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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-K

~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15~~(d)Mark OFOne)

~~THE~~☒ ~~SECURITIES~~Annual ~~EXCHANGE~~Report ~~ACT~~Pursuant OFto Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, ~~2012~~ 2025

~~Commission File No. 000-27739~~OR

~~MineralRite~~☐ ~~Corporation~~Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~(Exact~~For ~~name~~the oftransition ~~registrant~~period asfrom ~~specified~~_________ to ~~in its charter)~~_________

Nevada	90-0315909
Commission File Number: 000-27739 MINERALRITE CORPORATION (Exact name of registrant as specified in its charter)
(State or other jurisdiction of	(I.R.S. Employer
Texas		90-0315909
incorporation or organization)	Identification No.)
(State or other jurisdiction of Incorporation or organization)		(I.R.S Employer Identification No.)
325 N. St. Paul Street – Suite 3100 Dallas, Texas 75201 (Address of principal executive offices)		75201 (Zip code)
(469) 881-8900 (Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act
Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common stock	RITE	OTCID
Series A Preferred		None
Series B Preferred		None
Series C Preferred		None
Series D Preferred		None
Series NMC Preferred		None

55Indicate ~~South~~by ~~Geneva~~check ~~Road~~mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

~~Lindon,~~Indicate ~~Utah~~by ~~84042~~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. ☒ Yes ☐ No

~~(Address~~Indicate by check mark whether the registrant a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of ~~principal~~“large ~~executive~~accelerated ~~offices~~filer,” ~~zip~~“accelerated ~~code)~~filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~(801)~~Large ~~796~~accelerated filer ☐ Accelerated filer ☐ Non-~~8944~~accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☒

~~(Registrant’s~~If ~~telephone~~an ~~number~~emerging growth company, ~~including~~indicate by ~~area~~check ~~code~~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. ☐

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~whether 12the registrant is a shell company (b)as defined in Rule 12b-2 of the Exchange Act:). ☐ Yes ☒ No

~~None~~As of December 31, 2025, there were 6,211,776,842 shares of Common Stock outstanding.

~~Securities registered pursuant to section 12(g) of the Act:~~No 0

~~Common Stock, $.001 par value~~Contents

Copy of all Communications to:

PART I	1
Item 1. Business	1
Overview	1
Corporate Background	1
Reporting Status and Regulatory Milestones	1
December 31, 2024, Strategic Acquisition	2
Post-Acquisition Development Activities	2
Core Business Focus	2
Other Mineral Properties	2
Equipment and Precious-Metal Transactions	3
Organizational Structure	3
Regulatory Environment	3
Competition	3
Personnel	3
Principal Executive Offices	3
Item 1A. Risk Factors	4
Risks Related to Our Financial Condition, Development Stage and Business Strategy	5
Risks Related to Our Mineral Assets and Mining Operations	7
Risks Related to Commodity Markets, Precious Metals Trading and Commercialization	10
Risks Related to Permitting, Environmental Regulation and Reclamation	11
Risks Related to Mineral Asset Valuation, Acquisition Accounting and Financial Reporting	12
Risks Related to Regulation S-K 1300, Technical Review and Qualified Person Analysis	13
Risks Related to Our Capital Structure, Financing Instruments and Dilution	14
Risks Related to Our Securities and the Public Market	15
Risks Related to Corporate Governance, Internal Controls, Information Systems and Compliance	16
Risks Related to Our Corporate History, Reporting Status and Investor Perception	17
General Risk Factors	18
Item 1B. Unresolved Staff Comments	18
Item 1C. Cybersecurity	18
Item 2. Properties	19
Skull Valley Tailings Project	19

~~Davisson & Associates, PA~~i

~~4124~~Other ~~Quebec~~Mineral ~~Avenue~~Properties ~~North~~19 Item 3. Legal Proceedings 20 Item 4. Mine Safety Disclosures 20 PART II 20 Item 5. Market for Registrant’s Common Equity, ~~Suite~~Related ~~306~~Stockholder Matters and Issuer Purchases of Equity Securities 20 Trading Information 20 Shareholder Information 20 Dividend Policy 20 Unregistered Sales of Equity Securities 21 Issuer Purchases of Equity Securities 23 Item 6. Reserved 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) 23 Overview 23 Results of Operations 24 Summary of 2025 Results 24 Plan of Operations 26 Going Concern Considerations 27 Critical Accounting Policies and Non-Recurring Accounting Items 27 Summary 28 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 28 Item 8. Financial Statements and Supplementary Data 28 Report of Independent Registered Public Accounting Firm 29 Consolidated Balance Sheets 33 Consolidated Statements of Operations 34 Consolidated Statements of Stockholders’ Equity 35 Consolidated Statements of Cash Flows 36 Notes to Consolidated Financial Statements 37 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 64 Item 9A. Controls and Procedures 64 Evaluation of Disclosure Controls and Procedures 64 Management’s Report on Internal Control Over Financial Reporting 64

Minneapolis, MN 55427

Phone: 763.355.5678

Fax: 763.355.5679

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2012 was $264,956 based on the closing sale price of such common equity on such date. The registrant’s common stock is traded in the over-the-counter market and quoted on the Over-The-Counter Bulletin Board under the symbol “RITE.”

The number of shares of Common Stock, $0.001 par value, outstanding on April 1, 2013 was 53,559,900 shares.

MINERALRITE CORPORATION

TABLE OF CONTENTS

		Page No.
	PART I
Item 1.	Business	1
Item 1a.	Risk Factors	4
Item 1b.	Unresolved Staff Comments	10
Item 2.	Properties	10
Item 3.	Legal Proceedings	11
Item 4.	(Removed and Reserved)	11
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer’s Purchases of Equity Securities	12
Item 6.	Selected Financial Data	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	20
Item 9A.	Controls and Procedures	20
Item 9B.	Other Information	21
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	21
Item 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
Item 13.	Certain Relationships and Related Transactions, and Director Independence	27
Item 14.	Principal Accounting Fees and Services	27
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	28
	Signatures	29

~~FORWARD~~Material Weakness in Internal Control Over Financial Reporting 65 Changes in Internal Control Over Financial Reporting 65 Attestation Report of the Registered Public Accounting Firm 65 Item 9B. Other Information 65 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 65 PART III 66 Item 10. Directors, Executive Officers and Corporate Governance 66 Directors and Executive Officers 66 James Burgauer 66 Family Relationships 66 Involvement in Certain Legal Proceedings 66 Code of Ethics 67 Audit Committee and Financial Expert 67 Section 16(a) Beneficial Ownership Reporting Compliance 67 Item 11. Executive Compensation 68 Executive Officers and Directors 68 Summary Compensation Table 68 Narrative Disclosure 68 Equity-~~LOOKING~~Related ~~STATEMENTS~~Arrangements 69 Director Compensation 69 Employment and Consulting Arrangements 69 Equity Compensation Plan Information 69 Item 12. Security Ownership of Certain Beneficial Owners and Management 70 Beneficial Ownership of Common Stock 70 Beneficial Ownership of Preferred Stock 70 Control of the Company 72 Changes in Control 72 Item 13. Certain Relationships and Related Transactions, and Director Independence 73 Series D Transactions with Affiliated Holders 73 MIS Consulting Arrangement 74 Revolving Credit Arrangement with MIS Consulting, Inc. 74 Guarantees Provided by the Company’s President 75 Other De Minimis Related Party Transactions 75

This Annual Report on Form 10-K contains forward-looking statements and involves risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows, and business prospects. These statements include, among other things, statements regarding:iii

●Family-Related ~~our~~Ownership ~~ability~~Interests to75 ~~diversify~~Nominee ~~our~~and ~~operations;~~Family-Related Ownership Arrangements 76 Review and Approval of Related Party Transactions 76 Director Independence 76 Item 14. Principal Accountant Fees and Services 76 Audit Fees 77 Audit Committee Pre-Approval Policies and Procedures 77 PART IV 77 Item 15. Exhibits and Financial Statement Schedules 77 (a) Financial Statements 77 (b) Financial Statement Schedules 77 (c) Exhibits 77

~~● exploration risks such as drilling unsuccessful wells;~~iv

● our ability to attract key personnel;

● our ability to operate profitably;

● our ability to efficiently and effectively finance our operations, and/or purchase orders;

● inability to achieve future sales levels or other operating results;

● inability to raise additional financing for working capital;

● inability to efficiently manage our operations;

● the inability of management to effectively implement our strategies and business plans;

● the unavailability of funds for capital expenditures and/or general working capital;

● the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;

● deterioration in general or regional economic conditions;

● changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;

● adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

as well as other statements regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements may appear throughout this report, including without limitation, the following sections: Item 1 “Business,” Item 1A “Risk Factors,” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Annual Report on Form 10-K, and in particular, the risks discussed under the caption “Risk Factors” in Item 1A and those discussed in other documents we file with the Securities and Exchange Commission (SEC). We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

PART I

~~ITEM~~Item 1. ~~BUSINESS~~ Business

The Company’s Background. MineralRite Corporation (the “Company” or “MineralRite,”) was incorporated in Nevada in October, 1996, under the name PSM Corp. The Company’s name was then changed to Royal Quantum Group, Inc. on November 23, 2005. On August 31, 2012 the board of directors approved the change of the Company’s name to MineralRite Corporation, reflecting the new direction in which the Company’s management intends to lead it. On December 3, 2012, the Company’s trading symbol was changed from “RYQG” to “RITE.” The Company’s principal executive offices are located at 55 South Geneva Road, Lindon UT 84042, telephone: (801) 796-8944. Our website address is www.mineralrite.com.Overview

MineralRite Corporation (“MineralRite,” “RITE,” the “Company,” “we,” “us,” or “our”) is a Texas-based mineral and mine management and monetization company. The Company’s business model is focused on the acquisition, evaluation, development, and monetization of mineral assets, with an emphasis on previously processed tailings, above-ground materials, and other resource opportunities.

The Company’s strategy is to identify mineral assets that can be advanced through technical evaluation, regulatory compliance, and operational planning, and then monetized through production, joint ventures, project-level financing, or strategic transactions. The Company also maintains certain capabilities related to equipment and precious-metal transactions that may support its core mineral-asset activities.

The Company’s common stock trades on the OTCID tier under the symbol “RITE.” The Company qualifies as a smaller reporting company and an emerging growth company.

Corporate Background

MineralRite traces its origins to a Nevada corporation formed in 1996. Over time, the Company experienced several changes in control, business direction, and capital structure. In April 2021, the Company completed an F-reorganization merger and re-domiciled to the State of Texas.

In October 2023, a change in control occurred when current management acquired voting control and assumed operational leadership. Following this transition, management initiated a comprehensive restructuring of the Company’s accounting, capital structure, and business operations. Since that time, the Company has focused on restoring audited financial statements, re-establishing reporting compliance, resolving legacy regulatory matters, and developing a business model centered on mineral-asset development and monetization.

Reporting Status and Regulatory Milestones

During 2025, the Company completed and filed a registration statement on Form 10 in order to become a fully reporting company under the Securities Exchange Act of 1934. The Company has been working with the staff of the Securities and Exchange Commission to address comments and finalize the registration process.

During the year, the Company also achieved “penny stock exempt” status under applicable rules. In addition, the Company completed certain legacy regulatory and corporate-structure matters, including the resolution of a FINRA proceeding relating to the Company’s prior reorganization and the lifting of a cease-trade order in Alberta, Canada.

~~The~~December ~~Company’s~~31, ~~Existing and Planned Business Expansion. MineralRite has focused on the acquisition~~2024, ~~exploration~~Strategic ~~and development of oil and gas properties located within favorable geopolitical climates.~~Acquisition

On ~~March~~December 131, ~~2013~~2024, the Company ~~entered~~completed the ~~into~~acquisition anof ~~agreement to acquire~~ 100% of the ~~outstanding~~equity ~~stock~~interests of ~~Goldfield~~California ~~International,~~Precious ~~Inc.,~~Metals aLLC ~~Utah corporation (“Goldfield”) in exchange for 2,000,000 shares of the Company’s Common Stock~~ and ~~cash of $100~~Peeples,~~000~~ ~~payable in three installments~~Inc. ~~The acquisition of Goldfield is the first step in the Company’s plan to enter into mineral processing and certification operations~~, ~~using~~two ~~new~~wholly ~~management’s~~owned expertise and methods in mineral enhancement technologies to provide value-added services to the mining industry. The Company will employ methods long known to and used by the industry, with certain differences in application and timing, which differences the Company believes are proprietary in nature. The primary focus subsidiaries of ~~the mineral extraction process in the natural resource sector is gold. New management plans to utilize a proprietary technology for the extraction of precious metals from ore bodies~~NMC, ~~reclaimed mine tailings and high-value concentrate material~~Inc. This ~~process~~transaction ~~isolates~~represented ~~and~~a ~~recovers~~significant ~~precious~~step ~~minerals~~in ~~like~~repositioning gold, silver, platinum, palladium and rare earth oxides from raw ore. The process involves taking carbon from customers, recycling and reactivating it while extracting gold and precious metals. The carbon would be returned to the Company’s ~~customers~~toward ~~for reuse in precious metal recovery. The process does so without the use of traditional~~ mineral-asset ~~leaching~~development ~~agents like arsenic~~ and ~~cyanide, highly toxic substances that can find their way into water supplies and pollute rivers and aquifers. Many gold mining and~~ recovery ~~groups rely on these hundred year old processes to separate gold from ores and waste rock with little regard for long term environmental damage~~operations. It is our intention to focus on environmentally conscious methods of recovery and refinement that leverage new technologies that may reduce the potential for environmental damage. This next step in the Company’s business plan will require, among other things, additional capital, additional facilities and additional personnel, none of which are immediately available to the Company. If the Company is not able to secure these things it will not be able to execute on the next step of its business plan.

The ~~Company’s~~acquisition ~~Competition~~included intwo ~~its~~mineral ~~Business.~~leases held ~~The~~by ~~oil~~California ~~and~~Precious ~~natural~~Metals ~~gas industry is intensely competitive~~LLC, ~~and~~as ~~the~~well ~~Company~~as ~~competes~~previously ~~with~~processed ~~other~~mine ~~companies~~tailings ~~that have greater resources. Many of these companies not only explore for~~ and ~~produce oil and natural gas, but also carry on midstream and refining operations and market petroleum and other products on~~ a ~~regional,~~mineral ~~national~~lease orheld ~~worldwide~~by ~~basis. These companies may be able to pay more for productive oil and natural gas properties and exploratory prospects or define~~Peeples, ~~evaluate, bid for and purchase a greater number of properties and prospects than the Company’s financial or human resources permit~~Inc. ~~In addition, these companies may have a greater ability to continue exploration activities during periods of low market prices for oil and natural gas.~~ The ~~Company’s~~acquired ~~larger~~set orrelated ~~more-integrated competitors may be able~~ to ~~absorb~~Peeples ~~the~~also ~~burden~~included ofa ~~existing,~~written ~~and~~mine ~~any~~development ~~changes to~~plan, ~~federal,~~technical ~~state~~documentation, ~~local~~recovery ~~and tribal laws and regulations more easily than the Company can~~methodologies, ~~which would adversely affect the Company’s competitive position. The Company’s ability to acquire additional properties~~ and toindustry ~~discover~~relationships ~~reserves~~relevant ~~in the future will be dependent upon the Company’s ability~~ to ~~evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because~~ the ~~Company~~advancement ~~has~~of ~~fewer financial and human resources than many companies in~~ the ~~industry, the Company may be at a disadvantage in bidding for exploratory prospects and producing oil and natural gas properties~~project.

~~The~~Total ~~Company~~consideration ~~encounters~~for ~~strong~~the ~~competition~~transaction consisted ~~from a small number~~ of ~~manufacturers~~6.9 inmillion ~~the~~shares ~~sales~~ of ~~its~~Series ~~mining~~NMC ~~machinery~~$25 ~~products~~Convertible inPreferred ~~both~~Stock ~~domestic~~ and ~~foreign markets~~6.9 ~~Its~~million ~~principal~~warrants ~~competitors~~to ~~for~~acquire ~~alluvial~~additional ~~mining~~shares. The ~~equipment~~aggregate ~~are:~~transaction ~~Oro~~value ~~Industries,~~was ~~GSI~~approximately ~~Mining~~$432 ~~Systems~~million, ~~Placer~~and ~~Mining~~the ~~Equipment~~Company ~~Worldwide,~~assumed ~~Gold~~approximately ~~Claimer~~$5 ~~Brand~~million ~~and~~in ~~many~~liabilities. The ~~Chinese~~acquisition ~~manufacturers~~of ~~such~~Peeples, ~~as BinQ~~Inc. ~~Methods~~was ofaccounted ~~competition~~for ~~are~~as ~~diverse~~a ~~and~~business ~~include~~combination ~~product~~under ~~design~~ASC ~~and performance~~805, ~~service,~~while ~~delivery,~~the ~~application~~California ~~engineering,~~Precious ~~pricing,~~Metals LLC ~~financing~~component ~~terms~~was ~~and~~treated ~~other~~as ~~commercial~~an ~~factors~~asset acquisition.

~~Customers~~Post-Acquisition Development Activities

~~The~~Following ~~Company’s~~the ~~oil~~acquisition, ~~and~~the ~~gas~~Company undertook ~~revenue~~a isseries ~~dependent~~of ~~upon~~steps ~~the~~to ~~successful~~advance ~~efforts~~the ofacquired ~~the~~assets ~~respective~~toward ~~well’s~~operational ~~operator~~readiness. ~~Currently~~These ~~production~~efforts ~~from~~included the ~~Company’s~~processing and ~~six~~renewal ~~wells~~of ~~is sold to one customer. Although~~ the ~~Company~~applicable ~~believes~~state ifmineral ~~that~~lease, ~~customer~~coordination ~~were~~of toreclamation ~~cease~~and ~~purchasing~~insurance ~~the wells’ production~~requirements, ittechnical ~~would~~site bereviews, and ~~able~~planning ~~to secure another customer or customers~~activities. ~~However~~ ~~there~~The ~~can~~Company beengaged noconsultants ~~assurances~~and ~~that~~technical ~~such~~specialists ~~customer(s)~~and ~~would~~completed ~~provide~~the ~~favorable~~preparation ~~terms~~of orupdated ~~that~~mine-development documentation. ~~the~~Certain ~~cost~~ of ~~sales~~these ~~would~~activities ~~not~~were ~~increase~~completed ~~thereby~~or ~~negatively~~finalized ~~affecting~~in ~~the~~January ~~Company~~2026 ~~and~~as ~~its~~subsequent ~~results of operations~~events.

~~The~~Core ~~Company's~~Business mining equipment customers include most of the large surface mining operators around the world. Customers include companies engaged in the surface mining of gold, other minerals and precious gem stones. Goldfield equipment has been shipped to 32 countries on 6 continents. The Company is not dependent upon any one customer.Focus

~~With~~The ~~respect to the~~ Company’s ~~plans~~primary tooperational focus ~~provide~~is ~~mining~~the ~~extraction~~advancement ~~services,~~of the ~~Company~~Skull ~~currently~~Valley ~~has~~tailings noproject ~~customers~~toward ~~for the precious metals extraction process~~production. ~~However,~~ ~~management~~Management ~~has~~intends ~~located~~to ~~companies~~bring ~~with~~the ~~significant~~tailings ~~stockpiles~~materials into ofproduction ~~minerals~~through ~~which~~the ~~are~~engagement ~~in need~~ of ~~carbon~~third-party ~~reactivation~~contractors ~~processing. Management~~to ~~believes~~handle ~~there will be a significant backlog for similar services that will last at least 5 (five) years into~~ the ~~future;~~physical ~~however~~movement ~~there~~and ~~can~~processing beof nomaterials, while ~~assurances that such customers or stock piles will be available to~~ the Company iffocuses ~~and when it is in a position to execute~~ on ~~this~~project ~~portion~~management, oftechnical ~~its~~oversight, ~~business~~and ~~plan~~monetization.

In connection with this effort, the Company has engaged a Qualified Person (“QP”) to conduct a multi-phase technical evaluation and to prepare a Regulation S-K 1300 technical report covering the tailings and related mineral assets. The Company also expects to evaluate its other mineral properties under the S-K 1300 framework to determine their economic potential and appropriate development or monetization strategies.

Other Mineral Properties

In addition to the Skull Valley tailings, the Company holds other mineral properties, including additional acreage in the Skull Valley area and other mineral leases acquired in the NMC transaction. These properties are in the evaluation stage and are expected to be reviewed under Regulation S-K 1300 to determine their technical and economic viability.

~~Government~~Management ~~Regulation~~intends into ~~General~~pursue monetization opportunities for these properties based on the results of technical evaluations and prevailing market conditions.

~~Existing~~Equipment and ~~Probable~~Precious-Metal Governmental Regulation. Company management monitors and complies with current government regulations that affect the Company’s activities, although the Company’s operations may be adversely affected by changes in government policy, regulations or taxation. There can be no assurance that the Company will be able to obtain all of the necessary licenses and permits that may be required to carry out exploration and development programs or its planned mineral extraction services. It is not expected that any of these controls or regulations will affect the Company’s operations in a manner materially different than they would affect other natural gas, oil and mining companies operating in the areas in which the Company operates.Transactions

~~United States Government Regulation.~~ The ~~United~~Company ~~States~~has ~~federal~~acquired ~~government~~certain ~~and~~intellectual property, ~~various~~inventory, ~~state~~ and ~~local~~related ~~governments~~rights ~~have~~associated ~~adopted~~with ~~laws and regulations regarding the protection of human health and the environment. These laws and regulations may require the acquisition of~~ a ~~permit by operators before drilling or~~ mining-equipment ~~commences,~~product ~~prohibit~~line. ~~drilling~~At ~~or mining activities on certain lands lying within wilderness areas~~present, ~~wetlands,~~management ordoes ~~where~~not ~~pollution~~consider equipment ~~might~~manufacturing ~~cause serious harm, and impose substantial liabilities for pollution resulting from drilling~~ or ~~mining~~sales ~~operations, and as~~ to ~~oil~~be ~~and~~a ~~natural~~primary ~~gas,~~operating ~~particularly with respect to operations in onshore and offshore waters or on submerged lands~~focus. These ~~laws~~assets ~~and~~are ~~regulations~~intended ~~may~~primarily ~~increase~~as ~~the~~a ~~costs~~strategic oftool ~~drilling~~for identifying and ~~operating~~engaging ~~wells~~with ~~and~~traditional mining ~~activities. Because these laws~~ and ~~regulations~~mineral-processing ~~change~~opportunities ~~frequently, the costs of compliance with existing~~ and ~~future~~supporting ~~environmental~~project-development ~~regulations cannot be predicted with certainty~~activities.

The ~~transportation~~Company ~~and~~has ~~certain~~also ~~sales~~established ofaccounts with ~~natural~~precious-metal ~~gas~~refineries and ~~certain chemicals used in mining operation in interstate commerce are heavily regulated by agencies of the federal government. Production of any oil and gas by properties in which the Company~~ has ancompleted ~~interest~~certain asregulatory ~~well~~registrations asrequired ~~any mining activities will be affected~~ to ~~some~~engage ~~degree~~in byprecious-metal ~~state regulations~~transactions. As ~~States~~of ~~have statutory provisions regulating~~ the ~~production~~end ~~and sale~~ of ~~oil and gas~~2025, ~~including provisions regarding deliverability. Such statutes and~~ the ~~regulations~~Company ~~are~~had ~~generally~~not ~~intended~~yet tocommenced ~~prevent~~material ~~waste~~transaction ofactivity ~~oil~~in ~~and~~this ~~gas and to protect correlative rights to produce oil and gas between owners of a common reservoir~~segment. ~~State regulatory authorities may also regulate the amount of oil and gas produced by assigning allowable rates of production to each well or proration unit.~~

~~Any~~Organizational exploration, production or mining on federal land will have to comply with the Federal Land Management Planning Act which has the effect generally of protecting the environment. Any exploration, production or mining activity on private property whether owned or leased will have to comply with the Endangered Species Act and the Clean Water Act. The cost of complying with environmental concerns under any of these acts varies on a case by case basis. In many instances the cost can be prohibitive to development. Environmental costs associated with a particular project must be factored into the overall cost evaluation of whether to proceed with the project.Structure

~~Environmental~~The ~~Regulation. Oil~~Company ~~and~~conducts ~~natural~~its ~~gas exploration, development and production~~ operations ~~are~~through wholly ~~subject~~owned tosubsidiaries, ~~stringent~~each ~~laws and regulations governing the discharge~~ of ~~materials into the environment or otherwise relating to environmental protection. Numerous governmental agencies, such as the U.S. Environmental Protection Agency (“EPA”) issue regulations~~ which ~~often~~is ~~require~~intended ~~difficult and costly compliance measures that carry substantial administrative, civil and criminal penalties and may result in injunctive obligations for failure~~ to ~~comply.~~hold ~~These~~specific ~~laws~~mineral ~~and~~assets regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with drilling and production activities, limit or ~~prohibit~~project ~~construction~~interests. orThis ~~drilling~~structure ~~activities~~is ~~on certain lands lying within wilderness, wetlands, ecologically sensitive and other protected areas, require action~~ designed to ~~prevent~~isolate orproject-level ~~remediate pollution from current or former operations~~risks, ~~such~~facilitate asfinancing ~~plugging abandoned wells or closing pits~~arrangements, and ~~impose~~allow ~~substantial liabilities~~ for ~~pollution.~~separate ~~The~~development strict liability nature of such laws and regulations could impose liability upon the Company regardless of fault. Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent and costly pollution control or ~~waste~~monetization ~~handling,~~strategies for ~~storage,~~individual ~~transport, disposal or cleanup requirements could materially adversely affect the Company’s operations and financial position, as well as the oil and natural gas industry in general~~properties.

~~Environmental~~Regulatory problems have not interfered in any material respect with the Company's alluvial equipment manufacturing operations. The Company believes that its compliance with statutory requirements respecting environmental quality will not materially affect its capital expenditures, earnings or competitive position. Current federal and state legislation regulating surface mining and reclamation may affect some of the Company's customers, principally with respect to the cost of complying with, and delays resulting from, reclamation and environmental requirements. The Company's products are used for reclamation as well as for mining, which has a positive effect on the demand for such products and replacement parts therefor.Environment

The Company ~~did~~operates ~~not incur any costs~~ in ~~connection~~industries ~~with~~subject to ~~the compliance with any~~ federal, state, orand local ~~environmental~~mining ~~laws. However~~regulations, ~~costs~~environmental ~~could~~and ~~occur~~reclamation at any time through industrial accident or in connection with a terrorist act or a new project. Costs could extend into the millions of dollars for which the Company could be liable. In the event of liabilityrequirements, ~~Company~~precious-metal ~~management~~dealer ~~believes~~and ~~that~~refinery compliance the Company would be entitled to contribution from other owners so that the Company’s percentage share of a particular project would be the percentage share of the Company’s liability on that project. Howeverrules, other owners may not be willing or able to share in the cost of the liability. Even if liability is limited to the Company’s percentage share, any significant liability has the possibility of severely diminishing the Company’s assets and ~~resources. Company~~securities ~~management~~laws isgoverning ~~prepared~~public ~~to engage professionals, if necessary, to ensure regulatory compliance but in the near term expect the Company’s activities to require minimal regulatory oversight~~companies. IfThe ~~the~~ Company ~~expands the scope of the Company~~’s ~~activities~~projects inare ~~the~~also ~~future~~subject ~~it is reasonable~~ to ~~expect~~technical ~~expenditures~~reporting requirements onunder ~~compliance~~Regulation toS-K ~~rise~~1300.

Competition

The Company competes with mining companies, mineral-processing operators, and resource-development firms. Competitive factors include access to mineral resources, capital availability, technical expertise, regulatory compliance, and the ability to advance projects to production. Because the Company is in a development stage, its competitive position depends largely on the successful advancement of its mineral assets and access to financing.

Personnel

The Company currently has no direct employees. Its operations are directed by its executive management and supported by consultants engaged through their respective consulting companies. Two principal consultants spend a significant portion of their time on Company business, including the Company’s President and Chief Executive Officer, and support the Company in technical, operational, and strategic matters. The Company expects its personnel structure to evolve as operating activities increase.

Principal Executive Offices

The Company’s principal executive offices are located at:

MineralRite Corporation

325 N. St. Paul Street, Suite 3100
Dallas, Texas 75201
(469) 881-8900

~~Comprehensive Environmental Response, Compensation and Liability Act~~Item 1A. ~~The~~ ~~Comprehensive~~Risk Environmental Response, Compensation and Liability Act (“CERCLA”), generally imposes joint and several liabilities, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include the current owner or operator of a contaminated facility, a former owner or operator of the facility at the time of contamination and those persons that disposed or arranged for the disposal of the hazardous substance. Under CERCLA and comparable state statutes, such persons may be subject to strict joint and several liabilities for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. Governmental agencies or third parties may seek to hold the Company responsible under CERCLA and comparable state statutes for all or part of the costs to clean up sites at which such “hazardous substances” have been released.Factors

The Company's ~~Research~~is ~~and~~subject ~~Development..~~to ~~The~~numerous ~~Company~~risks and isuncertainties ~~not~~that ~~currently~~could ~~conducting~~materially ~~any~~and ~~research~~adversely ~~and~~affect ~~development~~its ~~activities~~business, ~~other~~financial ~~than~~condition, ~~property~~results ~~explorations~~of operations, and ~~assessments~~the market price of its securities. ~~Company~~The ~~management~~following discussion summarizes certain principal risk factors, but does not ~~anticipate~~purport ~~conducting~~to ~~such~~be a ~~activities~~complete inor ~~the~~exhaustive ~~near~~description ~~future.~~of Ifall risks facing the Company. ~~generates~~Investors ~~significant~~should ~~revenues,~~carefully itreview ~~may~~the ~~expand~~more detailed discussion of risk factors contained in the Company’s ~~product~~registration ~~line~~statement byon ~~entering~~Form ~~into~~10, ~~additional~~as ~~relationship~~amended, and in the Company’s other public filings with ~~third~~the ~~parties~~Securities and Exchange Commission.

The Company's ~~Intellectual~~is ~~Property.~~in ~~The~~a ~~Company~~development ~~does~~stage and has not ~~presently~~yet ~~own~~generated ~~any~~significant ~~patents,~~operating ~~trademarks,~~revenue. ~~licenses,~~Its ~~concessions~~business ormodel ~~royalties.~~depends ~~The~~on ~~Company owns~~ the ~~Internet~~successful ~~domain name www.mineralrite.com. Under current domain name registration practices~~evaluation, ~~no one else can obtain an identical domain name~~development, ~~but~~and monetization ~~someone~~of ~~might~~mineral ~~obtain a similar name~~assets, orincluding ~~the~~previously ~~identical~~processed ~~name~~tailings ~~with~~and aother ~~different~~resource ~~suffix, such as “~~opportunities.~~org”,~~ orThere ~~with~~can abe ~~country~~no ~~designation.~~assurance that ~~The~~these ~~regulation~~assets ofwill ~~domain~~prove ~~names~~economically inrecoverable ~~the~~or ~~United~~that ~~States and in foreign countries is subject to change, and~~ the Company ~~could~~will be ~~unable~~able to ~~prevent~~advance ~~third~~them ~~parties~~to ~~from~~production ~~acquiring~~on ~~domain names that infringe or otherwise decrease the value of the Company’s domain names~~acceptable terms.

~~Employees~~The ~~and Consultants. As of December 31, 2012, the~~ Company ~~has~~requires noadditional ~~full-time~~capital to ~~employees~~implement ~~and~~its nobusiness ~~part-time employees~~plan. ~~Company~~Its ~~management~~ability ~~believes~~to ~~that~~obtain ~~they~~financing ~~may~~on ~~need~~acceptable toterms ~~hire~~may ~~three~~be ~~additional~~affected ~~employees~~by inmarket conditions, the ~~next~~Company’s financial ~~twelve months. From time-to-time~~position, ~~Company~~the ~~management~~perceived ~~anticipates~~value ~~that~~of ~~they~~its ~~may~~mineral ~~use~~assets, ~~the~~and ~~services~~other offactors ~~independent~~beyond ~~contractors~~its ~~and~~control. ~~consultants~~Future tofinancings ~~support~~may ~~the~~result in ~~Company’s~~substantial ~~expansion~~dilution ~~and~~to ~~business~~existing ~~development~~stockholders.

ToThe ~~ensure continuity with its acquisition of Goldfield, the~~ Company’s ~~has~~operations ~~entered~~depend ~~into~~heavily on a 30small ~~month~~number ~~consulting agreement with its former owner, Lloyd McEwan (the “Consulting Agreement”). Under the terms~~ of ~~that~~key ~~Consulting~~executives ~~Agreement,~~and Mrconsultants. ~~McEwan~~The ~~will~~loss ~~receive a consulting fee~~ of ~~$5,000~~one ~~per month beginning May 1, 2013. In addition Mr. McEwan is entitled to receive 5% of any net profits the Company realizes from the sale of products~~ or ~~materials~~more of ~~its~~these ~~facility located at 55 South Geneva Road in Lindon Utah. Net profits are defined by the parties as “[profit] after deducting all costs associated with the transaction~~individuals, ~~including~~or ~~employee costs directly associated with~~ the ~~project.~~inability ~~MineralRite management salaries and administrative costs shall not exceed 15% of the gross profits.” This percentage of profits payment continues indefinitely; however it only applies~~ to ~~products~~retain ~~and materials sold from that location. Thus if the Company sells products~~ or engage ~~materials~~qualified ~~from~~technical ~~another~~and ~~location~~operational personnel, ~~this~~could ~~payment~~adversely ~~would~~affect ~~not be due or owing. Likewise if~~ the Company’s ~~provided~~ability ~~services~~to ~~from~~execute ~~the~~its ~~Geneva Road location, the payment would not be due and owing~~business strategy.

~~Entry~~The ~~into~~Company’s ~~New~~mineral ~~Line~~assets ofare subject ~~Business;~~to ~~Alluvial~~technical, ~~Mining~~operational, ~~Equipment~~environmental, and regulatory risks. Mineral projects are inherently uncertain and involve risks related to resource estimates, metallurgical performance, permitting, environmental compliance, reclamation obligations, and commodity price fluctuations. There can be no assurance that technical studies conducted under Regulation S-K 1300 will support economically viable production.

AsThe ~~part~~Company ofoperates ~~its~~in ~~larger~~industries ~~strategy~~ subject to ~~become~~extensive ~~mineral extraction service provider~~federal, ~~on March 1~~state, ~~2013, MineralRite Corporation acquired 100% of the issued~~ and ~~outstanding~~local ~~stock of Goldfield International, Inc~~regulation., aChanges ~~Utah corporation (“Goldfield”)~~ in ~~exchange~~environmental ~~for 2~~laws,~~000,000~~ ~~shares~~mining ~~of the Company’s restricted common stock and $100~~regulations,~~000~~ ~~payable~~precious-metal asdealer ~~follows: $33~~requirements,~~000~~ or ~~April~~other 1,regulatory ~~2013,~~frameworks ~~$33,000~~could ~~May~~increase 1,compliance ~~2013~~costs, ~~and~~delay $34,000 June 1, 2013 (the “Goldfield Acquisition”). Goldfield is one of the largest manufacturers of professional alluvial gold, diamond and other gem stone recovery equipment in the United States and has been in business since 1976. Glodfield also designs and manufactures equipment for environmental clean-up projects, ~~including~~or ~~barges,~~restrict ~~clarifiers, lead recovery systems, dryers, conveyors and hoppers and other mechanical equipment~~operations. ~~Goldfield equipment has been shipped to 32 countries on 6 continents.~~

~~ITEM~~The 1ACompany’s common stock may be subject to significant price volatility and limited liquidity. ~~RISK~~ ~~FACTORS~~The market price of the Company’s securities may fluctuate due to a variety of factors, including general market conditions, financing activities, dilution from future issuances of equity or convertible securities, and developments related to the Company’s mineral assets.

Investing in the Company’s common stock involves a high degree of risk. Any potential investor should carefully consider the risks and uncertainties described below before purchasing any shares of the Company’s common stock. The risks described below are those that Company management currently believes may materially affect the Company.

Risks Related to the Company’s Business

The Company derives revenues from companies in the oil and natural gas exploration and production industry as well as the mining industry, both of which are historically cyclical industries with levels of activity that are significantly affected by the levels and volatility of oil, natural gas, precious metals and gem stone prices.

~~Worldwide~~The ~~political,~~Company ~~economic~~may ~~and~~pursue ~~military~~acquisitions, ~~events~~joint ventures, ~~have~~or ~~contributed~~other tostrategic ~~oil and natural gas price volatility and are likely to continue to do so in the future~~transactions. ~~Depending~~Such ontransactions ~~the~~involve ~~market~~risks, ~~prices~~including ofintegration ~~oil and natural gas~~challenges, ~~exploration~~unexpected liabilities, and ~~production companies may cancel or curtail their drilling programs, thereby reducing demand for~~ the ~~Company’s~~possibility ~~services.~~that ~~Many~~anticipated ~~factors~~benefits ~~beyond~~may ~~the Company’s control affect oil and natural gas prices, including but~~ not ~~limited~~be ~~to:~~ realized.

~~● the~~General ~~cost~~economic ofconditions, ~~exploring~~including inflation, ~~for~~interest-rate increases, ~~producing~~commodity-price volatility, and ~~delivering~~disruptions ~~oil~~in ~~and~~financial ~~natural~~markets, ~~gas;~~could adversely affect the Company’s ability to raise capital, advance projects, or achieve profitability.

● The foregoing summary highlights certain principal risks affecting the ~~discovery~~Company, ~~rate~~but it does not attempt to describe every risk or uncertainty that could affect the Company’s business, financial condition, results of ~~new~~operations, ~~oil~~cash flows, prospects, or the market price of its securities. Because the Company operates in a development stage and ~~natural~~in ~~gas~~industries ~~reserves;~~involving mineral assets, technical uncertainty, commodity markets, regulatory oversight, and complex financing structures, its activities are subject to numerous additional risks and uncertainties. The following sections provide a more detailed discussion of the significant risks and uncertainties currently known to management that could materially adversely affect the Company.

● An investment in the ~~rate~~Company’s securities involves a high degree of ~~decline~~risk. You should carefully consider the following risk factors, together with all of ~~existing~~the ~~and~~other ~~new~~information contained ~~oil~~in this Annual Report on Form 10-K, before making an investment decision. If any of the following risks occur, the Company’s business, financial condition, results of operations, cash flows, or prospects could be materially adversely affected. In that event, the market price of the Company’s securities could decline, and ~~natural~~investors ~~gas~~could ~~reserves;~~lose all or part of their investment.

~~● available~~The ~~pipeline~~risks ~~and~~described ~~other~~below ~~oil~~are not the only risks facing the Company. Additional risks and ~~natural~~uncertainties ~~gas~~not ~~transportation~~presently ~~capacity;~~known to the Company, or that the Company currently deems immaterial, may also impair the Company’s business, financial condition, results of operations, cash flows, or prospects.

~~● the~~Risks ~~ability~~Related ofto ~~oil~~Our ~~and~~Financial ~~natural~~Condition, Development ~~gas~~Stage ~~companies~~and toBusiness ~~raise capital;~~Strategy

~~● actions~~We byare ~~the~~a ~~Organization~~development-stage ofcompany with ~~Petroleum~~limited ~~Exporting~~operating ~~Countries;~~revenues and no assurance of future profitability.

~~● political~~We ~~instability~~are ina ~~the~~development-stage ~~Middle~~company ~~East~~ and may ~~other~~continue ~~major~~to ~~oil~~incur losses unless and ~~natural~~until ~~gas~~we are able to successfully develop our business lines into sustained revenue-producing operations. ~~regions;~~Our current strategy contemplates mineral asset development, processing, equipment-related activities, precious metals trading, and other related initiatives, many of which have not yet matured into recurring revenues. There can be no assurance that our business model will be successfully implemented, that revenues will develop when expected, or that we will achieve profitability.

~~● economic~~Our ~~conditions~~ability into ~~the~~continue ~~United~~as ~~States~~a going concern depends on our ability to obtain additional financing and ~~elsewhere;~~generate future revenues.

~~● governmental~~We ~~regulations~~are in the early stages of implementing our current business strategy and have historically generated limited revenues from our present lines of business. Our ability to continue operations depends on our ability to raise additional capital, ~~both~~develop ~~domestic~~our mineral assets, commence or expand revenue-generating activities, and ~~foreign;~~manage our obligations as they come due. We expect that substantial additional funding will be required for project development, permitting, technical work, mineral processing activities, metals trading activities, working capital, and general corporate purposes. If we are unable to obtain financing on acceptable terms, or at all, we may be required to delay, scale back, or abandon portions of our business plan, which could materially adversely affect our business and our ability to continue as a going concern.

● domestic and foreign tax policy;

● weather conditions in the United States and elsewhere;

● the pace adopted by foreign governments for the exploration, development and production of their national reserves;

● the price of foreign imports of oil and natural gas; and

● the overall supply and demand for oil and natural gas.

Any prolonged reduction in the overall level of exploration and development activities, whether resulting from changes in oil and natural gas prices or otherwise, could adversely impact the Company in many ways by negatively affecting its sales and results of operations.

Likewise volatility in precious metals and gem stone prices are likely to continue. Depending on the market prices of gold, silver, platinum, palladium and gem stones, mining companies may cancel or curtail their mining projects, thereby reducing demand for the Company’s alluvial mining equipment and services. Many factors beyond the Company’s control affect precious metal and gem prices and the resultant demand for our equipment and services, including but not limited to:

● exploration and production costs;

● the discovery rate of new precious metal and gem stone deposits;

● the rate of depletion of existing and new precious metal and gem stone deposits;

● the ability of mining companies to raise capital;

● political instability in precious metal and gem stone producing regions;

● economic conditions in the United States and elsewhere;

● governmental regulations, both domestic and foreign;

● domestic and foreign tax policy;

● weather conditions in the United States and elsewhere; and

● the overall supply and demand for commodities.

Any prolonged reduction in the overall level of mining activities, whether resulting from changes in precious metal or gem prices, could adversely impact the Company in many ways by negatively affecting its sales and results of operations.

The Company has a limited operating history upon which an evaluation of the Company’s prospects can be made.

The Company adopted its current business plan in 2012. The Company’s lack of operating history in its current and changing line of business makes an evaluation of the Company’s business and prospects very difficult. The Company's prospects must be considered speculative, considering the risks, expenses, and difficulties frequently encountered in the establishment of a new business. Company management cannot be certain that the Company’s business will be successful or that the Company will generate significant revenues and become profitable.

The Company is essentially beginning a new venture, with a limited operating history.

The Company’s planned venture into precious metal extraction is a start-up enterprise with very limited operating and no meaningful financial history on which prospective investors might attempt to predict future performance. To date, the Company’s activities have consisted solely of acquiring an alluvial mining equipment manufacturer and applying certain proprietary features to a process long known and utilized in the industry, selecting manufacturing facility sites for the commercial production of such processes, commencing certain initial test marketing efforts and seeking financing for its proposed activities. Except for limited test marketing and sales of its manufactured mining equipment, the Company has not sold this service to any customers. The likelihood of success of the proposed new business of the Company must be viewed in light of the foregoing factors, as well as the delays, expenses, problems and difficulties frequently encountered by new enterprises in the development or start-up stage, many of which factors are beyond the Company’s control. The Company is subject to all of the risks inherent in the creation and development of a new business and the marketing of new and innovative products.

