STOCK TITAN

The Awareness Group (TAAG) turns quarterly profit but flags going-concern risk

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

The Awareness Group, Inc. reported Q3 FY2026 revenue of $2,780,209 and net income of $983,626, with $569,200 attributable to common shareholders. For the nine months ended June 30, 2026, revenue was $5,337,090 and net income was $1,145,054, compared with an estimated prior-year net loss.

Total assets were $31,944,304, including a solar project portfolio of $27,812,308, against total liabilities of $32,173,943, leaving a stockholders’ deficit of $(229,639) and a working-capital deficit. Management discloses substantial doubt about continuing as a going concern and is focused on monetizing Investment Tax Credits and collecting $3,600,066 of receivables and contract assets from the Thrive Power and Prosper Energy programs.

The company has entered into arrangements to acquire a 51% interest in Prosper Energy and has conditionally consolidated it, recognizing $1,027,182 of dealer-fee revenue based on management representations that projects reached notice-to-proceed, while key confirmations and Prosper’s books remain outstanding. Prior periods are being re-audited and restated, self-minted cryptocurrency tokens have been derecognized to $0, these interim statements have not been reviewed by the independent auditor, and material weaknesses in internal control over financial reporting persist.

Positive

  • Q3 FY2026 swung to net income of $983,626, and nine-month net income reached $1,145,054, versus an estimated prior-year nine-month net loss of $852,108.

Negative

  • Stockholders’ equity remains negative at $(229,639) with a working-capital deficit, and management explicitly raises substantial doubt about the company’s ability to continue as a going concern.
  • Fiscal 2024 and 2025 financial statements are being re-audited and restated, with an anticipated non-reliance Form 8-K and potential amendments to this report.
  • These interim financial statements have not been reviewed by the independent registered public accounting firm, and management reports material weaknesses in internal control over financial reporting.
  • Consolidation of Prosper Energy and recognition of $1,027,182 of related revenue are conditional on final transaction documents and external confirmations that remain outstanding.
Q3 FY2026 Revenue $2,780,209 Three months ended June 30, 2026
Q3 FY2026 Net Income $983,626 Three months ended June 30, 2026; $569,200 attributable to TAAG
Nine-Month FY2026 Revenue $5,337,090 Nine months ended June 30, 2026
Nine-Month FY2026 Net Income $1,145,054 Nine months ended June 30, 2026; $614,925 attributable to TAAG
Cash Balance $217,291 Cash and cash equivalents as of June 30, 2026
Stockholders’ Equity (Deficit) $(229,639) Total stockholders’ equity at June 30, 2026
Accounts Receivable and Contract Assets $3,600,066 Primarily Thrive Power LLC and Prosper Energy balances at June 30, 2026
Prosper Energy Pipeline Value approximately $3.18 million Gross contract value of 63 projects per July 10, 2026 pipeline report
going concern financial
"raising substantial doubt about its ability to continue as a going concern within one year"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
Investment Tax Credits financial
"plans include deploying the contracted solar portfolio, monetizing Investment Tax Credits, collecting the contract assets"
Investment tax credits are government discounts on an investor’s tax bill tied to putting money into certain projects or assets, effectively returning a portion of the upfront cost as a tax saving. They matter to investors because they improve after-tax returns and can make otherwise marginal projects more profitable—like a manufacturer offering a coupon that lowers the net price of a major purchase—so they influence valuation, cash flow forecasts and investment decisions.
notice to proceed financial
"dealer fees on 31 undelivered projects recognized at notice-to-proceed pursuant to the executed NTP Representation Schedule"
A notice to proceed is a formal, written authorization in a contract that tells a contractor to start work and often triggers the project clock, budgets, and key obligations. For investors it matters because it signals that planned spending, revenue recognition, milestone payments and schedule risks are beginning—similar to a green light at a construction site that converts plans into real cash flows and measurable progress.
non-reliance Form 8-K regulatory
"expects to file a restated FY2024 Form 10-K/A and FY2025 Form 10-K and, as advised by counsel, a non-reliance Form 8-K"
deferred-construction obligation financial
"The matching construction obligation is a deferred-construction liability payable on receipt of the Investment Tax Credit"
material weaknesses in internal control over financial reporting financial
"concluded that disclosure controls and procedures were not effective as of June 30, 2026, due to material weaknesses in internal control over financial reporting"
A material weakness in internal control over financial reporting is a significant flaw in a company’s processes that increases the likelihood its financial statements could be wrong or misleading. Think of it as a broken checkpoint in an airport security line: if it fails, errors or fraud can pass through undetected. Investors care because these weaknesses raise the risk that reported earnings, assets, or liabilities are inaccurate, which can affect valuation, trust, and investment decisions.
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FAQ

