Form 10-K Freedom Holdings, Inc. For: Sep 30



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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
10-K

 

(Mark
One)

 


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

 

For
the fiscal year ended September 30, 2021

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For
the transition period from ____________to _____________

 

333-140530

Commission
file number

 

Freedom
Holdings, Inc.

(Exact
Name of Registrant as specified in its charter)

 

Maryland   56-2560951
(State
or jurisdiction of
  (I.R.S
Employer
Incorporation
or organization)
  Identification
No.)
     
6461
N 100 E, Ossian, Indiana
  46777
(Address
of principal executive offices)
  (Zip
Code)

 

Registrant’s
telephone number, including area code
  260-490-9990

 

Securities
registered under Section 12(b) of the Exchange Act:

 

Title
of each class
  Name
of each exchange on which registered
None   N/A

 

Securities
registered under Section 12(g) of the Exchange Act

Common
Stock, $0.0001 par value

(Title
of class)

 

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 15 (d) of the Exchange 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 resistant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post 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 an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐   Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller
company)
  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 (15 U.S.C.7262(b)) by the registered
public accounting fi rm that prepared or issued its audit report. ☐

 

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

 

State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter. $2,423,063

 

The
number of shares outstanding of the issuer’s Common Stock, $0.0001 par value, as of September 30, 2021, was 1,079,116 shares. There
is 710,496 shares of the issuer’s Preferred Stock issued and outstanding as of such date.

 

DOCUMENTS
INCORPORATED BY REFERENCE

 

List
hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the documents is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus
filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification
purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

 

None.

 

 

 

Freedom
Holdings, Inc.

 

ANNUAL
REPORT ON FORM 10-K

Fiscal
Year Ended September 30, 2021

 

TABLE
OF CONTENTS

 

 

Special
Note Regarding Forward Looking Statements.

 

This
annual report on Form 10-K of Freedom Holdings, Inc. (“FHLD”) for the fiscal year ended September 30, 2021 contains certain
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements
are not recitations of historical fact, such statements constitute forward-looking statements which, by definition involve risks and
uncertainties. In particular, statements under the Sections; Description of Business, Management’s Discussion and Analysis of Financial
Condition and Results of Operations contain forward-looking statements. Where in any forward-looking statements, the Company expresses
an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

 

The
following are factors that could cause actual results or events to differ materially from those anticipated and include but are not limited
to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws;
and the cost and effects of legal proceedings.

 

You
should not rely on forward looking statements in this annual report. This annual report contains forward-looking statements that involve
risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,”
“future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors
should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Our actual
results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced
by Freedom Holdings, Inc.

 

PART
I

 

Item
1. Business.

 

(a)
Business Development

 

FREEDOM
HOLDINGS, INC F/K/A Freedom Energy Holdings, Inc. (“we”, “us”, “our”, the “Company” or
the “Registrant”) was incorporated in the State of Maryland on June 16, 2005. Since inception, the Company has been engaged
in the following sectors. The Company was formed to participate in the mortgage industry however was forced to cease mortgage operations
during the 2008 housing crisis at which time the Company acquired small oil and gas leases in SE Kansas. In 2012 the company sold the
leases and began the unsuccessful effort to develop technology to recycle asphalt shingles. In 2015 (based upon the efforts and experience
of our CEO) began consulting other small private and public companies assisting in the process of going public and introduction of legal
and auditing firm. Since 2015 our CEO has continued to consult with other businesses both Public and Private but has made no efforts
to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent
concerning any target business. The Company is continuing its consulting business, however from this point forward is seeking the acquisition
of or merger with an existing company. The Company may incur losses in seeking a business combination and our Chief Executive Officer
intends to spend a limited amount of time seeking a business combination. The Company selected will continue to have September 30
as its fiscal year end.

 

Implications
of Being an Emerging Growth Company

 

We
qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified
reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

 

  A
requirement to have only two years of audited financial statements and only two years of related MD&A;
     
  Exemption
from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial
reporting under Section 404 of the Sarbanes-Oxley Act of 2002.
     
  Reduced
disclosure about the emerging growth company’s executive compensation arrangements; and
     
  No
non-binding advisory votes on executive compensation or golden parachute arrangements.

 

 

We
have already taken advantage of these reduced reporting burdens in this registration statement, which are also available to us as a smaller
reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

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 (the “Securities Act”) for complying with new or
revised accounting standards. We are choosing to utilize the extended transition period for complying with new or revised accounting
standards under Section 102(b)(2) of the JOBS Act. This election is irrevocable and allows our Company to delay the adoption of new or
revised accounting standards that have different effective dates for public and private companies until those standards apply to private
companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company
effective dates.

 

We
could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which
our annual gross revenues exceed $1 billion, (ii) 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 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 (iii) the date on which we have issued more than
$1 billion in non-convertible debt during the preceding three year period.

 

(b)
Business of Issuer

 

The
analysis of new business opportunities will be undertaken by or under the supervision of Brian Kistler, the sole officer and director
of the Registrant. As of this date, the Company has not entered into any definitive agreement with any party, nor have there been any
specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Registrant
has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential
acquisition targets, the Registrant will consider the following kinds of factors:

 

(a)
Potential for growth, indicated by new technology, anticipated market expansion or new products.

 

(b)
Competitive position as compared to other firms of similar size and experience within the industry segment as well as with the industry
as a whole.

 

(c)
Strength and diversity of management, either in place or scheduled for recruitment.

 

(d)
Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the
sale of additional securities, through joint ventures or similar arrangements or from other sources.

 

(e)
The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials.

 

(f)
The extent to which the business opportunity can be advanced.

 

(g)
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items;
and

 

(h)
Other relevant factors.

 

Brian
Kistler
has served as our President/Chairman of the Board of Directors since the inception of the Company and is an active Arbitrator
with the Financial Industry Regulatory Authority (FINRA) for the State of Indiana. Mr. Kistler has extensive work history in the financial
services industry. He began working at the securities firm Edward Jones in 1987 and over five (5) years increased his assets under management
to $45 million dollars. Mr. Kistler then joined Linsco/Private Ledger in 1992, an independent broker/dealer firm, where he worked as
an independent contractor. In 1994 he was recruited by broker/dealer Hilliard Lyons to develop the northeast area of Indiana. During
his time at Hilliard/Lyons, Mr. Kistler had assets under management of nearly $100 million dollars. In 1999 Mr. Kistler was hired by
Raymond James & Associates to manage their recently acquired Fort Wayne, Indiana office. Subsequently, he became the manager of nine
(9) Raymond James offices in Indiana. Mr. Kistler’s responsibilities included managing fifty-three employees with client assets
under management in excess of one billion dollars. During his time as manager, the revenues and assets under management grew substantially
as a direct result of Mr. Kistler’s ability to recruit, retain and train high quality financial advisors. Mr. Kistler retired from
his position with Raymond James in December 2005 to focus on the development of Freedom Holdings, Inc. Freedom Holdings, Inc. is an ongoing
operation.

 

 

The
Company was formed to participate in the mortgage industry however was forced to cease mortgage operations during the 2008 housing crisis
at which time the Company acquired small oil and gas leases in SE Kansas. In 2012 the company sold the leases and began unsuccessful
effort to develop technology to recycle asphalt shingles. In 2015 (based upon the efforts and experience of our CEO) began consulting
other small private and public companies assisting in the process of going public and introduction of legal and auditing firm. Since
2015 our CEO has continued to consult with other businesses both Public and Private but has made no efforts to identify a possible business
combination. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business.
The Company is continuing its consulting business, however from this point forward is seeking the acquisition of or merger with an existing
company. The Company selected will continue to have September 30 as its fiscal year end.

 

Mr.
Kistler is also the President of New Opportunity Business Solutions, Inc. (NOBS), a business consulting company in which Mr. Kistler
serves in a consultancy status as an officer and director of public companies. Currently, NOBS only has 5 clients that require approximately
15 hours per month of Mr. Kistler time and attention and will not detract from his ability to oversee our company’s operations.
Mr. Kistler was the founder and CEO of Freedom Holding Inc.

 

We
believe that Mr. Kistler’s experience in the securities industry as well as the managerial skills he developed during such tenure
provide ample qualification for Mr. Kistler to serve as an officer and director for our Company and opens the opportunity for him to
find an appropriate acquisition or merger candidate. As a result of his duties and responsibilities with other than Freedom Holdings,
Inc., Mr. Kistler intends to devote approximately 5 hours per week to the development of our business. As we have limited operating history
and revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business
combination.

 

In
applying for foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances
and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities
may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation
and analysis of such business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available
for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

 

FORM
OF ACQUISITION

 

The
manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs and
desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and such promoters.

 

It
is likely that the Registrant will acquire its participation in a business opportunity through the issuance of common stock or other
securities of the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances
the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the “Code”) depends upon whether the owners of the acquired business own
80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather
than other “tax free” provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or
less of the total issued and outstanding shares of the surviving entity.

 

In
addition, depending upon the transaction, the Registrant’s current stockholders may be substantially diluted to less than 20% of
the total issued and outstanding shares of the surviving entity and possibly even eliminated as stockholders by an acquisition. Current
shareholders will seek to either maintain an equity interest in the surviving company or a cash payment in exchange for outstanding shares,
or a combination thereof.

 

 

The
present stockholders of the Registrant will likely not have control of a majority of the voting securities of the Registrant following
a reorganization transaction. As part of such a transaction, all, or a majority of, the Registrant’s sole director may resign,
and one or more new directors may be appointed without any vote by stockholders.

 

In
the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval
by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call
a stockholders’ meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain
such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give
rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as
not to require stockholder approval.

 

It
is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants,
attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in
the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific
business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.

 

We
presently have no employees apart from our management. Our sole officer and director is engaged in outside business activities and anticipates
that he will devote to our business very limited time (estimated at five hours per week) until the acquisition of a successful business
opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident
to a business combination.

