Form 10-Q - Quarterly report [Sections 13 or 15(d)]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10−Q

 

(Mark One)

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

 

For the quarterly period ended: September 30, 2024

 

or

 

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

 

For the transition period from ____________ to _____________

 

Commission File Number: 001-42033

 

CleanCore Solutions, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		88-4042082
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

5920 S 118th Circle, Omaha, NE		68137
(Address of principal executive offices)		(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

  

13714 A Street, Omaha, NE 68144

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class B Common Stock, par value $0.0001 per share		ZONE		NYSE American LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☒

 

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

 

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

 

As of November 12, 2024, there were 8,244,251 shares of class B common stock of the registrant issued and outstanding.

 

 

 

 

 

 

CleanCore Solutions, Inc.

 

Quarterly Report on Form 10-Q

Period Ended September 30, 2024

 

 

TABLE OF CONTENTS

 

PART I
FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	22
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24

 

i

 

 

PART I

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

CLEANCORE SOLUTIONS, INC.

UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

		Page
Condensed Balance Sheets as of September 30, 2024 and June 30, 2024 (Unaudited)		2
Condensed Statements of Operations for the Three Months Ended September 30, 2024 and 2023 (Unaudited)		3
Condensed Statements of Stockholders’ Equity for the Three Months Ended September 30, 2024 and 2023 (Unaudited)		4
Condensed Statements of Cash Flows for the Three Months Ended September 30, 2024 and 2023 (Unaudited)		5
Notes to Condensed Financial Statements (Unaudited)		6

 

1

 

 

CLEANCORE SOLUTIONS, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

 

		September 30, 2024				June 30, 2024
Assets
Current assets:
Cash and cash equivalents		$	1,210,382			$	2,016,611
Accounts receivable, net			492,126				467,286
Inventory, net			719,247				672,326
Prepaid expenses and other current assets			197,449				55,365
Total current assets			2,619,204				3,211,588
Property and equipment, net			15,713				10,572
Right of use assets			493,015				524,818
Intangibles, net			1,448,424				1,486,923
Goodwill			2,237,910				2,237,910
Other assets			9,440				9,440
Total assets		$	6,823,706			$	7,481,251
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	644,595			$	573,956
Deferred revenue			-				10,395
Lease liability - current			135,077				131,887
Note payable - current			759,019				698,149
Due to related parties			78,849				91,119
Total current liabilities			1,617,540				1,505,506
Lease liability – non current			383,077				418,104
Note payable – non current			1,760,314				1,821,184
Total liabilities			3,760,931				3,744,794
Commitments and contingencies (Note 13)
Stockholders’ Equity
Class A Common Stock; $0.0001 par value, 50,000,000 shares authorized; 270,000 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively			27				27
Class B Common Stock; $0.0001 par value, 250,000,000 shares authorized; 7,970,085 and 7,960,919 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively			797				796
Additional paid-in capital			11,222,982				11,040,583
Accumulated deficit			(8,161,031	)			(7,304,949	)
Total stockholders’ equity			3,062,775				3,736,457
Total liabilities and stockholders’ equity		$	6,823,706			$	7,481,251

 

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

 

2

 

 

CLEANCORE SOLUTIONS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		Three Months Ended September 30,
		2024				2023
Revenue, net		$	364,900			$	325,684
Cost of sales (exclusive of depreciation shown separately below)			179,401				152,575
Gross profit			185,499				173,109
Operating expenses:
General and administrative			916,214				509,876
Advertising expense			46,210				823
Depreciation and amortization expense			39,823				38,562
Loss from operations			(816,748	)			(376,152	)
Interest expense, net			39,334				61,142
Net loss		$	(856,082	)		$	(437,294	)
Net loss per share Class A and Class B stock, basic and diluted		$	(0.10	)		$	(0.13	)
Weighted average shares used in computing net loss per Class A share, basic and diluted			270,000				443,956
Weighted average shares used in computing net loss per Class B share, basic and diluted			7,965,818				2,847,149

 

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

 

3

 

 

CLEANCORE SOLUTIONS, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

		For the Three Months Ended September 30, 2024
		Class A Common Stock								Class B Common Stock								Additional Paid in				Accumulated				Total Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Equity
Balance at June 30, 2024			270,000			$	27				7,960,919			$	796			$	11,040,583			$	(7,304,949	)		$	3,736,457
Issuance of class B common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan			-				-				9,166				1				21,514				-				21,515
Stock based compensation – 2022 Equity Incentive Plan			-				-				-				-				160,885				-				160,885
Net loss for the period			-				-				-				-				-				(856,082	)			(856,082	)
Balance at September 30, 2024			270,000			$	27				7,970,085			$	797			$	11,222,982			$	(8,161,031	)		$	3,062,775

 

		For the Three Months Ended September 30, 2023
		Series Seed Preferred Stock								Class A Common Stock								Class B Common Stock								Additional Paid in				Accumulated				Total Stockholders’
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Equity
Balance at June 30, 2023			4,000,000			$	400				660,000			$	66				1,795,940			$	180			$	6,768,775			$	(5,023,207	)		$	1,746,214
Conversion of class A common stock into class B common stock			-				-				(1,310,000	)			(131	)			1,310,000				131				-				-				-
Conversion of series seed preferred stock into class A common stock			(1,000,000	)			(100	)			1,000,000				100				-				-				-				-				-
Stock based compensation – 2022 Equity incentive plan			-				-				-				-				-				-				63,960				-				63,960
Net loss for the period			-				-				-				-				-				-				-				(437,294	)			(437,294	)
Balance at September 30, 2023			3,000,000			$	300				350,000			$	35				3,105,940			$	311			$	6,832,735			$	(5,460,501	)		$	1,372,880

 

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

 

4

 

 

CLEANCORE SOLUTIONS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		Three Months Ended September 30,
		2024				2023
Cash flows from operating activities
Net loss		$	(856,082	)		$	(437,294	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			39,823				38,562
Accretion of note payable discount			-				4,500
Non cash interest expense			56,331				208,248
Stock based compensation			182,400				63,960
Non cash lease expense			(34	)			492
Provision for bad debt and write-off of on uncollectable accounts			5,563				7,130
Changes in operating assets and liabilities:
Accounts receivable			(30,403	)			(66,233	)
Inventory			(46,921	)			(77,026	)
Prepaid expenses			(142,084	)			93,550
Deferred revenue			(10,395	)			-
Due to related parties			(12,270	)			-
Accounts payable and accrued liabilities			14,308				(144,224	)
Net cash used in operating activities			(799,764	)			(308,335	)
Investing activities
Purchase of property and equipment			(6,465	)			(1,015	)
Net cash used in investing activities			(6,465	)			(1,015	)
Financing activities
Repayment of loans from related parties			-				(6,203	)
Payments for deferred offering costs			-				(13,523	)
Net cash used in financing activities			-				(19,726	)
Net decrease in cash			(806,229	)			(329,076	)
Cash and cash equivalents at beginning of period			2,016,611				393,194
Cash and cash equivalents at the end of period		$	1,210,382			$	64,118
Supplementary cash flow disclosure
Interest paid		$	-			$	-
Unpaid deferred offering costs		$	-			$	212,801

 

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

 

5

 

 

CLEANCORE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

 

1. Organization and Business

 

CC Acquisition Corp. was incorporated in the State of Nevada on August 23, 2022 for the sole purpose of acquiring substantially all of the assets of CleanCore Solutions, LLC, TetraClean Systems, LLC, and Food Safety Technologies, LLC, pursuant to an asset purchase agreement entered into by CC Acquisition Corp. with these three entities and their owners on October 17, 2022. On November 21, 2022, CC Acquisition Corp. changed its name to CleanCore Solutions, Inc. (the “Company”). Since the Company acquired substantially all of the assets of each of CleanCore Solutions, LLC, TetraClean Systems, LLC, and Food Safety Technologies, LLC, the business of these three entities is now operated by the Company, with no subsidiaries.

 

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

 

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

 

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

 

Initial Public Offering

 

On April 30, 2024, the Company closed its initial public offering of 1,250,000 shares of class B common stock at a price to the public of $4.00 per share for gross offering proceeds of $5,000,0000, before deducting underwriting discounts, commissions, and offering expenses payable by the Company. After deducting underwriting discounts, commissions and other offering costs, the Company received net proceeds of $3,343,547.

 

Liquidity

 

The Company has incurred losses and negative cash flows from operations. From October 17, 2022 (the date of the acquisition) through September 30, 2024, the Company has financed its operations primarily through investor funding. As of September 30, 2024, the Company had cash of $1,210,382, a net loss of $856,082, and cash used in operating activities of $799,764. In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern, management is required to perform a two-step analysis over the Company’s ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the date the financial statements are issued. If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt.

 

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

 

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

 

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

 

6

 

 

CLEANCORE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited interim financial statements as of and for the three months ended September 30, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual audited 2024 financial statements, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on September 20, 2024 (the “Form 10-K”). The results of operations for interim periods are not necessarily indicative of results to be expected for the fiscal year ending June 30, 2025 or for any other future annual or interim period.

 

The preparation of financial statements in conformity with U.S. GAAP 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. Although management believes these estimates and assumptions are adequate, actual results could differ from the estimates and assumptions used.

 

The fiscal 2024 year-end balance sheet data was derived from audited financial statements, and certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to SEC rules or regulations; however, the Company believes the disclosures made are adequate to make the information presented not misleading.

 

A complete listing of the Company’s significant accounting policies is discussed in Note 2 – Summary of Significant Accounting Policies in the Notes to Financial Statements included in the Form 10-K.

 

Risks and Uncertainties

 

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

 

Inventory

 

Inventory consists of parts, work in progress and finished goods. The Company values parts and finished goods at the lower of the actual costs or net realizable value. The Company values work in progress at cost. The Company periodically reviews inventory for obsolete and potentially impaired items. As of September 30, 2024 and June 30, 2024, the Company had an allowance for inventory obsolescence of $15,471 and $14,791, respectively.

 

Intangible Assets

 

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

 

7

 

 

CLEANCORE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

 

Impairment of Goodwill

 

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

 

The Company performed its annual evaluation of goodwill on June 30, 2024. Based on the analysis, the Company did not recognize an impairment loss during the year ended June 30, 2024. Subsequent evaluations will be performed annually on June 30, per the Company’s policy.

 

Fair Value Measurements

 

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

 

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

 

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

 

Level 3 – Unobservable inputs.

