ACRG 10-K & 10-Q changes, risk factors and insider trading

Currently, our common stock is traded on the OTC Expert Market, and is not eligible for proprietary broker-dealer quotations. OTC Markets may designate securities for quoting on the Expert Market when it is not able to confirm that the company is making current information publicly available under SEC Rule 15c2-11, or when the security is otherwise restricted from public quoting. “Unsolicited-Only” stocks, such as ours, have a higher risk of wider spread, increased volatility, and price dislocations. Stock prices on the OTC Markets, especially “Unsolicited-Only” stocks listed on the Expert Market, can be more volatile than stocks trading on national market systems such as NSADAQ, NYSE or AMEX. Quotations in Expert Market securities are restricted from public viewing, and pricing is only available to broker-dealers and with investor best execution needs. Investors may have difficulty selling out stock. Additionally, our stock price may be affected by factors outside of our control and unrelated to our business operations.

OUR PRIOR FAILURE TO TIMELY FILE REPORTS REQUIRED BY THE SEC COULD AVERSELY AFFECT OUR BUSINESS, OUR REPUTATION, AND THE VALUE OF OUR STOCK.

We did not timely file our Annual Reports on Form 10-K for the years ended December 31, 2024 and December 31, 2023, its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024 or Quarterly Reports on Form 10-Q/A for the quarterly periods ended March 31, 2023, June 30, 2023, or September 30, 2023. As a result, we have been or could be subject to risks including potential notice of non-compliance from OTC Markets, limitations on our ability to use short-form registration statements, potential events of default under financing arrangements, increased audit and compliance costs, and reputational harm with investors, customers, and employees. Although this Super 10-K is intended to bring us current in our Exchange Act reporting, we could in the future experience delays in filings, and any such delays could have the effects described above and could negatively impact the market price of our securities.

The Company is also exploring opportunities to advance the commercialization of the SWIS technology centered around the application of a warning and monitoring system related to Combined Sewer Overflow (“CSO”). This would include establishing and conducting small scale test runs with local municipalities to confirm the concept and performance of the technology before conducting a large scale rollout across the US to large utility companies and Municipal Sewer Districts.

The planned pilot program will be an opportunity for us to prove the SWIS solution and to expand the SWIS business going forward. As of the date of this filing the Company has not started the pilot program due to liquidity issues since acquiring SWIS. In December 2024, management determined that the asset’s book value of $4,574,871 was not recoverable and was subject to impairment. In accordance with the applicable guidance under ASC 360, “Impairment or Disposal of Long-Lived Assets,” the Company evaluated the recoverability of the developed technology based on estimated future undiscounted cash flows expected to result from the use and eventual disposition of the asset. As these cash flows were insufficient to recover the carrying amount, the Company measured and recognized an impairment loss equal to the difference between the asset’s carrying amount and its estimated fair value. As a result, the Company recorded a full impairment charge of $4,574,871 as of December 31, 2024.

In addition to the custom processing and permitted toll milling business, the Company is exploring the establishment of an industrial park on the Millers property in Esmeralda County, Nevada. The industrial park would serve as a central hub for renewable energy generation and storage, operating around the clock to attract and support tenants committed to producing NetZero goods and services, with a focus on data centers and AI farms. The industrial park will include a commercial solar farm, battery storage plus land dedicated to industrial storage, waste-to-energy generation and industrial manufacturing. The Company is actively exploring various funding sources to advance the establishment of the industrial park. Once operational the industrial park is envisioned to include a 2 GW solar farm, large battery storage centers, four 100,000 square foot data centers plus several industrial partners engaged in recycling industrial waste materials that include discarded windmill blades, corporate carpets, and other industrial manufacturing operations that rely on are large consumers of renewable energy.

Impairment expenses were $4,574,871 and $0 for the year ended December 31, 2024 and 2023, respectively. During the Company’s ongoing assessment of the carrying value of its developed technology in 2024, management determined that the asset’s book value of $4,574,871 was not recoverable and was subject to impairment. In accordance with the applicable guidance under ASC 360, “Impairment or Disposal of Long-Lived Assets,” the Company evaluated the recoverability of the developed technology based on estimated future undiscounted cash flows expected to result from the use and eventual disposition of the asset. As these cash flows were insufficient to recover the carrying amount, the Company measured and recognized an impairment loss equal to the difference between the asset’s carrying amount and its estimated fair value. As a result, the Company recorded a full impairment charge of $4,574,871 as of December 31, 2024, which is included in the consolidated statements of operations as impairment expense.

During the years ended December 31, 2024 and 2023, other expenses decreased by $318,272. The decrease is primarily due to a decrease in interest expense of $313,006 and an increase in other income of $5,266. The activity was offset by a decrease in gain on the settlement of accounts payable of $57,571. The $352,634 decrease in interest expense relates to the GPR LOC conversion to restricted common shares during September 2023 and a lower average debt balance during the year ended December 31, 2024 compared to 2023.

Comparison of the Three Months Ended September 30, 2024 and 2023.

We had no revenues from any operations for the three months ended September 30, 2024 and 2023. Furthermore, we do not anticipate any significant future revenue until we have sufficiently funded construction and begin operations.

General and administrative expenses were $241,920 and $115,351 for the three months ended September 30, 2024 and 2023, respectively. The increase was primarily due to increases in expenses related to consulting fees, amortization expense, and board compensation.

During the three months ended September 30, 2024 and 2023, other expenses decreased by $85,822. The decrease is primarily due to a decrease in interest expense of $85,822. The $85,822 decrease in interest expense relates to the GPR LOC conversion to restricted common shares during September 2023 and a lower debt balance during the three months ended September 30, 2024 compared to 2023.

