0001386044false--09-30Q12026Common StockTAAG0.00011000000000.0001500000000falsefalsefalsefalse00000013860442025-10-012025-12-310001386044fhld:CLATokensMember2025-09-300001386044fhld:CLATokensMember2025-12-310001386044fhld:CandelaTokensMember2025-09-300001386044fhld:CandelaTokensMember2025-12-310001386044fhld:SolarEquipmentMember2025-09-300001386044fhld:SolarEquipmentMember2025-12-310001386044fhld:OtherEquipmentMember2025-09-300001386044fhld:OtherEquipmentMember2025-12-310001386044fhld:AutosAndVehiclesMember2025-09-300001386044fhld:AutosAndVehiclesMember2025-12-310001386044fhld:CaptainManicornMember2024-09-1700013860442023-10-0100013860442023-10-012024-09-3000013860442025-04-012025-06-300001386044fhld:AsRestatedMember2023-10-012024-09-300001386044srt:RestatementAdjustmentMember2023-10-012024-09-300001386044srt:ScenarioPreviouslyReportedMember2023-10-012024-09-300001386044srt:RestatementAdjustmentMember2024-09-300001386044fhld:AsRestatedMember2024-09-300001386044srt:ScenarioPreviouslyReportedMember2024-09-300001386044us-gaap:SoftwareDevelopmentMember2025-10-012025-12-310001386044us-gaap:VehiclesMember2025-10-012025-12-310001386044us-gaap:FurnitureAndFixturesMember2025-10-012025-12-310001386044us-gaap:BuildingImprovementsMember2025-10-012025-12-310001386044fhld:SolarEquipmentMember2025-10-012025-12-310001386044us-gaap:NoncontrollingInterestMember2025-12-310001386044us-gaap:RetainedEarningsMember2025-12-310001386044us-gaap:AdditionalPaidInCapitalMember2025-12-310001386044fhld:SubscriptionReceivableMember2025-12-310001386044us-gaap:CommonStockMember2025-12-310001386044us-gaap:PreferredStockMember2025-12-310001386044us-gaap:NoncontrollingInterestMember2025-10-012025-12-310001386044us-gaap:RetainedEarningsMember2025-10-012025-12-310001386044us-gaap:AdditionalPaidInCapitalMember2025-10-012025-12-310001386044fhld:SubscriptionReceivableMember2025-10-012025-12-310001386044us-gaap:CommonStockMember2025-10-012025-12-310001386044us-gaap:NoncontrollingInterestMember2025-09-300001386044us-gaap:RetainedEarningsMember2025-09-300001386044us-gaap:AdditionalPaidInCapitalMember2025-09-300001386044fhld:SubscriptionReceivableMember2025-09-300001386044us-gaap:CommonStockMember2025-09-300001386044us-gaap:PreferredStockMember2025-09-3000013860442024-12-310001386044us-gaap:NoncontrollingInterestMember2024-12-310001386044us-gaap:RetainedEarningsMember2024-12-310001386044us-gaap:AdditionalPaidInCapitalMember2024-12-310001386044fhld:SubscriptionReceivableMember2024-12-310001386044us-gaap:CommonStockMember2024-12-310001386044us-gaap:PreferredStockMember2024-12-310001386044us-gaap:NoncontrollingInterestMember2024-10-012024-12-310001386044us-gaap:RetainedEarningsMember2024-10-012024-12-310001386044us-gaap:AdditionalPaidInCapitalMember2024-10-012024-12-310001386044fhld:SubscriptionReceivableMember2024-10-012024-12-310001386044us-gaap:CommonStockMember2024-10-012024-12-310001386044us-gaap:PreferredStockMember2024-10-012024-12-3100013860442024-09-300001386044us-gaap:NoncontrollingInterestMember2024-09-300001386044us-gaap:RetainedEarningsMember2024-09-300001386044us-gaap:AdditionalPaidInCapitalMember2024-09-300001386044fhld:SubscriptionReceivableMember2024-09-300001386044us-gaap:CommonStockMember2024-09-300001386044us-gaap:PreferredStockMember2024-09-3000013860442024-10-012024-12-3100013860442025-09-3000013860442025-12-31iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pure
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 2025
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission file number: 000-54853
THE AWARENESS GROUP, INC. |
(Exact name of registrant as specified in its charter) |
Florida | | 99-3065093 |
(State or Other Jurisdiction of Incorporation or Organization) | | (IRS Employer Identification No.) |
8175 E Evans Rd #13852 Scottsdale, AZ | | 85267 |
Address of Principal Executive Offices | | Zip Code |
1-888-974-6388 |
Registrant’s telephone number, including area code |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
N/A | | N/A | | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
[Note: The Company is delinquent in its filing obligations; see Explanatory Note.]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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 (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the registrant’s common stock, $0.0001 par value per share, as of December 31, 2025, was 59,608,825.
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q for the fiscal period ended December 31, 2025 (this "Quarterly Report") is being filed later than the due date of February 15, 2026. As disclosed in the Company's Form NT 10-K filed under Rule 12b-25 on April 15, 2026 the delay in filing is the result of (i) the ongoing initial audit of the fiscal year ended September 30, 2025 by Shah Teelani & Associates, the Company's newly-engaged independent registered public accounting firm, and (ii) the concurrent re-audit by Shah Teelani & Associates of the consolidated financial statements for the fiscal year ended September 30, 2024 following the sanction of the Company's prior independent registered public accounting firm by the Securities and Exchange Commission.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
In this Quarterly Report on Form 10-Q, references to “The Awareness Group, Inc.,” “TAAG,” the “Company,” “we,” “us,” and “our” refer to The Awareness Group, Inc. Also, any reference to “common shares or common stock” refers to our $0.0001 par value common stock.
