ACRG American Clean Resources Group, Inc. - 10-K

ITEM 1A. RISK FACTORS

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

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

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

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

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

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

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

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

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

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

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

Risks Related to Our Capital Stock

INVESTORS MAY BE UNABLE TO ACCURATELY VALUE OUR COMMON STOCK.

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

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

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

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

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

THE MARKET FOR OUR COMMON STOCK MAY FLUCTUATE.

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

Risks Related to Our Financial Condition

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

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

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

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

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

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

Risks Related to the Company

WE HAVE LIMITED ASSETS.

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

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

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

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

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

Increase the borrowing limit to $5.0 million,

Extend the maturity date to March 16, 2025, and

Reduce the conversion price to $1.65 per share.

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

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

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

Extension of Maturity Date: To March 16, 2027.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Risks Relating to Our Business

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

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

OUR PERFORMANCE MAY BE SUBJECT TO FLUCTUATIONS IN MINERAL PRICES.

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

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

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

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

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

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

U.S. FEDERAL LAWS

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

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

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

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

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

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

Water Pollution Control Permit

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

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

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

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

Site Preparation

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

Business Plan

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

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

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

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

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

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

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

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

Planned Greenlink West grid access through NV Energy Esmeralda substation.

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

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

Strategic access to a major fiber optic junction.

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

Existing cell phone tower located on the Millers property.

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

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

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

Related Party Operating Lease

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

Rescission of SWIS LLC Transaction

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

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

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

Subsequent Changes to Management

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

Results of Operations

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

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

For the Years Ended

December 31,

Operating expenses:

General and administrative expenses

Impairment Expense

Total operating expenses

Loss from operations

Other income (expense):

Other income

Interest expense

Total other expense, net

Loss before income tax provision

Income tax provision

Net (loss)

Basic and diluted net loss per common share

Basic and diluted weighted average common shares outstanding

Revenues

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

General and Administrative Expenses

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

Impairment Expenses

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

Other Income and Expenses

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

Liquidity and Capital Resources

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

Recent Financing and Capital Transactions

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

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

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

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

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

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

issuance and sales of our Class A common stock;

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

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

cash advances from related parties

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

Known Trends and Uncertainties

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

Internal and External Sources of Liquidity

Our primary internal source of liquidity is cash on hand, which was $5,296 as of December 31, 2025. We do not currently generate positive operating cash flows. Our external sources of liquidity include related party financing (notably from GPR), potential equity issuances, and possible third-party debt arrangements. The Company does not have any off-balance sheet financing arrangements.

Material Cash Requirements and Commitments

Our primary short-term cash requirements are to fund working capital and service short-term debt. Working capital requirements can vary significantly from period to period, particularly as a result of additional development expenses. As of December 31, 2025, the Company had no material commitments for capital expenditures. However, significant capital will be required to fund the construction of the Tonopah processing facility and the planned industrial park. The Company anticipates that these requirements will be met through a combination of equity and debt financing, as well as potential government grants and strategic partnerships. The general purpose of these expenditures is to advance the Company’s business plan, including the development of permitted custom processing toll milling operations and the ACRG Greenway to Power™ Renewable Energy Industrial Park.

Trends in Capital Resources and Changes in Mix/Cost

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

Risks and Uncertainties

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

Convertible Promissory Notes Payable

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

Management Plan and Known Trends and Uncertainties

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

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

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

Cash Flows

Years Ended

December 31,

Net cash used in operating activities

Net cash provided by investing activities

Net cash provided by financing activities

Increase (decrease) in cash

Operating Activities

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

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

Investing Activities

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

Financing Activities

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

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

Off-Balance Sheet Arrangements

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

Effects of Inflation

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

Critical Accounting Policies and Estimates

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