U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the Year Ended December 31, 2025

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 Incorporation or Organization)		(I.R.S. Employer Identification Number)

12567 West Cedar Drive, Suite 104, Lakewood, Colorado 80228-2039

(Address of Principal Executive Offices)

Issuer’s telephone number including area code: (702) 458-1124

Securities registered under Section 12(b) of the Exchange Act: None

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

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

N/A

(Former Name, Former Address and Former Fiscal Year,

if Changed Since Last Report)

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

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

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by 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 ☒

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

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

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

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

On March 30, 2026, there were 14,099,393 shares of the registrant’s common stock, $0.001 par value share, issued and outstanding.

Documents Incorporated by Reference: None.

AMERICAN CLEAN RESOURCES GROUP, INC.

Annual Report on Form 10-K

For the Year Ended December 31, 2025

Table of Contents

		Page
PART I

ITEM 1. BUSINESS		1

ITEM 1A. RISK FACTORS		7

ITEM 2. PROPERTIES		14

ITEM 3. LEGAL PROCEEDINGS		14

ITEM 4. MINE SAFETY DISCLOSURES		14

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		15

ITEM 6. [Reserved]		15

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		16

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		23

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		23

ITEM 9A. CONTROLS AND PROCEDURES		24

ITEM 9B. OTHER INFORMATION		25

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.		25

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		26

ITEM 11. EXECUTIVE COMPENSATION		28

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		29

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		30

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES		32

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES		33

SIGNATURES		34

PART I

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains both historical statements and statements that are forward-looking in nature. Historical statements are based on events that have already happened. Certain of these historical events provide some basis to our management, with which assumptions are made relating to events that are reasonably expected to happen in the future. Management also relies on information and assumptions provided by certain third- party operators of our projects as well as assumptions made with the information currently available to predict future events. These future event predictions, or forward-looking statements, include (but are not limited to) statements related to the uncertainty of the quantity or quality of ore or tailings grades, the fluctuations in the market price of such reserves, as well as gold, silver and other precious minerals, general trends in our operations or financial results, plans, expectations, estimates and beliefs. You can identify forward-looking statements by terminology such as “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “continue,” “expect,” “intend,” “plan,” “predict,” “potential” and similar expressions and their variants. These forward-looking statements reflect our judgment as of the date of this Annual Report with respect to future events, the outcome of which is subject to risks, which may have a significant impact on our business, operating results and/or financial condition. 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 update forward-looking statements. The risks identified in Item 1A, among others, may impact forward-looking statements contained in this Annual Report.

ITEM 1. BUSINESS

Business Overview

General

American Clean Resources Group, Inc. (“we,” “us,” “our,” “ACRG” or the “Company”) is an exploration stage company with administrative offices in Lakewood, Colorado and, through its subsidiaries, ownership of property in Tonopah, Nevada. The Company has not yet commenced revenue-generating operations. Our business plan is to purchase equipment and, subject to obtaining required permits and financing, construct a facility on our Tonopah property to serve as a permitted custom processing toll milling facility, which is intended to include an analytical laboratory, a pyrometallurgical plant, and a 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 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.

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 for us to commence operations.

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

Corporate History

The Company was incorporated in the State of Colorado on July 10, 1985, as Princeton Acquisitions, Inc. On December 7, 2009, the Company changed its name to Standard Gold, Inc. Effective March 5, 2013, the Company moved its domicile from Colorado to Nevada and changed its name from Standard Gold, Inc. to Standard Gold Holdings, Inc. In 2013, the Company changed its name to Standard Metals Processing, Inc., and coincident with announcing its plans to acquire 80.1% of Sustainable Metals Solutions, LLC and its subsidiaries (the “SMS Group” or “SMS”) during 2022, changed its name to American Clean Resources Group, Inc. to more accurately reflect the business plans contemplated by the Company, and relocated its administrative offices into those adjacent to Granite Peak Resources, LLC (“GPR”), an ACRG affiliate. (see “Recent Actions” below for further information regarding the SMS Group).

On March 15, 2011, we closed a series of transactions, whereby we acquired certain assets of Shea Mining & Milling, LLC (“Shea Mining”), 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 to acquire the Shea assets to develop a permitted custom processing toll milling of precious minerals business in Tonopah, Nevada. 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 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. The land encompasses 1,186 deeded acres, one of the largest private land holdings in Esmeralda County, Nevada. Approximately 334 acres of this land has an estimated 2.2 million tons of tailings known as the Millers Tailings from the historic gold rush of Goldfield and Tonopah, Nevada sitting on it.

Subsidiaries

The Company has one wholly owned subsidiary, Aurielle Enterprises, Inc. (“AE”). AE has four wholly owned subsidiaries, Tonopah Resources, Inc., a Nevada corporation, Tonopah Custom Processing, Inc., a Nevada corporation, ACRG Energy Holdings Inc., a Nevada corporation, and ACRG Processing Holdings, Inc., a Nevada C Corporation.

In November 2025, the Company rescinded its prior acquisition of SWIS, LLC and no longer holds any ownership interest in that entity.

Products and Services

We seek to establish ourselves as a custom processing and permitted toll milling service provider. Our business plan is to build a small-scale mineral processing facility on our Tonopah property, which is intended to include an analytical laboratory, a pyrometallurgical plant, and a hydrometallurgical recovery plant. The Company’s intention is to become a fully permitted custom toll milling and processing company that facilitates the extraction of precious and strategic minerals from mined material. Because we have not yet constructed or commenced operations at the Tonopah facility, these objectives remain subject to significant uncertainties, including our ability to obtain required permits and secure sufficient funding for construction.

We will be required to obtain several key permits before we can begin construction and operation of the processing facility, and there can be no assurance that such permits will be obtained on the anticipated timeline, or at all (see “Item 1A. Risk Factors”).

Many junior miners do not have the capital or in-house capability to permit and operate their own processing facilities, yet they have a large supply of mined material requiring milling. It is often cost-prohibitive or impractical for these mine operators to send their materials to processing mills owned by large mining companies. While Nevada historically was a mining center with substantial milling capacity, over the past several decades most third-party toll milling operations in the state have been closed due to high regulatory costs and the vertical integration of major mining companies, leaving junior miners with few options for local milling services.

If and when our Tonopah processing facility is constructed, permitted, and becomes operational, management believes it could fill a critical gap by providing independent, custom toll milling capacity. The Company owns a ball mill and related equipment intended for use at the Tonopah site, and, to management’s knowledge, such equipment could represent the only operational custom toll milling ball mill within a 300-mile radius once the facility is operational. This could potentially enable the Company to serve junior miners in the western United States, Canada, Mexico, and Central America who currently lack convenient milling and processing options. However, until construction and permitting are completed and operations commence, the Company will not be able to provide these services or realize this potential competitive advantage.

In addition to the custom processing and permitted toll milling business, the Company is exploring the establishment of an industrial park on the Millers property in Esmeralda County, Nevada. The industrial park would serve as a central hub for renewable energy generation and storage, operating around the clock to attract and support tenants committed to producing NetZero goods and services, with a focus on data centers and AI farms. The industrial park will include a commercial solar farm, battery storage plus land dedicated to industrial storage, waste-to-energy generation and industrial manufacturing. The Company is actively exploring various funding sources to advance the establishment of the industrial park. Once operational the industrial park is envisioned to include a 2 GW solar farm, large battery storage centers, four 100,000 square foot data centers plus several industrial partners engaged in recycling industrial waste materials that include discarded windmill blades, corporate carpets, and other industrial manufacturing operations that are large consumers of renewable energy.

Recent Developments – Joint Venture Initiative

On November 24, 2025, the Company’s wholly owned subsidiary, Tonopah Custom Processing, Inc. (“TCP”), entered into a non-binding Joint Venture Term Sheet with ENERG4 Mining Company LLC (“ENERG4”) and certain technology contributors (the “IP Partners”). The term sheet outlines the principal terms for the proposed formation of Nexus 7 Elements LLC, a Texas limited liability company (the “JV”).

If definitive agreements are executed and the non-binding Nexus 7 Elements LLC joint venture is formed, TCP would hold a 51% interest, with ENERG4 and the IP Partners collectively holding 49%. The initial plan outlined a pilot processing operation at a 207-acre industrial site in Winnie, Texas, which offers existing processing and lab facilities in proximity to transportation infrastructure. This site would allow pilot-scale testing of advanced mineral processing technologies contributed by our JV partners. There can be no assurance, however, that the Nexus 7 JV will be consummated on the terms proposed, or at all, as it remains subject to further negotiation and execution of definitive agreements. Management believes that if successfully closed, this partnership could accelerate our technical capabilities in critical mineral processing in the interim before our Tonopah facility becomes operational. We will provide updates in our filings if and when the JV moves forward.

Toll Milling Business

Given the presence of significant historical gold and silver tailings on the Millers property, the re-establishment of the currently dormant milling operation could, if successfully permitted, financed, and constructed, provide the Company with an opportunity to establish a domestic toll milling operation. If operational, the milling facility would be designed to process previously mined tailings, which could allow for lower carbon emissions compared to traditional mining operations. However, the Company has not commenced milling operations and cannot do so until all required permits are obtained and sufficient capital is secured.

Process

The following descriptions reflect the Company’s planned toll milling processes and do not represent current operations, as the Company has not yet commenced processing activities. 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 minerals in the gold, silver and platinum metal groups. Custom milling and refining that are designed specifically for each ore load can include many different processes to maximize the extraction of precious metals from ore, carbon, or concentrates.

Toll Milling – Procedure

Ore is sent to our facility at the responsibility and cost of the customer. The Company will take a sample of the ore through a specific ore sampling procedure. The Company’s metallurgist will test the sample on site. To obtain a quantitative determination of the amount of a given substance in a particular sample, the Company can perform wet methods and dry methods. In the wet method, the sample is dissolved in a reagent, like acid, until the purified metal is separated out. In the dry method, the sample is mixed with a flux (a substance such as borax or silica that helps lower the melting temperature) and then heated so that the impurities in the metal fuse with the flux, leaving the purified metal as residue.

If it is determined that the sample is approved for processing, the customer and the Company will then agree upon a value of the metal grade per ton. If there is any disagreement on the value, a third-party referee determines the value by testing the sample. The Company charges either a flat fee per ton of the ore processed or a percentage of the precious metals extracted during processing, or a combination of both based on the amount of work that is performed.

There are various methods of extraction. The Company determines which method to use based upon the sample sent to the Company. In most situations, a series of tests will be performed on a bulk sample ranging in size from 250 to 1,000 pounds. A metallurgist will determine the best process or processes to use for the extraction based on several factors. These include the composition of the host rock, mineralization of the host rock, whether or not it is an oxide or sulfide ore body, and the particle size of the precious metal. After the metallurgist reviews these characteristics, the Company will run ore on a gold table and assays the concentrates, middlings, and tails. An assay is an investigative procedure for qualitatively assessing or quantitatively measuring the presence, or amount of, precious metals in ore. If there is too much gold in the middling or tails, the size of the grind is adjusted to increase yield or if there is not enough gold in the middlings or tails the Company grinds the material to a finer mesh.

Some of our miner customers will be able to take their tailings (the material left over after the desired minerals have been extracted) from the material they deposited with the Company and put it back in the exact same mines those particular tailings came from. This eliminates the need for the Company to dispose of those tailings.

Toll Milling – Concentrate/Leach Circuit

Concentration is the separation of precious minerals from other materials by utilizing different properties of the minerals to be separated including density, magnetic or electric and physiochemical. The Company will attempt to create a “concentrate” of minerals to reduce the size of each ton processed. The Company may also receive concentrates from customers, especially those where transport of tons of raw ore is not feasible.

The leaching process uses chemicals to extract the metals from the solid materials (concentrates) and bring them into a solution. Once the metals are in the solution, it is passed through carbon or resin columns where the precious metals are deposited onto the carbon/resin.

The metals will then be stripped from the carbon back into a different solution where they are pumped through an electrowinning circuit in a process called carbon stripping. The metals are then deposited onto stainless steel in the electrowinning circuit. After this stage, the metals are either sold or further refined off-site. The solution is recycled and used again to process additional material.

Industrial Park Business (Planned)

The industrial park initiative described below is in the conceptual and planning stage only. The Company has not commenced construction or operations related to the industrial park and will require substantial additional capital, regulatory approvals, and third-party participation to advance the project. There can be no assurance that the industrial park will be developed as currently envisioned, or at all. The planned industrial park will be called the ACRG Greenway to Power^TM Renewable Energy Industry Park It is envisioned as a large-scale industrial project planned on the 1,183 acre Millers property. The state-of-the-art facility will serve as a central hub for renewable energy generation and storage, operating 24/7/365 to attract and support tenants committed to producing NetZero goods and services. The industrial park will be designed to attract high-tech data centers and other energy-intensive industries by leveraging its unique advantages. These unique advantages include:

Direct proximity to the 16,787 acre Millers Solar Energy Zone (SEZ).

