Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 September 30, 2023

☐ 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, Suite 230 Lakewood, CO 80228-2039

(Address of Principal Executive Offices)

720-458-1124

(Issuer’s Telephone Number, Including Area Code)

(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 November 14, 2023, there were 14,418,760 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 NINE MONTHS ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS

		Page

PART I - FINANCIAL INFORMATION

ITEM 1	Financial Statements (unaudited)	1

	Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	1

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022	2

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	3

	Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Nine Months Ended September 30, 2023 and 2022	4

	Notes to Condensed Consolidated Financial Statements	5

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	18

ITEM 4.	Controls and Procedures	18

PART II - OTHER INFORMATION

ITEM 1.	Legal Proceedings	19

ITEM 1A.	Risk Factors	19

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19

ITEM 3.	Defaults Upon Senior Securities	19

ITEM 4.	Mine Safety Disclosures	19

ITEM 5.	Other Information	19

ITEM 6.	Exhibits	20

SIGNATURES		21

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

	September 30, 2023			December 31, 2022
	(unaudited)
Assets
Current assets:
Cash	$	1,170		$	1,251
Total current assets		1,170			1,251

Fixed Assets:
Mining and mineral rights		3,883,524			3,883,524
Total fixed assets		3,883,524			3,883,524

Other Assets:
Goodwill		7,712,730			-
Total other assets		7,712,730			-

Total assets	$	11,597,424		$	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		—			1,299,527
Accrual for settlement of lawsuits, related party		—			3,703,736
Accounts payable		1,287,774			1,132,614
Accrued interest, related party, $0 and $2,286,109 at September 30, 2023 and December 31, 2022		1,436,350			3,508,735
Total current liabilities		2,724,124			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 September 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: 14,418,760 and 2,674,530 issued and outstanding at September 30, 2023 and December 31, 2022, respectively		14,419			2,674
Additional paid-in capital		106,305,994			88,061,298
Accumulated deficit		(107,447,113	)		(106,530,496	)
Total shareholders’ deficit		(1,126,700	)		(18,466,524	)

Total Liabilities and Shareholders’ Deficit	$	11,597,424		$	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						Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022

Revenues	$	—		$	—		$	—		$	—

Operating expenses:
General and administrative		104,754			150,355			311,319			462,061

Total operating expenses		104,754			150,355			311,319			462,061
Loss from operations		(104,754	)		(150,355	)		(311,319	)		(462,061	)

Other income (expense):
Other income		2,098			2,098			6,296			6,296
Gain on derecognition of debt		—			15,138			57,572			15,138
Interest expense		(196,666	)		(190,345	)		(669,166	)		(558,004	)

Total other expense, net		(194,569	)		(173,109	)		(605,298	)		(536,570	)
Loss before income tax provision		(299,324	)		(323,464	)		(916,617	)		(998,631	)

Income tax provision		—			—			—			—
Net loss	$	(299,324	)	$	(323,464	)	$	(916,617	)	$	(998,631	)

Basic net loss per common share	$	(0.05	)	$	(0.12	)	$	(0.20	)	$	(0.37	)

Basic weighted average common shares outstanding		5,607,779			2,674,530			4,640,633			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 nine months ended
	September 30, 2023			September 30, 2022
Cash flows from operating activities:
Net loss	$	(916,617	)	$	(998,631	)
Adjustments to reconcile net loss to cash flows provided by operating activities:
Gain on derecognition of certain debt		(57,572	)		(15,138	)
Expenses paid and notes and judgment acquired directly by related party		262,393			395,496
Changes in operating assets and liabilities:
Accrued interest		669,166			58,755
Accrued expenses		—			409,595
Provision for settlement of lawsuit		42,549			148,409

Net cash used in operating activities		(81	)		(1,514	)
Decrease in cash		(81	)		(1,514	)
Cash, beginning of period		1,251			2,363
Cash, end of period	$	1,170		$	849

Supplemental cash flow disclosures
Advances from related party to pay expenses on Company’s behalf	$	262,393		$	395,496
Consolidation of debt and accrued interest due to related party	$	8,779,594		$	—
Conversion of debt and accrued interest	$	10,756,441		$	—
Shares issued for acquisition of SWIS	$	7,500,000		$	—
Liabilities assumed due to purchase of SWIS	$	212,731		$	—

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

(unaudited)

	Common Stock						Accumulated
	Shares		Amount		APIC		Deficit			Total
Balance, December 31, 2021		2,674,530	$	2,674	$	88,061,298	$	(105,477,856	)	$	(17,413,884	)

Net loss		—		—		—		(307,456	)		(307,456	)

Balance, March 31, 2022		2,674,530	$	2,674	$	88,061,298	$	(105,785,312	)	$	(17,721,340	)

Net loss		—		—		—		(367,710	)		(367,710	)

Balance, June 30, 2022		2,674,530	$	2,674	$	88,061,298	$	(106,153,023	)	$	(18,089,051	)

Net loss		—		—		—		(323,464	)		(323,464	)

Balance, September 30, 2022		2,674,530	$	2,674	$	88,061,298	$	(106,476,487	)	$	(18,412,515	)

Balance at December 31, 2022		2,674,530	$	2,674	$	88,061,298	$	(106,530,496	)	$	(18,466,524	)

Net loss		—		—		—		(195,357	)		(195,357	)

Balance, March 31, 2023		2,674,530	$	2,674	$	88,061,298	$	(106,725,853	)	$	(18,661,881	)

Net loss		—		—		—		(421,936	)		(421,936	)

Balance, June 30, 2023		2,674,530	$	2,674	$	88,061,298	$	(107,147,789	)	$	(19,083,817	)

Issuance of common stock for acquisition		1,500,000		1,500		7,498,500		—			7,500,000

Issuance of common stock for conversion of debt and interest		1,0244,230		10,245		10,746,196		—			10,756,441

Net loss		—		—		—		(299,324	)		(299,324	)

Balance at September 30, 2023		14,418,760	$	14,419	$	106,305,995	$	(107,447,113	)	$	(1,126,700	)

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 NINE MONTHS ENDED SEPTEMBER 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.

