~~UNITED~~U.S. SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, D.C. ~~AND EXCHANGE COMMISSION~~20549

WASHINGTON, DC 20549

FORM 10-Q

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

For the ~~quarterly~~Six ~~period~~Months ~~ended~~Ended ~~March~~June 3130, ~~2024~~2025

ORCommission File Number: 000-14319

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

For the transition from _______to _______________

Commission file number 000-14319

AMERICAN CLEAN RESOURCES GROUP, INC.

(Exact Name of Small Business Issuer as Specified in its Charter)

Nevada		84-0991764
(State or Other Jurisdiction of		(I.R.S. Employer
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)
Incorporation or Organization)		Identification Number)

12567 West Cedar Drive, Suite 203, Lakewood, COColorado 80228-2039

(Address of Principal Executive Offices)

Issuer’s telephone number including area code: (888) 960-7347

Securities registered under Section 12(~~Issuer’s~~b) ~~Telephone~~of ~~Number,~~the ~~Including~~Exchange ~~Area Code)~~Act: None

Securities registered ~~pursuant~~under to Section 12(bg) of the Exchange Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock $0.001 par value		ACRG		OTC

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ACRG		None

Indicate by check mark whether the Registrant: (1) 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 issuer was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ N/A

~~Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T~~ (~~§232.405~~Former ofName, ~~this~~Former ~~chapter)~~Address ~~during~~and ~~the~~Former ~~preceding~~Fiscal ~~12 months (or for such shorter period that the registrant was required to submit such fi les).). Yes ☒ No ☐~~Year,

~~Indicate by check mark whether the Registrant~~if isChanged aSince ~~large~~Last accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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. (Check oneReport):

~~Large~~Indicate by ~~accelerated~~check ~~filer~~mark ☐whether ~~Accelerated~~the ~~filer~~issuer ☐(1) ~~Non-accelerated~~has ~~filer~~filed ☐all ~~Smaller~~reports ~~reporting~~required ~~company~~to ☒be ~~Emerging~~filed ~~growth~~by ~~company~~Section 13 or 15(d) of the Exchange Act during the past 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 ☐

~~If an emerging growth company, indicate~~ Indicate by check mark ifwhether the registrant has ~~elected~~submitted ~~not~~electronically every Interactive Data File required to ~~use~~be ~~the~~submitted ~~extended~~pursuant ~~transition~~to ~~period~~Rule 405 ~~for~~of ~~complying~~Regulation ~~with~~S-T ~~any~~(§ ~~new~~232.405 orof ~~revised~~this ~~financial~~chapter) ~~accounting standards~~during ~~provided~~the ~~pursuant~~preceding to12 ~~Section~~months 7(~~a)(2)(B)~~or offor such shorter period that the ~~Securities~~registrant was ~~Act:~~required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the ~~Registrant~~ registrant is a ~~shell~~large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, ~~(as~~or ~~defined~~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). ~~Yes ☐ No ☒~~

AsLarge ofaccelerated ~~July~~filer ~~16,~~☐ ~~2024,~~Accelerated ~~there~~filer ~~were~~☐ ~~14,418,760~~Non-accelerated ~~shares~~filer of☒ ~~common~~Smaller ~~stock~~reporting ~~outstanding which~~company is☒ ~~the~~Emerging ~~Registrant’s~~growth ~~only~~company ~~class of voting stock.~~ ☐

~~Documents~~If an ~~incorporated~~emerging growth company, indicate by ~~reference~~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 the registrant has filed the interactive data exhibits required to be filed during the past 12 months (or shorter applicable period). ☐

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

On August 19, 2025, there were 13,912,236 shares of common stock outstanding of the issuer’s common stock issued and outstanding (par value $0.001)

Documents Incorporated by Reference: None.

AMERICAN CLEAN RESOURCES GROUP, INC.

~~FORM~~Quarterly Report on Form 10-Q

~~FOR~~For the ~~THE~~Six ~~THREE~~Months ~~MONTHS~~Ended ~~ENDED~~June ~~MARCH 31~~30, ~~2024~~2025

~~TABLE~~Table of ~~OF CONTENTS~~Contents

		~~Page~~	Page
PART I - FINANCIAL INFORMATION		1
	PART I		1
ITEM 1	Financial Statements (unaudited)	1
	FINANCIAL INFORMATION		1
	Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	1
ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)		1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023	2
	Unaudited Condensed Consolidated Balance Sheets		1
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	3
	Unaudited Condensed Consolidated Statements of Operations		2
	Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2024 and 2023	4
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit		3
	Notes to Condensed Consolidated Financial Statements	5
	Unaudited Condensed Consolidated Statements of Cash Flows		4
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
	Notes to Condensed Consolidated Financial Statements		5
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	16
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
ITEM 4.	Controls and Procedures	16	21
PART II - OTHER INFORMATION		17
	Part II		23
ITEM 1.	Legal Proceedings	17
	OTHER INFORMATION		23
ITEM 1A.	Risk Factors	17
ITEM 1.	Legal Proceedings		23
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
ITEM 1A.	Risk Factors		23
ITEM 3.	Defaults Upon Senior Securities	17
ITEM 6.	Exhibits		24
ITEM 4.	Mine Safety Disclosures	17
SIGNATURES			25
ITEM 5.	Other Information	17
ITEM 6.	Exhibits	18
SIGNATURES		19

~~SPECIAL~~PART 1 ~~NOTE~~– ~~REGARDING~~FINANCIAL ~~FORWARD-LOOKING~~ STATEMENTS

This Form 10-Q contains certain statements which are forward-looking in nature and are based on the current beliefs of our management as well as assumptions made by and information currently available to management, general trends in our operations or financial results, plans, expectations, estimates and beliefs. In addition, when used in this Form 10-Q, the words “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict” and similar expressions and their variants, as they relate to us or our management, may identify forward-looking statements. These statements reflect our judgment as of the date of this Form 10-Q with respect to future events, the outcome of which is subject to risks. We have attempted to identify, in context, certain of the factors that we believe may cause actual future experience and results to differ materially from our current expectations, which may have a significant impact on our business, operating results, financial condition or your investment in our common stock, as described in Part II, Item 1A entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on July 16, 2024.

Readers are cautioned that these forward-looking statements are inherently uncertain. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made on related subjects in our subsequent periodic reports filed with the SEC on Forms 10-K, 10-Q and 8-K.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

~~AMERICAN~~American Clean ~~CLEAN~~Resources ~~RESOURCES GROUP~~Group, ~~INC~~Inc.

~~CONDENSED~~Unaudited Condensed Consolidated Balance Sheets

	March 31, 2024			December 31, 2023
	June 30,			December 31,
	(unaudited)
	2025			2024
	(Unaudited)
Assets
Current assets:
Cash	$	98,~~311~~445		$	~~36,254~~719
Accounts receivable		5,000			-
Prepaid expenses		-			10,000
Prepaid expenses and other current assets		3,260			140
Total current assets		8,445			10,719
Total current assets		17,571			36,394
Mineral rights		3,883,524			3,883,524
Developed Technology, net amortization		4,799,333			4,888,762
Total assets	$	3,891,969		$	3,894,243
Mining and mineral rights		3,883,524			3,883,524
Liabilities and stockholders’ deficit
Total Assets	$	8,700,428		$	8,808,680
Convertible promissory notes, related party		937,080			425,588
Liabilities, Mezzanine, and Shareholders’ Deficit
Accounts payable		1,548,673			1,528,366
Accounts payable		1,294,442			1,332,613
Accounts payable – related party		190,858			190,858
Accounts payable – related party		80,000			212,730
Accrued interest		2,269,825			2,077,700
Accrued liabilities		3,925			-
Accrued interest - related party		55,925			28,857
Accrued interest, related party		1,606,714			1,528,818
Total current liabilities		5,002,361			4,251,369
Senior secured convertible promissory note, related party		329,661			191,231
Commitments and contingencies (Note 8)
Total current liabilities		3,314,742			3,265,392
Preferred stock, 50,000,000 shares authorized Series A, $.001 par value, 10,000,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024		10,000,000			10,000,000
Commitments and Contingencies (Note 7)
Stockholders’ deficit:
Preferred stock, Series A, $ .001 par value, 110,000,000 shares authorized: 10,000,000 shares issued and outstanding at March 31, 2024 and December 31, 2023		10,000,000			10,000,000
Common stock, $0.001 par value, 500,000,000 shares authorized: 13,912,236 issued and outstanding at June 30, 2025 and December 31, 2024, respectively		13,912			13,912
Shareholders’ deficit:
Additional paid-in capital		103,182,899			103,182,899
Common stock, $0.001 par value, 500,000,000 shares authorized: 14,418,760 issued and outstanding at March 31, 2024 and December 31, 2023		14,419			14,419
Accumulated deficit		(114,307,203	)		(113,553,937	)
Additional paid-in capital		103,680,994			103,680,994
Total stockholders’ deficit	$	(11,110,392	)	$	(10,357,126	)
Accumulated deficit		(108,110,489	)		(107,939,395	)
Total liabilities and stockholders’ deficit	$	3,891,969		$	3,894,243
Total shareholders’ deficit		(4,415,076	)		(4,243,982	)
Total Liabilities, Mezzanine, and Shareholders’ Deficit	$	8,700,428		$	8,808,680

The accompanying footnotes are an integral part of these ~~unaudited~~ condensed consolidated financial statements.

~~AMERICAN~~American Clean ~~CLEAN~~Resources ~~RESOURCES GROUP~~Group, ~~INC~~Inc.

~~CONDENSED~~Unaudited Condensed Consolidated ~~STATEMENTS~~Statements OFof ~~OPERATIONS~~ Operations

(Unaudited)

	For Three Months Ended June 30,						For Six Months Ended June 30,
	2025			2024			2025			2024
Operating expenses:
General and administrative expenses	$	243,969		$	315,129		$	538,901		$	526,627
Total operating expenses		243,969			315,129			538,901			526,627

Loss from operations		(243,969	)		(315,129	)		(538,901	)		(526,627	)

Other income (expense):
Other income		2,413			2,099			4,827			9,198
Interest expense		(114,069	)		(91,946	)		(219,192	)		(179,821	)
Total other expense, net		(111,656	)		(89,847	)		(214,365	)		(170,623	)

Loss before income tax provision		(355,625	)		(404,976	)		(753,266	)		(697,250	)

Income tax provision		-			-			-			-

Net loss	$	(355,625	)	$	(404,976	)	$	(753,266	)	$	(697,250	)

Net loss per common shares:
Basic net loss per common share	$	(0.03	)	$	(0.03	)	$	(0.05	)	$	(0.05	)

Weighted average shares outstanding per common shares:
Basic weighted average common shares outstanding		13,912,236			13,907,452			13,912,236			13,907,444

	Three months ended
	March 31, 2024			March 31, 2023
Revenues	$	-		$	—
Operating expenses:
General and administrative		128,608			42,119
Amortization expense		89,429			-
Total operating expenses		218,037			42,119
Loss from operations		(218,037	)		(42,119	)
Other income (expense):
Other income		5,601			2,099
Gain on derecognition of accounts payable		-			57,572
Interest expense		(77,896	)		(212,909	)
Total other expense, net		(71,694	)		(153,238	)
Loss before income tax provision					(195,357	)
Income tax provision		—			—
Net loss	$	(289,731	)	$	(195,357	)
Basic diluted net loss per common share	$	(0.02	)	$	(0.07	)
Basic diluted weighted average common shares outstanding		14,418,760			2,674,530

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

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

~~AMERICAN~~American Clean ~~CLEAN~~Resources ~~RESOURCES GROUP~~Group, ~~INC~~Inc.

~~CONDENSED~~Unaudited Condensed Consolidated ~~STATEMENTS~~Statements OFof ~~CASH~~Change ~~FLOWS~~ in Stockholders’ Deficit

(Unaudited)

	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2023		13,907,436	$	13,908	$	103,144,615	$	(107,621,387	)	$	(4,462,864	)
Net loss		-		-		-		(292,274	)		(292,274	)
Balance, March 31, 2024		13,907,436		13,908		103,144,615		(107,913,661	)		(4,755,138	)
Common Stock Issued for Services		300		-		1,950		-			1,950
Net Loss		-		-		-		(404,976	)		(404,976	)
Balance, June 30, 2024		13,907,736	$	13,908	$	103,146,565	$	(108,318,637	)	$	(5,158,164	)

	For the Three months ended
	Common Stock						Additional Paid-in		Accumulated
	March 31, 2024			March 31, 2023
	Shares			Amount			Capital		Deficit			Total
Cash flows from operating activities:
Balance, December 31, 2024		13,912,236		$	13,912		$	103,182,899	$	(113,553,937	)	$	(10,357,126	)
Net loss	$	~~(289,731~~-	)	$	~~(195,357~~-	)		-		(397,641	)		(397,641	)
Adjustments to reconcile net loss to cash flows used in operating activities:
Balance, March 31, 2025		13,912,236			13,912			103,182,899		(113,951,578	)		(10,754,767	)
Amortization expense		89,429			-
Net Loss		-			-			-		(355,625	)		(355,625	)
Gain on derecognition of certain accounts payable		-			(57,572	)
Balance, June 30, 2025		13,912,236		$	13,912		$	103,182,899	$	(114,307,203	)	$	(11,110,392	)
Expenses paid directly by related party		138,430			39,426
Changes in operating assets and liabilities:
Accounts receivable		(5,000	)		-
Prepaid expenses and other assets		(3,120	)		-
Accounts payable		(38,171	)		-
Accrued liabilities		3,925			-
Accrued interest		77,896			170,361
Accrual for settlement of lawsuits, related party		-			42,549
Net cash used in operating activities		(26,943	)		(593	)
Cash Paid for investment		-			-
Cash flows from investing activities:		-			—
Cash flows from financing activities:		-			-
Proceeds from convertible debentures		---			---
Net cash provided by financing activities		---			---
Decrease in cash		(26,943	)		(593	)
Cash, beginning of period		36,254			1,251
Cash, end of period	$	9,311		$	658

The accompanying footnotes are an integral part of these ~~unaudited~~ condensed consolidated financial statements.

~~AMERICAN~~American Clean ~~CLEAN~~Resources ~~RESOURCES GROUP~~Group, ~~INC~~Inc.

~~CONDENSED~~Unaudited ~~CONSOLIDATED~~Condensed ~~STATEMENT~~Consolidated OFStatements ~~CHANGES~~of INCash ~~SHAREHOLDERS’ DEFICIT~~Flows

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

	For the Six Months Ended June 30,
	2025			2024

Cash flows from operating activities:
Net loss	$	(753,266	)	$	(697,250	)
Adjustments to reconcile net loss to cash flows used in operating activities:
Amortization Expense		-			166,924
Common Stock Issued for Services		-			1,950
Changes in operating assets and liabilities:
Prepaid expenses		10,000			(26,278	)
Accounts payable		20,307			304,067
Accounts payable – related party		-			(29,104	)
Accrued interest		192,125			170,501
Accrued interest – related parties		27,068			9,320
Net cash used in operating activities		(503,766	)		(99,870	)

Cash flows from financing activities:
Proceeds from convertible notes - related party		511,492			77,100
Net cash provided by financing activities		511,492			77,100

Net decrease in Cash		7,726			(22,770	)
Cash, beginning of year		719			36,405
Cash, end of year	$	8,445		$	13,635

Noncash investing and financing activity:
Payments made by related party on behalf of the Company	$	-		$	127,862

	Common Stock						Accumulated
	Shares		Amount		APIC		Deficit			Total
Balance at December 31, 2022		2,674,530	$	2,674	$	88,061,298	$	(106,530,496	)	$	(18,466,524	)
Net loss		---		---		---		(195,357	)		(195,357	)
Balance at March 31, 2023		2,674,530		2,674		88,061,298		(106,530,496	)		(18,661,881	)
Balance at December 31, 2023		14,418,760		14,419		103,680,994		(107,820,157	)		(4,243,982	)
Net loss		---		---		---		(289,731	)		(289,731	)
Balance at March 31, 2024		14,418,760		14,419		103,680,994	$	(108,110,489	)	$	(4,415,076	)

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

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

AMERICAN CLEAN RESOURCES GROUP, INC.