 

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

 

Stock-based Compensation

 

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

 

Net Loss per Share of Common Stock

 

Basic net loss per class A and class B common share is calculated by dividing the net loss distributed to class A and class B, respectively, by the weighted-average number of common shares of each respective class outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, stock options, warrants and convertible debt are considered to be potentially dilutive securities. As of September 30, 2024 and June 30, 2024, there were 3,382,500 of potential common stock equivalents excluded from the diluted loss per share calculations as their effect is anti-dilutive. Because the Company has reported a net loss for the three months ended September 30, 2024 and 2023, diluted net loss per common share is the same as basic net loss per common share for such periods.

 

8

 

 

CLEANCORE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

 

New Accounting Pronouncements

 

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

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance in this update is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effects of this pronouncement on its financial statement disclosures.

 

3. Disaggregated Revenue

 

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

 

		Three Months Ended September 30,
		2024				2023
Janitorial and Sanitation		$	341,363			$	287,295
Ice System			2,140				2,441
Commercial and Residential Laundry			4,764				1,400
Other			16,633				34,548
Total revenue		$	364,900			$	325,684

 

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

 

4. Accounts Receivable, net

 

Accounts receivable, net consists of the following at:

 

		September 30, 2024				June 30, 2024
Trade accounts receivable		$	500,113			$	469,821
Allowance for doubtful accounts			(7,987	)			(2,535	)
Total accounts receivable, net		$	492,126			$	467,286

 

5. Prepaid Expenses and Other Current Assets

 

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

 

		September 30, 2024				June 30, 2024
Prepaid inventory parts		$	14,008			$	5,277
Prepaid insurance			22,014				32,943
Prepaid certification and fees			100,681				3,172
Prepaid other			60,746				13,973
Total prepaid expenses and other current assets		$	197,449			$	55,365

 

9

 

 

CLEANCORE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

 

6. Inventory

 

Inventory consists of the following at:

 

		September 30, 2024				June 30, 2024
Parts		$	512,130			$	503,004
Finished goods			222,588				184,112
Inventory reserve			(15,471	)			(14,790	)
Total inventory, net		$	719,247			$	672,326

 

The Company values inventory at the balance sheet date using the weighted average method. The Company adjusted the inventory reserve to $15,471 for the three months ended September 30, 2024, from $14,790 for the year ended June 30, 2024.

 

7. Intangible Assets

 

Intangible assets consist of the following at:

 

		September 30, 2024				June 30, 2024
Technology		$	600,000			$	600,000
Customer relationships			570,000				570,000
Trademarks			580,000				580,000
Total			1,750,000				1,750,000
Less: accumulated amortization			(301,576	)			(263,077	)
Total intangible assets, net		$	1,448,424			$	1,486,923

 

The Company holds 14 patents, which are included in technology. These patents cover the functions of the Company’s products that allow its machines to produce the ozone in the form of nanobubbles.

 

Amortization expense related to intangibles was $38,499 for the three months ended September 30, 2024 and 2023, respectively.

 

8. Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses consist of the following at:

 

		September 30, 2024				June 30, 2024
Accounts payable		$	291,066			$	176,077
Accrued interest			76,965				23,113
Accrued payroll and related expenses			33,936				59,943
Accrued pending litigation (Note13)			108,242				108,242
Warranty reserve			68,373				96,636
Accrued severance			10,000				70,000
Accrued legal			39,581				32,259
Other accrued expenses			16,432				7,686
Total accounts payable and other accrued expenses		$	644,595			$	573,956

 

10

 

 

CLEANCORE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

 

9. Debt

 

Burlington Promissory Note

 

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

 

On May 31, 2024, Burlington and Walker Water LLC (“WW”) entered into an allonge, assignment and agreement (the “Assignment Agreement”), pursuant to which Burlington agreed to transfer $633,840 of the note to WW. The Assignment Agreement also provided that the Company make a payment of $900,000 on May 31, 2024 to Burlington to reduce the principal amount of the note by $480,667 and pay the outstanding accrued interest of $419,333 in full. Also on May 31, 2024, the Company issued an amended and restated promissory note to Burlington (the “Amended Note”). The Amended Note has a new principal amount of $2,366,160, accrues interest at 8.5% per annum from October 17, 2022 (the date of the original note), which shall increase to 10% upon an event of default, and requires quarterly payments in the amount of $100,000 over the course of the next two and a half years, with a final payment of $1,396,881 due on April 1, 2027. The Amended Note may be prepaid at any time with no pre-payment penalty and contains customary events of default for a note of this type. As of September 30, 2024, the outstanding principal balance of this note is $1,885,493 and it has accrued interest of $59,006.

 

Pursuant to the Assignment Agreement, the Company also issued a promissory note to WW in the principal amount of $633,840 (the “New Note”). The New Note accrues interest at 8.5% per annum from October 17, 2022 (the date of the original note), which shall increase to 10% upon an event of default and is due on December 31, 2024. The New Note may be prepaid at any time with no pre-payment penalty and contains customary events of default for a note of this type. As of September 30, 2024, the outstanding principal balance of this note is $633,840 and it has accrued interest of $17,959.

 

Line of Credit

 

On June 28, 2024, the Company entered into a loan agreement with Arbor Bank for a revolving line of credit in the amount of $100,000 with a variable interest rate tied to the U.S. Prime Rate. Monthly payments of accrued interest are due beginning July 28, 2024. The principal and any outstanding accrued interest are due in full on June 28, 2025. As of September 30, 2024, there was no outstanding principal on this line of credit, and no required accrued interest.

 

11

 

 

CLEANCORE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

 

10. Related Party Transactions

 

The following due to related party balances were outstanding at:

 

		September 30, 2024				June 30, 2024
Due to founder – credit card		$	78,849			$	91,119

 

As of September 30, 2024 and June 30, 2024, the Company had a short term amount due to Clayton Adams, its Chief Executive Officer and founder, in the amount of $78,849 and $91,119, respectively for operational expenses paid by a credit card in his name. The Company has a verbal agreement with Mr. Adams to pay the credit card charges directly to the issuing financial institution as they become due and is current on these payments.

 

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

 

On October 17, 2022, the Company entered into a consulting agreement with Birddog Capital, LLC (“Birddog”), a limited liability company owned by Clayton Adams, a significant security holder at such time and the Company’s current Chief Executive Officer, pursuant to which the Company engaged Birddog to provide management services to the Company. Pursuant to the consulting agreement, the Company agreed to pay Birddog a monthly fee of $6,000 commencing on October 17, 2022. The Company also agreed to reimburse Birddog for all pre-approved business expenses. The term of the consulting agreement was for one (1) year. On April 1, 2024, the Company entered into a new consulting agreement with Birddog which provides for a monthly fee of $22,000. In addition, the Company agreed to pay Birddog $175,000 upon completion of the initial public offering and grant Birddog 500,000 restricted stock units, with 250,000 shares vesting immediately and 250,000 shares vesting eighteen months after issuance. The consulting agreement expires on October 23, 2025.

 

On July 27, 2023, the Company agreed to purchase approximately $105,000 worth of inventory from Nebraska C. Ozone, LLC, a related party business owned by Lisa Roskens, a significant stockholder and the principal officer of Burlington, due to an open purchase order that the Company’s predecessor had with an inventory vendor that was not included in the liabilities assumed from the predecessor per the terms of the acquisition purchase agreement. The inventory is to be purchased as needed, consistent with other inventory purchases. However, if the entire $105,000 amount is not purchased by March 31, 2024, the balance at that date begins accruing interest at a rate of seven percent (7%) per annum until it is paid in full. As of September 30, 2024, the Company has not purchased any of the inventory and as such, has accrued interest of $13,570.

 

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

 

12

 

 

CLEANCORE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

 

11. Stockholders’ Equity

 

Series Seed Preferred Stock

 

For the Three Months Ended September 30, 2023

 

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

 

As of September 30, 2023, 3,000,000 shares of series seed preferred stock were issued and outstanding.

 

For the Three Months Ended September 30, 2024

 

No shares of Series Seed Preferred Stock existed as of September 30, 2024.

 

Common Stock

 

For the Three Months Ended September 30, 2023

 

On July 17, 2023, the Company issued 940,000 shares of class B common stock upon the conversion of 940,000 shares of class A common stock. On July 24, 2023, the Company issued 370,000 shares of class B common stock upon the conversion of 370,000 shares of class A common stock.

 

As of September 30, 2023, there were 350,000 shares of class A common stock and 3,105,940 shares of class B common stock issued and outstanding.

 

For the Three Months Ended September 30, 2024

 

On July 12, 2024, the Company issued 5,000 shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan (as defined below). On September 19, 2024, the Company issued 4,166 shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

 

As of September 30, 2024, there were 270,000 shares of class A common stock and 7,970,085 shares of class B common stock issued and outstanding.

 

Stock Options

 

No options were issued during the three months ended September 30, 2024.

 

Warrants

 

No warrants were issued during the three months ended September 30, 2024.

 

Restricted Stock Awards

 

On September 19, 2024, the Company granted a restricted stock unit award under the 2022 Plan for 585,000 shares of class B common stock, of which 150,000 shares will vest in equal parts over the course of thirty-six (36) months, with 1/36th vesting each month commencing on the grant date and thereafter on the same day of the month as the grant date, and the remaining shares will vest as the Company achieves certain sales targets in a twelve-month period.

 

Stock-based Compensation

 

Total stock compensation expense for the three months ended September 30, 2024 was $182,400. Total stock compensation expense for the three months ended September 30, 2023 was $63,960. As of September 30, 2024, total unrecognized stock compensation expense was $1,014,374 with the weighted average period over which it is expected to be recognized of 2.11 years.

 

13

 

 

CLEANCORE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

 

12. Net loss per share

 

The following tables set forth the computation of basic and dilutive net loss per share of common stock:

 

		Three Months Ended September 30,
		2024								2023
Basic and diluted net loss per share		Class A				Class B				Class A				Class B
Numerator
Allocation of undistributed loss		$	(28,065	)		$	(828,017	)		$	(58,989	)		$	(378,305	)
Denominator
Weighted average number of shares used in per share computation			270,000				7,965,818				443,956				2,847,149
Basic and diluted net loss per share		$	(0.10	)		$	(0.10	)		$	(0.13	)		$	(0.13	)

 

13. Commitments and Contingencies

 

Legal Proceedings

 

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is aware of one legal claim and has accrued approximately $108,000 for such claim.

 

On August 20, 2024, the Company’s former Chief Executive Officer, Matthew Atkinson, filed a lawsuit against the Company in the State of Nebraska claiming compensation, unreimbursed expenses and accrued and unpaid vacation owed to him prior to his resignation in February 2024.

 

The Company is currently not aware of any other such legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results.

 

Leases

 

The Company has a non-cancellable operating lease commitment for its office facility expiring in 2028. Rent expense totaled $40,416 and $28,813 for the three months ended September 30, 2024 and 2023, respectively.