This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to our business development plans, timing strategies, expectations, anticipated expense levels, business prospects, business outlook, technology spending and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards, and interpretations). These statements express our current intentions, beliefs, expectations, strategies, or predictions as well as historical information. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “could,” “continue,” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Quarterly Report. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. These statements are no guarantee of future performance and involve risks and uncertainties that are difficult to predict. Our future operating results are dependent upon many factors which are outside our control. You should not place undue reliance on forward-looking statements. Forward-looking statements may not be realized due to a variety of factors, including, without limitation, our ability to:
| ● | manage our business given continuing operating losses and negative cash flows; |
| | |
| ● | obtain sufficient capital to fund our operations, development, and expansion plans; |
| | |
| ● | manage competitive factors and developments beyond our control; |
| | |
| ● | maintain and protect our intellectual property; |
| | |
| ● | obtain patents based on our current and/or future patent applications; |
| | |
| ● | obtain and maintain other rights to technology required or desirable to conduct or expand our business; and |
| | |
| ● | manage any other factors, if any, discussed in in this report and in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K. |
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report, except as required by federal securities laws. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Quarterly Report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
THE AWARENESS GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
Fiscal Period Ended December 31, 2025
TABLE OF CONTENTS
| | | Page | |
| | | | |
PART I – FINANCIAL INFORMATION | | | |
| | | | |
Item 1. | Condensed Consolidated Financial Statements | | | 5 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | 18 | |
Item 3. | Quantitative and Qualitative Disclosure About Market | | | 20 | |
Item 4. | Controls and Procedures | | | 20 | |
| | | | | |
PART II – OTHER INFORMATION | | | | |
| | | | | |
Item 1. | Legal Proceedings | | | 21 | |
Item 1A. | Risk Factors | | | 21 | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | | | 21 | |
Item 3. | Defaults Upon Senior Securities | | | 21 | |
Item 4. | Mine Safety Disclosures NA | | | 21 | |
Item 5. | Other Information | | | 21 | |
Item 6. | Exhibits | | | 21 | |
| | | | | |
Signatures | | | 23 | |
Item 1. Financial Statements.
THE AWARENESS GROUP, INC.
Index to the Condensed Unaudited Consolidated Financial Statements
| | Page | |
| | | |
Condensed Consolidated Balance Sheets as of December 31, 2025 (unaudited) and September 30, 2024 (audited) | | | 6 | |
| | | | |
Condensed Consolidated Statements of Operations for the three months December 31, 2025 (unaudited) and 2024 (audited) | | | 7 | |
| | | | |
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three months ended December 31, 2025 (unaudited) and 2024 (audited) | | | 8 | |
| | | | |
Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2025 (unaudited) and 2024 (audited) | | | 9 | |
| | | | |
Notes to the Condensed Consolidated Financial Statements (unaudited) | | | 10 | |
THE AWARENESS GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| | December 31, | | | September 30, 2025 | |
| | 2025 | | | Restated | |
ASSETS | | (unaudited) | | | (Audited) | |
Current Assets: | | | | | | |
Cash | | $ | 73,566 | | | $ | 89,914 | |
Marketable securities | | | - | | | | - | |
Accounts receivable | | | - | | | | - | |
Investment tax credits | | | - | | | | - | |
Inventory | | | 650,000 | | | | 650,000 | |
Notes receivable | | | 48,000 | | | | - | |
Other current assets | | | 3,554 | | | | 3,554 | |
Total Current Assets | | | 775,119 | | | | 743,468 | |
Solar project portfolio, at historical cost | | | 29,564,653 | | | | 28,977,831 | |
Intangible assets, net | | | - | | | | - | |
Crypto currency tokens | | | 2,735,000 | | | | 2,735,000 | |
Notes receivable | | | - | | | | - | |
Other property and equipment, net | | | 141,885 | | | | 141,885 | |
TOTAL ASSETS | | $ | 33,216,657 | | | $ | 32,598,184 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current Liabilities | | | | | | | | |
Credit cards payable | | $ | 8,354 | | | $ | 8,354 | |
Accrued payroll & related amounts | | | 200,561 | | | | 200,561 | |
Deferred Construction cost – current | | | 10,302,106 | | | | 10,302,106 | |
Notes payable — current portion | | | 426,740 | | | | 435,240 | |
Convertible promissory notes | | | 160,000 | | | | 160,000 | |
Accrued interest | | | 124,112 | | | | 124,112 | |
Contract liability — solar projects | | | 171,453 | | | | 171,453 | |
Other current payables | | | 69,020 | | | | 69,020 | |
Total Current Liabilities | | | 11,462,344 | | | | 11,470,844 | |
| | | | | | | | |
Non-Current Liabilities | | | | | | | | |
Notes payable – long term | | | 141,990 | | | | 141,990 | |
Deferred construction costs — long-term | | | 19,427,272 | | | | 18,808,950 | |
Total Non-Current Liabilities | | | 19,569,262 | | | | 18,950,940 | |
TOTAL LIABILITIES | | | 31,031,607 | | | | 30,421,785 | |
| | | | | | | | |
Stockholders’ Equity | | | | | | | | |
Preferred Stock, $0.0001 par value, 100,000,000 shares authorized, 10,000,000 and 10,000,000 shares issued and outstanding, respectively. | | | 1,000 | | | | 1,000 | |