On September 13, 2023, American Clean Resources Group, Inc. (the “Company”) executed an agreement to acquire a 100% interest in SWIS, L.L.C. (“SWIS”). The Company issued 1,500,000 shares of restricted common stock in exchange for a 100% interest in SWIS. The Company believes this acquisition will help strengthen our economics and further our goal to decrease our environmental impact and promote environmentally conscious operations. SWIS was incorporated in the state of Kentucky and is operating out of a Company office in Louisville, Kentucky.

SWIS has developed an algorithm and a “smart” device that provides essential information to improve water quality from Combined Sewer Overflow (“CSO”). Recently, we have assigned the patent to the University of Louisville (“UofL”) with the intent to commercialize the solution on behalf of the university, community, state and country. More importantly, SWIS along with other fellow entrepreneurs and environmental stewards have assembled a team to launch SWIS, with stakeholders from U. of L, Municipal Sewer Districts (“MSD”), and several state governments. SWIS is actively ready to launch a pilot project to test its modernized approach to CSO Public Notification Programs. Currently, the patented algorithm is on standby for integration into “smart” plugs that will be used for non-invasive in-home notification. An implementation playbook has been designed for municipal use. SWIS has a management team well versed in the necessary strategies for market penetration and adoption and looks to test its behavior modification program abilities with the University of Louisville.

Combined Sewer Systems (“CSS”) were built over a century ago with the intention to divert wastewater away from households. CSS collect rainwater runoff, domestic sewage, and industrial wastewater into a single pipe system, which then transports the combined wastewater to a treatment plant. When the aged CSS is overwhelmed, the result is untreated wastewater being discharged directly into public waterways, such as creeks, streams, rivers, and other local bodies of water referred to as CSO. The resulting discharges of pollutants into public waterways increases the amount of suspended solids from point-source origins introduced to the ecosystem, creating a significant health hazard for wildlife and humans exposed to these waterways, historically tied to disease transmission. These violate the Clean Water Act and result in significant repercussions from the EPA. Currently, over forty million people in 700+ municipalities nationwide live in a municipality with a CSS.

Current solutions rely predominantly on inadequate Public Notification Programs to prevent water use at the source, the household, during high-risk CSO times. The current Public Notification Programs utilized by all municipalities in a CSS entails email signups, website banners, pamphlets, signs, etc., which remains arduous and ineffective. This antiquated, ineffective approach creates the immediate need to develop a modern, real-time notification system that gives individual households and facilities the immediately ability to positively modify their water use behavior resulting in a decrease in harmful point source pollutants unknowingly and unnecessarily being introduced to public waterways.

This project would greatly contribute to the universities’ expanding sustainability program and would put UofL and SWIS in an advanced position to compete to be one of six universities in the US that the EPA will chose as stormwater research hubs. With the completion of a successful Research Project, these stated goals and deliverables would revolutionize a major component of the $1 trillion water infrastructure issue plaguing a growing population and prime UofL and SWIS for nationwide Public Notification Program adoption. The development of our platform will modernize Public Education and Notification Programs that will significantly reduce the monetary cost and health risk of CSO events for municipalities worldwide. The results to be discovered at UofL will give SWIS data and information capable of educating citizens of developed cities across the globe and seamlessly integrating newly developed nations.

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 nine months ended September 30, 2023, the Company incurred net losses from operations of $916,617. At September 30, 2023, the Company had an accumulated deficit of $107,447,113 and a working capital deficit of $2,722,955. 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 nine months ended September 30, 2023, the Company had $311,319 of expenses, and $2,724,124 of accounts 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 nine months ended September 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 September 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 September 30, 2023, and December 31, 2022, the number of equivalent shares of convertible notes payable of -0- 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 September 30, 2023 and December 31, 2022. 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 nine months ended September 30, 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.

Acquisition

On September 13, 2023, the Company executed an agreement to acquire a 100% interest in SWIS, L.L.C. (“SWIS”). The Company issued 1,500,000 shares of restricted common stock in exchange for a 100% interest in SWIS. The Company believes this acquisition will help strengthen our economics and further our goal of decreasing our environmental impact and promoting environmentally conscious operations.

Under the terms of the purchase agreement, the purchase price paid to the sellers was an aggregate of $7,500,000 which was paid through the issuance of 1,500,000 shares of the Company’s common stock, or $5.00 per share, which was the fair value of the stock on the closing date.

The provisional fair value of the purchase consideration issued to the Seller was allocated to the net tangible assets acquired. The Company accounted for the SWIS acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $7,500,000. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill.

