UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

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

 For the fiscal year ended: June 30, 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 No. 001-42033

 CleanCore Solutions, Inc.

 (Exact name of registrant as specified in its charter)

 Nevada

 88-4042082

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 5920 S 118th Circle, Omaha, NE

 68137

 (Address of principal executive offices)

 (Zip Code)

 (877) 860-3030

 (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

 Class B Common Stock, par value $0.0001 per share

 ZONE

 NYSE American LLC

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 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 during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes
No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether registrant is a
shell company (as defined in Rule 12b-2 of the Act). Yes No

 As of December 31, 2024 (the last business day
of the registrant's most recently completed second fiscal quarter), the aggregate market value of the registrant's class B
common stock held by non-affiliates (based upon the closing price as reported on NYSE American) was approximately $ 6.6 million. Shares
held by each executive officer and director and by each person who owns 10% or more of the outstanding shares of class B common stock
have been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.

 As of August 21, 2025, there were a total of 11,175,846
shares of the registrant's class B common stock issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the registrant's definitive
proxy statement relating to its 2025 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report
on Form 10-K where indicated. The registrant's definitive proxy statement will be filed with the U.S. Securities and Exchange Commission
within 120 days after the end of the fiscal year to which this report relates.

 CleanCore Solutions, Inc.

 Annual Report on Form 10-K

 Year Ended June 30, 2025

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6.

 [Reserved]

 Item 7.

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

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accounting Fees and Services.

 Item 15.

 Exhibit and Financial Statement Schedules.

 Item 16.

 Form 10-K Summary.

 i

 INTRODUCTORY NOTES

 Use of Terms

 Except as otherwise indicated by the context and
for the purposes of this report only, references in this report to "we," "us," "our" and "our
company" refer to CleanCore Solutions, Inc., a Nevada corporation, and its wholly owned subsidiary CleanCore Global Limited, an
Irish company, or CleanCore Global.

 Special Note Regarding Forward-Looking Statements

 This report contains forward-looking statements
that are based on our management's beliefs and assumptions and on information currently available to us. All statements other than
statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance
and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

 our goals and strategies;

 our future business development, financial condition and results of operations;

 expected changes in our revenue, costs or expenditures;

 growth of and competition trends in our industry;

 our expectations regarding demand for, and market acceptance of, our products and services;

 our expectations regarding our relationships with investors, institutional funding partners and other
parties we collaborate with;

 fluctuations in general economic and business conditions in the market in which we operate; and

 relevant government policies and regulations relating to our industry.

 In some cases, you can identify forward-looking
statements by terms such as "may," "could," "will," "should," "would," "expect,"
"plan," "intend," "anticipate," "believe," "estimate," "predict,"
"potential," "project" or "continue" or the negative of these terms or other comparable terminology.
These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and
unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results.
Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item
1A " Risk Factors " and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying
assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking
statements. No forward-looking statement is a guarantee of future performance.

 In addition, statements that "we believe"
and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available
to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information
may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or
review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not
to unduly rely upon these statements.

 The forward-looking statements made in this report
relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the
federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new
information, future events, changed circumstances or any other reason.

 ii

 ITEM 1. BUSINESS.

 Overview

 We specialize in the development and production
of cleaning products that produce pure aqueous ozone for professional, industrial, or home use. We have a patented nanobubble technology
using aqueous ozone that we believe is highly effective in cleaning, sanitizing, and deodorizing surfaces and high-touch areas.

 Our mission is to become a leader in creating
safe, clean spaces that are free from any chemical residue or skin irritants. We are currently expanding our distributor network, improving
our production processes, and proving the effectiveness of our products in restaurants, airports, and hotels.

 As noted by the U.S. Environmental Protection
Agency, or the EPA ("Wastewater Technology Fact Sheet: Ozone Disinfection," September 1999), ozone has been used in water
treatment facilities to remove pathogens from water for decades. However, ozone was not safe for traditional cleaning because the gas
alone can be harmful when inhaled. In recent years, ozone has been found to become a powerful cleaning solution if infused into tap water,
which then creates a solution called aqueous ozone. Once the ozone is added into the water, the resulting solution is safe to handle,
yet continues to hold the effective cleaning and oxidizing components of ozone.

 Our product offerings utilize a patented technology
that we believe produces an enhanced aqueous ozone solution that requires no additives, filters, or advanced chemicals. We believe that
we are the only company that has an aqueous ozone solution that is produced in the form of nanobubbles. In a critical review from Environmental
Science Nano ("Disinfection applications of ozone micro- and nanobubbles," November 2, 2021) authors Petroula Seridou and
Nicolas Kalogerakis explain that since its discovery in the 1990's, nanobubbles have been used to remove pollutants in many industries,
including biopharma and food processing. Nanobubbles are nanometer-sized (one billionth of a meter) gaseous cavities in a liquid solution.
The common micro sized bubbles have larger diameters which causes them to rise quickly to the surface of an aqueous solution as compared
to the smaller bubbles.

 Since nanobubbles have no natural buoyancy, they
remain underwater, where each tiny, negatively charged bubble is attracted to positively charged pollutants and harmful toxins. In the
article, Seridou and Kalogerakis write about how this union causes the nanobubbles to release ozone which extinguishes pathogens and slowly
breaks down the cell walls of mold, germs, and other residues. Further, a smaller size of nanobubbles is also more effective as they have
a higher density of ozone and are able to provide a more thorough surface coverage, which destroys a higher number of contaminants.

 Our pure aqueous ozone product is a natural cleaner,
sanitizer, and deodorizer produced through the infusion of ozone into water using electricity. The use of this ozone solution has been
proven effective in eliminating germs, viruses, bacteria, allergens, and molds; and it performs better than bleach according to a research
report published by PLoS One ("The microbial killing capacity of aqueous and gaseous ozone on different surfaces contaminated with
dairy cattle manure," May 14, 2018). Aqueous ozone technology has been tested and previously destroyed pathogens including E. Coli,
Staphylococcus, Listeria, and Salmonella as described in Catalyst journal ("Ozone and Photocatalytic Processes for Pathogens Removal
from Water: A Review," January 5, 2019). The solution cleans hard surfaces, floors, carpets, upholstery, and food contact surfaces.

 In addition, in an independent case study at Cape
Coral Hospital in Florida, the aqueous ozone solution worked to significantly deodorize smells. The same internal case study notes that
the aqueous ozone does not mask smells, but instead destroys the bacterium causing the smell.

 Our aqueous ozone solution is referred to as "pure"
because of its ability to keep high concentration of ozone in the solution without needing to use a stabilizer or additive. Depending
on the product, the pure aqueous ozone solution contains between 0.5 to 1.5 parts per million, or ppm, of ozone for professional cleaning
and up to 20 ppm of ozone for industrial cleaning. At these levels, we believe the concentration of ozone within the solution is strong
enough to effectively clean and deodorize better than bleach.

 Corporate History and Structure

 We were incorporated in the State of Nevada on
August 23, 2022 under the name CC Acquisition Corp. for the sole purpose of acquiring substantially all of the assets of CleanCore Solutions,
LLC, a Delaware limited liability company, or CleanCore LLC, TetraClean Systems, LLC, a Delaware limited liability company, or TetraClean,
and Food Safety Technology L.L.C., a Delaware limited liability company, or Food Safety. On November 21, 2022, we changed our name from
CC Acquisition Corp. to CleanCore Solutions, Inc.

 On October 17, 2022, we entered into an asset
purchase agreement with CleanCore LLC, TetraClean, Food Safety and Burlington Capital, LLC, or Burlington, the majority owner of these
entities, pursuant to which we acquired substantially all of the assets of CleanCore LLC, TetraClean and Food Safety for a total purchase
price of $5,000,000, consisting of $2,000,000 in cash and the issuance of a promissory note in the principal amount of $3,000,000.

 The predecessor of CleanCore LLC was CleanCore
Technologies, LLC, which was formed in 2014 and was wholly owned by Center Ridge Holdings, LLC. CleanCore LLC was formed in 2019 by Burlington
and Walker Water, LLC d/b/a O-Z Tech. In 2019, prior to the formation of CleanCore LLC, Center Ridge Holdings, LLC transferred substantially
all of the assets of CleanCore Technologies, LLC to Burlington, which then transferred such assets to CleanCore LLC. TetraClean and Food
Safety were created to focus on industrial and food safety, respectively. CleanCore LLC, TetraClean, and Food Safety were all under majority
control by Burlington prior to the acquisition by CC Acquisition Corp. All discussions
in this report regarding our business prior to the acquisition reflect the combined business of CleanCore LLC, TetraClean, and
Food Safety, our predecessor companies. Prior to the acquisition, we had no operations
other than operations relating to our incorporation and organization.

 On January 29, 2025, we established CleanCore
Global as a wholly owned subsidiary in Ireland in anticipation of the acquisition described below.

 On February 21, 2025, CleanCore Global entered
into an asset purchase agreement, which was amended on April 15, 2025, with Sanzonate Europe Ltd., an Irish incorporated company, or Sanzonate,
and Sanzonate Global Inc., the majority stockholder of Sanzonate, pursuant to which on April 15, 2025 CleanCore Global acquired substantially
all of the assets of Sanzonate used in the manufacturer and distribution of aqueous ozone products for an aggregate purchase price of
$2,475,000, consisting of: (i) $425,000 in cash; (ii) the issuance of a promissory note in the principal amount of $800,000; and (iii)
up to $1,250,000 in Earn-Out Payments (as defined below). As additional consideration, we issued to Sanzonate Global Inc. a five-year
warrant to purchase 425,000 shares of our class B common stock at an exercise price of $1.25 per share.

 Sanzonate is also entitled to receive the following
payments (which we refer to as the Earn-Out Payments) to the extent that Net Sales (as defined in the asset purchase agreement) achieve
the following milestones during the five-year period beginning on the closing date and ending on the fifth anniversary of the closing
date. If Net Sales are at least (i) 2,000,000, CleanCore Global shall pay $200,000 to Sanzonate; (ii) 4,000,000, CleanCore
Global shall pay an additional $200,000 to Sanzonate; (iii) 6,000,000, CleanCore Global shall pay an additional $200,000 to Sanzonate;
(iv) 8,000,000, CleanCore Global shall pay an additional $200,000 to Sanzonate; (v) 10,000,000, CleanCore Global shall pay
an additional $200,000 to Sanzonate; and (vi) 12,000,000, CleanCore Global shall pay an additional $250,000 to Sanzonate.

 As of the date of this report, CleanCore Global
is our only subsidiary.

 Products

 We offer products and solutions that are marketed
for janitorial and sanitation, ice machine cleaning, laundry, and industrial industries. Our products are used in many types of environments
including retail establishments, distribution centers, factories, warehouses, restaurants, schools and universities, airports, healthcare,
food service, and commercial buildings such as offices, malls, and stores.

 Janitorial and Sanitation

 Within the janitorial and sanitation sector, we
currently manufacture the following products:

 Fill Stations: Wall-mounted units that produce on demand aqueous ozone and can fill up spray
bottles or buckets for general cleaning, including our 1.0 Fill Station, which can produce one gallon per minute of aqueous ozone for
users with smaller cleaning needs, and our 3.0 Fill Station, which can produce three gallons per minute and is designed for commercial
and industrial cleaning requirements.

 POWER CADDY: A 12-gallon tank that generates aqueous ozone within it, so users are able
to generate on-site, on-demand aqueous ozone as they clean. These units come equipped with a spray gun and vacuum hose to properly clean
all locations. The POWER CADDY includes a high-pressure spray gun with a pressure per inch boost over 100 for more intense cleaning.

 POWER MINI CADDY. A six-gallon tank that generates aqueous ozone within it, so users are
able to generate on-site, on-demand aqueous ozone as they clean. This product comes equipped with a spray gun and vacuum hose to properly
clean all locations. The MINI CADDY is a smaller version of the POWER CADDY that is popular in smaller areas such as restaurants.

 Ice System

 The Ice Treatment System establishes a proactive
ice machine cleaning program. Cleaning ice machines is a labor intensive and slow process that needs to happen often to stop the buildup
of bacteria and mold in the ice machine, the buildup of which could contaminate the ice supply. Ice machines, like other water systems
used within indoor environments, create ideal conditions for fostering the growth of bacteria and mold. Pure aqueous ozone is highly effective
in cleaning the inside of ice machines. Our Ice System destroys bacteria by sending 0.50 ppm of aqueous ozone through the ice machine
each time it makes more ice. Aqueous ozone proactively prevents the growth of Listeria, Salmonella, E. Coli, Norwalk Virus, and Shigella
in the ice and keeps the ice pure while preventing respiratory and gastrointestinal illnesses.

 Commercial and Residential Laundry

 We believe that the laundry unit effectively oxidizes
and deodorizes to extend the life of your laundry. When the laundry ozone unit is connected to a washing machine, the aqueous ozone is
used to clean towels and linens. As a result, by avoiding harsh chemicals, the aqueous ozone may expand the life of the linens, reduce
dry time, and eliminate skin irritation. The flow rate of the commercial product is five GPM on each line.

 Industrial Cleaning Products

 We also plan to make aqueous ozone available for
industrial applications, primarily for the purpose of keeping industrial plants and production lines clean. We believe this industrial
product is safe to be used on food-contact surfaces and has been used in meat packing plants to eliminate the need to stop the packaging
line for cleaning. Additional applications for this product may include pet food packaging and manufacturing, canning operations, breweries,
wineries, distilleries, and consumer health manufacturers.

 We build
 customized cleaning systems to meet the required needs of our clients. Our system's
volume output ranges from 10-250 GPM of our patented solution. The concentration levels of our aqueous ozone solutions can be adjusted
to suit our client's distinctive needs. Multiple units can be placed in tandem for large volume projects. Concentration levels
of ozone can be established at up to 20 ppm of ozone.

 Sanitizing and Disinfectant Tablets

 Branded " GreenKlean,"
these chlorinated tablets kill 99.9% of viruses and bacteria on a surface. These tablets
eliminate odors while disinfecting and can be used on a variety of hard non-porous surfaces. We believe each tablet is easy to use, fast
dissolving in water, and each tablet provides a single, standardized cleaning dose. The solution created from the tablet when mixed with
water may be applied with a spray device, cloth, wipe, sponge, brush, or mop. Each tablet is effective for up to three days in a closed
container and should be prepared daily when used in open containers. Generally, there is no need to rinse off the product after cleaning,
the surface just needs to fully air dry, with no remaining residue left nor harm to the surfaces' finish. The tablets are made according
to standards of the National Science Foundation, an independent agency of the United States government that supports fundamental research
and education in all the non-medical fields of science and engineering, under the "D2" classification, which means these tablets
may be used as an antimicrobial agent that would not need to be rinsed or qualified as a "no rinse sanitizer."

 Manufacturing

 We
currently source components and raw materials both domestically and overseas from vendors. The components and raw materials are shipped
to our facility in Omaha, NE and assembled. We have implemented a strict quality control program which is run by our Director of Operations
along with our Lead Production Supervisor. We have inventory control systems at our facilities
that track each manufacturing and packaging component as we receive it from our supply sources through manufacturing and shipment of each
product to customers. To facilitate this tracking, most products we sell are bar coded. We believe our distribution capabilities increase
our flexibility in responding to our customers' delivery requirements.

 Our manufacturing
operations are designed to allow low-cost production of a wide variety of products of different quantities, physical sizes and packaging
formats, while maintaining a high level of customer service and quality. Flexible production line changeover capabilities and reduced
cycle times allow us to respond quickly to changes in manufacturing schedules and customer demands.

 We believe that our manufacturing facilities generally
have sufficient capacity to meet our current business requirements and our currently anticipated sales.

 Raw Materials and Suppliers

 The
primary raw materials used in the manufacture of our products are chassis, generators, various sockets, degas cylinders, and a variety
of other components. The cost of
these raw materials is a key factor in pricing our products.

 We source raw materials from multiple regional,
national and foreign suppliers; however, we have a single vendor for a major component of two of our main products. For the years ended
June 30, 2025 and 2024, this vendor accounted for approximately 11% and 30%, respectively, of our total purchases. Certain of our materials
come from Asian-based suppliers. Raw materials from Asian-based suppliers may be subjected to import duties, depending on various
foreign policies of the US government. As such, we continue to explore partnership or supplier opportunities to optimize our costs.

 As noted above, we have historically purchased
certain key raw materials from a limited number of suppliers. We purchase raw materials on the basis of purchase orders. While we believe
that there is an ample supply of most of the raw materials that we need, in the absence of
firm and long-term contracts, we may not be able to obtain a sufficient supply of these raw materials from our existing suppliers
or alternates in a timely fashion or at a reasonable cost. If we fail to secure a sufficient supply of key raw materials in a timely fashion,
it will result in a significant delay in delivering our products. Furthermore, failure to obtain a sufficient supply of these raw materials
at a reasonable cost could also harm our revenue and gross profit margins. Please see Item 1A " Risk Factors—Risks Related
to Our Business and Industry—We have historically depended on a limited number of third parties to supply key raw materials to us
and the failure to obtain a sufficient supply of these raw materials in a timely fashion and at reasonable costs could significantly delay
our delivery of products " for a description of the risks related to our supplier relationships.

 Sales and Marketing

 We will
utilize media, websites, email lists, social media to reach industries and new potential clients. We actively participate in a variety
of trade shows in health care, food service, commercial real estate, and schools and universities where we demonstrate and market our
products to thousands of potential and existing customers. We will also use these marketing tactics to grow awareness for our products
that we deploy in various cleaning applications. Finally, we will distribute press releases, attend industry conferences, and leverage
our relationships with existing customers to grow our client base.

 During the
fourth quarter of fiscal 2025, we acquired the assets of Sanzonate and formed CleanCore Global in Ireland. We will work to expand the
distribution base the former Sanzonate operation had by selling units in Europe through CleanCore Global.

 We believe the work we are doing with KBS (as
described below) will allow us to expand sales opportunities with other building service management companies located in North America
and the European Union through CleanCore Global.

 Customers

 Historically,
we previously sold most of our products through distributors. Over the past two years, we have started to sell an increasing number of
products directly to end customers.

 On January
10, 2025, we signed a three-year memorandum of understanding with Kellermeyer Bergensons Services, LLC, or KBS. KBS is a national building
service management company that provides janitorial services to over 100,000 buildings in the United States. The memorandum of
understanding covers pricing, accounts payable terms, and other key items to establish an opportunity for both companies to grow together.
KBS issued its first purchase order on May 28, 2025 for $1.369 million, of which $863,000 was invoiced in June 2025 and the remaining
balance is scheduled to be shipped and invoiced between July and September of 2025. A second purchase order from KBS was received on June
4, 2025 for $261,000 with shipment scheduled between July and September of 2025.

 For the
year ended June 30, 2025, two customers, KBS and Prolink, Inc., accounted for 42% and 17% of revenue, respectively, and one customer,
KBS, accounted for 47% of all accounts receivable as of June 30, 2025. For the year ended June 30,
2024, one customer, Pro-Link, Inc., accounted for 14% of revenue, and two customers, Consensus Group and Tharaldson Hospitality,
each accounted for 28% of all accounts receivable as of June 30, 2024. We do not have a long-term contract with any
of these customers mentioned (the memorandum of understanding with KBS is not binding and does not require the purchase of specific quantities
of products). We primarily sell products to customers under individual purchase orders placed by them under their standard terms
and conditions of sale. These terms and conditions generally include insurance requirements, representations by us with respect to the
quality of our products and our production process, our obligations to comply with law, and indemnifications by us if we breach our representations
or obligations. There is no commitment from any of these customers to purchase from us, or from us to sell to them, any minimum number
of products.

 The loss of any major customer could have a material
adverse effect on our results of operations. See Item 1A " Risk Factors—Risks Related to Our Business and Industry—Our
major customers account for a significant portion of our revenue and the loss of any major customer could have a material adverse effect
on our results of operations."

 Competition

 The janitorial services industry is highly competitive
and has many established, large and small global competitors. We compete against a wide range of cleaning-focused businesses. Some of
our current competitors may be larger than we are, have larger customer bases, greater brand recognition and operating histories, a dominant
or more secure position, broader geographic scope, volume, scale, resources, and more market share than we do, or offer products and services
we do not offer. Other competitors are smaller, younger, companies that may be more agile in responding quickly to new products or changes
in the market.

 Our major competitors for our products are traditional
cleaning companies such as Proctor and Gamble and Unilever, which are companies that develop and manufacture traditional chemical cleaning
products. However, to the best of our knowledge, none of them have an aqueous ozone technology. We also compete with companies in the
aqueous ozone cleaning market such as Tennant Company, Tersano Inc., and Enozo Technologies Inc and O3 Waterworks. Each of these companies
also produces devices to make aqueous ozone, and Tersano Inc. and Enozo Technologies Inc. produce aqueous ozone products for both personal
and professional use.

 We also compete with a multitude of foreign, regional,
and local competitors that vary by market. If our existing or future competitors seek to gain or retain market share by reducing prices,
we may be required to lower our prices, which would adversely affect our operating results. Similarly, if customers or potential customers
perceive the products or services offered by our existing or future competitors to be of higher quality than ours or part of a broader
product mix, our revenues may decline, which would adversely affect our operating results.

 Competitive Strengths

 We believe that the following competitive strengths
contribute to our success and differentiate us from our competitors:

 We have numerous patents for our technology. We currently
have 15 patents for our technology. These patents cover the functions of our products that allow our machines to produce ozone in the
form of nanobubbles.

 We have experience in the cleaning industry. Our acquisition
and subsequent business with aqueous ozone products have led us to maintain and uphold significant and meaningful relationships throughout
the service cleaning industry with various providers of cleaning services.

 We believe that our products eliminate the need for harsh
chemicals and reduce costs of labor in janitorial services. Various chemical solutions for cleaning are costly, but with the aqueous
ozone solution, we believe hospitals may reduce expenditures by switching to the aqueous ozone technology. Our customers in janitorial
services have reported a reduced time in cleaning and sanitizing, which saves our customers on labor costs.

 There is no chemical residue left after using our solution,
and we believe it causes less irritation compared to typical cleaning agents. When cleaning with the aqueous ozone solution, it
may remove and deodorize surfaces without using harsh caustic chemicals, and only water remains on the surface after cleaning, not any
chemical residue that may require additional rinsing. As a result, our clients may report less eye, skin, and respiratory irritation after
switching to our cleaning products.

 Our product is environmentally conscious. Our goal
is to reduce packaging waste when replacing traditional cleaners and their packaging with aqueous ozone dispensers. We believe our product
also reduces water consumption while cleaning. A two-year study at a major Vancouver hospital found that clients use 90% less water since
the aqueous ozone technology removes the need to flush the cleaning dispensing system between various chemical cleaning agents. Overall,
our products may reduce the carbon footprint of a janitorial service business when used in lieu of traditional cleaning methods.

 Growth Strategies

 The key elements of our strategy
to grow our business include:

 Targeting key industries. Historically, we sold our
products primarily through geographic and strategic distributors across the United States and Europe in the janitorial services sector.
In the past twelve months, we have shifted our focus to selling direct to end users. Our focus target groups include building service
management companies, hospitality, education, venue, and education.

 Deploy marketing strategies that raise awareness for our cleaning
products. We plan to expand our marketing efforts to increase awareness of our products. Our strategy includes attending industry
conferences and working with salespeople to start the use of our product in new areas.

 Create partnerships through exclusive licensing for distributors
and a direct sales model. We anticipate evolving the business model into a hybrid of both traditional distributors and a direct
sales model with key salespeople penetrating the health care, education, food service, and commercial buildings industries. Our goal is
also to create partnerships with some of the largest sports and entertainment arenas in the world, providing end-to-end sales and service.

 Expand distribution to the European Union. With the
acquisition of the assets of Sanzonate and the formation of CleanCore Global, we anticipate expanding the distribution network that Sanzonate
had to cover the entire European Union. We believe that Sanzonate was a market leader in providing Aqueous Ozone cleaning devises in the
European Union and we plan to capitalize on this opportunity.

 Research and Development

 We are continuing
our research and development into specific product applications across our core janitorial and sanitation product line, specifically aligning
our new direct sales and support strategy by evolving the existing product lines to capture new "real time" testing evaluations.

 Previously,
we had conducted an adenosine triphosphate study on the Clemson University Core buildings to determine the cleaning effect of aqueous
ozone and our products.

