U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Three Months Ended March 31, 2026

Commission File Number: 000-14319

AMERICAN CLEAN RESOURCES GROUP, INC.

(Exact Name of Small Business Issuer as Specified in its Charter)

Nevada		84-0991764
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

12567 West Cedar Drive, Suite 104, Lakewood, Colorado 80228-2039

(Address of Principal Executive Offices)

Issuer’s telephone number including area code: (702) 458-1124

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ACRG		None

N/A

(Former Name, Former Address and Former Fiscal Year,

if Changed Since Last Report)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒

On May 19, 2026, there were 14,101,318 shares of the registrant’s common stock, $0.001 par value share, issued and outstanding.

Documents Incorporated by Reference: None.

AMERICAN CLEAN RESOURCES GROUP, INC.

Quarterly Report on Form 10-Q

For the Three Months Ended March 31, 2026

TABLE OF CONTENTS

		Page
	PART I	1
	FINANCIAL INFORMATION	1

ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Unaudited Condensed Consolidated Balance Sheets	1
	Unaudited Condensed Consolidated Statements of Operations	2
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit	3
	Unaudited Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	5
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	18
ITEM 4.	Controls and Procedures	19

	Part II	21
	OTHER INFORMATION	21
ITEM 1.	Legal Proceedings	21
ITEM 1A.	Risk Factors	21
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
ITEM 3.	Defaults Upon Senior Securities	21
ITEM 4.	Mine Safety Disclosures	21
ITEM 5.	Other Information	21
ITEM 6.	Exhibits	22

SIGNATURES		23

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

American Clean Resources Group, Inc.

Unaudited Condensed Consolidated Balance Sheets

	March 31,			December 31,
	2026			2025
ASSETS
Current assets:
Cash	$	1,544		$	5,296
Prepaid expenses		25,242			42,389
Total current assets		26,786			47,685

Mineral rights		3,883,524			3,883,524
Right-of-use asset - related party		15,363			17,283
Total assets	$	3,925,673		$	3,948,492

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Accounts payable	$	1,742,564		$	1,742,657
Accounts payable - related party		58,190			45,155
Accrued expenses		23,747			41,030
Accrued expenses - related party		5,000			7,500
Accrued interest		2,625,926			2,508,959
Accrued interest - related party		2,742			-
Promissory note		105,000			105,000
Operating lease liability - related party		7,654			7,402
Convertible promissory notes - related party		272,114			-
Total current liabilities		4,842,937			4,457,703
Operating lease liability - related party, non-current		8,714			10,685
Total liabilities		4,851,651			4,468,388

Commitments and contingencies (Note 8)

Preferred stock, 50,000,000 shares authorized Series A, $.001 par value, 10,000,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025.		10,000,000			10,000,000

Stockholders’ deficit:
Common stock, $0.001 par value, 500,000,000 shares authorized: 14,101,318 and 14,099,393 issued and outstanding as of March 31, 2026, and December 31, 2025, respectively.		14,101			14,099
Additional paid-in capital		104,956,568			104,940,304
Accumulated deficit		(115,896,647	)		(115,474,299	)
Total stockholders’ deficit		(10,925,978	)		(10,519,896	)
Total liabilities and stockholders’ deficit	$	3,925,673		$	3,948,492

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements

American Clean Resources Group, Inc.

Unaudited Condensed Consolidated Statements of Operations

	For the Three Months Ended
	March 31,
	2026			2025
Operating expenses:
General and administrative expenses	$	305,084		$	294,932
Total operating expenses		305,084			294,932

Loss from operations		(305,084	)		(294,932	)

Other income (expense):
Other income		2,445			2,414
Interest expense		(119,709	)		(105,123	)
Total other expense, net		(117,264	)		(102,709	)

Loss before income tax provision		(422,348	)		(397,641	)

Income tax provision		-			-

Net loss	$	(422,348	)	$	(397,641	)

Basic and diluted net loss per common share	$	(0.03	)	$	(0.03	)

Basic and diluted weighted average common shares outstanding		14,099,393			13,907,705

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements

American Clean Resources Group, Inc.

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit

	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2024		13,912,237	$	13,912	$	103,182,899	$	(113,553,937	)	$	(10,357,126	)
Net Loss		-		-		-		(397,641	)		(397,641	)
Balance, March 31, 2025		13,912,237	$	13,912	$	103,182,899	$	(113,951,578	)	$	(10,754,767	)

	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2025		14,099,393	$	14,099	$	104,940,304	$	(115,474,299	)	$	(10,519,896	)
Common Stock Issued for Services		1,925		2		16,264		-			16,266
Net Loss		-		-		-		(422,348	)		(422,348	)
Balance, March 31, 2026		14,101,318	$	14,101	$	104,956,568	$	(115,896,647	)	$	(10,925,978	)

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements

American Clean Resources Group, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

	For the Three Months Ended
	March 31,
	2026			2025
Cash flows from operating activities:
Net loss	$	(422,348	)	$	(397,641	)
Adjustments to reconcile net loss to cash flows used in operating activities:
Common stock issued for services		16,266			-
Amortization of operating right of use assets		1,921			-
Changes in operating assets and liabilities:
Prepaid expenses		17,147			10,000
Accounts payable		(93	)		44,715
Accounts payable - related party		13,035			-
Accrued expenses		(17,283	)		-
Accrued expenses - related party		(2,500	)		-
Accrued interest		116,967			94,629
Accrued interest - related parties		2,742			10,494
Operating lease liabilities		(1,720	)		-
Net cash used in operating activities		(275,866	)		(237,803	)