Planned Greenlink West grid access through NV Energy Esmeralda substation.

Located next to Highway 95 with access to the Hawthorne Railway.

388 acre-feet of water rights (126 million gallons annually).

Strategic access to a major fiber optic junction.

120-kV electrical power substation located on the Miller property.

Existing cell phone tower located on the Millers property.

The above advantages are leveraged to establish a state-of-the-art industrial park centered around the ability to provide reliable power from an industrial scale solar farm supported by battery storage, the construction of four 100,000 square foot data centers, ownership of exclusive water rights, and a commitment to sustainability. ACRG is exploring opportunities in industrial storage whereby part of the 1,183 acre property will be allocated to be used for industrial storage by third-party companies. The industrial storage operations will transition over time into waste-to-energy and industrial manufacturing operations as the solar farm becomes operational, providing access to green electricity for NetZero manufacturing. We have identified the industrial storage of discarded commercial windmill blades as a potential business, where the windmill blades are initially stored and later recycled on site. The fiberglass and plastic are repurposed while the remaining residue is used for cement production and waste-to-energy processes, converting the remaining material into usable energy forms such as steam. Other waste-to-energy materials include industrial carpets and composite materials.

ACRG will seek to raise equity capital to fund the initial industrial park project development stages which include the creation of overall project plans, enhanced operational and financial analysis, screening and selection of potential partners and vendors, and securing city, state and federal support for the project. This includes, but is not limited to, laying the groundwork through infrastructure, regulatory, and labor partnerships. Parallel to the above activities ACRG will explore various grants (direct grants and matching grants) and low-cost debt funding sources to support the initial project development stages.

As the project becomes more defined, additional equity and debt will be secured to fund further project development, including the build-out of infrastructure, construction of four 100,000 square foot data farm structures, completion of the milling facility and four separate 0.5 GW solar farms in addition to attracting waste-to-energy and industrial storage operations to the location. The potential total scope of the ACRG Greenway to Power™ Renewable Energy Industrial Park, if fully developed as currently contemplated, could involve multi-year capital investment that management currently estimates could reach several billion dollars, inclusive of anticipated third-party investments. These estimates are preliminary, subject to change, and dependent on market conditions, financing availability, regulatory approvals, and execution risk.

SWIS Smart Device Business (Discontinued / Rescinded)

On September 13, 2023, the Company executed an agreement to acquire a 100% equity interest in SWIS, L.L.C. (“SWIS”). In exchange for the equity interests in SWIS, the Company issued 1,500,000 shares of restricted common stock to SWIS’s former owner, Launch IT, LLC, and assumed certain liabilities. As a result of the transaction, Launch IT, LLC became a significant stockholder of the Company and, as of December 31, 2024, beneficially owned approximately 10% of the Company’s outstanding restricted common stock.

The Company accounted for the acquisition of SWIS as an asset acquisition under ASC 805-50, as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset. The acquired asset consisted primarily of developed technology and exclusive commercialization license rights related to a patented algorithm and associated smart-device application intended to support public notification and monitoring related to Combined Sewer Overflow (“CSO”) events. The Company did not acquire ownership of the underlying patent, which had been assigned to the University of Louisville; rather, SWIS held rights intended to support commercialization of the technology.

The total purchase consideration for the SWIS acquisition was $5,007,730, consisting of restricted common stock valued at $4,875,000 and assumed accounts payable of $132,730. The restricted common stock was valued using the Company’s closing market price of $5.00 per share on the acquisition date, adjusted for a 35% liquidity discount due to the restricted nature of the shares. The total consideration was recorded as Developed Technology and Patent Rights, a definite-lived intangible asset with an estimated useful life of 14 years (150 months) from the acquisition date. Amortization was recorded on a straight-line basis through December 31, 2024.

The SWIS technology consisted of an algorithm and planned smart-device application designed to provide enhanced public notification and monitoring related to CSO events. Management initially intended to pursue pilot programs with municipal utilities and sewer districts; however, the Company did not commence any pilot program or commercial deployment due to ongoing liquidity constraints following the acquisition.

In December 2024, management concluded that the carrying value of the developed technology asset was not recoverable. In accordance with ASC 360, Impairment or Disposal of Long-Lived Assets, the Company evaluated the recoverability of the asset based on estimated future undiscounted cash flows expected to result from its use and eventual disposition. As those estimated cash flows were insufficient to recover the asset’s carrying amount, the Company recorded a full impairment charge of $4,574,871 as of December 31, 2024. Following the impairment, the developed technology asset had no remaining carrying value, and amortization ceased.

On November 21, 2025, the Company and Launch IT, LLC entered into a definitive agreement to rescind in full the prior SWIS transaction. Pursuant to the rescission agreement, Launch IT, LLC returned 1,470,000 shares of the Company’s common stock to the Company, and the Company retired such shares, resulting in a permanent reduction in the number of issued and outstanding shares. In connection with the rescission, the Company transferred back to Launch IT, LLC 100% of the equity interests in SWIS.

As a result of the rescission, SWIS was deconsolidated from the Company’s consolidated financial statements effective November 21, 2025, and the Company no longer holds any ownership interest in SWIS. Launch IT, LLC ceased to be a stockholder of the Company following completion of the rescission. The Company does not have any continuing operations, assets, or commercialization activities related to the former SWIS business.

Human Capital

As of December 31, 2025, we had 0 full-time employees and 10 consultants who devote substantial time to us.

Our Corporate Information

Our corporate headquarters are located at 12567 West Cedar Drive, Suite 104, Lakewood, Colorado 80228-2039. Our telephone number is (702) 458-1124. We maintain a website at https://acrgincorp.com to which we post copies of our press releases as well as additional information about us. Our filings with the Commission are available free of charge through our website as soon as reasonably practicable after being electronically filed with or furnished to the Commission. Information contained in our website is not a part of, nor incorporated by reference into, this Report or our other filings with the Commission, and should not be relied upon.

ITEM 1A. RISK FACTORS

An investment in our common stock is highly speculative and involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described below together with all of the other information included in this Annual Report on Form 10-K. The statements contained in or incorporated into this Annual Report that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occur, our business, financial condition or results of operations could be harmed. In that case, the value of our common stock could decline, and an investor in our securities may lose all or part of their investment.

WE HAVE INCURRED SIGNIFICANT LOSSES AND HAVE VERY LIMITED CASH RESOURCES, WHICH RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have not generated any operating revenues to date and have incurred recurring losses since inception. For the year ended December 31, 2025, we incurred a net loss of approximately $1.9 million, and as of December 31, 2025, we had cash of approximately $5,000 compared to current liabilities of approximately $4.5 million. As of that date, we also had an accumulated deficit of approximately $115.5 million. These conditions reflect a significant working capital deficit and severely constrain our ability to fund ongoing operations.

Our ability to continue as a going concern is dependent on our ability to obtain additional financing from our majority stockholder or other external sources. These conditions have led our independent registered public accounting firm to include an explanatory paragraph in its audit report expressing substantial doubt about our ability to continue as a going concern. There can be no assurance that we will be able to obtain additional financing when needed or on acceptable terms.

IF WE ARE UNABLE TO OBTAIN ADDITIONAL FINANCING OR ACHIEVE PROFITABLE OPERATIONS, WE MAY BE UNABLE TO CONTINUE AS A GOING CONCERN AND COULD BE FORCED TO CURTAIL OR CEASE OPERATIONS.

Our existing cash resources are not sufficient to fund our planned operating expenses, capital requirements, or debt and other obligations beyond the very near term. We will require significant additional capital to execute our business plan, including obtaining permits and constructing our planned toll milling facility, as well as to fund general corporate expenses for the next twelve months. However, there is no assurance that such funding will be available when needed or at all.

We have historically relied on financing from our largest stockholder and related parties to fund operations, and this reliance represents a continuing uncertainty. If we are unable to raise sufficient capital or secure alternative financing, we could be forced to significantly curtail operations, delay or abandon our business plans, pursue strategic alternatives, or seek protection under bankruptcy or similar insolvency laws. Any of these outcomes would likely result in a total loss of value for our stockholders.

OUR CHAIR AND MAJORITY STOCKHOLDER CONTROLS A SUBSTANTIAL MAJORITY OF OUR COMMON STOCK, WHICH LIMITS THE ABILITY OF MINORITY STOCKHOLDERS TO INFLUENCE CORPORATE MATTERS.

Granite Peak Resources, LLC (“GPR”), an entity controlled by our Chair and Chief Executive Officer, owns approximately 81% of our outstanding common stock. As a result, GPR has the ability to unilaterally control the outcome of virtually all matters submitted to a vote of stockholders, including the election of all directors, approval of mergers or other significant corporate transactions, amendments to our governing documents, and any other actions requiring stockholder approval.

The interests of our majority stockholder may not always align with the interests of our minority stockholders. For example, the majority stockholder could approve transactions or corporate actions, including related-party transactions, equity issuances, or strategic decisions, that primarily benefit itself but may not be favorable to minority investors. This concentration of ownership could also discourage, delay, or prevent a change in control, merger, or unsolicited acquisition proposal that minority stockholders might otherwise support.

In addition, the presence of a controlling stockholder significantly reduces the public float of our common stock, which may limit trading liquidity and contribute to increased stock price volatility. Investors purchasing our common stock will have limited ability to influence the Company’s management, board composition, or strategic direction through proxy voting. This lack of influence and limited board independence increases the risk of corporate governance challenges and could adversely affect the value of our common stock.

Risks Related to Our Capital Stock

INVESTORS MAY BE UNABLE TO ACCURATELY VALUE OUR COMMON STOCK.

Investors often value companies based on the stock prices and results of operations of other comparable companies. Currently, we do not believe another publicly traded permitted custom processing toll milling company exists that is directly comparable to our size and scale. Prospective investors, therefore, have limited historical information about our permitted custom processing toll milling capabilities on which to base an evaluation of our performance and prospects and an investment in our common stock. As such, investors may find it difficult to accurately value our common stock.

INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO FEDERAL REGULATION OF PENNY STOCKS.

The SEC has defined any equity security with a market price of less than $5.00 per share as a “penny stock.” Penny stocks are subject to the requirements or Rule 15(g)-9 of the Securities Exchange Act of 1934. Our common stock is quoted on the Over the Counter (“OTC”) Markets under the symbol ACRG and despite recent trading prices above $5.00 per share, has historically been below $5.00 per share. Therefore, our common stock is deemed a “penny stock” and is subject to the requirements of Rule 15(g)-9. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser’s consent prior to the transaction. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

WE DO NOT INTEND TO PAY DIVIDENDS FOR THE FORESEEABLE FUTURE.

We have never declared or paid any dividends on our common stock. We intend to retain all of our earnings, if any, for the foreseeable future to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the future. Our Board of Directors retains the discretion to change this policy.

THE MARKET FOR OUR COMMON STOCK MAY FLUCTUATE.

Currently, our common stock is traded on the OTC Market. Stock prices on the OTC Markets can be more volatile than stocks trading on national market systems such as NSADAQ, NYSE or AMEX. Our stock price may be affected by factors outside of our control and unrelated to our business operations.

Risks Related to Our Financial Condition

WE CURRENTLY DO NOT HAVE ENOUGH CASH TO FUND OPERATIONS AND/OR REDUCE OUR DEBT DURING 2026.

We have very limited funds, and such funds are not adequate to develop our current business plan, or even to satisfy our existing working capital requirements. We will be required to raise additional funds to effectuate our current business plan for permitted custom processing toll milling and to satisfy our working capital requirements. Without significant additional capital, we will be unable to start operations. With respect to our proposed permitted custom processing toll milling operations, the costs and ability to successfully operate have not been fully verified because none of our proposed tolling operations have begun and we may incur unexpected costs or delays in connection with starting operations. The cost of designing and building our operations and of finding customers and sources of ore for our toll milling sources can be extensive and will require us to obtain additional financing, and there is no assurance that we will have the resources necessary or the financing available to attain operations or to acquire customers and ore sources necessary for our long-term business. Our ultimate success will depend on our ability to raise additional capital. Additionally, such additional capital may not be available to us at acceptable terms or at all. Further, if we increase our capitalization and sell additional shares of our capital stock, a shareholder’s position in our Company will be subject to dilution. In the event we are unable to obtain additional capital, we may be forced to cease our search for additional business opportunities, reduce our operating expenditures or to cease operations altogether.

WE HAVE NOT YET BEGUN OPERATIONS AND WE EXPECT TO INCUR LOSSES FOR THE FORESEEABLE FUTURE.

