MineralRite has $7,617 cash; going-concern doubt remains
The Skull Valley Phase 2 drilling and sampling program is scheduled to begin in mid-November 2026, with completion expected in early December.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
MineralRite Corp. (RITE) reported no revenue for the three or nine months ended September 30, 2026. Quarterly net income was $358,577, including a $507,442 gain on disposition of fixed, terminating royalty interests. After a noncash $8,740,242 Series NMC repurchase adjustment, net loss attributable to common shareholders was $8,384,290. Nine-month net income was $4,804, versus a $125,548 loss a year earlier.
Cash was $7,617 at September 30, 2026, and operating activities used $195,450 in the first nine months. Management said available cash could not fund planned operations for the next 12 months without additional financing; substantial doubt about the Company’s ability to continue as a going concern remains.
On September 30, MineralRite completed a noncash transaction with Abstract Concepts 1618 LLC, Abstract Holdings 1618 LLC and Commodity Capital Advisors LLC, entities controlled or managed by significant shareholder and consultant Lloyd B. Hendricks III. MineralRite repurchased 3,919,388 Series NMC preferred shares for $106,724,942 using a note offset by royalty and warrant consideration; no cash was exchanged. The transaction reduced potential common-stock dilution by approximately 1.96 billion shares.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Minor pointQuarterly net income: $358,577, including a $507,442 disposition gain; prior-year net income: $24,588.
Negative
- Major pointSubstantial doubt remains about MineralRite’s ability to continue as a going concern.
- Major pointCommon shareholders recorded an $8,384,290 loss after a noncash $8,740,242 repurchase adjustment. 1.3× market cap
Filing Explained
Full conversions and exercises could add 12.264 billion common shares; the filing does not report that potential issuance as already issued stock.
The
Shareholders approved the restated certificate on
The company accepted a deferral of
Key Figures
Key Terms
going concern financial
minimum annual guarantee financial
sinking fund financial
contractual purchase rights financial
asset acquisition financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were RITE’s Q3 2026 results?
How many Series NMC shares did RITE repurchase, and for how much?
When are the Skull Valley mineral lease payments due?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
OR
For the transition period from _________ to _________
| Commission
File Number: (Exact name of registrant as specified in its charter) | ||
| Texas | | |
| (State
or other jurisdiction of Incorporation or organization) |
(I.R.S Employer Identification No.) | |
(Address of principal executive offices) |
(Zip code) | |
(Registrant’s telephone number, including area code) | ||
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| OTC Markets (OTCID) | ||
| |
None | |
| None | ||
| None | ||
| None | ||
| None | ||
| Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. ☒ | ||
| 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. ☒ | ||
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | ||
| Large accelerated filer | ☐ | 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
As
of November 1, 2026, there were
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
| ● | Balance Sheets as of September 30, 2026, and December 31, 2025 |
| ● | Statements of Operations for the quarterly periods and year-to-date periods ended September 30, 2026, and September 30, 2025 |
| ● | Statements of Cash Flows for the year-to-date periods ended September 30, 2026, and September 30, 2025 |
| ● | Statements of Stockholders’ Equity for the year-to-date periods ended September 30, 2026, and September 30, 2025 |
| ● | Notes to Condensed Consolidated Financial Statements |
MineralRite Corp
Condensed Consolidated Balance Sheets
| As of: | ||||||||
| (Unaudited) | 9/30/2026 | 12/31/2025 | ||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | — | — | ||||||
| Inventory | — | — | ||||||
| Employee advances | — | — | ||||||
| Note Receivable | — | — | ||||||
| Prepaid services | — | |||||||
| Total current assets | $ | $ | ||||||
| Property and equipment: | ||||||||
| Property, Plant & Equipment | $ | $ | ||||||
| Less: accumulated depreciation & write downs | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
| Other assets: | ||||||||
| Investments | $ | $ | ||||||
| Mineral royalties | — | |||||||
| Prepaid services - long-term portion | — | — | ||||||
| Mineral assets | ||||||||
| Less: accumulated depletion | — | — | ||||||
| Total other assets | $ | $ | ||||||
| Total assets | $ | $ | ||||||
| LIABILITIES & SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Other liabilities | ||||||||
| Liability due to committed shares in excess of authorized | — | — | ||||||
| Total current liabilities | $ | $ | ||||||
| Long-term liabilities: | ||||||||
| Convertible debt | $ | — | $ | — | ||||
| Notes Payable | ||||||||
| MAG payable (ASLD deferral) | — | |||||||
| Total long-term liabilities | $ | $ | ||||||
| Total liabilities | $ | $ | ||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Series A Preferred Stock, | $ | $ | ||||||
| Series B Preferred Stock, | ||||||||
| Series C Preferred Stock, | ||||||||
| Series D Preferred Stock, $ | — | |||||||
| Series NMC Preferred Stock, $ | ||||||||
| Preferred undesignated; | — | — | ||||||
| Common Stock, | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Other comprehensive gain/(loss) | — | — | ||||||
| Total shareholders’ equity (deficit) | $ | $ | ||||||
| Total liabilities and shareholders’ equity (deficit) | $ | $ | ||||||
See accompanying notes to consolidated financial statements
| (1) |
2
MineralRite Corp
Condensed Consolidated Statements of Operations
| For the Three Months Ending | For the Nine Months Ending | |||||||||||||||
| (Unaudited) | 9/30/2026 | 9/30/2025 | 9/30/2026 | 9/30/2025 | ||||||||||||
| Revenue | ||||||||||||||||
| Mineral Sales & Services | $ | — | $ | — | $ | — | $ | — | ||||||||
| Cost of Goods Sold | — | — | — | — | ||||||||||||
| Gross Profit (Loss) | — | — | — | — | ||||||||||||
| Other income | — | — | — | — | ||||||||||||
| Total Income (Loss) | $ | — | $ | — | $ | — | $ | — | ||||||||
| Expenses | ||||||||||||||||
| Accounting & Auditing | $ | — | $ | — | $ | — | $ | |||||||||
| Bank Charges | ||||||||||||||||
| Business Promo | ||||||||||||||||
| Business Travel | ||||||||||||||||
| Communications | — | |||||||||||||||
| Depreciation & Amortization | — | — | — | — | ||||||||||||
| Filings & Corp Cleaning | ||||||||||||||||
| Legal And Professional | ||||||||||||||||
| Market Related | — | — | — | |||||||||||||
| Office & Insurance Expense | ||||||||||||||||
| Postage & Shipping | — | |||||||||||||||
| Project Development | — | — | ||||||||||||||
| Storage | — | — | — | — | ||||||||||||
| Supplies | — | |||||||||||||||
| Transfer Agent | ||||||||||||||||
| Web & Computer Services | ||||||||||||||||
| Total Expenses | $ | $ | $ | $ | ||||||||||||
| Operating Income (Loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other Income / (Expenses) | ||||||||||||||||
| Other (Non-operating) income | $ | $ | $ | $ | ||||||||||||
| Other (Non-operating) expense | — | — | — | — | ||||||||||||
| Interest Expense | ( | ) | — | ( | ) | — | ||||||||||
| Interest Income | — | — | — | — | ||||||||||||
| Unrealized gain (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income Before Taxes | $ | $ | $ | $ | ( | ) | ||||||||||
| Income Tax Expense | — | — | — | — | ||||||||||||
| Net Income (Loss) | $ | $ | $ | $ | ( | ) | ||||||||||
| Accrued preferred stock dividends | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Excess of Series NMC repurchase price over par | ( | ) | — | ( | ) | — | ||||||||||
| Net Income (Loss) attributable to common shareholders | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Earnings (Loss) per common share | ( | ) | ( | ) | ( | ) | ||||||||||
| Diluted Earnings (Loss) per common share | ( | ) | ( | ) | ( | ) | ||||||||||
See accompanying notes to consolidated financial statements.
Supplemental Disclosure Regarding Weighted-Average Common Shares Outstanding and Basic and Diluted Earnings Per Share
Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Net income (loss) attributable to common shareholders is net income (loss) less accrued preferred dividends and, for the three and nine months ended September 30, 2026, less the $8,740,242 excess of the $106,724,942 paid to repurchase 3,919,388 shares of Series NMC Preferred Stock over their $97,984,700 carrying amount, as required by ASC 260-10-S99-2. That amount is not an expense, involved no cash, and is not included in net income. For the three and nine months ended September 30, 2026 and the nine months ended September 30, 2025, diluted net loss per common share is the same as basic because the inclusion of potentially dilutive securities would have been anti-dilutive. Diluted net income per common share for the three months ended September 30, 2025 is as previously reported.
