U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2026
Commission File Number: 000-14319
AMERICAN CLEAN RESOURCES GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 84-0991764 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (I.R.S. Employer
Identification Number) |
12567 West Cedar Drive, Suite 104, Lakewood,
Colorado 80228-2039
(Address of Principal Executive Offices)
Issuer’s telephone number including area
code: (702) 458-1124
Securities registered under Section 12(b) of the
Exchange Act: None
Securities registered under Section 12(g) of the
Exchange Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | ACRG | | None |
N/A
(Former Name, Former Address and Former Fiscal
Year,
if Changed Since Last Report)
Indicate by check mark whether the issuer (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒
On August 13, 2026, there were 14,101,318 shares
of the registrant’s common stock, $0.001 par value share, issued and outstanding.
Documents Incorporated by Reference: None.
AMERICAN CLEAN RESOURCES GROUP, INC.
Quarterly Report on Form 10-Q
For the Quarterly Period Ended June 30, 2026
TABLE OF CONTENTS
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Page |
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PART I |
|
1 |
| |
FINANCIAL INFORMATION |
|
1 |
| |
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|
|
| ITEM 1. |
Condensed Consolidated Financial Statements (Unaudited) |
|
1 |
| |
Unaudited Condensed Consolidated Balance Sheets |
|
1 |
| |
Unaudited Condensed Consolidated Statements of Operations |
|
2 |
| |
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit |
|
3 |
| |
Unaudited Condensed Consolidated Statements of Cash Flows |
|
4 |
| |
Notes to Condensed Consolidated Financial Statements |
|
5 |
| ITEM 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
14 |
| ITEM 3. |
Quantitative and Qualitative Disclosures about Market Risk |
|
17 |
| ITEM 4. |
Controls and Procedures |
|
17 |
| |
|
|
|
| |
Part
II |
|
18 |
| |
OTHER INFORMATION |
|
18 |
| ITEM 1. |
Legal Proceedings |
|
18 |
| ITEM 1A. |
Risk Factors |
|
18 |
| ITEM 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
|
18 |
| ITEM 3. |
Defaults Upon Senior Securities |
|
18 |
| ITEM 4. |
Mine Safety Disclosures |
|
18 |
| ITEM 5. |
Other Information |
|
18 |
| ITEM 6. |
Exhibits |
|
19 |
| |
|
|
|
| SIGNATURES |
|
20 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
American
Clean Resources Group, Inc.
Unaudited Condensed Consolidated
Balance Sheets
| | |
June 30, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| Assets | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash | |
$ | 2,914 | | |
$ | 5,296 | |
| Prepaid expenses | |
| 5,728 | | |
| 42,389 | |
| Total current assets | |
| 8,642 | | |
| 47,685 | |
| | |
| | | |
| | |
| Mineral rights | |
| 3,883,524 | | |
| 3,883,524 | |
| Right-of-use asset - related party | |
| 13,442 | | |
| 17,283 | |
| Total assets | |
$ | 3,905,608 | | |
$ | 3,948,492 | |
| | |
| | | |
| | |
| Liabilities and stockholders’ deficit | |
| | | |
| | |
| Accounts payable | |
$ | 1,747,032 | | |
$ | 1,742,657 | |
| Accounts payable - related parties | |
| 78,569 | | |
| 45,155 | |
| Accrued expenses | |
| 40,958 | | |
| 41,030 | |
| Accrued expenses - related parties | |
| 8,102 | | |
| 7,500 | |
| Accrued interest | |
| 2,741,358 | | |
| 2,508,959 | |
| Accrued interest - related party | |
| 11,656 | | |
| - | |
| Promissory note | |
| 165,000 | | |
| 105,000 | |
| Operating lease liability - related party | |
| 7,911 | | |
| 7,402 | |
| Convertible promissory notes - related party | |
| 447,464 | | |
| - | |
| Total current liabilities | |
| 5,248,050 | | |
| 4,457,703 | |
| Operating lease liability - related party, non-current | |
| 6,600 | | |
| 10,685 | |
| Total liabilities | |
| 5,254,650 | | |
| 4,468,388 | |
| | |
| | | |
| | |
| Commitments and contingencies (Note 9) | |
| | | |
| | |
| | |
| | | |
| | |
| Mezzanine equity: | |
| | | |
| | |
| Series A preferred stock, $0.001 par value; 10,000,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025; liquidation preference of $10,000,000 | |
| 10,000,000 | | |
| 10,000,000 | |
| | |
| | | |
| | |
| Stockholders’ deficit: | |
| | | |
| | |
| Common stock, $0.001 par value, 1,000,000,000 shares authorized: 14,101,318 and 14,099,393 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. | |
| 14,101 | | |
| 14,099 | |
| Additional paid-in capital | |
| 104,956,568 | | |
| 104,940,304 | |
| Accumulated deficit | |
| (116,319,711 | ) | |
| (115,474,299 | ) |
| Total stockholders’ deficit | |
| (11,349,042 | ) | |
| (10,519,896 | ) |
| Total liabilities and stockholders’ deficit | |
$ | 3,905,608 | | |
$ | 3,948,492 | |
The accompanying notes are an integral part of
these unaudited Condensed Consolidated Financial Statements
American Clean Resources Group, Inc.
Unaudited Condensed Consolidated Statements
of Operations
| | |
For the Three Months Ended | | |
For the Six Months Ended | |
| | |
June 30, | | |
June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Operating expenses: | |
| | |
| | |
| | |
| |
| General and administrative expenses | |
$ | 301,162 | | |
$ | 244,269 | | |
$ | 606,246 | | |
$ | 539,201 | |
| Total operating expenses | |
| 301,162 | | |
| 244,269 | | |
| 606,246 | | |
| 539,201 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (301,162 | ) | |
| (244,269 | ) | |
| (606,246 | ) | |
| (539,201 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Other income | |
| 2,444 | | |
| 2,413 | | |
| 4,889 | | |
| 4,827 | |
| Interest expense | |
| (124,346 | ) | |
| (114,069 | ) | |
| (244,055 | ) | |
| (219,192 | ) |
| Total other expense, net | |
| (121,902 | ) | |
| (111,656 | ) | |
| (239,166 | ) | |
| (214,365 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss before income tax provision | |
| (423,064 | ) | |
| (355,925 | ) | |
| (845,412 | ) | |
| (753,566 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income tax provision | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
$ | (423,064 | ) | |
$ | (355,925 | ) | |
$ | (845,412 | ) | |
$ | (753,566 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted net loss per common share | |
$ | (0.03 | ) | |
$ | (0.03 | ) | |
$ | (0.06 | ) | |
$ | (0.05 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted weighted average common shares outstanding | |
| 14,101,318 | | |
| 13,912,237 | | |
| 14,100,779 | | |
| 13,912,237 | |
The accompanying notes are an integral part of
these unaudited Condensed Consolidated Financial Statements
American Clean Resources Group, Inc.