We have yet to commence active operations. We have no prior operating history from which to evaluate our success, or our likelihood of success in operating our business, generating any revenues, or achieving profitability. This provides a limited basis for you to assess our ability to commercialize our services and the advisability of investing in our securities. We have not generated revenue from our toll milling services to date and there can be no assurance that our plans for permitted custom processing toll milling will be successful, or that we will ever attain significant revenue or profitability. Also, toll milling is a new area of business for us, and our management team has little experience in permitted custom processing toll milling operations. Although we intend to hire knowledgeable and experienced employees and/or consultants with significant experience in toll milling operations, there is no guarantee that we will reach profitability in the near future, if at all. As we develop our Tonopah property to prepare for operations, we are subject to unforeseen costs, expenses, problems and difficulties inherent in new business ventures.

OUR MANAGEMENT HAS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The consolidated financial statements for each of these periods were prepared assuming that we would continue as a going concern. We have had net losses for each of the years ended December 31, 2025 and 2024, and we have an accumulated a deficit as of December 31, 2025, of $115,474,299. Virtually all of the Company’s assets are encumbered or pledged under senior secured debt that is in default. These conditions raise substantial doubt about our ability to continue as a going concern. Furthermore, since we do not expect to generate any significant revenues from operations for the foreseeable future, our ability to continue as a going concern depends, in large part, on our ability to raise additional capital through equity or debt financing transactions. If we are unable to raise additional capital, we may be forced to discontinue our business.

Risks Related to the Company

WE HAVE LIMITED ASSETS.

Our assets to be used in the development of a toll milling service have not yet been utilized, we will need to acquire additional equipment and construct additional facilities and there can be no guarantee that we will be successful in utilizing our current assets or obtaining the additional equipment and facilities that we will need to operate going forward. We do not anticipate having any revenues from our permitted custom toll milling processing for the foreseeable future. Additionally, without adequate funding, we may never produce any significant revenues.

OUR MAJOR ASSETS WERE PREVIOUSLY ENCUMBERED UNDER A DEED OF TRUST AND WE REMAIN HIGHLY DEPENDENT ON A CONTROLLING STOCKHOLDER.

Historically, substantially all of the Company’s real and personal property was pledged as collateral under a line of credit (“LOC”) arrangement with Granite Peak Resources LLC (“GPR”), a related party and the Company’s majority stockholder. Although the outstanding balance under the LOC was fully converted into equity as of December 31, 2025 and no amounts remain outstanding, the Company continues to be highly dependent on GPR for financial support and strategic decision-making.

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.

●

Peter Krupp Promissory 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.

The Company determined the amendment met 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 2, 2023, GPR converted $5,250,000 of LOC principal into 5,000,000 shares of restricted common stock. On August 15, 2023, GPR converted the remaining $4,969,551 (principal and accrued interest) into 5,244,230 shares of restricted common stock, at the conversion price of $1.05 per share, as provided in the Third Amendment.

On December 31, 2025, GPR converted the remaining $1,727,152 (principal and accrued interest) into 1,644,906 shares of restricted common stock, at the conversion price of $1.05 per share, as provided in the Third Amendment.

As of December 31, 2025 the outstanding balance under the LOC consisted of $0 in principal and $0 in accrued interest. As of December 31, 2024, the outstanding balance was $425,589 in principal and $28,857 in accrued interest.

During the years ended December 31, 2025 and 2024, the Company received proceeds from convertible notes – related party of $1,180,258 and $77,100, respectively, under the LOC.

During the years ended December 31, 2025 and 2024, the Company recognized non-cash borrowings of $0 and $192,186, respectively, under the LOC. These amounts represent expenses paid directly by GPR on behalf of the Company and were recorded as increases to the LOC principal balance.

As of the date of this filing, GPR is the majority and controlling owner of the Company.

OUR CONTROLLING STOCKHOLDER HAS THE ABILITY TO CONTROL THE OUTCOME OF MATTERS REQUIRING STOCKHOLDER APPROVAL, WHICH COULD LIMIT THE INFLUENCE OF MINORITY STOCKHOLDERS.

Granite Peak Resources LLC (“GPR”), a related party, is the Company’s majority and controlling stockholder. As a result, GPR has the ability to control the outcome of substantially all matters submitted to a vote of our stockholders, including the election of directors, approval of significant corporate transactions, and other matters requiring stockholder approval. The interests of our controlling stockholder may not always align with the interests of minority stockholders. This concentration of ownership could discourage or prevent a change in control transaction that minority stockholders might otherwise favor and could reduce the liquidity of our common stock.

OUR MANAGEMENT TEAM MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR BUSINESS STRATEGIES.

If our management team is unable to execute our business strategies, then our development could be materially and adversely affected. In addition, we may encounter difficulties in effectively managing the budgeting, forecasting and other process control issues presented by any future growth. We may seek to augment or replace members of our management team or we may lose key members of our management team, and we may not be able to attract new management talent with sufficient skill and experience.

OUR SUCCESS IN THE FUTURE MAY DEPEND ON OUR ABILITY TO ESTABLISH AND MAINTAIN STRATEGIC ALLIANCES, AND ANY FAILURE ON OUR PART TO ESTABLISH AND MAINTAIN SUCH RELATIONSHIPS WOULD ADVERSELY AFFECT OUR MARKET PENETRATION AND REVENUE GROWTH.

We may be required to establish strategic relationships with third parties in the mining and toll milling industries. Our ability to establish strategic relationships will depend on a number of factors, many of which are outside our control, such as the suitability of our property, facilities and equipment relative to our competitors, or the quality grade of precious minerals we are able to extract from the ore we process. We can provide no assurance that we will be able to establish strategic relationships in the future.

In addition, any strategic alliances that we establish, will subject us to a number of risks, including risks associated with sharing proprietary information, loss of control of operations that are material to developed business and profit-sharing arrangements. Moreover, strategic alliances may be expensive to implement and subject us to the risk that the third party will not perform its obligations under the relationship, which may subject us to losses over which we have no control or expensive termination arrangements. As a result, even if our strategic alliances with third parties are successful, our business may be adversely affected by a number of factors that are outside of our control.

Risks Relating to Our Business

WE WILL REQUIRE ADDITIONAL FINANCING TO FUND OUR PERMITTED CUSTOM PROCESSING TOLL MILLING DEVELOPMENT AND OPERATIONS.

Substantial additional financing will be needed to fund the current plan to begin toll milling services and develop and maintain the Tonopah property. Our means of acquiring investment capital is limited to private equity and debt transactions. We have no significant sources of currently available funds to engage in additional development. Without significant additional capital, we will be unable to fund our current property interests or effectuate our current business plan for permitted custom processing toll milling and mining services. See “—Risks Relating to Our Financial Condition – We Currently Do Not Have Enough Cash to Fund Operations”.

OUR PERFORMANCE MAY BE SUBJECT TO FLUCTUATIONS IN MINERAL PRICES.

The profitability of any permitted custom processing toll milling services could be significantly affected by changes in the market price of minerals. Demand for minerals can be influenced by economic conditions and attractiveness as an investment vehicle. Other factors include the level of interest rates, exchange rates and inflation. The aggregate effect of these factors is impossible to predict with accuracy.

In particular, mine production and the willingness of third parties such as central banks to sell or lease gold affects the supply of gold. Worldwide production levels also affect mineral prices. In addition, the price of gold, silver and other precious minerals have, on occasion, been subject to very rapid short-term changes due to speculative activities.

OUR PERMITTED CUSTOM PROCESSING TOLL MILLING OPERATIONS ARE SUBJECT TO ENVIRONMENTAL REGULATIONS AND PERMITTING, WHICH COULD RESULT IN THE INCURRENCE OF ADDITIONAL COSTS AND OPERATIONAL DELAYS.

All phases of our operations are subject to current environmental protection regulation. There is no assurance that future changes in environmental regulation, such as greenhouse gas emissions, carbon footprint and the like, will not adversely affect our operations. Some of our proposed operations will require additional permits, which could incur additional cost and may delay start up and cash flow. In addition, each toll milling mineral source must be fully permitted for its own operation, a process over which we have no control.

OUR PERMITTED CUSTOM PROCESSING TOLL MILLING OPERATIONS WILL REQUIRE US TO DEPEND ON THIRD PARTIES AND OTHER ELEMENTS BEYOND OUR CONTROL, WHICH COULD RESULT IN HARM TO OUR BUSINESS.

Our permitted custom processing toll milling operations will rely on mineral material produced by others, and we have no control over their operations. Delivery of ore to our processing facilities is also subject to the risks of transportation, including trucking and aviation operations run by others, regulations and permits, fuel cost, weather, and travel conditions. Toll milling requires that the mineral producer and the mineral processor agree on the grade of the incoming material, which can be a source of conflict between parties. Although a third party will be utilized for any such conflict, any disagreements with mineral producers, or problems with the delivery of ore, could result in additional costs, disruptions and other problems in the operation of our business.

U.S. FEDERAL LAWS

Under the U.S. Resource Conservation and Recovery Act, companies such as ours may incur costs for generating, transporting, treating, storing, or disposing of hazardous waste. Our permitted custom processing toll milling operations may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the rules.

The U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (“CERCLA”) imposes strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. The groups who could be found liable include, among others, the current owners and operators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property. We cannot predict the potential for future CERCLA liability with respect to our property.

THE GLOBAL FINANCIAL MARKET MAY HAVE IMPACTS ON OUR BUSINESS AND FINANCIAL CONDITION THAT WE CURRENTLY CANNOT PREDICT.

The global financial market, especially the precious metal market and its market price fluctuations have, and may continue to have, an impact on our business and our financial condition. We may face significant challenges if the price of the minerals we intend to process does not achieve or stay at adequate price levels. Our ability to access the capital markets may be severely restricted at a time when we would like, or need, to access such markets, which could have an impact on our flexibility to react to changing economic and business conditions. The market price of ores, metals and precious metals could have an impact on any potential lenders or investors or on our customers, causing them to fail to meet their obligations to us.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. We currently have security measures in place to prevent data loss and other security breaches. We also only use third party software for accounting, billing and payroll that have successful SOC 1 type 2 compliance. Both management and the Board are actively involved in the continuous assessment of risks from cybersecurity threats, including prevention, mitigation, detection, and remediation of cybersecurity incidents.

Our current cybersecurity risk assessment program consists of an annual review of our risks and policies. The program outlines governance, policies and procedures, and technology we use to oversee and identify risks from cybersecurity threats.

Our President, CFO and CEO are responsible for overseeing our business operations and are responsible for day-to-day assessment and management of risks from cybersecurity threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents.

We routinely undertake activities to prevent, detect, and minimize the effects of cybersecurity incidents, including an annual risk review, policy reviews and revisions. In addition, we maintain business continuity, contingency, and recovery plans for use in the event of a cybersecurity incident by the administering of local and cloud based back up of files and emails.

As of the date of this report, no cybersecurity incident (or aggregation of incidents) or cybersecurity threat has materially affected our results of operations or financial condition. However, an actual or perceived breach of our security could damage our reputation, risk loss of our proprietary information and prevent us from attracting new clients, customers and/or subject us to third-party lawsuits, regulatory fines or other actions or liabilities, any of which could adversely affect our business, operating results or financial condition. We currently do not carry a cyber liability insurance policy.

ITEM 2. PROPERTIES

On March 15, 2011, in an effort to enter the precious metal toll milling business, we completed the Shea Exchange Agreement, whereby we acquired the Tonopah property, consisting of land, buildings, mining tailings, a dormant milling facility, abandoned milling equipment and water permits.

Our Tonopah property consists of 1,186 acres of land, buildings, mining tailings, a dormant milling facility, abandoned milling equipment and water permits. The assets have been fully depreciated and have a $0 carry value as of December 31, 2025 and 2024. The Tonopah property was transferred to Aurielle Enterprises Inc (“AE”), the Company’s wholly owned subsidiary and then transferred to Tonopah Resources, Inc., (“TR”) a wholly owned subsidiary of AE.

Our corporate office is 10567 West Cedar Drive, Suite 104, Lakewood, Colorado 80228-2039, a commercial office building owned and operated by GPR’s affiliates. The Company entered into a long-term lease agreement with GPR for the office space. We believe that our facilities are adequate for our current needs and are in closer physical proximity to our property.