For the specified period, the weighted-average common shares outstanding used in basic and diluted net loss per share were:
| Three Months Ended September 30 | Nine Months Ended September 30 | |
| 2026 | |
|
| 2025 | |
|
3
MineralRite Corp
Condensed Consolidated Statements of Cash Flows
| For the Nine Months Ending | ||||||||
| (Unaudited) | 9/30/2026 | 9/30/2025 | ||||||
| Cash Flows from Operating Activities | ||||||||
| Net income | $ | $ | ( | ) | ||||
| Depreciation and amortization | — | — | ||||||
| Stock-based compensation expense | — | — | ||||||
| Unrealized (gain) loss on investments | ||||||||
| (Gain) Loss on extinguishment of debt | — | ( | ) | |||||
| Gain on disposition of fixed, terminating royalty interests | ( | ) | — | |||||
| Deferred income taxes | — | — | ||||||
| (Increase) decrease in receivables and prepaids | — | |||||||
| (Increase) decrease in inventory | — | — | ||||||
| Increase (decrease) in payables and accrued liabilities | ( | ) | ||||||
| Other adjustments, net | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities | $ | ( | ) | $ | ( | ) | ||
| Cash Flows from Investing Activities | ||||||||
| (Purchases) of minerals, property and equipment | $ | ( | ) | $ | ( | ) | ||
| Proceeds from sale of minerals, property and equipment | — | |||||||
| (Purchases) of marketable securities | — | ( | ) | |||||
| Proceeds from sale of marketable securities | — | — | ||||||
| Net cash provided by (used in) investing activities | $ | ( | ) | $ | ( | ) | ||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from issuance of common stock | $ | — | $ | |||||
| Proceeds from issuance of preferred stock | ||||||||
| Proceeds from option/warrant premiums | ||||||||
| Proceeds from issuance of debt | — | |||||||
| Repayments of debt | ( | ) | ( | ) | ||||
| Payment of dividends | — | — | ||||||
| Net cash provided by (used in) financing activities | $ | $ | ||||||
| Net Change in Cash | ||||||||
| Net increase (decrease) in cash and cash equivalents | $ | ( | ) | $ | ||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Series C Preferred issued on exercise of contractual purchase rights, paid by applying accrued consulting fees owed to the holders | ||||||||
| Series C Preferred issued on exercise of contractual purchase rights, paid by applying invoice amounts owed to the holder | ||||||||
| Mineral property capitalized through MAG payable (ASLD settlement) | ||||||||
| Series NMC and Series D Preferred issued or issuable on warrant exercises against Abstract transaction note | ||||||||
| Series NMC Preferred returned in exchange for Abstract transaction note | ||||||||
| Fixed, terminating royalty interests transferred in settlement of Abstract transaction note | ||||||||
| Series C Preferred returned and cancelled (reversal of consulting expense) | ||||||||
| Series C Preferred issued on exercise of contractual purchase rights, paid by applying loans owed to the holder | ||||||||
| Routine expense reimbursements carried as borrowings under the related-party line of credit | ||||||||
See accompanying notes to consolidated financial statements
4
MineralRite Corp
Condensed Consolidated Statements of Changes in Shareholders’ Equity
| For the Nine Months Ending | ||||||||||||||||
| (Unaudited) | 9/30/2026 | 9/30/2025 | ||||||||||||||
| Shares | Dollars | Shares | Dollars | |||||||||||||
| Beginning Common Stock Amount | $ | $ | ||||||||||||||
| Common Stock Sales (Reclamation) (non-cash) | — | — | ||||||||||||||
| Conversion of Series C Preferred (non-cash) | — | — | ||||||||||||||
| Conversion of Series D Preferred (non-cash) | — | — | — | |||||||||||||
| Ending Common Stock Amount | $ | $ | ||||||||||||||
| Beginning Series A Preferred Stock Amount | $ | $ | ||||||||||||||
| Series A Stock Sales for the Period | — | — | — | — | ||||||||||||
| Ending Series A Preferred Stock Amount | $ | $ | ||||||||||||||
| Beginning Series B Preferred Stock Amount | $ | $ | ||||||||||||||
| Series B Stock Sales for the Period | — | — | — | — | ||||||||||||
| Ending Series B Preferred Stock Amount | $ | $ | ||||||||||||||
| Beginning Series C Preferred Stock Amount | $ | $ | ||||||||||||||
| Net Series C Stock Sales (Reclamations) for the Period | ||||||||||||||||
| Conversion of Series C Preferred into Common (non-cash) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Ending Series C Preferred Stock Amount | $ | $ | ||||||||||||||
| Beginning Series D Preferred Stock Amount | — | $ | — | $ | ||||||||||||
| Series D Stock Sales and Warrant Exercises for the Period | ||||||||||||||||
| Conversion of Series D Preferred into Common (non-cash) | — | — | ( | ) | ( | ) | ||||||||||
| Ending Series D Preferred Stock Amount | $ | — | $ | — | ||||||||||||
| Beginning Series NMC Preferred Stock Amount | $ | $ | ||||||||||||||
| Series NMC warrant exercise (non-cash) | — | — | ||||||||||||||
| Repurchase of Series NMC Preferred (non-cash) | ( | ) | $ | ( | ) | — | $ | — | ||||||||
| Ending Series NMC Preferred Stock Amount | $ | $ | ||||||||||||||
| Ending Total Stock Amount | $ | $ | ||||||||||||||
| Beginning Additional Paid-in-capital | $ | $ | ||||||||||||||
| Excess from Common Stock (Fair Value over Par) | — | |||||||||||||||
| Excess from Series C (Fair Value over Par) | — | — | ||||||||||||||
| Excess of Series NMC repurchase price over par (non-cash) | ( | ) | — | |||||||||||||
| Conversion of Series C Preferred into Common (non-cash) | ||||||||||||||||
| Conversion of Series D Preferred into Common (non-cash) | — | |||||||||||||||
| Conversion of Obligations into Warrants (3(a)9) | — | — | ||||||||||||||
| Option Premiums (Consultants) | ||||||||||||||||
| Ending Additional Paid-in-capital | $ | $ | ||||||||||||||
| Beginning Accumulated Earnings (Deficit) | $ | ( | ) | $ | ( | ) | ||||||||||
| Net Income for the Period | ( | ) | ||||||||||||||
| Ending Accumulated Earnings (Deficit) | $ | ( | ) | $ | ( | ) | ||||||||||
| Total Shareholders’ Equity (Deficit) | $ | $ | ||||||||||||||
The accompanying notes are an integral part of these financial statements
Supplemental Disclosure Regarding Series C Preferred Stock Activity
During the nine months ended September 30, 2026, the Company negotiated the return and cancellation of 45 shares of Series C Convertible Preferred Stock. During the same period, 95 additional shares of Series C Convertible Preferred Stock were converted into common stock pursuant to the terms of the Series C Preferred Stock designation.
5
MineralRite Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 30, 2026
(1) Nature of Business / Organization and Basis of Presentation
MineralRite Corporation (“RITE”, “MineralRite” or the “Company”) is a Texas corporation focused on mineral and precious metals recovery, mine tailings processing, and related equipment manufacturing. The Company became subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) upon the effectiveness of its registration statement on Form 10 filed with the Securities and Exchange Commission (the “SEC”).
The Company’s primary business focus is the evaluation, development, and potential recovery of minerals from previously processed materials, including mine tailings, as well as related strategic asset monetization activities.
To support the Company’s development and reduce reliance on debt or toxic financing, MineralRite engaged multiple independent contractor consultants across operations, compliance, investor relations, and business development. The majority of these consultants entered into consulting agreements which included the right to purchase shares of the Company’s Series C Convertible Preferred Stock based on the price equivalent to where the Company’s common stock was traded at the time the consulting agreement was executed. The Company raised a modest amount of working capital through the structured sale of these rights to purchase, and a significant amount of capital through the subsequent exercise of those rights by those consultants, providing both upfront funding and long-term alignment with the Company’s objectives.
In December 2024, the Company launched a Regulation D Rule 506(c) private placement offering of its Series D Convertible Preferred Stock to accredited investors, further strengthening its financial position.
In
December 2024, the Company completed the acquisition of two subsidiaries from NMC, Inc.: (i) California Precious Metals LLC (“California
Precious Metals”) and (ii) Peeples, Inc. (“Peeples”). In connection with these acquisitions, the Company issued
California Precious Metals held and continues to hold two mineral leases without infrastructure or business plans and was accounted for as an asset acquisition. Peeples, Inc. held and continues to hold one mineral lease, previously processed mine tailings, mine plans, technical documentation, recovery methodologies, and related operational and technical materials associated with the project. Subsequent to further evaluation of the applicable accounting guidance, the Company revised the accounting treatment applied to the Peeples transaction to reflect the acquisition as an asset acquisition under ASC 805-50, Asset Acquisitions, rather than as a business combination under ASC 805, Business Combinations.
The Company assigned a fair value of $0 to the California Precious Metals acquisition. The Company revised the accounting treatment of the Peeples transaction to reflect an asset acquisition under ASC 805-50, Asset Acquisitions, and revised the carrying value of the acquired assets from approximately $432 million previously reported to approximately $246 million. The revised valuation reflects the application of ASC 805-50, Asset Acquisitions, and ASC 820, Fair Value Measurement, and is not based on mineral reserve estimates. These revisions were reflected in the Company’s Amendment No. 1 on Form 10-K/A for the year ended December 31, 2025, and in the Company’s Amendment No. 1 on Form 10-Q/A for the quarterly period ended March 31, 2026.
6
The Company determined that the leased mineral properties acquired in the transaction were not supported by SEC-compliant technical reports and were not sufficiently documented to meet the SEC’s Modernization of Property Disclosures for Mining Registrants (Release Nos. 33-10570; 34-84509), and accordingly reports these assets on its balance sheet at a value of zero ($0) until compliant technical documentation is obtained.
The Company’s accompanying financial statements reflect the revised accounting treatment and valuation associated with the Peeples transaction. These revisions relate primarily to accounting classification, valuation methodology, allocation, and financial statement presentation matters and do not constitute a determination regarding the existence or absence of mineral resources or mineral reserves under Regulation S-K Subpart 1300.
The accounting valuations reflected in the Company’s financial statements represent accounting fair value determinations prepared in accordance with applicable U.S. GAAP and do not constitute mineral resource, mineral reserve, or mineralization determinations under Regulation S-K Subpart 1300, which requires separate technical analysis and supporting disclosure. As previously disclosed, the Company has not established mineral resources or mineral reserves in accordance with Regulation S-K Subpart 1300.
The Company’s operational projects are generally organized into wholly owned subsidiaries. Each subsidiary is used to separate financial, legal, or operational risks. This structural approach allows the Company to limit potential liabilities to the specific subsidiary that operates the project, helping to protect the rest of the Company from adverse financial exposure.
All subsidiaries are consolidated for financial reporting purposes in accordance with GAAP. Intercompany transactions and balances are eliminated during the consolidation process. This consolidation provides an accurate picture of the overall financial position and performance of the Company.