What were The Awareness Group (TAAG) results for Q3 FY2026?

The Awareness Group reported Q3 FY2026 revenue of $2,780,209 and net income of $983,626, with $569,200 attributable to shareholders. For the nine months ended June 30, 2026, revenue was $5,337,090 and net income reached $1,145,054.

Why does The Awareness Group (TAAG) cite going-concern risk?

At June 30, 2026, TAAG reported a stockholders’ deficit of $(229,639) and negative working capital, leading management to raise substantial doubt about continuing as a going concern. Plans rely on monetizing Investment Tax Credits and converting $3,600,066 of receivables and contract assets into cash.

What is the status of TAAG’s Prosper Energy acquisition and revenue?

TAAG has arrangements to acquire a 51% interest in Prosper Energy and has conditionally consolidated it from December 16, 2025. Q3 includes $1,027,182 of Prosper dealer-fee revenue recognized at notice-to-proceed based on a representation schedule, while key confirmations and final transaction documentation remain pending.

How is The Awareness Group (TAAG) handling restatements of prior periods?

Earlier periods were restated to derecognize self-minted CLA and Candela cryptocurrency tokens and certain intangibles. Fiscal 2024 and 2025 are being re-audited, with plans to file a restated FY2024 Form 10-K/A, a revised FY2025 Form 10-K, and a related non-reliance Form 8-K.

What internal control and audit issues does TAAG report?

Management concluded disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting for digital assets, solar project assets, and acquisition accounting. The interim financial statements have not been reviewed by the independent auditor, though audits of fiscal 2024 and 2025 are in process.

What is The Awareness Group (TAAG) liquidity position at June 30, 2026?

TAAG held $217,291 in cash and $3,600,066 in accounts receivable and contract assets at June 30, 2026. The company emphasizes converting these balances, mainly from the Thrive Power LLC program and Prosper Energy pipeline, into cash as its principal near-term liquidity objective.

How large is Prosper Energy’s project pipeline for TAAG?

Per a July 10, 2026 management report, Prosper Energy’s pipeline comprised 63 residential solar and battery projects with aggregate gross contract value of approximately $3.18 million. These amounts represent operational backlog; no revenue is recognized until related performance obligations are satisfied.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2026

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 000-54163

 

The Awareness Group, Inc.

(Exact name of registrant as specified in its charter; formerly Freedom Holdings, Inc.)

 

Florida

 

000-54163

 

99-3065093

(State of incorporation)

 

(Commission File No.)

 

(I.R.S. Employer ID No.)

 

8175 E Evans Road #13852, Scottsdale, AZ 85267 · (888) 974-6388

(Address and telephone number of principal executive offices)

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001

TAAG

OTC Pink Marketplace (not a national securities exchange)

 

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.  Yes ☐      No ☒  (delinquent in certain periodic filings; see Note 2 and Item 4.)

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company.  Yes        No ☒

 

As of June 30, 2026, the registrant had 59,608,825 shares of common stock, par value $0.0001, issued and outstanding.

 

The condensed consolidated interim financial statements in this report have not been reviewed by an independent registered public accounting firm. See Item 4.