ITEM 3. LEGAL PROCEEDINGS

We are not aware of any pending legal proceedings to which we are a party, or to which any director, officer or affiliate of our Company, or any owner of record or beneficially of more than 5% of any class of our voting securities, is a party adverse to us or has a material interest adverse to us.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

Market Information

Our common stock is quoted on the OTC Market under the symbol “ACRG.” As of March 30, 2026, the last closing sale price of our common stock as reported by OTCQB was $8.01 per share. The following table sets forth for the periods indicating the range of high and low closing sale prices of our common stock:

Period	High		Low

Quarter Ended March 31, 2024	$	11.25	$	7.00
Quarter Ended June 30, 2024	$	11.00	$	6.50
Quarter Ended September 30, 2024	$	8.99	$	6.41
Quarter Ended December 31, 2024	$	5.05	$	5.05

Quarter Ended March 31, 2025	$	5.05	$	5.05
Quarter Ended June 30, 2025	$	5.05	$	2.00
Quarter Ended September 30, 2025	$	2.00	$	2.00
Quarter Ended December 31, 2025	$	5.05	$	2.00

The quotations from the OTC Market above reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not reflect actual transactions.

Transfer Agent

Our transfer agent is Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), and is located at 48 Wall Street, 23rd Floor, New York, NY 10005. Their telephone number is (800) 401-1957 and website is www.equiniti.com.

Holders of Common Stock

As of March 30, 2026, there were approximately 169 shareholders of record of our common stock. As of such date, 14,099,393 shares were issued and outstanding.

Dividends

We have never paid cash dividends on our common stock and have no present intention of doing so in the foreseeable future. Rather, we intend to retain all future earnings to provide for the growth of our Company. Payment of cash dividends in the future, if any, will depend, among other things, upon our future earnings, requirements for capital improvements and financial condition.

Outstanding Equity Awards

No equity awards to our named executive officers were outstanding as of December 31, 2025 or as of the date of this Annual Report.

Recent Sales of Unregistered Securities

Except as set forth below, there were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.

The issuances of the shares described above were exempt from registration under Section 4(a)(2) under the Securities Act, as transactions by an issuer not involving any public offering.

Issuer Purchases of Equity Securities

None.

ITEM 6. [RESERVED]

None.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this Annual Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-looking Statements” for a discussion of the uncertainties and assumptions associated with these statements. Our actual results may differ materially from those discussed below.

Water Pollution Control Permit

Through the Company’s subsidiaries, a Water Pollution Control Permit (“WPCP”) Application will need to be filed with the Nevada Department of Environmental Protection (“NDEP”) Bureau of Mines and Mining Reclamation (“BMMR”) for the approval of the permits necessary for a small-scale mineral processing facility planned for the Tonopah Property. The plant will perform laboratory testing, pilot testing, and custom processing of precious metal ores and concentrates from mining industry clients. Processing of ore materials will employ standard mineral processing techniques including gravity concentration, froth flotation and chemical leaching and carbon stripping.

The WPCP must be approved prior to commencing the planned construction of our processing plant in Tonopah, Nevada.

In connection with the WPCP application, NDEP suggested that we take the following actions: (i) retain a Nevada Certified Environmental Manager (“CEM”), (ii) perform Meteoric Profile II water testing on ground water directly below the mill as well as surrounding wells located off site, and (iii) determine baseline values of water using the Meteoric Profile II results. NDEP regulations require that the Company delay any new construction planned for “metal extraction” until after the permits are in place.

Advanced Surveying & Professional Services, 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 AutoCAD software.

Site Preparation

We have completed the initial grading of specific designated areas on the 40 undisturbed acres of land including clearing all vegetation, removing of all scrap metal, and the excavation of the building pad for the preparation of the new 21,875 square foot processing plant and have completed the removal of all the extra and unnecessary materials and old equipment that have accumulated on the land. We refurbished a trailer that will act as our construction office.

Business Plan

We seek 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.

The Company’s intention is to become a fully permitted custom toll milling and processing company that facilitates the extraction of precious and strategic minerals from mined material. The Company will need to obtain permits for the planned construction and operation of our permitted custom processing toll milling facility with state-of-the-art equipment capable of processing gold, silver and platinum metal groups. Many junior miners do not have the capital or the ability to permit a processing facility, yet they have a large supply of mined material that requires milling to be performed. It is often cost prohibitive or impractical for these mine operators to send their materials to processing mills owned by the large mining companies, or to other customers badly needing milling and processing services.

While Nevada has a historic role as a mining center with good proximate geology and ample mined product, very little custom processing toll milling capacity remains in the state. During the last several decades, other processing facilities have been shuttered due to high costs of regulations and the vertical integration of milling within large mining companies leaving junior miners with few options for local milling services. As a result, we are in a unique position among processing facilities because we are capable of truly permitted custom processing. If and when our Tonopah processing facility is constructed, permitted, and becomes operational, management believes the Company could have the only independent custom toll milling ball mill within a 300-mile radius, which may allow us to serve miners in the western United States, Canada, Mexico, and Central America. However, until construction and permitting are completed and operations commence, we are not able to provide these services or realize this potential competitive advantage.

Many junior miners are undercapitalized, have limited access to capital markets and have a large supply of mined material that requires milling to be performed. Many large mining companies reserve their milling capacity for their inventory, which does not make providing third party services worthwhile. This provides the Company with an opportunity to provide these potential customers with badly needed milling and processing services. If operations commence, certain mining customers may be able to take their tailings (the material left over after the desired minerals have been extracted) from material deposited with the Company and return those tailings to the originating mines, which could reduce the Company’s need to dispose of such tailings.

The planned industrial park will be called the ACRG Greenway to Power^TM Renewable Energy Industry Park. It is envisioned as a large-scale industrial project planned on the 1,183 acre Millers property. The state-of-the-art facility will serve as a central hub for renewable energy generation and storage, operating 24/7/365 to attract and support tenants committed to producing NetZero goods and services. The industrial park will be designed to attract high-tech data centers and other energy-intensive industries by leveraging its unique advantages. These unique advantages include:

Direct proximity to the 16,787 acre Millers Solar Energy Zone (SEZ).

Planned Greenlink West grid access through NV Energy Esmeralda substation.

Located next to Highway 95 with access to the Hawthorne Railway.

388 acre-feet of water rights (126 million gallons annually).

Strategic access to a major fiber optic junction.

120-kV electrical power substation located on the Miller property.

Existing cell phone tower located on the Millers property.

The above advantages are leveraged to establish a state-of-the-art industrial park centered around the ability to provide reliable power from an industrial scale solar farm supported by battery storage, the construction of four 100,000 square foot data centers, ownership of exclusive water rights, and a commitment to sustainability. The Company is exploring opportunities in industrial storage whereby part of the 1,183 acre property will be allocated to be used for industrial storage by third-party companies. The industrial storage operations will transition over time into waste-to-energy and industrial manufacturing operations as the solar farm becomes operational, providing access to green electricity for NetZero manufacturing. We have identified the industrial storage of discarded commercial windmill blades as a potential business, where the windmill blades are initially stored and later recycled on site. The fiberglass and plastic are repurposed while the remaining residue is used for cement production and waste-to-energy processes, converting the remaining material into usable energy forms such as steam. Other waste-to-energy materials include industrial carpets and composite materials.

The Company will seek to raise equity capital to fund the initial industrial park project development stages which include the creation of overall project plans, enhanced operational and financial analysis, screening and selection of potential partners and vendors, and securing city, state and federal support for the project. This includes, but is not limited to, laying the groundwork through infrastructure, regulatory, and labor partnerships. Parallel to the above activities the Company will explore various grants (direct grants and matching grants) and low-cost debt funding sources to support the initial project development stages.

Related Party Operating Lease

The Company leases its corporate office space from an affiliate of its majority stockholder under a related-party operating lease, which resulted in the recognition of a right-of-use asset and lease liabilities on the balance sheet as of December 31, 2025 (see Note 5 – Operating Lease – Related Party).

Rescission of SWIS LLC Transaction

On November 21, 2025, the Company entered into a Rescission Agreement with LaunchIT LLC to unwind the prior acquisition of SWIS LLC. Under the terms of the rescission, LaunchIT returned 1,470,000 shares of the Company’s common stock to the Company, and the Company retired and canceled those shares, resulting in a permanent reduction in the number of shares outstanding. In exchange, the Company transferred 100% of the equity interests in SWIS LLC back to LaunchIT, effective as of the closing date of the rescission.

The Company also agreed to provide LaunchIT total consideration of $230,000 in cash and note payable, consisting of $25,000 paid at closing, an additional $100,000 paid in early December 2025, and a $105,000 promissory note payable in four equal monthly installments during the first quarter of 2026.

As a result of the Rescission Agreement, the Company deconsolidated SWIS LLC as of November 21, 2025. Because the original SWIS acquisition was accounted for as an asset acquisition and the related developed technology intangible asset had been fully impaired as of December 31, 2024, the rescission and deconsolidation did not have a material impact on the Company’s results of operations for 2025. No gain or loss was recognized on the rescission transaction, as it was accounted for as an equity transaction with a former shareholder. Following the rescission, the Company no longer holds any interest in SWIS LLC and has redirected its focus to its core toll milling and critical minerals processing strategy.

Subsequent Changes to Management

Subsequent to year-end, on February 27, 2026, the Company appointed Luke McPherson as its new Chief Financial Officer to enhance financial oversight, technical accounting capabilities, and internal control remediation efforts. The Company’s former Chief Financial Officer, Sharon L. Ullman, transitioned to the role of Chief Regulatory and Sustainability Officer. Management believes this leadership change strengthens the Company’s financial reporting and compliance functions as it continues to address identified material weaknesses in internal control over financial reporting.

Results of Operations

Comparison of the Years Ended December 31, 2025 and 2024.

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

	For the Years Ended
	December 31,
	2025			2024
Operating expenses:
General and administrative expenses	$	1,406,459		$	992,142
Impairment Expense		-			4,574,871
Total operating expenses		1,406,459			5,567,013

Loss from operations		(1,406,459	)		(5,567,013	)

Other income (expense):
Other income		9,805			13,661
Interest expense		(523,708	)		(379,198	)
Total other expense, net		(513,903	)		(365,537	)

Loss before income tax provision		(1,920,362	)		(5,932,550	)

Income tax provision		-			-
Net (loss)	$	(1,920,362	)	$	(5,932,550	)
Basic and diluted net loss per common share	$	(0.14	)	$	(0.43	)

Basic and diluted weighted average common shares outstanding		13,754,724			13,907,705

Revenues

We had no revenues from any operations for the years ended December 31, 2025 and 2024. Furthermore, we do not anticipate any significant future revenue until we have sufficiently funded construction and begin operations.

General and Administrative Expenses

General and administrative expenses were $1,406,459 and $992,142 for the year ended December 31, 2025 and 2024, respectively. The increase was primarily due to increases in expenses related to accounting, legal, consulting fees, amortization expense, and board compensation. We anticipate that future administration and operating expenses will increase for fiscal 2025 as we work toward completion of the planned merger.

Impairment Expenses

Impairment expense was $0 for the year ended December 31, 2025, compared to $4,574,871 for the year ended December 31, 2024. In 2024, management determined that the carrying amount of the SWIS developed technology intangible asset (approximately $4.57 million) was not recoverable and recorded a full impairment charge (see Note 3). No similar impairment was needed in 2025, as the SWIS asset had already been fully written off.

Other Income and Expenses

During the years ended December 31, 2025 and 2024, other expenses increased by $148,366. The increase is primarily due to an increase in interest expense of $144,510 and a decrease in other income of $3,856.

Liquidity and Capital Resources

As of December 31, 2025, we had cash of approximately $5,000 and total current assets of approximately $48,000, compared to total current liabilities of approximately $4.5 million, resulting in a working capital deficit of approximately $4.4 million. We have not generated any revenues from operations and have incurred recurring operating losses, including a net loss of approximately $1.9 million for the year ended December 31, 2025. These conditions significantly constrain our liquidity and limit our ability to fund ongoing operations.

Recent Financing and Capital Transactions

During 2025, the Company completed several significant equity transactions that materially affected its capital structure. On December 31, 2025, the Company converted $1.73 million of debt owed to its majority stockholder, Granite Peak Resources, LLC (“GPR”), into equity through the issuance of 1,644,906 shares of common stock at a conversion price of $1.05 per share. This debt-for-equity conversion eliminated all remaining obligations under the related-party line of credit and reduced future cash interest requirements, although it did not provide additional liquidity.

In addition, in November 2025, the Company rescinded its prior acquisition of SWIS, LLC (formerly LaunchIT). As a result of this rescission, 1,470,000 shares of common stock were returned to the Company and retired, reducing the number of issued and outstanding shares. The rescission resulted in the deconsolidation of SWIS and removed the associated assets and obligations from the Company’s balance sheet.

As a result of these transactions, the Company had 14,099,393 shares of common stock outstanding as of December 31, 2025. Management believes these actions strengthened the Company’s balance sheet by reducing liabilities and simplifying the capital structure; however, the Company continues to have limited liquidity and remains dependent on additional financing to fund operations.