NOTES TO UNADUITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~MONTHS~~AND SIX ENDED ~~MARCH~~JUNE 3130, 2025 AND 2024

~~(unaudited)~~1. Nature of Business

~~NOTE~~American Clean 1Resources –Group, ~~NATURE~~Inc. OFf/k/a ~~BUSINESS~~Standard Metals Processing, Inc. (“we,” “us,” “our,” “ACRG” or the “Company”) is an exploration stage company, incorporated in Nevada. The Company’s primary business plan is to purchase equipment and build a facility on the Tonopah property to serve as a permitted custom processing toll milling facility while it explores new technologies that allow greater effectiveness in achieving industry sustainability goals (which includes an analytical lab, pyrometallurgical plant, and hydrometallurgical recovery plant).

American Clean Resources Group, Inc. (“we,” “us,” “our,” “ACRG” or the “Company”) is an exploration stage company, incorporated in Nevada having offices in Lakewood, Colorado and through its subsidiary, a property in Tonopah, Nevada. The business plan is to purchase equipment and build a facility on the Tonopah property to serve as a permitted custom processing toll milling facility (which includes an analytical lab, pyrometallurgical plant, and hydrometallurgical recovery plant).

The Company plans to perform permitted custom processing toll milling which is a process whereby mined material is crushed and ground into fine particles to ease the extraction of any precious minerals contained therein, such as minerals in the gold, silver, and platinum metal groups. Custom milling and refining can include many different processes that are designed specifically for each ore load and to maximize the extraction of precious metals from carbon or concentrates. These toll-processing services also distil, dry, mix, or mill chemicals and bulk materials on a contractual basis and provide a chemical production outsourcing option for industrial companies, which lack the expertise, capacity, or regulatory permits for in-house production.

We are required to obtain several permits before we can begin construction of a small-scale mineral processing facility to conduct permitted processing toll milling activities and construction of the required additional buildings and well relocation necessary for us to commence operations.

~~On September 13, 2023, the Company executed an agreement to acquire a 100% interest in SWIS, L~~2.~~L.C. (“SWIS”). SWIS has developed an~~ ~~algorithm~~Summary ~~and a “smart” device that provides essential information to improve water quality from Combined Sewer Overflow (“CSO”). Recently, we have assigned the patent to the University~~ of ~~Louisville~~Significant ~~(“U~~Accounting of L”) with the intent to commercialize the solution on behalf of the university, community, state and country. More importantly, SWIS along with other fellow entrepreneurs and environmental stewards have assembled a team to launch SWIS, with stakeholders from the U of L, Municipal Sewer Districts (“MSD”), and several state governments. SWIS is actively ready to launch a pilot project to test its modernized approach to CSO Public Notification Programs. Currently, the patented algorithm is on standby for integration into “smart” plugs that will be used for non-invasive in-home notification. An implementation playbook has been designed for municipal use. SWIS has a management team well versed in the necessary strategies for market penetration and adoption and looks to test its behavior modification program abilities with the University of Louisville.Policies

~~Combined Sewer Systems~~Basis (“CSS”) were built over a century ago with the intention to divert wastewater away from households. CSS collect rainwater runoff, domestic sewage, and industrial wastewater into a single pipe system, which then transports the combined wastewater to a treatment plant. When the aged CSS is overwhelmed, the result is untreated wastewater being discharged directly into public waterways, such as creeks, streams, rivers, and other local bodies of water referred to as CSO. The resulting discharges of pollutants into public waterways increases the amount of suspended solids from point-source origins introduced to the ecosystem, creating a significant health hazard for wildlife and humans exposed to these waterways, historically tied to disease transmission. These violate the Clean Water Act and result in significant repercussions from the EPA. Currently, over forty million people in 700+ municipalities nationwide live in a municipality with a CSS.Presentation

~~Current solutions rely~~The ~~predominantly~~accompanying onconsolidated ~~inadequate~~financial ~~Public~~statements ~~Notification~~of ~~Programs~~the toCompany ~~prevent~~have ~~water~~been ~~use~~prepared atusing the ~~source,~~accrual ~~the~~method ~~household,~~of ~~during~~accounting ~~high-risk CSO times. The current Public Notification Programs utilized by all municipalities~~ in ~~a CSS entails email signups, website banners, pamphlets, signs,~~accordance ~~etc~~with U.,S. ~~which~~GAAP ~~remains arduous~~ and ~~ineffective.~~considering ~~This antiquated, ineffective approach creates~~ the ~~immediate~~requirements ~~need~~of ~~to develop a modern, real-time notification system that gives individual households and facilities~~ the ~~immediately~~United ~~ability~~States toSecurities ~~positively modify their water use behavior resulting in a decrease in harmful point source pollutants unknowingly~~ and ~~unnecessarily~~Exchange ~~being introduced to public waterways~~Commission.

This project would greatly contribute to the universities’ expanding sustainability program and would put UofL and SWIS in an advanced position to compete to be one of six universities in the US that the EPA will chose as stormwater research hubs. With the completion of a successful Research Project, these stated goals and deliverables would revolutionize a major component of the $1 trillion water infrastructure issue plaguing a growing population and prime the U of L and SWIS for nationwide Public Notification Program adoption. The development of our platform will modernize Public Education and Notification Programs that will significantly reduce the monetary cost and health risk of CSO events for municipalities worldwide. The results to be discovered at the U of L will give SWIS data and information capable of educating citizens of developed cities across the globe and seamlessly integrating newly developed nations.

Going Concern

The accompanying ~~condensed~~ consolidated financial statements have been prepared inon ~~conformity~~a ~~with~~going ~~accounting~~concern ~~principles~~basis, ~~generally~~which ~~accepted~~contemplates in the ~~United~~realization ~~States~~ of ~~America (“U.S.~~assets ~~GAAP”),~~and ~~assuming~~the wesatisfaction ~~will~~of ~~continue~~liabilities asin athe ~~going~~normal ~~concern,~~course ~~which~~of ~~contemplates~~business. ~~the~~The ~~realization~~Company ofhas ~~assets~~incurred recurring losses and ~~satisfaction~~as of ~~liabilities~~June 30, 2025, inhad ~~the~~an ~~normal~~accumulated ~~course~~deficit of ~~business~~$114,307,203. For the ~~three~~six months ended ~~March~~June 3130, ~~2024~~2025, the Company ~~incurred~~sustained a net ~~losses~~loss ~~from operations~~ of $~~289~~753,~~731~~266. These Atfactors, ~~March~~among 31others, ~~2024,~~raise ~~the~~substantial ~~Company~~doubt ~~had~~about anthe ~~accumulated~~Company’s ~~deficit~~ability ofto ~~$108,110,489~~continue ~~and~~as a ~~working~~going ~~capital~~concern ~~deficit~~for ofthe ~~$3,683,588.~~next Intwelve ~~addition, virtually~~months ~~all~~from of the ~~Company’s~~date ~~assets~~these ~~are~~financial ~~encumbered~~statements orwere ~~pledged~~issued. ~~under~~These afinancial ~~senior~~statements ~~secured~~do ~~convertible~~not ~~promissory~~include ~~note~~any ~~payable~~adjustments relating to athe ~~related party~~recoverability ~~that~~and isclassification inof ~~default.~~recorded ~~These~~asset ~~circumstances~~amounts ~~raise~~or ~~substantial~~the ~~doubt~~amounts ~~about~~and classification of liabilities that may be necessary should the Company’s be ~~ability~~unable to continue as a going concern. ~~Our ability~~The toCompany’s ~~continue~~continuation as a going concern is ~~dependent~~contingent onupon ~~our~~its ability to ~~raise~~obtain additional ~~the~~financing ~~required~~and ~~additional~~to ~~capital~~generate orrevenue ~~debt~~and ~~financing~~cash flow to meet ~~short~~ ~~and~~its ~~long-term~~obligations ~~operating~~on ~~requirements~~a timely basis. ~~During~~The ~~the~~Company ~~three~~will ~~months~~continue ~~ended~~to ~~March~~seek to ~~31,~~raise ~~2024,~~additional ~~the~~funding ~~Company~~through ~~had~~debt ~~$138,430~~or ofequity ~~expenses~~financing ~~that~~during ~~were paid~~the ~~directly~~next bytwelve ~~GPR,~~months afrom ~~related~~the ~~party~~date ~~and~~of ~~the~~issuance ~~Company’s~~of ~~convertible~~these ~~note~~financial statements. ~~line~~There ofis ~~credit~~no ~~with~~guarantee ~~GPR~~the ~~was~~Company ~~increased~~will bybe ~~this~~successful ~~same~~in ~~amount. (See~~achieving ~~Notes~~obtaining 4additional funding and 8)may have to cease operations.

Management believes that private placements of equity capital and/or additional debt financing will be needed to fund our long-term operating requirements. The Company may also encounter business endeavors that require significant cash commitments or unanticipated problems or expenses that could result in a requirement for additional cash. If the Company raises additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our current shareholders could be reduced, and such securities might have rights, preferences, or privileges senior to our common stock. Additional financing may not be available on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict our operations. We are continuing to pursue external financing alternatives to improve our working capital position. If the Company is unable to obtain the necessary capital, the Company may have to cease operations.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of ~~ACRG,~~the ~~its wholly owned subsidiary SWIS~~Company, and its wholly owned subsidiary Aurielle Enterprises, Inc., (~~“AE”~~f/k/a Tonopah Milling and Metals Group, Inc.) and its wholly owned subsidiaries Tonopah Custom Processing, Inc., ~~(“TCP”)~~ and Tonopah Resources, Inc., and ~~(“TR”)~~since being acquired in September 2023, SWIS LLC. All significant intercompany transactions, accounts and balances have been eliminated in consolidation.

~~Basis of Presentation~~5

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by US GAAP for complete financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Form 10-K for the year ended December 31, 2023, filed July 16, 2024. In the opinion of management, all adjustments (consisting of normal recurring adjustments unless otherwise indicated) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year as a whole.

The accompanying condensed consolidated financial statements of the Company have been prepared using the accrual method of accounting in accordance with U.S. GAAP and considering the requirements of the SEC.

Cash

We maintain our cash in high-quality financial institutions. The balances, at times, may exceed federally insured limits, however the Company has not experienced any losses with respect to uninsured balances.

Long-Lived Assets and Impairment of Long-Lived Assets

The Company annually evaluates the carrying value of long-lived assets to be held and used, including but not limited to, mineral properties, mine tailings, mine dumps, capital assets and intangible assets, or sooner when events and circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose.

Developed Technology

The Company amortizes its developed technology over its useful life. The useful life of the developed technology is calculated based on the number of years remaining on the patent. The SWIS developed technology has a remaining useful life of 14 years.

Use of Estimates

Preparing ~~condensed~~ 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. Actual results could differ from those estimates. Estimates may pertain to impairment of intangible assets and mining rights, useful lives of intangible assets and contingent liabilities.

Revenue Recognition ~~and Deferred Revenue~~

As of ~~March~~June 3130, ~~2024 and December 31~~2025, ~~2023,~~ we have recorded no revenues from custom permitted processing toll milling. If we achieve revenue generation, the Company plans to report such revenues consistent with ASC Topic 606 Revenues from Contracts with Customers. The Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Significant judgments are required in determining the transaction price and the timing of revenue recognition.

Fair Value of Financial Instruments

The Company ~~carrying~~accounts ~~amounts~~ for ~~all~~ financial instruments ~~approximates~~ ~~fair~~under ~~value.~~Financial ~~The~~Accounting ~~carrying~~Standards ~~amounts~~Board ~~for~~(“FASB”) ~~cash~~Accounting Standards Codification (“ASC”) 820, ~~accounts~~Fair ~~payable~~Value ~~and~~Measurements. ~~accrued~~This ~~liabilities~~statement ~~approximated~~defines fair value, ~~because~~establishes ofa ~~the~~framework for measuring fair value ~~short~~in ~~maturity~~generally ofaccepted ~~these~~accounting ~~instruments.~~principles, ~~The~~and expands disclosures about fair value ofmeasurements. ~~short-term~~To ~~debt~~increase isconsistency ~~approximated~~and atcomparability in ~~their~~fair ~~carrying~~value ~~amounts~~measurements, ~~based~~ASC ~~upon~~820 establishes a fair value hierarchy that prioritizes the ~~expected borrowing~~inputs ~~rate~~to ~~for~~valuation ~~debt~~techniques ~~with~~used ~~similar~~to ~~remaining~~measure fair ~~maturities~~value ~~and~~into ~~comparable~~three ~~risk.~~levels as follows:

~~Loss~~Level ~~per~~1 ~~Common~~— ~~Share~~quoted prices (unadjusted) in active markets for identical assets or liabilities;

~~Basic~~Level ~~earnings~~2 ~~(loss)~~— ~~per~~observable ~~common~~inputs ~~share~~other isthan ~~computed by~~Level ~~dividing~~1, ~~net~~quoted ~~loss~~prices ~~applicable~~for tosimilar ~~common~~assets ~~shareholders~~or byliabilities ~~the~~in ~~weighted~~active average number of common shares outstanding during the periods presented. Diluted earnings per common share is determined using the weighted average number of common shares outstanding during the periods presentedmarkets, ~~adjusted~~quoted prices for ~~the~~identical ~~dilutive~~or ~~effect~~similar ofassets ~~common~~and ~~stock~~liabilities ~~equivalents,~~in ~~consisting~~markets ~~of shares~~ that ~~might~~are benot ~~issued upon exercise of options~~active, ~~warrants~~ and ~~conversion~~model-derived ofprices ~~convertible~~whose ~~debt.~~inputs ~~In periods where losses~~ are ~~reported,~~observable ~~the~~or ~~weighted~~whose ~~average~~significant ~~number~~value ofdrivers ~~common shares~~are ~~outstanding~~observable; ~~excludes common stock equivalents, because their inclusion would be antidilutive.~~and

AtLevel ~~March~~3 ~~31,~~— ~~2024,~~assets and ~~December~~liabilities ~~31,~~whose ~~2023,~~significant ~~$348,240 and~~value ~~$208,615~~drivers ~~respectively~~are that, if converted, would be 365,652 and 219,046 shares of convertible notes payable that were excluded from the diluted weighted average common share calculation due to the antidilutive effect such shares would have on net loss per common shareunobservable.

~~Income~~The Company ~~Taxes~~applies fair value accounting for all assets and liabilities that are recognized or disclosed at fair value in the financial statements. The carrying amounts reported in the financial statements for cash, accounts payables and accrued liabilities approximate their fair value due to their short-term nature.

