American Clean Resources Group, Inc 10-Q for FY2025 Q3
American Clean Resources Group, Inc. (ACRG)
About this 10-Q
American Clean Resources Group, Inc filed this 10-Q on November 6, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $503.87K
- compared with a net loss of $338.07K a year earlier
- Diluted EPS
- -$0.04
- compared with -$0.02 a year earlier
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Nine Months Ended
Commission File Number:
(Exact Name of Small Business Issuer as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices)
Issuer’s telephone number including area
code:
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 | ||
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.
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).
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 | ☐ |
| ☒ | 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 the registrant has filed the interactive data exhibits required to be filed during the past 12 months (or shorter applicable period). ☐
Indicate by check mark whether the Registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No
On November 5, 2025, there were
Documents Incorporated by Reference: None.
AMERICAN CLEAN RESOURCES GROUP, INC.
Quarterly Report on Form 10-Q
For the Nine Months Ended September 30, 2025
Table of Contents
i
PART 1 – FINANCIAL STATEMENTS
Item 1. Financial Statements
American Clean Resources Group, Inc.
Unaudited Condensed Consolidated Balance Sheets
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Mineral rights | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ deficit | ||||||||
| Convertible promissory notes - related party | $ | $ | ||||||
| Accounts payable | ||||||||
| Accounts payable - related party | ||||||||
| Accrued expenses | ||||||||
| Accrued expenses - related party | ||||||||
| Accrued interest | ||||||||
| Accrued interest - related party | ||||||||
| Total current liabilities | ||||||||
| Commitments and contingencies (Note 8) | ||||||||
| Preferred stock, | ||||||||
| Stockholders’ deficit: | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
1
American Clean Resources Group, Inc.
Unaudited Condensed Consolidated Statements of Operations
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | $ | $ | $ | $ | ||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Other income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income tax provision | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax provision | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted net loss per common share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted weighted average common shares outstanding | ||||||||||||||||
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
2
American Clean Resources Group, Inc.
Unaudited Condensed Consolidated Statements of Change in Stockholders’ Deficit
| Additional | ||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Common Stock Issued for Services | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Common Stock Issued for Services | ||||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Additional | ||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||
| Common Stock Issued for Services | ||||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
3
American Clean Resources Group, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
| For the Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to cash flows used in operating activities: | ||||||||
| Amortization expense | ||||||||
| Common stock issued for services | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accounts payable - related party | ( | ) | ||||||
| Accrued expenses | ||||||||
| Accrued expenses - related party | ||||||||
| Accrued interest | ||||||||
| Accrued interest - related parties | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from convertible notes - related party | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in Cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for interest | $ | $ | ||||||
| Cash paid during the period for income taxes | $ | $ | ||||||
| Noncash investing and financing activity: | ||||||||
| Payments made by related party on behalf of the Company | $ | $ | ||||||
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
4
AMERICAN CLEAN RESOURCES GROUP, INC.
NOTES TO UNADUITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
1. 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.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements of the Company have been prepared using the accrual method of accounting in accordance with U.S. GAAP and considering the requirements of the United States Securities and Exchange Commission.
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 September 30, 2025, had an accumulated deficit of $
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., and since being acquired in September 2023, SWIS LLC. All significant intercompany transactions, accounts and balances have been eliminated in consolidation.
5
Use of Estimates
Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates may pertain to impairment of intangible assets and mining rights, useful lives of intangible assets and contingent liabilities.
Revenue Recognition
As of September 30, 2025, we have recorded no revenues from custom permitted processing toll milling. If we achieve revenue generation, the Company plans to report such revenues consistent with ASC Topic 606 Revenues from Contracts with Customers. The Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Significant judgments are required in determining the transaction price and the timing of revenue recognition.
Lease Revenue Recognition
Lease income from the American Tower Lease Agreement
is recognized on a straight-line basis over the lease term, including any renewal periods reasonably certain to be exercised, in accordance
with ASC 842, Leases. The lease provides for fixed monthly payments of $
Fair Value of Financial Instruments
The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:
| Level 1 | — | quoted prices (unadjusted) in active markets for identical assets or liabilities; |
| Level 2 | — | observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and |
| Level 3 | — | assets and liabilities whose significant value drivers are unobservable. |
The Company applies fair value accounting for all assets and liabilities that are recognized or disclosed at fair value in the financial statements. The carrying amounts reported in the financial statements for cash, accounts payables and accrued liabilities approximate their fair value due to their short-term nature.