Unaudited Condensed Consolidated Statements
of Changes in Stockholders’ Deficit
| | |
Common Stock | | |
Additional
Paid-in | | |
Accumulated | | |
| |
| | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Total | |
| Balance, December 31, 2025 | |
| 14,099,393 | | |
$ | 14,099 | | |
$ | 104,940,304 | | |
$ | (115,474,299 | ) | |
$ | (10,519,896 | ) |
| Common Stock Issued for Services | |
| 1,925 | | |
| 2 | | |
| 16,264 | | |
| - | | |
| 16,266 | |
| Net Loss | |
| - | | |
| - | | |
| - | | |
| (422,348 | ) | |
| (422,348 | ) |
| Balance, March 31, 2026 | |
| 14,101,318 | | |
$ | 14,101 | | |
$ | 104,956,568 | | |
$ | (115,896,647 | ) | |
$ | (10,925,978 | ) |
| Net Loss | |
| - | | |
| - | | |
| - | | |
| (423,064 | ) | |
| (423,064 | ) |
| Balance, June 30, 2026 | |
| 14,101,318 | | |
$ | 14,101 | | |
$ | 104,956,568 | | |
$ | (116,319,711 | ) | |
$ | (11,349,042 | ) |
| | |
Common Stock | | |
Additional
Paid-in | | |
Accumulated | | |
| |
| | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Total | |
| Balance, December 31, 2024 | |
| 13,912,237 | | |
$ | 13,912 | | |
$ | 103,182,899 | | |
$ | (113,553,937 | ) | |
$ | (10,357,126 | ) |
| Net Loss | |
| - | | |
| - | | |
| - | | |
| (397,641 | ) | |
| (397,641 | ) |
| Balance, March 31, 2025 | |
| 13,912,237 | | |
$ | 13,912 | | |
$ | 103,182,899 | | |
$ | (113,951,578 | ) | |
$ | (10,754,767 | ) |
| Net Loss | |
| - | | |
| - | | |
| - | | |
| (355,925 | ) | |
| (355,925 | ) |
| Balance, June 30, 2025 | |
| 13,912,237 | | |
$ | 13,912 | | |
$ | 103,182,899 | | |
$ | (114,307,503 | ) | |
$ | (11,110,692 | ) |
The accompanying notes are an integral part of
these unaudited Condensed Consolidated Financial Statements
American Clean Resources Group, Inc.
Unaudited Condensed Consolidated Statements
of Cash Flows
| | |
For the Six Months Ended | |
| | |
June 30, | |
| | |
2026 | | |
2025 | |
| Cash flows from operating activities: | |
| | |
| |
| Net loss | |
$ | (845,412 | ) | |
$ | (753,566 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Common stock issued for services | |
| 16,266 | | |
| - | |
| Amortization of operating right of use assets | |
| 3,841 | | |
| 1,920 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Prepaid expenses | |
| 36,661 | | |
| 10,000 | |
| Accounts payable | |
| 64,375 | | |
| 15,307 | |
| Accounts payable - related parties | |
| 33,414 | | |
| 5,000 | |
| Accrued expenses | |
| (72 | ) | |
| - | |
| Accrued expenses - related parties | |
| 602 | | |
| - | |
| Accrued interest | |
| 232,399 | | |
| 192,125 | |
| Accrued interest - related party | |
| 11,656 | | |
| 27,068 | |
| Operating lease liabilities | |
| (3,576 | ) | |
| (1,620 | ) |
| Net cash used in operating activities | |
| (449,846 | ) | |
| (503,766 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Proceeds from convertible notes - related party | |
| 447,464 | | |
| 511,492 | |
| Net cash provided by financing activities | |
| 447,464 | | |
| 511,492 | |
| | |
| | | |
| | |
| Net (decrease) increase in cash | |
| (2,382 | ) | |
| 7,726 | |
| Cash, beginning of period | |
| 5,296 | | |
| 719 | |
| Cash, end of period | |
$ | 2,914 | | |
$ | 8,445 | |
| | |
| | | |
| | |
| Noncash investing and financing activity: | |
| | | |
| | |
| Cash paid during the period for interest | |
$ | - | | |
$ | - | |
| Cash paid during the period for income taxes | |
$ | - | | |
$ | - | |
| Acquisition of assets through operating leases | |
$ | - | | |
$ | 23,044 | |
| Note payable issued in settlement of accounts payable pursuant to debt modification | |
$ | 60,000 | | |
$ | - | |
The accompanying notes are an integral part of
these unaudited Condensed Consolidated Financial Statements
AMERICAN CLEAN RESOURCES GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2026 AND 2025
American Clean Resources Group, Inc. (“we,”
“us,” “our,” “ACRG” or the “Company”) is an exploration stage company, incorporated in
Nevada. The Company’s primary business plan is to purchase equipment and build a facility on its Tonopah property to serve as a
permitted custom processing toll milling facility while it explores new technologies that allow greater effectiveness in achieving industry
sustainability goals, including an analytical lab, pyrometallurgical plant, and hydrometallurgical recovery plant. The Company is required
to obtain several permits before it can begin construction of the planned facility.
Effective January 1, 2026, the Company, through
its wholly owned subsidiary ACRG Energy Holdings, Inc. (“ACRG Energy Holdings”), and Phoenix New Era, LLC (“Phoenix”)
formed American Clean Energy, LLC (“ACE”), a Nevada limited liability company organized to pursue clean-energy and processing-related
business opportunities. As of June 30, 2026, ACRG Energy Holdings held a 100% vested controlling membership interest in ACE and Phoenix
held a 0% vested interest. Accordingly, ACE is consolidated as a wholly-controlled subsidiary under ASC 810 with no noncontrolling interest
recognized (see Note 2 – Principles of Consolidation and Note 7 – American Clean Energy, LLC).
| 2. |
Summary of Significant Accounting Policies |
Basis of Presentation
The unaudited condensed consolidated financial
statements have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting.
Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed
or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read
in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year
ended December 31, 2025.
In the opinion of management, the accompanying
unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered
necessary for a fair statement of the Company’s financial position as of June 30, 2026, and its results of operations and cash flows
for the interim periods presented. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2026.
Principles of Consolidation
The condensed consolidated financial statements
include the accounts of the Company and its wholly owned subsidiaries: Aurielle Enterprises, Inc. (f/k/a Tonopah Milling and Metals Group,
Inc.) and its wholly owned subsidiaries Tonopah Custom Processing, Inc. and Tonopah Resources, Inc.; ACRG Energy Holdings, Inc.; and ACE,
which is consolidated as a wholly-controlled subsidiary under ASC 810, Consolidation. As of June 30, 2026, ACRG Energy Holdings held a
100% vested controlling membership interest in ACE and Phoenix held a 0% vested interest; because Phoenix’s interest was 0% vested
at June 30, 2026, no noncontrolling interest has been recognized. Management determined that ACE is not a variable interest entity and
that consolidation is required under the voting interest model of ASC 810, because the Company, through its wholly owned subsidiary ACRG
Energy Holdings, holds a 100% vested controlling financial interest in ACE and the power to direct the activities that most significantly
affect ACE’s economic performance. All significant intercompany transactions, accounts and balances have been eliminated in consolidation.