~~Income taxes are accounted for based upon an asset~~ ~~and~~Basic ~~liability approach. Accordingly, deferred tax assets~~ and ~~liabilities~~Diluted ~~arise~~Net ~~from~~Loss ~~the~~Per difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period.Share

~~Accounting~~Basic net ~~guidance~~loss ~~requires~~per common share is computed by dividing net loss by the ~~recognition~~weighted-average number of acommon ~~financial~~shares ~~statement~~outstanding during each period. ~~benefit~~Diluted ofnet aloss ~~tax~~per ~~position~~share ~~only~~of ~~after~~common ~~determining~~shares ~~that~~includes the ~~relevant~~effect, ~~tax~~if ~~authority~~any, ~~would~~from ~~more~~the ~~likely~~potential ~~than~~exercise ~~not~~or ~~sustain~~conversion ~~the~~of ~~position~~securities, ~~following~~such anas ~~audit. For~~convertible ~~tax~~debt, ~~positions~~share ~~meeting~~options ~~the~~and ~~more-likely-than-not threshold~~warrants, ~~the~~which ~~amount~~would ~~recognized~~result in the ~~consolidated~~issuance ~~financial statements~~of isincremental ~~the~~shares ~~largest~~of ~~benefit~~common ~~that~~shares. ~~has~~For adiluted net ~~greater~~loss ~~than~~per ~~fifty~~share, ~~percent~~the ~~likelihood~~weighted-average number of ~~being~~common ~~realized~~shares ~~upon~~is ~~ultimate~~the ~~settlement~~same ~~with~~for ~~the relevant~~basic ~~tax~~net ~~authority.~~loss ~~The~~per ~~Company~~share ~~believes~~due ~~its~~to ~~income~~the ~~tax~~fact ~~filing~~that ~~positions~~when ~~and~~a net ~~deductions~~loss ~~will~~exists, bedilutive ~~sustained~~securities ~~upon~~are ~~examination~~not ~~and~~included ~~accordingly, no~~in ~~reserves,~~the orcalculation ~~related~~as ~~accruals~~the ~~for~~impact ~~interest~~is anti-dilutive. For all periods presented, basic and ~~penalties~~diluted ~~have~~net ~~been~~loss ~~recorded~~per atshare ~~December~~are 31the same, ~~2023~~as ~~and~~any ~~March~~additional ~~31,~~share ~~2024~~equivalents would be anti-dilutive.

7As of June 30, 2025 and December 31, 2024, the Company convertible promissory note – related party was convertible into 945,719 and 432,805 shares of common stock respectively.

Recent Accounting Standards

~~During~~On November ~~the~~27, ~~three~~2023, ~~month~~the ~~period~~FASB ~~ended~~issued ~~March~~ASU 312023-07, ~~2024,~~“Segment ~~and~~Reporting ~~through~~(Topic ~~July 16,~~280): ~~2024,~~Improvements ~~there~~to ~~were~~Reportable ~~several~~Segment ~~new~~Disclosures,” which ~~accounting~~requires ~~pronouncements~~incremental ~~issued~~disclosures byrelated ~~the~~to ~~Financial~~an ~~Accounting~~entity’s ~~Standards~~reportable ~~Board. Each~~segments, ofeffective ~~these~~for ~~pronouncements,~~annual periods beginning after asDecember ~~applicable~~15, ~~has~~2023. ~~been~~The orCompany ~~will~~adopted beASU ~~adopted~~2023-07 byon ~~the~~December ~~Company. Management~~31, ~~does~~2024, ~~not~~which ~~believe~~resulted ~~the~~in ~~adoption~~additional ofdisclosures ~~any~~in ofthe ~~these~~notes ~~accounting~~to ~~pronouncements~~our ~~has~~consolidated ~~had~~financial orstatements ~~will~~that ~~have~~we aapplied ~~material~~retrospectively ~~impact~~to onall ~~the~~prior ~~Company’s~~periods ~~consolidated~~presented. ~~financial~~See ~~statements~~Note 10. Segment Information.

The FASB and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2024. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s ~~Evaluation~~reported offinancial ~~Subsequent Events~~position or operations in the near term.

The Company evaluates events that have occurred after the consolidated balance sheet date of March 31, 2024, through the date which the consolidated financial statements were issued. Based upon the review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.6

~~Mineral~~Restatement of ~~Properties~~Previously Issued Consolidated Financial Statements

~~Mineral~~During the ~~property~~third ~~acquisition~~quarter ~~costs~~of ~~are~~2024, ~~recorded at~~and ~~cost~~prior ~~and~~to ~~are~~the ~~deferred~~filing ~~until~~of the ~~viability~~Company’s ofForm 10-K/A for the ~~property~~year isended December 31, 2023, the Company determined. Nothat ~~properties~~it ~~have~~was ~~produced~~necessary ~~operating~~to ~~revenues~~re-evaluate atthe ~~this~~Company’s ~~time~~accounting treatment for certain debt obligations. In accordance ~~Exploration,~~with ~~mineral~~Staff ~~property~~Accounting ~~evaluation,~~Bulletins ~~option~~No. ~~payments,~~99 ~~related~~(SAB ~~acquisition~~No. ~~costs~~99) ~~for~~Topic ~~mineral~~1.M, ~~properties~~“Materiality” ~~acquired~~and ~~under~~SAB anNo. ~~option~~99 ~~agreement,~~Topic 1.N “Considering ~~general~~the ~~overhead~~Effects of Misstatements when Quantifying Misstatements in the Current Year Financial Statements,” ~~administrative~~the ~~and~~Company ~~holding~~assessed ~~costs~~the materiality of these errors to ~~maintain~~its apreviously ~~property~~issued onconsolidated afinancial ~~care~~statements. Based upon the Company’s evaluation of both quantitative and ~~maintenance~~qualitative ~~basis~~factors, ~~are~~the ~~expensed~~Company inconcluded the ~~period~~errors ~~they are~~were ~~incurred.~~material ~~When~~to ~~reserves~~the ~~are~~Company’s ~~determined~~previously issued consolidated financial statements for athe ~~property~~fiscal ~~and~~years aended ~~bankable~~December ~~feasibility~~31, ~~study~~2023 isand ~~completed~~2022. Accordingly, ~~subsequent~~the ~~exploration~~Company ~~and~~intends ~~development~~to file its Restated Consolidated ~~costs~~Financial onStatements for the ~~property~~fiscal ~~would~~years beended ~~capitalized~~December 31, 2023 and 2022. IfAdditionally, athe ~~project~~Company ~~were~~intends to berestate ~~put~~its ~~into~~previously filed ~~production,~~unaudited ~~capitalized~~interim ~~costs~~condensed ~~would~~consolidated befinancial ~~amortized~~statements onfor the ~~unit~~periods ended March 31, 2023, June 30, 2023 and September of30, ~~production~~2023 ~~basis~~contained in its Quarterly Reports on Form 10-Q.

~~Management reviews the net carrying value of each mineral property as changes may materialize with a property or at a minimum, on an annual basis~~3. ~~Where information and conditions suggest~~ ~~impairment,~~Mineral estimated future net cash flows from each property are calculated using estimated future prices, proven and probable reserves and value beyond proven and probable reserves, and operating, capital and reclamation costs on an undiscounted basis. If it is determined that the future cash flows are less than the carrying value, a write-down to the estimated fair value is made with a charge to loss for the period. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if the carrying value can be recovered.rights

Management’s estimates of gold prices, recoverable reserves, probable outcomes, operating capital, and reclamation costs are subject to risks and uncertainties that may affect the recoverability of mineral property costs.

The Company does not own any mining claims. It owns tailings located on the Tonopah property and the rights to some tailings located in Manhattan, Nevada. The Company has not disturbed or processed any of this material, but recently authorized GPR to examine the economic feasibility of processing the tailings to reclaim their residual content of valuable metals in exchange for the exclusive right to process the tailings should their economic assessment prove positive. The terms of such processing to be mutually agreed upon between GPR and the Company in the future based on the results of the assessment.

NOTE 3 – MINING AND MINERAL RIGHTS

The Company is preparing the Tonopah property site for the construction of a permitted custom processing toll milling facility including grading the land, installing fencing, and working with contractors for our planned 21,875 square foot building and servicing and drilling various wells for our future operations.

The Company has continued to assess the realizability of its ~~mining~~Mineral ~~and mineral~~ rights. Based on an assessment the Company conducted induring ~~January 2023~~2024, the Company ~~believes~~decided the combined carrying value of ~~the rights recorded on~~ its ~~books is not impaired. The Company determined that its~~ land, mineral rights, and water rights of $3,883,524 was fairly stated and not exposed to impairment.

4. Developed Technology

On September 13, 2023, the Company executed an agreement to acquire a 100% interest in SWIS, L.L.C. (“SWIS”). The Company issued 1,500,000 shares of restricted common stock to SWIS’s former owner, Launch IT, LLC, and assumed certain liabilities in exchange for 100% interest in SWIS. Upon the executed agreement, Launch IT, LLC became a significant owner of the Company’s common stock and, as of June 30, 2025, owns 10% of the Company’s restricted common stock.

The Company determined the acquisition to be an asset acquisition under ASC 805, Business Combinations, as all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, the developed technology and exclusive license. The developed technology and exclusive license is a definite-lived intangible asset and is being amortized over the life of the patent life.

The total purchase consideration for the acquisition of SWIS was $5,007,730, which includes the issuance of restricted common stock valued at $4,875,000 and assumed accounts payable balance of $132,730. The restricted common stock issued was fair valued reflecting a 35% liquidity discount from the $5.00 share price of the Company common stock on the date of the acquisition. The consideration paid is recorded on the Company’s books as Developed Technology and Patent Rights, with a useful life of 14 years (150 months from the acquisition date of September 13, 2023). The monthly amortization of the Developed Technology and Patent Rights is approximately $27,821.

During the three and six months ended June 30, 2025, the Company recorded total amortization expense of $0 and $0, respectively. During the three and six months ended June 30, 2024, the Company recorded total amortization expense of $83,462 and $166,924, respectively. Amortization expense is included in general and administrative expenses in the consolidated statements of operations.

During the Company’s ongoing assessment of the carrying value of its developed technology in 2024, management determined that the asset’s book value of $4,574,871 was not recoverable and was subject to impairment. In accordance with the applicable guidance under ASC 360, “Impairment or Disposal of Long-Lived Assets,” the Company evaluated the recoverability of the developed technology based on estimated future undiscounted cash flows expected to result from the use and eventual disposition of the asset. As these cash flows were insufficient to recover the carrying amount, the Company measured and recognized an impairment loss equal to the difference between the asset’s carrying amount and its estimated fair value. As a result, the Company recorded a full impairment charge of $4,574,871 as of December 31, 2024, which is included in the consolidated statements of operations as impairment expense.

5. Debt

Convertible Promissory Notes Payable – Related Party

On March 16, 2020, the Company entered into a Line of Credit (“LOC”) agreement with Granite Peak Resources LLC (“GPR”), a related party and the majority shareholder of the Company. The initial LOC provided for borrowings up to $2.5 million, with a maturity date of March 16, 2023. At GPR’s sole discretion, the LOC could be increased by an additional $1.0 million and extended for two years. The LOC accrued interest at 10% per annum and was convertible into common stock at $2.00 per share, based on the closing price on the date of issuance. The LOC was secured by substantially all of the Company’s real and personal property.

On July 12, 2021, the LOC was amended (the “First Amendment”) to:

●

Increase the borrowing limit to $5.0 million,

●

Extend the maturity date to March 16, 2025, and

●

Reduce the conversion price to $1.65 per share.

The First Amendment also granted GPR the option to further increase the LOC by $5.0 million and extend the maturity date by an additional five years.

On January 5, 2023, the Company entered into a Second Amendment to the LOC (the “Second Amendment”) with GPR. The amendment significantly restructured the existing LOC agreement. Key terms of the Second Amendment included:

●

Increase in Borrowing Capacity: From $5.0 million to $35.0 million.

●

Extension of Maturity Date: To March 16, 2027.

●

Reduction in Conversion Price: From $1.65 to $1.05 per share, based on the trailing three-day market price.

●

Debt Consolidation: The following obligations, previously acquired by GPR, were formally consolidated into the LOC:

●

Tina Gregerson Promissory Note: $477,500 principal and $293,963 accrued interest.

●

Krupp Note: $100,000 principal and $59,795 accrued interest.

●

Forbearance: GPR agreed to forbear from exercising rights under the loan documents, including foreclosure rights related to the Stephen Flechner Judgment and the Pure Path Capital Senior Secured Convertible Promissory Note, both of which had been previously purchased by GPR. The forbearance period extends through January 12, 2024.

The Company evaluated the amendment under ASC 470-50 and ASC 470-60 and concluded it constituted a debt extinguishment, as the present value of the revised cash flows exceeded the 10% threshold. No gain or loss was recognized, as the reacquisition price equaled the carrying amount of the extinguished debt.

On June 12, 2023, the Company entered into a Third Amendment to the LOC (the “Third Amendment”) with GPR. Key terms of the Third Amendment included:

●

Increase in Borrowing Capacity: From $35.0 million to $52.5 million.

●

Expansion of Collateral: The Deed of Trust and Security Agreement was amended to increase the secured amount from $100 million to $250 million.

●

Debt Consolidation: The following obligations, previously acquired by GPR, were formally consolidated into the LOC:

●

The Pure Path Capital Senior Secured Convertible Promissory Note: $2,229,187 principal and $1,709,064 accrued interest.

●

Stephen Flechner Judgment: $2,157,000 principal and $1,580,248 accrued interest.

~~NOTE~~The Company 4determined –the ~~CONVERTIBLE~~amendment ~~NOTES~~met ~~PAYABLE~~the criteria for a troubled debt restructuring (TDR) under ASC 470-60, as the Company was experiencing financial difficulty and GPR granted a concession. The amendment was accounted for as a debt extinguishment under ASC 470-50, with no gain or loss recognized.

On August ~~March 16~~2, ~~2020 the Company executed a Line of Credit (“LOC”) with Granite Peak Resources~~2023, ~~LLC (“~~GPR~~”),~~ aconverted ~~related party, evidenced by a convertible promissory note. The LOC is for up to~~ $25,~~500~~250,000, ~~matures~~of ~~over~~LOC ~~three~~principal ~~years~~into ~~and may be increased by up to another $1~~5,000,000 and extended an additional two years at GPR’s sole option. The LOC is for funding operating expenses critical to the Company’s basic operations and redirection and all requests for funds may be approved or disapproved in GPR’s sole discretion. The LOC bears interest at 10% per annum, is convertible into shares of ~~the~~restricted ~~Company’s~~ common stock ~~at a per share price of $1~~.65 ~~and~~On isAugust ~~secured~~15, ~~by the real and personal property of the Company and its subsidiaries~~2023, ~~and the subsidiaries’ stock~~ GPR ~~already has under lien (See Note 8). During the three months ended March 31,~~converted ~~2024,~~ the ~~Company~~remaining ~~had~~ $~~138~~4,~~430 of expenses that were paid directly by GPR~~969,551 a(principal ~~related party~~ and ~~the~~accrued ~~Company’s~~interest) ~~convertible~~into ~~note line of credit with GPR was increased by this same amount. During the year ended December 31~~5, ~~2023~~244,230 ~~the~~shares ~~Company had $496,173~~ of ~~expenses~~restricted ~~that were~~common ~~paid directly by GPR~~stock, aat ~~related party and~~ the ~~Company’s~~conversion ~~convertible~~price ~~note line~~ of ~~credit with GPR was increased by this same~~ ~~amount certain accounts payable~~$1.05 Atper ~~March 31~~share, ~~2024~~as ~~and~~provided ~~December~~in ~~31, 2023~~ the ~~balance~~Third ~~due GPR under the LOC is $329,661 and $191,231 principal and $18,579 and $17,384 accrued interest, respectively~~Amendment.