Correction of Immaterial Error
During the third quarter of 2025, the Company identified immaterial missed share activity related to Q1 and Q2 2025. The error did not materially affect previously issued financial statements and has been corrected in the current quarter. The correction had no material impact on net income, earnings per share, or total equity. Management has evaluated the error under SAB No. 99 and ASC 250 and concluded that restatement of prior periods is not required.
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 September 30, 2025 and December 31, 2024,
the Company convertible promissory note – related party was convertible into
6
3. 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
The Company has continued to assess the realizability
of its Mineral rights. Based on an assessment the Company conducted during 2024, the Company decided the combined carrying value of its
land, mineral rights, and water rights of $
4. Developed Technology
On September 13, 2023, the Company executed an
agreement to acquire a
The Company determined the acquisition to be an asset acquisition under ASC 805, Business Combinations, as all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, the developed technology and exclusive license. The developed technology and exclusive license is a definite-lived intangible asset and is being amortized over the life of the patent life.
The total purchase consideration for the acquisition
of SWIS was $
During the three and nine months ended September
30, 2025, the Company recorded total amortization expense of and , respectively. During the three and nine months ended September
30, 2024, the Company recorded total amortization expense of $
During the Company’s ongoing assessment
of the carrying value of its developed technology in 2024, management determined that the asset’s book value of $
5. 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 majority shareholder of the Company. The initial LOC provided for borrowings up to $
On July 12, 2021, the LOC was amended (the “First Amendment”) to:
| ● | Increase the borrowing limit to $ | |
| ● | Extend the maturity date to | |
| ● | Reduce the conversion price to $ |
The First Amendment also granted GPR the option
to further increase the LOC by $
7
On January 5, 2023, the Company entered into a Second Amendment to the LOC (the “Second Amendment”) with GPR. The amendment significantly restructured the existing LOC agreement. Key terms of the Second Amendment included:
| ● | Increase in Borrowing Capacity: From $ | |
| ● | Extension of Maturity Date: To | |
| ● | Reduction in Conversion Price: From $ | |
| ● | Debt Consolidation: The following obligations, previously acquired by GPR, were formally consolidated into the LOC: |
| ● | Tina Gregerson Promissory Note: $ |
| ● | Krupp Note: $ |
| ● | Forbearance: GPR agreed to forbear from exercising rights under the loan documents, including foreclosure rights related to the Stephen Flechner Judgment and the Pure Path Capital Senior Secured Convertible Promissory Note, both of which had been previously purchased by GPR. The forbearance period extends through January 12, 2024. |
The Company evaluated the amendment under ASC
470-50 and ASC 470-60 and concluded it constituted a debt extinguishment, as the present value of the revised cash
flows exceeded the
On June 12, 2023, the Company entered into a Third Amendment to the LOC (the “Third Amendment”) with GPR. Key terms of the Third Amendment included:
| ● | Increase in Borrowing Capacity: From $ | |
| ● | Expansion of Collateral: The Deed of Trust and Security Agreement was amended to increase the secured amount from $ | |
| ● | Debt Consolidation: The following obligations, previously acquired by GPR, were formally consolidated into the LOC: |
| ● | The Pure Path Capital Senior Secured Convertible Promissory Note: $ | |
| ● | Stephen Flechner Judgment: $ |
The Company determined the amendment met the criteria for a troubled debt restructuring (TDR) under ASC 470-60, as the Company was experiencing financial difficulty and GPR granted a concession. The amendment was accounted for as a debt extinguishment under ASC 470-50, with no gain or loss recognized.
On August 2, 2023, GPR converted $
As of September 30, 2025 the outstanding balance
under the LOC consisted of $
During the nine months ended September 30, 2025
and 2024, the Company recognized non-cash borrowings of $
During the nine months ended September 30, 2025,
the Company had $
8
6. Related Parties
As part of its normal operations, the Company conducts financing through its largest shareholder, GPR. The details of the related party balances are disclosed as part of Note 5.