During the fourth quarter of 2025, the Company
rescinded its prior acquisition of SWIS LLC and deconsolidated the entity effective November 21, 2025. As a result, SWIS LLC is not included
in the consolidated financial statements as of and for the three and six months ended June 30, 2026. The comparative periods ended June
30, 2025 did not include material assets, liabilities, or results of operations attributable to SWIS LLC.
Use of Estimates
The preparation of unaudited condensed consolidated
financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed
in the financial statements and the accompanying notes. Changes in circumstances could cause actual results to differ materially from
these estimates.
Changes in Accounting Policies
We have consistently applied the accounting policies
for the periods presented as described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements
contained in our Annual Report on Form 10-K for the year ended December 31, 2025.
Costs Incurred in Connection with Related-Party
Matters
From time to time the Company incurs and pays
third-party legal, regulatory, and consulting costs in connection with matters in which an entity under common control with the Company
also has an interest, including under a Master Services Agreement with Sustainable Metals Solutions, LLC (“SMS”) (see Note
6). The Company recognizes such costs as operating expenses within general and administrative expenses in the period incurred unless,
and only to the extent that, an enforceable and collectible right to reimbursement exists at the balance-sheet date, in which case a related-party
receivable is recognized. Receivables from entities under common control are outside the scope of the current expected credit loss model
in ASC 326-20. As of June 30, 2026, no related-party receivable had been recognized under this policy, and the CECL scope exception in
ASC 326-20 accordingly had no effect on the Company’s condensed consolidated financial statements for the periods presented.
Going Concern
The accompanying condensed consolidated financial
statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. In accordance with ASC 205-40, Presentation of Financial Statements—Going Concern, management
has evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to
continue as a going concern within one year after the date these financial statements are issued.
The principal conditions and events giving rise
to this evaluation are: (i) recurring losses from operations and negative operating cash flows, including a net loss of $845,412 and cash
used in operating activities of $449,846 for the six months ended June 30, 2026; (ii) an accumulated deficit of $116,319,711 and a working
capital deficit of approximately $5.2 million as of June 30, 2026; and (iii) the Company’s continued dependence on discretionary
funding from its majority stockholder, Granite Peak Resources, LLC (“GPR”), under a revolving line of credit, with no committed
sources of additional capital. Management has evaluated the significance of these conditions in relation to the Company’s ability
to meet its obligations as they become due and has concluded that, absent additional financing, the Company would be unable to meet its
obligations within the one-year look-forward period.
Management’s plans to address these conditions
include seeking additional debt or equity financing, continuing to rely on advances from GPR, and pursuing the strategic transactions
described in Note 9 and Note 11. Because these plans have not yet been finalized, are not entirely within the Company’s control,
and depend on the continued willingness and ability of GPR and third parties to provide funding, management has concluded that it is not
probable that the plans will be effectively implemented and will mitigate the conditions described above. Accordingly, substantial doubt
about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued
has not been alleviated. These financial statements do not include any adjustments relating to the recoverability and classification of
recorded asset amounts, or the amounts and classification of liabilities, that might be necessary should the Company be unable to continue
as a going concern.
Basic and Diluted Net Loss Per Share
Basic net loss per common share is computed by
dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted net loss per share of common
shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, share options and
warrants, which would result in the issuance of incremental shares of common shares. For diluted net loss per share, the weighted-average
number of common shares is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are
not included in the calculation as the impact is anti-dilutive. For all periods presented, basic and diluted net loss per share are the
same, as any additional share equivalents would be anti-dilutive.
As of June 30, 2026 and December 31, 2025, the
Company’s convertible promissory note – related party was convertible into 426,156 and 0 shares of common stock, respectively.
Recently issued accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU 2024-03,
“Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disclosure of the nature of
expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s
expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face
of the income statement and disclosures about selling expenses. ASU 2024-03 will be effective for annual reporting periods beginning after
December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently
evaluating ASU 2024-03 and does not expect it to have a material effect on the Company’s consolidated financial statements.
In May 2025, the FASB issued ASU No. 2025-03,
Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable
Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions
involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for annual
periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption,
the guidance will be applied prospectively. The Company is currently evaluating the provisions of the amendments and the impact on its
future financial statements.
The Company is preparing its Tonopah property
site for the construction of a permitted custom processing toll milling facility, including grading the land, installing fencing, and
drilling and servicing wells for future operations. During the three and six months ended June 30, 2026, management performed a qualitative
impairment assessment under ASC 360-10, considering current commodity prices, the status of permitting activities, the condition of the
underlying property, and the Company’s intent and ability to develop the property. Based on this assessment, management concluded
that no indicators of impairment existed and that the carrying value of $3,883,524 was recoverable as of June 30, 2026.
| 4. |
Operating Lease – Related Party |
The Company leases its principal office space
from SMS Lakewood, LLC (“SMS Lakewood”), an entity that is an affiliate of GPR, the Company’s majority stockholder,
and therefore an affiliate of the Company’s Chief Executive Officer. Effective April 1, 2025, the Company entered into a three-year
non-cancelable operating lease with SMS Lakewood for approximately 409 square feet of office space located at 12567 West Cedar Drive,
Suite 104, Lakewood, Colorado. The lease term extends through March 31, 2028 and does not include renewal options. Base monthly rent under
the lease is $579 during the initial lease year (April 1, 2025 – March 31, 2026), escalating to $614 during the second lease year
and $648 during the third lease year, plus approximately $110 per month for common area maintenance and taxes. The lease is classified
as an operating lease under ASC 842. The Company used an 8% incremental borrowing rate to calculate the present value of lease payments,
as the rate implicit in the lease was not readily determinable.
As of June 30, 2026, the operating lease right-of-use
asset was $13,442 and the associated operating lease liabilities totaled $14,511, of which $7,911 was classified as current and $6,600
as non-current. The weighted-average remaining lease term was 1.75 years and the weighted-average discount rate was 8.0%. For the three
and six months ended June 30, 2026, the Company recognized operating lease cost of approximately $2,235 and $4,506, respectively, and
for the three and six months ended June 30, 2025, the Company recognized operating lease cost of approximately $2,371 and $2,950, respectively,
within general and administrative expenses. Cash paid for amounts included in the measurement of the operating lease liability was approximately
$4,139 for the six months ended June 30, 2026 and is presented within operating activities in the condensed consolidated statement of
cash flows.
The following table presents the undiscounted
future lease payments for the related-party operating lease and a reconciliation to the operating lease liability as of June 30, 2026:
| Fiscal Year | |
Future Lease Payments | |
| Remainder of 2026 | |
$ | 4,344 | |
| 2027 | |
| 8,994 | |
| 2028 | |
| 2,274 | |
| Total undiscounted payments | |
| 15,612 | |
| Less: imputed interest (8%) | |
| (1,101 | ) |
| Present value of operating lease liability | |
$ | 14,511 | |
The Company had no other operating or finance
lease commitments as of June 30, 2026.