Cash flows from financing activities:
Proceeds from convertible notes - related party		272,114			239,203
Net cash provided by financing activities		272,114			239,203

Net (decrease) increase in Cash		(3,752	)		1,400
Cash, beginning of period		5,296			719
Cash, end of period	$	1,544		$	2,119

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	-		$	-
Cash paid during the period for income taxes	$	-		$	-

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements

AMERICAN CLEAN RESOURCES GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

Nature of Business

American Clean Resources Group, Inc. f/k/a Standard Metals Processing, Inc. (“we,” “us,” “our,” “ACRG” or the “Company”) is an exploration stage company, incorporated in Nevada. The Company’s primary business plan is to purchase equipment and build a facility on the Tonopah property to serve as a permitted custom processing toll milling facility while it explores new technologies that allow greater effectiveness in achieving industry sustainability goals (which includes an analytical lab, pyrometallurgical plant, and hydrometallurgical recovery plant).

The Company plans to perform permitted custom processing toll milling which is a process whereby mined material is crushed and ground into fine particles to ease the extraction of any precious minerals contained therein, such as minerals in the gold, silver, and platinum metal groups. Custom milling and refining can include many different processes that are designed specifically for each ore load and to maximize the extraction of precious metals from carbon or concentrates. These toll-processing services also distil, dry, mix, or mill chemicals and bulk materials on a contractual basis and provide a chemical production outsourcing option for industrial companies, which lack the expertise, capacity, or regulatory permits for in-house production.

We are required to obtain several permits before we can begin construction of a small-scale mineral processing facility to conduct permitted processing toll milling activities and construction of the required additional buildings and well relocation necessary for us to commence operations.

Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary Aurielle Enterprises, Inc., (f/k/a Tonopah Milling and Metals Group, Inc.) and its wholly owned subsidiaries Tonopah Custom Processing, Inc., and Tonopah Resources, Inc. All significant intercompany transactions, accounts and balances have been eliminated in consolidation.

During the fourth quarter of 2025, the Company rescinded its prior acquisition of SWIS LLC and deconsolidated the entity effective November 21, 2025. As a result, SWIS LLC is not included in the consolidated financial statements as of and for the three months ended March 31, 2026. The comparative period ended March 31, 2025 did not include material assets, liabilities, or results of operations attributable to SWIS LLC.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Changes in circumstances could cause actual results to differ materially from these estimates.

Changes in Accounting Policies

We have consistently applied the accounting policies for the periods presented as described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses and as of March 31, 2026, had an accumulated deficit of $115,896,647. For the three months ended March 31, 2026, the Company sustained a net loss of $422,348. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months from the date of issuance of these financial statements. There is no guarantee the Company will be successful in obtaining additional funding and may have to cease operations.

Basic and Diluted Net Loss Per Share

Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted net loss per share of common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, share options and warrants, which would result in the issuance of incremental shares of common shares. For diluted net loss per share, the weighted-average number of common shares is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive.

As of March 31, 2026 and December 31, 2025, the Company convertible promissory note – related party was convertible into 261,767 and 0 shares of common stock, respectively.

Recently issued accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement and disclosures about selling expenses. ASU 2024-03 will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating ASU 2024-03 and does not expect it to have a material effect on the Company’s consolidated financial statements.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the provisions of the amendments and the impact on its future financial statements.

Mineral rights

The Company is preparing the Tonopah property site for the construction of a permitted custom processing toll milling facility including grading the land, installing fencing, and working with contractors for our planned 21,875 square foot building and servicing and drilling various wells for our future operations.

The Company evaluates its mineral rights for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with ASC 360-10. During Q1 2026, management performed a qualitative assessment considering current commodity prices, the status of permitting activities, the condition of the underlying property, and the Company’s intent and ability to develop the property. Based on this assessment, management concluded that no indicators of impairment existed and the carrying value of $3,883,524 was recoverable as of March 31, 2026.

Operating Lease – Related Party

The Company leases its principal office space from SMS Lakewood, LLC (“SMS”), an entity that is an affiliate of Granite Peak Resources, LLC, the Company’s majority stockholder, and therefore an affiliate of the Company’s Chief Executive Officer. Effective April 1, 2025, the Company entered into a three-year non-cancelable operating lease with SMS for approximately 409 square feet of office space located at 12567 West Cedar Drive, Suite 104, Lakewood, Colorado. The lease term extends through March 31, 2028 and does not include renewal options. Base monthly rent under the lease is $579, plus approximately $110 per month for common area maintenance (“CAM”) and taxes, for a total monthly payment of approximately $690. The lease is classified as an operating lease under ASC 842. The Company used an 8% incremental borrowing rate to calculate the present value of lease payments, as the rate implicit in the lease was not readily determinable.

As of March 31, 2026, the operating lease ROU asset related to the SMS office lease was $15,363, and the associated operating lease liabilities totaled $16,368, of which $7,654 was classified as current and $8,714 was classified as long-term. The excess of the lease liability over the ROU asset primarily reflects prepaid rent and initial direct costs, which are amortized over the lease term.

For the three months ended March 31, 2026, the Company recognized total lease cost of approximately $2,271, consisting of $1,921 of amortization of the ROU asset and $350 of interest on the lease liability. Lease cost is included in general and administrative expenses.