 We are also
active in developing consumer-focused products that can be sold and marketed online and in large box retail stores across the country.
We are exploring the development of our products for expanded usage in key market segments such as health care, food service, and commercial
cleaning industries.

 Intellectual Property

 Currently,
we hold 15 patents, including 10 in the United States, 1 in Mexico and 4 in Canada. These patents cover the functions of our products
that allow our machines to produce the ozone in the form of nanobubbles. Each of our United States patents are utility patents, and are
owned by us. We currently do not license any patents.

 Patent Title

 Patent Number

 Jurisdiction

 Expiration Year

 Ozone Cleaning System

 2680331

 Canada

 2028

 Ozone Cleaning System

 320909

 Mexico

 2028

 10479683

 2028

 Reaction Vessel for an Ozone Cleaning System

 8075705

 2029

 Aqueous Ozone Solution for Ozone Cleaning System

 8071526

 2029

 Aqueous Ozone Solution for Ozone Cleaning System

 8735337

 2029

 9174845

 2029

 Ozone Cleaning System

 9068149

 2030

 9522348

 2030

 System for Producing and Distributing an Ozonated Fluid

 2802307

 Canada

 2031

 2802311

 Canada

 2031

 2896332

 Canada

 2034

 Method and Systems for Controlling Microorganisms

 9670081

 2035

 Apparatus for Generating Aqueous Ozone

 11033647

 2039

 Apparatus for Generating Aqueous Ozone

 11660364

 2039

 To protect our intellectual property, we rely
on a combination of laws and regulations, as well as contractual restrictions. We rely on Federal patent laws to protect our intellectual
property, including our patented technology. We also rely on the protection of laws regarding unregistered copyrights for certain content
we create and trade secret laws to protect our proprietary technology. To further protect our intellectual property, we enter into confidentiality
agreements with our executive officers and directors.

 Employees

 We seek
to attract and retain quality employees in the areas of sales, marketing, and internal operations. Our salespeople will be selected to
continue to identify and develop our client relationships. Our marketing staff will develop brand awareness of our products within the
janitorial services market.

 As of June 30, 2025, we had
15 full time employees, 13 of whom were in the United States and 2 of whom were in Ireland. None of our employees are represented
by labor unions, and we believe that we have an excellent relationship with our employees.

 Government Regulation

 As a manufacturer
of ozone devices, we are subject to regulation by multiple U.S. government agencies, including the EPA. We must also comply with the Federal
Insecticide, Fungicide, and Rodenticide Act, or FIFRA, which establishes procedures for registering pesticides and pesticide generating
devices with the U.S. Department of Agriculture and following established labeling provisions. FIFRA mandates that the EPA regulates the
use and sale of pesticides and pesticide generating devices to protect human health and preserve the environment. Under FIFRA's
definition, ozone is considered a pesticide and manufacturers of ozone generating devices are required to register with the EPA. Our EPA
registration establishment number is 090379-NE-001.

 We are also
subject to regulation by the U.S. Food and Drug Administration, or the FDA, for the use of ozone for water treatment as well as its use
as an antimicrobial agent for the treatment, storage, and processing of foods. In 1982, the FDA granted "GRAS" approval, meaning
it is "generally recognized as safe" status for ozone treatment of bottled water. The FDA and the Center for Food Safety and
Applied Nutrition announced on June 26, 2001 that ozone may be safely used in the treatment, storage, and processing of foods, including
meat and poultry, when used in accordance with the specified conditions; and that ozone is approved as a secondary food additive permitted
for human consumption.

 Additionally,
the U.S. Department of Agriculture and Food Safety and Inspection Service declared in December 2001 that ozone may be used on food labeled
as "organic," and that there are no special labeling requirements for treated raw and ready-to-eat meat and poultry products
if treated with ozone just prior to packaging.

 The Occupational
Safety and Health Administration, or OSHA, and the American Conference of Governmental Industrial Hygienists, or ACGIH, have also issued
guidelines and regulations for ozone gas exposure. OSHA regulates ozone gas exposure based on time-weighted averages, and states that
ozone levels in ambient air should not exceed 0.10 ppm for an eight-hour exposure period. Similarly, ACGIH guidelines state provide for
similar time weighted averages, distinguishing based on the level of exertion starting from 0.10 ppm of ozone exposure for eight hours
of light work to 0.05 ppm of ozone exposure for eight hours of during heavy work.

 The Hazard
Communication Standard provides workers who are exposed to hazardous chemicals or alike with "the right to know" the identities
and protective measures to be taken to protect themselves from adverse effect of air contaminants. Government recommendations include
guidelines that if an employee is exposed to ambient ozone levels higher than permitted, to wear a respirator or other personal protective
equipment until such a time when air contaminate levels are in within compliance according to the OSHA standards.

 In Canada,
Health Canada has issued our company a letter of no-objection to the use of our solution as a sanitizer in Canada for use as a general
use sanitizer, hand disinfectant, personal hygiene cleaner, as a drain cleaner, for food packaging materials, and in use with food contacting
hard surfaces. Our Health Canada reference numbers are: IS13041201/02, IS13041209 to IS13041216, and IP13101701.

 The application, interpretation, and enforcement
of these U.S. and foreign laws and regulations are often uncertain, particularly in the rapidly evolving industry in which we operate
and may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices.
Any existing or new legislation applicable to our operations could expose us to substantial liability, including significant expenses
necessary to comply with such laws and regulations, to respond to regulatory inquiries or investigations, and to defend individual or
class litigation. These events could dampen growth in the use of the internet in general and cause us to divert significant resources
and funds to addressing these issues, and possibly require us to change our business practices.

 ITEM 1A. RISK FACTORS.

 An investment in our securities involves a
high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information
contained or referred to in this report, before making an investment decision with respect to our securities. If any of the following
events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected.
In that event, the market price of our stock could decline, and you could lose all or part of your investment.

 Risks Related to Our Business and Industry

 We are an early-stage company with a limited
operating history.

 We are an early, startup stage company with a
 limited history upon which you can evaluate our business and prospects. Our prospects
must be considered in light of the risks encountered by companies in the early stages of development in highly competitive markets. You
should consider the frequency with which early-stage businesses encounter unforeseen expenses, difficulties, complications, delays
and other adverse factors. These risks are described in more detail below.

 We have incurred losses since our inception,
and we may not be able to manage our business on a profitable basis.

 We have generated losses since inception and have
relied on cash on-hand, sales of securities, proceeds from our initial public offering, external bank lines of credit, and issuance of
third-party and related party debt to support our operations. For the year ended June 30, 2025, we generated an operating loss of
$6,386,341 and a net loss of $6,742,275. The revenue and income potential of our business and market are unproven. This makes an evaluation
of our company and its prospects difficult and highly speculative. There can be no assurances that we will be able to develop products
or services on a timely and cost effective basis, that will be able to generate any increase in revenues, that we will have adequate financing
or resources to continue operating our business and to provide products to customers, that we will earn a profit, that we can raise sufficient
capital to support operations by attaining profitability, or that we can satisfy future liabilities.

 Our auditors have issued a going concern
opinion on our audited consolidated financial statements.

 The report of our independent registered public
accounting firm that accompanies our consolidated financial statements for the year ended June 30, 2025 contains a going concern qualification
in which such firm expressed substantial doubt about our ability to continue as a going concern, based on the financial statements at
that time. We have generated losses since inception and have relied on cash on-hand, sales of securities, proceeds from our initial public
offering, external bank lines of credit, and issuance of third-party and related party debt to support cashflow from operations.
As of June 30, 2025, we had cash of $1,460,997, a net loss of $6,742,275, working capital of $970,461, and cash used in operating activities
of $2,337,659. Management believes that currently available resources may not be sufficient to fund our planned expenditures over the
next 12 months. These factors, individually and collectively, indicate that a material uncertainty exists that raises substantial doubt
about our company's ability to continue as a going concern for 12 months from the balance sheet date as of June 30, 2025.

 We will be dependent upon the raising of additional
capital through equity and/or debt financing in order to implement our business plan and generate sufficient revenue in excess of costs.
If we raise additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience
dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock. If we raise additional
funds by issuing debt, we may be subject to limitations on its operations, through debt covenants or other restrictions. There is no assurance
that we will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect
on our financial condition. The accompanying consolidated financial statements have been prepared on a going concern basis under which
our company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business and do not include
any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as
a going concern. If we are unable to continue as a going concern, our stockholders could potentially lose most or all of their investment
in our company.

 We will require additional financing to
accomplish our business strategy.

 We require substantial working capital to fund
our business development plans, and we expect to experience significant negative cash flow from operations. Depending upon the sales volume
generated by our business during that time, we also anticipate the possibility of having to raise additional funds in order to achieve
our plans and accomplish our immediate and longer-term business strategy. These additional funds likely will be raised through the issuance
of our securities in debt and/or equity financings. If we are unable to raise these additional funds on terms acceptable to us, we will
be required to limit our expenditures for continuing our product development activities and expanding our sales and marketing operations,
reduce our work force, or find alternatives to fund our business on terms that are not as favorable to us. Any such actions would impair
our product development and expansion plans, reduce potential revenues, increase operating losses, and adversely affect the value of our
company.

 We cannot accurately predict future revenues
or profitability in the emerging market for aqueous ozone technology.

 The market for alternative green cleaning supplies
is rapidly evolving. As is typical of a rapidly evolving industry, demand, and market acceptance for recently introduced products are
subject to a high level of uncertainty. Moreover, since the market for our products is evolving, it is difficult to predict the future
growth rate, if any, and size of this market. Because of our limited operating history and the emerging nature of the markets in which
we compete, we are unable to accurately forecast our revenues or our profitability. The market for our products and the long-term acceptance
of our products are uncertain, and our ability to attract and retain qualified personnel with industry expertise, particularly sales and
marketing personnel, is uncertain. To the extent we are unsuccessful in increasing revenues, we may be required to appropriately adjust
spending to compensate for any unexpected revenue shortfall, or to reduce our operating expenses, causing us to forego potential revenue
generating activities, either of which could have a material adverse effect on our business, results of operations and financial condition.

 We may face significant challenges in obtaining market acceptance
of our products, which could adversely affect our potential sales and revenues.

 We do not yet have an established market or customer
base for our products. Acceptance of our products in the marketplace by both potential users and potential purchasers, including hospitals,
schools, universities, commercial facilities, transportation systems and other healthcare and non-healthcare providers, is uncertain,
and failure to achieve sufficient market acceptance will significantly limit our ability to generate revenue and be profitable. Market
acceptance will require substantial marketing efforts and the expenditure of significant funds by us to inform hospitals, schools, universities,
commercial facilities, transportation systems, residential spaces and other health care and non-healthcare providers of the benefits of
using our products. We may encounter significant clinical and market resistance to our products, and our products may never achieve market
acceptance. We may not be able to build key relationships with physicians, education administrators, and government agencies. Product
orders may be cancelled or customers that are beginning to use our products may cease their use of our products and customers expected
to begin using our products may not do so.

 Factors that may affect our ability to achieve
acceptance of our products in the marketplace include, but are not limited, to whether:

 such products will work effectively;

 the products are cost-effective for our customers;

 we are able to demonstrate product safety, efficacy, and cost-effectiveness of the products; and

 we are able to maintain customer relationships and acceptance.

 Acceptance of our products in the marketplace
is also uncertain, and our failure to achieve sufficient market acceptance and any inability to sell such products at competitive prices
will limit our ability to generate revenue and be profitable. Our products and technologies may not achieve expected reliability, performance,
and endurance standards. Our products and technologies may also not achieve market acceptance, including among hospitals, or may not be
deemed suitable for other commercial applications.

 If we do not build brand awareness and brand
loyalty, our business may suffer.

 Due in part to the substantial resources available
to many of our competitors providing aqueous ozone technology, our opportunity to achieve and maintain a significant market share may
be limited. The importance of brand recognition will increase as competition in our market increases. Successfully promoting and positioning
of our brand will depend largely on the effectiveness of our marketing efforts, our ability to offer reliable and desirable products at
competitive rates, and customer perceptions of the value of our products. If our planned marketing efforts are ineffective or if customer
perceptions change regarding the effectiveness of our cleaning machines and products, we may need to increase our financial commitment
to creating and maintaining brand awareness and loyalty among customers, which could divert financial and management resources from other
aspects of our business or cause our operating expenses to increase disproportionately to our revenues. This would cause our business
and operating results to suffer.

 If we fail to properly manage our anticipated
growth, our business could suffer.

 The planned growth of our commercial operations
may place a significant strain on our management and on our operational and financial resources and systems. To manage growth effectively,
we will need to maintain a system of management controls, and attract and retain qualified personnel, as well as develop, train and manage
management-level and other employees. Failure to manage our growth effectively could cause us to over-invest or under-invest in infrastructure,
and result in losses or weaknesses in our infrastructure, which could have a material adverse effect on our business, results of operations,
financial condition and cash flow. Any failure by us to manage our growth effectively could have a negative effect on our ability to achieve
our development and commercialization goals and strategies.

 If we are unable to maintain, train and
build an effective international sales and marketing infrastructure, we will not be able to commercialize and grow our brand successfully.

 As we grow, we may not be able to secure sales
personnel or organizations that are adequate in number or expertise to successfully market and sell our brand and products on a global
scale. We presently rely on individual independent sales representatives and an in-house sales team to market and sell our products. If
we are unable to expand our sales and marketing capability, train our sales force effectively or provide any other capabilities necessary
to commercialize our brand internationally, we will need to contract with third parties to market and sell our brand, which will be an
additional expense. If we are unable to establish and maintain compliant and adequate sales and marketing capabilities, we may not be
able to increase our revenue, may generate increased expenses, and may not continue to be profitable.

 We operate in new and rapidly changing markets,
which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

 The market for cleaning products is a rapidly
changing market, characterized by changing technologies, intense price competition, the introduction of new competitors and brand name
cleaning products, evolving industry standards, changing and diverse regulatory environments, frequent new service announcements, and
changing user demands and behaviors. Our inability to anticipate these changes and adapt our business, platform, and offerings could undermine
our business strategy. Our business strategy and projections, including those related to our revenue growth and profitability, rely on
a number of assumptions about the market for cleaning products, including the size and projected growth of the cleaning product markets
over the next several years. Some or all of these assumptions may be incorrect. Our growth strategy is dependent, in part, on our
ability to timely and effectively launch new products and services, the development of which is uncertain, complex, and costly. In addition,
we may be unable successfully and efficiently to address advancements in distribution technology, marketing and pricing strategies and
content breadth and availability in certain or all of these markets, which could materially and adversely affect our growth prospects
and results of operations.

 The limited history of some of the markets in
which we operate makes it difficult to effectively assess our future prospects, and our business and prospects should be considered in
light of the risks and difficulties we may encounter in these evolving markets. We cannot accurately predict whether our products and
services will achieve significant acceptance by potential users in significantly larger numbers or at the same or higher price points
than at present. Our historic growth rates should therefore not be relied upon as an indication of future growth, financial condition,
or results of operations.

 Our major customers account for a significant
portion of our revenue and the loss of any major customer could have a material adverse effect on our results of operations.

 For the year ended June 30, 2025, two customers, KBS and Prolink, Inc., accounted for 42% and 17% of revenue, respectively, and one customer,
KBS, accounted for 47% of all accounts receivable as of June 30, 2025. For the year ended June 30, 2024, one customer, Pro-Link, Inc.,
accounted for 14% of revenue, and two customers, Consensus Group and Tharaldson Hospitality, each accounted for 28% of all accounts receivable
as of June 30, 2024. We do not have a long-term contract with any of these customers mentioned (the memorandum of understanding with KBS
is not binding and does not require the purchase of specific quantities of products) and primarily sell products to customers under individual
purchase orders placed by them under their standard terms and conditions of sale. Our results of operations and ability to service our
debt obligations would also be impacted negatively to the extent that any major customer is unable to make payments to us or does not
make timely payments on outstanding accounts receivable.

 We have historically depended on a limited
number of third parties to supply key raw materials to us and the failure to obtain a sufficient supply of these raw materials in a timely
fashion and at reasonable costs could significantly delay our delivery of products.

 Since our company's inception, we have historically
purchased certain key raw materials and components, such as chassis, generators, vacuum switches, and head sockets and other components
from a limited number of suppliers, and we have a single vendor for a major component of two of our main products. For the years ended
June 30, 2025 and 2024, this vendor accounted for approximately 11% and 30%, respectively, of our total purchases. We purchased raw materials
on the basis of purchase orders. In the absence of firm and long-term contracts, we may not be able to obtain a sufficient supply
of these raw materials from our existing suppliers or alternates in a timely fashion or at a reasonable cost. Although we have not experienced
any supply chain disruptions in the past, we cannot guarantee that we will not experience any disruptions in the future. If we fail to
secure a sufficient supply of key raw materials in a timely fashion, it will result in a significant delay in our delivery of products.
Furthermore, failure to obtain a sufficient supply of these raw materials at a reasonable cost could also harm our revenue and gross profit
margins.

 Increased
prices for raw materials could increase our cost of sales and decrease demand for our products, which could
adversely affect our revenue or profitability.

 Our profitability is affected by the prices of
the raw materials used in the manufacturing and sale of our products. These prices may fluctuate based on a number of factors beyond our
control, including, among others, changes in supply and demand, general economic conditions, labor costs, competition, import duties,
currency exchange rates and, in some cases, government regulation. Increased prices could adversely affect our profitability or revenues.
We do not have long-term supply contracts for raw materials. Significant increases in the prices of raw materials could adversely
affect our profit margins, especially if we are not able to recover these costs by increasing the prices we charge our customers for our
products.

 Changes to U.S.
trade policy, tariff and import/export regulations may adversely affect our operating results.

 The United States has
recently enacted and/or proposed to enact significant new tariffs on goods imported from numerous countries. Additionally, President Trump
has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary
regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty
about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs.

 The majority of the components
used to assemble our units are sourced from domestic suppliers, who may, in turn, obtain raw materials from overseas vendors. We also
purchase a small number of components from China. In the event we determine to pass on increased costs to our customers, our customers
may reduce their orders from us, which could negatively affect our business, profitability and operating results. We are closely monitoring
these developments and evaluating strategies to mitigate potential impacts.

 Furthermore, as a result
of policy changes and government proposals, there may be greater restrictions and economic disincentives on international trade in general.
The new tariffs and other changes in U.S. trade policy have triggered retaliatory actions by affected countries, and foreign governments
have instituted or are considering imposing trade sanctions on U.S. goods. Such changes have the potential to adversely impact the U.S.
economy or sectors thereof, our industry and the demand for our products, and as a result, could have a negative impact on our business,
financial condition and results of operations.

 Interruptions in deliveries of raw materials
could adversely affect our revenue or profitability.

 Our dependency upon regular deliveries from particular
suppliers means that interruptions or stoppages in such deliveries could adversely affect our operations until arrangements with alternate
suppliers could be made. If any of our suppliers were unable to deliver raw materials to us for an extended period of time, as the result
of financial difficulties, catastrophic events affecting their facilities or other factors beyond our control, or if we were unable to
negotiate acceptable terms for the supply of raw materials with these or alternative suppliers, our business could suffer. We may not
be able to find acceptable alternatives, and any such alternatives could result in increased costs for us. Even if acceptable alternatives
are found, the process of locating and securing such alternatives might be disruptive to our business. Extended unavailability of necessary
raw materials could cause us to cease producing or selling one or more of our products for a period of time.

 We depend on third-party delivery services,
for both inbound and outbound shipping, to deliver our products to our distribution centers and subsequently to our customers on a timely
and consistent basis, and any deterioration in our relationship with any one of these third parties or increases in the fees that they
charge could harm our reputation and adversely affect our business and financial condition.

 We rely on third parties for the shipment of our
products, both inbound and outbound shipping logistics, and we cannot be sure that these relationships will continue on terms favorable
to us, or at all. Shipping costs have increased from time to time, and may continue to increase, and we may not be able to pass these
costs directly to our customers.

 Any increased shipping costs could harm our business,
prospects, financial condition and results of operations by increasing our costs of doing business and reducing gross margins which could
negatively affect our operating results. In addition, we utilize a variety of shipping methods for both inbound and outbound logistics.
For inbound logistics, we rely on trucking and ocean carriers and any increases in fees that they charge could adversely affect our business
and financial condition. For outbound logistics, we rely on "Less-than-Truckload" and parcel freight based upon the product
and quantities being shipped and customer delivery requirements. These outbound freight costs have increased on a year-over-year basis
and may continue to increase in the future. We also ship a number of oversized products which may trigger additional shipping costs by
third-party delivery services. Any increases in fees or any increased use of "Less-than-Truckload" shipping would increase
our shipping costs which could negatively affect our operating results.

 In addition, if our relationships with these third
parties are terminated or impaired, or if these third parties are unable to deliver products for us, whether due to labor shortage, slow
down or stoppage, deteriorating financial or business condition, responses to terrorist attacks or for any other reason, we would be required
to use alternative carriers for the shipment of products to our customers. Changing carriers could have a negative effect on our business
and operating results due to reduced visibility of order status and package tracking and delays in order processing and product delivery,
and we may be unable to engage alternative carriers on a timely basis, upon terms favorable to us, or at all.

 If our fulfillment operations are interrupted
for any significant period of time or are not sufficient to accommodate increased demand, our sales could decline, and our reputation
could be harmed.

 Our success depends on our ability to successfully
receive and fulfill orders and to promptly deliver our products to our customers. Most of the orders for our products are filled from
our inventory in our distribution centers, where all our inventory management, packaging, labeling and product return processes are performed.
Increased demand and other considerations may require us to expand our distribution centers or transfer our fulfillment operations to
larger or other facilities in the future. If we do not successfully expand our fulfillment capabilities in response to increases in demand,
our sales could decline.

 In addition, our distribution centers are susceptible
to damage or interruption from human error, pandemics, fire, flood, power loss, telecommunications failures, terrorist attacks, acts of
war, break-ins, earthquakes and similar events. We do not currently maintain back-up power systems at our fulfillment centers. We
do not presently have a formal disaster recovery plan and our business interruption insurance may be insufficient to compensate us for
losses that may occur in the event operations at our fulfillment center are interrupted. In addition, alternative arrangements may not
be available, or if they are available, may increase the cost of fulfillment. Any interruptions in our fulfillment operations for any
significant period of time, including interruptions resulting from the expansion of our existing facilities or the transfer of operations
to a new facility, could damage our reputation and brand and substantially harm our business and results of operations.

 If commodity prices such as fuel, plastic
and steel increase, our margins may be negatively impacted.

 Our third-party delivery services have increased
fuel surcharges from time to time, and such increases negatively impact our margins, as we are generally unable to pass all of these costs
directly to consumers. Increasing prices of the raw materials for the products we sell may impact the availability, the quality and the
price of our products, as suppliers search for alternatives to existing materials and increase the prices they charge. We cannot ensure
that we can recover all the increased costs through price increases, and our suppliers may not continue to provide the consistent quality
of raw materials as they may substitute lower cost materials to maintain pricing levels, all of which may have a negative impact on our
business and results of operations.

 Business interruptions in our facilities
may affect the distribution of our products and/or the stability of our computer systems, which may affect our business.

 Weather, terrorist activities, war or other disasters,
or the threat of them, may result in the closure of one or more of our facilities, or may adversely affect our ability to timely provide
products to our customers, resulting in lost sales or a potential loss of customer loyalty. Most of our raw materials are imported from
other countries and these goods could become difficult or impossible to bring into the United States, and we may not be able to obtain
such raw materials from other sources at similar prices. Such a disruption in revenue could potentially have a negative impact on our
results of operations, financial condition and cash flows.

 We rely extensively on our computer systems to
manage inventory, process transactions and timely provide products to our customers. Our systems are subject to damage or interruption
from power outages, telecommunications failures, computer viruses, security breaches or other catastrophic events. If our systems are
damaged or fail to function properly, we may experience loss of critical data and interruptions or delays in our ability to manage inventories
or process customer transactions. Such a disruption of our systems could negatively impact revenue and potentially have a negative impact
on our results of operations, financial condition and cash flows.

 Security threats, such as ransomware attacks,
to our IT infrastructure could expose us to liability, and damage our reputation and business.