Granite Peak Resources, LLC
On March 16, 2020, the Company entered into a LOC agreement with GPR. GPR is a related party by virtue of its majority ownership of the Company’s common stock. Under the LOC, GPR has also paid expenses directly on behalf of the Company to support its operations.
During 2019 and 2021, GPR acquired several outstanding debt instruments and judgments originally held by third parties, including:
| ● | The Tina Gregerson Promissory Note, | |
| ● | The Peter Krupp Promissory Note, | |
| ● | The Pure Path Capital Senior Secured Convertible Promissory Note, and | |
| ● | The Stephen E. Flechner Judgment. |
On January 5, 2023, and June 12, 2023, the Company entered into the Second and Third Amendments, respectively, to the LOC with GPR. These amendments formally consolidated the above obligations into the LOC, which was subsequently converted into equity.
On August
2, 2023, and August 15, 2023, GPR converted a total of $
During the nine months ended September 30, 2025, the Company recorded:
| ● | $ | |
| ● | $ |
These amounts were added to the LOC principal balance.
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.
Launch IT, LLC
On September 13, 2023, the Company acquired
a
In connection with the acquisition, the Company
retained AJ Miller and Chris Laveson, both former owners of Launch IT, LLC, to continue supporting the SWIS business. AJ
Miller is an officer and Chris Laveson is a manager of SWIS subsidiary following the acquisition and both hold
9
Executive Consultants
During the nine months ended September 30, 2025, the Company entered into contractual arrangements with the following individuals to serve in executive capacities:
| ● | Michael Raabe, Chief Operating Officer | |
| ● | C. Derek Campbell, Chief Strategy Officer | |
| ● | Kelly Marshall, Chief Marketing Officer |
Each executive provides services under an independent contractor agreement. These individuals are considered related parties due to their executive roles and involvement in strategic decision-making.
The following table summarizes the amounts related to these related parties that were included in accounts payable – related party, accrued expenses – related party, expenses incurred, and cash paid during the periods ended September 30, 2025 and December 31, 2024:
| For the Three Months Ended September 30, 2025 | For the Three Months Ended September 30, 2024 | |||||||||||||||
| Related Party | Expense incurred | Amount paid | Expense incurred | Amount paid | ||||||||||||
| AJ Miller | $ | $ | $ | $ | ||||||||||||
| Michael Raabe | ||||||||||||||||
| Kelly Marshall | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| For
the Nine Months Ended September 30, 2025 | For
the Nine Months Ended September 30, 2024 | |||||||||||||||
| Related Party | Expense incurred | Amount paid | Expense incurred | Amount paid | ||||||||||||
| Launch IT, LLC | $ | $ | $ | |||||||||||||
| AJ Miller | ||||||||||||||||
| Chris Lavenson | ||||||||||||||||
| Michael Raabe | ||||||||||||||||
| Kelly Marshall | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| As of September 30, 2025 | As of December 31, 2024 | |||||||||||||||
| Related Party | AP as of | Accrued expense | AP as of | Accrued expense | ||||||||||||
| Launch IT, LLC | $ | $ | $ | $ | ||||||||||||
| AJ Miller | ||||||||||||||||
| Chris Lavenson | ||||||||||||||||
| Michael Raabe | ||||||||||||||||
| Kelly Marshall | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
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7. Stockholders’ Deficit and Mezzanine Equity
Preferred Stock
The Series A Preferred Stock is presented as mezzanine equity due to its rights and preferences.
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 $
| ● | 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 $ |
| ● | Any Liquidity Event in which the Company receives proceeds of $ |
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
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 September 30, 2025 and December 31, 2024,
the Company is authorized to issue
Voting Rights
Holders of our common stock are entitled to
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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
The following table summarizes the Company’s issuances of common stock during the period ended September 30, 2025 and 2024:
| Date | Shares Issued | Purpose | Fair Value per Share | Total Value | |||||||||||
| Q2 2024 | $ | (1)(2) | $ | ||||||||||||
| Q3 2024 | (1)(2) | ||||||||||||||
| Q3 2025 | (1)(2) | ||||||||||||||
| Q3 2025 | (1)(3) | ||||||||||||||
| Q3 2025 | (1)(2) | ||||||||||||||
| Q3 2025 | (1)(3) | ||||||||||||||
| 1) | ||
| 2) | ||
| 3) |
All issuances were accounted for in accordance with ASC 505-10 (Equity) and ASC 718 (Compensation—Stock Compensation), as applicable. o 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.