~~The Company entered into an Amendment and Forbearance~~As ~~Agreement~~of ~~with~~June ~~GPR on January 5~~30, ~~2023~~2025 ~~wherein~~the ~~GPR~~outstanding ~~agreed~~balance ~~to:~~under ~~(a) increase~~ the ~~existing~~ LOC ~~from~~consisted ~~$5,000,000~~of ~~due March 16, 2025 to~~ $35937,~~000,000 due~~080 ~~March 16, 2027, (b) roll two existing promissory notes purchased by GPR into the LOC resulting~~ in ~~the~~principal ~~extinguishment of such notes as separate instruments,~~ and ~~(c) to forebear until January 12~~$55,925 ~~2024, on exercising its foreclosure rights under its defaulted Senior Secured Note. The Company’s Board of Directors approved a revision~~ in ~~the~~accrued ~~conversion price at which the LOC may convert into the Company’s common stock from $1~~interest.65 ~~per~~As ~~share to $1.05 per share, based upon the market price~~ of ~~the Company’s common stock~~ December ~~over the 3 days preceding the agreement. GPR is the Company’s majority shareholder and largest debtholder. GPR holds a senior secured interest in all of the assets of the Company~~31, ~~including the stock of its subsidiary entities. Effective June 12~~2024, ~~2023,~~ the ~~Company~~outstanding ~~entered into~~balance ~~a Third Amendment Agreement with GPR, wherein the LOC~~ was ~~increased to~~ $52425,~~500,000~~589 ~~and both the Senior Secured Promissory Note (previously held by Pure Path and acquired~~ in ~~2019)~~ principal and ~~the Flechner Judgment (see the Company’s 10-K for 2022) were rolled into the balance of the LOC and the Deed of Trust was increased to~~ $~~250~~28,~~000,000~~857 ~~and~~in ~~the~~accrued ~~appropriate paperwork was filed with the requisite government office(s)~~interest.

~~Advances~~During the bysix ~~GPR~~months toended ~~pay~~June ~~directly certain operating expenses~~30, ~~reduce~~2025 ~~certain~~and ~~accounts payable~~2024, orthe ~~acquire~~Company ~~certain~~recognized ~~notes~~non-cash ~~payable~~borrowings inof ~~default~~$0 onand ~~the~~$127,862, ~~Company’s~~respectively, ~~behalf~~under ~~have~~the ~~been included~~LOC. inThese ~~the~~amounts ~~convertible~~represent ~~promissory~~expenses ~~issued~~paid directly by ~~the~~GPR ~~Company~~on inbehalf ~~connection~~of ~~with~~ the ~~LOC~~Company and ~~classified~~were ~~accordingly~~recorded inas ~~the~~increases ~~accompanying~~to ~~condensed consolidated~~the ~~financial~~LOC ~~statements~~principal balance.

~~NOTE~~During the 5six –months ~~PREFERRED~~ended ~~STOCK~~June –30, ~~SERIES~~2025, the Company had $511,492 proceeds from convertible notes - related party. The Company’s convertible Anote line of credit with GPR was increased by this same amount.

~~The Series A Preferred Stock is presented as mezzanine equity due to~~Acquisition ~~its rights and preference. The Attributes~~ of ~~the~~Outstanding ~~Series~~Defaulted ADebt ~~Preferred~~and ~~Stock~~Material ~~include but are not limited to the following:~~Judgement

~~Distribution~~Tina Gregerson inPromissory ~~Liquidation~~Note

~~The Series A Preferred Stock has a liquidation~~On February ~~preference~~11, ~~of $10~~2015,~~000,000,~~ ~~payable~~the ~~only~~Company ~~upon~~issued ~~certain~~an ~~liquidity~~unsecured ~~events~~promissory ornote ~~upon~~(the ~~achievement~~“TG ofNote”) ato Tina ~~market~~Gregerson ~~value~~Family ofProperties, ~~our equity equaling $200~~LLC,~~000,000~~ oran ~~more.~~entity ~~Upon~~controlled ~~any~~by ~~liquidation,~~a ~~dissolution~~former ordirector ~~winding up~~ of the Company,. ~~and~~The ~~after~~TG ~~paying~~Note orprovided ~~adequately providing~~ for ~~the~~borrowings ~~payment~~ of ~~all its~~up ~~obligations~~to $750,000, ~~the~~to ~~remainder of the assets of the Company shall~~ be ~~distributed,~~funded ~~either~~ in multiple ~~cash~~tranches. orIn inconnection ~~kind,~~with ~~first pro rata to~~ the ~~holders of~~issuance, the ~~Series~~Company Aalso ~~Preferred Stock in an amount equal to the Liquidation Value (as described below); then~~granted 250,000 tocommon ~~any~~stock ~~other~~warrants with ~~series~~an ~~of Preferred~~exercise ~~Stock,~~price ~~until an amount to be determined by a resolution~~ of $1.23 ~~the Board of Directors prior to issuances of such Preferred Stock, has been distributed~~ per share, and, ~~then,~~an ~~the~~expiration ~~remainder~~date ~~pro rata to the holders~~ of February ~~the Common Stock. Upon the occurrence of any Liquidation Event (as defined below)~~11, ~~each holder of Series A Preferred Stock will receive a payment equal to the Original Issue Price for each share of Series A Preferred Stock held by such holder (the “Liquidation Value”)~~2022. ~~A “Liquidation Event” will have occurred when:~~

●Each tranche ~~The~~under ~~Company~~the ~~has~~TG anNote ~~average~~matured ~~market~~one ~~capitalization~~year ~~(calculated~~from ~~by adding~~ the ~~value~~date of ~~all~~funding ~~outstanding~~and ~~shares~~accrued ofinterest ~~Common Stock valued~~ at ~~the~~a ~~Company’s~~rate ~~closing sale price on the OTC Market or other applicable bulletin board or exchange, plus the value~~ of 8% ~~the outstanding Series A Preferred Stock at the Original Issues Price~~ per ~~share) of $200,000,000 or more over any 90 day period~~annum. The ~~holders of the Series A Preferred Stock would have the right, for 30 days after the end of such qualifying 90 day measurement period, to require the~~ Company received ~~to purchase~~ the ~~Series~~following Aadvances ~~Preferred~~under ~~Stock for an amount equal to~~ the ~~Liquidation~~TG ~~Value.~~Note:

●

$200,000 on February 11, 2015

●

$48,000 on February 13, 2015

●

$50,000 on April 13, 2015

●

$150,000 on July 31, 2015

●

$2,500 on October 20, 2015

●

$12,000 on October 29, 2015

●

$15,000 on November 4, 2015

On August 12, 2021, GPR and Tina Gregerson entered into an Exchange Agreement, under which GPR acquired the TG Note. Subsequently, on January 5, 2023, the outstanding balance of the TG Note was consolidated into the Company’s LOC with GPR as part of the Second Amendment to the LOC.

As of the date of consolidation, the total balance of the TG Note was $771,463, consisting of $477,500 in principal and $293,963 in accrued interest. Following the consolidation, the TG Note ceased to exist as a separate obligation and became part of the LOC principal balance.

Peter Krupp Promissory Note

On August 4, 2011, the Company issued an unsecured promissory note (the “Krupp Note”) to Peter Krupp in the principal amount of $100,000, bearing interest at a rate of 5% per annum.

On August 12, 2021, GPR and Peter Krupp entered into an Exchange Agreement, under which GPR acquired the Krupp Note. Subsequently, on January 5, 2023, the outstanding balance of the Krupp Note was consolidated into the Company’s LOC with GPR as part of the Second Amendment to the LOC.

As of the date of consolidation, the total balance of the Krupp Note was $159,795, consisting of $100,000 in principal and $59,795 in accrued interest. Following the consolidation, the Krupp Note ceased to exist as a separate obligation and was included in the principal balance of the amended LOC.

Stephen Flechner Judgement

On August 12, 2015, the court entered an Amended Final Judgment in favor of Stephen E. Flechner and against the Company in connection with breach of contract claims. The judgment awarded $2,157,000, with interest accruing at 8% per annum from the date of judgment until paid in full.

On November 29, 2021, GPR, a related party and majority shareholder, entered into a Purchase and Sale Agreement with Mr. Flechner, under which GPR acquired all rights, title, and interest in the judgment.

On January 5, 2023, in connection with the Second Amendment to the Company’s LOC with GPR, GPR agreed to forbear from exercising its rights and remedies under the loan documents, including foreclosure rights related to the Flechner Judgment, through January 12, 2024.

On June 12, 2023, pursuant to the Third Amendment to the LOC, the Flechner Judgment was formally consolidated into the LOC. As of the date of consolidation, the total balance of the judgment was $3,737,248, consisting of the original $2,157,000 judgment amount and $1,580,248 in accrued interest. Following the consolidation, the judgment ceased to exist as a separate obligation and was included in the principal balance of the amended LOC.

Pure Path Capital Senior Secured Convertible Promissory Note

On October 10, 2013, the Company issued a Senior Secured Convertible Promissory Note (the “Senior Secured Note”) to Pure Path Capital Management Company, LLC (“PPMC”) in the principal amount of up to $2.5 million, pursuant to a Settlement and Release Agreement. As part of the settlement, the Company also issued 27 million shares of common stock to PPMC, resulting in PPMC becoming a related party.

The Senior Secured Note was secured by a blanket lien on all of the Company’s tangible and intangible assets, whether currently owned or subsequently acquired. This included, but was not limited to, machinery, inventory, accounts receivable, cash, computer equipment, hardware, land, and mineral rights.

On March 29, 2019, GPR, a related party and majority shareholder, acquired the Senior Secured Note from PPMC pursuant to an Exchange and Assignment Agreement.

On June 12, 2023, in connection with the Third Amendment to the Company’s LOC with GPR, the Senior Secured Note was formally consolidated into the LOC. As of the date of consolidation, the total balance of the note was $3,938,251, consisting of $2,229,187 in principal and $1,709,064 in accrued interest. Following the consolidation, the Senior Secured Note ceased to exist as a separate obligation and was included in the principal balance of the amended LOC.

6. Related Parties

As part of its normal operations, the Company conducts financing through its largest shareholder, GPR. The details of the related party balances are disclosed as part of Note 5.

Granite Peak Resources, LLC

On March 16, 2020, the Company entered into a LOC agreement with GPR. GPR is a related party by virtue of its majority ownership of the Company’s common stock. Under the LOC, GPR has also paid expenses directly on behalf of the Company to support its operations.

During 2019 and 2021, GPR acquired several outstanding debt instruments and judgments originally held by third parties, including:

●

The Tina Gregerson Promissory Note,

●

The Peter Krupp Promissory Note,

●

The Pure Path Capital Senior Secured Convertible Promissory Note, and

●

The Stephen E. Flechner Judgment.

On January 5, 2023, and June 12, 2023, the Company entered into the Second and Third Amendments, respectively, to the LOC with GPR. These amendments formally consolidated the above obligations into the LOC, which was subsequently converted into equity.

On August 2, 2023, and August 15, 2023, GPR converted a total of $10,219,551 of principal and accrued interest under the LOC into 10,244,230 shares of restricted common stock at a conversion price of $1.05 per share, pursuant to the terms of the Third Amendment. As a result of these conversions, GPR became the majority owner, holding approximately 73% of the Company’s outstanding common stock as of June 30, 2025.

During the six months ended June 30, 2025, the Company recorded:

●

$0 in non-cash borrowings for expenses paid directly by GPR, and

●

$511,492 in proceeds from convertible notes – related party.

These amounts were added to the LOC principal balance.

Sustainable Metals Solutions, LLC

On January 10, 2022, the Company entered into a definitive agreement to acquire a controlling interest in Sustainable Metals Solutions, LLC (“SMS”), a company majority-owned by GPR. SMS is an environmental development platform focused on producing carbon-neutral precious metals and minerals. The purchase price for the controlling interest will be determined based on the Company’s common stock price on the closing date, which will be mutually agreed upon once all closing conditions are satisfied. Additional details are provided in Note 8 – Commitments and Contingencies.

Launch IT, LLC

On September 13, 2023, the Company acquired a 100% interest in SWIS, L.L.C. (“SWIS”) by assuming certain liabilities and issuing 1,500,000 shares of restricted common stock to its former owner, Launch IT, LLC. As a result of the transaction, Launch IT, LLC became a significant shareholder, holding over 10% of the Company’s outstanding common stock as of June 30, 2025.

In connection with the acquisition, the Company retained AJ Miller and Chris Laveson, both former owners of Launch IT, LLC, to continue supporting the SWIS business. AJ Miller is an officer and Chris Laveson is a manager of SWIS subsidiary following the acquisition and both hold 500,000 shares each of restricted common stock of the Company.

The following table summarizes the amounts related to these parties that were included in accounts payable – related party, expenses incurred, and cash paid during the periods ended June 30, 2025 and December 31, 2024:

As of and for the period ending June 30, 2025
Related Party	Included in Accounts Payable - Related Party		Expense incurred		Amount paid
Launch IT, LLC	$	116,458	$	-	$	-
Gazellig LLC - AJ Miller		34,400		-		-
Chris Lavenson		40,000		-		-
	$	190,858	$	-	$	-

As of and for the Year Ending December 31, 2024
Related Party	Included in Accounts Payable - Related Party		Expenses incurred		Amount paid
Launch IT, LLC	$	116,458	$	-	$	23,504
AJ Miller		34,400		15,000		20,600
Chris Lavenson		40,000		15,000		15,000
	$	190,858	$	30,000	$	59,104

7. Stockholders’ Deficit and Mezzanine Equity

Preferred Stock

The Series A Preferred Stock is presented as mezzanine equity due to its rights and preferences.

Attributes of Series A Preferred Stock include but are not limited to the following:

Distribution in Liquidation

The Series A Preferred Stock has a liquidation preference of $10,000,000, payable only upon certain liquidity events or upon the achievement of a market value of our equity equaling $200,000,000 or more. Upon any liquidation, dissolution or winding up of the Company, and after paying or adequately providing for the payment of all its obligations, the remainder of the assets of the Company shall be distributed, either in cash or in kind, first pro rata to the holders of the Series A Preferred Stock in an amount equal to the Liquidation Value (as described below); then, to any other series of Preferred Stock, until an amount to be determined by a resolution of the Board of Directors prior to issuances of such Preferred Stock, has been distributed per share, and, then, the remainder pro rata to the holders of the Common Stock. Upon the occurrence of any Liquidation Event (as defined below), each holder of Series A Preferred Stock will receive a payment equal to the Original Issue Price for each share of Series A Preferred Stock held by such holder (the “Liquidation Value”). A “Liquidation Event” will have occurred when:

●

The Company has an average market capitalization (calculated by adding the value of all outstanding shares of Common Stock valued at the Company’s closing sale price on the OTC Market or other applicable bulletin board or exchange, plus the value of the outstanding Series A Preferred Stock at the Original Issue Price per share) of $200,000,000 or more over any 90 day period. The holders of the Series A Preferred Stock would have the right, for 30 days after the end of such qualifying 90 day measurement period, to require the Company to purchase the Series A Preferred Stock for an amount equal to the Liquidation Value.