The following table presents the undiscounted future lease payments for the related-party operating lease and a reconciliation to the operating lease liability as of March 31, 2026:

Fiscal Year	Future Lease Payments
Remainder of 2026	$	6,515
2027		8,994
2028		2,274
Total undiscounted payments		17,783
Less: imputed interest (8%)		(1,415	)
Present value of operating lease liability	$	16,368

All lease obligations above relate to a related-party operating lease. The Company had no other operating or finance lease commitments as of March 31, 2026.

Debt

Convertible Promissory Notes Payable – Related Party

On March 16, 2020, the Company entered into a Line of Credit (“LOC”) agreement with Granite Peak Resources, LLC (“GPR”), a related party and the Company’s majority stockholder. The LOC, as amended from time to time, provided for borrowings of up to $52.5 million, accrued interest at 10% per annum, was secured by substantially all of the Company’s assets, and was convertible into common stock at a conversion price of $1.05 per share, and had a final contractual maturity date of March 16, 2027

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

For the three months ended March 31, 2026 and 2025, the Company received cash proceeds of $272,114 and $239,203, respectively, under the LOC. As of March 31, 2026, outstanding principal and accrued interest owed to GPR under the LOC totaled $272,114 and $2,742, respectively. As of December 31, 2025, there was no outstanding principal or accrued interest under the LOC.

Promissory Note – LaunchIT

In November 2025, the Company entered into a Share Return, Payment, and SWIS LLC Transfer Agreement (the “LaunchIT Agreement”) with LaunchIT LLC (“LaunchIT”), pursuant to which the Company rescinded its prior acquisition of SWIS LLC. Total consideration payable to LaunchIT under the LaunchIT Agreement was $230,000, consisting of an advance payment of $125,000 (the “Advance”) and a promissory note dated November 21, 2025 in the original principal amount of $105,000 (the “LaunchIT Note”). The LaunchIT Note bore no stated interest unless in default and was originally payable in four equal monthly installments of $26,250, due January 1 through April 1, 2026. Upon default, overdue amounts accrue interest at 15% per annum and a late fee of $2,500 per missed installment is payable.

The Company and LaunchIT engaged in good-faith discussions during the quarter regarding the restructuring of the obligation under the LaunchIT Note. The scheduled installment payments due January 1, February 1, March 1, and April 1, 2026 were not made on their original due dates, and the LaunchIT Note was therefore in default as of March 31, 2026. These discussions culminated in the execution of a First Amendment to Promissory Note and Waiver of Default on May 19, 2026 (described under “Subsequent Amendment and Waiver of Default” below). As of March 31, 2026, the LaunchIT Note principal of $105,000 is classified as a current liability, the outstanding Advance balance of $75,000 is included within accounts payable, and accrued late fees and default interest of $9,272 are included within accrued interest on the condensed consolidated balance sheet. LaunchIT has not declared acceleration, commenced any enforcement action, or filed any lien against the Company in connection with the obligation.

Subsequent Amendment and Waiver of Default

On May 19, 2026, the Company and LaunchIT entered into a First Amendment to Promissory Note and Waiver of Default (the “Amendment”). Pursuant to the Amendment, the Company paid LaunchIT $15,000 and the parties agreed to consolidate the outstanding obligations under the LaunchIT Agreement into an amended principal balance of $165,000. LaunchIT conditionally waived the existing defaults and suspended accrued default interest through the amendment effective date, in each case subject to reinstatement upon a “Springing Default” as described below. Late fees of $2,500 per month continue to accrue under the original terms of the LaunchIT Note. A conditional resolution discount of $10,000 will be applied upon full and timely payment of all amounts due, subject to clawback upon a Springing Default.

Under the amended payment schedule, the Company is required to make six monthly installments of $5,000 each, payable on the last day of each calendar month from June 30, 2026 through November 30, 2026, with a final payment of $162,500 due on or before December 31, 2026 (the “Amended Maturity Date”). A Springing Default occurs if the Company fails to pay two consecutive monthly installments or fails to pay the remaining balance by the Amended Maturity Date. Upon a Springing Default, all waivers and interest suspensions terminate, the suspended default interest retroactively reinstates at 15% per annum from the original default dates, and the resolution discount is clawed back. As of the amendment effective date, no event of default exists under the LaunchIT Note as amended.

The LaunchIT Note and related Advance balances remain classified as current liabilities as of March 31, 2026. The Amendment is a non-recognized subsequent event; accordingly, no adjustments have been made to the March 31, 2026 financial statements.

Related Parties

The Company has entered into a number of transactions with related parties that have materially affected its liquidity, capital structure, and ownership. These related parties include Granite Peak Resources, LLC (“GPR”), entities affiliated with GPR, former significant stockholders, and executive consultants.

Granite Peak Resources, LLC

GPR is an entity controlled by the Company’s Chair and Chief Executive Officer, Tawana Bain, and is the Company’s controlling stockholder. As of March 31, 2026, GPR beneficially owned 11,476,572 shares of the Company’s common stock, representing approximately 81.4% of the Company’s outstanding common stock.

Line of Credit and Related-Party Financing

On March 16, 2020, the Company entered into a Line of Credit (“LOC”) agreement with GPR to provide working capital and fund operating expenses. Under the LOC, GPR also paid certain expenses directly on behalf of the Company to support its operations. The LOC was amended multiple times to increase borrowing capacity, extend maturity dates, modify conversion terms, and consolidate other outstanding obligations.

