[10-Q] MINERALRITE Corp Quarterly Earnings Report
MineralRite Corporation (RITE) reported Q3 2025 results showing no operating revenue and net income of $24,588, driven by non‑operating items including a gain on extinguishment of legacy debt. Year‑to‑date, the company recorded a net loss of $125,548.
On the balance sheet, cash was $13,475, current liabilities were $5,019,207, and stockholders’ equity totaled $427,275,682. Assets include $432,019,558 assigned to previously processed mine tailings from the Peeples acquisition; management notes this value reflects market and income approaches rather than mineral reserve estimates. The company reported 4,554,776,842 common shares outstanding as of September 30, 2025. Basic EPS for the quarter was $0.000005.
Management disclosed “substantial doubt” about the company’s ability to continue as a going concern due to ongoing operating losses, minimal cash, and the absence of revenue. The company continued to work toward SEC no‑comment status on its Form 10, FINRA quoting restoration, and agreements tied to its mineral projects while raising modest capital through preferred stock and option/warrant proceeds.
- None.
- Going concern risk: management states “substantial doubt” about the company’s ability to continue as a going concern due to losses, minimal cash ($13,475), and no revenue.
Insights
No revenue, thin cash, and a going‑concern warning anchor risk.
MineralRite posted Q3 net income of
Management cites “substantial doubt” about going concern, given continued operating losses and limited cash. The share count rose to
Items to track include progress toward SEC Form 10 no‑comment status and FINRA quoting, any updates to the Peeples lease, and future financing steps. The filing’s disclosures indicate reliance on external capital until operations begin to generate cash.
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.) | |
|
(Zip code) | |
(
| ||
| Securities registered pursuant to Section 12(g) of the Act | ||
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
| 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” 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 September 30, 2025, there were
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
| ● | Balance Sheets as of September 30, 2025, and December 31, 2024 |
| ● | Statements of Operations for the quarterly periods ending September 30, 2025, and September 30, 2024, and for the year-to-date periods ending September 30, 2025, and September 30, 2024 |
| ● | Statements of Cash Flows for the year-to-date periods ending September 30, 2025, and September 30, 2024 |
| ● | Statements of Stockholders’ Equity for the year-to-date periods ending September 30, 2025, and September 30, 2024 |
| ● | Notes to Financial Statements |
1
MineralRite Corp
Condensed Consolidated Balance Sheets
(Unaudited)
| For the Periods Ending | ||||||||
| 9/30/2025 | 12/31/2024 | |||||||
| 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 | $ | $ | - | |||||
| Prepaid services - long-term portion | - | - | ||||||
| Mineral assets | ||||||||
| Less: accumulated depletion | - | - | ||||||
| Total other assets | $ | $ | ||||||
| Total assets | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS' 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 | $ | |||||||
| Derivative liabilities | - | - | ||||||
| Total long-term liabilities | $ | $ | ||||||
| Total liabilities | $ | $ | ||||||
| STOCKHOLDER'S 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 stockholders' equity (deficit) | $ | $ | ||||||
| Total liabilities and stockholders' equity (deficit) | $ | $ | ||||||
See accompanying notes to consolidated financial statements
2
MineralRite Corp
Condensed Consolidated Statements of Operations
(Unaudited)
| For the Three Months Ending | For the Nine Months Ending | |||||||||||||||
| 9/30/2025 | 9/30/2024 | 9/30/2024 | 9/30/2024 | |||||||||||||
| 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) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
| Earnings per share | ( | ) | ( | ) | ||||||||||||
| Earnings per share (fully diluted) | ( | ) | ( | ) | ||||||||||||
See accompanying notes to consolidated financial statements.
3
MineralRite Corp
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| For the Nine Months Ending | ||||||||
| 9/30/2025 | 9/30/2024 | |||||||
| 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 | ( | ) | ( | ) | ||||
| Deferred income taxes | - | - | ||||||
| (Increase) decrease in accounts receivable | - | - | ||||||
| (Increase) decrease in inventory | - | - | ||||||
| Increase (decrease) in accounts payable | ( | ) | ( | ) | ||||
| Other adjustments, net | ( | ) | - | |||||
| Net cash provided by (used in) operating activities | $ | ( | ) | $ | ( | ) | ||
| Cash Flows from Investing Activities | ||||||||
| Purchases of property and equipment | $ | ( | ) | $ | ( | ) | ||
| Proceeds from sale of 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 | $ | $ | ||||||
See accompanying notes to consolidated financial statements
4
MineralRite Corp
Condensed Consolidated Statements of Changes in Shareholder Equity
Unaudited
| For the Nine Months Ending | ||||||||||||||||
| 9/30/2025 | 9/30/2024 | |||||||||||||||
| Shares | Dollars | Shares | Dollars | |||||||||||||
| Beginning Common Stock Amount | $ | $ | ||||||||||||||
| Common Stock Sales (Reclamation) for the Period | ( | ) | - | |||||||||||||
| 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 | $ | $ | ||||||||||||||
| Series C Stock Sales 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 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 Stock Sales for the Period | - | - | - | |||||||||||||
| Ending Series NMC Preferred Stock Amount | $ | - | $ | - | ||||||||||||
| Ending Total Stock Amount | $ | $ | ||||||||||||||
| Beginning Additional Paid-in-capital | $ | $ | - | |||||||||||||
| Excess from Series NMC (Fair Value over Par) | - | - | ||||||||||||||
| 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 Stockholders' Equity (Deficit) | $ | $ | ||||||||||||||
The accompanying notes are an integral part of these financial statements
5
MineralRite Corporation and Subsidiaries
Notes to Financial Statements
September 30, 2025
(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 “34 Act”) upon the effectiveness of its Form 10 registration statement filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2025.
The Company was originally incorporated in Nevada in 1996 and underwent numerous name changes and business transitions over the years. In 2021, MineralRite completed a reorganization merger, formally changing its state of incorporation from Nevada to Texas. That reorganization was structured as an F Reorganization under the Internal Revenue Code and resulted in the Nevada entity merging into a Texas entity which retained the MineralRite name and assumed all operations.
Following the reorganization and the further engagement of new management resulting from a change in control in the third quarter of 2023, the Company focused its efforts on resolving outstanding legal, regulatory, and financial matters, including updating jurisdictional filings, addressing FINRA compliance obligations, pursuing the revocation of a Cease Trade Order that had been issued by the Alberta Securities Commission in 2013, and becoming fully reporting under the Securities Exchange Act of 1934.