 

 

 

 

TABLE OF CONTENTS

 

PART I — FINANCIAL INFORMATION

 

2

 

 

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

 

2

 

 

Condensed Consolidated Balance Sheets

 

2

 

 

Condensed Consolidated Statements of Operations

 

3

 

 

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)

 

4

 

 

Condensed Consolidated Statements of Cash Flows

 

5

 

 

Notes to the Condensed Consolidated Financial Statements

 

6

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

8

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

8

 

Item 4.

Controls and Procedures

 

8

 

PART II — OTHER INFORMATION

 

9

 

Item 1.

Legal Proceedings / Item 1A. Risk Factors / Items 2–5

 

9

 

Item 6.

Exhibits

 

10

 

Signatures

 

 

11

 

 

The Awareness Group, Inc. — Form 10-Q (Q3 FY2026)  |  Page 1

 

 

Table of Contents

 

PART I — FINANCIAL INFORMATION

 

Item 1. Condensed Consolidated Financial Statements (Unaudited)

Unaudited and not reviewed by an independent registered public accounting firm. Reflect the restatement in Note 2 and the conditional consolidation of Prosper Energy in Note 4. Read together with the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

 

Condensed Consolidated Balance Sheets

 

(USD)

 

Jun 30, 2026 (unaudited)

 

 

Sep 30, 2025 (restated)

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

 

217,291

 

 

 

89,914

 

Accounts receivable and contract assets (Note 7)

 

 

3,600,066

 

 

 

 

Notes receivable — current

 

 

169,200

 

 

 

 

Other current assets

 

 

3,554

 

 

 

3,554

 

Inventory

 

 

 

 

 

 

Total current assets

 

 

3,990,111

 

 

 

93,468

 

Non-current assets:

 

 

 

 

 

 

 

 

Solar project portfolio, at cost, net

 

 

27,812,308

 

 

 

28,977,831

 

Cryptocurrency tokens

 

 

 

 

 

 

Other property and equipment, net

 

 

141,885

 

 

 

141,885

 

Intangible assets, net

 

 

 

 

 

 

Total non-current assets

 

 

27,954,193

 

 

 

29,119,716

 

TOTAL ASSETS

 

 

31,944,304

 

 

 

29,213,184

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Total current liabilities

 

 

12,604,681

 

 

 

11,470,846

 

Total non-current liabilities

 

 

19,569,262

 

 

 

18,950,940

 

TOTAL LIABILITIES

 

 

32,173,943

 

 

 

30,421,786

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

 

 

Preferred stock ($0.0001 par; 10,000,000)

 

 

1,000

 

 

 

1,000

 

Common stock ($0.0001 par; 59,608,825)

 

 

5,961

 

 

 

5,961

 

Additional paid-in capital

 

 

20,550

 

 

 

 

Accumulated deficit

 

 

(856,166)

 

 

(1,274,425)

Total equity attributable to TAAG

 

 

(828,655)

 

 

(1,267,464)

Non-controlling interests

 

 

599,016

 

 

 

58,862

 

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

(229,639)

 

 

(1,208,602)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

31,944,304

 

 

 

29,213,184

 

 

The Awareness Group, Inc. — Form 10-Q (Q3 FY2026) | Page 2

 

 

Table of Contents

 

Condensed Consolidated Statements of Operations

 

(USD)

 

3 mo 6/30/26

 

 

3 mo 6/30/25

 

 

9 mo 6/30/26

 

 

9 mo 6/30/25

 

Revenue

 

 

2,780,209

 

 

 

74,508

 

 

 

5,337,090

 

 

 

466,383

 

Cost of revenue

 

 

(1,151,743)

 

 

(43,757)

 

 

(2,833,497)

 

 

(144,150)

Gross profit

 

 

1,628,466

 

 

 

30,751

 

 

 

2,503,593

 

 

 

322,233

 

Operating expenses

 

 

(625,003)

 

 

(543,990)

 

 

(1,318,001)

 

 