8. 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. |
12
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.
9. Segment Information
The Company views its operations and manages its
business in
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 follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company had the following subsequent events:
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of the Company. The Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and notes thereto for the quarter ended September 30, 2025. This report contains forward-looking statements or forward-looking information (collectively, “forward-looking statements”) made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as the safe harbor provisions of applicable Canadian securities legislation, that are based on management’s beliefs and assumptions and involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact.
Forward-looking statements can also be identified by words such as “future”, “anticipates”, “believes”, “projects”, “estimates”, “expects”, “intends”, “plans”, “predicts”, “will”, “should”, “would”, “could”, “can”, “may”, or similar terms. Forward-looking statements are not guarantees of future performance and ACRG’s actual results may differ significantly from the results discussed in the forward-looking statements. ACRG cautions that these statements are subject to numerous important risks, uncertainties, assumptions, and other factors, some of which are beyond ACRG’s control. These risks could cause ACRG’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to adverse macroeconomic conditions; geopolitical tensions; laws and policies resulting from change in federal government administration; impact of trade tarrifs; changes in consumer confidence and spending in response to economic volatility; our ability to develop and commercialize our products; our ability to integrate our acquisitions successfully into our business; supply chain disruptions that increase our costs and impair our ability to manufacture our products; our ability to attract and keep senior management and key scientific personnel; our ability to obtain and maintain intellectual property protection; the accuracy of our estimates regarding expenses, future revenues, and capital requirements; and the “Risk Factors” described in our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We undertake no duty to update any of these forward-looking statements after the date of this Form 10-Q to conform our prior statements to actual results or revised expectations, except as required by applicable law.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this Quarterly Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-looking Statements” for a discussion of the uncertainties and assumptions associated with these statements. Our actual results may differ materially from those discussed below.
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Business Overview
General
American Clean Resources Group, Inc. (“we,” “us,” “our,” “ACRG” or the “Company”) is an exploration stage company having offices in Lakewood, Colorado and, through its subsidiaries, a property in Tonopah, Nevada. Our business plan is to purchase equipment and build a facility on our Tonopah property to serve as a permitted custom processing toll milling facility (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 distill, 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 for us to commence operations.
Any reference herein to “ACRG” “the Company,” “we,” “our,” or “us” is intended to mean American Clean Resources Group, Inc., a Nevada corporation, and all of our subsidiaries unless otherwise indicated.
Subsidiaries
The Company has two wholly owned subsidiary, Aurielle Enterprises, Inc. (“AE”), a Nevada corporation and SWIS, LLC (“SWIS”), a Kentucky limited liability corporation.. AE has two wholly owned subsidiaries, Tonopah Resources, Inc., (“TR”) a Nevada corporation and Tonopah Custom Processing, Inc., (“TCP”) a Nevada corporation.
Results of Operations
Comparison of the Three Months Ended September 30, 2025 and 2024.
The following table summarized our results of operations for the periods presented:
| For the Three Months Ended | ||||||||||||||||
| September 30, | $ | % | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | $ | 377,181 | $ | 241,920 | 135,261 | 56 | % | |||||||||
| Total operating expenses | 377,181 | 241,920 | 135,261 | 56 | % | |||||||||||
| Loss from operations | (376,131 | ) | (241,920 | ) | (135,261 | ) | 56 | % | ||||||||
| Other income (expense): | ||||||||||||||||
| Other income | 2,414 | 2,098 | 316 | 15 | % | |||||||||||
| Interest expense | (129,101 | ) | (98,251 | ) | (30,850 | ) | 31 | % | ||||||||
| Total other expense, net | (126,687 | ) | (96,153 | ) | (30,534 | ) | 32 | % | ||||||||
| Loss before income tax provision | (503,868 | ) | (338,073 | ) | (165,795 | ) | 49 | % | ||||||||
| Income tax provision | - | - | - | - | ||||||||||||
| Net loss | $ | (503,868 | ) | $ | (338,073 | ) | (165,795 | ) | 49 | % | ||||||
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Revenues
We had no revenues from any operations for the three months ended September 30, 2025 and 2024. Furthermore, we do not anticipate any significant future revenue until we have sufficiently funded construction and begin operations.