 

(c)
Reports to security holders.

 

(1)
The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of
any such report.

 

(2)
The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange
Act.

 

(3)
The public may read and copy any materials the Company files with the SEC in the SEC’s Public Reference Section, Room 1580, 100
F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling
the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

 

Item
1A. Risk Factors.

 

Our
business is difficult to evaluate because we have limited operating business and our shareholders will not know what future business
we will enter into until we effectuate a transaction.

 

As
we have limited operating history and revenue and only minimal assets, there is a risk that we will be unable to continue as a going
concern and consummate a business combination.

 

We
have no significant assets or financial resources.

 

We
will, in all likelihood, sustain operating expenses without adequate corresponding revenues, at least until the consummation of a business
combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business
combination with a profitable business opportunity. There can be no assurances that we can identify a suitable business opportunity and
consummate a business combination. Our independent auditor has issued a going concern opinion.

 

 

Due
to the Registrant’s limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.

 

As
we have limited capital available for the investigation and search for a merger/acquisition candidate we may not discover or adequately
evaluate adverse facts about the opportunity to be acquired.

 

Company
possesses limited funds and will be extremely limited in its attempts to locate potential business situations for investigation

 

As
we have limited capital available for the investigation and search for a merger/acquisition candidate we will be extremely limited in
its attempts to locate potential business situations for investigation

 

The
Company may not be the surviving company and shareholders may be cashed-out

 

Depending
on the structure of the merger or acquisition, the Company may not be the surviving company and shareholders may be cashed-out

 

The
Company may never locate a potential business combination

 

Due
to the limited amount of capital and time to investigate a merger/acquisition candidate the Company may never locate a potential business
combination.

 

The
Company will incur costs to improve internal controls over financial reporting.

 

The
potential business combination will add legal, accounting and audit expenses in the preparation of the financial reporting requirements
to improve the internal controls of being a public company. Presently these added costs are being paid by our CEO.

 

There
is competition for those private companies suitable for a merger transaction of the type contemplated by management and as a non-trading
company we are a competitive disadvantage to some of our competitors and may reduce the likelihood of us consummating a deal.

 

We
are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with joint ventures
with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small
public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than
we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing
a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business
combination.

 

We
have no existing agreement for a business combination or other transaction and there is no guarantee that we will be able to negotiate
a transaction that will benefit our shareholders.

 

We
have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private
or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that
we will conclude a business combination. Management has not identified any particular industry or specific business within an industry
for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently
a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

 

Management
intends to devote only limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable
acquisition candidate.

 

While
seeking a business combination, management anticipates devoting limited time to our affairs. Presently, our sole officer and director,
Brian Kistler, is also the sole owner of New Opportunity Business Solutions, Inc, and serves in a consultant status as an officer and
director for several publicly quoted companies, therefore the company anticipates that he will spend only approximately five hours per
week on our affairs. Our sole officer has not entered into written employment agreements with us and is not expected to do so in the
foreseeable future. This limited commitment may adversely impact our ability to identify and consummated a successful business combination.

 

 

Management
May Be Entrenched and may increase the risks of delaying, deferring or preventing a change of control.

 

Because
it may be difficult to effect a change in control of the Company without current management consent, management may be entrenched even
though stockholders may believe other management may be better and a potential suitor who may be willing to pay a premium to acquire
us may not attempt to do so.

 

Such
concentration of ownership may have the effect of delaying, deferring, or preventing a change in control of the Company and entrenching
current management even though stockholders may believe other management may be better. Potential suitors who otherwise might be willing
to pay a premium to acquire us may decide not to acquire us because it may be difficult to effect a change in control of us without current
management’s consent. Mr. Kistler has the ability to control the outcome on all matters requiring stockholder approval, including
the election and removal of directors; any merger, consolidation, or sale of all or substantially all of our assets; and the ability
to control our management.

 

We
Are Dependent on The Services of a Certain Key Employee. The Loss of His Services Could Harm Our Business.

 

Our
success largely depends on the continuing services of our Chief Executive Officer and Chairman, Brian Kistler. We believe that Mr. Kistler
possess valuable knowledge, experience and leadership abilities that would be difficult in the short term to replicate. The loss of him
as a key employee could harm our operations, business plans and cash flows. Mr. Kistler have agreed to dedicate approximately 5 hours
per week to the development of our business. This limited amount of time that Mr. Kistler is able to devote to the development of our
business on a weekly basis may inhibit our ability to attract or locate an adequate acquisition.

 

Shareholder
approval will likely not be obtained for any acquisition or business combination and that if it is obtained that, “may result in
delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting
stockholders.”

 

Because
of the voting control of Brian Kistler, our CEO, shareholder approval will likely not be obtained for any acquisition or business combination
and that if it is obtained that, “may result in delay and additional expense in the consummation of any proposed transaction and
will also give rise to certain appraisal rights to dissenting stockholders”, due to the cost and time of soliciting the approval
of all shareholders. As a result, the decision for a merger or acquisition lies solely upon the judgement of our CEO.

 

The
time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition
with the most attractive private companies.

 

Target
companies that fail to comply with SEC reporting requirement may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange
Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements
for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional
costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation
of an acquisition. Otherwise, suitable acquisition prospects that do not have or are unable to obtain the required audited statements
may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

 

We
may be subject to further government regulation which would adversely affect our operations.

 

Although
we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under
the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business
of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests
in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register
as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination
from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject
us to material adverse consequences.

 

 

Any
potential acquisition or merger with a foreign company may subject us to additional risks.

 

If
we enter into a business combination with a foreign company, we will be subject to risks inherent in business operations outside of the
United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies,
trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences.
Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation,
market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other
respects.

 

There
is currently a limited and sporadic trading market for our common stock, and liquidity of shares of our common stock is limited.

 

Our
shares of common stock is quoted on the Over-the-Counter Pink Sheets and has a limited public trading market for our common stock. Further,
no increased public trading market is expected to develop in the foreseeable future unless and until the Company completes a business
combination with an operating business and the Company thereafter files a registration statement under the Securities Act of 1933, as
amended (the “Securities Act”). Therefore, outstanding shares of our common stock cannot be offered, sold, pledged or otherwise
transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable
federal or state securities laws or regulations.

 

Compliance
with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex,
especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities
received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.

 

There
are issues impacting liquidity of our securities with respect to the fact that we will need to file a resale registration statement to
create liquidity in our common stock.

 

Since
our shares of common stock issued prior to a business combination or reverse merger cannot currently, nor will they for a considerable
period of time after we complete a business combination, be available to be offered, sold, pledged or otherwise transferred without being
registered pursuant to the Securities Act, we will likely file a resale registration statement on Form S-1, or some other available form,
to register for resale such shares of common stock. We cannot control this future registration process in all respects as some matters
are outside our control. Even if we are successful in causing the effectiveness of the resale registration statement, there can be no
assurances that the occurrence of subsequent events may not preclude our ability to maintain the effectiveness of the registration statement.
There may be resale restrictions imposed by rule 144(i) for one year following the company no longer being considered a shell company.
Any of the foregoing items could have adverse effects on the liquidity of our shares of common stock.

 

We
have never paid dividends on our common stock and if we do not pay dividends in the future then our shareholders can only benefit from
their shares by selling such stock either in the public marketplace or in a private transaction.

 

We
have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate
that any funds available for payment of dividends will be re-invested into us to further our business strategy.

 

We
may be subject to certain tax consequences in our business, which may increase our cost of doing business.

 

We
may not be able to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which could deter
third parties from entering into certain business combinations with us or result in being taxed on consideration received in a transaction.
Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal
and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to
both us and the target entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.

 

 

Our
business will have no meaningful increase of revenue unless and until we merge with or acquire an operating business.

 

We
are a development stage company and have had limited revenue from operations. We may not realize any revenue increases unless and until
we successfully merge with or acquire an operating business.

 

We
intend to issue more shares in a merger or acquisition, which will result in substantial dilution.

 

Our
Certificate of Incorporation authorizes the issuance of a maximum of 500,000,000 shares of common stock and a maximum of 100,000,000
shares of preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder
approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover,
the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by
our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board
of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that
additional shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the
interested of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected.

 

Our
principal stockholders may engage in a transaction to cause us to repurchase their shares of common stock.

 

In
order to provide an interest in us to a third party, our stockholders may choose to cause us to sell our securities to one or more third
parties, with the proceeds of such sale(s) being utilized by us to repurchase shares common stock held by them. As a result of such transaction(s),
our management, principal stockholder(s) and Board of Directors may change.

 

We
anticipate that the selection of a business combination will be complex and extremely risky.

 

Because
of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management
believes that there are numerous firms seeking even the limited additional capital which we will have and/or perceived benefits of becoming
a publicly traded corporation.

 

Our
business focus has changed four times since inception in 2005 and Management has limited experience

 

At
inception the Company was formed to serve the mortgage industry, however as a result of the failure of the mortgage industry the Company
focus was amended to focus on the energy markets which was not successful. The Company then focused on marketing an asphalt shingle recycling
technology which ultimately was also unsuccessful. Since 2017 the Company was solely focused on the business consulting of our CEO. He
has had limited participation in mergers/acquisitions of private companies into public companies, therefore he may not be successful
finding a business combination.

 

We
have conducted no market research or identification of business opportunities, which may affect our ability to identify a business to
merge with or acquire.

 

We
have not conducted market research concerning prospective business opportunities, nor have others made the results of such market research
available to us. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management
has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected
that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities
or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on
terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which
may act without the consent, vote or approval of our stockholders.

 

Our
shares may be subject to the “penny stock” rules, following such a reverse merger transaction which might subject you to
restrictions on marketability and may not be able to sell your shares.

 

The
common stock is quoted and tradable on the Over-the- Counter Pink Sheets, we are subject to the penny stock rules adopted by the Securities
and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks.
These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it
difficult for our shareholders to sell their securities.