Convertible Promissory Notes Payable –
Related Party
On March 16, 2020, the Company entered into a
Line of Credit (“LOC”) agreement with GPR, a related party and the Company’s majority stockholder. The LOC, as amended,
provided for borrowings of up to $52.5 million, bears interest at 10% per annum, matures on March 16, 2027, is secured by substantially
all of the Company’s assets, and is convertible into shares of the Company’s common stock at a conversion price of $1.05 per
share. On December 31, 2025, GPR converted the then-outstanding $1,727,152 of principal and accrued interest into 1,644,906 shares of
restricted common stock at the contractual conversion price, following which all outstanding principal and accrued interest under the
LOC were extinguished.
During the three and six months ended June 30,
2026, the Company received cash proceeds of $175,350 and $447,464, respectively, under the LOC (six months ended June 30, 2025: $511,492).
The convertible promissory note – related party is presented at its net carrying amount, which equals its outstanding principal
balance of $447,464 as of June 30, 2026, as there were no unamortized premiums, discounts, or issuance costs.
The stated and effective interest rate on the
note is 10% per annum. Interest expense recognized on the convertible promissory note – related party was approximately $11,656
for both the three and six months ended June 30, 2026, all of which represented contractual interest; there was no amortization of premium,
discount, or issuance costs. As of June 30, 2026, accrued interest of $11,656 is presented as accrued interest – related party on
the condensed consolidated balance sheet. The note is convertible into 426,156 shares of the Company’s common stock at June 30,
2026. See Note 6 – Related Party Transactions.
Promissory Note – LaunchIT
In November 2025, the Company entered into a Share
Return, Payment, and SWIS LLC Transfer Agreement (the “LaunchIT Agreement”) with LaunchIT LLC (“LaunchIT”), pursuant
to which the Company rescinded its prior acquisition of SWIS LLC. Total consideration was $230,000, consisting of a $125,000 advance payment
and a promissory note dated November 21, 2025 in the original principal amount of $105,000 (the “LaunchIT Note”). The LaunchIT
Note bore no stated interest unless in default and was originally payable in four equal monthly installments of $26,250 due January 1
through April 1, 2026; upon default, overdue amounts accrue interest at 15% per annum and a late fee of $2,500 per missed installment
is payable.
The scheduled installments were not paid on their
original due dates, and the LaunchIT Note was in default. On May 19, 2026, the Company and LaunchIT entered into a First Amendment to
Promissory Note and Waiver of Default (the “Amendment”). Pursuant to the Amendment, the Company paid LaunchIT $15,000 and
the parties consolidated the outstanding obligations under the LaunchIT Agreement into an amended principal balance of $165,000. LaunchIT
conditionally waived the existing defaults and suspended accrued default interest through the amendment effective date, in each case subject
to reinstatement upon a “Springing Default.” A conditional resolution discount of $10,000 will be applied upon full and timely
payment of all amounts due, subject to clawback upon a Springing Default. Under the amended schedule, the Company is required to make
six monthly installments of $5,000 each from June 30, 2026 through November 30, 2026, with a final payment of the remaining balance due
on or before December 31, 2026 (the “Amended Maturity Date”). A Springing Default occurs if the Company fails to pay two consecutive
monthly installments or fails to pay the remaining balance by the Amended Maturity Date, upon which all waivers and interest suspensions
terminate, suspended default interest retroactively reinstates at 15% per annum from the original default dates, and the resolution discount
is clawed back.
As more fully described above, the Company was
in default under the original terms of the LaunchIT Note from January 2026 through May 19, 2026 due to the non-payment of four scheduled
installments aggregating $105,000 in principal. Pursuant to Regulation S-X Rule 4-08(c), the Company discloses that LaunchIT conditionally
waived these defaults through the Amended Maturity Date of December 31, 2026, subject to automatic reinstatement of all waived rights
and remedies and of suspended default interest (calculated at 15% per annum, retroactive to the original default dates) upon the occurrence
of a Springing Default. As of June 30, 2026, no event of default or Springing Default existed under the LaunchIT Note, as amended, and
the Company was current on all obligations thereunder.
As of June 30, 2026, the LaunchIT Note is carried
at its amended principal balance of $165,000 and is classified as a current liability, and accrued late fees of $12,500 are included within
accrued interest on the condensed consolidated balance sheet. The $10,000 conditional resolution discount and the previously suspended
default interest have not been recognized, as such amounts are contingent upon a Springing Default. The amended principal balance of $165,000
reflects total consideration of $230,000 under the LaunchIT Agreement, less $65,000 of payments made to LaunchIT through the amendment
effective date. Under the amended payment schedule, the Company is scheduled to make six monthly installments of $5,000 each from June
2026 through November 2026 and a final payment of $162,500 on or before December 31, 2026, for total scheduled payments of $192,500. The
$27,500 difference between total scheduled payments and the $165,000 amended principal balance consists of $12,500 of accrued late fees
recognized within accrued interest as described above and $15,000 of additional charges provided for under the amendment that are contingent
and have not been recognized as of June 30, 2026. The $12,500 of accrued late fees represents fixed contractual penalty charges triggered
by missed installment payments and does not represent time-based or percentage-rate interest within the meaning of ASC 835-30. The Company
presents these late fees within the “accrued interest” caption on the balance sheet and within interest expense on the statement
of operations, and excludes them from the computation of the effective interest rate on the LaunchIT Note.
The LaunchIT promissory note matures no later
than December 31, 2026 and the convertible promissory note – related party matures on March 16, 2027; both are classified as current
liabilities at June 30, 2026 because the amounts are due, or may be drawn upon and demanded, within twelve months of the balance-sheet
date. Accrued late fees of $12,500 on the LaunchIT promissory note are excluded from the table above and are presented within accrued
interest.
Interest on Outstanding Legal Service Obligation
Included in accounts payable and accrued interest
at June 30, 2026 is an obligation to a legal service provider with an outstanding principal balance of approximately $1,045,249 and accrued
interest of approximately $2,728,858. Under the terms of the arrangement, interest accrues at 1% per month (12% per annum), compounding
on the outstanding balance. Interest expense on this obligation was approximately $219,899 for the six months ended June 30, 2026 and
represents substantially all of the Company’s interest expense for the period. The remaining interest expense for the six months
ended June 30, 2026 comprises $11,656 on the convertible promissory note – related party and $12,500 of fixed late fees on the LaunchIT
promissory note.
| 6. |
Related Party Transactions |
The Company has entered into a number of transactions
with related parties. These related parties include GPR; entities affiliated with GPR, including SMS Lakewood and SMS; executive officers
and consultants who provide executive and strategic services; and the Company’s consolidated joint venture, ACE.
Granite Peak Resources, LLC
GPR is controlled by the Company’s Chief
Executive Officer and Chairwoman of the Board, Tawana Bain, and is the Company’s controlling stockholder. As of June 30, 2026, GPR
beneficially owned 11,476,572 shares of the Company’s common stock, representing approximately 81.4% of the outstanding common stock.
The Company’s convertible promissory note – related party is owed to GPR (see Note 5); as of June 30, 2026, outstanding principal
and accrued interest owed to GPR totaled $447,464 and $11,656, respectively.