The table below shows an analysis for the SWIS acquisition:


Provisional Purchase Consideration at preliminary fair value:		-
Purchase price	$	7,500,000
Amount of consideration	$	7,500,000
Assets acquired and liabilities assumed at preliminary fair value		-
Inventories		-
Product/Technology related intangibles		-
Marketing related intangibles		-
Customer related intangibles		-
Accounts payable and accrued expenses		(212,730	)
Other liabilities		-
Net assets acquired	$	(212,730	)
		-
Total net assets acquired	$	(212,730	)
Consideration paid		7,500,000
Preliminary goodwill	$	7,712,730

The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the SWIS acquisition been completed as of January 1, 2023, or to project potential operating results as of any future date or for any future periods.

	For the Nine Months Ended
	September 30,
	2023			2022
Revenues, net	$	-		$	-
Net loss allocable to common shareholders	$	(1,120,068	)	$	(998,631	)
Net loss per share	$	(0.24	)	$	(0.37	)
Weighted average number of shares outstanding		4,640,633			2,674,530

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 determined that its land, mineral rights, and water rights of $3,883,524 were fairly stated and not exposed to impairment.

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED INTEREST

Accounts payable as of September 30, 2023 include a balance of $212,730, which is related to the acquisition of SWIS, $29,794 to other vendors, and $1,045,249 for legal fees which accrues interest at a rate of 12%. Accounts payable as of December 31, 2023 was $1,132,614, of which $1,045,249 was legal fees and $87,365 was to other vendors. During the nine months ended September 30, 2023, $2,619,966 in accrued interest was converted to common stock (see Note 5). As of September 30, 2023 and December 31,2022, the balance of accrued interest was $1,436,352 and $3,508,735, respectively.

NOTE 5 – 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) and the Flechner Judgment (see the Company’s 10-K for 2022) 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 nine months ended September 30, 2023, the Company had $311,319 of expenses, and $2,724,123 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 $314,433 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 September 30, 2023 and December 31, 2022 the balance due GPR under the LOC is $0 and $1,199,527 principal and $0 and $184,928 accrued interest, respectively.

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.

NOTE 6 – 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 7 – COMMON STOCK

Common Stock - Option Grants

The Company recorded no compensation expense for the nine months ended September 30, 2023, and 2022. As of September 30, 2023, there was $0 in unrecognized compensation expense.

The Company did not grant any options during the nine months ended September 30, 2023, none expired, and none were cancelled. There are no unvested options as of September 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 nine months ended September 30, 2023, no warrants were exercised, 5,000 expired, and none were cancelled. At September 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 September 30, 2023 and December 31, 2022 was $0. The intrinsic value is the difference between the closing stock price on September 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 September 30, 2023, or September 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 nine months ended September 30, 2023, there were no option grants issued, cancelled, or outstanding.

Common Stock Purchase Warrants

During the nine months ended September 30, 2023, there were no stock purchase warrants issued, cancelled, or outstanding.

Conversion of Debt and Interest

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.

NOTE 8 – 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.

The transaction requires ACRG, as a prerequisite, to uplist its shares to NASDAQ or a NYSE market, after which ACRG will exchange each SMS member unit for one share of ACRG common stock. The Company will file a registration statement with the SEC covering all shares of common stock issued in conformity with the final terms of the completed transaction.

Legal Matters

None.

NOTE 9 – 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.

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 7, 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, as of the date of this filing, is 81.37% of the Company’s outstanding shares of common stock.

NOTE 10 – SUBSEQUENT EVENTS

Management’s Evaluation of Subsequent Events

The Company evaluates events that have occurred after the condensed consolidated balance sheet date of September 30, 2023, through the date which the consolidated financial statements were issued. Based upon the review, 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.

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 Nine Months Ended September 30, 2023 and September 30, 2022

Revenues

We had no revenues from any operations for the nine months ended September 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 $311,319 for the nine months ended September 30, 2023, as compared to $462,061 for the same period in 2022. The decrease for the nine months ended September 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 nine months ended September 30, 2022, the $462,061 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 nine months ended September 30, 2023, was $2,098 compared to $6,296 for the respective period in 2022. Additionally, the Company had a gain on derecognition of debt for the nine months ended September 30, 2023, of $57,572 compared to $15,138 for the respective period in 2022.

Interest expense for the nine months ended September 30, 2023, was $669,166, compared to $558,004 for the same period in 2022. The increase of $111,162 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 nine months ended September 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 $2,722,955 at September 30, 2023. Cash was $1,170 at September 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 ($81) and ($1,514) for the nine months ended September 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 nine months ended September 30, 2023, net cash provided by financing activities was $0. For the nine months ended September 30, 2022, net cash provided by financing activities was also $0.

Off-Balance Sheet Arrangements

During the nine months ended September 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 nine months ended September 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 nine months ended September 30, 2023.

Recent Accounting Standards

During the year ended December 31, 2022, and the nine months ended September 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 September 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 September 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 September 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

None.