(2) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. These financial statements are unaudited but, in the opinion of management, include all adjustments necessary for a fair presentation. Such adjustments consist of normal recurring adjustments considered necessary for a fair presentation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant areas that require the use of estimates include, but are not limited to, asset valuations, recoverability assessments, and the allocation of consideration in asset acquisitions and business combinations.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of MineralRite Corporation and all of its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation in accordance with ASC 810, Consolidation.
Note Receivable
The Company may, from time to time, enter into note receivable arrangements arising from financing or other business activities. As of September 30, 2026, the Company did not have any outstanding note receivable balances.
7
Deferred Offering Costs
The Company capitalizes certain legal, accounting, and other third-party costs directly associated with ongoing or proposed securities offerings. These costs are classified as deferred offering costs on the balance sheet. Upon successful completion of the offering, these amounts are offset against the proceeds as a reduction to Additional Paid-In Capital (“APIC”), which represents the amount received from stockholders in excess of the par value of shares issued. If an offering is abandoned or withdrawn, the costs are expensed in the period that determination is made.
Revenue Recognition, Inventory, Fair Value, and Other Policies
Additional significant accounting policies are described in the relevant notes to these condensed consolidated financial statements.
Revision of Previously Reported Cash Flow Presentation
During
its accounting review for the quarter ended September 30, 2026, the Company determined that several non-cash transactions during
the six months ended June 30, 2026 had been presented in the statement of cash flows for that period as cash receipts and payments.
These were the exercise of contractual purchase rights for Series C Convertible Preferred Stock by holders who paid the exercise
price by applying $
(3) Recent Accounting Pronouncements
The Company regularly monitors and evaluates new accounting standards issued by the Financial Accounting Standards Board (FASB). During the periods presented in these financial statements, the Company adopted ASU 2023-09, Improvements to Income Tax Disclosures, which did not have a material impact on the Company’s financial position, results of operations, or cash flows.
Management has also evaluated all recently issued but not yet adopted accounting pronouncements and does not expect any such pronouncements to have a material effect on the Company’s financial statements or disclosures in future reporting periods.
(4) Going Concern Considerations
The Company has incurred operating losses since inception and currently does not generate sufficient revenue to sustain operations without external funding. As of the date of this report, the Company’s available cash is not sufficient to meet its projected working capital needs for the next twelve months. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is actively pursuing multiple capital formation strategies, including the issuance of preferred and common stock under both public and private offering structures, and intends to continue expanding commercial operations in precious metals recovery, tailings processing, and related activities. While management believes that these initiatives will support future viability, there can be no assurance that the Company will be successful in raising additional capital or generating sufficient operating cash flows.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Accordingly, the financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the classification of liabilities that might result should the Company be unable to continue as a going concern.
8
Management’s plans to address the uncertainty include:
| ● | Ongoing consultant-
and investor-funded equity placements, including the expected exercise of outstanding contractual purchase rights. As of the
reporting date, there were |
| ● | Execution of revenue-generating initiatives; and |
| ● | Further cost controls and selective allocation of working capital to critical activities. |
Management believes that its plans, if successfully implemented, may mitigate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern; however, there can be no assurance that such plans will be successful. As a result, substantial doubt about the Company’s ability to continue as a going concern has not been alleviated as of the date these financial statements were issued.
(5) Acquisition Accounting
On December 31, 2024, the Company completed the acquisition of California Precious Metals LLC and Peeples, Inc. The California Precious Metals acquisition, which involved mineral leases without supporting infrastructure or business activity, was treated as an asset acquisition. The Peeples transaction was subsequently revised to reflect asset acquisition accounting under ASC 805-50 as discussed herein.
The Peeples acquisition was originally accounted for as a business combination under ASC 805. Subsequent to the issuance of the Company’s previously issued Annual Report on Form 10-K for the year ended December 31, 2025, the Company reevaluated the accounting treatment and valuation methodology applied to the transaction and revised the accounting treatment to reflect the acquisition as an asset acquisition under ASC 805-50, Asset Acquisitions. The Company also revised its measurement of the consideration transferred in accordance with ASC 820, Fair Value Measurement. These revisions were reflected in the Company’s Amendment No. 1 on Form 10-K/A for the year ended December 31, 2025, and in the Company’s Amendment No. 1 on Form 10-Q/A for the quarterly period ended March 31, 2026.
No goodwill was recognized in connection with these acquisitions.
See Note 1 for additional information.
(6) Revenue Recognition
The Company has not recognized revenue during the reporting period. Revenue recognition policies are established in accordance with ASC 606, Revenue from Contracts with Customers.
The Company expects to generate future revenue from its planned operations. Revenue will be recognized when control of the product or service is transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
No disaggregated revenue disclosures are presented herein due to the absence of revenue during the reporting period.
(7) Accounts Receivable / Credit Losses
As of the reporting date, the Company had no material accounts receivable. The Company has adopted the provisions of ASC 326, Financial Instruments—Credit Losses and will apply the current expected credit loss (CECL) model to future accounts receivable as they arise.
9
When accounts receivable are recorded, an allowance for credit losses will be established based on historical experience, current economic conditions, and reasonable forecasts.
(8) Inventory
Inventory is stated at the lower of cost or net realizable value in accordance with ASC 330. As of the reporting date, the Company has not recognized any inventory on its balance sheet.
The Company holds certain parts, tools, and other equipment-related components acquired in connection with intellectual property and future equipment development activities; however, as of the reporting date, no amounts have been classified as inventory in the accompanying balance sheets.
The Company’s previously processed mine tailings and related materials were acquired as part of a transaction subsequently accounted for as an asset acquisition under ASC 805-50 and are classified as long-lived mineral assets, initially measured in accordance with ASC 805-50 and ASC 820, rather than as inventory.
If and when the Company commences production or equipment sales activities and materials are held for sale, such amounts will be classified as inventory and measured at the lower of cost or net realizable value.
(9) Property, Plant and Equipment
Depreciation and Depletion
Property and equipment are recorded at historical cost. Major additions and improvements that extend the useful life or functionality of an asset are capitalized, while routine repairs and maintenance are expensed as incurred.
Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:
Schedule of property plant and equipment depreciation
| Asset Category | Estimated Useful Life |
| Office and computer equipment | |
| Machinery and processing equipment |
For assets associated with mineral recovery operations, including mine tailings processing, the Company capitalizes costs that are directly attributable to bringing the asset to the point of economic use. These include certain engineering and preparation costs where appropriate under GAAP. When depletion is applicable, the Company uses the unit-of-production method to allocate the capitalized cost of a resource-based asset over the volume of resource extracted during the reporting period. No depletion expense has been recorded to date due to the absence of production.
Impairment of Long-Lived Assets
The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed based on the estimated undiscounted future cash flows expected to result from the use of the asset. If the carrying value exceeds those cash flows, an impairment loss is recognized equal to the difference between the asset’s carrying amount and its estimated fair value, as required by ASC 360, Property, Plant, and Equipment.
During the periods presented, the Company evaluated its long-lived assets for impairment and recorded impairment or depreciation adjustments as necessary.
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(10) Mineral Properties / Intangible Assets / Goodwill
Accounting Policy
Mineral properties are classified as either tangible or intangible assets depending on the nature of the rights acquired:
| ● | Mineral Rights (Intangible Assets): Rights to explore or extract minerals from specific properties. |
| ● | Mine Development and Infrastructure (Tangible Assets): Includes stripping, drilling, road access, and tailings infrastructure where capitalized. |
The Company capitalizes acquisition costs, including legal and other directly attributable expenses, when control of the mineral interest is obtained.
Payments required to maintain the Company’s rights to a mineral property, including lease payments, minimum annual guarantee payments and claim maintenance fees, are capitalized as part of the cost of that property while the Company is actively evaluating it or advancing it toward development. When the Company is only holding a property and is not actively evaluating it or advancing it toward development, those payments are expensed as incurred.
| ● | Exploration and evaluation expenditures are generally expensed as incurred unless they are directly attributable to specific properties and meet the criteria for capitalization under GAAP. |
| ● | Development expenditures are capitalized once technical feasibility and commercial viability are demonstrable. |
All mineral properties currently held by the Company are classified as exploration-stage assets. As such, no depletion, depreciation, or amortization has been recorded. Once production begins, tangible mineral property costs will be depreciated using the units-of-production method. Intangible mineral rights will be amortized over the estimated reserve life or tested for impairment if not yet in use.
Carrying Value and Impairment
The Company evaluates its mineral properties for impairment indicators in accordance with ASC 360-10, Property, Plant, and Equipment. Assets are written down to fair value if events or changes in circumstances indicate that their carrying amount may not be recoverable. In performing this evaluation, the Company considered the conditions that raise substantial doubt about its ability to continue as a going concern (see Note 4) as a potential indicator of impairment and concluded that no impairment charge was required as of the reporting date.
If a mineral asset lacks adequate technical documentation to comply with the SEC’s Modernization of Property Disclosures for Mining Registrants (17 CFR Parts 229, 230, 239, and 249; Release Nos. 33-10570 and 34-84509), the Company will consider that fact, together with all other relevant facts and circumstances, in evaluating the asset for impairment under ASC 360. The absence of such technical documentation does not, by itself, determine the asset’s carrying value under U.S. GAAP.
Acquisition Accounting and Fair Value Allocation
Acquisitions involving mineral interests are evaluated under the applicable provisions of ASC 805 and ASC 805-50 to determine the appropriate accounting treatment. Valuation methodologies are applied in accordance with ASC 820, Fair Value Measurement.
11
In December 2024, the Company acquired California Precious Metals LLC and Peeples Inc., which together held three mineral properties and previously processed mine tailings. The leased mineral assets remain held through their original subsidiaries, are classified as exploration-stage, and are not in development or production. The Peeples acquisition was originally accounted for as a business combination under ASC 805. Subsequent to further evaluation of the applicable accounting guidance, the Company revised the accounting treatment applied to the transaction to reflect the acquisition as an asset acquisition under ASC 805-50, Asset Acquisitions.