●

Any Liquidity Event in which the Company receives proceeds of $50,000,000 or more. For purposes hereof, a “Liquidity Event” means any (a) liquidation, dissolution or winding up of the Company; (b) acquisition of the Company by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, share exchange, share purchase or consolidation) provided that the applicable transaction shall not be deemed a liquidation unless the Company’s stockholders constituted immediately prior to such transaction hold less than 50% of the voting power of the surviving or acquiring entity; or (c) the sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries.

Written notice of any Liquidation Event (the “Liquidation Notice”) shall be given by mail, postage prepaid, or by facsimile to non-U.S. residents, not less than five days prior to the anticipated payment date state therein, to the holders of record of Series A Preferred Stock, such notice to be addressed to each such holder at its address as shown by the records of the Company. The Liquidation Notice shall state (i) the anticipated payment date, and (ii) the total Liquidation Value available for distribution to Series A Preferred Stock shareholders upon the occurrence of the Liquidation Event.

Redemption

The Series A Preferred Stock may be redeemed in whole or in part as determined by a resolution of the Board of Directors at any time, at a price equal to the Liquidation Value.

Voting Rights

Shares of Series A Preferred Stock shall have no rights to vote on any matter submitted to a vote of shareholders, except as required by law, in which case each share of Series A Preferred Stock shall be entitled to one vote.

Conversion Rights

Holders of Series A Preferred Stock will have no right to convert such shares into any other equity securities of the Company.

~~NOTE 6 – COMMON STOCK~~ 12

Common Stock ~~- Option Grants~~

~~The~~As of ~~Company~~June ~~recorded~~30, no2025 ~~compensation~~and ~~expense~~December ~~for the~~31, ~~three~~2024, ~~months~~the ~~ended~~Company ~~March~~is ~~31,~~authorized ~~2024~~to ~~and~~issue ~~2023.~~500,000,000 Asshares of ~~March~~common ~~31,~~stock ~~2024,~~at ~~there~~a ~~was~~par value of $0.001 per ~~in unrecognized compensation expense~~share.

~~The Company did not grant any options during the~~Voting ~~three months ended March 31, 2024, none expired, and none were cancelled. There are no unvested options as of March 31, 2024.~~ Rights

~~Common~~Holders of ~~Stock~~our ~~issued~~common onstock ~~exercise~~are entitled to one vote for each share held of ~~stock~~record ~~options~~on all matters to be voted on by stockholders. There is no cumulative voting with respect to the election of directors.

~~None.~~Dividend Rights

~~Sale~~Holders of our common stock are entitled to receive dividends when, as and if declared by our board of ~~Common~~directors ~~Stock~~out of funds legally available for this purpose.

~~None.~~Liquidation Preference

~~Option~~In the ~~Grants~~ event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive on a proportional basis any assets remaining available for distribution after payment of our liabilities and Series A Preferred Stock.

~~During the three months ended March 31, 2024 and~~Other ~~the year ended December 31, 2023, there were no option grants issued, cancelled, or outstanding.~~Terms

~~Common~~Holders of ~~Stock~~common ~~Purchase~~stock ~~Warrants~~have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock. All outstanding shares of the common stock are fully paid and non-assessable.

~~For~~8. ~~warrants~~Commitments ~~granted~~and to non-employees in exchange for services, the Company recorded the fair value of the equity instrument using the Black-Scholes pricing model unless the value of the services is more reliably measurable.Contingencies

~~During~~Merger with the ~~three~~SMS ~~months ended March 31, 2024 and the year ended December 31, 2023, there were no stock purchase warrants issued, cancelled, or outstanding.~~Group

On January 10, 2022 the Company executed a definitive agreement to acquire a controlling interest in Sustainable Metal Solutions LLC and its subsidiaries (“SMS” or the “SMS Group”). The ~~aggregate~~purchase ~~intrinsic~~price ~~value~~for the controlling interest in SMS will be determined based upon the price of the ~~outstanding and~~Company’s ~~exercisable~~common ~~warrants~~stock aton ~~March~~the 31date of closing, ~~2024~~such ~~and~~date ~~December~~to ~~31,~~be ~~2023,~~decided ~~respectively,~~by ~~was~~the ~~$0,~~Parties asin ~~there~~good ~~are~~faith after noall ~~outstanding~~conditions ~~and~~precedent ~~exercisable~~are ~~warrants~~met. These conditions precedent include, but are not limited to:

~~NOTE~~● 7Completion –of ~~COMMITMENTS~~SMS’s ~~AND~~audited ~~CONTINGENCIES~~ financial statements by an independent PCAOB-registered accounting firm;

~~Merger~~● ~~with~~Delivery of a completed and SEC-compliant SK-1300 technical report summary on SMS’s mineral reserves as of December 31, 2021 and 2022;

On● ~~January~~Uplisting 10, 2022 the Company executed a definitive agreement to acquire a controlling interest in Sustainable Metal Solutions LLC (“SMS”). The purchase price for the controlling interest in SMS will be determined based upon the price of ACRG’s common stock ~~on the date of closing, such date~~ to ~~be decided by~~ the ~~Parties in~~Nasdaq ~~good~~Capital faith after all conditions precedent are met. SMS is an American multi-company environmental development platform focused on producing carbon neutral precious metals and minerals thereby driving American mineral independence while revitalizing the environment and minimizing the impacts of climate change. The business of SMS is consistent with the Company’s posture to acquire, license or joint venture with other parties involved in toll milling, processing, or mining related activities, which may include GPR and its affiliated entities, including, but not limited to, NovaMetallix. Inc., and BlackBear Natural Resources, LTD.Market;

10● SEC clearance of the Form S-4 registration statement and proxy materials;

~~Legal~~● ~~Matters~~ Approval of the merger by ACRG’s shareholders;

~~None~~● Satisfaction of customary closing conditions, including representations and warranties, covenants, and absence of material adverse changes.

~~NOTE~~SMS is 8an –American multi-company environmental development platform focused on producing carbon neutral precious metals and minerals thereby driving American mineral independence while revitalizing the environment and minimizing the impacts of climate change. The business of SMS is consistent with the Company’s posture to acquire, license or joint venture with other parties involved in toll milling, processing, or mining related activities, which may include GPR and its affiliated entities, including, but not limited to, NovaMetallix. ~~party~~Inc., ~~TRANSACTIONS~~and BlackBear Natural Resources, LTD.

During March 2019, the Company was informed that a change of control of the Company had occurred. GPR, through its members, including Pure Path Capital Management LLC acquired 1,389,289 shares of common stock (including 90,000 warrants to purchase common stock). The members transferred their shares of common stock of the Company in exchange for a pro-rata ownership interest in GPR and are listed in the Schedule 13D filed by GPR on March 29, 2019. Since March 2019, through March 31, 2023, GPR and its members, through several unsolicited transactions purchased another 43,206 shares of common stock. GPR has not communicated to the Company any plans to change any of the current officers or directors or governing documents. GPR has expressed the purpose of its acquisition is to assist the Company in resolving its current obligations and claims, as a critical step in determining its future business plans.13

AsSMS is ~~further~~a ~~detailed~~group inof ~~Note~~companies 4,that inhas ~~March~~developed ~~2020, the~~a ~~Company~~significant ~~executed~~primary asource ~~Line~~ of ~~Credit~~metals ~~(“LOC”)~~for ~~with~~conventional ~~GPR,~~mining aand ~~related~~secondary ~~party,~~sources ~~evidenced~~of bymetals from apreviously ~~10%~~discarded ~~convertible~~mining ~~promissory~~tailings ~~note.~~for ~~The LOC~~re-reprocessing isand ~~for~~recovery. upAccess to ~~$2,500,000,~~the ~~matures~~large ~~over~~amount ~~three~~of ~~years~~mine ~~and~~tailings ~~may~~on bethe ~~increased~~Company’s Nevada byproperty upadds favorably to ~~another~~SMS’s ~~$1,000,000~~plans. ~~and~~Its ~~extended~~goal anis ~~additional~~to ~~two years,~~enhance ~~respectively~~the ~~at GPR~~US’s ~~sole~~supply ~~option.~~chain Asof ~~the~~various ~~LOC,~~metals ~~like~~produced ~~the~~locally using ~~Secured~~environmentally ~~Note,~~friendly ismethods. ~~secured~~In byaddition, ~~all the Company~~SMS’s ~~assets~~sustainable ~~including a~~resource ~~pledge~~program ofhas ~~100%~~developing ofinterests ~~its~~in ~~subsidiaries’~~alternative sources ~~stock.~~of ~~As such~~energy, including the ~~LOC~~Company’s ~~outstanding~~Nevada ~~balance~~property ~~and~~which ~~accrued~~is ~~interest~~zoned ~~increase~~for ~~the~~solar ~~amount of~~development, ~~secured~~and ~~debt~~the ~~owned~~conservation byof ~~GPR~~our water resources.

~~The Company entered Into an Amendment and Forbearance~~Joint ~~Agreement~~Venture with GPR on January 5, 2023 wherein GPR agreed to: (a) increase the existing LOC from $5,000,000 due March 16, 2025 to $35,000,000 due March 16, 2027, (b) roll two existing promissory notes purchased by GPR into the LOC resulting in the extinguishment of such notes as separate instruments, and (c) to forebear until January 12, 2024, on exercising its foreclosure rights under its defaulted Senior Secured Note. The Company’s Board of Directors approved a revision in the conversion price at which the LOC may convert into the Company’s common stock from $1.65 per share to $1.05 per share, based upon the market price of the Company’s common stock over the 3 days preceding the agreement. GPR is the Company’s majority shareholder and largest debtholder. GPR holds a senior secured interest in all of the assets of the Company, including the stock of its subsidiary entities. Effective June 12, 2023, the Company entered into a Third Amendment Agreement with GPR, wherein the LOC was increased to $52,500,000 and both the Senior Secured Promissory Note (previously held by Pure Path and acquired in 2019) and the Flechner Judgment (see the Company’s 10-K for 2022) were rolled into the balance of the LOC and the Deed of Trust was increased to $250,000,000 and the appropriate paperwork was filed with the requisite government office(s).AMI

NOTE 9 – EARNINGS (LOSS) PER SHARE

Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the periods presented. Diluted net loss per common share is determined using the weighted average number of common shares outstanding during the periods presented, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of options, warrants and conversion of convertible debt. In periods where losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

At March 31, 2024 and December 31, 2023, the weighted average shares from no stock options or warrants outstanding and Convertible Promissory note equivalent shares of $348,240 and $208,615 respectively that, if converted, would be 365,652 and 219,046 respectively, were excluded from the diluted weighted average common share calculation, due to the antidilutive effect such shares would have on net loss per common share.

NOTE 10 – SUBSEQUENT EVENTS

Effective June 3, 2024, the Company executed a Memorandum of Understanding for a Joint Venture with AMI Strategies, (“AMI”). The Parties intend to form a joint operation and utilize the technology and talent of both organizations for their mutual benefit which includes the Company’s planned renewable energy generation, specifically solar power through the operation, engineering, infrastructure, and construction of controlled solar power and AMI’s management of utility costs through a proprietary software platform that can bill, audit, invoice and manage the daily operations of suppliers and clients.

About AMI:

AMI Strategies serves clients on every continent, offering a global suite of solutions for Telecom, Mobility, Cloud, Utility, ServiceNow, and Managed Automation deployments – all powered by cutting-edge technology and automation.

AMI’s platform is designed to manage any vendor that’s important to its customers – no matter what category it’s in. By establishing inventory that includes integrated data from vendors and enterprise systems, auditing charges against correlating contracts, automating allocations and payments, and centralizing how services are purchased, changed or decommissioned, AMI ensures its clients never waste time on vendor-related busywork, and never pay more than they’re supposed to.

Definitive Documents:

The Parties will work together to draft definitive documents including the formation of the joint venture and its governing documents.

119. Segment Information

~~ITEM~~The Company 2.views ~~MANAGEMENT’S~~its ~~DISCUSSION~~operations ~~AND~~and ~~ANALYSIS~~manages OFits ~~FINANCIAL~~business ~~CONDITION~~in ~~AND~~one ~~RESULTS~~reportable OFsegment, ~~OPERATIONS~~which is mining gold and silver from their Tonopah property.

The Company’s ~~following~~Chief ~~management~~Executive ~~discussion~~Officer and ~~analysis~~ Chairwoman of ~~financial~~the ~~condition~~Board ~~and results~~ of ~~operations~~Directors, ~~should~~Tawana beBain, ~~read~~serves inas ~~connection with~~ the ~~accompanying~~Chief ~~unaudited~~Operating ~~condensed~~Decision ~~financial statements~~Maker ~~and~~(“CODM”). ~~related~~The ~~notes~~CODM ~~thereto~~evaluates ~~included~~performance ~~elsewhere~~and inmakes ~~this~~operating ~~report~~decisions ~~and~~about ~~the~~allocating ~~audited~~resources ~~consolidated~~based ~~financial~~on ~~statements~~net ~~and~~loss ~~notes~~or ~~thereto included~~income inand ~~the~~cash ~~Company’s~~balances ~~Form~~presented ~~10-K~~in ~~for~~ the ~~fiscal~~accompanying ~~year~~statement ~~ended~~of ~~December~~operations ~~31,~~and ~~2023,~~balance ~~as filed with the SEC on July 16~~sheet, ~~2024~~respectively.

~~Cautionary~~The measure ~~Notice~~of ~~Regarding~~segment ~~Forward~~assets ~~Looking~~is reported on the balance sheets and income statements such as cash and net loss or income, respectively. ~~Statements~~All material long-lived assets are in the United States.

~~Readers are cautioned that the following discussion~~10. ~~contains~~Subsequent ~~certain forward-looking statements and should be read in conjunction with the “Special Note Regarding Forward-Looking Statements” appearing at the beginning of this Quarterly Report.~~Events

The ~~information contained in this Item 2 contains~~ ~~forward-looking~~Company ~~statements~~follows ~~within~~ the ~~meaning~~guidance ofin ~~Section~~FASB ~~27A~~ASC of855-10 ~~the~~for ~~Securities Act of 1933, as amended, and Section 21E of~~ the ~~Securities Exchange~~disclosure ~~Act~~ of ~~1934,~~subsequent ~~as amended~~events. ~~Actual~~The ~~results~~Company ~~may~~evaluated ~~materially~~subsequent ~~differ~~events ~~from~~through the ~~those~~date ~~projected in~~ the ~~forward-looking~~financial statements aswere aissued ~~result of certain risks~~ and ~~uncertainties~~determined ~~set forth in this report. Although management believes that~~ the ~~assumptions~~Company ~~made~~had ~~and expectations reflected in~~ the ~~forward-looking~~following ~~statements~~subsequent ~~are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.~~events:

As used in this Quarterly Report on Form 10-Q and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our” refer to American Clean Resources Group, Inc. and our wholly owned subsidiary, SWIS L.L.C., Aurielle Enterprises Inc. (“AE”), and AE’s wholly owned subsidiaries Tonopah Custom Processing, Inc. (“TCP”) and Tonopah Resources, Inc. (“TR”). Unless otherwise specified, all dollar amounts are expressed in United States dollars. 14

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

~~We were incorporated in the State of Colorado~~MANAGEMENT’S onDISCUSSION ~~July~~AND ~~10,~~ANALYSIS ~~1985~~OF ~~and~~FINANCIAL re-domiciled in Nevada in March 2013. In 2011, we closed a series of transactions, whereby we acquired certain assets of Shea Mining & Milling, LLC, which assets include land, buildings, a dormant milling facility, abandoned milling equipment, water permits, mine tailings, mine dumps and the assignment of a note payable, a lease and a contract agreement with permits. We completed the Shea Exchange Agreement in order to offer toll milling services of precious minerals. Toll milling is a process whereby mined material is crushed and ground into fine particles to ease the extraction of any precious minerals contained therein, such as gold, silver, and platinum group metals. Custom milling and refining can include many different processes to extract precious metals from carbon or concentrates. These toll-processing services also distill, dry, mix, or mill chemicals and bulk materials on a contractual basis and provide a chemical production outsourcing option for industrial companies which lack the expertise, capacity, or regulatory permits for in-house production.CONDITION

~~Overview~~AND RESULTS ofOF ~~the Company~~OPERATION

~~We have an office in Lakewood, Colorado and, through~~CAUTIONARY aNOTE ~~subsidiary,~~REGARDING a property in Tonopah, Nevada. Our business plan is to purchase equipment and build a facility on the Tonopah property to serve as a permitted custom processing toll milling facility which includes an analytical lab, pyrometallurgical plant, and hydrometallurgical recovery plant. We are required to obtain several permits before we can begin construction of a smallFORWARD-~~scale~~LOOKING ~~mineral processing facility and the required additional buildings to conduct permitted processing toll milling activities and commence operations.~~STATEMENTS

~~Water~~Management’s Discussion ~~Pollution~~and ~~Control~~Analysis ~~Permit~~of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of the Company. The Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with ~~Nevada~~our consolidated financial statements and notes thereto for the quarter ended March 31, 2025. ~~Department~~This report contains forward-looking statements or forward-looking information (collectively, “forward-looking statements”) made pursuant to the safe harbor provisions of ~~Environmental~~the ~~Protection~~Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as the safe harbor provisions of applicable Canadian securities legislation, that are based on management’s beliefs and assumptions and involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact.