 

The following table discloses the lease cost, discount rate, and remaining lease term for operating leases as of September 30, 2024 and 2023:

 

		September 30, 2024				September 30, 2023
Operating lease cost		$	40,416			$	28,813
Remaining lease term			3.4 years				4.4 years
Discount rate			6.56	%			6.00	%

 

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

 

14

 

 

CLEANCORE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

 

The following table discloses the undiscounted cash flows on an annual basis and a reconciliation of the undiscounted cash flows of operating lease liabilities recognized in the balance sheet as of September 30, 2024:

 

Year Ended June 30,
2025 (remainder)		$	122,698
2026			167,226
2027			171,407
2028			116,160
Total undiscounted cash flows			577,490
Less amount representing interest			(59,336	)
Present value of lease liabilities			518,154
Less current portion			(135,077	)
Noncurrent lease liabilities		$	383,077

 

14.

Subsequent Events

 

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

 

On October 30, 2024, the Company issued 270,000 shares of class B common stock upon the conversion of 270,000 shares of class A common stock.

 

15

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

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

 

Use of Terms

 

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our” and “our company” refer to CleanCore Solutions, Inc., a Nevada corporation.

 

Special Note Regarding Forward Looking Statements

 

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

 

●

our goals and strategies;

 

●

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

 

●

expected changes in our revenue, costs or expenditures;

 

●

growth of and competition trends in our industry;

 

●

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

 

●

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

 

●

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

 

●

relevant government policies and regulations relating to our industry.

 

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, or the Form 10-K, and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

 

16

 

 

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

 

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

 

Overview

 

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

 

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

 

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

 

Principal Factors Affecting Our Financial Performance

 

Our operating results are primarily affected by the following factors:

 

●

our ability to acquire new customers or retain existing customers;

 

●

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

 

●

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

 

●

industry demand and competition; and

 

●

market conditions and our market position.

 

17

 

 

Emerging Growth Company

 

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

●

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

 

●

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

 

●

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

 

●

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

 

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

 

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.235 billion or more, (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our class B common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

Results of Operations

 

The following table sets forth key components of our results of operations for the three months ended September 30, 2024 and 2023, both in dollars and as a percentage of our revenue.

 

		Three Months Ended September 30,
		2024								2023
		Amount				% of Revenue				Amount				% of Revenue
Revenue		$	364,900				100.00	%		$	325,684				100.00	%
Cost of sales			179,401				49.16	%			152,575				46.85	%
Gross profit			185,499				50.84	%			173,109				53.15	%
Operating expenses:
General and administrative			916,214				251.09	%			509,876				156.56	%
Advertising expense			46,210				12.66	%			823				0.25	%
Depreciation and amortization expense			39,823				10.91	%			38,562				11.84	%
Loss from operations			(816,748	)			(223.83	)%			(376,152	)			(115.50	)%
Interest expense, net			39,334				10.78	%			61,142				18.77	%
Net loss		$	(856,082	)			(234.61	)%		$	(437,294	)			(134.27	)%

 

18

 

 

Revenue. We generate revenue from sales of our cleaning products. Our revenue increased by $39,216, or 12.04%, to $364,900 for the three months ended September 30, 2024 from $325,684 for the three months ended September 30, 2023. The increase is primarily due to an increased number of customers.

 

Cost of sales. Our cost of sales consists of raw materials, components and labor. Our cost of sales increased by $26,826, or 17.58%, to $179,401 for the three months ended September 30, 2024 from $152,575 for the three months ended September 30, 2023. As a percentage of revenue, cost of sales increased from 46.85% for the three months ended September 30, 2023 to 49.16% for the three months ended September 30, 2024. This increase was primarily due to an increase in sales and increase in demo expenses due to a change in sales strategy of providing customers considering large orders demonstration equipment at no cost.

 

Gross profit. As a result of the foregoing, our gross profit increased by $12,390, or 7.16%, to $185,499 for the three months ended September 30, 2024 from $173,109 for the three months ended September 30, 2023. As a percentage of revenue, gross profit decreased from 53.15% for the three months ended September 30, 2023 to 50.84% for the three months ended September 30, 2024.

 

General and administrative expenses. Our general and administrative expenses consist primarily of personnel expenses, including employee salaries and bonuses plus related payroll taxes, stock based compensation expense, professional advisor fees, bad debts, rent expense, insurance and other expenses incurred in connection with general operations. Our general and administrative expenses increased by $406,338, or 79.69%, to $916,214 for the three months ended September 30, 2024 from $509,876 for the three months ended September 30, 2023. As a percentage of revenue, our general and administrative expenses increased from 156.25% for the three months ended September 30, 2023 to 251.09% for the three months ended September 30, 2024. This increase was primarily due to $118,440 stock related compensation expense, $106,720 external accounting fees, $74,600 in consulting fees and $69,200 increase in director and officer insurance.

 

Advertising expenses. Our advertising expenses consist of vendor trade shows and various trade publications. Our advertising expenses increased by $45,387, or 5,514.82%, to $46,210 for the three months ended September 30, 2024 from $823 for the three months ended September 30, 2023. As a percentage of revenue, our advertising expenses increased from 0.25% for the three months ended September 30, 2023 to 12.66% for the three months ended September 30, 2024. Such increase was primarily due to a significant increase in our public relations activities.

 

Depreciation and amortization expense. We incurred depreciation and amortization expense of $39,823, or 10.91% of revenue, for the three months ended September 30, 2024, as compared to $38,562, or 11.84% of revenue, for the three months ended September 30, 2023.

 

Interest expense, net. We incurred interest expense, net, of $39,334, or 10.78% of revenue, for the three months ended September 30, 2024, as compared to $61,142, or 18.77% of revenue, for the three months ended September 30, 2023. The decrease is primarily due to interest expense for the 2024 period being offset by interest income of $17,153 from an interest bearing money market account opened in the fourth quarter of fiscal 2024.

 

Net loss. As a result of the cumulative effect of the factors described above, we had a net loss of $856,082 for the three months ended September 30, 2024, as compared to $437,294 for the three months ended September 30, 2023, an increase in loss of $418,788, or 95.77%.

 

19

 

 

Liquidity and Capital Resources

 

Our company has incurred losses and negative cash flows from operations. From October 17, 2022 (the date of the acquisition) through September 30, 2024, we have financed our operations primarily through private investor funding and an initial public offering. As of September 30, 2024, we had cash and cash equivalents of $1,210,382, a net loss for the three months ended September 30, 2024 of $856,082 and cash used in operating activities of $799,764.

 

Despite our initial public offering, management believes that currently available resources will not be sufficient to fund our planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about our company’s ability to continue as a going concern for 12 months from the date of issuance of the accompanying financial statements.

 

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

 

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

 

Summary of Cash Flow

 

The following table provides detailed information about our net cash flow for the nine months ended September 30, 2024.

 

		Three Months Ended September 30,
		2024				2023
Net cash used in operating activities		$	(799,764	)		$	(308,335	)
Net cash used in investing activities			(6,465	)			(1,015	)
Net cash used in financing activities			-				(19,726	)
Net decrease in cash			(806,229	)			(329,076	)
Cash at beginning of period			2,016,611				393,194
Cash at end of period		$	1,210,382			$	64,118

 

Net cash used in operating activities was $799,764 for the three months ended September 30, 2024, as compared to $308,335 for the three months ended September 30, 2023. For the three months ended September 30, 2024, our net loss of $856,082 and a decrease in prepaid expenses of $142,084, offset by an increase in non-cash stock based compensation expense of $182,400, were the primary drivers of net cash used in operating activities. For the three months ended September 30, 2023, our net loss of $437,294, a decrease in accounts payable and accrued liabilities of $144,224, a decrease in inventory of $77,026, and a decrease in accounts receivable of $66,233, offset by a non-cash interest expense of $208,248, an increase in prepaid expenses of $93,550 and stock based compensation of $63,960, were the primary drivers of the net cash used in operating activities.

 

20

 

 

Net cash used in investing activities was $6,465 for the three months ended September 30, 2024, as compared to $1,015 for the nine months ended September 30, 2023. The net cash used in investing activities for both periods consisted entirely of purchases of property and equipment.

 

Net cash used in financing activities was $0 for the three months ended September 30, 2024, as compared to $19,726 for the three months ended September 30, 2023. Net cash used in financing activities for the three months ended September 30, 2023 consisted of payments for deferred offering costs of $13,523 and repayment of related party loans of $6,203.

 

Debt

 

Please see Note 9 to our unaudited condensed financial statements above for a description of the terms of our outstanding debt.

 

Contractual Obligations

 

Our principal commitments consist mostly of obligations under the loans described in Note 9 to our unaudited condensed financial statements above. We also have a non-cancellable operating lease commitment for our office facility expiring in 2028 as described in Note 13 to the unaudited condensed financial statements above. Other than the foregoing, at September 30, 2024, we did not have other long-term debt obligations, capital (finance) lease obligations, operating lease obligations, purchase obligations or other long-term liabilities reflected on our statements of financial position.

 

Off-Balance Sheet Arrangements

 

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

 

Critical Accounting Policies and Estimates

 

The preparation of our unaudited condensed financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in the Form 10-K.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable.

 

21

 

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure information required to be disclosed in our reports that we file or furnish pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), as appropriate to allow for timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were not effective at a reasonable assurance level due to material weaknesses identified related to (1) the lack of a sufficient number of trained professionals with the expertise to design, implement, and execute a formal risk assessment process and formal accounting policies, procedures, and controls over accounting and financial reporting to ensure the timely and accurate recording of financial transactions while maintaining a segregation of duties; and (2) the lack of a sufficient number of trained professionals with the appropriate technical expertise with United States generally accepted accounting principles, or U.S. GAAP, to identify, evaluate, and account for complex transactions, including identification of related party transactions, and review valuation reports prepared by external specialists.

 

Changes in Internal Control over Financial Reporting

 

In preparing our financial statements as of and for the three months ended September 30, 2024, management identified material weaknesses in our internal control over financial reporting. The material weaknesses we identified related to (1) the lack of a sufficient number of trained professionals with the expertise to design, implement, and execute a formal risk assessment process and formal accounting policies, procedures, and controls over accounting and financial reporting to ensure the timely and accurate recording of financial transactions while maintaining a segregation of duties; and (2) the lack of a sufficient number of trained professionals with the appropriate U.S. GAAP technical expertise to identify, evaluate, and account for complex transactions and review valuation reports prepared by external specialists.

 

As disclosed in the Form 10-K, our management has identified the steps necessary to address the material weaknesses, and in the first quarter of fiscal year 2025, we continued to implement the following remedial procedures. We are planning on implementing measures designed to improve our internal control over financial reporting to remediate these material weaknesses, including formalizing our processes and internal control documentation and strengthening supervisory reviews by our financial management and hiring additional qualified accounting and finance personnel and engaging financial consultants to enable the implementation of internal control over financial reporting and segregating duties amongst accounting and finance personnel.