 It is essential to our business strategy that
our technology and network infrastructure remain secure and is perceived by our customers to be secure. Despite security measures, however,
any network infrastructure may be vulnerable to cyber-attacks. Information security risks have significantly increased in recent years
in part due to the proliferation of new technologies and the increased sophistication and activities of organized crime, hackers, terrorists
and other external parties, including foreign private parties and state actors. We may face cyber-attacks that attempt to penetrate
our network security, including our data centers, to sabotage or otherwise disable our website, misappropriate our or our customers'
proprietary information, which may include personally identifiable information, or cause interruptions of our internal systems and services.
If successful, any of these attacks could negatively affect our reputation, damage our network infrastructure and our ability to sell
our products, harm our relationship with customers that are affected and expose us to financial liability.

 We maintain a comprehensive system of preventive
and detective controls through our security programs; however, given the rapidly evolving nature and proliferation of cyber threats, our
controls may not prevent or identify all such attacks in a timely manner or otherwise prevent unauthorized access to, damage to, or interruption
of our systems and operations, and we cannot eliminate the risk of human error or employee or vendor malfeasance.

 In addition, any failure by us to comply with
applicable privacy and information security laws and regulations could cause us to incur significant costs to protect any customers whose
personal data was compromised and to restore customer confidence in us and to make changes to our information systems and administrative
processes to address security issues and compliance with applicable laws and regulations. In addition, our customers could lose confidence
in our ability to protect their personal information, which could cause them to stop shopping on our sites altogether. Such events could
lead to lost sales and adversely affect our results of operations. We also could be exposed to government enforcement actions and private
litigation.

 We face significant competition.

 We believe that our success will depend heavily
upon achieving market acceptance of our products before our competitors introduce more advanced competing products. Current and new competitors,
however, may be able to develop and introduce better or more desirable products in advance of us or at a lower cost. In addition, some
of our current and potential competitors have longer and/or more established operating histories, greater industry experience, greater
name recognition, established customer bases, and significantly greater financial, technical, marketing, and other resources than we do.
To be competitive, we must respond promptly and effectively to the challenges of technological change, evolving standards and regulations,
and our competitors' innovations by continually working to improve the design of our products, enhancing our products, as well as
improving and increasing our marketing and distribution channels. Increased competition could result in a decrease in the desirability
of our products, a decrease in the use of our products by customers, loss of market share and brand recognition, and a reduction in the
projected revenues from our products. We cannot assure you that we will be able to compete successfully against current and future competitors.
Competitive pressures faced by us could have a material adverse effect on our business, operating results and financial condition.

 Quality problems with, and product liability
claims in connection with, our aqueous ozone machines could lead to recalls or safety alerts, harm to our reputation, or adverse verdicts
or costly settlements, and could have a material adverse effect on our business, financial condition, and results of operations.

 Quality is extremely important to us and our customers
due to the serious and costly consequences of product failure, and our business exposes us to potential product liability risks that are
inherent in the design, manufacture and marketing of cleaning devices and services. In addition, our products may be used in intensive
care settings with immunocompromised and seriously ill patients. Component failures, manufacturing defects or design flaws could result
in an unsafe condition or injury to, or death of, a patient or other user of our products. These problems could lead to the recall of,
or issuance of a safety alert relating to, our products and could result in unfavorable judicial decisions or settlements arising out
of product liability claims and lawsuits, including class actions, which could negatively affect our business, financial condition and
results of operations. In particular, a material adverse event involving one of our products could result in reduced market acceptance
and demand for all products offered under our brand and could harm our reputation and ability to market products in the future.

 High quality products are critical to the success
of our business. If we fail to meet the high standards that we set for ourselves and that our customers expect, and if our products are
the subject of recalls, safety alerts or other material adverse events, our reputation could be damaged, we could lose customers and our
revenue could decline.

 Any product liability claim brought against us,
with or without merit, could be costly to defend and resolve. Any of the foregoing problems, including product liability claims or product
recalls in the future, regardless of their ultimate outcome, could harm our reputation and have a material adverse effect on our business,
financial condition, and results of operations.

 We may receive a significant number of warranty
claims or our aqueous ozone products may require significant amounts of service after sale.

 Sales of our aqueous ozone products include a
product limited two-year warranty that covers any issues related to manufacturing defects, specifically relating to the CCS Caddy, POWER
CADDY, MINI CADDY, CCS 3.0 Fill Station, CCS 1.0 Fill Station, CCS 1000, CCS 2000L, CCS 5000 and the NuClean Pro Residential Fill Station.
If a product is provided that has a manufacturing defect, we or an authorized distributor will replace or repair the defective product
as long as a claim is submitted to us within the warranty period in writing within 30 days of the failure. This warranty does not cover
abuse, misuse of the products, service or unit modifications not authorized by us, or environmental hazards. As the possible number and
complexity of the features and functionalities of our products increase, we may experience a higher level of warranty claims. If product
returns or warranty claims are significant or exceed our expectations, we could incur unanticipated expenditures on parts and services,
which could have a material adverse effect on our operating results.

 We could be subject to litigation.

 Product liability claims are common. Even though
we have not been subject to such claims in the past, we could be a named defendant in a lawsuit alleging product liability claims including,
but not limited to, defects in the design, manufacture or labeling of our aqueous ozone products and machines. Any litigation, regardless
of its merit or eventual outcome, could result in significant legal costs and high damage awards or settlements. Although we currently
maintain product liability insurance, the coverage is subject to deductibles and limitations, and may not be adequate to cover future
claims. Additionally, we may be unable to maintain our existing product liability insurance in the future at satisfactory rates or at
adequate amounts.

 If we are unable to protect our intellectual
property rights, our reputation and brand could be impaired, and we could lose customers.

 We regard our patents, trademarks, trade secrets
and similar intellectual property as important to our success. We rely on patent, trademark and copyright law, and trade secret protection,
and confidentiality and/or license agreements with employees, customers, partners and others to protect our proprietary rights. We maintain
15 patents in the United States, Canada and Mexico. We cannot be certain that we have taken adequate steps to protect our proprietary
rights, especially in countries where the laws may not protect our rights as fully as in the United States. In addition, our proprietary
rights may be infringed or misappropriated, and we could be required to incur significant expenses to preserve them. We may commence litigation
to protect our intellectual property rights. The outcome of such litigation can be uncertain, and the cost of prosecuting such litigation
may have an adverse impact on our earnings. We have patent and trademark registrations for several patents and marks. However, any registrations
may not adequately cover our intellectual property or protect us against infringement by others. Effective patent, trademark, service
mark, copyright and trade secret protection may not be available in every country in which our products and services may be made available
online. We also currently own or control a number of Internet domain names and have invested time and money in the purchase of domain
names and other intellectual property, which may be impaired if we cannot protect such intellectual property. We may be unable to protect
these domain names or acquire or maintain relevant domain names in the United States and in other countries. If we are not able to protect
our patents, trademarks, domain names or other intellectual property, we may experience difficulties in achieving and maintaining brand
recognition and customer loyalty.

 Assertions by third parties of infringement,
misappropriation or other violation by us of their intellectual property rights could result in significant costs and substantially harm
our business and operating results.

 In recent years, there has been significant litigation
involving intellectual property rights. Any infringement, misappropriation or related claims, whether or not meritorious, is time-consuming,
diverts technical and management personnel and is costly to resolve. As a result of any such dispute, we may have to develop non-infringing technology,
pay damages, enter into royalty or licensing agreements, cease providing our product or take other actions to resolve the claims. These
actions, if required, may be costly or unavailable on terms acceptable to us. Any of these events could result in increases in operating
expenses, limit our product offerings or result in a loss of business.

 The loss of key personnel, an inability
to attract and retain additional personnel or difficulties in the integration of new members of our management team into our company could
affect our ability to successfully grow our business.

 Our future success depends in large part upon
the continued service of the members of our executive management team and key employees, including our Chief Executive Officer, Clayton
Adams, and our Chief Financial Officer, David Enholm. All members of our executive management team are subject to employment agreements.
In addition, our success also depends on our ability to attract and retain qualified technical, sales and marketing, product support,
financial and accounting, legal and other managerial personnel. The competition for skilled personnel in the industries in which we operate
is intense. Our personnel generally may terminate their employment at any time for any reason. We may incur significant costs to attract
and retain highly skilled personnel, and we may lose new employees to our competitors before we realize the benefit of our investment
in recruiting them. As we move into new geographies, we will need to attract and recruit skilled personnel across functional areas. If
we fail to attract new personnel or if we suffer increases in costs or business operations interruptions as a result of a labor dispute,
or fail to retain and motivate our current personnel, we might not be able to operate our business effectively or efficiently, serve our
users properly or maintain the quality of our content and services.

 Failure to comply with privacy laws and
regulations and failure to adequately protect customer data could harm our business, damage our reputation and result in the loss of customers.

 Federal and state regulations may govern the collection,
use, sharing and security of data that we receive from our customers. In addition, we have and post on our website our own privacy policies
and practices concerning the collection, use and disclosure of customer data. Any failure, or perceived failure, by us to comply with
our posted privacy policies or with any data-related consent orders, U.S. Federal Trade Commission requirements or other federal,
state or international privacy-related laws and regulations could result in proceedings or actions against us by governmental entities
or others, which could potentially harm our business. Further, failure or perceived failure to comply with our policies or applicable
requirements related to the collection, use or security of personal information or other privacy-related matters could damage our
reputation and result in a loss of customers. The regulatory framework for privacy issues is currently evolving and is likely to remain
uncertain for the foreseeable future.

 We will face growing
regulatory and compliance requirements in a variety of areas, which can be costly and time consuming.

 Our business is, and may in the future be, subject
to a variety of laws and regulations, including working conditions, labor, immigration and employment laws, and health, safety and sanitation
requirements. We are unable to predict the outcome or effects of any potential legislative or regulatory proposals on our business. Any
changes to the legal and regulatory framework applicable to our business could have an adverse impact on our business and results of operations.
Our failure to comply with applicable governmental laws and regulations, or to maintain necessary permits or licenses, could result in
liability that could have a material negative effect on our business and results of operations.

 Legislation or government regulations may
be adopted which may affect our products and liability.

 Nanobubble technology and aqueous ozone are subject
to considerable regulatory uncertainty as the law evolves to catch up with the rapidly evolving nature of the technology itself, all of
which are beyond our control. Our products also may not achieve the requisite level of compatibility required for certification and rollout
to consumers or satisfy changing regulatory requirements which could require us to redesign, modify or update our products.

 The industry may become subject to increased legislation
and regulation. Further, the legislation or regulations in different countries may impose different standards, which may be conflicting.
Any legislation or regulations which impose standards, or which impose liability, is likely to increase our manufacturing cost as well
as the cost of compliance.

 We are subject to, and must remain in compliance
with, numerous laws and governmental regulations concerning the manufacturing, use, distribution and sale of our products. Some of our
customers also require that it complies with their own unique requirements relating to these matters.

 We produce and sell products that contain ozone,
and which may be subject to government regulation in the locations where we develop, manufacture, and assemble our products, as well as
the locations where we sell our products. Among other things, certain applicable laws and regulations require or may in the future require
the submission of annual reports to certain governmental agencies certifying that such products comply with applicable performance standards,
the maintenance of manufacturing, testing, and distribution records, and the reporting of certain product defects to such regulatory agency
or consumers. If our products fail to comply with applicable regulations, we and/or our products could be subjected to a variety of enforcement
actions or sanctions, such as product recalls, repairs or replacements, warning letters, untitled letters, safety alerts, injunctions,
import alerts, administrative product detentions or seizures, or civil penalties. The occurrence of any of the foregoing could harm our
business, results of operations, and financial condition.

 Economic, political and other risks associated
with our international operations could adversely affect our revenues and international growth prospects.

 We intend to expand our international presence
as part of our business strategy. As noted above, we formed CleanCore Global in Ireland and acquired the assets of Sanzonate in the fourth
quarter of fiscal 2025. International operations are subject to a number of risks inherent to operating in foreign countries, and any
expansion of our international operations will amplify the effects of these risks, which include, among others:

 differences in culture, economic and labor conditions and practices;

 the policies of the U.S. and foreign governments;

 disruptions in trade relations and economic instability;

 differences in enforcement of contract and intellectual property rights;

 social and political unrest;

 natural disasters, terrorist attacks, pandemics or other catastrophic events;

 complex, varying and changing government regulations and legal standards and requirements, particularly
with respect to tax regulations, price protection, competition practices, export control regulations and restrictions, customs and tax
requirements, immigration, anti-boycott regulations, data privacy, intellectual property, anti-corruption and environmental compliance,
including the Foreign Corrupt Practices Act;

 greater difficulty enforcing intellectual property rights and weaker laws protecting such rights; and

 greater difficulty in accounts receivable collections and longer collection periods.

 We are also affected by domestic and international
laws and regulations applicable to companies doing business abroad or importing and exporting goods and materials. These include tax laws,
laws regulating competition, anti-bribery/anti-corruption and other business practices, and trade regulations, including duties and tariffs.
Compliance with these laws is costly, and future changes to these laws may require significant management attention and disrupt our operations.
Additionally, while it is difficult to assess what changes may occur and the relative effect on our international tax structure, significant
changes in how U.S. and foreign jurisdictions tax cross-border transactions could materially and adversely affect our results of operations
and financial position.

 Our results of operations and financial position
are also impacted by changes in currency exchange rates. Unfavorable currency exchange rates between the US Dollar and foreign currencies
could adversely affect us in the future. Fluctuations in currency exchange rates may present challenges in comparing operating performance
from period to period.

 There are other risks that are inherent in our
international operations, including the potential for changes in socio-economic conditions, laws and regulations, including, among others,
competition, import, export, labor and environmental, health and safety laws and regulations, and monetary and fiscal policies, protectionist
measures that may prohibit acquisitions or joint ventures, or impact trade volumes, unsettled political conditions; government-imposed
plant or other operational shutdowns, backlash from foreign labor organizations related to our restructuring actions, corruption; natural
and man-made disasters, hazards and losses, violence, civil and labor unrest, and possible terrorist attacks.

 To expand our operations into new international
markets, we may enter into business combination transactions, make acquisitions or enter into strategic partnerships, joint ventures or
alliances, any of which may be material. We may enter into these transactions to acquire other businesses or products to expand our products
or take advantage of new developments and potential changes in the industry. Our lack of experience operating in new international markets
and our lack of familiarity with local economic, political and regulatory systems could prevent us from achieving the results that we
expect on our anticipated time frame or at all. If we are unsuccessful in expanding into new international markets, it could adversely
affect our operating results and financial condition.

 Our international operations require us
to comply with anti-corruption laws and regulations of the U.S. government and various international jurisdictions in which we do business.

 Doing business on a worldwide basis requires us
to comply with the laws and regulations of the U.S. government and various international jurisdictions, and our failure to successfully
comply with these rules and regulations may expose us to liabilities. These laws and regulations apply to companies, individual directors,
officers, employees, and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In
particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt
Practices Act, or the FCPA. The FCPA prohibits us from providing anything of value to foreign officials for the purposes of influencing
official decisions or obtaining or retaining business or otherwise obtaining favorable treatment, and requires us to maintain adequate
record- keeping and internal accounting practices to accurately reflect our transactions. As part of our business, we may deal with state-owned
business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA. In addition,
some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption. As a result
of the above activities, we are exposed to the risk of violating anti-corruption laws. Violations of these legal requirements are punishable
by criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts as well
as other remedial measures. We have established policies and procedures designed to assist us and our personnel in complying with applicable
U.S. and international laws and regulations. However, there can be no assurance that our policies and procedures will effectively prevent
us from violating these regulations in every transaction in which we may engage, and such a violation could adversely affect our reputation,
business, financial condition and results of operations.

 The impact of geopolitical conflicts may
adversely affect our business and results of operations.

 Our operations are affected by economic, political
and other conditions in the foreign countries in which we do business as well as U.S. laws regulating international trade. Specifically,
instability in the geopolitical environment in many parts of the world (including as a result of the on-going Russia and Ukraine war,
the conflicts in the Middle East and increasingly tense China-Taiwan relations) and other disruptions may continue to put pressure on
global economic conditions. Our inability to respond to and manage the potential impact of such events effectively could have a material
adverse effect on our business, financial condition, and results of operations.

 In addition, countries across the globe are instituting
sanctions and other penalties against Russia and are becoming more wary of China. While we do not have operations in, and do not obtain
products from, Russia or Ukraine, the retaliatory measures that have been taken, and could be taken in the future, by the U.S., NATO,
and other countries have created global security concerns that could result in broader European military and political conflicts and otherwise
have a substantial impact on regional and global economies, any or all of which could adversely affect our business.

 While the broader consequences are uncertain at
this time, the continuation and/or escalation of the Russian and Ukraine conflict, the conflicts in the Middle East, along with any expansion
of the conflict to surrounding areas, create a number of risks that could adversely impact our business, including:

 increased inflation and significant volatility in commodity
prices;

 disruptions to our technology infrastructure, including through
cyberattacks, ransom attacks or cyber-intrusion;

 adverse changes in international trade policies and relations;

 our ability to maintain or increase our prices, including
freight in response to rising fuel costs;

 disruptions in global supply chains;

 increased exposure to foreign currency fluctuations; and

 constraints, volatility or disruption in the credit and capital
markets.

 We have identified material weaknesses in
our internal control over financial reporting. If we fail to develop or maintain an effective system of internal controls, we may not
be able to accurately report our financial results and prevent fraud. As a result, current and potential stockholders could lose confidence
in our consolidated financial statements, which would harm the trading price of our class B common stock.

 Companies that file reports with the
Securities and Exchange Commission, or the SEC, including us, are subject to the requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, or SOX 404. SOX 404 requires management to establish and maintain a system of internal control over financial reporting
and requires annual reports on Form 10-K filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act, to
contain a report from management assessing the effectiveness of a company's internal control over financial reporting.
Separately, under SOX 404, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, public companies
that are large accelerated filers or accelerated filers must include in their annual reports on Form 10-K an attestation report of
their regular auditors attesting to and reporting on management's assessment of internal control over financial reporting.
Non-accelerated filers and smaller reporting companies, like us, are not required to include an attestation report of their auditors
in annual reports.

 A report of our management is included under Item
9A. " Controls and Procedures. " We are a smaller reporting company and, consequently, are not required to include
an attestation report of our auditor in our annual report. However, if and when we become subject to the auditor attestation requirements
under SOX 404, we can provide no assurance that we will receive a positive attestation from our independent auditors.

 During its evaluation of the effectiveness of
internal control over financial reporting as of June 30, 2025, management identified material weaknesses as described under Item
9A. " Controls and Procedures. " We are undertaking remedial measures, which measures will take time to implement
and test, to address these material weaknesses. There can be no assurance that such measures will be sufficient to remedy the material
weaknesses identified or that additional material weaknesses or other control or significant deficiencies will not be identified in the
future. If we continue to experience material weaknesses in our internal controls or fail to maintain or implement required new or improved
controls, such circumstances could cause us to fail to meet our periodic reporting obligations or result in material misstatements in
our consolidated financial statements, or adversely affect the results of periodic management evaluations and, if required, annual auditor
attestation reports. Each of the foregoing results could cause investors to lose confidence in our reported financial information and
lead to a decline in our stock price.

 Industry and other market data that may
be used in our periodic reports that we may file with the SEC and our other materials, including those undertaken by us or our engaged
consultants, may not prove to be representative of current and future market conditions or future results.

 The periodic reports that we may file with the
SEC may include or refer to statistical and other industry and market data that we obtained from industry publications and research, surveys
and studies conducted by third parties and surveys and studies that we may have undertaken ourselves regarding the market potential for
our product candidates. Although we believe that such information has been, and will be, obtained from reliable sources, the sources of
such data do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party
research, surveys and studies are reliable, we do not independently verify such data. The results of this data represent various methodologies,
assumptions, research, analysis, projections, estimates, composition of respondent pool, presentation of data and adjustments, each of
which may ultimately prove to be incorrect or inaccurate and may cause actual results and market viability information to differ materially
from that presented in any such reports or other materials that we may prepare.

 Risks Related to Ownership of Our Common Stock

 We may not be able to maintain a listing
of our class B common stock on NYSE American.

 We must meet certain financial and liquidity criteria
to maintain the listing of our class B common stock on NYSE American. If we fail to meet any of NYSE American's continued listing
standards or we violate NYSE American listing requirements, our class B common stock may be delisted. In addition, our board of directors
may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such a listing. A delisting
of our class B common stock from NYSE American may materially impair our stockholders' ability to buy and sell our class B common
stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our class B common stock.
The delisting of our class B common stock could significantly impair our ability to raise capital and the value of your investment.

 The market price of our stock may be highly
volatile, and you could lose all or part of your investment.

 The market for our class B common stock may be
characterized by significant price volatility when compared to the shares of larger, more established companies that have large public
floats, and we expect that our stock price will be more volatile than the shares of such larger, more established companies for the indefinite
future. The stock market in general has recently been highly volatile. We may also experience such volatility, which may be unrelated
to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to
assess the rapidly changing value of our class B common stock.

 The market price of our class B common stock is
likely to be volatile due to a number of factors. First, as noted above, our class B common stock is likely to be more sporadically and
thinly traded compared to the shares of such larger, more established companies. The price for our class B common stock could, for example,
decline precipitously in the event that a large number of shares are sold on the market without commensurate demand. Furthermore, we are
a speculative or "risky" investment due to our lack of profits to date. As a consequence of this enhanced risk, more risk-adverse
investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined
to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a larger, more established
company that has a large public float. Many of the foregoing factors are beyond our control and may decrease the market price of our class
B common stock regardless of our operating performance. The market price of our class B common stock could also be subject to wide fluctuations
in response to a broad and diverse range of factors, including the following:

 actual or anticipated variations in our periodic operating results;

 increases in market interest rates that lead investors of our class B common stock to demand a higher
investment return;

 changes in earnings estimates;

 changes in market valuations of similar companies;

 actions or announcements by our competitors;

 adverse market reaction to any increased indebtedness we may incur in the future;

 additions or departures of key personnel;

 actions by stockholders;

 speculation in the media, online forums, or investment community; and

 our ability to maintain the listing of our class B common stock on NYSE American.

 Volatility in the market price of our class B
common stock may prevent investors from being able to sell their class B common stock at or above the price at which they purchased it.
As a result, you may suffer a loss on your investment.

 We do not expect to declare or pay dividends
in the foreseeable future.

 We do not expect to declare or pay dividends in
the foreseeable future, as we anticipate that we will invest future earnings in the development and growth of our business. Therefore,
holders of our class B common stock will not receive any return on their investment unless they sell their shares, and holders may be
unable to sell their shares on favorable terms or at all.

 The structure of our common stock has the
effect of concentrating voting control with a single stockholder, which will limit or preclude your ability to influence corporate matters.
 It may also limit the price and liquidity of our class B common stock due to its ineligibility for inclusion in certain stock market
indices.

 We are authorized to issue two classes of common
stock – class A common stock and class B common stock. The class A common stock is entitled to ten votes per share and the class
B common stock is entitled to one vote. Clayton Adams, our Chief Executive Officer, holds all of our outstanding shares of class A common
stock and is able to exercise approximately 66% of our total voting power. This concentrated control will limit or preclude your ability
to influence corporate matters, including significant business decisions, for the foreseeable future and could harm the market value of
your class B common stock.

 In addition, certain index providers
have announced restrictions on including companies with multiple-class share structures in certain of their indexes. For example, in July
2017, FTSE Russell and Standard & Poor's announced that they would cease to allow most newly public companies utilizing dual
or multi-class capital structures to be included in their indices. Under the announced policies, our dual class capital structure
would make us ineligible for inclusion in any of these indices. Given the sustained flow of investment funds into passive strategies
that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make
our class B common stock less attractive to other investors. As a result, fewer investors may be willing to purchase our
class B common stock. In consequence, the market price and liquidity of our class B common stock could be adversely affected.

 Future issuances of our class B common stock
or securities convertible into, or exercisable or exchangeable for, our class B common stock could cause the market price of our class
B common stock to decline and would result in the dilution of your holdings.

 Future issuances of our class B common stock or
securities convertible into, or exercisable or exchangeable for, our class B common stock could cause the market price of our class B
common stock to decline. We cannot predict the effect, if any, of future issuances of our securities on the price of our class B common
stock. In all events, future issuances of our class B common stock would result in the dilution of your holdings. In addition, the perception
that new issuances of our securities could occur could adversely affect the market price of our class B common stock.