We have historically financed our operations primarily through advances and funding from our majority stockholder under a related-party line of credit. During the year ended December 31, 2025, we received $1.18 million in proceeds from related-party convertible notes under this arrangement. In late December 2025, the remaining outstanding balance under the line of credit, including accrued interest totaling $1,727,152, was converted into 1,644,906 shares of our common stock. While this conversion eliminated a significant debt obligation and reduced future interest expense, it did not provide any new cash to the Company.

As of December 31, 2025, our cash position remained extremely limited, and we continued to have no revenue-generating operations. These factors, together with our recurring losses and significant working capital deficit, raise substantial doubt about our ability to continue as a going concern. Our independent registered public accounting firm has included an explanatory paragraph in its audit report for the year ended December 31, 2025 expressing substantial doubt about our ability to continue as a going concern. Our consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Since inception, we have financed our operations from a combination of:

●

issuance and sales of our Class A common stock;

●

issuance of promissory notes payable with related and non-related parties;

●

issuance of convertible promissory notes payable with related and non-related parties; and

●

cash advances from related parties

We have experienced operating losses since our inception and had a total accumulated deficit of $115,474,299 as of December 31, 2025. We expect to incur additional cost and require additional capital as we continue to implement our expansion plan. During the year ended December 31, 2025, our cash used in operating activities was $1,150,681. During the year ended December 31, 2024, our cash used in operating activities was $112,786.

Known Trends and Uncertainties

As of December 31, 2025, our current assets were significantly less than our current liabilities, resulting in a working capital deficit. This deficit, together with recurring operating losses and negative cash flows from operations, raises substantial doubt about our ability to continue as a going concern for the twelve months following the issuance of these consolidated financial statements. Our ability to continue as a going concern is dependent on our ability to obtain additional financing and, over time, generate revenue and cash flows sufficient to meet our obligations. Management is actively evaluating financing alternatives and cost containment measures; however, there can be no assurance that additional capital will be available on acceptable terms or at all.

Internal and External Sources of Liquidity

Our primary internal source of liquidity is cash on hand, which was $5,296 as of December 31, 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.

Material Cash Requirements and Commitments

Our primary short-term cash requirements are to fund working capital and service short-term debt. Working capital requirements can vary significantly from period to period, particularly as a result of additional development expenses. As of December 31, 2025, 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 and debt financing, as 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.

Trends in Capital Resources and Changes in Mix/Cost

During the period, the Company’s capital structure shifted from debt to equity as a result of the 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 market volatility. Future financing may be more expensive or dilutive, and there is no assurance that such financing will be available on acceptable terms.

Risks and Uncertainties

The Company is subject to risks from inflation, rising interest rates, and volatility in capital markets, which may adversely affect its ability to raise capital. Additionally, the mining and renewable energy sectors are experiencing increased regulatory scrutiny and competition for funding, which could impact the Company’s liquidity and capital resources.

Convertible Promissory Notes Payable

The Company has historically relied on related-party financing, primarily from Granite Peak Resources, LLC (“GPR”), to fund operations. During 2025, outstanding balances under the related-party line of credit were converted into common stock, resulting in the elimination of all principal and accrued interest balances as of December 31, 2025. These conversions reduced the Company’s debt obligations but did not provide additional liquidity. See Notes 5 and 7 to the consolidated financial statements for detailed information regarding the related-party line of credit, amendments, conversions, and equity issuances.

Management Plan and Known Trends and Uncertainties

We will require significant additional capital in the near term to fund our ongoing operating expenses, maintain our status as a public company, pursue permitting activities, and advance the development of our planned toll milling facility. Our existing cash resources are not sufficient to fund these activities beyond the very near term. Accordingly, our ability to continue as a going concern is dependent on our ability to obtain additional financing through equity or debt offerings, strategic partnerships, or continued financial support from our majority stockholder. There can be no assurance that such financing will be available when needed, on acceptable terms, or at all.

In evaluating our liquidity outlook, management has considered all currently known trends, events, and uncertainties. We do not expect to generate operating revenues unless and until our Tonopah toll milling facility becomes operational, which is dependent on obtaining substantial capital and regulatory approvals. In the meantime, we expect to continue to incur operating losses and negative cash flows as we fund legal, accounting, regulatory, and other public company costs. These conditions contribute to the substantial doubt regarding our ability to continue as a going concern.

During 2025, we experienced significant changes in our business activities, including the rescission of our prior SWIS transaction, which resulted in the deconsolidation of that business. While this action was taken to conserve resources and refocus the Company on its core toll milling and critical minerals processing strategy, it does not provide a source of future revenue or liquidity. We will continue to closely monitor our cash requirements and may adjust our operating plans, delay expenditures, or pursue additional strategic alternatives as necessary to preserve liquidity while we seek additional funding.

Cash Flows

	Years Ended December 31,
	2024			2023
Net cash used in operating activities	$	(1,050,681	)	$	(112,786	)
Net cash provided by investing activities		-			-
Net cash provided by financing activities		1,155,258			77,100
Increase (decrease) in cash	$	4,577		$	(35,686	)

Operating Activities

Net cash used in operating activities was $1,050,681 for the year ended December 31, 2025, primarily due to the net income for the year, common stock issued for services, amortization of operating right of use assets, increases in prepaid expenses, accrued interest, accrued expenses, and accounts payable.

Net cash used in operating activities was $112,786 for the year ended December 31, 2024, primarily due to the net loss for the year, amortization expense, net of expenses paid directly by related party and increases in accruals for settlement of lawsuit, accrued interest, and accounts payable, related party.

Investing Activities

For the years ended December 31, 2025, and 2024 the Company conducted no investing activities.

Financing Activities

Net cash provided by financing activities was $1,155,258 for the year ended December 31, 2025, primarily due to proceeds from convertible promissory notes, related party.

Net cash provided by financing activities was $77,100 for the year ended December 31, 2024, primarily due to proceeds from convertible promissory notes, related party.

Off-Balance Sheet Arrangements

During the year ended December 31, 2025, we did not engage in any off-balance sheet arrangements as defined in item 303(a)(4) of the SEC’s Regulation S-K.

Effects of Inflation

We do not believe that inflation has had a material impact on our business, revenues or operating results during the periods presented.

Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in the notes to our unaudited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. We believe that the accounting policies below are critical for one to fully understand and evaluate our consolidated financial condition and results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to include information called for by this Item 7A.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information called for by Item 8 is included following the “Index to Financial Statements” on page F-1 contained in this annual report on Form 10-K.

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective in providing reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC 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 disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officer and effected by the our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

●

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

●

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and

●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s 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. 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 policies or procedures may deteriorate. Management recognizes that any system of internal control, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives.

Management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). This evaluation included a review of control documentation, an assessment of control design, and consideration of the operating effectiveness of controls.

Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025, primarily due to limitations in the design and operation of certain controls, including controls related to financial reporting processes and review procedures, as management continues to enhance and formalize its internal control environment. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025 due to material weaknesses, including (i) insufficient accounting personnel and segregation of duties, and (ii) inadequate formal documentation of internal control policies and procedures over financial reporting.

Management’s Remediation Plan

Management has undertaken, and continues to undertake, actions to strengthen the Company’s internal control environment. During the first quarter of 2026, the Company appointed a new Chief Financial Officer with significant experience in public-company financial reporting and internal controls. Management is in the process of enhancing review procedures, formalizing documentation of key controls, and improving oversight of complex and non-routine transactions.

Management believes these actions, once fully implemented and operating effectively for a sufficient period of time, will improve the effectiveness of the Company’s internal control over financial reporting. The Company will continue to monitor its controls and will report on remediation progress in future periodic reports.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below are the names of all directors and executive officers of the Company, their respective ages and all positions and offices with the Company held by each person as of December 31, 2025:

Name	Age	Positions with the Company
Tawana Bain	46	Chief Executive Officer, Director, and Chairwoman
Sharon L. Ullman	79	Chief Financial Officer

Mr. Luke McPherson was appointed Chief Financial Officer effective February 27, 2026.

Ms. Sharon Ullman served as Chief Financial Officer from January 2021 through February 27, 2026 and transitioned to the role of Chief Registrar & Shareholder Officer effective February 27, 2026.

The Company also engages certain individuals under consulting and fractional service arrangements to provide operational, strategic, and administrative support. These individuals hold internal titles for functional purposes only and are not officers of the Company under Nevada law or the Company’s governance documents, as they have not been formally appointed by the Board of Directors.

Biographies

Tawana Bain – Chief Executive Officer, Director and Chairwoman

Ms. Bain is Founder and CEO of TBAIN & Co, LLC (“TBAIN”), a social impact enterprise that houses organizations committed to renewable energy and Diversity, Equity and Inclusion (“DEI”) efforts. TBAIN is the manager of Granite Peak Resources, LLC, the Company’s largest shareholder.

She is also Owner and Publisher of Todays Woman, a 30+ year regional publication designed to uplift and empower the everyday woman.

Ms. Bain is active in philanthropic and government relations through her work as Founder of Derby Diversity Week and has been nationally recognized for building equity initiatives for black entrepreneurs and other marginalized groups. Ms. Bain has an extensive history in environmental programs that require community buy-in and marketing strategy of environmental restoration efforts, Diversity Equity and Inclusion around tourism for horse racing and technical support of consent decrees for the monitoring and documentation in the water and land space. Bain has been ranked as one of the top 50 most powerful people among her business peers in Louisville, Kentucky in 2022 and 2023.

Sharon L. Ullman – Chief Financial Officer, Director and Chief Administrative Officer (Transition to Chief Registrar & Shareholder Officer effective February 27, 2026)

Sharon L. Ullman was appointed to our board of directors on March 18, 2011, in connection with the Shea Exchange Agreement. Effective December 16, 2011, Ms. Ullman was appointed to serve as the Company’s interim Chief Executive Officer and Executive Chairperson of the Board. On October 9, 2012, the Board of Directors voted to remove “interim” from her title and approve her position as Chief Executive Officer and Chairman of the Board. On February 6, 2014, the Board of Directors voted to appoint Ms. Ullman the Company’s President and Executive Chairwoman of the Board of Directors. On August 20, 2015 Ms. Ullman stepped down as CEO and President and took on the role of Chief Administrative Officer, she was appointed as the Interim Chief Financial Officer on October 26, 2015. Her appointment as CFO and Chief Administrative Officer was confirmed by the Board of Directors on April 4, 2016 and she was also appointed as the Treasurer.

Since June 2010, Ms. Ullman has served as the Manager of Afignis, LLC (“Afignis”), a New York limited liability company, which was established to identify and develop mining, natural resource and agricultural opportunities on a global basis, with a focus on emerging markets. Afignis has made several investments, including currently holding approximately 12% of our outstanding common stock and the acquisition of mining and agricultural interests in Sierra Leone, Africa. The Sierra Leone investment is managed by Afignis Sierra Leone Limited, a Sierra Leone company, which is a strategic partnership between the Mende tribe and Afignis. Ms. Ullman has been the President of Afignis Sierra Leone Limited since 2010. Afignis Sierra Leone Limited is involved in gold and diamond mining operations and had interests in large parcels of arable land for agriculture including acres of cacao and coffee plantations.

Ms. Ullman is active in philanthropic and government relations through her work as the Founder, President and Chief Executive Officer of S. L. Ullman & Associates, Inc., formed in 2007 as a private consulting firm, and has been recognized for her achievements in these areas.

Ms. Ullman served as the Executive Director and President of the 23rd Street Association (the “Association”). Through her efforts, the Association was involved in the development of Project 9A, the Hudson River Waterfront and the High Line. She was a prominent leader in the revitalization of historic Madison Square Park, helping to raise millions for its restoration and maintenance. She successfully led the effort to establish the Flatiron/23rd Street Partnership, a Business Improvement District in the Flatiron/23rd Street area. Her efforts as the founding member and member of the Board, helped reinforce the Flatiron/23rd Street area’s growing stature as one of the city’s premier destination spots.

Ms. Ullman has worked with all levels of government and government agencies and has been widely acknowledged for her contributions. Her numerous awards include being voted a top 100 New Yorker. She was written into the congressional record with remarks in recognition of her outstanding leadership by congresswoman Carolyn Maloney in 2004 and 2007, she received letters of recognition and outstanding citizen citations from President Bill Clinton, Governor George Pataki, Mayors Michael Bloomberg and Rudolf Giuliani, and she received letters of recognition from then senator Hillary Rodham Clinton and Charles E. Schumer.