~~The~~Our ~~Company~~strategy ~~has~~depends ~~only~~on ~~limited~~successfully identifying, ~~marketing~~acquiring, ~~experience~~developing ~~with~~and ~~the~~monetizing ~~precious~~mineral ~~metal extraction service~~assets.

ToA ~~date,~~significant ~~the~~component ~~Company’s marketing efforts have consisted principally~~ of ~~discussions~~our ~~with~~strategy is ~~mining~~based ~~companies~~on ~~to determine their possible interest in~~ the ~~planned~~acquisition, ~~precious~~enhancement, ~~metal~~development ~~extraction~~and ~~service. In~~monetization ~~order~~of tomineral ~~market~~assets, ~~the~~including ~~precious~~mineral ~~metal~~leases, ~~extraction~~mining ~~service~~claims and onpreviously aprocessed ~~commercial~~tailings. ~~basis,~~This ~~the~~strategy ~~Company~~is ~~must~~inherently ~~develop~~speculative ~~a sales~~ and ~~marketing~~depends ~~effort. As~~on ~~the~~our ~~Company~~ability ~~proceeds~~to ~~with~~identify ~~this~~attractive ~~portion~~opportunities, negotiate offavorable ~~its business plan~~terms, itmaintain ~~intends~~or toimprove ~~hire~~title orand ~~contract~~lease ~~with qualified~~status, ~~experienced~~obtain ~~salespeople~~financing, asperform ~~needed. There~~technical ~~can~~and beeconomic noassessments, secure ~~assurance~~permits, ~~that~~and ~~any~~either ofdevelop ~~these~~the ~~marketing~~assets ~~efforts~~ourselves ~~will be successful~~ or ~~that~~monetize ~~the~~them ~~proceeds~~through ~~from~~sales, ~~this~~processing, ~~Offering~~royalties, ~~will~~joint beventures, forward ~~sufficient~~arrangements toor ~~conduct~~other ~~the~~structures. ~~planned~~If ~~marketing~~any ~~program~~of ~~and~~these toelements ~~purchase~~fail, ~~the~~our ~~necessary~~strategy ~~quantities~~may ofnot ~~inventory~~succeed.

~~The~~Our ~~Company~~multi-line ~~will~~business bestrategy ~~relying~~increases execution onrisk ~~one~~and ~~process~~may ~~for~~strain ~~its~~our ~~proposed~~management, ~~extraction~~financial ~~service~~and operational resources.

ToOur ~~date,~~current ~~the~~and ~~Company~~planned ~~has~~activities ~~generated~~span multiple nolines ~~revenues~~of ~~from~~business, ~~its~~including ~~sale~~mineral ofasset ~~the~~acquisition and development, tailings recovery, mineral processing, precious-metals trading, ~~metal~~equipment-related ~~extraction~~activities ~~service~~and other adjacent opportunities. ~~Accordingly~~ Pursuing several lines of business at once increases management complexity, ~~any~~may ~~factor~~dilute ~~that~~focus, ~~adversely~~and ~~affects~~requires ~~the~~expertise ~~promotion~~across ortechnical, ~~sale~~legal, ofregulatory, ~~precious~~financial, ~~metal~~operational ~~extraction~~and ~~service~~commercial disciplines. ~~will~~Our ~~have~~failure ato ~~material~~manage ~~adverse~~this ~~effect~~complexity oncould ~~that~~materially ~~aspect~~adversely ofaffect ~~the~~our ~~Company’s~~ability ~~business~~to execute our strategy.

~~Company~~We ~~management~~depend ~~anticipates~~heavily ~~that~~on ~~the~~a ~~Company~~small ~~will~~number of ~~need~~key ~~to raise additional capital to continue the Company’s operations~~personnel. ~~The Company’s failure to raise additional capital will significantly affect the Company’s ability to fund proposed activities.~~

ToOur ~~pursue~~business ~~its~~presently ~~strategy~~depends ofto ~~becoming~~a significant extent on a ~~value-added~~limited ~~provider~~number of ~~environmentally~~executive ~~friendly~~and ~~mining~~managerial ~~products services~~personnel, ~~the~~and ~~Company~~particularly ~~will~~on ~~be required to raise additional funds. Company management does not know if~~ the ~~Company~~continued ~~will~~services, bejudgment ~~able to acquire additional financing~~ and ~~anticipates~~relationships of ~~the~~our ~~need~~senior ~~to spend significant funds in acquiring the equipment and facilities needed to complete its business plan~~management. The ~~Company’s~~loss ~~failure~~of toone ~~obtain~~or ~~additional~~more ~~funds~~of ~~would~~these ~~significantly~~individuals, ~~limit~~ or ~~eliminate~~our ~~the~~inability ~~Company’s ability~~ to ~~fund~~attract ~~those~~and ~~activities.~~retain ~~Specifically, the Company needs~~ additional ~~capital~~qualified personnel, toconsultants, ~~meet~~contractors ~~its~~or ~~obligations~~advisors, ~~under~~could ~~the~~materially ~~Goldfield~~adversely ~~acquisition.~~affect Asour ofability ~~the~~to ~~date~~execute ofour ~~this~~business ~~filing~~plan, oncomplete financing ~~Form 10-K~~activities, ~~the~~maintain ~~Company~~regulatory ~~has not made the first payment under its agreement with Goldfield’s sole shareholder and is therefore not in~~ compliance ~~with the terms of the acquisition. Although the Company believes that Goldfield shareholder will be flexible in the timing of receipt of the installments due under its acquisition of Goldfield~~, noadvance ~~assurances~~technical ~~can be made that this will continue. If the shareholder were to insist on immediate payment~~work, ~~the~~or ~~Company~~develop iscommercial ~~not currently in a position to make such payment and Goldfield’s shareholder could seek rescission of the acquisition and share exchange~~relationships. ~~This would have a material adverse affect on the Company and its planned operations.~~

~~The~~We ~~Company~~may ~~has~~face ~~incurred~~challenges arecruiting ~~net~~and retaining ~~loss~~qualified ~~since~~technical, ~~inception~~operational and ~~expects~~professional ~~to incur net losses for the foreseeable future~~personnel.

~~Company~~As ~~management~~our ~~expects~~operations toexpand, ~~incur~~we ~~significant~~may ~~operating~~need to recruit and ~~capital~~retain ~~expenditures~~additional ~~and~~qualified personnel, asincluding aengineers, ~~result~~geologists, ~~expects~~metallurgists, ~~significant~~mining ~~net~~specialists, ~~losses~~financial professionals, incompliance ~~the~~personnel ~~future.~~and ~~The~~operational ~~Company~~staff. ~~will~~Competition ~~need~~for toskilled ~~generate~~professionals ~~significant~~in ~~revenues~~the tomining, ~~achieve~~engineering, commodities and ~~maintain~~financial ~~profitability~~sectors can be intense, and suitable personnel may not be ~~able~~available when needed or may command higher compensation levels than anticipated. If we are unable to ~~generate~~attract, ~~sufficient~~retain ~~revenues~~and effectively manage qualified personnel or contractors, our ability to ~~achieve~~advance ~~profitable~~technical ~~operations~~work, execute our business strategy, maintain regulatory compliance or operate efficiently could be materially adversely affected.

The Company’s success in its historical business is highly dependent on the ability of management to locate and acquire oil and gas properties for exploration and development.

The nature of the Company’s historical operations is highly speculative and there is a consequent risk of loss of your investment. The success of the Company’s plan of operation with respect to its oil and gas business will depend to a great extent on the oil and gas properties that it acquires. Company management cannot assure investors that the Company will be successful in acquiring properties for exploration and development.

The Company’s success in its newly acquired alluvial mining equipment business is highly dependent on the ability of management to locate and acquire suitable customers for its products and services.

The nature of the Company’s newly acquired alluvial mining equipment business is highly speculative and there is a consequent risk of loss of your investment. The success of the Company’s plan of operation with respect to this business will depend to a great extent on customers it is able to secure to purchase its products and services as well as the mining industry as a whole. Company management cannot assure investors that the Company will be successful in continuing this business or that such continuation will be profitable.

We may not be able to keep pace with competition in our industry.

The precious metal extraction industry in the U.S. and international markets is very competitive and fragmented. Our business, of which Goldfield is a part, is subject to risks associated with competition from new or existing industry participants who may have more resources and better access to capital. Many of our competitors and potential competitors may have substantially greater financial and government support, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition and more established relationships in the industry than we do. Among other things, these industry participants compete with us based upon price, quality, style, functionality and availability. We cannot be sure we will have the resources or expertise to compete successfully in the future. Some of our competitors may also be able to provide customers with additional benefits at lower overall costs to increase market share. We cannot be sure we will be able to match cost reductions by our competitors or that we will be able to succeed in the face of current or future competition. Also, due to the large number of

~~competitors~~Our ~~and~~business ~~their~~plan ~~wide~~depends range of product offerings, we may not be able to continue to differentiate our products through value, styling or functionality from those of our competitors. In addition, some of our customers are also performing more manufacturing services themselves. We may face competition from our customers as they seek to become more vertically integrated. As a result, we are continually subject to the risk of losing market share, which may lower our sales and earnings. We will face different market dynamics and competition as we develop new products to expand our presence in ~~our target~~part ~~markets.~~on relationships Inwith ~~some~~third ~~markets~~parties, ~~our~~strategic future competitors may have greater brand recognition and broader distribution than we currently enjoy. We may not be as successful as our competitors in generating revenues in those markets due to the lack of recognition of our brandspartners, ~~lack~~contractors ~~of customer acceptance, lack of product quality history~~ and ~~other~~counterparties ~~factors. As~~over awhom ~~result, any new expansion efforts could be more costly and less profitable than our efforts in our existing markets. If~~ we ~~are~~do not ashave ~~successful~~full ~~as our competitors are in our target markets, our sales could decline, our margins could be impacted negatively and we could lose market share, any of which could materially harm our business~~control.

~~Failure~~We may rely on third parties for technical review, fieldwork, engineering, mining and processing support, equipment design or manufacture, logistics, commercial introductions, refinery access, off-take arrangements, and financing support. These third parties may not perform as expected, may fail to ~~anticipate~~meet deadlines, may terminate their relationships with us, may become insolvent, or ~~timely~~may ~~respond~~be subject to ~~changes~~competing inpriorities. ~~market~~Any ~~acceptance~~failure, delay ofor ~~our~~dispute ~~process~~involving ~~and~~key ~~products~~third parties could materially adversely ~~impact~~affect our ~~business~~ operations or planned growth.

~~There~~Risks ~~can~~Related ~~be no assurance that the alluvial mining equipment or the precious metal extraction service we intend~~ to ~~provide~~Our asMineral ~~part~~Assets of our business plan can be conducted at a cost, or sold in quantities necessary to achieve profitability. It is possible that following the initial introduction of the precious metal extraction process, it may not perform properly or that customers may object to certain features of the process’ output and ~~modifications~~Mining to its design may be required to achieve greater customer acceptance. These changes would require additional expense and could cause production delays, which would adversely affect the Company’s business.Operations

~~Fluctuations~~Our inmineral ~~the~~assets ~~price,~~are ~~availability~~exploratory in ~~or quality of raw materials for our products could cause manufacturing delays~~nature, ~~adversely~~are ~~affect~~not ~~our~~in ~~ability to provide goods to our customers or increase costs~~production, ~~any~~and ofmay ~~which~~never ~~could~~become ~~decrease our~~economically ~~sales or earnings~~viable.

~~Under~~Our ~~our~~disclosed ~~planed~~mineral ~~precious~~properties ~~metal~~are ~~extraction~~in the ~~service~~exploration ~~we intend to pursue as part of our business strategy~~stage, ~~our major raw material purchases will include ore bodies~~ and ~~reclaimed~~we ~~mine~~have ~~tailings.~~stated Ifthat ~~implemented,~~ we ~~will~~have ~~depend~~no oncurrent ~~outside~~mining ~~suppliers~~operations ~~for~~or ~~these~~revenues ~~raw materials and must obtain sufficient quantities of quality raw materials~~ from ~~these~~those ~~suppliers at acceptable prices and in a timely manner~~properties. We may ~~not~~never establish ~~maintain~~that ~~fixed~~any ~~supply contracts with our suppliers. Unfavorable fluctuations in the price, quality or availability~~ of ~~required~~ ~~raw materials could negatively affect~~ our ~~ability~~properties tocontain ~~meet~~mineralization ~~the~~that ~~demands~~can ofbe ~~our~~economically ~~customers~~recovered. ~~Our~~Even ~~inability~~if tomineralization ~~meet customers’~~is demands could result in the loss of future sales. The profitability of our products and service offerings will depend in part upon the margin between the cost to us of certain raw materials and our fabrication costs associated with converting such raw materials into assembled productspresent, there ascan ~~compared~~be tono ~~the selling~~assurance ~~price~~that ~~of our products. We intend to continue to base the selling prices of our products and services in part upon their associated raw material costs. However,~~ we ~~may~~will ~~not~~ be able to ~~pass~~develop ~~all increases in raw material cost or increases in~~ the ~~costs~~properties ~~associated~~into ~~with~~economically ~~taking~~viable ~~possession of raw materials through to our customers in the future~~projects. ~~The~~Exploration-stage ~~inability~~properties are ~~to offset~~inherently ~~price~~speculative ~~increases~~and ofinvolve ~~raw materials by sufficient product price increases would have~~ a ~~material~~high ~~adverse~~degree ~~effect on our consolidated financial condition, results~~ of ~~operations and cash flows~~uncertainty. We do not plan to engage in hedging transactions to protect against raw material fluctuations, but anticipate mitigating the short-term risks of price swings by purchasing raw materials in advance based on forecasted production needs or reaching agreements with some of our suppliers to keep the cost of raw materials stable.

~~Fluctuations~~We inare ~~commodity~~not ~~prices,~~currently ~~particularly~~disclosing ~~gold~~mineral resources or mineral reserves for our properties, ~~could~~and ~~impact~~future ~~profitability~~technical work may not support management’s expectations.

~~The~~We ~~principal~~have ~~raw~~disclosed ~~materials~~that weadditional ~~anticipate~~qualified data ~~producing~~is byneeded ~~the~~in ~~precious~~order ~~metal~~to ~~extraction~~support ~~service~~mineral ~~and~~resources ~~the~~or ~~alluvial~~reserves ~~mining~~under ~~equipment~~Regulation weS-K ~~produce~~1300, ~~is used primarily for gold~~ and ~~iron~~that ~~ore. The~~technical ~~prices~~review ~~for such materials are influenced~~ by ~~numerous~~qualified persons ~~factors~~remains ~~beyond~~to ~~the~~be ~~Company’s~~completed. ~~control,~~Historical ~~including general economic conditions~~information, ~~market~~management ~~forces and macroeconomic conditions~~belief, ~~governmental~~site ~~intervention,~~familiarity ~~competition,~~or ~~labor~~legacy ~~costs,~~documentation ~~import~~may ~~duties~~not ~~and~~ultimately support ~~other~~a ~~trade~~modern ~~restrictions~~technical ~~and~~conclusion ~~currency~~favorable ~~exchange~~to ~~rates~~us. ~~Changing~~ ~~prices~~Future ~~for~~technical ~~gold~~studies, ~~iron~~fieldwork, ~~ore~~sampling, ~~and~~metallurgical ~~other~~testing ~~materials~~or qualified ~~may~~person ~~cause~~review ~~the~~could ~~Company’s~~conclude ~~results~~that ofone ~~operations~~or tomore ~~fluctuate~~properties ~~significantly. Furthermore,~~contain aless ~~large~~recoverable ~~rapid~~value ~~decrease~~than inwe ~~the~~presently ~~price~~expect, ofrequire more ~~gold~~capital inthan ~~particular~~anticipated, ~~would~~or ~~have~~should anot ~~material adverse effect on the Company unless the increased cost could~~ be ~~passed~~advanced ~~along~~at ~~to customers~~all.

IfMining, wetailings ~~are~~recovery ~~unable~~and tomineral processing ~~manage~~operations ~~our~~involve ~~growth~~substantial technical, weoperating ~~may~~and ~~not~~geological ~~continue to be profitable~~risks.

~~Our~~Mining ~~continued~~and ~~success~~mineral ~~depends,~~recovery inactivities are ~~part,~~subject ~~upon our ability~~ to ~~manage~~numerous ~~and~~inherent ~~expand~~risks, ~~our~~including ~~operations~~uncertain ~~and~~geology, ~~facilities~~variability in ~~the~~grade ~~face of~~and ~~continued~~recovery, ~~growth.~~metallurgical Wecomplexity, failures ~~cannot~~of ~~assure~~assumptions, ~~you~~adverse ~~that~~weather, weequipment ~~will~~breakdowns, beprocess ~~able~~inefficiencies, tocontractor ~~fulfill~~failures, ~~our~~transportation ~~staffing~~interruptions, labor ~~requirements~~constraints, ~~for our business~~accidents, ~~successfully~~ ~~train~~ and ~~assimilate~~environmental ~~new~~incidents. ~~employees,~~Previously orprocessed ~~expand~~tailings ~~our~~also ~~management~~present ~~base~~unique ~~and~~challenges, ~~enhance~~including uncertain ~~our~~recoverable ~~operating~~content, ~~and financial~~variable ~~systems.~~material ~~Failure~~characteristics, tostorage ~~achieve~~and ~~any~~handling ofcomplexity, ~~these~~and ~~goals~~the ~~will~~need ~~prevent~~for usspecialized processing ~~from~~methods. ~~managing~~Any ~~our~~of ~~growth~~these inrisks ~~an effective manner and~~ could ~~have~~materially areduce ~~material~~recoveries, ~~adverse~~increase ~~effect on our business~~costs, ~~financial~~delay ~~condition~~operations or ~~results~~render ofa ~~operations~~project uneconomic.

We may experience material disruptions to our manufacturing operations.

We will rely upon our manufacturing facilities we acquire or lease to operate our business. While we seek to operate our facilities in compliance with applicable rules and regulations and take measures to minimize the risks of disruption at our facilities, a material disruption at our manufacturing facilities could prevent us from meeting customer demand, reduce our sales and negatively impact our financial results. Our manufacturing facilities, or any of our machines within our otherwise operational facilities, could cease operations unexpectedly due to a number of events, including: prolonged power failures; equipment failures; disruptions in the transportation infrastructure including roads, bridges, railroad tracks; and fires, floods, earthquakes, acts of war, or other catastrophes. Any such material disruption may prevent us from shipping our products on a timely basis, reduce our sales and negatively impact our financial results.

WeRecovery ~~face~~of ~~risks~~precious ~~associated~~metals ~~with~~from ~~managing~~previously processed ~~operations~~mine intailings ~~the~~may ~~United~~be ~~States~~more difficult, more expensive, and less successful than anticipated.

~~All~~A significant portion of our ~~manufacturing~~mineral ~~operations~~asset thesis ~~currently~~is ~~will~~tied to previously processed mine tailings. Tailings reprocessing can be ~~conducted~~especially indifficult ~~the~~because ~~United~~recoverable ~~States.~~content may ~~There~~be ~~are~~heterogeneous, historical processing may already have removed a ~~number~~significant portion of ~~risks~~the ~~inherent~~metal invalues, ~~doing business~~and ~~here~~actual recovery may depend on specialized flowsheets, ~~including~~proprietary know-how, additional testing, pilot work, and substantial capital expenditures. If actual recoveries are lower, costs are higher, or technical processing cannot be scaled economically, the ~~following:~~value of these assets could be materially reduced.

●Our ~~unfavorable~~properties ~~political~~may orrequire ~~economic~~substantial expenditures ~~factors;~~before any commercial operations can begin.

●Even ~~potentially~~if ~~adverse~~one ~~tax~~or ~~consequences;~~more properties are deemed technically promising, substantial additional expenditures may be required for technical studies, sampling, engineering, mine planning, permitting, site preparation, infrastructure, reclamation bonding, equipment procurement, environmental work, contractor mobilization, financing and working capital. There can be no assurance that we will have access to the capital required to make these expenditures or that such expenditures would ultimately result in profitable operations.

●Weather ~~unexpected~~conditions, ~~legal~~natural disasters or ~~regulatory~~other ~~changes;~~environmental events could disrupt operations or delay project advancement.

●Mining ~~lack~~and mineral-related activities may be affected by weather conditions and natural events such as storms, flooding, drought, wildfires, earthquakes or other environmental disruptions. Such events could affect site access, transportation routes, infrastructure availability, fieldwork schedules, equipment performance or the ability of ~~sufficient~~contractors ~~protection~~or ~~for~~service ~~intellectual~~providers ~~property~~to ~~rights;~~perform their work. Extreme weather or natural disasters could result in delays, increased costs, damage to infrastructure or interruptions to operations, any of which could materially adversely affect our projects and development plans.

●Our ~~difficulties~~rights in ~~recruiting~~certain mineral properties depend on maintaining leases and ~~retaining~~related ~~personnel~~rights, and ~~managing~~any ~~operations~~lapse could impair or eliminate value.

Certain of our assets are held through leasehold or claim-based structures rather than fee-simple ownership. Our ~~inability~~rights may depend on timely payment of rents or fees, performance of obligations, lease maintenance, regulatory compliance, and successful renewal or continuation of governmental or other rights. If we fail to ~~manage~~maintain ~~these~~a ~~risks~~lease, ~~successfully~~claim or related right in good standing, we could lose some or all of our interest in a property, which could materially adversely affect our business. ~~Furthermore~~In addition, weour ~~can~~interests ~~provide~~in ~~no assurances~~mineral ~~that~~properties ~~any~~may ~~new~~be ~~market~~subject to ~~expansion~~defects ~~will~~in betitle, ~~successful~~competing ~~because~~claims, ofboundary ~~the~~disputes, ~~risks~~historical ~~associated~~record ~~with~~uncertainties, ~~conducting~~interpretation ~~such operations~~of lease or claim terms, or ~~including~~other ~~the~~challenges ~~risks~~to ~~listed~~our ~~above~~rights. Any successful challenge could impair or eliminate our interest in a property and materially adversely affect our business.

WeOur ~~may~~Arizona ~~not~~and beCalifornia ~~able~~properties are subject to ~~obtain~~site-specific regulatory, ~~approvals~~land-use, ~~for~~environmental ~~our products~~ and ~~processes~~operational risks.

Our ~~products~~mineral ~~are~~portfolio ~~subject~~includes toassets ~~regulations~~in Arizona ~~related~~and ~~to the precious metal extraction industry~~California. ~~Our~~Each ~~products~~jurisdiction ~~are~~may ~~subject~~impose todistinct ~~the standards of the U.S.~~ and ~~international~~evolving ~~markets~~requirements inrelating ~~which our customers distribute our products~~ to ~~end~~land ~~consumers~~use, ~~including~~ environmental ~~and~~protection, reclamation, ~~ecological~~access, ~~standards.~~water, ~~While~~cultural weresources, ~~seek~~public tosafety, ~~manufacture all products to customer specifications~~ and weother ~~believe~~matters. ~~that~~Site-specific ~~our products~~conditions, ~~meet~~including ~~all~~remote ~~currently~~access, infrastructure ~~applicable~~constraints, ~~national~~lease ~~and~~status, ~~international~~legacy ~~standards~~conditions, ~~any failure to manufacture~~ and ~~deliver~~local ~~products~~agency inrequirements, ~~compliance~~may ~~with~~increase ~~all applicable standards and regulations for the markets in which~~ our ~~products are distributed may subject us to fines~~costs, ~~penalties~~delay development, or ~~business~~prevent ~~interruptions,~~advancement ~~and~~of ~~therefore~~a ~~could have material and adverse effects on our business, financial condition and prospects~~project.

Our ~~insurance~~projects ~~coverage~~may depend on the availability of adequate infrastructure, which may not be ~~inadequate~~available toor ~~protect~~may usbe ~~from~~costly ~~potential~~to ~~losses~~obtain.

WeThe ~~intend~~development ~~to purchase property insurance for our properties, including raw materials, semi-manufactured goods, manufactured goods, buildings~~ and ~~machinery~~operation ~~equipment. Our property insurance may not cover the full value~~ of ~~our property and equipment~~mineral recovery, ~~however,~~processing ~~which would leave us exposed in the event of loss~~ or ~~damage~~related toactivities ~~our properties or claims filed against us. We do not maintain business interruption insurance. The business interruption insurance and the product liability insurance available currently~~ may ~~offer~~depend ~~limited coverage. Any business disruption or natural disaster could result in substantial costs and a diversion of resources, which would have a material and adverse effect~~ on ~~our~~the ~~business~~availability ~~and results~~ of ~~operations.~~infrastructure ~~Our~~such ~~business~~as ~~operations~~roads, ~~particularly~~transportation ~~our anticipated production facilities~~routes, electrical ~~involve risks and hazards that could result in damage to~~power, orwater ~~destruction of~~supply, ~~property~~communications ~~and machinery~~networks, ~~personal~~processing ~~injury,~~facilities ~~business interruption~~ and ~~possible~~other ~~legal~~logistical ~~liability~~support. In ~~addition,~~certain welocations such doinfrastructure ~~not~~may ~~have~~be ~~product liability insurance covering bodily injuries and property damage caused by the products we sell. Therefore~~limited, weunreliable ~~are exposed to risks associated with product liability claims and may need to bear the litigation cost if the use of our products results in bodily injury~~ or ~~property damage~~unavailable. WeThe ~~do not carry key-man life insurance~~construction, ~~and~~upgrade ifor weextension ~~lose the services~~ of ~~any~~infrastructure ~~senior management and key personnel, we~~ may ~~not~~require substantial becapital ~~able to locate suitable or qualified replacements~~expenditures, ~~and~~ ~~may incur~~ additional ~~expenses to recruit and train new personnel~~permits, ~~which~~coordination ~~could severely disrupt our business and prospects. Furthermore, we do not have property insurance, and we are exposed to risks associated~~ with ~~losses~~governmental ~~in values~~authorities ofor ~~our~~third ~~equipment~~parties, ~~facilities~~or ~~and~~extended development ~~inventory due to fire, earthquake, flood and a wide range of natural disasters~~timelines. We doIf ~~not~~adequate ~~have~~infrastructure ~~personal~~cannot injury insurance and accidental medical care insurance. Although we require that the third-party transportation companies we engage maintain insurance policies with respect to inland transit risks for our products, the coverage may be ~~inadequate~~obtained toor ~~protect~~maintained uson ~~from~~reasonable ~~potential claims against us and the losses that may result. The occurrence of a significant event for which we are not fully insured or indemnified~~terms, ~~and/or~~our ~~the~~ability ~~failure of a party~~ to ~~meet~~ ~~its~~advance certain ~~underwriting~~projects or ~~indemnification~~operate ~~obligations,~~economically could be materially ~~and~~ adversely ~~affect our operations and financial condition~~affected. ~~Moreover, no assurance can be given that we will be able to maintain adequate insurance in the future at rates we consider reasonable.~~

We may not be able to protect our proprietary rights adequately.

We wish to emphasize that the methods we intend to employ in the precious metal extraction service business are proprietary only insofar as they make certain changes in application to a process long known and utilized in the industry. We have no intellectual property protection for them. We plan to strengthen and differentiate our processes by developing new and innovative methods and functionality. As a result, our proprietary methods will be important assets to our business, if we are able to pursue this portion of our business plan. Our success will depend in part on our ability to obtain and protect our methods, processes and other technologies, to preserve our trade secrets, and to operate without infringing on the proprietary rights of third parties, both here and abroad. Despite our efforts, any of the following may reduce the value of our methods:

● our efforts to protect our proprietary rights may not be effective in preventing misappropriation of them; ● our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we use or develop; or ● another party may obtain a blocking patent and we or our licensors would need to either obtain a license or design around the patent in order to continue to offer the contested feature or service in our products.

If we are unable to protect our proprietary rights adequately, it would have a negative impact on our operations.

We may bedepend ~~subject~~on ~~to claims that we have infringed the proprietary rights of others~~contractors, ~~which could require us~~ consultants and ~~our~~joint ~~licensors~~venture participants to ~~obtain~~advance ~~a license~~our ormineral ~~change designs~~projects.

~~The~~We ~~Company~~may ~~has~~elect ~~no patent protection for its alluvial mining equipment or proprietary planed precious metal extraction methods. The Company does not intend~~ to ~~seek~~advance ~~patent~~mineral ~~protection~~assets through ~~for~~contractors, ~~its~~technical ~~alluvial mining equipment and there is no assurance that patents would be issued in respect of that process or that~~consultants, ~~if issued~~processors, ~~the~~operators ~~patents~~or ~~will~~joint ~~provide~~venture ~~the protection sought by the Company~~participants. ~~Furthermore,~~ ~~although~~We ~~the~~may ~~Company is~~ not ~~aware~~have ofdirect ~~any~~control over ~~infringement~~their ~~claims~~actions, ~~there~~and ~~can~~disputes bemay noarise ~~assurance~~regarding ~~that the manufacture~~costs, ~~use~~timing, ~~or sale of its equipment or process will not give rise to infringement claims based on patents held by~~responsibilities, ~~or that may be issued in the future to competitors of the Company. Although we do not believe any of our equipment or proposed products or processes infringe upon the proprietary rights of others~~results, there is no assurance that infringement or invalidity claims (or claims for indemnification resulting from infringement claims) will not be asserted or prosecuted against us or those from whom we have licenses or that any such assertions or prosecutions will not have a material adverse effect on our business. Regardless of whether any such claims are valid or can be asserted successfullyownership, ~~defending against such claims could cause us to incur significant costs and could divert resources away from our other activities. In addition~~confidentiality, assertion of infringement claims could result in injunctions that prevent us from distributing our products. If any claims or actions are asserted against us or those from whom we have licenses, we may seek to obtain a license to the intellectual property, ~~rights~~environmental ~~that~~compliance ~~are~~or incommercial ~~dispute~~terms. ~~Such~~Their afailure ~~license~~to ~~may~~perform ~~not be available on reasonable terms, or at all, which~~ could ~~force~~materially usadversely toaffect ~~change~~ our ~~designs~~projects.

Our business ~~could~~is beexposed ~~subject~~ to ~~environmental~~risks ~~liabilities~~associated with equipment procurement, fabrication, design and deployment.

~~Currently,~~Our ~~our~~strategy ~~businesses~~contemplates ~~are subject to~~ the ~~federal~~use ~~and~~of ~~state~~specialized or ~~Environmental~~custom ~~Protection~~equipment ~~Laws as well as other national and local laws regarding pollutant discharge, air, water and noise pollution. Although we believe we are~~ in ~~compliance~~connection ~~in all material respects~~ with ~~the~~certain ~~applicable~~activities. ~~environmental~~Equipment ~~laws~~may ~~and~~not ~~regulations,~~perform ifas ~~it is determined that we are in violation of these regulations~~intended, wemay ~~could~~not be ~~subject~~available towhen ~~financial penalties as well as the loss of our business licenses. Furthermore~~needed, may ifbecome ~~the national or local government adopts~~ more ~~stringent environmental regulations~~expensive, we may ~~incur significant~~require ~~costs in complying with such regulations. If we fail to comply with present or future environmental regulations~~redesign, ~~we may be required to pay substantial fines, suspend production~~ or ~~cease operations and~~ may ~~be subject to adverse publicity. We currently do~~ not ~~incur~~scale ~~any~~appropriately ~~material~~from ~~costs~~concept into ~~connection~~field ~~with~~deployment. ~~our~~Supply ~~compliance~~chain disruptions, ~~with~~quality ~~the applicable environmental laws. However~~issues, ~~the~~transportation ~~risk~~delays ~~of environmental liability~~ and ~~charges~~fabrication ~~associated~~defects ~~with~~could ~~maintaining compliance~~materially ~~with~~adversely ~~environmental~~affect ~~laws is inherent in the nature of~~ our ~~business,~~operations and capital ~~there is no assurance that material environmental liabilities and compliance charges will not arise in the future~~requirements.

~~The~~Supply ~~costs~~chain todisruptions ~~meet~~or ~~the~~shortages of ~~Company’s~~equipment, ~~reporting~~materials ~~requirements~~or asspecialized acomponents ~~public~~could ~~company~~delay ~~subject~~or toincrease the ~~Exchange~~cost ~~Act~~ of ~~1934~~our ~~are substantial and may result in the Company having insufficient funds to operate~~operations.

~~The~~Our ~~Company~~operations ~~will incur ongoing expenses associated with professional fees for accounting~~ and ~~legal~~project ~~expenses~~development plans ~~associated~~may ~~with~~depend ~~being~~on ~~a public company. Those fees will be higher if~~ the ~~Company’s~~timely ~~business~~availability ~~volume~~of ~~and~~specialized ~~activity~~equipment, ~~increases.~~fabricated Itcomponents, ~~will~~replacement ~~also~~parts, beprocessing ~~time-consuming~~materials, reagents, ~~difficult~~fuel, ~~and~~transportation ~~costly~~services ~~for us to develop~~ and ~~implement~~other ~~the~~industrial ~~internal~~inputs. ~~controls~~Global ~~and~~supply ~~reporting procedures~~chain ~~required~~disruptions, bymanufacturing ~~the~~delays, ~~Sarbanes-Oxley~~transportation bottlenecks, ~~Act~~trade ~~of 2002~~restrictions, orgeopolitical ~~the~~events, ~~Sarbanes-Oxley~~inflationary ~~Act.~~pressures ~~Certain~~or ~~members~~supplier ofinsolvencies ~~our management~~could ~~have~~limit ~~limited~~ availability or nosignificantly ~~experience~~increase ~~operating~~the acost ~~company~~of ~~whose~~such ~~securities~~items. ~~are~~If ~~listed~~key onequipment ~~a national securities exchange~~ or ~~with~~materials ~~the~~cannot ~~rules~~be ~~and~~obtained ~~reporting~~when ~~practices~~needed ~~required~~or byat ~~the federal securities laws and applicable to a publicly traded company. We will need to recruit~~reasonable cost, ~~hire,~~project ~~train~~development ~~and~~schedules ~~retain~~may ~~additional~~be ~~financial reporting~~delayed, ~~internal~~capital ~~control~~requirements ~~and~~may ~~other personnel~~increase ~~in order to develop~~ and ~~implement~~anticipated ~~appropriate~~project ~~internal~~economics ~~controls and reporting procedures. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, we~~ may ~~not~~ be adversely ~~able to obtain the independent accountant certifications required by the Sarbanes-Oxley Act~~affected. ~~Those obligations will reduce the Company’s ability to fund operations and may prevent the Company from meeting normal business obligations.~~

IfOur weoperations ~~fail to establish and maintain an effective system of internal controls, we~~ may ~~not~~face besignificant competition ~~able~~from tolarger ~~report our financial results accurately. Any inability to report~~ and ~~file~~better-capitalized ~~our financial results accurately and timely could harm our business and adversely affect the trading price of our common stock~~companies.

WeThe ~~are~~mining, ~~required~~mineral todevelopment ~~establish~~ and ~~maintain internal controls over financial reporting and disclosure controls and procedures and to comply with other requirements of the Sarbanes~~metals-~~Oxley~~related industries ~~Act~~are ~~and~~highly ~~the rules promulgated by the SEC~~competitive. At ~~present,~~Many weof ~~have~~our ~~instituted~~potential ~~internal~~competitors ~~controls,~~are ~~but~~significantly ~~it may take time to implement them fully. Our management~~larger, ~~including~~better ~~our~~capitalized ~~Chief Executive Officer~~ and ~~Chief~~possess ~~Financial~~greater technical, ~~Officer~~operational, ~~cannot~~financial ~~guarantee that our internal controls~~ and ~~disclosure~~human ~~controls~~resources ~~and~~than ~~procedures~~we ~~will prevent all possible errors~~do. ~~Because~~These ofcompetitors ~~the~~may ~~inherent limitations~~have ingreater ~~all~~access ~~control~~to ~~systems,~~capital ~~no system of controls can provide absolute assurance that all control issues and instances of fraud~~markets, stronger ifindustry ~~any~~relationships, ~~within~~established ~~the~~operational ~~Company~~infrastructure ~~have~~and ~~been~~longer ~~detected~~operating histories. ~~These~~As ~~inherent~~a ~~limitations~~result, ~~include~~they ~~the~~may ~~possibility that judgments in decision-making can~~ be better ~~faulty~~positioned ~~and subject~~ to ~~simple~~acquire ~~error~~attractive ormineral ~~mistake. Furthermore~~properties, ~~controls~~secure ~~can~~financing, ~~be circumvented~~recruit byqualified ~~individual~~personnel, ~~acts~~obtain ~~of some persons~~equipment, bynegotiate commercial ~~collusion~~arrangements ofor ~~two~~advance orprojects more ~~persons,~~quickly orthan bywe ~~management override of the controls~~can. ~~The~~If ~~design~~we ofare ~~any~~unable ~~system~~to ofcompete ~~controls~~effectively isfor ~~based in part upon certain assumptions about the likelihood of future events~~opportunities, ~~and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time~~ capital, apersonnel ~~control may become inadequate because of changes in conditions~~ or ~~the degree~~commercial ~~of compliance with policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system~~relationships, ~~misstatements~~our ~~due~~ability to ~~error~~execute orour ~~fraud~~business ~~may~~strategy ~~occur~~could ~~and~~be ~~may~~materially ~~not~~adversely ~~be detected~~affected.

~~The~~Risks ~~Company’s~~Related ~~auditors have questioned the Company’s ability~~ to ~~continue~~Commodity ~~operations~~Markets, asPrecious aMetals ~~“going~~Trading and ~~concern.” Investors may lose all of their investment if the Company is unable to continue operations.~~Commercialization

~~Company~~Fluctuations ~~management~~in ~~hopes~~precious tometal ~~obtain~~prices could ~~revenues~~materially ~~from~~adversely ~~future~~affect ~~operations.~~our ~~In the absence of significant operations~~assets, ~~the~~plans ~~Company~~and ~~may seek to raise additional funds to meet working capital needs principally through the additional sales of the Company’s securities~~prospects. However, Company management cannot guarantee that the Company will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on satisfactory terms. As a result, the Company’s auditors believe that substantial doubt exists about the Company’s ability to continue operations.

~~Risks~~Our ~~Related~~business tois ~~Owning~~directly or indirectly influenced by the ~~Company’s~~market ~~Common~~prices ~~Stock~~of precious metals, including gold and silver. Commodity prices are highly volatile and affected by numerous factors beyond our control, including inflation, interest rates, foreign exchange rates, geopolitical instability, central bank activity, investor sentiment, industrial demand, speculation, and broader market disruptions. A decline in precious metal prices could impair the economics of our mineral assets, reduce the attractiveness of our projects to financing or commercial counterparties, and reduce or eliminate expected margins.

~~The~~Global ~~Company’s~~economic ~~officers~~conditions, ~~directors~~geopolitical events and ~~principal~~financial ~~shareholders~~market ~~own~~disruptions ~~approximately~~could ~~71.01%~~adversely ofaffect ~~the~~commodity ~~Company’s outstanding shares of common stock~~markets, ~~allowing~~financing ~~these~~conditions ~~shareholders~~and ~~control~~demand ~~matters~~for ~~requiring approval of the Company’s shareholders~~precious metals.

~~The~~ Commodity ~~Company’s~~markets ~~officers~~and capital markets are affected by global economic conditions, ~~directors~~geopolitical ~~and~~developments, ~~principal~~interest ~~shareholders~~rate ~~beneficially~~changes, ~~own~~currency fluctuations, infinancial crises, ~~the~~trade ~~aggregate~~disputes, ~~approximately~~sanctions 71regimes, central bank actions and other macroeconomic factors.~~01%~~ Periods of ~~the~~economic ~~Company’s~~uncertainty or ~~outstanding~~financial ~~shares~~market ofstress ~~common~~may ~~stock.~~reduce ~~The~~demand ~~Company’s~~for ~~officers~~commodities, ~~directors~~increase ~~and~~volatility ~~principal~~in ~~shareholders~~metals ~~can~~prices, ~~control~~restrict ~~matters~~access ~~requiring~~to ~~approval~~financing or byreduce the ~~Company’s~~willingness ~~security~~of ~~holders~~investors, ~~including~~lenders ~~the~~or ~~election~~commercial counterparties to engage in transactions with development-stage companies such as ours. Any of ~~directors~~these conditions could materially adversely affect our business, financial condition and prospects.

~~The~~Our ~~Company’s~~planned ~~common~~precious-metals ~~stock~~trading activities ~~may~~involve beoperational, ~~subject~~compliance, tosettlement ~~penny~~and ~~stock~~counterparty ~~regulations which may make it difficult for investors to sell their stock~~risks.

~~The~~We ~~Securities~~have ~~and~~disclosed ~~Exchange~~an ~~Commission~~intention ~~has~~to ~~adopted~~engage in ~~rules~~matched ~~that regulate broker~~purchase-~~dealer~~and-sale ~~practices in connection with~~ transactions ininvolving ~~“penny~~physical ~~stocks”.~~precious ~~Penny stocks generally are equity securities with a price of less than $5~~metals.00 ~~(other~~These ~~than~~activities, ~~securities~~if ~~registered~~undertaken, onwould ~~certain~~expose ~~national~~us to ~~securities~~risks ~~exchanges~~including orcounterparty ~~quoted~~default, onfraud, ~~the~~logistics ~~NASDAQ system~~failures, ~~provided~~shipment ~~that~~losses, ~~current~~timing ~~price~~mismatches, ~~and~~refinery ~~volume~~disputes, ~~information with respect to transactions in such securities is provided by the exchange~~ assay or ~~system).~~settlement ~~The penny stock rules require a broker-dealer~~disagreements, ~~prior~~documentation ~~to a transaction in a penny stock not otherwise exempt from those rules~~errors, ~~deliver~~banking ~~a standardized risk disclosure document prepared by the Commission~~interruptions, ~~which~~sanctions ~~specifies~~or ~~information about penny stocks and the nature and significance of risks of the penny stock market. The broker~~AML-~~dealer~~related ~~also~~concerns, ~~must provide the customer with bid~~ and ~~offer~~failures ~~quotations for the penny stock, the compensation~~ of ~~the~~controls over ~~broker-dealer and salesperson in the transaction~~title, ~~and~~payment ~~monthly~~or ~~account~~chain ~~statements indicating the market value~~ of ~~each penny stock held in the customer's account~~custody. InThese ~~addition,~~risks ~~the~~could ~~penny~~cause ~~stock rules require that~~losses, ~~prior~~reputational ~~to a transaction in a penny stock not otherwise exempt from those rules~~damage, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. If the Company’s common stock becomes subject to the penny stock ruleslitigation, ~~holders~~regulatory ofscrutiny ~~the~~or business ~~Company’s shares may have difficulty selling those shares~~interruption.

~~ITEM~~Our ~~1B. UNRESOLVED~~metals-related ~~STAFF~~activities ~~COMMENTS~~depend on relationships with refineries, logistics providers, financial institutions and commercial counterparties.

AsOur aability ~~“smaller~~to ~~reporting~~conduct ~~company,”~~precious-metals transactions asor ~~defined~~monetize inmineral ~~Rule~~production ~~12b~~may depend on maintaining relationships with third-2party ofrefineries, ~~the~~carriers, ~~Exchange~~brokers, logistics ~~Act~~firms, ~~the~~banks, ~~Company~~and iscommercial ~~not~~counterparties. ~~required~~These toparties ~~provide~~may ~~the~~terminate ~~information~~or ~~called~~limit ~~for~~their byrelationships ~~this~~with ~~Item~~us, impose additional requirements, refuse transactions, delay settlements, or encounter their own financial or regulatory problems. The loss of one or more key commercial relationships could materially adversely affect our ability to generate revenues.