 

 

Additional
risks may exist since we will assist a privately held business to become public through the “reverse merger.” Securities
analysts of major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase
of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger
company in the future. Failure to develop or maintain an active trading market for our common stock will have a generally negative effect
on the price of our common stock and you may be unable to sell your common stock or any attempted sale of such common stock may have
the effect of lowering the market price. Your investment could be a partial or complete loss.

 

Penny
stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system.) Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value
of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements
may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to
the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting
transactions in our securities, which could severely limit the market price of liquidity of our securities. These requirements may restrict
the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

 

We
cannot assure you that following a business combination with an operating business, our common stock will be listed on NASDAQ or any
other securities exchange and therefore it is possible that our stockholders will not be able to liquidate their investment in our stock
and we may not access to capital available to companies trading on these exchanges.

 

Following
a business combination, we may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure
you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange,
or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a
business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would
be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where
our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock.
In addition, we would be subject to an SEC rule that, if it failed to meet criteria set forth in such rule, imposes various practice
requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors.
Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity.
This would also make it more difficult for us to raise additional capital following a business combination.

 

Our
authorization of blank check preferred stock could be used to discourage a take-over transaction involving an actual or potential change
in control of us or our management.

 

Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of preferred stock with designations, rights and preferences
determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval,
to issue preferred stock with dividend, liquation, conversion, voting, or other rights which could adversely affect the voting power
or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue
any shares of our authorized preferred stock, there can be no assurance that the Company will not do so in the future.

 

Lack
of diversification should be considered to a substantial risk.

 

Our
management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and
dilution of interest for present and prospective stockholders, which is like to occur as a result of our management’s plan to offer
a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered
to a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from
another.

 

 

The
registration statement contains forward-looking statements and information relating to us, our industry and to other businesses which
may differ materially from those currently contemplated in our forward-looking statements.

 

These
forward-looking statements are based on the beliefs of our management, as well as assumptions made by the information currently available
to our management. When used in this registration statement, the words “estimate,” “project,” “anticipate,”
intend,” “except” and similar expressions are intended to identify forward-looking statements. These statements reflect
our current views with respect to the future events and are subject to risks and uncertainties that may cause our actual results to differ
materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking
statements, which speak only as of the date of this registration statement. We do not undertake any obligation to publicly release any
revisions of these forward-looking statements to reflect events or circumstances after the date of this registration statement or to
reflect the occurrence of unanticipated events.

 

Item
1B. Unresolved Staff Comments

 

None.

 

Item
2. Properties.

 

We
neither rent nor own any properties. We utilize the office space and equipment of our management at no cost. Management estimates such
amounts to be immaterial. We currently have no policy with respect to investments or interests in real estate, real estate mortgages
or securities of, or interests in, persons primarily engaged in real estate activities.

 

None.

 

Item
3. Legal Proceedings.

 

Presently,
there are not any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject,
and no such proceedings are known to the Registrant to be threatened or contemplated against it.

 

Item
4. Mine Safety Disclosures.

 

Not
applicable

 

PART
II.

 

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

 

(a)
Market information

 

Our
Common Stock is quoted on the Over-the-Counter Pink Sheets under the trading symbol FHLD We cannot assure you that there will be a market
for our common stock in the future. See the High and Low Bid data below adjusted for the July 19, 2021 reverse split:

 

Fiscal Year 2021   High Bid     Low Bid  
First Quarter   $ 1.00     $ 0.50  
Second Quarter   $ 2,00     $ 2.50  
Third Quarter   $ 4.00     $ 5.50  
Fourth Quarter   $ 5.00     $ 0.05  
                 
Fiscal Year 2020     High Bid     Low Bid    
First Quarter   $ 0.50     $ 0.50  
Second Quarter   $ 0.50     $ 0.50  
Third Quarter   $ 0.50     $ 0.50  
Fourth Quarter   $ 0.50     $ 0.50  

 

 

(b)
Holders

 

As
of September 30, 2021, there are 1,079,116 shares post reverse and 2,251 holders of an aggregate of shares of our Common Stock issued
and outstanding.

 

(c)
Dividends.

 

We
have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the president
intention of management to utilize all available funds for the development of the Registrant’s business.

 

Item
6. Reserved

 

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

 

The
following Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements
that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,”
“future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors
should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results
could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set
forth under “Risk Factors” and elsewhere in this report
. The management’s discussion, analysis of financial
condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere
in this report. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:

 

(a) an
abrupt economic change resulting in an unexpected downturn in demand for our services;
(b) governmental
restrictions or excessive taxes on our services;
(c) economic
resources to support the development of our projects;
(d) expansion
plans, access to potential clients, and advances in technology; and.
(e) lack
of working capital that could hinder acquisitions for development of our projects.

 

Our
Business Overview.

 

FREEDOM
HOLDINGS, INC F/K/A Freedom Energy Holdings, Inc. (“we”, “us”, “our”, the “Company” or
the “Registrant”) was incorporated in the State of Maryland on June 16, 2005. Since inception, the Company has been engaged
in the following sectors. The Company was formed to participate in the mortgage industry however was forced to cease mortgage operations
during the 2008 housing crisis at which time the Company acquired small oil and gas leases in SE Kansas. In 2012 the company sold the
leases and began unsuccessful effort to develop technology to recycle asphalt shingles. In 2015 (based upon the efforts and experience
of our CEO) began consulting other small private and public companies assisting in the process of going public and introduction of legal
and auditing firm. Since 2015 our CEO has continued to consult with other businesses both Public and Private but has made no efforts
to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent
concerning any target business. The Company is continuing its consulting business, however from this point forward is seeking the acquisition
of or merger with an existing company. The Company may incur losses in seeking a business combination and our Chief Executive Officer
intends to spend a limited amount of time seeking a business combination. The Company selected will continue to have September 30 as
its fiscal year end.

 

Implications
of Being an Emerging Growth Company

 

We
qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified
reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

 

  A
requirement to have only two years of audited financial statements and only two years of related MD&A;
     
  Exemption
from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial
reporting under Section 404 of the Sarbanes-Oxley Act of 2002.
     
  Reduced
disclosure about the emerging growth company’s executive compensation arrangements; and
     
  No
non-binding advisory votes on executive compensation or golden parachute arrangements.

 

 

We
have already taken advantage of these reduced reporting burdens in this registration statement, which are also available to us as a smaller
reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

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 (the “Securities Act”) for complying with new or
revised accounting standards. We are choosing to utilize the extended transition period for complying with new or revised accounting
standards under Section 102(b)(2) of the JOBS Act. This election is irrevocable and allows our Company to delay the adoption of new or
revised accounting standards that have different effective dates for public and private companies until those standards apply to private
companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company
effective dates.

 

We
could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which
our annual gross revenues exceed $1 billion, (ii) 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 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 (iii) the date on which we have issued more than
$1 billion in non-convertible debt during the preceding three year period.

 

(b)
Business of Issuer

 

The
analysis of new business opportunities will be undertaken by or under the supervision of Brian Kistler, the sole officer and director
of the Registrant. As of this date, the Company has not entered into any definitive agreement with any party, nor have there been any
specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Registrant
has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential
acquisition targets, the Registrant will consider the following kinds of factors:

 

(a)
Potential for growth, indicated by new technology, anticipated market expansion or new products.

 

(b)
Competitive position as compared to other firms of similar size and experience within the industry segment as well as with the industry
as a whole.

 

(c)
Strength and diversity of management, either in place or scheduled for recruitment.

 

(d)
Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the
sale of additional securities, through joint ventures or similar arrangements or from other sources.

 

(e)
The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials.

 

(f)
The extent to which the business opportunity can be advanced.

 

(g)
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items;
and

 

(h)
Other relevant factors.

 

 

Brian
Kistler
has served as our President/Chairman of the Board of Directors since the inception of the Company and is an active Arbitrator
with the Financial Industry Regulatory Authority (FINRA) for the State of Indiana. Mr. Kistler has extensive work history in the financial
services industry. He began working at the securities firm Edward Jones in 1987 and over five (5) years increased his assets under management
to $45 million dollars. Mr. Kistler then joined Linsco/Private Ledger in 1992, an independent broker/dealer firm, where he worked as
an independent contractor. In 1994 he was recruited by broker/dealer Hilliard Lyons to develop the northeast area of Indiana. During
his time at Hilliard/Lyons, Mr. Kistler had assets under management of nearly $100 million dollars. In 1999 Mr. Kistler was hired by
Raymond James & Associates to manage their recently acquired Fort Wayne, Indiana office. Subsequently, he became the manager of nine
(9) Raymond James offices in Indiana. Mr. Kistler’s responsibilities included managing fifty-three employees with client assets
under management in excess of one billion dollars. During his time as manager, the revenues and assets under management grew substantially
as a direct result of Mr. Kistler’s ability to recruit, retain and train high quality financial advisors. Mr. Kistler retired from
his position with Raymond James in December 2005 to focus on the development of Freedom Holdings, Inc. Freedom Holdings, Inc. is an ongoing
operation.

 

The
Company was formed to participate in the mortgage industry however was forced to cease mortgage operations during the 2008 housing crisis
at which time the Company acquired small oil and gas leases in SE Kansas. In 2012 the company sold the leases and began unsuccessful
effort to develop technology to recycle asphalt shingles. In 2015 (based upon the efforts and experience of our CEO) began consulting
other small private and public companies assisting in the process of going public and introduction of legal and auditing firm. Since
2015 our CEO has continued to consult with other businesses both Public and Private but has made no efforts to identify a possible business
combination. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business.
The Company is continuing its consulting business, however from this point forward is seeking the acquisition of or merger with an existing
company. The Company selected will continue to have September 30 as its fiscal year end.