~~Through~~Forward-looking statements ~~Tonopah~~can ~~Custom~~also ~~Processing,~~be ~~Inc.~~identified (by words such as “~~TCP~~future”), a“anticipates”, ~~Water~~“believes”, “projects”, ~~Pollution~~“estimates”, ~~Control~~“expects”, ~~Permit~~“intends”, (“~~WPCP~~plans”), ~~Application~~“predicts”, ~~was~~“will”, “should”, ~~filed~~“would”, ~~with~~“could”, ~~the~~“can”, ~~Nevada~~“may”, ~~Department~~or ofsimilar ~~Environmental~~terms. ~~Protection (“NDEP”)~~Forward-looking ~~Bureau~~statements are not guarantees of ~~Mines~~future performance and ~~Mining~~ACRG’s ~~Reclamation~~actual ~~(“BMMR”)~~results ~~for~~may differ significantly from the ~~approval~~results ofdiscussed in the ~~permits~~forward-looking ~~necessary~~statements. ~~for~~ACRG acautions ~~small-scale~~that ~~mineral~~these ~~processing~~statements are subject to numerous important risks, uncertainties, assumptions, ~~facility~~and ~~planned~~other ~~for~~factors, ~~the~~some ~~Tonopah~~of ~~property~~which are beyond ACRG’s control. ~~The~~These ~~permit~~risks ~~process~~could iscause ~~currently~~ACRG’s onactual ~~hold,~~results ~~the~~to ~~Company~~differ ~~will~~materially from ~~reactivate~~those expressed or implied by such ~~application~~forward-looking ~~when~~statements, including, among others, risks related to adverse macroeconomic conditions; itgeopolitical istensions; ~~closer~~laws and policies resulting from change in federal government administration; impact of trade tarrifs; changes in consumer confidence and spending in response to ~~facilitating~~economic ~~mineral~~volatility; ~~processing.~~our ~~The~~ability ~~plant~~to ~~will~~develop ~~perform~~and ~~laboratory~~commercialize ~~testing,~~our ~~pilot~~products; ~~testing,~~our ability to integrate our acquisitions successfully into our business; supply chain disruptions that increase our costs and ~~custom~~impair ~~processing~~our ofability to ~~precious~~manufacture our products; our ability to attract and keep senior management and key scientific personnel; our ability to obtain and ~~metal~~maintain ~~ores~~intellectual property protection; the accuracy of our estimates regarding expenses, future revenues, and ~~concentrates~~capital ~~from~~requirements; and ~~mining~~the ~~industry~~“Risk ~~clients~~Factors” described in our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). ~~Processing~~The foregoing does not represent an exhaustive list of ~~ore~~matters ~~materials~~that ~~will~~may ~~employ~~be ~~standard~~covered ~~mineral~~by ~~processing~~the ~~techniques~~forward-looking statements contained ~~including~~herein ~~gravity~~or ~~concentration,~~risk ~~froth~~factors ~~flotation~~that ~~and~~we ~~chemical~~are ~~leaching~~faced ~~and~~with ~~carbon~~that ~~stripping~~may cause our actual results to differ from those anticipated in our forward-looking statements.

12Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We undertake no duty to update any of these forward-looking statements after the date of this Form 10-Q to conform our prior statements to actual results or revised expectations, except as required by applicable law.

The following ~~WPCP~~discussion ~~must~~and beanalysis ~~approved~~of ~~prior~~our tofinancial ~~commencing the~~condition ~~planned~~and ~~construction~~results of ~~our~~operations ~~processing~~should ~~plant~~be read in ~~Tonopah,~~conjunction ~~Nevada. In connection~~ with our ~~WPCP application, NDEP suggested that~~financial westatements ~~take~~and the ~~following~~related ~~actions:~~notes ~~(i)~~appearing ~~retain~~elsewhere ain ~~Nevada~~this ~~Certified~~Quarterly ~~Environmental~~Report. ~~Manager~~In ~~(“CEM”),~~addition ~~(ii)~~to ~~perform~~historical ~~Meteoric~~information, ~~Profile II water testing on ground water directly below~~ the ~~mill~~following asdiscussion contains ~~well~~forward-looking asstatements ~~surrounding~~that ~~wells~~involve ~~located off site~~risks, uncertainties and ~~(iii)~~assumptions. ~~determine~~See ~~baseline~~“Forward-looking ~~values~~Statements” for ofa ~~water~~discussion ~~using~~of the ~~Meteoric~~uncertainties ~~Profile~~and IIassumptions ~~results.~~associated ~~NDEP~~with ~~regulations~~these ~~require~~statements. ~~that~~Our ~~the~~actual ~~Company~~results ~~delay~~may ~~any~~differ ~~new~~materially ~~construction~~from ~~planned for “metal~~those ~~extraction”~~discussed ~~until after the permits are in place~~below.

~~Advanced Surveying & Professional Services,~~Business a Professional Land Surveyor (“PLS”), completed surveys and testing of the Tonopah property required for the application of our required permits. After completion of the survey, it was determined the property is 1,186 acres. The scope of work the PLS completed includes: (i) setting a total of 19 permanent monuments at angle points along lines, (ii) setting eight permanent monuments locating US Hwy 95, (iii) recording a professional map indicating longitude and latitude for all corners, and (iv) providing a digital map accessible in Auto Cad software.Overview

~~Site Preparation~~General

WeAmerican Clean ~~have~~Resources ~~completed~~Group, ~~the~~Inc. ~~initial~~(“we,” ~~grading~~“us,” of“our,” ~~specific designated~~“ACRG” ~~areas~~or on the 40“Company”) is ~~undisturbed~~an ~~acres~~exploration ofstage ~~land~~company ~~including~~having ~~clearing~~offices ~~all~~in ~~vegetation~~Lakewood, ~~removing~~Colorado ofand, ~~all~~through ~~scrap~~its ~~metal~~subsidiaries, ~~and~~a ~~the~~property ~~excavation of~~in ~~the~~Tonopah, ~~building~~Nevada. ~~pad~~Our business ~~for~~plan ~~preparation~~is ofto ~~our~~purchase ~~planned~~equipment ~~new 21,875 square foot processing plant~~ and ~~have~~build ~~completed~~a ~~the~~facility ~~removal~~on ofour ~~all~~Tonopah ~~the~~property ~~extra and~~to ~~unnecessary~~serve ~~materials~~as ~~and~~a ~~old~~permitted ~~equipment~~custom ~~that~~processing ~~has~~toll ~~accumulated~~milling facility on(which ~~the~~includes ~~land.~~an Weanalytical ~~have~~lab, ~~also~~pyrometallurgical ~~refurbished~~plant, aand ~~trailer~~hydrometallurgical ~~that~~recovery ~~will act as our construction office~~plant).

~~Business Plan~~15

~~Our~~The Company ~~business~~plans ~~plan~~to isperform topermitted ~~purchase equipment~~custom ~~and~~processing ~~build~~toll milling, which is a ~~facility~~process onwhereby ~~the~~mined ~~Tonopah~~material ~~property~~is tocrushed ~~serve~~and asground ainto fine ~~permitted~~particles ~~custom~~to ~~processing~~ease ~~toll~~the ~~milling~~extraction ~~facility~~of ~~which~~any ~~includes an~~precious ~~analytical~~minerals ~~lab~~contained therein, ~~pyrometallurgical~~such ~~plant~~as minerals in the gold, silver, and ~~hydrometallurgical~~platinum metal ~~recovery plant~~groups. WeCustom milling and refining can include many different processes that are ~~required~~designed tospecifically ~~obtain~~for ~~several~~each ~~permits~~ore ~~before~~load weand to ~~can~~maximize ~~begin~~the ~~construction~~extraction of aprecious ~~small-scale~~metals ~~mineral~~from carbon or concentrates. These toll-processing ~~facility~~services also distill, dry, mix, or mill chemicals and ~~the~~bulk ~~required~~materials ~~additional~~on ~~buildings~~a tocontractual ~~conduct~~basis ~~permitted~~and ~~processing~~provide a chemical production outsourcing option for industrial companies, which ~~toll~~lack ~~milling~~the ~~activities~~expertise, ~~and~~capacity, ~~commence~~or ~~operations~~regulatory permits for in-house production.

~~The Company owns tailings located on the Tonopah~~We ~~property~~are ~~and~~required ~~the rights~~ to ~~some~~obtain ~~tailings~~several ~~located~~permits inbefore ~~Manhattan,~~we ~~Nevada.~~can ~~The~~begin ~~Company~~construction ~~has not disturbed or processed any~~ of ~~this~~a ~~material, but~~small-scale ~~recently~~mineral ~~authorized GPR to examine the economic feasibility of~~ processing ~~the~~facility ~~tailings~~ to ~~reclaim~~conduct ~~their residual content of valuable~~permitted ~~metals in exchange for the exclusive right to process the tailings should their economic assessment prove positive. The terms of such~~ processing totoll bemilling ~~mutually~~activities ~~agreed upon between GPR~~ and ~~the~~construction ~~Company~~of in the ~~future~~required ~~based~~additional onbuildings ~~the~~for ~~results~~us ofto ~~the~~commence ~~assessment~~operations.

~~Products~~Any reference herein to “ACRG” “the Company,” “we,” “our,” or “us” is intended to mean American Clean Resources Group, Inc., a Nevada corporation, and ~~Services~~all of our subsidiaries unless otherwise indicated.

We plan to establish ourselves as a custom processing and permitted toll milling service provider. Our business plan is to build a facility on our Tonopah property, which includes an analytical lab, pyrometallurgical, and hydrometallurgical recovery plant.Subsidiaries

The Company has two wholly owned subsidiary, Aurielle Enterprises, Inc. (“AE”), a Nevada corporation and SWIS, LLC (“SWIS”), a Kentucky limited liability corporation. AE has two wholly owned subsidiaries, Tonopah Resources, Inc., (“TR”) a Nevada corporation and Tonopah Custom Processing, Inc., (“TCP”) a Nevada corporation.

~~On September 13, 2023,~~Results the Company executed an agreement to acquire a 100% interest in SWIS, L.L.C. (“SWIS”). SWIS has developed an algorithm and a “smart” device that provides essential information to improve water quality from Combined Sewer Overflow (“CSO”). Recently, we have assigned the patent to the University of Louisville (“U of L”) with the intent to commercialize the solution on behalf of the university, community, state and country. More importantly, SWIS along with other fellow entrepreneurs and environmental stewards have assembled a team to launch SWIS, with stakeholders from the U of L, Municipal Sewer Districts (“MSD”), and several state governments. SWIS is actively ready to launch a pilot project to test its modernized approach to CSO Public Notification Programs. Currently, the patented algorithm is on standby for integration into “smart” plugs that will be used for non-invasive in-home notification. An implementation playbook has been designed for municipal use. SWIS has a management team well versed in the necessary strategies for market penetration and adoption and looks to test its behavior modification program abilities with the University of Louisville.Operations

~~Combined Sewer Systems~~Comparison (“CSS”) were built over a century ago with the intention to divert wastewater away from households. CSS collect rainwater runoff, domestic sewage, and industrial wastewater into a single pipe system, which then transports the combined wastewater to a treatment plant. When the aged CSS is overwhelmed, the result is untreated wastewater being discharged directly into public waterways, such as creeks, streams, rivers, and other local bodies of ~~water referred to as CSO. The resulting discharges of pollutants into public waterways increases~~ the ~~amount~~Three ofMonths ~~suspended~~Ended ~~solids~~June ~~from point-source origins introduced to the ecosystem~~30, ~~creating~~2025 ~~a significant health hazard for wildlife~~ and ~~humans exposed to these waterways, historically tied to disease transmission~~2024. ~~These violate the Clean Water Act and result in significant repercussions from the EPA. Currently, over forty million people in 700+ municipalities nationwide live in a municipality with a CSS.~~

13The following table summarized our results of operations for the periods presented:

Current solutions rely predominantly on inadequate Public Notification Programs to prevent water use at the source, the household, during high-risk CSO times. The current Public Notification Programs utilized by all municipalities in a CSS entails email signups, website banners, pamphlets, signs, etc., which remains arduous and ineffective. This antiquated, ineffective approach creates the immediate need to develop a modern, real-time notification system that gives individual households and facilities the immediately ability to positively modify their water use behavior resulting in a decrease in harmful point source pollutants unknowingly and unnecessarily being introduced to public waterways.

	For Three Months Ended June 30,
	2025			2024
Operating expenses:
General and administrative expenses	$	243,969		$	315,129
Total operating expenses		243,969			315,129

Loss from operations		(243,969	)		(315,129	)

Other income (expense):
Other income		2,413			2,099
Interest expense		(114,069	)		(91,946	)
Total other expense, net		(111,656	)		(89,847	)

Loss before income tax provision		(355,625	)		(404,976	)

Income tax provision		-			-

Net loss	$	(355,625	)	$	(404,976	)

Net loss per common shares:
Basic net loss per common share	$	(0.03	)	$	(0.03	)

Weighted average shares outstanding per common shares:
Basic weighted average common shares outstanding		13,912,236			13,907,452

~~Comparison of the Three Months Ended March 31, 2024 and March 31, 2023~~Revenues

~~Revenues~~We had no revenues from any operations for the three months ended June 30, 2025 and 2024. Furthermore, we do not anticipate any significant future revenue until we have sufficiently funded construction and begin operations.

~~We had no revenues from any operations for the~~General ~~three months ended March 31, 2024~~ and ~~2023~~Administrative ~~Furthermore, we do not anticipate any significant future revenue until we have sufficiently funded construction and begin operations.~~Expenses

General and administrative expenses were $243,969 and ~~Administrative~~$315,129 ~~Expenses~~for the three months ended June 30, 2025 and 2024, respectively. The decrease was primarily due to decrease in expenses related to amortization expense associated with the SWIS developed technology that was written off at the end of 2024. We anticipate that future administration and operating expenses will increase for fiscal 2025 as we work toward completion of the planned merger.