~~ITEM~~We 2may be unable to secure favorable off-take, processing or commercialization arrangements. ~~PROPERTIES~~

~~Oil~~The ~~and~~sale ~~gas~~of ~~properties~~recovered or acquired precious metals may depend on our ability to secure economically acceptable off-take, processing, refining or sales arrangements. There can be no assurance that we will be able to enter into such arrangements on favorable terms, maintain them, or replace them if terminated. Adverse commercial terms, buyer concentration, or the inability to secure dependable outlets for product could materially adversely affect revenues and margins.

In 2009, the Company acquired a 36% working interest (28.80% net revenue interest [“NRI”]) in the drilling and development of the Gleason #4-16 well located in Noble County, Oklahoma, USA. The Company capitalized $167,260 in the development of the well. The well’s production commenced during 2009 and is currently producing. A royalty consisting of 60% of the net revenue received from the production of the well will be distributed proportionally to the well’s investors (See Note 3 to the accompanying financial statements).

Also in 2009, the Company acquired a 25% working interest (20% NRI) in the drilling and development of the Bond #1-18 well located in Noble County, Oklahoma, USA. The Company capitalized $77,628 in the development of the well. The well’s production commenced during 2009 and is currently producing. A royalty consisting of 60% of the net revenue received from the production of the well will be distributed proportionally to the well’s investors (See Note 3 to the accompanying financial statements).

In January 2010, the Company acquired a 25% working interest (20% NRI) in the Bond #2-18 well in Noble County, Oklahoma, USA. The Company capitalized $37,339 in the development of this well. The well’s production commenced in 2010 and is still currently producing. A royalty consisting of 60% of the net revenue received from the production of the well will be distributed proportionally to the well’s investors (See Note 3 to the accompanying financial statements).

In March 2010, the Company acquired a 25% working interest (20% NRI) in the Sattler #1-18 well located in Noble County, Oklahoma, USA. The Company capitalized $60,277 in development of this well. The well’s production commenced in 2010 and is still currently producing. A royalty consisting of 60% of the net revenue received from the production of the well will be distributed proportionally to the well’s investors (See Note 3 to the accompanying financial statements).

InMargins ~~August 2010, the Company acquired a 25% working interest (20% NRI)~~ in ~~the~~matched ~~Bond #3~~precious-18metals transactions ~~well~~may ~~located~~be innarrow ~~Noble~~and ~~County,~~may ~~Oklahoma, USA. The Company capitalized $47,866 in the development of this well. The well has~~ not ~~commenced~~justify ~~production. A royalty consisting of 60% of~~ the ~~net~~risks ~~revenue received from the production of the well will be distributed proportionally to the well’s investors (See Note 3 to the accompanying financial statements)~~undertaken.

InAlthough ~~December~~matched ~~2010,~~purchase-and-sale ~~the~~structures are ~~Company~~intended ~~acquired~~to amitigate ~~25%~~market ~~working~~exposure, ~~interest~~these ~~(20%~~activities ~~NRI)~~may instill ~~the~~involve WCnarrow ~~#1-19~~spreads ~~well~~after ~~located~~logistics, inrefining, ~~Noble County~~compliance, financing, ~~Oklahoma~~insurance, ~~USA. The Company capitalized $61~~brokerage,~~311~~ infacilitation ~~the~~and ~~development~~administrative ofcosts ~~this~~are ~~well~~considered. ~~The~~Small ~~well’s~~disruptions ~~production~~or ~~commenced~~cost inoverruns ~~2011~~can ~~and~~quickly eliminate isexpected ~~still currently producing~~margins. AIf ~~royalty~~we ~~consisting~~cannot ofachieve ~~60%~~sufficient oftransaction ~~the~~volume, ~~net~~sufficient ~~revenue~~capital ~~received~~velocity, ~~from~~and ~~the~~sufficient ~~production~~operational discipline, ofthese ~~the~~activities ~~well~~may ~~will~~not be ~~distributed proportionally to the well’s investors (See Note 3 to the accompanying financial statements)~~profitable.

InRising ~~March~~costs ~~2011,~~of ~~the Company acquired an 8% working interest (6.4% NRI) in the Haggard #5-17 well located in Noble County~~labor, ~~Oklahoma~~energy, ~~USA. The Company capitalized $35~~water,~~844~~ equipment ~~in development of this well. The well’s production commenced in 2011~~ and isother ~~still~~inputs ~~currently~~could ~~producing.~~materially Aadversely ~~royalty~~affect ~~consisting of 60% of~~ the ~~net~~economics ~~revenue received from the production~~ of ~~the~~our ~~well will be distributed proportionally to the well’s investors (See Note 3 to the accompanying financial statements)~~projects.

InMining, ~~May~~mineral ~~2011~~recovery, ~~the~~processing ~~Company~~and metals-related ~~acquired~~activities aare ~~25%~~sensitive ~~working~~to ~~interest~~changes ~~(20% NRI)~~ in the ~~Bond~~cost ~~#4-18~~of ~~well~~key ~~located~~inputs, inincluding ~~Noble~~labor, ~~County~~energy, ~~Oklahoma~~fuel, ~~USA.~~water, ~~The~~reagents, ~~Company~~transportation, equipment, ~~capitalized~~fabrication ~~$62~~services,~~752~~ ininsurance ~~development~~and ofother ~~this~~operational ~~well~~inputs. ~~The~~These ~~well’s~~costs ~~production~~may ~~commenced~~increase indue ~~2011~~to ~~and~~inflation, issupply ~~still~~chain disruptions, ~~currently~~geopolitical ~~producing.~~events, Aregulatory ~~royalty~~changes, ~~consisting~~labor ofshortages, ~~60%~~energy ofmarket ~~the~~volatility ~~net~~or ~~revenue~~other ~~received~~factors ~~from~~beyond our control. If the ~~production~~costs of these inputs increase significantly, the ~~well~~economics ~~will~~of our projects or trading activities may be ~~distributed~~adversely ~~proportionally~~affected and toprojects ~~the~~that ~~well’s~~appear ~~investors~~economically ~~(See~~attractive ~~Note~~today 3may tobecome ~~the~~less ~~accompanying~~viable ~~financial~~in ~~statements)~~the future.

InRisks ~~August~~Related ~~2011,~~to ~~the Company acquired a 25% working interest (20% NRI) in the Chuck#1 well located in Noble County~~Permitting, ~~Oklahoma,~~Environmental ~~USA.~~Regulation The Company capitalized $42,082 in development of this well. The well has not commenced production. A royalty consisting of 60% of the net revenue received from the production of the well will be distributed proportionally to the well’s investors (See Note 3 to the accompanying financial statements).and Reclamation

AsOur of December 31, 2012, the Company’s accrued asset retirement obligation totaled $11,994 and this amount was included in the capitalized cost of the oil and gas properties. Depletion expense is included in production expense as reflected in the accompanying statements of operations. ~~Depletion~~are ~~expense~~subject ~~for the year ended December 31, 2012 and 2011 amounted~~ to ~~$58,748~~extensive environmental and ~~$124,084,~~other ~~respectively.~~governmental ~~During the year ended December 31, 2012, the Company charged against accumulated depletion the $10,000 deposit it had on the on Flat Creek lease as the option to drill on the property expired~~regulation. In addition, during 2012, the Company determined that its interest in the Bond #3 well was commercially unproductive and the well was abandoned. The well’s cost basis of $47,866 was also charged against accumulated depletion pursuant to ASC Topic 932-360-40 “Extractive Activities.” In addition, in 2012, the Company sold deep drilling rights on three of its leases for $28,880, which was credited against the costs of its proved oil and gas properties.

~~Facilities~~Our current and planned operations are subject to federal, state and local laws and regulations concerning environmental protection, land use, hazardous materials, water, waste disposal, reclamation, occupational safety, transportation, commercial practices and other matters. Compliance with these laws may be complex, time-consuming and expensive. Failure to comply could result in fines, penalties, orders, project delays, suspension of operations or loss of rights.

InWe ~~March~~may ~~2013,~~be ~~the~~unable ~~Company acquired 100% of the common stock of Goldfield International, Inc., as part of that acquisition the Company was given the right and exercised that right~~ to ~~lease two facilities for an aggregate of $8~~obtain,~~000~~ ~~per~~maintain or ~~month.~~renew ~~The first consists of approximately 5~~permits,~~000~~ ~~square feet of office space and 35~~approvals,~~000~~ ~~square feet of manufacturing space where the Company manufactures its alluvial mining equipment. The agreement also includes an additional 1~~licenses,~~000~~ ~~square~~bonds ~~foot office space adjacent to the first facility. This manufacturing~~ and ~~office~~other ~~space~~authorizations isrequired ~~all~~for ~~located~~our ~~at 55 South Geneva Road, Lindon, Utah 84042~~operations.

~~ITEM~~Our 3ability to advance mineral assets or related operations may depend on obtaining and maintaining governmental approvals, permits, leases, access rights, environmental authorizations, reclamation bonds and other approvals. ~~LEGAL~~ ~~PROCEEDINGS~~These approvals may be delayed, denied, conditioned in burdensome ways, challenged by third parties, or later modified or revoked. Permitting uncertainty could materially adversely affect our timetable, costs and ability to advance projects.

~~From~~Environmental ~~time~~laws ~~to time, the Company~~ may ~~become~~impose subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these mattersstrict, joint ~~it makes provision for potential liabilities when it deems them probable~~ and ~~reasonably~~several ~~estimable.~~liability ~~These provisions are based~~ on ~~current~~us, ~~information~~regardless ~~and~~of ~~legal advice and may be adjusted from time to time according to developments~~fault.

~~Other~~Certain ~~than~~environmental ~~the foregoing~~statutes, ~~Company~~including CERCLA ~~management~~and ~~knows~~analogous ofstate ~~no material~~laws, ~~existing~~may orimpose ~~pending~~strict, ~~legal~~and ~~proceedings~~in ~~against~~some ~~the~~cases ~~Company’s~~joint ~~company~~and several, ~~nor~~liability isfor the ~~Company~~investigation ~~involved~~and asremediation of acontaminated ~~plaintiff~~sites inand ~~any~~for ~~material~~damages ~~proceeding~~to ornatural ~~pending litigation~~resources. ~~There~~We ~~are~~could noincur ~~proceedings~~liability inrelating ~~which~~to ~~the~~current ~~Company’s~~or ~~director~~former operations, third-party ~~officer~~conduct, orhistorical ~~any~~activities, ~~affiliates~~transportation, orstorage, ~~any~~disposal ~~registered~~arrangements or ~~beneficial~~legacy ~~shareholder~~site conditions, iseven anif ~~adverse~~we did ~~party~~not orcause ~~has~~the aunderlying ~~material~~problem. ~~interest~~Such ~~adverse~~liability tocould ~~the~~be ~~Company’s interest~~material.

ITEM 4.

Not Applicable.

~~PART~~Reclamation, IIrestoration and closure obligations may be significant and may exceed our estimates.

~~ITEM~~Mining 5and related operations may require reclamation, restoration, monitoring and closure activities. ~~MARKET~~ ~~FOR~~The ~~REGISTRANT’S~~costs ~~COMMON~~of ~~EQUITY~~these obligations may be significant and may increase over time due to inflation, ~~AND~~changes ~~RELATED~~in ~~STOCKHOLDER~~law, ~~MATTERS~~more ~~AND~~stringent ~~ISSUER~~standards, ~~PURCHASES~~technical OFrequirements, ~~EQUITY~~or ~~SECURITIES~~site conditions. If our estimates are wrong, or if regulators require more extensive work than anticipated, our financial condition could be materially adversely affected.

~~Market~~Actual ~~Information~~or alleged environmental incidents could result in substantial liabilities and business interruption.

~~The~~An ~~Company’s~~actual ~~common~~or ~~stock~~alleged isrelease ~~listed~~of oncontaminants, damage ~~the~~to ~~Over~~land ~~the~~or ~~Counter~~water, ~~Bulletin~~failure ~~Board~~of ~~(OTC.BB)~~containment, ~~under~~improper ~~the~~waste ~~symbol "RITE." The following table sets forth~~handling, ~~for~~transportation ~~the fiscal quarters indicated~~incident, ~~the~~or ~~high~~other ~~and~~environmental ~~low~~event could ~~closing~~result ~~bid~~in ~~prices~~cleanup ~~per~~liabilities, ~~share~~legal ofclaims, ~~the~~regulatory ~~Company’s~~enforcement, ~~common~~project ~~stock~~delays, asbusiness ~~derived~~interruption, ~~from~~reputational harm ~~quotations~~and ~~provided~~increased byinsurance ~~Yahoo~~costs ~~Finance.~~or ~~Such~~loss ~~quotations~~of ~~reflect~~coverage. ~~inter-dealer~~Even ~~prices,~~unfounded ~~without~~claims ~~retail~~can ~~mark-up,~~be ~~mark-down~~expensive orto ~~commission, and may not represent actual transactions~~defend.

Quarter Ended	BID PRICE PER SHARE
	HIGH		LOW
December 31, 2012	$	0.520	$	0.005
September 28, 2012	$	2.500	$	0.125
June 29, 2012	$	0.275	$	0.125
March 28, 2012	$	0.650	$	0.200
December 30, 2011	$	0.013	$	0.010
September 30, 2011	$	0.021	$	0.021
June 30, 2011	$	0.065	$	0.062
March 31, 2011	$	0.015	$	0.015

Our insurance coverage may be insufficient to cover all risks associated with our operations.

~~The~~Our ~~last~~activities ~~reported~~may ~~sale~~expose ~~price~~us ofto ~~our~~risks ~~common~~including accidents, ~~stock~~environmental onincidents, ~~the~~equipment ~~OTCBB~~failures, ontransportation ~~April~~losses, 10property damage, ~~2013~~operational ~~was~~interruptions $0and other hazards associated with mining, mineral processing, logistics and commercial activities.16 ~~per~~Although ~~share~~we may seek to maintain insurance coverage where available and economically reasonable, such coverage may not be available for all risks, may be subject to exclusions, limitations or deductibles, and may not fully cover all potential losses. In addition, insurance premiums may increase or coverage may become unavailable in the future. Any uninsured or underinsured losses could materially adversely affect our business, financial condition or results of operations.

~~Reverse~~Risks ~~Stock~~Related ~~Split~~to Mineral Asset Valuation, Acquisition Accounting and Financial Reporting

~~Effective~~The ~~August~~valuation ~~31, 2012, we implemented a 1-for-50 reverse stock split~~ of ~~our~~the ~~issued~~assets ~~and~~acquired in ~~outstanding~~the ~~common~~NMC/Peeples ~~stock.~~transaction ~~Where~~involves ~~applicable~~significant judgment, ~~all~~assumptions ~~common share~~ and ~~per~~estimation ~~common share information described below and in all other sections of this annual report have been retroactively restated to reflect the reverse common stock split~~uncertainty.

~~Holders~~We recorded approximately $432 million in connection with the NMC-related acquisition, including the assets associated with Peeples and related operational infrastructure, based on management’s fair value analysis under ASC 805 and ASC 820. This valuation required significant judgments and assumptions concerning market participant behavior, economic potential, recoverability, operational development, and other factors. If these assumptions prove inaccurate, the recorded values may not be realizable, and future impairment or other accounting consequences could materially adversely affect our financial statements and investor perception. In addition, the Company is currently engaged in discussions with the staff of ~~Common~~the ~~Stock~~Securities and Exchange Commission regarding certain accounting and disclosure matters related to these transactions. While the Company believes its accounting treatment and disclosures are appropriate, the outcome of these discussions is not yet final, and the SEC staff could request revisions to the Company’s disclosures or financial statement presentation.

The Company had 44,959,900 shares of common stock issued and outstanding as of December 31, 2012, which were held by approximately 138 shareholders, not including the number of persons or entities whose stock is held in nominee or “street” name through various brokerage firms and banks.

Warrants to Purchase Common Stock

At December 31, 2012, there were 5,720 outstanding warrants to purchase shares of the Company’s common stock at a split adjusted purchase price of $12.50 per share, all of these warrants expired unexercised on February 14, 2013. The table below shows all warrants granted and expired during the fiscal years ended December 31, 2011 and December 31, 2012:

	Warrants Outstanding			Weighted Average Exercise Price
Balance, December 31, 2010		72,080		$	12.50
Warrants granted		14,000		$	12.50
Warrants expired		(50,240	)	$	(12.50	)
Balance, December 31, 2011		35,840		$	12.50
Warrants granted		-		$	-
Warrants expired		(30,120	)	$	12.50
Balance, December 31, 2012		5,720		$	12.50

~~Equity~~The ~~Compensation~~valuation of our mineral assets relies on Level 3 fair value inputs that are inherently subjective.

OnWe ~~November~~have ~~20,~~disclosed ~~2012,~~that ~~the~~material ~~Board~~ aspects of ~~Directors~~our ofvaluation ~~the~~involved ~~Company~~Level ~~approved~~3 ~~and~~inputs ~~adopted~~under ~~the terms~~ASC ~~and~~820, ~~provisions~~which ofare abased ~~2012~~on ~~Stock~~management ~~Incentive~~judgment ~~Plan~~and ~~for~~unobservable ~~the~~inputs ~~Company.~~rather Anthan quoted ~~aggregate~~market ofprices. ~~5,000,000~~Level ~~shares~~3 ofvaluations ~~the~~are ~~Company’s~~inherently ~~common~~more ~~stock~~subjective ~~are~~and ~~initially~~may ~~reserved~~later ~~for~~be ~~issuance~~challenged ~~upon~~by ~~exercise~~auditors, ofregulators, ~~nonqualified and/~~investors or ~~incentive~~other ~~stock~~market ~~options~~participants. ~~which~~If ~~may~~assumptions bechange ~~granted~~or ~~under~~are ~~the~~later ~~2012~~viewed ~~Stock~~as ~~Incentive Plan. As of December 31~~unsupported, ~~2012~~we ~~the~~could ~~Company~~be ~~issued~~required ~~2,500,000~~to ~~common~~revise ~~shares~~our ~~through~~conclusions or ~~the~~record ~~plan~~impairments.

~~Dividends~~We may be required to record future impairment charges or other non-cash charges relating to mineral assets or acquired assets.

~~Company~~If ~~management~~project ~~has~~economics ~~never~~deteriorate, ~~declared~~technical work ~~any cash dividends with respect to the Company’s common stock. Future payment of dividends~~ is ~~within~~unfavorable, ~~the~~metal ~~discretion~~prices ~~of the Company’s Board of Directors and will depend on the Company’s earnings~~decline, ~~capital~~costs ~~requirements~~rise, ~~financial~~financing ~~condition~~becomes ~~and~~unavailable, ~~other~~permits ~~relevant factors. Although there~~ are nodelayed, ~~material~~lease ~~restrictions~~rights ~~limiting~~weaken, or ~~that~~other ~~are~~adverse ~~likely~~events ~~to limit~~occur, ~~the~~we ~~Company’s~~may ~~ability~~be required to ~~pay~~record ~~dividends~~impairment oncharges ~~the~~or ~~Company’s~~other ~~common~~non-cash ~~stock,~~write-downs. ~~Company~~Any ~~management~~such ~~presently~~charge ~~intend~~could materially toadversely ~~retain~~affect ~~future~~our ~~earnings,~~results ifof ~~any~~operations, ~~for use in the Company~~stockholders’s ~~business~~equity and ~~have~~investor ~~no present intention to pay cash dividends on the Company’s common stock~~perception.

~~Recent~~The ~~Sales~~accounting treatment of ~~Unregistered~~the ~~Securities~~NMC/Peeples/CPM transaction could be scrutinized by regulators or challenged by third parties.

~~There~~We have ~~been~~applied nospecific ~~sales~~accounting ofconclusions to ~~unregistered~~distinguish ~~securities~~between ~~within~~a ~~the~~business ~~last~~combination ~~three~~and ~~(3)~~an ~~years~~asset ~~which~~acquisition, ~~would~~to beallocate ~~required~~purchase price, and to becharacterize ~~disclosed~~the ~~pursuant~~acquired assets toand ~~Item~~operational ~~701~~infrastructure. These conclusions involve judgment and interpretation of ~~Regulation~~complex ~~S-K~~accounting guidance. Regulators, auditors, ~~except~~investors ~~for~~or ~~the~~litigants ~~following:~~may disagree with some or all of these conclusions, and any required revisions could materially affect our financial statements, disclosures or credibility.

InOur ~~January~~financial ~~2010,~~statements ~~the Company raised $150,000 for the drilling of the Bond #2-18 through the issuance of 60 units priced at $2,500 per unit. Each unit consisted of 100 restricted common shares~~ and ~~200~~disclosures may ~~share~~continue ~~purchase options at $12.50 per share with an expiration date of July 2011. The Company issued a total of 6,000 shares and 12,000 options related~~ to ~~the~~be ~~private~~affected placement. The unit holder has the option to surrender their interest in the well back to the Company in exchange for 100 restricted common shares per unit surrendered for a period of 36 months from the date of receipt of the first revenue check paid to the unit holders. The Company acquired a 20% NRI in this well with 60% of the revenue received from this well being distributed proportionately to the investors. The Company paid a 10% commission to a third party on the portion of the funds raised by ~~the~~complex ~~third party relating to the Bond well. This commission totaled $14~~accounting,~~000~~ ~~which~~valuation was converted to an interest in the well. As per the terms of the commission agreement the Company issued 560 shares valued at $14,000 to the third party for consulting expenses related to the Bond financing and ~~1,120~~presentation ~~options expiring in July 2011~~issues.

InOur ~~March~~historical ~~2010,~~and ~~the~~current ~~Company~~financial ~~raised~~reporting includes ~~$150,000~~complex ~~for~~areas ~~the~~such ~~drilling~~as ofbusiness ~~the~~combination ~~Sattler~~accounting, ~~#1-18~~fair ~~through~~value ~~the~~measurement, ~~issuance~~capital ofstructure ~~60 units priced at $2~~presentation,~~500~~ ~~per~~extinguishment or ~~unit.~~restructuring ~~Each unit consisted~~ of ~~100~~obligations, ~~restricted~~preferred ~~common~~stock ~~shares and 200 share purchase options at $12.50 per share with an expiration date of September 2011. The Company issued a total of 6~~rights,~~000~~ ~~shares~~ and ~~12,000~~other ~~options~~technical ~~related to the private placement~~matters. The ~~unit~~complexity ~~holder has the option to surrender their interest in the well back to the Company in exchange for 100 restricted common shares per unit surrendered for a period~~ of 36these ~~months~~issues ~~from~~ increases the ~~date~~risk of ~~receipt~~disagreement, ofrevision, ~~the~~control first revenue check paid to the unit holders. The Company acquired a 20% NRI in this well with 60% of the revenue received from this well being distributed proportionately to the investors. The Company paid a 10% commission to a third party on the portion of the funds raised by the third party relating to the Bond well. This commission totaled $14deficiency,~~000~~ ~~which was converted to an interest in the well. As per the terms of the commission agreement the Company issued 560 shares valued at $14~~restatement,~~000~~ toor ~~the~~additional ~~third~~scrutiny ~~party~~by ~~for consulting expenses related to the Bond financing and 1~~auditors,~~120~~ ~~options~~regulators ~~expiring~~or ~~in September 2011~~investors.

InOur ~~August~~strategy ~~2010,~~to ~~the~~monetize ~~Company~~mineral ~~raised $150,000 for the drilling of the Bond #3-18~~ assets through ~~the issuance of 60 units priced at $2~~royalties,~~500~~ ~~per~~structured ~~unit. Each unit consisted of 100 restricted common shares and 200 share purchase options at $12.50 per share with an expiration date of February 2012. The Company issued a total of 6~~arrangements,~~000~~ ~~shares~~forward ~~and 12~~sales,~~000~~ ~~options~~joint ~~related~~ventures toor ~~the~~leverage ~~private~~may ~~placement.~~not ~~The~~succeed ~~unit~~and ~~holder~~may ~~has~~expose ~~the~~us ~~option~~ to surrender their interest in the well back to the Company in exchange for 100 restricted common shares per unit surrendered for a period of 36 months from the date of receipt of the first revenue check paid to the unit holdersadditional risks. The Company acquired a 20% NRI in this well with 60% of the revenue received from this well being distributed proportionately to the investors. The Company paid a 10% commission to a third party on the portion of the funds raised by the third party relating to the Bond well. This commission totaled $14,000 which was converted to an interest in the well. As per the terms of the commission agreement the Company issued 560 shares valued at $14,000 to the third party for consulting expenses related to the Bond financing and 1,120 options expiring in February 2012.

InWe ~~December~~may ~~2010~~seek ~~the~~to ~~Company~~monetize ~~raised~~mineral ~~$100~~assets through royalties,~~000~~ ~~for~~processing-based ~~the~~arrangements, ~~drilling~~structured offinancings, ~~the WC #1~~asset-18level ~~through~~claims, ~~the~~joint ~~issuance of 60 units priced at $2~~ventures,~~500~~ ~~per~~forward ~~unit.~~sales ~~Each~~or ~~unit consisted of 100 restricted common shares and 200 share purchase options at $12~~other means.50 ~~per~~These ~~share~~structures ~~with~~may animpose ~~expiration~~operational ~~date~~restrictions, ofreduce ~~May~~future ~~2012.~~upside, ~~The~~create ~~Company~~asset-specific ~~issued~~encumbrances, arequire priority ~~total of 4~~payments,~~000~~ ~~shares~~increase ~~and 8~~complexity,~~000~~ ~~options~~expose ~~related~~us to ~~the~~defaults ~~private~~or ~~placement.~~covenant ~~The~~issues, ~~unit~~and ~~holder~~dilute ~~has~~ the ~~option~~benefit ~~to surrender their interest in the well back to the Company in exchange for 100 restricted common shares per unit surrendered for a period~~ of 36future ~~months~~asset ~~from the date of receipt of the first revenue check paid to the unit holders~~appreciation. These ~~The~~structures ~~Company~~may ~~acquired~~not abe ~~20%~~available ~~NRI in this well with 60% of the revenue received from this well being distributed proportionately to the investors. The Company paid a 10% commission to a third party~~ on ~~the~~favorable ~~portion of the funds raised by the third party relating to the Bond well. This commission totaled $9,000 which was converted to an interest in the well. As per the~~ terms ofor ~~the commission agreement the Company issued 360 shares valued~~ at ~~$9,000 to the third party for consulting expenses related to the Bond financing and 720 options expiring in May 2012~~all.

Risks Related to Regulation S-K 1300, Technical Review and Qualified Person Analysis

Future technical reports or qualified person reviews prepared under SEC Regulation S-K 1300 may not support our current expectations regarding our properties.

We have disclosed that our properties are exploratory and that additional qualified data is needed before we can support mineral resource or reserve calculations under Regulation S-K 1300. Future technical reports, if and when prepared, may conclude that one or more properties do not support the level of value, recoverability, development potential or advancement timetable presently anticipated by management. That could materially adversely affect our asset values, business plan, financing prospects and investor perception.

In April and May 2011 the Company received a total of $95,000 through the issuance of 38 participating units. Each unit is sold for $2,500 and consisted of (a) 100 restricted common shares of the Company’s common stock, (b) a warrant to purchase 200 shares of the Company’s common stock at $12.50 per share, expiring 18 months from date of issuance, (c) a pro rata interest in 60% of the total revenue interest that the Company owns in the Bond #4 well, and (d) an option to convert the unit holder’s pro rata share in the well revenue into 100 shares of the Company’s common stock expiring 36 months after the first revenue check is received by the unit holder. The ~~Company~~absence ~~valued the four components~~ of ~~each~~currently ~~unit~~disclosed mineral ~~separately. In~~resources ~~the~~or ~~valuation~~reserves ofmay ~~the~~make ~~common~~it ~~shares~~more ~~issued~~difficult ~~and the pro rata interest in oil revenue, the Company’s used the trading price of the Company’s common shares on the date of issuance. The common stock warrant and the option~~ to ~~convert~~finance ~~the~~or ~~oil~~commercialize ~~revenue~~our ~~interest into shares of the Company’s common stock were valued using the Black-Scholes Option Model using a risk free interest rate ranging from 0~~projects.89% to 1.60%, with volatility ranging from 186% to 208%. Of the $95,000 received, $20,936 was credited against the payments made towards the Company’s well costs. The remaining $74,064 was credited to equity.

InBecause ~~April~~our ~~and~~properties ~~May~~are ~~2011,~~in the ~~Company~~exploration stage ~~paid~~and awe ~~consultant~~are ~~3.4~~not ~~participating~~currently ~~units~~disclosing inmineral ~~consideration~~resources ~~for~~or ~~services~~reserves, ~~rendered~~investors, inlenders, ~~connection~~strategic ~~with~~partners ~~the~~and ~~offerings.~~commercial counterparties Ofmay ~~the~~view ~~$8,500~~our ~~fee,~~projects aas ~~total~~higher ofrisk ~~$1,873~~or ~~was~~may ~~credited~~decline ~~against~~to ~~the~~transact ~~payments~~with ~~made~~us ~~towards~~until ~~the~~further ~~Company’s~~technical ~~well~~support ~~costs~~is developed. ~~The~~ This ~~Company~~could ~~issued~~impede aour ~~total~~ability ~~of 340 shares and 680 options~~ to ~~the~~obtain ~~consultant~~capital inor ~~consideration~~commercial ~~for services~~arrangements.

OnRisks ~~May~~Related ~~18, 2011 the Company entered into a retainer and fee agreement with Knightsbridge Law Co., Ltd. pursuant~~ to ~~which~~Our ~~Knightsbridge~~Capital ~~provided services to the Company in exchange for a one-time share issuance of 49~~Structure,~~177~~ ~~Rule~~Financing ~~144~~Instruments and ~~restricted shares of the common stock of the Company.~~Dilution

InOur ~~August~~capital ~~2011,~~structure ~~the Company received a total of $65,000 through the issuance of 26 participating units. Each unit~~ is ~~sold~~complex ~~for $2,500~~ and could ~~consisted~~result of: (a) 100 restricted common shares of the Company’s common stock; (b) a warrant to purchase 200 shares of the Company’s common stock at $12.50 per share, expiring 18 months from date of issuance; (c) a pro rata interest in ~~60%~~substantial ofdilution ~~total revenue interest that the Company owns in the Chuck #1 well; and (d) an option~~ to ~~convert~~holders ~~the unit holder’s pro rata share in the well revenue into 100 shares~~ of ~~the Company’s~~ common stock ~~expiring 36 months after the first revenue check is received by the unit holder~~. The Company valued the four components of each unit separately. In the valuation of the common shares issued and the pro rata interest in oil revenue, the Company’s used the trading price of the Company’s common shares on the date of issuance. The common stock warrant and the option to convert the oil revenue interest into shares of the Company’s common stock were valued using the Black-Scholes Option Pricing Model using a risk-free interest rate ranging from 0.89% to 1.60%, with volatility ranging from 186% to 208%. Of the $65,000 received, $15,394 was credited against the payments made towards the Company’s well costs. The remaining $49,606 was credited to equity.

InWe ~~August~~have ~~2011,~~multiple ~~the~~classes ~~Company~~or ~~paid~~series aof ~~consultant~~securities with ~~2.6~~differing ~~participating~~rights, ~~units~~including inpreferred ~~consideration~~stock ~~for~~with ~~services~~voting ~~rendered~~rights, inconversion ~~connection~~rights, ~~with~~redemption ~~the~~or ~~offerings.~~sinking-fund Ofrelated ~~the~~features, warrants $6and other instruments. The conversion,~~500~~ ~~fee~~exercise, aissuance ~~total~~or settlement of ~~$1,539~~these ~~was~~instruments ~~credited~~could ~~against~~result ~~the~~in ~~payments~~substantial dilution ~~made~~to ~~towards~~common ~~the~~stockholders ~~Company’s~~and ~~well~~may ~~costs~~materially affect control, voting outcomes, earnings per share and market perception.

~~Effective~~Holders ~~October 30, 2012, the Company issued an aggregate~~ of ~~forty~~preferred ~~million (40,000,000) shares of common~~ stock, ~~$.001~~may ~~par~~have rights ~~value~~senior ~~(the “Common Stock” or “Shares”) in consideration of services. The shares were issued~~ to ~~five~~those individuals and five entities, whose identities were disclosed in Item 5.01of the Company’s Form 8-K filed with the Commission on November 6, 2012, seven million (7,000,000) shares were held in treasury and subsequently canceled and reissued as disclosed on Form 8-K/A filed with the Commission on February 6, 2013. The shares issued were “restricted securities” under the Securities Act of ~~1933,~~common ~~as amended and the certificate evidencing the same bears the Company’s customary restrictive legend~~stockholders.

OnCertain ~~November~~preferred ~~20,~~stock ~~2012,~~may ~~the~~have ~~Company~~preferences, voting ~~entered~~rights, ~~into~~redemption ~~a series of agreements whereby a debt of $59~~rights,~~000~~ ~~owed~~sinking tofund ~~Randall Lanham~~rights, ~~Esquire~~liquidation ~~and his firm~~rights, ~~Lanham~~asset-level ~~and~~priority ~~Lanham~~features, ~~LLC,~~conversion ~~for~~rights ~~his~~or other ~~services~~protections asthat ~~general~~are ~~counsel~~senior to the ~~Company~~rights ~~was extinguished in exchange for the issuance~~ of common ~~shares~~stockholders. ~~The~~These ~~invoices~~features ~~from~~may ~~Lanham~~reduce ~~and Lanham, LLC date from October 2006 and provide for~~ the ~~conversion~~economic ~~of the debt to common shares at its $.001 par~~ value, ~~which~~or ~~shares~~practical influence ~~would to be issued to Mr. Lanham individually. Mr. Lanham assigned $40,000~~ of ~~the debt obligation to four entities and one individual. The Company agreed to issue an aggregate of 8,000,000 restricted shares of~~ common stock toand ~~these~~may ~~assignees~~limit ~~contingent~~our ~~upon~~financial ~~their forgiveness of the $40,000 in debt they collectively held. These shares were issued in reliance upon the exemption from securities registration afforded by Section 4(2)~~ and ~~3(a)(9)~~operational ~~of the Securities Act of 1933, as amended (the “Securities Act”)~~flexibility. (The remaining $19,000 debt to Lanham & Lanham, LLC was forgiven by Mr. Lanham in exchange for the issuance to him of free trading shares from the Company’s newly-adopted 2012 Stock Incentive Plan. The 2012 Stock Incentive Plan is more fully described in the Company’s Form S-8, which was filed with the Commission on November 21, 2012. As a result, Mr. Lanham, individually, was issued 2,500,000 free trading shares from the 2012 Stock Incentive Plan.)

~~Subsequent~~The tosecurities ~~the~~issued ~~2012~~in ~~year end, as previously disclosed on Form 8-K filed~~ connection with the ~~Commission~~NMC ontransaction ~~March~~may 6create overhang, ~~2013 and Item 1 of this Current Report on Form 10-K which is incorporated by reference into this Item 5~~dilution, ~~MineralRite~~structural ~~Corporation~~complexity ~~acquired 100% of the issued~~ and ~~outstanding~~asset-level ~~stock~~priority ~~of Goldfield International, Inc~~concerns.~~, a Nevada corporation in exchange for this issuance of 2,000,000 shares of the Company’s restricted common stock.~~

~~Exemptions From Registration.~~ The ~~shares~~NMC oftransaction ~~Common~~included ~~Stock~~preferred stock ~~referenced~~and ~~herein~~warrants, ~~were~~and ~~issued in reliance upon~~ the ~~exemption~~related ~~from~~rights ~~securities~~may ~~registration~~affect ~~afforded~~future bydilution, ~~the~~control, ~~provisions~~capital ~~of Section 4(2) of the Securities Act~~planning, ~~and/or~~market ~~Regulation D~~perception, ~~as promulgated by the U.S. Securities~~ and ~~Exchange Commission under~~ the ~~Securities~~availability of ~~Act,~~cash ~~based~~flows ~~upon~~or ~~the~~assets ~~following:~~associated ~~(a)~~with ~~each of~~ the ~~persons~~acquired toproperties. ~~whom~~The ~~the~~existence ~~shares~~ of ~~Common~~these ~~Stock~~rights ~~were~~may ~~issued~~make ~~(each~~future ~~such~~financing ~~person,~~more ~~an “Investor”) confirmed to the Company that it~~ difficult or hemore isexpensive anand ~~“accredited~~may ~~investor,”~~reduce asthe ~~defined~~attractiveness ~~in Rule 501~~ of ~~Regulation~~our Dcommon ~~promulgated under the Securities Act and has such background, education and experience in financial and~~ stock.

Future issuances of equity, preferred stock or convertible securities may further dilute existing stockholders.

We may raise capital in the future through the issuance of common stock, preferred stock, convertible instruments, warrants or other securities. Any such issuance could materially dilute existing stockholders, affect control, reduce market value, or impose restrictive terms that adversely affect existing holders.

~~business~~We ~~matters~~may asnot to be able to ~~evaluate~~raise ~~the~~additional capital merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on ~~the~~acceptable certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Actterms.

~~There~~Our ~~are~~ability noto ~~outstanding~~raise ~~shares~~capital may be adversely affected by our development-stage status, our limited revenues, the complexity of our capital structure, the ~~Company’s~~absence ~~common~~of ~~stock~~currently disclosed ~~that~~mineral ~~Company~~resources ~~management~~or ~~has~~reserves, ~~agreed~~market toconditions, ~~register~~investor ~~under~~sentiment ~~the~~regarding ~~Securities~~microcap ~~Act~~issuers, ~~for~~and ~~sale~~other byfactors ~~security~~beyond our ~~holders~~control. If capital is not available on acceptable terms, our business plan may be materially adversely affected.

~~Securities~~The ~~Authorized~~Company ~~for~~may ~~Issuance~~not ~~under~~have ~~Equity~~sufficient authorized ~~Compensation~~shares ~~Plans~~of common stock to satisfy the full conversion of its outstanding convertible securities.

OnAs ~~November~~described ~~20,~~in ~~2012~~Note 14 to the consolidated financial statements, the ~~Company~~number ~~adopted~~of ~~its~~shares ~~2012~~of ~~Stock~~common ~~Incentive~~stock ~~Plan~~potentially (issuable upon conversion of the ~~“Plan”).~~Company’s ~~Under~~outstanding convertible preferred stock and the ~~Plan,~~exercise of contractual purchase rights and warrants currently exceeds the ~~Company~~number ~~reserved~~of ~~5,000,000~~authorized but unissued shares of ~~its~~ common stock toavailable. beThe ~~issued~~Company does not have a present obligation to ~~employees,~~issue ~~directors,~~shares ~~consultants~~in ~~and~~excess ~~advisors~~of its authorized share capital. ~~The~~However, if holders of such securities seek conversion or exercise ~~price~~and ~~under~~the Company does not have sufficient authorized shares available, the ~~Plan~~Company iswould ~~$0.001~~be ~~per~~required ~~share. As~~to obtain shareholder approval to amend its Certificate of ~~December~~Formation to ~~31,~~increase ~~2012,~~the number of authorized shares. There can be no assurance that such approval would be obtained in a timely manner or at all. If the Company ~~issued~~is 2unable to obtain the necessary authorization,~~500,000~~ ~~common~~holders ~~shares~~of ~~through~~these ~~the~~securities ~~Plan~~may be unable to convert or exercise their securities when otherwise entitled to do so.

~~Purchases~~Risks ofRelated ~~Equity~~to Our Securities byand the ~~Registrant~~Public ~~and Affiliated Purchasers~~Market

~~The~~Our ~~Company~~common ~~did~~stock ~~not~~trades ~~buy~~on ~~back~~the ~~any~~OTC market, ofwhich ~~its~~is ~~shares~~generally ofcharacterized ~~common~~by ~~stock~~lower orliquidity ~~other~~and ~~securities~~greater ~~during~~volatility ~~the~~than ~~year~~national ~~ended~~securities ~~December 31, 2012~~exchanges.

~~ITEM~~The 6market for OTC-traded securities is typically less liquid and more volatile than the market for securities listed on national exchanges. ~~SELECTED~~ ~~FINANCIAL~~Holders ~~DATA~~of our securities may find it difficult to buy or sell shares at desired prices or in desired volumes. Thin trading can amplify price movements and increase susceptibility to rumor, speculation or abrupt changes in investor sentiment.

AsOur arelatively ~~“smaller~~small ~~reporting~~public ~~company,”~~float asand limited ~~defined~~trading involume ~~Rule~~may ~~12b-2~~cause ofsignificant ~~the~~volatility ~~Exchange~~in ~~Act,~~our ~~Company~~stock ~~management is not required to provide the information called for by this Item~~price.

~~ITEM~~The 7number of shares of our common stock available for public trading may be relatively limited compared to larger public companies. ~~MANAGEMENT’S~~ ~~DISCUSSION~~A ~~AND~~small ~~ANALYSIS~~public OFfloat ~~FINANCIAL~~and ~~CONDITION~~limited ~~AND~~trading volume ~~RESULTS~~can OFresult ~~OPERATIONS~~in significant volatility in the market price of our securities. In such circumstances, relatively small trades, large block transactions, or changes in investor sentiment may cause disproportionate movements in the market price of our common stock. Sales of substantial amounts of our securities, or the perception that such sales may occur, could cause the market price of our securities to decline significantly.

~~This~~Our ~~Management's~~securities Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may ~~cause the Company’s actual results, levels of activity, performance or achievements to~~ be ~~materially~~subject different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. The reader can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, the reader should consider various factors which may cause the Company’s actual results to ~~differ materially from any forward-looking statements. Although Company management believes that~~ the risks ~~exceptions~~associated ~~reflected~~with inmicrocap ~~the~~and ~~forward~~low-~~looking~~priced ~~statements are reasonable~~securities, management cannot guarantee future results, levels of activity, performance or achievements. Therefore, Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many important factors, including ~~those~~volatility ~~set~~and ~~forth~~possible inmarket ~~our “Risk Factors~~manipulation.~~” The Company’s management undertakes no obligation to revise or update publicly any forward-looking statements for any reason.~~

~~Critical~~Microcap ~~Accounting~~and ~~Policies~~low-priced securities often experience significant volatility, speculative trading, sudden price swings, limited analyst coverage and ~~Estimates~~greater risk of manipulative trading activity. These conditions can reduce investor confidence and make the trading price of our securities more volatile and less reflective of fundamental value.

The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with the Company’s Board of Directors, management has identified the following accounting policies that it believes are key to an understanding of its financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.

Revenue Recognition

Oil and gas production revenues are recognized at the point of sale.

Oil and Gas Properties

~~obligations~~Penny ~~accrued~~stock onrules ~~the~~may balance sheet; plus 2) the cost of major development projects and unproven properties not subject to depletion, if any; plus 3) the lower of cost or estimated fair value of unproven properties included in costs subject to depletion; less 4) related income tax effects. If net capitalized costs exceed this limit, the ~~excess is expensed unless subsequent~~ trading market ~~price~~for ~~changes~~our ~~eliminate or reduce the indicated write-down in accordance with U~~securities.S. SEC Staff Accounting Bulletin (“SAB”) Topic 12D. Depletion is computed using the units-of-production method whereby capitalized costs, net of estimated salvage values, plus estimated future costs to develop proved reserves and satisfy asset retirement obligations, are amortized over the total estimated proved reserves on a country-by-country basis. Investments in major development projects are not depleted until either proved reserves are associated with the projects or impairment has been determined.