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

Exhibit Number		Description
(31)		Rule 13a-14(a)/15d-14(a) Certifications
31.1*		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2*		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1*		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer
32.2*		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Accounting Officer
(101)*		Interactive Data Files
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

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/ Tawana Bain
		Tawana Bain
		Chief Executive Officer
		(Principal Executive Officer)

		Date: November 20, 2023

	By:	/s/ Sharon Ullman
		Sharon Ullman
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

		Date: November 20, 2023

NONE 10244230 false --12-31 Q3 0000773717 0000773717 2023-01-01 2023-09-30 0000773717 2023-11-14 0000773717 2023-09-30 0000773717 2022-12-31 0000773717 us-gaap:RelatedPartyMember 2023-09-30 0000773717 us-gaap:RelatedPartyMember 2022-12-31 0000773717 us-gaap:SeriesAPreferredStockMember 2023-09-30 0000773717 us-gaap:SeriesAPreferredStockMember 2022-12-31 0000773717 2023-07-01 2023-09-30 0000773717 2022-07-01 2022-09-30 0000773717 2022-01-01 2022-09-30 0000773717 2021-12-31 0000773717 2022-09-30 0000773717 us-gaap:CommonStockMember 2021-12-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0000773717 us-gaap:RetainedEarningsMember 2021-12-31 0000773717 us-gaap:CommonStockMember 2022-01-01 2022-03-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0000773717 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0000773717 2022-01-01 2022-03-31 0000773717 us-gaap:CommonStockMember 2022-03-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0000773717 us-gaap:RetainedEarningsMember 2022-03-31 0000773717 2022-03-31 0000773717 us-gaap:CommonStockMember 2022-04-01 2022-06-30 0000773717 us-gaap:AdditionalPaidInCapitalMember 2022-04-01 2022-06-30 0000773717 us-gaap:RetainedEarningsMember 2022-04-01 2022-06-30 0000773717 2022-04-01 2022-06-30 0000773717 us-gaap:CommonStockMember 2022-06-30 0000773717 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0000773717 us-gaap:RetainedEarningsMember 2022-06-30 0000773717 2022-06-30 0000773717 us-gaap:CommonStockMember 2022-07-01 2022-09-30 0000773717 us-gaap:AdditionalPaidInCapitalMember 2022-07-01 2022-09-30 0000773717 us-gaap:RetainedEarningsMember 2022-07-01 2022-09-30 0000773717 us-gaap:CommonStockMember 2022-09-30 0000773717 us-gaap:AdditionalPaidInCapitalMember 2022-09-30 0000773717 us-gaap:RetainedEarningsMember 2022-09-30 0000773717 us-gaap:CommonStockMember 2022-12-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0000773717 us-gaap:RetainedEarningsMember 2022-12-31 0000773717 us-gaap:CommonStockMember 2023-01-01 2023-03-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-03-31 0000773717 us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0000773717 2023-01-01 2023-03-31 0000773717 us-gaap:CommonStockMember 2023-03-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0000773717 us-gaap:RetainedEarningsMember 2023-03-31 0000773717 2023-03-31 0000773717 us-gaap:CommonStockMember 2023-04-01 2023-06-30 0000773717 us-gaap:AdditionalPaidInCapitalMember 2023-04-01 2023-06-30 0000773717 us-gaap:RetainedEarningsMember 2023-04-01 2023-06-30 0000773717 2023-04-01 2023-06-30 0000773717 us-gaap:CommonStockMember 2023-06-30 0000773717 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0000773717 us-gaap:RetainedEarningsMember 2023-06-30 0000773717 2023-06-30 0000773717 us-gaap:CommonStockMember 2023-07-01 2023-09-30 0000773717 us-gaap:AdditionalPaidInCapitalMember 2023-07-01 2023-09-30 0000773717 us-gaap:RetainedEarningsMember 2023-07-01 2023-09-30 0000773717 us-gaap:CommonStockMember 2023-09-30 0000773717 us-gaap:AdditionalPaidInCapitalMember 2023-09-30 0000773717 us-gaap:RetainedEarningsMember 2023-09-30 0000773717 acrg:AmericanCleanResourcesGroupIncMember acrg:SWISMember 2023-09-01 2023-09-13 0000773717 acrg:AmericanCleanResourcesGroupIncMember acrg:SWISMember 2023-01-01 2023-09-30 0000773717 acrg:SWISMember 2023-01-01 2023-09-30 0000773717 acrg:GPRMember 2023-09-30 0000773717 acrg:GPRMember 2022-12-31 2022-12-31 0000773717 acrg:SWISLLCMember 2023-09-30 0000773717 2022-01-01 2022-12-31 0000773717 2020-03-16 0000773717 2020-03-16 2020-03-16 0000773717 acrg:GranitePeakResourcesMember 2023-01-01 2023-09-30 0000773717 acrg:GranitePeakResourcesMember 2022-01-01 2022-12-31 0000773717 acrg:GranitePeakResourcesLLCMember 2023-09-30 0000773717 acrg:GranitePeakResourcesLLCMember 2023-01-01 2023-09-30 0000773717 us-gaap:CommonStockMember 2023-09-30 0000773717 2023-08-02 0000773717 2023-08-02 2023-08-02 0000773717 2023-08-15 0000773717 2023-08-15 2023-08-15 0000773717 acrg:GranitePeakResourcesLLCMember 2023-09-30 0000773717 acrg:GranitePeakResourcesMember 2020-03-31 0000773717 acrg:GranitePeakResourcesMember 2020-03-01 2020-03-31 0000773717 acrg:GranitePeakResourcesMember 2023-09-30 0000773717 us-gaap:CommonStockMember 2023-09-30 0000773717 acrg:PurePathCapitalManagementLLCMember 2023-06-12 0000773717 2023-08-07 0000773717 2023-08-07 2023-08-07 0000773717 us-gaap:CommonStockMember 2023-08-15 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure utr:acre utr:sqm

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;

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 20, 2023

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;

(a)

(b)

(c)

(d)

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)

(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 Accounting Officer)

Date: November 20, 2023

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:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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 20, 2023

Exhibit 32.2

AMERICAN CLEAN RESOURCES GROUP, INC.