Pursuant to the Third Amendment, the LOC was increased to $52,500,000, the Senior Secured Promissory Note and the Flechner Judgment were consolidated into the LOC balance, and the Deed of Trust was increased to $250,000,000. The LOC bore interest at 10% per annum and was convertible into shares of ACRG common stock at $1.05 per share, as established under the Second Amendment, and was secured by the Company’s real and personal property and the equity interests of its subsidiary entities.

Debt-to-Equity Conversions

On December 31, 2025, GPR converted $1,727,152 of principal and accrued interest under the LOC into 1,644,906 shares of restricted common stock at a conversion price of $1.05 per share. Following this conversion, all outstanding principal and accrued interest under the LOC were fully extinguished.

For the three months ended March 31, 2026, the Company received cash proceeds of $272,114 under the LOC. As of March 31, 2026, outstanding principal and accrued interest owed to GPR under the LOC totaled $272,114 and $2,742, respectively.

Related-Party Operating Lease – Office Premises

The Company also leases its principal office space from SMS Lakewood, LLC, an affiliate of its majority stockholder. See Note 4 – Operating Lease – Related Party for a description of the lease terms, balances, and related-party considerations.

Sustainable Metals Solutions, LLC

On January 10, 2022, the Company entered into a definitive agreement to acquire a controlling interest in Sustainable Metals Solutions, LLC (“SMS”), a company majority-owned by GPR. SMS is an environmental development platform focused on producing carbon-neutral precious metals and minerals. The purchase price for the controlling interest will be determined based on the Company’s common stock price on the closing date, which will be mutually agreed upon once all closing conditions are satisfied. Additional details are provided in Note 8 – Commitments and Contingencies.

Related Party Transactions

The Company engages certain individuals as independent contractors to provide executive and strategic services. These individuals are considered related parties due to their roles as executive officers or their involvement in the Company’s strategic decision-making.

Accounts payable and accrued expenses include amounts due to related parties comprised primarily of fees for executive consulting services. As of March 31, 2026 and December 31, 2025, accounts payable to related parties totaled $58,190 and $45,155, respectively. Accrued expenses due to related parties totaled $5,000 as of March 31, 2026, and $7,500 as of December 31, 2025.

All related party balances are unsecured, non-interest bearing, and due on demand.

Stockholders’ Deficit and Mezzanine Equity

Preferred Stock

The Series A Preferred Stock is classified as mezzanine equity because, upon the occurrence of certain contingent events outside the Company’s control, the holders may require redemption for cash at the Liquidation Value

Attributes of Series A Preferred Stock include but are not limited to the following:

Distribution in Liquidation

The Series A Preferred Stock has a liquidation preference of $10,000,000, payable only upon certain liquidity events or upon the achievement of a market value of our equity equaling $200,000,000 or more. Upon any liquidation, dissolution or winding up of the Company, and after paying or adequately providing for the payment of all its obligations, the remainder of the assets of the Company shall be distributed, either in cash or in kind, first pro rata to the holders of the Series A Preferred Stock in an amount equal to the Liquidation Value (as described below); then, to any other series of Preferred Stock, until an amount to be determined by a resolution of the Board of Directors prior to issuances of such Preferred Stock, has been distributed per share, and, then, the remainder pro rata to the holders of the Common Stock. Upon the occurrence of any Liquidation Event (as defined below), each holder of Series A Preferred Stock is entitled to receive a payment equal to the Original Issue Price per share (the “Liquidation Value”). A “Liquidation Event” will have occurred when:

●

The Company has an average market capitalization (calculated by adding the value of all outstanding shares of Common Stock valued at the Company’s closing sale price on the OTC Market or other applicable bulletin board or exchange, plus the value of the outstanding Series A Preferred Stock at the Original Issue Price per share) of $200,000,000 or more over any 90 day period. The holders of the Series A Preferred Stock would have the right, for 30 days after the end of such qualifying 90 day measurement period, to require the Company to purchase the Series A Preferred Stock for an amount equal to the Liquidation Value.

●

Any Liquidity Event in which the Company receives proceeds of $50,000,000 or more. For purposes hereof, a “Liquidity Event” means any (a) liquidation, dissolution or winding up of the Company; (b) acquisition of the Company by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, share exchange, share purchase or consolidation) provided that the applicable transaction shall not be deemed a liquidation unless the Company’s stockholders constituted immediately prior to such transaction hold less than 50% of the voting power of the surviving or acquiring entity; or (c) the sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries.

Redemption

The Series A Preferred Stock may be redeemed in whole or in part as determined by a resolution of the Board of Directors at any time, at a price equal to the Liquidation Value.

Voting Rights

Shares of Series A Preferred Stock shall have no rights to vote on any matter submitted to a vote of shareholders, except as required by law, in which case each share of Series A Preferred Stock shall be entitled to one vote.

Conversion Rights

Holders of Series A Preferred Stock will have no right to convert such shares into any other equity securities of the Company.

Common Stock

As of March 31, 2026, and December 31, 2025, the Company is authorized to issue 500,000,000 shares of common stock at a par value of $0.001 per share.

Voting Rights

Holders of our common stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative voting with respect to the election of directors.

Dividend Rights

Holders of our common stock are entitled to receive dividends when, as and if declared by our board of directors out of funds legally available for this purpose.

Liquidation Preference

In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive on a proportional basis any assets remaining available for distribution after payment of our liabilities and Series A Preferred Stock.

