UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
☒ QUARTERLY REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
OR
☐ TRANSITION REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition from _______to _______________
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 | | (I.R.S. Employer |
| Incorporation or Organization) | | Identification Number) |
12567 West Cedar Drive, Lakewood, CO 80228-2039
(Address of Principal Executive Offices)
(888) 960-7347
(Issuer’s Telephone Number, Including Area
Code)
611 Walnut Street, Gadsden, Alabama 35901
(Former Name, Former Address and Former Fiscal
Year, If Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which
registered |
| Common Stock $0.001 par value | | ACRG | | OTC |
Indicate by check mark whether the Registrant:
(1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the issuer 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 7(a)(2)(B) of the Securities Act: ☐
Indicate by check mark whether the Registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of August 18,
2023, there were 12,918,760 shares of common stock outstanding which is the Registrant’s only class of voting stock.
Documents incorporated by reference.
AMERICAN CLEAN RESOURCES GROUP, INC.
FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023
TABLE OF CONTENTS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q contains certain
statements which are forward-looking in nature and are based on the current beliefs of our management as well as assumptions made by and
information currently available to management, general trends in our operations or financial results, plans, expectations, estimates and
beliefs. In addition, when used in this Form 10-Q, the words “may,” “could,” “should,” “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “plan,” “predict” and
similar expressions and their variants, as they relate to us or our management, may identify forward-looking statements. These statements
reflect our judgment as of the date of this Form 10-Q with respect to future events, the outcome of which is subject to risks. We have
attempted to identify, in context, certain of the factors that we believe may cause actual future experience and results to differ materially
from our current expectations, which may have a significant impact on our business, operating results, financial condition or your investment
in our common stock, as described in Part II, Item 1A entitled “Risk Factors” in our Annual Report on Form 10-K for the year
ended December 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on April 17, 2023.
Readers are cautioned that
these forward-looking statements are inherently uncertain. Should one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results or outcomes may vary materially from those described herein.
We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However,
your attention is directed to any further disclosures made on related subjects in our subsequent periodic reports filed with the SEC on
Forms 10-K, 10-Q and 8-K.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN CLEAN RESOURCES GROUP, INC.
CONDENSED
Consolidated Balance Sheets
| |
|
June 30,
2023 |
|
|
December 31,
2022 |
|
| |
|
(unaudited) |
|
|
|
|
| Assets |
|
|
|
|
|
|
| Current assets: |
|
|
|
|
|
|
| Cash |
|
$ |
716 |
|
|
$ |
1,251 |
|
| |
|
|
|
|
|
|
|
|
| Total current assets |
|
|
716 |
|
|
|
1,251 |
|
| |
|
|
|
|
|
|
|
|
| Mining and mineral rights |
|
|
3,883,524 |
|
|
|
3,883,524 |
|
| |
|
|
|
|
|
|
|
|
| Total Assets |
|
$ |
3,884,240 |
|
|
$ |
3,884,775 |
|
| |
|
|
|
|
|
|
|
|
| Liabilities and Shareholders’ Deficit |
|
|
|
|
|
|
|
|
| Current Liabilities: |
|
|
|
|
|
|
|
|
| Senior secured convertible promissory note payable, related party |
|
$ |
— |
|
|
$ |
2,229,187 |
|
| Promissory note payable, related party |
|
|
— |
|
|
|
477,500 |
|
| Convertible promissory note payable, related party |
|
|
10,238,404 |
|
|
|
1,299,527 |
|
| Accrual for settlement of lawsuits, related party |
|
|
— |
|
|
|
3,703,736 |
|
| Accounts payable |
|
|
1,075,042 |
|
|
|
1,132,614 |
|
| Accrued interest, related party $182,282 and $2,286,109 at June 30, 2023 and December 31, 2022 |
|
|
1,654,612 |
|
|
|
3,508,735 |
|
| Total current liabilities |
|
|
12,968,058 |
|
|
|
12,351,299 |
|
| |
|
|
|
|
|
|
|
|
| Commitments and Contingencies (Note 7) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Preferred stock, Series A, $ .001 par value, 50,000,000 shares authorized: 10,000,000 shares issued and outstanding at June 30, 2023 and December 31, 2022 |
|
|
10,000,000 |
|
|
|
10,000,000 |
|
| |
|
|
|
|
|
|
|
|
| Shareholders’ deficit: |
|
|
|
|
|
|
|
|
| Common stock, $0.001 par value, 500,000,000 shares authorized: 2,674,530 issued and outstanding at June 30, 2023 and December 31, 2022 |
|
|
2,674 |
|
|
|
2,674 |
|
| Additional paid-in capital |
|
|
88,061,298 |
|
|
|
88,061,298 |
|
| Accumulated deficit |
|
|
(107,147,790 |
) |
|
|
(106,530,496 |
) |
| Total shareholders’ deficit |
|
|
(19,083,818 |
) |
|
|
(18,466,524 |
) |
| |
|
|
|
|
|
|
|
|
| Total Liabilities and Shareholders’ Deficit |
|
$ |
3,884,240 |
|
|
$ |
3,884,775 |
|
The accompanying footnotes are an integral part
of these unaudited condensed consolidated financial statements.