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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
	Principal Accounting Officer

Date: November 20, 2023

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Nov. 14, 2023
Document Information Line Items
Entity Registrant Name	AMERICAN CLEAN RESOURCES GROUP, INC.
Trading Symbol	ACRG
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		14,418,760
Amendment Flag	false
Entity Central Index Key	0000773717
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-14319
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	84-0991764
Entity Address, Address Line One	12567 West Cedar Drive
Entity Address, Address Line Two	Suite 230
Entity Address, City or Town	Lakewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80228-2039
City Area Code	720
Local Phone Number	458-1124
Title of 12(b) Security	Common Stock $0.001 par value
Security Exchange Name	NONE
Entity Interactive Data Current	Yes

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 1,170	$ 1,251
Total current assets	1,170	1,251
Fixed Assets:
Mining and mineral rights	3,883,524	3,883,524
Total fixed assets	3,883,524	3,883,524
Other Assets:
Goodwill	7,712,730
Total other assets	7,712,730
Total assets	11,597,424	3,884,775
Current Liabilities:
Convertible promissory note payable, related party		1,299,527
Accrual for settlement of lawsuits, related party		3,703,736
Accounts payable	1,287,774	1,132,614
Accrued interest, related party, $0 and $2,286,109 at September 30, 2023 and December 31, 2022	1,436,350	3,508,735
Total current liabilities	2,724,124	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 September 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: 14,418,760 and 2,674,530 issued and outstanding at September 30, 2023 and December 31, 2022, respectively	14,419	2,674
Additional paid-in capital	106,305,994	88,061,298
Accumulated deficit	(107,447,113)	(106,530,496)
Total shareholders’ deficit	(1,126,700)	(18,466,524)
Total Liabilities and Shareholders’ Deficit	11,597,424	3,884,775
Related Party
Current Liabilities:
Senior secured convertible promissory note payable, related party		2,229,187
Promissory note payable, related party		$ 477,500

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Accrued interest, related party (in Dollars)	$ 0	$ 2,286,109
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	14,418,760	14,418,760
Common stock, shares outstanding	14,418,760	14,418,760
Series A Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	10,000,000	10,000,000
Preferred stock, shares outstanding	10,000,000	10,000,000

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenues
Operating expenses:
General and administrative	104,754	150,355	311,319	462,061
Total operating expenses	104,754	150,355	311,319	462,061
Loss from operations	(104,754)	(150,355)	(311,319)	(462,061)
Other income (expense):
Other income	2,098	2,098	6,296	6,296
Gain on derecognition of debt		15,138	57,572	15,138
Interest expense	(196,666)	(190,345)	(669,166)	(558,004)
Total other expense, net	(194,569)	(173,109)	(605,298)	(536,570)
Loss before income tax provision	(299,324)	(323,464)	(916,617)	(998,631)
Income tax provision
Net loss	$ (299,324)	$ (323,464)	$ (916,617)	$ (998,631)
Basic net loss per common share (in Dollars per share)	$ (0.05)	$ (0.12)	$ (0.2)	$ (0.37)
Basic weighted average common shares outstanding (in Shares)	5,607,779	2,674,530	4,640,633	2,674,530

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Statement of Cash Flows [Abstract]
Net loss	$ (916,617)	$ (998,631)
Adjustments to reconcile net loss to cash flows provided by operating activities:
Gain on derecognition of certain debt	(57,572)	(15,138)
Expenses paid and notes and judgment acquired directly by related party	262,393	395,496
Changes in operating assets and liabilities:
Accrued interest	669,166	58,755
Accrued expenses		409,595
Provision for settlement of lawsuit	42,549	148,409
Net cash used in operating activities	(81)	(1,514)
Decrease in cash	(81)	(1,514)
Cash, beginning of period	1,251	2,363
Cash, end of period	1,170	849
Supplemental cash flow disclosures
Advances from related party to pay expenses on Company’s behalf	262,393	395,496
Consolidation of debt and accrued interest due to related party	8,779,594
Conversion of debt and accrued interest	10,756,441
Shares issued for acquisition of SWIS	7,500,000
Liabilities assumed due to purchase of SWIS	$ 212,731