No goodwill was recognized in connection with these acquisitions, including following the Company’s subsequent reevaluation of the accounting treatment applied to the Peeples transaction under ASC 805-50.
As of the reporting date, all properties are considered non-depreciable, and no depletion or amortization has been recorded.
Net Assets Acquired
Schedule of acquisition of mineral assets
| Assets and Liabilities Recognized | Gross
Carrying Amount |
Accumulated Depreciation |
Amount | |||||||||
| Previously processed mine tailings classified as chattel (personal property) including associated mine plan, permitting and technical documentation | $ | $ | |
$ | ||||||||
| Peeples - Mineral lease comprising 377.11 acres – exploratory leases (no separate consideration paid) | $ | $ | $ | |||||||||
| California Precious Metals – exploratory leases (no separate consideration paid) | $ | $ | $ | |||||||||
| Goodwill / Intangible Residual Value | $ | $ | $ | |||||||||
| Total | $ | $ | $ | |||||||||
The table above reflects the carrying value assigned to the acquired mineral-related assets following the Company’s revised accounting treatment of the Peeples acquisition under ASC 805-50 and ASC 820. These properties remain under evaluation. Although the Company’s going-concern conditions (see Note 4) constitute a potential impairment indicator, management concluded that no impairment charge was required as of the reporting date based on the undiscounted future cash flows expected from the planned development and monetization of these assets.
(11) Leases
As of the reporting date, the Company maintains two categories of lease arrangements:
| ● | Operating Leases, which are accounted for under ASC 842, Leases; and |
| ● | Mineral Leases (“Mineral Leases”), being lease agreements that provide the Company rights to explore and develop mineral properties, which are accounted for in accordance with ASC 930, Extractive Activities – Mining and ASC 360, Property, Plant, and Equipment. |
The accounting treatment depends on the nature and purpose of the lease, as described in the subsections below.
Operating Leases
The Company has entered into short-term, low-value lease arrangements for shared office and miscellaneous space. These qualify for the short-term lease exemption under ASC 842 and are not recorded on the balance sheet. Lease payments are recognized as expense over the lease term.
As of the reporting date, the Company does not maintain any finance leases or long-term operating leases that require recognition of right-of-use (“ROU”) assets or lease liabilities under ASC 842. The Company will continue to assess future lease arrangements to ensure compliance with applicable accounting standards.
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Mineral Leases
The Company holds certain mineral lease agreements and mining claims through its wholly owned subsidiaries. These provide rights to explore and develop mineral properties. Payments required to maintain those rights are capitalized or expensed under the Company’s policy for mineral property holding costs described in Note 10, as follows.
| ● | California Precious Metals, a wholly owned subsidiary, holds unpatented mining claims at two properties administered by the U.S. Bureau of Land Management (BLM): 10 claims at Silver Valley and 7 claims at La Escondida. The claims are maintained by annual BLM fees. The Company is holding these properties and is not actively evaluating them or advancing them toward development; accordingly, the fees are expensed as incurred as project development costs. The fees for the current year, $3,400, were paid in August 2026. The properties are carried at zero. |
| ● | Peeples, a wholly owned subsidiary, holds a long-term mineral lease with the State of Arizona. The lease has been updated and re-executed, and payments under this lease are capitalized as part of the Company’s mineral property asset base in accordance with the Company’s accounting policy, because the Company is actively evaluating the Skull Valley project. Minimum annual guarantee payments required under the lease are also capitalized as part of the mineral property asset, as they are necessary to maintain the Company’s rights under the lease. |
As of the reporting date, the Company has not recognized ROU assets or lease liabilities under ASC 842, as these arrangements are not considered operating or financing leases under that guidance. Instead, they are accounted for as mineral property interests.
In
February 2026, the Company submitted a request to the State Land Commissioner for relief from the back-assessed minimum annual
guarantee (“MAG”) payments of $
By
letter dated September 29, 2026, in response to the Company’s February 2026 request, the ASLD found reasonable cause and
agreed to defer those MAG payments, with interest under the lease and with additional penalties waived, and to invoice the previously
unbilled 2026 MAG payment without interest, with all four payments due May 1, 2028. Peeples Inc. accepted these terms on October
1, 2026. During the deferral period, nonpayment of the deferred amounts will not constitute a default under the lease, and unpaid
amounts constitute a lien on Peeples’ property located on State Trust land. As of September 30, 2026, the Company recorded
the $
(12) Debt / Notes Payable
As of the reporting date, the Company has outstanding lines of credit with multiple parties, which are evidenced by revolving promissory notes. The Company does not have any outstanding term promissory notes or convertible debt instruments.
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The Company maintains certain lines of credit with third parties, related parties, and a financial institution. During the year-to-date reporting period, certain balances were repaid, including amounts due to an affiliate (repaid in cash) and amounts under a related party line of credit (satisfied through the application of amounts due in connection with the exercise of previously issued options, a non-cash transaction). Borrowings under a related party line of credit with an entity controlled by the Company’s Chief Executive Officer increased during the period. In addition, the Company established a line of credit with its banking institution, Frost Bank of Texas, during the period. The line of credit bears a variable interest rate per annum, matures on January 16, 2036, and is supported by a personal guarantee from the Company’s Chief Executive Officer.
As
of September 30, 2026, notes payable totaled $
(13) Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.
Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company evaluates the recoverability of its deferred tax assets and establishes a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion of the deferred tax assets will not be realized. In making this determination, the Company considers all available positive and negative evidence, including recent financial results, forecasts of future taxable income, and tax planning strategies.
The Company accounts for uncertainty in income taxes by applying a two-step process under ASC 740. First, each tax position is evaluated to determine whether it is more likely than not to be sustained upon examination by taxing authorities. If so, the amount of benefit to recognize in the financial statements is then measured as the largest amount that is more than 50% likely to be realized upon ultimate settlement.
To the extent a tax position does not meet the recognition threshold, the Company records unrecognized tax benefits, including any associated interest and penalties, as a component of the provision for income taxes.
(14) Equity / Capital Stock / Earnings (Loss) per common share
Stockholders’ Equity, Conversion Rates, Weighted Voting
The information which follows details the present shareholder structure of the Company and supplements the information contained in the Stockholder’s Equity section of the Company’s financial statements.
Schedule of stockholders equity
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| Equity Capital Structure (as of the reporting date) | |||||||||||||
| Security | Authorized Shares |
Outstanding
Shares |
Par
Value |
CUSIP | Conversion Terms |
Voting
Rights | |||||||
| Common Stock | 60314D106 | N/A | |||||||||||
| Preferred Series A | 60314D205 | Non-convertible | |||||||||||
| Preferred Series B | 60314D304 | ||||||||||||
| Preferred Series C | 60314D403 | ||||||||||||
| Preferred Series D | (1) | $ | 60314D502 | ||||||||||
| Preferred Series NMC | (1) | $ | 60314D601 | ||||||||||
| Undesignated Preferred | (1) | N/A | Not yet designated | Not applicable | |||||||||
Table Notes:
(1)
Reflects the Company’s Restated Certificate of Formation, approved by the shareholders entitled to vote on the matter on
September 28, 2026, and submitted to the Texas Secretary of State, which had not completed processing as of the date of this report.
Shares issued and issuable include
In addition to the securities listed above, the Company has issued certain contractual purchase rights to consultants allowing for the purchase of Preferred Series C shares at the price of the common share equivalent at the time the consultants executed their consultancy agreements or amendments thereto. These non-standard (bespoke) instruments grant the holder the right to purchase shares of Series C Preferred Stock at a fixed price and are described in Note 15 – Stock-Based Compensation. These rights are considered in diluted earnings (loss) per common share calculations when applicable.
As of September 30, 2026, the Company had sufficient authorized common shares to cover all presently issued and outstanding common stock and all shares of common stock issuable upon the conversion or exercise of its outstanding convertible preferred stock, warrants, and contractual purchase rights. No liability has been recorded because the Company has no present obligation to issue shares in excess of its authorized common stock.
If
all outstanding convertible preferred stock, warrants, and contractual purchase rights were converted or exercised in full, approximately
15
On
September 30, 2026, warrants to purchase
On
September 28, 2026, the shareholders entitled to vote on the matter approved a Restated Certificate of Formation that increases
the authorized shares of Series D Preferred Stock from 35,000 to
The
Series NMC Preferred Stock is subject to a sinking fund under which the Company is to repurchase shares tendered by holders, subject
to the availability of sufficient funds, and must make a portion of the funds it raises or otherwise generates available for that
purpose. The sinking-fund repurchase price began at the $
Net Income (Loss) for the Reporting Period
The
Company reported net income of $
16
When calculating earnings (loss) per common share, in accordance with ASC 260-10-45-11, income available to common stockholders (Net Income Attributable to Common Stockholders) is reduced by:
| ● | Dividends declared during the period on preferred stock (whether paid or unpaid), and |
| ● | Dividends accumulated for the period on cumulative preferred stock, whether declared or not. |
The
Company’s Series A Preferred Stock (“Series A Preferred Stock”), being the Company’s Series A Preferred
Stock with no par value as described in the equity capital structure table, is cumulative and accrues dividends from day to day
at an annual rate of $
In
addition, under ASC 260-10-S99-2, when the Company repurchases preferred stock for more than its carrying amount, the excess is
deducted in determining Net Income (Loss) Attributable to Common Stockholders. On September 30, 2026, the Company repurchased
After
accounting for the $
Weighted-Average Number of Shares Calculations
Basic earnings (loss) per common share (EPS) is calculated by dividing Net Income (Loss) Attributable to Common Stockholders by the Weighted-Average Number of Common Shares Outstanding during the period. The Weighted-Average Number of Common Shares Outstanding is determined by weighting each change in the number of outstanding shares by the portion of the reporting period that the shares were actually outstanding, based on the actual number of days between issuance or cancellation dates.