AMERICAN CLEAN RESOURCES GROUP, INC.
CONDENSED
Consolidated STATEMENTS OF OPERATIONS
(Unaudited)
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
June 30,
2023 | | |
June 30,
2022 | | |
June 30,
2023 | | |
June 30,
2022 | |
| | |
| | |
| | |
| | |
| |
| Revenues | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| General and administrative | |
| 164,445 | | |
| 184,848 | | |
| 206,565 | | |
| 311,706 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total operating expenses | |
| 164,445 | | |
| 184,848 | | |
| 206,565 | | |
| 311,706 | |
| Loss from operations | |
| (164,445 | ) | |
| (184,848 | ) | |
| (206,565 | ) | |
| (311,706 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Other income | |
| 2,099 | | |
| 2,099 | | |
| 4,198 | | |
| 4,198 | |
| Gain on derecognition of debt | |
| — | | |
| — | | |
| 57,572 | | |
| — | |
| Interest expense | |
| (259,590 | ) | |
| (184,961 | ) | |
| (472,499 | ) | |
| (367,659 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Total other expense, net | |
| (257,491 | ) | |
| (182,862 | ) | |
| (410,729 | ) | |
| (363,461 | ) |
| Loss before income tax provision | |
| (421,936 | ) | |
| (367,710 | ) | |
| (617,294 | ) | |
| (675,167 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income tax provision | |
| — | | |
| — | | |
| — | | |
| — | |
| Net loss | |
$ | (421,936 | ) | |
$ | (367,710 | ) | |
$ | (617,294 | ) | |
$ | (675,167 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic net loss per common share | |
$ | (0.16 | ) | |
$ | (0.14 | ) | |
$ | (0.23 | ) | |
$ | (0.25 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic weighted average common shares outstanding | |
| 2,674,530 | | |
| 2,674,530 | | |
| 2,674,530 | | |
| 2,674,530 | |
The accompanying footnotes are an integral part
of these unaudited condensed consolidated financial statements.
AMERICAN CLEAN RESOURCES GROUP, INC.
CONDENSED
Consolidated STATEMENTS OF CASH FLOWS
(Unaudited)
| | |
For the six months ended | |
| | |
June 30,
2023 | | |
June 30,
2022 | |
| Cash flows from operating activities: | |
| | |
| |
| Net loss | |
$ | (617,294 | ) | |
$ | (675,167 | ) |
| Adjustments to reconcile net loss to cash flows provided by operating activities: | |
| | | |
| | |
| Gain on derecognition of certain debt | |
| (57,572 | ) | |
| — | |
| Expenses paid and notes and judgment acquired directly by related party | |
| 159,283 | | |
| 247,942 | |
| Changes in operating assets and liabilities - | |
| | | |
| | |
| Reduction of accrued interest | |
| 472,499 | | |
| 58,751 | |
| Accrued expenses | |
| — | | |
| 262,744 | |
| Reduction in provision for settlement of lawsuit | |
| 42,549 | | |
| 104,915 | |
| | |
| | | |
| | |
| Net cash used in operating activities | |
| (535 | ) | |
| (815 | ) |
| Cash flows from investing activities: | |
| — | | |
| — | |
| Cash flows from financing activities: | |
| | | |
| | |
| Proceeds from convertible debentures | |
| — | | |
| — | |
| | |
| | | |
| | |
| Net cash provided by financing activities | |
| — | | |
| — | |
| | |
| | | |
| | |
| Decrease in cash | |
| (535 | ) | |
| (815 | ) |
| Cash, beginning of period | |
| 1,251 | | |
| 2,363 | |
| Cash, end of period | |
$ | 716 | | |
$ | 1,548 | |
| | |
| | | |
| | |
| Supplemental cash flow disclosures | |
| | | |
| | |
| Advances from related party to pay expenses on Company’s behalf | |
$ | 162,404 | | |
$ | 247,942 | |
| Consolidation of debt and accrued interest due to related party | |
$ | 8,779,594 | | |
| — | |
The accompanying footnotes are an integral part
of these unaudited condensed consolidated financial statements.
AMERICAN CLEAN RESOURCES GROUP, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED June 30, 2023 AND 2022
| | |
Common Stock | | |
| | |
Accumulated | | |
| |
| | |
Shares | | |
Amount | | |
APIC | | |
Deficit | | |
Total | |
| Balance at December 31, 2021 | |
| 2,674,530 | | |
$ | 2,674 | | |
$ | 88,061,298 | | |
$ | (105,477,856 | ) | |
$ | (17,413,884 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| — | | |
| — | | |
| — | | |
| (675,167 | ) | |
| (675,167 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance at June 30, 2022 | |
| 2,674,530 | | |
$ | 2,674 | | |
$ | 88,061,298 | | |
$ | (106,153,023 | ) | |
$ | (18,089,051 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance at December 31, 2022 | |
| 2,674,530 | | |
$ | 2,674 | | |
$ | 88,061,298 | | |
$ | (106,530,496 | ) | |
$ | (18,466,524 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| — | | |
| — | | |
| — | | |
| (617,294 | ) | |
| (617,294 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance at June 30, 2023 | |
| 2,674,530 | | |
$ | 2,674 | | |
$ | 88,061,298 | | |
$ | (107,146,790 | ) | |
$ | (19,083,818 | ) |
The accompanying footnotes are an integral part
of these unaudited condensed consolidated financial statements.