Common stock, $0.0001 par value, 500,000,000 shares authorized, 58,608,825 and 58,608,825 shares issued and outstanding respectively. | | | 5,961 | | | | 5,961 | |
Additional paid-in capital | | | - | | | | - | |
Accumulated deficit | | | (4,353,070 | ) | | | (4,361,722 | ) |
Total Stockholders’ Equity | | | (4,346,109 | ) | | | (4,354,761 | ) |
Non-controlling interests | | | 6,531,160 | | | | 6,531,160 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 33,216,657 | | | $ | 32,598,184 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
THE AWARENESS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | For the Three Months Ended | | | For the three Months Ended | |
| | December 31, | | | December 31, | |
| | 2025 | | | 2024 | |
| | | | | | |
Revenues | | $ | 331,956 | | | $ | 14,793,455 | |
Costs of revenues | | | 38,116 | | | | 7,252,317 | |
Gross margin | | | 293,840 | | | | 7,541,138 | |
| | | | | | | | |
Operating Expenses | | | | | | | | |
Professional fees | | | - | | | | - | |
Selling, general & administrative expenses | | | 285,188 | | | | 226,806 | |
Total operating expenses | | | 285,188 | | | | 226,806 | |
| | | | | | | | |
Net Gain / (loss) from operations | | | 8,652 | | | | 7,341,332 | |
| | | | | | | | |
Other income (expenses) | | | | | | | | |
Other income | | | - | | | | 5,020 | |
Interest expense | | | - | | | | - | |
Net loss (income) attributable to non-controlling interests | | | - | | | | (27,038 | ) |
Net (loss) prior to income taxes | | $ | 8,652 | | | $ | 7,292,314 | |
Income tax provision (benefit) | | | - | | | | - | |
Net (loss) attributable to parent | | $ | 8,652 | | | | (255,118 | ) |
| | | | | | | | |
Basic and diluted (loss) per share | | $ | (0.00 | ) | | $ | 0.12 | |
| | | | | | | | |
Weighted average number of shares outstanding | | | 59,608,825 | | | | 58,608,825 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
THE AWARENESS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS DECEMBER 31, 2025
(Unaudited)
| | Preferred Stock | | | Common Stock | | | Paid-in | | | Subscription | | | Retained | | | | |
| | Shares | | | Par Value | | | Shares | | | Par Value | | | Capital | | | Receivable | | | Deficit | | | NCI | | | Total | |
2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, September 30, 2024 | | | 2,000,000 | | | $ | 200 | | | | 58,608,825 | | | $ | 5,861 | | | $ | 39,470,278 | | | $ | - | | | $ | (9,950,869 | ) | | $ | (6,629,189 | ) | | $ | 22,896,281 | |
Net loss for the three months ended (unaudited) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 7,391,352 | | | | (27,038 | ) | | | 7,292,314 | |
Balance, December 31, 2024 | | | 2,000,000 | | | $ | 200 | | | | 58,608,825 | | | $ | 5,861 | | | $ | 39,470,278 | | | $ | - | | | $ | (2,631,517 | ) | | $ | (6,656,227 | ) | | | 30,188,595 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, September 30, 2025 (Restated) | | | 10,000,000 | | | $ | 1,000 | | | | 59,608,825 | | | $ | 5,961 | | | $ | - | | | $ | - | | | $ | (4,361,722 | ) | | $ | (6,351,159 | ) | | $ | 2,176,398 | |
Net income for the three months ended (unaudited) | | | - | | | | | | | | - | | | | - | | | | - | | | | - | | | | 8,652 | | | | - | | | | 8,652 | |
Balance, December 31, 2025 | | | 10,000,000 | | | $ | 1,000 | | | | 59,608,825 | | | $ | 5,961 | | | $ | - | | | $ | - | | | $ | (4,353,070 | ) | | $ | (6,351,159 | ) | | $ | 2,185,050 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
THE AWARENESS GROUP, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| | For the Three months Ended | |
| | December 31, | |
| | 2025 | | | 2024 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | |
Net (loss) | | $ | 8,652 | | | $ | 7,314,332 | |
Adjustments to reconcile net (loss) to net cash provided by (used in) operations | | | | | | | | |
Depreciation | | | 31,499 | | | | 7,090 | |
Non-controlling interest | | | - | | | | (27,038 | ) |
Uncategorized expenses | | | - | | | | | |
Change in assets and liabilities | | | - | | | | | |
Accounts receivable | | | - | | | | (3,084 | ) |
Unbilled receivable | | | - | | | | (7,963,155 | ) |
Investment tax credits | | | | | | | (1,331,000 | ) |
Inventory | | | | | | | (3,000 | ) |
Other assets | | | (48,000 | ) | | | (5,075,010 | ) |
Accrued project costs | | | | | | | 7,161,617 | |
Credit card payables | | | - | | | | 1,697 | |
Other accrued expenses | | | - | | | | (27,012 | ) |
Net cash provided by (used in) operations | | | 7,848 | | | | 57,063 | |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | |
Increase in intangible assets | | | - | | | | (37,000 | ) |
Increase in fixed assets | | | - | | | | | |
Net cash (used in) investing activities | | | - | | | | (37,000 | ) |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
Proceeds from notes payables | | | - | | | | 5,469 | |
Repayments of notes payables | | | (8,500 | ) | | | | |
Net cash provided by financing activities | | | (8,500 | ) | | | 5,469 | |
| | | | | | | | |
Net change in cash and cash equivalents | | | (16,348 | ) | | | 25,532 | |
| | | | | | | | |
Cash and cash equivalents, beginning of period | | | 99,414 | | | | 95,818 | |
Cash and cash equivalents, end of period | | $ | 73,566 | | | $ | 121,347 | |
| | | | | | | | |
Supplemental cash flow information | | | | | | | | |
Cash paid for interest | | $ | - | | | $ | - | |
Cash paid for taxes | | $ | - | | | $ | - | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
THE AWARENESS GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Unaudited)
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
The Awareness Group, Inc. (the “Company”) is a for profit corporation established under the corporation laws in the State of Maryland, United States of America on June 15, 2005.