~~Foreign~~If ~~Currency~~our ~~Translation~~securities are deemed penny stocks, broker-dealers effecting transactions in those securities may be subject to additional sales practice and disclosure requirements. These requirements may discourage broker-dealers from recommending or trading our securities and may reduce liquidity and marketability.

~~The~~Because ~~Company's~~of ~~primary~~our ~~functional~~limited ~~currency~~trading ismarket and ~~the~~public ~~U.S.~~company ~~dollar. For foreign operations whose functional currency is the local currency~~profile, ~~balance~~our ~~sheet~~stock ~~accounts~~price ~~are~~may ~~translated~~not ataccurately ~~exchange~~reflect ~~rates~~our inbusiness ~~effect~~or atasset ~~the end of the year and income statement accounts are translated at average exchange rates for the period~~values. ~~Translation gains and losses are included as a separate component of stockholders’ deficit.~~

~~Asset~~The ~~Retirement~~trading ~~Obligations~~price of our securities may be influenced more by market structure, liquidity, trading dynamics, investor sentiment and speculation than by operating performance or asset value. As a result, the public trading price may not reflect management’s view of the value of the Company or its assets.

~~The~~We ~~Surface~~may ~~Mining~~receive ~~Control~~little ~~and~~or ~~Reclamation~~no ~~Act~~securities analyst ofcoverage ~~1977~~or ~~and~~institutional ~~similar~~investor ~~state statutes require mine properties to be restored in accordance with specified standards~~interest. Accounting Standards Codification (“ASC”) Topic 410-20 requires recognition of an asset retirement obligation (“ARO”) for eventual reclamation of disturbed acreage remaining after mining has been completed. The Company records its reclamation obligations on a permit-by-permit basis using requirements as determined by the Office of Surface Mining of the U.S. Department of the Interior (“OSM”). The liability is calculated based upon the reclamation activities remaining after removal ceases, assuming that reclamation activities have been contemporaneous within state and federal guidelines during mining. A liability is recorded for the estimated future cost that a third party would incur to perform the required reclamation and mine closure discounted at the Company’s credit-adjusted risk-free rate. A corresponding increase in the asset carrying value of mineral rights is also recorded. The ARO asset is amortized on the units-of-production method over the proven and probable reserves associated with that permit.

~~Concentrations~~Securities analysts employed by brokerage firms and investment banks may not initiate or maintain research coverage of ~~Credit~~our ~~Risk~~company. In addition, institutional investors may have internal policies that limit or prohibit investment in smaller reporting companies or OTC-traded securities. The absence of analyst coverage or institutional investor participation may reduce market visibility, decrease trading volume, limit investor awareness and contribute to greater share price volatility. As a result, the trading market for our securities may be more limited than that of companies that receive broader analyst coverage or institutional investment.

~~The~~Risks ~~Company’s~~Related ~~revenue~~to isCorporate ~~dependent~~Governance, ~~upon~~Internal ~~the~~Controls, Information ~~successful~~Systems ~~efforts~~and ~~of the respective well’s operator. Currently production from the Company’s six wells is sold to one customer.~~Compliance

~~Loss~~We ~~per~~may ~~Share~~face ofchallenges ~~Common~~maintaining effective ~~Stock~~internal control over financial reporting and disclosure controls and procedures.

~~The~~As ~~Company~~a ~~reports~~smaller ~~earnings~~reporting ~~(loss)~~company ~~per share in accordance~~ with ~~Accounting~~a ~~Standards~~complex capital ~~Codification~~structure ~~“ASC”~~and ~~Topic~~significant ~~260-10~~accounting judgments, ~~"Earnings~~we ~~per~~may ~~Share."~~face ~~Basic~~challenges ~~earnings~~in ~~(loss)~~designing, ~~per~~implementing ~~share~~and ismaintaining ~~computed~~effective internal bycontrol ~~dividing~~over ~~income~~financial ~~(loss)~~reporting available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and ifadequate ~~the~~disclosure ~~additional~~controls ~~common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed conversion of warrants~~ and ~~debt to purchase common shares would have an anti-dilutive effect~~procedures. ~~Potential~~Any ~~common~~material ~~shares as of December 31~~weakness, ~~2012~~significant ~~that have been excluded from the computation of diluted net loss per share consist of (a) warrants to purchase 5~~deficiency,~~720~~ control ~~(post-split)~~failure ~~shares~~or ofreporting ~~the~~error ~~Company’s~~could ~~common~~adversely ~~stock~~affect ~~and~~investor ~~(b) Unit holders’ options to convert their respective oil revenue interests into a total 24~~confidence,~~030~~ ~~(post-split) shares~~lead ~~of the Company’s common stock. Potential common shares as of December 31, 2011 that have been excluded from the computation of diluted net loss per share consist of (a) warrants~~ to ~~purchase~~regulatory 35scrutiny,~~840~~ ~~(post-split)~~increase ~~shares of the Company’s common stock and (b) Unit holders’ options to convert their respective oil revenue interests into a total 43~~costs,~~230~~ ~~(post-split) shares~~or require ofrestatements ~~the~~or ~~Company’s~~amended ~~common stock~~filings.

~~Long-Lived~~We ~~Assets~~may incur significant costs to comply with public company reporting, governance and internal control requirements.

~~The~~As ~~Company~~a ~~accounts~~reporting ~~for~~company, ~~its~~we ~~long-lived~~are ~~assets~~subject to inlegal, ~~accordance with ASC No. 360~~accounting, ~~“Property~~auditing, ~~Plant~~governance and ~~Equipment.”~~disclosure ~~ASC~~obligations ~~No. 360 requires~~ that ~~long-lived~~impose ~~assets~~substantial bedemands ~~reviewed~~on ~~for~~management ~~impairment~~time ~~whenever~~and ~~events~~financial resources. orThese ~~changes~~obligations ~~in circumstances indicate that the historical cost carrying value of an asset~~ may nodivert ~~longer~~management beattention ~~appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result~~ from ~~the~~business ~~asset,~~operations including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and ~~fair~~can ~~value~~be orespecially ~~disposable~~burdensome ~~value.~~for Asa ofdevelopment-stage company ~~December~~with ~~31,~~limited ~~2012, the Company does not believe there has been any impairment of its long-lived assets~~revenues.

~~Fair~~Cybersecurity ~~Value~~incidents, ~~Measurement~~data breaches, fraud or technology failures could disrupt our business.

~~The~~We ~~Company~~rely ~~adopted~~on ~~ACS~~information ~~Topic~~systems, ~~820-10~~digital communications, ~~formerly~~electronic ~~Statement of Financial Accounting Standard No. 157~~records, ~~Fair Value Measurements (“Topic 820~~third-~~10”),~~party atplatforms ~~the~~and ~~beginning~~remote ofcoordination ~~fiscal~~with ~~year~~counterparties, ~~2009~~advisors ~~to measure the fair value of certain of its financial assets~~ and ~~liabilities~~service ~~required to be measured on a recurring basis~~providers. Cyberattacks, ~~The~~phishing, ~~adoption~~ransomware, ofbusiness ~~Topic~~email ~~820-10~~compromise, ~~did~~fraudulent ~~not~~payment ~~impact~~instructions, ~~the~~system ~~Company’s~~failures, ~~consolidated~~data ~~financial~~loss, ~~position~~ or other ~~results~~security ofincidents ~~operations.~~could ~~Topic~~result ~~820-10~~in ~~establishes~~financial aloss, ~~fair~~operational ~~value~~disruption, ~~hierarchy~~loss ~~that~~of ~~prioritizes~~confidential ~~the~~information, ~~inputs~~reputational harm, tolitigation ~~valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets~~ or ~~liabilities~~regulatory ~~(Level 1 measurements)~~ scrutiny.

~~and~~Our ~~the~~compliance ~~lowest~~policies ~~priority~~and toprocedures may ~~unobservable~~not ~~inputs~~prevent ~~(Level~~all 3legal, ~~measurements).~~regulatory ~~Topic 820-10 defines fair value as the price that would be received to sell an asset~~ or ~~paid~~commercial ~~to transfer a liability in an orderly transaction between market participants on the measurement date~~risks. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability. The three levels of the fair value hierarchy under Topic 820-10 are described below:

~~Level~~Our 1business model may involve regulated activities, complex counterparties, site-specific obligations, financing arrangements, and metals-related transactions. ~~Valuations~~Even ~~based~~if we onadopt ~~quoted~~policies ~~prices~~and inprocedures ~~active~~relating ~~markets~~to ~~for~~compliance, ~~identical~~AML, ~~assets~~documentation, approval authority, disclosures or ~~liabilities~~operational ~~that~~controls, those anprocedures ~~entity~~may ~~has~~not ~~the~~be ~~ability~~sufficient to ~~access.~~detect ~~The~~or ~~Company~~prevent ~~has~~all noerrors, ~~Level~~fraud, 1misconduct, ~~assets~~regulatory issues or ~~liabilities~~commercial disputes.

~~Level~~Risks 2.Related ~~Valuations~~to ~~based~~Our onCorporate ~~quoted prices for similar assets or liabilities~~History, ~~quoted~~Reporting ~~prices~~Status and ~~for~~Investor identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.Perception

~~The~~Our ~~Company~~corporate ~~has~~history noincludes ~~Level~~multiple changes 2in ~~assets.~~business ~~The Company’s Level 2 liabilities consist of related party payables~~focus, ~~notes~~control ~~payable,~~ and ~~stockholder~~structure, ~~loans.~~which ~~Due~~may toaffect ~~the~~investor ~~short-term~~perception ~~nature of related party payables~~ and ~~stockholders loans, the fair values of these instruments approximate their respective carrying values~~execution. ~~The Company determines the fair value of notes payable based on the effective yields of similar obligations.~~

~~Level~~Historically, 3.the ~~Valuations~~Company ~~based~~has onundergone multiple ~~inputs~~changes ~~that~~in ~~are~~business ~~supported~~direction, bycontrol ~~little~~and orcorporate nostructure. ~~market~~This ~~activity~~history ~~and~~may ~~that~~make ~~are~~it ~~significant~~more difficult for investors, regulators, counterparties or analysts to ~~the~~evaluate ~~fair~~our ~~value~~long-term ofstrategy, ~~the~~may ~~assets~~create orreputational ~~liabilities.~~challenges, ~~The~~and ~~Company~~may ~~has~~complicate the nomarket’s ~~Level~~understanding 3of ~~assets~~our orcurrent ~~liabilities~~business model.

~~Liquidity~~More than eight years ago, we suspended our SEC reporting obligations, and ~~Capital~~our ~~Resources~~reporting history may affect investor confidence.

~~December~~On 31February 15, ~~2012~~2018, the Company suspended its SEC reporting obligations. Although the Company has since resumed its reporting status and is currently a reporting company under the Securities Exchange Act of 1934, certain investors, broker-dealers, analysts, commercial counterparties or other market participants may continue to consider the Company’s historical reporting status when evaluating the Company, which could adversely affect investor perception, trading liquidity, access to capital, or the market for our securities.

~~During~~We ~~the~~may ~~year~~be ~~ended~~subject ~~December~~to ~~31,~~additional ~~2012,~~scrutiny because ~~net~~our ~~cash~~financial ~~used~~reporting inand ~~the~~business ~~Company’s~~disclosures ~~operating~~involve ~~activities~~significant ~~totaled~~judgment ~~$46,483. Net cash realized from investing activities during 2012 totaled $35,680 from the Company’s oil~~ and ~~gas~~recent ~~ventures~~transition. During 2012 the Company used a total of $21,876 due to its financing activities. The Company had a currency exchange net loss of $881 on funds held in Canadian currency. For 2012, the Company’s cash balance decreased during the year by $33,560.

AtBecause ~~December~~our ~~31,~~current ~~2012,~~disclosures ~~the~~involve complex ~~Company~~accounting ~~had cash of $9~~conclusions,~~330,~~ ~~accounts~~substantial ~~receivable~~fair ofvalue ~~$31~~estimates,~~019~~ ~~and~~exploratory-stage ~~prepaid~~mining ~~services of $143~~properties,~~000~~ ~~that comprised the Company’s total current assets of $183,349. The Company’s property~~ and ~~equipment at December 31, 2012 had~~ a ~~net~~public-company ~~book value of $0~~transition narrative, ~~consisting~~we ofmay ~~furniture~~be ~~and~~subject ~~fixtures~~to ~~with~~heightened ascrutiny ~~cost~~from ~~basis~~regulators, ~~of $1~~investors,~~851~~ ~~net of accumulated depreciation of $1~~auditors,~~851.~~ ~~The~~counterparties ~~book~~or ~~value~~other inmarket ~~total fixed assets is due solely to depreciation~~participants. Such ~~The~~scrutiny ~~Company~~may ~~also~~increase ~~had accumulated net capitalized~~ costs ~~of oil & gas properties totaling $303~~,~~716,~~ ~~pre-paid~~consume ~~services~~management ~~of $262~~time,~~054,~~ ~~website~~or ~~development~~negatively ~~totaling~~affect ~~$9,879~~market ~~and $19,415 deferred offering costs at December 31, 2012, while the Company’s total assets at December 31, 2012 were $778,413~~perception.

At December 31, 2012, the Company had total current liabilities totaling $620,143 consisting of $203,621 in accounts payable, $11,982 due certain shareholders on their interest in the Company’s oil and gas net revenue, $372,701 due to related parties, $0 in notes payable, and $19,845 in shareholder loans. Additionally, the Company’s long term debt at December 31, 2012 included $11,994 on the Company’s accrued asset recovery obligations relating to oil and gas properties. Therefore, at December 31, 2012, the Company had total liabilities of $620,141.

The Company plans to enter into the mineral extraction service industry and anticipates significant increases in its cash needs in order to execute its business plan. The operations of its oil and gas business are not expected to provide sufficient working capital to pursue this new line of business; therefore the Company will require additional financing to meet its objectives. Additionally, as part of its business plan and the acquisition of Goldfield International, Inc. the Company is obligated to pay $100,000 to its former shareholder in 2013, the Company has entered into a month-to-month lease for $8,000 per month. Finally, as part of that acquisition the Company entered into a consulting agreement with Goldfield’s former sole shareholder and officer that provides payments of $5,000 per month and a percentage of net sales generated from the Goldfield facilities. Collectively the forgoing are significant additional expenses which the Company will continue to incur in the future. The Company had no other long term liabilities, commitments or contingencies. Other than anticipated exploration costs associated with the mineral and oil interests that the Company acquired and the anticipated increases in the legal and accounting costs associated with being a public company, Company management is not aware of any other known trends, events or uncertainties which may affect the Company’s future liquidity.

At December 31, 2012, the Company had a stockholders’ equity totaling $158,270.

December 31, 2011

During the year ended December 31, 2011, net cash used in the Company’s operating activities totaled $132,527. Net cash used in investing activities during 2011 totaled $190,419 and consisted of costs incurred in the Company’s oil and gas ventures. During 2011 the Company received a total of $160,000 from private sales of units consisting of shares of the Company’s common stock and royalty interest in the Company’s oil and gas production. The Company had a currency exchange net gain of $734 on funds held in Canadian currency. For 2011, the Company’s cash balance decreased during the year by $162,212.

AtGeneral ~~December~~Risk 31, 2011, the Company had cash of $42,890 and accounts receivable of $61,486 that comprised the Company’s total current assets totaling $104,376. The Company’s property and equipment at December 31, 2011 had a net book value of $0, consisting of furniture and fixtures with a cost basis of $1,851 net of accumulated depreciation of $1,851. The decrease in total fixed assets is due solely to depreciation. The Company also had accumulated net capitalized costs of oil & gas properties totaling $398,143, and $98,357 deferred offering costs at December 31, 2011, while the Company’s total assets at December 31, 2011 were $600,876.Factors

AtForward-looking ~~December~~statements ~~31,~~are ~~2011,~~inherently uncertain ~~the Company had total current liabilities totaling $943,109 consisting of $128,339 in accounts payable, $36,303 due certain shareholders on their interest in the Company’s oil~~ and ~~gas~~actual ~~net~~results ~~revenue,~~may ~~$333,674~~differ ~~due to related parties, $424,948 in notes payable, and $19,845 in shareholder loans~~materially. ~~Additionally, the Company’s long term debt at December 31, 2011 included $11,725 on the Company’s accrued asset recovery obligations relating to~~ ~~oil and gas properties. Therefore, at December 31, 2011, the Company had total liabilities of $954,834. The Company had no other long term liabilities, commitments or contingencies.~~

AtThis ~~December~~Annual 31Report on Form 10-K contains forward-looking statements regarding our strategy, ~~2011~~operations, ~~the~~plans, ~~Company~~opportunities, ~~had~~financing, avaluations, ~~stockholders~~development timetable and other non-historical matters. These statements are based on management’s ~~deficit~~current ~~totaling~~beliefs ~~$353~~and assumptions and are subject to numerous risks and uncertainties,~~958~~ many of which are beyond our control. Actual results may differ materially from those expressed or implied in any forward-looking statement.

~~Results~~Any of ~~Operations~~the foregoing risks, individually or in the aggregate, could materially adversely affect us.

The ~~following~~occurrence ~~presents~~of anany ~~overview~~one or more of the foregoing risks could materially adversely affect our business, financial condition, results of operations, ~~for~~cash flows, prospects, and the ~~year~~market ~~ended~~price ~~December~~of ~~31,~~our ~~2012,~~securities. ~~compared~~In toaddition, the ~~year~~risks ~~ended~~described ~~December~~in 31this Item 1A may interact, ~~2011~~compound one another, or occur simultaneously, thereby magnifying their effect.

~~For~~Item 1B. ~~the~~Unresolved ~~Year~~Staff ~~Ended December 31, 2012 versus December 31, 2011~~Comments

~~Revenues~~The Company has received comment letters from the staff of the Securities and ~~Gross~~Exchange ~~Profit~~Commission in connection with its filings under the Securities Exchange Act of 1934. As of December 31, 2025, certain comments remained under review and subject to ongoing correspondence with the staff. The Company is actively working to respond to and resolve all outstanding comments.

The Company’s revenue for 2012 was $357,943 with associated production and royalty costs of $314,996 as compared to 2011 revenue totaling $524,825 with associated production and royalty costs for the year of $495,509Item 1C. ~~The Company’s gross profit (loss) from oil and gas operations for 2012 and 2011 before other operating expenses amounted to ($42,947) and ($29,316), respectively.~~Cybersecurity

The Company’s ~~incurred~~recognizes ~~other~~the ~~administrative~~importance ~~expenses in 2012 included related party consulting fees~~ of maintaining ~~$127,328,~~the ~~related~~security ~~party rent of $15,908, professional fees of $253,282~~ and ~~other~~integrity ~~general and administrative expenses~~ of ~~$43,802.~~its ~~The~~information ~~Company’s~~systems ~~incurred other administrative expenses in 2011 included related party consulting fees of $180,000, related party rent of $16,094, professional fees of $100,891~~ and ~~other general and administrative expenses of $24,861~~data. The Company’s ~~loss from~~ operations ~~for~~currently ~~2012~~involve ~~was~~limited information ~~$397,373~~technology ~~compared to the Company’s loss from operations in 2011 of $292~~infrastructure,~~530. Other~~ ~~expenses~~consisting ~~for~~primarily ~~the two years consist~~ of ~~accrued~~standard ~~interest~~business onsystems, ~~notes~~cloud-based ~~payable~~accounting ~~amounting to $28~~platforms,~~517~~ ~~in 2012~~ and administrative ~~$46,876~~communication ~~in 2011~~tools. ~~The Company’s net loss for 2012 was $454,007 compared to $339,406 in 2011.~~

OnThe ~~July~~Company ~~23,~~has ~~2012,~~implemented ~~the~~basic ~~Company~~cybersecurity measures ~~settled~~appropriate ~~the~~to ~~total~~its ~~balance~~size ~~owed~~and ~~Integrated~~stage ~~Business~~of ~~Concepts~~development, ~~Inc.~~including ofpassword ~~$434~~protection,~~632~~ ~~for~~access $2controls,~~461.~~ ~~The~~data ~~Company~~backup ~~realized~~procedures, and athe ~~gain~~use ~~on extinguishment~~ of ~~debt~~reputable ~~including~~third-party ~~cumulative~~service ~~foreign~~providers ~~currency~~with ~~adjustments~~established ~~totaling~~cybersecurity ~~$437,883, which was credited to income~~protections.

OnThe ~~November 20, 2012, the~~ Company ~~entered~~has ~~into~~not aexperienced ~~series~~any ofcybersecurity incidents ~~agreements~~that ~~whereby~~have amaterially ~~debt of $59~~affected,~~000~~ ~~owed~~or toare ~~Randall~~reasonably ~~Lanham,~~likely ~~Esquire and his firm for past legal services as general counsel~~ to ~~the~~materially ~~Company was extinguished in exchange for the issuance of common shares. Mr. Lanham assigned $40~~affect,~~000~~ of the ~~debt obligation to four entities and one individual. The~~ Company’s ~~issue~~business 8strategy,~~000,000~~ results ~~restricted shares~~ of ~~its common stock to these assignees in exchange for the forgiveness of the $40~~operations,~~000~~ ofor ~~debt~~financial ~~they collectively held~~condition. ~~The 8,000,000 common shares were valued at $400,000.~~

~~The~~Management ~~remaining~~is ~~$19,000~~responsible ~~debt was also forgiven in exchange~~ for ~~the~~overseeing cybersecurity ~~issuance~~risk ofand ~~2,500,000~~periodically ~~shares~~evaluates of the Company’s ~~common~~information ~~stock.~~technology ~~The~~systems ~~2,500,000 shares were valued at $125,000~~ and ~~the~~service ~~Company~~providers ~~recognized~~to aidentify potential ~~loss~~risks ~~of $466,000 on the transaction. The 2,500,000 shares were issued through the Company’s 2012 Stock Incentive Plan~~ and ~~are~~implement ~~not~~appropriate ~~restricted and are available for sale~~safeguards.

The Company’s Plan of Operation for the Next Twelve Months.

The Company’s new business focus is to enter the business of mineral processing, certification, equipment manufacturing and sales. The new CEO expects to engage a management team experienced in creating and operating mining companies and intends to focus on the identification, certification and sale of undervalued assets. The company plans to engage in the extraction of precious metals from ore bodies and reclaimed tailings. The Company intends to continue to raise additional capital for this new line of business although no assurances can be made that it will be successful in doing so or that if it is, that the terms of such additional financing will be favorable to the company and its existing shareholders.

~~The~~Item Company’s forecast for the period for which the Company’s financial resources will be adequate to support operations involves risks and uncertainties and actual results could differ as a result of a number of factors2. As Stated, the Company plans to enter into the mineral extraction service industry and anticipates significant increases in its cash needs in order to execute its business plan. The operations of its oil and gas business are not expected to provide sufficient working capital to pursue this new line of business; therefore the Company will require additional financing to meet its objectives. Additionally, as part of its business plan and the acquisition of Goldfield International, Inc. the Company is obligated to pay $100,000 to its former shareholder in 2013, the Company has entered into a month to month lease for $8,000 per month. Finally, as part of that acquisition the Company entered into a consulting agreement with Goldfield’s former sole shareholder and officer that provides payments of $5,000 per month and a percentage of net sales generated from the Goldfield facilities. Collectively the forgoing are significant additional expenses which the Company will continue to incur in the future. Other than anticipated explorations costs associated with the mineral and oil interests that the Company acquired and the anticipated increases in the legal and accounting costs associated with being a public company, Company management is not aware of any other known trends, events or uncertainties which may affect the Company’s future liquidity.Properties

InSkull ~~the~~Valley ~~event~~Tailings that the Company experiences a shortfall in capital, the Company intends to pursue opportunities to raise funds through public or private financing as well as through borrowings and via other resources, such as the Company’s officers, directors and principal shareholders. The Company cannot guaranty that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then the Company’s ability to expandProject operations may be significantly hindered. If adequate funds are not available, the Company believes that the Company’s officers, directors and principal shareholders will contribute funds to pay for the Company’s expenses to achieve the Company’s objectives over the next twelve months.

The Company’s ~~belief~~primary ~~that~~mineral ~~the~~property is ~~Company’s officers, directors and principal shareholders will pay~~ the ~~Company’s~~Skull ~~expenses~~Valley istailings ~~based~~project onlocated ~~the~~in ~~fact~~Yavapai ~~that the Company’s officers~~County, ~~directors~~Arizona. ~~and~~The ~~principal~~project ~~shareholders~~consists ~~collectively own approximately 71.02%~~ of ~~the~~previously ~~Company’s~~processed ~~outstanding~~mine ~~common~~tailings situated ~~stock~~on ~~and~~approximately ~~will~~377.11 ~~likely~~acres ~~continue to pay the Company’s expenses as long as they maintain their ownership~~ of ~~the~~Arizona ~~Company’s~~State ~~common~~trust ~~stock, so long as they do not incur financial hardship~~land.

The ~~Company~~property is ~~not~~held ~~currently~~through ~~conducting~~a ~~any~~Common ~~research~~Variety Mineral ~~and~~Materials ~~development~~Lease ~~activities~~issued ~~and~~by ~~management~~the ~~does~~Arizona ~~not~~State ~~anticipate~~Land ~~conducting~~Department ~~such~~(“ASLD”) ~~activities~~to inPeeples, ~~the near future~~Inc., Ina ~~the~~wholly ~~event~~owned ~~that~~subsidiary of the Company’s. ~~customer~~The ~~base~~lease ~~expands~~has an effective date of May 2, ~~then~~2023, ~~management~~and expires on May 1, 2043, representing a 20-year initial term. The lease is not renewable; however, continuation beyond the expiration date may ~~need~~occur tothrough ~~hire~~a ~~additional~~discretionary ~~employees~~extension orapproved by ~~independent~~the ~~contractors~~Arizona asState ~~well~~Land asCommissioner ~~purchase~~for a period not to exceed ten years, or ~~lease~~through ~~additional~~the ~~equipment~~issuance of a new lease.

~~Effects~~Under the terms of ~~Inflation~~the lease, the Company is obligated to pay annual rent of approximately $8,386 and ~~Pricing~~a minimum annual royalty of $24,000, payable regardless of production. The lease also provides for a royalty equal to eight percent of the applicable royalty base on the primary mineral commodity, identified as precious metals, including gold. Additional royalties are payable on other mineral materials removed from the property, and a three percent administrative fee applies to royalties.

The ~~oil~~Company ~~and gas industry~~ is ~~cyclical~~required ~~and~~to ~~the~~maintain ~~demand~~a ~~for~~reclamation bond ~~goods~~in ~~and services by oil field companies, suppliers and others associated with~~ the ~~industry~~amount ~~put~~of ~~significant pressure on the economic stability and pricing structure within the industry. Typically~~$70,000 ~~as prices for oil~~ and ~~natural~~to ~~gas~~carry ~~increase~~specified ~~all~~insurance ~~other associated costs increase as well. Conversely~~coverages, inincluding ageneral ~~period of declining prices~~liability, ~~associated cost declines are likely to lag and may not adjust downward in proportion to the declining prices. Material changes in prices also impact our current revenue stream~~umbrella, ~~estimates of future reserves~~vehicle, ~~impairment assessments of oil and natural gas properties~~workers’ compensation, and ~~values~~pollution ofliability ~~properties in purchase and sale transactions~~insurance. ~~Material~~The ~~changes~~lease inis ~~prices~~subject ~~can impact the value of oil and gas companies and their ability~~ to ~~raise~~customary ~~capital~~operational, ~~borrow~~environmental, ~~money~~reporting, and ~~retain~~reclamation obligations ~~personnel.~~applicable ~~While we do not currently expect business costs~~ to ~~materially~~Arizona ~~increase,~~State ~~higher~~trust ~~prices~~land ~~for~~mineral ~~oil and natural gas could result in increases in the costs of materials, services and personnel~~leases.

~~Off-Balance~~The ~~Sheet~~lease ~~Arrangements~~continuation and compliance process was completed in January 2026, effective retroactively to May 2, 2023. During 2025, the Company spent approximately eleven months building upon the ongoing renewal work previously initiated by Peeples, culminating in the completion of bonding, insurance, and compliance requirements necessary to place the lease in full operational standing. Upon completion of these requirements, the reclamation bond and insurance were placed, and the site became fully accessible for planned technical work.

WeThe ~~currently~~Company dohas ~~not~~engaged ~~have~~a ~~any~~Qualified ~~off~~Person to conduct a multi-~~balance~~phase ~~sheet~~technical ~~arrangements~~evaluation ~~that~~of ~~have~~the ortailings ~~are~~and ~~reasonably~~related ~~likely~~mineral toassets. ~~have~~Phase a1 ~~current~~consists orof ~~future~~site ~~effect~~inspection and technical analysis. Based on ~~our~~the ~~financial~~results ~~condition~~of Phase 1, ~~changes~~the inQualified ~~financial~~Person ~~condition~~will determine the scope, ~~revenues~~drilling orrequirements, ~~expenses~~and cost estimates for Phase 2, ~~results~~which is expected to include preparation of ~~operations,~~a ~~liquidity~~technical report under Regulation S-K 1300. As of the date of this report, ~~capital~~no ~~expenditures~~mineral resources or ~~capital~~reserves ~~resources~~have ~~that~~been isestablished ~~material~~on tothe ~~investors~~property under Regulation S-K 1300.

~~ITEM~~Other ~~7A. QUANTITATIVE~~Mineral ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Properties

AsIn aaddition ~~“smaller~~to ~~reporting~~the ~~company~~Skull Valley tailings project,” asthe ~~defined~~Company inholds ~~Rule~~two ~~12b~~exploration-2stage ofmineral ~~the~~leases ~~Exchange~~through ~~Act~~California Precious Metals LLC, a wholly owned subsidiary acquired on December 31, 2024. These leases are administered by the ~~Company~~U.S. isBureau ~~not~~of ~~required~~Land toManagement ~~provide~~and are currently in the ~~information~~evaluation stage. ~~called~~No compliant technical reports have been prepared for bythese ~~this~~properties, ~~Item~~and they have not been assigned a book value pending technical review.

ITEM 8. FINANCIAL STATEMENTS

Our financial statements required by this item are set forth immediately following the signature page to this annual report on Form 10-K beginning on page F-1 and are incorporated herein by reference.

~~ITEM~~The ~~9. CHANGES~~Company INexpects ~~AND~~to ~~DISAGREEMENTS~~evaluate ~~WITH~~these ~~ACCOUNTANTS~~properties under ONRegulation ~~FINANCIAL~~S-K ~~DISCLOSURE~~1300 to determine their technical and economic viability and to pursue monetization opportunities based on the results of those evaluations.

~~There have been no changes in or disagreements with the Company’s accountants since the Company’s formation required to be disclosed pursuant to~~ Item ~~304(b)~~3. ofLegal ~~Regulation S-K.~~Proceedings

~~ITEM~~The 9ACompany is not presently involved in any material legal proceedings. ~~CONTROLS~~ ~~AND~~The ~~PROCEDURES~~Company is not aware of any pending or threatened legal actions that, if determined adversely, would have a material adverse effect on its business, financial condition, or results of operations.

~~Disclosure~~Item ~~Controls~~4. ~~and~~Mine ~~Procedures~~Safety Disclosures

~~(a)~~Not ~~Evaluation of disclosure controls and procedures~~applicable. Company management maintains controls and procedures designed to ensure that information required to be disclosed in the reports that is filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed as of December 31, 2012, the date of this report, the Company’s chief executive officer and the principal financial officer concluded that the Company’s disclosure controls and procedures were effective.

~~(b)~~PART Changes in internal controls. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the chief executive officer and principal financial officer.II

~~The~~Item ~~Company’s~~5. ~~Chief~~Market ~~Executive Officer and Chief Financial Officer are responsible~~ for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the CompanyRegistrant’s Common ~~principal executive and principal financial officers and effected by the Company’s Board of Directors~~Equity, ~~management~~Related ~~and~~Stockholder ~~other~~Matters ~~personnel, to provide reasonable assurance regarding the reliability of financial reporting~~ and ~~the~~Issuer ~~preparation~~Purchases of ~~financial~~Equity ~~statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:~~Securities

●Trading pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of management and the Company’s directors; 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.Information

~~Because~~The ~~of its inherent limitations, the~~ Company’s ~~internal~~common ~~control~~stock ~~over~~trades on financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the ~~risk~~OTCID ~~that~~tier ~~controls~~(formerly ~~may~~OTC ~~become~~Pink) ~~inadequate~~under ~~because of changes in conditions, or that~~ the ~~degree~~symbol ~~of compliance with the policies or procedures may deteriorate~~“RITE.”

AsShareholder part of the Company’s compliance efforts relative to Section 404 of the Sarbanes-Oxley Act of 2002, the Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012. In making this assessment, management used the criteria set forth in the Internal Control - Integrated Framework by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Company management evaluated control deficiencies identified through the Company’s test of the design and operating effectiveness of controls over financial reporting to determine whether the deficiencies, individually or in combination, are significant deficiencies or material weaknesses. In performing the assessment, the Company’s management has identified material weaknesses in internal control over financial reporting existing as of December 31, 2012. The Company’s evaluation of the significance of each deficiency included both quantitative and qualitative factors. Based on that evaluation, the Company’s management concluded that as of December 31, 2012, and as of the date that the evaluation of the effectiveness of the Company’s internal controls and procedures was completed, the Company’s internal controls are not effective, for the reason discussed below:Information

1.As ~~Company~~of ~~management~~December ~~does~~31, ~~not~~2025, ~~yet have written documentation of~~ the Company’s ~~internal~~had approximately ~~control~~one ~~policies~~hundred ~~and~~seventy-three ~~procedures.~~(173) ~~Written~~shareholders ~~documentation~~ of ~~key~~record ~~internal controls over financial reporting is a requirement Section 404~~ of ~~the~~its ~~Sarbanes-Oxley~~common ~~Act and may be applicable to the Company in future years~~stock.

2.The Company’s ~~management~~transfer ~~does~~agent ~~not~~for its ~~have~~common ~~sufficient~~stock ~~segregation of duties within accounting functions, which~~ is aNevada ~~basic~~Agency ~~internal~~and ~~control.~~Transfer ~~Due to the~~ Company’s ~~extremely~~(“NATCO”). ~~small~~The ~~size and the fact that the~~ Company ~~has~~acts ~~only~~as ~~had~~its ~~one~~own ~~management~~transfer ~~employee,~~agent ~~whom~~for isall securities ~~also~~other anthan ~~executive~~its ~~officer~~common stock and ~~director,~~holds ~~segregation~~those ofpositions ~~all~~in ~~conflicting~~book-entry ~~duties~~form. ~~may~~In ~~not~~the ~~always~~event bethat ~~possible~~certificates ~~and~~are ~~may not be economically feasible. However~~requested, to the ~~extent~~Company ~~possible,~~affixes the ~~initiation~~appropriate oflegend ~~transactions,~~to the ~~custody~~certificates ofin ~~assets and~~ the ~~recording~~course of ~~transactions~~their ~~should be performed by separate individuals~~issuance.

Dividend Policy

The Company has not declared or paid any cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future. The Company currently intends to retain any future earnings to fund the development and growth of its business.

3.Unregistered ~~The~~Sales ~~Company currently does not employ any full-time accounting personnel, which means the Company lacks the requisite expertise in the key functional areas~~ of ~~finance~~Equity ~~and accounting. In addition, this means that the Company does not have available personnel to properly implement control procedures.~~Securities

4.During ~~The~~the year ended December 31, 2025, the Company ~~does~~issued certain securities that were not ~~have~~registered aunder ~~functioning~~the ~~audit~~Securities ~~committee~~Act orof ~~outside~~1933, ~~independent~~as ~~directors~~amended (the “Securities Act”). These issuances included sales of newly issued securities, ~~resulting~~issuances infor ~~ineffective~~services, ~~oversight~~securities issued in ~~the~~exchange ~~establishment~~for other assets, and ~~monitoring~~shares issued upon conversion of ~~required~~preferred ~~internal~~stock. ~~controls~~The ~~and~~transactions ~~procedures~~described below were completed in reliance on applicable exemptions from the registration requirements of the Securities Act, as described in each subsection.

5.Each ~~Company~~recipient ~~management~~of ~~has~~securities ~~not~~in ~~established~~the ~~adequate~~transactions described ~~financial~~below ~~reporting~~either ~~monitoring~~received ~~activities~~or tohad ~~mitigate~~adequate ~~the~~access ~~risk~~to ofinformation ~~management~~about ~~override,~~the ~~specifically~~Company ~~because~~through ~~there~~their ~~are~~relationship nowith ~~employees~~the ~~and~~Company, through ~~only~~the ~~one~~Company’s ~~officer~~public ~~and~~filings, ~~director~~through ~~with~~documentation ~~management~~requested ~~functions~~of and ~~therefore~~supplied ~~there~~by the Company ~~lacks~~pursuant ~~segregation~~to ofan ~~duties~~executed non-disclosure agreement, and/or through discussions with the Company.

6.Series ~~There~~C isPreferred a strong reliance on the external auditors and contract accountants to review and adjust the annual and quarterly financial statements, to monitor new accounting principles, and to ensure compliance with GAAP and SEC disclosure requirements.Stock

7.During ~~There~~the isyear aended ~~strong~~December ~~reliance~~31, on 2025, the ~~external~~Company ~~attorneys~~issued an aggregate of 2,010 shares of Series C Preferred Stock pursuant to ~~review~~the exercise of contractual purchase rights and ~~edit~~similar rights granted under written consulting, investment banking, and related arrangements. Of these issuances, certain shares were issued for aggregate consideration consisting of cash proceeds and the ~~annual~~conversion and ~~quarterly~~settlement ~~filings~~of outstanding short-term loans and liabilities totaling $258,100, and certain shares were issued in exchange for services valued at $173,600 based on the fair value of the services provided. The aggregate recorded consideration for all Series C Preferred Stock issued during the year totaled $431,700, consistent with the amounts reflected in the Company’s consolidated financial statements. The Company also received $2,365 in option premiums in connection with contractual purchase rights to ~~ensure~~acquire ~~compliance~~Series C Preferred Stock; no preferred shares were issued in connection with ~~SEC~~the ~~disclosure~~receipt ~~requirements~~of these premiums. The Company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act for these issuances, as the transactions were privately negotiated, did not involve any general solicitation or advertising, and the recipients were sophisticated parties with access to material information regarding the Company.

InDuring ~~light of~~ the ~~material~~year ~~weaknesses~~ended ~~described~~December ~~above~~31, 2025, the Company ~~management~~issued ~~performed~~an ~~additional~~aggregate ~~analysis~~of ~~and~~342,000,000 ~~other~~shares ~~post-closing~~of ~~procedures~~common tostock ~~ensure~~upon the ~~Company’s~~conversion ~~financial~~of ~~statements~~an ~~were~~aggregate ~~prepared~~of in855 ~~accordance~~shares ~~with~~of ~~generally~~Series C ~~accepted~~Preferred ~~accounting principles~~Stock. ~~Accordingly,~~These ~~Company~~conversions ~~management~~occurred ~~believe~~pursuant ~~that~~to the ~~financial~~designation ~~statements~~terms ~~included~~of inthe ~~this~~Series ~~Report~~C ~~fairly~~Preferred ~~present,~~Stock inand ~~all~~involved ~~material~~no additional ~~respects,~~consideration. ~~the~~The Company’s ~~financial~~relied ~~condition,~~on ~~results~~the exemption from registration provided by Section 3(a)(9) of ~~operations~~the Securities Act, and ~~cash~~the ~~flows~~restriction ~~for~~status of the ~~periods~~Series ~~presented~~C Preferred Stock was carried over to the newly issued common stock.

InSeries ~~addition,~~D ~~although~~Preferred the Company’s controls are not effective, these significant weaknesses did not result in any material misstatements in the Company’s financial statements. The Company’s management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which is intended to mitigate the lack of segregation of duties until there are sufficient personnel and (3) has, subsequent to the evaluation period, appointed outside directors and will establish an audit committee in the future.Stock

~~Changes~~During inthe ~~Internal~~year ~~Control~~ended ~~over~~December ~~Financial~~31, ~~Reporting~~2025, the Company issued an aggregate of 4,100 shares of Series D Preferred Stock and 4,100 warrants to acquire additional shares of Series D Preferred Stock to certain holders pursuant to a Regulation D, Rule 506(c) offering, for total cash proceeds of $102,500.

~~Other~~In ~~than~~addition, during the ~~weaknesses~~year ~~identified~~ended ~~above~~December 31, ~~there~~2025, ~~were~~the noCompany ~~other~~issued ~~changes~~an inaggregate ~~the~~of ~~Company’s~~55,200 ~~internal~~shares ~~control~~of ~~over~~Series ~~financial~~D ~~reporting~~Preferred ~~that~~Stock ~~occurred~~and ~~during~~55,200 ~~the~~warrants ~~Company’s~~to ~~most~~acquire ~~recent~~additional shares ~~fiscal~~of ~~quarter~~Series ~~that~~D ~~have~~Preferred ~~materially~~Stock ~~affected~~to Abstract, ora ~~are~~significant ~~reasonably~~shareholder ~~likely~~of the Company that is managed and controlled by Lloyd B. Hendricks, III, and to ~~materially~~Commodity ~~affect~~Capital, which is managed by Abstract and partially owned by Abstract and the two adult children of the Company’s ~~internal~~President, ~~control~~in ~~over~~exchange ~~financial~~for ~~reporting~~aggregate non-cash consideration consisting of $1,380,000 in mineral production payment royalty interests.

Attestation Report of the Registered Public Accounting Firm

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

ITEM 9B. OTHER INFORMATION.

On March 1, 2013 the Company changed its principal executive office address to 55 South Geneva Road, Lindon, Utah 84042.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names and ages of the Company’s current directors and executive officers.

The Company’s Board of Directors appoints the Company’s executive officers. Directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. There are no family relationships among the Company’s directors, executive officers, or director nominees.

Name/Address	Age	Position
Guy Peckham 55 South Geneva Road Lindon, Utah 84042	49	Principal Executive Officer, Principal Accounting Officer, President, CEO and Director
Roger Janssen 55 South Geneva Road Lindon, Utah 84042	49	Vice- President, Treasurer Secretary, Director

The royalty interests were conveyed to the Company in full satisfaction of the applicable subscription amounts. In connection with these transactions, the Company granted the transferors a contractual option to repurchase the royalty interests at a price equal to 110% of the original subscription amount, with such repurchase price increasing at a rate of 2% per month, compounded monthly.

~~Guy~~The ~~Peckham,~~Company ~~Principal~~may ~~Executive~~realize ~~Officer,~~cash ~~Principal~~from ~~Accounting~~the ~~Officer,~~royalty interests ~~President,~~in ~~CEO~~accordance ~~and~~with ~~Director.~~their ~~Mr.~~contractual ~~Peckham~~terms ~~has~~through ~~been~~royalty ancash ~~entrepreneur~~flows ~~and~~generated ~~business~~by ~~consultant~~the ~~for~~underlying ~~the~~asset ~~past~~or 20through ~~years.~~exercise of ~~Structuring,~~the ~~developing~~contractual ~~and~~repurchase ~~financing~~option. ~~early~~The ~~stage~~Company ~~companies~~retains ~~with~~the ~~both~~right ~~private~~to ~~and~~sell ~~public~~or ~~equity.~~otherwise ~~During~~transfer the ~~past~~royalty ~~7 years~~interests, ~~Mr.~~subject to ~~Peckham~~notice ~~has~~provisions, ~~been~~and ~~working~~the inrepurchase ~~China~~option asautomatically anterminates ~~independent~~upon ~~consultant~~a ~~and~~permitted ~~executive~~sale. ~~for~~The ~~boutique~~accretion ~~venture~~mechanism ~~capital~~reflects a ~~firms.~~negotiated ~~Mr.~~increase ~~Peckham~~in ~~was~~agreed ~~former~~asset ~~President~~value and ~~Director~~does ~~from~~not ~~December~~represent ~~11,~~interest ~~2006~~or ~~through~~indebtedness. ~~April~~The 8,repurchase ~~2010~~feature ofconstitutes a ~~Green~~contractual ~~Energy~~option ~~Renewable~~only ~~Solutions,~~and ~~Inc.,~~does ~~(formerly~~not ~~Eworld~~create ~~Interactive,~~any ~~Inc.~~obligation ~~through~~of ~~2012-02-28~~the ~~and~~Company ~~formerly~~to ~~Saltys~~repurchase ~~Warehouse,~~or ~~Inc.~~redeem ~~through~~any ~~2007-01-31)~~securities or otherwise repay any amount.