~~General and administrative expenses were $128,608 for the three months~~Other ~~ended~~Income ~~March 31, 2024, as compared to $42,119 for the same period in 2023. The increase for the three months ended March 31, 2024, was principally a result of increased legal expenses, consulting fees~~ and the expenses brought on by SWIS. In the three months ended March 31, 2023, the $42,119 of administrative expenses resulted in the substantial completion of that effort. We anticipate that operating expenses will increase for fiscal 2024 as we continue to move forward with the merger with SMS.Expenses

~~Other~~During the ~~Income~~three months ended June 30, 2025 and ~~Expenses~~2024, other expenses increased by $21,809. The increase is primarily due to an increase in interest expense of $22,123 offset by an increase in other income of $314. The $22,123 increase in interest expense relates to higher debt balance during the three months ended June 30, 2025 compared to 2024.

~~We receive monthly lease payments of from American~~Results ~~Tower Corporation for a cellular tower located on our Tonopah land. As such Other Income for the three months ended March 31, 2024, was $601. Additionally, the gain on derecognition~~ of ~~debt for the three months ended March 31, 2023 of $57,572 was not reproduced in the current period.~~Operations

~~Interest expense for the three months ended March~~Comparison ~~31,~~of ~~2024, was $77,896, compared to $212,909 for~~ the ~~same~~Six ~~period~~Months inEnded ~~2023.~~June ~~The decrease in interest expense for the three months ended March 31~~30, ~~2024~~2025 isand ~~due to the conversion of debt owed to GPR to common stock during the year ended December 31, 2023~~2024.

~~Liquidity~~The following ~~and~~table ~~Capital~~summarized ~~Resources~~our results of operations for the periods presented:

Liquidity is a measure of an entity’s ability to secure enough cash to meet its contractual and operating needs as they arise. We have funded our operations and satisfied our capital requirements through increases in convertible debt pursuant to our LOC during the three months ended March 31, 2024 and 2023. We do not anticipate generating sufficient net positive cash flows from our operations to fund the next twelve months. We had a working capital deficit of $3,429,901 at March 31, 2024. Cash was $9,311 at March 31, 2024, as compared to cash of $36,254 at December 31, 2023.

	For Six Months Ended June 30,
	2025			2024
Operating expenses:
General and administrative expenses	$	538,901		$	526,627
Total operating expenses		538,901			526,627

Loss from operations		(538,901	)		(526,627	)

Other income (expense):
Other income		4,827			9,198
Interest expense		(219,192	)		(179,821	)
Total other expense, net		(214,365	)		(170,623	)

Loss before income tax provision		(753,266	)		(697,250	)

Income tax provision		-			-

Net loss	$	(753,266	)	$	(697,250	)

Net loss per common shares:
Basic net loss per common share	$	(0.05	)	$	(0.05	)

Weighted average shares outstanding per common shares:
Basic weighted average common shares outstanding		13,912,236			13,907,444

Our cash reserves will not be sufficient to meet our operational needs and thus, we need to raise additional capital to pay for our operational expenses and provide for capital expenditures. Our basic operational expenses are currently estimated at approximately $49,000 per month. Above the basic operational expenses, we estimate that we need approximately $10,000,000 to begin limited toll milling operations. If we are not able to raise additional working capital, we may have to cease operations altogether.17

14Revenues

~~Operating~~We had ~~Activities~~no revenues from any operations for the six months ended June 30, 2025 and 2024. Furthermore, we do not anticipate any significant future revenue until we have sufficiently funded construction and begin operations.

~~Net cash used in operating activities was $(26,943) and $(593) for~~General ~~the three months ended March 31, 2024~~ and ~~2023,~~Administrative ~~respectively. Cash was provided by operating activities during both periods primarily due to payments advanced under the LOC for operating expenses offset by net increases in accrued liabilities.~~Expenses

~~Investing~~General and ~~Activities~~administrative expenses were $538,901 and $526,627 for the six months ended June 30, 2025 and 2024, respectively. The increase was primarily due to increases in expenses related to accounting, legal and consulting fees.

~~For the three months ended March 31, 2024, net cash used in investing~~Other ~~activities~~Income ~~was~~and ~~$0 .~~Expenses

~~Financing~~During the ~~Activities~~six months ended June 30, 2025 and 2024, other expenses increased by $43,742. The decrease is primarily due to an increase in interest expense of $39,371 and a decrease in other income of $4,371. The $39,371 increase in interest expense relates to a higher average debt balance during the six months ended June 30, 2025 compared to 2024.

~~For the three months ended March 31, 2024, net~~Liquidity ~~cash~~and ~~provided~~Capital ~~by financing activities was $0. For the three months ended March 31, 2023, net cash provided by financing activities was also $0.~~Resources

~~Off-Balance~~Since inception, ~~Sheet~~we ~~Arrangements~~have financed our operations from a combination of:

~~During~~● ~~the~~issuance ~~three~~and ~~months~~sales ~~ended March 31, 2024, we did not engage in any off-balance sheet arrangements as defined in item 303(a)(4)~~ of ~~the~~our ~~SEC’s~~Class ~~Regulation~~A ~~S-K.~~common stock;

~~Effects~~● issuance of ~~Inflation~~promissory notes payable with related and non-related parties;

We● doissuance ~~not~~of ~~believe~~convertible ~~that~~promissory ~~inflation~~notes ~~has~~payable ~~had~~with arelated ~~material impact~~and onnon-related ~~our~~parties; ~~business, revenues or operating results during the periods presented.~~and

~~Critical~~● ~~Accounting~~cash ~~Policies~~advances ~~and~~from ~~Estimates~~related parties

~~Our significant accounting policies are more fully~~We ~~described~~have inexperienced ~~the~~operating ~~notes~~losses tosince our ~~condensed~~inception ~~consolidated~~and ~~financial~~had ~~statements~~a ~~included~~total ~~herein~~accumulated ~~for~~deficit ~~the~~of ~~three~~$114,307,203 ~~months~~as ~~ended~~of ~~March~~June 3130, ~~2024~~2025. ~~and~~We expect into ~~the~~incur ~~notes~~additional tocost ~~our~~and ~~consolidated~~require ~~financial~~additional ~~statements~~capital ~~included~~as inwe ~~our~~continue ~~Annual~~to ~~Report~~implement onour ~~Form~~expansion ~~10-K~~plan. ~~for~~During the ~~year~~six months ended ~~December~~June 30, 312025, ~~2023. We~~our ~~believe~~cash ~~that~~used ~~the~~in ~~accounting~~operating ~~policies~~activities ~~below~~was ~~are~~$503,766. ~~critical~~During ~~for~~the ~~one~~six tomonths ~~fully~~ended ~~understand~~June ~~and~~30, ~~evaluate~~2024, our ~~financial~~cash ~~condition~~used ~~and~~in ~~results~~operating activities ofwas ~~operations~~$99,870.

~~Impairment~~Known Trends ofand ~~Long-lived Assets~~Uncertainties

~~We review our property and mining and mineral~~As ~~rights~~of ~~subject~~June to30, ~~amortization~~2024, ~~and~~our ~~other~~current ~~long-lived~~ assets ~~for~~were ~~impairment~~significantly ~~whenever~~less ~~events~~than orour ~~changes~~current inliabilities, ~~circumstances~~resulting ~~indicate~~in ~~that~~a ~~the carrying~~working ~~amount~~capital ~~of an asset class may not be recoverable~~deficit. ~~Indicators of potential impairment include: an adverse change in legal factors~~This ~~or in the business climate that could affect the value of the asset; an adverse change in the extent or manner in which the asset is used or is expected to be used~~deficit, oralong inwith ~~its~~recurring ~~physical~~operating ~~condition;~~losses and ~~current~~negative ~~or forecasted operating or~~ cash ~~flow~~flows ~~losses~~from ~~that~~operations, ~~demonstrate~~raises ~~continuing losses~~substantial ~~associated~~doubt ~~with~~about ~~the~~our ~~use~~ability ofto continue ~~the~~as ~~asset.~~a Ifgoing ~~indicators~~concern ~~of impairment are present, the asset is tested~~ for ~~recoverability by comparing~~ the ~~carrying~~next ~~value~~twelve ofmonths ~~the~~from ~~asset to~~ the ~~related~~date ~~estimated~~these ~~undiscounted~~financial ~~future~~statements ~~cash~~were ~~flows~~issued. ~~expected~~Our ability to ~~be derived from the asset. If the~~continue ~~expected~~as ~~cash~~a ~~flows~~going ~~are~~concern ~~less~~is ~~than~~dependent ~~the~~on ~~carrying~~our ~~value~~ability ofto ~~the~~obtain ~~asset,~~additional ~~then~~financing ~~the~~and ~~asset is considered~~ to begenerate ~~impaired~~revenue and ~~its~~cash ~~carrying~~flow ~~value is written down~~ to ~~fair~~meet ~~value,~~our ~~based~~ obligations on ~~the~~a ~~related~~timely ~~estimated discounted cash flows~~basis. ~~During~~Management ~~the~~is ~~year~~actively ~~ended~~seeking ~~December~~additional ~~31,~~sources ~~2018, we combined the carrying value~~ of ~~our~~capital, ~~mining~~including debt and ~~mineral~~equity ~~assets~~financing, ~~as they are inseparable~~ and ~~depend~~is ~~upon~~evaluating cost ~~each~~containment ~~other~~measures into ~~value~~preserve ~~creation~~liquidity. ~~See Note 3.~~ There ~~were~~is no ~~impairment~~assurance ~~charges~~that insuch ~~the~~funding ~~three~~will ~~months~~be ~~ended~~available ~~March~~on 31acceptable terms, ~~2024~~or at all.

15Internal and External Sources of Liquidity

~~Recent~~Our primary ~~Accounting~~internal ~~Standards~~source of liquidity is cash on hand, which was $8,445 as of June 30, 2025. We do not currently generate positive operating cash flows. Our external sources of liquidity include related party financing (notably from GPR), potential equity issuances, and possible third-party debt arrangements. The Company does not have any off-balance sheet financing arrangements.

~~During the year ended December 31, 2023, and the~~Material ~~three~~Cash ~~months~~Requirements ~~ended March 31, 2024~~ and through the date of this filing, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. Commitments

~~Item~~Our primary 3short-term cash requirements are to fund working capital and service short-term debt. ~~Quantitative~~Working capital requirements can vary significantly from period to period, particularly as a result of additional development expenses. As of June 30, 2024, the Company had no material commitments for capital expenditures. However, significant capital will be required to fund the construction of the Tonopah processing facility and the planned industrial park. The Company anticipates that these requirements will be met through a combination of equity ~~Qualitative~~and ~~Disclosures~~debt ~~about~~financing, ~~Market~~as ~~Risk~~well as potential government grants and strategic partnerships. The general purpose of these expenditures is to advance the Company’s business plan, including the development of permitted custom processing toll milling operations and the ACRG Greenway to Power™ Renewable Energy Industrial Park.

~~Not Applicable.~~18

~~Item~~Trends in 4.Capital ~~Controls~~Resources and ~~Procedures~~Changes in Mix/Cost

~~Evaluation~~During the period, the Company’s capital structure shifted from debt to equity as a result of ~~Disclosure~~the ~~Controls~~conversion of the GPR line of credit into common stock. This reduced interest expense but increased shareholder dilution. The cost of capital remains high due to the Company’s financial condition and ~~Procedures~~market volatility. Future financing may be more expensive or dilutive, and there is no assurance that such financing will be available on acceptable terms.

~~We maintain disclosure controls~~Risks and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosures. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.Uncertainties

~~Under~~The Company ~~the~~is ~~supervision~~subject ~~of, and~~to ~~the~~risks ~~participation~~from ofinflation, ~~our~~rising ~~management,~~interest ~~including our Chief Executive Officer and Chief Financial Officer~~rates, ~~we have conducted an evaluation of our disclosure controls~~ and ~~procedures~~volatility ~~(as defined~~ in ~~Rules~~capital ~~13a-15(e) and 15d-15(e) under the Exchange Act~~markets, aswhich ~~amended)~~may asadversely ofaffect ~~the end~~its ofability ~~the period covered by this Annual Report on Form 10-K~~ to ~~ensure~~raise that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosurecapital. ~~Based on this evaluation~~Additionally, ~~our Chief Executive Officer and Chief Financial Officer concluded that~~ the ~~design and~~mining ~~operation of our disclosure controls~~ and ~~procedures~~renewable ~~were~~energy ~~not~~sectors ~~effective~~are asexperiencing ofincreased ~~December~~regulatory ~~31,~~scrutiny 2023, because of the identification of the material weaknesses in internal control over financial reporting described below. Notwithstanding the material weaknesses that existed as of December 31, 2023, our Chief Executive Officer and ~~Chief Financial Officer have each concluded that the consolidated financial statements~~competition ~~included~~for ~~in this Annual Report on Form 10-K present fairly~~funding, inwhich ~~all~~could ~~material~~impact ~~respects,~~ the ~~financial~~Company’s ~~position,~~liquidity ~~results of operations~~ and ~~cash~~ ~~flows~~capital ~~of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States of America (“GAAP”)~~resources. ~~We are currently taking steps to remediate such material weaknesses as described below.~~

~~Changes~~Convertible Promissory inNotes ~~Internal Control Over Financial Reporting~~Payable

~~There~~On March ~~were~~16, no2020, ~~changes~~the inCompany ~~our~~executed ~~internal~~a ~~control~~Line of Credit (“LOC”) with GPR, related party. The LOC is for up to $2,500,000, matures over ~~financial~~three ~~reporting~~years ~~during~~and ~~the~~may ~~three~~be ~~months~~increased ~~ended~~by ~~March~~up 31to another $1,000,000 ~~2024~~and extended an additional two years, ~~that~~respectively, ~~have~~at ~~materially~~GPR’s sole ~~affected~~option. The LOC bears interest at 10% per annum, oris ~~are~~convertible ~~reasonably~~into ~~likely~~shares toof ~~materially~~the Company’s common stock at a per share price ~~affect,~~of ~~our~~$0.04 ~~internal~~based ~~control~~on ~~over~~the ~~financial~~last ~~reporting~~closing sale price on the date of execution and will be secured by the real and personal property GPR already has under lien.

The Company entered into a Second Amendment and Forbearance Agreement with GPR on January 5, 2023 wherein GPR agreed to: (a) increase the existing LOC from $5,000,000 due March 16, 2025 to $35,000,000 due March 16, 2027, (b) roll two existing promissory notes (Tina Gregerson and Krupp notes) purchased by GPR into the LOC resulting in the extinguishment of such notes as separate instruments, and (c) to forebear until January 12, 2024, on exercising its foreclosure rights under its defaulted Senior Secured Note. The Company’s Board of Directors approved a revision in the conversion price at which the LOC may convert into the Company’s common stock from $1.65 per share to $1.05 per share, based upon the market price of the Company’s common stock over the 3 days preceding the agreement. GPR is the Company’s majority shareholder and largest debtholder. GPR holds a senior secured interest in all of the assets of the Company, including the stock of its subsidiary entities.

