Annual Report for Fiscal Year Ending December 31, 2024 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this Annual Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See "Forward-looking Statements" for a discussion of the uncertainties and assumptions associated with these statements. Our actual results may differ materially from those discussed below.

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 full service 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. 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 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. 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 particular tailings came from. This eliminates the need for the Company to dispose of those 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 rely on are large consumers of renewable energy.

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.

The planned industrial park will be called the ACRG Greenway to Power^TM Renewable Energy Industry Park. It will be a transformative 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:

1)

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

2)

Planned Greenlink West grid access through NV Energy Esmeralda substation.

3)

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

4)

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

5)

Strategic access to a major fiber optic junction.

6)

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

7)

Existing cell phone tower located on the Millers property.

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

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

As the project becomes more defined, additional equity and debt will be secured to fund further project development, including the build-out of infrastructure, construction of four 100,000 square foot data farm structures, completion of the milling facility and four separate 0.5 GW solar farms in addition to attracting waste-to-energy and industrial storage operations to the location. The total scope of the ACRG Greenway to Power™ Renewable Energy Industrial Park is $3.0 billion not including investments from business partners located on the industrial park to establish their own waste-to-energy and manufacturing operations.

Results of Operations

Comparison of the Years Ended December 31, 2024 and 2023.

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

		For Year Ended December 31,
		2024				2023
Operating expenses:
General and administrative expenses			992,142				487,357
Impairment Expense			4,574,871				-
Total operating expenses			5,567,013				487,357
Loss from operations			(5,567,013	)			(487,357	)
Other income (expense):
Other income			13,661				8,395
Interest expense			(379,198	)			(692,204	)
Total other expense, net			(365,537	)			(683,809	)
Loss before income tax provision			(5,932,550	)			(1,171,166	)
Income tax provision			-				-
Net loss		$	(5,932,550	)		$	(1,171,166	)
Net loss per common shares:
Basic net loss per common share		$	(0.43	)		$	(0.17	)
Weighted average shares outstanding per common shares:
Basic weighted average common shares outstanding			13,908,725				6,978,201

Revenues

We had no revenues from any operations for the years ended December 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

General and administrative expenses were $992,142 and $487,357 for the year ended December 31, 2024 and 2023, respectively. The increase was primarily due to increases in expenses related to accounting, legal, 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.

Impairment Expenses

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.

Other Income and Expenses

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.

Results of Operations

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

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

		For Three Months Ended September 30,
		2024				2023
Operating expenses:
General and administrative expenses		$	241,920			$	115,351
Total operating expenses			241,920				115,351
Loss from operations			(241,920	)			(115,351	)
Other income (expense):
Other income			2,098				2,098
Interest expense			(98,251	)			(184,073	)
Total other expense, net			(96,153	)			(181,975	)
Loss before income tax provision			(338,073	)			(297,326	)
Income tax provision			-				-
Net loss		$	(338,073	)		$	(297,326	)
Net loss per common shares:
Basic net loss per common share		$	(0.03	)		$	(0.03	)
Weighted average shares outstanding per common shares:
Basic weighted average common shares outstanding			13,908,059				10,827,118

Revenues

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

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.

Other Income and Expenses

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.

Results of Operations

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

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

		For Nine Months Ended September 30,
		2024				2023
Operating expenses:
General and administrative expenses		$	768,547			$	222,066
Total operating expenses			768,547				222,066
Loss from operations			(768,547	)			(222,066	)
Other income (expense):
Other income			11,296				6,296
Interest expense			(278,072	)			(609,547	)
Total other expense, net			(266,776	)			(603,251	)
Loss before income tax provision			(1,035,323	)			(825,317	)
Income tax provision			-				-
Net loss		$	(1,035,323	)		$	(825,317	)
Net loss per common shares:
Basic net loss per common share		$	(0.07	)		$	(0.09	)
Weighted average shares outstanding per common shares:
Basic weighted average common shares outstanding			13,907,704				8,809,280

Revenues

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

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.

Other Income and Expenses

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.

Results of Operations

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

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

		For Three Months Ended June 30,
		2024				2023
Operating expenses:
General and administrative expenses		$	315,129			$	64,405
Total operating expenses			315,129				64,405
Loss from operations			(315,129	)			(64,405	)
Other income (expense):
Other income			2,099				2,099
Interest expense			(91,946	)			(236,614	)
Total other expense, net			(89,847	)			(234,515	)
Loss before income tax provision			(404,976	)			(298,920	)
Income tax provision			-				-
Net loss		$	(404,976	)		$	(298,920	)
Net loss per common shares:
Basic net loss per common share		$	(0.03	)		$	(0.11	)
Weighted average shares outstanding per common shares:
Basic weighted average common shares outstanding			13,907,452				2,674,530

Revenues

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

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.