~~Roger~~During ~~Janssen,~~the ~~Vice-President,~~year ~~Treasurer,~~ended ~~Secretary~~December ~~and~~31, ~~Director.~~2025, the ~~Mr.~~Company ~~Janssen~~issued ~~has~~an ~~over~~aggregate ~~twenty~~of ~~one~~1,500,000,000 ~~years~~shares of ~~experience~~common instock upon the ~~manufacturing~~conversion ~~industry.~~of ~~For~~an ~~the~~aggregate ~~past~~of ~~seventeen~~60,000 ~~years~~shares heof Series ~~has~~D ~~owned~~Preferred ~~and~~Stock. ~~operated~~These ~~his~~conversions ~~own~~occurred ~~business,~~pursuant ~~which~~to ~~produces~~the ~~aeronautical~~designation ~~and~~terms ~~marine~~of ~~components, in~~ the ~~greater~~Series ~~Seattle~~D ~~area,~~Preferred ~~with~~Stock ~~clients,~~and ~~including:~~involved no ~~Boeing,~~additional ~~Microsoft,~~consideration. ~~Starbucks~~The ~~Corporation,~~Company ~~Precor~~relied ~~and~~on ~~Eldec.~~the ~~Mr.~~exemption ~~Janssen~~from ~~has~~registration ~~guided~~provided ~~several~~by ~~manufacturing~~Section ~~companies~~3(a)(9) ~~during~~of ~~their~~the ~~start-up~~Securities Act, ~~phase~~ and ~~has~~the ~~traveled~~restriction ~~internationally~~status asof athe ~~manufacturing~~Series ~~consultant.~~D ~~Mr.~~Preferred ~~Janssen~~Stock ~~has~~was ~~been~~carried aover ~~director~~to of the ~~company~~newly ~~since~~issued ~~October~~common ~~1, 2002~~stock.

~~Directors~~Common Stock

~~Each~~During ~~director serves until~~ the ~~Company’s~~year ~~next~~ended ~~annual~~December ~~meeting~~31, of 2025, the ~~stockholders~~Company orissued ~~unless~~an ~~they~~aggregate ~~resign~~of ~~earlier. The~~17,000,000 ~~Board~~shares of ~~Directors~~common ~~elects~~stock ~~officers~~to ~~and~~an ~~their~~unaffiliated ~~terms~~third ofparty ~~office~~in ~~are~~exchange atfor ~~the~~90,000 ~~discretion~~restricted shares of ~~the~~Creatd, ~~Board of Directors~~Inc. ~~Each~~ of(Ticker ~~the~~Symbol: ~~Company’s~~CRTD). ~~directors~~The ~~serves~~transaction ~~until~~was ~~his~~effected orpursuant ~~her~~to ~~successor is elected and qualified. Each of~~ the ~~Company’s~~exemption ~~officers~~provided ~~is elected~~ by ~~the~~Section ~~Board of Directors to~~ 4(a ~~term of one~~ )(1) of ~~year~~the ~~and~~Securities ~~serves~~Act. ~~until~~The ~~his~~sole orconsideration ~~her~~received ~~successor~~was ~~is duly elected and qualified, or until he or she is removed from office. At~~ the ~~present~~fair ~~time,~~market ~~members~~value of the ~~Board~~CRTD ofshares, ~~Directors~~which ~~are~~was ~~not~~recorded ~~compensated~~at ~~in cash~~ $25,500 for ~~their~~accounting ~~services to the Board~~purposes.

~~Compliance~~During ~~with~~the year ended December 31, 2025, the Company also issued an aggregate of 5,000,000 shares of common stock to one holder as compensation for services rendered. The shares were valued at approximately $31,000 based on the fair value of the services provided. The Company relied on the exemption from registration provided by Section 164(a)(2) of the Securities ~~Exchange~~ Act, ofas ~~1934~~the transaction was privately negotiated, did not involve general solicitation or advertising, and the recipient was a sophisticated party with access to material information regarding the Company.

~~Section~~Cash ~~16(a)~~proceeds offrom the ~~Securities~~above ~~Exchange~~transactions were ~~Act~~deposited ofinto ~~1934, as amended requires~~ the Company’s ~~directors~~operating ~~and~~account ~~officers,~~ and ~~persons~~used ~~who~~for ~~own~~working ~~more~~capital ~~than~~purposes. ~~ten-percent~~No ~~(10%)~~underwriters ofor ~~the~~placement ~~Company’s~~agents were ~~common~~involved ~~stock, to file with the Securities and Exchange Commission reports of ownership on Form 3 and reports of change~~ in ~~ownership~~any ~~on Forms 4 and 5. Such officers, directors and ten-percent stockholders are also required to furnish the Company with copies~~ of ~~all Section 16(a) reports they file. Based solely on its review of~~ the ~~copies~~above ~~of such forms received by the Company and on written representations from certain reporting persons~~transactions, ~~the Company believes that all Section 16(a) reports applicable to its officers, directors~~ and ~~ten-percent~~no ~~stockholders~~commissions ~~with respect to the fiscal year ended December 31, 2012~~ were ~~filed timely; with the exception that the Company believes that initial filings by the currently listed beneficial holders were not filed timely~~paid.

Nominating Committee

The Company's entire Board participates in consideration of director nominees. The Board will consider candidates with previous experience as a board member or senior officer of a company or who are generally recognized in a relevant field as a well-regarded practitioner, faculty member or senior government officer. The Board will also evaluate whether the candidates' skills and experience are complementary to the existing Board's skills and experience as well as the Board's need for operational, management, financial, international, technological or other expertise. The Board will interview candidates that meet the criteria and then select nominees that Board believes best suit the Company's needs.

The Board will consider qualified candidates suggested by stockholders for director nominations. Stockholders can suggest qualified candidates for director nominations by writing to the Company's Corporate Secretary, Roger Janssen, at 55 South Geneva Road Lindon, Utah 84042. Submissions that are received that meet the criteria described above will be forwarded to the Board for further review and consideration. The Board will not evaluate candidates proposed by stockholders any differently than other candidates.

~~Audit~~Issuer ~~Committee~~Purchases ~~Financial~~of ~~Expert~~Equity Securities

The Company’s ~~Board~~did ~~of Directors does~~ not ~~have~~repurchase an “audit committee financial expert,” within the meaning of such phrase under applicable regulations of the Securities and Exchange Commission, serving on its audit committee. The Board of Directors believes that all members of its audit committee are financially literate and experienced in business matters, and that one or more members of the audit committee are capable of (1) understanding generally accepted accounting principles and financial statements, (2) assessing the general application of GAAP principles in connection with the Company’s accounting for estimates, accruals and reserves, (3) analyzing and evaluating the Company’s financial statements, (4) understanding the Company’s internal controls and procedures for financial reporting; and (5) understanding audit committee functions, all of which are attributes of an audit committee financial expert. However, the Board of Directors believes that there are not any ~~audit committee members who has obtained these attributes through the experience specified in the SEC’s definition~~ of “audit committee financial expert.” Further, like many small companies, it is difficult for the Company to attract and retain board members who qualify as “audit committee financial experts,” as competition for these individuals is significant. The board believes that its equity ~~current~~securities ~~audit~~during ~~committee is able to fulfill its role under SEC regulations despite not having a designated “audit committee financial expert.” Company management believes~~ the ~~cost~~year ~~related~~ended toDecember ~~retaining a financial expert at this time is prohibitive. Further~~31, ~~because of the Company’s start-up operations, Company management believes the services of a financial expert are not warranted~~2025.

~~Audit~~Item ~~Committee~~6. Reserved

~~The~~Item ~~Company~~7. ~~lacks an Audit Committee, the Company~~Management’s Discussion ~~Board~~and ofAnalysis ~~Directors, performs some~~ of ~~the~~Financial ~~same~~Condition functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors independence, the financial statements and ~~their~~Results ~~audit report; and reviewing management's administration~~ of ~~the~~Operations ~~system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.~~(MD&A)

~~Security Holders Recommendations to the Board of Directors~~Overview

~~The~~MineralRite ~~Company’s~~Corporation ~~Company~~is ~~does~~a ~~not~~resource ~~currently~~development company ~~have~~focused aon ~~process~~mineral ~~for~~recovery, ~~security~~strategic ~~holders~~asset tomonetization, ~~send~~and ~~communications~~related tocapital ~~the~~markets ~~Board~~initiatives. ofDuring ~~Directors. However,~~the ~~Company~~years ~~management~~ended December ~~welcomes~~31, ~~comments~~2025 and ~~questions~~2024, ~~from~~ the Company’s ~~shareholders. Shareholders~~primary ~~can~~activities ~~direct~~were ~~communications~~directed totoward ~~Chief~~capital ~~Executive~~structure ~~Officer~~cleanup, ~~Guy~~regulatory ~~Peckham~~compliance, strategic atplanning, ~~the~~and ~~executive~~advancement ~~offices~~of its mineral-related business initiatives.

~~While~~Throughout ~~Company~~2024 ~~management~~and ~~appreciates all comments from shareholders~~2025, ~~Company~~ management ~~may~~focused on ~~not be able to individually respond to all communications. The Company does attempt to address shareholder questions and concerns in press releases and documents filed with~~ the ~~SEC~~following soprincipal that all shareholders have access to information at the same time. Mr. Peckham collects and evaluates all shareholder communications. If the communication is directed to the Board of Directors generally or to a specific director, Mr. Peckham will disseminate the communications to the appropriate party at the next scheduled Board of Directors meeting. If the communication requires a more urgent response, Mr. Peckham will direct that communication to the appropriate executive officer. All communications addressed to the Company’s directors and executive officers will be reviewed by those parties unless the communication is clearly frivolous.initiatives:

~~Certain~~● ~~Legal~~Simplifying ~~Proceedings~~the Company’s capital structure.

~~The~~● ~~Company’s~~Resolving ~~directors,~~legacy ~~executive~~liabilities ~~officers~~ and ~~control persons have not been involved in any of the following events during the past five years:~~securities.

1.● ~~any~~Advancing ~~bankruptcy~~regulatory petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and ~~other~~site-related ~~minor~~matters ~~offences);~~associated 3.with ~~being~~its ~~subject~~mineral to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacatedassets.

~~Employees~~● Positioning the Company for future financing, strategic transactions, and operational development.

~~Other~~Operationally, ~~than~~during 2025 the Company’s concentrated ~~officers~~on ~~and~~securing ~~directors~~the renewal of its Arizona State Land Department (“ASLD”) lease associated with its mineral tailings project. That lease renewal was completed subsequent to year end. In parallel, management began identifying and evaluating potential joint venture partners to be engaged at the appropriate time as the Company ~~currently~~moves ~~has~~toward nomonetizing ~~other~~and/or ~~employees~~processing the tailings assets.

~~Code~~By the end of ~~Ethics~~2025, management believes that the vast majority of the Company’s legacy capital structure issues and time-barred liabilities had been addressed, leaving a significantly simplified balance sheet relative to prior years.

~~The~~As ~~Company~~a ~~has~~result ~~not~~of ~~adopted~~the acapital ~~corporate~~structure ~~code~~cleanup activities ofconducted ~~ethics~~during ~~that~~2024 ~~applies~~and to2025, the Company’s ~~principal~~balance ~~executive~~sheet ~~officer,~~reflects ~~principal~~a ~~financial~~reduction ~~officer,~~in ~~principal~~legacy ~~accounting~~liabilities ~~officer~~and orcomplex convertible ~~controller,~~and orderivative ~~persons~~instruments ~~performing~~compared ~~similar~~to ~~functions~~prior inperiods. ~~that~~Management ~~the~~believes ~~Company’s~~this ~~sole~~simplified ~~officer~~capital ~~and~~structure ~~director~~will ~~serves~~facilitate future infinancing ~~all~~efforts ~~the~~and ~~above~~improve ~~capacities~~financial transparency.

During the 2024 and 2025 periods, a substantial portion of management’s efforts were directed toward administrative, regulatory, and capital-structure cleanup activities. These efforts included the completion of the Company’s FINRA corporate action matters, the lifting of the Alberta cease trade order, the completion of multiple PCAOB audits, and the resumption of regular SEC reporting through the filing of quarterly reports on Form 10-Q and current reports on Form 8-K, culminating in this Form 10-K.

~~The~~As ~~Company’s decision to not adopt such~~ a ~~code~~result of ~~ethics~~these ~~results~~efforts, ~~from the Company’s having only two officers working closely together managing the Company. The Company~~ management believes that as a ~~result~~significant portion of the ~~limited~~Company’s ~~interaction,~~historical ~~which~~administrative ~~occurs~~and ~~having~~regulatory ~~such~~issues ahave ~~small~~now ~~management~~been ~~team~~resolved, and ~~eliminates~~ the ~~current~~Company ~~need~~has ~~for~~developed ~~such~~practical aexperience ~~code.~~working ~~Further~~with auditors, ~~since~~legal ~~the~~counsel, ~~officers~~and ~~also~~SEC ~~serve~~reporting ~~as directors there is no one to report violations of such a code to~~requirements.

~~ITEM~~The Company’s principal remaining regulatory objective is the completion of the Form 10 registration process and the resolution of any remaining Staff comments. Management understands that achieving a no-comment status on the Form 10 may facilitate progress on the Company’s Rule 15c2-11 review with FINRA, which could, if successfully completed, assist in improving the Company’s quotation status and overall market accessibility. ~~EXECUTIVE~~ ~~COMPENSATION~~There can be no assurance as to the timing or outcome of these regulatory processes.

The ~~table~~Company ~~below~~did ~~sets~~not ~~forth~~generate ~~compensation~~material ~~earned~~operating revenues byduring ~~our~~the ~~named~~year ~~executive~~ended ~~officers~~December in31, ~~2012~~2025 and ~~2011~~remained ~~for services rendered~~ in ~~all~~the ~~capacities~~development tostage usof ~~and~~its ~~our~~current ~~subsidiaries~~business initiatives.

									Stock		Non-Equity Incentive		All Other
Name and Principal Position			Year		Salary		Bonus		Awards		Compensation		Compensation		Total
Guy Peckham	(1	)		2012	$	-	$	-	$	8,328	$	-	$	-	$	8,328
President and Chief Executive				2011	$	-	$	-	$	-	$	-	$	-	$	-
Officer, and Director
Roger Jansen	(2	)		2012	$	-	$	-	$	-	$	-	$	-	$	-
Vice President, Treasurer, Secretary and Director				2011	$	-	$	-	$	-	$	-	$	-	$	-
Ron Ruskowski	(1	)		2012	$	-	$	-	$	-	$	-	$	-	$	-
(former President CEO and Director)				2011	$	-	$	-	$	-	$	-	$	-	$	-
Phil Van Angren	(3	)		2012	$	-	$	-	$	-	$	-	$	-	$	-
(former Exploration Manager and Director)				2011	$	-	$	-	$	-	$	-	$	-	$	-

Results of Operations

(1)	Mr. Ruskowsky provided services to the Company through Santeo Financial, a company in which Mr. Ruskowsky owns a controlling interest. In October 2012, Mr. Guy, Peckham, the Company’s President, personally assumed $200,000 of the obligation the Company’s owes Santeo Financial for unpaid management fees. The $200,000 debt was not forgiven and the Company’s records indicate the $200,000 debt as being owed to Mr. Peckham as of December 31, 2012. The $200,000 is non-interest bearing, unsecured, and due on demand. Mr. Ruskowsky, the Company’s former president, provided services through a consulting agreement that the Company had with Santeo Financial Corp (“Santeo”). Under the terms a consulting agreement, the Company was required to pay Santeo $15,000 per month. The $15,000 monthly fee was accrued by the Company and was reduced by amounts actually paid. The consulting agreement terminated in August 2012. In October 2012, the balancing owing Santeo amounted to $397,193, of which $200,000 was personally assumed by Mr. Guy Peckham. The balance owed to Santeo as of the termination date, net of the assumed $200,000, amounted $197,193, which is being paid in monthly installments of $8,500. If the Company is successful in receiving at least $500,000 from the sale of its common stock, the Company is required to make a $100,000 installment payment against the balance due. The remaining balance, if any, becomes fully due and payable on May 1, 2013. Consulting fees expensed for the year ended December 31, 2012 and 2011 amounted to $119,000 and $180,000, respectively. On July31, 2012, Ron Ruskowsky resigned from his position as President of the Company and Director of the Corporation. His resignation was not of any disagreement with the Company, or its officers. On October 30 2012, the Company issued Mr. Guy Peckham, the Company’s current president 11,500,000 shares of its common stock for services. The 11,500,000 shares were valued at $149,500, which is being charged to operations over the three year term of the underlying agreement. In February 2013, out of the 7,000,000 shares of common stock that were canceled and reissued, 2,000,000 were granted to Mr. Peckham as additional consideration for services to be rendered.
(2)	On July 31, 2012, Roger Janssen was elected as interim President for the Company as reported on the Company’s Form 8-K filed with the Commission on August 6, 2012 and was subsequently replaced as President of the Company by Guy Peckham as reported on the Company’s Form 8-K filed with the Commission on August 23, 2012. Roger Janssen remained as Chairman of the Board of Directors, Treasurer and the Secretary of the Corporation. As of December 31, 2012, the Company owed Roger Janssen, an officer and director of the Company, $1,345 for services previously performed.
(3)	As of December 31, 2012, the Company owed Phil Van Angren, a former officer and director of the Company, $3,636 for services previously performed. Mr Van Angren served as a member of the Company’s board of directors and Exploration Manager until he resigned all positions he held with the Company. The resignation did not involve any disagreement with the Company, as reported on the Company’s Form 8-K filed with the Commission on May 26, 2011.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

~~Except~~Summary ~~as set forth above, none~~ of ~~the~~2025 ~~Company's officers and/or directors currently receives any compensation for their respective services rendered to the Company.~~Results

~~Long-Term~~● ~~Incentive~~The ~~Plans~~Company generated no operating revenues during 2025.

~~There~~● ~~are~~Operating noexpenses ~~arrangements~~were orapproximately ~~plans in which the Company provides pension~~$434, retirement or similar benefits for directors or executive officers, except that the Company’s directors and executive officers may receive stock options at the discretion of the Company’s Board of Directors819. The Company does not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to directors or executive officers, except that stock options may be granted at the discretion of the Company’s Board of Directors.

●

The Company reported a net loss of approximately $291,519 for the year.

●

The Company reported net income of approximately $396,762 for 2024, driven primarily by non-recurring derecognition gains.

Revenues

The Company reported no operating revenue for the year ended December 31, 2025, compared to $5,000 of revenue for the year ended December 31, 2024. Activities during both periods were primarily focused on corporate restructuring, regulatory matters, and strategic planning rather than revenue-generating operations.

Operating Expenses

Total operating expenses for the year ended December 31, 2025, were $434,819, compared to $371,616 for the year ended December 31, 2024, representing an increase of $63,203, or approximately 17%.

Operating expenses increased modestly between the two periods, primarily due to the engagement of investment banking and related professional services in connection with capital markets activities and strategic initiatives. Management otherwise maintained a lean cost structure while focusing primarily on capital structure cleanup, regulatory matters, and strategic planning activities rather than operational expansion.

~~Stock~~Management ~~Option~~expects ~~Grants~~operating expenses to increase in future periods as the Company transitions from a capital-structure and planning phase into a more active development phase. Anticipated increases include higher insurance costs, additional staffing and salary expenses, and increased lease and ASLD-related obligations. Based on currently known commitments, personnel, lease, and insurance-related costs are expected to increase by approximately $170,000 annually, exclusive of project-related development expenditures, which will depend on the level of available financing and the scope of activities undertaken.

OnAs ~~November~~a 20result, ~~2012,~~ the ~~Board of Directors and the shareholders of the~~ Company ~~approved~~reported ~~and~~an ~~adopted~~operating loss ~~the terms and provisions~~ of a$434,819 ~~2012 Stock Incentive Plan~~ for the ~~Company.~~year Anended ~~aggregate~~December of31, 52025,~~000,000~~ ~~shares~~compared ofto ~~the~~an ~~Company’s~~operating ~~common~~loss ~~stock~~of ~~are~~$366,616 ~~initially reserved~~ for ~~issuance upon exercise of nonqualified and/or incentive stock options which may be granted under~~ the ~~2012~~year ~~Stock~~ended ~~Incentive Plan. As of~~ December 31, ~~2012 the Company issued options on 2,500,000 common shares through the plan which were exercised~~ 2024.

~~Employment~~Other Income and ~~Consulting Agreements~~Expenses

NoDuring ~~employment agreements are currently in place. To ensure continuity with its acquisition of Goldfield International, Inc.,~~ the ~~Company~~year ~~has~~ended ~~entered~~December ~~into a 30 month consulting agreement with its former owner~~31, ~~Lloyd McEwan (the “Consulting Agreement”). Under the terms of that Consulting Agreement~~2025, ~~Mr. McEwan will receive a consulting fee of $5,000 per month beginning May 1, 2013. In addition Mr. McEwan is entitled to receive 5% of any net profits~~ the Company realizes from the sale of products or materials of its facility located at 55 South Geneva Road in Lindon, Utah. Net profits are defined by the parties as “[profit] after deducting all costs associated with the transaction, including employee costs directly associated with the project. MineralRite management salaries and administrative costs shall not exceed 15% of the gross profits.” This percentage of profits payment continues indefinitely; however it only applies to products and materials sold from that location. Thus, if the Company sells products or materials from another location, this payment would not be due or owing. Likewise if the Company provided services from the Geneva Road location, the payment would not be due and owing.recorded:

~~There~~● ~~are~~Other noincome other current arrangements or plans in which the Company provides pension, retirement or similar benefits for directors or executive officers. The Company’s directors and executive officers may receive stock options at the discretion of the Company’s Board of Directors in the future. The Company does not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company’s directors or executive officers$117, ~~except that stock options may be granted at the discretion of the Company’s Board of Directors.~~500

~~Involvement~~● inUnrealized ~~Certain~~gain ~~Legal~~of ~~Proceedings~~$25,800

~~The~~During ~~Company’s~~the ~~directors,~~year ~~executive~~ended ~~officers~~December ~~and~~31, ~~control~~2024, the ~~persons~~Company ~~have~~recorded ~~not~~other ~~been~~income ~~involved in any~~ of ~~the following events during the past five years:~~$763,378.

1.The ~~any~~higher ~~bankruptcy~~level ~~petition filed by or against any business~~ of ~~which~~other ~~such~~income ~~person~~in 2024 was aprimarily ~~general~~attributable ~~partner~~to orsignificant ~~executive~~non-recurring ~~officer~~gains ~~either~~recognized atin ~~the~~connection ~~time~~with of the ~~bankruptcy~~derecognition orof ~~within~~time-barred ~~two~~and otherwise ~~years~~extinguished ~~prior to that time; 2~~obligations. ~~any~~These ~~conviction~~gains inresulted afrom ~~criminal proceeding or being subject to~~ a ~~pending~~comprehensive ~~criminal~~review ~~proceeding (excluding traffic violations~~ and ~~other~~cleanup ~~minor offences); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,~~ of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or being found by a court of competent jurisdiction (in a civil action), the ~~Commission~~Company’s orhistorical capital ~~the~~structure ~~Commodity~~and ~~Futures~~legacy ~~Trading~~liabilities ~~Commission to have violated a federal or state securities or commodities law,~~ and ~~the~~were ~~judgment has~~ not ~~been~~related ~~reversed,~~to ~~suspended,~~ongoing ~~or vacated~~operations.

~~ITEM~~Because 12the majority of those legacy matters were addressed during 2024 and 2025, similar gains are not expected to recur in future periods at the same magnitude. ~~SECURITY~~ ~~OWNERSHIP~~By OFthe ~~CERTAIN~~end of ~~BENEFICIAL~~2025, ~~OWNERS~~management ~~AND~~believes ~~MANAGEMENT~~that ~~AND~~most ~~RELATED~~of ~~STOCKHOLDER~~the ~~MATTERS~~Company’s legacy liabilities and complex convertible and derivative structures had been resolved or substantially reduced.

~~BENEFICIAL~~Net ~~OWNERSHIP~~Income ~~TABLE~~(Loss)

~~The~~As following table lists, as of December 31, 2012, the number of shares of common stock of the Company’s Company that are beneficially owned by (1) each person or entity known to the Company’s Company to be the beneficial owner of more than 5% of the outstanding common stock; (2) each officer and director of the Company’s Company; and (3) all officers and directors as a ~~group.~~result ~~Information relating to beneficial ownership~~ of ~~common stock by~~ the Company’s principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.foregoing:

As● ofThe ~~the date of this current report, there are 53,559,900 shares of common stock issued and outstanding these shares and the table below reflect the reissuance of 7,000,000 shares as disclosed on the~~ Company's ~~Form~~reported ~~8-K/A~~a ~~filed~~net ~~with~~loss ~~the Commission on February 6, 2013 and the 2,000,000 shares issued as part~~ of ~~the acquisition of Goldfield International~~$291,519 ~~Inc.~~for ~~as disclosed on~~ the ~~Company's~~year ~~Form~~ended ~~8-K~~December ~~filed with the Commission on March 6~~31, ~~2013~~2025. ~~All references to percentages are in the current report filed on Form 10-K are current as of the date of filing.~~

As● ofThe ~~December~~Company ~~31,~~reported ~~2012,~~net ~~total~~income ~~warrants~~of ~~outstanding were 5~~$396,~~720.~~762 ~~All~~for ofthe ~~these~~year ~~warrants~~ended ~~expired~~December ~~unexercised on February 14~~31, ~~2013~~2024.

The net income reported in 2024 was driven primarily by non-recurring gains associated with the derecognition of legacy obligations. In contrast, the 2025 results more closely reflect the Company’s ongoing development-stage operating cost structure, as substantially fewer non-recurring accounting gains were recognized during the year.

Liquidity and Capital Resources

As of December 31, 2025, the Company had limited cash resources and a working capital deficit. Similar liquidity constraints also existed as of December 31, 2024. The Company has historically funded its operations through:

●

Issuances of equity securities.

●

Convertible instruments.

Title of Class	Name and Address of Beneficial Owner, Directors and Officers:	Amount and Nature of Beneficial Ownership(2)	Percentage of Beneficial Ownership
Common Stock	Guy Peckham 55 South Geneva Road Lindon, Utah 84042	13,500,000 Shares President, CEO and Principal Accounting Officer, Director		25.21	%
Common Stock	Roger Janssen 55 South Geneva Road Lindon, Utah 84042	40,000 Shares Treasurer, Secretary, and Vice-President, Director		0.07	%
Common Stock	All executive officers and directors as a group	13,540,000		25.29	%

●

Strategic transactions.

Title of Class	Name and Address of Beneficial Owners Greater than 5%	Amount and Nature of Beneficial Ownership(2)	Percentage of Beneficial Ownership
Common Stock	James Bame (1) 17555 Colonial Park Drive Monument, CO 80132	13,500,000		25.21	%
Common Stock	Alpha Hydronics 55 South Geneva Road Lindon, Utah 84042	4,000,000		7.47	%
Common Stock	Goldstar International Securities, Inc. Suite 404 Coney Drive Belize City, Belize	4,000,000		7.47	%
Common Stock	Blackwood International Ltd. P.O Box 2079 Belize City, Belieze	3,000,000		5.60	%
Common Stock	All executive officers, directors and 5% or greater shareholders as a group	36,400,000		71.01	%

●

Related-party advances.

(1)	Includes shares held by Management Team Escrow #1 which owns 4,000,000 shares of common stock and Management Team Escrow #2 which owns 5,500,000 shares of common stock, both of which are controlled by James Bame.
(2)	Figures vary due to rounding.

During both 2024 and 2025, management focused on cleaning up legacy capital structure issues and positioning the Company for future financing and strategic transactions. These efforts were directed toward creating a more stable and transparent capital structure that would be more attractive to potential investors and partners.

~~Beneficial~~The ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of the Company’s ~~common~~expects ~~stock~~that ~~which~~additional ~~may~~capital will be ~~acquired~~required upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the option holders. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of the Company’s common stock indicated as beneficially owned by them.:

~~Changes~~● inAdvance ~~Control.~~its Asmineral ~~previously~~asset ~~disclosed~~development ~~in Items 3~~plans.02 and 5.01on the Company’s Form 8-K filed with the Commission on November 6, 2012, there was a change in control as that term is defined by the provisions of Item 403(c) of Regulation S-K. by virtue of the issuance of 40,000,000 shares of common stock referenced in Item 5 of this Current Report filed on Form 10-K.

~~Equity~~● ~~Compensation~~Support ~~Plan~~corporate overhead.

On● ~~November~~Pursue ~~20,~~strategic ~~2012,~~partnerships ~~the Board of Directors of the Company approved~~ and ~~adopted the terms and provisions of a 2012 Stock Incentive Plan for the Company~~transactions. An aggregate of 5,000,000 shares of the Company’s common stock are initially reserved for issuance upon exercise of nonqualified and/or incentive stock options which may be granted under the 2012 Stock Incentive Plan. As of December 31, 2012 the Company issued 2,500,000 common shares through the plan.

There can be no assurance that such financing will be available on acceptable terms or at all.

Based on the Company’s current operating cost structure, existing cash resources are not sufficient to fund planned operations for the next twelve months without additional financing. Management is actively pursuing capital-raising alternatives, including equity issuances, strategic transactions, and joint-venture arrangements, to support the Company’s ongoing operations and development activities.

As of December 31, 2025, the Company had approximately 14,019,500,000 shares of common stock potentially issuable upon the conversion of outstanding convertible preferred stock and the exercise of contractual purchase rights and warrants, compared to 13,788,223,158 authorized but unissued shares available at that date. Accordingly, the number of shares potentially issuable exceeded the number of authorized but unissued shares available as of December 31, 2025. The Company does not have a present obligation to issue shares in excess of its authorized share capital. However, issuance of shares beyond the currently authorized amount would require shareholder approval to amend the Company’s Certificate of Formation, which could affect the Company’s flexibility in connection with future financings or the settlement of convertible securities.

Plan of Operations

Over the next twelve months, the Company intends to focus on the following objectives:

Capital Markets Activities

●

Engage broker-dealers and investment banking firms on a non-exclusive basis.

●

Pursue equity or structured financing transactions.

Strategic Partnerships and Acquisitions

●

Continue evaluation of acquisition targets.

●

Conduct financial, operational, and legal due diligence where appropriate.

●

Identify and engage joint venture partners for the development and monetization of the Company’s mineral assets.

~~ITEM~~Mineral ~~13. CERTAIN~~Asset ~~RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~Advancement

~~Related~~● ~~Party~~Maintain ~~Transactions~~the ASLD lease in good standing.

~~The~~● ~~Company~~Advance ~~has~~development ~~entered~~planning ~~into a month-to-month lease agreement with Trio Gold~~ for ~~an office in Calgary, Alberta, Canada. Trio Gold’s President is~~ the ~~father of Ron Ruskowsky, the former President and CEO of the~~ Company~~. This lease can be canceled on one month~~’s ~~written~~tailings ~~notice. The lease agreement was amended in February 2011 which increased rental payments from approximately $450 to $1,300 per month plus applicable taxes. For the years ended December 31, 2012~~ and ~~2011,~~mineral ~~rent~~recovery ~~expense amounted to $15,908 and $16,094, respectively~~projects.

In● ~~October~~Seek ~~2012,~~joint-venture ~~Mr. Guy~~partners, Peckham, the Company’s President, personally assumed $200,000 of the obligation the Company’s owes Santeo Financial for unpaid management fees. The $200,000 debt was not forgiven and the Company’s records indicate the $200,000 debt as being owed to Mr. Peckham as of December 31, 2012. The $200,000 is nonoff-~~interest~~take ~~bearing~~arrangements, ~~unsecured,~~or ~~and~~other ~~due~~monetization ~~on demand~~strategies. Mr. Ruskowsky, the Company’s former president, provided services through a consulting agreement that the Company had with Santeo Financial Corp (“Santeo”). Mr. Ruskowsky owns a controlling interest in Santeo.

~~Under the terms a consulting agreement, the Company was required to pay Santeo $15,000 per month.~~ The ~~$15,000 monthly fee was accrued by the~~ Company’s ~~and~~ability ~~was reduced by amounts actually paid. The consulting agreement terminated in August 2012. In October 2012, the balancing owing Santeo amounted~~ to ~~$397,193,~~execute these ofplans ~~which~~will ~~$200,000~~depend ~~was~~on personally assumed by Mr. Guy Peckham. The balance owed to Santeo as of the termination date, net of the assumed $200,000, amounted $197,193, which is being paid in monthly installments of $8,500. If the Company is successful in receiving at least $500,000 from the sale of its ~~common~~ability ~~stock, the Company is required~~ to ~~make~~obtain aadequate ~~$100,000 installment payment against the balance due~~financing. ~~The remaining balance, if any, becomes fully due and payable on May 1, 2013. Consulting fees expensed for the year ended December 31, 2012 and 2011 amounted to $119,000 and $180,000, respectively.~~

OnGoing ~~October~~Concern 30 2012, the Company issued Mr. Guy Peckham, the Company’s current president 11,500,000 shares of its common stock for services. The 11,500,000 shares were valued at $149,500, which was charged to operations. In February 2013, of the 7,000,000 that were issued into treasury canceled and subsequently reissued, 2,000,000 were reissued to Mr. Peckham for services to be rendered.Considerations

AsThe ofCompany ~~December~~has ~~31,~~incurred ~~2012,~~recurring ~~the~~operating losses ~~Company~~and ~~owed~~has ~~Roger~~limited ~~Janssen,~~cash anresources. ~~officer~~These ~~and~~conditions ~~director~~raise ofsubstantial doubt about the Company,’s ~~$1,345~~ability ~~for~~to ~~services~~continue ~~previously~~as a ~~performed~~going concern.

AsManagement’s ofplans ~~December~~to ~~31,~~address ~~2012,~~these conditions ~~the Company owed Phil Van Angren, an officer and director of the Company, $3,636 for consulting services previously performed.~~include:

As● ofRaising ~~September~~capital ~~30,~~through ~~2012,~~equity ~~certain~~or ~~shareholders~~debt ~~have advanced the Company a total of $19,845 that is payable on demand and is non-interest bearing~~financings.

~~Director~~● ~~Independence~~Entering into strategic partnerships or joint ventures.

~~Our~~● ~~common~~Monetizing ~~stock~~mineral isassets ~~currently quoted on the OTCQB, which does not impose independence requirements on our Board of Directors~~ or ~~any~~related ~~committee thereof~~opportunities. Since the OTCQB does not have rules regarding director independence, the Board makes its determination as to director independence based on the definition of “independence” as defined under the rules of the New York Stock Exchange (“NYSE”) and American Stock Exchange (“Amex”). Our current directors do not meet the definition of independence because they are both executive officers.

~~ITEM~~There ~~14. PRINCIPAL~~can ~~ACCOUNTING~~be ~~FEES~~no ~~AND~~assurance ~~SERVICES~~that these plans will be successful.

~~(1)~~Critical ~~Audit~~Accounting ~~Fees~~Policies and Non-Recurring Accounting Items

The ~~aggregate~~preparation ~~fees billed in each~~ of the ~~fiscal~~Company’s financial ~~years~~statements ~~ended~~requires ~~December~~management ~~31,~~to ~~2012~~make estimates and ~~2011~~assumptions ~~for~~that ~~professional~~affect ~~services rendered by~~ the ~~principal~~reported ~~accountant~~amounts ~~for the audit~~ of ~~the~~assets, ~~Company’s~~liabilities, revenues, ~~annual financial statements~~ and ~~quarterly~~expenses. ~~review~~The ~~of the financial statements included in the~~ Company’s ~~Form~~accounting ~~10-K~~policies ~~or services that~~ are ~~normally~~described ~~provided~~in bydetail ~~the accountant~~ in ~~connection~~the ~~with~~Notes ~~statutory~~to ~~and~~the ~~regulatory~~Consolidated ~~filings or engagements for those fiscal years were $45,730 and $32,020 respectively~~Financial Statements.

~~(2)~~During ~~Audit~~the year ended December 31, 2024, the Company recognized significant non-~~Related~~recurring ~~Fees~~income primarily associated with the derecognition of time-barred and otherwise extinguished obligations. These amounts arose from a comprehensive review and cleanup of the Company’s historical capital structure and legacy liabilities and were not the result of operating activities. Because the majority of those legacy matters have now been resolved, similar gains are not expected to recur in future periods at the same magnitude.

~~For~~Throughout ~~the fiscal year ended December 31~~2025, ~~2012,~~management ~~there~~continued its ~~were~~efforts noto ~~fees~~simplify ~~billed~~the ~~for~~Company’s ~~services~~capital ~~reasonably~~structure ~~related~~and toeliminate ~~the~~legacy ~~performance~~convertible ofand ~~the~~derivative ~~audit~~instruments orthat had ~~review~~historically ofcreated ~~the~~accounting ~~financial~~complexity, ~~statements~~potential ~~outside~~dilution, ofand ~~those~~non-cash ~~fees~~charges. ~~disclosed~~These ~~above~~efforts ~~under “Audit Fees.”~~included:

~~(3)~~● ~~Tax~~The ~~Fees~~exchange, cancellation, or restructuring of certain convertible obligations.

~~For~~● ~~the~~The ~~fiscal~~elimination ~~years~~of ~~ended~~derivative ~~December~~liability ~~31,~~features ~~2012~~where ~~and December 31, 2011, the Company’s accountants rendered services for tax compliance, tax advice, and tax planning work for which the Company paid $0 and $140, respectively~~practicable.

●

The resolution of legacy liabilities and securities issued under prior management.

As a result of these actions, the Company’s capital structure at December 31, 2025 reflects fewer complex convertible and derivative features than in prior periods. Management expects that this simplified capital structure will:

●

Reduce future non-cash accounting charges.

●

Improve financial statement transparency.

●

Better position the Company for future financing and strategic transactions.

(4)	All Other Fees
(5)	Audit Committee

Because the significant derecognition gains recognized in 2024 were non-recurring in nature, the Company’s results for the year ended December 31, 2025 more closely reflect its ongoing operating cost structure and development-stage activities.

~~(6) Work Performance by others~~Summary

~~PART~~In IVsummary:

~~ITEM~~● ~~15.~~2024 ~~EXHIBITS~~was a net income year driven primarily by non-recurring derecognition gains.

~~The~~● ~~following~~2025 ~~Exhibits,~~was asa ~~required~~development byand ~~Item 601 of Regulation S~~capital-K,structure-simplification ~~are attached or incorporated by reference, as stated below~~year.

~~(a)~~● ~~Financial~~Operating ~~Statements:~~expenses ~~See~~were ~~“Index~~generally toconsistent ~~Financial~~between ~~Statements”~~the ~~set~~two ~~forth~~years onas ~~page~~management ~~F-1.~~focused ~~(b)~~on ~~Financial~~administrative ~~Statement~~cleanup ~~Schedules. All schedules for which provision is made in the applicable accounting requirements of the Securities~~ and ~~Exchange~~strategic ~~Commission are not required or the required information has been included within the financial statements or the notes thereto~~planning. ~~(c) Exhibits. The list of exhibits in the Exhibit Index to this annual report is incorporated herein by reference.~~

●

By the end of 2025, the majority of legacy capital structure issues had been addressed.

●

Management’s efforts during 2025 included regulatory normalization, including ASLD lease renewal and progress toward completion of the Form 10 process.

●

Future periods are expected to reflect increased operating activity and related expenses as the Company moves into a more active development phase.

The Company’s near-term success depends on its ability to obtain additional financing and execute its strategic development plans.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, the Company is not required to provide the information required by this item.

Item 8. Financial Statements and Supplementary Data

Financial Statement Index

Description	Page
Report of Independent Registered Public Accounting Firm	29
Consolidated Balance Sheets	33
Consolidated Statements of Operations	34
Consolidated Statements of Stockholders’ Equity	35
Consolidated Statements of Cash Flows	36
Notes to Consolidated Financial Statements	37

~~SIGNATURES~~Report of Independent Registered Public Accounting Firm

InZhanna ~~accordance~~Kelley ~~with~~CPA ~~Section~~PC 13Zhanna orKelley, ~~15(d)~~CPA of2323 ~~the~~Steinway ~~Securities Exchange Act~~Street, ~~the~~Long ~~registrant~~Island ~~caused~~City, ~~this~~NY ~~report~~11105 to[email beprotected] ~~signed on its behalf by the undersigned, thereunto duly authorized.~~201-230-5498

	MineralRite Corporation
Dated: April 16, 2013	/s/ Guy Peckham
	By:	Guy Peckham
	Its:	Principal Executive officer
		Principal Accounting officer
		President, CEO and a director.
	/s/ Roger Janssen
	By:	Roger Janssen
	Its:	Vice President
		Secretary
		Director

Report of Independent Registered Public Accounting Firm

29February 25, 2026

INDEX TO FINANCIAL STATEMENTS

Financial Statements		Page
Report of Independent Registered Public Accounting Firm		F - 2
Balance Sheets		F-3 to F-4
Statements of Operations		F-5
Statements of Changes in Stockholders’ Equity (Deficit)		F-6
Statements of Cash Flows		F-7
Notes to Financial Statements (audited)		F-8 to F-15

F - 1

ROBISON, HILL & CO. Certified Public Accountants A PROFESSIONAL CORPORATION DAVID O. SEAL, CPA W. DALE WESTENSKOW, CPA BARRY D. LOVELESS, CPA STEPHEN M. HALLEY, CPA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

The Shareholders of ~~MineralRite Corporation~~

~~We have audited the accompanying balance sheets of~~ MineralRite Corporation as of December 31, 2012 and 2011, and the related statements of income, stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2012. MineralRite Corporation’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We325 ~~conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)~~N. ~~Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement~~St. ~~The~~Paul ~~company~~Street is– ~~not~~Suite required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.3100

~~In our opinion~~Dallas, ~~the~~TX financial statements referred to above present fairly, in all material respects, the financial position of MineralRite Corporation as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.75201

~~The~~Opinion ~~accompanying~~on ~~financial statements have been prepared assuming that~~ the ~~Company~~Financial will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred net losses of approximately $6,266,031 and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Statements

~~/s/~~We ~~Barry~~have D.audited ~~Loveless~~the accompanying financial statements of MineralRite Corporation (a Texas Corporation) and subsidiaries, ~~CPA~~which ~~Robison~~comprise the balance sheets as of December 31, ~~Hill~~2025, &and ~~Co.~~2024, ~~Certified~~and ~~Public~~the ~~Accountants~~related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the years then ended, and the related notes to the financial statements.