AMERICAN CLEAN RESOURCES GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2023
(unaudited)
NOTE 1 – NATURE
OF BUSINESS
American Clean Resources
Group, Inc. (“we,” “us,” “our,” “ACRG” or the “Company”) is an exploration
stage company, incorporated in Nevada having an office in Lakewood, Colorado and through its subsidiary, a property in Tonopah, Nevada.
The business plan is to purchase equipment and build a facility on the 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 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.
Going Concern
The accompanying condensed consolidated financial statements have been
prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), assuming
we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course
of business. For the six months ended June 30, 2023, the Company incurred net losses from operations of $617,294. At June 30, 2023, the
Company had an accumulated deficit of $107,147,790 and a working capital deficit of $12,967,342. In addition, virtually all of the Company’s
assets are encumbered or pledged under a senior secured convertible promissory note payable to a related party. These circumstances raise
substantial doubt about the Company’s ability to continue as a going concern. Our ability to continue as a going concern is dependent
on our ability to raise the required additional capital or debt financing to meet short and long-term operating requirements. During the
six months ended June 30, 2023, the Company had $162,404 of expenses, and $8,938,877 of notes payable and accrued interest, plus a legal
judgement sold by their holders, that were purchased directly by Granite Peak Resources, LLC (“GPR”), a related party and
the Company’s convertible line of credit with GPR was increased by this same amount. During the year ended December 31, 2022, the
Company had $314,433 of expenses that were paid directly by GPR, a related party and the Company’s convertible line of credit with
GPR was increased by this same amount. (See Note 4).
Management believes that
private placements of equity capital and/or additional debt financing will be needed to fund our long-term operating requirements. The
Company may also encounter business endeavors that require significant cash commitments or unanticipated problems or expenses that could
result in a requirement for additional cash. If the Company raises additional funds through the issuance of equity or convertible debt
securities, the percentage ownership of our current shareholders could be reduced, and such securities might have rights, preferences,
or privileges senior to our common stock. Additional financing may not be available on acceptable terms, or at all. If adequate funds
are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors
or opportunities, which could significantly and materially restrict our operations. We are continuing to pursue external financing alternatives
to improve our working capital position. If the Company is unable to obtain the necessary capital, the Company may have to cease operations.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Principles of Consolidation
The accompanying unaudited condensed consolidated
financial statements include the accounts of American Clean Resources Group Inc. (“ACRG”) and its wholly owned subsidiary
Aurielle Enterprises Inc. (“AE”) and its wholly owned subsidiaries, Tonopah Custom Processing, Inc., (“TCP”) and
Tonopah Resources, Inc. (“TR”). All significant intercompany transactions, accounts and balances have been eliminated in consolidation.
Basis of Presentation
The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with U.S. GAAP, for interim financial information pursuant to the rules and regulations
of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes
required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto included in our Form 10-K for the year ended December
31, 2022, filed April 17, 2023. In the opinion of management, all adjustments (consisting of normal recurring adjustments unless otherwise
indicated) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June
30, 2023, are not necessarily indicative of the results that may be expected for the year as a whole.
Cash
We maintain our cash
in high-quality financial institutions. The balances, at times, may exceed federally insured limits, however the Company has not experienced
any losses with respect to uninsured balances.
Long-Lived Assets
The Company annually
evaluates the carrying value of long-lived assets to be held and used, including but not limited to, mineral properties, mine tailings,
mine dumps, capital assets and intangible assets, or sooner when events and circumstances warrant such a review. The carrying value of
a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is
less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value
of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the
risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for
the cost to dispose.
Impairment of Long-Lived Assets and Long-Lived Assets
The Company will periodically evaluate the carrying
value of long-lived assets to be held and used, including but not limited to, mineral properties, mine tailings, mine dumps, capital assets
and intangible assets, when events and circumstances warrant such a review and at least annually. The carrying value of a long-lived asset
is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying
value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset.
Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on
long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost of disposition.
Use of Estimates
Preparing condensed
consolidated 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.
Revenue Recognition
and Deferred Revenue
As of June 30, 2023 and
December 31, 2022, 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.
Financial Instruments
The carrying amounts
for all financial instruments approximates fair value. The carrying amounts for cash, accounts payable and accrued liabilities approximated
fair value because of the short maturity of these instruments. The fair value of short-term debt is approximated at their carrying amounts
based upon the expected borrowing rate for debt with similar remaining maturities and comparable risk.
Loss per Common Share
Basic earnings (loss)
per common share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding
during the periods presented. Diluted earnings per common share is determined using the weighted average number of common shares outstanding
during the periods presented, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued
upon exercise of options, warrants and conversion of convertible debt. In periods where losses are reported, the weighted average number
of common shares outstanding excludes common stock equivalents, because their inclusion would be antidilutive.