Condensed Consolidated Statements of Changes in Shareholders’ Deficit - USD ($)	Common Stock	APIC	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 2,674	$ 88,061,298	$ (105,477,856)	$ (17,413,884)
Balance (in Shares) at Dec. 31, 2021	2,674,530
Net loss			(307,456)	(307,456)
Balance at Mar. 31, 2022	$ 2,674	88,061,298	(105,785,312)	(17,721,340)
Balance (in Shares) at Mar. 31, 2022	2,674,530
Balance at Dec. 31, 2021	$ 2,674	88,061,298	(105,477,856)	(17,413,884)
Balance (in Shares) at Dec. 31, 2021	2,674,530
Net loss				(998,631)
Balance at Sep. 30, 2022	$ 2,674	88,061,298	(106,476,487)	(18,412,515)
Balance (in Shares) at Sep. 30, 2022	2,674,530
Balance at Mar. 31, 2022	$ 2,674	88,061,298	(105,785,312)	(17,721,340)
Balance (in Shares) at Mar. 31, 2022	2,674,530
Net loss			(367,710)	(367,710)
Balance at Jun. 30, 2022	$ 2,674	88,061,298	(106,153,023)	(18,089,051)
Balance (in Shares) at Jun. 30, 2022	2,674,530
Net loss			(323,464)	(323,464)
Balance at Sep. 30, 2022	$ 2,674	88,061,298	(106,476,487)	(18,412,515)
Balance (in Shares) at Sep. 30, 2022	2,674,530
Balance at Dec. 31, 2022	$ 2,674	88,061,298	(106,530,496)	$ (18,466,524)
Balance (in Shares) at Dec. 31, 2022	2,674,530			14,418,760
Net loss			(195,357)	$ (195,357)
Balance at Mar. 31, 2023	$ 2,674	88,061,298	(106,725,853)	(18,661,881)
Balance (in Shares) at Mar. 31, 2023	2,674,530
Balance at Dec. 31, 2022	$ 2,674	88,061,298	(106,530,496)	$ (18,466,524)
Balance (in Shares) at Dec. 31, 2022	2,674,530			14,418,760
Net loss				$ (916,617)
Balance at Sep. 30, 2023	$ 14,419	106,305,995	(107,447,113)	$ (1,126,700)
Balance (in Shares) at Sep. 30, 2023	14,418,760			14,418,760
Balance at Mar. 31, 2023	$ 2,674	88,061,298	(106,725,853)	$ (18,661,881)
Balance (in Shares) at Mar. 31, 2023	2,674,530
Net loss			(421,936)	(421,936)
Balance at Jun. 30, 2023	$ 2,674	88,061,298	(107,147,789)	(19,083,817)
Balance (in Shares) at Jun. 30, 2023	2,674,530
Issuance of common stock for acquisition	$ 1,500	7,498,500		7,500,000
Issuance of common stock for acquisition (in Shares)	1,500,000
Issuance of common stock for conversion of debt and interest	$ 10,245	10,746,196		10,756,441
Issuance of common stock for conversion of debt and interest (in Shares)	10,244,230
Net loss			(299,324)	(299,324)
Balance at Sep. 30, 2023	$ 14,419	$ 106,305,995	$ (107,447,113)	$ (1,126,700)
Balance (in Shares) at Sep. 30, 2023	14,418,760			14,418,760

Nature of Business

9 Months Ended

Sep. 30, 2023

Nature of Business [Abstract]

NATURE OF BUSINESS

NOTE 1 – NATURE OF BUSINESS

Going Concern

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

Basis of Presentation

Cash

Long-Lived Assets

Impairment of Long-Lived Assets and Long-Lived Assets

Use of Estimates

Revenue Recognition and Deferred Revenue

Financial Instruments

Loss per Common Share

Income Taxes

Recent Accounting Standards

Mineral Properties

Acquisition

The table below shows an analysis for the SWIS acquisition:


Provisional Purchase Consideration at preliminary fair value:		-
Purchase price	$	7,500,000
Amount of consideration	$	7,500,000
Assets acquired and liabilities assumed at preliminary fair value		-
Inventories		-
Product/Technology related intangibles		-
Marketing related intangibles		-
Customer related intangibles		-
Accounts payable and accrued expenses		(212,730	)
Other liabilities		-
Net assets acquired	$	(212,730	)
		-
Total net assets acquired	$	(212,730	)
Consideration paid		7,500,000
Preliminary goodwill	$	7,712,730

	For the Nine Months Ended
	September 30,
	2023			2022
Revenues, net	$	-		$	-
Net loss allocable to common shareholders	$	(1,120,068	)	$	(998,631	)
Net loss per share	$	(0.24	)	$	(0.37	)
Weighted average number of shares outstanding		4,640,633			2,674,530

Mining and Mineral Rights

9 Months Ended

Sep. 30, 2023

Mining and Mineral Rights [Abstract]

MINING AND MINERAL RIGHTS

NOTE 3 – MINING AND MINERAL RIGHTS

Accounts Payable and Accrued Interest

9 Months Ended

Sep. 30, 2023

Accounts Payable and Accrued Interest [Abstract]

ACCOUNTS PAYABLE AND ACCRUED INTEREST

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED INTEREST

Convertible Promissory Note(S) Payable, Related Party

9 Months Ended

Sep. 30, 2023

Convertible Promissory Note(S) Payable, Related Party [Abstract]

CONVERTIBLE PROMISSORY NOTE(S) PAYABLE, RELATED PARTY

NOTE 5 – CONVERTIBLE PROMISSORY NOTE(S) PAYABLE, RELATED PARTY

Preferred Stock - Series A

9 Months Ended

Sep. 30, 2023

Preferred Stock - Series A [Abstract]

PREFERRED STOCK – SERIES A

NOTE 6 – PREFERRED STOCK – SERIES A

Common Stock

9 Months Ended

Sep. 30, 2023

Common Stock [Abstract]

COMMON STOCK

NOTE 7 – COMMON STOCK

Common Stock - Option Grants

The Company recorded no compensation expense for the nine months ended September 30, 2023, and 2022. As of September 30, 2023, there was $0 in unrecognized compensation expense.