 Future issuances of debt securities, which
would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior
to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able
to achieve from an investment in our class B common stock.

 In the future, we may attempt to increase our
capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect
to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders
of our common stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over
holders of common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue
debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors
beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of
our class B common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level
of return, if any, they may be able to achieve from an investment in our class B common stock.

 If securities industry analysts do not publish
research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our class B common stock
could be negatively affected.

 The trading market for our class B common stock
may be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may
never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market
price and market trading volume of our class B common stock could be negatively affected. In the event we are covered by analysts, and
one or more of such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues coverage of us, the market
price and market trading volume of our class B common stock could be negatively affected.

 If our shares of class B common stock become
subject to the penny stock rules, it would become more difficult to trade our shares.

 The SEC has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00,
other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems,
provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.
If we do not retain a listing on NYSE American or another national securities exchange and if the price of our class B common stock is
less than $5.00, our class B common stock could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction
in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information.
In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules,
a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive
(i) the purchaser's written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions
involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the
effect of reducing the trading activity in the secondary market for our class B common stock, and therefore stockholders may have difficulty
selling their shares.

 We are subject to ongoing public reporting
requirements that are less rigorous than rules for companies that are not emerging growth companies, and our stockholders could receive
less information than they might expect to receive from more mature public companies.

 We report on an ongoing basis as an "emerging
growth company" (as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act) under the reporting rules set forth
under the Exchange Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various
reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including
but not limited to:

 not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act;

 being permitted to comply with reduced disclosure obligations regarding executive compensation in our
periodic reports and proxy statements; and

 being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder
approval of any golden parachute payments not previously approved.

 In addition, Section 107 of the JOBS Act also
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an emerging growth
company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have
elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable
to those of companies that comply with such new or revised accounting standards.

 We will remain an emerging growth company until
the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day
of the first fiscal year in which our total annual gross revenues are $1.235 billion or more, (iii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our class B common
stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter
or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 Because we are subject to ongoing public reporting
requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our stockholders could
receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find
our class B common stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result
in less active trading or more volatility in the price of our class B common stock.

 We are also a smaller reporting company,
and if we take advantage of certain exemptions from SEC disclosure requirements available to smaller reporting companies, this could make
our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

 Rule 12b-2 of the Exchange Act defines a "smaller
reporting company" as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent
that is not a smaller reporting company and that:

 had a public float of less than $250 million as of the last business day of its most recently completed
second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held
by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity,
in the principal market for the common equity; or

 in the case of an initial registration statement under the Securities Act or the Exchange Act for shares
of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration
statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus,
in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated
public offering price of the shares; or

 in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition
was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed
fiscal year for which audited financial statements are available.

 As a smaller reporting company, we are not required
and may not include a compensation discussion and analysis section in our proxy statements, and we provide only two years of financial
statements. We also have other "scaled" disclosure requirements that are less comprehensive than issuers that are not smaller
reporting companies which could make our class B common stock less attractive to potential investors, which could make it more difficult
for our stockholders to sell their shares.

 We are a controlled company and a smaller
reporting company under the rules of NYSE American and as a result, we may choose to exempt our company from certain corporate governance
requirements that could have an adverse effect on our public stockholders.

 Under
NYSE American rules, a company of which more than 50% of the voting power is held by an individual, group or another company is
a "controlled company" and may elect not to comply with certain corporate governance requirements, including, without limitation,
(i) the requirement to have a board of directors comprised of a majority of independent directors, (ii) the requirement that director
nominees be selected either by the independent directors or a nomination committee comprised solely of independent directors and (iii)
the requirement that the compensation of officers be determined, or recommended to the board for determination, either by the independent
directors or a compensation committee comprised solely of independent directors. As noted above, Clayton Adams is able to exercise more
than 50% of our total voting power. As a result, we are a controlled company within the meaning of NYSE American rules. Although we currently
do not intend to rely on the controlled company exemption, we could elect to rely on this exemption in the future. If we elected to rely
on the controlled company exemption, a majority of the members of our board of directors might not be independent and our nominating and
compensation committees might not consist entirely of independent directors.

 In addition, certain exemptions to NYSE American's
corporate governance rules are available to smaller reporting companies. These exemptions permit smaller reporting companies to have a
board of directors comprised of 50% of independent directors, as opposed to a majority, and to have an audit committee comprised of two
members instead of three members. We are currently relying on these smaller reporting company exceptions as our board of directors is
currently comprised of four directors, two of whom are independent, and our audit committee is currently comprised of two independent
directors.

 Our status as a controlled company and a smaller
reporting company could cause our class B common stock to look less attractive to certain investors or otherwise harm our trading price.

 Anti-takeover provisions in our charter
documents and under Nevada law could make an acquisition of our company more difficult, and limit attempts by our stockholders to replace
or remove our current management.

 Provisions in our articles of incorporation and
bylaws may have the effect of delaying or preventing a change of control of our company or changes in our management. As described above,
we have a dual class structure which concentrates control with a single stockholder. Furthermore, neither the holders of our common stock
nor the holders of our preferred stock have cumulative voting rights in the election of our directors. The combination of the present
ownership by this single stockholder of a significant portion of our issued and outstanding common stock and lack of cumulative voting
makes it more difficult for other stockholders to replace our board of directors or for a third party to obtain control of our company
by replacing its board of directors.

 In addition, our authorized but unissued shares
of common stock are available for our board of directors to issue without stockholder approval, subject to NYSE American's rules.
We may use these additional shares for a variety of corporate purposes, including raising additional capital, corporate acquisitions and
employee stock plans. The existence of our authorized but unissued shares of common stock could render it more difficult or discourage
an attempt to obtain control of our company by means of a proxy context, tender offer, merger or other transaction since our board of
directors can issue large amounts of capital stock as part of a defense to a take-over challenge. In addition, we have authorized in our
articles of incorporation 50,000,000 shares of preferred stock. Our board acting alone and without approval of our stockholders, subject
to NYSE American's rules, can designate and issue one or more series of preferred stock containing super-voting provisions, enhanced
economic rights, rights to elect directors, or other dilutive features, that could be utilized as part of a defense to a take-over challenge.

 In addition, various provisions of our bylaws
may also have an anti-takeover effect. These provisions may delay, defer or prevent a tender offer or takeover attempt of our company
that a stockholder might consider in his or her best interest, including attempts that might result in a premium over the market price
for the shares held by our stockholders. Our bylaws may be adopted, amended or repealed only by our board of directors. Our bylaws also
contain limitations as to who may call special meetings as well as require advance notice of stockholder matters to be brought at a meeting.
Additionally, our bylaws also provide that no director may be removed by less than a two-thirds vote of the issued and outstanding shares
entitled to vote on the removal. Our bylaws also permit the board of directors to establish the number of directors and fill any vacancies
and newly created directorships. These provisions will prevent a stockholder from increasing the size of our board of directors and gaining
control of our board of directors by filling the resulting vacancies with its own nominees.

 Our bylaws also establish an advance notice procedure
for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election
to the board of directors. Stockholders at an annual meeting will only be able to consider proposals or nominations specified in the notice
of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder who was a stockholder of
record on the record date for the meeting, who is entitled to vote at the meeting and who has given us timely written notice, in proper
form, of the stockholder's intention to bring that business before the meeting. Although our bylaws do not give the board of directors
the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special
or annual meeting, our bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures
are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors
or otherwise attempting to obtain control of our company.

 These provisions may frustrate or prevent any
attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members
of our board of directors, which is responsible for appointing the members of our management.

 ITEM 1B. UNRESOLVED STAFF COMMENTS.

 Not applicable.

 ITEM 1C. CYBERSECURITY.

 Risk Management and Strategy

 We recognize the critical importance of developing,
implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity,
and availability of our data. We have developed the following processes as part of our strategy for assessing, identifying, and managing
material risks from cybersecurity threats.

 Managing Material Risks & Integrated
Overall Risk Management

 We have integrated cybersecurity risk management
into our risk management processes. This integration is intended to ensure that cybersecurity considerations are part of our decision-making
processes. We continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.

 Engaging Third-parties on Risk Management

 Recognizing the complexity and evolving nature
of cybersecurity threats, we plan to engage external experts, including consultants and auditors, in evaluating and testing our risk management
systems. These services will enable us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies
and processes remain at the forefront of industry best practices. Our collaboration with these third-parties is expected to include annual
audits, ongoing threat assessments, and regular consultations on security enhancements.

 Overseeing Third-Party Risk

 Because we are aware of the risks associated with
third-party service providers, we implement processes to oversee and manage these risks. We conduct thorough security assessments of all
third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. This approach
is designed to mitigate risks related to data breaches or other security incidents originating from third parties.

 Risks from Cybersecurity Threats

 We have not encountered cybersecurity challenges
that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations,
or financial condition.

 Governance

 Board of Directors Oversight

 Our board of directors oversees the management
of risks associated with cybersecurity threats.

 Management's Role Managing Risk

 Management is primarily responsible for assessing,
monitoring and managing our cybersecurity risks. Management must ensure that all industry standard cybersecurity measures are functioning
as required to prevent or detect cybersecurity threats and related risks. Management oversees and tests our compliance with standards,
remediates known risks, and leads our employee training program.

 Monitoring Cybersecurity Incidents

 Management is continually informed about the latest
developments in cybersecurity, including potential threats and innovative risk management techniques. Management implements and oversees
processes for the regular monitoring of our information systems. This includes the deployment of industry-standard security measures and
regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, management will implement an incident
response plan. This plan includes immediate actions to mitigate the impact and long-term strategies for remediation and prevention of
future incidents.

 Reporting to Board of Directors

 Significant cybersecurity matters, and strategic
risk management decisions, will be escalated to the board of directors.

 ITEM 2. PROPERTIES.

 Our corporate headquarters are in Omaha, NE, which
includes both our corporate offices and the warehouse and assembly functions. Our facilities are approximately 12,420 square feet and
include an office bay, a manufacturing and shipping bay, and a warehouse and storage bay. We lease the building, and we are currently
on a contract until the end of February 2028. We anticipate continuing assembly and warehousing at this location.

 We also have a small warehouse in Dublin, Ireland
for CleanCore Global. This location is on a month-to-month lease and is approximately 5,000 square feet.

 We believe that our property is adequately maintained,
is in generally good condition, and adequate for our business.

 ITEM 3. LEGAL PROCEEDINGS.

 From time to time, we may become involved in various
lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of
any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating
results.

 As previously disclosed, on August 20, 2024, Matthew
Atkinson, our former Chief Executive Officer, filed a complaint against our company in the District Court of Douglas County, Nebraska,
which was amended on November 25, 2024 to add Clayton Adams, our Chief Executive Officer, and David Enholm, our Chief Financial Officer,
as defendants, in which Mr. Atkinson alleged certain claims arising from his employment with, and separation of employment from, our company,
and we alleged certain counterclaims against Mr. Atkinson for breach of contract. On June 6, 2025, we and Messrs. Adams and Enholm entered
into a settlement and release agreement with Mr. Atkinson to settle this matter. Pursuant to the settlement and release agreement, which
became effective on June 21, 2025, we issued 200,000 shares of our class B common stock to James T. Coyle Legacy Trust in order to resolve
an obligation that Mr. Atkinson had to transfer such shares that had not been met. The settlement and release agreement also contains
a release of claims by each party and standard confidentiality and non-disparagement provisions. On June 26, 2025, the lawsuit was dismissed
with prejudice.

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market Information

 Our class B common stock is listed on the NYSE
American under the symbol "ZONE."

 Number of Holders of our Common Shares

 As of August 21, 2025, there were approximately
31 stockholders of record of our class B common stock. In computing the number of holders of record of our class B common stock, each
broker-dealer and clearing corporation holding shares on behalf of its customers is counted as a single stockholder.

 Dividend Policy

 We have never declared or paid cash dividends
on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business
and do not anticipate paying any cash dividends in the near future. We may also enter into credit agreements or other borrowing arrangements
in the future that will restrict our ability to declare or pay cash dividends. Any future determination to declare dividends will be made
at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, contractual
restrictions, general business conditions and other factors that our board of directors may deem relevant. See
also Item 1A " Risk Factors—Risks Related to Ownership of Our Common Stock— We do not expect to declare
or pay dividends in the foreseeable future."

 Securities Authorized for Issuance under Equity Compensation Plans

 See Item 12 " Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters."

 Recent Sales of Unregistered Securities

 Except as set forth below, we have not sold any
equity securities during the 2025 fiscal year that were not previously disclosed in a quarterly report on Form 10-Q or a current report
on Form 8-K that was filed during the 2025 fiscal year.

 On June 6, 2025, we entered into a subscription
agreement with an accredited investor for the purchase of (i) a promissory note in the principal amount of $500,000 and (ii) a five-year
warrant to purchase 66,667 shares of class B common stock at an exercise price of $1.06 per share for a purchase price of $500,000.

 On June 30, 2025, we issued to an accredited investor
(i) an original issue discount promissory note in the principal amount of $520,000 and (ii) a five-year warrant to purchase 25,000 shares
of class B common stock at an exercise price of $2.00 per share for a purchase price of $500,000. Upon an event of default, we are required
to issue 200,000 shares of class B common stock to the holder.

 On June 30, 2025, we issued 133,500 shares of
class B common stock to Burlington upon the conversion of certain quarterly payments of $100,000 that were due on each of January 1, 2025,
April 1, 2025 and July 1, 2025 pursuant to an amended and restated promissory note that we issued to Burlington on May 31, 2024.

 Purchases of Equity Securities

 No repurchases of our common stock were made during
the fourth quarter of fiscal year 2025.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 The
following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and
cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial
statements and the related notes thereto included elsewhere in this report. The discussion contains forward-looking statements that are
based on the beliefs of management, as well as assumptions made by, and information currently available to, management. Actual results
could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those
discussed below and elsewhere in this report, particularly in the sections titled "Risk Factors" and " Special
Note Regarding Forward-Looking Statements. "

 Overview

 We specialize in the development and production
of cleaning products that produce pure aqueous ozone for professional, industrial, or home use. We have a patented nanobubble technology
using aqueous ozone that we believe is highly effective in cleaning, sanitizing, and deodorizing surfaces and high-touch areas.

 We offer products and solutions that are marketed
for janitorial and sanitation, ice machine cleaning, laundry, and industrial industries. Our products are used in many types of environments
including retail establishments, distribution centers, factories, warehouses, restaurants, schools and universities, airports, healthcare,
food service, and commercial buildings such as offices, malls, and stores.

 Our mission is to become a leader in creating
safe, clean spaces that are free from any chemical residue or skin irritants. We are currently expanding our distributor network, improving
our production processes, and proving the effectiveness of our products in restaurants, airports, and hotels.

 Principal Factors Affecting Our Financial Performance

 Our operating results are primarily affected by
the following factors:

 our ability to acquire new customers or retain existing customers;

 our ability to stay ahead of our value-proposition to end consumers;

 our ability to continue innovating our technology to meet consumer demand;

 industry demand and competition; and

 market conditions and our market position.

 Emerging Growth Company

 We qualify as an "emerging growth company"
under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long
as we are an emerging growth company, we will not be required to:

 have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of
the Sarbanes-Oxley Act;

 comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding
mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial
statements (i.e., an auditor discussion and analysis);

 submit certain executive compensation matters to stockholder advisory votes, such as "say-on-pay"
and "say-on-frequency;" and

 disclose certain executive compensation related items such as the correlation between executive compensation
and performance and comparisons of the chief executive officer's compensation to median employee compensation.

 In addition, Section 107 of the JOBS Act also
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain
accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits
of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such
new or revised accounting standards.

 We will remain an emerging growth company until
the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day
of the first fiscal year in which our total annual gross revenues are $1.235 billion or more, (iii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our class B common
stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter
or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 Results of Operations

 The following table sets forth key components
of our results of operations for the years ended June 30, 2025 and 2024, both in dollars and as a percentage of revenue.

 2025

 2024

 % of Revenue

 % of Revenue

 Revenue

 $
 2,072,834

 100.00
 %

 $
 1,604,973

 100.00
 %

 Cost of sales

 1,086,369

 52.41
 %

 809,161

 50.42
 %

 Gross profit

 986,465

 47.59
 %

 795,812

 49.58
 %

 Operating expenses:

 General and administrative

 7,081,299

 341.62
 %

 2,471,480

 153.99
 %

 Advertising expense

 92,598

 4.47
 %

 116,007

 7.23
 %

 Depreciation and amortization expense

 198,909

 9.60
 %

 155,059

 9.66
 %

 Loss from operations

 (6,386,341
)

 (308.10
)%

 (1,946,734
)

 (121.29
)%

 Interest expense, net

 356,054

 17.18
 %

 335,008

 20.87
 %

 Foreign exchange gain

 0.01
 %

 -

 -

 Net loss

 $
 (6,742,275
)

 (325.27
)%

 $
 (2,281,742
)

 (142.17
)%

 Revenue. We generate revenue from
sales of our cleaning products. Our revenue increased by $467,861, or 29.15%, to $2,072,834 for the year ended June 30, 2025 from $1,604,973
for the year ended June 30, 2024. The increase is primarily driven by sales to a new customer, KBS, as described above. As of June 30,
2025, we recognized $876,568 in revenue from KBS under an approximately $1.4 million purchase order issued by KBS.

 Cost of sales. Our cost of sales
consists of raw materials, components, labor, demo expenses and warranty reserves. Our cost of sales increased by $277,208, or 34.26%,
to $1,086,369 for the year ended June 30, 2025 from $809,161 for the year ended June 30, 2024. As a percentage of revenue, cost of sales
increased from 50.42% for the year ended June 30, 2024 to 52.41% for the year ended June 30, 2025. The increase is the result of higher
year-over-year revenue and an increase in indirect costs such as demo expense, R&D, and warranty reserve.

 Gross profit. As a result of the
foregoing, our gross profit increased by $190,653, or 23.96%, to $986,465 for the year ended June 30, 2025 from $795,812 for the year
ended June 30, 2024. As a percentage of revenue, gross profit decreased from 49.58% for the year ended June 30, 2024 to 47.59% for the
year ended June 30, 2025.

 General and administrative expenses. Our
general and administrative expenses consist primarily of personnel expenses, including employee salaries and bonuses plus related payroll
taxes, stock based compensation expense, professional advisor fees, bad debts, rent expense, insurance and other expenses incurred in
connection with general operations. Our general and administrative expenses increased by $4,609,819, or 186.52%, to $7,081,299 for the
year ended June 30, 2025 from $2,471,480 for the year ended June 30, 2024. As a percentage of revenue, our general and administrative
expenses increased from 153.99% for the year ended June 30, 2024 to 341.62% for the year ended June 30, 2025. This increase was primarily
due to increases of $2,532,272 in non-cash stock compensation expense, $351,071 in payroll and benefits related to an increase in headcount,
$1,022,152 in professional and consulting fees, $261,250 of intangibles impairment, and $223,376 in director and officer insurance. The
increase in professional fees and director and officer insurance is directly related to our listing on NYSE American in April 2024, as
fiscal 2025 includes a full year of such fees.

 Advertising expenses. Our advertising
expenses consist of vendor trade shows and various trade publications. Our advertising expenses decreased by $23,409, or 20.18%,
to $92,598 for the year ended June 30, 2025 from $116,007 for the year ended June 30, 2024. As a percentage of revenue, our advertising
expenses decreased from 7.23% for the year ended June 30, 2024 to 4.47% for the year ended June 30, 2025. Such a decrease was primarily
due to a decrease in trade shows attended in fiscal 2025.

 Depreciation and amortization expense. We
incurred depreciation and amortization expense of $198,909, or 9.60% of revenue, for the year ended June 30, 2025, as compared to $155,059,
or 9.66% of revenue, for the year ended June 30, 2024. The increase is due to amortization expense associated with additional intangibles
acquired with the asset acquisition of Sanzonate in April 2025.

 Interest expense, net. We
incurred interest expense, net, of $356,054, or 17.18% of revenue, for the year ended June 30, 2025, as compared to $335,008, or 20.87%
of revenue, for the year ended June 30, 2024. The increase is primarily due to an increase in note payables.

 Net loss. As a result
of the cumulative effect of the factors described above, we had a net loss of $6,742,275 for the year ended June 30, 2025, as compared
to $2,281,742 for the year ended June 30, 2024, an increase of $4,460,533, or 195.49%.

 Liquidity and Capital Resources

 Our company has incurred losses and negative cash
flows from operations. From October 17, 2022 (the date of the acquisition) through June 30, 2025, we have financed our operations primarily
through private investor funding and an initial public offering. As of June 30, 2025, we had cash and cash equivalents of $1,460,997.
For the year ended June 30, 2025, we had a net loss of $6,742,275 and cash used in operating activities of $2,337,659.

 Management believes that currently available resources
will not be sufficient to fund our planned expenditures over the next 12 months, which raises substantial doubt about our company's
ability to continue as a going concern for 12 months from the balance sheet date as of June 30, 2025.

 We will be dependent upon the raising of additional
capital through equity and/or debt financing in order to implement our business plan and generate sufficient revenue in excess of costs.
If we raise additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience
dilution, and such securities may have rights, preferences or privileges senior to those of the holders of our class B common stock. If
we raise additional funds by issuing debt, we may be subject to limitations on its operations, through debt covenants or other restrictions.
There is no assurance that we will be successful with future financing ventures, and the inability to secure such financing may have a
material adverse effect on our financial condition. The accompanying consolidated financial statements do not include any adjustments
to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as a going concern.

 The accompanying consolidated financial statements
have been prepared on a going concern basis under which our company is expected to be able to realize its assets and satisfy its liabilities
in the normal course of business.

 Summary of Cash Flow

 The following table provides detailed information
about our net cash flow for the years ended June 30, 2025 and 2024.

 2025

 2024

 Net cash used in operating activities

 $
 (2,337,659
)

 $
 (1,547,880
)

 Net cash used in investing activities

 (614,181
)

 (10,438
)

 Net cash provided by financing activities

 2,374,967

 3,181,735

 Effect of exchange rate changes on cash and cash equivalents

 -

 Net increase (decrease) in cash

 (555,614
)

 1,623,417

 Cash at beginning of year

 393,194

 Cash at end of year

 $
 1,460,997

 $

 Net cash used in operating activities was $2,337,659
for the year ended June 30, 2025, as compared to $1,547,880 for the year ended June 30, 2024. For the year ended June 30, 2025, our net
loss of $6,742,275, offset by non-cash stock based compensation of $3,203,230, were the primary drivers of net cash used in operating
activities. For the year ended June 30, 2024, our net loss of $2,281,741, offset by non-cash stock based compensation of $670,958, were
the primary drivers of net cash used in operating activities.

 Net cash used in investing activities was $614,181
for the year ended June 30, 2025, as compared to $10,438 for the year ended June 30, 2024. The net cash used in investing activities for
the year ended June 30, 2025 consisted of $581,792 cash used in the acquisition of the assets of Sanzonate and purchases of property and
equipment of $32,389, while the net cash used investing activities for the year ended June 30, 2024 consisted entirely of purchases of
property and equipment.

 Net cash provided by financing activities was
$2,374,967 for the year ended June 30, 2025, as compared to $3,181,735 for the year ended June 30, 2024. Net cash provided by financing
activities for the year ended June 30, 2025 consisted of proceeds from the issuance of promissory notes and warrants of $1,510,000, proceeds
from the issuance of original issue discount notes of $500,000, proceeds from the exercise of warrants of $403,171 and proceeds from related
party loans of $332,193, offset by payments of notes payable of $316,920 and payments for deferred offering costs of $53,477, while net
cash provided by financing activities for the year ended June 30, 2024 consisted of proceeds from the issuance of class B common stock
pursuant to the initial public offering of $4,233,875 (net of offering costs) and proceeds from the issuance of convertible notes of $225,000,
offset by payments for deferred offering costs of $587,573, repayments of notes of $480,667 and repayments of related party loans of $208,900.

 Debt

 Please see Notes 11 and 12 to the accompanying
consolidated financial statements for a description of the terms of our outstanding debt.