At June 30, 2023, and December 31, 2022, the number of equivalent shares
of convertible notes payable of 10,030,236 and 846,499 respectively, were excluded from the diluted weighted average common share calculation
due to the antidilutive effect such shares would have on net loss per common share.
Income Taxes
Income taxes are
accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the
difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred
tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as
provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or
minus the change in deferred tax assets and liabilities during the period.
Accounting guidance requires
the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely
than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount
recognized in the consolidated financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized
upon ultimate settlement with the relevant tax authority. The Company believes its income tax filing positions and deductions
will be sustained upon examination and accordingly, no reserves, or related accruals for interest and penalties have been recorded at
December 31, 2022 and June 30, 2023. The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received
from favorable tax settlements within income tax expense.
Recent Accounting Standards
During the year ended
December 31, 2022, and through the date of filing, there were several new accounting pronouncements issued by the Financial Accounting
Standards Board (“FASB”). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management
does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s
consolidated financial statements.
Mineral Properties
Mineral property acquisition costs are recorded
at cost and are deferred until the viability of the property is determined. No properties have produced operating revenues at this time.
Exploration, mineral property evaluation, option payments, related acquisition costs for mineral properties acquired under an option agreement,
general overhead, administrative and holding costs to maintain a property on a care and maintenance basis are expensed in the period they
are incurred. When reserves are determined for a property and a bankable feasibility study is completed, subsequent exploration and development
costs on the property would be capitalized. If a project were to be put into production, capitalized costs would be amortized on the unit
of production basis.
Management reviews the net carrying value of each
mineral property as changes may materialize with a property or at a minimum, on an annual basis. Where information and conditions suggest
impairment, estimated future net cash flows from each property are calculated using estimated future prices, proven and probable reserves
and value beyond proven and probable reserves, and operating, capital and reclamation costs on an undiscounted basis. If it is determined
that the future cash flows are less than the carrying value, a write-down to the estimated fair value is made with a charge to loss for
the period. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses
if the carrying value can be recovered.
Management’s estimates of gold prices, recoverable
reserves, probable outcomes, operating capital, and reclamation costs are subject to risks and uncertainties that may affect the recoverability
of mineral property costs.
The Company does not own any mining claims. It
owns tailings located on the Tonopah property and the rights to some tailings located in Manhattan, Nevada. The Company has not disturbed
or processed any of this material, but recently authorized GPR to examine the economic feasibility of processing the tailings to reclaim
their residual content of valuable metals in exchange for the exclusive right to process the tailings should their economic assessment
prove positive. The terms of such processing to be mutually agreed upon between GPR and the Company in the future based on the results
of the assessment. In addition, the Company and Sustainable Metal Solutions, LLC (“SMS”), an affiliate of GPR, previously
agreed to form a joint venture into which the Company would have contributed the solar energy rights attributable to its 1,086 acres in
exchange for SMS’s agreement to develop, manage and underwrite the venture, as the Company and SMS are in contract for the Company’s
acquisition of SMS, the Company intends to incorporate solar energy production into its planned operations.
Management’s
Evaluation of Subsequent Events
The Company evaluates
events that have occurred after the condensed consolidated balance sheet date of June 30, 2023, through the date which the consolidated
financial statements were issued. Based upon the review, other than described in Note 9 – Subsequent Events, the Company did not
identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated
financial statements.
NOTE 3 – MINING AND 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 has continued to assess the realizability
of its mining and mineral rights. Based on an assessment the Company conducted in January 2023, the Company believes the carrying value
of the rights recorded on its books is not impaired. However, the Company determined that its land, mineral rights, and water rights of
$3,883,524 were fairly stated and not exposed to impairment.
NOTE 4 – CONVERTIBLE PROMISSORY NOTE(S)
PAYABLE, RELATED PARTY
On March 16, 2020 the Company executed a Line
of Credit (“LOC”) with Granite Peak Resources, LLC (“GPR”), a related party, evidenced by a convertible promissory
note. 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 at GPR’s sole option. The LOC is for funding operating expenses critical to the Company’s basic operations and redirection
and all requests for funds may be approved or disapproved in GPR’s sole discretion. The LOC bears interest at 10% per annum, was
convertible into shares of the Company’s common stock at a per share price of $1.65 and is secured by the real and personal property
of the Company and its subsidiaries, and the subsidiaries’ stock GPR already has under lien (See Note 8).
The Company entered into an 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 and the judgement purchased by GPR into the LOC resulting in the extinguishment
of such notes and judgement as separate instruments, and (c) to forebear until January 12, 2024, on exercising its foreclosure rights
under its 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. Effective 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 Pure Path and acquired in 2019- see the Company’s 10-K for 2022) and the Flechner Judgment (defined
in Note 7 below) were rolled into the balance of the LOC and the Deed of Trust was increased to $250,000,000.