The Company did not grant any options during the nine months ended September 30, 2023, none expired, and none were cancelled. There are no unvested options as of September 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 nine months ended September 30, 2023, there were no option grants issued, cancelled, or outstanding.

Common Stock Purchase Warrants

During the nine months ended September 30, 2023, there were no stock purchase warrants issued, cancelled, or outstanding.

Conversion of Debt and Interest

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Merger with SMS

Legal Matters

None.

Related Party Transactions

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 9 – related party TRANSACTIONS

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 7, 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, as of the date of this filing, is 81.37% of the Company’s outstanding shares of common stock.

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

Management’s Evaluation of Subsequent Events

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2023

Summary of Significant Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

Basis of Presentation

Basis of Presentation

Cash

Cash

Long-Lived Assets

Long-Lived Assets

Impairment of Long-Lived Assets and Long-Lived Assets

Impairment of Long-Lived Assets and Long-Lived Assets

Use of Estimates

Use of Estimates

Revenue Recognition and Deferred Revenue

Revenue Recognition and Deferred Revenue

Financial Instruments

Financial Instruments

Loss per Common Share

Loss per Common Share

Income Taxes

Income Taxes

Recent Accounting Standards

Recent Accounting Standards

Mineral Properties

Mineral Properties

Acquisition

Acquisition

The table below shows an analysis for the SWIS acquisition:


Provisional Purchase Consideration at preliminary fair value:		-
Purchase price	$	7,500,000
Amount of consideration	$	7,500,000
Assets acquired and liabilities assumed at preliminary fair value		-
Inventories		-
Product/Technology related intangibles		-
Marketing related intangibles		-
Customer related intangibles		-
Accounts payable and accrued expenses		(212,730	)
Other liabilities		-
Net assets acquired	$	(212,730	)
		-
Total net assets acquired	$	(212,730	)
Consideration paid		7,500,000
Preliminary goodwill	$	7,712,730

	For the Nine Months Ended
	September 30,
	2023			2022
Revenues, net	$	-		$	-
Net loss allocable to common shareholders	$	(1,120,068	)	$	(998,631	)
Net loss per share	$	(0.24	)	$	(0.37	)
Weighted average number of shares outstanding		4,640,633			2,674,530

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Summary of Significant Accounting Policies [Abstract]

Schedule of Analysis for the SWIS Acquisition

The table below shows an analysis for the SWIS acquisition:


Provisional Purchase Consideration at preliminary fair value:		-
Purchase price	$	7,500,000
Amount of consideration	$	7,500,000
Assets acquired and liabilities assumed at preliminary fair value		-
Inventories		-
Product/Technology related intangibles		-
Marketing related intangibles		-
Customer related intangibles		-
Accounts payable and accrued expenses		(212,730	)
Other liabilities		-
Net assets acquired	$	(212,730	)
		-
Total net assets acquired	$	(212,730	)
Consideration paid		7,500,000
Preliminary goodwill	$	7,712,730

Schedule of Unaudited Pro-Forma Results of Operations

he unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the SWIS acquisition been completed as of January 1, 2023, or to project potential operating results as of any future date or for any future periods.

	For the Nine Months Ended
	September 30,
	2023			2022
Revenues, net	$	-		$	-
Net loss allocable to common shareholders	$	(1,120,068	)	$	(998,631	)
Net loss per share	$	(0.24	)	$	(0.37	)
Weighted average number of shares outstanding		4,640,633			2,674,530

Nature of Business (Details) - USD ($)			9 Months Ended
Nature of Business (Details) - USD ($)	Sep. 13, 2023	Dec. 31, 2022	Sep. 30, 2023
Nature of Business [Line Items]
Restricted common stock			$ 1,500,000
Repercussions Amount			40,000,000
Net loss			916,617
Accumulated deficit		$ (106,530,496)	(107,447,113)
Working capital deficit			2,722,955
Expenses			311,319
SWIS [Member]
Nature of Business [Line Items]
Repercussions Amount			$ 1,000,000,000,000
SWIS [Member] \| American Clean Resources Group, Inc [Member]
Nature of Business [Line Items]
Percentage of interest	100.00%		100.00%
GPR [Member]
Nature of Business [Line Items]
Defaulted notes payable			$ 2,724,124
Expenses		$ 314,433

Summary of Significant Accounting Policies (Details)	9 Months Ended
Summary of Significant Accounting Policies (Details)	Sep. 30, 2023 USD ($) a $ / shares shares	Dec. 31, 2022 shares
Summary of Significant Accounting Policies (Details) [Line Items]
Convertible notes payable shares	0	846,499
Solar energy rights acres (in Acres) \| a	1,086
Interest rate	100.00%
Shares of restricted common stock	1,500,000
Aggregate amount (in Dollars) \| $	$ 7,500,000
Shares issued	1,500,000
Price per share (in Dollars per share) \| $ / shares	$ 5
Net assets acquired (in Dollars) \| $	$ 7,500,000
SWIS, L.L.C. [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Interest rate	100.00%

Summary of Significant Accounting Policies (Details) - Schedule of Analysis for the SWIS Acquisition	Sep. 30, 2023 USD ($)
Provisional Purchase Consideration at preliminary fair value:
Purchase price	$ 7,500,000
Amount of consideration	7,500,000
Assets acquired and liabilities assumed at preliminary fair value
Inventories
Product/Technology related intangibles
Marketing related intangibles
Customer related intangibles
Accounts payable and accrued expenses	(212,730)
Other liabilities
Net assets acquired	(212,730)
Total net assets acquired	(212,730)
Consideration paid	7,500,000
Preliminary goodwill	$ 7,712,730