Other Terms

Holders of common stock have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock. All outstanding shares of the common stock are fully paid and non-assessable.

Common Stock Issuances, Stock-Based Compensation, and Retirements

The following table summarizes the Company’s issuances and (retirement) of common stock during the periods ending March 31, 2026 and 2025:

Date

Shares
Issued

Purpose

Fair Value
per Share⁽¹⁾

Total Value

Q1 2026

875

Development Committee

8.99

⁽¹⁾

7,866

Q1 2026

1,050

Advisory Board

8.00

⁽¹⁾

8,400

Stock-Based Compensation – Advisory Board and Development Committee: The Company issues restricted shares of common stock to members of its Advisory Board and Development Committee as compensation for advisory, strategic, and development-related services. Such awards are non-employee stock-based compensation arrangements and are accounted for in accordance with ASC 718, Compensation—Stock Compensation. The fair value of the shares issued is measured on the grant date based on the closing market price of the Company’s common stock and is recognized as stock-based compensation expense over the period in which the related services are rendered. All shares issued under these arrangements are fully vested upon issuance and are subject to the terms of the applicable advisory or committee agreements.

All issuances were accounted for in accordance with ASC 505-10 (Equity) and ASC 718 (Compensation—Stock Compensation), as applicable. No gain or loss was recognized on the debt conversions, as the carrying amount of the debt equaled the fair value of the equity issued. Advisory Board compensation was recorded as general and administrative expense, with a corresponding credit to additional paid-in capital.

Commitments and Contingencies

Merger with the SMS Group

On January 10, 2022 the Company executed a definitive agreement to acquire a controlling interest in Sustainable Metal Solutions LLC and its subsidiaries (“SMS” or the “SMS Group”). The purchase price for the controlling interest in SMS will be determined based upon the price of the Company’s common stock on the date of closing, such date to be decided by the Parties in good faith after all conditions precedent are met. These conditions precedent include, but are not limited to:

●

Completion of SMS’s audited financial statements by an independent PCAOB-registered accounting firm;

●

Delivery of a completed and SEC-compliant SK-1300 technical report summary on SMS’s mineral reserves as of December 31, 2021 and 2022;

●

Uplisting of ACRG’s common stock to the Nasdaq Capital Market;

●

SEC clearance of the Form S-4 registration statement and proxy materials;

●

Approval of the merger by ACRG’s shareholders;

●

Satisfaction of customary closing conditions, including representations and warranties, covenants, and absence of material adverse changes.

SMS is an American multi-company environmental development platform focused on producing carbon neutral precious metals and minerals thereby driving American mineral independence while revitalizing the environment and minimizing the impacts of climate change. The business of SMS is consistent with the Company’s posture to acquire, license or joint venture with other parties involved in toll milling, processing, or mining related activities, which may include GPR and its affiliated entities, including, but not limited to, NovaMetallix. Inc., and BlackBear Natural Resources, LTD.

SMS is a group of companies that has developed a significant primary source of metals for conventional mining and secondary sources of metals from previously discarded mining tailings for re-reprocessing and recovery. Access to the large amount of mine tailings on the Company’s Nevada property adds favorably to SMS’s plans. Its goal is to enhance the US’s supply chain of various metals produced locally using environmentally friendly methods. In addition, SMS’s sustainable resource program has developing interests in alternative sources of energy, including the Company’s Nevada property which is zoned for solar development, and the conservation of our water resources.

Joint Venture with AMI

Effective June 3, 2024, the Company executed a Memorandum of Understanding for a Joint Venture with AMI Strategies, (“AMI”). The Parties intend to form a joint operation and utilize the technology and talent of both organizations for their mutual benefit which includes the Company’s planned renewable energy generation, specifically solar power through the operation, engineering, infrastructure, and construction of controlled solar power and AMI’s management of utility costs through a proprietary software platform that can bill, audit, invoice and manage the daily operations of suppliers and clients.

About AMI:

AMI Strategies serves clients on every continent, offering a global suite of solutions for Telecom, Mobility, Cloud, Utility, ServiceNow, and Managed Automation deployments – all powered by cutting-edge technology and automation.

AMI’s platform is designed to manage any vendor that’s important to its customers – no matter what category it’s in. By establishing inventory that includes integrated data from vendors and enterprise systems, auditing charges against correlating contracts, automating allocations and payments, and centralizing how services are purchased, changed or decommissioned, AMI ensures its clients never waste time on vendor-related busywork, and never pay more than they’re supposed to.

Definitive Documents:

The Parties will work together to draft definitive documents including the formation of the joint venture and its governing documents.

Segment Information

The Company operates in one reportable segment, which consists of the development and preparation of a permitted custom processing toll milling facility on the Company’s Tonopah property in Nevada. The Company has not commenced mining or processing operations as of March 31, 2026.

The Company’s Chief Executive Officer and Chairwoman of the Board of Directors, Tawana Bain, serves as the Chief Operating Decision Maker (“CODM”). The CODM evaluates performance and makes operating decisions about allocating resources based on net loss or income and cash balances presented in the accompanying statement of operations and balance sheet, respectively.

The measure of segment assets is reported on the balance sheets and income statements such as cash and net loss or income, respectively. All material long-lived assets are in the United States.

10.

Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through the date on which these unaudited condensed financial statements were issued. Other than as described in the notes herein and below, the Company did not have any material subsequent events that impacted its unaudited condensed financial statements or disclosures.