 

Mr.
Kistler is also the President of New Opportunity Business Solutions, Inc. (NOBS), a business consulting company in which Mr. Kistler
serves in a consultancy status as an officer and director of public companies. Currently, NOBS only has 5 clients that require approximately
15 hours per month of Mr. Kistler time and attention and will not detract from his ability to oversee our company’s operations.
Mr. Kistler was the founder and CEO of Freedom Holding Inc.

 

We
believe that Mr. Kistler’s experience in the securities industry as well as the managerial skills he developed during such tenure
provide ample qualification for Mr. Kistler to serve as an officer and director for our Company and opens the opportunity for him to
find an appropriate acquisition or merger candidate. As a result of his duties and responsibilities with other than Freedom Holdings,
Inc., Mr. Kistler intends to devote approximately 5 hours per week to the development of our business. As we have limited operating history
and revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business
combination.

 

In
applying for foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances
and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities
may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation
and analysis of such business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available
for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

 

FORM
OF ACQUISITION

 

The
manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs and
desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and such promoters.

 

It
is likely that the Registrant will acquire its participation in a business opportunity through the issuance of common stock or other
securities of the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances
the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the “Code”) depends upon whether the owners of the acquired business own
80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather
than other “tax free” provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or
less of the total issued and outstanding shares of the surviving entity.

 

 

In
addition, depending upon the transaction, the Registrant’s current stockholders may be substantially diluted to less than 20% of
the total issued and outstanding shares of the surviving entity and possibly even eliminated as stockholders by an acquisition. Current
shareholders will seek to either maintain an equity interest in the surviving company or a cash payment in exchange for outstanding shares,
or a combination thereof.

 

The
present stockholders of the Registrant will likely not have control of a majority of the voting securities of the Registrant following
a reorganization transaction. As part of such a transaction, all, or a majority of, the Registrant’s sole director may resign,
and one or more new directors may be appointed without any vote by stockholders.

 

In
the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval
by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call
a stockholders’ meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain
such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give
rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as
not to require stockholder approval.

 

It
is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants,
attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in
the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific
business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.

 

We
presently have no employees apart from our management. Our sole officer and director is engaged in outside business activities and anticipates
that he will devote to our business very limited time (estimated at five hours per week) until the acquisition of a successful business
opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident
to a business combination.

 

(c)
Reports to security holders.

 

(1)
The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of
any such report.

 

(2)
The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange
Act.

 

(3)
The public may read and copy any materials the Company files with the SEC in the SEC’s Public Reference Section, Room 1580, 100
F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling
the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

 

(i) Filing
of Exchange Act reports, and
   
(ii) Consummating
an acquisition

 

We
anticipate that our cost for filing Exchange Act reports for the next 12 months will be approximately $8,400. We anticipate that we also
should be able to consummate a business combination for approximately $8,400. We believe we will be able to meet these costs through
use of funds in our treasury and additional amounts, as necessary to be loaned by our invested in us by our stockholders, management
or other investors.

 

We
are in the development stage and have negative working capital, negative stockholders’ equity and have not earned any revenues
from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently
devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop
additional sources of capital, locate and complete a merger with another company, ultimately, achieve profitable operations.

 

 

We
may consider a business which has recently commenced operations, in a developing company in need of additional funds for expansion into
new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial
or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market
for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur
in a public offering.

 

Our
sole officer and director has not had any preliminary contact or discussions with any representative of any other entity regarding a
business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages
of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous
risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition,
we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain
or assess all significant risks.

 

Our
management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and
dilution of interest for present and prospective stockholders, which is like to occur as a result of our management’s plan to offer
a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered
to a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from
another.

 

We
anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions,
rapid technological advances being made in some industries and shortages of available capital, our management believes that there are
numerous firms seeking even the limited additional capital which we will have and/or perceived benefits of becoming a publicly traded
corporation. We intend to contact various stock transfer agents, investment relation firms and business development entities to locate
potential candidates for a business combination transaction. Such perceived benefits of becoming a publicly traded corporation include,
among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for
the principals of and investors in a business creating a means for providing incentive stock options or similar benefits to key employees,
and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. An additional
perceived benefit for a private operating company in becoming public by merging with us as opposed to filing its own form 10 registration
statement is the time and money required to get through the process. This private company must take into account the consideration that
such private company would have to provide to us in such a transaction as well as our obligation to file a Form 8-K in connection with
such a transaction including Form 10 information regarding the private operating company. Potentially available business combinations
may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation
and analysis of such business opportunities extremely difficult and complex.

 

PLAN
OF OPERATION
.

 

The
Company is in the process of investigating potential business ventures which, in the opinion of management, will provide a source of
eventual profit to the Company. Such involvement may take many forms, including the acquisition of an existing business or the acquisition
of assets to establish subsidiary businesses. Mr. Kistler expects to remain involved as management of any acquired business.

 

The
Company possesses limited funds and will be extremely limited in its attempts to locate potential business situations for investigation.
The Company has commenced the process of investigating possible merger and acquisition candidates and believes that the Company’s
status as a publicly held corporation will enhance its ability to locate such potential business ventures. No assurance can be given
as to when Mr. Kistler may locate suitable business opportunities and such opportunities may be difficult to locate; however, Mr. Kistler
intends to actively search for potential business ventures for the foreseeable future.

 

Business
opportunities, if any arise, are expected to become available to Freedom Holdings principally from the personal contacts of Mr. Kistler.
While it is not expected that the Company will engage professional firms specializing in business acquisitions or reorganizations, such
firms may be retained if funds become available in the future, and if deemed advisable. Opportunities may thus become available from
professional advisors, securities broker-dealers, venture capitalists, members of the financial community, and other sources of unsolicited
proposals. Mr. Kistler is unable to predict at this time the cost of locating a suitable business opportunity.

 

 

The
analysis of business opportunities will be undertaken by or under the supervision of Mr. Kistler. Among the factors which he will consider
in analyzing potential business opportunities are the available technical, financial and managerial resources; working capital and financial
requirements; the history of operation, if any; future prospects; the nature of present and anticipated competition; potential for further
research, developments or exploration; growth and expansion potential; the perceived public recognition or acceptance of products or
services; name identification, and other relevant factors.

 

It
is not possible at present to predict the exact manner in which the Company may participate in a business opportunity. Specific business
opportunities will be reviewed and based upon such review, the appropriate legal structure or method of participation will be decided
upon by management. Such structures and methods may include, without limitation, leases, purchase and sale agreements, licenses, joint
ventures; and may involve merger, consolidation or reorganization. The Company may act directly or indirectly through an interest in
a partnership, corporation or reorganization. However, it is most likely that any acquisition of a business venture the Company would
make would be by conducting a reorganization involving the issuance of FREEDOM HOLDING’s restricted securities. Such a reorganization
may involve a merger (or combination pursuant to state corporate statutes, where one of the entities dissolves or is absorbed by the
other), or it may occur as a consolidation, where a new entity is formed and FREEDOM HOLDING, and such other entity combine assets in
the new entity. Reorganization may also occur, directly or indirectly, through subsidiaries, and there is no assurance that the Company
would be the surviving entity. Any such reorganization could result in loss of control of a majority of the shares. Mr. Kistler or other
members of management, if any, at the time of reorganization may be required to resign in connection with reorganization. Substantial
dilution of percentage equity ownership may result to the stockholders. The Company may choose to enter into a venture involving the
acquisition of or merger with a company which does not need substantial additional capital but desires to establish a public trading
market of its securities. Such a company may desire to consolidate its operations with the Company through a merger, reorganization,
asset acquisition, or other combination, in order to avoid possible adverse consequences of undertaking its own public offering. Such
consequences might include expense, time delays or loss of voting control. In the event of such a merger, the Company may be required
to issue significant additional shares, and it may be anticipated that control over the Company’s affairs may be transferred to
others.

 

As
part of his investigation of acquisition possibilities, Mr. Kistler may meet with executive officers of the business and its personnel;
inspect its facilities; obtain independent analysis or verification of the information provided, and conduct other reasonable measures,
to the extent permitted by the Company’s limited resources and Mr. Kistler’s limited expertise. Generally, Mr. Kistler intends
to analyze and make a determination based upon all available information without reliance upon any single factor as controlling.

 

It
may be anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial management time and attention, and substantial costs
for accountants, attorneys and others. Should a decision thereafter be made not to participate in a specific business opportunity, it
is likely that costs already expended would not be recoverable. It is likely, in the event a transaction should eventually fail to be
consummated, for any reason, that the costs incurred by the Company would not be recoverable. Mr. Kistler is entitled to reimbursement
for all expenses incurred in his investigation of possible business ventures on behalf of the Company, and no assurance can be given
that if the Company has available funds, they will not be depleted by such expenses.

 

Mr.
Kistler believes the best chance to obtain value for the stockholder is to seek a merger or acquisition with an existing business. At
this time, Mr. Kistler has not been able to locate any potential mergers or acquisitions.

 

The
Company is not able to determine the time or resources that will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Company will be able to acquire an interest in any such prospects, products or opportunities that may
exist or that any activity of the Company, regardless of the completion of any transaction, will be profitable.

 

If
and when Mr. Kistler locates a business opportunity, he will consider the dollar amount of that entity’s profitable operations
and the adequacy of its working capital in determining the terms and conditions under which the Company would consummate such an acquisition.
Potential business opportunities, no matter which form they may take, will most likely result in substantial dilution for the Company’s
stockholders due to the issuance of stock to acquire such an opportunity.