General and Administrative Expenses
General and administrative expenses for the three months ended September 30, 2025, were $377,181, compared to $241,920 for the same period in 2024, representing an increase of approximately 56%. This increase was primarily driven by higher consulting and professional fees, which rose by $120,663 combined, reflecting expanded strategic initiatives, compliance efforts, and operational support. Engineering fees increased by $83,061 due to technical evaluations and site development, while accounting fees rose by $12,207 in connection with enhanced reporting and audit readiness. Additional increases included shareholder relations and travel expenses, which were up $12,021 combined, and general administrative costs, which increased by $14,403, driven by office supplies, rents, and participation in conferences and tradeshows.
These increases were partially offset by a significant decrease in amortization expense of $83,462, following the full amortization of the SWIS intangible asset in 2024. Legal fees declined by $18,323 due to reduced litigation and compliance activity, and board compensation decreased by $3,608. Other reductions were noted in dues and subscriptions, real estate taxes, and utilities. Management continues to monitor cost trends and expects general and administrative expenses to remain aligned with operational growth and strategic priorities.
Other Income and Expenses
Total other expense, net, for the three months ended September 30, 2025, was $126,687, compared to $96,153 for the same period in 2024, an increase of approximately 32%. The increase was primarily driven by higher interest expense (up $30,850, or 31%) resulting from additional borrowings during the current period, which increased cumulative principal outstanding to approximately $1.28 million by September 30, 2025, compared to $425,589 at December 31, 2024. The weighted average interest rate remained at 10%, and the increase reflects both the higher debt balance and the compounding effect of accrued interest.
Results of Operations
Comparison of the Nine Months Ended September 30, 2025 and 2024.
The following table summarized our results of operations for the periods presented:
| For the Nine Months Ended | ||||||||||||||||
| September 30, | $ | % | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | $ | 916,082 | $ | 768,547 | 147,535 | 19 | % | |||||||||
| Total operating expenses | 916,082 | 768,547 | 147,535 | 19 | % | |||||||||||
| Loss from operations | (916,082 | ) | (768,547 | ) | (147,535 | ) | 19 | % | ||||||||
| Other income (expense): | ||||||||||||||||
| Other income | 7,241 | 11,296 | (4,055 | ) | (36 | )% | ||||||||||
| Interest expense | (348,293 | ) | (278,072 | ) | (70,221 | ) | 25 | % | ||||||||
| Total other expense, net | (341,052 | ) | (266,776 | ) | (74,276 | ) | 28 | % | ||||||||
| Loss before income tax provision | (1,257,134 | ) | (1,035,323 | ) | (221,811 | ) | 21 | % | ||||||||
| Income tax provision | - | - | - | - | ||||||||||||
| Net loss | $ | (1,257,134 | ) | $ | (1,035,323 | ) | (221,811 | ) | 21 | % | ||||||
Revenues
We had no revenues from any operations for the nine months ended September 30, 2025 and 2024. Furthermore, we do not anticipate any significant future revenue until we have sufficiently funded construction and begin operations.
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General and Administrative Expenses
General and administrative expenses for the nine months ended September 30, 2025, were $916,082, compared to $768,547 for the same period in 2024, representing an increase of approximately 19%. The increase was primarily driven by higher consulting and professional fees, which rose by $202,165 combined, reflecting expanded strategic initiatives, compliance efforts, and operational readiness. Engineering fees increased by $232,255 due to technical evaluations and site development, while accounting fees rose by $21,078 to support expanded financial reporting requirements. Additional increases included dues and subscriptions increased by $13,705, and professional development increased by $12,875, as the Company enhanced investor communications and resumed in-person activities.
These increases were partially offset by a significant decrease in amortization expense of $250,897, following the full amortization of the SWIS intangible asset in 2024. Legal fees declined by $73,667 due to reduced litigation and compliance activity, and board compensation decreased by $14,333. Other reductions were noted in real estate taxes, utilities, sponsorships, and other administrative costs. Management continues to monitor cost trends and expects general and administrative expenses to remain aligned with operational growth and strategic priorities.