 

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

 

In accordance with the provisions of the JOBS Act, we and our independent registered public accounting firm were not required to, and did not, perform an evaluation of our internal control over financial reporting as of September 30, 2024. Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act.

 

Inherent Limitations on Effectiveness of Controls

 

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

 

22

 

 

PART II

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

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

 

On August 20, 2024, Matthew Atkinson, our former Chief Executive Officer and a significant stockholder, filed a complaint against our company in the District Court of Douglas County, Nebraska. In his complaint, he alleges that we failed to pay him compensation in the amount of $123,625.76, unreimbursed expenses in the amount of $1,815.25, and accrued and unpaid vacation in the amount of $6,153.84, or $131,594.85 in the aggregate. He alleges that we are obligated to pay him these amounts under an executive employment agreement between him and our company, and that he had become entitled to these amounts before he resigned his employment in February 2024. Based on these allegations, Mr. Atkinson asserts in his complaint causes of action for violation of the Nebraska Wage Payment and Collection Act, or the Act, breach of contract, and promissory estoppel. His complaints asks for a judgment that: (a) awards him damages in amount to be proved at trial but no less than $131,594.85, (b) assesses a penalty against our company pursuant to the Act in the amount of $263,189.70, and (c) awards Mr. Atkinson an amount for his reasonable costs and attorney’s fees incurred in litigating this matter and pre- and post-judgment interest.

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

We have not sold any unregistered equity securities during the three months ended September 30, 2024 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter.

 

We did not repurchase any shares of our common stock during the three months ended September 30, 2024.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

23

 

 

ITEM 6. EXHIBITS.

 

Exhibit No.		Description of Exhibit
3.1		Articles of Incorporation of CleanCore Solutions, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on October 10, 2023)
3.2		Bylaws of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on October 10, 2023)
4.1		Class B Common Stock Purchase Warrant issued to Boustead Securities, LLC on April 30, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 1, 2024)
10.1		Sole Distributorship Contract, dated September 10, 2024, between CleanCore Solutions, Inc. and Consensus B.V. (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed on September 20, 2024)
10.2		Product Development Proposal, dated August 20, 2024, between CleanCore Solutions, Inc. and Business International Incorporation (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed on September 20, 2024)
31.1*		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

*

Filed herewith

**

Furnished herewith

 

24

 

 

SIGNATURES

 

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

 

Date: November 13, 2024	CLEANCORE SOLUTIONS, INC.
	/s/ Clayton Adams
	Name:	Clayton Adams
	Title:	Chief Executive Officer
		(Principal Executive Officer)
	/s/ David Enholm
	Name:	David Enholm
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

25

 

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, Clayton Adams, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of CleanCore Solutions, 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: November 13, 2024

 

	/s/ Clayton Adams
	Clayton Adams
	Chief Executive Officer (Principal Executive Officer)

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, David Enholm, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of CleanCore Solutions, 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: November 13, 2024

 

	/s/ David Enholm
	David Enholm
	Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned Chief Executive Officer of CLEANCORE SOLUTIONS, INC. (the “Company”), DOES HEREBY CERTIFY that:

 

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, the undersigned has executed this statement on November 13, 2024.

 

	/s/ Clayton Adams
	Clayton Adams
	Chief Executive Officer (Principal Executive Officer)

 

A signed original of this written statement required by Section 906 has been provided to CleanCore Solutions, Inc. and will be retained by CleanCore Solutions, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be 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.

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned Chief Financial Officer of CLEANCORE SOLUTIONS, INC. (the “Company”), DOES HEREBY CERTIFY that:

 

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, the undersigned has executed this statement on November 13, 2024.

 

	/s/ David Enholm
	David Enholm
	Chief Financial Officer (Principal Financial and Accounting Officer)

 

A signed original of this written statement required by Section 906 has been provided to CleanCore Solutions, Inc. and will be retained by CleanCore Solutions, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be 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.

 

Cover - shares	3 Months Ended
	Sep. 30, 2024	Nov. 12, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	CleanCore Solutions, Inc.
Entity Central Index Key	0001956741
Entity File Number	001-42033
Entity Tax Identification Number	88-4042082
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--06-30
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	5920 S 118th Circle
Entity Address, City or Town	Omaha
Entity Address, Country	NE
Entity Address, Postal Zip Code	68137
Entity Phone Fax Numbers [Line Items]
City Area Code	(877)
Local Phone Number	860-3030
Entity Listings [Line Items]
Title of 12(b) Security	Class B Common Stock, par value $0.0001 per share
Trading Symbol	ZONE
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		8,244,251
Former Address [Member]
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	13714 A Street
Entity Address, City or Town	Omaha
Entity Address, Country	NE
Entity Address, Postal Zip Code	68144

Condensed Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Current assets:
Cash and cash equivalents	$ 1,210,382	$ 2,016,611
Accounts receivable, net	492,126	467,286
Inventory, net	719,247	672,326
Prepaid expenses and other current assets	197,449	55,365
Total current assets	2,619,204	3,211,588
Property and equipment, net	15,713	10,572
Right of use assets	493,015	524,818
Intangibles, net	1,448,424	1,486,923
Goodwill	2,237,910	2,237,910
Other assets	9,440	9,440
Total assets	6,823,706	7,481,251
Current liabilities:
Accounts payable and accrued expenses	644,595	573,956
Deferred revenue		10,395
Lease liability - current	135,077	131,887
Note payable - current	759,019	698,149
Total current liabilities	1,617,540	1,505,506
Lease liability – non current	383,077	418,104
Note payable – non current	1,760,314	1,821,184
Total liabilities	3,760,931	3,744,794
Commitments and contingencies (Note 13)
Stockholders’ Equity
Additional paid-in capital	11,222,982	11,040,583
Accumulated deficit	(8,161,031)	(7,304,949)
Total stockholders’ equity	3,062,775	3,736,457
Total liabilities and stockholders’ equity	6,823,706	7,481,251
Related Party
Current liabilities:
Due to related parties	78,849	91,119
Class A Common Stock
Stockholders’ Equity
Common stock value	27	27
Class B Common Stock
Stockholders’ Equity
Common stock value	$ 797	$ 796

Condensed Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2024	Jun. 30, 2024
Class A Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	270,000	270,000
Common stock, shares outstanding	270,000	270,000
Class B Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	7,970,085	7,960,919
Common stock, shares outstanding	7,970,085	7,960,919

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Revenue, net	$ 364,900	$ 325,684
Cost of sales (exclusive of depreciation shown separately below)	179,401	152,575
Gross profit	185,499	173,109
Operating expenses:
General and administrative	916,214	509,876
Advertising expense	46,210	823
Depreciation and amortization expense	39,823	38,562
Loss from operations	(816,748)	(376,152)
Interest expense, net	39,334	61,142
Net loss	$ (856,082)	$ (437,294)
Class A and Class B Stock
Operating expenses:
Net loss per share Class A and Class B stock, basic (in Dollars per share)	$ (0.1)	$ (0.13)
Net loss per share Class A and Class B stock, diluted (in Dollars per share)	(0.1)	(0.13)
Class A Common Stock
Operating expenses:
Net loss per share Class A and Class B stock, basic (in Dollars per share)	(0.1)	(0.13)
Net loss per share Class A and Class B stock, diluted (in Dollars per share)	$ (0.1)	$ (0.13)
Weighted average shares used in computing net loss per share, basic (in Shares)	270,000	443,956
Weighted average shares used in computing net loss per share, diluted (in Shares)	270,000	443,956
Class B Common Stock
Operating expenses:
Net loss per share Class A and Class B stock, basic (in Dollars per share)	$ (0.1)	$ (0.13)
Net loss per share Class A and Class B stock, diluted (in Dollars per share)	$ (0.1)	$ (0.13)
Weighted average shares used in computing net loss per share, basic (in Shares)	7,965,818	2,847,149
Weighted average shares used in computing net loss per share, diluted (in Shares)	7,965,818	2,847,149

Condensed Statements of Stockholders’ Equity (Unaudited) - USD ($)	Common Stock Class A	Common Stock Class B	Additional Paid in Capital	Accumulated Deficit	Preferred Stock Series Seed	Total
Balance at Jun. 30, 2023	$ 66	$ 180	$ 6,768,775	$ (5,023,207)	$ 400	$ 1,746,214
Balance (in Shares) at Jun. 30, 2023	660,000	1,795,940			4,000,000
Conversion of class A common stock into class B common stock	$ (131)	$ 131
Conversion of class A common stock into class B common stock (in Shares)	(1,310,000)	1,310,000
Conversion of series seed preferred stock into class A common stock	$ 100				$ (100)
Conversion of series seed preferred stock into class A common stock (in Shares)	1,000,000				(1,000,000)
Stock based compensation – 2022 Equity Incentive Plan			63,960			63,960
Net loss for the period				(437,294)		(437,294)
Balance at Sep. 30, 2023	$ 35	$ 311	6,832,735	(5,460,501)	$ 300	1,372,880
Balance (in Shares) at Sep. 30, 2023	350,000	3,105,940			3,000,000
Balance at Jun. 30, 2024	$ 27	$ 796	11,040,583	(7,304,949)		3,736,457
Balance (in Shares) at Jun. 30, 2024	270,000	7,960,919
Issuance of class B common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan		$ 1	21,514			21,515
Issuance of class B common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan (in Shares)		9,166
Stock based compensation – 2022 Equity Incentive Plan			160,885			160,885
Net loss for the period				(856,082)		(856,082)
Balance at Sep. 30, 2024	$ 27	$ 797	$ 11,222,982	$ (8,161,031)		$ 3,062,775
Balance (in Shares) at Sep. 30, 2024	270,000	7,970,085

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net loss	$ (856,082)	$ (437,294)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	39,823	38,562
Accretion of note payable discount		4,500
Non cash interest expense	56,331	208,248
Stock based compensation	182,400	63,960
Non cash lease expense	(34)	492
Provision for bad debt and write-off of on uncollectable accounts	5,563	7,130
Changes in operating assets and liabilities:
Accounts receivable	(30,403)	(66,233)
Inventory	(46,921)	(77,026)
Prepaid expenses	(142,084)	93,550
Deferred revenue	(10,395)
Due to related parties	(12,270)
Accounts payable and accrued liabilities	14,308	(144,224)
Net cash used in operating activities	(799,764)	(308,335)
Investing activities
Purchase of property and equipment	(6,465)	(1,015)
Net cash used in investing activities	(6,465)	(1,015)
Financing activities
Repayment of loans from related parties		(6,203)
Payments for deferred offering costs		(13,523)
Net cash used in financing activities		(19,726)
Net decrease in cash	(806,229)	(329,076)
Cash and cash equivalents at beginning of period	2,016,611	393,194
Cash and cash equivalents at the end of period	1,210,382	64,118
Supplementary cash flow disclosure
Interest paid
Unpaid deferred offering costs		$ 212,801