Other Income and Expenses

During the three months ended June 30, 2024 and 2023, other expenses decreased by $144,668. The decrease is primarily due to a decrease in interest expense of $144,668. The $144,668 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 June 30, 2024 compared to 2023.

Results of Operations

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

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

		For Six Months Ended June 30,
		2024				2023
Operating expenses:
General and administrative expenses		$	526,627			$	106,715
Total operating expenses			526,627				106,715
Loss from operations			(526,627	)			(106,715	)
Other income (expense):
Other income			9,198				4,198
Interest expense			(179,821	)			(425,474	)
Total other expense, net			(170,623	)			(421,276	)
Loss before income tax provision			(697,250	)			(527,991	)
Income tax provision			-				-
Net loss		$	(697,250	)		$	(527,991	)
Net loss per common shares:
Basic net loss per common share		$	(0.05	)		$	(0.20	)
Weighted average shares outstanding per common shares:
Basic weighted average common shares outstanding			13,907,444				2,674,530

Revenues

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

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.

Other Income and Expenses

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.

Results of Operations

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

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

		For Three Months Ended March 31,
		2024				2023
		RESTATED				RESTATED
Operating expenses:
General and administrative expenses		$	211,498			$	42,310
Total operating expenses			211,498				42,310
Loss from operations			(211,498	)			(42,310	)
Other income (expense):
Other income			7,099				2,099
Interest expense			(87,875	)			(188,860	)
Total other expense, net			(80,776	)			(186,761	)
Loss before income tax provision			(292,274	)			(229,071	)
Income tax provision			-				-
Net loss		$	(292,274	)		$	(229,071	)
Net loss per common shares:
Basic net loss per common share		$	(0.02	)		$	(0.09	)
Weighted average shares outstanding per common shares:
Basic weighted average common shares outstanding			13,907,436				2,674,530

Revenues

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

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.

Other Income and Expenses

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.

Results of Operations

Comparison of the Years Ended December 31, 2023 and 2022

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

		For Year Ended December 31,
		2023				2022
		RESTATED				RESTATED
Operating expenses:
General and administrative expenses			487,357				157,441
Total operating expenses			487,357				157,441
Loss from operations			(487,357	)			(157,441	)
Other income (expense):
Other income			8,395				8,395
Derecognition of debt			-				15,138
Interest expense			(692,204	)			(771,248	)
Total other expense			(683,809	)			(747,715	)
Loss before income tax provision			(1,171,166	)			(905,156	)
Income tax provision			-				-
Net loss		$	(1,171,166	)		$	(905,156	)
Net loss per common shares:
Basic net loss per common share		$	(0.17	)		$	(0.34	)
Basic weighted average common shares outstanding			6,978,201				2,674,530

Revenues

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

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.

Other Income and Expenses

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.

Liquidity and Capital Resources

Since inception, we have financed our operations from a combination of:

●

issuance and sales of our Class A common stock;

●

issuance of promissory notes payable with related and non-related parties;

●

issuance of convertible promissory notes payable with related and non-related parties; and

●

cash advances from related parties

We have experienced operating losses since our inception and had a total accumulated deficit of $113,553,937 as of December 31, 2024. We expect to incur additional cost and require additional capital as we continue to implement our expansion plan. During the year ended December 31, 2024, our cash used in operating activities was $112,786. During the year ended December 31, 2023, our cash provided by operating activities was $35,037.

Known Trends and Uncertainties

As of December 31, 2024, our current assets were significantly less than our current liabilities, resulting in a working capital deficit. This deficit, along with recurring operating losses and negative cash flows from operations, raises substantial doubt about our ability to continue as a going concern for the next twelve months from the date these financial statements were issued. Our ability to continue as a going concern is dependent on our ability to obtain additional financing and to generate revenue and cash flow to meet our obligations on a timely basis. Management is actively seeking additional sources of capital, including debt and equity financing, and is evaluating cost containment measures to preserve liquidity. There is no assurance that such funding will be available on acceptable terms, or at all.