Since inception and up until the September 17, 2024 merger with The Awareness Group (“TAG”), the Company has devoted substantially all its efforts to establishing a new business. The Company generated expenses and limited revenue from these efforts.
The Company’s activities are subject to significant risks and uncertainties including failure to generate sufficient cash flows from operating activities and the ability to secure additional funding if needed to properly execute the Company’s business plan.
The Company has adopted a September 30 fiscal year end.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company, which include the accounts for TAG and its majority owned subsidiaries including Candela Coin, Captain Manicorn and Standard Eco. Any non-controlling interests associated with these subsidiaries are separately disclosed in the financial statements. All inter-company accounts and transactions have been eliminated in consolidation.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Concentrations of Credit Risk
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We don’t believe we are exposed to any significant credit risk with cash.
THE AWARENESS GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Unaudited)
Fair Value Measurements
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritize the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.
The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy under ASC 820, “Fair Value Measurement” are described below:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 - Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
The Company’s cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying amounts of accounts payable, advances payable and short-term loans approximate their fair value due to short term maturities.
Revenue Recognition
The Company has adopted Accounting Standards Codification (“ASC”) 606, “Revenue From Contracts With Customers”. Specifically, the Company recognizes revenue from the sale and installation of solar systems on a milestone basis. As these milestones are achieved the corresponding costs and revenue are recognized. To the extent that financing for these transactions is provided by the Company, interest is recognized over the term of the financing arrangement.
Revenues from Power Purchase Agreements (“PPA”) are recognized over the applicable term of the PPA as the solar assets are utilized and power is consumed by the customer.
Cost of Sales
The cost of sales associated with revenues from the sale of solar equipment and batteries is principally comprised of materials, equipment, parts and labor. These costs are recognized as they are incurred.
The costs associated with revenues recognized under PPA’s consist primarily of depreciation associated with the solar equipment used to generate the power being purchased under the PPA by third party customers.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at December 31, 2025 and September 30, 2025 were $73,566 and $89,914, respectively.
THE AWARENESS GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Unaudited)
Inventories
Inventories consist of energy devices to be used in the solar incentive programs offer by TAG. These devices will be used as activity in the incentive programs increases.
Property, Plant & Equipment
Property, plant & equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation of property, plant and equipment and amortization of leasehold improvements are determined using the straight-line method over the estimated useful lives of the related assets shown below.
Building and improvements | | 35 years |
Solar assets | | 30 years |
Equipment, furniture & fixtures | | 5 years |
Vehicles | | 5 years |
Software | | 3 years |
Leasehold improvements | | The lesser of the lease term or the estimated useful life |
Depreciation expense for the three months ended December, 2025 was $31,499.
Net income (loss) per common share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. There are no potentially dilutive shares of common stock.
Share-based expense
ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees”. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
There was no share-based expense for the three and six month periods ended December 31, 2025 and 2024.
THE AWARENESS GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Unaudited)
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes”, as clarified by ASC 740-10, “Accounting for Uncertainty in Income Taxes”. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.
ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied for an extension of time to file with the Internal Revenue Service for its most recent tax filing.
The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices as of December 31, 2025.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences will become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company has recorded a full valuation allowance against its net deferred tax assets because it is not currently able to conclude that it is more likely than not that these assets will be realized. The amount of deferred tax assets considered to be realizable could be increased in the near term if estimates of future taxable income during the carryforward period are increased.
As of December 31, 2025, the Company had unused net operating loss carry forwards of $4,353,070 available to reduce future federal taxable income. The Company’s ability to offset future taxable income, if any, with net operating loss tax carryforwards may be limited due to the non-filing of tax returns. Under the CARES act, net operating losses arising after 2017 can be carried forward indefinitely. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382.
Related Parties
The Company follows ASC 850, “Related Party Disclosures” for the identification of related parties and disclosure of related party transactions.
Recently issued accounting pronouncements
The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.
THE AWARENESS GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Unaudited)
Reclassifications
Certain prior period amounts have been reclassified for comparison with current periods.