Organization and Business	3 Months Ended
	Sep. 30, 2024
Organization and Business [Abstract]
Organization and Business	1. Organization and Business   CC Acquisition Corp. was incorporated in the State of Nevada on August 23, 2022 for the sole purpose of acquiring substantially all of the assets of CleanCore Solutions, LLC, TetraClean Systems, LLC, and Food Safety Technologies, LLC, pursuant to an asset purchase agreement entered into by CC Acquisition Corp. with these three entities and their owners on October 17, 2022. On November 21, 2022, CC Acquisition Corp. changed its name to CleanCore Solutions, Inc. (the “Company”). Since the Company acquired substantially all of the assets of each of CleanCore Solutions, LLC, TetraClean Systems, LLC, and Food Safety Technologies, LLC, the business of these three entities is now operated by the Company, with no subsidiaries.   The Company specializes in the development and production of cleaning products that produce pure aqueous ozone products for professional, industrial, or home use. The Company has a patented nanobubble technology using aqueous ozone that it believes is highly effective in cleaning, sanitizing, and deodorizing surfaces and high-touch areas.   The Company offers products and solutions that are marketed for janitorial and sanitation, ice machine cleaning, laundry, and industrial industries. Its products are used in many types of environments including retail establishments, distribution centers, factories, warehouses, restaurants, schools and universities, airports, healthcare, food service, and commercial buildings such as offices, malls, and stores.   The headquarters, principal address and records of the Company are located at 5920 South 118th Circle, Suite 2, Omaha, Nebraska.   Initial Public Offering   On April 30, 2024, the Company closed its initial public offering of 1,250,000 shares of class B common stock at a price to the public of $4.00 per share for gross offering proceeds of $5,000,0000, before deducting underwriting discounts, commissions, and offering expenses payable by the Company. After deducting underwriting discounts, commissions and other offering costs, the Company received net proceeds of $3,343,547.   Liquidity   The Company has incurred losses and negative cash flows from operations. From October 17, 2022 (the date of the acquisition) through September 30, 2024, the Company has financed its operations primarily through investor funding. As of September 30, 2024, the Company had cash of $1,210,382, a net loss of $856,082, and cash used in operating activities of $799,764. In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern, management is required to perform a two-step analysis over the Company’s ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the date the financial statements are issued. If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt.   Despite the initial public offering described above, management believes that currently available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about the Company’s ability to continue as a going concern for 12 months from the date of issuance of these financial statements.   The Company will be dependent upon the raising of additional capital through equity and/or debt financing in order to implement its business plan and generate sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.   The accompanying financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business.

Summary of Significant Accounting Policies	3 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies   Basis of Presentation   The accompanying unaudited interim financial statements as of and for the three months ended September 30, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual audited 2024 financial statements, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on September 20, 2024 (the “Form 10-K”). The results of operations for interim periods are not necessarily indicative of results to be expected for the fiscal year ending June 30, 2025 or for any other future annual or interim period.   The preparation of financial statements in conformity with U.S. GAAP 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. Although management believes these estimates and assumptions are adequate, actual results could differ from the estimates and assumptions used.   The fiscal 2024 year-end balance sheet data was derived from audited financial statements, and certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to SEC rules or regulations; however, the Company believes the disclosures made are adequate to make the information presented not misleading.   A complete listing of the Company’s significant accounting policies is discussed in Note 2 – Summary of Significant Accounting Policies in the Notes to Financial Statements included in the Form 10-K.   Risks and Uncertainties   The Company is subject to a number of risks similar to other early-stage companies including, but not limited to, profitability, the need for additional financing to achieve its business strategy, ability to obtain regulatory approval, significant competition, and dependence on key individuals.   Inventory   Inventory consists of parts, work in progress and finished goods. The Company values parts and finished goods at the lower of the actual costs or net realizable value. The Company values work in progress at cost. The Company periodically reviews inventory for obsolete and potentially impaired items. As of September 30, 2024 and June 30, 2024, the Company had an allowance for inventory obsolescence of $15,471 and $14,791, respectively.   Intangible Assets   Intangible assets primarily consist of existing technology, customer relationships, and trademarks obtained as a result of the acquisition on October 17, 2022. Intangible assets with definite lives are amortized based on their pattern of economic benefit over their estimated useful lives and reviewed periodically for impairment. The Company’s trademarks are deemed to have an indefinite life. The estimated useful life of the acquired technology is 15 years while the estimated useful life of the customer relationships is 5 years.   Impairment of Goodwill   The Company evaluates goodwill for impairment annually, as of June 30, or more frequently when indicators of impairment exist. The Company considers qualitative factors including market conditions, legal factors, operating performance indicators, and competition, among others, to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative impairment test. In performing the quantitative impairment test, the Company compares the fair value of its reporting unit to the carrying amount including the goodwill of the reporting unit. If the carrying value, including goodwill, exceeds the reporting unit’s fair value, the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value.   The Company performed its annual evaluation of goodwill on June 30, 2024. Based on the analysis, the Company did not recognize an impairment loss during the year ended June 30, 2024. Subsequent evaluations will be performed annually on June 30, per the Company’s policy.   Fair Value Measurements   The fair value of the Company’s financial instruments reflects the amounts that the Company estimates it will receive in connection with the sale of an asset in an orderly transaction between market participants at the measurement date (exit price). The fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels:   Level 1 – Quoted prices in active markets for identical assets and liabilities.   Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets.   Level 3 – Unobservable inputs.   Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial assets are subject to fair value measurements on a recurring basis. The Company’s remaining carrying amounts reported in the condensed balance sheets of these financial assets are a reasonable estimate of fair value due to their short-term nature or because their stated interest rates are indicative of market interest rates.   Stock-based Compensation   Compensation expense is recognized for all stock-based payments to employees and nonemployees, including stock options, restricted stock awards, and warrants, in the statements of operation based on the fair value of the awards that are granted. As necessary, the Company’s stock price at the date of grant was estimated using an acceptable valuation technique such as the probability-weighted expected return model. The fair value of stock options and warrants are estimated at the date of grant using the Black-Scholes option-pricing model. The fair value of restricted stock awards is based on the fair market value of the Company’s class B common stock on the date of grant. Compensation expense for restricted stock awards with performance-based vesting conditions is calculated based on the number of awards that are expected to vest during the performance period if it is probable that the performance metrics will be achieved. Generally, measured compensation cost, net of actual forfeitures, is recognized on a straight-line basis over the vesting period of the related stock-based compensation award. The Company accounts for forfeitures of stock-based awards as they occur.   Net Loss per Share of Common Stock   Basic net loss per class A and class B common share is calculated by dividing the net loss distributed to class A and class B, respectively, by the weighted-average number of common shares of each respective class outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, stock options, warrants and convertible debt are considered to be potentially dilutive securities. As of September 30, 2024 and June 30, 2024, there were 3,382,500 of potential common stock equivalents excluded from the diluted loss per share calculations as their effect is anti-dilutive. Because the Company has reported a net loss for the three months ended September 30, 2024 and 2023, diluted net loss per common share is the same as basic net loss per common share for such periods.   New Accounting Pronouncements   In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid and effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the effects of this pronouncement on its financial statements and disclosures.   In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance in this update is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effects of this pronouncement on its financial statement disclosures.

Disaggregated Revenue	3 Months Ended
	Sep. 30, 2024
Disaggregated Revenue [Abstract]
Disaggregated Revenue	3. Disaggregated Revenue   The following table disaggregates revenue by product category for the following periods ended:       Three Months Ended September 30,       2024     2023   Janitorial and Sanitation   $ 341,363     $ 287,295   Ice System     2,140       2,441   Commercial and Residential Laundry     4,764       1,400   Other     16,633       34,548   Total revenue   $ 364,900     $ 325,684     The “Other” category of revenue consists primarily of sales of parts, accessories, shipping and handling, and equipment rental income.

Accounts Receivable, Net	3 Months Ended
	Sep. 30, 2024
Accounts Receivable, Net [Abstract]
Accounts Receivable, net	4. Accounts Receivable, net   Accounts receivable, net consists of the following at:       September 30, 2024     June 30, 2024   Trade accounts receivable   $ 500,113     $ 469,821   Allowance for doubtful accounts     (7,987 )     (2,535 ) Total accounts receivable, net   $ 492,126     $ 467,286

Prepaid Expenses and Other Current Assets	3 Months Ended
	Sep. 30, 2024
Prepaid Expenses and Other Current Assets [Abstract]
Prepaid Expenses and Other Current Assets	5. Prepaid Expenses and Other Current Assets   Prepaid expenses and other current assets consists of the following at:       September 30, 2024     June 30, 2024   Prepaid inventory parts   $ 14,008     $ 5,277   Prepaid insurance     22,014       32,943   Prepaid certification and fees     100,681       3,172   Prepaid other     60,746       13,973   Total prepaid expenses and other current assets   $ 197,449     $ 55,365

Inventory	3 Months Ended
	Sep. 30, 2024
Inventory [Abstract]
Inventory	6. Inventory   Inventory consists of the following at:       September 30, 2024     June 30, 2024   Parts   $ 512,130     $ 503,004   Finished goods     222,588       184,112   Inventory reserve     (15,471 )     (14,790 ) Total inventory, net   $ 719,247     $ 672,326     The Company values inventory at the balance sheet date using the weighted average method. The Company adjusted the inventory reserve to $15,471 for the three months ended September 30, 2024, from $14,790 for the year ended June 30, 2024.

Intangible Assets	3 Months Ended
	Sep. 30, 2024
Intangible Assets [Abstract]
Intangible Assets	7. Intangible Assets   Intangible assets consist of the following at:       September 30, 2024     June 30, 2024   Technology   $ 600,000     $ 600,000   Customer relationships     570,000       570,000   Trademarks     580,000       580,000   Total     1,750,000       1,750,000   Less: accumulated amortization     (301,576 )     (263,077 ) Total intangible assets, net   $ 1,448,424     $ 1,486,923     The Company holds 14 patents, which are included in technology. These patents cover the functions of the Company’s products that allow its machines to produce the ozone in the form of nanobubbles.   Amortization expense related to intangibles was $38,499 for the three months ended September 30, 2024 and 2023, respectively.