Related-Party Operating Lease
The Company leases its principal office space
from SMS Lakewood, an affiliate of its majority stockholder. See Note 4 – Operating Lease – Related Party for the lease terms
and balances.
Master Services Agreement – Sustainable
Metals Solutions, LLC
In March 2026, the Company and SMS, an entity
under common control with the Company (SMS is majority-owned by GPR), entered into a Master Services Agreement (the “SMS MSA”)
that establishes an administrative and funding framework under which the Company, with SMS’s prior approval, may engage and pay
certain third-party legal, regulatory, and other professional advisors in connection with regulatory and permit matters in which SMS also
has an interest. The Company charges no fee, markup, or interest under the arrangement. During the three and six months ended June 30,
2026, the Company incurred and paid $36,051 of such third-party costs, comprising legal fees of $24,201 and consulting fees of $11,850.
Because no enforceable and collectible right to reimbursement existed at June 30, 2026, the Company recognized these amounts within general
and administrative expenses and did not record a related-party receivable; no amounts were due from SMS at June 30, 2026. A work order
under the SMS MSA was executed subsequent to June 30, 2026, which had no effect on the recognition or measurement of amounts at that date.
Executive Consultants and Other Related-Party Balances
The Company engages certain individuals as independent
contractors to provide executive and strategic services; these individuals are considered related parties due to their roles as executive
officers or their involvement in the Company’s strategic decision-making. Accounts payable – related parties consists primarily
of fees for executive and consulting services and amounts due to SMS Lakewood, and totaled $78,569 and $45,155 as of June 30, 2026 and
December 31, 2025, respectively. Accrued expenses – related parties totaled $8,102 and $7,500 as of June 30, 2026 and December 31,
2025, respectively. All related-party payables are unsecured, non-interest bearing, and due on demand.
The Company evaluates the aggregate of its related-party
transactions against the disclosure threshold in Item 404 of Regulation S-K and provides the disclosures required by that item in its
Annual Report on Form 10-K and proxy statement, as applicable.
| 7. |
American Clean Energy, LLC |
ACE is governed by an operating agreement (the
“ACE Operating Agreement”) between the Company’s wholly owned subsidiary, ACRG Energy Holdings, and Phoenix. As of June
30, 2026, ACRG Energy Holdings held a 100% vested membership interest in ACE and Phoenix held a 0% vested interest. Under the ACE Operating
Agreement, Phoenix is entitled to earn in to a 30% membership interest over a three-year period, subject to a twelve-month cliff, with
the first vesting date occurring no earlier than January 1, 2027 and contingent upon satisfaction of specified performance and service
conditions.
Because the Company, through ACRG Energy Holdings,
holds a 100% vested controlling financial interest in ACE at June 30, 2026, ACE is consolidated in accordance with ASC 810, Consolidation.
As Phoenix’s interest was 0% vested as of June 30, 2026, no noncontrolling interest was recognized. The Company does not account
for ACE under the equity method and has not recorded an “investment in joint venture” asset. Organization and startup costs
of $5,000 incurred by ACE were recognized within general and administrative expenses for the six months ended June 30, 2026.
Under the ACE Operating Agreement, ACE may fund
up to $110,000 in the aggregate, payable in monthly installments of $10,000, for management and consulting services provided by two individuals
who are not members of the ACRG consolidated group. These amounts are contingent upon satisfactory performance and are subject to reduction,
deferral, or discontinuation at the discretion of ACE’s board. No such management fees were incurred during the three and six months
ended June 30, 2026, as the arrangement had not commenced. When incurred, these amounts will be recognized as consolidated operating expenses
and disclosed as related-party transactions.
| 8. |
Stockholders’ Deficit and Mezzanine Equity |
Series A Preferred Stock
The Series A Preferred Stock is classified as
mezzanine equity because, upon the occurrence of certain contingent events outside the Company’s control, the holders may require
redemption for cash at the liquidation value described below. The Series A Preferred Stock has a liquidation preference of $10,000,000
(the “Liquidation Value”), payable only upon certain liquidity events or upon the achievement of a market value of the Company’s
equity equal to $200,000,000 or more. The Series A Preferred Stock may be redeemed in whole or in part as determined by resolution of
the Board of Directors at a price equal to the Liquidation Value, has no voting rights except as required by law, and is not convertible
into any other equity securities of the Company. There were 10,000,000 shares of Series A Preferred Stock issued and outstanding as of
June 30, 2026 and December 31, 2025, and no dividends were declared during any period presented.
The Series A Preferred Stock does not participate
in dividends or undistributed earnings with the common stock under any contractual formula, is not convertible into common stock, and
has no rights to share in the Company’s earnings other than its stated liquidation preference, which is payable only upon the occurrence
of specified contingent liquidity or valuation events. Accordingly, management concluded that the Series A Preferred Stock is not a participating
security within the meaning of ASC 260-10-45-59A through 45-61, and the two-class method of computing earnings per share is not applicable.
Common Stock
As of June 30, 2026, the Company is authorized
to issue 1,000,000,000 shares of common stock at a par value of $0.001 per share, of which 14,101,318 and 14,099,393 shares were issued
and outstanding as of June 30, 2026 and December 31, 2025, respectively. Holders of common stock are entitled to one vote per share,
are entitled to receive dividends when, as and if declared by the Board of Directors, and, upon liquidation, are entitled to receive
on a proportional basis any assets remaining after payment of the Company’s liabilities and the liquidation preference of the Series
A Preferred Stock. Holders of common stock have no conversion, preemptive, or other subscription rights.
Common Stock Issued for Services
During the six months ended June 30, 2026, the
Company issued 1,925 shares of restricted common stock to members of its Advisory Board and Development Committee as compensation for
advisory, strategic, and development-related services, with an aggregate grant-date fair value of $16,266, all of which was recognized
in the first quarter of 2026. Such awards are non-employee stock-based compensation arrangements accounted for under ASC 718, Compensation—Stock
Compensation and are measured at the grant-date fair value based on the closing market price of the Company’s common stock. All
shares issued under these arrangements are fully vested upon issuance. Advisory Board and Development Committee compensation was recorded
as general and administrative expense in the accompanying unaudited condensed consolidated statement of operations. No shares were issued
for services during the three months ended June 30, 2026.
| 9. |
Commitments and Contingencies |
Contemplated Transaction with the SMS Group
On January 10, 2022, the Company executed a definitive
agreement to acquire a controlling interest in SMS and its subsidiaries (collectively, the “SMS Group”), a company majority-owned
by GPR. The purchase price for the controlling interest will be determined based on the price of the Company’s common stock on the
closing date, to be agreed by the parties in good faith after all conditions precedent are met. These conditions precedent include, but
are not limited to, completion of SMS’s audited financial statements by an independent PCAOB-registered accounting firm; delivery
of a completed and SEC-compliant SK-1300 technical report summary; uplisting of ACRG’s common stock to the Nasdaq Capital Market;
SEC clearance of a Form S-4 registration statement and proxy materials; approval of the transaction by ACRG’s shareholders; and
satisfaction of customary closing conditions. As of June 30, 2026, the transaction had not closed and no amounts related to the contemplated
transaction are reflected in the accompanying financial statements.