 Contractual Obligations

 Our principal commitments consist mostly of obligations
under the loans described in Notes 11 and 12 to the accompanying consolidated financial statements. We also have a non-cancellable operating
lease commitment for our office facility expiring in 2028 as described in Note 16 to the accompanying consolidated financial statements.
Other than the foregoing, as of June 30, 2025, we did not have other long-term debt obligations, capital (finance) lease obligations,
operating lease obligations, purchase obligations or other long-term liabilities reflected on our statements of financial position.

 Off-Balance Sheet Arrangements

 We have 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.

 Critical Accounting Policies

 The following discussion relates to critical accounting
policies for our company. The preparation of financial statements in conformity with United States generally accepted accounting principles,
or GAAP, requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto,
and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant
to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition
and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and
results of operations and require management's difficult, subjective, or complex judgment, often as a result of the need to make
estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates
are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting
the estimate may differ significantly from management's current judgments. We believe the following critical accounting policies
involve the most significant estimates and judgments used in the preparation of our financial statements:

 Revenue Recognition. We generate
revenues from sales of our products and recognize revenue as control of the products is transferred to customers, which is generally at
the time of shipment based on the contractual terms with our customers. We provide customer programs and incentive offerings, including
growth incentives and volume-based incentives. These customer programs and incentives are considered variable consideration. We include
in revenue variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue
recognized will not occur when the variable consideration is resolved. This determination is made based upon known customer program and
incentive offerings at the time of sale, and expected sales volume forecasts as it relates to our volume-based incentives. This determination
is updated every reporting period. For the years ended June 30, 2025 and 2024, customer growth and volume-based incentives were minimal.
Certain product sales include a 2-year manufacturer's warranty that provides the customer with assurance that the product performs
as intended. Such warranties are assurance-type warranties and are accounted for as contingencies under ASC 460-10.

 Asset Acquisitions. Acquisitions
of assets that do not meet the definition of a business are accounted for using the cost accumulation and allocation model. The cost accumulation
and allocation model requires us to measure the assets acquired based on their cost, which is then allocated to the assets on a relative
fair value basis. The cost of the assets includes direct acquisition-related costs such as fees paid to external advisors, attorneys,
and accountants. When the cost of the acquired assets is greater than the fair value of the group, the excess cost is allocated to the
nonfinancial assets acquired. Contingent consideration included in an asset acquisition is first assessed as to whether it qualifies as
a derivative instrument. If it does, we would measure the contingent consideration at fair value with changes in fair value reported in
earnings. If the contingent consideration is not a derivative instrument, we will recognize the contingent consideration when it is probable
and estimable and subsequent changes are recorded as adjustments to the carrying amount of the assets acquired. Determining the fair value
of assets acquired, for purposes of allocating cost based on their relative fair values, requires management to use significant judgment
and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection
of comparable companies. Estimates of fair value are based on assumptions believed to be reasonable, but are inherently uncertain and
unpredictable and, as a result, actual results may differ from those estimates.

 Intangible Assets. Intangible assets
primarily consist of existing technology, distribution agreements, licenses, and trademarks obtained as a result of the acquisitions on
October 17, 2022 and April 15, 2025. Intangible assets with definite lives are amortized based on their pattern of economic benefit over
their estimated useful lives and reviewed periodically for impairment. Our trademarks are deemed to have an indefinite life. The estimated
useful life of the acquired technology is 15 years while the estimated useful lives of the distribution agreements and licenses is 5 years.

 Impairment of Long-Lived Assets.
Long-lived assets consist primarily of property and equipment and intangible assets. Long-lived assets are tested for impairment when
events and circumstances indicate the assets might be impaired by first comparing the estimated future undiscounted cash flows of the
asset or asset group to the carrying value. If the carrying value exceeds the estimated future undiscounted cash flows, an impairment
loss is recognized based on the amount that the carrying value exceeds the fair value of the asset or asset group. As a result of the
analysis, we recognized an impairment loss of $261,250 in general and administrative expenses on our customer relationship intangible
asset during the year ended June 30, 2025. No other long-lived assets were determined to be impaired for the years ended June 30, 2025
and 2024. Subsequent evaluations will be performed annually on June 30, per our policy.

 Impairment of Goodwill. We evaluate
goodwill for impairment annually, as of June 30, or more frequently when indicators of impairment exist. We consider qualitative factors
including market conditions, legal factors, operating performance indicators, and competition, among others, to determine whether it is
more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If we conclude that
it is more likely than not that the fair value of the reporting unit is less than its carrying amount, we perform a quantitative impairment
test. In performing the quantitative impairment test, we compare the fair value of its reporting unit to the carrying amount including
the goodwill of the reporting unit. If the carrying value, including goodwill, exceeds the reporting unit's fair value, we will
recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit's fair value. We performed our
annual evaluation of goodwill on June 30, 2025. Based on the analysis, we did not recognize an impairment loss during the year ended June
30, 2025. Subsequent evaluations will be performed annually on June 30, per our policy.

 Stock-based Compensation. Compensation
expense is recognized for all share-based payments to employees and non-employees, including stock options, restricted stock awards, and
warrants, in the statements of operation based on the fair value of the awards that are granted. As necessary, our stock price at the
date of grant was estimated using an acceptable valuation technique such as the probability-weighted expected return model. The fair value
of stock options and warrants are estimated at the date of grant using the Black-Scholes option-pricing model. The fair value of restricted
stock awards is based on the fair market value of our class B common stock on the date of grant. Compensation expense for restricted stock
awards with performance-based vesting conditions is calculated based on the number of awards that are expected to vest during the performance
period if it is probable that the performance metrics will be achieved. Generally, measured compensation cost, net of actual forfeitures,
is recognized on a straight-line basis over the vesting period of the related share-based compensation award. We account for forfeitures
of stock-based awards as they occur.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Not applicable.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 The full text of our audited consolidated financial statements begins
on page F-1 of this annual report.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM 9A. CONTROLS AND PROCEDURES.

 Evaluation of Disclosure Controls and Procedures

 We maintain "disclosure controls and procedures,"
as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure information required to be
disclosed in our reports that we file or furnish pursuant to the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management,
including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer),
as appropriate to allow for timely decisions regarding required disclosure.

 Our management, with the participation of our
principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures
as of June 30, 2025. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as
of such date, our disclosure controls and procedures were not effective at a reasonable assurance level due to the material weaknesses
in internal control over financial reporting described below.

 Management's Annual Report on Internal
Control over Financial Reporting

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting refers to
the process designed by, or under the supervision of, our principal executive officer and principal financial and accounting officer,
and effected by our board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of
our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those
policies and procedures that:

 (1)
 pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets;

 (2)
 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of
our management and directors; and

 (3)
 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of our assets that could have a material effect on the financial statements.

 Our management evaluated the effectiveness of
our internal control over financial reporting as of June 30, 2025. In making this evaluation, management used the framework established
in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The
COSO framework summarizes each of the components of a company's internal control system, including (i) the control environment,
(ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on our evaluation, we determined
that, as of June 30, 2025, our internal control over financial reporting was not effective due to the following material weaknesses:

 We lack a sufficient number of trained professionals with the expertise to design, implement, and execute
a formal risk assessment process and formal accounting policies, procedures, and controls over accounting and financial reporting to ensure
the timely and accurate recording of financial transactions while maintaining a segregation of duties.

 We lack a sufficient number of trained professionals with the appropriate GAAP technical expertise to
identify, evaluate, and account for complex transactions and review valuation reports prepared by external specialists.

 We are planning on implementing measures designed
to improve our internal control over financial reporting to remediate these material weaknesses, including formalizing our processes and
internal control documentation and strengthening supervisory reviews by our financial management and hiring additional qualified accounting
and finance personnel and engaging financial consultants to enable the implementation of internal control over financial reporting and
segregating duties amongst accounting and finance personnel.

 While we are implementing these measures, we cannot
assure you that these efforts will remediate our material weaknesses and significant deficiencies in a timely manner, or at all, or prevent
restatements of our financial statements in the future. If we are unable to successfully remediate our material weaknesses, or identify
any future significant deficiencies or material weaknesses, the accuracy and timing of our financial reporting may be adversely affected,
we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, and the market price
of our class B common stock may decline as a result.

 Our management, including our principal executive
officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal control over financial
reporting will prevent all errors and all fraud. 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, and management necessarily is required
to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Further, the design of a control
system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls
is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be detected.

 As a smaller reporting company, we are not required
to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm
in this report.

 Changes in Internal Controls over Financial
Reporting

 We regularly review our system of internal control
over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that
we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems,
consolidating activities, and migrating processes.

 Except for the matters described above, there
have been no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2025 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION.

 We have no information to disclose that was required
to be in a report on Form 8-K during the fourth quarter of fiscal year 2025 but was not reported.

 None of our directors or executive officers
 adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation
S-K) during the fourth quarter of fiscal year 2025.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not applicable.

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

included in our definitive proxy statement to be filed with the SEC within 120 days after June 30, 2025 in connection with the solicitation
of proxies for our 2025 annual meeting of stockholders, or the 2025 Proxy Statement, and is incorporated herein by reference.

 ITEM
11. EXECUTIVE COMPENSATION.

included in the 2025 Proxy Statement and is incorporated herein by reference.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

included in the 2025 Proxy Statement and is incorporated herein by reference.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

included in the 2025 Proxy Statement and is incorporated herein by reference.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

included in the 2025 Proxy Statement and is incorporated herein by reference.

 ITEM
15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

 (a) List of Documents Filed as a Part of This Report:

 (1) Index to Financial Statements:

 Report of Independent Registered Public Accounting Firm (PCAOB ID 05854)

 Consolidated Balance Sheets as of June 30, 2025 and 2024

 Consolidated Statements of Operations for the Years Ended June 30, 2025 and 2024

 Consolidated Statements of Stockholders' Equity for the Years Ended June 30, 2025 and 2024

 Consolidated Statements of Cash Flows for the Years Ended June 30, 2025 and 2024

 Notes to Consolidated Financial Statements

 (2) Index to Financial Statement Schedules:

 All schedules have been omitted because
the required information is included in the consolidated financial statements or the notes thereto, or because it is not required.

 (3) Index to Exhibits:

 See exhibits listed under Part (b) below.

 (b) Exhibits:

 Exhibit No.

 Description

 3.1

 Articles of Incorporation of CleanCore Solutions, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on October 10, 2023)

 3.2

 Bylaws of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on October 10, 2023)

 4.1*

 Description of Securities of CleanCore Solutions, Inc.

 4.2

 Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Boustead Securities, LLC on June 9, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 11, 2025)

 4.3

 Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Boustead Securities, LLC on June 9, 2025 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 11, 2025)

 4.4

 Form of Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. on April 16, 2025 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on April 21, 2025)

 4.5

 Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Sanzonate Global Inc. on April 15, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 21, 2025)

 4.6*

 Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to MARS Capital Technologies LLC on July 11, 2024

 4.7*

 Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to MARS Capital Technologies LLC on July 11, 2024

 4.8*

 Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to MARS Capital Technologies LLC on July 11, 2024

 4.9*

 Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to MARS Capital Technologies LLC on July 11, 2024

 4.10

 Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Boustead Securities, LLC on April 30, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 1, 2024)

 10.1

 Sales Agreement, dated as of June 20, 2025, between CleanCore Solutions, Inc. and Curvature Securities LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on June 20, 2025)

 10.2

 Asset Purchase Agreement, dated February 21, 2025, among CleanCore Global Limited, Sanzonate Europe Inc. and Sanzonate Global Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 26, 2025)

 10.3

 Amendment No. 1 to Asset Purchase Agreement, dated April 15, 2025, among CleanCore Global Limited, Sanzonate Europe Ltd. and Sanzonate Global Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 21, 2025)

 10.4

 10% Subordinated Promissory Note issued by CleanCore Global Limited to Sanzonate Europe Ltd. on April 15, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 21, 2025)

 10.5*

 Memorandum of Understanding, dated January 10, 2025, between CleanCore Solutions, Inc. and Kellermeyer Bergensons Services, LLC

 10.6

 Product Development Proposal, dated August 20, 2024, between CleanCore Solutions, Inc. and Business International Incorporation (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed on September 20, 2024)

 10.7

 Agreement, dated July 27, 2023, between Nebraska C. Ozone, LLC and CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1 filed on October 10, 2023)

 10.8*

 Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc. to Larry Little on June 30, 2025

 10.9*

 12% Unsecured Promissory Note issued by CleanCore Solutions, Inc. to John H. Nelson on June 6, 2025

 10.10

 Form of 12% Unsecured Promissory Note issued by CleanCore Solutions, Inc. on April 16, 2025 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on April 21, 2025)

 10.11

 Promissory Note issued by CleanCore Solutions, Inc. to Garry Hollst on December 24, 2024 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 31, 2024)

 10.12

 Amended and Restated Promissory Note issued by CleanCore Solutions, Inc. to Garry Hollst on May 2, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 7, 2025)

 10.13

 20% Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc. to Clayton Adams on December 24, 2024 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on December 31, 2024)

 10.14

 Note Sale Assignment and Cancellation Agreement, dated January 27, 2025, among Clayton Adams, Travis Buchanan and CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 31, 2025)

 10.15

 20% Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc. to Clayton Adams on January 27, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on January 31, 2025)

 10.16

 Note Amendment Agreement, dated May 2, 2025, between CleanCore Solutions, Inc. and Clayton Adams (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on May 7, 2025)

 10.17

 20% Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc. to Travis Buchanan on January 27, 2025 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on January 31, 2025)

 10.18

 Note Amendment Agreement, dated May 2, 2025, between CleanCore Solutions, Inc. and Travis Buchanan (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on May 7, 2025)

 10.19

 Promissory Note issued by CleanCore Solutions, Inc. to Garry Rohwer on December 24, 2024 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on December 31, 2024)

 10.20

 Amended and Restated Promissory Note issued by CleanCore Solutions, Inc. to Burlington Capital, LLC on May 31, 2024 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on June 6, 2024)

 10.21

 Loan Agreement, dated March 26, 2024, between CleanCore Solutions, Inc. and Clayton Adams (incorporated by reference to Exhibit 10.14 to Amendment No. 6 to the Registration Statement on Form S-1/A filed on March 27, 2024)

 10.22

 Revolving Credit Note issued by CleanCore Solutions, Inc. to Clayton Adams on March 26, 2024 (incorporated by reference to Exhibit 10.15 to Amendment No. 6 to the Registration Statement on Form S-1/A filed on March 27, 2024)

 10.23

 Settlement and Release Agreement, dated June 6, 2025, among Matthew Atkinson, CleanCore Solutions, Inc., Clayton Adams and David Enholm (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 11, 2025)

 10.24*

 Settlement Agreement, dated June 5, 2025, between Boustead Securities, LLC and CleanCore Solutions, Inc.

 10.25

 Business Property Lease, dated November 9, 2022, between RMR Mercury I-80, LLC and CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed on October 10, 2023)

 10.26

 Business Property Lease Amendment, dated October 3, 2023, between RMR Mercury I-80, LLC and CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed on October 10, 2023)

 10.27

 Business Property Lease Second Amendment, dated March 20, 2024, between RMR Mercury I-80, LLC and CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.18 to Amendment No. 6 to the Registration Statement on Form S-1/A filed on March 27, 2024)

 10.28

 Consulting Agreement, dated April 1, 2024, between CleanCore Solutions, Inc. and Birddog Capital, LLC (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed on September 20, 2024)

 10.29

 Amendment No. 1 to Consulting Agreement, dated June 11, 2025, between CleanCore Solutions, Inc. and Birddog Capital, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 17, 2025)

 10.30

 Employment Agreement, dated March 27, 2023, between CleanCore Solutions, Inc. and David Enholm (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-1 filed on October 10, 2023)

 10.31

 Amendment No. 1 to Executive Employment Agreement, dated May 1, 2025, between CleanCore Solutions, Inc. and David Enholm (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on May 7, 2025)

 10.32

 Employment Agreement, dated January 1, 2025, between CleanCore Solutions, Inc. and Travis Buchanan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 7, 2025)

 10.33

 Employment Agreement, dated January 1, 2025, between CleanCore Solutions, Inc. and Gary Hollst (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 7, 2025)

 10.34

 Form of Independent Director Agreement between CleanCore Solutions, Inc. and each independent director and each director nominee (incorporated by reference to Exhibit 10.24 to the Registration Statement on Form S-1 filed on October 10, 2023)

 10.35

 Form of Indemnification Agreement between CleanCore Solutions, Inc. and each independent director and each director nominee (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form S-1 filed on October 10, 2023)

 10.36

 CleanCore Solutions, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on July 23, 2025)

 10.37

 Amendment No. 1 to CleanCore Solutions, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 to Amendment No. 2 to the Registration Statement on Form S-1/A filed on January 9, 2024)

 10.38

 Amendment No. 2 to CleanCore Solutions, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8 filed on July 23, 2025)

 10.39

 Form of Stock Option Agreement (incorporated by reference to Exhibit 10.27 to the Registration Statement on Form S-1 filed on October 10, 2023)

 10.40

 Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.28 to the Registration Statement on Form S-1 filed on October 10, 2023)

 10.41

 Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.29 to the Registration Statement on Form S-1 filed on October 10, 2023)

 14.1

 Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K filed on September 20, 2024)

 19.1

 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed on September 20, 2024)

 21.1*

 List of Subsidiaries

 23.1*

 Consent of TAAD, LLP

 31.1*

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

 31.2*

 Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1**

 Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2**

 Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1

 Clawback Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed on September 20, 2024)

 101*

 104*

 *
 Filed herewith

 **
 Furnished herewith

 Executive compensation plan or arrangement

 ITEM
16. FORM 10-K SUMMARY.

 None.

 FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 05854)

 Consolidated Balance Sheets as of June 30, 2025 and 2024

 Consolidated Statements of Operations for the Years Ended June 30, 2025 and 2024

 Consolidated Statements of Stockholders' Equity for the Years Ended June 30, 2025 and 2024

 Consolidated Statements of Cash Flows for the Years Ended June 30, 2025 and 2024

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 To the Board of Directors and

 Stockholders of CleanCore Solutions, Inc. and its Subsidiary

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated
balance sheets of CleanCore Solutions, Inc. and its Subsidiary("the Company") as of June 30, 2025 and 2024, and the related
consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows for the two-year periods ended June
30, 2025 and 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and
the results of its operations and its cash flows for the two-year periods ended June 30, 2025 and 2024, in conformity with accounting
principles generally accepted in the United States of America.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements,
the Company has an accumulated deficit and negative cash flows from operations. These factors, among others, raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in
Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 /s/ TAAD, LLP

 We have served as the Company's auditor
since 2022

 Diamond Bar, CA

 F- 2

 CONSOLIDATED
BALANCE SHEETS

 As of June 30,

 2025

 2024

 Assets

 Current assets:

 Cash and cash equivalents

 $
 1,460,997

 $

 Accounts receivable, net

 657,683

 467,286

 Inventory, net

 1,347,693

 672,326

 Deferred offering costs

 124,062

 -

 Prepaid expenses and other current assets

 227,564

 55,365

 Total current assets

 3,817,999

 3,211,588

 Property and equipment, net

 32,548

 10,572

 Right of use assets

 394,415

 524,818

 Intangibles, net

 1,974,509

 1,486,923

 Goodwill

 2,237,910

 2,237,910

 Other assets

 9,440

 9,440

 Total assets

 $
 8,466,821

 $
 7,481,251

 Liabilities and Stockholders' Equity

 Current liabilities:

 Accounts payable and accrued expenses

 $
 1,380,285

 $
 573,956

 Deferred revenue

 -

 10,395

 Lease liability – current

 145,005

 131,887

 Note payable – current

 690,112

 698,149

 Note payable – related party

 415,241

 -

 Due to related parties

 216,895

 91,119

 Total current liabilities

 2,847,538

 1,505,506

 Lease liability – non-current

 273,099

 418,104

 Note payable – non-current

 3,880,202

 1,821,184

 Total liabilities

 7,000,839

 3,744,794

 Commitments and contingencies (Note 16)

 Stockholders' Equity

 Class A Common Stock; $ 0.0001 par value, 50,000,000 shares authorized; 1,875,795 and 270,000 shares issued and outstanding as of June 30, 2025 and 2024, respectively

 Class B Common Stock; $ 0.0001 par value, 250,000,000 shares authorized; 9,961,227 and 7,960,919 shares issued and outstanding as of June 30, 2025 and 2024, respectively

 Additional paid-in capital

 15,490,763

 11,040,583

 Other comprehensive income

 -

 Accumulated deficit

 ( 14,047,224
)

 ( 7,304,949
)

 Total stockholders' equity

 1,465,982

 3,736,457

 Total liabilities and stockholders' equity

 $
 8,466,821

 $
 7,481,251

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 2025

 2024

 Revenue, net

 $
 2,072,834

 $
 1,604,973

 Cost of sales (exclusive of depreciation shown separately below)

 1,086,369

 809,161

 Gross profit

 986,465

 795,812

 Operating expenses:

 General and administrative

 7,081,299

 2,471,480

 Advertising expense

 92,598

 116,007

 Depreciation and amortization expense

 198,909

 155,059

 Loss from operations

 ( 6,386,341
)

 ( 1,946,734
)

 Interest expense, net

 356,054

 335,008

 Foreign exchange gain

 -

 Net loss

 $
)

 $
)

 Foreign currency translation adjustment

 -

 Total comprehensive loss

 $
 ( 6,721,016
)

)

 Net loss per share of Class A and Class B stock, basic and diluted

 $
 ( 0.79
)

 $
 ( 0.49
)

 Weighted average shares used in computing net loss per Class A share, basic and diluted

 228,891

 350,192

 Weighted average shares used in computing net loss per Class B share, basic and diluted

 8,320,481

 4,311,142

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 Series
 Seed
 Preferred
 Stock

 Class
 A
 Common
 Stock

 Class
 B
 Common
 Stock

 Additional
 Paid in

 Accumulated
 Other Comprehensive

 Accumulated

 Total Stockholders'

 Shares

 Shares

 Shares

 Capital

 Income

 Deficit

 Equity

 Balance
 at July 1, 2024

 4,000,000

 $

 660,000

 $

 1,795,940

 $

 $
 6,768,775

 $
 -

 $
 ( 5,023,207
)

 $
 1,746,214

 Conversion
 of class A common stock into class B common stock

 -

 -

 ( 4,390,000
)

 ( 439
)

 4,390,000

 -

 -

 -

 -

 Conversion
 of series seed preferred stock into class A common stock

 ( 4,000,000
)

 ( 400
)

 4,000,000

 -

 -

 -

 -

 -

 -

 Issuance of class B common stock pursuant to initial public offering, net of issuance and deferred offering costs of $ 1,656,453

 -

 -

 -

 1,250,000

 3,343,422

 -

 -

 3,343,547

 of class B common stock pursuant to convertible notes

 -

 -

 -

 -

 257,479

 257,455

 -

 -

 257,480

 of non-qualified stock options – 2022 Equity Incentive Plan

 -

 -

 -

 -

 -

 -

 126,975

 -

 -

 126,975

 of class B common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan

 -

 -

 -

 -

 92,500

 320,017

 -

 -

 320,026

 of restricted stock awards – 2022 Equity Incentive Plan

 -

 -

 -

 -

 175,000

 51,086

 -

 -

 51,104

 Stock
 based compensation – 2022 Equity incentive plan

 -

 -

 -

 -

 -

 -

 172,853

 -

 -

 172,853

 Net
 loss for the period

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance
 at June 30, 2024

 -

 $
 -

 270,000

 $

 7,960,919

 $

 $
 11,040,583

 -

 $
 ( 7,304,949
)

 $
 3,736,457

 Conversion
 of class A common stock into class B common stock

 -

 -

 ( 270,000
)

 ( 27
)