Advances by GPR to pay directly certain
operating expenses, reduce certain accounts payable, or acquire certain notes payable on the Company’s behalf have been
included in the convertible promissory issued by the Company in connection with the LOC and classified accordingly in the
accompanying consolidated condensed financial statements. During the six months ended June 30, 2023, the Company had $162,404
of expenses, and $8,938,877 of notes payable and accrued interest, and a legal judgment sold by their respective holders, that were
purchased directly by GPR, a related party and the Company’s convertible line of credit with GPR was increased by this same
amount. During the year ended December 31, 2022, the Company had $162,404 of expenses that were paid directly by GPR, and the
Company’s convertible line of credit with GPR was increased by this same amount of the related accounts payable and
liabilities. At June 30, 2023 and December 31, 2022 the balance due GPR under the LOC is $10,238,404 and $1,199,527 principal and
$293,344 and $184,928 accrued interest, respectively.
The entire balance of the LOC was converted into
shares of restricted common stock of the Company in August 2023. See Subsequent Events.
NOTE 5 – PREFERRED STOCK – SERIES
A
The Series A Preferred Stock is presented as mezzanine
equity due to its rights and preference. The Attributes of the Series A Preferred Stock are included in the Company’s Annual Statement
on Form 10-K.
NOTE 6 – COMMON
STOCK
Common Stock -
Option Grants
The Company recorded no compensation expense for
the six months ended June 30, 2023 and 2022. As of June 30, 2023, there was $0 in unrecognized compensation expense.
The Company did not grant any options during the
six months ended June 30, 2023, none expired, and none were cancelled. There are no unvested options as of June 30, 2022.
For warrants granted to non-employees in exchange
for services, the Company recorded the fair value of the equity instrument using the Black-Scholes pricing model unless the value of the
services is more reliably measurable.
The Company did not grant any warrants during
the six months ended June 30, 2023 and no warrants were exercised, 5,000 expired, and none were cancelled. At June 30, 2022 there were
5,000 warrants outstanding, with exercise prices of $56.00, a weighted exercise price of $56.00 and a weighted remaining contractual life
of 0.9 years.
The aggregate intrinsic value of the 5,000 outstanding
and exercisable warrants at June 30, 2023 and December 31, 2022 was $0. The intrinsic value is the difference between the closing stock
price on June 30, 2023 and December 31, 2022, and the exercise price, multiplied by the number of in-the-money warrants had all warrant
holders exercised their warrants on June 30, 2023 or June 30, 2022.
Common Stock issued
on exercise of stock options
None.
Sale of Common Stock
None.
Option Grants
During the year ended December 31, 2022 and the
three and six months ended June 30, 2023, there were no option grants issued, cancelled, or outstanding.
Common Stock Purchase Warrants
For warrants granted to non-employees in exchange
for services, the Company recorded the fair value of the equity instrument using the Black-Scholes pricing model unless the value of the
services is more reliably measurable.
During the year ended December 31, 2022 and the
six months ended June 30, 2023, there were no stock purchase warrants issued, cancelled, or outstanding.
The aggregate intrinsic value of the outstanding
and exercisable warrants at December 31, 2023 and 2022, respectively, was $0. The intrinsic value is the difference between the closing
stock price on December 31, 2023, and 2022 and the exercise price, multiplied by the number of in-the-money warrants had all warrant
holders exercised their warrants on December 31, 2023, and 2022 is $0.
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Merger with SMS
On January 10, 2022,
the Company executed a definitive agreement to acquire a controlling interest in Sustainable Metal Solutions, LLC (“SMS”)
and its subsidiaries (collectively referred to as the “SMS Group”). Closing of the acquisition of the SMS Group is subject
to due diligence. The purchase price for the controlling interest of the SMS Group will be determined based on the price of ACRG common
stock on the date of Closing, such date to be decided by the Parties in good faith after all conditions precedent are met. The Company
will file a registration statement with the Securities and Exchange Commission (“SEC”) covering all shares of common stock
issued in connection with this transaction. is committed to being a leading environmental development platform with a focus on producing
carbon neutral precious minerals and metals by adhering to a set of clear environmental, social and governance (“ESG”) procedures
and policies. The SMS Group is active in the exploration and advancement of mining rights to metals and minerals that may be refined and
marketed using the most efficient and sustainable sources of clean energy and operating methods to promote clean land, clean water, and
clean air conservation. The SMS Group is working with various technologies to extract valuable metals and minerals efficiently and responsibly,
both by mining them from their original underground state and by processing them from historically abandoned mine tailings containing
substantial amounts of valuable metals and minerals. These metals were overlooked by earlier mining operations due to less developed separation
technologies available at that time and the high cost of moving and reprocessing them. Management of the SMS Group believes that recovering
metals and minerals from previously discarded tailings enhances the domestic supply of such metals and minerals at a lower economic cost
than importation or traditional domestic mining operations. Additionally, SMS Management believes this will also enables the revitalization
of the environment and helps mitigate our carbon footprint. The land, tailings, soil, and material left behind after processing may be
repurposed as fill for housing development, land conservation efforts, and road fill, thereby promoting environmental stewardship with
sensible land use and biodiversity.