Internal and External Sources of Liquidity

Our primary internal source of liquidity is cash on hand, which was $719 as of December 31, 2024. 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 December 31, 2024, the Company had no material commitments for capital expenditures. However, significant capital will be required to fund the construction of the Tonopah processing facility and the planned industrial park. The Company anticipates that these requirements will be met through a combination of equity and debt financing, as well as potential government grants and strategic partnerships. The general purpose of these expenditures is to advance the Company's business plan, including the development of permitted custom processing toll milling operations and the ACRG Greenway to Power™ Renewable Energy Industrial Park.

Trends in Capital Resources and Changes in Mix/Cost

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

Risks and Uncertainties

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

Convertible Promissory Notes Payable

On March 16, 2020, the Company executed a Line of Credit ("LOC") with GPR, related party. The LOC is for up to $2,500,000, matures over three years and may be increased by up to another $1,000,000 and extended an additional two years, respectively, at GPR's sole option. The LOC bears interest at 10% per annum, is convertible into shares of the Company's common stock at a per share price of $2.00 based on the last closing sale price on the date of execution and will be secured by the real and personal property GPR already has under lien.

The Company entered into a Second Amendment and Forbearance Agreement with GPR on January 5, 2023 wherein GPR agreed to: (a) increase the existing LOC from $5,000,000 due March 16, 2025 to $35,000,000 due March 16, 2027, (b) roll two existing promissory notes (Tina Gregerson and Krupp notes) purchased by GPR into the LOC resulting in the extinguishment of such notes as separate instruments, and (c) to forebear until January 12, 2024, on exercising its foreclosure rights under its defaulted Senior Secured Note. The Company's Board of Directors approved a revision in the conversion price at which the LOC may convert into the Company's common stock from $1.65 per share to $1.05 per share, based upon the market price of the Company's common stock over the 3 days preceding the agreement. GPR is the Company's majority shareholder and largest debtholder. GPR holds a senior secured interest in all of the assets of the Company, including the stock of its subsidiary entities.

On June 12, 2023, the Company entered into a Third Amendment Agreement with GPR, wherein the LOC was increased to $52,500,000 and both the Senior Secured Promissory Note (previously held by PPMC and acquired in 2019) and the Flechner Judgment were rolled into the balance of the LOC and the Deed of Trust was increased to $250,000,000. The LOC bears interest at 10% per annum and is convertible into shares of the Company's common stock at $2.00 per share and is secured by the Company's real and personal property and its subsidiaries stock.

In furtherance of the preparation for the planned merger with the SMS Group, GPR converted a $5,250,000 portion of the LOC into 5 million shares of restricted common stock effective August 2, 2023. The remaining $4,969,551 balance of the LOC was converted into 4,732,906 shares of restricted common stock effective August 15, 2023. GPR now owns 10,542,989 shares of common stock, which is 73% of the Company's outstanding shares of common stock, 511,324 of those shares are classified on the statements of stockholders' deficit as shares issued in excess.

As of December 31, 2024 the outstanding principal and accrued interest balance was $425,589 and $28,857, respectively. During the year ended December 31, 2024, the Company had $192,186 and $77,100 expenses that were paid directly by GPR - related party and proceeds from convertible notes - related party, respectively. The Company's convertible note line of credit with GPR was increased by this same amount.

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 December 31, 2024, had an accumulated deficit of $113,533,937. For the year ended December 31, 2024, the Company sustained a net loss of $5,697,543. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern for the next twelve months from the date these financial statements were issued. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months from the date of issuance of these financial statements. There is no guarantee the Company will be successful in achieving obtaining additional funding and may have to cease operations.

Cash Flows

		Years Ended December 31,
		2024				2023
Net cash (used in) provided by operating activities		$	(112,786	)		$	35,037
Net cash provided by investing activities			-				-
Net cash provided by financing activities			77,100				-
Increase (decrease) in cash		$	(35,686	)		$	35,037

Operating Activities

Net cash used in operating activities was $112,786 for the year ended December 31, 2024, primarily due to the net loss for the year, amortization expense, net of expenses paid directly by related party and increases in accruals for settlement of lawsuit, accrued interest, and accounts payable, related party.

Net cash provided by operating activities was $35,037 for the year ended December 31, 2023, primarily due to the net loss for the year, amortization expense, common stock issued for services, impairment expense, and increases in accrued interest, and accounts payable, related party.

Investing Activities

For the years ended December 31, 2024, and 2023 the Company conducted no investing activities.

Financing Activities

Net cash provided by financing activities was $77,100 for the year ended December 31, 2024, primarily due to proceeds from convertible promissory notes, related party.