Amendment to LaunchIT Promissory Note (May 19, 2026)

On May 19, 2026, the Company and LaunchIT LLC entered into a First Amendment to Promissory Note and Waiver of Default (the “Amendment”) relating to the LaunchIT Note described in Note 5. Pursuant to the Amendment, the Company paid LaunchIT $15,000 and the parties agreed to consolidate the outstanding obligations under the LaunchIT Agreement into an amended principal balance of $165,000, with a final maturity of December 31, 2026. LaunchIT conditionally waived the existing defaults and suspended accrued default interest, in each case subject to reinstatement upon a Springing Default. As of the amendment effective date, no event of default exists under the LaunchIT Note as amended. See Note 5 — Debt for the complete terms of the Amendment, including the amended payment schedule and Springing Default provisions.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management’s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.

Water Pollution Control Permit

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

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

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

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

Site Preparation

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

Business Plan

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

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

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

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

In addition to the custom processing and permitted toll milling business, the Company is exploring the establishment of an industrial park on the Millers property in Esmeralda County, Nevada. The industrial park would serve as a central hub for renewable energy generation and storage, operating around the clock to attract and support tenants committed to producing NetZero goods and services, with a focus on data centers and AI farms. The industrial park will include a commercial solar farm, battery storage plus land dedicated to industrial storage, waste-to-energy generation and industrial manufacturing. The Company is actively exploring various funding sources to advance the establishment of the industrial park. Once operational the industrial park is envisioned to include a 2 GW solar farm, large battery storage centers, four 100,000 square foot data centers plus several industrial partners engaged in recycling industrial waste materials that include discarded windmill blades, corporate carpets, and other industrial manufacturing operations that are large consumers of renewable energy. The planned industrial park will be called the ACRG Greenway to Power^TM Renewable Energy Industry Park. It is envisioned as a large-scale industrial project planned on the 1,183 acre Millers property. The state-of-the-art facility will serve as a central hub for renewable energy generation and storage, operating 24/7/365 to attract and support tenants committed to producing NetZero goods and services. The industrial park will be designed to attract high-tech data centers and other energy-intensive industries by leveraging its unique advantages. These unique advantages include:

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

Planned Greenlink West grid access through NV Energy Esmeralda substation.

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

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

Strategic access to a major fiber optic junction.

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

Existing cell phone tower located on the Millers property.

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

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

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

Related Party Operating Lease

The Company leases its corporate office space from an affiliate of its majority stockholder under a related-party operating lease, which resulted in the recognition of a right-of-use asset and lease liabilities on the balance sheet as of March 31, 2026 (see Note 4 – Operating Lease – Related Party).

Results of Operations

Comparison of the Three Months Ended March 31, 2026 and 2025.

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

	For the Three Months Ended
	March 31,
	2026			2025
Operating expenses:
General and administrative expenses	$	305,084		$	294,932
Total operating expenses		305,084			294,932

Loss from operations		(305,084	)		(294,932	)

Other income (expense):
Other income		2,445			2,414
Interest expense		(119,709	)		(105,123	)
Total other expense, net		(117,264	)		(102,709	)

Loss before income tax provision		(422,348	)		(397,641	)

Income tax provision		-			-

Net loss	$	(422,348	)	$	(397,641	)

Revenues

We had no revenues from any operations for the three months ended March 31, 2026 and 2025. Furthermore, we do not anticipate any significant future revenue until we have sufficiently funded construction and begin operations.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2026, were $305,084, compared to $294,932 for the same period in 2025, representing an increase of approximately 3%. The modest overall change reflects offsetting movements across expense categories. Increases were primarily driven by higher insurance of $36,509, professional fees of $39,250, and consulting fees of $42,524, reflecting expanded compliance, strategic, and operational support during the quarter. Board compensation also increased by $16,266 as advisory and development board stock-based compensation was recognized in Q1 2026. These increases were largely offset by decreases in accounting of $17,217 and engineering fees of $105,410, primarily driven by the completion of technical evaluation activities performed during the comparable prior-year period, which did not recur in the current quarter. Management continues to monitor cost trends and expects general and administrative expenses to remain aligned with operational priorities.

Other Income and Expenses

Total other income (expense), net, for the three months ended March 31, 2026, was $(117,264), compared to $(102,709) for the same period in 2025, an increase of approximately 14%. The increase is primarily driven by higher interest expense (up $14,586, or 14%) resulting from accrued interest and late fees related to the LaunchIT Note (see Note 5 — Debt).

Liquidity and Capital Resources

As of March 31, 2026 we had cash of $1,544 and total current assets of $26,786, compared to total current liabilities of approximately $4.8 million, resulting in a working capital deficit of approximately $4.8 million. We have not generated any revenues from operations and have incurred recurring operating losses, including a net loss of approximately $0.4 million for the three months ended March 31, 2026. These conditions significantly constrain our liquidity and limit our ability to fund ongoing operations.

Known Trends and Uncertainties

As of March 31, 2026, our current assets were significantly less than our current liabilities, resulting in a working capital deficit. This deficit, together with recurring operating losses and negative cash flows from operations, raises substantial doubt about our ability to continue as a going concern for the twelve months following the issuance of these consolidated financial statements. Our ability to continue as a going concern is dependent on our ability to obtain additional financing and, over time, generate revenue and cash flows sufficient to meet our obligations. Management is actively evaluating financing alternatives and cost containment measures; however, there can be no assurance that additional capital will be available on acceptable terms or at all.