17
During the reporting periods, the Company issued shares of its common stock as follows:
Schedule of weighted average number of shares outstanding
| Date | Description | Change
in Share Count |
Shares
Outstanding |
Day Weighting | ||||
| 1/1/2025 | SHARE BALANCE | |||||||
| 3/31/2025 | SHARE BALANCE | |||||||
| 5/6/2025 | Issuance of common shares in exchange for CRTD shares | |||||||
| 6/19/2025 | Conversion of 4,000 shares of Series D Preferred Stock | |||||||
| 6/30/2025 | SHARE BALANCE | |||||||
| 8/16/2025 | Conversion of 125 shares of Series C Preferred Stock | |||||||
| 9/19/2025 | Conversion of 800 shares of Series D Preferred Stock | |||||||
| 9/30/2025 | Conversion of 50 shares of Series C Preferred Stock | |||||||
| 2025 Q-3 WEIGHTED-AVERAGE | ||||||||
| 2025 YTD WEIGHTED-AVERAGE | ||||||||
| 1/1/2026 | SHARE BALANCE | |||||||
| 2/27/2026 | Conversion of 45 Series C Preferred Shares | |||||||
| 3/31/2026 | SHARE BALANCE | |||||||
| 6/16/2026 | Conversion of 50 Series C Preferred Shares | |||||||
| 6/30/2026 | SHARE BALANCE | |||||||
| 2026 Q-3 WEIGHTED-AVERAGE | ||||||||
| 2026 YTD WEIGHTED-AVERAGE | ||||||||
Basic Earnings (Loss) per common share (EPS) Calculations
Basic EPS - Current Quarterly Reporting Period (Q3 2026)
At
the beginning of the quarterly reporting period, the Company had
18
Basic EPS - Current Year-to-Date Reporting Period (YTD 2026)
At
the beginning of the year-to-date reporting period, the Company had 6,211,776,842 shares of Common Stock outstanding. As of the
reporting date, the Company had
Basic EPS - Prior-Year Quarterly Reporting Period (Q3 2025)
At
the beginning of the quarterly reporting period one year ago, the Company had 4,464,776,842 shares of Common Stock outstanding.
As of the reporting date one year ago, the Company had 4,554,776,842 shares of common stock outstanding. During the quarterly
reporting period one year ago, the Company issued
Basic EPS – Prior-Year Year-to-Date Reporting Period (YTD 2025)
At
the beginning of the year-to-date reporting period one year ago, the Company had 4,347,776,842 shares of Common Stock outstanding.
As of the reporting date one year ago, the Company had 4,554,776,842 shares of common stock outstanding. During the year-to-date
reporting period one year ago, the Company issued
Diluted Earnings (Loss) Per Share (EPS) Calculations
To calculate diluted earnings (loss) per share, the Company uses the if-converted method for convertible instruments and the treasury stock method for options, warrants, and similar instruments in accordance with ASC 260. These methods adjust the weighted-average number of Common Shares outstanding to reflect the potential issuance of additional shares upon conversion or exercise of such instruments. When the Company reports a net loss, potentially dilutive securities are excluded from the calculation as they are anti-dilutive; accordingly, diluted earnings (loss) per common share is equal to basic earnings (loss) per common share.
Diluted EPS – Current Quarterly Reporting Period (Q3 2026)
For the quarterly reporting period ended September 30, 2026, the Company reported a net loss attributable to common stockholders after the Series NMC Preferred Stock repurchase adjustment described above; therefore, all potentially dilutive securities were anti-dilutive, and diluted earnings (loss) per common share is equal to basic earnings (loss) per common share for the period.
19
Diluted EPS – Current Year-to-Date Reporting Period (YTD 2026)
For the year-to-date reporting period ended September 30, 2026, the Company reported a net loss attributable to common stockholders; therefore, all potentially dilutive securities were anti-dilutive, and diluted earnings (loss) per common share is equal to basic earnings (loss) per common share for the period.
Diluted EPS - Prior-Year Quarterly Reporting Period (Q3 2025)
For
the quarterly reporting period ended September 30, 2025, the Company reported net income, and diluted earnings per common share
was $
Diluted EPS - Prior-Year Year-to-Date Reporting Period (YTD 2025)
For the year-to-date reporting period ended September 30, 2025, the Company incurred a net loss; therefore, all potentially dilutive securities were anti-dilutive, and diluted earnings (loss) per common share is equal to basic earnings (loss) per common share for the period.
(15) Stock Based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation — Stock Compensation. This guidance applies to all forms of share-based payment awards, including stock options, restricted stock, stock appreciation rights, and share grants and other awards issued to employees, directors, consultants, and other service providers whether under formal plans or free-standing arrangements.
The
Company recognized no stock-based compensation expense for the contractual purchase rights it issued, or for the Series C Preferred
Stock purchased on their exercise, because in each case the price paid equaled or exceeded the fair value of the underlying securities.
The Company did recognize consulting expense for Series C Preferred Stock issued as payment for services. In November 2025, the
Company issued Series C Preferred Stock valued at $
Stock-based awards are measured at fair value on the grant date and are expensed over the requisite service period, based on the estimated number of awards expected to vest.
Issuance of Stock or Contractual Purchase Rights
From time to time, the Company has issued stock to consultants, professional service providers, and other third parties as non-cash consideration for services rendered or in settlement of obligations. These issuances are measured at the fair value of the stock on the date of issuance and recorded either as stock-based compensation or as a gain or loss on extinguishment, as appropriate. Management applies judgment in determining fair value, particularly when shares are issued in private or illiquid markets.
20
In addition, the Company periodically grants certain consultants and other counterparties the right to purchase shares of stock under bespoke, non-standardized arrangements that function similarly to options. These “contractual purchase rights” are typically issued in connection with consulting agreements and entitle the holder to purchase shares at a fixed exercise price, generally set at the low trading price or the closing trading price on the date of the grant, taking into account the applicable conversion ratio of the securities being granted into the Company’s common stock. In the general case, the Company requires an upfront payment (“option premium”) from the consultant for being granted the right to purchase the shares; such proceeds are recorded as an addition to Additional Paid-In Capital (APIC). These rights generally have a fixed term and are not subject to vesting. The fair value of any such rights granted is assessed on the date of issuance and recognized as stock-based compensation expense over the related service period.
Disclosure of Proceeds from Contractual Purchase Rights
In the event that any proceeds were received during the reporting period from the sale or issuance of contractual purchase rights described above, such transactions are disclosed in Part II, Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds of this Report.
(16) Commitments and Contingencies
The Company evaluates its commitments and contingencies in accordance with ASC 450, Contingencies. A liability is recognized for any contingent loss that is probable and reasonably estimable. If a loss is reasonably possible but not probable or cannot be reasonably estimated, the Company discloses the nature of the contingency and an estimate of the possible loss, or a statement that such an estimate cannot be made.
The Company may, from time to time, be subject to claims, legal proceedings, and regulatory matters arising in the ordinary course of business. As of the reporting date, the Company is not a party to any material legal proceedings, and management is not aware of any claims or actions pending or threatened that are expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
(17) Fair Value Measurements (ASC 820)
Fair Value of Financial Instruments
The Company evaluates and discloses the fair value of its financial instruments in accordance with ASC 820, Fair Value Measurement and ASC 825, Financial Instruments (formerly SFAS No. 107). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This definition emphasizes the use of observable market inputs and prioritizes them in a three-level fair value hierarchy:
| ● | Level 1: Quoted prices in active markets for identical assets or liabilities. |
| ● | Level 2: Observable inputs other than quoted prices included within Level 1. |
| ● | Level 3: Unobservable inputs reflecting the Company’s own assumptions. |
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short-term nature.
21
Investments in Marketable Securities
As
of the reporting date, the Company held marketable equity securities that are classified as trading securities and carried at
fair value. These securities are marked to market at each reporting date, with unrealized gains and losses recognized in Other
Income (Expense) in the Statement of Operations. The fair value of these securities is determined using quoted market prices in
active markets for identical securities and, accordingly, they are classified as Level 1 assets within the fair value hierarchy
established by ASC 820. To the extent any securities are subject to transfer restrictions, the Company evaluates whether such
restrictions affect the applicable fair value hierarchy classification. As of the reporting date, the fair value of these securities
was $
Cash and Cash Equivalents
For the purposes of the Statements of Cash Flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
(18) Legal Proceedings / Litigation Reserves
As
of the reporting date, the Company is not a party to any legal proceedings that are expected to have a material effect on its
financial condition, results of operations, or cash flows. In accordance with ASC 450, Contingencies, the Company evaluates
potential legal exposures on a quarterly basis. As of the reporting date,
(19) Related Party Transactions (ASC 850)
The Company engages in transactions with related parties in the ordinary course of business, including financing arrangements, consulting services, equity transactions, and other business activities involving entities and individuals affiliated with the Company’s management and significant shareholders.
The
Company engages MIS Consulting, Inc., an entity controlled by the Company’s Chief Executive Officer, to provide management
and consulting services. During the reporting period, consulting fees paid or accrued to MIS Consulting, Inc. totaled approximately
$
The
Company also engages Abstract Concepts 1618 LLC, an affiliate of a significant shareholder of the Company, to provide consulting
services. During the reporting period, consulting fees paid or accrued to Abstract Concepts 1618 LLC and its affiliates totaled
approximately $
The Company also engages with other entities owned, controlled, or otherwise affiliated with Abstract Concepts 1618 LLC.