 270,000

 -

 -

 -

 -

 of class A common stock upon exercise of options

 -

 -

 1,875,795

 -

 -

 -

 -

 -

 of class B common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan

 -

 -

 -

 -

 174,278

 262,199

 -

 -

 262,217

 of restricted stock awards – 2022 Equity Incentive Plan

 -

 -

 -

 -

 563,172

 1,930,406

 -

 -

 1,930,462

 of Class B common stock upon exercise of warrants

 -

 -

 -

 -

 331,657

 403,138

 -

 403,171

 of Class B common stock pursuant to convertible notes

 -

 -

 -

 -

 307,701

 344,594

 -

 -

 344,625

 of Class B common stock upon settlement of debt

 -

 -

 -

 -

 133,500

 299,987

 -

 -

 300,000

 of class B common stock under separation agreement

 -

 -

 -

 -

 20,000

 55,313

 -

 -

 55,315

 of class B common stock under settlement agreement

 -

 -

 -

 -

 200,000

 -

 -

 -

 Stock
 based compensation – 2022 Equity incentive plan

 -

 -

 -

 -

 -

 -

 955,046

 -

 -

 955,046

 Modification
 of related party debt

 -

 -

 -

 -

 -

 -

 18,022

 -

 -

 18,022

 Acquisition-related
 costs

 -

 -

 -

 -

 -

 -

 181,475

 -

 -

 181,475

 Currency
 translation adjustment

 -

 -

 -

 -

 -

 -

 -

 -

 Net
 loss for the period

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance
 at June 30, 2025

 -

 $
 -

 1,875,795

 $

 9,961,227

 $

 $
 15,490,763

 $

 $
 ( 14,047,224
)

 $
 1,465,982

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENT OF CASH FLOWS

 2025

 2024

 Cash flows from operating activities

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation and amortization

 203,777

 155,059

 Accretion of note payable discount

 83,048

 5,250

 Non cash interest expense

 344,886

 85,593

 Stock based compensation

 3,203,230

 670,958

 Non cash lease expense

 ( 1,484
)

 5,308

 Reversal of contingent liability

 ( 111,987
)

 -

 Modification of related party debt

 18,022

 -

 Provision for bad debt and write-off on uncollectable accounts

 221,241

 37,498

 Impairment of intangibles

 261,250

 -

 Foreign exchange (gain)/loss

 ( 120
)

 -

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 138,859
)

 ( 271,224
)

 Inventory

 ( 326,958
)

 ( 211
)

 Prepaid expenses

 ( 172,198
)

 80,301

 Deferred revenue

 ( 10,395
)

 10,395

 Due to related parties

 216,896

 -

 Accounts payable and accrued liabilities

 614,267

 ( 45,065
)

 Net cash used in operating activities

 ( 2,337,659
)

 ( 1,547,880
)

 Investing activities

 Purchase of property and equipment

 ( 32,389
)

 ( 10,438
)

 Cash used in acquisition

 ( 581,792
)

 -

 Net cash used in investing activities

 ( 614,181
)

 ( 10,438
)

 Financing activities

 Proceeds from issuance of class B common stock pursuant to initial public offering, net of issuance costs

 -

 4,233,875

 Proceeds from issuance of convertible notes

 -

 225,000

 Proceeds from related party loans

 332,193

 -

 Proceeds from issuance of promissory notes and warrants

 1,510,000

 -

 Proceeds from exercise of warrants

 403,171

 -

 Proceeds from issuance of original issue discount notes

 500,000

 -

 Payments for deferred offering costs

 ( 53,477
)

 ( 587,573
)

 Payments on notes payable

 ( 316,920
)

 ( 480,667
)

 Repayments of loans due to related parties

 -

 ( 208,900
)

 Net cash provided by financing activities

 2,374,967

 3,181,735

 Effect of exchange rate changes on cash and cash equivalents

 -

 Net increase (decrease) in cash

 ( 555,614
)

 1,623,417

 Cash and cash equivalents at beginning of year

 393,194

 Cash and cash equivalents at the end of year

 $
 1,460,997

 $

 Supplementary cash flow disclosure

 Cash paid for interest

 $
 48,830

 $
 436,346

 Supplementary schedule of non-cash investing and financing activities

 Shares issued for conversion from convertible note payable

 $
 -

 $
 257,480

 Unpaid deferred offering costs

 $
 70,585

 $
 -

 Debt to equity conversion

 $
 644,625

 $
 -

 Issuance of debt in connection with acquisition

 $
 800,000

 $
 -

 Issuance of warrants in connection with acquisition

 $
 181,475

 $
 -

 Fair value of assets acquired

 $
 1,563,267

 $
 -

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 6

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 JUNE
30, 2025 AND 2024

 1. Organization and Business

 CC Acquisition Corp. was incorporated in the State
of Nevada on August 23, 2022 for the sole purpose of acquiring substantially all of the assets of CleanCore Solutions, LLC, TetraClean
Systems, LLC, and Food Safety Technologies, LLC, pursuant to an asset purchase agreement entered into by CC Acquisition Corp. with these
three entities and their owners on October 17, 2022. On November 21, 2022, CC Acquisition Corp. changed its name to CleanCore Solutions,
Inc. ("CleanCore US"). Since CleanCore US acquired substantially all of the assets of each of CleanCore Solutions, LLC, TetraClean
Systems, LLC, and Food Safety Technologies, LLC, the business of these three entities is now operated by CleanCore US.

 On January 29, 2025, CleanCore established CleanCore
Global Limited ("CleanCore Global," and together with CleanCore US, the "Company") as a wholly owned subsidiary
in Ireland.

 The Company specializes in the development and
production of cleaning products that produce pure aqueous ozone products for professional, industrial, or home use. The Company has a
patented nanobubble technology using aqueous ozone that it believes is highly effective in cleaning, sanitizing, and deodorizing surfaces
and high-touch areas.

 The Company offers products and solutions that
are marketed for janitorial and sanitation, ice machine cleaning, laundry, and industrial industries. Its products are used in many types
of environments including retail establishments, distribution centers, factories, warehouses, restaurants, schools and universities, airports,
healthcare, food service, and commercial buildings such as offices, malls, and stores.

 The headquarters, principal address and records
of the Company are located at 5920 South 118th Circle, Suite 2, Omaha, Nebraska.

 Initial Public Offering

 On April 30, 2024, the Company closed its initial
public offering of 1,250,000 shares of class B common stock at a price to the public of $ 4.00 per share for gross offering proceeds of
$ 5,000,000, before deducting underwriting discounts, commissions, and offering expenses payable by the Company. After deducting underwriting
discounts, commissions and other offering costs, the Company received net proceeds of $ 3,343,547.

 Liquidity

 The Company has incurred losses and negative cash
flows from operations. From October 17, 2022 (the date of the acquisition) through June 30, 2025, the Company has financed its operations
primarily through investor funding. As of June 30, 2025, the Company had cash of $ 1,460,997. For the year ended June 30, 2025, the Company
had a net loss of $ 6,742,275 and cash used in operating activities of $ 2,337,659. In accordance with Accounting Standards Codification
("ASC") Topic 205-40, Presentation of Financial Statements - Going Concern, management is required to perform a two-step
analysis over the Company's ability to continue as a going concern. Management must first evaluate whether there are conditions
and events that raise substantial doubt about the Company's ability to continue as a going concern for a period of 12 months from
the date the consolidated financial statements are issued. If management concludes that substantial doubt is raised, management is also
required to consider whether its plans alleviate that doubt.

 Despite the initial public offering described
above, management believes that currently available resources will not be sufficient to fund the Company's planned expenditures
over the next 12 months. These factors, individually and collectively, indicate that a material uncertainty exists that raises substantial
doubt about the Company's ability to continue as a going concern for 12 months from the balance sheet date as of June 30, 2025.

 The Company will be dependent upon the raising
of additional capital through equity and/or debt financing in order to implement its business plan and generate sufficient revenue in
excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity,
stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of
common stock. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through
debt covenants or other restrictions. There is no assurance that the Company will be successful with future financing ventures, and the
inability to secure such financing may have a material adverse effect on the Company's financial condition. These consolidated financial
statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should
the Company be unable to continue as a going concern.

 The accompanying consolidated financial statements
have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities
in the normal course of business.

 F- 7

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 JUNE
30, 2025 AND 2024

 2.
Summary of Significant Accounting Policies

 Basis of Presentation and Consolidation

 The accompanying consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP")
and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and include the accounts of
the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated. In the opinion of management,
all adjustments considered necessary for a fair presentation have been included.

 Use of Estimates

 The preparation of the Company's consolidated
financial statements require management to make estimates and assumptions that impact the reported amounts of assets, liabilities and
expenses and the disclosure in the Company's consolidated financial statements and accompanying notes. The Company bases its estimates
on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. By their nature,
estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management's estimates.
Significant estimates and assumptions made by the Company are allowance for bad debt, useful lives of fixed assets, warranty liabilities,
accrued contingent liabilities, and allowance for inventory obsolescence.

 Foreign Currency

 The Company's consolidated financial statements
are reported in U.S. Dollars ("USD"), the CleanCore US's functional currency. The functional currency for the subsidiary
in Ireland, CleanCore Global, is the Euro ("EUR"). The translation of EUR into USD is performed for balance sheet accounts
using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using an average exchange rate prevailing
during the respective period. The gains or losses resulting from such translation are reported as currency translation adjustments under
other comprehensive income/loss, or under accumulated other comprehensive income/loss as a separate component of equity.

 Monetary assets and liabilities of the Company
that are denominated in currencies other than EUR are translated into their respective functional currency at the rates of exchange prevailing
on the balance sheet date. Transactions of the Company that are denominated in currencies other than EUR are translated into the respective
functional currencies at the average exchange rate prevailing during the period of the transaction. The gains or losses resulting from
foreign currency transactions are included in the consolidated statements of operations.

 Comprehensive Income (Loss)

 Comprehensive income (loss) consists of two components,
net income (loss) and other comprehensive income (loss), net of tax. Other comprehensive income (loss), net of tax, refers to revenue,
expenses, gains, and losses that under U.S. GAAP are recorded as an element of stockholders' equity but are excluded from net income
(loss). The Company's other comprehensive income (loss), net of tax, consists of foreign currency translation adjustments that result
from consolidation of its foreign entity.

 Risks and Uncertainties

 The Company is subject to a number of risks similar
to other early-stage companies including, but not limited to, profitability, the need for additional financing to achieve its business
strategy, ability to obtain regulatory approval, significant competition, and dependence on key individuals.

 Cash and Cash Equivalents

 Cash consists of cash in readily available checking
and money market accounts. Cash is recorded at cost, which approximates fair value. As of June 30, 2025 and 2024, cash balances were deposited
at a major financial institution. Cash balances are subject to minimal credit risk as the balances are with high credit quality financial
institutions.

 F- 8

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 JUNE
30, 2025 AND 2024

 Concentration of Credit Risk

 Financial instruments, which potentially subject
the Company to significant concentration of credit risk, consist of cash. The Company maintains deposits in federally insured financial
institutions in excess of respective insured limits. The Company has not experienced any losses in such accounts and management believes
that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those
deposits are held.

 Major Customers

 The Company had two customers that accounted for
 42 % and 17 % of its revenues for the year ended June 30, 2025 and one customer that accounted for 14 % of its revenues for the year ended
June 30, 2024. Collateral is not required for customer accounts receivable balances. The Company maintains an allowance for doubtful accounts
as described in "Accounts Receivable" below. The Company had one customer that accounted for 47 % of total accounts receivable
as of June 30, 2025 and two customers that accounted for 28 % each of total accounts receivable as of June 30, 2024.

 Major Vendors

 The Company
has a single vendor for each of its two main products from whom it exclusively purchases a major component. The Company expects to maintain
this relationship with the vendor; however, it does have a contingency plan in place to use
other vendors if necessary, which would result in minor production delays.

 Accounts Receivable

 Accounts receivable is comprised of trade receivables
from the Company's customers. Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company established
an allowance for bad debt of accounts receivables based on a percentage assigned to aged days outstanding categories. The Company recorded
an allowance for doubtful accounts of $ 122,009 and $ 2,535 as of June 30, 2025 and 2024, respectively.

 Inventory

 Inventory consists of parts, work in progress
and finished goods. The Company values parts and finished goods at the lower of the actual costs or net realizable value. The Company
values work in progress at cost. The Company periodically reviews inventory for obsolete and potentially impaired items. As of June 30,
2025 and 2024, the Company maintained an allowance for slow-moving and inventory obsolescence of $ 37,420 and $ 14,791, respectively.

 Leases

 The Company accounts for leases in accordance
with ASC Topic 842 (Topic 842), Leases. Right-of-use assets represent the Company's right to use an underlying asset for
the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The lease
liability is measured as the present value of the unpaid lease payments, and the right-of-use asset value is derived from the calculation
of the lease liability. Operating leases are included in right-of-use assets, current lease liabilities, and noncurrent lease liabilities
in the consolidated balance sheet.

 Lease payments include fixed and in-substance
fixed payments, variable payments based on an index or rate, reasonably certain purchase options, termination penalties, and probable
amounts the lessee will owe under a residual value guarantee. Variable lease payments are recognized as lease expenses as incurred, and
generally relate to variable payments made based on the level of services provided by the landlords of the leases. Lease expense for operating
lease payments is recognized on a straight-line basis over the lease term within general and administrative expenses in the consolidated
statement of operations.

 The Company uses its estimated incremental borrowing
rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments because
the Company does not have the information necessary to determine the rate implicit in the lease. The Company's lease term includes
any option to extend the lease when it is reasonably certain to be exercised based on consideration of all relevant factors. Leases with
an initial term of 12 months or less are not recorded on the consolidated balance sheet and the Company recognizes lease expense for these
leases on a straight-line basis over the lease term.

 F- 9

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 JUNE
30, 2025 AND 2024

 Business Combinations

 Business combinations are accounted for using
the acquisition method. The fair value of total purchase consideration is allocated to the fair values of identifiable tangible and intangible
assets acquired and liabilities assumed, with the remaining amount being classified as goodwill. All assets, liabilities and contingent
liabilities acquired or assumed in a business combination are recorded at their fair values at the date of acquisition. Determining the
fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection
of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. Estimates
of fair value are based on assumptions believed to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual
results may differ from those estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company
may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. At the conclusion of the
measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Transaction costs associated
with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements
of operations.

 Asset Acquisitions

 Acquisitions
of assets that do not meet the definition of a business are accounted for using the cost accumulation and allocation model. The cost accumulation
and allocation model requires the Company to measure the assets acquired based on their cost, which is then allocated to the assets on
a relative fair value basis. The cost of the assets includes direct acquisition-related costs such as fees paid to external advisors,
attorneys, and accountants. When the cost of the acquired assets is greater than the fair value of the group, the excess cost is allocated
to the nonfinancial assets acquired. Contingent consideration included in an asset acquisition is first assessed as to whether it qualifies
as a derivative instrument. If it does, the Company would measure the contingent consideration at fair value with changes in fair value
reported in earnings. If the contingent consideration is not a derivative instrument, the Company will recognize the contingent consideration
when it is probable and estimable and subsequent changes are recorded as adjustments to the carrying amount of the assets acquired. Determining
the fair value of assets acquired, for purposes of allocating cost based on their relative fair values, requires management to use significant
judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates,
and selection of comparable companies. Estimates of fair value are based on assumptions believed to be reasonable, but are inherently
uncertain and unpredictable and, as a result, actual results may differ from those estimates.

 Intangible Assets

 Intangible assets primarily consist of existing
technology, distribution agreements, licenses, and trademarks obtained as a result of the acquisitions on October 17, 2022 and April 15,
2025. Intangible assets with definite lives are amortized based on their pattern of economic benefit over their estimated useful lives
and reviewed periodically for impairment. The Company's trademarks are deemed to have an indefinite life. The estimated useful life
of the acquired technology is 15 years while the estimated useful lives of the distribution agreements and licenses is 5 years.

 Impairment of Long-Lived Assets

 Long-lived assets consist primarily of property
and equipment and intangible assets. Long-lived assets are tested for impairment when events and circumstances indicate the assets might
be impaired by first comparing the estimated future undiscounted cash flows of the asset or asset group to the carrying value. If the
carrying value exceeds the estimated future undiscounted cash flows, an impairment loss is recognized based on the amount that the carrying
value exceeds the fair value of the asset or asset group. As a result of the analysis, the Company recognized an impairment loss of $ 261,250
in general and administrative expenses on its customer relationship intangible asset during the year ended June 30, 2025. No other long-lived
assets were determined to be impaired for the years ended June 30, 2025 and 2024. Subsequent evaluations will be performed annually on
June 30, per the Company's policy.

 F- 10

 Impairment of Goodwill

 The Company evaluates goodwill for impairment
annually, as of June 30, or more frequently when indicators of impairment exist. The Company considers qualitative factors including market
conditions, legal factors, operating performance indicators, and competition, among others, to determine whether it is more likely than
not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If the Company concludes that it is
more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative impairment
test. In performing the quantitative impairment test, the Company compares the fair value of its reporting unit to the carrying amount
including the goodwill of the reporting unit. If the carrying value, including goodwill, exceeds the reporting unit's fair value,
the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit's fair value.

 The Company performed its annual evaluation of
goodwill on June 30, 2025. Based on the analysis, the Company did not recognize an impairment loss during the year ended June 30, 2025.
Subsequent evaluations will be performed annually on June 30, per the Company's policy.

 Fair Value Measurements

 The fair value of the Company's financial
instruments reflects the amounts that the Company estimates it will receive in connection with the sale of an asset in an orderly transaction
between market participants at the measurement date (exit price). The fair value hierarchy prioritizes the use of inputs used in valuation
techniques into the following three levels:

 Level 1 –
 Quoted prices in active markets for identical assets
and liabilities.

 Level 2 –
 Observable inputs other than quoted prices in active
markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can
be corroborated by observable market data for substantially the full term of the assets.

 Level 3 –
 Unobservable inputs.

 Assets and liabilities measured at fair value
are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's
assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments
and consider factors specific to the asset or liability. The Company's financial assets are subject to fair value measurements on
a recurring basis. The Company's remaining carrying amounts reported in the consolidated balance sheets of these financial assets
are a reasonable estimate of fair value due to their short-term nature or because their stated interest rates are indicative of market
interest rates.

 Deferred Offering Costs

 As of June 30, 2025, the Company incurred $ 124,062
of costs related to a sales agreement that the Company entered into on June 20, 2025, which allows the Company to issue additional shares
of stock. In accordance with ASC 340-10-S99-1 and SEC Accounting Bulletin Topic 5A, specific incremental costs incurred directly attributable
to a proposed offering of securities have been deferred, to be offset against gross proceeds of such offering. These deferred offering
costs included fees paid to underwriters, attorney fees, accountants fees as well as printers and other third party expenses directly
related to the offering. Costs such as management salaries or other general administrative expenses that are not incremental to the offering
are expensed as incurred. As of June 30, 2025, the Company has not issued any additional shares.

 Patent Costs

 Costs related to filing and pursuing patent applications
are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative
expenses.

 Advertising Costs

 The Company reports as expense the cost of advertising
and promoting its services as incurred. Such amounts totaled $ 92,598 and $ 116,007 for the year ended June 30, 2025 and 2024, respectively.

 F- 11

 Stock-based Compensation

 Compensation expense is recognized for all share-based
payments to employees and non-employees, including stock options, restricted stock awards, and warrants, in the statements of operation
based on the fair value of the awards that are granted. As necessary, the Company's stock price at the date of grant was estimated
using an acceptable valuation technique such as the probability-weighted expected return model. The fair value of stock options and warrants
are estimated at the date of grant using the Black-Scholes option-pricing model. The fair value of restricted stock awards is based on
the fair market value of the Company's class B common stock on the date of grant. Compensation expense for restricted stock awards
with performance-based vesting conditions is calculated based on the number of awards that are expected to vest during the performance
period if it is probable that the performance metrics will be achieved. Generally, measured compensation cost, net of actual forfeitures,
is recognized on a straight-line basis over the vesting period of the related share-based compensation award. The Company accounts for
forfeitures of stock-based awards as they occur.

 Revenue Recognition

 The Company generates revenues from sales of its
products and recognizes revenue as control of its products is transferred to its customers, which is generally at the time of shipment
based on the contractual terms with the Company's customers.

 The Company provides customer programs and incentive
offerings, including growth incentives and volume-based incentives. These customer programs and incentives are considered variable consideration.
The Company includes in revenue variable consideration only to the extent that it is probable that a significant reversal in the amount
of cumulative revenue recognized will not occur when the variable consideration is resolved. This determination is made based upon known
customer program and incentive offerings at the time of sale and expected sales volume forecasts as it relates to the Company's
volume-based incentives. This determination is updated every reporting period. For the years ended June 30, 2025 and 2024, customer growth
and volume-based incentives were minimal.

 Certain product sales include a 2-year manufacturer's
warranty that provides the customer with assurance that the product performs as intended. Such warranties are assurance-type warranties
and are accounted for as contingencies under ASC 460-10. Refer to Note 10 for warranty reserve.

 Income Taxes

 The Company accounts for income tax on the basis
of the tax laws enacted at the balance sheet date in accordance with ASC 740, Income Taxes. The income tax accounting guidance
results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded
for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues.
The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset
or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes
in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax
assets and liabilities between periods. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available,
it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized.

 Tax positions are recognized if it is more-likely-than-not,
based on technical merits, that the tax position will be realized or sustained upon examination. The term "more-likely-than-not"
means a likelihood of more than 50%. The terms examined and upon examination also include resolution of the related appeals or litigation
processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as
the largest amount of tax benefit that has a greater than 50 % likelihood of being realized upon settlement with a taxing authority that
has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition
threshold considers the facts, circumstances and information available at the reporting date and is subject to management's judgment.

 F- 12

 Net Loss per Share of Common Stock

 Basic net loss per class A and class B common
share is calculated by dividing the net loss distributed to class A and class B, respectively, by the weighted-average number of common
shares of each respective class outstanding during the period, without consideration for potentially dilutive securities. Diluted net
loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares
and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, stock options,
warrants and convertible debt are considered to be potentially dilutive securities. As of June 30, 2025 and 2024, there were 1,729,477
and 3,382,500, respectively, of potential common stock equivalents excluded from the diluted loss per share calculations as their effect
is anti-dilutive. Because the Company has reported a net loss for the years ended June 30, 2025 and 2024, diluted net loss per common
share is the same as basic net loss per common share for such years.

 Segment reporting

 Operating segments are defined as components of
an entity where discrete financial information is evaluated regularly by the Chief Executive Officer as the chief operating decision maker
("CODM") in deciding how to allocate resources and in assessing performance. The Company's CODM reviews financial information
presented on a consolidated basis for the purposes of making operating decisions, fund raising, allocating resources and evaluating financial
performance. Accordingly, the Company has determined that it operates in a single reporting segment.

 Recent Accounting Pronouncements

 Accounting Pronouncements Adopted

 In November 2023, the Financial Accounting Standards
Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements
to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures
about significant segment expenses. The guidance in this update is effective for all public entities for fiscal years beginning after
December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company
has adopted this pronouncement for the fiscal year beginning July 1, 2024, which did not result in a material impact on its consolidated
financial statements.

 In June 2016, the FASB issued ASU 2016-13, Financial
Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires measurement
and recognition of expected credit losses for financial assets by requiring an allowance to be recorded as an offset to the amortized
cost of such assets. The standard primarily impacts the amortized cost of the Company's available-for-sale debt securities. The
Company adopted this standard, which did not result in a material impact on its consolidated financial statements.

 Accounting Pronouncements Pending Adoption

 In December 2023, the FASB issued ASU 2023-09,
 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures
related to the income tax rate reconciliation and income taxes paid, and is effective for fiscal years beginning after December 15, 2024.
Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective
basis although retrospective application is permitted. The Company is currently evaluating the effects of this pronouncement on its financial
statements and disclosures.

 In November 2024, the FASB issued ASU 2024-03,
 Disaggregation of Income Statement Expenses, which requires public companies to disaggregate key expense categories such as inventory
purchases, employee compensation and depreciation in their financial statements. Further, in January 2025, the FASB issued ASU 2025-01,
 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective
Date, which clarifies the effective date of ASU 2024-03. The guidance is effective for all public entities with fiscal years beginning
after December 15, 2026, and interim periods within fiscal years beginning afterDecember15, 2027. Early adoption is permitted. The Company
is evaluating the impact that adoption of this provision may have on its consolidated financial statements.

 F- 13

 In December 2024, the FASB issued ASU 2024-03,
 Debt—Debt with Conversion and Other Options (Subtopic 470- 20): Induced Conversions of Convertible Debt Instruments. The
amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025 (and interim reporting periods within
those annual reporting periods). Early adoption is permitted as of the beginning of a reporting period if the entity has also adopted
ASU 2020-06 for that period. The Company is evaluating the impact that adoption of this provision may have on its consolidated financial
statements.