Summary of Significant Accounting Policies (Details) - Schedule of Unaudited Pro-Forma Results of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Schedule of Unaudited Pro Forma Results of Operations [Abstract]
Revenues, net
Net loss allocable to common shareholders			$ (1,120,068)	$ (998,631)
Net loss per share (in Dollars per share)			$ (0.24)	$ (0.37)
Weighted average number of shares outstanding (in Shares)	5,607,779	2,674,530	4,640,633	2,674,530

Mining and Mineral Rights (Details)	Sep. 30, 2023 USD ($) m²
Mining and Mineral Rights [Abstract]
Area of building \| m²	21,875
Land, mineral rights, and water rights \| $	$ 3,883,524

Accounts Payable and Accrued Interest (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Accounts Payable and Accrued Interest [Abstract]
Accounts payable	$ 212,730	$ 1,132,614
Other vendors	29,794	87,365
Legal fees	$ 1,045,249	1,045,249
Accrues interest rate percentage	12.00%
Accrued interest converted common stock	$ 2,619,966
Accrued interest	$ 1,436,352	$ 3,508,735

Convertible Promissory Note(S) Payable, Related Party (Details) - USD ($)		9 Months Ended	12 Months Ended
	Mar. 16, 2020	Sep. 30, 2023	Dec. 31, 2022
Convertible Promissory Note(S) Payable, Related Party (Details) [Line Items]
LOC Matures amount	$ 2,500,000
LOC increase amount	$ 1,000,000
LOC bears interest	10.00%
Share price (in Dollars per share)	$ 1.65	$ 1.05
Amendment and forbearance agreement description		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.
Lines of credit increased amount		$ 52,500,000
Trust amount increased		250,000,000
Defaulted notes payable		2,724,123
Convertible payable			$ 1,299,527
Restricted common stock shares (in Shares)		5,244,230
Remaining balance		$ 5,506,441
Common stock, percentage		90.80%
Common Stock [Member]
Convertible Promissory Note(S) Payable, Related Party (Details) [Line Items]
Common stock shares (in Shares)		11,731,991
Common Stock [Member]
Convertible Promissory Note(S) Payable, Related Party (Details) [Line Items]
Share price (in Dollars per share)		$ 1.65
Granite Peak Resources, LLC [Member]
Convertible Promissory Note(S) Payable, Related Party (Details) [Line Items]
Convertible payable		$ 5,250,000
Restricted common stock shares (in Shares)		5,000,000
Granite Peak Resources [Member]
Convertible Promissory Note(S) Payable, Related Party (Details) [Line Items]
Expenses amount		$ 311,319	314,433
LOC principal value		0	1,199,527
Accrued Interest		$ 0	$ 184,928

Common Stock (Details) - USD ($)			9 Months Ended
Common Stock (Details) - USD ($)	Aug. 15, 2023	Aug. 02, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Common Stock [Line Items]
Unrecognized compensation expense (in Dollars)			$ 0
Warrants exercised option			0
Expired amount			5,000
Warrants cancelled option
Warrants outstanding shares			5,000
Warrants exercise price (in Dollars per share)			$ 56
Exercise price (in Dollars per share)			$ 56
Weighted remaining contractual life			10 months 24 days
Aggregate intrinsic value outstanding and exercisable warrants (in Dollars)				$ 5,000	$ 0
Line of Credit (in Dollars)	$ 5,506,441	$ 5,250,000
Restricted common stock	5,244,230	5,000,000
Shares of common stock			14,418,760		14,418,760
Granite Peak Resources, LLC [Member]
Common Stock [Line Items]
Percentage of outstanding shares of common stock			90.80%
Granite Peak Resources, LLC [Member]
Common Stock [Line Items]
Shares of common stock			11,731,991

Related Party Transactions (Details) - USD ($)			1 Months Ended	9 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 15, 2023	Aug. 07, 2023	Mar. 31, 2020	Sep. 30, 2023	Aug. 02, 2023	Jun. 12, 2023
Related Party Transactions (Details) [Line Items]
Line of credit		$ 5,250,000
Amount of increase (decrease) line of credit facility				$ 35,000,000
Additional shares of common stock acquired (in Shares)				5,000,000
Common stock per share (in Dollars per share)				$ 1.65
Outstanding promissory note				$ 5,506,441
Common stock, restricted shares (in Shares)		5,000,000
Balance of LOC	$ 5,506,441
Conversion of LOC	5,506,441				$ 5,250,000
Percentage of outstanding shares				81.37%
Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock per share (in Dollars per share)				$ 1.05
Conversion of LOC	$ 5,244,230
Granite Peak Resources [Member]
Related Party Transactions (Details) [Line Items]
Percentage of convertible promissory note			10.00%	100.00%
Line of credit			$ 2,500,000
Amount of increase (decrease) line of credit facility			$ 1,000	$ 5,000,000
Additional shares of common stock acquired (in Shares)				5,000,000
Common stock per share (in Dollars per share)				$ 1.65
Common stock, shares (in Shares)				11,731,991
Pure Path Capital Management LLC [Member]
Related Party Transactions (Details) [Line Items]
Outstanding promissory note						$ 52,500,000
Outstanding promissory note principal balance						$ 250,000,000