Internal and External Sources of Liquidity

Our primary internal source of liquidity is cash on hand, which was $1,544 as of March 31, 2026. We do not currently generate positive operating cash flows. Our external sources of liquidity include related party financing (notably from GPR), potential equity issuances, and possible third-party debt arrangements. The Company does not have any off-balance sheet financing arrangements.Material Cash Requirements and Commitments

Our primary short-term cash requirements are to fund working capital and service short-term debt. Working capital requirements can vary significantly from period to period, particularly as a result of additional development expenses. As of March 31, 2026, the Company had no material commitments for capital expenditures. However, significant capital will be required to fund the construction of the Tonopah processing facility and the planned industrial park. The Company anticipates that these requirements will be met through a combination of equity and debt financing, as well as potential government grants and strategic partnerships. The general purpose of these expenditures is to advance the Company’s business plan, including the development of permitted custom processing toll milling operations and the ACRG Greenway to Power™ Renewable Energy Industrial Park.

Trends in Capital Resources and Changes in Mix/Cost

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

Risks and Uncertainties

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

Convertible Promissory Notes Payable

The Company has historically relied on related-party financing, primarily from Granite Peak Resources, LLC (“GPR”), to fund operations. As of March 31, 2026, under the related-party line of credit outstanding principal and accrued interest of balances was $272,114 and $2,742, respectively.

Going Concern

Subsequent amendment to LaunchIT promissory note.

On May 19, 2026, the Company and LaunchIT LLC entered into a First Amendment to Promissory Note and Waiver of Default, pursuant to which the parties consolidated the outstanding obligations under the LaunchIT Agreement into an amended principal balance of $165,000, with a final maturity of December 31, 2026. The amended payment schedule includes six monthly installments of $5,000 (June through November 2026) and a final payment of the remaining balance due at maturity. LaunchIT conditionally waived the existing defaults, subject to reinstatement upon a Springing Default. See Note 5 — Debt for the complete terms of the Amendment.

The Amendment resolves the prior payment defaults under the LaunchIT Note and provides a structured repayment path through December 31, 2026. Satisfying the final payment due at maturity will require the Company to access additional sources of capital, which the Board has identified and approved in connection with the Amendment. Consistent with the going concern disclosure described elsewhere in this report, there can be no assurance that such capital will be available when needed, on acceptable terms, or at all. A failure to comply with the amended payment schedule would trigger a Springing Default under the Amendment, with the consequences described in Note 5 — Debt.

Management Plan and Known Trends and Uncertainties

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

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

Cash Flows

	Three Months Ended March 31,
	2026			2025
Net cash used in operating activities	$	(275,866	)	$	(237,803	)
Net cash provided by investing activities		-			-
Net cash provided by financing activities		272,114			239,203
(Decrease) increase in cash	$	(3,752	)	$	1,400

Operating Activities

Net cash used in operating activities was $275,866 for the three months ended March 31, 2026, primarily due to the net loss for the period, partially offset by non-cash charges including common stock issued for services of $16,266 and amortization of the operating right-of-use asset of $1,920, as well as increases in accounts payable — related party of $13,035 and accrued interest of $119,709, partially offset by decreases in accrued expenses of $17,283 and accrued expenses — related party of $2,500.

Net cash used in operating activities was $237,803 for the three months ended March 31, 2025, primarily due to the net loss for the period of $397,641, partially offset by increases in accrued interest of $94,629, accrued interest — related parties of $10,494, accounts payable of $44,715, and a decrease in prepaid expenses of $10,000.

Investing Activities

For the three months ended March 31, 2026, and 2025, the Company conducted no investing activities.

Financing Activities

Net cash provided by financing activities was $272,114 for the three months ended March 31, 2026, primarily due to proceeds from convertible promissory notes, related party.

Net cash provided by financing activities was $239,203 for the three months ended March 31, 2025, primarily due to proceeds from convertible promissory notes, related party.

Off-Balance Sheet Arrangements

During the three months ended March 31, 2026, we did not engage in any off-balance sheet arrangements as defined in item 303(a)(4) of the SEC’s Regulation S-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risk exposure is primarily the result of fluctuations in interest rates, inflation, and changes in the regulatory environment.

Interest Rate Risk

As of March 31, 2026, we had limited exposure to changes in interest rates, as our outstanding debt is primarily fixed-rate. However, any future borrowings may be subject to variable interest rates, which could increase our interest expense if rates rise.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and operating results.

Regulatory Risk

Changes in the regulatory environment, particularly those affecting the mining and renewable energy sectors, could impact our operations and financial results. We monitor regulatory developments and adjust our business strategies as necessary.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective in providing reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officer and effected by the our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

●

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

●

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and

●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Management recognizes that any system of internal control, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives. Management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). This evaluation included a review of control documentation, an assessment of control design, and consideration of the operating effectiveness of controls.

Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025 due to material weaknesses, including (i) insufficient accounting personnel and segregation of duties, and (ii) inadequate formal documentation of internal control policies and procedures over financial reporting.

Management’s Remediation Plan

Management has undertaken, and continues to undertake, actions to strengthen the Company’s internal control environment. During the first quarter of 2026, the Company appointed a new Chief Financial Officer with significant experience in public-company financial reporting and internal controls. Management is in the process of enhancing review procedures, formalizing documentation of key controls, and improving oversight of complex and non-routine transactions.