In October 2023, control of the Company changed hands when its current president acquired a controlling interest. Since that time, the Company has undergone significant organizational development, including:
| ● | Launching a comprehensive financial and legal clean-up effort; |
| ● | Acquiring the intellectual property of a former subsidiary that specialized in precious metals equipment; |
| ● | Registering the Company as a Crafted Precious Metals Dealer with the State of Texas; |
| ● | Establishing compliance protocols for anti-money laundering (AML), know-your-customer (KYC), and other federal and state requirements; |
| ● | Opening accounts with multiple refineries to facilitate the sourcing, refining, and resale of precious metals; |
| ● | Laying the groundwork for launching matched purchase and sale transactions involving precious metals as part of the Company’s future revenue model; |
| ● | Completing PCAOB audits for the fiscal years 2022, 2023 and 2024; |
| ● | Completing a business combination involving the acquisition of two mineral-focused subsidiaries; and |
| ● | Filing and amending a Form 10 registration statement with the SEC to reestablish full reporting status; |
MineralRite’s core business capabilities now include:
| ● | Manufacture and sale of mineral recovery equipment |
| ● | Evaluation and potential development of mineral lease assets |
| ● | Recovery of precious metals from mine tailings and mining properties |
| ● | Matched purchases and sales of precious metals |
6
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 also 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 still holds two mineral leases without infrastructure or business plans and was accounted for as an asset acquisition. Peeples Inc. held and still holds one mineral lease, valuable mine tailings, detailed processing methodologies and workforce attributes, qualifying it as a business under ASC 805 and therefore was accounted for as a business combination.
The
Company assigned a fair value of $
Management adopted the conservative opinion that the leased mineral assets acquired in the transaction were not adequately supported by an SEC- or JORC-compliant technical report even though historical documents suggested that the properties contain substantial mineralization. Since the Company felt that these mineral assets were not sufficiently documented to meet the SEC’s Modernization of Property Disclosures for Mining Registrants (Release Nos. 33-10570; 34-84509), the Company has chosen to report these assets on its balance sheet at a value of zero ($0) until compliant technical documentation is obtained.
The Company also derecognized legacy obligations that were legally unenforceable due to statutes of limitations, reclaimed nearly 10 million shares of common stock, and completed several non-cash equity issuances to settle other legacy obligations and improve the Company’s financial condition.
The Company’s accompanying financial statements have been adjusted to reflect these changes.
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.
7
(2) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) 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 items, estimates, and accruals that affect the reported amounts.
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, derecognition of obligations, and the allocation of purchase price in business combinations.
Principles of Consolidation
The consolidated financial statements include the accounts of MineralRite Corporation and all of its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation in accordance with ASC 810, Consolidation.
Deferred Offering Costs
The Company capitalizes certain legal, accounting, and other third-party costs directly associated with ongoing or proposed securities offerings. These costs are classified as deferred offering costs on the balance sheet. Upon successful completion of the offering, these amounts are offset against the proceeds as a reduction to additional paid-in capital. If an offering is abandoned or withdrawn, the costs are expensed in the period that determination is made.
Revenue Recognition, Inventory, Fair Value, and Other Policies
Additional significant accounting policies related to revenue recognition, inventory valuation, share-based payments, fair value measurement, income taxes, business combinations, and mineral property classification are described in the corresponding footnotes throughout these financial statements.
(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, there were no new accounting pronouncements adopted that had 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.
8
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.
Management’s plans to address the uncertainty include:
| ● | Ongoing consultant- and investor-funded equity placements; |
| ● | Execution of revenue-generating initiatives; and |
| ● | Further cost controls and selective allocation of working capital to critical activities. |
Management believes that, with sufficient access to capital and successful execution of its strategy, the Company can mitigate the going concern risk over the next twelve months.
(5) Business Combinations
On December 31, 2024, the Company completed the acquisition of California Precious Metals LLC and Peeples, Inc. The Peeples acquisition was determined to constitute a business under ASC 805 and has been accounted for as a business combination. The California Precious Metals acquisition, which involved mineral leases without supporting infrastructure or business activity, was treated as an asset acquisition.
The
Company preliminarily assigned $
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 through the sale of minerals and the matched purchase and sale transactions involving precious metals. 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.
9
(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.
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 holds inventory primarily in the form of tailings and other precious metal recovery materials, which are classified as previously processed mine tailings (chattel).
The
Company assesses inventory value based on expected recovery rates, commodity pricing, and cost inputs. If any inventory is deemed
not recoverable or has insufficient supporting documentation to justify future economic benefit, it is recorded at a value of
$
(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, exploration, 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 fully depreciated or impaired certain assets that were no longer recoverable or for which no future economic benefit was expected.
10
(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.
| ● | Exploration and evaluation expenditures are capitalized if they relate to specific properties and management concludes that future economic benefits are probable. |
| ● | Development expenditures are capitalized once technical feasibility and commercial viability are demonstrable. |
Exploration expenditures (e.g., geologic surveys, sampling, exploratory drilling) are generally expensed as incurred. However, they are capitalized if tied to a specific property with demonstrated future economic potential.
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. As of the reporting date, no such events have occurred.
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; 34-84509), the Company will record those assets at a value of $0 until such time as a compliant technical report (e.g., SEC- or JORC-compliant) is obtained.
Business Combinations and Fair Value Allocation
Mineral interests acquired in a business combination are recorded at fair value as of the acquisition date, in accordance with ASC 805, even if the underlying assets are still in early exploration. Valuation techniques consider market-based and income-based approaches, rather than mineral reserve estimates.
In December 2024, the Company acquired California Precious Metals LLC and Peeples Inc., which together held three mineral properties and 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 accounted for as a business combination.
No goodwill was recognized in connection with these acquisitions.
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 mineral lease, 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 | $ | $ | $ | |||||||||
| Total | $ | 432,000,000 | $ | 0 | $ | |||||||
11
The table above reflects the acquisition-date fair value assigned to the mineral assets acquired through business combinations under ASC 805. These properties remain under evaluation, and no indicators of impairment have been identified as of the reporting date.
(11) Leases
As of the reporting date, the Company maintains two categories of lease arrangements:
| ● | Operating Leases, which are accounted for under ASC 842, Leases; and |
| ● | Mineral Leases, which are accounted for under the extractive activities model 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.