 3.
Disaggregated Revenue

 The following table disaggregates revenue by product
category for the following periods:

 2025

 2024

 Janitorial and Sanitation

 $
 1,811,870

 $
 1,518,079

 Ice System

 66,691

 19,495

 Other

 194,273

 67,399

 Total Revenue

 $
 2,072,834

 $
 1,604,973

 The "Other" category of revenue consists
primarily of sales of parts, accessories, shipping and handling, and equipment rental income.

 4.
Asset Acquisition

 On April 15, 2025, the Company completed its acquisition
of specified assts of Sanzonate Europe Ltd. ("Sanzonate"). Sanzonate was a former customer of the Company that produces products
similar to the Company's products. The assets acquired included accounts receivable, inventory, and intangibles. The intangibles
consisted of a license issued by the European Organization for Technical Assessment to sell ozone products in the European Union ("EOTA
license"), Sanzonate's trade name, and distribution agreements. The Company also retained one sales representative and one
administrative resource. The Company entered into this transaction to expand its presence in the European Union.

 The total cost of the assets consisted of the
following:

 Consideration

 Total Asset Cost

 Cash

 $
 425,000

 Promissory note

 800,000

 Warrant

 181,475

 Direct acquisition-related costs

 156,792

 Total

 $
 1,563,267

 The promissory note is a 10 % subordinated note
with a principal amount of $ 800,000 bearing interest at ten percent ( 10 %) per annum, payable quarterly, and is due and payable on April
15, 2027. The promissory note was issued at market and therefore, the carrying amount represents fair value. The warrant is for the purchase
up to 425,000 shares of the Company's class B common stock at an exercise price of $ 1.25 per share. The Company obtained an external
valuation of the warrant noting a fair value of $ 181,475.

 In addition, the transaction includes contingent
consideration in the form of an earnout of up to $ 1,250,000 to the extent that Net Sales (as defined in the asset purchase agreement)
achieve certain milestones during the five-year period beginning on the closing date. The Company determined that reaching such milestones
was not probable as of the acquisition date and therefore, the contingent consideration was not included in the total cost of the assets
acquired. If the Company determines that earnout payments will be made, the additional cost will be allocated to the non-financial assets
in the period the payments are determined to be probable.

 Management concluded that the transaction does
not constitute a business combination and therefore will account for the transaction in accordance with ASC 805-50, Acquisition of
Assets Rather than a Business.

 The total cost of the assets was allocated to
the acquired assets in accordance with ASC 805-50, Acquisition of Assets Rather than a Business, as follows:

 F- 14

 Asset

 Allocated Cost

 Accounts receivable

 $
 272,658

 Inventory

 348,222

 EOTA license

 339,877

 Trade name

 324,428

 Distribution agreements

 278,082

 Total

 $
 1,563,267

 The accounts receivable were assessed for collectability
and recorded at fair value as of the closing date. Similarly, inventory was reviewed for obsolescence and recorded at fair value as of
the closing date.

 The EOTA license allows the Company to sell ozone
products in the European Union ("EU"). The EOTA license will be amortized over an estimated useful life of five years.

 Sanzonate's trade name will continue to
be used, as necessary, when customers have preexisting relationship with Sanzonate. The trade name will be amortized over an estimated
useful life of five years.

 Sanzonate's distribution agreements are
agreements with distributors in the EU that sell product to end users. The Company intends to utilize the existing distributors, but also
expand on both distributors and non-distributor customers in the EU. The distribution agreements will be amortized over an estimated useful
life of five years.

 The Company engaged a third-party valuation firm
to determine the fair values of the intangible assets. The intangible assets were valued using a discounted cash flow method. Key inputs
and assumptions include projected cash flows and the discount rate used to calculate the present value of such cash flows. In addition,
all long-lived assets will be tested for impairment when events and circumstances indicate the assets might be impaired.

 5.
Accounts Receivable, Net

 Accounts receivable, net consists of the following
at:

2025

2024

 Trade accounts receivable

 $
 779,692

 $
 469,821

 Allowance for doubtful accounts

 ( 122,009
)

 ( 2,535
)

 Total accounts receivable, net

 $
 657,683

 $
 467,286

 6.
Prepaid Expenses and Other Current Assets

 Prepaid
expenses and other current assets consists of the following at:

2025

2024

 Prepaid inventory parts

 $
 27,510

 $
 5,277

 Prepaid insurance

 46,141

 32,943

 Prepaid certification and fees

 101,141

 3,172

 Prepaid other

 52,772

 13,973

 Total prepaid expenses and other current assets

 $
 227,564

 $
 55,365

 7.
Inventory

 Inventory consists of the following at:

2025

2024

 Parts

 $
 386,510

 $
 503,004

 Finished goods

 998,603

 184,112

 Inventory reserve

 ( 37,420
)

 ( 14,790
)

 Total inventory, net

 $
 1,347,693

 $
 672,326

 F- 15

 The Company values inventory at the balance sheet
date using the weighted average method. The Company recorded an inventory reserve of $ 37,420 and $ 14,790 as of June 30, 2025 and 2024,
respectively.

 8.
Property and Equipment, Net

 Property and equipment, net, consist of the following
at:

2025

2024

 Equipment

 $
 36,281

 $
 8,217

 Leasehold improvements

 7,806

 3,481

 Total

 44,087

 11,698

 Less: accumulated depreciation

 ( 11,539
)

 ( 1,126
)

 Total property and equipment, net

 $
 32,548

 $
 10,572

 Depreciation expense related to property and equipment
was $ 10,414 and $ 1,063 for the years ended June 30, 2025 and 2024, respectively.

 9.
Intangible Assets

 Intangible assets consist of the following at:

 2025

 2024

 Technology

 $
 600,000

 $
 600,000

 Customer relationships

 -

 570,000

 Distribution agreements

 586,831

 -

 Trademarks

 904,428

 580,000

 License

 339,576

 -

 Total

 2,430,835

 1,750,000

 Less: accumulated amortization

 ( 456,326
)

 ( 263,077
)

 Total intangible assets, net

 $
 1,974,509

 $
 1,486,923

 The Company holds 15 patents, which are included
in technology. These patents cover the functions of the Company's products that allow its machines to produce the ozone in the form
of nanobubbles.

 As a result of the Company's annual impairment
evaluation, an impairment loss on customer relationships of $ 261,250 was recorded as of June 30, 2025.

 Amortization expense related to intangibles was
$ 193,364 and $ 153,996 for the years ended June 30, 2025 and 2024, respectively.

 10.
Accounts Payable and Accrued Expenses

 Accounts payable and accrued expenses consist
of the following at:

 2025

 2024

 Accounts payable

 $
 909,294

 $
 176,077

 Accrued interest

 44,459

 23,113

 Accrued payroll and related expenses

 111,437

 59,943

 Accrued pending litigation

 -

 112,005

 Warranty reserve

 69,734

 96,636

 Accrued severance

 -

 70,000

 Accrued legal

 70,425

 32,259

 Contract termination

 100,000

 -

 Other accrued expenses

 74,936

 3,923

 Total accounts payable and other accrued expenses

 $
 1,380,285

 $
 573,956

 On June 6, 2025, the Company entered into a settlement
and release agreement with its former Chief Executive Officer, which was effective June 21, 2025. This settlement required the Company
to issue shares of class B common stock to an unrelated third party (Note 13) and released claims by each party, therefore the Company
released the $ 112,005 pending litigation accrual into miscellaneous income for the year ended June 30, 2025.

 F- 16

 11.
Debt

 Promissory Notes

 On October 17, 2022, the Company issued a promissory
note in the principal amount of $ 3,000,000 to Burlington Capital, LLC ("Burlington"), which bore interest at 7 % per annum
and was to mature on October 17, 2023. On September 13, 2023, the parties signed an extension agreement, pursuant to which the interest
rate was increased to 10 % per annum and the maturity date was extended to the earlier of (a) the closing of a firm commitment initial
public offering and concurrent listing on a national securities exchange or (b) December 17, 2023. On December 17, 2023, the parties signed
a second extension agreement, pursuant to which the maturity date was extended to the earlier of (a) the closing of a firm commitment
initial public offering and concurrent listing on a national securities exchange or (b) April 4, 2024. On April 30, 2024, the Company
and Burlington entered into an extension agreement which extended the maturity date to May 9, 2024.

 On May 31, 2024, Burlington and Walker Water LLC
("WW") entered into an allonge, assignment and agreement (the "Burlington Assignment Agreement"), pursuant to
which Burlington agreed to transfer $ 633,840 of the note to WW. The Burlington Assignment Agreement also provided that the Company make
a payment of $ 900,000 on May 31, 2024 to Burlington to reduce the principal amount of the note by $ 480,667 and pay the outstanding accrued
interest of $ 419,333 in full. Also on May 31, 2024, the Company issued an amended and restated promissory note to Burlington (the "Burlington
Note"). The Burlington Note has a new principal amount of $ 2,366,160, accrues interest at 8.5 % per annum from October 17, 2022 (the
date of the original note), which shall increase to 10 % upon an event of default, and requires quarterly payments in the amount of $ 100,000
over the course of the next two and a half years, with a final payment of $ 1,396,881 due on April 1, 2027. The Burlington Note may be
prepaid at any time with no pre-payment penalty and contains customary events of default for a note of this type. Although the Company
did not timely make certain payments as required under the Burlington Note, Burlington has agreed to waive any default caused by such
lack of payment and has not accelerated payment under the Burlington Note. On June 30, 2025, the Company and Burlington entered into conversion
agreements pursuant to which the quarterly payments of $ 100,000 that were due on each of January 1, 2025, April 1, 2025 and July 1, 2025
were converted into an aggregate of 133,500 shares of the Company's class B common stock. As of June 30, 2025, the outstanding principal
balance of the Burlington Note is $ 1,760,314 and it has an accrued interest balance of $ 0.

 Pursuant to the Burlington Assignment Agreement,
the Company also issued a promissory note to WW in the principal amount of $ 633,840 (the "WW Note"). The WW Note accrued interest
at 8.5 % per annum from October 17, 2022 (the date of the original note), which shall increase to 10 % upon an event of default, and was
due on December 31, 2024.

 On December 24, 2024, the Company entered into
a note assignment and cancellation agreement (the "WW Assignment Agreement") with WW, Gary Hollst, the Company's Chief
Revenue Officer, and Gary Rohwer, a third party, pursuant to which WW assigned half of its right, title and interest in and to the WW
Note to Garry Hollst and the remaining half to Gary Rohwer. Accordingly, the WW Note was cancelled and the Company issued a promissory
note in the principal amount of $ 316,920 to Gary Hollst and a promissory note in the principal amount of $ 316,920 and accrued interest
of $ 15,714 to Gary Rohwer (the "Rohwer Note"). Please see Note 12 for a description of the promissory note issued to Gary
Hollst.

 The Rohwer Note was due and payable on December
31, 2024. On December 30, 2024, the Company repaid the Rohwer Note in full.

 On April 15, 2025, CleanCore Global issued a 10 %
subordinated promissory note in the principal amount of $ 800,000 to Sanzonate. The note bears interest at a rate of 10 % per annum, payable
quarterly, and is due and payable on April 15, 2027. The note may be prepaid at any time without premium or penalty, is unsecured, and
contains customary events of default for a loan of this type. As of June 30, 2025, the outstanding principal balance of this note is $ 800,000
and it has an accrued interest balance of $ 6,667.

 F- 17

 On April 16, 2025, the Company entered into subscription
agreements with several accredited investors for the purchase of (i) 12 % unsecured promissory notes in the aggregate principal amount
of $ 1,010,000 and (ii) five-year warrants to purchase an aggregate of 134,666 shares of the Company's class B common stock at an
exercise price of $ 1.06 per share for an aggregate purchase price of $ 1,010,000. The notes bear interest at a rate of 12 % per annum, payable
quarterly, and are due and payable on April 16, 2027. The notes may be prepaid at any time without premium or penalty, are unsecured,
and contain customary events of default for a loan of this type. As of June 30, 2025, the outstanding principal balance of these notes
is $ 1,010,000 and they have an accrued interest balance of $ 10,100.

 On June 6, 2025, the Company entered into a subscription
agreement with an accredited investor for the purchase of (i) a 12 % unsecured promissory note in the principal amount of $ 500,000 and
(ii) a five-year warrant to purchase 66,667 shares of the Company's class B common stock at an exercise price of $ 1.06 per share
for a purchase price of $ 500,000. The note bears interest at a rate of 12 % per annum, payable quarterly, and is due and payable on June
6, 2027. The note may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default for a
loan of this type. As of June 30, 2025, the outstanding principal balance of this note is $ 500,000 and it has an accrued interest balance
of $ 3,833.

 On June 30, 2025, the Company issued to an accredited
investor (i) an original issue discount promissory note in the principal amount of $ 520,000 and (ii) a five-year warrant to purchase 25,000
shares of the Company's class B common stock at an exercise price of $ 2.00 per share for a purchase price of $ 500,000. This note
is due and payable on October 10, 2025 and accrues interest at a rate of 15 % per annum. The note may be prepaid at any time without premium
or penalty, is unsecured, and contains customary events of default for a loan of this type. Upon an event of default, the Company is required
to issue 200,000 shares of its class B common stock to the holder. As of June 30, 2025, the outstanding principal balance of this note
is $ 520,000 and it has a discount balance of $ 20,000 and an accrued interest balance of $ 0.

 Line of Credit

 On June 28, 2024, the Company entered into a loan
agreement with Arbor Bank for a revolving line of credit in the amount of $ 100,000 with a variable interest rate tied to the U.S. Prime
Rate. Monthly payments of accrued interest are due beginning July 28, 2024. The principal and any outstanding accrued interest are due
in full on June 28, 2025. The Company drew on the line during May 2025 and paid the outstanding balance and interest in full as well as
terminated the line of credit in June 2025. Total interest payments during the year ended June 30, 2025 were $ 199.

 12.
Related Party Transactions

 As of June 30, 2025 and 2024, the Company had
a short-term amount due to Clayton Adams, its Chief Executive Officer and founder, in the amount of $ 41,895 and $ 91,119, respectively,
for operational expenses paid by a credit card in his name. The Company has a verbal agreement with Mr. Adams to pay the credit card charges
directly to the issuing financial institution as they become due and is current on these payments.

 On October 4, 2022, the Company issued a promissory
note to each of Matthew Atkinson, the Company's Chief Executive Officer at such time, and Clayton Adams in the principal amount
of $ 104,450 each for a total of $ 208,900. These notes bore interest at a rate of 5 % per annum beginning on the 30th day after issuance
and were due on the 60th day following written demand from the holder. On May 29, 2024, the Company repaid these two promissory notes,
including interest accrued of $ 8,506 each.

 F- 18

 On October 17, 2022, the Company entered into
a consulting agreement with Birddog Capital, LLC ("Birddog"), a limited liability company owned by Clayton Adams, pursuant
to which the Company engaged Birddog to provide management services to the Company. Pursuant to the consulting agreement, the Company
agreed to pay Birddog a monthly fee of $ 6,000 commencing on October 17, 2022. The Company also agreed to reimburse Birddog for all pre-approved
business expenses. The term of the consulting agreement was for one (1) year. On April 1, 2024, the Company entered into a new consulting
agreement with Birddog which provides for a monthly fee of $ 22,000. In addition, the Company agreed to pay Birddog $ 175,000 upon completion
of the initial public offering and grant Birddog 500,000 restricted stock units, with 250,000 shares vesting immediately and 250,000 shares
vesting eighteen months after issuance. The Company did not make such payment or issue such shares upon completion of the initial public
offering. On June 11, 2025, the Company and Birddog entered into an amendment to the consulting agreement, pursuant to which the Company
agreed to pay Birddog a monthly fee of $ 22,000 and deferred expenses of up to $ 25,000. The Company also agreed to issue to Clayton Adams
 500,000 restricted stock units, vesting immediately, and agreed to pay Birddog $ 175,000 no earlier than August 1, 2025 and no later than
December 31, 2025. The Company has accrued $ 175,000 in full as of June 30, 2025. The consulting agreement expires on October 23, 2025.

 On July 27, 2023, the Company agreed to purchase
approximately $ 105,000 worth of inventory from Nebraska C. Ozone, LLC, a related party business owned by Lisa Roskens, a significant stockholder
and the principal officer of Burlington, due to an open purchase order that the Company's predecessor had with an inventory vendor
that was not included in the liabilities assumed from the predecessor per the terms of the acquisition purchase agreement. The inventory
is to be purchased as needed, consistent with other inventory purchases. However, if the entire $ 105,000 amount is not purchased by March
31, 2024, the balance at that date begins accruing interest at a rate of seven percent ( 7 %) per annum until it is paid in full. As of
June 30, 2025, the Company has purchased $ 12,578 of the inventory, with an outstanding payable balance of $ 105,000, and has an accrued
interest balance of $ 9,843.

 On March 26, 2024, the Company entered into a
loan agreement with Clayton Adams, pursuant to which the Company issued a revolving credit note to Mr. Adams in the principal amount of
up to $ 500,000. Pursuant to the loan agreement and note, Mr. Adams agreed to provide advances to the Company upon request during the period
commencing on April 25, 2024 and continuing until the second anniversary of such date, or the maturity date. This note accrues simple
interest on the outstanding principal amount at the rate of 8 % per annum, with all principal and interest due on the maturity date; provided
that upon an event of default (as defined in the note), such rate shall increase to 13 %. The Company may prepay the note at any time without
penalty or premium. The note is unsecured and contains customary events of default for a loan of this type. As of June 30, 2025, no advances
have been made, and the principal amount of this note is $ 0.

 On December 24, 2024, the Company issued a promissory
note in the principal amount of $ 316,920 to Gary Hollst, the Company's Chief Revenue Officer. The note was originally due and payable
on May 31, 2025 and did not accrue interest. On May 2, 2025, the note was amended and restated in its entirety and the Company issued
to Mr. Hollst an amended and restated promissory note in the principal amount of $ 342,154.57. The amended and restated promissory note
was due and payable on May 31, 2026 and accrued interest at a rate of 8.5 % per annum. The amended and restated promissory note could be
converted at the holder's option at any time into shares of the Company's class B common stock at a conversion price of $ 1.12
(subject to standard adjustments for stock splits, stock dividends, reclassifications and similar transactions). On June 2, 2025, all
principal and interest due under the amended and restated promissory note in the amount of $ 344,625 was converted into 307,701 shares
of the Company's class B common stock.

 On December 24, 2024, the Company issued a 20 %
original issue discount promissory note in the principal amount of $ 415,241 to Clayton Adams. On January 27, 2025, Mr. Adams entered into
a note sale assignment and cancellation agreement with Travis Buchanan, the Company's President, pursuant to which Mr. Adams sold
and assigned $ 125,000 of the note to Mr. Buchanan for a purchase price of $ 100,000. Following such assignment, the Company issued a 20 %
original issue discount promissory note in the principal amount of $ 290,241.25 to Mr. Adams. This note accrues interest at a rate of 8 %
per annum; provided that upon an event of default (as defined in the note), such interest rate shall increase to 15 % per annum. The note
was originally due and payable on June 30, 2025. On May 2, 2025, the parties entered into an amendment pursuant to which the maturity
date was changed to require repayment with sixty (60) days of written demand from Mr. Adams. The note may be prepaid at any time without
premium or penalty, is unsecured, and contains customary events of default for a loan of this type. As of June 30, 2025, the outstanding
principal balance of this note is $ 290,241 and it has a discount balance of $ 0 and an accrued interest balance of $ 9,797.

 F- 19

 Following the assignment described above, the
Company issued a 20 % original issue discount promissory note in the principal amount of $ 125,000 to Mr. Buchanan. This note accrues interest
at a rate of 8 % per annum; provided that upon an event of default (as defined in the note), such interest rate shall increase to 15 % per
annum. The note was originally due and payable on June 30, 2025. On May 2, 2025, the parties entered into an amendment pursuant to which
the maturity date was changed to require repayment with sixty (60) days of written demand from Mr. Buchanan. The note may be prepaid at
any time without premium or penalty, is unsecured, and contains customary events of default for a loan of this type. As of June 30, 2025,
the outstanding principal balance of this note is $ 125,000 and it has a discount balance of $ 0 and an accrued interest balance of $ 4,219.18.

 ACME People Company, a company owned and controlled
by Travis Buchanan, the Company's President, participated in the private placement of promissory notes and warrants that was completed
on April 16, 2025 (see Note 11) and was issued (i) a 12% unsecured promissory note in the principal amount of $ 10,000 and (ii) a five-year
warrant to purchase 1,333 shares of the Company's class B common stock at an exercise price of $ 1.06 per share.

 Intercompany Promissory Note

 In connection with the acquisition of the assets
of Sanzonate, on April 15, 2025, CleanCore Global issued a 7% unsecured promissory note in the principal amount of $ 475,000 to CleanCore
US. The note bears interest at a rate of 7 % per annum commencing on April 15, 2027 with all principal and interest due and payable on
April 15, 2030. The note may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default
for a loan of this type. As of June 30, 2025, the outstanding principal balance of this note is $ 475,000 and it has an accrued interest
balance of $ 6,728. This loan and related interest is eliminated in consolidation.

 13.
 Stockholders' Equity

 The Company's authorized capital stock as
of June 30, 2025 consists of 350,000,000 shares, consisting of (i) 300,000,000 shares of common stock, par value $ 0.0001 per share, of
which 50,000,000 shares are designated class A common stock and 250,000,000 shares are designated as class B common stock; and (ii) 50,000,000
shares of "blank check" preferred stock, par value $ 0.0001 per share.

 Series Seed Preferred Stock

 The Company was previously authorized to issue
shares of series seed preferred stock. During the year ended June 30, 2024, the remaining 4,000,000 shares of series seed preferred stock
were converted into 4,000,000 shares of class A common stock. As of June 30, 2025 and 2024, no shares of series seed preferred stock were
issued and outstanding.

 Common Stock

 The Company has two classes of authorized common
stock — class A common stock and class B common stock. The rights of the holders of the class A common stock and class B common
stock are identical, except with respect to voting and conversion. Each share of class A common stock is entitled to ten votes per share
and is convertible into one share of class B common stock. Each share of class B common stock is entitled to one vote per share. As of
June 30, 2025, all of the outstanding class A common stock was held by one of the Company's founders, which is also the current
Chief Executive Officer.

 For the Year Ended June 30, 2025

 On July 12, 2024, the Company issued 5,000 shares
of class B common stock upon vesting of a restricted stock unit award granted under the Company's 2022 Equity Incentive Plan, as
amended (the "2022 Plan").

 On September 19, 2024, the Company issued 4,166
shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

 On October 19, 2024, the Company issued 4,166
shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

 On October 30, 2024, 270,000 shares of class A
common stock were converted into 270,000 shares of class B common stock.

 F- 20

 On November 19, 2024, the Company issued 4,166
shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

 On December 18, 2024, the Company issued 18,000
shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

 On December 19, 2024, the Company issued 4,166
shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

 On January 2, 2025, the Company issued 20,000
shares of class B common stock pursuant to the terms of a separation agreement with the Company's former Chief Executive Officer.

 On January 2, 2025, the Company issued 75,000
shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

 On January 19, 2025, the Company issued 4,166
shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

 On February 19, 2025, the Company issued 4,166
shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

 On March 19, 2025, the Company issued 4,166 shares
of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

 On April 1, 2025, the Company issued an aggregate
of 14,618 shares of class B common stock upon vesting of restricted stock unit awards granted under the 2022 Plan.

 On April 15, 2025, the Company issued 50,000 shares
of class B common stock pursuant to a restricted stock award and 20,000 shares of class B common stock upon vesting of a restricted stock
unit award granted under the 2022 Plan.

 On April 19, 2025, the Company issued 4,166 shares
of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

 On May 6, 2025, the Company issued an aggregate
of 13,172 shares of class B common stock pursuant to restricted stock awards granted under the 2022 Plan.

 On May 19, 2025, the Company issued 4,166 shares
of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

 On May 30, 2025, the Company issued an aggregate
of 271,657 shares of class B common stock upon the exercise of warrants for proceeds of $ 339,171.

 On June 2, 2025, the Company issued 307,701 shares
of class B common stock upon conversion of the amended and restated promissory note issued on May 2, 2025 (see Note 12).

 On June 3, 2025, the Company issued 1,875,795
shares of class A common stock to Clayton Adams upon the cashless exercise of stock options.