Comparison of the Nine Months Ended September 30, 2024 and 2023.

We had no revenues from any operations for the nine months ended September 30, 2024 and 2023. Furthermore, we do not anticipate any significant future revenue until we have sufficiently funded construction and begin operations.

General and administrative expenses were $768,547 and $222,066 for the nine months ended September 30, 2024 and 2023, respectively. The increase was primarily due to increases in expenses related to accounting, legal, professional fees, consulting fees, amortization expense, and board compensation expense.

During the nine months ended September 30, 2024 and 2023, other expenses decreased by $336,475. The decrease is primarily due to a decrease in interest expense of $331,475 and an increase in other income of $5,000. The $331,475 decrease in interest expense relates to the GPR LOC conversion to restricted common shares during September 2023 and a lower average debt balance during the nine months ended September 30, 2024 compared to 2023.

Comparison of the Three Months Ended June 30, 2024 and 2023.

We had no revenues from any operations for the three months ended June 30, 2024 and 2023. Furthermore, we do not anticipate any significant future revenue until we have sufficiently funded construction and begin operations.

General and administrative expenses were $315,129 and $64,405 for the three months ended June 30, 2024 and 2023, respectively. The increase was primarily due to increases in expenses related to accounting, legal, professional fees, consulting fees, amortization expense, and board compensation. We anticipate that future administration and operating expenses will increase for fiscal 2025 as we work toward completion of the planned merger.

Comparison of the Six Months Ended June 30, 2024 and 2023.

We had no revenues from any operations for the six months ended June 30, 2024 and 2023. Furthermore, we do not anticipate any significant future revenue until we have sufficiently funded construction and begin operations.

General and administrative expenses were $526,627 and $106,715 for the six months ended June 30, 2024 and 2023, respectively. The increase was primarily due to increases in expenses related to accounting, legal, consulting fees, amortization expense, and board compensation.

During the six months ended June 30, 2024 and 2023, other expenses decreased by $250,653. The decrease is primarily due to a decrease in interest expense of $245,653 and an increase in other income of $5,000. The $245,653 decrease in interest expense relates to the GPR LOC conversion to restricted common shares during September 2023 and a lower average debt balance during the six months ended June 30, 2024 compared to 2023.

Comparison of the Three Months Ended March 31, 2024 and 2023.

We had no revenues from any operations for the three months ended March 31, 2024 and 2023. Furthermore, we do not anticipate any significant future revenue until we have sufficiently funded construction and begin operations.

General and administrative expenses were $211,498 and $42,310 for the three months ended March 31, 2024 and 2023, respectively. The increase was primarily due to increases in expenses related to legal, consulting fees, and amortization expense. We anticipate that future administration and operating expenses will increase for fiscal 2025 as we work toward completion of the planned merger.

During the three months ended March 31, 2024 and 2023, other expenses decreased by $105,985. The decrease is primarily due to a decrease in interest expense of $100,985 and an increase in other income of $5,00. The $100,985 decrease in interest expense relates to the GPR LOC conversion to restricted common shares during September 2023 and a lower average debt balance during the three months ended March 31, 2024 compared to 2023.

Comparison of the Years Ended December 31, 2023 and 2022

We had no revenues from any operations for the years ended December 31, 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 were $487,357 and $157,441 for the year ended December 31, 2023 and 2022, respectively. The increase was primarily due to increases in expenses related to accounting, legal, professional fees, consulting fees, and amortization expense. We anticipate that future administration and operating expenses will increase for fiscal 2024 as we work toward completion of the planned merger.

During the years ended December 31, 2023 and 2022, other expenses decreased by $63,906. The decrease is primarily due to a decrease in interest expense of $79,044 offset by the decrease in gain on settlement of accounts payable of $15,138. The $79,044 decrease in interest expense relates to the GPR LOC conversion to restricted common shares during September 2023 and a lower average debt balance during the year ended December 31, 2023 compared to 2022.

Water Pollution Control Permit

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

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

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

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

Site Preparation

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

Business Plan

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

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

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

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

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

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

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

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

Related Party Operating Lease

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

Results of Operations

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

Revenues

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

General and Administrative Expenses

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

Other Income and Expenses

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

Known Trends and Uncertainties

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

Internal and External Sources of Liquidity

Our primary internal source of liquidity is cash on hand, which was $1,544 as of March 31, 2026. We do not currently generate positive operating cash flows. Our external sources of liquidity include related party financing (notably from GPR), potential equity issuances, and possible third-party debt arrangements. The Company does not have any off-balance sheet financing arrangements.Material Cash Requirements and Commitments Our primary short-term cash requirements are to fund working capital and service short-term debt. Working capital requirements can vary significantly from period to period, particularly as a result of additional development expenses. As of March 31, 2026, the Company had no material commitments for capital expenditures. However, significant capital will be required to fund the construction of the Tonopah processing facility and the planned industrial park. The Company anticipates that these requirements will be met through a combination of equity and debt financing, as well as potential government grants and strategic partnerships. The general purpose of these expenditures is to advance the Company’s business plan, including the development of permitted custom processing toll milling operations and the ACRG Greenway to Power™ Renewable Energy Industrial Park.

Trends in Capital Resources and Changes in Mix/Cost

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

Risks and Uncertainties

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

Convertible Promissory Notes Payable

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

Going Concern

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

Subsequent amendment to LaunchIT promissory note.

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

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

Management Plan and Known Trends and Uncertainties

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

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

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

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