Separately, the Company and SMS are party to a
Master Services Agreement entered into in March 2026 relating to the funding of certain third-party advisory costs, which is described
in Note 6 – Related Party Transactions.
Joint Venture with AMI Strategies
Effective June 3, 2024, the Company executed a
Memorandum of Understanding for a joint venture with AMI Strategies (“AMI”). The parties intend to form a joint operation
utilizing the technology and talent of both organizations, including the Company’s planned renewable energy generation and AMI’s
utility-cost management platform. The parties will work together to draft definitive documents, including the formation of the joint venture
and its governing documents. No amounts related to the contemplated AMI joint venture are reflected in the accompanying financial statements.
Legal Proceedings
From time to time the Company may be subject to
claims and legal proceedings arising in the ordinary course of business. As of June 30, 2026, the Company was not a party to any material
pending legal proceedings.
The Company operates as a single reportable segment
consisting of the development and preparation of a permitted custom processing toll milling facility on the Company’s Tonopah property
in Nevada, and has not commenced mining or processing operations as of June 30, 2026. There were no changes in the basis of segmentation
from that described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s Chief
Executive Officer and Chairwoman of the Board of Directors, Tawana Bain, is the chief operating decision maker (“CODM”). The
CODM evaluates the performance of the Company and allocates resources based on consolidated net loss, as reported on the condensed consolidated
statements of operations, and cash balances, as reported on the condensed consolidated balance sheets. The measure of segment assets is
total assets as reported on the condensed consolidated balance sheets, and all material long-lived assets are located in the United States.
The significant expense category regularly provided
to the CODM is general and administrative expenses, which are presented as a single caption on the condensed consolidated statements of
operations and totaled $301,162 and $244,269 for the three months ended June 30, 2026 and 2025, respectively, and $606,246 and $539,201
for the six months ended June 30, 2026 and 2025, respectively. Other segment items reviewed by the CODM consist of other income and interest
expense, as presented on the condensed consolidated statements of operations. Other income represents ground-lease income from a communications-tower
tenant. Interest expense relates principally to the Company’s outstanding legal-services obligation, together with interest on the
convertible promissory note – related party and fixed late fees on the LaunchIT promissory note. The measure of segment profit or
loss reviewed by the CODM is consolidated net loss of $423,064 and $355,925 for the three months ended June 30, 2026 and 2025, respectively,
and $845,412 and $753,566 for the six months ended June 30, 2026 and 2025, respectively, which reconciles to consolidated net loss as
reported on the condensed consolidated statements of operations.
The Company has evaluated subsequent events from
the balance sheet date through the date on which these unaudited condensed financial statements were issued. Other than as described in
the notes herein and below, the Company did not have any material subsequent events that impacted its unaudited condensed financial statements
or disclosures.
Elko Joint Exploration and Development Agreement
On July 16, 2026, the Company entered into a Joint
Exploration and Development Agreement (the “Elko JEDA”) with TRG Holdings, LLC relating to the development of a critical mineral
processing hub in Elko, Nevada. The Elko JEDA establishes a framework for the parties’ joint exploration, technical evaluation,
regulatory coordination, and commercial scoping, and does not itself create an operating joint venture. A Current Report on Form 8-K describing
the Elko JEDA was filed with the SEC under Item 1.01 (Entry into a Material Definitive Agreement). As the agreement was executed after
June 30, 2026, no amounts related to the Elko JEDA are reflected in the accompanying financial statements.
Elko Heat Company Letter of Intent
On July 1, 2026, the Company received a non-binding
letter of intent from Elko Heat Company under which it confirmed its commitment to use commercially reasonable good-faith efforts to arrange
and provide up to $40 million of joint development capital in support of the Company’s pursuit of a Bureau of Land Management Solar
Energy Zone competitive lease and associated solar development activities at the Company’s Millers property. A Current Report on
Form 8-K describing the letter of intent was furnished to, and not filed with, the SEC under Item 8.01 (Other Events) on July 7, 2026,
and is therefore not incorporated by reference into this or any other Exchange Act report. The letter of intent is non-binding and remains
subject to the negotiation and execution of definitive agreements and the satisfaction of customary conditions; accordingly, no assurance
can be given that a definitive transaction will be consummated, and no amounts related to the letter of intent are reflected in the accompanying
financial statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis
of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management’s current
views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,”
“will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,”
or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management
team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially
from those contemplated by such forward-looking statements.
Readers are urged to carefully review and consider
the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important
factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake
no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or
changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known
about our business and operations. No assurances are made that actual results of operations or the results of our future activities will
not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand
for our products, fluctuations in pricing for materials, and competition.
Overview
ACRG is an exploration stage company whose primary
business plan is to build and operate a permitted custom processing toll milling facility on its Tonopah property in Nevada. We are also
exploring the development of an integrated renewable energy, critical minerals processing, and data center campus on our Millers property
in Esmeralda County, Nevada, and clean-energy project development through our consolidated joint venture, ACE. We have not generated revenue
from our planned operations and do not anticipate doing so until our Tonopah facility is constructed, permitted, and operational, which
is dependent on obtaining substantial additional capital and regulatory approvals.
Results of Operations – Three Months
Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
General and administrative expenses were $301,162
for the three months ended June 30, 2026, compared to $244,269 for the three months ended June 30, 2025, an increase of $56,893, or 23.3%.
The increase was driven principally by higher insurance expense associated with the Company’s directors’ and officers’
liability coverage, expanded consulting and professional fees supporting audit-readiness and regulatory compliance, and $36,051 of third-party
legal and consulting costs incurred in connection with matters involving a related party under common control, which the Company recognized
as general and administrative expense because an enforceable and collectible right to reimbursement did not exist at June 30, 2026. These
increases were partially offset by lower engineering and accounting fees, the latter reflecting vendor-credit adjustments in the current
quarter.
Other income was $2,444 for the three months ended
June 30, 2026, compared to $2,413 for the three months ended June 30, 2025, and consisted of ground-lease income from a communications-tower
tenant. Interest expense was $124,346 for the three months ended June 30, 2026, compared to $114,069 for the three months ended June 30,
2025, an increase of $10,277, or 9.0%, reflecting accrued interest on the amended LaunchIT promissory note, including fixed late fees,
and on the GPR convertible promissory note. As a result, net loss was $423,064, or $(0.03) per basic and diluted share, for the three
months ended June 30, 2026, compared to $355,925, or $(0.03) per basic and diluted share, for the three months ended June 30, 2025.
Results of Operations – Six Months
Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
General and administrative expenses were $606,246
for the six months ended June 30, 2026, compared to $539,201 for the six months ended June 30, 2025, an increase of $67,045, or 12.4%.