Other Income and Expenses
Total other expense, net, for the nine months ended September 30, 2025, was $341,052, compared to $266,776 for the same period in 2024, an increase of approximately 28%. The increase was primarily driven by higher interest expense (up $70,221, or 25%) resulting from additional borrowings during the current year, which increased cumulative principal outstanding from approximately $425,589 at December 31, 2024, to $1.28 million at September 30, 2025. The weighted average interest rate remained at 10%, and the increase reflects both the higher debt balance and the compounding effect of accrued interest over the period.
Liquidity and Capital Resources
Since inception, we have financed our operations from a combination of:
| ● | issuance and sales of our Class A common stock; |
| ● | issuance of promissory notes payable with related and non-related parties; |
| ● | issuance of convertible promissory notes payable with related and non-related parties; and |
| ● | cash advances from related parties |
We have experienced operating losses since our inception and had a total accumulated deficit of $114,811,071 as of September 30, 2025. We expect to incur additional cost and require additional capital as we continue to implement our expansion plan. During the nine months ended September 30, 2025, our cash used in operating activities was $851,844. During the nine months ended September 30, 2024, our cash used in operating activities was $111,906.
Known Trends and Uncertainties
As of September 30, 2024, our current assets were significantly less than our current liabilities, resulting in a working capital deficit. This deficit, along with recurring operating losses and negative cash flows from operations, raises substantial doubt about our ability to continue as a going concern for the next twelve months from the date these financial statements were issued. Our ability to continue as a going concern is dependent on our ability to obtain additional financing and to generate revenue and cash flow to meet our obligations on a timely basis. Management is actively seeking additional sources of capital, including debt and equity financing, and is evaluating cost containment measures to preserve liquidity. There is no assurance that such funding 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 $7,850 as of September 30, 2025. We do not currently generate positive operating cash flows. Our external sources of liquidity include related party financing (notably from GPR), potential equity issuances, and possible third-party debt arrangements. The Company does not have any off-balance sheet financing arrangements.
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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 September 30, 2025, the Company had no material commitments for capital expenditures. However, significant capital will be required to fund the construction of the Tonopah processing facility and the planned industrial park. The Company anticipates that these requirements will be met through a combination of equity and debt financing, as well as potential government grants and strategic partnerships. The general purpose of these expenditures is to advance the Company’s business plan, including the development of permitted custom processing toll milling operations and the ACRG Greenway to Power™ Renewable Energy Industrial Park.
Trends in Capital Resources and Changes in Mix/Cost
During the period, the Company’s capital structure shifted from debt to equity as a result of the conversion of the GPR line of credit into common stock. This reduced interest expense but increased shareholder dilution. The cost of capital remains high due to the Company’s financial condition and market volatility. Future financing may be more expensive or dilutive, and there is no assurance that such financing will be available on acceptable terms.
Risks and Uncertainties
The Company is subject to risks from inflation, rising interest rates, and volatility in capital markets, which may adversely affect its ability to raise capital. Additionally, the mining and renewable energy sectors are experiencing increased regulatory scrutiny and competition for funding, which could impact the Company’s liquidity and capital resources.
Convertible Promissory Notes Payable
On March 16, 2020, the Company executed a Line of Credit (“LOC”) with GPR, related party. The LOC is for up to $2,500,000, matures over three years and may be increased by up to another $1,000,000 and extended an additional two years, respectively, at GPR’s sole option. The LOC bears interest at 10% per annum, is convertible into shares of the Company’s common stock at a per share price of $0.04 based on the last closing sale price on the date of execution and will be secured by the real and personal property GPR already has under lien.
The Company entered into a Second Amendment and Forbearance Agreement with GPR on January 5, 2023 wherein GPR agreed to: (a) increase the existing LOC from $5,000,000 due March 16, 2025 to $35,000,000 due March 16, 2027, (b) roll two existing promissory notes (Tina Gregerson and Krupp notes) purchased by GPR into the LOC resulting in the extinguishment of such notes as separate instruments, and (c) to forebear until January 12, 2024, on exercising its foreclosure rights under its defaulted Senior Secured Note. The Company’s Board of Directors approved a revision in the conversion price at which the LOC may convert into the Company’s common stock from $1.65 per share to $1.05 per share, based upon the market price of the Company’s common stock over the 3 days preceding the agreement. GPR is the Company’s majority shareholder and largest debtholder. GPR holds a senior secured interest in all of the assets of the Company, including the stock of its subsidiary entities.