Accounts Payable and Accrued Expenses	3 Months Ended
	Sep. 30, 2024
Accounts Payable and Accrued Expenses [Abstract]
Accounts Payable and Accrued Expenses	8. Accounts Payable and Accrued Expenses   Accounts payable and accrued expenses consist of the following at:       September 30, 2024     June 30, 2024   Accounts payable   $ 291,066     $ 176,077   Accrued interest     76,965       23,113   Accrued payroll and related expenses     33,936       59,943   Accrued pending litigation (Note13)     108,242       108,242   Warranty reserve     68,373       96,636   Accrued severance     10,000       70,000   Accrued legal     39,581       32,259   Other accrued expenses     16,432       7,686   Total accounts payable and other accrued expenses   $ 644,595     $ 573,956

Debt	3 Months Ended
	Sep. 30, 2024
Debt [Abstract]
Debt	9. Debt   Burlington Promissory Note   In connection with the acquisition on October 17, 2022, the Company issued a promissory note in the principal amount of $3,000,000 to the seller, Burlington Capital, LLC (“Burlington”), which bore interest at 7% per annum and was to mature on October 17, 2023. On September 13, 2023, the parties signed an extension agreement, pursuant to which the interest rate was increased to 10% per annum and the maturity date was extended to the earlier of (a) the closing of a firm commitment initial public offering and concurrent listing on a national securities exchange or (b) December 17, 2023. On December 17, 2023, the parties signed a second extension agreement, pursuant to which the maturity date was extended to the earlier of (a) the closing of a firm commitment initial public offering and concurrent listing on a national securities exchange or (b) April 4, 2024. On April 30, 2024, the Company and Burlington entered into an extension agreement which extended the maturity date to May 9, 2024.   On May 31, 2024, Burlington and Walker Water LLC (“WW”) entered into an allonge, assignment and agreement (the “Assignment Agreement”), pursuant to which Burlington agreed to transfer $633,840 of the note to WW. The Assignment Agreement also provided that the Company make a payment of $900,000 on May 31, 2024 to Burlington to reduce the principal amount of the note by $480,667 and pay the outstanding accrued interest of $419,333 in full. Also on May 31, 2024, the Company issued an amended and restated promissory note to Burlington (the “Amended Note”). The Amended Note has a new principal amount of $2,366,160, accrues interest at 8.5% per annum from October 17, 2022 (the date of the original note), which shall increase to 10% upon an event of default, and requires quarterly payments in the amount of $100,000 over the course of the next two and a half years, with a final payment of $1,396,881 due on April 1, 2027. The Amended Note may be prepaid at any time with no pre-payment penalty and contains customary events of default for a note of this type. As of September 30, 2024, the outstanding principal balance of this note is $1,885,493 and it has accrued interest of $59,006.   Pursuant to the Assignment Agreement, the Company also issued a promissory note to WW in the principal amount of $633,840 (the “New Note”). The New Note accrues interest at 8.5% per annum from October 17, 2022 (the date of the original note), which shall increase to 10% upon an event of default and is due on December 31, 2024. The New Note may be prepaid at any time with no pre-payment penalty and contains customary events of default for a note of this type. As of September 30, 2024, the outstanding principal balance of this note is $633,840 and it has accrued interest of $17,959.   Line of Credit   On June 28, 2024, the Company entered into a loan agreement with Arbor Bank for a revolving line of credit in the amount of $100,000 with a variable interest rate tied to the U.S. Prime Rate. Monthly payments of accrued interest are due beginning July 28, 2024. The principal and any outstanding accrued interest are due in full on June 28, 2025. As of September 30, 2024, there was no outstanding principal on this line of credit, and no required accrued interest.

Related Party Transactions	3 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	10. Related Party Transactions   The following due to related party balances were outstanding at:       September 30, 2024     June 30, 2024   Due to founder – credit card   $ 78,849     $ 91,119     As of September 30, 2024 and June 30, 2024, the Company had a short term amount due to Clayton Adams, its Chief Executive Officer and founder, in the amount of $78,849 and $91,119, respectively for operational expenses paid by a credit card in his name. The Company has a verbal agreement with Mr. Adams to pay the credit card charges directly to the issuing financial institution as they become due and is current on these payments.   On October 4, 2022, the Company issued a promissory note to each of Matthew Atkinson, the Company’s Chief Executive Officer at such time, and Clayton Adams, the Company’s President at such time, in the principal amount of $104,450 each for a total of $208,900. These notes bore interest at a rate of 5% per annum beginning on the 30th day after issuance and were due on the 60th day following written demand from the holder. On May 29, 2024, the Company repaid these two promissory notes, including interest accrued of $8,506 each.   On October 17, 2022, the Company entered into a consulting agreement with Birddog Capital, LLC (“Birddog”), a limited liability company owned by Clayton Adams, a significant security holder at such time and the Company’s current Chief Executive Officer, pursuant to which the Company engaged Birddog to provide management services to the Company. Pursuant to the consulting agreement, the Company agreed to pay Birddog a monthly fee of $6,000 commencing on October 17, 2022. The Company also agreed to reimburse Birddog for all pre-approved business expenses. The term of the consulting agreement was for one (1) year. On April 1, 2024, the Company entered into a new consulting agreement with Birddog which provides for a monthly fee of $22,000. In addition, the Company agreed to pay Birddog $175,000 upon completion of the initial public offering and grant Birddog 500,000 restricted stock units, with 250,000 shares vesting immediately and 250,000 shares vesting eighteen months after issuance. The consulting agreement expires on October 23, 2025.   On July 27, 2023, the Company agreed to purchase approximately $105,000 worth of inventory from Nebraska C. Ozone, LLC, a related party business owned by Lisa Roskens, a significant stockholder and the principal officer of Burlington, due to an open purchase order that the Company’s predecessor had with an inventory vendor that was not included in the liabilities assumed from the predecessor per the terms of the acquisition purchase agreement. The inventory is to be purchased as needed, consistent with other inventory purchases. However, if the entire $105,000 amount is not purchased by March 31, 2024, the balance at that date begins accruing interest at a rate of seven percent (7%) per annum until it is paid in full. As of September 30, 2024, the Company has not purchased any of the inventory and as such, has accrued interest of $13,570.   On March 26, 2024, the Company entered into a loan agreement with Clayton Adams, a significant stockholder, pursuant to which the Company issued a revolving credit note to Mr. Adams in the principal amount of up to $500,000. Pursuant to the loan agreement and note, Mr. Adams agreed to provide advances to the Company upon request during the period commencing on April 25, 2024 and continuing until the second anniversary of such date, which is referred to as the maturity date. This note accrues simple interest on the outstanding principal amount at the rate of 8% per annum, with all principal and interest due on the maturity date; provided that upon an event of default (as defined in the note), such rate shall increase to 13%. The Company may prepay the note at any time without penalty or premium. The note is unsecured and contains customary events of default for a loan of this type. As of September 30, 2024, no advances have been made and the principal amount of this note is $0.

Stockholders' Equity	3 Months Ended
	Sep. 30, 2024
Stockholders’ Equity [Abstract]
Stockholders' Equity	11. Stockholders’ Equity   Series Seed Preferred Stock   For the Three Months Ended September 30, 2023   On July 16, 2023, the Company issued 1,000,000 shares of class A common stock upon the conversion of 1,000,000 shares of series seed preferred stock.   As of September 30, 2023, 3,000,000 shares of series seed preferred stock were issued and outstanding.   For the Three Months Ended September 30, 2024   No shares of Series Seed Preferred Stock existed as of September 30, 2024.   Common Stock   For the Three Months Ended September 30, 2023   On July 17, 2023, the Company issued 940,000 shares of class B common stock upon the conversion of 940,000 shares of class A common stock. On July 24, 2023, the Company issued 370,000 shares of class B common stock upon the conversion of 370,000 shares of class A common stock.   As of September 30, 2023, there were 350,000 shares of class A common stock and 3,105,940 shares of class B common stock issued and outstanding.   For the Three Months Ended September 30, 2024   On July 12, 2024, the Company issued 5,000 shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan (as defined below). On September 19, 2024, the Company issued 4,166 shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.   As of September 30, 2024, there were 270,000 shares of class A common stock and 7,970,085 shares of class B common stock issued and outstanding.   Stock Options   No options were issued during the three months ended September 30, 2024.   Warrants   No warrants were issued during the three months ended September 30, 2024.   Restricted Stock Awards   On September 19, 2024, the Company granted a restricted stock unit award under the 2022 Plan for 585,000 shares of class B common stock, of which 150,000 shares will vest in equal parts over the course of thirty-six (36) months, with 1/36th vesting each month commencing on the grant date and thereafter on the same day of the month as the grant date, and the remaining shares will vest as the Company achieves certain sales targets in a twelve-month period.   Stock-based Compensation   Total stock compensation expense for the three months ended September 30, 2024 was $182,400. Total stock compensation expense for the three months ended September 30, 2023 was $63,960. As of September 30, 2024, total unrecognized stock compensation expense was $1,014,374 with the weighted average period over which it is expected to be recognized of 2.11 years.

Net Loss Per Share	3 Months Ended
	Sep. 30, 2024
Net Loss Per Share [Abstract]
Net loss per share	12. Net loss per share   The following tables set forth the computation of basic and dilutive net loss per share of common stock:       Three Months Ended September 30,       2024     2023   Basic and diluted net loss per share   Class A     Class B     Class A     Class B   Numerator                                 Allocation of undistributed loss   $ (28,065 )   $ (828,017 )   $ (58,989 )   $ (378,305 ) Denominator                                 Weighted average number of shares used in per share computation     270,000       7,965,818       443,956       2,847,149   Basic and diluted net loss per share   $ (0.10 )   $ (0.10 )   $ (0.13 )   $ (0.13 )

Commitments and Contingencies	3 Months Ended
	Sep. 30, 2024
Commitments and Contingencies [Abstract]
Commitments and Contingencies	13. Commitments and Contingencies   Legal Proceedings   From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is aware of one legal claim and has accrued approximately $108,000 for such claim.   On August 20, 2024, the Company’s former Chief Executive Officer, Matthew Atkinson, filed a lawsuit against the Company in the State of Nebraska claiming compensation, unreimbursed expenses and accrued and unpaid vacation owed to him prior to his resignation in February 2024.   The Company is currently not aware of any other such legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results.   Leases   The Company has a non-cancellable operating lease commitment for its office facility expiring in 2028. Rent expense totaled $40,416 and $28,813 for the three months ended September 30, 2024 and 2023, respectively.   The following table discloses the lease cost, discount rate, and remaining lease term for operating leases as of September 30, 2024 and 2023:       September 30, 2024     September 30, 2023   Operating lease cost   $ 40,416     $ 28,813   Remaining lease term     3.4 years       4.4 years   Discount rate     6.56 %     6.00 %   The discount rate was determined using the Company’s external debt and was adjusted for collateralization, term and lease amount.   The following table discloses the undiscounted cash flows on an annual basis and a reconciliation of the undiscounted cash flows of operating lease liabilities recognized in the balance sheet as of September 30, 2024:   Year Ended June 30, 2025 (remainder)   $ 122,698   2026     167,226   2027     171,407   2028     116,160   Total undiscounted cash flows     577,490   Less amount representing interest     (59,336 ) Present value of lease liabilities     518,154   Less current portion     (135,077 ) Noncurrent lease liabilities   $ 383,077

Subsequent Events	3 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	14. Subsequent Events   On October 19, 2024, the Company issued 4,166 shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.   On October 30, 2024, the Company issued 270,000 shares of class B common stock upon the conversion of 270,000 shares of class A common stock.