(1,061,514)

Net operating income (loss)

 

 

1,003,463

 

 

 

(513,239)

 

 

1,185,592

 

 

 

(739,281)

Interest expense

 

 

(19,837)

 

 

(37,609)

 

 

(40,538)

 

 

(112,827)

Net income (loss) before income taxes

 

 

983,626

 

 

 

(550,848)

 

 

1,145,054

 

 

 

(852,108)

Income tax provision

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

983,626

 

 

 

(550,848)

 

 

1,145,054

 

 

 

(852,108)

Less: net income attributable to NCI

 

 

(414,426)

 

 

 

 

 

(530,129)

 

 

 

Net income (loss) attributable to TAAG

 

 

569,200

 

 

 

(550,848)

 

 

614,925

 

 

 

(852,108)

 

Prior-year comparatives are unaudited and management-derived; see Note 2 and the MD&A.

 

The Awareness Group, Inc. — Form 10-Q (Q3 FY2026) | Page 3

 

 

Table of Contents

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

 

(USD)

 

Preferred

 

 

Common

 

 

APIC

 

 

Accum. deficit

 

 

NCI

 

 

Total

 

Balance, Sep 30, 2024 (restated)

 

 

1,000

 

 

 

5,861

 

 

 

 

 

 

(6,221)

 

 

(87,486)

 

 

(86,846)

Net loss — 9 mo ended 6/30/25 (unaudited)

 

 

 

 

 

 

 

 

 

 

 

(852,108)

 

 

 

 

 

(852,108)

Balance, Jun 30, 2025 (unaudited)

 

 

1,000

 

 

 

5,861

 

 

 

 

 

 

(858,329)

 

 

(87,486)

 

 

(938,954)

Balance, Sep 30, 2025 (restated)

 

 

1,000

 

 

 

5,961

 

 

 

 

 

 

(1,274,425)

 

 

58,862

 

 

 

(1,208,602)

Shares issued — Prosper consideration (provisional; Note 4)

 

 

 

 

 

 

 

 

20,550

 

 

 

 

 

 

 

 

 

20,550

 

Net income attributable to TAAG — 9 mo

 

 

 

 

 

 

 

 

 

 

 

614,925

 

 

 

 

 

 

614,925

 

Net income attributable to NCI — 9 mo

 

 

 

 

 

 

 

 

 

 

 

 

 

 

530,129

 

 

 

530,129

 

Consolidation of Prosper Energy — provisional (opening net assets and NCI; pending closing-date balance sheet and ASC 805 valuation)

 

 

 

 

 

 

 

 

 

 

 

(79,115)

 

 

10,025

 

 

 

(69,090)

Q3 reconciling equity adjustment (to opening retained earnings; to be confirmed with the bookkeeper)

 

 

 

 

 

 

 

 

 

 

 

(117,551)

 

 

 

 

 

(117,551)

Balance, Jun 30, 2026

 

 

1,000

 

 

 

5,961

 

 

 

20,550

 

 

 

(856,166)

 

 

599,016

 

 

 

(229,639)

 

The Awareness Group, Inc. — Form 10-Q (Q3 FY2026) | Page 4

 

 

Table of Contents

 

Condensed Consolidated Statements of Cash Flows

 

(USD)

 

9 mo 6/30/26

 

 

9 mo 6/30/25 (unaudited)

 

Net income (loss)

 

 

1,145,054

 

 

 

(852,108)

Net cash provided by (used in) operating activities

 

 

156,483

 

 

 

(123,491)

Net cash provided by (used in) investing activities

 

 

11,613

 

 

 

(17,539)

Net cash provided by (used in) financing activities

 

 

(40,719)

 

 

272,587

 

Net increase in cash and cash equivalents

 

 

127,377

 

 

 

131,557

 

Cash and cash equivalents, beginning of period

 

 

89,914

 

 

 

74,952

 

Cash and cash equivalents, end of period

 

 

217,291

 

 

 

206,509

 

 

The nine-month FY2026 amounts are derived from the Company’s records. The FY2025 comparative amounts, including the June 30, 2025 cash balance, are unaudited management estimates derived on the same basis as the prior-year statement of operations and are subject to confirmation in the re-audit. Solar additions are funded through the deferred-construction obligation and are non-cash.