The business of the SMS
Group 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.
The SMS Group agreed to the Company’s independent accountants
review and audit its financial statements for 2021, 2022, and 2023, and to assist in the financial disclosure requirements required by
the SEC. As previously disclosed, this is a complex audit and is still in process.
In addition, the SK 1300,
a comprehensive independent engineering report on SMS's mineral reserves at December 2021, 2022, and 2023, required by the SEC, are being
completed; another necessary step in preparing the merger disclosure documents to solicit ACRG’s shareholder approval of the planned
business combination.
Legal Matters
Stephen E. Flechner
v. Standard Metals Processing, Inc.
On August 12, 2015 the United Stated District
Court for the District of Colorado issued a judgment in favor of Stephen E. Flechner. An amended final judgment was ordered in adjudication
of the Complaint by the U.S. District Court for the District of Colorado (the “Court”) on August 28, 2015 in favor of Flechner
(“Flechner Judgment”).
On November 29, 2021,
the Company was notified that its majority shareholder, GPR, had executed definitive documents with Stephen E. Flechner to acquire his
judgment against the Company. Documents have been filed with the Court to reflect this acquisition.
On June 12, 2023 the
Company and GPR agreed to roll the balance of the Judgment into the LOC.
NOTE 8 – related
party TRANSACTIONS
As further detailed in Note 4, in March 2020,
the Company executed a Line of Credit (“LOC”) with GPR, a related party, evidenced by a 10% convertible promissory note. The
LOC was for up to $2,500,000, matured 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, like the Secured Note, is secured by all the Company’s assets including
a pledge of 100% of its subsidiaries’ stock. As such, the LOC’s outstanding balance and accrued interest increase the amount
of secured debt owned by GPR.
The Company entered into an Amendment and Forbearance
Agreement with GPR effective July 12, 2021, wherein the LOC was increased to $5,000,000, the due date was extended to March 16, 2025 with
an option to increase the LOC by an additional $5,000,000 with an extension for five additional years and the exercise price was reduced
to $1.65 per share based on the current market price. 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 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 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.
Effective 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 Convertible Note (previously held by Pure Path) and the Flechner Judgment (defined in Note 7) were rolled into
the balance of the LOC and the Deed of Trust was increased to $250,000,000.
The entire balance of the LOC was converted into
shares of restricted common stock of the Company in August 2023. See Subsequent Events.
NOTE 9 – SUBSEQUENT
EVENTS
In furtherance of the
preparation for the planned merger with the SMS Companies, Granite Peak Resources, LLC converted a $5,250,000 portion of the LOC into
5 million shares of restricted common stock effective August 2, 2023. The remaining $5,506,441 balance of the LOC was converted into 5,244,230
shares of restricted common stock effective August 15, 2023. GPR now owns 11,731,991 shares of common stock which is 90.8% of the Company’s
outstanding shares of common stock.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management discussion and analysis
of financial condition and results of operations should be read in connection with the accompanying unaudited condensed financial statements
and related notes thereto included elsewhere in this report and the audited consolidated financial statements and notes thereto included
in the Company’s Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on April 17, 2023.
Cautionary Notice Regarding Forward Looking
Statements
Readers are cautioned that the following discussion
contains certain forward-looking statements and should be read in conjunction with the “Special Note Regarding Forward-Looking Statements”
appearing at the beginning of this Quarterly Report.
The information contained in this Item 2 contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result
of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected
in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct
or that actual results will not be different from expectations expressed in this report.
As used in this Quarterly Report on Form 10-Q
and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our” refer to American
Clean Resources, Inc. and our wholly owned subsidiary, Aurielle Enterprises Inc. (“AE”), and AE’s wholly owned subsidiaries
Tonopah Custom Processing, Inc. (“TCP”) and Tonopah Resources, Inc. (“TR”). Unless otherwise specified, all dollar
amounts are expressed in United States dollars.
Corporate History
We were incorporated in the State of Colorado
on July 10, 1985 and re-domiciled in Nevada in March 2013. In 2011, we closed a series of transactions, whereby we acquired certain assets
of Shea Mining & Milling, LLC, which assets include land, buildings, a dormant milling facility, abandoned milling equipment, water
permits, mine tailings, mine dumps and the assignment of a note payable, a lease and a contract agreement with permits. We completed the
Shea Exchange Agreement in order to offer toll milling services of precious minerals. Toll milling 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 gold, silver, and
platinum group metals. Custom milling and refining can include many different processes to extract 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.
Overview of the Company
We have an office in Lakewood, Colorado and, through
a subsidiary, a property in Tonopah, Nevada. Our business plan is to purchase equipment and build a facility on the Tonopah property to
serve as a permitted custom processing toll milling facility which includes an analytical lab, pyrometallurgical plant, and hydrometallurgical
recovery plant. We are required to obtain several permits before we can begin construction of a small-scale mineral processing facility
and the required additional buildings to conduct permitted processing toll milling activities and commence operations.