Explanatory Note
The consolidated financial statements for the fiscal year ended September 30, 2024 have been restated from those previously issued in the Company's Annual Report on Form 10-K filed in February 2025. The restatement reflects the re-audit of the fiscal 2024 consolidated financial statements by Shah Teelani & Associates, which was required following the sanction of the Company's prior independent registered public accounting firm by the Securities and Exchange Commission.
The restatement combines two distinct categories of adjustment: (i) the consolidation of the accounting acquirer (TAG) for the full fiscal year ended September 30, 2024 under ASC 805 reverse-recapitalization accounting, which the prior filing presented on a two-week stub basis; and (ii) the derecognition of intangible and “other” asset items that do not satisfy the capitalization criteria of ASC 350-40 (Internal-Use Software), ASC 985-20 (Software to Be Sold) or ASC 350 (Intangibles — Goodwill and Other), or that represent gain contingencies within the scope of ASC 450. The items derecognized include the book values historically recorded for websites, membership lists, pre-recorded footage, email-list / CRM intangibles, the Candela mobile application, and the “Other assets” grouping (media-partnership rights, solar incentive receivable, and certain origination contracts) for which contemporaneous development-cost records sufficient to establish a capitalizable amount are not available. The aggregate carrying value derecognized at the opening of the fiscal year ended September 30, 2024 was $9,899,430, and a further $3,998 representing non-capitalizable additions recorded during fiscal 2025 has also been derecognized.
In accordance with the management election described in Note 2 — Basis of Presentation, the derecognition adjustments have been charged against Additional Paid-in Capital (rather than accumulated deficit) at the opening of the earliest period presented. Management considers this presentation the most faithful representation of the non-recurring, non-cash nature of the derecognition — which corrects the prior accounting classification of amounts that were effectively contributed capital rather than incurred losses — and it preserves the alignment of accumulated deficit with the Company’s cumulative net-loss history. The principal restatement adjustments are summarized as follows:
Restatement amounts subject to completion of re-audit by Shah Teelani & Associates.
Effect of Restatement on Consolidated Balance Sheet at September 30, 2024
| | As Previously Reported | | | Adjustments | | | As Restated | |
ASSETS | | | - | | | | - | | | | - | |
Cash and cash equivalents | | | 95,815 | | | | (20,863 | ) | | | 74,952 | |
Accounts receivable | | | - | | | | 300,708 | | | | 300,708 | |
Inventory | | | - | | | | 517,000 | | | | 517,000 | |
Other current assets | | | - | | | | 3,983 | | | | 3,983 | |
Solar project portfolio, net | | | - | | | | 6,870,822 | | | | 6,870,822 | |
Other property and equipment, net | | | - | | | | 128,980 | | | | 128,980 | |
Intangible and platform assets (derecognized — see above) | | | - | | | | - | | | | - | |
Cryptocurrency holdings | | | - | | | | 2,700,000 | | | | 2,700,000 | |
Other assets (derecognized — see above) | | | - | | | | - | | | | - | |
TOTAL ASSETS | | | 95,815 | | | | 10,500,630 | | | | 10,596,445 | |
| | | - | | | | - | | | | - | |
LIABILITIES | | | - | | | | - | | | | - | |
Credit cards payable | | | - | | | | 1,980 | | | | 1,980 | |
Accrued payroll and related amounts | | | - | | | | 108,033 | | | | 108,033 | |
Deferred construction expenses | | | - | | | | 6,870,822 | | | | 6,870,822 | |
Contract liability — solar projects | | | - | | | | 211,463 | | | | 211,463 | |
Loans payable — current | | | - | | | | 53,561 | | | | 53,561 | |
Accrued interest | | | - | | | | 9,001 | | | | 9,001 | |
Other current payables | | | - | | | | 69,020 | | | | 69,020 | |
Notes payable — long term | | | - | | | | 142,413 | | | | 142,413 | |
Total liabilities | | | - | | | | 7,466,293 | | | | 7,466,293 | |
| | | - | | | | - | | | | - | |
STOCKHOLDERS' EQUITY (DEFICIT) | | | - | | | | - | | | | - | |
Preferred stock | | | 1,000 | | | | - | | | | 1,000 | |
Common stock | | | 1,961 | | | | 3,900 | | | | 5,861 | |
Additional paid-in capital (absorbed against derecognition — Option 2) | | | 126,491 | | | | (126,491 | ) | | | 0 | |
Accumulated deficit (absorbs residual write-off) | | | (33,637 | ) | | | (3,476,955 | ) | | | (3,510,591 | ) |
Non-controlling interests | | | - | | | | 6,633,884 | | | | 6,633,884 | |
Total stockholders' equity (deficit) | | | 95,815 | | | | 3,034,339 | | | | 3,130,154 | |
TOTAL LIAB. AND EQUITY | | | 95,815 | | | | 10,500,632 | | | | 10,596,447 | |
THE AWARENESS GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Unaudited)
Effect of Restatement on Consolidated Statement of Operations for the Year Ended September 30, 2024
| | As Previously Reported | | | Adjustments | | | As Restated | |
Revenue | | | 52,400 | | | | 552,389 | | | | 604,789 | |
Cost of revenue | | | 20,877 | | | | 13,728 | | | | 34,605 | |
Gross profit | | | 31,523 | | | | 538,661 | | | | 570,184 | |
SG&A and operating expenses | | (163,407 | ) | | (670,545 | ) | | | (702,068 | ) |