~~Salt~~In ~~Lake~~our ~~City~~opinion, UTthe financial statements referred to above present fairly, in all material respects, the financial position of MineralRite Corporation as of December 31, 2025, and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~April~~Basis ~~16,~~for ~~2013~~Opinion

FWe -conducted 2our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

MINERALRITE CORPORATION
(Formerly Royal Quantum Group, Inc.)
BALANCE SHEETS
	December 31,			December 31,
	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	9,330		$	42,890
Accounts receivable		31,019			61,486
Prepaid services		143,000			-
Total current assets		183,349			104,376
Property and equipment:
Furniture and fixtures		1,851			1,851
Less: accumulated depreciation		(1,851	)		(1,851	)
Total property and equipment, net		-			-
Other assets:
Proved oil and gas properties, full cost method		533,140			604,083
Less: accumulated depletion		(231,082	)		(223,447	)
Unproved oil and gas properties		1,658			17,507
Prepaid sevices- long-term portion		262,054			-
Website development, net		9,879			-
Deferred offering costs		19,415			98,357
Total other assets		595,064			496,500
Total assets	$	778,413		$	600,876

We are a public accounting firm registered with the 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Explanatory Paragraph — Substantial Doubt About the Company’s Ability to Continue as a Going Concern

As discussed in Note 4 to the financial statements, the Company has incurred recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 4. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about MineralRite Corporation’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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. The Company is a non-accelerated filer and is not required to have an audit of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with PCAOB standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with PCAOB standards, we:

●

Exercise professional judgment and maintain professional skepticism throughout the audit.

●

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

●

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of MineralRite Corporation’s internal control. Accordingly, no such opinion is expressed.

●

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

●

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about MineralRite Corporation’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Critical Audit Matters

The standards of the PCAOB require that we communicate in this report critical audit matters relating to the audit of the current period’s financial statements or state that we determined that there are no critical audit matters. Critical audit matters are matters arising from the current period audit that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the financial statements, and (ii) involved especially challenging, subjective, or complex auditor judgment.

Valuation of Assets Acquired in Business Combination

During the year ended December 31, 2024, the Company completed a business combination (of Peeples Inc.) and an asset acquisition (of California Precious Metals LLC) that continues to materially affect the carrying value of assets reported in the December 31, 2025, financial statements. The Company recorded $432 million in connection with the previously processed mine tailings classified as chattel (personal property) component of the business combination of Peeples Inc. The purchase price was primarily allocated to the mine tailings and associated business attributes, rather than to underlying mineralization or raw land. The acquired assets included a mineral lease, previously processed mine tailings classified as chattel (personal property), a mine plan, and related technical documentation. In addition, management considered the continuing involvement of key individuals and strategic relationships in developing its valuation assumptions; however, such factors were not recognized as separate assets under ASC 805. The valuation involved significant judgment from management, particularly in allocating the purchase price to identifiable tangible and intangible assets and liabilities.

We identified the valuation of the assets acquired in the business combination as a critical audit matter because of the significant estimation uncertainty and complexity involved in determining the appropriate allocation of the purchase price. The assessment required a high degree of auditor judgment and the involvement of valuation specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation of the business combination included, among others:

●

Evaluating the Company’s methodology for allocating the purchase price in accordance with ASC 805;

●

Assessing the reasonableness of management’s assumptions related to future cash flows, market participant considerations, and fair value estimates;

●

Testing the accuracy and completeness of the data used in the valuation model;

●

Engaging valuation specialists to assist in evaluating the methodologies and assumptions used in estimating the fair value of acquired assets;

●

Evaluating the impact of changes in key assumptions on the allocation of purchase consideration.

Conclusion

Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole. In our opinion, the information is fairly stated in all material respects in relation to the financial statements taken as a whole.

We have served as the Company’s auditor since 2022.

/s/ Zhanna Kelley CPA PC

Zhanna Kelley CPA PC

Long Island City, New York

Auditor Firm ID: 6888

The engagement partner on the audit resulting in this independent auditor’s report is Zhanna Kelley.

February 25, 2026

Consolidated Balance Sheets
December 31, 2025 and 2024


	As of:
(Audited)	12/31/2025			12/31/2024

ASSETS
Current assets:
Cash and cash equivalents	$	11,617		$	10,458
Accounts receivable		-			-
Inventory		-			-
Employee advances		-			-
Note Receivable		-			-
Prepaid services		134,363			6,496
Total current assets	$	145,980		$	16,954

Property and equipment:
Property, Plant & Equipment	$	438,414		$	438,414
Less: accumulated depreciation & write downs		(198,414	)		(198,414	)
Total property and equipment, net	$	240,000		$	240,000

Other assets:
Investments	$	51,300		$	-
Mineral royalties		1,380,000			-
Prepaid services - long-term portion		-			-
Mineral assets		432,011,500			432,000,000
Less: accumulated depletion		-			-
Total other assets	$	433,442,800		$	432,000,000

Total assets	$	433,828,780		$	432,256,954

LIABILITIES & SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	48,948		$	30,766
Other liabilities		4,997,300			5,000,000
Liability due to committed shares in excess of authorized		-			-
Total current liabilities	$	5,046,248		$	5,030,766

Long-term liabilities:
Convertible debt	$	-		$	117,500
Notes Payable		15,520			28,222
Derivative liabilities		-			-
Total long-term liabilities	$	15,520		$	145,722

Total liabilities	$	5,061,768		$	5,176,488

SHAREHOLDERS’ EQUITY
Series A Preferred Stock, no par value, 105,000 authorized 105,000 issued at 12/31/25; 105,000 issued at 12/31/24.	$	105		$	105
Series B Preferred Stock, no par value; 33,000 authorized 13,500 issued at 12/31/25; 13,500 issued at 12/31/24.		14			14
Series C Preferred Stock, no par value; 100,000 authorized 9,404 issued at 12/31/25; 8,249 issued at 12/31/24.		828,585			499,485
Series D Preferred Stock, $25 par value; 35,000 authorized 0 issued at 12/31/25; 700 issued at 12/31/24.		-			17,500
Series NMC Preferred Stock, $25 par value; 7,100,000 authorized 6,900,000 issued at 12/31/25; 6,900,000 issued at 12/31/24.		172,500,000			172,500,000
Preferred undesignated; 42,627,000 authorized; 0 issued
Common Stock, no par value; 20,000,000,000 authorized 6,211,776,842 issued at 12/31/25; 4,347,776,842 issued at 12/31/24.		3,887,635			3,887,635
Additional paid-in capital		256,312,494			254,646,029
Accumulated deficit		(4,761,821	)		(4,470,302	)
Other comprehensive gain/(loss)		-			-
Total shareholders’ equity (deficit)	$	428,767,012		$	427,080,466

Total liabilities and shareholders’ equity (deficit)	$	433,828,780		$	432,256,954

See accompanying notes to consolidated financial statements

Consolidated Statements of Operations
For the years ended December 31, 2025 and 2024


	For the Year Ending
(Audited)	12/31/2025			12/31/2024

Revenue
Mineral Sales & Services	$	-		$	5,000
Cost of Goods Sold		-			-
Gross Profit (Loss)		-			5,000

Other income		-			-
Total Income (Loss)	$	-		$	5,000

Expenses
Accounting & Auditing	$	5,600		$	4,062
Bank Charges		195			430
Business Promo		26,258			5,104
Business Travel		10,468			6,065
Communications		784			792
Depreciation & Amortization		-			121,648
Filings & Corp Cleaning		28,504			16,642
Legal And Professional		282,300			189,650
Market Related		10,500			8,280
Office & Insurance Expense		55,132			2,580
Postage & Shipping		67			27
Project Development		8,058			10,237
Storage		-			500
Supplies		597			679
Transfer Agent		4,054			2,000
Web & Computer Services		2,302			2,920
Total Expenses	$	434,819		$	371,616
Operating Income (Loss)	$	(434,819	)	$	(366,616	)

Other Income / (Expenses)
Other (Non-operating) income	$	117,500		$	763,378
Other (Non-operating) expense		-			-
Interest Expense		-			-
Interest Income		-			-
Unrealized gain (loss)		25,800			-

Income Before Taxes	$	(291,519	)	$	396,762
Income Tax Expense		-			-

Net Income (Loss)	$	(291,519	)	$	396,762

Earnings per share		(0.00006	)		0.000089
Earnings per share (fully diluted)		(0.00006	)		0.000065

See accompanying notes to consolidated financial statements.

Consolidated Statements of Stockholders’ Equity
For the years ended December 31, 2025 and 2024

	For the Year Ending
(Audited)	12/31/2025						12/31/2024
	Shares			Dollars			Shares			Dollars

Beginning Common Stock Amount		4,347,776,842		$	3,887,635			4,357,321,532		$	3,887,635
Common Stock Sales (Reclamation) (non-cash)		22,000,000			-			(9,544,690	)		-
Conversion of Series C Preferred (non-cash)		342,000,000			-			-			-
Conversion of Series D Preferred (non-cash)		1,500,000,000			-			-			-
Ending Common Stock Amount		6,211,776,842		$	3,887,635			4,347,776,842		$	3,887,635

Beginning Series A Preferred Stock Amount		105,000		$	105			105,000		$	105
Series A Stock Sales for the Period		-			-			-			-
Ending Series A Preferred Stock Amount		105,000		$	105			105,000		$	105

Beginning Series B Preferred Stock Amount		13,500		$	14			13,500		$	14
Series B Stock Sales for the Period		-			-			-			-
Ending Series B Preferred Stock Amount		13,500		$	14			13,500		$	14

Beginning Series C Preferred Stock Amount		8,249		$	499,485			6,050		$	70,005
Series C Stock Sales for the Period		2,010			431,700			2,199			429,480
Conversion of Series C Preferred into Common (non-cash)		(855	)		(102,600	)		-			-
Ending Series C Preferred Stock Amount		9,404		$	828,585			8,249		$	499,485

Beginning Series D Preferred Stock Amount		700		$	17,500			-		$	-
Series D Stock Sales for the Period		59,300			1,482,500			700			17,500
Conversion of Series D Preferred into Common (non-cash)		(60,000	)		(1,500,000	)		-			-
Ending Series D Preferred Stock Amount		-		$	-			700		$	17,500

Beginning Series NMC Preferred Stock Amount		6,900,000		$	172,500,000			-		$	-
Series NMC Stock Sales for the Period		-						6,900,000			172,500,000
Ending Series NMC Preferred Stock Amount		6,900,000		$	172,500,000			6,900,000		$	172,500,000

Ending Total Stock Amount				$	177,216,339					$	176,904,739

Beginning Additional Paid-in-capital				$	254,646,029					$	-
Excess from Common Stock (Fair Value over Par)					56,500						-
Excess from Series C (Fair Value over Par)					5,000
Excess from Series NMC (Fair Value over Par)					-						254,500,000
Conversion of Series C Preferred into Common (non-cash)					102,600						-
Conversion of Series D Preferred into Common (non-cash)					1,500,000						-
Conversion of Obligations into Warrants (3(a)9)					-						137,499
Option Premiums (Consultants)					2,365						8,530
Ending Additional Paid-in-capital				$	256,312,494					$	254,646,029

Beginning Accumulated Earnings (Deficit)				$	(4,470,302	)				$	(4,867,064	)
Net Income for the Period					(291,519	)					396,762
Ending Accumulated Earnings (Deficit)				$	(4,761,821	)				$	(4,470,302	)

Total Shareholders’ Equity (Deficit)				$	428,767,012					$	427,080,466

The accompanying notes are an integral part of these financial statements

~~F - 3~~ 35

MINERALRITE CORPORATION
(Formerly Royal Quantum Group, Inc.)
BALANCE SHEETS
(Continued)
	December 31,			December 31,
	2012			2011
LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	203,621		$	128,339
Royalties due stockholders		11,982			36,303
Related party payables		372,701			333,674
Notes payable		-			424,948
Stockholder loans		19,845			19,845
Total current liabilities		608,149			943,109
Long-term liabilities:
Asset retirement obligation		11,994			11,725
Total long-term liabilities		11,994			11,725
Total liabilities		620,143			954,834
Stockholders' Deficit:
Preferred stock, par value $.001
authorized 10,000,000 shares
no shares issued at December 31, 2012
and December 31, 2011		-			-
Common stock, par value $.001
Issued 44,559,900 shares at December 31, 2012
and 1,059,900 shares at December 31, 2011		44,560			1,060
Additional paid-in capital		6,395,877			5,485,377
Accumulated deficit		(6,266,031	)		(5,812,024	)
Other comprehensive gain/(loss)		(16,136	)		(28,371	)
Total stockholders' deficit		158,270			(353,958	)
Total liabilities and stockholders' deficit	$	778,413		$	600,876

Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024

The accompanying notes are an integral part of these financial statements


	For the Year Ending
(Audited)	12/31/2025			12/31/2024

Cash Flows from Operating Activities
Net income	$	(291,519	)	$	396,762
Depreciation and amortization		-			121,648
Stock-based compensation expense		81,733			-
Unrealized (gain) loss on investments		(25,800	)		-
(Gain) Loss on extinguishment of debt		(117,500	)		(763,377	)
(Gain) Loss on Extinguishment of Obligations (warrants issued)		-			(137,499	)
Deferred income taxes		-			-
(Increase) decrease in receivables and prepaids		-			(6,496	)
(Increase) decrease in inventory		-			-
Increase (decrease) in payables and accrued liabilities		49,382			10,552
Other adjustments, net		(2,700	)		-
Net cash provided by (used in) operating activities	$	(306,404	)	$	(378,410	)

Cash Flows from Investing Activities
Purchases of minerals, property and equipment	$	(11,500	)	$	-
Proceeds from sale of minerals, property and equipment		-			-
Purchases of marketable securities		-			-
Proceeds from sale of marketable securities		-			-
Net cash provided by (used in) investing activities	$	(11,500	)	$	-

Cash Flows from Financing Activities
Proceeds from issuance of common stock	$	-		$	353,009
Proceeds from issuance of preferred stock		203,900			-
Proceeds from option/warrant premiums		2,365			-
Proceeds from issuance of debt		125,500			28,222
Repayments of debt		(12,702	)		-
Payment of dividends		-			-
Net cash provided by (used in) financing activities	$	319,063		$	381,231

Net Change in Cash
Net increase (decrease) in cash and cash equivalents	$	1,159		$	2,821
Cash and cash equivalents at beginning of period		10,458			7,637
Cash and cash equivalents at end of period	$	11,617		$	10,458

F - 4

Supplemental Disclosure of Non-Cash Investing and Financing Activities	Amount
Non-Cash Financing Activities
Stock issued for services (total contractual value)		209,600
Conversion of short term notes payable into equity (exercise of options)		125,500
Reduction of accounts payable via option exercise (bill offset transaction)		31,200
Non-cash issuance of Series D convertible preferred stock		1,380,000
Non-Cash Investing Activities
Issuance of common for investment (non-cash transaction)		25,500

MINERALRITE CORPORATION
(Formerly Royal Quantum Group, Inc.)
STATEMENTS OF OPERATIONS
	For the Years Ended
	December 31,
	2012			2011
Oil revenue	$	357,943		$	524,825
Operating expenses
Production costs		163,897			231,306
Royalty expense		151,099			264,203
Related party consulting fees (including non-cash
compensation of $8,328 and $0)		127,328			180,000
Related party rent expense		15,908			16,094
Professional fees		253,282			100,891
General & administrative (inlcuding non-cash
compensation of $15,618 and $0)		43,802			24,861
Total operating expenses		(755,316	)		(817,355	)
Loss from operations		(397,373	)		(292,530	)
Other income (expenses)
Net loss on extinguishment of debt		(28,117	)		-
Interest expense		(28,517	)		(46,876	)
Total other income (expense)		(56,634	)		(46,876	)
Net income (loss) before income taxes	$	(454,007	)	$	(339,406	)
Provision for income taxes		-			-
Net (loss)		(454,007	)		(339,406	)
Other comprehensive income
Foreign currency translation adjustment		12,236			(3,364	)
Total comprehensive income (loss)	$	(441,771	)	$	(342,770	)
Net income (loss) per common share:
Income (loss) per share - Basic and diluted	$	(0.06	)	$	(0.33	)
Weighted average shares outstanding		7,765,379			1,038,079

See accompanying notes to consolidated financial statements

~~The accompanying notes are an integral part of these financial statements~~ 36

FNotes -to 5Consolidated Financial Statements

MINERALRITE CORPORATION
(Formerly Royal Quantum Group, Inc.)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2012 and 2011
					Additional					Other
	Common Stock				Paid-in		Accumulated			Comprehensive
	Shares		Amount		Capital		Deficit			Gain (Loss)			Totals
Balance, December 31, 2010		1,003,721	$	1,004	$	5,266,820	$	(5,472,618	)	$	(25,008	)	$	(229,802	)
Issuance of common stock		56,179		56		218,557		-			-			218,613
Comprehensive loss on currency exchange		-		-		-		-			(3,363	)		(3,363	)
Net loss for period		-		-		-		(339,406	)		-			(339,406	)
Balance, December 31, 2011		1,059,900	$	1,060	$	5,485,377	$	(5,812,024	)	$	(28,371	)	$	(353,958	)
Shares issued for consulting services		33,000,000		33,000		396,000		-			-			429,000
Shares issued in exchange for debt cancellation		10,500,000		10,500		514,500								525,000
Comprehensive loss on currency exchange		-		-		-		-			12,235			12,235
Net loss for period		-		-		-		(454,007	)		-			(454,007	)
Balance, December 31, 2012		44,559,900	$	44,560	$	6,395,877	$	(6,266,031	)	$	(16,136	)	$	158,270

(1) Nature of Business / Organization and Basis of Presentation

~~The~~Nature ~~accompanying notes are an integral part~~ of ~~these financial statements~~Business

FMineralRite Corporation (“MineralRite,” “RITE,” the “Company,” “we,” “us,” or “our”) is a Texas-based 6mineral and mine management and monetization company. The Company’s business model is focused on the acquisition, evaluation, development, and monetization of mineral assets, with an emphasis on previously processed tailings, above-ground materials, and other resource opportunities.

MINERALRITE CORPORATION
(Formerly Royal Quantum Group, Inc.)
STATEMENTS OF CASH FLOWS
	For the Years Ended
	December 31,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(454,007	)	$	(339,406	)
Adjustments to reconcile net income (loss) to
Amortization		585			-
Depreciation		-			185
Depletion		58,748			124,084
Offering costs charged to operations		98,357			-
Stock based compensation		23,946			-
Gain on settlement of debt		28,117			-
(Increase) decrease in accounts receivable		30,467			(9,821	)
Increase (decrease) in accrued interest on notes payable		28,517			46,875
Increase (decrease) in accounts payable		123,812			(42,882	)
Increase (decrease) in royalties due stockholders		(24,322	)		(10,562	)
Increase (decrease) in related party accounts payable		39,027			99,000
Increase in asset recovery obligation		270			-
Net cash (used in) operating activities		(46,483	)		(132,527	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in oil and gas properties		35,680			(190,419	)
Net cash provided by (used in) investing activities		35,680			(190,419	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of units consisting of common stock and oil and gas royalties		-			160,000
Principal reduction in short term debt		(2,461	)
Offering costs		(19,415	)
Net cash provided by (used in) financing activities		(21,876	)		160,000
Effect of exchange rates on cash		(881	)		734
Net (decrease) in cash and cash equivalents		(33,560	)		(162,212	)
Cash and cash equivalents - beginning of period		42,890			205,102
Cash and cash equivalents - end of period	$	9,330		$	42,890
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	-		$	-
Income taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Value of issuance of participating units for services rendered in
connection with private offerings	$	-		$	51,000
Value of issuance of 49,179 shares of common stock in connection with abandoned
private offering	$	-		$	95,898
Value of 33,000,000 shares of common stock issued for consulting services	$	429,000		$	-
Value of 10,500,000 shares issued in cancellation of $59,000 of indebtedness	$	525,000		$	-

The ~~accompanying~~Company ~~notes~~currently ~~are~~operates anin ~~integral~~a ~~part~~development stage ofand ~~these~~has ~~financial~~not ~~statements~~yet generated significant operating revenue from its principal mineral-asset activities.

FCorporate -History 7and Change in Control

~~NOTE~~The ~~1 -~~Company ~~ORGANIZATION~~traces ~~AND~~its ~~BASIS~~origins OFto ~~PRESENTATION~~a Nevada corporation formed in 1996. Over time, the Company experienced multiple changes in control, business direction, and capital structure.

~~MineralRite~~In ~~Corporation~~April (“2021, the Company”) ~~was~~completed ~~incorporated~~an F-reorganization inmerger ~~Nevada~~and onre-domiciled ~~October 22, 1996 under its original name PSM Corp. The Company changed its emphasis~~ to the ~~exploration~~State ~~and development~~ of ~~natural resources and on November 23, 2005 changed its name to Royal Quantum Group, Inc~~Texas. OnThis ~~October~~transaction ~~18,~~was ~~2012,~~intended ~~the Company again changed its name from Royal Quantum Group, Inc.~~ to ~~MineralRite~~simplify ~~Corporation. On August 31, 2012,~~ the Company’s ~~declared~~corporate structure aand ~~50-for-1~~align ~~reverse~~it ~~stock~~with ~~split of~~ its ~~common~~anticipated ~~stock.~~business ~~All references in the accompanying financials to the number of shares outstanding and per-share amounts have been restated to reflect this stock split~~direction.

~~The~~In ~~accompanying~~October ~~financial~~2023, ~~statements~~a ~~have~~change ~~been prepared~~ in ~~accordance~~control ~~with~~occurred when ~~accounting~~current ~~principles~~management ~~generally~~acquired ~~accepted~~voting incontrol ~~the United States~~ of ~~America~~the ~~(“GAAP”).~~Company ~~Management has made certain estimates~~ and ~~assumptions~~assumed ~~that~~operational ~~affect~~leadership. ~~reported~~Following ~~amounts~~this intransition, ~~the~~management initiated ~~financial~~a ~~statements~~comprehensive ~~and~~restructuring ~~disclosures~~ of ~~contingencies. Actual~~the ~~results may differ from those estimates. The~~ Company’s ~~has~~accounting, ~~made~~capital ~~assumptions~~structure, ~~in valuing its oil~~ and ~~natural~~business ~~gas~~operations. ~~reserves,~~These ~~which~~efforts included ~~may affect~~ the ~~amounts~~settlement ator ~~which~~restructuring ~~oil~~of ~~and~~certain ~~natural~~legacy ~~gas~~obligations, ~~properties~~revisions ~~are~~to ~~recorded. The Company has also computed~~ the ~~components~~capital ofstructure, ~~the~~and ~~investment~~a ~~units~~strategic ~~sold~~shift toward inmineral ~~its~~asset ~~private~~acquisition, ~~offerings using assumptions such as volatility~~development, ~~expected life~~ and ~~the risk-free interest rate (See Note 7)~~monetization.

~~Going Concern~~ 37

~~The~~As ~~Company’s financial statements have been prepared on~~ a ~~going~~result ~~concern basis which contemplates the realization~~ of ~~assets~~this ~~and~~change ~~the liquidation of liabilities~~ in ~~the~~control ~~ordinary course of business. The Company has incurred substantial losses from operations~~ and subsequent ~~has a working capital deficit~~restructuring, ~~which history and circumstance raise substantial doubt as to~~ the Company’s ~~ability~~current tobusiness ~~continue as a going concern. At December 31~~model, ~~2012, the Company had a net loss of $454,007, negative working~~ capital ~~of $424~~structure,~~800,~~ and ~~accumulated~~operating ~~deficit~~strategy ofdiffer $6,266,031. The Company has raised sufficient funds through the private sale of participating units to acquire working interests in nine oil and gas wells. Six of the wells are currently producing as of December 31, 2012 and one well has been abandoned. Total gross revenue generated substantially from ~~these~~those six wells during the year ended December amounted to $357,943. Although the Company has been successful in raising the necessary funds to acquire these working interests and has been able to generate net revenue from these wells, there is no assurance that ~~these~~existed ~~wells~~under ~~will~~prior ~~continue to generate positive cash flow~~management. Currently the net revenue generated from these wells is not sufficient to fund all of the Company’s operating costs. The Company is seeking to raise additional funds to acquire other oil and gas properties; however, there is no assurance that the necessary funds will be raised or even if the funds are raised, that the working interest acquired in the future will generate sufficient revenue to assist in the financing of the Company’s operations. Until such funding is obtained and/or positive results from planned property development materialize, doubt about the Company’s ability to continue as a going concern may remain.

~~NOTE~~December 231, -2024, ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Acquisition

~~Cash~~On December 31, 2024, the Company completed the acquisition of 100% of the equity interests of California Precious Metals LLC and ~~Cash~~Peeples, ~~Equivalents~~Inc., two wholly owned subsidiaries of NMC, Inc.

~~For~~The ~~purposes~~acquisition of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.included:

●

Two mineral leases held by California Precious Metals LLC, and

●

Previously processed mine tailings and a mineral lease held by Peeples, Inc.

The acquired set related to Peeples, Inc. also included a written mine development plan, technical documentation, recovery methodologies, and industry relationships relevant to the advancement of the project.

Total consideration for the transaction consisted of:

●

6.9 million shares of Series NMC $25 Convertible Preferred Stock, and

●

6.9 million warrants to acquire additional Series NMC preferred shares.

The aggregate transaction value was approximately $432 million, and the Company assumed approximately $5 million in liabilities.

The acquisition of Peeples, Inc. was accounted for as a business combination under ASC 805, while the California Precious Metals LLC component was treated as an asset acquisition. The assets and liabilities acquired in this transaction form a significant portion of the Company’s consolidated balance sheet as of December 31, 2025.

Organizational Structure

The Company conducts its operations through wholly owned subsidiaries, each of which is intended to hold specific mineral assets or project interests. This structure is designed to isolate project-level risks, facilitate financing arrangements, and allow for separate development or monetization strategies for individual properties.

(2) Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to annual reports on Form 10-K.

Use of Estimates

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

~~Accounts~~Actual ~~Receivable~~results could differ materially from those estimates.

~~Accounts~~Significant ~~receivable~~areas ~~are~~that ~~reported~~require at the ~~customer’s~~use of ~~outstanding~~estimates ~~balances~~include, ~~less~~but ~~any~~are ~~allowance for doubtful accounts. Interest is~~ not ~~accrued~~limited ~~on overdue accounts receivable.~~to:

~~Allowance~~● ~~for~~Asset ~~Doubtful~~valuations, ~~Accounts~~including mineral assets and inventory in process,

An● ~~allowance~~Recoverability for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. Management has determined that as of December 31assessments, ~~2012 and 2011, no allowances were required.~~

●

The fair value of equity-based transactions,

●

The valuation of liabilities and contingencies,

●

Derecognition of obligations,

●

The allocation of purchase price in business combinations, and

●

The assessment of going concern.

Principles of Consolidation

The consolidated financial statements include the accounts of MineralRite Corporation and all of its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation in accordance with ASC 810, Consolidation.

Deferred Offering Costs

The Company capitalizes certain legal, accounting, and other third-party costs directly associated with ongoing or proposed securities offerings. These costs are classified as deferred offering costs on the balance sheet.

Upon successful completion of the offering, these amounts are offset against the proceeds as a reduction to additional paid-in capital. If an offering is abandoned or withdrawn, the costs are expensed in the period that determination is made.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts which may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company maintains its cash with financial institutions that are federally insured. At times, such balances may exceed insured limits. The Company has not experienced any losses in these accounts.

Revenue Recognition

~~Oil~~The ~~and~~Company ~~gas~~recognizes ~~production~~revenue ~~revenues~~in ~~are~~accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized atwhen control of the ~~point~~promised ofgoods ~~sale~~or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

FAccounts ~~- 8~~Receivable

~~Oil~~Accounts receivable are stated at amounts due from customers, net of an allowance for credit losses when applicable. The Company evaluates the collectability of receivables and ~~Gas~~records ~~Properties~~an allowance for credit losses based on historical experience, current conditions, and reasonable and supportable forecasts.

The Company uses the full cost method of accounting under which all costs incurred in the acquisition, exploration and development of oil and natural gas reserves, including costs related to unsuccessful wells and estimated future site restoration and abandonment, are capitalized until such time as the aggregate of such costs net of accumulated depletion and oil and natural gas related deferred income taxes, on a country-by-country basis, equals the sum of 1)Inventory the discounted present value (at 10%), using prices as of the end of each reporting period on a constant basis, of the Company’s estimated future net cash flows from estimated production of proved oil and natural gas reserves as determined by independent petroleum consultants, less estimated future expenditures to be incurred in developing and producing the proved reserves but excluding future cash outflows associated with settling asset retirement obligations accrued on the balance sheet; plus 2) the cost of major development projects and unproven properties not subject to depletion, if any; plus 3) the lower of cost or estimated fair value of unproven properties included in costs subject to depletion; less 4) related income tax effects. If net capitalized costs exceed this limit, the excess is expensed unless subsequent market price changes eliminate or reduce the indicated write-down in accordance with U.S. SEC Staff Accounting Bulletin (“SAB”) Topic 12D. Depletion is computed using the units-of-production method whereby capitalized costs, net of estimated salvage values, plus estimated future costs to develop proved reserves and satisfy asset retirement obligations, are amortized over the total estimated proved reserves on a country-by-country basis. Investments in major development projects are not depleted until either proved reserves are associated with the projects or impairment has been determined.

~~Property~~Inventory ~~and~~is ~~Equipment~~stated at the lower of cost or net realizable value in accordance with ASC 330.

~~Property~~Inventory, ~~and~~when ~~equipment~~held, ~~are~~consists ~~stated~~of atfinished or ~~cost~~near-finished precious metal products, ~~less~~such ~~accumulated~~as ~~depreciation.~~doré ~~Depreciation~~bars, isbullion, ~~provided~~or ~~over~~metals ~~the~~held ~~five-year~~for ~~estimated~~matched ~~useful~~purchase ~~life~~and ofsale ~~the~~transactions, that ~~assets~~are ~~computed~~intended onfor sale in the ~~straight-line~~ordinary ~~method~~course of business within a reasonable operating cycle.

~~Gains~~Materials ~~and~~requiring ~~losses~~substantial ~~resulting~~processing, development, ~~from~~or ~~sales~~capital ~~and~~expenditure ~~dispositions~~before ofbecoming ~~property~~saleable, ~~and~~including ~~equipment~~mine ~~are~~tailings ~~included in current operations. Maintenance~~ and ~~repairs~~similar materials, are ~~charged~~not ~~to operations~~ classified as ~~incurred.~~inventory ~~Depreciation~~and ~~expense~~are ~~for~~instead ~~the~~presented ~~years~~as ~~ended~~mineral ~~December~~assets ~~31,~~or ~~2012~~other ~~and~~long-lived ~~2011 amounted $0 and $185~~assets, ~~respectively~~as appropriate.

~~Foreign~~Costs ~~Currency~~assigned ~~Translation~~to inventory include purchase price and other costs directly attributable to bringing finished or near-finished products to their existing condition and location. Inventory is evaluated at each reporting date and written down to net realizable value when the carrying amount exceeds the amount expected to be realized.

~~The Company's primary functional currency is the U.S. dollar. For foreign operations whose functional currency is the local foreign currency~~Property, ~~balance~~Plant ~~sheet accounts are translated at exchange rates in effect at the end of the year~~ and ~~income statement accounts are translated at average exchange rates for the period. Translation gains and losses are included as a separate component of stockholders’ deficit.~~Equipment

~~Concentrations~~Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of ~~Credit~~the ~~Risk~~related assets.

~~The~~Maintenance ~~Company’s~~and ~~revenue~~repairs isare ~~dependent~~expensed ~~upon~~as incurred. ~~the~~Major ~~successful~~improvements ~~efforts~~that ofextend the ~~respective~~useful ~~well’s~~life ~~operator.~~of ~~Currently~~an ~~production~~asset ~~from~~are ~~the Company’s six wells is sold to one customer~~capitalized.

~~Loss~~Mineral ~~per~~Properties ~~Share~~and ofIntangible ~~Common Stock~~Assets

~~The~~Mineral ~~Company~~properties reports earnings (loss) per share in accordance with Accounting Standards Codification “ASC” Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and ifrelated ~~the~~intangible assets ~~additional~~are ~~common~~recorded ~~shares~~at ~~were~~cost ~~dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed conversion of warrants~~ and ~~debt~~consist toprimarily ~~purchase common shares would have an anti-dilutive effect. Potential common shares as~~ of ~~December~~mineral 31leases, ~~2012~~acquired ~~that have been excluded from the computation of diluted net loss per share consist of (a) warrants to purchase 5~~tailings,~~720~~ ~~(post-split) shares of the Company’s common stock~~ and ~~(b)~~related ~~Unit holders’ options to convert their respective oil revenue interests into a total 24,030 (post~~project-~~split) shares~~level ofrights the Company’s common stock. Potential common shares as of December 31, 2011 that have been excluded from the computation of diluted net loss per share consist of (a) warrants to purchase 35,840 (post-split) shares of the Company’s common stock and ~~(b) Unit holders’ options to convert their respective oil revenue interests into a total 43,230 (post-split) shares of the Company’s common stock~~plans.

~~Asset~~The ~~Retirement~~Company ~~Obligations~~evaluates mineral properties and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

The Surface Mining Control and Reclamation Act of 1977 and similar state statutes require mine properties to be restored in accordance with specified standards. Accounting Standards Codification (“ASC”) Topic 410-20 requires recognition of an asset retirement obligation (“ARO”) for eventual reclamation of disturbed acreage remaining after mining has been completed. The Company records its reclamation obligations on a permit-by-permit basis using requirements as determined by the Office of Surface Mining of the U.S. Department of the Interior (“OSM”). The liability is calculated based upon the reclamation activities remaining after removal ceases, assuming that reclamation activities have been contemporaneous within state and federal guidelines during mining. A liability is recorded for the estimated future cost that a third party would incur to perform the required reclamation and mine closure discounted at the Company’s credit-adjusted risk-free rate. A corresponding increase in the asset carrying value of mineral rights is also recorded. The ARO asset is amortized on the units-of-production method over the proven and probable reserves associated with that permit. 40

FIf -such 9indicators are present, the Company compares the carrying value of the asset to the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset. If the carrying value exceeds those cash flows, an impairment loss is recognized in the amount by which the carrying value exceeds the estimated fair value.

~~Long-Lived~~Business ~~Assets~~Combinations

The Company accounts for ~~its~~business ~~long-lived assets~~ combinations in accordance with ASC ~~No. 360~~805, ~~“Property,~~Business ~~Plant and Equipment~~Combinations.” ASC No. 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company ~~assesses~~allocates ~~recoverability of~~ the ~~carrying~~purchase ~~value~~price of an ~~asset~~acquired bybusiness ~~estimating the future net cash flows expected~~ to ~~result from~~ the assets ~~asset,~~acquired ~~including~~and ~~eventual~~liabilities ~~disposition. If~~assumed ~~the~~based ~~future~~on ~~net~~their ~~cash~~estimated ~~flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and~~ fair ~~value~~values orat ~~disposable value. As of December 31, 2012,~~ the ~~Company~~acquisition ~~does not believe there has been any impairment of its long-lived assets~~date.

Any excess of the purchase price over the fair value of the identifiable net assets acquired is recorded as goodwill. Acquisition-related costs are expensed as incurred.

For acquisitions that do not meet the definition of a business, the transaction is accounted for as an asset acquisition, and the cost of the acquisition is allocated to the assets acquired on a relative fair value basis.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate potential impairment.

Leases

The Company accounts for leases in accordance with ASC 842, Leases. The Company determines whether an arrangement contains a lease at inception.

Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

Debt and Notes Payable

Debt and notes payable are recorded at the principal amount borrowed, net of any unamortized discounts or premiums. Debt issuance costs, if any, are amortized over the term of the related debt using the effective interest method.

Interest expense is recognized over the term of the borrowing.

Fair Value of Financial Instruments

~~Pursuant~~The toCompany follows ASC ~~No.~~ 820, “Fair Value ~~Measurements and Disclosures~~ Measurement,” ~~the~~for ~~Company~~financial isassets ~~required~~and toliabilities ~~estimate~~measured ~~the~~at fair value ~~of all financial instruments included~~ on ~~its~~a ~~balance~~recurring ~~sheet as of December 31, 2012~~basis. The Company’s financial instruments consist of cash, accounts receivables, payables, and other obligations. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value.

ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value:

●

Level 1: Quoted prices in active markets for identical assets or liabilities.

●

Level 2: Observable inputs other than Level 1 quoted prices.

●

Level 3: Unobservable inputs reflecting the Company’s own assumptions.

The carrying amounts of cash, accounts payable, and accrued liabilities approximate fair value due to their short-term nature.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation.

Stock-based compensation is measured at the grant-date fair value of the equity instruments issued and is recognized as compensation expense over the requisite service period, if any.

If equity instruments are issued for services and the fair value of the services is more reliably measurable than the fair value of the equity instruments, the Company measures the transaction based on the fair value of the services received.

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period.

Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For periods in which the Company reports a net loss, all potentially dilutive securities are excluded from the calculation because their effect would be anti-dilutive.

Income Taxes

The Company accounts for ~~its~~ income taxes ~~under~~in accordance ~~the~~with ~~provisions of~~ ASC ~~No.~~ 740, “Income Taxes.” ~~The~~Deferred ~~method~~tax ofassets ~~accounting for income taxes under ASC No. 740 is an asset~~ and ~~liability method. The asset and liability method requires the recognition of deferred tax~~ liabilities ~~and~~are ~~assets~~recognized for the expected future tax consequences of ~~temporary~~events ~~differences~~that ~~between~~have ~~tax~~been ~~bases~~included ~~and~~in the financial ~~reporting~~statements ~~bases~~or oftax ~~other assets and liabilities~~returns.

~~Recent~~Deferred ~~Accounting~~tax ~~Pronouncements~~assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates expected to apply when those differences are reversed.

~~The~~A ~~Company’s~~valuation ~~management~~allowance ~~has~~is ~~evaluated~~provided ~~all~~when it ~~recent~~is ~~accounting~~more ~~pronouncements~~likely ~~since~~than ~~the~~not ~~last~~that ~~audit~~some ~~through~~portion ~~the~~or ~~issuance~~all ~~date~~ of ~~these financial statements. In~~ the ~~Company’s~~deferred ~~opinion,~~tax ~~none~~assets ~~of the recent accounting pronouncements~~ will ~~have~~not abe ~~material effect on the financial statements~~realized.

~~NOTE 3 - INVESTMENT IN OIL & GAS PROPERTY~~ 42

InSegment March 2011, the Company acquired an 8% working interest (6.4% NRI) in the Haggard #5-17 well located in Noble County, Oklahoma, USA. The Company capitalized $35,844 in development of this well. The well’s production commenced in 2011 and is still currently producing. A royalty consisting of 60% of the net revenue received from the production of the well will be distributed proportionally to the well’s investors.Reporting

~~In April and May 2011, the Company raised a total of $95,000 towards its share of the drilling and completion of the Bond #4 well through the issuance of 38 units.~~ The Company ~~has~~operates ~~a 20% NRI~~ in ~~the~~a ~~Bond~~single #4operating segment ~~well~~focused ~~and~~on ~~each~~mineral ofasset ~~the 38 units was priced at $2~~acquisition,~~500~~ ~~per unit totaling $95~~evaluation,~~000~~ ~~cash~~ and consisted of 5,000 restricted common shares, a pro rata share of 60% of the net revenue generated from the production of the well, and warrants to purchase 10,000 shares of the Company’s common stock at $0development.25 ~~per share with an expiration date of October 2012. Each unit holder was granted the option to surrender their pro rata interest in the revenue from the well back to the company in exchange for 5~~Accordingly,~~000~~ ~~restricted common shares per unit surrendered. This option is exercisable for a period of 36 months from~~ the ~~date the investor receives the first revenue check. Of the $95,000 received, the~~ Company ~~allocated $20,936 towards the value of the investors’ 60% interest in the Company’s share of the well’s net revenue and credited this amount against the $93,332 it~~ has ~~currently~~one ~~paid~~reportable ~~and capitalized towards the drilling cost of the well~~segment. A consulting fee in connection with the offering was paid through the issuance of 3.4 units. The capitalized cost of the well was further reduced by the consultant’s allocated share in the well’s net revenue by $1,873. In November 2011, the Company received a refund of $7,771 from the well operator of costs related to this well, which reduced the capitalized cost allocated to this well. Total capitalized costs related to this well are $49,752.

In(3) ~~August~~Recent ~~2011,~~Accounting the Company raised a total of $65,000 towards its share of the drilling and completion of the Chuck #1 well through the issuance of 26 units. The Company has a 20% NRI in the Chuck #1 well and each of the 26 units was priced at $2,500 per unit totaling $65,000 cash and consisted of 5,000 restricted common shares, a pro rata share of 60% of the net revenue generated from the production of the well, and warrants to purchase 10,000 shares of the Company’s common stock at $0.25 per share with an expiration date of February 2013. Each unit holder was granted the option to surrender their pro rata interest in the revenue from the well back to the company in exchange for 5,000 restricted common shares per unit surrendered. This option is exercisable for a period of 36 months from the date of acceptance of the Subscription Agreement. Of the $65,000 received, the Company allocated $15,394 towards the value of the investors’ 60% interest in the Company’s share of the well’s net revenue and credited this amount against the $59,015 it has currently paid and capitalized towards the drilling cost of the well. A consulting fee in connection with the offering was paid through the issuance of 2.6 units. The capitalized cost of the well was further reduced by the consultant’s allocated share in the well’s net revenue by $1,539. As of the date of this report, the Chuck #1 well is not in production. Total capitalized costs related to this well are $42,779.Pronouncements

FThe -Company 10regularly monitors and evaluates new accounting standards issued by the Financial Accounting Standards Board (“FASB”).

AsIn ofNovember ~~December 31~~2023, ~~2012,~~ the ~~Company’s~~FASB ~~accrued~~issued ~~asset~~ASU ~~retirement obligation totaled $11~~2023-07,~~994~~ Segment ~~and~~Reporting ~~this~~(Topic ~~amount~~280): ~~was~~Improvements ~~included~~to inReportable ~~the~~Segment ~~capitalized~~Disclosures, ~~cost~~which ofexpands ~~the~~disclosure ~~oil~~requirements ~~and~~for reportable ~~gas properties~~segments. ~~Depletion~~The ~~expense~~amendments isare ~~included~~effective ~~in production expense as reflected in the accompanying statements of operations. Depletion expense~~ for ~~the~~fiscal ~~year~~years ~~ended~~beginning ~~December~~after ~~31, 2012 and 2011 amounted to $58,748 and $124,084, respectively. During the year ended~~ December 3115, ~~2012, the Company charged against accumulated depletion the $10,000 deposit it had on the on Flat Creek lease as the option to drill on the property expired~~2023. InThe ~~addition, during 2012, the~~ Company ~~determined~~is ~~that~~currently evaluating ~~its interest in~~ the ~~Bond~~impact ~~#3 well was commercially unproductive and the well was abandoned. The well’s cost basis~~ of ~~$47,866~~this ~~was~~standard ~~also charged against accumulated depletion pursuant to ASC Topic 932-360-40 “Extractive Activities.” In addition, in 2012, the Company sold deep drilling rights~~ on ~~three of~~ its ~~leases~~consolidated ~~for~~financial ~~$28,880,~~statement ~~which was credited against the costs of its proved oil and gas properties~~disclosures.

~~NOTE~~In 4December 2023, the FASB issued ASU 2023-09, Income ~~RELATED~~Taxes ~~PARTY~~(Topic ~~TRANSACTIONS~~740): Improvements to Income Tax Disclosures, which requires enhanced disclosures related to income taxes. The amendments are effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of this standard.