Ms. Ullman has been awarded the Outstanding Citizen Award from Speaker Christine Quinn, Council of the City of New York, and letters of recognition from State Senators, State Assembly Members, City Council Members and Police Commissioners. She received the Tilden Humanitarian Award and the Humanitarian of the Year Award from Concerned Citizen’s Speak. She has participated in Mayor Bloomberg’s “Friday Morning Breakfasts” for outstanding community leaders to discuss important issues affecting the city.

Family Relationships

There are no other family relationships between or among any of our directors and executive officers and any incoming directors or executive officers.

Code of Ethics

We adopted a Code of Ethics that applies to our principal executive officer, principal financial officer and persons performing similar functions on October 5, 2012.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act requires our directors, officers and holders of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Based solely upon our review of such filings, we are not aware of any failures by such persons to make any such filings on a timely basis.

Audit Committee, Compensation Committee and Financial Expert

The Company does not currently utilize a formal audit committee. There were no audit committee meetings held during 2025. Financial information relating to quarterly reports was disseminated to all board members for review. The consolidated audited financial statements for the year ended December 31, 2025 and audited financial statements for the year ended December 31, 2024 were provided to each member of the board in which any concerns by the members were directed to management and the auditors. The Company does not currently utilize a compensation committee. There were no compensation committee meetings during 2025 and no actions taken by written consent.

ITEM 11. EXECUTIVE COMPENSATION

General Philosophy

Our Board of Directors is responsible for establishing and administering the Company’s executive and director compensation.

Executive Compensation

The following table summarizes the compensation of each named executive officer for the fiscal years ended December 31, 2025, and 2024 awarded to or earned by (i) each individual serving as our principal executive officer and principal financial officer of the Company and (ii) each individual that served as an executive officer of the Company at the end of such fiscal years who received compensation in excess of $100,000.

	Annual Compensation						Option		All Other		Total
Name and Principal Position	Year		Salary		Bonus		Awards		Compensation		($)
Tawana Bain	2025	$	—	$	—	$	—	$	—	$	—
Chief Executive Officer	2024	$	—	$	—	$	—	$	—	$	—

J. Bryan Read, (1)	2025	$	—	$	—	$	—	$	—	$	—
President and Secretary	2024	$	—	$	—	$	—	$	—	$	—

Sharon L. Ullman	2025	$	—	$	—	$	—	$	—	$	—
Chief Financial Officer	2024	$	—	$	—	$	—	$	—	$	—

Mr. J. Bryan Read resigned from his executive role as President effective September 25, 2025 and is no longer an executive officer of the Company.

Employment Agreements

We have not entered into any severance or change of control provisions with any of our other executive officers.

Equity Compensation Plans

No options were exercised by our named executive officers during the years ended December 31, 2025 and 2024. As of December 31, 2025 and 2024 the executive officers held no options or warrants.

Director Compensation

Members of our board who are also employees of ours receive no compensation for their services as directors. Non-employee directors are reimbursed for all reasonable and necessary costs and expenses incurred in connection with their duties as directors. In addition, we issue options to our directors as determined from time to time by the Board.

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

The following information sets forth the number and percentage of shares of the Company’s common stock owned beneficially, as of March 30, 2026, based on 14,099,393 shares of common stock outstanding as of that date, by any person, who is known to the Company to be the beneficial owner of five percent or more of the Company’s common stock, and, in addition, by each director and each executive officer of the Company, and by all directors and executive officers as a group.

Information as to beneficial ownership is based upon statements furnished to the Company by such persons and the shareholder list provided by the Company’s transfer agent, Equiniti Trust Company, LLC, as of March 30, 2026.

Name and Address	Amount of Beneficial Ownership (1)		Percentage of Class %

Sharon Ullman		480,200		3.41	%
12567 West Cedar Drive, Suite 104
Lakewood, Colorado 80228-2039

Tawana Bain (2)		11,476,572		81.40	%
411 South 4^th Street Unit 70149
Louisville, Kentucky, 40270

All directors and officers as a group		11,956,772		84.80	%

Granite Peak Resources, LLC (2)		11,476,572		81.40	%
30 N Gould Street, Suite R
Sheridan, WY 82081

(1)

Except as otherwise indicated, each person possesses sole voting and investment power with respect to the shares shown as beneficially owned. Shares are deemed owned in the same percentage as the individual’s ownership in the entity owning such shares.

(*)

Less than 1%

(2)

Granite Peak Resources, LLC holds shares of the Company. TBAIN Group, LLC serves as Manager of Granite Peak Resources, LLC and in that capacity holds voting and dispositive power but not economic ownership over the shares held by Granite Peak Resources, LLC. Tawana Bain, the Company’s Chair and Chief Executive Officer, serves as Manager of TBAIN Group, LLC and by virtue of that role may be deemed to exercise voting and dispositive power over the shares held by Granite Peak Resources, LLC.

Equity Compensation Plans

As of December 31, 2025, the Company did not have any outstanding equity awards and did not maintain an active equity compensation plan.

The following table sets forth certain information regarding equity compensation plan information as of December 31, 2025:

Plan category

Number of
securities
to be issued
upon
exercise of
outstanding
options (a)

Weighted-
average
exercise
price of
outstanding
options

Number of
securities
remaining
available for
future
issuance
under
equity
compensation
plans
(excluding
securities
reflected in
column (a)
(b)

Equity compensation plans approved by security holders

—

Equity compensation plans not approved by security holders

—

Total

—

The following describes certain relationships and related transactions that we have with persons deemed to be affiliates of ours. We believe that each of the transactions described below were on terms at least as favorable to our Company as we would have expected to negotiate with unaffiliated third parties.

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.

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.

●

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.

●

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.

During the years ended December 31, 2025 and 2024, the Company received proceeds from convertible notes – related party of $1,180,258 and $77,100, respectively, under the LOC.

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.

Director Independence

Our securities are quoted on the OTC Market, which does not have any director independence requirements. We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock Exchange, Inc., the NASDAQ National Market, and the Securities and Exchange Commission. Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated gross revenues. Based on these standards, we have determined that our directors are not independent directors.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of fees paid or to be paid to M&K CPAS, PLLC (“M&K”) for professional services rendered for the years ended December 31, 2025 and 2024

Services	2025		2024
Audit fees	$	66,500	$	25,250
Audit related fees		-		-
All other fees		-		-
Total fees	$	66,500	$	25,250

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.

All Other Fees — This category consists of fees for other miscellaneous items.

Pre-Approval Policies and Procedures

The Company does not currently utilize a formal audit committee as it has yet to formalize processes and controls that would provide proper Board oversight. Our Board approves each engagement for audit or non-audit services before we engage our independent auditor to provide those services. The Board has not established any pre-approval policies or procedures that would allow our management to engage our independent auditor to provide any specified services with only an obligation to notify the audit committee of the engagement for those services. None of the services provided by our independent auditors for fiscal year 2025 were obtained in reliance on the waiver of the pre-approval requirement afforded in SEC regulations.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibits are filed as part of this Annual Report on Form 10-K 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).
10.20		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).
10.21		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 Tawana Bain, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**		Certification of Luke McPherson, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted 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: March 31, 2026	By:	/s/ TAWANA BAIN
		Tawana Bain
		Chief Executive Officer, Director and Chairwoman

Each person whose signature to this Annual Report appears below hereby constitutes and appoints Tawana Bain and Luke McPherson 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 Annual Report and any and all instruments or documents filed as part of or in connection with this Annual 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	March 31, 2026
Tawana Bain

/s/ LUKE MCPHERSON	Chief Financial Officer	March 31, 2026
Luke McPherson

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

AMERICAN CLEAN RESOURCES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025 AND 2024

TABLE OF CONTENTS

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-4
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024		F-5
Consolidated Statements of Change in Stockholders’ Deficit for the Years Ended December 31, 2025 and 2024		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024		F-7
Notes to Consolidated Financial Statements		F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of American Clean Resources Group, Inc.,

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of American Clean Resources Group, Inc. (the Company) as of December 31, 2025 and 2024 and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the two years-ended December 31, 2025 and 2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the two-years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company suffered recurring losses, a large accumulated deficit as of December 31, 2025 and has no revenues to fully fund the operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

F-2

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audits of the consolidated financial statements that were communicated, or required to be communicated, to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

Going Concern

Due to the net loss for the year, the Company evaluated the need for a going concern.

Auditing management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.

As discussed in Note 2, the Company has incurred recurring losses and as of December 31, 2025, had an accumulated deficit of $115,474,299 and no revenues for either audited year.

To evaluate the appropriateness of the going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern and management’s disclosure on going concern.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2025

The Woodlands, Texas

March 31, 2026

PCAOB ID #2738

F-3

American Clean Resources Group, Inc.

Consolidated Balance Sheets

	December 31,			December 31,
	2025			2024
Assets
Current assets:
Cash	$	5,296		$	719
Prepaid expenses		42,389			10,000
Total current assets		47,685			10,719

Mineral rights		3,883,524			3,883,524
Right-of-use asset - related party		17,283			-
Total assets	$	3,948,492		$	3,894,243

Liabilities and stockholders’ deficit
Accounts payable	$	1,742,657		$	1,528,366
Accounts payable - related party		45,155			190,858
Accrued expenses		41,030			-
Accrued expenses - related party		7,500			-
Accrued interest		2,508,959			2,077,700
Accrued interest - related party		-			28,857
Promissory note		105,000			-
Operating lease liability - related party		7,402			-
Convertible promissory notes - related party		-			425,588
Total current liabilities		4,457,703			4,251,369
Operating lease liability - related party, non-current		10,685			-
Total liabilities		4,468,388			4,251,369

Commitments and contingencies (Note 8)

Preferred stock, 50,000,000 shares authorized Series A, $.001 par value, 10,000,000 shares issued and outstanding as of December 31, 2025 and 2024.		10,000,000			10,000,000

Stockholders’ deficit:

Common stock, $0.001 par value, 500,000,000 shares authorized: 14,099,393 and 13,912,237 issued and outstanding as of December 31, 2025 and 2024, respectively.		14,099			13,912
Additional paid-in capital		104,940,304			103,182,899
Accumulated deficit		(115,474,299	)		(113,553,937	)
Total stockholders’ deficit		(10,519,896	)		(10,357,126	)
Total liabilities and stockholders’ deficit	$	3,948,492		$	3,894,243

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

F-4

American Clean Resources Group, Inc.

Consolidated Statements of Operations

	For the Years Ended
	December 31,
	2025			2024
Operating expenses:
General and administrative expenses	$	1,406,459		$	992,142
Impairment Expense		-			4,574,871
Total operating expenses		1,406,459			5,567,013

Loss from operations		(1,406,459	)		(5,567,013	)

Other income (expense):
Other income		9,805			13,661
Interest expense		(523,708	)		(379,198	)
Total other expense, net		(513,903	)		(365,537	)

Loss before income tax provision		(1,920,362	)		(5,932,550	)

Income tax provision		-			-

Net loss	$	(1,920,362	)	$	(5,932,550	)

Basic and diluted net loss per common share	$	(0.14	)	$	(0.43	)

Basic and diluted weighted average common shares outstanding		13,754,724			13,907,705

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

F-5

American Clean Resources Group, Inc.

Consolidated Statements of Change in Stockholders’ Deficit

	Common Stock						Additional Paid-in			Accumulated
	Shares			Amount			Capital			Deficit			Total
Balance, December 31, 2024		13,912,237		$	13,912		$	103,182,899		$	(113,553,937	)	$	(10,357,126	)
Issuance of common stock for conversion of debt and interest		1,644,906			1,645			1,725,506			-			1,727,151
Common Stock Issued for Services		12,250			12			40,971			-			40,983
Retirement of shares		(1,470,000	)		(1,470	)		(9,072	)		-			(10,542	)
Net Loss		-			-			-			(1,920,362	)		(1,920,362	)
Balance, December 31, 2025		14,099,393		$	14,099		$	104,940,034		$	(115,474,299	)	$	(10,519,896	)

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

American Clean Resources Group, Inc.

Consolidated Statements of Change in Stockholders’ Deficit

	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
	RESTATED		RESTATED		RESTATED		RESTATED			RESTATED
Balance, December 31, 2023		13,907,437	$	13,908	$	103,144,615	$	(107,621,387	)	$	(4,462,864	)
Common Stock Issued for Services		4,800		4		38,284		-			38,288
Net Loss		-		-		-		(5,932,550	)		(5,932,550	)
Balance, December 31, 2024		13,912,237	$	13,912	$	103,182,899	$	(113,553,937	)	$	(10,357,126	)

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

F-6

American Clean Resources Group, Inc.