For the years ended December 31, 2023, the Company conducted no financing activities.

		Nine Months Ended September 30,
		2024				2023
Net cash used in operating activities		$	(111,906	)		$	(198	)
Net cash provided by investing activities			-				-
Net cash provided by financing activities			77,100				-
Decrease in cash		$	(34,806	)		$	(198	)

Operating Activities

Net cash used in operating activities was $111,906 for the nine months ended September 30, 2024, primarily attributable to the net loss for the year, increase in prepaid expenses, and decrease in accounts payable-related parties. This activity is offset by amortization expense, common stock issued for services, increases in accounts payable, accrued interest, and accrued interest-related parties.

Net cash used in operating activities amounted to $198 for the nine months ended September 30, 2023, primarily attributable to the net loss for the year, offset by amortization expense, increases in accrued interest, accrued interest-related parties, accounts payable, accounts payable-related parties, and accruals for the settlement of lawsuits.

Investing Activities

For the nine months ended September 30, 2024, and 2023 the Company conducted no investing activities.

Financing Activities

Net cash provided by financing activities was $77,100 for the nine months ended September 30, 2024, primarily due to proceeds from convertible promissory notes, related party.

For the nine months ended September 30, 2023, the Company conducted no financing activities.

		Six Months Ended June 30,
		2024				2023
Net cash used in operating activities		$	(99,870	)		$	(652	)
Net cash provided by investing activities			-				-
Net cash provided by financing activities			77,100				-
Decrease in cash		$	(22,770	)		$	(652	)

Operating Activities

Net cash used in operating activities was $99,870 for the six months ended June 30, 2024, primarily due to the net loss for the year, increase in prepaid expenses, decrease in accounts payable-related parties. These activities were offset by amortization expense, common stock issued for services, increases in accounts payable, accrued interest, and accrued interest-related parties.

Net cash used in operating activities was $652 for the six months ended June 30, 2023, primarily due to the net loss for the year offset by increases in accounts payable, accrual settlement of lawsuits, accrued interest, and accrued interest-related parties.

Investing Activities

For the six months ended June 30, 2024, and 2023 the Company conducted no investing activities.

Financing Activities

Net cash provided by financing activities was $77,100 for the six months ended June 30, 2024, primarily due to proceeds from convertible promissory notes, related party.

For the six months ended June 30, 2023, the Company conducted no financing activities.

		Three Months Ended March 31,
		2024				2023
Net cash used in operating activities		$	(75,494	)		$	(710	)
Net cash provided by investing activities			-				-
Net cash provided by financing activities			40,000				-
Decrease in cash		$	(35,494	)		$	(710	)

Operating Activities

Net cash used in operating activities was $75,494 for the three months ended March 31, 2024, primarily due to the net loss for the year and decrease in accounts payable-related parties. These activities were offset by decreases in prepaid expenses, increases in accounts payable, accrued interest, and accrued interest-related parties.

Net cash used in operating activities was $710 for the three months ended March 31, 2023. This was primarily attributable to the net loss for the year offset by increases in accounts payable, accrual for settlement lawsuits, accrued interest, and accrued interest-related parties.

Investing Activities

For the three months ended March 31, 2024, and 2023 the Company conducted no investing activities.

Financing Activities

Net cash provided by financing activities was $40,000 for the three months ended March 31, 2024, primarily due to proceeds from convertible promissory notes, related party.

For the three months ended March 31, 2023, the Company conducted no financing activities.

		Years Ended December 31,
		2023				2022
Net cash provided by (used in) operating activities		$	35,037			$	(995	)
Net cash provided by investing activities			-				-
Net cash provided by financing activities			-				-
Increase (decrease) in cash		$	35,037			$	(995	)

Operating Activities

Net cash provided by operating activities was $35,037 for the year ended December 31, 2023, primarily due to the net loss for the year, amortization expense, net of expenses paid directly by related party and increases in accruals for settlement of lawsuit, accrued interest, and accounts payable, related party.

Net cash used in operating activities was $995 for the year ended December 31, 2022.

Investing Activities

For the years ended December 31, 2023, and 2022 the Company conducted no investing activities.

Financing Activities

For the years ended December 31, 2023, and 2022 the Company conducted no financing activities.

Off-Balance Sheet Arrangements

During the year ended December 31, 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 unaudited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. We believe that the accounting policies below are critical for one to fully understand and evaluate our consolidated financial condition and results of operations.