Loss from operations | | (131,884 | ) | | (131,884 | ) | | | (131,884 | ) |
Interest expense | | | (8,620 | ) | | | 6,532 | | | | (2,088 | ) |
Gain on extinguishment of debt | | | 34,000 | | | | (9,161 | ) | | | 24,839 | |
Other income | | | - | | | | 1,424 | | | | 1,424 | |
Net loss before income taxes | | | (42,637 | ) | | | (65,072 | ) | | | (107,709 | ) |
Less: loss attributable to NCI | | | - | | | | (75,209 | ) | | | (75,209 | ) |
Net loss attributable to parent | | | (42,637 | ) | | | (75,209 | ) | | | (182,918 | ) |
Net loss per share — basic and diluted | | | 0 | | | | 0 | | | | (0 | ) |
Description of Restatement Adjustments:
· | (a) Reverse-merger consolidation under ASC 805 — The prior-period presentation reflected The Awareness Group, Inc. on a two-week stub basis (September 17 — September 30, 2024). The restated presentation reflects The Awareness Group, LLC as the accounting acquirer for the full fiscal year ended September 30, 2024, consistent with the reverse-recapitalization conclusion reached in Note 5. This adjustment accounts for the full consolidated balances of TAG’s operating subsidiaries for the periods prior to the September 17, 2024 closing. |
| |
· | (b) Derecognition of non-capitalizable intangibles — The carrying values historically ascribed to websites, social-media memberships, pre-recorded footage, membership lists, CRM / email lists, and the Candela mobile application (aggregating $1,603,430 at October 1, 2023) do not satisfy the capitalization criteria of ASC 350-40 or ASC 985-20 because contemporaneous development-cost records sufficient to establish a capitalizable amount are not available. These items have been derecognized at the opening of the earliest period presented. |
| |
· | (c) Derecognition of “Other assets” (media-partnership rights, solar incentive receivable, origination contracts) — The items historically aggregated in this line ($8,296,000 at October 1, 2023) are either gain contingencies within the scope of ASC 450 or period costs that do not meet asset-recognition criteria. They have been derecognized at the opening of the earliest period presented. The aggregate opening derecognition (b) + (c) is $9,899,430. |
| |
· | (d) Presentation of derecognition — The aggregate derecognition has been allocated under a two-step approach: first, against Additional Paid-in Capital up to the available balance at each reporting date (reducing APIC to zero); second, the residual amount has been charged to accumulated deficit. This allocation reflects management’s determination that, to the extent of contributions-in-kind associated with the original asset recognition, the reduction represents an adjustment to capital contributed, while the unabsorbed residual is appropriately reflected in accumulated deficit as a correction of prior-period error under ASC 250. Allocation at Sep 30, 2024 / Sep 30, 2025: APIC absorbed $6,765,143 / $6,899,148; residual to accumulated deficit $3,134,287 / $3,004,282. |
| |
· | (e) Solar portfolio reclassification — Reclassification of solar project assets from property and equipment to a separately captioned “Solar project portfolio” line for presentational consistency across the two comparative periods. At September 30, 2024 these assets continue to be carried at historical cost (fair-value election is prospective to September 30, 2025 — see Note 6). |
| |
· | (f) Consumer loan note receivables and deferred revenue — Reclassification of TAG Capital consumer loan note receivables and related deferred revenue (PPA and loan-note origination fees) to conform with the restated revenue recognition presentation under ASC 606. |
| |
· | (g) Non-controlling interest — Recognition of the 49% non-controlling interest in Captain Manicorn as of the September 17, 2024 reverse-merger date, with corresponding adjustment to additional paid-in capital. |
| |
· | (h) Going-concern presentation — No numerical adjustment; addition of going-concern explanatory paragraph in Note 3 as required by ASU 2014-15. |
| |
· | (i) Corrections identified during re-audit — Correction of errors identified by Shah Teelani & Associates in the course of re-auditing the original Olayinka Oyebola audit workpapers, including reclassifications and presentational adjustments to conform with SEC Regulation S-X. |
Significant reclassification and corrections were made to align the Company's reporting with generally accepted accounting principles in the United States (“U.S. GAAP”).
THE AWARENESS GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Unaudited)
NOTE 3 – GOING CONCERN
As reflected in the accompanying condensed consolidated financial statements, the Company has only recently begun generating revenues as a result of the TAG transaction on September 17, 2024 and has an accumulated deficit of $4,353,070 at December 31, 2025. The Company generated a consolidated net profit after non-controlling interest for the three months ended December 31, 2025 of $8,652, and until the Company can demonstrate the ability to consistently generate net income and cash flows sufficient to support operating activities, substantial doubt about our ability to continue as a going concern will remain.