On
September 30, 2026, the Company completed an integrated, non-cash transaction with Abstract Concepts 1618 LLC, Abstract Holdings
1618 LLC and Commodity Capital Advisors LLC (“Commodity Capital”), entities controlled or managed by Lloyd B. Hendricks
III, a significant shareholder of and consultant to the Company. In the transaction: (i) the Company repurchased
22
In
connection with the transaction, the aggregate sinking-fund obligation applicable to the Series NMC Preferred Stock held by Abstract
Holdings 1618 LLC was capped at $
During
the reporting period, the Company had borrowing arrangements with three related parties. Because the Company does not maintain
corporate credit cards, the Company’s Chief Executive Officer regularly uses personal credit facilities to pay routine business
expenses on behalf of the Company, and the Company reimburses those amounts in the ordinary course of business. Borrowings under
the revolving line of credit with MIS Consulting, Inc., an entity controlled by the Chief Executive Officer, increased from approximately
$
During
the reporting period, the Company engaged in numerous transactions with related parties arising from consulting services and other
business arrangements. Certain related parties exercised contractual purchase rights (bespoke options) that they already held,
at their stated exercise prices, paying either in cash or by applying consulting fees and other amounts that had accrued and were
owed to them by the Company at the time of exercise. As of September 30, 2026, net amounts due to related parties were approximately
$
Under
a resolution adopted by the Board of Directors on January 1, 2026, persons who provide authorized services to the Company may
be reimbursed for reasonable, documented financing costs directly attributable to the Company’s delayed payment of amounts
owed to them, subject to review and approval. As of September 30, 2026, certain of these costs had been settled, and the Company
had accrued approximately $
The Company’s Chief Executive Officer has provided a personal guarantee in connection with certain of the Company’s obligations with its financial institutions. No compensation is paid to the Chief Executive Officer in connection with his personal guarantee of the Company’s bank facility.
The Company has entered into various transactions with related parties. Because of these relationships, such transactions may not be comparable to those that would have been entered into with unrelated third parties. Material related-party transactions are reviewed by the Company’s Board of Directors and are approved or, where appropriate, subsequently ratified.
(20) Subsequent Events (ASC 855)
The Company has evaluated events subsequent to the date of these financial statements in accordance with ASC 855, Subsequent Events.
23
On October 1, 2026, Peeples Inc. accepted the terms of the Arizona State Land Department’s September 29, 2026 letter deferring the 2023 through 2026 minimum annual guarantee payments under the Skull Valley mineral lease to May 1, 2028, as described in Note 11.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company’s financial condition and results of operations for the reporting period.
Overview
The Company is a resource development company focused on mineral recovery, strategic asset monetization, and related capital markets initiatives. The Company remains in the development stage of its current business initiatives and continues to evaluate and advance potential revenue-generating activities, including mineral recovery operations and related transactions involving precious metals.
During the reporting period, management continued to focus on regulatory matters, capital structure management, and the advancement of its mineral-related business initiatives. These activities included completion of the Company’s registration under the Securities Exchange Act of 1934 through the effectiveness of its Form 10 registration statement, the refresh, through its sponsoring broker-dealer, Alpine Securities Corporation, of the Company’s previously filed Rule 15c2-11 application with FINRA, ongoing regulatory and compliance initiatives, preparation for the Phase 2 verification and analytical program at the Skull Valley project and the deferral by the Arizona State Land Department of the back-assessed minimum annual guarantee payments under the Skull Valley lease, the integrated transaction with Abstract completed on September 30, 2026, and the evaluation and development of potential strategic partnerships intended to support future operational activities. The integrated transaction with Abstract reduced the number of shares of common stock potentially issuable upon conversion of the Company’s preferred stock by approximately 2.0 billion, bringing all potential issuances within the Company’s authorized common stock, and the Restated Certificate of Formation submitted to the Texas Secretary of State will, upon effectiveness, authorize the shares of Series D and Series NMC Preferred Stock issuable in that transaction.
The Company
MineralRite Corporation is a Texas-based mineral asset development, mine management, and resource monetization company focused on the acquisition, evaluation, development, and monetization of mineral assets, with particular emphasis on previously processed mine tailings, above-ground mineralized materials, and related resource recovery opportunities.
Management’s strategy is to identify mineral assets that may be advanced through technical evaluation, regulatory compliance, operational planning, and strategic development activities, and ultimately monetized through production, project-level financing, joint ventures, strategic transactions, royalty arrangements, or other commercialization opportunities.
Unlike many traditional greenfield exploration projects that require extensive exploration programs, infrastructure development, and long permitting timelines before potential production can occur, the Company’s principal focus is directed toward previously processed materials and projects where certain infrastructure, processing, or development activities have already occurred.
The Company’s Common Stock is quoted on the OTCID tier operated by OTC Markets Group Inc. under the symbol “RITE.” The Company is a fully reporting issuer under the Securities Exchange Act of 1934 and currently qualifies as both a Smaller Reporting Company and an Emerging Growth Company under applicable SEC rules.
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Change in Control and Corporate Transition
Since the change in control that occurred in October 2023, management has undertaken substantial efforts to restore reporting compliance, complete audited financial statements, resolve legacy corporate and regulatory matters, modernize the Company’s reporting systems and controls, and reposition the Company toward a mineral asset development and resource recovery business model.
Management has implemented reporting and compliance infrastructure; filed and completed a substantial FINRA corporate action relating to the Company’s capital structure and public market status; resolved various historical corporate and regulatory matters, including the revocation of historical cease trade restrictions in Alberta; cleaned up and strengthened the Company’s balance sheet and capital structure through the elimination of certain historical balances, recovery of previously issued shares, and other corrective actions intended to improve financial reporting and corporate governance; completed strategic acquisitions; restored audited financial reporting; obtained penny stock exempt status under applicable regulations; completed the registration of the Company under the Securities Exchange Act of 1934 through the effectiveness of its Form 10 registration statement; and advanced the Company’s mineral asset and related business initiatives.
Specific Highlights and Developments – Third Quarter 2026 and Year-to-Date 2026
During the current quarter and the year-to-date reporting period of 2026, the Company achieved several important milestones that furthered its strategic, regulatory, and operational objectives:
| 1. | SEC Form 10 Filing Progress |
The Company completed the registration of its securities under the Securities Exchange Act of 1934 through the effectiveness of its registration statement on Form 10. During the year-to-date reporting period, the Company worked with the Securities and Exchange Commission to complete the Staff review process. As part of that process, the Company completed a comprehensive review of certain historical accounting and financial reporting matters and filed amendments to previously issued periodic reports reflecting revised accounting treatment and enhanced disclosures. The registration statement became effective on June 29, 2026. The Company received confirmation of that effectiveness in July 2026.
| 2. | Skull Valley, Arizona Lease Activities |
The Company’s Skull Valley, Arizona lease with the Arizona State Land Department was renewed in January 2026. In a report dated June 19, 2026, following the site visits and initial sampling completed earlier in the year, the Company’s Qualified Person (“Qualified Person”), being an individual who meets the requirements of a qualified person as defined in Regulation S-K Subpart 1300, recommended that the Company proceed with Phase 2 of the evaluation program, as the Company announced on June 25, 2026. No site work was performed during the quarter. Instead, the Company and the Qualified Person planned the Phase 2 drilling and sampling program through a series of telephone, video and email discussions, and the Qualified Person ordered supplies and coordinated scheduling with the drilling contractor and analytical laboratories. To preserve the independence of his work, the Qualified Person selects and directs the drilling contractors and analytical laboratories used in the program. The program, originally planned for October 2026, was delayed by the Qualified Person’s temporary unavailability and is now scheduled to begin in mid-November 2026, with completion expected in early December 2026. At the end of the quarter, the Arizona State Land Department agreed to defer the 2023 through 2026 minimum annual guarantee payments, totaling $96,000, to May 1, 2028; the Company accepted those terms on October 1, 2026. These payments were capitalized as mineral property costs as of September 30, 2026 (see Note 11).
| 3. | FINRA Rule 15c2-11 Application Status |
Following the effectiveness of the Company’s registration statement on Form 10, the Company completed and submitted the documentation requested by its sponsoring broker-dealer in connection with the FINRA Rule 15c2-11 review process. Management believes the issues previously identified regarding the Company’s reporting status have been addressed. However, the timing and outcome of the FINRA review process remain subject to FINRA’s review and approval, and no assurance can be given as to the timing or outcome of that process.
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| 4. | Capital Formation Activities |
The Company continued to evaluate multiple financing alternatives during the period to support advancement of the Skull Valley project, working capital, and other corporate initiatives. Management is engaged in discussions with prospective broker-dealers, institutional and other professional investors, and financing sources regarding potential capital-raising transactions. Financing structures under evaluation include both public and private alternatives. Management intends to pursue the financing structure that it believes best supports the Company’s long-term objectives while taking into consideration ongoing regulatory initiatives and prevailing market conditions.
| 5. | Strategic Business Development Activities |
The Company continued to pursue a variety of strategic business development initiatives during the reporting period. These activities included discussions regarding potential joint ventures, strategic partnerships, acquisitions, financing opportunities, processing arrangements, and feasibility evaluations related to the Company’s existing assets and prospective projects. During the period, the Company also initiated third-party technical and commercial evaluations of certain opportunities to assist management in assessing their development potential. These initiatives remain at various stages of evaluation, and no assurance can be given that any will result in definitive agreements or completed transactions.
| 6. | Capital Formation and Advisor Commitment |
During the reporting period, the Company received funding through the exercise of contractual purchase rights by certain consultants and advisors, who acquired Series C Convertible Preferred Shares. These investments reflect continued financial support from individuals familiar with the Company’s operations and demonstrate alignment with the Company’s long-term objectives and the interests of its shareholders. During the quarter ended September 30, 2026, consultants and advisors exercised contractual purchase rights for 154 shares of Series C Convertible Preferred Stock, providing approximately $49,200 in cash.
| 7. | Share Reclamations |
The Company continued its share reclamation initiative, focused on addressing legacy issuances and reducing historical dilution. During the year-to-date period, 45 shares of Series C Convertible Preferred Stock were voluntarily surrendered by a holder and cancelled by the Company, eliminating the potential issuance of 18,000,000 shares of common stock associated with those specific securities. The cancellation was recorded as a reduction of Series C Convertible Preferred Stock, and the associated consulting expense of approximately $19,800 was reversed. Separately, during the same period, 45 shares of Series C Convertible Preferred Stock held by the same holder were converted into 18,000,000 shares of common stock. In a separate transaction, an additional 50 shares of Series C Convertible Preferred Stock were converted into 20,000,000 shares of common stock. The Company continues to pursue the reclamation of additional legacy securities, certain of which remain subject to legal and administrative processes.