Water Pollution Control Permit with Nevada
Department of Environmental Protection
Through TCP, a Water Pollution Control Permit
(“WPCP”) Application was 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 our 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 Auto Cad 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 preparation of our planned new 21,875 square foot processing plant and have completed the removal of all the extra
and unnecessary materials and old equipment that has accumulated on the land. We have also refurbished a trailer that will act as our
construction office.
Business Plan
In an effort to move the Company’s business
plan forward, the Company may evaluate opportunities to acquire, license, or joint venture with other parties,
which may include GPR and its affiliated entities including, but not limited to, Remedy Environmental LLC, and Black Bear Natural
Resources, LTD.
The Company owns tailings located on the Tonopah
property and the rights to some tailings located in Manhattan, Nevada. The Company has not disturbed or processed any of this material,
but recently authorized GPR to examine the economic feasibility of processing the tailings to reclaim their residual content of valuable
metals in exchange for the exclusive right to process the tailings should their economic assessment prove positive. The terms of such
processing to be mutually agreed upon between GPR and the Company in the future based on the results of the assessment. In addition,
the Company and SMS, an affiliate of GPR, previously agreed to form a joint venture into which the Company would have contributed the
solar energy rights attributable to its 1,086 acres in exchange for SMS’s agreement to develop, manage and underwrite the venture,
as the Company and SMS are in contract for the Company’s acquisition of SMS, the Company intends to incorporate solar energy production
into its planned operations.
Products and Services
We plan 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 full
service permitted custom toll milling and processing company that facilitates the extraction of precious and strategic minerals from mined
material. The Company is in the process of obtaining the permits needed for 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
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 sorely 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 true permitted custom processing. We have the only ball mill located within
a custom toll milling facility within 300 miles allowing us to serve miners in the western United States, Canada, Mexico, and Central
America.
Many junior miners are undercapitalized, have
limited access to capital markets and have a large supply of mined material that requires milling 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 dearly needed milling and processing services. Some of our mining customers
will be able to take their tailings (the material left over after the desired minerals have been extracted) from the material they deposited
with the Company and put it back in the exact same mines those tailings initially came from. Thereby eliminating the need for the Company
to store or dispose of their voluminous remains.
Comparison of the Six Months Ended June 30,
2023 and June 30, 2022
Revenues
We had no revenues from any operations for the
six months ended June 30, 2023 and 2022 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 were $206,565
for the six months ended June 30, 2023, as compared to $311,706 for the same period in 2022. The decrease for the six months ended June
30, 2023, was principally a result of a reduction in engineering and development expenses necessary with evaluating future uses of the
Company’s property. In the six months ended June 30, 2022, the $311,706 of administrative expenses resulted in the substantial completion
of that effort. We anticipate that operating expenses will increase for fiscal 2023 as we continue to assess the Company’s future.
Other Income and Expenses
We receive monthly lease payments of from American
Tower Corporation for a cellular tower located on our Tonopah land. As such other income for the six months ended June 30, 2023, was $4,198
compared to $4,198 for the respective period in 2022. Additionally, the Company had a gain on derecognition of debt for the six months
ended June 30, 2023 of $57,572 which was not applicable in the prior period.
Interest expense for the six months ended June
30, 2023, was $472,499, compared to $367,659 for the same period in 2022. The increase of $104,840 in the prior period was consistent
with the balances of debt between periods.
Liquidity and Capital Resources
Liquidity is a measure of an entity’s ability
to secure enough cash to meet its contractual and operating needs as they arise. We have funded our operations and satisfied our capital
requirements through increases in convertible debt pursuant to our LOC during the six months ended June 30, 2023, and 2022. We do not
anticipate generating sufficient net positive cash flows from our operations to fund the next twelve months. We had a working capital
deficit of $12,967,342 at June 30, 2023. Cash was $716 at June 30, 2023, as compared to cash of $1,251 at December 31, 2022.
Our cash reserves will not be sufficient to meet
our operational needs and thus, we need to raise additional capital to pay for our operational expenses and provide for capital expenditures.
Our basic operational expenses are currently estimated at approximately $35,000 per month. Above the basic operational expenses, we estimate
that we need approximately $10,000,000 to begin limited toll milling operations. If we are not able to raise additional working capital,
we may have to cease operations altogether.
Operating Activities
Net cash used in operating activities was ($535)
and ($815) for the six months ended June 30, 2023, and 2022, respectively. Cash was provided by operating activities during both periods
primarily due to payments advanced under the LOC for operating expenses offset by net increases in accrued liabilities.
Financing Activities
For the six months ended June 30, 2023, net cash
provided by financing activities was $0. For the six months ended June 30, 2022, net cash provided by financing activities was also $0.
Off-Balance Sheet Arrangements
During the six months ended June 30, 2023, we
did not engage in any off-balance sheet arrangements as defined in item 303(a)(4) of the SEC’s Regulation S-K.
Effects of Inflation
We do not believe that inflation has had a material
impact on our business, revenues or operating results during the periods presented.
Critical Accounting Policies and Estimates
Our significant accounting policies are more fully
described in the notes to our condensed consolidated financial statements included herein for the six months ended June 30, 2023 and in
the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31,
2022. We believe that the accounting policies below are critical for one to fully understand and evaluate our financial condition and
results of operations.