The financial statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 4 – Other PROPERTY, PLANT & EQUIPMENT
Other property, plant & equipment consists of the following at December 31, 2025 and September 30, 2025, respectively:
| | December 31, | | | September 30, | |
| | 2025 | | | 2025 | |
Autos and vehicles | | | 87,282 | | | | 87,282 | |
Other equipment | | | 54,603 | | | | 54,603 | |
Total | | | 141,885 | | | | 141,885 | |
Less: accumulated depreciation | | | - | | | | - | |
Total property, plant & equipment, net | | $ | 141,885 | | | $ | 141,885 | |
NOTE 5 – Solar project portfolio
Solar energy systems at December 31, 2025 and September 30, 2025, respectively:
| | December 31, | | | September 30, | |
| | 2025 | | | 2025 | |
Solar Energy systems, at cost | | | 3,556,126 | | | | 3,556,126 | |
Add: Construction in progress | | | 26,173,252 | | | | 25,554,930 | |
Total solar energy systems | | | 29,729,378.18 | | | | 29,111056 | |
Less: Accumulated depreciation | | | (164,725 | ) | | | (133,226 | ) |
Solar energy systems, net | | $ | 29,564653 | | | $ | 28,977,831 | |
NOTE 6 – CRYPTO CURRENCY TOKENS
The Company’s crypto currency tokens consisted of the following at December 31, 2025 and September 30, 2025, respectively
| | December 31, | | | September 30, | |
| | 2025 | | | 2025 | |
Candela tokens | | $ | 2,250,000 | | | $ | 2,250,000 | |
CLA tokens | | | 485,000 | | | | 485,000 | |
Total crypto currency tokens | | $ | 2,735,000 | | | $ | 2,735,000 | |
THE AWARENESS GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Unaudited)
NOTE 7 – NOTES RECEIVABLE
The Company’s notes receivable consisted of the following at December 31, 2025 and September 30, 2025, respectively:
| | December 31, | | | September 30, | |
| | 2025 | | | 2025 | |
Notes receivable | | | 48,000 | | | | - | |
Total other assets | | $ | 48,000 | | | | - | |
NOTE 8 – OTHER ASSETS
The Company’s other assets consisted of the following at December 31, 2025 and September 30, 2025, respectively:
| | December 31, | | | September 30, | |
| | 2025 | | | 2025 | |
Solar incentive program | | | - | | | | - | |
Litigation settlement | | | - | | | | - | |
Media partnership | | | - | | | | - | |
Promoter and producer contracts | | | - | | | | - | |
Security deposit | | | 3,554 | | | | 3,554 | |
Total other assets | | $ | 3,554 | | | | 3,554 | |
NOTE 9 – NOTES PAYABLE
The following sets forth the outstanding principal and accrued interest at December 31, 2025 and September 30, 2025, respectively:
| | December 31, | | | September 30, | |
| | 2025 | | | 2025 | |
Note payable | | | 426,740 | | | | 435,240 | |
Convertible Notes payable | | | 160,000 | | | | 160,000 | |
Accrued interest | | | 124,112 | | | | 124,112 | |
Total note payable and accrued interest | | $ | 710,852 | | | $ | 719,352 | |
NOTE 10 – OTHER CURRENT PAYABLES
Accrued payroll and related expenses totaled $200,561 and $200,561 at December 31, 2025 and September 30, 2025, respectively.
NOTE 11 – EQUITY
Preferred Stock
The preferred shares outstanding on December 31, 2025 and September 30, 2025, were 10,000,000 and 10,000,000, respectively.
Common Stock
Total common shares outstanding at December 31, 2025 and September 30, 2025 were 59,608,825 and 59,608,825, respectively.
NOTE 12 – SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no material subsequent events that require disclosure in these financial statements other than the following transaction.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this report. The management’s discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:
(a) | an abrupt economic change resulting in an unexpected downturn in demand for our services; |
(b) | governmental restrictions or excessive taxes on our services; |
(c) | economic resources to support the development of our projects; |
(d) | expansion plans, access to potential clients, and advances in technology; and. |
(e) | lack of working capital that could hinder acquisitions for development of our projects. |
Results of Operations and Critical Accounting Policies and Estimates.
The results of operations are based on preparation of financial statements in conformity with accounting principles generally accepted in the United States. The preparation of financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the financial statements. The Company’s accounting policies are more fully described in Note 2 to the Notes of Financial Statements.
Results of Operations for the three months ended December 31, 2025 and 2025
Revenues:
Total Revenues: The Company generated revenues of $331,956 for the three months ended December 31, 2025, which was materially related to Power Purchase Agreements entered into with third parties.
There were revenues of $14,793,455 generated during the three months ended December 31, 2024.
Expenses:
Total Costs of Revenues: Total costs of revenues for the three months ended December 31, 2025 were $38,116 and consisted primarily of depreciation and other costs related to the Power Purchase Agreements.
There were costs of revenues of $7,252,317 for the three months ended December 31, 2024.
Total Operating Expenses. Total operating expenses for the three months ended December 31, 2025 and December 31, 2024 were $ $285,188 and $226,806, respectively. Total operating expenses consisted of salaries and wages, accounting fees, legal fees, travel expenses and other normal recurring operating expenses.
Other Income (Expense): Total other income (expense) for the three months ended December 31, 2025 and 2024 was Nil and $5,020, respectively.
Financial Condition.
Total Assets. Total assets at December 31, 2025 and September 30, 2025 were $33,216,657 and $32,598,183, respectively. Total assets consisted primarily of net solar assets of $29,564,653 and $28,977,831; inventory of $ $650,000 and $650,000; other property, plant and equipment of $ $141,885 and $141,885; other assets of $ $3,553 and $ $3,553; and crypto currency tokens of $2,735,000 and $2,735,000, respectively.
Total Liabilities. Total liabilities at December 31, 2025 and September 30, 2025 were $31,031,607 and $30,421,785, respectively. Total liabilities consisted primarily of deferred construction costs of $29,729,378 and $29,111,056; and notes and convertible notes of $728,729 and $737,229, respectively.
Liquidity and Capital Resources.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.
The Company generated a net gain of $8,652 for the three months ended December 31, 2025 and a net gain of $7,292,314 for the three months ended December 31, 2024, respectively. The Company has accumulated losses totaling $(4,353,070) at December 31, 2025. Until the Company can consistently generate net income and positive cash flows from operations, it may require additional funding for continuing the development and marketing of products and future growth initiatives. As a result, this raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
At December 31, 2025, the Company had a working capital deficit of $(10,687,225), which will be used to support continuing operations in the near-term.
For the three months ended December 31, 2025, we used cash from operating activities of (7,848.26) versus generation cash of $57,063 in operations during the three months ended December 31, 2024. The net cash generated from and used in operating activities includes our net operating results, and the changes in our operating assets and liabilities.
Net cash used in investing activities totaled $0 and ($37,000) for the three months ended December 31, 2025 and 2024, respectively. The cash was used to increase intangible assets.
Net cash used in financing activities for the three months ended December 31, 2025 and 2024 was ($8,500) and generation of $5,469, respectively. Net cash provided by financing activities includes proceeds from notes payable.
We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing as needed. However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. Our Plan of Operation for the next twelve months is to raise capital to implement our strategy, if we do not have the necessary cash and revenue to satisfy our cash requirements. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then we may not be able to expand our operations. If adequate funds are not available, we believe that our officers and directors will contribute funds to pay for some of our expenses. However, we have not made any arrangements or agreements with our officers and directors regarding such advancement of funds. We do not know whether we will issue stock for the loans or whether we will merely prepare and sign promissory notes. If we are forced to seek funds from our officers or directors, we will negotiate the specific terms and conditions of such loan when made, if ever.
We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.
Capital Resources.
We had no material commitments for capital expenditures as of December 31, 2025.
Off-Balance Sheet Arrangements
We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are not required to provide the information required by this item as we are considered a smaller reporting company, as defined by Rule 229.10(f)(1).
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as this Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized, recorded and reported; and (2) our assets are safeguarded against unauthorized or improper use, to permit the preparation of our condensed consolidated financial statements in conformity with GAAP. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
In connection with the preparation of this Form 10-Q, our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this Form 10-Q, our disclosure controls and procedures were not effective.
Limitations on Controls
Management does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions are being performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties in all of our financially significant processes and have concluded that this control deficiency represented a material weakness. We plan to remediate this weakness over the next 12 months.
Notwithstanding the assessment that our disclosure controls and procedures and our internal controls over financial reporting were not effective and that there are material weaknesses as identified herein, we believe that our condensed consolidated financial statements contained in this Form 10-Q fairly present our financial position, results of operations and cash flows for the periods covered thereby in all material respects.
Changes in Internal Controls
During the three months ended December 31, 2025, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time-to-time we may be a defendant or plaintiff in various legal proceedings arising in the normal course of our business. We do not know of any material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.
ITEM 1A. RISK FACTORS
As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
Item 3. Defaults Upon Senior Securities.
There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.
Item 4. Mine Safety Disclosures.
Not applicable
Item 5. Other Information.
Item 6. EXHIBITS
INDEX TO EXHIBITS
Exhibit Number and Description | | Location Reference |
| | | | |
(a) | Financial Statements | | Filed herewith |
| | | | |
(b) | Exhibits required by Item 601, Regulation SB; | | |
| | | | |
| (3.0) | Articles of Incorporation | | |
| | | | | |
| | (3.1) | Certificate of Incorporation | | See Exhibit Key |
| | | | | |
| | (3.2) | By-Laws | | See Exhibit Key |
| | | | | |
| (31.1) | Certificate of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
| | | | | |
| (32.1) | Certificate of Principal Executive Officer, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
| | | | |
| (31.2) | Certificate of Principal Financial and Accounting Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
| | | | | |
| (32.2) | Certificate of Principal Financial and Accounting Officer, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
| | | | | |
(101.INS) | Inline XBRL Instance Document | | Filed herewith |
(101.SCH) | Inline XBRL Taxonomy Ext. Schema Document | | Filed herewith |
(101.CAL) | Inline XBRL Taxonomy Ext. Calculation Linkbase Document | | Filed herewith |
(101.DEF) | Inline XBRL Taxonomy Ext. Definition Linkbase Document | | Filed herewith |
(101.LAB) | Inline XBRL Taxonomy Ext. Label Linkbase Document | | Filed herewith |
(101.PRE) | Inline XBRL Taxonomy Ext. Presentation Linkbase Document | | Filed herewith |
(104) | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | Filed herewith |
Exhibit Key
3.1 | Incorporated by reference herein to the Company’s Form 10 Registration Statement filed with the Securities and Exchange Commission on September 29, 2015. |
| |
3.2 | Incorporated by reference herein to the Company’s Form 10 Registration Statement filed with the Securities and Exchange Commission on September 29, 2015. |
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
NAME | | TITLE | | DATE |
| | | | |
/s/ Pablo Diaz | | Chief Executive Officer (Principal Executive Officer) | | April 16, 2026 |
Pablo Diaz | | | | |
/s/ Brian Odle | | Interim Chief Financial Officer (Principal Financial Officer) | | April 16, 2026 |
Brian Odle | | | | |
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants
Which Have Not Registered Securities Pursuant to Section 12 of the Act. None.