 

 

We
have limited history as a public company. We currently file with the SEC annual and quarterly information and other reports that are
specified in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and SEC regulations. Thus, we will need
to ensure that we will have the ability to prepare, on a timely basis, financial statements that comply with SEC reporting requirements
following the effectiveness of this registration statement. We will also become subject to other reporting and corporate governance requirements,
including the listing standards of any securities exchange upon which we may list our Common Stock, and the provisions of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), and the regulations promulgated thereunder, which impose significant compliance obligations
upon us. As a public company, we will be required, among other things, to:

 

  prepare
and distribute reports and other stockholder communications in compliance with our obligations under the federal securities laws
and the applicable national securities exchange listing rules;
  define
and expand the roles and the duties of our Board of Directors and its committees;
  institute
more comprehensive compliance, investor relations and internal audit functions;
  evaluate
and maintain our system of internal control over financial reporting, and report on management’s assessment thereof, in compliance
with the requirements of Section 404 of the Sarbanes-Oxley Act and related rules and regulations of the SEC; and
  involve
and retain outside legal counsel and accountants in connection with the activities listed above.

 

The
adequacy of our internal control over financial reporting must be assessed by management for each year commencing with the year ending
September 30, 2021. Our internal control over financial reporting will be required to meet the standards required by Section 404 of the
Sarbanes-Oxley Act. We will incur additional costs in order to improve our internal control over financial reporting and comply with
Section 404, including increased auditing and legal fees and costs associated with hiring additional accounting and administrative staff.
Ultimately, our efforts may not be adequate to comply with the requirements of Section 404 of which is currently being paid by our CEO
If we are unable to implement and maintain adequate internal control over financial reporting or otherwise to comply with Section 404,
we may be unable to report financial information on a timely basis, may suffer adverse regulatory consequences, may have violations of
the applicable national securities exchange listing rules and may breach covenants under our credit facilities.

 

The
significant obligations related to being a public company will continue to require a significant commitment of additional resources and
management oversight that will increase our costs and might place a strain on our systems and resources. As a result, our management’s
attention might be diverted from other business concerns. In addition, we might not be successful in implementing and maintaining controls
and procedures that comply with these requirements. If we fail to maintain an effective internal control environment or to comply with
the numerous legal and regulatory requirements imposed on public companies, we could make material errors in, and be required to restate,
our financial statements. Any such restatement could result in a loss of public confidence in the reliability of our financial statements
and sanctions imposed on us by the SEC.

 

Results
of Operations and Critical Accounting Policies and Estimates.

 

The
results of operations are based on preparation of financial statements in conformity with accounting principles generally accepted in
the United States. The preparation of financial statements requires management to select accounting policies for critical accounting
areas as well as estimates and assumptions that affect the amounts reported in the financial statements. The Company’s accounting
policies are more fully described in Note 3 to the Notes of Financial Statements.

 

Results
of Operations for years ended September 30, 2021 and 2020

 

Revenues.

 

All
revenues were derived from New Opportunity Business Solutions, Inc. a related party. Mr. Kistler, our CEO is the President and CEO of
both Freedom Holdings, Inc. and New Opportunity Business Solutions, Inc.

 

Total
Revenue.
Total revenues for the years ended September 30, 2021 and 2020 were $31,4000 and $11,419, respectively. Revenues increased
by approximately 175%.

 

Cost
of goods sold.
Cost of goods sold for the years ended September 30, 2021 and 2020 were $31,400 and $0, respectively. Cost of goods
sold increased by 100% due to the Company allocating Mr. Kistler’s time at fair market value.

 

Gross
profit.
Gross profit for the years ended September 30, 2021 and 2020 were $0 and $11,419, respectively. Gross profit decreased by
100% due to the Company allocating Mr. Kistler’s time at fair market value.

 

 

Expenses.

 

Total
Operating Expenses.
Total operating expenses for the years ended September 30, 2021 and September 30, 2020 were $245,177 and $245,843,
respectively. Total operating expenses consisted of management fees of $240,000 and $0, respectively; stock based compensation of $0
and $240,000, respectively; professional fees of $2,934 and $0, respectively and selling, general and administrative expenses of $2,243
and $5,843, respectively. Management fees increased by approximately 100% due to Mr. Kistler and Mr. Hunt accepting their annual compensation
as accrued compensation instead of being issued Series D Preferred Stock. Stock based compensation decreased by 100% due to Mr. Kistler
and Mr. Hunt accepting their annual compensation as accrued compensation instead of being issued Series D Preferred Stock. Professional
fees increased by approximately 100% due to the process of becoming up-listing to a full reporting company. Selling, general and administrative
expenses decreased by approximately 62%.

 

Other
Income (Expense)
: Total other income (expense) for the years ended September 30, 2021 and 2020 was ($14,301) and ($6,117), respectively.
Other income (expense) consisted of interest expense of ($14,301) and ($6,117), respectively. Interest expense increased by approximately
134% due to increased borrowings.

 

Financial
Condition.

 

Total
Assets.
Total assets at September 30, 2021 and September 30, 2020 were $2,132 and $19, respectively. Total assets consist of cash
of $2,132 and $19, respectively. Total assets increased by approximately 11,121%. The main reason for the increase was due to an increase
in revenues from a related party.

 

Total
Liabilities.
Total liabilities at September 30, 2021 and September 30, 2020 were $351,924 and $121,733, respectively. Total liabilities
consist of accounts payable of $7,861 and $1,773, respectively; accrued interest of $922 and $0, respectively; accrued expenses of $246,208
and $18,405, respectively and note payable of $96,933 and $101,555, respectively. Total liabilities increased by approximately 189%.
Accounts payable increased by approximately 343% due to the Company up-listing and becoming full reporting. Accrued interest increased
by approximately 100% due to increase borrowings. Accrued expenses increased by approximately 1,238% due to Mr. Kistler and Mr. Hunt
accepting their annual compensation as accrued compensation instead of being issued Series D Preferred Stock.

 

Liquidity
and Capital Resources.

 

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among
other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

 

The
Company sustained a loss of $259,478 for the year ended September 30, 2021 and $240,541 for the year ended December 31, 2020. The Company
has accumulated losses totaling $9,716,132 at September 30, 2021. Because of the absence of positive cash flows from operations, the
Company will require additional funding for continuing the development and marketing of products. These factors raise substantial doubt
about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 

We
are presently able to meet our obligations as they come due through the support of our CEO. At September 30, 2021 we had a working capital
deficit of $349,792. Our working capital deficit is due to the results of operations.

 

Net
cash used in operating activities for the years ended September 30, 2021 and 2020 were ($24,666) and $3,149, respectively. Net cash used
in operating activities includes our net loss, stock issued for services, accounts payable and accrued expenses and accrued interest.

 

Net
cash provided by financing activities for the years ended September 30, 2021 and September 30, 2020 were $26,779 and ($3,291), respectively.
Net cash provided by financing activities includes paid-in capital from a related party, Mr. Brian Kistler our CEO and payments made
on notes payable of $4,621 and $3,291 respectively.

 

 

We
anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations
and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations
and raising additional funds from the private sources and/or debt financing. However, we can provide no assurances that we will be able
to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain
a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations
on a timely basis and ultimately to attain profitability. Our Plan of Operation for the next twelve months is to raise capital to implement
our strategy. We do not have the necessary cash and revenue to satisfy our cash requirements for the next twelve months. We cannot guarantee
that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then we may not be able
to expand our operations. If adequate funds are not available, we believe that our officers and directors will contribute funds to pay
for some of our expenses. However, we have not made any arrangements or agreements with our officers and directors regarding such advancement
of funds. We do not know whether we will issue stock for the loans or whether we will merely prepare and sign promissory notes. If we
are forced to seek funds from our officers or directors, we will negotiate the specific terms and conditions of such loan when made,
if ever. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private
offering of our company’s securities. We would most likely rely upon the transaction exemptions from registration provided by Regulation
D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933. See “Note 2 – Going Concern”
in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”

 

We
are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely
to result in material increases or decreases in liquidity.

 

Capital
Resources.

 

We
had no material commitments for capital expenditures as of September 30, 2021.

 

Off-Balance
Sheet Arrangements

 

We
have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that
is material to investors.

 

Item
7A. Quantitative and Qualitative Disclosure About Market Risk.

 

The
registrant qualifies as a smaller reporting company, as defined by Rule 229.10(f)(1) and is not required to provide the information required
by this Item.

 

Item
8. Financial Statements and Supplementary Data.

 

The
report of the independent registered public accounting firm and the financial statements listed on the accompanying index at page F-1
of this report are filed as part of this report and incorporated herein by reference.

 

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

 

We
did not have any disagreements on accounting and financial disclosure with our accounting firm during the reporting period.

 

Item
9A. Controls and Procedures

 

(a)
Management’s Annual Report on Internal Control over Financial Reporting.

 

The
management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s
internal control over financial reporting is a process designed under the supervision of the Company’s Principal Executive Officer
and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of the Company’s financial statements for external purposes in accordance with the U.S. generally accepted accounting principles.

 

As
of September 30, 2021 , under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness
of the design and operations of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) promulgated under
the Securities Exchange Act of 1934. Based on this evaluation, management concluded that our financial disclosure controls and procedures
were not effective so as to timely identify, correct and disclose information required to be included on our Securities and Exchange
Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels
of transaction review. Through the use of external consultants and the review process, management believes that the financial statements
and other information presented herewith are materially correct.

 

 

As
of September 30, 2021 , under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness
of the design and operations of our internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) promulgated
under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described Internal Control –
Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation,
management concluded that our internal control over financial reporting was not effective so as to timely identify, correct and disclose
information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s
limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants
and the review process, management believes that the financial statements and other information presented herewith are materially correct.

 

The
management including its Principal Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and
procedures, or its internal controls over financial reporting will prevent all error and all fraud. A control system no matter how well
conceived and operated, can provide only reasonable not absolute assurance that the objectives of the control system are met. Further,
the design of control system must reflect the fact that there are resource constraints, and the benefit 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 within the Company have been detected.

 

This
Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered
public accounting firm pursuant to the temporary rules of the SEC that permit the Company to provide only management’s report in
this Annual Report.

 

This
report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the
liabilities of this section, and is not incorporated by reference into any filing of the Company, whether made before or after the date
hereof, regardless of any general incorporation language in such filing.