~~The~~Other ~~Company~~than ~~has~~the ~~entered~~standards ~~into~~described aabove, management ~~month-to-month~~does ~~lease~~not ~~agreement~~believe ~~with~~that ~~Trio~~any ~~Gold~~recently ~~for an office in Calgary~~issued, ~~Alberta,~~but ~~Canada.~~not ~~Trio~~yet ~~Gold’s President is the father of Ron Ruskowsky~~effective, ~~the~~accounting ~~former~~pronouncements ~~President~~would ~~and~~have ~~CEO~~a ofmaterial ~~the Company. This lease can be canceled~~ impact on ~~one~~the ~~month~~Company’s ~~written~~consolidated ~~notice.~~financial ~~The lease agreement was amended in February 2011 which increased rental payments from approximately $450 to $1~~position,~~300~~ ~~per~~results ~~month~~of ~~plus applicable taxes. For the years ended December 31~~operations, ~~2012~~or ~~and~~cash ~~2011, rent expense amounted to $15,908 and $16,094, respectively~~flows.

In October 2012, Mr. Guy, Peckham, the Company’s President, personally assumed $200,000 of the obligation the Company’s owes Santeo Financial for unpaid management fees. The $200,000 debt was not forgiven and the Company’s records indicate the $200,000 debt as being owed to Mr. Peckham as of December 31, 2012. The $200,000 is non-interest bearing, unsecured, and due on demand. Mr. Ruskowsky, the Company’s former president, provided services through a consulting agreement that the Company had with Santeo Financial Corp (~~“Santeo”~~4). ~~Mr.~~Going ~~Ruskowsky~~Concern ~~owns a controlling interest in Santeo.~~Considerations

~~Under~~The ~~the~~accompanying ~~terms~~consolidated offinancial statements ahave ~~consulting~~been ~~agreement,~~prepared ~~the~~assuming ~~Company~~that ~~was required to pay Santeo $15,000 per month. The $15,000 monthly fee was accrued by~~ the Company ~~and~~will ~~was~~continue reduced by amounts actually paid. The consulting agreement terminated in August 2012. In October 2012, the balance owed to Santeo amounted to $397,193, of which $200,000 was personally assumed by Mr. Guy Peckham. The balance owed to Santeo as of the termination date, net of the assumed $200,000, amounted $197,193, which is being paid in monthly installments of $8,500. If the Company is successful in receiving at least $500,000 from the sale of its common stock, the Company is required to make a ~~$100,000~~going ~~installment payment against the balance due~~concern. The remaining balance, if any, becomes fully due and payable on May 1, 2013. In lieu of a cash payment of the remaining balance owed on the May 1, 2013 maturity date, Santeo may, in its sole discretion, elect to take from the Company an assignment of all the Company’s right, title and interest in its oil and gas producing properties. Consulting fees expensed for the year ended December 31, 2012 and 2011 amounted to $119,000 and $180,000, respectively.

OnThe ~~October 30 2012, the~~ Company ~~issued~~has ~~Mr.~~not ~~Guy~~yet ~~Peckham,~~generated ~~the~~significant revenues ~~Company’s~~from ~~current~~its ~~president~~principal ~~11,500,000~~operations ~~shares~~and ofhas ~~its~~incurred ~~common~~operating ~~stock~~losses ~~for~~as ~~services.~~it ~~The~~advances ~~11,500,000~~its ~~shares~~mineral ~~were~~asset ~~valued~~projects. atManagement has ~~$149,500,~~historically ~~which~~funded isoperations ~~being~~through ~~charged~~the toissuance ~~operations~~of ~~over~~equity ~~the~~securities, ~~three~~debt ~~year~~arrangements, ~~term~~and ofrelated ~~the~~financing ~~underlying agreement~~activities.

AsIn ofaccordance ~~December~~with 31ASC 205-40, ~~2012~~management is required to evaluate, and has evaluated, whether there are conditions or events that raise substantial doubt about the Company’s ability ~~owed~~to ~~Roger~~continue ~~Janssen,~~as ana ~~officer~~going ~~and~~concern ~~director~~for a period of one year from the ~~Company,~~date ~~$1,345~~the ~~for~~financial ~~services~~statements ~~previously~~are ~~performed~~issued.

AsManagement’s ofplans ~~December~~include 31raising additional capital through equity or debt financings, ~~2012~~advancing its mineral asset projects toward revenue-generating operations, and ~~the~~pursuing strategic transactions or asset-level financings. The Company ~~owed~~has ~~Phil~~historically ~~Van~~been ~~Angren,~~successful anin ~~officer~~obtaining ~~and~~capital to ~~director~~support its operations. Management believes these plans are probable of ~~the~~being ~~Company,~~effectively ~~$3,636~~implemented ~~for~~and ~~consulting~~are ~~services~~expected ~~previously~~to ~~performed~~mitigate any such conditions or events.

~~As of September 30, 2012, certain shareholders have advanced the Company a total of $19,845 that is payable on demand and is non-interest bearing.~~ 43

~~NOTE~~These 5conditions -raise ~~LOANS~~substantial ~~AND~~doubt about ~~NOTES~~the ~~PAYABLE~~Company’s ability to continue as a going concern. Management’s plans to address these conditions include raising capital through equity or debt financings, entering into strategic partnerships or joint ventures, and monetizing mineral assets or related opportunities. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, and do not include any adjustments that might result from the outcome of this uncertainty. However, there can be no assurance that future financing will be available on acceptable terms or at all.

On(5) ~~July 23, 2012, the Company settled the total balance owed Integrated~~ Business Concepts, Inc. of $434,632 for $2,461. The Company realized a gain on extinguishment of debt including cumulative foreign currency adjustments totaling $437,883, which was credited to income. Interest accrued and charged to operations for the year ended December 31, 2012 and 2011 amounted $28,517 and $46,876, respectively.Combinations

On ~~November~~December 2031, ~~2012~~2024, the Company ~~entered~~completed the ~~into~~acquisition ~~a series~~ of ~~agreements~~California ~~whereby~~Precious aMetals ~~debt~~LLC of(“CPM”) ~~$59,000~~and ~~owed to Randall Lanham~~Peeples, ~~Esquire and his firm for past legal services as general counsel to the Company was extinguished in exchange for the issuance of common shares~~Inc. ~~Mr.~~(“Peeples”) ~~Lanham~~pursuant ~~assigned $40,000 of the debt obligation~~ to ~~four~~a ~~entities~~transaction with ~~and one individual~~NMC. The ~~Company~~results ~~issue 8,000,000 restricted shares~~ of ~~its~~these ~~common~~acquisitions ~~stock~~are toreflected ~~these~~in ~~assignees~~the inCompany’s ~~exchange~~consolidated ~~for~~financial ~~the~~statements ~~forgiveness~~as of the ~~$40,000 of debt they collectively held~~acquisition date. ~~The 8,000,000 common shares were valued at $400,000.~~

~~The remaining $19~~Peeples,~~000~~ ~~debt was also forgiven in exchange for the issuance of 2,500,000 shares of the Company’s common stock~~Inc. The 2,500,000 shares were valued at $125,000 and the Company recognized a loss of $466,000 on the transaction. The 2,500,000 shares were issued through the Company’s 2012 Stock Incentive Plan and are not restricted and are available for sale.

FThe acquisition of Peeples was determined to constitute a business under ASC 805, Business Combinations, and was accounted for as a business combination. Peeples held previously processed mine tailings classified as chattel (personal property), a written mine development plan, technical documentation, and strategic relationships necessary to advance operations. These materials were not unprocessed in-situ 11mineral resources, but rather previously processed tailings that functioned economically as inventory-type material supported by technical and metallurgical data.

~~NOTE~~California 6Precious -Metals ~~INCOME TAXES~~LLC

~~Deferred~~The ~~income~~acquisition ~~tax~~of ~~assets~~CPM ~~and~~was ~~liabilities~~treated ~~are~~as ~~computed~~an asset ~~annually~~acquisition, ~~for~~as ~~differences~~the ~~between~~acquired ~~financial~~set ~~statement and tax bases~~ of assets ~~and~~did ~~liabilities~~not ~~that~~meet ~~will result in taxable or deductible amounts in~~ the ~~future~~definition ~~based~~of ona ~~enacted~~business ~~tax~~under ~~laws~~ASC ~~and rates applicable to the periods in which the differences are expected to affect taxable income~~805. ~~Valuation~~CPM ~~allowances~~held ~~are~~mineral ~~established~~leases and ~~when~~related ~~necessary~~rights towithout ~~reduce~~supporting ~~deferred~~infrastructure, ~~tax~~workforce, ~~assets to the amount expected to be realized. Income tax expense is the tax payable~~ or ~~refundable~~business ~~for the period plus or minus the change during the period in deferred tax assets and liabilities~~activity.

~~The~~Consideration ~~effective~~and ~~tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:~~Allocation

	December 31,
	2012			2011
Current expense - Benefit
Federal	$	-			$	-
State		-				-
Total current expense (benefit)		-				-
Deferred Benefit
Federal	$	-			$	-
State		-				-
Total deferred benefit		-				-
U.S statutory rate		34.00	%		$	34.00	%
Less valuation allowance		-34.00	%			-34.00	%
Effective tax rate		0.00	%			0.00	%

The total consideration for the transaction was approximately $432 million, consisting primarily of the issuance of 6.9 million shares of Series NMC $25 Convertible Preferred Stock and 6.9 million warrants to purchase the same. The Company also assumed approximately $5 million of liabilities associated with the acquired entities.

The ~~significant~~Series ~~components~~NMC Convertible Preferred Stock included a structured sinking fund repurchase feature providing for a minimum repurchase price of ~~deferred~~$25.40 ~~tax~~per ~~assets~~share, ~~and~~which ~~liabilities~~accretes at ~~are~~a asrate ~~follows:~~of 5% per year. This feature was considered in determining the fair value of the securities issued.

Deferred tax assets
Stock based compensation		171,922			169,793
Net operating losses		31,297			1,361,577
		203,219			1,531,370
Less valuation allowance		(203,219	)		(1,531,370	)
Deferred tax asset - net valuation allowance	$	--		$	--

The fair value of the consideration transferred was determined based on the fair value of the securities issued, consistent with ASC 805. Management determined that the fair value of the consideration transferred approximated the fair value of the net assets acquired based on the valuation analyses performed in connection with the transaction.

~~The net change in the valuation allowance for 2012 was $(1,328,151).~~ 44

The Company’s ~~net~~allocated ~~operating~~the ~~loss~~consideration among ~~for~~the ~~income~~acquired ~~tax~~assets ~~reporting~~and ~~purposes~~assumed ~~was~~liabilities ~~significantly~~based ~~impacted~~on bytheir ~~the~~estimated ~~change~~fair invalues ~~control~~at ~~which~~the ~~occurred~~acquisition ~~on October 30, 2012~~date. ~~The~~Substantially ~~Company~~all of ~~has~~the aassigned ~~net~~value ~~operating~~was ~~loss~~attributed ~~carryover~~to atthe ~~December~~previously ~~31,~~processed ~~2012~~mine oftailings ~~approximately~~classified ~~$92,000~~as ~~that~~chattel is(personal ~~available~~property) toacquired in ~~offset~~the ~~future~~Peeples ~~income~~transaction. ~~for~~The ~~income~~two ~~tax~~mineral ~~reporting~~leases ~~purposes,~~held ~~which~~by ~~will~~California ~~expire~~Precious inMetals ~~various~~and ~~years~~the ~~through~~approximately ~~2032, if not previously utilized~~377.11-acre ~~For~~Arizona State ~~the~~Land ~~year~~Department ~~ended~~lease ~~December~~held ~~31,~~by ~~2012,~~Peeples ~~the~~were ~~Company~~recorded ~~utilized~~at ~~against~~their ~~its~~allocated ~~net~~fair ~~taxable~~values ~~income~~based ~~net~~on ~~operating~~management’s ~~loss carry forwards of approximately $122,000~~analysis.

~~The~~These ~~Company~~valuations ~~adopted~~were ~~the~~not ~~provisions~~based ofon ~~ASC~~proven or ~~740-10-50,~~probable ~~formerly FIN 48~~reserves, ~~“Accounting~~but ~~for~~rather ~~Uncertainty~~reflected instrategic ~~Income~~value, ~~Taxes.”~~development ~~The~~potential, ~~Company~~technical ~~had~~data, noand ~~material~~related ~~unrecognized~~intellectual ~~income~~property associated ~~tax~~with ~~assets or liabilities for~~ the ~~years~~acquired ~~ended December 31, 2012 and 2011~~materials.

~~The~~No ~~Company’s~~goodwill ~~policy~~was ~~regarding~~recognized income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the years ended December 31, 2012 and 2011, there were no income taxes, or related interest and penalty items in ~~the~~connection with ~~income~~these ~~statement, or liability on the balance sheet~~acquisitions. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is no longer subject to U.S. federal or state income tax examination by tax authorities for years before 2009. The Company is not currently involved in any income tax examinations.

FThe -resulting 12assets and liabilities acquired form a significant portion of the Company’s consolidated balance sheet as of December 31, 2025.

~~NOTE 7~~ Acquisition-related ~~COMMON~~costs ~~STOCK~~were ~~AND~~expensed as ~~WARRANTS~~incurred.

~~Year~~(6) ~~Ended~~Revenue ~~December 31, 2012~~Recognition

AsThe ~~indicated in Note 1, the~~ Company ~~declared~~has anot ~~50-for-1~~recognized ~~reverse~~revenue from ~~stock split of~~ its ~~common~~principal ~~stock~~operations onduring ~~August~~the ~~31,~~reporting ~~2012~~period. ~~All~~ ~~references~~Revenue inrecognition ~~the~~policies ~~accompanying~~are ~~financials~~established toin ~~the~~accordance ~~number~~with ofASC 606, ~~shares~~Revenue ~~outstanding~~from ~~and~~Contracts ~~per-share~~with ~~amounts have been restated to reflect this stock split~~Customers.

OnThe ~~October~~Company ~~30,~~expects ~~2012,~~to ~~the~~generate ~~Company~~future revenue ~~issued~~through athe ~~total~~sale of ~~40,000,000~~minerals ~~(post-split)~~and ~~shares~~the ofmatched ~~its~~purchase ~~common~~and ~~stock~~sale oftransactions ~~which~~involving ~~33,000,000~~precious ~~shares~~metals. ~~were~~Revenue ~~issued~~will tobe recognized ~~five~~when ~~individuals~~control ~~and~~of ~~five~~the ~~entities~~product inor ~~exchange~~service ~~for~~is ~~consulting~~transferred ~~services,~~to ~~valued~~the ~~at $429~~customer,~~000.~~ ~~The~~in ~~$429,000~~an isamount ~~being~~that ~~charged~~reflects ~~to operations over~~ the ~~three-year~~consideration to ~~term~~which of the ~~respective~~Company ~~agreement.~~expects ~~The~~to ~~remaining~~be ~~7,000,000~~entitled ~~shares~~in ~~were~~exchange ~~issued,~~for ~~but~~those ~~subsequently~~goods ~~cancelled~~or asservices. ~~the~~Revenue ~~intended~~is ~~recipients~~expected ~~failed~~ to ~~provide~~be ~~the~~recognized ~~agreed-upon~~at ~~services.~~a point ~~As indicated~~ in ~~Note~~time 4,when ~~Mr.~~control ~~Guy Peckham~~transfers, ~~the~~typically ~~Company’s~~upon ~~president,~~delivery ~~received~~or ~~11,500,000~~transfer of ~~the 33~~title,~~000,000~~ ~~shares~~depending ~~issued.~~on ~~The~~the ~~11,500,000~~terms ~~shares~~of ~~were~~the ~~valued~~underlying ~~at $149,500~~agreements. ~~Consulting fees charged to operations in 2012 relating to this transaction amounted to $23,946.~~

AsNo ~~indicated~~disaggregated ~~more~~revenue ~~fully~~disclosures inare presented ~~Note~~since ~~5, on November 20, 2012,~~ the Company ~~issued~~did ~~10,500,000~~not ~~(post-split)~~generate ~~shares~~revenue offrom its ~~common~~principal ~~stock~~operations induring ~~exchange for~~ the ~~cancellation~~reporting ~~of $59,000 of debt~~period. ~~The 10,500,000 shares were valued at $525,000 and the Company recognized a loss of $466,000 on the transaction.~~

~~Year~~(7) ~~Ended~~Accounts ~~December~~Receivable ~~31,~~/ ~~2011~~Credit Losses

As ~~discussed in Note 3, during April and May 2011, the Company received a total~~ of ~~$95,000~~December ~~through the issuance of 38 participating units. Each unit is sold for $2~~31,~~500~~ ~~and consisted of (a) 100 (post-split) restricted common shares of the Company’s common stock~~2025, (b) a warrant to purchase 200 (post-split) shares of the Company’s common stock at $12.50 per share, expiring 18 months from date of issuance, (c) a pro rata interest in 60% of the total revenue interest that the Company owns in the Bond #4 well, and (d) an option to convert the unit holder’s pro rata share in the well revenue into 100 shares of the Company’s common stock expiring 36 months after the first revenue check is received by the unit holder. The Company valued the four components of each unit separately. In the valuation of the common shares issued and the pro rata interest in oil revenue2024, the Company’s ~~used~~had ~~the~~no ~~trading~~material ~~price~~accounts ~~of the Company’s common shares on the date of issuance~~receivable. The common stock warrant and the option to convert the oil revenue interest into shares of the Company’s common stock were valued using the Black-Scholes Option Model using risk-free interest rates ranging from 0.89% to 1.60%, with volatility ranging from 186% to 208%. Of the $95,000 received, $20,936 was credited against the payments made towards the Company’s well costs. The remaining $74,064 was credited to equity. The Company issued a total of 3,800 (post-split) shares and 7,600 options related to the private placement.

~~During~~The ~~April and May 2011, the~~ Company ~~paid~~has aadopted ~~consultant 3.4 participating units in consideration for services rendered in connection with~~ the ~~offerings.~~provisions of OfASC ~~the $8~~326,~~500~~ ~~fee,~~Financial aInstruments—Credit ~~total of $1~~Losses,~~873~~ ~~was~~and ~~credited~~will ~~against~~apply the ~~payments~~current ~~made~~expected ~~towards~~credit ~~the~~loss ~~Company’s well costs. The Company issued a total of 340~~ (~~post-split~~“CECL”) model ~~shares and 680 options~~ to ~~the~~future ~~consultant~~accounts inreceivable ~~consideration~~as ~~for~~they ~~services~~arise.

Pursuant to an agreement that was consummated in May 2011, the Company issued 49,179 (post-split) shares of its common stock to a consultant as an upfront one-time fee for services related to future financings. The shares were valued at $98,357 and were recorded on the Company’s balance sheet as deferred offering costs. The consultant is also entitled to receive an additional cash commission totaling 18% of funds raised as a result of the consultant’s efforts. As of December 31, 2012, there were no funds raised by the consultant under the terms of this agreement. 45

AsWhen ~~discussed~~accounts inreceivable ~~Note~~are 3recorded, an inallowance ~~August 2011 the Company received a total of $65,000 through the issuance of 26 participating units. Each unit is sold~~ for ~~$2,500~~credit ~~and~~losses ~~consisted~~will ofbe ~~(a)~~established ~~100~~based (post-split) restricted common shares of the Company’s common stock, (b) a warrant to purchase 200 (post-split) shares of the Company’s common stock at $12.50 per share, expiring 18 months from date of issuance, (c) a pro rata interest in 60% of total revenue interest that the Company owns in the Chuck #1 well, and (d) an option to convert the unit holder’s pro rata share in the well revenue into 100 shares of the Company’s common stock expiring 36 months after the first revenue check is received by the unit holder. The Company valued the four components of each unit separately. In the valuation of the common shares issued and the pro rata interest in oil revenue, the Company’s used the trading price of the Company’s common shares on ~~the~~historical date of issuance. The common stock warrant and the option to convert the oil revenue interest into shares of the Company’s common stock were valued using the Black-Scholes Option Model using risk free interest rates ranging from 0.89% to 1.60%experience, ~~with~~current ~~volatility~~economic ~~ranging from 186% to 208%. Of the $65~~conditions,~~000~~ ~~received, $15,394 was credited against the payments made towards the Company’s well costs. The remaining $49,606 was credited to equity. The Company issued a total of 2,600 (post-split) shares~~ and ~~5,200 options related to the private placement~~reasonable forecasts.

In(8) August 2011, the Company paid a consultant 2.6 participating units in consideration for services rendered in connection with the offerings. Of the $6,500 fee, a total of $1,539 was credited against the payments made towards the Company’s well costs. The Company issued a total of 260 shares and 520 options to the consultant in consideration for services.Inventory

~~Options~~Inventory is stated at the lower of cost or net realizable value in accordance with ASC 330.

OnInventory, ~~November~~when 20held, ~~2012,~~consists ~~the~~of ~~Company~~finished or ~~adopted~~near-finished ~~its~~precious ~~2012~~metal ~~Stock~~products, ~~Incentive~~such ~~Plan~~as ~~(the~~doré ~~“Plan”). Under the Plan~~bars, ~~the Company reserved 5~~bullion,~~000,000~~ ~~shares~~or ofmetals ~~its~~held ~~common~~for ~~stock~~matched topurchase beand ~~issued~~sale ~~to employees~~transactions, that ~~directors,~~are ~~consultants~~intended ~~and~~for ~~advisors.~~sale ~~The~~in ~~exercise price under~~ the ~~Plan~~ordinary iscourse ~~$0.001 per share. As~~ of ~~December~~business ~~31,~~within ~~2012,~~a ~~the~~reasonable ~~Company~~operating ~~issued 2,500,000 common shares through the Plan~~cycle.

FMaterials requiring substantial processing, development, or capital expenditure before becoming saleable, including mine tailings and similar materials, are not classified as inventory and are instead presented as mineral assets or other long-lived 13assets, as appropriate.

~~The~~As ~~following~~of ~~table~~December ~~sets~~31, ~~forth~~2025, ~~common~~and ~~share~~2024, ~~purchase~~the Company ~~warrants~~did ~~(post-split)~~not ~~outstanding~~report asany ofinventory ~~December~~on ~~31,~~its ~~2012:~~consolidated balance sheets.

	Warrants Outstanding			Weighted Average Exercise Price
Balance, December 31, 2010		72,080		$	12.50
Warrants granted		14,000		$	12.50
Warrants expired		(50,240	)	$	(12.50	)
Balance, December 31, 2011		35,840		$	12.50
Warrants granted		-		$	-
Warrants expired		(30,120	)	$	12.50
Balance, December 31, 2012		5,720		$	12.50

(9) Property, Plant and Equipment

~~NOTE~~Property 8and -equipment ~~FAIR~~are ~~VALUE~~recorded at historical cost. Major additions and improvements that extend the useful life or functionality of an asset are capitalized, while routine repairs and maintenance are expensed as incurred.

~~The~~Depreciation ~~Company’s financial instruments consist principally of related party payables~~ and ~~stockholder loans. The Company believes all of the financial instruments’ recorded values approximate fair market value because of their nature and respective durations.~~Depletion

~~The~~Depreciation ~~Company~~is ~~complies~~calculated ~~with~~using the provisions of ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements required under other accounting pronouncements. ASC 820straight-~~10-35,~~line method ~~“Fair~~over ~~Value Measurements and Disclosures - Subsequent Measurement” (“ASC 820-10-35”), clarifies that fair value is an exit price, representing~~ the ~~amount~~estimated ~~that~~useful ~~would~~lives ~~be received from the sale~~ of ~~an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820-10-35 also requires that a fair value measurement reflect~~ the ~~assumptions~~related ~~market~~assets ~~participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such~~ as ~~a pricing model) and/or the risks inherent in the inputs to the model. The Company also~~ follows ~~ASC 825 “Interim Disclosures about Fair Value of Financial Instruments,” previously referred to as FAS 107-1 to expand required disclosures.~~:

~~ASC~~Schedule ~~820-10-35~~Of ~~establishes~~Property aPlant ~~fair~~And ~~value~~Equipment hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under ASC 820-10-35 are described below:Depreciation

Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

Asset Category	Estimated Useful Life
Office and computer equipment	3 – 7 years
Machinery and processing equipment	5 – 10 years

~~Level~~For ~~2. Valuations~~assets ~~based~~associated onwith ~~quoted~~mineral ~~prices~~recovery operations, ~~for~~the ~~similar~~Company ~~assets~~capitalizes orcosts ~~liabilities,~~that ~~quoted~~are ~~prices~~directly ~~for~~attributable ~~identical~~to ~~assets~~acquiring, orconstructing, ~~liabilities~~and placing the asset into service in ~~markets~~accordance ~~that~~with ~~are~~GAAP. ~~not~~When ~~active~~depletion is applicable to resource-based assets, orthe ~~other~~Company ~~inputs~~uses ~~that~~the ~~are~~unit-of-production method ~~observable~~to orallocate ~~can~~the becapitalized ~~corroborated~~cost byover ~~observable~~the ~~data~~volume ~~for~~of ~~substantially~~resource extracted during the ~~full~~reporting ~~term~~period. ofNo depletion expense has been recorded to date due to the ~~assets~~absence orof ~~liabilities~~production.

~~Level~~Impairment ~~3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value~~ of ~~the~~Long-Lived ~~assets or liabilities.~~Assets

The Company ~~utilizes~~reviews ~~the~~long-lived ~~best~~assets, including ~~available~~property ~~information~~and equipment, for impairment whenever events or changes in ~~measuring~~circumstances ~~fair~~indicate ~~value~~that the carrying amount of an asset may not be recoverable. ~~The~~Recoverability ~~following~~is ~~table~~assessed ~~summarizes,~~based byon ~~level~~the ~~within~~estimated undiscounted future cash flows expected to result from the ~~fair~~use of the asset. If the carrying value ~~hierarchy~~exceeds those cash flows, an impairment loss is recognized equal to the difference ~~financial~~between ~~assets~~the ~~and~~asset’s ~~liabilities~~carrying ~~recorded~~amount atand its estimated fair value onin aaccordance ~~recurring~~with ~~basis~~ASC as360, ofProperty, ~~follows:~~Plant, and Equipment.

December 31, 2012
Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Liabilities
Related party payables		-	$	372,701		-	$	372,701
Stockholder loans		-	$	19,845		-	$	19,845

FNo -depreciation 14or impairment expense was recorded during the periods presented, as the Company’s equipment remained in storage and was not placed into service during those periods.

December 31, 2011
Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Liabilities
Related party payables		-	$	333,674		-	$	333,674
Notes payable		-	$	424,948		-	$	424,948
Stockholder loans		-	$	19,845		-	$	19,845

(10) Mineral Properties / Intangible Assets / Goodwill

~~NOTE~~Accounting ~~9 - SUBSEQUENT EVENTS~~Policy

OnMineral ~~February~~properties 4,are ~~2013,~~classified ~~the~~as ~~Company~~either tangible ~~issued~~or anintangible ~~additional~~assets ~~7,000,000~~depending ~~common~~on ~~shares for consulting services. The 7,000,000 shares were valued at $2,450,000. Of~~ the ~~7,000,000~~nature ~~common~~of ~~shares issued,~~ the ~~Company’s~~rights ~~president received 2,000,000 shares.~~acquired:

On● ~~March~~Mineral 1,Rights ~~2013, the Company entered into a Share Exchange Agreement with Goldfield International Inc.~~ (~~“Goldfield”~~Intangible Assets).: ~~Under~~Rights ~~the terms of the agreement, the Company acquired all of the outstanding shares of Goldfield in exchange for issuing 2,000,000 shares of its common stock~~ to ~~the~~explore ~~sole~~or ~~shareholder~~extract ofminerals ~~Goldfield.~~from Inspecific addition, the Company also entered into an agreement with Goldfield’s sole shareholder to acquire personal goodwill for $100,000, of which $33,000 is due on April 1, 2013, $33,000 is due on May 1, 2013 and $34,000 is due on June 1, 2013properties.

In● ~~March~~Mine ~~2013,~~Development ~~the Company commenced the sale of a minimum of 2,300,000 units~~ and aInfrastructure maximum of 9,100,000 units through a private offering to accredited investors. Each unit consists of one share of the Company’s common stock and a 5-year warrant to purchase 50% of one share of common stock exercisable at no cost when the market value of the Company’s common stock first equals or exceeds $1.50 per share. The cost of each unit is $0.25 and the minimum investment is $10,000 (~~40,000~~Tangible ~~units~~Assets).: ~~All~~Includes ~~funds~~stripping, ~~received from the sale of the units will be placed in escrow and will be released to the Company upon the initial sale of 2~~drilling,~~300,000~~ ~~units~~road ~~for a gross amount of $575~~access,~~000.~~ ~~The offering provides for compensation to registered brokers~~tailings-~~dealers~~related ~~and other qualified finders a placement fee equal to 12% of the amount the respective placement agent raises payable in cash~~infrastructure, ~~an additional 15% of the amount raised payable in the Company’s warrants,~~ and aother ~~reasonable~~capitalized ~~expense~~site-development ~~allowance~~activities.

FThe -Company 15capitalizes acquisition costs, including legal and other directly attributable expenses, when control of a mineral interest is obtained.

~~EXHIBIT~~Exploration ~~INDEX~~and evaluation expenditures are capitalized when they relate to specific mineral properties and management concludes that future economic benefits are probable. Regional or preliminary exploration expenditures not directly attributable to a specific property are expensed as incurred.

Number		Description
3.1		Articles of Incorporation, filed with the registrant’s Registration Statement on Form S -1, as amended; filed with the Securities and Exchange Commission on January 6, 2009.
3.2		Bylaws, filed as exhibit 3.2 with the registrant’s Registration Statement on Form S-1, as amended; filed with the Securities and Exchange Commission on January 6, 2009.
3.3		Amended Articles of Incorporation filed as Exhibit 3.3 on Form 8-K filed March 4, 2010
3.4		Amended Bylaws (as amended through August 31, 2012), filed as exhibit 3.11 with registrant’s Current Report 10-Q filed on November 27, 2012 for the period ended September 30, 2012
10.1		MineralRite Corporation 2012 Stock Incentive Plan filed as Exhibit 10.1 on Form 8-K filed November 21, 2012
10.2		Share Exchange Agreement and Good Will Purchase Agreement filed herewith
10.3		Consulting Agreement with Lloyd McEwan filed herewith.
31.01		Certification of the principal executive officer pursuant to rule 13a-14 filed herewith.
31.02		Certification of principal financial officer pursuant to rule 13a-14 filed herewith.
32.01		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith
32.02		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith

Development expenditures are capitalized once technical feasibility and commercial viability are demonstrable.

All mineral properties currently held by the Company are not yet in commercial production. Accordingly, no depletion, depreciation, or amortization has been recorded. Once production begins, tangible mineral property costs will be depreciated using the units-of-production method, and intangible mineral rights will be amortized over the estimated reserve life or evaluated for impairment if not yet placed in service.

Carrying Value and Impairment

The Company evaluates its mineral properties for impairment indicators in accordance with ASC 360-10, Property, Plant, and Equipment. Assets are written down to fair value if events or changes in circumstances indicate that their carrying amount may not be recoverable. As of the reporting date, no such indicators have been identified.

Standalone mineral leases for which no separate consideration was paid and for which no independently measurable fair value is available are carried at a value of $0. These leases represent enabling legal rights associated with the underlying mineral assets and are evaluated as part of the related asset group for impairment purposes.

Business Combinations and Fair Value Allocation

Mineral interests acquired in a business combination are recorded at fair value as of the acquisition date in accordance with ASC 805. Fair value is determined using market-participant assumptions and appropriate valuation techniques consistent with ASC 820.

On December 31, 2024, the Company acquired California Precious Metals LLC and Peeples Inc., which together held three mineral properties and previously processed mine tailings. The Peeples acquisition was accounted for as a business combination.

The acquired set included:

●

Previously processed mine tailings;

●

A mineral lease providing site access;

●

A written mine development plan;

●

Technical, metallurgical, and environmental datasets; and

●

Associated project documentation and operational relationships.

These elements were evaluated collectively in determining the acquisition-date fair value of the identifiable net assets acquired and the appropriate accounting treatment under ASC 805, as described in the Company’s Form 10 and related correspondence with the SEC Staff.

Based on the acquisition-date fair value of the consideration transferred, the Company recorded identifiable net assets of approximately $432,000,000. No goodwill was recognized.

Net Assets Acquired

Assets and Liabilities Recognized	Gross Carrying Amount	Accumulated Depreciation	Amount
Peeples, Inc - Previously processed mine tailings, including associated mineral lease, mine plan, permitting, and technical documentation	$432,000,000	$0	$432,000,000
Peeples, Inc. – mineral lease (377.11 acres)	$0	$0	$0
California Precious Metals LLC – exploratory leases	$0	$0	$0
Goodwill	$0	$0	$0
Total	$432,000,000	$0	$432,000,000

The table above reflects the acquisition-date fair value assigned to the mineral assets acquired through the business combination under ASC 805. The tailings asset is supported by a substantial body of historical engineering, metallurgical, and technical data.

During the current period, the Company engaged an independent Qualified Person to conduct a multi-phase technical evaluation of the Skull Valley tailings as an initial step toward potential future technical reporting under Regulation S-K Subpart 1300. The Company cannot predict the timing or outcome of this evaluation, and there is no assurance that any mineral resources or reserves will be established under S-K 1300 standards.

As of the reporting date, the properties remain under evaluation, and no indicators of impairment have been identified. No depletion or amortization has been recorded.

(11) Leases

As of the reporting date, the Company maintains two categories of lease arrangements:

●

Operating leases, which are accounted for under ASC 842, Leases; and

●

Mineral leases, which provide rights to explore or develop mineral properties and are accounted for in accordance with ASC 930, Extractive Activities – Mining, and ASC 360, Property, Plant, and Equipment.

The accounting treatment depends on the nature and purpose of the lease, as described below.

Operating Leases

The Company has entered into short-term, low-value lease arrangements for shared office and miscellaneous space. These arrangements qualify for the short-term lease exemption under ASC 842 and are not recorded on the balance sheet. Lease payments are recognized as expense over the lease term.

As of the reporting date, the Company does not maintain any finance leases or long-term operating leases that require recognition of right-of-use (“ROU”) assets or lease liabilities under ASC 842.

Mineral Leases

The Company holds certain mineral lease agreements through its wholly owned subsidiaries that provide rights to explore and potentially develop mineral properties.

Annual lease payments, minimum annual guarantee payments, and related insurance costs are recognized as expense as incurred.

Costs directly attributable to evaluating or advancing a specific mineral property, such as engineering studies, surveys, and other site-specific technical work, are capitalized as part of the related mineral asset in accordance with ASC 930 and ASC 360.

As of the reporting date, no right-of-use assets or lease liabilities have been recognized under ASC 842 with respect to mineral leases, as these arrangements represent mineral property interests accounted for under the extractive activities model rather than operating or financing leases.

(12) Debt / Notes Payable

The Company previously had four promissory notes outstanding with an aggregate principal balance of $117,500, all of which were issued between 2012 and 2021 by prior management to unaffiliated third parties. For an extended period, the Company had not made payments on these instruments and had not received demands for payment or other communications from the noteholders.

Management evaluated the status of these obligations under applicable statutes of limitation governing enforcement of debt instruments and, based on that evaluation and consultation with legal counsel, concluded that claims for repayment are time-barred and not enforceable. In reaching this conclusion, management considered, among other factors, the absence of creditor activity for many years and the absence of tolling agreements, waivers, acknowledgments, or other events that would extend or revive the applicable limitations period.

Accordingly, during the third quarter of 2025, the Company derecognized the full aggregate principal balance of these obligations pursuant to ASC 405-20-40-1(b). The corresponding gain on extinguishment was recognized in other income during the year ended December 31, 2025.

The Company continues to monitor communications and claims, if any, relating to historical obligations.

(13) Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the years in which those differences are expected to reverse.

During 2024, the Company filed delinquent federal income tax returns covering prior tax years. Based on those filings, the Company reported net operating loss carryforwards (“NOLs”) of approximately $8.7 million for federal income tax purposes. These filings remain subject to examination by the Internal Revenue Service, and no confirmation of the reported NOL amounts has been received.

Under ASC 740, tax benefits are recognized only when it is more likely than not that the position will be sustained upon examination by taxing authorities. Due to the uncertainty surrounding the ultimate acceptance of the reported NOL amounts, the Company has not recognized a deferred tax asset related to these reported carryforwards as of December 31, 2025.

For the years ended December 31, 2025, and 2024, the Company did not record a current or deferred income tax expense or benefit.

The Company will continue to evaluate its tax positions and will recognize any deferred tax assets when the recognition threshold under ASC 740 is met.

(14) Equity / Capital Stock / Earnings per Share

Capital Structure

The Company’s authorized capital stock consists of:

●

20,000,000,000 shares of common stock, no par value;

●

105,000 shares of Series A Preferred Stock, no par value;

●

33,000 shares of Series B Preferred Stock, no par value;

●

100,000 shares of Series C Preferred Stock, no par value;

●

35,000 shares of Series D Preferred Stock, $25 par value;

●

7,100,000 shares of Series NMC Preferred Stock, $25 par value; and

●

42,627,000 shares of undesignated preferred stock, no par value.

As of December 31, 2025, and December 31, 2024, the following classes and series of capital stock were authorized and issued and outstanding. The table below also summarizes the par value, voting rights, and conversion terms applicable to each class and series.

Schedule of stockholders equity

Series	Par Value	Authorized	Outstanding 12/31/2025	Outstanding 12/31/2024	Votes Per Share	Conversion Ratio
Common	No par	20,000,000,000	6,211,776,842	4,347,776,842	1 vote per share	N/A
Series A	No par	105,000	105,000	105,000	3,000 votes per share	None
Series B	No par	33,000	13,500	13,500	1,000 votes per share	1 : 1,000
Series C	No par	100,000	9,404	8,249	400,000 votes per share	1 : 400,000
Series D	$25 par	35,000	0	700	25,000 votes per share	1 : 25,000
Series NMC	$25 par	7,100,000	6,900,000	6,900,000	500 votes per share	1 : 500
Undesignated Preferred Stock	No par	42,627,000	0	0	N/A	N/A

Common Stock

Each share of common stock entitles the holder to one vote on all matters submitted to shareholders. Holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, subject to any preferential rights of outstanding preferred stock. In the event of liquidation, holders of common stock are entitled to share ratably in the Company’s assets remaining after payment of liabilities and satisfaction of any preferential rights of preferred stockholders. As of December 31, 2025, and December 31, 2024, there were 6,211,776,842 and 4,347,776,842 shares of common stock issued and outstanding, respectively.

Preferred Stock

Series A Preferred Stock

The Series A Preferred Stock is non-convertible and entitles the holder to 3,000 votes per share on all matters submitted to shareholders. The Series A Preferred Stock does not carry dividend rights or liquidation preferences separate from common stock unless otherwise provided in its certificate of designation. As of December 31, 2025, and December 31, 2024, there were 105,000 shares of Series A Preferred Stock issued and outstanding.

Series B Preferred Stock

Each share of Series B Preferred Stock is convertible into 1,000 shares of common stock. Each share carries 1,000 votes per share on matters submitted to shareholders. The Series B Preferred Stock does not have a mandatory redemption feature. As of December 31, 2025, and December 31, 2024, there were 13,500 shares of Series B Preferred Stock issued and outstanding. The Series B Preferred Stock does not carry dividend rights or liquidation preferences separate from common stock unless otherwise provided in its certificate of designation.

Series C Preferred Stock

Each share of Series C Preferred Stock is convertible into 400,000 shares of common stock. Each share carries 400,000 votes per share. Conversion terms are fixed and not subject to variable price adjustments. The Series C Preferred Stock does not contain a mandatory redemption provision. As of December 31, 2025, and December 31, 2024, there were 9,404 and 8,249 shares of Series C Preferred Stock issued and outstanding, respectively. The Series C Preferred Stock does not carry dividend rights or liquidation preferences separate from common stock unless otherwise provided in its certificate of designation.

Series D Preferred Stock

Each share of Series D Preferred Stock is convertible into 25,000 shares of common stock and carries 25,000 votes per share. As of December 31, 2025, and December 31, 2024, there were 0 and 700 shares of Series D Preferred Stock issued and outstanding, respectively. The Series D Preferred Stock does not carry dividend rights or liquidation preferences separate from common stock unless otherwise provided in its certificate of designation.

Series NMC Preferred Stock

Each share of Series NMC Preferred Stock is convertible into 500 shares of common stock and carries 500 votes per share. As of December 31, 2025, and December 31, 2024, there were 6,900,000 shares of Series NMC Preferred Stock issued and outstanding. The Series NMC Preferred Stock does not carry dividend rights or liquidation preferences separate from common stock unless otherwise provided in its certificate of designation.

The Series NMC Preferred Stock includes a structured sinking fund repurchase mechanism pursuant to which the Company may, at its discretion, make repurchase offers to holders from time to time. The repurchase price accretes at a rate of 5% per annum, subject to a minimum repurchase price of $25.40 per share.

Upon the making of a repurchase offer, each holder must elect either to accept the repurchase price in cash or to convert such holder’s shares into common stock pursuant to the stated conversion ratio. The holder’s election is final with respect to that offer.

The Series NMC Preferred Stock does not contain a fixed redemption date and does not provide holders with the unilateral right to require cash redemption absent a Company-initiated offer. Accordingly, the Series NMC Preferred Stock is classified as equity in accordance with ASC 480.

Undesignated Preferred Stock

The Company is authorized to issue 42,627,000 shares of undesignated preferred stock. The Board of Directors has the authority, without further shareholder approval, to issue such shares in one or more series and to determine the voting rights, dividend rights, conversion features, liquidation preferences, and other terms of each series. No shares of undesignated preferred stock were issued or outstanding as of December 31, 2025, or 2024.

Common Stock Activity

During the year ended December 31, 2024, the Company reclaimed and cancelled 9,544,690 shares of common stock pursuant to the Final Judgment in SEC v. Keener (1:20-cv-21254-BB), reducing the number of shares outstanding. As of December 31, 2024, the Company had 4,347,776,842 shares of common stock issued and outstanding.

During the year ended December 31, 2025, the Company issued an aggregate of 1,864,000,000 shares of common stock, increasing the total shares outstanding from 4,347,776,842 at December 31, 2024, to 6,211,776,842 at December 31, 2025.

Significant issuances during the year included:

●

1,500,000,000 shares issued upon conversion of 60,000 shares of Series D Preferred Stock at the stated conversion rate of 25,000 common shares per preferred share;

●

342,000,000 shares issued upon conversion of 855 shares of Series C Preferred Stock at the stated conversion rate of 400,000 common shares per preferred share;

●

17,000,000 shares issued in exchange for equity securities of Creatd, Inc.; and

●

5,000,000 shares issued for investor awareness consulting services.

All issuances were recorded at fair value on the respective issuance dates, with corresponding amounts recognized in additional paid-in capital.

Preferred Stock Activity

Series A Preferred Stock Activity During the Period

There were 105,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2025, and December 31, 2024, and no issuances, conversions, or other changes occurred during the period.

Series B Preferred Stock Activity During the Period

There were 13,500 shares of Series B Preferred Stock issued and outstanding as of December 31, 2025, and December 31, 2024, and no issuances, conversions, or other changes occurred during the period.