Consolidated Statements of Cash Flows

	For the Years Ended
	December 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(1,920,362	)	$	(5,932,550	)
Adjustments to reconcile net loss to cash flows used in operating activities:
Amortization expense		-			333,848
Common stock issued for services		40,983			38,288
Amortization of operating right of use assets		5,761			-
Impairment Expense		-			4,574,871
Changes in operating assets and liabilities:
Prepaid expenses		(32,389	)		(3,226	)
Accounts payable		114,291			525,889
Accounts payable - related party		73,755			(29,104	)
Accrued expenses		41,030			-
Accrued expenses - related party		7,500			-
Accrued interest		431,259			351,490
Accrued interest - related parties		92,448			27,708
Operating lease liabilities		(4,957	)		-
Net cash used in operating activities		(1,150,681	)		(112,786	)

Cash flows from financing activities:
Proceeds from convertible notes - related party		1,180,258			77,100
Repayments of promissory note		(25,000	)		-
Net cash provided by financing activities		1,155,258			77,100

Net increase (decrease) in Cash		4,577			(35,686	)
Cash, beginning of period		719			36,405
Cash, end of period	$	5,296		$	719

Noncash investing and financing activity:
Payments made by related party on behalf of the Company	$	-		$	192,186
Issuance of common stock for conversion of convertible promissory note payable - related party	$	1,727,151		$	-
Acquisition of assets through operating leases	$	23,044		$	-
Promissory note assumed for consideration of retirement of shares from SWISS transaction	$	105,000		$	-
Accounts payable - related party extinguished in connection of retirement of shares from SWISS transaction	$	194,458		$	-
Accounts payable assumed in connection of retirement of shares from SWISS transaction	$	100,000		$	-

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

F-7

AMERICAN CLEAN RESOURCES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Nature of Business

American Clean Resources Group, Inc. f/k/a 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).

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.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying 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 United States Securities and Exchange Commission.

Going Concern

The accompanying consolidated 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, 2025, had an accumulated deficit of $115,474,299. For the year ended December 31, 2025, the Company sustained a net loss of $1,920,362. 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 recorded 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.

Principles of Consolidation

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

F-8

Use of Estimates

Preparing 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.

Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and manages its business as principally one operating segment, which is mining gold and silver from their Tonopah property. The Company’s Chief Executive Officer and Chairwoman of the Board of Directors, Tawana Bain, serves as the Chief Operating Decision Maker (CODM). The CODM evaluates performance and makes operating decisions about allocating resources based on net loss or income and cash balances presented in the accompanying statement of operations and balance sheet, respectively. The measure of segment assets is reported on the balance sheets and income statements such as cash and net loss or income, respectively. All material long-lived assets are in the United States.

Related Party Transaction

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Cash

The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value. The Company had no cash equivalents as of December 31, 2025 and 2024.

Mineral Rights

The Company capitalizes acquisition costs until the Company determines the economic viability of the property. The Company has not established proven or probable reserves for any of its projects. The Company reviews the carrying value of our mineral rights and properties for impairment, including mineral rights upon the occurrence of events or changes in circumstances that indicate the related carrying amounts may not be recoverable. Our estimate of precious metal prices, mineralized materials, operating capital, and reclamation costs are subject to risks and uncertainties affecting the recoverability of our investment in all of our properties. Although the Company has made our best, most current estimate of these factors, it is possible that near term changes could adversely affect estimated net cash flows from our properties and mineral claims, and possibly require future asset impairment write-downs. Where estimates of future net operating cash flows are not available and where other conditions suggest impairment, the Company assesses recoverability of carrying value from other means, including net cash flows generated by the sale of the asset.

F-9

Intangible Assets

Intangible assets consist of developed technology acquired in the SWIS acquisition. The Company amortizes its developed technology over its useful life under the straight-line method. 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. The intangible asset is evaluated for impairment on an annual basis or more frequently whenever events or circumstances occur indicating that the carrying amount may not be recoverable.

Leases

The Company reviews all arrangements for potential leases, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised.

Lease term, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment and are based on the facts and circumstances related to the specific lease. Lease terms are generally based on their initial non-cancellable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business needs are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined to value the lease obligation. Otherwise, the Company’s incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation.

Redeemable Series A Preferred Stock

The Company applies the guidance in ASC 480 to determine the classification and measurement of preferred stock. Preferred stock that is mandatorily redeemable is classified as a liability and measured in accordance with ASC 480. Preferred stock that is conditionally redeemable, including instruments with redemption features that are either at the option of the holder or contingent upon events outside the Company’s control, is classified as mezzanine equity in accordance with ASC 480-10-S99. All other preferred stock is classified in stockholders’ equity. Mezzanine equity is initially recorded at its original issuance price. It is subsequently measured at its redemption value when the instrument becomes currently redeemable or when it becomes probable that it will be redeemed. As the Series A Preferred Stock includes redemption features that are outside the Company’s control, it is classified as mezzanine equity and is currently recorded at its original issuance price, as the instrument is not currently redeemable and redemption is not considered probable.

Revenue Recognition

As of December 31, 2025, 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.

F-10

Stock-Based Compensation

The stock-based payments are accounted for in accordance with the provisions of ASC 718, Compensation — Stock Compensation. The Company measures the estimated fair value of the stock-based award on the date of grant using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period in determining the fair value of stock-based awards. The expected term is based on the “simplified method”, due to the Company’s limited stock award history. Under this method, the term is estimated using the weighted average of the service vesting period and contractual term of the option award. As the Company Class A common stock has a limited history in the public markets, the Company has identified several public entities of similar size, complexities and industry and calculates historical volatility based on the volatilities of these companies. Although the Company believes its assumptions used to calculate stock-based compensation expenses are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period. The Company accounts for forfeitures in the period in which they occur, rather than estimate expected forfeitures.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. Cash and cash equivalents of the Company are exposed to credit risk, subject to federal deposit insurance, in the event of default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the balance sheet. The cash accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2025 and 2024, the Company’s cash balance did not exceed the FDIC insured limit.

Fair Value of Financial Instruments

The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

Level 1	—	quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2	—	observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3	—	assets and liabilities whose significant value drivers are unobservable.

The Company 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.

F-11

Loss Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pended against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Income Taxes

The Company and its U.S. subsidiaries file a consolidated federal income tax return and is taxed as a C-Corporation, whereby it is subject to federal and state income taxes. The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Basic and Diluted Net Loss Per Share

Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted net loss per share of common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, share options and warrants, which would result in the issuance of incremental shares of common shares. For diluted net loss per share, the weighted-average number of common shares is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive.

As of December 31, 2025 and 2024, the Company convertible promissory note – related party was convertible into 0 and 432,805 shares of common stock, respectively.

Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about our effective tax rate reconciliation as well as information on income taxes paid. The guidance will first be effective in our annual disclosures for the year ending December 31, 2025, and should be applied on a prospective basis with the option to apply retrospectively. Early adoption is permitted. The Company is in the process of assessing the impact of ASU 2023-09 on our disclosures.

F-12

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement and disclosures about selling expenses. ASU 2024-03 will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating ASU 2024-03 and does not expect it to have a material effect on the Company’s consolidated financial statements.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the provisions of the amendments and the impact on its future financial statements.

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 Mineral rights. Based on an assessment the Company conducted during 2024, the Company decided the combined carrying value of its land, mineral rights, and water rights of $3,883,524 was fairly stated and not exposed to impairment.

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 December 31, 2024, 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 years ended December 31, 2025 and 2024, the Company recorded total amortization expense of $0 and $333,848, respectively. Amortization expense is included in general and administrative expenses in the consolidated statements of operations.

F-13

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.

On November 21, 2025, the Company entered into a Rescission Agreement with LaunchIT LLC to unwind the Company’s prior acquisition of SWIS LLC, which had been completed in September 2023 and accounted for as an asset acquisition. Under the terms of the Rescission Agreement, LaunchIT returned 1,470,000 shares of the Company’s common stock to the Company. These shares were retired and canceled by the Company, resulting in a permanent reduction in the number of issued and outstanding shares.

In exchange, the Company transferred 100% of the equity interests in SWIS LLC back to LaunchIT, effective as of November 21, 2025. The Company also agreed to provide LaunchIT total consideration of $230,000, consisting of (i) $25,000 paid at closing, (ii) $100,000 paid in early December 2025, and (iii) a $105,000 promissory note payable in four equal monthly installments during the first quarter of 2026.

As a result of the rescission, the Company deconsolidated SWIS LLC as of November 21, 2025, and removed SWIS’s assets and liabilities from the consolidated balance sheet as of that date. Because the SWIS acquisition was originally accounted for as an asset acquisition and substantially all of the purchase consideration had been allocated to a developed technology intangible asset that was fully impaired during the year ended December 31, 2024, the rescission did not result in a material impact on the Company’s consolidated results of operations for the year ended December 31, 2025.

No gain or loss was recognized in connection with the rescission. The transaction was accounted for as an equity transaction with a former shareholder in accordance with ASC 810 and ASC 505. In the consolidated statement of stockholders’ equity, the retirement of the 1,470,000 returned shares is reflected as a reduction of common stock and additional paid-in capital of $10,542. Following the rescission, the Company has no continuing ownership interest in SWIS LLC and no ongoing operational involvement with that entity, other than the outstanding promissory note payable to LaunchIT.

Operating Lease – Related Party

The Company leases its principal office space from SMS Lakewood, LLC (“SMS”), an entity that is an affiliate of Granite Peak Resources, LLC, the Company’s majority stockholder, and therefore an affiliate of the Company’s Chief Executive Officer. Effective April 1, 2025, the Company entered into a three-year non-cancelable operating lease with SMS for approximately 409 square feet of office space located at 12567 West Cedar Drive, Suite 104, Lakewood, Colorado. The lease term extends through March 31, 2028 and does not include renewal options. Base monthly rent under the lease is $579, plus approximately $110 per month for common area maintenance (“CAM”) and taxes, for a total monthly payment of approximately $690. The lease is classified as an operating lease under ASC 842. The Company used an 8% incremental borrowing rate to calculate the present value of lease payments, as the rate implicit in the lease was not readily determinable.

As of December 31, 2025, the operating lease ROU asset related to the SMS office lease was $17,283, and the associated operating lease liabilities totaled $18,087, of which $7,402 was classified as current and $10,685 was classified as long-term. The excess of the lease liability over the ROU asset primarily reflects prepaid rent and initial direct costs, which are amortized over the lease term.

F-14

For the year ended December 31, 2025, the Company recognized total lease cost of approximately $7,013, consisting of $5,761 of amortization of the ROU asset and $1,252 of interest on the lease liability. Lease cost is included in general and administrative expenses. Cash paid for amounts included in the measurement of the operating lease liability was approximately $6,209 during 2025, reflecting nine months of rent and CAM payments.

The following table presents the undiscounted future lease payments for the related-party operating lease and a reconciliation to the operating lease liability as of December 31, 2025:

Year Ending December 31	Future Lease Payments
2026	$	8,585
2027		8,994
2028		2,274
Total undiscounted payments		19,853
Less: imputed interest (8%)		(1,766	)
Present value of operating lease liability	$	18,087

All lease obligations above relate to a related-party operating lease. The Company had no other operating or finance lease commitments as of December 31, 2025.

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 Company’s majority stockholder. The LOC, as amended from time to time, provided for borrowings of up to $52.5 million, accrued interest at 10% per annum, was secured by substantially all of the Company’s assets, and was convertible into common stock at a conversion price of $1.05 per share, and had a final contractual maturity date of March 16, 2027

Between 2021 and 2023, the LOC was amended to, among other things, increase borrowing capacity, extend maturity, reduce the conversion price, and consolidate certain defaulted obligations previously acquired by GPR, including the Tina Gregerson promissory note, the Peter Krupp promissory note, the Stephen Flechner judgment, and the Pure Path Capital Senior Secured Convertible Promissory Note. The Company evaluated these amendments under ASC 470 and determined that the amendments constituted debt extinguishments. No gain or loss was recognized, as the reacquisition price equaled the carrying amount of the extinguished debt.

During 2023, GPR converted an aggregate of $10,219,551 of principal and accrued interest under the LOC into 10,244,230 shares of restricted common stock. On December 31, 2025, GPR converted the remaining $1,727,152 of principal and accrued interest into 1,644,906 shares of restricted common stock at the contractual conversion price of $1.05 per share.

As of December 31, 2025, there was no outstanding principal or accrued interest under the LOC. As of December 31, 2024, the outstanding balance under the LOC consisted of $425,589 in principal and $28,857 in accrued interest.

During the years ended December 31, 2025 and 2024, the Company received cash proceeds of $1,180,258 and $77,100, respectively, under the LOC. During the years ended December 31, 2025 and 2024, the Company also recognized non-cash borrowings of $0 and $192,186, respectively, representing Company expenses paid directly by GPR on the Company’s behalf and recorded as increases to the LOC principal balance.