As previously reported, the Company has reclaimed approximately 296 million shares of common stock, consisting of issued shares and shares reserved for issuance. The underlying transactions have been completed. Formal cancellation by the Company’s transfer agent remains pending the completion of additional documentation requested by the transfer agent; until that cancellation is completed, the issued shares remain included in the Company’s shares outstanding.
| 8. | Evaluation of Environmental and Sustainability-Related Opportunities |
During the reporting period, the Company received a third-party pre-feasibility analysis evaluating the potential application of environmental credit programs to certain of the Company’s planned mineral recovery and reclamation activities. The analysis identified the potential for environmental-credit opportunities associated with the Skull Valley project and recommended that additional technical, regulatory, and commercial evaluation be undertaken before proceeding with project development. Management continues to evaluate these opportunities in conjunction with the Company’s broader project development strategy. There can be no assurance that any environmental credits will ultimately be available, that applicable methodologies will be determined to be suitable, or that such initiatives will be economically viable.
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| 9. | Privately Negotiated Transfer of Series NMC Preferred Stock |
During the second quarter of 2026, the Company was advised of a privately negotiated transfer of 6,900,000 shares of its Series NMC Preferred Stock (carrying an aggregate of 3,450,000,000 votes) and the associated warrants between existing securityholders. The Company was not a party to the transaction, issued no securities, and received no proceeds. Concurrently, the acquiring securityholder entered into a governance agreement with the Company designed to ensure that the transaction would not result in a change in voting control of the Company. Additional information regarding the transaction and related governance agreement is contained in the Company’s Form 8-K filed on May 7, 2026.
| 10. | Integrated Transaction with Abstract (September 30, 2026) |
On September 30, 2026, the Company completed an integrated, non-cash transaction with Abstract and Commodity Capital, affiliated entities controlled or managed by Lloyd B. Hendricks III. The Company repurchased 3,919,388 shares of Series NMC Preferred Stock at the accreted sinking-fund repurchase price of approximately $27.23 per share, eliminating approximately 1.96 billion shares of potential common stock dilution, and the aggregate sinking-fund obligation on the Series NMC Preferred Stock held by Abstract was permanently capped at $269,049,058.76. At the capped amount, continued accretion at 5% per year would otherwise have increased that obligation by approximately $13.5 million over the following year. In the same transaction, Abstract and Commodity Capital reacquired two fixed, terminating royalty interests that the Company had accepted as consideration for Series D Preferred Stock and exercised previously outstanding warrants to purchase 53,500 shares of Series D Preferred Stock and 6,900,000 shares of Series NMC Preferred Stock, which will be issued upon effectiveness of the Company’s Restated Certificate of Formation. The $27.23 repurchase price and the $15.00 Series NMC warrant exercise price are both pre-existing contractual terms: the repurchase price is the sinking-fund price as accreted since the December 2024 acquisition, and the exercise price is that of the warrants issued in that acquisition, so the 6,900,000 shares issuable on exercise represent potential dilution that already existed. The repurchase price was paid with a promissory note that was fully applied against the royalty and warrant consideration, and no cash was exchanged. The Company recognized a gain of $507,442 on the disposition of the fixed, terminating royalty interests. Following the transaction, Mr. Hendricks and his affiliates beneficially owned approximately 48.5% of the Company’s fully diluted common-equivalent capitalization, while their voting power remains contractually limited to 45% under the Shareholder Control Limitation and Standstill Agreement dated May 7, 2026. See Note 19.
Collectively, these activities reflect management’s continued efforts to strengthen the Company’s regulatory and financial reporting foundation, advance the development of its principal mineral assets, simplify its capital structure, and pursue strategic financing and business development opportunities. These initiatives represent significant areas of management focus during the reporting period and are intended to support the Company’s long-term business objectives.
Results of Operations
The Company generated no operating revenue during either the current quarterly reporting period or the current year-to-date reporting period, nor during the comparable periods in the prior year, as management continued to focus on regulatory initiatives, project evaluation activities, and corporate development.
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During the current quarterly reporting period, the Company reported net income of $358,577, compared to net income of $24,588 during the comparable quarterly period in the prior year. Operating expenses increased to $140,159 from $75,272, primarily due to higher legal and professional fees ($94,300 compared to $45,600, including $26,800 for the final two months of a consulting engagement previously paid in stock and carried as a prepaid expense), office and insurance expenses ($35,122 compared to $13,503), reflecting expanded insurance coverage required under the Company’s Skull Valley mineral lease with the Arizona State Land Department, and project development costs ($3,400 compared to none). Results for the current quarter also include the $507,442 gain on the disposition of fixed, terminating royalty interests described in Note 19, interest expense of $6,006, and an unrealized loss on investments of $2,700. The prior-year quarter included non-operating income of $117,500 and an unrealized loss on investments of $17,640.
During the current year-to-date reporting period, the Company reported net income of $4,804, compared to a net loss of $125,548 during the comparable year-to-date reporting period in the prior year. Operating expenses increased to $464,068 from $235,908, primarily due to higher legal and professional fees ($289,900 compared to $136,800), office and insurance expenses ($90,173 compared to $41,131), reflecting expanded insurance coverage required under the Company’s Skull Valley mineral lease with the Arizona State Land Department, and project development costs ($36,971 compared to none). The current year-to-date period also includes the $507,442 gain on the disposition of fixed, terminating royalty interests, interest expense of $8,195, and unrealized losses on investments of $30,375.
Management expects operating expenses to remain elevated as the Company continues to advance its mineral asset development activities, pursue strategic financing and business development opportunities, satisfy its ongoing public company reporting obligations, and expand operational capabilities.
Liquidity and Capital Resources
As of September 30, 2026, the Company had cash and cash equivalents of $7,617, compared to $11,617 as of December 31, 2025.
The Company continues to have working capital constraints and limited operating cash flow. The Company holds previously processed mine tailings and related mineral interests, which are not currently generating revenue. As of September 30, 2026, the Company had approximately $5.3 million in total liabilities, of which approximately $5.1 million was classified as current. Substantially all of these liabilities were assumed in connection with the Company’s acquisition of the Peeples Inc. and California Precious Metals LLC subsidiaries and are not the result of the Company’s current operating activities. Since the acquisition, the Company has reduced a portion of these obligations; the Company has received no demand for their payment; and the Company intends to pay these liabilities as its financial resources permit. These assumed liabilities are classified as current because, although the Company has an informal understanding with the creditors regarding the timing of payment, there is no formal agreement deferring payment beyond twelve months. In addition, cumulative undeclared and unpaid dividends on the Company’s Series A Preferred Stock totaled approximately $128,025 as of September 30, 2026. Accordingly, the Company remains dependent upon external financing to support operations, advance its mineral asset development activities, and execute its business strategy.
The Company anticipates the need for additional funding to support ongoing operations and the advancement of its mineral asset development activities. Additional capital will likely be required to fully implement the Company’s business plan and achieve its long-term business objectives. Management continues to evaluate multiple financing alternatives, including equity and debt financing, strategic partnerships, and other capital-raising opportunities.
Based on the Company’s current operating cost structure, existing cash resources are not sufficient to fund planned operations for the next twelve months without additional financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. However, the Company expects to receive additional capital from the exercise of outstanding contractual purchase rights and continues to evaluate additional financing alternatives, which may mitigate a portion of these conditions. There can be no assurance as to the timing or amount of any such funding.
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In addition, the Company is evaluating potential environmental and sustainability-related attributes associated with its mineral recovery and remediation activities, including the potential for carbon or other environmental credits. While these initiatives may provide an additional source of value in the future, they remain in the evaluation stage and are subject to further technical analysis and applicable regulatory frameworks.
Outlook
The Company’s near-term focus will be on advancing the evaluation and potential development of its Skull Valley project, including continued technical analysis and assessment of previously processed tailings, beginning with the Phase 2 drilling and sampling program scheduled for mid-November 2026. In parallel, the Company intends to continue pursuing strategic partnerships and joint venture arrangements that may support the development and monetization of its mineral assets. Management intends to evaluate multiple commercialization pathways, including strategic partnerships, joint ventures, royalty arrangements, project-level financing, contractor-led recovery arrangements, asset sales, and direct production, depending upon technical findings, available capital, and market conditions.
The Company will also continue to evaluate potential financing alternatives to support its operational and development activities, while maintaining a focus on capital structure management and shareholder alignment.
In addition, the Company expects to continue evaluating environmental and sustainability-related opportunities associated with its mineral recovery and remediation activities, including the potential for carbon or other environmental credits. These initiatives remain in the early stages of evaluation.
Management believes that the combination of its mineral asset base, ongoing evaluation activities, and strategic initiatives may position the Company for future development. However, there can be no assurance as to the timing or success of these efforts. Management does not necessarily intend to advance every project through full-scale commercial production and may seek to realize value through one or more strategic transactions at various stages of project development, depending upon technical findings, market conditions, and available financing.