Management believes these actions, once fully implemented and operating effectively for a sufficient period of time, will improve the effectiveness of the Company’s internal control over financial reporting. The Company will continue to monitor its controls and will report on remediation progress in future periodic reports.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2026, the Company appointed a new Chief Financial Officer with significant experience in public-company financial reporting and internal controls. Management believes this appointment, together with the ongoing remediation activities described above, represents a material change in the Company’s internal control over financial reporting. Other than this appointment, there were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2026 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

We are not aware of any pending legal proceedings to which we are a party, or to which any director, officer or affiliate of our Company, or any owner of record or beneficially of more than 5% of any class of our voting securities, is a party adverse to us or has a material interest adverse to us.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Arrangements

None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended March 31, 2026, as such terms are defined under Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibits are filed as part of this Quarterly Report on Form 10-Q or are incorporated herein by reference.

Exhibit		Description
3.1		Amended and Restated Articles of Incorporation filed with the State of Nevada (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended 2010 filed on March 21, 2011).
3.2		Articles of Amendment, effective January 4, 2013 (incorporated by reference to Exhibit 99-3i03 to the Company’s Current Report on Form 8-K filed on March 13, 2013).
3.3		Amendment to the Articles of Incorporation and Plan of Conversion filed with the State of Colorado with effective dates of March 4 and March 5, 2013 (incorporated by reference to the Schedule 14C information filed on February 11, 2013).
3.4		Bylaws of Standard Gold, Inc. (incorporated by reference to Exhibit D to the Company’s Schedule 14C filed on February 11, 2013).
4.1**		Description of Securities registered with the Securities and Exchange Commission
10.1		Exchange Agreement, dated March 15, 2011, by and between the Company, Shea Mining & Milling, LLC, Afignis, LLC, Leslie Lucas Partners, LLC, Wits Basin Precious Minerals Inc. and Alfred A. Rapetti, (incorporated by reference to Exhibit 10.13 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).
10.2		Assignment and Assumption of Loan Documents and Loan Modification Agreement, dated March 15, 2011, by and between the Company, Shea Mining & Milling, LLC and NJB Mining, Inc, (incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).
10.3		Term Loan Agreement, dated August 25, 2009, by and between Shea Mining & Milling, LLC and NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.15 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).
10.4		Promissory Note, dated August 25, 2009, issued by Shea Mining & Milling, LLC to NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.16 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).
10.5		Deed of Trust and Security Agreement with Assignment of Rents and Fixture Filing, dated August 21, 2009, executed by Shea Mining & Milling, LLC in favor of NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.17 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).
10.6		Assignment of Lease and Rents, dated August 21, 2009, executed by Shea Mining & Milling, LLC in favor of NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.18 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).
10.7		Environmental Indemnity, dated August 25, 2009, by and between Shea Mining & Milling, LLC and NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.19 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).
10.15		Articles of Amendment to the Articles of Incorporation of Standard Gold, Inc. (incorporated by reference to Exhibit A to the Company’s Schedule 14C filed on February 11, 2013).
10.16		Plan of Conversion of Standard Gold, Inc., a Colorado corporation, into Standard Gold, Inc., a Nevada corporation (incorporated by reference to Exhibit B to the Company’s Schedule 14C filed on February 11, 2013).
10.17		Articles of Incorporation of Standard Gold, Inc. (incorporated by reference to Exhibit C to the Company’s Schedule 14C filed on February 11, 2013).
10.19		Statement of Correction (Document Number 20111157771) (incorporated by reference to Exhibit 3(i).01 to the Company’s Form 8-K filed on March 13, 2013).
10.20		Statement of Correction (Document Number 20111178093) (incorporated by reference to Exhibit 3(i).02 to the Company’s Form 8-K filed on March 13, 2013).
10.21		Articles of Amendment (Document Number 20131009270) (incorporated by reference to Exhibit 3(i).03 to the Company’s Form 8-K filed on March 13, 2013).
24**		Power of Attorney (included on the signature page hereto).
31.1**		Certification of Tawana Bain, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**		Certification of Luke McPherson, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**		Inline XBRL Instance Document
101.SCH**		Inline XBRL Taxonomy Extension Schema
101.CAL**		Inline XBRL Taxonomy Extension Calculation
101.DEF**		Inline XBRL Taxonomy Extension Definition
101.LAB**		Inline XBRL Taxonomy Extension Label
101.PRE**		Inline XBRL Taxonomy Extension Presentation
104		Cover Page Interactive Data File. (formatted as Inline XBRL and contained in Exhibit 101).

**	Filed herewith electronically

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN CLEAN RESOURCES GROUP, INC.

Dated: May 20, 2026	By:	/s/ TAWANA BAIN
		Tawana Bain
		Chief Executive Officer, Director and Chairwoman

Each person whose signature to this Quarterly Report appears below hereby constitutes and appoints Tawana Bain and Luke McPherson as their true and lawful attorney-in-fact and agent, with full power of substitution, to sign on their behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file all amendments to this Quarterly Report and any and all instruments or documents filed as part of or in connection with this Quarterly Report or the amendments thereto and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or their substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Company, in the capacities and dates indicated.

Name	Title	Date

/s/ TAWANA BAIN	Chief Executive Officer, Director and Chairwoman	May 20, 2026
Tawana Bain

/s/ LUKE MCPHERSON	Chief Financial Officer	May 20, 2026
Luke McPherson

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American Clean Resources Group, Inc. 10-Q