Mineral Leases
The Company holds certain mineral lease agreements through its wholly owned subsidiaries. These lease agreements provide rights to explore and develop mineral properties, and related payments are being capitalized as part of the cost of the respective mineral assets, in accordance with ASC 930-805 and ASC 360.
| ● | California Precious Metals, a wholly owned subsidiary, holds two mineral leases administered by the U.S. Bureau of Land Management (BLM). These leases are renewable annually. The original annual lease cost was estimated to be less than $5,000 per year; and the 2025 renewal cost for the leases, which was paid in August, actually cost the company only $3400. Due to the presence of known mineralization and the Company’s intent to evaluate and potentially develop the properties, related lease payments are capitalized as exploration costs. |
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| ● | Peeples, a wholly owned subsidiary, holds a long-term (20-year) mineral lease with the State of Arizona. As of the reporting date, the lease is in the final stages of being updated and re-execution. The original anticipated annual lease cost was estimated to be approximately $7,500; but it appears that the new lease, which is in the process of being finalized, has raised that figure to approximately $8,386. Upon finalization, future payments under this lease will likewise be capitalized as part of the Company’s mineral property asset base, as the lease covers land with known mineralization and is intended for development and production. |
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 subject to capitalization.
(12) Debt / Notes Payable
The
Company had four outstanding promissory notes with an aggregate principal balance of $
Based on advice of legal counsel, all four promissory notes are now time-barred from collection. Pursuant to the applicable statutes of limitation governing debt enforcement, and in the absence of any tolling agreements, waivers, or renewed creditor activity, management has concluded that these instruments are legally unenforceable as of the reporting date.
Consistent with the requirements of ASC 405-20-40-1(b), the Company derecognized the full outstanding balances of these liabilities in the third quarter of 2025. The corresponding gain on extinguishment was recognized in other income and disclosed in the Company’s Q3 financial statements.
The Company continues to monitor all known creditor claims and has consulted legal counsel and historical statutes of limitation in reaching this derecognition conclusion.
(13) Income Taxes
The Company accounts for income taxes according to the 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.
13
(14) Equity / Capital Stock / Earnings per 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
| 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 | $ | 25 | 60314D502 | ||||||||||||||||
| Preferred Series NMC | $ | 25 | 60314D601 | ||||||||||||||||
| Undesignated Preferred | N/A | Not yet designated | Not applicable | ||||||||||||||||
Note: 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 common shares at a fixed price and are described in Note 15 – Stock-Based Compensation. These rights are considered in fully diluted earnings per share calculations when applicable.
Net Income (Loss) for the Reporting Period
The
Company posted a net income of $
14
When calculating earnings per 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 is cumulative, accruing dividends at an annual rate of $
After
accounting for the $2,625 in accrued dividends reserved for the holders of the Company’s Series A Preferred Stock, the Company
reported Net Income Attributable to Common Stockholders of $
After
accounting for the $
Weighted Average Number of Share Calculations
Basic earnings per 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.
During the reporting periods, the Company issued shares of its common stock as follows:
Schedule of weighted average number of shares outstanding
| Date | Description | Shares Issued | Consideration Received / Purpose | Day Weighting | |||||||
| 01/01/2024 | SHARE BALANCE | ||||||||||
| 04/01/2024 | SHARE BALANCE | ||||||||||
| 06/17/2024 | Shares reclaimed | ( | ) | Pursuant to SEC -v Keener (1:20-cv-21254-BB) | |||||||
| 6/30/2024 | SHARE BALANCE | ||||||||||
| 9/30/2024 | SHARE BALANCE | ||||||||||
| 2024 YTD WEIGHTED AVERAGE | |||||||||||
| 2024 Q-3 WEIGHTED AVERAGE | |||||||||||
| 01/01/2025 | SHARE BALANCE | ||||||||||
| 04/01/2025 | SHARE BALANCE | ||||||||||
| 05/06/2025 | Issuance of common shares in exchange for CRTD shares | Investment in equity securities | |||||||||
| 06/19/2025 | Conversion of 4,000 Series D Preferred Shares | Non-cash conversion, per terms of Series D | |||||||||
| 6/30/2025 | SHARE BALANCE | ||||||||||
| 8/16/2025 | Conversion of 125 Series C Preferred Shares | Non-cash conversion, per terms of Series C | |||||||||
| 9/19/2025 | Conversion of 800 Series D Preferred Shares | Non-cash conversion, per terms of Series D | |||||||||
| 9/30/2025 | Conversion of 50 Series C Preferred Shares | Non-cash conversion, per terms of Series C | |||||||||
| 9/30/2025 | SHARE BALANCE | ||||||||||
| 2025 YTD WEIGHTED AVERAGE | |||||||||||
| 2025 Q-3 WEIGHTED AVERAGE | |||||||||||
15
Basic Earnings Per Share (EPS) Calculations
Current Quarterly Reporting Period (Q3 2025)
At
the beginning of the quarterly reporting period, the Company had 4,464,776,842 shares of common stock outstanding. As of the reporting
date, the Company had 4,554,776,842 shares of common stock outstanding. During the quarterly reporting period, the Company issued
Current Year-to-Date Reporting Period (YTD 2025)
At
the beginning of the year-to-date reporting period, the Company had 4,347,776,842 shares of common stock outstanding. As of the
reporting date, the Company had
Prior-Year Quarterly Reporting Period (Q3 2024)
At
the beginning of the quarterly reporting period one year ago, the Company had
Prior-Year Year-to-Date Reporting Period (YTD 2024)
At
the beginning of the year-to-date reporting period one year ago, the Company had
16
Fully Diluted Earnings Per Share (EPS) Calculations
To calculate fully diluted earnings per share, the Company uses the If-Converted Method for convertible instruments and the Treasury Stock Method for options, warrants and similar rights, using the period’s average market price (ASC 260-10-45 and related guidance). This methodology adds to the Weighted Average Shares Outstanding the number of additional shares that could potentially be issued pursuant to the conversion of all of the Company’s in-the-money outstanding convertible securities (stock, contractual rights (options), warrants and debt), with the further assumptions that all funds received pursuant to the conversions would be used to purchase the maximum number of shares at the average price per share for the period in order to offset and minimize the dilution effects (i.e. the net dilution).
As of the reporting date, the Company has four (4) Series of preferred shares that are convertible into common stock (Series B, C, D and NMC), and one that is not (Series A). Additionally, the Company has issued contractual rights (which act like options, and for the purposes of these calculations will be treated like options even though the Company does not believe that they qualify as a security by virtue of the fact that their issuance was related to the individuals’ compensation agreements and the terms of the contractual rights were negotiated privately between the parties for commercial purposes, thereby qualifying them as bespoke) to some of its funders and to its key personnel (as part of their independent contractor employment or other agreements). The Company has also issued warrants (Series C warrants) in conjunction with the conversion of legacy convertible obligations, including the interest and penalties associated therewith, and has issued warrants in conjunction with issuance of two series of its preferred shares (Series D and Series NMC).
As of the reporting date one year ago, the Company had two (2) Series of preferred shares that are convertible into common stock (Series B and C), and one that is not (Series A). Additionally, the Company had issued warrants and also contractual rights (the latter which act like options, and for the purposes of these calculations will be treated like options even though the Company does not believe that they qualify as a security by virtue of the fact that their issuance was related to the individuals’ compensation agreements and the terms of the contractual rights were negotiated privately between the parties for commercial purposes, thereby qualifying them as bespoke) to some of its funders and to its key personnel (as part of their independent contractor employment or other agreements).
Fully Diluted Earnings Per Share (EPS) for the Quarterly Reporting Period
As of the quarterly reporting date, the Company had issued four (4) Series of Preferred Stock that are convertible into common stock (Series B, C, D and NMC) and one that is not (Series A).
The Company had also issued contractual rights (which act like options, and for the purposes of these calculations will be treated like options even though the Company does not believe that they qualify as a security by virtue of the fact that their issuance was related to the individuals’ compensation agreements and the terms of the contractual rights were negotiated privately between the parties for commercial purposes, thereby qualifying them as bespoke) to some of its funders and to its key personnel (as part of their independent contractor employment or other agreements). Funds in the amount of $362,520 are required to be paid to the Company for the holders of those contractual rights (options) to exercise their contractual rights (options).
The Company had also issued warrants (Series C warrants) in conjunction with the conversion of the principal amount of $137,499 in convertible obligations plus interest and penalties associated therewith. No funds are required from the warrant holders to exercise those warrants.
The Company had also issued warrants (Series D warrants) in conjunction with the sale of shares pursuant to the Company’s Regulation D Rule 506(c) offering. Funds in the amount of $120,000 are required to be paid to the Company from the warrant holders to exercise those warrants.
In the table below, columns one, SERIES, and column two, QUANTITY OUTSTANDING, details the series name and type of security of each of the stocks, options, and warrants, and the quantity of each that the Company had outstanding as of the reporting date. Column three details the CONVERSION RATE, if applicable, for each security. Column four, COMMON SHARES AFTER CONVERSION, details the quantity of common shares that each security could convert into. Column five, FUNDS REQUIRED UPON CONVERSION, details the funds that the holders would have to pay to the Company, if any, to effectuate the conversion of each security into shares of common stock. Therefore, this table details the total number of common shares that could be outstanding if each of the holders were to convert the shares, contractual rights (options) and warrants they hold into common stock, upon paying to the Company all funds necessary to effectuate the conversion.
17
The table below shows that upon the payment of the $103,982,520 required to convert all of the contractual rights (options) and warrants into common stock, then the total number of shares of common stock issued and outstanding could grow from its present level of 4,554,776,842 shares to 17,474,276,842 shares.
Schedule of fully diluted earnings (EPS)
| Fully Diluted Number of Shares Outstanding Upon Conversion for the Quarterly Reporting Period | ||||||||||||||||
| SERIES | QUANTITY OUTSTANDING | CONVERSION RATE | COMMON SHARES AFTER CONVERSION | FUNDS REQUIRED UPON CONVERSION | ||||||||||||
| A (STOCK) | - | - | ||||||||||||||
| B (STOCK) | ||||||||||||||||
| C (STOCK) | ||||||||||||||||
| C (WARRANTS) NOTE 1 | $ | - | ||||||||||||||
| C (OPTIONS) NOTE 2 | $ | |||||||||||||||
| D (STOCK) | ||||||||||||||||
| D (WARRANTS) | $ | |||||||||||||||
| NMC (STOCK) NOTE 3 | ||||||||||||||||
| NMC (WARRANTS) | $ | |||||||||||||||
| COMMON | ||||||||||||||||
| TOTAL | $ | |||||||||||||||
NOTE 1: The Company and the holder are presently engaged in discussions regarding potential modifications to the terms of these warrants. The proposed changes under consideration include adjustments to the exercise price, expiration provisions, and the number of shares issuable upon exercise. No definitive agreement has been reached as of the reporting date.
NOTE 2: The contractual rights that the Company has issued under various independent contractor and other agreements operate in the same manner as an option; however, it is the Company’s position that they do not qualify as securities. Their issuance was related to the recipients’ compensation arrangements (qualifying them as employee-type stock options), and the terms were privately negotiated between the parties for commercial purposes (thereby qualifying them as bespoke).
NOTE 3: The Company’s Series NMC Convertible Preferred Stock is subject to a sinking-fund provision that provides the Company the right, but not the obligation, to redeem a specified number of Series NMC Preferred shares from time to time, in accordance with terms mutually agreed upon with the holders. The purpose of this provision is to permit the Company to manage its capital structure proactively by repurchasing outstanding preferred shares and thereby limiting future dilution that could otherwise occur upon conversion of those shares into common stock.
18
The establishment and activation of the sinking-fund redemptions are at the discretion of the Company’s Board of Directors and may be implemented periodically based on available capital resources, market conditions, and the Company’s broader capital-management objectives. No sinking-fund redemptions were executed during the reporting period, and no liability has been recorded as of the reporting date.
To
calculate fully diluted earnings per share, the Company uses the If-Converted Method for convertible instruments and the Treasury
Stock Method for options, warrants and similar rights, using the period’s average market price (ASC 260-10-45 and related
guidance). This methodology adds to the Weighted Average Shares Outstanding for the quarterly reporting period, calculated above
to be
The
potential dilution from the conversion of the Series B preferred stock is
The
potential dilution from the conversion of the Series C contractual rights (options) is
The
potential dilution from the conversion of the Series C warrants is
The
potential dilution from the conversion of the Series D warrants is
The Series NMC warrants are anti-dilutive under the Treasury Stock Method for this period; assumed proceeds at the average price would repurchase more shares than the number issuable, yielding zero incremental shares.
In
summary, the Company posted $21,963 Net Income Attributable to Common Stockholders for the quarterly reporting period. The Weighted
Average Number of Shares Outstanding was
Fully Diluted Earnings Per Share is calculated by dividing Net Income Attributable to Common Stockholders, (previously calculated to be $21,963), by the Diluted Weighted-Average Shares Outstanding (previously calculated to be 13,864,069,609); the result of which is $0.000002 for the quarterly reporting period.
19
Fully Diluted Earnings Per Share (EPS) for the Year-to-Date Reporting Period
When a Company posts a loss, it does not include potentially dilutive securities in its Earnings Per Share calculations; rather, it sets Fully Diluted Earnings Per Share equal to Basic Earnings Per Share. Therefore, for the year-to-date reporting period, Fully Diluted Earnings Per Share is de facto set to equal Basic Earnings Per Share which was calculated to be a loss of $0.000030 per share.
Fully Diluted Earnings Per Share (EPS) for the Quarterly Reporting Period One Year Ago
When a Company posts a loss, it does not include potentially dilutive securities in its Earnings Per Share calculations; rather, it sets Fully Diluted Earnings Per Share equal to Basic Earnings Per Share. Therefore, for the quarterly reporting period, Fully Diluted Earnings Per Share is de facto set to equal Basic Earnings Per Share which was calculated to be a loss of $0.000014 per share.
Fully Diluted Earnings Per Share (EPS) for the Year-to-Date Reporting Period One Year Ago
As of the reporting date one year ago, the Company had issued two (2) Series of preferred shares that are convertible into common stock (Series B and C) and one that is not (Series A).
The Company had also issued contractual rights (which act like options, and for the purposes of these calculations will be treated like options even though the Company does not believe that they qualify as a security by virtue of the fact that their issuance was related to the individuals’ compensation agreements and the terms of the contractual rights were negotiated privately between the parties for commercial purposes, thereby qualifying them as bespoke) to some of its funders and to its key personnel (as part of their independent contractor employment or other agreements). Funds in the amount of $393,580 are required to be paid to the Company for the holders of those contractual rights (options) to exercise their contractual rights (options).
The Company had also issued warrants (Series C warrants) in conjunction with the conversion of the principal amount of $137,499 in convertible obligations plus interest and penalties associated therewith. No funds are required from the warrant holders to exercise those warrants.
In the table below, columns one, SERIES, and column two, QUANTITY OUTSTANDING, details the series name and type of security of each of the stocks, options, and warrants, and the quantity of each that the Company had outstanding as of the reporting date one year ago. Column three details the CONVERSION RATE, if applicable, for each security. Column four, COMMON SHARES AFTER CONVERSION, details the quantity of common shares that each security could convert into. Column five, FUNDS REQUIRED UPON CONVERSION, details the funds that the holders would have to pay to the Company, if any, to effectuate the conversion of each security into shares of common stock. Therefore, this table details the total number of common shares that could be outstanding if each of the holders were to convert the shares, contractual rights (options) and warrants they hold into common stock, upon paying to the Company all funds necessary to effectuate the conversion.
The
table below shows that upon the payment of the $
Schedule of fully diluted earnings (EPS)
Fully Diluted Number of Shares Outstanding Upon Conversion for the YTD Reporting Period One Year Ago
| ||||||||||||||||
| SERIES | QUANTITY OUTSTANDING | CONVERSION RATE | COMMON SHARES AFTER CONVERSION | FUNDS REQUIRED UPON CONVERSION | ||||||||||||
| A (STOCK) | - | - | ||||||||||||||
| B (STOCK) | ||||||||||||||||
| C (STOCK) | ||||||||||||||||
| C (WARRANTS) NOTE 1 | $ | - | ||||||||||||||
| C (OPTIONS) NOTE 2 | $ | |||||||||||||||
| COMMON | ||||||||||||||||
| TOTAL | $ | |||||||||||||||
20
NOTE 1: The Company and the holder are presently engaged in discussions regarding potential modifications to the terms of these warrants. The proposed changes under consideration include adjustments to the exercise price, expiration provisions, and the number of shares issuable upon exercise. No definitive agreement has been reached as of the reporting date.
NOTE 2: The contractual rights that the Company has issued under various independent contractor and other agreements operate in the same manner as an option; however, it is the Company’s position that they do not qualify as securities. Their issuance was related to the recipients’ compensation arrangements (qualifying them as employee-type stock options), and the terms were privately negotiated between the parties for commercial purposes (thereby qualifying them as bespoke).
To
calculate fully diluted earnings per share, the Company uses the If-Converted Method for convertible instruments and the Treasury
Stock Method for options, warrants and similar rights, using the period’s average market price (ASC 260-10-45 and related
guidance). This methodology adds to the Weighted Average Shares Outstanding for the year-to-date reporting period, calculated
above to be
The
potential dilution from the conversion of the Series B preferred stock is
The
potential dilution from the conversion of the Series C contractual rights (options) is
The
potential dilution from the conversion of the Series C warrants is
In
summary, the Company posted $453,113 Net Income Attributable to Common Stockholders for the year-to-date reporting period one
year ago. The Weighted Average Number of Shares Outstanding was
21
Fully
Diluted Earnings Per Share is calculated by dividing Net Income Attributable to Common Stockholders, (calculated herein to be
$453,113), by the Diluted Weighted-Average Shares Outstanding (calculated herein to be 9,051,761,022); the result of which is
$
EPS Calculation Summary Table
Schedule of earning per share calculation summary
| Period | Net Income (Loss) Attributable to Common Stockholders | Weighted Average Shares Outstanding | Basic EPS | Fully Diluted Weighted- Average Shares Outstanding | Fully Diluted EPS | ||||||||||||||||
| For the quarterly period ending: | |||||||||||||||||||||
| 9/30/2025 | $ | $ | $ | ||||||||||||||||||
| 9/30/2024 Note 1 | $ | ( | ) | $ | ( | ) | N/A | $ | ( | ) | |||||||||||
| For the year-to-date period ending: | |||||||||||||||||||||
| 9/30/2025 Note 1 | $ | ( | ) | $ | ( | ) | N/A | $ | ( | ) | |||||||||||
| 9/30/2024 | $ | $ | $ | ||||||||||||||||||
Note1: Fully Diluted EPS is equal to Basic EPS in the reporting period due to the net loss incurred and the anti-dilutive effect of convertible securities.
(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.
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. For awards with graded vesting schedules, the Company recognizes compensation cost on a straight-line basis over the vesting period.
Issuance of Stock or Contractual Purchase Rights
From time to time, the Company has issued stock to employees, consultants, and creditors 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.
In addition, the Company periodically grants certain independent consultants 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 on the date of the grant. 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.
22
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 the reasonable possibility of a loss exists but it is 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.
As of the reporting date, the Company was not a party to any material legal proceedings, nor is management 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.
The Company may, from time to time, be subject to claims, legal proceedings, and regulatory matters arising in the ordinary course of business. While the outcome of such matters cannot be predicted with certainty, management currently believes that any such matters, individually or in the aggregate, will not have a material impact on the Company’s financial statements.
(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.
Investments in Marketable Securities
As
of the reporting date, the Company held restricted, marketable equity securities that are classified as trading securities and
carried at fair value based on Level 1 inputs. 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. 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.
23
(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, no loss contingencies have been recorded, and no litigation reserves have been established.
(19) Related Party Transactions (ASC 850)
The Company has evaluated its transactions and relationships for the current reporting period and determined that no related party transactions required disclosure under ASC 850, Related Party Disclosures. Specifically, there were no transactions with directors, executive officers, principal shareholders, or their affiliates that involved a material financial interest or that were outside the ordinary course of business during the reporting period. Additionally, no amounts were due to or from related parties as of the reporting date.
Subsequent to the reporting period, the Company completed a transaction involving a related party. See Note 20 for additional information.
(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, and based on this evaluation, the Company identified the following non-recognized subsequent event:
| ● |
This transaction is disclosed as a subsequent event because it occurred after the end of the reporting period and therefore did not exist as of the balance-sheet date.
No other subsequent events requiring disclosure were identified.
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 development-stage company focused on the acquisition, management, and monetization of mineral assets and mineral-backed projects. The Company is also laying the groundwork for launching matched purchase and sale transactions involving precious metals which the Company expects to be a component of its future revenue model.
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Throughout the quarter, management concentrated on the negotiation of several joint-venture agreements intended to establish the framework for future operational activities. The Company also continued to strengthen its corporate transparency, investor communications, and engagement with the financial industry—most notably through the filing and amendment of its Form 10 registration statement with the Securities and Exchange Commission, submitted in response to Staff comments.
Specific Highlights and Developments – Third Quarter 2025
During the third quarter of 2025, the Company achieved several important milestones that furthered its strategic, regulatory, and operational objectives:
| 1. | SEC Form 10 Filing Progress |
The Company completed three rounds of responses to SEC Staff comment letters and is presently preparing its response to the fourth
round. These actions represent continued progress toward obtaining “no-comment” status on the Company’s initial
Form 10 registration.
| 2. | Skull Valley, Arizona Lease Activities |
The Company continues to make steady progress towards
finalizing the updated Peeples lease with the Arizona State Land Department. The Company:
| ○ | has completed all requested modifications to the Mine Development Report (MDR) and are in the process of formal resubmission; |
| ○ | is actively negotiating the final reclamation bond requirements with the Arizona State Land Department; |
| ○ | is in the process of conducting a final review of all requisite insurance policies and establishing a date for binding of coverages; |
| ○ | is reviewing the draft of the lease agreement, which contains updated annual lease costs and related terms. |
| 3. | FINRA Rule 15c2-11 Application Status |
During the second quarter of 2025, the Company completed two rounds of responses to FINRA’s comments regarding its Rule
15c2-11 application, the approval of which will permit brokerage firms to publish active bid and ask quotations in the Company’s
OTC-traded common stock, thereby removing the “unsolicited quotes only” restriction and restoring the Company
to fully quoted status.
FINRA previously indicated that, before considering the restoration of fully quoted status, it wished for the Company to (i) either complete or formally terminate its Rule 506(c) Regulation D offering, and (ii) achieve no-comment status on its Form 10 registration statement with the Securities and Exchange Commission.
As reported in Note 20 – Subsequent Events, shortly after the close of the third quarter of 2025, the Company’s Regulation D offering was fully subscribed, satisfying FINRA’s first condition. As noted above, during the third quarter of 2025, the Company continued to address SEC Staff comments on its Form 10, representing the Company’s efforts to achieve FINRA’s second condition.
The Company believes that once its Form 10 achieves no-comment status, the Company will be positioned to advance to the next phase of FINRA’s process toward restoring fully quoted trading of its common stock.
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| 4. | Regulation A+ Offering Strategy |
During the third quarter of 2025, the Company continued
to defer its plans to raise capital under a Regulation A+ or other offering. Management believes it is prudent to first achieve
three critical milestones:
| (i) | obtaining no-comment status from the Securities and Exchange Commission on the Company’s Form 10 registration statement; |
| (ii) | securing resolution of the FINRA quoting restriction on the Company’s common stock; and |
| (iii) | completing full execution of the updated Skull Valley lease. |
In addition, management would like to see the market more accurately reflect the Company’s underlying asset value and operational
progress in its stock price before undertaking a Regulation A+ or other capital raise. Management believes this approach will
help minimize dilution and enhance long-term shareholder value.
| 5. | Strategic Joint Venture Developments |
The Company continues to advance the completion of its Letter of Intent with the U.S. affiliate of an international mining joint-venture partner which was initially intended to focus solely on the Company’s mine tailings. However, the scope of that agreement has broadened as the parties identify additional areas of collaboration. The current draft contemplates not only the partner’s participation in the Skull Valley Project but also RITE’s potential involvement in the partner’s urban-mining initiatives and related projects.
In parallel, the Company is also working on a Letter of Intent with a separate group that specializes in environmental-asset development and sustainability-based project finance, which aligns closely with RITE’s broader ESG objectives and long-term environmental initiatives.
The two prospective joint-venture partners also have complementary capabilities and strategic synergies that are expected to create additional opportunities and operational efficiencies for RITE as those relationships develop.
While the Company continues to engage in preliminary discussions with several other potential strategic partners, these two proposed joint ventures are the only ones that have, to date, advanced beyond initial discussions into mutual framework development and active document preparation.
| 6. | Capital Formation and Management Commitment |
The Company continues to receive funding through share purchases made by its consultants, who purchased the right to buy shares
(bespoke options) when they entered into their consulting agreements with the Company. The consultants continue to exercise
the bespoke options they previously acquired and are purchasing the Company’s Series C Convertible Preferred Shares. These
activities reflect the commitment of the Company’s leadership team and its alignment with long-term shareholder interests.
As of the end of the reporting period, the Company’s Rule 506(c) Regulation D offering of Series D Convertible Preferred Shares was in the process of being fully subscribed. Subsequent to the quarter-end, these subscriptions were tendered and the offering was completed. All of the remaining shares were acquired by entities controlled by members of RITE’s advisory team — that is, the same consultants who also have been acquiring the Company’s Series C Convertible Preferred Shares through the exercise of their bespoke options.
The purchase of securities by these holders remains subject to Rule 144 holding-period restrictions and trading-volume limitations, and, upon conversion, these restrictions continue to apply to the resulting common shares.
| 7. | Share Reclamations |
During the third quarter of 2025, the Company continued to advance its ongoing share-reclamation initiative, which is focused primarily on historical share issuances that occurred years ago in private, non-market transactions. This initiative originated from the comprehensive corporate cleanup undertaken after CEO Burgauer assumed control of RITE and reviewed the Company’s historical records. That review identified a number of legacy transactions that he determined did not meet reasonable standards of fairness and value, prompting the launch of a formal reclamation program.
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In certain instances, shares had been issued for services that were never performed; in others, the number of shares issued was disproportionate to the value received, or conversion terms on prior debt instruments were found to be excessive or usurious. The objective of CEO Burgauer’s share-reclamation program is to ensure that share issuances by prior administrations were properly supported by fair value and to eliminate legacy dilution resulting from those that were not and could be corrected.
During the current fiscal quarter, legal documentation was executed to reclaim approximately 296 million shares, which are in the process of being returned to treasury. To date, the initiative has resulted in the reclamation of more than 300 million shares and the elimination of over one billion shares of potential dilution.
| 8. | Derecognition of Time Barred Obligations |
During the third quarter of 2025, the Company completed a review of four outstanding promissory notes with an aggregate principal balance of $117,500, all of which had been issued by prior management between 2012 and 2021 to unaffiliated third parties. These notes contained no stated maturity extensions and have remained inactive for several years, with no payments, demands, or contact from the creditors.
Following consultation with legal counsel, management determined that all four instruments are now time-barred from collection under the applicable statutes of limitation governing debt enforcement. In the absence of any tolling agreements, waivers, or renewed creditor activity, the Company concluded that these obligations are legally unenforceable as of the reporting date.
In accordance with ASC 405-20-40-1(b), the Company derecognized the full outstanding balances of these liabilities in the third quarter of 2025. The corresponding gain on extinguishment of debt was recorded in other income and presented in the Company’s Q3 financial statements.
Results of Operations
The Company reported no operating revenue and a net income of $24,588 for the quarterly reporting period, resulting from the derecognition of legacy obligations and other non-operating activities; and a net loss of $125,548 for the year-to-date reporting period. Operating expenses primarily consisted of legal and professional fees, office and insurance expenses, and filings and corporate cleaning.
The Company reported no operating revenue and a net loss of $58,176 for the quarterly reporting period one year ago; and a net income of $460,988 for the year-to-date reporting period one year ago, resulting from the derecognition of legacy obligations. Operating expenses primarily consisted of depreciation and write-offs of assets, legal and professional fees, corporate cleanup and business travel.
Management expects that operating costs will remain fairly constant over the next few quarters. Management is presently focused on developing revenue streams from various business operations, securing strategic partnerships and financing the development of its recently acquired mineral assets.
Liquidity and Capital Resources
As of the reporting date, the Company had cash and cash equivalents of approximately $13,475; for the reporting date as of the close of the most recent fiscal year, the Company had cash and cash equivalents of approximately $10,458; and for the reporting date one year ago, the Company had cash and cash equivalents of approximately $9,738.
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The Company’s current liabilities total approximately $5.02 million, primarily related to the assumed obligations from the recent acquisition of subsidiaries. While the Company has significant previously processed mine tailings (chattel), recorded at $432 million, these assets are not yet producing cash flow. The Company holds additional mineral leases from the BLM and the Arizona Land Department but carries those assets on its balance sheet at a value of zero ($0) until such time as the Company can obtain an SEC / JORC compliant reserve report. As of the close of the most recent fiscal year, the Company’s current liabilities totaled approximately $5.03 million.
The Company anticipates the need for additional funding to continue its operational and business development activities over the next twelve months. Management is actively pursuing potential financing options, including equity and debt financing, as well as strategic partnerships.
The Company had intended to engage in a Regulation A+ offering or other suitable form of financing in the second quarter of 2025, but the Company purposely chose to delay this activity until it completes three milestones: (i) reaching the “no-comment” stage with the SEC with regards to the Company’s Form 10; (ii) securing resolution over the FINRA quoting restriction; and (iii) completing full execution of the updated Skull Valley lease. The Company believes that this activity, or a suitable alternative financing, is likely to occur sometime during the upcoming quarters.
Pursuant to Regulation A+, Tier I, the Company can raise up to twenty million ($20,000,000) US dollars. Pursuant to Regulation A+, Tier II, the Company can raise up to seventy-five million ($75,000,000) US dollars. The use of proceeds of the Regulation A+ offering will stipulate that eighty (80%) percent of the first sixteen million ($16,000,000) US dollars of net funds raised would be used exclusively to pay for project development and the liabilities that the Company agreed to assume pursuant to its recent acquisition of the subsidiary companies acquired from NMC, Inc. All non-earmarked funds, which include the other twenty (20%) percent of the first sixteen million ($16,000,000) US dollars, and all funds raised in excess of sixteen million ($16,000,000) US dollars would be split fifty (50%) percent towards the RITE Series NMC sinking fund obligation and the liabilities assumed pursuant to the acquisition; and the other fifty (50%) percent will be used for working capital. This percentage split will continue until such time as all of the RITE Series NMC preferred stock, issued pursuant to the acquisition, has been either repurchased by the sinking fund or converted into shares of RITE common stock.
Outlook
Looking ahead to the next quarter, the Company’s near-term strategy will focus on the following key initiatives:
| ● | Finalizing the integration of its newly acquired mineral subsidiaries. |
| ● | Advancing the evaluation and potential commercialization of the Company’s mineral assets. |
| ● | Securing additional capital to fund ongoing operations and the next phase of asset development. |
| ● | Completing documentation and engagement with various prospective joint-venture partners whose relationships are expected to expand the Company’s operational capabilities and strategic reach. |
Management believes that the Company’s mineral asset base, combined with strategic planning, positions it for potential future revenue generation, although there can be no assurance as to the success or timing of such efforts.
Summary of Q3 2025 Results
| ● | The Company reported no operating revenues during the third quarter of 2025. |
| ● | Operating expenses totaled approximately $75,272, offset by the derecognition of $117,500 time-barred obligations and an unrealized loss of $17,640 on the Company’s investment in the shares of CRTD. |
| ● | The Company recorded a net loss of $24,588 for the quarter. |
| ● | Cash balance at September 30, 2025, was $13,475. |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable to smaller reporting companies.
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 (who is the same individual), evaluated the effectiveness of the Company’s disclosure controls and procedures as of the reporting date. Based on this evaluation, management concluded that the Company’s disclosure controls and procedures were effective as of that date to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the reporting period that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None – 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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company issued the following securities during the reporting period which were not registered under the Securities Act. Included are sales of newly issued securities, issuances for services and securities issued in exchange for other assets.