Summary of Third Quarter and Year-to-Date 2026 Results
| ● | The Company reported no operating revenues during the current quarterly reporting period or the current year-to-date reporting period. |
| ● | The Company reported net income of $358,577 during the current quarterly reporting period and $4,804 during the current year-to-date reporting period, each including a $507,442 gain on the disposition of fixed, terminating royalty interests. Net income (loss) attributable to common stockholders differs from net income due to the deduction of accrued dividends on the Company’s cumulative preferred stock and, for 2026, the $8,740,242 excess of the Series NMC Preferred Stock repurchase price over its carrying amount. |
| ● | Operating expenses consisted primarily of project development costs, legal and professional fees, insurance costs, office expenses, business promotion activities, and general corporate expenses. |
| ● | The Company continued to advance regulatory, capital structure, business development, financing, and project evaluation activities during the period. |
| ● | The Company’s cash balance as of September 30, 2026, was $7,617. |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable to smaller reporting companies.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of September 30, 2026. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of such date. This conclusion has not changed from that reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and remains due to the previously reported material weakness in internal control over financial reporting related to the accounting for non-routine and complex transactions, as evidenced by the Company’s amendments to its previously filed Annual Report on Form 10-K for the year ended December 31, 2025, and Quarterly Report on Form 10-Q for the period ended March 31, 2026, which corrected the accounting classification and valuation of the Peeples acquisition. During the quarter, the Company also identified and revised the presentation of certain non-cash transactions in its statement of cash flows for the six months ended June 30, 2026, as described in Note 2. The Company is implementing remedial measures to address this material weakness, including enhanced review procedures for non-routine and complex accounting transactions and the engagement of additional accounting resources.
Changes in Internal Control over Financial Reporting
During the quarter ended September 30, 2026, as part of its remediation of the material weakness described above, the Company began using artificial intelligence-based tools to assist management in its day-to-day accounting and in the preparation and review of its periodic reports. Subsequent to September 30, 2026, the Company expanded that use to include the reconciliation of equity issuances to bank and shareholder records and the review of the classification of items in the statement of cash flows. Management remains responsible for all accounting determinations. Other than these remedial measures, there were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In August 2026, the Arizona State Land Department issued a Notice of Default and Right to Cure (Default No. D-020-2026/2027) to Peeples Inc., the Company’s wholly owned subsidiary, under the Skull Valley mineral lease, concerning minimum annual guarantee payments that were the subject of a request for relief the Company had submitted in February 2026. The Company disputed the notice. The Department authorized an order quashing the notice and, by letter dated September 29, 2026, in response to the Company’s request, found reasonable cause and agreed to defer the payments at issue to May 1, 2028. See Note 11 to the financial statements. Other than this matter, the Company is not presently involved in any legal proceedings.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in the Company’s registration statement on Form 10, as declared effective on June 29, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company issued the following securities during the reporting period that were not registered under the Securities Act of 1933, as amended.
The securities described below were issued in reliance upon exemptions from the registration requirements of the Securities Act, as indicated in each section.
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The Company acts as its own transfer agent for all securities other than its common stock and maintains those positions in book-entry form. In the event that certificates are requested, the Company affixes the appropriate legend to the certificates in the course of their issuance.
Each of the recipients of the securities in the transactions described below either received or had adequate access to information about the Company through their relationship with the Company, through the Company’s public filings, through documentation requested of and supplied by the Company pursuant to an executed Non-Disclosure Agreement and/or through discussions with the Company.
During the quarter and year-to-date period ended September 30, 2026, the Company issued the following securities that were not registered under the Securities Act of 1933:
Series C Preferred Stock - Quarter Ended September 30, 2026
During the quarter ended September 30, 2026, consultants and advisors exercised previously issued contractual purchase rights (bespoke options) to acquire an aggregate of 154 shares of Series C Convertible Preferred Stock at an aggregate exercise price of approximately $50,040. Approximately $49,200 of the exercise price was paid in cash, and $840 was paid by applying amounts the Company owed to two of the holders.
During the quarter ended September 30, 2026, the Company issued 10 contractual purchase rights (bespoke options), without a premium, to a new independent contractor advisor, as an initial issuance under an advisory agreement that is being finalized. The rights were issued on September 30, 2026 and are exercisable at $480.00 per share of Series C Convertible Preferred Stock through September 29, 2027. In addition, on September 21, 2026, upon a consultant’s exercise of all 125 contractual purchase rights originally issued to it, 125 additional contractual purchase rights became exercisable as an extension of that consultant’s existing agreement, at $480.00 per share of Series C Convertible Preferred Stock through March 15, 2028, with no additional premium.
The securities described above were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions not involving a public offering, to consultants and advisors with whom the Company had a pre-existing substantive relationship. No general solicitation was made, and the securities were issued as restricted securities. No Form D filing was required.
Series D and Series NMC Preferred Stock - Quarter Ended September 30, 2026
On September 30, 2026, Abstract Concepts 1618 LLC and Commodity Capital Advisors LLC irrevocably exercised warrants to purchase 47,600 and 5,900 shares, respectively, of Series D Convertible Preferred Stock at an exercise price of $25.00 per share, and Abstract Holdings 1618 LLC irrevocably exercised warrants to purchase 6,900,000 shares of Series NMC Convertible Preferred Stock at an exercise price of $15.00 per share. The aggregate exercise price of $104,837,500 was satisfied through the application of a promissory note issued by the Company in the same transaction, and the Company received no cash proceeds. The Company will issue the 53,500 shares of Series D Preferred Stock and 6,900,000 shares of Series NMC Preferred Stock upon the effectiveness of its Restated Certificate of Formation, when the shares are duly authorized and available for issuance. See Notes 14 and 19.
These securities are being issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering. The holders that exercised the warrants are existing security holders of the Company under common management and are accredited investors; no general solicitation was made, and the securities will be issued as restricted securities.
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Series C Preferred Stock - Year-to-Date Period Ended September 30, 2026
During the year-to-date period ended September 30, 2026, outstanding Series C Convertible Preferred Stock increased from 9,404 shares ($828,585) to 10,691 shares ($1,068,360). Consultants, advisors and an affiliate of a consultant exercised previously issued contractual purchase rights (bespoke options) to acquire 1,427 shares at an aggregate exercise price of approximately $285,375; approximately $209,775 of that amount was paid in cash, and $75,600 was paid by applying accrued consulting fees, invoice amounts and loans that the Company owed to the holders. The Company also negotiated the return and cancellation of 45 shares previously issued for consulting services and reversed the related $19,800 of consulting expense. Net of that cancellation, Series C stock sales for the period were 1,382 shares and approximately $265,575, the amount shown in the statement of stockholders’ equity. In addition, holders converted 95 shares, carried at approximately $25,800, into approximately 38,000,000 shares of common stock. The portion of the exercise price paid by applying amounts owed and the cancellation were non-cash transactions and are disclosed in the supplemental schedule to the statement of cash flows; the conversions also involved no cash.
During the year-to-date period ended September 30, 2026, the Company issued 135 new contractual purchase rights (bespoke options) to consultants and advisors: 125 on March 16, 2026, for aggregate premiums of approximately $500, and 10 on September 30, 2026, without a premium. In addition, under existing consulting agreements for which the related premiums had been paid in prior periods, 390 contractual purchase rights were issued as continuations and extensions of previously issued rights during the six months ended June 30, 2026, as reported in the Company’s Quarterly Report on Form 10-Q for that period, and 125 additional contractual purchase rights became exercisable on September 21, 2026 as an extension of an existing consultant agreement, as described above. The exercise prices of the newly issued rights were set at or above the fair value of the underlying securities on the date of grant; accordingly, no stock-based compensation expense was recognized.
On April 28, 2026, the Company agreed with a consultant to extend the expiration date of previously issued contractual purchase rights (bespoke options) to purchase 33 shares of Series C Convertible Preferred Stock from May 7, 2026 to November 7, 2026, in exchange for an extension payment of $960 to be paid on or before the extended expiration date. This extension was inadvertently omitted from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026; the Company identified the omission during its review for the quarter ended September 30, 2026 and is reporting it here.
The securities described above were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions not involving a public offering, to consultants, advisors and an affiliate of a consultant with whom the Company had a pre-existing substantive relationship. No general solicitation was made, and the securities were issued as restricted securities.
Cash proceeds from the Series C issuances described above were deposited into the Company’s operating account and used for working capital purposes.
No underwriters or placement agents were involved in any of the above transactions, and no commissions were paid.
Item 3. Defaults Upon Senior Securities
None – the Company did not default on any securities.
Item 4. Mine Safety Disclosures
Not applicable. The Company does not currently operate any mine or conduct any mining operations subject to the Federal Mine Safety and Health Act of 1977 (“Mine Act”). The Company will evaluate the applicability of the Mine Act as it advances site activities at its mineral properties.
Item 5. Other Information
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Item 6. Exhibits
| ● | 10.1 Series NMC Preferred Stock Repurchase, Note and Sinking-Fund Agreement, dated September 30, 2026, by and between MineralRite Corporation and Abstract Concepts 1618 LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 2, 2026) |
| ● | 10.2 Promissory Note, dated September 30, 2026, issued by MineralRite Corporation to Abstract Concepts 1618 LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 2, 2026) |
| ● | 10.3 Authorization to Exercise Option to Repurchase and Consent, dated September 30, 2026, by Commodity Capital Advisors LLC, Abstract Concepts 1618 LLC, and MineralRite Corporation (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 2, 2026) |
| ● | 10.4 Royalty Repurchase, Warrant Exercise and Note Satisfaction Agreement, dated September 30, 2026, by and between MineralRite Corporation and Abstract Concepts 1618 LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 2, 2026) |
| ● | 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
| ● | 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
| ● | 32.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act |
| ● | 32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act |
| ● | 101.INS Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
| ● | 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents |
| ● | 104 Cover page formatted as Inline XBRL and contained in Exhibit 101 |
*Furnished, not filed
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MINERALRITE CORPORATION
| By: | /s/ James Burgauer |
Name: James Burgauer
Title: President, Chief Executive Officer and Chief Financial Officer
Date: November 1, 2026
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