The increase was attributable primarily to higher insurance expense of approximately $36,700 associated with the Company’s directors’
and officers’ liability coverage, for which there was no comparable coverage in the prior-year period; increased consulting and
professional fees; board and advisory compensation of $16,266 recognized in the first quarter of 2026; organization and startup costs
of the ACE joint venture; and the $36,051 of related-party legal and consulting costs described above. These increases were partially
offset by lower accounting and engineering fees, driven principally by the completion of technical evaluation activities performed in
the comparable prior-year period that did not recur in the current period.
Other income was $4,889 for the six months ended
June 30, 2026, compared to $4,827 for the six months ended June 30, 2025. Interest expense was $244,055 for the six months ended June
30, 2026, compared to $219,192 for the six months ended June 30, 2025, an increase of $24,863, or 11.3%, driven by accrued interest on
the amended LaunchIT promissory note, including fixed late fees, together with accrued interest on the GPR convertible promissory note.
As a result, net loss was $845,412, or $(0.06) per basic and diluted share, for the six months ended June 30, 2026, compared to $753,566,
or $(0.05) per basic and diluted share, for the six months ended June 30, 2025.
We do not expect to generate operating revenue
unless and until our Tonopah facility becomes operational, and we expect to continue to incur operating losses and negative operating
cash flows as we fund legal, accounting, insurance, regulatory, and other public-company costs, along with permitting and technical evaluation
activities. We are not aware of any other known trends, events, or uncertainties that are reasonably likely to have a material favorable
or unfavorable impact on our results of operations, other than the going-concern conditions and the capital-raising and permitting matters
described herein.
Liquidity and Capital Resources
As of June 30, 2026, we had cash of $2,914 and
total current assets of $8,642, compared to total current liabilities of approximately $5.2 million, resulting in a working capital deficit
of approximately $5.2 million. We have not generated revenue from operations and have incurred recurring operating losses, including a
net loss of $845,412 for the six months ended June 30, 2026, and had an accumulated deficit of $116,319,711 as of June 30, 2026. These
conditions raise substantial doubt about our ability to continue as a going concern, which has not been alleviated (see Note 2 to the
accompanying financial statements). Our ability to continue as a going concern is dependent on our ability to obtain additional financing
and, over time, to generate revenue and cash flows sufficient to meet our obligations.
Short-term liquidity (next twelve months)
Our primary internal source of liquidity is cash on hand, and our primary external source of liquidity has been discretionary
advances from GPR under our related-party line of credit. Based on our current rate of cash usage, we estimate that our existing cash
on hand of $2,914 is not sufficient to fund our anticipated operating expenses — including professional, insurance, consulting,
and permitting costs — or our scheduled contractual obligations beyond the very near term without continued advances from GPR or
additional financing. We do not have any committed sources of financing; advances under the GPR line of credit are discretionary and are
not contractually committed. Our known contractual cash requirements over the next twelve months consist principally of (i) six remaining
monthly installments of $5,000 each under the amended LaunchIT promissory note from June 2026 through November 2026, with a final payment
of $162,500 due on or before December 31, 2026, representing total scheduled payments of $192,500 (which exceed the $165,000 amended principal
balance by $27,500 of contractual late fees and other charges provided for under the amendment); (ii) the maturity of the $447,464 GPR
convertible promissory note on March 16, 2027, which is convertible into common stock at the holder’s election; and (iii) related-party
operating lease payments of approximately $4,344 for the remainder of 2026. There can be no assurance that additional capital will be
available on acceptable terms, or at all, and a failure to obtain such capital would have a material adverse effect on our liquidity and
our ability to continue operations.
Long-term liquidity (beyond twelve months)
Over the longer term, the construction and permitting of our Tonopah toll milling facility and the development of our Millers property
will require substantial additional capital, which we expect to fund through a combination of equity and debt financing, government grants,
and potential strategic partnerships, including the arrangements described in Note 9 and Note 11 to the accompanying financial statements.
As of June 30, 2026, we had no material commitments for capital expenditures. The mix and cost of our capital resources may change materially
depending on the availability and terms of future financing, and any future equity financing would be dilutive to existing stockholders.
Cash Flows
| | |
Six Months Ended June 30, | |
| | |
2026 | | |
2025 | |
| Net cash used in operating activities | |
$ | (449,846 | ) | |
$ | (503,766 | ) |
| Net cash provided by investing activities | |
| - | | |
| - | |
| Net cash provided by financing activities | |
| 447,464 | | |
| 511,492 | |
| (Decrease) increase in cash | |
$ | (2,382 | ) | |
$ | 7,726 | |
Operating Activities
Net cash used in operating activities was $449,846
for the six months ended June 30, 2026, compared to $503,766 for the six months ended June 30, 2025, a decrease in cash used of $53,920.
Cash used in operating activities in the current period reflects the net loss for the period, adjusted for non-cash items including common
stock issued for services of $16,266 and amortization of the operating right-of-use asset of $3,841, together with changes in operating
assets and liabilities, principally a decrease in prepaid expenses of $36,661 and increases in accounts payable of $64,375 and accrued
interest of $232,399. Interest expense for the six months ended June 30, 2026 consisted principally of approximately $219,899 of interest
accruing at 12% per annum on the Company’s outstanding legal-services obligation, together with $11,656 on the GPR convertible promissory
note and $12,500 of fixed late fees on the amended LaunchIT promissory note. The decrease in cash used compared to the prior-year period
was driven primarily by a larger increase in accounts payable and accrued liabilities in the current period as the Company deferred payment
of certain professional, legal, and engineering costs, partially offset by a higher net loss.
Investing Activities
There were no investing activities during the
six months ended June 30, 2026 or 2025.
Financing Activities
Net cash provided by financing activities was
$447,464 for the six months ended June 30, 2026, compared to $511,492 for the six months ended June 30, 2025, consisting of advances under
the Company’s line of credit with GPR.
Critical Accounting Estimates
The preparation of our financial statements requires
us to make estimates and judgments that involve a significant level of estimation uncertainty and that have had, or are reasonably likely
to have, a material impact on our financial condition or results of operations. Our critical accounting estimates include the assessment
of impairment of mineral rights under ASC 360-10; the going concern assessment under ASC 205-40; the measurement of stock-based compensation
under ASC 718; the consolidation of ACE under ASC 810; and the determination of whether costs funded in connection with matters involving
entities under common control give rise to a collectible reimbursement asset at the balance-sheet date. The mineral-rights impairment
assessment is sensitive to assumptions regarding commodity prices, the status and timing of permitting, and our intent and ability to
develop the property; a change in those assumptions could result in a future impairment charge. The going-concern assessment is sensitive
to assumptions about the availability and timing of future financing. Except for the estimates and judgments associated with the consolidation
of ACE and the evaluation of costs incurred in connection with matters involving entities under common control, there have been no material
changes to the methods or key assumptions underlying our critical accounting estimates from those described in our Annual Report on Form
10-K for the year ended December 31, 2025. This discussion supplements, and does not duplicate, the description of our significant accounting
policies in Note 2 to the accompanying financial statements.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements,
as defined in Item 303(a)(4) of Regulation S-K, during the six months ended June 30, 2026.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
As a smaller reporting company, we are not required
to provide the information required by this Item. Our market risk exposure relates primarily to fluctuations in interest rates, inflation,
and changes in the regulatory environment. As of June 30, 2026, our outstanding debt bore interest at fixed rates, and we had limited
exposure to interest-rate risk. There have been no material changes in our reported market risks since the end of the most recent fiscal
year.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our
Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined
in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of June 30, 2026. Based on that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026, due to material
weaknesses previously disclosed, including insufficient accounting personnel and segregation of duties and inadequate formal documentation
of internal control policies and procedures over financial reporting. Notwithstanding these material weaknesses, management believes that
the unaudited condensed consolidated financial statements included in this Quarterly Report fairly present, in all material respects,
the Company’s financial position, results of operations, and cash flows for the periods presented.