The sales issuances of the securities described below were made pursuant to exemptions from the registration requirement of the Securities Act pursuant to the exemption denoted in each section.
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The Company acts as its own transfer agent for all securities other than its common stock and holds 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 year-to-date reporting period, the Company issued the following securities that were not registered under the Securities Act of 1933:
Series C Preferred Stock
| ● | From January 1, 2025, until March 31, 2025: |
| ○ | During the period, the Company issued an aggregate of three hundred forty (340) shares of Series C preferred stock to a total of six (6) holders, pursuant to the exercise of contractual rights acquired pursuant to a written consulting agreement, for the sum of twenty-eight thousand, eight hundred ($28,800) US dollars. |
| ○ | During the period, the Company received seven hundred forty ($740) US dollars in “premiums” from its independent contractor consultants for contractual purchase rights (bespoke options) to acquire Series C Preferred Stock. These rights were offered at the time the consultants’ agreements were executed, extended, or amended, with the exercise price set at the lowest trading price on the respective execution date. The consultants received no direct economic benefit from these rights and, instead, assumed additional financial costs and risks—including the option premium, conversion costs, and related restrictions. Their sole benefit is the ability to purchase the underlying shares before the rights expire. |
| ● | From April 1, 2025, until June 30, 2025: |
| ○ | During the period, the Company issued an aggregate of eight hundred thirty-two (832) shares of Series C Preferred Stock to a total of three (3) holders, pursuant to the exercise of contractual purchase rights granted under written consulting agreements that had been issued in prior periods which entitled the holders to purchase Series C shares at a fixed price. The Company received one hundred thousand, two hundred ($100,200) US dollars in total cash proceeds in connection with these transactions. The Company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act, as each transaction was privately negotiated and did not involve general solicitation or advertising. These purchasers were sophisticated parties with access to material information. The Company has historically relied on Rule 701 for similar consultant arrangements. |
| ○ | During the period, the Company issued seventeen million (17,000,000) shares of common stock to an unaffiliated third party in exchange for ninety thousand (90,000) restricted shares of Creatd, Inc. (Ticker Symbol: CRTD). This transaction was effectuated pursuant to the exemption provided by Section 4(a)(1) of the Securities Act. No cash proceeds were received by the Company; the sole consideration received was the fair market value of the CRTD shares. |
| ○ | During the period, the Company received two hundred ($200) US dollars in “premiums” from its independent contractor consultants for contractual purchase rights (bespoke options) to acquire Series C Preferred Stock. These rights were offered at the time the consultants’ agreements were executed, extended, or amended, with the exercise price set at the lowest trading price on the respective execution date. The consultants received no direct economic benefit from these rights and, instead, assumed additional financial costs and risks—including the option premium, conversion costs, and related restrictions. Their sole benefit is the ability to purchase the underlying shares before the rights expire. |
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| ● | From July 1, 2025, until September 30, 2025: |
| ○ | During the period, the Company issued an aggregate of four hundred thirty-three (433) shares of Series C Preferred Stock to a total of six (6) holders, pursuant to the exercise of contractual purchase rights granted under written consulting agreements that had been issued in prior periods which entitled the holders to purchase Series C shares at a fixed price. The Company received sixty-two thousand five hundred ($62,500) US dollars in total cash proceeds in connection with these transactions. The Company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act, as each transaction was privately negotiated and did not involve general solicitation or advertising. These purchasers were sophisticated parties with access to material information. The Company has historically relied on Rule 701 for similar consultant arrangements. |
| ○ | During the period, the Company issued seventy million (70,000,000) shares of common stock upon the conversion of one hundred seventy-five (175) shares of Series C Preferred Stock on behalf of two (2) holders, in reliance on the exemption provided by Section 3(a)(9) of the Securities Act. The conversion occurred pursuant to the designation terms of the Series C Preferred Stock and involved no additional consideration. The restriction status of the Series C Preferred Stock was carried over to the newly issued common stock. |
| ○ | During the period, the Company received three hundred twenty-five ($325) US dollars in “premiums” from its independent contractor consultants for contractual purchase rights (bespoke options) to acquire Series C Preferred Stock. These rights were offered at the time the consultants’ agreements were executed, extended, or amended, with the exercise price set at the lowest trading price on the respective execution date. The consultants received no direct economic benefit from these rights and, instead, assumed additional financial costs and risks—including the option premium, conversion costs, and related restrictions. Their sole benefit is the ability to purchase the underlying shares before the rights expire. |
Series D Preferred Stock
| ● | From January 1, 2025, until March 31, 2025: |
| ○ | During the period, the Company issued an aggregate of three thousand three hundred (3,300) shares of Series D preferred stock and three thousand three hundred (3,300) warrants to acquire additional shares of Series D preferred stock, to a total of two (2) holders, pursuant to a Regulation D Rule 506(c) offering, for the sum of eighty-two thousand five hundred ($82,500) US dollars. |
| ● | From April 1, 2025, until June 30, 2025: |
| ○ | During the period, the Company issued one hundred million (100,000,000) shares of common stock upon the conversion of four thousand (4,000) shares of Series D Preferred Stock, in reliance on the exemption provided by Section 3(a)(9) of the Securities Act. The conversion occurred pursuant to the designation terms of the Series D Preferred Stock and involved no additional consideration. The restriction status of the Series D Preferred Stock was carried over to the newly issued common stock. |
| ● | From July 1, 2025, until September 30, 2025: |
| ○ | During the period, the Company issued an aggregate of eight hundred (800) shares of Series D preferred stock and eight hundred (800) warrants to acquire additional shares of Series D preferred stock, to a total of two (2) holders, pursuant to a Regulation D Rule 506(c) offering, for the sum of twenty thousand ($20,000) US dollars. |
| ○ | During the period, the Company issued twenty million (20,000,000) shares of common stock upon the conversion of eight hundred (800) shares of Series D Preferred Stock, in reliance on the exemption provided by Section 3(a)(9) of the Securities Act. The conversion occurred pursuant to the designation terms of the Series D Preferred Stock and involved no additional consideration. The restriction status of the Series D Preferred Stock was carried over to the newly issued common stock. |
Cash proceeds from the aforementioned transactions were deposited into the Company’s operating account and used for working capital purposes.
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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.
Item 5. Other Information
Item 6. Exhibits
| ● | 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 |
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FAQ
What were MineralRite (RITE) Q3 2025 revenues and earnings?
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How many RITE shares were outstanding at quarter end?
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Did MineralRite issue a going concern warning?
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