 

(b)
Change in Internal Control Over Financial Reporting

 

We
have not made any significant changes to our internal controls subsequent to the Evaluation Date. We have not identified any significant
deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action
was taken.

 

Item
9B. Other Information.

 

None.

 

Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 

(a)
A registrant identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A))
as having retained, for the preparation of the audit report on its financial statements included in the Form 10-K, a registered public
accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight
Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction
must electronically submit to the Commission on a supplemental basis documentation that establishes that the registrant is not owned
or controlled by a governmental entity in the foreign jurisdiction. The registrant must submit this documentation on or before the due
date for this form. A registrant that is owned or controlled by a foreign governmental entity is not required to submit such documentation.
(b) A registrant that is a foreign issuer, as defined in 17 CFR 240.3b-4, identified by the Commission pursuant to Section 104(i)(2)(A)
of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on its financial
statements included in the Form 10-K, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction
and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a
position taken by an authority in the foreign jurisdiction, for each year in which the registrant is so identified, must disclose:

 

(1)
That, for the immediately preceding annual financial statement period, a registered public accounting firm that the PCAOB was unable
to inspect or investigate completely, because of a position taken by an authority in the foreign jurisdiction, issued an audit report
for the registrant; (2) The percentage of shares of the registrant owned by governmental entities in the foreign jurisdiction in which
the registrant is incorporated or otherwise organized; (3) Whether governmental entities in the applicable foreign jurisdiction with
respect to that registered public accounting firm have a controlling financial interest with respect to the registrant; (4) The name
of each official of the Chinese Communist Party who is a member of the board of directors of the registrant or the operating entity with
respect to the registrant; and (5) Whether the articles of incorporation of the registrant (or equivalent organizing document) contains
any charter of the Chinese Communist Party, including the text of any such charter.

 

 

PART
III

 

Item
10. Directors, Executive Officers and Corporate Governance.

 

The
names and ages of our directors and executive officers as of September 30, 2021are set forth below. Our Bylaws provide for not less than
one and not more than fifteen directors. All directors are elected annually by the stockholders to serve until the next annual meeting
of the stockholders and until their successors are duly elected and qualified.

 

Name   Age   Position
Brian
Kistler (1)
  65   President,
Director (1)

 

(1)
Brian Kistler will serve as a director until the next annual shareholder meeting.

 

Brian
K. Kistler, President and Director

 

Brian
K. Kistler
has served as our President/Chairman of the Board of Directors since the inception of the Company and is an active Arbitrator
with the Financial Industry Regulatory Authority (FINRA) for the State of Indiana. Mr. Kistler has extensive work history in the financial
services industry. He began working at the securities firm Edward Jones in 1987 and over five (5) years increased his assets under management
to $45 million dollars. Mr. Kistler then joined Linsco/Private Ledger in 1992, an independent broker/dealer firm, where he worked as
an independent contractor. In 1994 he was recruited by broker/dealer Hilliard Lyons to develop the northeast area of Indiana. During
his time at Hilliard/Lyons, Mr. Kistler had assets under management of nearly $100 million dollars. In 1999 Mr. Kistler was hired by
Raymond James & Associates to manage their recently acquired Fort Wayne, Indiana office. Subsequently, he became the manager of nine
(9) Raymond James offices in Indiana. Mr. Kistler’s responsibilities included managing fifty-three employees with client assets
under management in excess of one billion dollars. During his time as manager, the revenues and assets under management grew substantially
as a direct result of Mr. Kistler’s ability to recruit, retain and train high quality financial advisors. Mr. Kistler retired from
his position with Raymond James in December 2005 to focus on the development of Freedom Holdings, Inc. Freedom Holdings, Inc. is an ongoing
operation.

 

We
believe that Mr. Kistler’s experience in the securities industry as well as the managerial skills he developed during such tenure
provide ample qualification for Mr. Kistler to serve as an officer and director for our Company. As a result of his duties and responsibilities
with Freedom Holdings, Inc., Mr. Kistler intends to devote approximately 5 hours per week to the development of our business.

 

Significant
Employees
. None.

 

Family
Relationships.
None.

 

Involvement
in Certain Legal Proceedings.
To the best of our knowledge, except as set forth herein, none of the directors or director designees
to our knowledge has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party
to any judicial or administrative proceeding during the past five years that resulted in a judgment decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, federal or state securities laws, or finding of any violation
of federal or state securities laws, except for matters that were dismissed without sanction or settlement.

 

The
Board of Directors acts as the Audit Committee, and the Board has no separate committees. The Company has no qualified financial expert
at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial
resources at this time to hire such expert. The Company intends to continue to search for a qualified individual for hire.

 

 

Meetings
and Committees of the Board of Directors.

 

We
do not have a nominating committee of the Board of Directors, or any committee performing similar functions. Nominees for election as
a director are selected by the Board of Directors.

 

We
do not yet have an audit committee or an audit committee financial expert. We expect to form such a committee composed of our non-employee
directors. We may in the future attempt to add a qualified board member to serve as an audit committee financial expert in the future,
subject to our ability to locate and compensate such a person. Despite the lack of an audit committee, those members of the board of
directors that would otherwise be on our audit committee will continue to analyze and investigate our actual and potential businesses
prospects as members of our board of directors. Furthermore, our entire board of directors is aware of the importance of the financial
and accounting due diligence that must be undertaken in furtherance of our business and they intend to conduct a comprehensive accounting
financial analysis of the Company’s business.

 

Compensation
Committee Interlocks and Insider Participation.

 

As
of September 30, 2021, our Board of Directors consisted solely of Brian Kistler. At present, the Board of Directors has not established
any committees.

 

Director
Compensation.

 

There
are currently no compensation arrangements in place for members of the board of directors.

 

Item
11. Executive Compensation.

 

The
following table sets forth information concerning the annual and long-term compensation of our President/Chairman who served at the end
of the period September 30, 2021, for services rendered in all capacities to us. The listed individuals shall hereinafter be referred
to as the “Named Executive Officers.” Currently, we have no employment agreements with any of our Directors or Officers.
All of our directors are unpaid. Compensation for the future will be determined when and if additional funding is obtained.

 

Summary
Compensation Table – Officers

 

(a)   (b)     (c)     (d)     (e)     (f)     (g)     (h)     (i)     (j)  
                                  Non-equity incentive     Change in Pension Value and Nonqualified deferred              
                      Stock     Option     plan     compensation     All other        
Name and principal position   Year     Salary     Bonus     Awards     Awards     compensation     earnings     Compensation     Total  
      ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)  
Brian Kistler, President, Director     2019       -0-       -0-       120,000 1     -0-       -0-       -0-       -0-       120,000  
      2020       -0-       -0-       120,000 1     -0-       -0-       -0-       -0-       120,000  
      2021       -0-       -0-       -0-       -0-       -0-       -0-       120,000 2     120,000  

 

There
is no employment contract with Mr. Brian Kistler at this time. Nor are there any agreements for compensation in the future. A salary
and stock options and/or warrants program may be developed in the future.

 

1On
September 30, 2020 and 2019, the Company authorized 12,000 shares of series D preferred stock, to Brian Kistler for the service rendered
at $10 per share with a par value of $0.0001 per share, repsectively.

 

2On
September 30, 2021, the Company recognized accrued expenses of $120,000 for the year ended September 30, 2021 for our CEO, Mr. Brian
Kistler’s base compensation. No employment agreement exists.

 

 

Director
Compensation

 

(a)   (b)     (c)     (d)     (e)     (f)     (g)     (h)  
Name   Fees earned or paid in cash     Stock Awards     Option Award(s)     Non-equity incentive plan compensation     Change in Pension Value and Nonqualified deferred compensation earnings     All other Compensation     Total  
  ($)     ($)     ($)     ($)     ($)     ($)     ($)  
Brian Kistler, President, Director     -0-       -0-       -0-       -0-       -0-       -0-       -0-  

 

(1)
There is no employment contract with Mr. Kistler at this time. Nor are there any agreements for compensation in the future.

 

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

 

The
following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders
who were known by us to be beneficial owners of more than 5% of our common stock as of September 30, 2020 , and our officers and directors,
individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such
shares of common stock.

 

Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes
voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired
upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of
the table are deemed beneficially owned by the optionees, if applicable. Subject to community property laws, where applicable, the persons
or entities named below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially
owned by them.

 

Name and Address of Beneficial Owner  

Amount and Nature of

Beneficial Ownership

  Percentage of Class  
Brian K. Kistler (1)   665 common     0.06 %
6461 N 100 E   2 Preferred A shares2     100 %
Ossian, IN 46777   68,200 Preferred B shares2     30 %
    97,936 Preferred D shares2     29 %

 

  (1) Brian
K. Kistler serves as sole officer (President) and Director of the Company.
  (2) The
terms of the preferred shares owned by Brian Kistler are disclosed in the exhibit 3.3 Certificate of Amendment Filed herewith

 

Item
13. Certain Relationships and Related Transactions, and Director Independence.

 

Transactions
with Related Persons, Promoters and Certain Control Persons.

 

None

 

 

Director
Independence.

 

We
have not established our own definition for determining whether our director or nominees for directors are “independent”
nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system,
though our current directors would not be deemed to be “independent” under any applicable definition given that they are
officers of the Company. We also have not established any committees of the Board of Directors.

 

Given
the nature of our Company, its limited shareholder base and the current composition of management, the Board of Directors does not believe
that we require any corporate governance committees at this time. As our operations generate revenue we intend to seek additional members
for our board of directors and establish our own definition of “independent” as related to directors and nominees for directors.
We further intend to establish committees that will be suitable for our operations as our business operations warrant.

 

Our
Company retained the services of BF Borgers CPA PC, to conduct the September 30, 2021 audit of Financial Statements and OLAYINKA OYEBOLA
& CO., to conduct the September 30, 2020 audit of Financial Statements. The Audit of Financial Statements are the only services provided
by BF Borgers CPA PC and OLAYINKA OYEBOLA & CO.