F-15

Related Parties

The Company has entered into a number of transactions with related parties that have materially affected its liquidity, capital structure, and ownership. These related parties include Granite Peak Resources, LLC (“GPR”), entities affiliated with GPR, former significant stockholders, and executive consultants.

Granite Peak Resources, LLC

Granite Peak Resources, LLC (“GPR”) is an entity controlled by the Company’s Chair and Chief Executive Officer, Tawana Bain, and is the Company’s controlling stockholder. As of December 31, 2025, GPR beneficially owned 11,476,572 shares of the Company’s common stock, representing approximately 81.4% of the Company’s outstanding common stock.

Line of Credit and Related-Party Financing

On March 16, 2020, the Company entered into a Line of Credit (“LOC”) agreement with GPR to provide working capital and fund operating expenses. Under the LOC, GPR also paid certain expenses directly on behalf of the Company to support its operations. The LOC was amended multiple times to increase borrowing capacity, extend maturity dates, modify conversion terms, and consolidate other outstanding obligations.

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. These obligations were subsequently consolidated into the LOC pursuant to amendments executed on January 5, 2023 (Second Amendment) and June 12, 2023 (Third Amendment).

Pursuant to the Third Amendment, the LOC bore interest at 10% per annum and was secured by substantially all of the Company’s assets, including the equity interests of its subsidiary entities.

Debt-to-Equity Conversions

On August 2, 2023 and August 15, 2023, GPR converted an aggregate 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. As a result of these conversions, GPR became the Company’s majority stockholder.

On December 31, 2025, GPR converted an additional $1,727,152 of principal and accrued interest under the LOC into 1,644,906 shares of restricted common stock at a conversion price of $1.05 per share. Following this conversion, all outstanding principal and accrued interest under the LOC were fully extinguished.

During the year ended December 31, 2025, the Company recorded $1,180,258 in proceeds from convertible notes – related party, all of which were added to the LOC balance prior to its conversion. As of December 31, 2025, there were no outstanding balances owed to GPR under the LOC or any related-party promissory notes.

Related-Party Operating Lease – Office Premises

The Company also leases its principal office space from SMS Lakewood, LLC, an affiliate of its majority stockholder. See Note 5 – Operating Lease – Related Party for a description of the lease terms, balances, and related-party considerations.

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 9 – Commitments and Contingencies.

F-16

Launch IT, LLC and SWIS Rescission

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 (“Launch IT”). As a result of the transaction, Launch IT became a significant stockholder of the Company.

In connection with the acquisition, the Company retained AJ Miller and Chris Laveson, former owners of Launch IT, to continue supporting the SWIS business. Mr. Miller served as an officer of SWIS and Mr. Laveson served as a manager of a SWIS subsidiary following the acquisition. Each held 500,000 shares of the Company’s restricted common stock.

On November 21, 2025, the Company and Launch IT entered into a definitive agreement to rescind the prior SWIS transaction. Pursuant to the rescission agreement, Launch IT returned 1,470,000 shares of the Company’s common stock to the Company for cancellation, resulting in a permanent reduction of issued and outstanding shares. The Company transferred 100% of the equity interests in SWIS back to Launch IT, effective as of the closing date.

In exchange, the Company agreed to provide Launch IT total consideration of $230,000, consisting of an initial cash payment of $25,000 paid during the fourth quarter of 2025, additional cash consideration contractually due but unpaid as of December 31, 2025, and a short-term promissory note with an initial principal balance of $105,000. The promissory note bears no stated interest unless in default and is payable in four equal monthly installments of $26,250 due on January 1, February 1, March 1, and April 1, 2026. As of December 31, 2025, the outstanding principal balance of the note was $105,000 and was recorded in current liabilities as “Promissory note.

Related Party Transactions

The Company engages certain individuals as independent contractors to provide executive and strategic services. These individuals are considered related parties due to their roles as executive officers or their involvement in the Company’s strategic decision-making.

Accounts payable and accrued expenses include amounts due to related parties comprised primarily of fees for executive consulting services. As of December 31, 2025 and 2024, accounts payable to related parties totaled $45,155 and $190,858, respectively. Accrued expenses due to related parties totaled $41,030 as of December 31, 2025 and $0 as of December 31, 2024.

All related party balances are unsecured, non-interest bearing, and due on demand.

Stockholders’ Deficit and Mezzanine Equity

Preferred Stock

The Series A Preferred Stock is classified as mezzanine equity because, upon the occurrence of certain contingent events outside the Company’s control, the holders may require redemption for cash at the Liquidation Value

F-17

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 is entitled to receive a payment equal to the Original Issue Price per share (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.

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.

Common Stock

As of December 31, 2025 and 2024, the Company is authorized to issue 500,000,000 shares of common stock at a par value of $0.001 per share.

F-18

Voting Rights

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

Dividend Rights

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

Liquidation Preference

In the 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.

Other Terms

Holders of common stock 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.

Common Stock Issuances, Stock-Based Compensation, and Retirements

The following table summarizes the Company’s issuances and (retirement) of common stock during the years ended December 31, 2025 and 2024:

					Fair Value
Date	Shares Issued			Purpose	per Share⁽¹⁾			Total Value
Q2 2024		300		Advisory Board	$	6.50	⁽²⁾	$	1,950
Q3 2024		3,300		Advisory Board		8.65	⁽²⁾		28,538
Q3 2025		1,350		Advisory Board		5.05	⁽²⁾		6,818
Q3 2025		750		Development Committee		5.05	⁽²⁾		3,788
Q3 2025		2,550		Advisory Board		2.00	⁽²⁾		5,100
Q3 2025		4,125		Development Committee		2.00	⁽²⁾		8,250
Q4 2025		1,350		Advisory Board		4.90	⁽²⁾		6,615
Q4 2025		2,125		Development Committee		4.90	⁽²⁾		10,413
Q4 2025		(1,470,000	)	Retirement of shares		N/A	⁽³⁾		2,940,000
Q4 2025		1,644,906		Conversion of shares from LOC		1.05	⁽⁴⁾		1,727,152

Fair Value Basis: The fair value per share was determined based on the closing market price on the date of issuance or the agreed-upon conversion price under the applicable agreement.

Stock-Based Compensation – Advisory Board and Development Committee: The Company issues restricted shares of common stock to members of its Advisory Board and Development Committee as compensation for advisory, strategic, and development-related services. Such awards are non-employee stock-based compensation arrangements and are accounted for in accordance with ASC 718, Compensation—Stock Compensation. The fair value of the shares issued is measured on the grant date based on the closing market price of the Company’s common stock and is recognized as stock-based compensation expense over the period in which the related services are rendered. All shares issued under these arrangements are fully vested upon issuance and are subject to the terms of the applicable advisory or committee agreements.

F-19

Retirement of Shares: In November 2025, 1,470,000 shares of common stock previously issued to Launch IT, LLC were returned to the Company and cancelled in connection with the rescission of the SWIS LLC transaction. The retirement was accounted for as a reduction of common stock and additional paid-in capital.

Conversion of Debt: On December 31, 2025, 1,644,906 shares of common stock were issued to Granite Peak Resources, LLC upon conversion of $1,727,152 of principal and accrued interest under the related-party line of credit at an implied conversion price of $1.05 per share.

During the year ended December 31, 2025, the Company’s outstanding common stock changed significantly due to non-cash equity transactions. In the fourth quarter of 2025, the Company issued 1,644,906 shares of common stock to Granite Peak Resources, LLC in connection with the conversion of principal and accrued interest under a related-party line of credit. During the same period, 1,470,000 shares of common stock were returned to the Company and retired in connection with the rescission of the SWIS LLC transaction. After giving effect to these transactions and other immaterial issuances for services, the Company had 14,099,393 shares of common stock issued and outstanding as of December 31, 2025.

All issuances were accounted for in accordance with ASC 505-10 (Equity) and ASC 718 (Compensation—Stock Compensation), as applicable. No gain or loss was recognized on the debt conversions, as the carrying amount of the debt equaled the fair value of the equity issued. Advisory Board compensation was recorded as general and administrative expense, with a corresponding credit to additional paid-in capital.

Commitments and Contingencies

Merger with the SMS 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 purchase price for the controlling interest in SMS will be determined based upon the price of the Company’s common stock on the date of closing, such date to be decided by the Parties in good faith after all conditions precedent are met. These conditions precedent include, but are not limited to:

●

Completion of SMS’s audited financial statements by an independent PCAOB-registered accounting firm;

●

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

●

Uplisting of ACRG’s common stock to the Nasdaq Capital Market;

●

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

●

Approval of the merger by ACRG’s shareholders;

●

Satisfaction of customary closing conditions, including representations and warranties, covenants, and absence of material adverse changes.

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.

F-20

SMS is a group of companies that has developed a significant primary source of metals for conventional mining and secondary sources of metals from previously discarded mining tailings for re-reprocessing and recovery. Access to the large amount of mine tailings on the Company’s Nevada property adds favorably to SMS’s plans. Its goal is to enhance the US’s supply chain of various metals produced locally using environmentally friendly methods. In addition, SMS’s sustainable resource program has developing interests in alternative sources of energy, including the Company’s Nevada property which is zoned for solar development, and the conservation of our water resources.

Joint Venture with AMI

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.

10.

Income Taxes

The components of income tax expense for the years ended December 31, 2025, and 2024 consist of the following:

	2025			2024
Current tax provision	$	—		$	—
Deferred tax benefit		(393,160	)		(1,196,480	)
Valuation allowance		393,160			1,196,480
Total income tax provision	$	—		$	—

Reconciliations between the statutory rate and the effective tax rate for the years ended December 31, 2025, and 2024 consist as follows:

	2025			2024
Federal statutory tax rate		(21.0	)%		(21.0	)%
Prior period adjustment		—	%		—	%
Valuation allowance		21.0	%		21.0	%
Effective tax rate		—			—

F-21

Significant components of the Company’s deferred tax assets as of December 31, 2025 and 2024 are summarized below. The calculations presented below reflect the new U.S. federal statutory corporate tax rate of 21% effective January 1, 2018.

	2025			2024
Deferred tax assets:
Net operating loss carry forwards	$	8,016,061		$	7,480,898
Impairment of assets		7,901,460			7,901,460
Stock based compensation		2,126,539			2,126,539
Loss on settlement of debt		—			(25,572	)
Total deferred tax asset		18,044,060			17,483,325
Valuation allowance		(18,044,060	)		(17,483,325	)
	$	—		$	—

As of December 31, 2025, the Company had approximately $38,172,000 of federal net operating loss carry forwards. These carry forwards, if not used, will begin to expire in 2028. Future utilization of their net operating loss carry forwards is subject to certain limitations under Section 382 of the Internal Revenue Code. The Company believes that the issuance of their common stock in exchange for the Shea Mining and Milling properties in March of 2011 resulted in an “ownership change” under the rules and regulations of Section 382. Accordingly, the Company’s ability to utilize their net operating losses of $69,000,000 generated prior to this date is limited to approximately $1,000,000 annually.

As of December 31, 2025, we do not believe any of our net operating loss carry forward consists of deductions generated by the exercise of warrants or options to purchase our stock. In the future, the stock options referenced in the above table of deferred tax items may be exercised and we may receive a tax deduction. To the extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes, no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital.

We provide for a valuation allowance when it is more likely than not that we will not realize a portion of the deferred tax assets. We have established a valuation allowance against our net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, we have not reflected any benefit of such deferred tax assets in the accompanying financial statements.

We reviewed all income tax positions taken or that we expect to be taken for all open years and determined that our income tax positions are appropriately stated and supported for all open years. The Company is subject to U.S. federal income tax examinations by tax authorities for years after 2021 due to unexpired net operating loss carryforwards originating in and subsequent to that year. The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction.

11.

Segment Information

The Company views its operations and manages its business in one reportable segment, which is mining gold and silver from their Tonopah property.

The Company’s Chief Executive Officer and Chairwoman of the Board of Directors, Tawana Bain, serves as the Chief Operating Decision Maker (“CODM”). The CODM evaluates performance and makes operating decisions about allocating resources based on net loss or income and cash balances presented in the accompanying statement of operations and balance sheet, respectively.

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

12.

Subsequent Events

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company had the following subsequent events.

On February 27, 2026, the Company’s Board of Directors appointed Luke McPherson as Chief Financial Officer. Mr. McPherson succeeded Sharon Ullman, who transitioned from her role as Chief Financial Officer to a newly created role as Chief Registrar & Shareholder Officer effective the same date.

In connection with Mr. McPherson’s appointment, the Company and Mr. McPherson agreed in principle to an equity-based compensation arrangement, subject to approval by the Board of Directors. The terms of any such arrangement will be finalized and disclosed in a subsequent filing once approved.

F-22

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American Clean Resources Group, Inc. 10-K