 

The Awareness Group, Inc. — Form 10-Q (Q3 FY2026) | Page 5

 

 

Table of Contents

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

Note 1 — Basis of presentation

The condensed consolidated financial statements include The Awareness Group, Inc. (“TAAG” or the “Company,” formerly Freedom Holdings, Inc.) and its majority-owned subsidiaries, prepared under U.S. GAAP for interim information and Article 8 of Regulation S-X; intercompany balances are eliminated. Fiscal year ends September 30. Unaudited and not reviewed by an independent registered public accounting firm.

 

Note 2 — Restatement of previously issued financial statements (ASC 250)

The September 30, 2025 comparative balance sheet is restated to derecognize self-minted Candela/CLA crypto tokens and related inventory (ASC 350-60-15; ASC 350-30-25-3) and to reflect the reverse-recapitalization derecognition of non-capitalizable intangible and other assets. The Company expects to file a restated FY2024 Form 10-K/A and FY2025 Form 10-K and, as advised by counsel, a non-reliance Form 8-K under Item 4.02. Because the FY2024 and FY2025 financial statements are still being re-audited/audited, the opening balances and comparatives herein are subject to change and this report may be amended.

 

Note 3 — Going concern

The Company reports a net stockholders’ deficit of $(229,639) at June 30, 2026 and negative working capital, raising substantial doubt about its ability to continue as a going concern within one year. Management’s plans include deploying the contracted solar portfolio, monetizing Investment Tax Credits, collecting the contract assets and receivables due from the Thrive Power LLC program and the Prosper Energy pipeline, completing the re-audit, and securing additional financing; no assurance can be given.

 

Note 4 — Business combination — Prosper Energy

During the period the Company entered into arrangements to acquire a 51% equity interest in Inside Marketing Inc. (d/b/a “Prosper Energy”), with an option over the remaining 49%. The transaction documents comprise a form of Equity Purchase Agreement and a Preliminary Addendum (November 2025) that is by its terms non-binding; a definitive Second Addendum has been prepared and is pending execution. The consolidation of Prosper Energy from December 16, 2025 is CONDITIONAL on execution of the Second Addendum and confirmation by securities counsel and the Company’s independent auditor that control in substance passed. For the third quarter the Company has recognized $1,027,182 of Prosper Energy revenue, comprising (i) $124,991 of fees on five projects delivered during the quarter, and (ii) $902,191 of dealer fees on 31 undelivered projects recognized at notice-to-proceed pursuant to the executed NTP Representation Schedule of [July 2026], signed by the Company’s Interim Chief Financial Officer and by the President of Inside Marketing Inc., representing that each project achieved NTP (financing documentation fully executed and guaranteed) on the dates stated therein, all within April–June 2026, and that Prosper’s fee entitlement vests at NTP under the applicable dealer agreements; the stated fees (contract price less installer red-line) have been constrained by 20% for estimated pre-installation cancellations (a management assumption pending historical cancellation data). Financier confirmations corroborating the representation have been requested and remain outstanding. Thirteen further projects (aggregate contract value $392,697) are excluded pending pricing information. Fees are presented net of installer cost pending a principal-versus-agent analysis. Prosper’s April–June books remain outstanding; amounts will be trued up on receipt. Absent execution of the Representation Schedule as assumed, third-quarter Prosper revenue would be $124,991 absent confirmation of control, the 51% interest would be reported as an investment of approximately $20,550. The purchase-price allocation is preliminary. The acquisition is expected to be significant under Rule 1-02(w) of Regulation S-X, requiring audited financial statements of Prosper Energy and pro forma information under Rule 3-05 and Article 11, and a Form 8-K/A.