 

Item
14. Principal Accounting Fees and Services.

 

    2021     2020  
Audit fees     10,000       5,000  
Audit related fees            
Tax fees            
All other fees            

 

The
Company does not currently have an audit committee. The normal functions of the audit committee are handled by the board of directors.
The Board of Directors, performing normal functions of the audit committee, approved 100% of the fees for the September 30, 2021audit
services performed by BF Borgers CPA PC and the fees for the September 30, 2020 audit services performed by OLAYINKA OYEBOLA &
CO.
.

 

PART
IV

 

Item
15. Exhibits, Financial Statement Schedule.

 

 

Exhibit
Key

 

3.1 Incorporated
by reference herein to the Company’s Form 10 Registration Statement filed with the Securities and Exchange Commission on September
29, 2015.
   
3.2 Incorporated
by reference herein to the Company’s Form 10 Registration Statement filed with the Securities and Exchange Commission on September
29, 2015.

 

 

Signatures

 

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 

FREEDOM
HOLDINGS, INC.

 

NAME   TITLE   DATE
         
/s/
Brian Kistler
  Chief
Executive Officer, President, Director (Principal Executive Officer)
  January
13, 2022
Brian
Kistler
       

 

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.

 

 

NAME   TITLE   DATE
         
    Chief
Financial Officer (Principal Financial Officer)
   
/s/
Brian Kistler
  President,
Director
  January
13, 2022
Brian
Kistler
       

 

Supplemental
Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants

Which
Have Not Registered Securities Pursuant to Section 12 of the Act.
None.

 

 

Freedom
Holdings, Inc.

 

INDEX
TO FINANCIAL STATEMENTS

 

 

 

Report
of Independent Registered Public Accounting Firm

 

To
the shareholders and the board of directors of Freedom Holdings, Inc.

 

Opinion
on the Financial Statements

 

We
have audited the accompanying consolidated balance sheet of Freedom Holdings, Inc. (the “Company”) as of September 30, 2021,
the related statement of operations, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes
(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of September 30, 2021, and the results of its operations and its cash flows
for the year then ended, in conformity with accounting principles generally accepted in the United States.

 

Substantial
Doubt about the Company’s Ability to Continue as a Going Concern

 

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
4 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis
for Opinion

 

These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audit. 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 audit 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 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
audit included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 

/s/ BF Borgers CPA PC

BF
Borgers CPA PC

 

We
have served as the Company’s auditor since 2021

Lakewood,
CO

January
13, 2022

 

 

FREEDOM
HOLDINGS, INC.

BALANCE
SHEETS

(Audited)

 

    September 30, 2021     September 30, 2020  
ASSETS                
Current Assets:                
Cash   $ 2,132     $ 19  
Total Current Assets     2,132       19  
TOTAL ASSETS   $ 2,132     $ 19  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current Liabilities                
Accounts payable   $ 7,861     $ 1,773  
Accrued interest     922        
Accrued expenses     246,208       18,405  
Total Current Liabilities     254,991       20,178  
                 
Non-Current Liabilities                
Notes payable     96,933       101,555  
Total Non-Current Liabilities     96,933       101,555  
TOTAL LIABILITIES     351,924       121,733  
                 
Stockholders’ Deficit                
Preferred Stock, $0.0001 par value, 100,000,000 shares authorized, 710,496 and 710,496 shares issued and outstanding, respectively.     71       71  
Common stock, $0.0001 par value, 10,000,000,000 shares authorized, 1,079,116 and 1,077,582 shares issued and outstanding respectively.     108       108  
Additional paid-in capital     9,366,161       9,334,761  
Accumulated deficit     (9,716,132 )     (9,456,654 )
Total Stockholders’ Deficit     (349,792 )     (121,714 )
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   $ 2,132     $ 19  

 

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

 

 

FREEDOM
HOLDINGS, INC.

STATEMENTS
OF OPERATIONS

(Audited)

 

    For the Years Ended
September 30,
 
    2021     2020  
Revenues            
Consulting services – related party   $ 31,400     $ 11,419  
Cost of goods     31,400        
Gross Profit           11,419  
                 
Operating Expenses                
Management fees     240,000        
Stock based compensation           240,000  
Professional fees     2,934        
Selling, general and administrative expenses     2,243       5,843  
Total operating expenses     245,177       245,843  
                 
Net loss from operations     (245,177 )     (234,424 )
                 
Other income (expenses)                
Interest expense     (14,301 )     (6,117 )
Income taxes            
                 
Net loss   $ (259,478 )   $ (240,541 )
                 
Basic and diluted loss per share   $ (0.24 )   $ (0.22 )
                 
Weighted average number of shares outstanding     1,077,582       1,077,582  

 

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

 

 

FREEDOM
HOLDINGS, INC.

STATEMENT
OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR
THE YEARS ENDED SEPTEMBER 30, 2021 AND 2020

(Audited)

 

    Preferred Stock     Common Stock     Additional              
    Shares     Par Value     Shares     Par Value     Paid-in
Capital
    Retained Deficit     Total  
                                           
Balance, September 30, 2019     686,496     $ 69       1,077,582     $ 108     $ 9,094,763     $ (9,216,113 )   $ (121,173 )
                                                         
Issued shares of Preferred D for compensation     24,000       2                   239,998             240,000  
                                                         
Net loss                                             (240,541 )     (240,541 )
                                                         
Balance, September 30, 2020     710,496     $ 71       1,077,582     $ 108     $ 9,334,761     $ (9,456,654 )   $ (121,714 )
                                                         
Fractional shares adjustment                     1,534                                
Reclass related party revenue                                     31,400               31,400  
                                                         
Net loss                                             (259,478 )     (259,478 )
                                                         
Balance, September 30, 2021     710,496     $ 71       1,079,116     $ 108     $ 9,366,161     $ (9,716,132 )   $ (349,792 )

 

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

 

 

FREEDOM
HOLDINGS, INC.

STATEMENTS
OF CASH FLOWS

(Audited)

 

    For the Years Ended
September 30,
 
    2021     2020  
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net income   $ (259,478 )   $ (240,541 )
Adjustment to reconcile net loss to net cash provided in operations:                
Stock issued for services           240,000  
Change in assets and liabilities                
Accounts payable and accruals     233,890       3,690  
Accrued interest     922        
Net Cash (used in) provided by operations     (24,666 )     3,149  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                
Paid-in capital – related party     31,400        
Repayment of notes payable     (4,621 )     (3,291 )
Net cash provided by financing activities     26,779       (3,291 )
                 
Net change in cash and cash equivalents     2,113       (142 )
                 
Cash and cash equivalents, Beginning of period     19       161  
Cash and cash equivalents, End of period   $ 2,132     $ 19  
                 
Supplemental cash flow information                
Cash paid for interest   $ 14,301     $ 6,117  
Cash paid for taxes   $     $  

 

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

 

 

FREEDOM
HOLDINGS, INC

NOTES
TO THE FINANCIAL STATEMENTS

SEPTEMBER
30, 2021 AND 2020

 

NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS

 

Freedom
Holdings, Inc. (the “Company”) is a for profit corporation established under the corporation laws in the State of
Maryland, United States of America on June 15, 2005.

 

Since
inception the Company has devoted substantially all its efforts to establishing a new business. The Company has generated expenses and
limited revenue from the efforts.

 

The
Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly
execute the company’s business plan.

 

The
Company has adopted September 30 fiscal year end.

 

NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis
of presentation

 

The
Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”).

 

Use
of estimates

 

The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

 

Concentrations
of Credit Risk

 

We
maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor
our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant
credit risk on cash.

 

Cash
and Cash Equivalents

 

The
Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There
were no cash equivalents for the years ended September 30, 2020, and 2019.

 

Recently
issued accounting pronouncements

 

The
Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the
periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted
accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported
financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s
financial management.

 

Net
income (loss) per common share

 

Net
income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income
(loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding
during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number
of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common
shares outstanding, and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first
period presented. There are no potentially dilutive shares of common stock.

 

Share-based
expense

 

ASC
718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions
in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options,
and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees,
including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on
their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for
the award, known as the requisite service period (usually the vesting period).

 

 

FREEDOM
HOLDINGS, INC

NOTES
TO THE FINANCIAL STATEMENTS

SEPTEMBER
30, 2021 AND 2020

 

The
Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50,
Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair
value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value
of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

Share-based
expense was $0 for the year ended September 30, 2021 and $240,000 for the year ended September 30, 2020.

 

Income
Taxes

 

The
Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for
Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences
between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the
provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year
to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates
of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning
strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded
related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

 

ASC
740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant
tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not”
threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of
being realized upon ultimate settlement with the relevant tax authority. The Company has applied for an extension of time to file with
the Internal Revenue Service for its most recent tax filing.

 

The
Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon
receiving valid notice of assessments. The Company has received no such notices as of September 30, 2021.

 

In
assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all
the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary differences will become deductible. The Company considers the scheduled reversal
of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company has recorded
a full valuation allowance against its net deferred tax assets because it is not currently able to conclude that it is more likely than
not that these assets will be realized. The amount of deferred tax assets considered to be realizable could be increased in the near
term if estimates of future taxable income during the carryforward period are increased.

 

As
of September 30, 2021, the Company had unused net operating loss carry forwards of $157,000 available to reduce federal taxable income.
The Company’s ability to offset future taxable income, if any, with tax net operating loss carryforwards may be limited due to
the non-filing of tax returns. Under the CARES act, net operating losses arising after 2017 are able to be carried forward indefinitely.
Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382.

 

Related
Parties

 

The
Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related
party transactions.

 

Revenue
recognition

 

Effective
October 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers,
which is effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition
standard (new guidance) has a fivestep process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine
the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied.
The Company’s initial application of ASC 606 did not have a material impact on its financial statements and disclosures and there
was no cumulative effect of the adoption of ASC 606.