 On June 9, 2025, the Company issued 13,333 shares
of class B common stock upon the exercise of warrants for proceeds of $ 14,133.

 On June 11, 2025, the Company issued 46,667 shares
of class B common stock upon the exercise of warrants for proceeds of $ 49,467.

 On June 11, 2025, the Company issued 500,000 shares
of class B common stock pursuant to a restricted stock award granted under the 2022 Plan.

 On June 19, 2025, the Company issued 4,166 shares
of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

 F- 21

 On June 21, 2025, the Company issued 200,000 shares
of class B common stock pursuant to the terms of a settlement agreement with the Company's former Chief Executive Officer.

 On June 30, 2025, the Company issued 133,500 shares
of class B common stock to Burlington upon the conversion of quarterly payments of $ 100,000 that were due on each of January 1, 2025,
April 1, 2025 and July 1, 2025 under the terms of the amended and restated promissory note issued to Burlington on May 31, 2024 (see Note
11).

 As of June 30, 2025, there were 1,875,795 shares
of class A common stock and 9,961,227 shares of class B common stock issued and outstanding.

 For the Year Ended June 30, 2024

 On July 16, 2023, the Company issued 1,000,000
shares of class A common stock upon the conversion of 1,000,000 shares of series seed preferred stock.

 On July 17, 2023, the Company issued 940,000
shares of class B common stock upon the conversion of 940,000 shares of class A common stock.

 On July 24, 2023, the Company issued 370,000
shares of class B common stock upon the conversion of 370,000 shares of class A common stock.

 On February 5, 2024, the Company issued 750,000
shares of class A common stock upon the conversion of 750,000 shares of series seed preferred stock, which were immediately converted
into 750,000 shares of class B common stock upon issuance.

 On
February 6, 2024, the Company issued 200,000 shares of class
B common stock upon the conversion of 200,000 shares of class A common stock.

 On February 7, 2024, the Company issued 1,250,000
shares of class A common stock upon the conversion of 1,250,000 shares of series seed preferred stock, which were immediately converted
into 1,250,000 shares of class B common stock upon issuance.

 On April 30, 2024, the Company issued 1,000,000
shares of class A common stock upon the conversion of 1,000,000 shares of series seed preferred stock.

 On April 30, 2024, the Company sold 1,250,000
shares of class B common stock in its initial public offering for proceeds of $ 3,343,547, net of $ 1,656,453 of issuance and deferred offering
costs.

 On April 30, 2024, the Company issued 175,000
shares of class B common stock pursuant to a restricted stock award and 87,500 shares of class B common stock upon vesting of a restricted
stock unit award granted under the 2022 Plan.

 On May 2, 2024, the Company issued an aggregate
of 257,479 shares of class B common stock upon the conversion of 10 % original issue discount convertible promissory notes issued on January
30, 2024, which included principal of $ 225,000 and accrued interest of $ 37,479.

 On May 15, 2024, the Company issued 880,000 shares
of class B common stock upon the conversion of 880,000 shares of class A common stock.

 On June 12, 2024, the Company issued 5,000 shares
of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

 As of June 30, 2024, there were 270,000 shares
of class A common stock and 7,960,919 shares of class B common stock issued and outstanding.

 F- 22

 2022 Equity Incentive Plan

 On September 16, 2022, the Company's board
of directors adopted the 2022 Plan, which was adopted by stockholders on November 18, 2022, which reserved a total of 1,736,819 share
of the Company's class B common stock for issuance. On January 3, 2024, the Company adopted an amendment to the 2022 Plan, which
increased the total shares of class B common stock available for grant to 3,240,000. Additionally, the number of shares of class B common
stock available for issuance under the 2022 Plan will automatically increase on January 1 of each calendar year during the term of the
2022 Plan by an amount equal to 5 % of the total number of shares of class B common stock issued and outstanding on December 31 of the
immediately preceding calendar year. On January 1, 2025, the number of shares reserved under the 2022 Plan was increased to 3,653,529
pursuant to this provision. On June 5, 2025, the number of shares reserved under the 2022 Plan was increased to 5,000,000 upon stockholder
approval of such increase on such date.

 Incentive awards authorized under the 2022 Plan
include, but are not limited to, nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units,
performance grants intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and
stock appreciation rights. If an incentive award granted under the 2022 Plan expires, terminates, is unexercised or forfeited, the surrendered
shares will become available for future awards under the 2022 Plan.

 The Company's employees and advisors were
granted awards under the 2022 Plan. Therefore, an allocation of the share-based compensation was made to the Company.

 Stock Options

 During the year ended June 30, 2025, the Company
issued options to purchase 150,000 shares of class B common stock at an exercise price of $ 3.73 per share under the 2022 Plan, of which
 15,000 shares vest upon grant and the remaining shares vest over 24 months. During the same year, options to purchase an aggregate of
 461,875 shares of class B common stock were forfeited. In addition, options to purchase 2,000,000 shares of class A common stock were
exercised on a cashless basis resulting in the issuance of 1,875,795 shares of class A common stock and the cancellation of the remaining
 124,205 options.

 During the year ended June 30, 2024, the Company
issued options to purchase 525,000 shares of class B common stock at an exercise price of $ 4.00 per share under the 2022 Plan.

 Warrants

 For the Year Ended June 30, 2025

 On July 11, 2024, the Company issued four warrants
for the purchase of 25,000 each ( 100,000 in the aggregate) at exercise prices of $ 2.20, $ 3.00, $ 4.00 and $ 5.00, respectively (subject
to adjustments for stock dividends, stock splits, mergers, consolidations and similar transactions).

 On April 15, 2025, Company issued a five-year
warrant for the purchase of 425,000 shares of class B common stock at an exercise price of $ 1.25 per share (subject to adjustments for
stock dividends, stock splits, mergers, consolidations and similar transactions) in connection with the acquisition of the assets of Sanzonate.
Subsequently, an aggregate of 271,657 warrants were exercised for cash proceeds of $ 339,571.

 On April 16, 2025, the Company issued five-year
warrants for the purchase of an aggregate of 134,666 shares of class B common stock at an exercise price of $ 1.06 per share (subject to
adjustments for stock dividends, stock splits, mergers, consolidations and similar transactions). Subsequently, an aggregate of 60,000
warrants were exercised for cash proceeds of $ 63,600.

 On June 6, 2025, the Company issued a five-year
warrant for the purchase of 66,667 shares of class B common stock at an exercise price of $ 1.06 per share (subject to adjustments for
stock dividends, stock splits, mergers, consolidations and similar transactions).

 F- 23

 On June 9, 2025, the Company issued to Boustead
Securities, LLC ("Boustead"), the representative of the underwriters in the Company's initial public offering (i) a
five-year warrant for the purchase of 29,750 shares of class B common stock at an exercise price of $ 1.25 per share (subject to adjustments
for stock dividends, stock splits, mergers, consolidations and similar transactions) and (ii) a five-year warrant for the purchase of
 9,426 shares of class B common stock at an exercise price of $ 1.06 per share (subject to adjustments for stock dividends, stock splits,
mergers, consolidations and similar transactions) as part of a settlement agreement.

 On June 30, 2025, the Company issued a five-year
warrant for the purchase of 25,000 shares of class B common stock at an exercise price of $ 2.00 per share (subject to adjustments for
stock dividends, stock splits, mergers, consolidations and similar transactions).

 For the Year Ended June 30, 2024

 On October 14, 2022 and November 29, 2022, the
Company issued warrants for the purchase of 42,241 and 4,022 shares of class B common stock, respectively, to a third party as part of
their compensation earned. The warrants are exercisable for a period of five years at an exercise price of $ 1.74 (subject to adjustments
for stock dividends, stock splits, mergers, consolidations and similar transactions). On March 5, 2024, the Company cancelled these warrants
without issuing a replacement award. As the warrants were already vested, previously recognized compensation cost was not reversed.

 On April 30, 2024, the Company issued a warrant
for the purchase of 87,500 shares of class B common stock at an exercise price of $ 5.00, subject to adjustments, to the representative
of the underwriters in the initial public offering. The warrant is exercisable at any time and from time to time, in whole or in part,
during the period commencing on April 30, 2024 and ending on April 25, 2029 and may be exercised on a cashless basis under certain circumstances.

 Restricted Stock Awards

 For the Year Ended June 30, 2025

 On September 19, 2024, the Company granted a restricted
stock unit award under the 2022 Plan for 295,000 shares of class B common stock, of which 150,000 shares will vest in equal parts over
the course of thirty-six (36) months, with 1/36th vesting each month commencing on the grant date and thereafter on the same day of the
month as the grant date, and the remaining shares will vest as the Company achieves certain sales targets in a twelve-month period.

 On January 2, 2025, the Company granted a restricted
stock unit award under the 2022 Plan for 200,000 shares of class B common stock, of which 75,000 shares vested on the date of grant, and
the remaining shares will vest quarterly over three years.

 On March 20, 2025, the Company granted a restricted
stock unit award under the 2022 Plan for 16,807 shares of class B common stock which will vest quarterly over one year commencing on April
1, 2025.

 On April 15, 2025, the Company granted a restricted
stock unit award under the 2022 Plan for 100,000 shares of class B common stock, of which 20,000 shares vested immediately and the remaining
shares will vest quarterly over two years.

 On April 15, 2025, the Company granted a restricted
stock award under the 2022 Plan for 50,000 shares of class B common stock, all of which vested in full on the date of grant.

 On May 6, 2025, the Company granted restricted
stock awards under the 2022 Plan for an aggregate of 13,172 shares of class B common stock, all of which vested in full on the date of
grant.

 On May 6, 2025, the Company granted a restricted
stock unit award under the 2022 Plan for 90,000 shares of class B common stock which will vest quarterly over one year commencing on July
1, 2025.

 On June 2, 2025, the Company granted a restricted
stock award under the 2022 Plan for 307,701 shares of class B common stock, all of which vested in full on the date of grant.

 On June 11, 2025, the Company granted a restricted
stock award under the 2022 Plan for 500,000 shares of class B common stock, all of which vested in full on the date of grant.

 F- 24

 For the Year Ended June 30, 2024

 On April 30, 2024, the Company granted a restricted
stock award under the 2022 Plan for 175,000 shares of class B common stock, of which 15,000 shares vested on the date of grant, 10,625
shares will vest quarterly through June 30, 2026 and the remaining 75,000 shares will vest as the grantee reaches certain sales targets
in a twelve-month period.

 On April 30, 2024, the Company granted a restricted
stock unit award under the 2022 Plan for 1,300,000 shares of class B common stock, of which 87,500 shares vested and were issued on the
date of grant. In June 2024, the participant and the Company agreed to separate. As a result, the participant kept the 87,500 shares that
were vested and forfeited all other shares available under the award.

 On June 12, 2024, the Company granted a restricted
stock unit award under the 2022 Plan for 188,000 shares of class B common stock, of which 5,000 shares vested and were issued on the date
of grant and 5,000 will vest on July 12, 2024. In addition, 18,000 shares vest upon completion of tasks as outlined between the Company
and grantee and an additional 160,000 shares will vest as the Company achieves certain sales targets in a twelve-month period. As of June
30, 2025, a total of 28,000 shares have vested under this award.

 The information presented in the following table
represents the restricted stock awards, including performance-based awards, granted and outstanding during the period:

 Performance- Based Restricted Shares

 Service-Based Restricted Shares

 Weighted
 Average
 Grant Date Fair Value

 Beginning balance

 -

 -

 -

 235,000

 1,448,000

 3.10

 Forfeited

 -

 ( 1,212,500
)

 3.10

 Vested

 -

 ( 107,500
)

 3.10

 Outstanding, unvested grants at June 30, 2024

 235,000

 128,000

 $
 3.09

 145,000

 1,337,680

 2.82

 Forfeited

 -

 -

 -

 Vested

 -

 ( 1,089,658
)

 3.07

 Outstanding, unvested grants at June 30, 2025

 380,000

 376,022

 $
 2.01

 Stock-based Compensation

 Stock options and warrants are granted at the
fair market value of the underlying common stock on the date of grant. The Company recognizes compensation expense for these awards using
the straight-line recognition method over the vesting period.

 The fair value of stock options and warrants was
estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions for the years
ended June 30, 2025 and 2024:

2025

2024

 Risk-free interest rate

 4.14
 %

 5.10
 %

 Dividend yield

 0.0
 %

 0.0
 %

 Expected volatility

 44.42
 %

 47.44
 %

 Expected life of awards

 4.6 years

 3.3 years

 Fair value of awards granted during the year

 $
 1.79

 $
 0.90

 The risk-free interest rate is based on U.S. government
issues with a remaining term equal to the expected life of the awards. The determination of expected volatility is based on historical
volatility of an appropriate industry sector index. The weighted average expected term was estimated for options using the average of
the vesting term and contractual term of the awards.

 F- 25

 Warrants

 Stock
 Options

 Weighted
 Average
 Remaining
 Life (years)

 Weighted
 Average
 Exercise
 Price

 Beginning balance

 46,263

 2,770,000

 5.01

 $
 0.59

 -

 525,000

 2.44

 3.31

 87,500

 0.86

 0.86

 Cancelled

 ( 46,263
)

 -

 0.08

 Forfeited

 -

 -

 -

 -

 Exercised

 -

 -

 -

 -

 Outstanding, June 30, 2024 ( 2,738,472 shares exercisable)

 87,500

 3,295,000

 3.30

 $
 4.17

 790,509

 -

 4.76

 1.54

 -

 150,000

 1.93

 3.73

 Cancelled

 -

 ( 124,205
)

 0.25

 Forfeited

 -

 ( 461,875
)

 3.14

 Exercised

 ( 331,657
)

 ( 1,875,795
)

 0.40

 Outstanding, June 30, 2025 ( 1,242,741 shares exercisable)

 546,352

 983,125

 3.47

 $
 2.71

 The aggregate intrinsic value of the 1,242,741
shares exercisable at June 30, 2025 was $ 3,019,860. The intrinsic value and total cash received of awards exercised for the year ended
June 30, 2025 was $ 5,364,108 and $ 403,171, respectively. The aggregate intrinsic value of the 2,738,472 shares exercisable at June 30,
2024 was $ 3,668,019. No cash awards were exercised during the year ended June 30, 2024.

 Total stock compensation expense for the year
ended June 30, 2025 was $ 3,203,230. Total stock compensation expense for the year ended June 30, 2024 was $ 670,958. In addition, $ 94,850
of warrants issued to representative of the underwriters in the initial public offering during the year ended June 30, 2024 were recorded
as an offset to equity. As of June 30, 2025, total unrecognized stock compensation expense was $ 882,317 with the weighted average period
over which it is expected to be recognized of 1.45 years.

 14.
Net Loss Per Share

 The following table sets forth the computation
of basic and dilutive net income per share of class A and class B common stock:

 Year Ended June 30,

 2025

 2024

 Basic and Diluted Net Loss Per Share

 Class A

 Class B

 Class A

 Class B

 Numerator

 Allocation of undistributed loss

 $
 ( 180,510
)

 $
 ( 6,561,765
)

 $
 ( 171,420
)

 $
 ( 2,110,322
)

 Denominator

 Weighted average number of shares used in per share computation

 228,891

 8,320,481

 350,192

 4,311,142

 Basic and diluted net loss per share

 $
 ( 0.79
)

 $
 ( 0.79
)

 $
 ( 0.49
)

 $
 ( 0.49
)

 F- 26

 15.
Income Taxes

 The Company files income tax returns in the U.S.
for federal and applicable foreign and state jurisdictions. Management is required to analyze all open tax years, as defined by the statute
of limitations, for all major jurisdictions, which includes federal and certain states. The fiscal year ended June 30, 2023 was the entity's
initial year of existence, and is not subject to federal or state tax examinations prior to this period. The tax impact of the Irish subsidiary
formation in the current tax year did not have a material impact on the Company's tax provision. The One Big Beautiful Bill Act
was not enacted until after the fiscal year end, therefore the effects are not included. The Company is still assessing what impact, if
any, it will have, however given the fact the Company has a valuation allowance, management does not believe there will be a material
impact.

 The Company's provision for income taxes
is comprised of the following components:

 2025

 2024

 Current Tax Expense (Benefit)

 Federal

 $
 -

 $
 -

 State

 -

 -

 Current Tax Expense (Benefit)

 $
 -

 $
 -

 Deferred Tax Expense (Benefit)

 Federal

 -

 -

 State

 -

 -

 Deferred Tax Expense (Benefit)

 -

 -

 Total Income Tax Expense (Benefit)

 $
 -

 $
 -

 The Company's income tax expense from continuing
operations for the year ended June 30, 2025 differed from the statutory federal rate of 21 % as follows:

 Pre-Tax Book Net Loss

 $
)

 2025

 2024

 Rate Reconciliation

 Percent

 Percent

 Federal tax (benefit) at a statutory rate

 $

 ( 1,415,877

)

 21.00

 %

 $

 ( 479,166

)

 21.00

 %

 State tax expense (benefit)

 ( 399,524

)

 5.93

 %

 ( 125,968

)

 5.52

 %

 Federal effect of State tax expense (benefit)

 83,900

 ( 1.24

)%

 -

 -

 Effect of rate change

 72,965

 (1.0 8

)%

 -

 -

 True-up of deferred taxes

 ( 208,366

)

 3.09

 %

 -

 -

 Other permanent differences

 ( 512,813

)

 7.61

 %

 ( 0.04

)%

 Other items

 ( 0.01

) %

 -

 -

 Increase (decrease) in valuation allowance related to current period profit and loss activity

 2,379,256

 ( 35.29

)%

 604,330

 ( 26.49

)%

 Total tax expense

 $

 -

 -

 $

 -

 -

 F- 27

 Deferred tax assets and liabilities consist of
the following:

 2025

 2024

 Deferred Tax Assets

 Accrued expenses

 $
 76,058

 $
 67,775

 Equity compensation

 291,281

 1,186,561

 Lease liabilities

 106,233

 145,913

 NOL carryforwards

 3,961,538

 720,498

 Valuation allowance

 ( 4,315,623
)

 ( 1,936,367
)

 Total Deferred Tax Assets

 $
 119,487

 $
 184,379

 Deferred Tax Liabilities

 Property and equipment

 $

 $

 Intangible assets

 5,851

 ( 31,881
)

 Prepaid expenses

 ( 25,574
)

 ( 13,288
)

 ASC 842 right of use asset

 ( 100,214
)

 ( 139,234
)

 Valuation allowance

 -

 -

 Total Deferred Tax Liabilities

 $
 ( 119,487
)

 $
 ( 184,379
)

 Net Deferred Tax Asset (Liability)

 $
 -

 $
 -

 In assessing the realizability of deferred tax
assets, management considers whether it is more-likely-than-not that some portion of the deferred tax asset will not 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 become deductible.

 As of June 30, 2025, the Company recognized a
full valuation allowance on its net deferred tax asset to reflect the fact it is not more-likely-than-not to realize any portion of the
asset.

 Other Items – All Gross

 2025

 2024

 Federal NOL Carryovers

 $
 14,216,453

 $
 2,715,784

 State NOL Carryovers

 $
 14,216,453

 $
 2,715,784

 At June 30, 2025 and 2024, the Company had net
operating loss carryforwards for Federal income tax purposes of $ 14,216,453 and $ 2,715,784, respectively, which would be available to
offset future federal taxable income, if any, and would not be subset to expiration. At June 30, 2025 and 2024, the Company has net operating
loss carryforwards for state income tax purposes of $ 14,216,453 and $ 2,715,784, which are available to offset future state taxable income,
which is subject to expiration beginning in 2043.

 16.
Commitments and Contingencies

 Legal Proceedings

 From time to time, the Company may become involved
in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties
and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is currently not aware
of any such legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating
results.

 Retirement Plans

 The Company does not maintain a defined contribution
plan or any other type of retirement plan for its employees.

 Leases

 The Company has a non-cancellable operating lease
commitment for its office facility expiring in 2028. Rent expense totaled $ 161,664 and $ 130,723 for the years ended June 30, 2025 and
2024, respectively.

 F- 28

 The following table discloses the lease cost,
discount rate, and remaining lease term for operating leases as of June 30, 2025 and 2024:

2025

2024

 Operating lease cost

 $
 161,664

 $
 130,723

 Remaining lease term

 2.7 years

 3.7 years

 Discount rate

 6.56
 %

 6.56
 %

 The discount rate was determined using the Company's
external debt and was adjusted for collateralization, term and lease amount.

 The following table discloses the undiscounted
cash flows on an annual basis and a reconciliation of the undiscounted cash flows of operating lease liabilities recognized in the balance
sheet as of June 30, 2025:

 Year Ended June 30,

 2026

 $
 167,226

 2027

 171,407

 2028

 116,160

 2029

 -

 2030

 -

 Total undiscounted cash flows

 454,793

 Less amount representing interest

 ( 36,689
)

 Present value of lease liabilities

 418,104

 Less current portion

 ( 145,005
)

 Noncurrent lease liabilities

 $
 273,099

 Settlement Agreement

 On June 5, 2025, the Company entered into a settlement
agreement with Boustead relating to certain compensation that Boustead asserted was owed to it under an engagement letter between the
parties, dated September 21, 2022 and an underwriting agreement between the parties, dated April 25, 2024. Pursuant to the settlement
agreement, the Company agreed, among other things, to pay Boustead $ 100,000 in cash within 45 days of signing of the settlement agreement
and $ 1,050,000 in cash upon the closing of a financing, offering or other transaction to raise capital (such a transaction, a "Financing
Transaction") in an amount of at least $ 50 million; provided that if the Company consummates one or more Financing Transactions
in an amount of less than $ 50 million, then the Company must pay Boustead no less than two percent ( 2 %) of the total amount of funds disbursed
to the Company pursuant to each such Financing Transaction until Boustead receives a total of $ 1,050,000 in cash. In addition, upon closing
of a Financing Transaction, the Company agreed to issue to Boustead a warrant for the purchase of 160,824 shares of class B common stock
at an exercise price equal to the lower of (i) the price per share paid in such Financing Transaction or (ii) the exercise price of any
warrants issued to the placement agent or financial advisor in connection with such Financing Transaction. The Company was also required
to pay $ 100,000 in cash to Boustead within 45 days from the date of the agreement.

 17.
Subsequent Events

 The Company has evaluated events subsequent to
June 30, 2025 to assess the need for potential recognition or disclosure. Such events were evaluated through August 22, 2025, the date
the consolidated financial statements were available to be issued. The following were noted:

 On July 1, 2025, the Company issued an aggregate
of 57,952 shares of class B common stock upon vesting of restricted stock unit awards granted under the 2022 Plan.

 On July 1, 2025, the Company granted a restricted
stock award under the 2022 Plan for 30,000 shares of class B common stock, all of which vested in full on the date of grant.

 On July 21, 2025, the Company granted a restricted
stock award under the 2022 Plan for 250,000 shares of class B common stock, of which 125,000 shares vested in full on the date of grant
and the remaining 125,000 shares will vest quarterly for 5 quarters.

 On July 21, 2025, the Company granted a restricted
stock unit award under the 2022 Plan for 100,000 shares of class B common stock, which will vest based on the Company's achievement
of certain revenue targets for the year ended June 30, 2025.

 On August 21, 2025, the Company granted a restricted
stock award under the 2022 Plan for 725,000 shares of class B common stock, which vested in full on the date of grant.

 In July and August 2025, the Company issued an
aggregate of 151,667 shares of class B common stock upon the exercise of warrants for gross proceeds of approximately $ 184,267.

 F- 29

 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.

 Date: August 22, 2025

 CLEANCORE SOLUTIONS, INC.

 /s/ Clayton Adams

 Name:

 Clayton Adams

 Title:

 Chief Executive Officer

 (Principal Executive Officer)

 /s/ David Enholm

 Name:

 David Enholm

 Title:

 Chief Financial Officer

 (Principal Financial and Accounting Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 SIGNATURE

 TITLE

 DATE

 /s/ Clayton Adams

 Chairman and Chief Executive Officer (principal executive officer)

 Clayton Adams

 /s/ David Enholm

 Chief Financial Officer (principal financial and accounting officer)

 David Enholm

 /s/ Brent Cox

 Director

 Brent Cox

 /s/ Peter Frei

 Director

 Peter Frei

 5854  0.0108 0001956741 false FY

 2024-12-31

 2025-08-21

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