 

Note 5 — Solar project portfolio and deferred-construction obligation

The Company owns the residential solar systems it develops and capitalizes them at milestone-weighted cost under ASC 360 (gross profit excluded). The matching construction obligation is a deferred-construction liability payable on receipt of the Investment Tax Credit; additions are non-cash. Systems for which revenue has not yet been recognized remain capitalized; revenue is recognized as described in Note 7, and on recognition the capitalized milestone-weighted cost of the related systems is released to cost of revenue. During the quarter Thrive Power LLC funded and took transfer of 52 portfolio projects and settled $424,417 in cash, applied against contract assets; the Thrive remittance mapping and transfer documentation remain outstanding.

 

Note 6 — Cryptocurrency tokens

Self-minted CLA and Candela tokens have been derecognized to $0 (see Note 2).

 

The Awareness Group, Inc. — Form 10-Q (Q3 FY2026) | Page 6

 

 

Table of Contents

 

Note 7 — Revenue recognition

Revenue on solar projects sold to Thrive Power LLC is recognized under ASC 606 over time at the contractual milestones (notice to proceed, design, permit, install, permission to operate), per management’s written representation of July 13, 2026 that every project on the revenue recognition schedule achieved Thrive underwriting and notice to proceed; corroborating documentation remains outstanding. For the three months ended June 30, 2026 the Company recognized $1,753,027 on milestones achieved in the quarter, releasing $1,074,522 of capitalized cost. The quarter-attribution of milestones marked “X” is unconfirmed (approximately $335,932 could move from the second quarter into this quarter, with no nine-month effect). Prosper Energy revenue is recognized as dealer fees at notice-to-proceed as described in Note 4, on the basis of the executed NTP Representation Schedule, constrained for estimated cancellations.

 

Note 8 — Stockholders’ equity and non-controlling interests

10,000,000 preferred and 59,608,825 common shares issued and outstanding; the 1,000,000 restricted shares agreed as initial consideration for Prosper Energy are reflected at their provisional fair value of $20,550 within additional paid-in capital. Non-controlling interests of $599,016 comprise the legacy subsidiary interests re-measured to $58,862, the provisional Prosper recognition of $10,025, and the 49% non-controlling share of Prosper Energy earnings of $530,129 (Note 4).

 

Note 9 — Commitments and contingencies

Ordinary-course claims; no material loss accrual recorded.

 

Note 10 — Subsequent events

Matters include the ongoing re-audit of fiscal 2024 and 2025, the anticipated non-reliance Form 8-K (Item 4.02), the pending execution of the Second Addendum (Note 4), the outstanding financier confirmations corroborating the NTP Representation Schedule, the outstanding requests for Prosper Energy’s April–June 2026 books and the Thrive Power LLC transfer documentation, and completion of the Prosper Energy acquisition accounting.

 

The Awareness Group, Inc. — Form 10-Q (Q3 FY2026) | Page 7

 

 

Table of Contents

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Read together with the restated audited consolidated financial statements and MD&A in the Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Contains forward-looking statements subject to risks and uncertainties.

 

Overview. The Company, through The Awareness Group, LLC, develops, finances and owns residential solar-plus-storage systems and sells completed/contracted portfolio interests to Thrive Power LLC. On December 16, 2025 it acquired 51% of Prosper Energy (Note 4).

 

Results of operations — three months ended June 30, 2026. Revenue was $2,780,209 — $1,753,027 recognized over time on the Company’s solar projects and $1,027,182 of Prosper Energy dealer fees (Notes 4, 5 and 7) — and net income was $983,626 ($569,200 attributable to TAAG after the 49% non-controlling interest), compared with an estimated net loss of $550,848 for the three months ended June 30, 2025.

 

Results of operations — nine months ended June 30, 2026. Revenue was $5,337,090 and net income was $1,145,054 ($614,925 attributable to TAAG), compared with an estimated net loss of $852,108 for the prior-year nine-month period.