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (856,082)	$ (437,294)

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)	3 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim financial statements as of and for the three months ended September 30, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual audited 2024 financial statements, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on September 20, 2024 (the “Form 10-K”). The results of operations for interim periods are not necessarily indicative of results to be expected for the fiscal year ending June 30, 2025 or for any other future annual or interim period. The preparation of financial statements in conformity with U.S. GAAP 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. Although management believes these estimates and assumptions are adequate, actual results could differ from the estimates and assumptions used. The fiscal 2024 year-end balance sheet data was derived from audited financial statements, and certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to SEC rules or regulations; however, the Company believes the disclosures made are adequate to make the information presented not misleading. A complete listing of the Company’s significant accounting policies is discussed in Note 2 – Summary of Significant Accounting Policies in the Notes to Financial Statements included in the Form 10-K.
Risks and Uncertainties	Risks and Uncertainties The Company is subject to a number of risks similar to other early-stage companies including, but not limited to, profitability, the need for additional financing to achieve its business strategy, ability to obtain regulatory approval, significant competition, and dependence on key individuals.
Inventory	Inventory Inventory consists of parts, work in progress and finished goods. The Company values parts and finished goods at the lower of the actual costs or net realizable value. The Company values work in progress at cost. The Company periodically reviews inventory for obsolete and potentially impaired items. As of September 30, 2024 and June 30, 2024, the Company had an allowance for inventory obsolescence of $15,471 and $14,791, respectively.
Intangible Assets	Intangible Assets Intangible assets primarily consist of existing technology, customer relationships, and trademarks obtained as a result of the acquisition on October 17, 2022. Intangible assets with definite lives are amortized based on their pattern of economic benefit over their estimated useful lives and reviewed periodically for impairment. The Company’s trademarks are deemed to have an indefinite life. The estimated useful life of the acquired technology is 15 years while the estimated useful life of the customer relationships is 5 years.
Impairment of Goodwill	Impairment of Goodwill The Company evaluates goodwill for impairment annually, as of June 30, or more frequently when indicators of impairment exist. The Company considers qualitative factors including market conditions, legal factors, operating performance indicators, and competition, among others, to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative impairment test. In performing the quantitative impairment test, the Company compares the fair value of its reporting unit to the carrying amount including the goodwill of the reporting unit. If the carrying value, including goodwill, exceeds the reporting unit’s fair value, the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company performed its annual evaluation of goodwill on June 30, 2024. Based on the analysis, the Company did not recognize an impairment loss during the year ended June 30, 2024. Subsequent evaluations will be performed annually on June 30, per the Company’s policy.
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s financial instruments reflects the amounts that the Company estimates it will receive in connection with the sale of an asset in an orderly transaction between market participants at the measurement date (exit price). The fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels: Level 1 – Quoted prices in active markets for identical assets and liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets. Level 3 – Unobservable inputs. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial assets are subject to fair value measurements on a recurring basis. The Company’s remaining carrying amounts reported in the condensed balance sheets of these financial assets are a reasonable estimate of fair value due to their short-term nature or because their stated interest rates are indicative of market interest rates.
Stock-based Compensation	Stock-based Compensation Compensation expense is recognized for all stock-based payments to employees and nonemployees, including stock options, restricted stock awards, and warrants, in the statements of operation based on the fair value of the awards that are granted. As necessary, the Company’s stock price at the date of grant was estimated using an acceptable valuation technique such as the probability-weighted expected return model. The fair value of stock options and warrants are estimated at the date of grant using the Black-Scholes option-pricing model. The fair value of restricted stock awards is based on the fair market value of the Company’s class B common stock on the date of grant. Compensation expense for restricted stock awards with performance-based vesting conditions is calculated based on the number of awards that are expected to vest during the performance period if it is probable that the performance metrics will be achieved. Generally, measured compensation cost, net of actual forfeitures, is recognized on a straight-line basis over the vesting period of the related stock-based compensation award. The Company accounts for forfeitures of stock-based awards as they occur.
Net Loss per Share of Common Stock	Net Loss per Share of Common Stock Basic net loss per class A and class B common share is calculated by dividing the net loss distributed to class A and class B, respectively, by the weighted-average number of common shares of each respective class outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, stock options, warrants and convertible debt are considered to be potentially dilutive securities. As of September 30, 2024 and June 30, 2024, there were 3,382,500 of potential common stock equivalents excluded from the diluted loss per share calculations as their effect is anti-dilutive. Because the Company has reported a net loss for the three months ended September 30, 2024 and 2023, diluted net loss per common share is the same as basic net loss per common share for such periods.
New Accounting Pronouncements	New Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid and effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the effects of this pronouncement on its financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance in this update is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effects of this pronouncement on its financial statement disclosures.

Disaggregated Revenue (Tables)	3 Months Ended
	Sep. 30, 2024
Disaggregated Revenue [Abstract]
Schedule of Disaggregates Revenue	The following table disaggregates revenue by product category for the following periods ended:     Three Months Ended September 30,       2024     2023   Janitorial and Sanitation   $ 341,363     $ 287,295   Ice System     2,140       2,441   Commercial and Residential Laundry     4,764       1,400   Other     16,633       34,548   Total revenue   $ 364,900     $ 325,684

Accounts Receivable, Net (Tables)	3 Months Ended
	Sep. 30, 2024
Accounts Receivable, Net [Abstract]
Schedule of Accounts Receivable, Net	Accounts receivable, net consists of the following at:     September 30, 2024     June 30, 2024   Trade accounts receivable   $ 500,113     $ 469,821   Allowance for doubtful accounts     (7,987 )     (2,535 ) Total accounts receivable, net   $ 492,126     $ 467,286

Prepaid Expenses and Other Current Assets (Tables)	3 Months Ended
	Sep. 30, 2024
Prepaid Expenses and Other Current Assets [Abstract]
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consists of the following at:     September 30, 2024     June 30, 2024   Prepaid inventory parts   $ 14,008     $ 5,277   Prepaid insurance     22,014       32,943   Prepaid certification and fees     100,681       3,172   Prepaid other     60,746       13,973   Total prepaid expenses and other current assets   $ 197,449     $ 55,365

Inventory (Tables)	3 Months Ended
	Sep. 30, 2024
Inventory [Abstract]
Schedule of Inventory	Inventory consists of the following at:     September 30, 2024     June 30, 2024   Parts   $ 512,130     $ 503,004   Finished goods     222,588       184,112   Inventory reserve     (15,471 )     (14,790 ) Total inventory, net   $ 719,247     $ 672,326

Intangible Assets (Tables)	3 Months Ended
	Sep. 30, 2024
Intangible Assets [Abstract]
Schedule of Intangible Assets	Intangible assets consist of the following at:     September 30, 2024     June 30, 2024   Technology   $ 600,000     $ 600,000   Customer relationships     570,000       570,000   Trademarks     580,000       580,000   Total     1,750,000       1,750,000   Less: accumulated amortization     (301,576 )     (263,077 ) Total intangible assets, net   $ 1,448,424     $ 1,486,923

Accounts Payable and Accrued Expenses (Tables)	3 Months Ended
	Sep. 30, 2024
Accounts Payable and Accrued Expenses [Abstract]
Schedule of Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses consist of the following at:     September 30, 2024     June 30, 2024   Accounts payable   $ 291,066     $ 176,077   Accrued interest     76,965       23,113   Accrued payroll and related expenses     33,936       59,943   Accrued pending litigation (Note13)     108,242       108,242   Warranty reserve     68,373       96,636   Accrued severance     10,000       70,000   Accrued legal     39,581       32,259   Other accrued expenses     16,432       7,686   Total accounts payable and other accrued expenses   $ 644,595     $ 573,956

Related Party Transactions (Tables)	3 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
Schedule of Due to Related Party Balances were Outstanding	The following due to related party balances were outstanding at:     September 30, 2024     June 30, 2024   Due to founder – credit card   $ 78,849     $ 91,119

Net Loss Per Share (Tables)	3 Months Ended
	Sep. 30, 2024
Net Loss Per Share [Abstract]
Schedule of Basic and Dilutive Net Income Per Share of Common Stock	The following tables set forth the computation of basic and dilutive net loss per share of common stock:     Three Months Ended September 30,       2024     2023   Basic and diluted net loss per share   Class A     Class B     Class A     Class B   Numerator                                 Allocation of undistributed loss   $ (28,065 )   $ (828,017 )   $ (58,989 )   $ (378,305 ) Denominator                                 Weighted average number of shares used in per share computation     270,000       7,965,818       443,956       2,847,149   Basic and diluted net loss per share   $ (0.10 )   $ (0.10 )   $ (0.13 )   $ (0.13 )

Commitments and Contingencies (Tables)	3 Months Ended
	Sep. 30, 2024
Commitments and Contingencies [Abstract]
Schedule of Lease Cost, Discount Rate, and Remaining Lease Term for Operating Leases	The following table discloses the lease cost, discount rate, and remaining lease term for operating leases as of September 30, 2024 and 2023:     September 30, 2024     September 30, 2023   Operating lease cost   $ 40,416     $ 28,813   Remaining lease term     3.4 years       4.4 years   Discount rate     6.56 %     6.00 %
Schedule of Undiscounted Cash Flows	The following table discloses the undiscounted cash flows on an annual basis and a reconciliation of the undiscounted cash flows of operating lease liabilities recognized in the balance sheet as of September 30, 2024: Year Ended June 30, 2025 (remainder)   $ 122,698   2026     167,226   2027     171,407   2028     116,160   Total undiscounted cash flows     577,490   Less amount representing interest     (59,336 ) Present value of lease liabilities     518,154   Less current portion     (135,077 ) Noncurrent lease liabilities   $ 383,077