 

 

FREEDOM
HOLDINGS, INC

NOTES
TO THE FINANCIAL STATEMENTS

SEPTEMBER
30, 2021 AND 2020

 

The
Company recognized revenues from a related party for the year ended September 30, 2021 in the amount of $31,400. The Company allocated
the related party time spent and recorded Cost of goods sold in the amount of $31,400. The performance obligation has been met as per
ASC 606.

 

Fair
Value Measurements

 

Fair
value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritize the inputs used to
measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available
and significant to the fair value measurement.

 

The
fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

 

The
three levels of the fair value hierarchy under ASC 820 are described below:

 

Level
1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

Level
2 – Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly,
including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities
in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates);
and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

Level
3 – Inputs that are both significant to the fair value measurement and unobservable.

 

The
Company’s cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because
they are valued using quoted market prices. The carrying amounts of accounts payable, advances payable and short-term loans approximate
their fair value due to short term maturities.

 

NOTE
3 – PROPERTY AND EQUIPMENT

 

Property
and Equipment are first recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of
the various classes of assets.

Long
lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected
future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value
of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

 

Maintenance
and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost
and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on
the disposition included as income.

The
company does not have fixed asset as of September 30, 2021, and 2020

 

NOTE
4 – GOING CONCERN

 

As
reflected in the accompanying financial statements, the Company has limited revenue, and an accumulated deficit of $9,716,132 at September
30, 2021 and had a net loss of $259,478 for the year ended September 30, 2021. These factors raise substantial doubt about our ability
to continue as a going concern. The financial statements have been prepared assuming that the Company will continue as a going concern.
These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts
or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern

 

 

FREEDOM
HOLDINGS, INC

NOTES
TO THE FINANCIAL STATEMENTS

SEPTEMBER
30, 2021 AND 2020

 

NOTE
5 – NOTE PAYABLE

 

On
August 7th, 2017, the company obtained an unsecured, nonrecourse and open-ended loan of $50,000.00 The loan incurs interest
at 15% per annum. On December 30, 2013, the Company received a $56,977.89 Demand Instalment Loan from Bruce Miller. The loan incurs interest
at 12 % per annum. Mr. Miller is a personal acquaintance with our CEO. The loans are unsecure, nonrecourse and open ended. The loans
require monthly repayment of principal and interest of $750.00 each. In the event that the Company is unable, the CEO has agreed to make
the payments.

 

The
following sets forth the principal and interest loan balance for the years ended September 30:

 

    2021     2020  
Note payable     96,933       101,555  
Accrued interest     922        
Total note payable and accrued interest     97,855       101,555  

 

NOTE
6 – ACCRUED EXPENSES

 

On
September 30, 2021, the Company recognized expenses of $120,000 for the year ended September 30, 2021 for our CEO, Mr. Brian Kistler’s
base compensation. No employment agreement exists.

 

On
September 30, 2021, the Company recognized expenses of $120,000 for the year ended September 30, 2021 for our Mr. Robin Hunt’s
base compensation. No employment agreement exists.

 

NOTE
7 – RELATED PARTY TRANSACTIONS

 

On
September 1, 2020, the Company authorized 12,000 shares of series D preferred stock, to Brian Kistler for the service rendered at $10
per share with a par value of $0.0001 per share.

 

On
September 30, 2021, the Company recognized expenses of $120,000 for the year ended September 30, 2021, for our CEO, Mr. Brian Kistler’s
base compensation. No employment agreement exists.

 

The
Company recognized revenues for the year ended September 30, 2021 from New Opportunity Business Solutions, Inc., a related party in the
amount of $31,400. Mr. Brian Kistler is the President and CEO of both New Opportunity Solutions, Inc. and Freedom Holdings, Inc. The
Company expensed Mr. Kistler’s time at fair market value to Cost of goods sold of $31,400.

 

NOTE
8 – PREFERRED STOCK

 

On
September 1, 2019, the Company authorized 12,000 shares of series D preferred stock, to Robin Hunt for the service rendered at $10 per
share with a par value of $0.0001 per share.

 

On
September 1, 2019, the Company authorized 12,000 shares of series D preferred stock, to Brian Kistler for the service rendered at $10
per share with a par value of $0.0001 per share.

 

On
September 1, 2020, the Company authorized 12,000 shares of series D preferred stock, to Robin Hunt for the service rendered at $10 per
share with a par value of $0.0001 per share.

 

On
September 1, 2020, the Company authorized 12,000 shares of series D preferred stock, to Brian Kistler for the service rendered at $10
per share with a par value of $0.0001 per share.

 

 

FREEDOM
HOLDINGS, INC

NOTES
TO THE FINANCIAL STATEMENTS

SEPTEMBER
30, 2021 AND 2020

 

NOTE
9 – INCOME TAXES

 

Deferred
taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating
loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of
the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted.

 

The
provision for Federal income tax consists of the following at September 30:

 

    2021     2020  
Federal income tax benefit attributable to:            
Current Operations   $ 54,000     $ 51,000  
Less: valuation allowance     (54,000 )     (51,000 )
Net provision for Federal income taxes   $     $  

 

The
cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows at September
30:

 

    2021     2020  
Deferred tax asset attributable to:            
Net operating loss carryover   $ 157,000     $ 103,000  
Less: valuation allowance     (157,000 )     (103,000 )
Net deferred tax asset   $     $  

 

At
September 30, 2021, the Company had net operating loss carry forwards of approximately $157,000 that maybe offset against future taxable
income. No tax benefit has been reported in the September 30, 2021, or 2020 financial statements since the potential tax benefit is offset
by a valuation allowance of the same amount.

 

On
December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax
Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate
income tax rate to 21% effective January 1, 2018.

 

Due
to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting
purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to
use in future years.

 

ASC
Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic
740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon
the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine
the amount to recognize in the financial statements.

 

The
Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision
for income taxes. As of September 30, 2021, the Company had no accrued interest or penalties related to uncertain tax positions.

 

 

FREEDOM
HOLDINGS, INC

NOTES
TO THE FINANCIAL STATEMENTS

SEPTEMBER
30, 2021 AND 2020

 

NOTE
10 – SUBSEQUENT EVENTS

 

Management
has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial
statement were available to be issued and has determined that there are no material subsequent events that require disclosure in these
financial statements other than,

 

On
December 30, 2021, Freedom Holdings, Inc. (the “Company”) acquired 100% of the issued and outstanding capital stock of Carbon
Zero Asset Management, Inc. (“Carbon Zero”) from the seven (7) shareholders of Carbon Zero (the “Shareholders”)
in exchange for 311,672,730 shares of the Company’s common stock, valued on December 30, 2021 at $0.50 per share. Carbon-Zero is
a privately-owned fintech company driven by Ethereum based block chain technology to the carbon credit markets using fungible tokens
and smart contracts. Carbon-Zero aims to bring carbon credits more fidelity, transparency, accessibility, liquidity, and standardization.
Carbon-Zero is building a programmable carbon ecosystem that will allow carbon credit market participants a tokenization process to digitize
carbon credits securely. The ecosystem will include the minting and burning protocols, a transparent mechanism for validating and distributing
tokens, a trading venue for tokens, and tools to engage all stakeholders, including the carbon credit originators, off setters, project
verifiers, liquidity providers, NGOs, concerned citizens, and governments.

 

Effective
upon the close of the acquisition, the Shareholders shall have the right to appoint three (3) members to the Company’s board of
directors (the “Board”) to serve for one term until their successors are elected and qualified. The Board shall
compromise not more than five (5) directors, and one of the three nominees of the Shareholders shall act as chairman of the Buyer.

 

Simultaneously
with the Closing, but in no event later than five (5) business days from the Closing Date, the Company will convert all of the 710,676
shares of issued and outstanding preferred stock consisting of Series A,B,C and D preferred stock, into 15,920,945 shares of common stock.
After the conversion of the preferred stock, the converted shares together with the current issued and outstanding common stock will
not total more than 17,000,000 shares held by the shareholders of the Company immediately prior to the Closing. After the Closing, the
Company will have 328,672,730 shares issued and outstanding of which 311,672,730 shares, or approximately 95%, are owned by the Shareholders.

 

On
December 30, 2021, we closed the acquisition of Carbon Zero Asset Management, Inc. (COzero) and according to the terms of the agreement
the control of the Company changed to the shareholders of COzero.

 

 

 

Exhibit
31.1

 

CERTIFICATION
PURSUANT TO

SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002

Certification
of Principal Executive Officer, Principal Financial Officer and

Principal
Accounting Officer

 

I,
Brian Kistler, certify that:

 

1.
I have reviewed this annual report on Form 10-K of Freedom Holdings, Inc.

 

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report.

 

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report.

 

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared.

 

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles.

 

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and

 

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):

 

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and

 

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.

 

Date:
January 13, 2022
 
   
Freedom
Holdings, Inc.
 
   
/s/:
Brian Kistler
 
Brian
Kistler
 
Principal
Executive Officer
 
Principal
Financial Officer
 
Principal
Accounting Officer
 

 

 

 

Exhibit
32.1

 

Certification
of Principal Executive Officer,

Principal
Financial Officer and Principal Accounting Officer

Pursuant
to 18 U.S.C. SECTION 1350

 

In
connection with the Annual Report of Freedom Holdings, Inc., (the “Company”) on Form 10-K for the period ending September
30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Kistler, Principal
Executive Officer, Principal Financial Officer and Principal Accounting Officer of the Company, certify, to my knowledge that:

 

(i)
the accompanying Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act
of 1934, as amended (the “Act”); and

 

(ii)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.

 

Freedom
Holdings, Inc.
 
   
/s/:
Brian Kistler
 
Brian
Kistler
 
Principal
Executive Officer
 
Principal
Financial Officer
 
Principal
Accounting Officer
 
   
January
13, 2022
 

 

 





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