Series C Preferred Stock Activity During the Period

During the year ended December 31, 2024, the Company issued shares of Series C Preferred Stock for aggregate recorded consideration of $429,480, consisting of a combination of cash and non-cash asset contributions, resulting in 8,249 shares issued and outstanding, represented by a balance of $499,485 at December 31, 2024.

During the year ended December 31, 2025, the Company issued 2,010 shares of Series C Preferred Stock for aggregate recorded consideration of $431,700. During the same period, 855 shares of Series C Preferred Stock were converted into 342,000,000 shares of common stock at the stated conversion rate of 400,000 common shares per preferred share, and the carrying value of $102,600 associated with those shares was reclassified to additional paid-in-capital. As a result, Series C Preferred Stock increased from 8,249 shares, represented by a balance of $499,485 at December 31, 2024, to 9,404 shares, represented by a balance of $828,585 at December 31, 2025.

Series D Preferred Stock Activity During the Period

During the year ended December 31, 2024, the Company issued 700 shares of Series D Preferred Stock for aggregate recorded consideration of $17,500, consisting of a combination of cash and non-cash asset contributions, resulting in 700 shares issued and outstanding at December 31, 2024.

During the year ended December 31, 2025, the Company issued 59,300 shares of Series D Preferred Stock for aggregate recorded consideration of $1,482,500, consisting of a combination of cash and non-cash asset contributions, recorded at fair value on the issuance dates.

During the same period, 60,000 shares of Series D Preferred Stock, including the 700 shares outstanding at December 31, 2024, were converted into 1,500,000,000 shares of common stock at the stated conversion rate of 25,000 common shares per preferred share, and the related carrying value of $1,500,000 was reclassified to additional paid-in capital.

As a result, Series D Preferred Stock decreased from 700 shares, represented by a balance of $17,500 at December 31, 2024, to zero shares outstanding at December 31, 2025.

Series NMC Preferred Stock Activity During the Period

There were 6,900,000 shares of Series NMC Preferred Stock issued and outstanding as of December 31, 2025, and December 31, 2024, and no issuances, conversions, or redemptions occurred during the period.

Warrants and Contractual Purchase Rights

As of December 31, 2024, the Company had outstanding contractual purchase rights and warrants exercisable into 5,847,900,000 shares of common stock, consisting of 3,201 Series C contractual purchase rights, 2,750 Series C warrants, 700 Series D warrants, and 6,900,000 Series NMC warrants. Changes during the year ended December 31, 2025, primarily reflect the exercise of certain Series C contractual purchase rights and the issuance of additional Series D warrants in connection with financing transactions. The net increase in shares issuable during 2025 was primarily attributable to the issuance of Series D warrants issued in connection with financing transactions involving Series D Convertible Preferred Stock, partially offset by the exercise of certain Series C contractual purchase rights.

As of December 31, 2025, the Company had outstanding contractual purchase rights and warrants exercisable pursuant to fixed contractual terms as defined in the respective agreements. These instruments are classified as equity in accordance with ASC 815-40 and ASC 480, as they are indexed to the Company’s own stock and do not require net cash settlement or otherwise meet the criteria for liability classification.

The following table summarizes these instruments as of December 31, 2025:

Instrument	Instruments Outstanding	Common Shares Issuable per Instrument	Total Common Shares Issuable
Series C contractual purchase rights (bespoke options)	1,861	400,000	744,400,000
Series C warrants	2,750	400,000	1,100,000,000
Series D warrants	60,000	25,000	1,500,000,000
Series NMC warrants	6,900,000	500	3,450,000,000
Total	—	—	6,794,400,000

If exercised in full, these contractual purchase rights and warrants would result in the issuance of up to 6,794,400,000 additional shares of the Company’s common stock, resulting in substantial dilution to existing common shareholders.

Convertible Preferred Stock

As of December 31, 2024, the Company had outstanding convertible preferred stock that was convertible into 6,780,600,000 shares of common stock pursuant to fixed conversion ratios.

As of December 31, 2025, the Company had outstanding shares of convertible preferred stock that were convertible into shares of the Company’s common stock pursuant to fixed conversion ratios defined in the respective certificates of designation. These preferred shares are classified as equity in accordance with ASC 480 and ASC 815-40.

The following table summarizes the preferred stock outstanding and the number of common shares issuable upon conversion as of December 31, 2025:

Schedule of preferred stock outstanding

Series	Preferred Shares Outstanding	Conversion Ratio (Common per Preferred)	Common Shares Issuable
Series B Convertible Preferred Stock	13,500	1,000	13,500,000
Series C Convertible Preferred Stock	9,404	400,000	3,761,600,000
Series NMC Convertible Preferred Stock	6,900,000	500	3,450,000,000
Total	—	—	7,225,100,000

If fully converted, these preferred shares would result in the issuance of up to 7,225,100,000 additional shares of common stock.

Equity Classification of Convertible Instruments, Contractual Purchase Rights, and Warrants

All outstanding convertible preferred stock, contractual purchase rights, and warrants are classified as equity instruments in accordance with ASC 480, Distinguishing Liabilities from Equity, and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. These instruments are indexed to the Company’s own common stock and provide for settlement through the issuance of a fixed or determinable number of shares. None of these instruments require or permit net cash settlement, and the Company does not have an obligation to repurchase or redeem the instruments for cash or other assets. Accordingly, these instruments meet the criteria for equity classification and are presented as components of shareholders’ equity in the accompanying consolidated balance sheets.

Shares Reserved for Future Issuance

As of December 31, 2025, approximately 14,019,500,000 shares of the Company’s common stock were potentially issuable upon conversion of outstanding convertible preferred stock and the exercise of outstanding contractual purchase rights and warrants. The Company had 13,788,223,158 authorized but unissued shares of common stock available as of that date. Accordingly, the number of shares issuable upon conversion and exercise exceeded the number of authorized but unissued shares available as of December 31, 2025. The Company does not have a present obligation to issue shares in excess of its authorized share capital, and issuance of any additional shares beyond the authorized amount would require shareholder approval to amend the Company’s Certificate of Formation. No liability has been recorded in connection with these instruments, as settlement in shares in excess of authorized amounts is not presently required and remains subject to corporate authorization.

Earnings Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Net income attributable to common stockholders reflects the deduction of cumulative dividends on the Company’s Series A Preferred Stock totaling $10,500 for the year ended December 31, 2024. For the year ended December 31, 2025, the Company reported a net loss and therefore the Series A preferred dividend was not deducted in computing loss per share.

Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company applies the if-converted method for convertible preferred stock and the treasury stock method for warrants and contractual rights, in accordance with ASC 260.

The following table sets forth the computation of earnings (loss) per share:

Schedule of earnings per share

	Year Ended December 31, 2025	Year Ended December 31, 2024
Net income (loss)	$(291,519)	$396,762
Less: Series A preferred dividend	—	$(10,500)
Net income (loss) attributable to common stockholders	$(291,519)	$386,262
Weighted average shares – basic	4,835,385,747	4,352,178,005
Basic earnings (loss) per share	$(0.00006)	$0.000089
Weighted average shares – diluted	4,835,385,747	5,953,338,005
Diluted earnings (loss) per share	$(0.00006)	$0.000065

During the year ended December 31, 2024, diluted earnings per share reflects the inclusion of incremental shares resulting from in-the-money Series C contractual purchase rights and Series C warrants, calculated using the treasury stock method in accordance with ASC 260-10-45-11. The weighted average shares outstanding were increased by 501,160,000 shares related to contractual purchase rights and 1,100,000,000 shares related to warrants, resulting in total diluted weighted average shares outstanding of 5,953,338,005.

For the year ended December 31, 2025, the Company reported a net loss. Accordingly, all potentially dilutive securities were excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive.

Potentially dilutive securities excluded for 2025 included:

●

Series A Preferred Stock

●

Series B Preferred Stock

●

Series C Convertible Preferred Stock

●

Series D Convertible Preferred Stock

●

Series NMC $25 Convertible Preferred Stock

●

Outstanding warrants and contractual purchase rights

For the year ended December 31, 2024, diluted earnings per share reflects the inclusion of dilutive contractual purchase rights and warrants calculated using the treasury stock method. Convertible preferred stock was excluded because its inclusion would have been anti-dilutive.

(15) Stock-Based Compensation

Accounting Policy

The Company accounts for share-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Equity instruments issued in exchange for goods or services are measured at their grant-date fair value and recognized as compensation expense over the requisite service period. When equity instruments are fully vested at grant but relate to future service obligations, the Company records the grant-date fair value as a prepaid asset and amortizes such amount ratably over the service period.

Investment Banking Services

During the year ended December 31, 2025, the Company issued Series C Convertible Preferred Stock in exchange for investment banking services under two separate agreements with different investment banking firms.

In February 2025, the Company issued 90 shares of Series C Convertible Preferred Stock. The shares were fully vested at grant. The aggregate grant-date fair value of these shares was $39,600, which was recognized as expense during the year ended December 31, 2025. Pursuant to the agreement, if no financing transaction occurs during the engagement term, the service provider has agreed to return 50% of the shares issued. As of December 31, 2025, all shares remain issued and outstanding.

In a separate ten-month investment banking engagement beginning in 2025 with a different investment banking firm, the Company granted a minimum of 50 shares of Series C Convertible Preferred Stock. The aggregate grant-date fair value of these shares was determined to be $134,000. Although the shares were fully vested at grant, they relate to a ten-month service obligation. Accordingly, the Company recorded the grant-date fair value as prepaid consulting expense and recognizes compensation expense ratably over the service period. During the year ended December 31, 2025, the Company recognized $26,800 of expense related to this engagement. As of December 31, 2025, $107,200 remained unrecognized and is included in prepaid expenses.

Investor Outreach Services

In October 2025, the Company issued 5,000,000 shares of common stock in exchange for investor awareness consulting services under a six-month agreement.

The aggregate grant-date fair value of the shares was determined to be $31,000. Because the shares relate to a six-month service period, the Company recorded the fair value as prepaid consulting expense and recognizes compensation expense ratably over the service term. During the year ended December 31, 2025, the Company recognized $10,333 of stock-based compensation expense related to this agreement. As of December 31, 2025, $20,667 remained unrecognized and is included in prepaid expenses.

Total Stock-Based Compensation Expense

For the year ended December 31, 2025, the Company recognized total stock-based compensation expense of $81,733. Included in this amount is $5,000 related to a pricing discount provided in connection with a Series C preferred stock issuance.

(16) Commitments and Contingencies

The Company evaluates commitments and contingencies in accordance with ASC 450, Contingencies. A liability is recognized when it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. If a loss is reasonably possible but not probable, the Company discloses the nature of the contingency and an estimate of possible loss, or a statement that such estimate cannot be made.

The Company may be subject to contractual commitments, regulatory matters, environmental obligations, indemnification arrangements, guarantee arrangements, and legal proceedings in the ordinary course of business. As of December 31, 2025, the Company is not aware of any such matters that would have a material adverse effect on its financial position, results of operations, or cash flows.

From time to time, the Company may receive informal assertions relating to legacy activities and matters, including historical financial instruments or alleged obligations. As of December 31, 2025, management does not believe any such matters require accrual or disclosure of a loss contingency.

Legal proceedings and related loss contingencies are discussed in Note (18).

(17) Fair Value Measurements (ASC 820)

Fair Value of Financial Instruments

The Company evaluates and discloses the fair value of its financial instruments in accordance with ASC 820, Fair Value Measurement and ASC 825, Financial Instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-level hierarchy for fair value measurements based on the observability of inputs:

●

Level 1: Quoted prices in active markets for identical assets or liabilities.

●

Level 2: Observable inputs other than quoted prices included within Level 1.

●

Level 3: Unobservable inputs reflecting the Company’s own assumptions.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short-term nature.

Investments in Marketable Securities

As of December 31, 2025, the Company held restricted, marketable equity securities that are carried at fair value based on Level 1 inputs. These securities are measured at fair value at each reporting date, with unrealized gains and losses recognized in Other Income / (Expense) in the Statement of Operations. The Company’s cost basis in these securities was $25,500, and their fair value as of December 31, 2025, was $51,300. Accordingly, the Company recognized an unrealized gain of $25,800 for the year ended December 31, 2025.

Cash and Cash Equivalents

For purposes of the Statements of Cash Flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

(18) Legal Proceedings / Litigation Reserves

As of December 31, 2025, the Company was not a party to any pending or threatened legal proceedings that are expected to have a material effect on its financial condition, results of operations, or cash flows.

In accordance with ASC 450, Contingencies, the Company evaluates potential legal exposures and records a liability when it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. As of December 31, 2025, no loss contingencies have been recorded and no litigation reserves have been established.

(19) Related Party Transactions (ASC 850)

During the year ended December 31, 2025, the Company engaged in transactions with related parties in the ordinary course of business.

Consulting Arrangements

During 2025, the Company received consulting services from:

●

MIS Consulting, Inc. (“MIS”), an entity owned and controlled by the Company’s President and Chief Executive Officer;

●

Abstract Concepts 1618 LLC (“Abstract”), a regularly engaged and compensated consultant of the Company; and

●

CRD News LLC (“CRD”), an entity owned and controlled by the Company’s President.

MIS provides consulting services to the Company pursuant to a consulting agreement substantially similar in form to the agreements used with other consultants. James Burgauer serves as the designated consultant on behalf of MIS.

Abstract provides consulting services to the Company pursuant to a consulting agreement substantially similar in form to the agreements used with other consultants. Lloyd Hendricks III is the manager of Abstract and serves as the designated consultant servicing the Company’s engagement.

CRD provides investor list rental, email distribution services, list management, and related support services in the ordinary course of business. CRD also processes certain third-party pass-through costs on behalf of the Company, which are reimbursed by the Company. No amounts were outstanding to CRD as of December 31, 2025.

Compensation for consulting and service arrangements was approved by management and is reflected in the accompanying financial statements.

Regulation D Private Offering

The Company commenced a private offering of Series D Preferred Stock pursuant to Regulation D, Rule 506(c), with a date of first sale of December 31, 2024, as reported on Form D. The offering continued through 2025 with a target raise of $1,500,000.

At the time Abstract participated in 2025, approximately $120,000 in subscriptions had already been received from other investors.

Abstract participated in the offering and acquired 48,000 shares of Series D Preferred Stock, with an aggregate stated value of approximately $1,200,000, together with 48,000 warrants in accordance with the terms of the offering. These Series D shares were immediately converted into 1,200,000,000 shares of common stock pursuant to the stated conversion ratio of 25,000 shares of common stock for each share of Series D Preferred Stock.

Commodity Capital Advisors LLC (“Commodity Capital”), an entity managed by Abstract and partially owned by Abstract and the two adult children of the Company’s President, also participated in the offering and acquired 7,200 shares of Series D Preferred Stock, with an aggregate stated value of approximately $180,000, together with warrants in accordance with the terms of the offering, and immediately converted them into 180,000,000 shares of the Company’s common stock pursuant to the stated conversion ratio of 25,000 shares of common stock for each share of Series D Preferred Stock.

The participation by Abstract and Commodity Capital enabled the Company to complete the $1,500,000 target offering amount.

The subscription consideration for the purchases by Abstract and Commodity Capital was satisfied through the transfer by Abstract to the Company, in full payment, of a derivative, fixed, terminating production payment royalty interest carved solely from Abstract’s existing royalty interest in an external project unrelated to the Company’s operations.

In connection with the subscription transactions, the Company granted Abstract and Commodity Capital a contractual option to repurchase the transferred royalty interests. The option is exercisable at a price equal to 110% of the respective subscription amounts, with such repurchase price increasing at a rate of 2% per month, compounded monthly. The repurchase feature constitutes a contractual option only and does not create any obligation of the Company to repurchase or redeem any securities or otherwise repay any amount. The repurchase feature does not constitute indebtedness and does not obligate the holders to exercise.

Related Party Line of Credit

During the year ended December 31, 2025, MIS provided working capital financing to the Company pursuant to a revolving Line of Credit Agreement dated December 1, 2025. The Credit Line permits borrowings up to a maximum outstanding principal balance of $100,000. Advances under the facility accrue interest at rates agreed upon by the parties for each borrowing, but not less than the Applicable Federal Rate (AFR).

The Credit Line is unsecured and payable on demand.

As of December 31, 2025, approximately $6,000 was outstanding under the Credit Line.

During 2025, Abstract advanced approximately $3,000 to the Company, which was repaid shortly thereafter.

Related Party Guarantee

In December 2025, the Company entered into a General Indemnity Agreement in connection with a surety bond issued by Indemnity National Insurance Company relating to the Company’s mineral lease operations. Under the agreement, the Company’s President executed the indemnity in his individual capacity as an indemnitor, thereby personally guaranteeing certain obligations of the Company under the bond. The Company did not provide additional consideration in exchange for this personal indemnity.

Routine Expense Reimbursements

Because the Company does not maintain corporate credit cards, the Company’s President regularly uses personal credit facilities to pay routine business expenses on behalf of the Company. A detailed accounting of such expenses is provided monthly, and the Company reimburses such amounts in the ordinary course of business. These reimbursements are non-interest-bearing and are not considered financing arrangements.

Outstanding Related Party Balances

As of December 31, 2025, amounts due to related parties included:

●

approximately $7,700 payable to MIS for consulting services rendered in the ordinary course of business;

●

approximately $7,200 payable to Abstract for consulting services rendered in the ordinary course of business; and

●

approximately $6,923 payable to the Company’s President for routine business expenses charged to personal credit facilities and reimbursable in the ordinary course of business.

These balances were unsecured and are expected to be settled in the ordinary course of business. Amounts outstanding under the MIS Line of Credit are separate obligations governed by the Credit Agreement described above.

(20) Subsequent Events (ASC 855)

The Company has evaluated events subsequent to December 31, 2025, through the date these financial statements were issued, in accordance with ASC 855, Subsequent Events. The following non-recognized subsequent events were identified:

Arizona State Land Department Lease Renewal

Subsequent to December 31, 2025, the Company obtained renewal of its Arizona State Land Department mineral lease. In connection with the renewal process, the Company was assessed renewal-related amounts relating to prior periods. Certain of these amounts were paid in 2026, and discussions with the Arizona State Land Department regarding the remaining assessments are ongoing. The renewal extends the Company’s rights under the lease pursuant to the terms of the agreement.

Frost Bank Banking Arrangement

Subsequent to December 31, 2025, the Company entered into a banking arrangement with Frost Bank. In connection with such arrangement, the Company’s President personally guaranteed certain obligations of the Company. No liability has been recorded in the accompanying financial statements related to this guarantee.

Issuance of Contractual Purchase Rights

Subsequent to December 31, 2025, during the month of January 2026, the Company issued additional contractual purchase rights (“bespoke options”) to acquire up to 375 shares of Series C Convertible Preferred Stock pursuant to consulting and other service provider arrangements. Each share of Series C Convertible Preferred Stock is convertible into 400,000 shares of the Company’s common stock. Accordingly, if fully exercised and converted, these contractual purchase rights would result in the issuance of up to 150,000,000 shares of common stock.

These contractual purchase rights were issued pursuant to contractual arrangements with service providers and did not result in the issuance of any preferred or common shares as of the date of these financial statements. As of the date of issuance of these financial statements, none of these contractual purchase rights had been exercised.

Exercise of Series C Preferred Purchase Options

Subsequent to December 31, 2025, on March 10, 2026, the Company’s President exercised options to acquire 125 shares of Series C Convertible Preferred Stock at an exercise price of $120 per share. Each share of Series C Convertible Preferred Stock is convertible into 400,000 shares of the Company’s common stock. This event occurred subsequent to December 31, 2025, and therefore no adjustment has been made to the accompanying consolidated financial statements.

Return and Cancellation of Series C Preferred Stock

In the first quarter of 2026, the Company and Alpine Securities Corporation mutually agreed to the return and cancellation of 45 shares of Series C Preferred Stock that had previously been issued in connection with investment banking and related services. The shares were returned to the Company and cancelled. The Company expects to reverse the related stock-based compensation expense and additional paid-in capital associated with these shares in its financial statements for the period ending March 31, 2026. This event occurred subsequent to December 31, 2025, and therefore no adjustment has been made to the accompanying consolidated financial statements.

Other Subsequent Events

No other subsequent events requiring disclosure were identified.

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

As of December 31, 2025, the Company’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer (who is the same individual), evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.

Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2025, due to the material weakness in internal control over financial reporting described under “Material Weakness in Internal Control Over Financial Reporting” below. Notwithstanding this material weakness, management believes that the Company’s financial statements fairly present, in all material respects, the Company’s financial condition, results of operations, and cash flows for the periods presented.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Internal control over financial reporting is a process designed 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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025, due to the material weakness described under “Material Weakness in Internal Control Over Financial Reporting” below.

Material Weakness in Internal Control Over Financial Reporting

Management has identified a material weakness in the Company’s internal control over financial reporting due to a lack of segregation of duties. Because of the Company’s limited personnel, one individual currently performs substantially all accounting and financial reporting functions, which limits the Company’s ability to implement adequate segregation of duties and certain other internal controls.

To assist in addressing this limitation, management engages outside legal counsel, accounting consultants, and its independent auditors when considered necessary to provide additional review and expertise. Management has also been working to improve internal control procedures; however, as long as the Company’s accounting and financial reporting functions remain concentrated in a single individual, the material weakness related to segregation of duties will continue to exist.

Management intends to further enhance internal control procedures as the Company’s financial condition and resources permit, including the potential addition of personnel or expanded use of external accounting support to improve segregation of duties.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. The Company is exempt from the auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act because it qualifies as a smaller reporting company and an emerging growth company under applicable Securities and Exchange Commission rules.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

The following table sets forth the name, age, and position of the Company’s director and executive officer as of the date of this report:

Name	Age	Position
James Burgauer	68	President, Chief Executive Officer, and Director

James Burgauer

Mr. Burgauer has served as President, Chief Executive Officer, and Director of the Company since 2023. He has several decades of experience in the commodities, securities, and capital markets sectors.

While attending the University of Illinois, from which he graduated summa cum laude, Mr. Burgauer and associates founded a mutual fund, an investment adviser, a broker-dealer, and a transfer agent. He began his professional career with Shearson American Express and later acquired a software company that developed diagnostic systems used by major computer manufacturers worldwide.

In 1987, he returned to the securities industry and founded AISCO Holdings, Ltd. and its affiliated firms, including a retail brokerage, a market-making brokerage, and commodity firms, among others, where he served as Chief Executive Officer and Chairman. Under his leadership, the organization managed more than $700 million in assets and employed approximately 300 licensed personnel before being merged into another company in 2000, at which time Mr. Burgauer retired from the firm.

Since that time, he has been involved in business consulting, physical commodities trading, and mineral-related ventures. Since assuming leadership of the Company, he has overseen its return to reporting status, the restructuring of its capital structure, and the acquisition and advancement of its mineral assets.

Family Relationships

There are no family relationships among any of the Company’s directors or executive officers.

Involvement in Certain Legal Proceedings

During the past ten years, none of the Company’s directors or executive officers has been involved in any legal proceeding required to be disclosed under Item 401(f) of Regulation S-K.

Code of Ethics

The Company has adopted a Code of Ethics applicable to its principal executive officer, principal financial officer, and principal accounting officer, as well as to all directors, officers, and employees. The Code of Ethics was adopted by the Company’s Board of Directors effective January 1, 2025. A copy of the Company’s Code of Ethics is available upon request at the Company’s principal executive offices.

Audit Committee and Financial Expert

The Company does not currently have a separately designated audit committee. The functions typically performed by an audit committee are performed by the Company’s Board of Directors as a whole.

The Company does not currently have an audit committee financial expert, as defined by Item 407(d)(5) of Regulation S-K. The Company intends to appoint an audit committee financial expert when it is able to attract qualified independent directors as its operations and financial resources permit.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers, and persons who own more than ten percent of the Company’s common stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission.

The Company’s principal executive officer filed a Form 3 upon the Company becoming subject to the reporting requirements of the Exchange Act and filed a Form 4 to report his initial holdings. No other reportable transactions occurred during the fiscal year ended December 31, 2025.

During the year, certain transfers of economic interests were effected for tax and estate planning purposes pursuant to a nominee and voting agreement under which the reporting person retained sole voting and dispositive power over the securities. Because these transactions did not result in any change in beneficial ownership, they were not reportable under Section 16(a) of the Exchange Act.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission.

Based solely on a review of copies of such reports furnished to the Company and written representations from reporting persons, the Company believes that, except as described below, all Section 16(a) filing requirements applicable to its reporting persons were satisfied with respect to the fiscal year ended December 31, 2025.

Abstract Concepts 1618 LLC, a beneficial owner of more than 10% of the Company’s common stock, and NMC, Inc., a beneficial owner of more than 10% of the Company’s Series NMC Preferred Stock, each had not timely filed an initial Form 3 as required. The Company has been informed that such filings have been prepared and submitted; however, as of the date of this report, the filings have not yet been reflected as accepted by the Securities and Exchange Commission’s EDGAR system.

The Company is actively working with these reporting persons to complete and confirm the required filings and to bring all Section 16(a) reporting obligations into full compliance.

Item 11. Executive Compensation

Executive Officers and Directors

The following table sets forth information regarding the Company’s executive officer and director as of December 31, 2025.

Name	Age	Position
James Burgauer	68	Chief Executive Officer, President, and Director

As of December 31, 2025, Mr. Burgauer was the Company’s sole executive officer and sole director.

Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($)	Total ($)
James Burgauer, CEO	2025	—	—	—	—	120,000	120,000
James Burgauer, CEO	2024	—	—	—	—	120,000	120,000

Narrative Disclosure

During the fiscal years ended December 31, 2025, and 2024, the Company did not pay cash salary directly to its Chief Executive Officer. The Chief Executive Officer provides services through a consulting arrangement rather than a traditional employment agreement and devotes substantially all of his business time and attention to the Company’s affairs.

During each of the fiscal years ended December 31, 2025 and 2024, the Company incurred consulting fees of $10,000 per month, or $120,000 per year, payable to an entity controlled by Mr. Burgauer for executive management and related services.

As of December 31, 2025, approximately $7,700 of these amounts remained unpaid and was included within accounts payable on the Company’s balance sheet.

Effective January 1, 2026, the monthly consulting fee increased to $12,500 per month.

Equity-Related Arrangements

The Company did not grant any stock awards, option awards, or other equity-based compensation to its executive officer during the fiscal years ended December 31, 2025 or 2024.

Options held by the executive officer were originally offered in connection with a consulting and advisory agreement with the Company when he was engaged by prior management. The number of options and exercise terms were subsequently adjusted by the Board of Directors when the executive officer assumed the role of President of the Company. No additional options have been offered or granted to the executive officer since that time.

All options were purchased for value and were not issued as compensation.

The executive officer’s holdings of Series C Preferred consist of shares acquired through the exercise of options that were purchased for value, as well as shares acquired through purchases from prior owners and/or consultants. The executive officer’s holdings of Series A and Series B Preferred were likewise acquired through purchases from prior owners and/or consultants and were not issued as compensation by the Company. The executive officer does not presently hold any shares of the Company’s common stock, although his Series B and Series C Preferred holdings are convertible into common stock in accordance with their terms.

Director Compensation

The Company did not pay cash or equity compensation to its sole director during the fiscal years ended December 31, 2025, and 2024.

Employment and Consulting Arrangements

The Company does not have a traditional employment agreement with its Chief Executive Officer. Executive services are provided pursuant to a consulting agreement with an entity controlled by Mr. Burgauer.

Under this arrangement, the Company incurred consulting fees of $10,000 per month during fiscal years 2025 and 2024. As of December 31, 2025, approximately $7,700 of these amounts remained unpaid and was included within accounts payable on the Company’s balance sheet.

Effective January 1, 2026, the monthly consulting fee increased to $12,500 per month.

Equity Compensation Plan Information

The Company does not maintain any equity compensation plans under which securities are issued as compensation to employees, officers, or directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of the Company’s voting securities as of December 31, 2025, by:

●

Each person known by the Company to beneficially own more than 5% of any class of the Company’s voting securities;

●

Each director and executive officer; and

●

All directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants, or convertible securities that are exercisable or convertible within 60 days of December 31, 2025, are deemed outstanding for the purpose of computing the percentage ownership of the person holding such securities, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

As of December 31, 2025, the Company had:

●

6,211,776,842 shares of common stock issued and outstanding, consisting of:

○

1,520,138,472 restricted shares; and

○

4,691,638,370 non-restricted shares; and

●

Multiple classes of preferred stock with super-voting rights.

No shares of Series D preferred stock were issued and outstanding as of December 31, 2025, although warrants to acquire Series D preferred stock remained outstanding.

Beneficial Ownership of Common Stock

Name and Address of Beneficial Owner	Amount of Common Stock Beneficially Owned	Percent of Class
Abstract Concepts 1618 LLC (1)	1,380,000,000 (1)	22.22%
All officers and directors as a group (1 person)	—	—

Percentages are based on 6,211,776,842 shares of common stock issued and outstanding as of December 31, 2025.

Beneficial Ownership of Preferred Stock

Series A Preferred Stock

Name	Shares Beneficially Owned	Percent of Class
James Burgauer	105,000	100%

Series B Preferred Stock

Name	Shares Beneficially Owned	Percent of Class
James Burgauer	13,500	100%

Series C Preferred Stock

Name	Shares Beneficially Owned	Percent of Class
James Burgauer (2)	6,515	69.3%
Abstract Concepts 1618 LLC	1,064*	11.3%
Other holders	1,825	19.4%

*Includes Series C holdings attributable to Commodity Capital as described in footnote (1).

Percentages are based on 9,404 shares of Series C preferred stock issued and outstanding as of December 31, 2025.

Series D Preferred Stock

No shares of Series D preferred stock were issued and outstanding as of December 31, 2025. However, the following Series D warrants were outstanding:

Name	Series D Warrants Held
Abstract Concepts 1618 LLC (1)	55,200

Series NMC Preferred Stock

Name	Shares Beneficially Owned	Percent of Class
NMC, Inc. (3)	6,900,000	100%

Footnotes to Tables

(1) Abstract Concepts 1618 LLC

Includes:

●

1,200,000,000 shares of common stock held directly; and

●

180,000,000 shares of common stock held by Commodity Capital Advisors LLC.

Commodity Capital Advisors LLC is affiliated with Abstract Concepts 1618 LLC, and the shares held by Commodity Capital are attributed to Abstract for purposes of beneficial ownership reporting. Accordingly, Abstract is deemed to beneficially own an aggregate of 1,380,000,000 shares of common stock.

This footnote also includes:

●

Series C preferred shares and options held by Commodity Capital; and

●

7,200 Series D warrants held by Commodity Capital.

Abstract Concepts 1618 LLC is controlled by Lloyd Hendricks III, who has voting and dispositive power over the securities held by the entity.

(2) James Burgauer

Includes:

●

5,990 shares of Series C preferred held directly; and

●

525 shares of Series C preferred held in a nominee account over which Mr. Burgauer retains voting and dispositive control.

Also includes Series C options held directly and through nominee accounts.

(3) NMC Inc.

Represents 6,900,000 shares of Series NMC preferred stock issued as consideration in connection with the acquisition of Peeples Inc. and California Precious Metals LLC. The Series NMC preferred stock carries voting and conversion rights in accordance with its certificate of designation.

The shares are currently held by NMC Inc. on behalf of its shareholders pending future distribution. Michael Sheppard, Chief Executive Officer of NMC Inc., exercises voting and dispositive control over the shares.

Warrants to acquire an additional 6,900,000 shares of Series NMC preferred stock were outstanding as of December 31, 2025. Such warrants are exercisable at any time but are not included in the beneficial ownership calculations because they do not materially affect voting control or ownership percentages. The Series NMC warrants were out-of-the-money as of December 31, 2025.

Control of the Company

James Burgauer, the Company’s President and sole director, beneficially owns:

●

105,000 shares of Series A preferred stock (100% of the class);

●

13,500 shares of Series B preferred stock (100% of the class); and

●

6,515 shares of Series C preferred stock (directly and through a nominee account).

Each of these preferred series carries super-voting rights. As a result of these voting rights, Mr. Burgauer controls a majority of the Company’s total voting power.

Changes in Control

On October 25, 2023, the Company underwent a change of control when James Burgauer acquired voting control of the Company from the former president pursuant to an option agreement. Since that time, Mr. Burgauer has served as President and sole director of the Company.

As of December 31, 2025, the Company did not maintain any formal equity compensation plans approved by shareholders.

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

During the fiscal year ended December 31, 2025, the Company engaged in certain transactions with related persons that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Series D Transactions with Affiliated Holders

In October 2025, Abstract Concepts 1618 LLC (“Abstract”), an entity controlled and managed by Lloyd B. Hendricks, III, and Commodity Capital Advisors LLC (“Commodity Capital”), an entity managed by Abstract in which Abstract, the two adult children of the Company’s President, and other investors hold economic interests, acquired Series D Preferred Stock of the Company pursuant to the terms of a Regulation D offering conducted under Rule 506(c), with a date of first sale of December 31, 2024, as previously reported on Form D.

Abstract acquired 48,000 shares of Series D Preferred Stock, together with warrants to acquire additional Series D shares, and Commodity Capital acquired 7,200 shares of Series D Preferred Stock, together with warrants to acquire additional Series D shares. The Series D Preferred Stock was offered at a subscription price of $25 per share.

In lieu of cash consideration, Abstract and Commodity Capital conveyed to the Company a derivative, fixed, terminating production payment royalty interest pursuant to a Derivative Fixed Terminating Production Payment Royalty Agreement (“DFTPPRA”). The royalty interest entitles the Company to receive fixed royalty payments with an aggregate value of $1,380,000, consisting of $1,200,000 attributable to the shares acquired by Abstract and $180,000 attributable to the shares acquired by Commodity Capital. The amount of the royalty interest conveyed was determined by reference to the subscription price of the Series D Preferred Stock issued in the transaction.

The fixed terminating production payment conveyed to the Company represents a contractual right to receive $1,380,000 from the underlying royalty stream, independent of the ultimate processing value of the related mineral asset. The royalty interest conveyed to the Company is derived from royalty interests held by Abstract in connection with a tailings processing project. The Company’s President also holds personal and affiliated royalty interests in the same underlying tailings project from which the fixed terminating production payment royalty conveyed to the Company is derived. Under the terms of the DFTPPRA, Abstract subordinated its own royalty payments from the underlying royalty stream to ensure that the Company receives the full $1,380,000 payment obligation before any remaining royalties are distributed to Abstract. In evaluating the transaction, the Board of Directors also considered the substantially larger economic interest underlying the royalty stream in determining that the value attributed to the royalty interest conveyed to the Company was appropriate.

In connection with the transaction, the Company granted Abstract and Commodity Capital an option to repurchase the conveyed royalty interest at a price equal to 110% of the original subscription amount, with the repurchase price increasing at a rate of 2% per month, compounded. The repurchase option is exercisable solely at the election of the holders and does not create any obligation of the Company to repurchase the royalty interest.

At the time of the Series D transactions, Abstract was serving as a consulting advisor to the Company in the areas of strategic planning and project development pursuant to a consulting arrangement previously disclosed by the Company.

Each share of Series D Preferred Stock was convertible into shares of the Company’s common stock pursuant to the terms of the Company’s certificate of designation for the Series D Preferred Stock. Following the issuance of the Series D Preferred Stock in the transactions described above, Abstract and Commodity Capital elected to convert their shares of Series D Preferred Stock into common stock of the Company in accordance with those terms. Upon conversion, Abstract received 1,200,000,000 shares of common stock and Commodity Capital received 180,000,000 shares of common stock. As a result of these conversions, Abstract became an affiliate of the Company.

The Board of Directors reviewed and approved these transactions based on the subscription price of the securities issued, the contractual payment structure of the royalty interest conveyed to the Company, and the strategic relationship with the affiliated parties.

MIS Consulting Arrangement

During the years ended December 31, 2025 and 2024, the Company engaged MIS Consulting, an entity controlled by James Burgauer, the Company’s President and Chief Executive Officer, to provide executive management and administrative services to the Company. Pursuant to this arrangement, MIS Consulting was paid consulting fees of $10,000 per month, or $120,000 annually, for services rendered during each of 2025 and 2024. The Company believes that the terms of this arrangement were reasonable and consistent with compensation arrangements for executive management services provided to similarly situated companies. Beginning in 2026, the monthly consulting fee was increased to $12,500. The Company expects to disclose this modification in its subsequent events discussion where applicable.

Revolving Credit Arrangement with MIS Consulting, Inc.

The Company has entered into a revolving line of credit arrangement with MIS Consulting, Inc., an entity owned and controlled by the Company’s President and Chief Executive Officer, James Burgauer. The line of credit was established pursuant to a Line of Credit Agreement dated December 1, 2025 and permits borrowings of up to $100,000 to provide working capital to support the Company’s operating activities. Advances under the facility accrue interest at rates agreed upon by the parties for each borrowing, but not less than the Applicable Federal Rate (AFR). The credit facility is unsecured and payable on demand. As of December 31, 2025, approximately $6,000 was outstanding under this arrangement. The Board of Directors determined that the arrangement was in the best interests of the Company because it provided a flexible and readily available source of working capital during the Company’s development stage.

Guarantees Provided by the Company’s President

In connection with the Arizona State Land Department mineral materials lease held by the Company’s wholly owned subsidiary, Peeples, Inc., the Company was required to post a reclamation bond in the amount of approximately $70,000. In order to facilitate the placement of this bond, the Company’s President and Chief Executive Officer, James Burgauer, provided a personal guarantee to the bonding provider.

The guarantee was provided to support the Company’s regulatory bonding requirement and did not involve the payment of any cash consideration by the Company to Mr. Burgauer. The Board of Directors determined that the guarantee was in the best interests of the Company because it allowed the Company to satisfy regulatory bonding requirements necessary to maintain the mineral lease and advance the project.

Subsequent to December 31, 2025, Mr. Burgauer also provided a personal guarantee in connection with a $10,000 line of credit obtained by the Company from Frost Bank.

Other De Minimis Related Party Transactions

From time to time, certain related parties have provided short-term funding to the Company, including both (i) routine business expense advances charged to personal or affiliate credit accounts and reimbursed in the ordinary course, and (ii) amounts carried as interest-bearing obligations under related-party line-of-credit or similar arrangements. The Company does not maintain corporate credit cards, and, for operational convenience, certain routine business expenses, such as travel, meals, and online vendor payments, are occasionally charged to personal or affiliate credit accounts and later reimbursed or treated as advances to the Company. Such advances have been made by entities controlled by the Company’s President, including MIS Consulting, Inc. and CRD News LLC, and by Abstract Concepts 1618 LLC, an affiliate of the Company controlled and managed by Lloyd Hendricks III.

Routine expense advances are generally non-interest-bearing and are reimbursed in the ordinary course of business. Amounts that remain outstanding may be carried as interest-bearing obligations pursuant to the terms of the applicable related-party credit arrangements. These arrangements were entered into to facilitate the payment of routine operating expenses and the provision of short-term working capital during the Company’s development stage.

Abstract Concepts 1618 LLC was initially engaged by the Company in December 2023 pursuant to a consulting arrangement that provided for monthly service payments.

Family-Related Ownership Interests

Commodity Capital Advisors LLC (“Commodity Capital”) has engaged in certain transactions with the Company. Commodity Capital is managed by Lloyd B. Hendricks, III, and a portion of the economic interests in Commodity Capital are held by other investors, including the adult children of the Company’s President and Chief Executive Officer, James Burgauer. These interests represent passive economic interests only, and such individuals do not participate in the management or control of Commodity Capital. Because immediate family members of executive officers are considered related persons for purposes of Item 404(a) of Regulation S-K, the Company has disclosed transactions involving Commodity Capital to the extent that such interests may represent an indirect pecuniary interest in those transactions.

Nominee and Family-Related Ownership Arrangements

In certain instances, the Company’s President and Chief Executive Officer, James Burgauer, may hold or transfer certain personal shareholdings in the Company, or other investment interests, in a nominee capacity for the benefit of his spouse for estate-planning purposes. Under these arrangements, Mr. Burgauer retains full voting and investment discretion with respect to such shares or investment interests. The spouse does not participate in the management, decision-making, or control of the Company or of any such investment and has no involvement in the Company’s management or operations. These nominee arrangements are administrative in nature and do not affect the Company’s governance or control.

Review and Approval of Related Party Transactions

The Company does not currently maintain a standing audit committee or other committee of independent directors responsible for reviewing related-party transactions. Because the Company’s Board of Directors presently consists of a single director, any transaction that could constitute a related-person transaction under Item 404(a) of Regulation S-K is reviewed and approved by the Board of Directors. In evaluating such transactions, the Board considers the nature of the related person’s interest in the transaction, the material terms of the proposed transaction, the potential benefits to the Company, and whether the transaction is on terms that the Company believes are reasonable under the circumstances. The Series D transactions described above were reviewed and approved by the Board of Directors in accordance with this process.

Director Independence

The Company’s board of directors currently consists of one director, James Burgauer, who also serves as the Company’s President. As a result, the Company does not have any independent directors as defined under the listing standards of a national securities exchange. The Company does not currently have separate audit, compensation, or nominating committees. The functions of those committees are performed by the board of directors.

Item 14. Principal Accountant Fees and Services

The following table sets forth the aggregate fees billed or accrued by the Company’s principal independent registered public accounting firm for professional services rendered during the fiscal years ended December 31, 2025, and 2024.

Fiscal Year	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees	Total
2025	$5,600	$0	$0	$0	$5,600

Fiscal Year	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees	Total
2024	$3,500	$0	$0	$0	$3,500

Audit Fees

Audit fees consist of fees billed or accrued for professional services rendered for the audit of the Company’s annual financial statements and the review of financial statements included in the Company’s periodic reports.

Audit Committee Pre-Approval Policies and Procedures

The Company’s board of directors performs the functions of an audit committee. All services provided by the Company’s independent registered public accounting firm are approved by the board of directors prior to engagement.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Financial Statements

Included in Item 8.

(b) Financial Statement Schedules

None.

(c) Exhibits

Exhibit	Description	Source
3.1	Restated Certificate of Formation	Incorporated by reference to Form 10
3.2	Bylaws	Incorporated by reference to Form 10
3.3	Designation of Series A Preferred Stock (included in the Restated Certificate of Formation)	Incorporated by reference to Form 10
3.4	Designation of Series B Preferred Stock (included in the Restated Certificate of Formation)	Incorporated by reference to Form 10
3.5	Designation of Series C Preferred Stock (included in the Restated Certificate of Formation)	Incorporated by reference to Form 10
3.6	Designation of Series D Preferred Stock (included in the Restated Certificate of Formation)	Incorporated by reference to Form 10
3.7	Designation of Series NMC Preferred Stock (included in the Restated Certificate of Formation)	Incorporated by reference to Form 10
10.1	Acquisition Agreement for the acquisition of the subsidiaries of NMC, Inc., including California Precious Metals LLC and Peeples Inc	Incorporated by reference to Form 10
21.1	List of subsidiaries	Filed herewith
23.1	Consent of independent registered public accounting firm	Filed herewith

Exhibit	Description	Source
31.1	Certification of Principal Executive Officer (Rule 13a-14(a))	Filed herewith
31.2	Certification of Principal Financial Officer (Rule 13a-14(a))	Filed herewith
32.1	Certification of Principal Executive Officer (18 U.S.C. §1350)	Filed herewith
32.2	Certification of Principal Financial Officer (18 U.S.C. §1350)	Filed herewith

SIGNATURES

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

MINERALRITE CORPORATION

By: /s/ James Burgauer

Name: James Burgauer

Title: President

Date: March 15, 2026

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