 

Liquidity and capital resources. At June 30, 2026 the Company held $217,291 in cash and carried accounts receivable and contract assets of $3,600,066, principally attributable to the Thrive Power LLC program ($1,103,387) and the Prosper Energy pipeline ($1,027,182, recognized on the representation basis described in Note 4 and uncollected); conversion of these balances to cash is the Company’s principal near-term liquidity objective and the timing of Prosper pipeline collections follows installation and permission-to-operate. The Company reports a net stockholders’ deficit and a working-capital deficit (Note 3).

 

Prosper Energy backlog and pipeline (operational metric — not revenue). Per management’s pipeline report dated July 10, 2026, Prosper Energy’s project pipeline comprised 63 residential solar and battery projects with aggregate gross contract value of approximately $3.18 million — $437,910 contracted in the three months ended March 31, 2026 and $2,740,742 in the three months ended June 30, 2026 — of which 13 projects (gross $652,469) had reached permission-to-operate, 3 (gross $178,600) were in installation or inspection, 27 (gross $1,441,722) were in permitting, and 20 (gross $905,859) were in survey, design or contract-signed stages. Gross contract value is the system price payable by the homeowner, substantially all of which is payable to third-party installation partners; Prosper Energy’s revenue from these projects consists principally of referral commissions recognized under ASC 606 as the related performance obligations are satisfied. No revenue is recognized in these financial statements in respect of unfulfilled projects.

 

Restatement and Prosper acquisition. As described in Notes 2 and 4, prior periods have been restated; the consolidation of Prosper Energy is conditional on execution of the Second Addendum and concurrence of securities counsel and the independent auditor, and the purchase-price allocation is preliminary. The figures are subject to change and this report may be amended.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required; smaller reporting company.

 

Item 4. Controls and Procedures

Management, including the Principal Executive Officer and the Interim Principal Financial Officer, concluded that disclosure controls and procedures were not effective as of June 30, 2026, due to material weaknesses in internal control over financial reporting (digital assets, solar project assets, and acquisition accounting). Remediation is in progress.

 

These interim financial statements have not been reviewed by an independent registered public accounting firm as contemplated by Rule 10-01(d) of Regulation S-X. The Company has engaged its independent registered public accounting firm to audit fiscal years 2024 and 2025; an interim review and/or amendment is expected to follow.

 

The Awareness Group, Inc. — Form 10-Q (Q3 FY2026) | Page 8

 

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PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

Other than ordinary-course matters and as previously disclosed, no material pending legal proceedings.

 

Item 1A. Risk Factors

Going-concern doubt; the pending re-audit and potential further restatements (including a non-reliance Form 8-K under Item 4.02); the preliminary Prosper Energy acquisition accounting and Rule 3-05/Article 11 requirements; reliance on ITC monetization; delinquent filings; and limited liquidity.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None during the period not previously reported.

 

Item 3. Defaults Upon Senior Securities

None.

 

Item 4. Mine Safety Disclosures

Not applicable.

 

Item 5. Other Information

None.

The Awareness Group, Inc. — Form 10-Q (Q3 FY2026) | Page 9

 

 

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Item 6. Exhibits

The following exhibits are filed or furnished with this report:

 

Exhibit No.

 

Description

31.1

 

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

 

Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

32.2

 

Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

101.INS

 

Inline XBRL Instance Document

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

The Awareness Group, Inc. — Form 10-Q (Q3 FY2026) | Page 10

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

THE AWARENESS GROUP, INC.

 

By:  

/s/ Pablo Diaz

 

Pablo Diaz — Chief Executive Officer and Chairman (Principal Executive Officer)

 

Date: July 15, 2026

 

 

 

 

By:

/s/ Brian Odle

 

Brian Odle — Interim Chief Financial Officer (Principal Financial and Accounting Officer)

 

Date:  July 15, 2026

 

 

The Awareness Group, Inc. — Form 10-Q (Q3 FY2026) | Page 11