On June 12, 2023, the Company entered into a Third Amendment Agreement with GPR, wherein the LOC was increased to $52,500,000 and both the Senior Secured Promissory Note (previously held by PPMC and acquired in 2019) and the Flechner Judgment were rolled into the balance of the LOC and the Deed of Trust was increased to $250,000,000. The LOC bears interest at 10% per annum and is convertible into shares of the Company’s common stock at $2.00 per share and is secured by the Company’s real and personal property and its subsidiaries stock.
In furtherance of the preparation for the planned merger with the SMS Group, GPR converted a $5,250,000 portion of the LOC into 5 million shares of restricted common stock effective August 2, 2023. The remaining $4,969,551 balance of the LOC was converted into 4,732,906 shares of restricted common stock effective August 15, 2023. GPR now owns 10,542,989 shares of common stock, which is 73% of the Company’s outstanding shares of common stock, 511,324 of those shares are classified on the statements of stockholders’ deficit as shares issued in excess.
As of September 30, 2025 the outstanding principal and accrued interest balance was $1,284,563 and $84,576, respectively. During the nine months ended September 30, 2025, the Company had $0 and $134,862 expenses that were paid directly by GPR - related party and proceeds from convertible notes - related party, respectively. The Company’s convertible note line of credit with GPR was increased by this same amount.
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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 September 30, 2025, had an accumulated deficit of $114,811,071. For the nine months ended September 30, 2025, the Company sustained a net loss of $1,257,134. 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 achieving obtaining additional funding and may have to cease operations.
Cash Flows
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (851,844 | ) | $ | (111,906 | ) | ||
| Net cash provided by investing activities | 858,975 | 77,100 | ||||||
| Net cash provided by financing activities | - | - | ||||||
| Increase (decrease) in cash | $ | 7,131 | $ | (34,806 | ) | |||
Operating Activities
Net cash used in operating activities was $851,844 for the nine months ended September 30, 2025, primarily driven by the net loss of $1,257,134. This use of cash was partially offset by non-cash adjustments including common stock issued for services of $23,955, and changes in working capital such as a decrease in prepaid expenses of $6,798, an increase in accrued expenses of $106,314, an increase in accrued expenses – related party of $13,000, and increases in accrued interest and accrued interest-related party balances of $292,575 and $55,719, respectively. These were further offset by. The Company also recorded a decrease in accounts payable of $94,025.
In comparison, net cash used in operating activities was $111,906 for the nine months ended September 30, 2024, primarily due to the net loss of $1,035,323, an increase in prepaid expenses of $15,241, and a decrease in accounts payable – related party of $29,104. These uses of cash were partially offset by amortization expense of $250,386, common stock issued for services of $30,488, and increases in accounts payable of $408,817, accrued interest of $259,645, and accrued interest – related parties of $18,426.
Investing Activities
For the nine months ended September 30, 2025, and 2024 the Company conducted no investing activities.
Financing Activities
Net cash provided by financing activities was $858,975 for the nine months ended September 30, 2025, primarily attributable to proceeds from convertible promissory notes issued to a related party. For the same period in 2024, net cash provided by financing activities was $77,100, also primarily due to proceeds from convertible promissory notes issued to a related party.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates, inflation, and regulatory.
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Interest Rate Risk
As of September 30, 2025, 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
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s 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 disclosures. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.
Under the supervision of, and the participation of, our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were not effective as of September 30, 2025, because of the identification of the material weaknesses in internal control over financial reporting described below. Notwithstanding the material weaknesses that existed as of September 30, 2025, our Chief Executive Officer and Chief Financial Officer have each concluded that the consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We are currently taking steps to remediate such material weaknesses as described below.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
| ● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; |
| ● | Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
| ● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, 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 the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), as of June 30, 2024.
As a result of our continued material weaknesses described below, management has concluded that, as of September 30, 2025, our internal control over financial reporting was not effective based on the criteria in “Internal Control-Integrated Framework” issued by COSO.