Changes in Internal Control over Financial
Reporting
Other than the ongoing remediation activities described in our Annual
Report on Form 10-K for the year ended December 31, 2025, there were no changes in our internal control over financial reporting during
the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not aware of any material pending legal
proceedings to which the Company or any of its subsidiaries is a party or to which any of their property is subject.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of
the Exchange Act and are not required to provide the information under this item.
Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds.
During the six months ended June 30, 2026, the
Company issued 1,925 shares of restricted common stock to members of its Advisory Board and Development Committee as compensation for
services, as described in Note 8. These issuances were made in reliance on the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933 and Rule 506 of Regulation D thereunder. No underwriters were involved and no commissions were paid.
Item 3. Defaults Upon Senior
Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Arrangements
None of the Company’s directors or officers
adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2026,
as such terms are defined under Item 408(a) of Regulation S-K.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this
Quarterly Report on Form 10-Q or are incorporated herein by reference.
| Exhibit |
|
Description |
| 3.1 |
|
Amended and Restated Articles of Incorporation filed with the State of Nevada (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended 2010 filed on March 21, 2011). |
| 3.2 |
|
Articles of Amendment, effective January 4, 2013 (incorporated by reference to Exhibit 99-3i03 to the Company’s Current Report on Form 8-K filed on March 13, 2013). |
| 3.3 |
|
Amendment to the Articles of Incorporation and Plan of Conversion filed with the State of Colorado with effective dates of March 4 and March 5, 2013 (incorporated by reference to the Schedule 14C information filed on February 11, 2013). |
| 3.4 |
|
Bylaws of Standard Gold, Inc. (incorporated by reference to Exhibit D to the Company’s Schedule 14C filed on February 11, 2013). |
| 4.1** |
|
Description of Securities registered with the Securities and Exchange Commission |
| 10.1 |
|
Exchange Agreement, dated March 15, 2011, by and between the Company, Shea Mining & Milling, LLC, Afignis, LLC, Leslie Lucas Partners, LLC, Wits Basin Precious Minerals Inc. and Alfred A. Rapetti, (incorporated by reference to Exhibit 10.13 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). |
| 10.2 |
|
Assignment and Assumption of Loan Documents and Loan Modification Agreement, dated March 15, 2011, by and between the Company, Shea Mining & Milling, LLC and NJB Mining, Inc, (incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). |
| 10.3 |
|
Term Loan Agreement, dated August 25, 2009, by and between Shea Mining & Milling, LLC and NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.15 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). |
| 10.4 |
|
Promissory Note, dated August 25, 2009, issued by Shea Mining & Milling, LLC to NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.16 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). |
| 10.5 |
|
Deed of Trust and Security Agreement with Assignment of Rents and Fixture Filing, dated August 21, 2009, executed by Shea Mining & Milling, LLC in favor of NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.17 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). |
| 10.6 |
|
Assignment of Lease and Rents, dated August 21, 2009, executed by Shea Mining & Milling, LLC in favor of NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.18 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). |
| 10.7 |
|
Environmental Indemnity, dated August 25, 2009, by and between Shea Mining & Milling, LLC and NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.19 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)). |
| 10.15 |
|
Articles of Amendment to the Articles of Incorporation of Standard Gold, Inc. (incorporated by reference to Exhibit A to the Company’s Schedule 14C filed on February 11, 2013). |
| 10.16 |
|
Plan of Conversion of Standard Gold, Inc., a Colorado corporation, into Standard Gold, Inc., a Nevada corporation (incorporated by reference to Exhibit B to the Company’s Schedule 14C filed on February 11, 2013). |
| 10.17 |
|
Articles of Incorporation of Standard Gold, Inc. (incorporated by reference to Exhibit C to the Company’s Schedule 14C filed on February 11, 2013). |
| 10.19 |
|
Statement of Correction (Document Number 20111157771) (incorporated by reference to Exhibit 3(i).01 to the Company’s Form 8-K filed on March 13, 2013). |
| 10.20 |
|
Statement of Correction (Document Number 20111178093) (incorporated by reference to Exhibit 3(i).02 to the Company’s Form 8-K filed on March 13, 2013). |
| 10.21 |
|
Articles of Amendment (Document Number 20131009270) (incorporated by reference to Exhibit 3(i).03 to the Company’s Form 8-K filed on March 13, 2013). |
| 24** |
|
Power of Attorney (included on the signature page hereto). |
| 31.1** |
|
Certification of Tawana Bain, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2** |
|
Certification of Luke McPherson, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** |
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** |
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS** |
|
Inline XBRL Instance Document |
| 101.SCH** |
|
Inline XBRL Taxonomy Extension Schema |
| 101.CAL** |
|
Inline XBRL Taxonomy Extension Calculation |
| 101.DEF** |
|
Inline XBRL Taxonomy Extension Definition |
| 101.LAB** |
|
Inline XBRL Taxonomy Extension Label |
| 101.PRE** |
|
Inline XBRL Taxonomy Extension Presentation |
| 104 |
|
Cover Page Interactive Data File. (formatted as Inline XBRL and contained in Exhibit 101). |
| ** |
Filed herewith electronically |
SIGNATURES
In accordance with Section
13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
AMERICAN CLEAN RESOURCES GROUP, INC. |
| |
|
| Dated: August 14, 2026 |
By: |
/s/ TAWANA BAIN |
| |
|
Tawana Bain |
| |
|
Chief Executive Officer and Chairwoman of the Board |
Each person whose signature
to this Quarterly Report appears below hereby constitutes and appoints Tawana Bain and Luke McPherson as their true and lawful attorney-in-fact
and agents, with full power of substitution, to sign on their behalf individually and in the capacity stated below and to perform any
acts necessary to be done in order to file all amendments to this Quarterly Report and any and all instruments or documents filed as part
of or in connection with this Quarterly Report or any amendments thereto and each of the undersigned does hereby ratify and confirm all
that said attorney-in-fact and agent, or their substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Company, in the capacities
and dates indicated.
| Name |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ TAWANA BAIN |
|
Chief Executive Officer and Chairwoman of the Board |
|
August 14, 2026 |
| Tawana Bain |
|
|
|
|
| |
|
|
|
|
| /s/ LUKE MCPHERSON |
|
Chief Financial Officer |
|
August 14, 2026 |
| Luke McPherson |
|
|
|
|
NONE
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