~~PART~~On June II12, –2023, ~~OTHER~~the ~~INFORMATION~~Company entered into a Third Amendment Agreement with GPR, wherein the LOC was increased to $52,500,000 and both the Senior Secured Promissory Note (previously held by PPMC and acquired in 2019) and the Flechner Judgment were rolled into the balance of the LOC and the Deed of Trust was increased to $250,000,000. The LOC bears interest at 10% per annum and is convertible into shares of the Company’s common stock at $2.00 per share and is secured by the Company’s real and personal property and its subsidiaries stock.

~~Item~~In 1furtherance of the preparation for the planned merger with the SMS Group, GPR converted a $5,250,000 portion of the LOC into 5 million shares of restricted common stock effective August 2, 2023. ~~Legal~~The ~~Proceedings~~remaining $4,969,551 balance of the LOC was converted into 4,732,906 shares of restricted common stock effective August 15, 2023. GPR now owns 10,542,989 shares of common stock, which is 73% of the Company’s outstanding shares of common stock, 511,324 of those shares are classified on the statements of stockholders’ deficit as shares issued in excess.

~~None~~As of June 30, 2025 the outstanding principal and accrued interest balance was $937,080 and $55,925, respectively. During the six months ended June 30, 2025, the Company had $0 and $511,492 expenses that were paid directly by GPR - related party and proceeds from convertible notes - related party, respectively. The Company’s convertible note line of credit with GPR was increased by this same amount.

~~ITEM 1A. RISK FACTORS~~19

~~As a smaller reporting company, we are not required~~Going to provide the information required by this Item. We note, however, that an investment in our common stock involves a number of very significant risks. Investors should carefully consider the risk factors included in the “Risk Factors” section of our Annual Report on Form 10-K for our fiscal year ended December 31, 2023, as filed with SEC on July 16, 2024, in addition to other information contained in such Annual Report and in this Quarterly Report on Form 10-Q, in evaluating the Company and our business before purchasing shares of our common stock. The Company’s business, operating results and financial condition could beConcern

~~adversely~~The accompanying ~~affected~~consolidated ~~due~~financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses and as of December 31, 2024, had an accumulated deficit of $114,307,203. For the six months ended June 30, 2025, the Company sustained a net loss of $753,266. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. These financial statements do not include any adjustments relating to the recoverability and classification of ~~those~~recorded ~~risks~~asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months from the date of issuance of these financial statements. There is no guarantee the Company will be successful in achieving obtaining additional funding and may have to cease operations.

~~Item~~Cash ~~2. Unregistered Sales of Equity Securities and Use Of Proceeds~~Flows

None.

	Six Months Ended June 30,
	2025			2024
Net cash used in operating activities	$	(503,766	)	$	(99,870	)
Net cash provided by investing activities		511,492			77,100
Net cash provided by financing activities		-			-
Increase (decrease) in cash	$	7,726		$	(22,770	)

~~Item 3. Defaults upon Senior~~Operating ~~Securities~~Activities

~~None~~Net cash used in operating activities was $503,766 for the six months ended June 30, 2025, primarily due to the net loss for the year, offset by a decrease in prepaid expenses, increases in accounts payable, accrued interest, and accrued interest-related parties.

~~Item~~Net cash 4used in operating activities was $99,870 for the six months ended June 30, 2024, primarily due to the net loss for the year, increase in prepaid expenses, decrease in accounts payable-related parties. ~~Mine~~These ~~Safety~~activities ~~Disclosures~~were offset by amortization expense, common stock issued for services, increases in accounts payable, accrued interest, and accrued interest-related parties.

~~Not Applicable.~~Investing Activities

~~Item~~For the 5.six ~~Other~~months ~~Information~~ended June 30, 2025, and 2024 the Company conducted no investing activities.

~~None.~~Financing Activities

17Net cash provided by financing activities was $511,492 for the six months ended June 30, 2025, primarily due to proceeds from convertible promissory notes, related party.

~~Item~~Net cash 6.provided ~~Exhibits~~by financing activities was $77,100 for the six months ended June 30, 2024, primarily due to proceeds from convertible promissory notes, related party.

Exhibit Number		Description
(31)		Rule 13a-14(a)/15d-14(a) Certifications
31.1*		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2*		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1*		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer
32.2*		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Accounting Officer
(101)*		Interactive Data Files
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)

Off-Balance Sheet Arrangements

*We do ~~Filed~~not ~~herewith~~have any off-balance sheet arrangements.

1820

~~SIGNATURES~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~Pursuant~~We are exposed to ~~the~~market ~~requirements of~~risks in the ~~Securities~~ordinary ~~Exchange~~course ~~Act~~ of ~~1934,~~our business. Market risk represents the ~~registrant~~risk ~~has~~of ~~duly~~loss ~~caused~~that ~~this~~may ~~report~~impact our financial position due to beadverse ~~signed~~changes onin ~~its~~financial ~~behalf~~market byprices and rates. Our market risk exposure is primarily the ~~undersigned,~~result ~~thereunto~~of fluctuations ~~duly~~in ~~authorized~~interest rates, inflation, and regulatory.

	AMERICAN CLEAN RESOURCES GROUP, INC.
	By:	/s/ Tawana Bain
		Tawana Bain
		Chief Executive Officer
		(Principal Executive Officer)
		Date: July 16, 2024
	By:	/s/ Sharon Ullman
		Sharon Ullman
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)
		Date: July 16, 2024

Interest Rate Risk

19As of March 31, 2025, we had limited exposure to changes in interest rates, as our outstanding debt is primarily fixed-rate. However, any future borrowings may be subject to variable interest rates, which could increase our interest expense if rates rise.

Inflation NONE 0.02 0.07 14418760 2674530 false --12-31 Q1 true 0000773717 0000773717 2024-01-01 2024-03-31 0000773717 2024-07-16 0000773717 2024-03-31 0000773717 2023-12-31 0000773717 us-gaap:RelatedPartyMember 2024-03-31 0000773717 us-gaap:RelatedPartyMember 2023-12-31 0000773717 us-gaap:SeriesAPreferredStockMember 2024-03-31 0000773717 us-gaap:SeriesAPreferredStockMember 2023-12-31 0000773717 2023-01-01 2023-03-31 0000773717 2022-12-31 0000773717 2023-03-31 0000773717 us-gaap:CommonStockMember 2022-12-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0000773717 us-gaap:RetainedEarningsMember 2022-12-31 0000773717 us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0000773717 us-gaap:CommonStockMember 2023-03-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0000773717 us-gaap:RetainedEarningsMember 2023-03-31 0000773717 us-gaap:CommonStockMember 2023-12-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0000773717 us-gaap:RetainedEarningsMember 2023-12-31 0000773717 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0000773717 us-gaap:CommonStockMember 2024-03-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0000773717 us-gaap:RetainedEarningsMember 2024-03-31 0000773717 acrg:AmericanCleanResourcesGroupIncMember acrg:SWISMember 2023-09-13 2023-09-13 0000773717 acrg:SWISMember 2024-01-01 2024-03-31 0000773717 acrg:GPRMember 2024-01-01 2024-03-31 0000773717 2023-01-01 2023-12-31 0000773717 acrg:GranitePeakResourcesLLCMember 2020-03-16 0000773717 acrg:GranitePeakResourcesLLCMember 2020-03-16 2020-03-16 0000773717 us-gaap:CommonStockMember 2020-03-16 0000773717 acrg:GranitePeakResourcesMember 2023-01-01 2023-12-31 0000773717 acrg:GranitePeakResourcesMember 2024-01-01 2024-03-31 0000773717 acrg:LOCMember 2024-01-01 2024-03-31 0000773717 acrg:LOCMember 2023-01-01 2023-12-31 0000773717 srt:MaximumMember 2024-03-31 0000773717 srt:MinimumMember 2024-03-31 0000773717 acrg:LOCMember 2024-03-31 0000773717 us-gaap:SeriesAPreferredStockMember 2024-01-01 2024-03-31 0000773717 acrg:DistributionInLiquidationMember 2024-03-31 0000773717 acrg:PurePathCapitalManagementLLCMember 2019-03-31 2019-03-31 0000773717 acrg:GranitePeakResourcesMember 2019-03-31 0000773717 acrg:GranitePeakResourcesMember 2019-03-31 2019-03-31 0000773717 acrg:GranitePeakResourcesMember 2020-03-31 2020-03-31 0000773717 acrg:GranitePeakResourcesMember 2020-03-31 0000773717 acrg:GranitePeakResourcesMember 2024-01-01 2024-03-31 0000773717 2023-06-12 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure utr:sqm Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and operating results.

Regulatory Risk

Changes in the regulatory environment, particularly those affecting the mining and renewable energy sectors, could impact our operations and financial results. We monitor regulatory developments and adjust our business strategies as necessary.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosures. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.

Under the supervision of, and the participation of, our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were not effective as of June 30, 2025, because of the identification of the material weaknesses in internal control over financial reporting described below. Notwithstanding the material weaknesses that existed as of June 30, 2025, our Chief Executive Officer and Chief Financial Officer have each concluded that the consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We are currently taking steps to remediate such material weaknesses as described below.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

●

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

●

Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

●

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), as of June 30, 2024.

As a result of our continued material weaknesses described below, management has concluded that, as of June 30, 2025, our internal control over financial reporting was not effective based on the criteria in “Internal Control-Integrated Framework” issued by COSO.

Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment, management identified the following control deficiencies, which were previously identified, that still represent material weaknesses as of June 30, 2025:

●

The Company, at times in the past prior to the period covered by this annual statement, entered into material transactions without timely obtaining the appropriate signed agreements, stock certificates and board approval prior to releasing cash funds called for by the transaction. Management believes the approval process currently in place is sufficient to alleviate any misappropriation of funds and will change procedures if and when circumstances indicate they are needed. Although the Company has taken steps to prevent this from happening by utilizing an escrow agent, agreements entered into by prior management will continue to cause an issue until such prior agreements terminate or expire.

●

Management did not design and maintain effective control relating to the quarter end closing and financial reporting process due to lack of evidence of review surrounding various account reconciliations and properly evidenced journal entries. Due to the Company’s limited resources, the Company has insufficient personnel resources and technical accounting and reporting expertise to properly address all of the accounting matters inherent in the Company’s financial transactions. Additionally, though the Company has recently formed a formal audit committee, the Company has not yet formalized processes and controls that would provide proper board oversight role within the financial reporting process. Management continues to search for additional board members that are independent and can add financial expertise and intends to formalize oversight processes in this area in an effort to remediate part of this material weakness.

●

The Company’s change in management, board members and officer positions resulting in changes of the responsible person for certain duties has caused delays in the timely review of financial data and banking information. The Company has very limited review procedures in place. This material weakness, previously identified, continued in 2024 as a result of additional management changes. Management plans to establish a more formal review process by the board members in an effort to reduce the risk of fraud and financial misstatements.

We are in the process of establishing certain steps in response to the identification of these material weaknesses that should result in certain changes in our internal control over financial reporting, but due to the Company’s limited funds and inability to add certain staff personnel, the changes may be limited and may also not be completely effective. There were no additional material weaknesses noted during the quarter ended June 30, 2025.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We know of no active or pending legal proceedings against us, nor are we involved as a plaintiff in any proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Arrangements

None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025, as such terms are defined under Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibits are filed as part of this Quarterly Report on Form 10-Q or are incorporated herein by reference.

Exhibit		Description
3.1		Amended and Restated Articles of Incorporation filed with the State of Nevada (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended 2010 filed on March 21, 2011).
3.2		Articles of Amendment, effective January 4, 2013 (incorporated by reference to Exhibit 99-3i03 to the Company’s Current Report on Form 8-K filed on March 13, 2013).
3.3		Amendment to the Articles of Incorporation and Plan of Conversion filed with the State of Colorado with effective dates of March 4 and March 5, 2013 (incorporated by reference to the Schedule 14C information filed on February 11, 2013).
3.4		Bylaws of Standard Gold, Inc. (incorporated by reference to Exhibit D to the Company’s Schedule 14C filed on February 11, 2013).
4.1**		Description of Securities registered with the Securities and Exchange Commission
10.1		Exchange Agreement, dated March 15, 2011, by and between the Company, Shea Mining & Milling, LLC, Afignis, LLC, Leslie Lucas Partners, LLC, Wits Basin Precious Minerals Inc. and Alfred A. Rapetti, (incorporated by reference to Exhibit 10.13 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).
10.2		Assignment and Assumption of Loan Documents and Loan Modification Agreement, dated March 15, 2011, by and between the Company, Shea Mining & Milling, LLC and NJB Mining, Inc, (incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).
10.3		Term Loan Agreement, dated August 25, 2009, by and between Shea Mining & Milling, LLC and NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.15 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).
10.4		Promissory Note, dated August 25, 2009, issued by Shea Mining & Milling, LLC to NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.16 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).
10.5		Deed of Trust and Security Agreement with Assignment of Rents and Fixture Filing, dated August 21, 2009, executed by Shea Mining & Milling, LLC in favor of NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.17 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).
10.6		Assignment of Lease and Rents, dated August 21, 2009, executed by Shea Mining & Milling, LLC in favor of NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.18 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).
10.7		Environmental Indemnity, dated August 25, 2009, by and between Shea Mining & Milling, LLC and NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.19 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).
10.15		Articles of Amendment to the Articles of Incorporation of Standard Gold, Inc. (incorporated by reference to Exhibit A to the Company’s Schedule 14C filed on February 11, 2013).
10.16		Plan of Conversion of Standard Gold, Inc., a Colorado corporation, into Standard Gold, Inc., a Nevada corporation (incorporated by reference to Exhibit B to the Company’s Schedule 14C filed on February 11, 2013).
10.17		Articles of Incorporation of Standard Gold, Inc. (incorporated by reference to Exhibit C to the Company’s Schedule 14C filed on February 11, 2013).
10.19		Statement of Correction (Document Number 20111157771) (incorporated by reference to Exhibit 3(i).01 to the Company’s Form 8-K filed on March 13, 2013).
		Statement of Correction (Document Number 20111178093) (incorporated by reference to Exhibit 3(i).02 to the Company’s Form 8-K filed on March 13, 2013).
		Articles of Amendment (Document Number 20131009270) (incorporated by reference to Exhibit 3(i).03 to the Company’s Form 8-K filed on March 13, 2013).
24**		Power of Attorney (included on the signature page hereto).
31.1**		Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**		Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**		Inline XBRL Instance Document
101.SCH**		Inline XBRL Taxonomy Extension Schema
101.CAL**		Inline XBRL Taxonomy Extension Calculation
101.DEF**		Inline XBRL Taxonomy Extension Definition
101.LAB**		Inline XBRL Taxonomy Extension Label
101.PRE**		Inline XBRL Taxonomy Extension Presentation
104		Cover Page Interactive Data File. (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith electronically

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN CLEAN RESOURCES GROUP, INC.

Dated: August 19, 2025	By:	/s/ Tawana Bain
		Tawana Bain
		Chief Executive Officer

Each person whose signature to this Quarterly Report appears below hereby constitutes and appoints Tawana Bain and Sharon L. Ullman as their true and lawful attorney-in-fact and agent, with full power of substitution, to sign on their behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file all amendments to this Quarterly Report and any and all instruments or documents filed as part of or in connection with this Quarterly Report or the amendments thereto and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or their substitutes, shall do or cause to be done by virtue hereof.

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

Name	Title	Date

/s/ Tawana Bain	Chief Executive Officer, Director and Chairwoman	August 19, 2025
Tawana Bain

/s/ Sharon Ullman	Chief Financial Officer and Director	August 19, 2025
Sharon Ullman

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