Material Weaknesses in Internal Control over Financial Reporting
A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment, management identified the following control deficiencies, which were previously identified, that still represent material weaknesses as of September 30, 2025:
| ● | The Company, at times in the past prior to the period covered by this annual statement, entered into material transactions without timely obtaining the appropriate signed agreements, stock certificates and board approval prior to releasing cash funds called for by the transaction. Management believes the approval process currently in place is sufficient to alleviate any misappropriation of funds and will change procedures if and when circumstances indicate they are needed. Although the Company has taken steps to prevent this from happening by utilizing an escrow agent, agreements entered into by prior management will continue to cause an issue until such prior agreements terminate or expire. |
| ● | Management did not design and maintain effective control relating to the quarter end closing and financial reporting process due to lack of evidence of review surrounding various account reconciliations and properly evidenced journal entries. Due to the Company’s limited resources, the Company has insufficient personnel resources and technical accounting and reporting expertise to properly address all of the accounting matters inherent in the Company’s financial transactions. Additionally, though the Company has recently formed a formal audit committee, the Company has not yet formalized processes and controls that would provide proper board oversight role within the financial reporting process. Management continues to search for additional board members that are independent and can add financial expertise and intends to formalize oversight processes in this area in an effort to remediate part of this material weakness. |
| ● | The Company’s change in management, board members and officer positions resulting in changes of the responsible person for certain duties has caused delays in the timely review of financial data and banking information. The Company has very limited review procedures in place. This material weakness, previously identified, continued in 2024 as a result of additional management changes. Management plans to establish a more formal review process by the board members in an effort to reduce the risk of fraud and financial misstatements. |
We are in the process of establishing certain steps in response to the identification of these material weaknesses that should result in certain changes in our internal control over financial reporting, but due to the Company’s limited funds and inability to add certain staff personnel, the changes may be limited and may also not be completely effective. There were no additional material weaknesses noted during the quarter ended September 30, 2025.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings
We know of no active or pending legal proceedings against us, nor are we involved as a plaintiff in any proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party 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
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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.
| ** | Filed herewith electronically |
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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: November 6, 2025 | By: | /s/ Tawana Bain |
| Tawana Bain | ||
| Chief Executive Officer | ||
Each person whose signature to this Quarterly Report appears below hereby constitutes and appoints Tawana Bain and Sharon L. Ullman 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 | November 6, 2025 | ||
| Tawana Bain | ||||
| /s/ Sharon Ullman | Chief Financial Officer and Director | November 6, 2025 | ||
| Sharon Ullman |
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Exhibit 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
American Clean Resources Group, Inc. (the “Company” or “we” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, our common stock, par value $0.001 per share (the “common stock”).
Description of Common Stock
The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Amended and Restated Articles of Incorporation (the “articles of incorporation”) and our Amended and Restated Bylaws (the “bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. We encourage you to read our articles of incorporation, our bylaws and the applicable provisions of the Nevada Revised Statutes (the “NRS”) for additional information.
Authorized Share Capital. The Company’s authorized capital stock consists of 500,000,000 shares of common stock, par value $0.001 per share.
Voting. 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 Preferences. 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.
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.
Listing
Our shares of common stock are traded on the OTC Markets of the over-the-counter market under the symbol “ACRG”.
Exhibit 31.1
AMERICAN CLEAN RESOURCES GROUP, INC.
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tawana Bain, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Clean Resources Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ Tawana Bain | |
| Tawana Bain, Chief Executive Officer | ||
| (Principal Executive Officer) |
Date: November 6, 2025
Exhibit 31.2
AMERICAN CLEAN RESOURCES GROUP, INC.
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sharon Ullman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Clean Resources Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ Sharon Ullman | |
| Sharon Ullman, Chief Financial Officer | ||
| (Principal Executive Officer) |
Date: November 6, 2025
Exhibit 32.1
AMERICAN CLEAN RESOURCES GROUP, INC.
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report on Form 10-Q of American Clean Resources Group, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
| By: | /s/ Tawana Bain | |
| Tawana Bain | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Date: November 6, 2025
Exhibit 32.2
AMERICAN CLEAN RESOURCES GROUP, INC.
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report on Form 10-Q of American Clean Resources Group, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
| By: | /s/ Sharon Ullman | |
| Sharon Ullman | ||
| Chief Financial Officer | ||
| (Principal Executive Officer) |
Date: November 6, 2025