Organization and Business (Details) - USD ($)		3 Months Ended
	Apr. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024
Organization and Business [Line Items]
Cash		$ 1,210,382		$ 2,016,611
Net loss		(856,082)	$ (437,294)
Cash used for operating activities		$ (799,764)	$ (308,335)
IPO [Member]
Organization and Business [Line Items]
Issuance of common stock (in Shares)	1,250,000
Common stock price per share (in Dollars per share)	$ 4
Gross offering proceeds	$ 50,000,000
Net proceeds	$ 3,343,547

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended	12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024
Summary of Significant Accounting Policies [Line Items]
Allowance for inventory obsolescence	$ 15,471	$ 14,791
Acquired Technology [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful life	15 years
Customer Relationships [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful life	5 years
Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Anti dilutive share	3,382,500	3,382,500

Disaggregated Revenue (Details) - Schedule of Disaggregates Revenue - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Schedule of Disaggregates Revenue [Line Items]
Total revenue	$ 364,900	$ 325,684
Janitorial and Sanitation [Member]
Schedule of Disaggregates Revenue [Line Items]
Revenue	341,363	287,295
Ice System [Member]
Schedule of Disaggregates Revenue [Line Items]
Revenue	2,140	2,441
Commercial and Residential Laundry [Member]
Schedule of Disaggregates Revenue [Line Items]
Revenue	4,764	1,400
Other [Member]
Schedule of Disaggregates Revenue [Line Items]
Revenue	$ 16,633	$ 34,548

Accounts Receivable, Net (Details) - Schedule of Accounts Receivable, Net - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Schedule of Accounts Receivable, Net [Abstract]
Trade accounts receivable	$ 500,113	$ 469,821
Allowance for doubtful accounts	(7,987)	(2,535)
Total accounts receivable, net	$ 492,126	$ 467,286

Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Schedule of Prepaid Expenses and Other Current Assets [Abstract]
Prepaid inventory parts	$ 14,008	$ 5,277
Prepaid insurance	22,014	32,943
Prepaid certification and fees	100,681	3,172
Prepaid other	60,746	13,973
Total prepaid expenses and other current assets	$ 197,449	$ 55,365

Inventory (Details) - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Inventory [Abstract]
Inventory reserve	$ 15,471	$ 14,790

Inventory (Details) - Schedule of Inventory - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Inventory [Abstract]
Parts	$ 512,130	$ 503,004
Finished goods	222,588	184,112
Inventory reserve	(15,471)	(14,790)
Total inventory, net	$ 719,247	$ 672,326

Intangible Assets (Details) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Intangible Assets [Abstract]
Amortization expense	$ 38,499	$ 38,499

Intangible Assets (Details) - Schedule of Intangible Assets - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Schedule of Intangible Assets [Line Items]
Intangible assets, Gross	$ 1,750,000	$ 1,750,000
Less: accumulated amortization	(301,576)	(263,077)
Total intangible assets, net	1,448,424	1,486,923
Technology [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, Gross	600,000	600,000
Customer Relationships [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, Gross	570,000	570,000
Trademarks [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, Gross	$ 580,000	$ 580,000

Accounts Payable and Accrued Expenses (Details) - Schedule of Accounts Payable and Accrued Expenses - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Schedule of Accounts Payable and Accrued Expenses [Abstract]
Accounts payable	$ 291,066	$ 176,077
Accrued interest	76,965	23,113
Accrued payroll and related expenses	33,936	59,943
Accrued pending litigation (Note13)	108,242	108,242
Warranty reserve	68,373	96,636
Accrued severance	10,000	70,000
Accrued legal	39,581	32,259
Other accrued expenses	16,432	7,686
Total accounts payable and other accrued expenses	$ 644,595	$ 573,956

Debt (Details) - USD ($)						1 Months Ended	3 Months Ended
	Jun. 28, 2024	May 31, 2024	Apr. 30, 2024	Oct. 17, 2022	Oct. 04, 2022	Mar. 26, 2024	Sep. 30, 2024	Mar. 31, 2024	Sep. 13, 2023
Debt [Line Items]
Principal amount						$ 500,000
Interest rate						8.00%		7.00%
Transfer amount		$ 633,840
Paid amount		900,000
Principal amount		480,667
Accrued interest amount		419,333
Original issue discount percentage				8.50%
Accrues interest percent increase				10.00%
Annual payment due		$ 1,396,881		$ 100,000
Debt Instrument due date				Dec. 31, 2024
Burlington Promissory Note [Member]
Debt [Line Items]
Principal amount				$ 3,000,000
Interest rate				7.00%					10.00%
Maturity date		Apr. 01, 2027	May 09, 2024	Oct. 17, 2023
Accrued interest amount							$ 17,959
Quarterly payment due		$ 2,366,160
Original issue discount percentage				8.50%
Outstanding principal balance							633,840
Burlington and Walker Water LLC [Member]
Debt [Line Items]
Accrued interest amount							59,006
Accrues interest percent increase				10.00%
Outstanding principal balance							1,885,493
Promissory Note [Member]
Debt [Line Items]
Principal amount					$ 104,450		$ 633,840
Line of Credit [Member]
Debt [Line Items]
Loan agreement	$ 100,000

Related Party Transactions (Details) - USD ($)					1 Months Ended	3 Months Ended
	May 29, 2024	Apr. 01, 2024	Oct. 17, 2022	Oct. 04, 2022	Mar. 26, 2024	Sep. 30, 2024	Jun. 30, 2024	May 31, 2024	Mar. 31, 2024	Jul. 27, 2023
Related Party Transactions [Line Items]
Principal amount					$ 500,000
Amount of operational expenses								$ 480,667
Repaid accrued interest	$ 8,506
Birddog monthly fee		$ 22,000	$ 6,000
Restricted stock unit (in Shares)		500,000
Share vesting (in Shares)		250,000
Inventory						$ 719,247	$ 672,326
Interest rate					8.00%				7.00%
Accrued interest						13,570
Increase in interest rate			10.00%
Clayton Adams [Member]
Related Party Transactions [Line Items]
Amount of operational expenses						78,849	$ 91,119
Principal amount						0
Increase in interest rate					13.00%
Birddog Capital, LLC (“Birddog”) [Member]
Related Party Transactions [Line Items]
Initial public offering		$ 175,000
Share vesting (in Shares)		250,000
Consulting agreement maturity year		October 23, 2025
Nebraska C. Ozone, LLC [Member]
Related Party Transactions [Line Items]
Inventory									$ 105,000	$ 105,000
Promissory Note [Member]
Related Party Transactions [Line Items]
Principal amount				$ 104,450		$ 633,840
Bear interest rate				5.00%
Promissory Note [Member] | Matthew Atkinson [Member]
Related Party Transactions [Line Items]
Amount of operational expenses				$ 208,900

Related Party Transactions (Details) - Schedule of Due to Related Party Balances were Outstanding - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Related Party [Member]
Schedule of Due To Related Party Balances Were Outstanding [Line Items]
Due to founder – credit card	$ 78,849	$ 91,119

Stockholders' Equity (Details) - USD ($)							3 Months Ended
	Sep. 19, 2024	Jul. 12, 2024	Apr. 01, 2024	Jul. 24, 2023	Jul. 17, 2023	Jul. 16, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024
Stockholders’ Equity [Line Items]
Vesting shares			250,000
Share based compensation (in Dollars)							$ 182,400	$ 63,960
Total unrecognized stock compensation expense (in Dollars)							$ 1,014,374
Weighted average period							2 years 1 month 9 days
Class A Common Stock [Member]
Stockholders’ Equity [Line Items]
Common stock, shares issued							270,000		270,000
Conversion shares				370,000	940,000
Common stock, shares outstanding							270,000		270,000
Series Seed Preferred Stock [Member]
Stockholders’ Equity [Line Items]
Common stock, shares issued								3,000,000
Conversion shares						1,000,000
Common stock, shares outstanding								3,000,000
Class B Common Stock [Member]
Stockholders’ Equity [Line Items]
Common stock, shares issued				370,000			7,970,085		7,960,919
Common stock, shares outstanding							7,970,085		7,960,919
Common stock restricted	585,000
Class B Common Stock [Member] | Restricted Stock [Member]
Stockholders’ Equity [Line Items]
Vesting shares	150,000
Common Stock [Member] | Class A Common Stock [Member]
Stockholders’ Equity [Line Items]
Common stock, shares issued						1,000,000		350,000
Common stock, shares outstanding								350,000
Common stock restricted
Common Stock [Member] | Class B Common Stock [Member]
Stockholders’ Equity [Line Items]
Common stock, shares issued					940,000			3,105,940
Common stock, shares outstanding								3,105,940
Common stock restricted	4,166	5,000					9,166

Net Loss Per Share (Details) - Schedule of Basic and Dilutive Net Income Per Share of Common Stock - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Class A [Member]
Numerator
Allocation of undistributed loss	$ (28,065)	$ (58,989)
Denominator
Weighted average number of shares used in per share computation, basic	270,000	443,956
Weighted average number of shares used in per share computation, diluted	270,000	443,956
Basic net loss per share	$ (0.1)	$ (0.13)
Diluted net loss per share	$ (0.1)	$ (0.13)
Class B [Member]
Numerator
Allocation of undistributed loss	$ (828,017)	$ (378,305)
Denominator
Weighted average number of shares used in per share computation, basic	7,965,818	2,847,149
Weighted average number of shares used in per share computation, diluted	7,965,818	2,847,149
Basic net loss per share	$ (0.1)	$ (0.13)
Diluted net loss per share	$ (0.1)	$ (0.13)

Commitments and Contingencies (Details) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Commitments and Contingencies [Abstract]
Legal claim	$ 108,000
Rent expense	$ 40,416	$ 28,813

Commitments and Contingencies (Details) - Schedule of Lease Cost, Discount Rate, and Remaining Lease Term for Operating Leases - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Schedule of Lease Cost, Discount Rate, and Remaining Lease Term for Operating Leases [Abstract]
Operating lease cost	$ 40,416	$ 28,813
Remaining lease term	3 years 4 months 24 days	4 years 4 months 24 days
Discount rate	6.56%	6.00%

Commitments and Contingencies (Details) - Schedule of Undiscounted Cash Flows - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Schedule of Undiscounted Cash Flows [Abstract]
2025 (remainder)	$ 122,698
2026	167,226
2027	171,407
2028	116,160
Total undiscounted cash flows	577,490
Less amount representing interest	(59,336)
Present value of lease liabilities	518,154
Less current portion	(135,077)	$ (131,887)
Noncurrent lease liabilities	$ 383,077	$ 418,104

Subsequent Events (Details) - Subsequent Event [Member] - shares	Oct. 30, 2024	Oct. 19, 2024
Class B Common Stock [Member]
Subsequent Events [Line Items]
Issuance of restrictive stock awards	270,000	4,166
Class A Common Stock [Member]
Subsequent Events [Line Items]
Issuance of restrictive stock awards	270,000

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