Impairment of Long-lived Assets
We review our property and mining and mineral
rights subject to amortization and other long-lived assets for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset class may not be recoverable. Indicators of potential impairment include: an adverse change in legal factors
or in the business climate that could affect the value of the asset; an adverse change in the extent or manner in which the asset is used
or is expected to be used, or in its physical condition; and current or forecasted operating or cash flow losses that demonstrate continuing
losses associated with the use of the asset. If indicators of impairment are present, the asset is tested for recoverability by comparing
the carrying value of the asset to the related estimated undiscounted future cash flows expected to be derived from the asset. If the
expected cash flows are less than the carrying value of the asset, then the asset is considered to be impaired and its carrying value
is written down to fair value, based on the related estimated discounted cash flows. During the year ended December 31, 2018, we combined
the carrying value of our mining and mineral assets as they are inseparable and depend upon each other in value creation. See Note 3.
There were no impairment charges in the six months ended June 30, 2023.
Recent Accounting Standards
During the year ended December 31, 2022, and the
six months ended June 30, 2023 and through the date of this filing, there were several new accounting pronouncements issued by the Financial
Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not
believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated
financial statements.
Item 3. Quantitative and
Qualitative Disclosures about Market Risk
Not Applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision
and with the participation of our management, including our Chief Executive Officer (who is our Principal Executive Officer) and our Chief
Financial Officer and Treasurer (who is our Principal Financial Officer and Principal Accounting Officer), of the effectiveness of the
design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of June 30, 2023 pursuant
to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that
our disclosure controls and procedures were not effective as of June 30, 2023 in ensuring that information required to be disclosed by
us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified
in the SEC’s rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is
a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility
that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.
In performing the above-referenced assessment,
management identified the following deficiencies in the design or operation of our internal controls and procedures, which management
considers to be material weaknesses:
(i) Lack of Formal Policies
and Procedures. We utilize a third-party independent contractor for the preparation of our financial statements. Although the financial
statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions
and the accounting treatment of such transactions. The third-party independent contractor is not involved in the day to day operations
of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of
certain transactions.
(ii) Audit Committee and
Financial Expert. We do not have a formal audit committee with a financial expert, and thus we lack the board oversight role within
the financial reporting process.
(iii) Insufficient Resources.
We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls.
As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a
timely basis.
(iv) Entity Level Risk
Assessment. We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting,
including the impact of potential fraud related risks and the risks related to non-routine transactions, if any, on internal control over
financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more
than a remote likelihood that a material error would not have been prevented or detected and constituted a material weakness.
Our management feels the weaknesses identified
above have not had any material effect on our financial results. However, we are currently reviewing our disclosure controls and procedures
related to these material weaknesses, and expect to implement changes in the near term, as resources permit, to address these material
weaknesses. Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal
controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements
or improvements, as necessary and as funds permit.
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 the
policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore,
even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and
presentation.
Changes in Internal Control Over Financial
Reporting
There were no changes in our internal control
over financial reporting during the three months ended June 30, 2023, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item
1. Legal Proceedings
Stephen E. Flechner v. Standard Metals Processing,
Inc.
On August 12, 2015 the
United Stated District Court for the District of Colorado issued a judgment in favor of Stephen E. Flechner. An amended final judgment
was ordered in adjudication of the Complaint by the U.S. District Court for the District of Colorado (the “Court”) on August
28, 2015 in favor of Flechner.
On November 29, 2021,
the Company was notified that its majority shareholder, GPR, had executed definitive documents with Stephen Flechner to acquire his judgment
against the Company. Documents have been filed with the Court to reflect this acquisition.
On June 12, 2023 the
Company and GPR agreed to roll the balance of the Judgment into the LOC.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required
to provide the information required by this Item. We note, however, that an investment in our common stock involves a number of very significant
risks. Investors should carefully consider the risk factors included in the “Risk Factors” section of our Annual Report on
Form 10-K for our fiscal year ended December 31, 2022, as filed with SEC on April 17, 2023, in addition to other information contained
in such Annual Report and in this Quarterly Report on Form 10-Q, in evaluating the Company and our business before purchasing shares of
our common stock. The Company’s business, operating results and financial condition could be
adversely affected due to any of those risks.
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
None.
Item 6. Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
AMERICAN CLEAN RESOURCES GROUP, INC. |
| |
|
|
| |
By: |
/s/ J. Bryan Read |
| |
|
J. Bryan Read |
| |
|
Chief Executive Officer |
| |
|
(Principal Executive Officer) |
| |
|
|
| |
|
Date: August 23, 2023 |
| |
|
|
| |
By: |
/s/ Sharon Ullman |
| |
|
Sharon Ullman |
| |
|
Chief Financial Officer |
| |
|
(Principal Financial Officer and
Principal Accounting Officer) |
| |
|
| |
|
Date: August 23, 2023 |
19
NONE
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I, J. Bryan Read, certify that:
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:
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 her knowledge: