What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-05-15 · 177 added, 180 removed, 330 unchanged (52% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

expenses and other assets

current assets

Prepaid expenses and other assets

Total current assets

Noncurrent assets

Mineral claims

Liabilities and Stockholders’ Deficit

and Stockholders’ Deficit

notes payable, net of discount

notes payable – related party

notes payable, net of discount

notes payable – related party

capital lease obligation

current liabilities

Accounts payable

Accrued expenses

Accrued interest

Promissory notes payable, net of discount

Promissory notes payable – related party

Convertible notes payable, net of discount

Convertible notes payable – related party

Current capital lease obligation

Total current liabilities

Total Liabilities

Stockholders’ deficit

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 4,500,000,000 shares authorized, 11,612,709 and 11,373,793 shares issued and outstanding, respectively

Additional paid in capital

Accumulated deficit

Stockholders’

stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding

stock, $ 0.001 par value, 4,500,000,000 shares authorized, 11,674,934 and 11,373,793 shares issued and outstanding, respectively

paid in capital

( 21,654,257 )

( 20,239,639 )

Total stockholders’ deficit

stockholders’ deficit

( 4,402,868 )

( 3,016,893 )

Total liabilities and stockholders’ deficit

liabilities and stockholders’ deficit

accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

1 unchanged sentence

Consolidated Statements of Operations

Three Months Ended

and administrative

operating expenses

General and administrative

Total operating expenses

Operating loss

( 1,094,066 )

( 1,540,542 )

Expenses / Income

(loss) on settlement of liabilities

value of stock issued for note modification

other expenses / income

Gain (loss) on settlement of liabilities

Fair value of stock issued for note modification

Interest expense

Total other expenses / income

Income (loss) from operations before income taxes

Provision for income taxes

Net Income (Loss)

(loss) from operations before income taxes

( 1,131,129 )

( 1,414,618 )

Net loss per share – basic and diluted

Weighted average common shares – basic and diluted

( 1,519,775 )

for income taxes

Income (Loss)

$ ( 550,735 )

$ ( 1,131,129 )

$ ( 1,414,618 )

$ ( 1,519,775 )

loss per share – basic and diluted

average common shares – basic and diluted

accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

1 unchanged sentence

Statements of Changes in Stockholders’ Deficit

Months Ended March 31, 2024 and 2023

Preferred stock

months Ended June 30, 2024 and 2023

Additional Paid in

Total Stockholders’ Equity/

Balance as of December 31, 2022

Stockholders’

as of December 31, 2022

( 17,854,837 )

( 1,300,412 )

Shares issued for warrant exercise

Shares issued for cashless exercise of warrants

Balance as of March 31, 2023

Shares issued for warrant

Shares issued for cashless

exercise of warrants

( 1,519,775 )

Balance as of December 31, 2023

as of June 30, 2023

( 19,374,612 )

( 2,257,537 )

as of December 31, 2023

( 20,239,639 )

( 3,016,893 )

Shares issued for services

Shares issued for note modification

Balance as of March 31, 2024

( 20,239,639 )

( 3,016,893 )

issued for services

issued for note modification

( 1,414,618 )

as of June 30,2024

( 21,654,257 )

( 4,402,868 )

( 21,654,257 )

( 4,402,868 )

accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Three Months Ended

Cash Flows from Operating Activities

Net income (loss)

Six Months Ended

Flows from Operating Activities

income (loss)

$ ( 1,414,618 )

$ ( 1,519,775 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock based compensation

Gain/loss on settlement of liabilities

Fair value of stock issued for note modification

Amortization of debt discount

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Accounts payable and accrued expenses

Accrued interest

Net cash used in operating activities

Cash Flows from Investing Activities:

Acquisition of mineral claims

Net cash provided by (used in) investing activities

Cash Flows from Financing Activities

Proceeds from convertible notes

Proceeds from convertible notes – related party

Proceeds from warrant exercises

Net cash provided by financing activities

Net increase (decrease) in cash

to reconcile net loss to net cash used in operating activities:

based compensation

on settlement of liabilities

value of stock issued for note modification

of debt discount

in operating assets and liabilities:

expenses and other assets

payable and accrued expenses

cash used in operating activities

( 1,491,431 )

Flows from Investing Activities:

of mineral claims

cash provided by (used in) investing activities

Flows from Financing Activities

from convertible notes

from convertible notes – related party

from promissory notes

from warrant exercises

cash provided by financing activities

(decrease) in cash

Cash, beginning of period

Cash, end of period

Supplemental disclosures:

Interest paid

Supplemental disclosures of non-cash items:

Accounts payable and accrued payable exchanged for convertible note

Receivable for convertible notes

Cashless exercise of warrants

end of period

disclosures of non-cash items:

payable and accrued payable exchanged for convertible note

accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

1 unchanged sentence

to Condensed Consolidated Financial Statements

the Three months ended March 31, 2024 and 2023

the Six Months ended June 30, 2024 and 2023

1 - Nature of the Business

15 unchanged sentences

April 25, 2023, the Company formed Mountain Sage Minerals, LLC, a Utah limited liability company, of which it is the 100 % owner.

will look to expand its holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities

through this new LLC.

Company will look to expand its holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture

opportunities through this new LLC.

May 1, 2023, FINRA completed the processing of our application for a name change, and our name was officially changed to American Battery

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Technologies are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines

back down into the aqu i fer.

back down into the aquifer.

The prospective partners have been provided the analytical results from the technical reports, but will soon

3 unchanged sentences

The Company had net loss of $ 1,414,618 during

the three months ended March 31, 2024, has accumulated losses totaling $ 21,103,522 , and has a working capital deficit of $ 4,079,828 as

of March 31, 2024.

These factors, among others, indicate that the Company may be unable to continue as a going concern.

The consolidated

financial statements do not include any adjustments that might result from the outcome of these uncertainties.

the six months ended June 30, 2024, has accumulated losses totaling $ 21,654,257 , and has a working capital deficit of $ 4,608,868

as of June 30, 2024.

These factors, among others, indicate

that the Company may be unable to continue as a going concern.

The consolidated financial statements do not include any adjustments that

might result from the outcome of these uncertainties.

the Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional

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Company capitalizes acquisition costs until the Company determines the economic viability of the property.

Since the Company does

not have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) R egulation

S-K Item 1300, exploration expenditures are expensed as incurred.

The Company expenses mineral lease costs and repair and

maintenance costs as incurred.

The Company reviews the carrying value of our properties for impairment, including mineral rights,

upon the occurrence of events or changes in circumstances that indicate the related carrying amounts may not be recoverable.

the period ending December 31, 2023, the Company took action to expand on its rights to 102 federal mining claims located in the

Lisbon Valley of Utah that it purchased on November 5, 2021, for $ 100,000 .

Since the Company does not

have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) Regulation S-K Item 1300, exploration

expenditures are expensed as incurred.

The Company expenses mineral lease costs and repair and maintenance costs as incurred.

reviews the carrying value of our properties for impairment, including mineral rights, upon the occurrence of events or changes in circumstances

that indicate the related carrying amounts may not be recoverable.

During the period ending December 31, 2023, the Company took action

to expand on its rights to 102 federal mining claims located in the Lisbon Valley of Utah that it purchased on November 5, 2021, for

The Company acquired and staked additional lithium mining claims adjacent to its Lisbon Valley Project in Utah for $ 106,000 .

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and (ii) the 641 new claims.

No impairment or capitalizable costs related to

the mineral claims were noted during the three months ended March 31, 2024 and 2023.

No impairment or capitalizable costs related to the

mineral claims were noted during the six months ended June 30, 2024 and 2023.

Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per

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the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive.

of March 31, 2024, and December 31, 2023, there were approximately 290,000 shares potentially issuable under convertible debt agreements,

options, warrants and preferred stock that could dilute basic earnings per share if converted that were excluded from the three months

ended March 31, 2024 and 2023 because their inclusion would have been anti-dilutive due to the Company’s net losses.

of June 30, 2024, and December 31, 2023, there were approximately 549,951 and 657,407 shares respectively,

potentially issuable under convertible debt agreements, options, warrants and preferred stock that could dilute basic earnings per share

if converted that were excluded from the six months ended June 30, 2024 and 2023 because their inclusion would have been anti-dilutive

due to the Company’s net losses.

Financial Instruments

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financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

Company recognized $ 0 revenue during the three months ended March 31, 2024 and 2023.

Company recognized $ 0 revenue during the six months ended June 30, 2024 and 2023.

Accounting Pronouncements

August 5, 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts

in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,

which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible

instruments and contracts on an entity’s own equity.

This ASU is effective for public business entities, excluding smaller reporting

companies, for fiscal years beginning after December 15, 2021 and for all other entities for fiscal years beginning after December 15,

Early adoption is permitted for all entities no earlier than for fiscal years beginning after December 15, 2020.

The Company is

currently evaluating the effects this ASU will have on its financial statements.

Company has examined all other recent accounting pronouncements and determined that they will not have a material impact on its financial

position, results of operations, or cash flows.

Company has examined recent accounting pronouncements and determined that they will not have a material impact on its financial position,

results of operations, or cash flows.

Notes Payable

23 unchanged sentences

on the maturity date) to initiate a collection action on a note.

At December 31, 2023, this Note was not in default and the balance

outstanding was $ 30,000 .

At December 31, 2023, this Note was not in default and the balance outstanding

was $ 30,000 .

$ 50,000 is represented by a note issued on Nov 20, 2016.

During the year ended December 31, 2022, total principal

and accrued interest in the amount of $ 50,000 of principal and $ 27,972 of interest were converted into a $ 95,088 convertible note dated

September 23, 2022.

During the year ended December 31, 2022, total principal and accrued

interest in the amount of $ 50,000 of principal and $ 27,972 of interest were converted into a $ 95,088 convertible note dated September

The replacement note was converted in shares of our common stock during the quarter ended December 31, 2022.

December 31, 2023, the original $ 50,000 note was no longer issued and outstanding.

As of December

31, 2023, the original $ 50,000 note was no longer issued and outstanding.

interest at December 31, 2023 on these notes totaled $ 134,414 .

the three months ended March 31, 2024, the above mentioned promissory notes were forgiven.

The principal in the amount of $ 100,000 and

accrued interest in the amount of $ 2,997 were exchanged by the new convertible note in the amount of $ 102,997 .

Accrued interest in the

amount of $ 131,417 was forgiven by noteholder.

the six months ended June 30, 2024, the above mentioned promissory notes were forgiven.

The principal in the amount of $ 100,000 and accrued

interest in the amount of $ 2,997 were exchanged by the new convertible note in the amount of $ 102,997 .

Accrued interest in the amount

of $ 131,417 was forgiven by noteholder.

the year ended December 31, 2022, the Company entered into 5 promissory note agreements in the aggregate amount of $ 250,000 , of which

8 unchanged sentences

on these notes totaled $ 19,880 .

the three months ended March 31, 2024:

promissory note agreements with the related party in the aggregate amount of $ 75,000 and

accrued interest in the amount of $ 2,710 were forgiven by noteholder.

The noteholder was

issued new convertible note in exchange.

promissory note in the aggregate amount of $ 50,000 and accrued interest in the amount of

the six months ended June 30, 2024:

(2) promissory note agreements with the related party in the aggregate amount of $ 75,000 and accrued interest in the amount of $ 2,710

were forgiven by noteholder.

The noteholder was issued new convertible note in exchange.

promissory note agreement with the related party in the aggregate amount of $ 100,000 and

accrued interest in the amount of $ 10,500 were forgiven by noteholder.

The noteholder was

issued new convertible note in exchange.

promissory note agreement in the aggregate amount of $ 25,000 was amended with increase in

principal to $ 35,471 , increase of intertest rate from 9 % to 10 % and extended for 1 year.

(1) promissory note in the aggregate amount of $ 50,000 and accrued interest in the amount of $ 5,322 were forgiven by noteholder.

The noteholder was issued new convertible note in exchange.

(1) promissory note agreement with the related party in the aggregate amount of $ 100,000 and accrued interest in the amount of $ 10,500

were forgiven by noteholder.

The noteholder was issued new convertible note in exchange.

(1) promissory note agreement in the aggregate amount of $ 25,000 was amended with increase in principal to $ 35,471 , increase of intertest

rate from 9 % to 10 % and extended for 1 year.

A total of 3,250 shares of common stock were issued

as additional consideration for the note amendment.

Accrued interest as of March 31,

2024 was $ 30 .

Accrued interest as of June 30, 2024 was $ 926 .

(2) short-term promissory notes in the aggregate amount of $ 179,182 were issued to the related party.

The notes bare interest of

The outstanding principal balance was $ 179,182 as of June 30, 2024.

Accrued interest at June 30, 2024 on these notes totaled

the year ended December 31, 2023, the Company entered into short-term promissory note agreement in the amount of $ 125,000 .

4 unchanged sentences

by a new note on January 1, 2024 with an increase of principal to $ 175,000 and interest rate of 10 %.

During the three months ended March

31, 2024 the note was extended to June 30, 2024, increasing principal to $ 225,000 .

Accrued interest as of March 31, 2024 was $ 4,743 .

During the six months ended June

30, 2024 the note was extended to July 12, 2024, increasing principal to $ 225,000 .

A total of 22,500 shares of common stock were issued

as additional consideration for the note extension.

Accrued interest as of June 30, 2024 was $ 10,431 .

Notes Payable and Convertible Notes Payable – Related Party

4 unchanged sentences

interest as of December 31, 2023 was $ 1,881 .

three months ended March 31, 2024, total principal in the amount of $ 25,000 and accrued interest in the amount of $ 2,574 were forgiven

by noteholder.

six months ended June 30, 2024, total principal in the amount of $ 25,000 and accrued interest in the amount of $ 2,574 were forgiven by

The noteholder was issued new convertible note in exchange.

2 unchanged sentences

Notes”) with an aggregate principal amount of $ 2,000,000 .

A total of 20,171,633 shares of common stock were issued according to

the note agreements or as additional consideration for the issuance of the notes.

A total of 67,239 shares of common stock were issued according to the

note agreements or as additional consideration for the issuance of the notes.

The outstanding principal and accrued interest balances

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for the Company’s common stock during the 20-consecutive trading days preceding the conversion.

the three months ended March 31, 2024, notes with

the six months ended June 30, 2024, notes with

six investors not affiliated with the Company were amended with increase in principal from $ 1,800,000 to $ 2,469,229 , increase

2 unchanged sentences

of common stock were issued according to the note agreements or as additional consideration for the note amendment.

31, 2024 total principal and accrued interest on these seven notes totaled $ 2,669,229 and $ 9,872 ,

30, 2024 total principal and accrued interest on these six notes totaled $ 2,469,229 and $ 63,788 ,

respectively.

the three months ended March 31, 2024, the

of the note with one (1) Purchaser remained unchanged.

As of June 30, 2024 total principal and accrued interest of the note totaled $ 200,000

and $ 12,292 respectively.

the six months ended June 30, 2024, the

Company entered into seven convertible promissory note agreements in the aggregate amount of $ 631,511 , of which $ 422,787 with

2 unchanged sentences

8 % interest per annum.

Accrued interest as of March 31, 2024 was $ 1,806 .

maturities of debt remaining as of March 31, 2024 for each respective fiscal year end are as follows:

Schedule of Maturities of Debt

Accrued interest as of June 30, 2024 was $ 13,848 .

maturities of debt remaining as of June 30, 2024 for each respective fiscal year end are as follows:

of Maturities of Debt

5 - Capital Lease Obligations

1 unchanged sentence

The leases expire at various points through

the three months ended March 31, 2024.

following schedule provides minimum future rental payments required as of March 31, 2024.

Schedule of Minimum Future Rental Payments

the year ended December 31, 2023.

following schedule provides minimum future rental payments required as of June 30, 2024.

of Minimum Future Rental Payments

Total minimum lease payments

Amount represented interest

Present value of minimum lease payments and guaranteed residual value

Amount represented

Present value of minimum

lease payments and guaranteed residual value

6 - Capital Stock

5 unchanged sentences

minimum number of votes that would be necessary to authorize or take such action at a meeting, filed an amendment to its Certificate

of Incorporation to (i) change the name of the Company to “ American Battery Materials, Inc.

” (the “Name Change”);

of Incorporation to (i) change the name of the Company to “American Battery Materials, Inc.” (the “Name Change”);

and (ii) increase the total number of authorized shares of the Company’s common stock, par value $ 0.001 per share, from 600,000,000

12 unchanged sentences

by a ratio of not less than 1-for-10 and not more than 1-for-1,000 , (the “Reverse Split”), at any time prior to the Anniversary

Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected and if effected, the

exact ratio for the Reverse Split within the above range.

Company has authorization for preferred stock, which could be issued with voting, liquidation, dividend and

other rights superior to common stock.

As of March 31, 2024 and December 31, 2023, there were 10,000,000 shares of preferred stock authorized,

and 0 and 0 shares issued and outstanding, respectively.

Company has authorized 4,500,000,000 shares of common stock, with 11,612,709 and 11,373,793 shares issued and outstanding at March 31,

Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected and if effected, the exact

ratio for the Reverse Split within the above range.

Company has authorization for preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to

common stock.

As of June 30, 2024 and December 31, 2023, there were 10,000,000 shares of preferred stock authorized, and 0 and 0 shares

issued and outstanding, respectively.

Company has authorized 4,500,000,000 shares of common stock, with 11,674,934 and 11,373,793 shares issued and outstanding at June 30,

2024 and December 31, 2023, respectively.

the three months ended March 31, 2024, the Company issued 1,666 shares of common stock for services valued at $ 1,566 and 237,250 shares

the six months ended June 30, 2024, the Company issued 41,391 shares of common stock for services valued at $ 14,261 and 259,750 shares

of common stock for note modification.

the three months ended March 31, 2023, the Company issued 165,789 shares of common stock upon warrant exercises for an aggregate exercise

price of $ 189,000 , and 8,987 shares of common stock upon cashless warrant exercise.

the six months ended June 30, 2023, the Company issued 183,056 shares of common stock for services valued at $ 373,650 ;

165,789 shares

of common stock upon warrant exercises for an aggregate exercise price of $ 189,000 ;

and, 22,056 shares of common stock upon cashless

warrant exercise.

7 - Stock Options and Warrants

of March 31, 2024, the Company had the following warrant securities outstanding:

Schedule of Warrant Securities Outstanding

Exercise Price

of June 30, 2024, the Company had the following warrant securities outstanding:

of Warrant Securities Outstanding

2018 Warrants –financing

3 unchanged sentences

2020 Warrants for services

March - April 2024

2020 Warrants for services

February 2025

1 unchanged sentence

September 2025

summary of all warrant activity for the three months ended March 31, 2024, is as follows:

Schedule of Warrant Activity

summary of all warrant activity for the six months ended June 30, 2024, is as follows:

of Warrant Activity

Balance outstanding at December

Balance outstanding at March 31, 2024

Exercisable at March 31, 2024

intrinsic value of the outstanding warrants as of March 31, 2024, was $ 0 , as the exercise prices exceeded the common stock’s fair

Balance outstanding at June 30, 2024

Exercisable at June 30, 2024

intrinsic value of the outstanding warrants as of June 30, 2024, was $ 0 , as the exercise prices exceeded the common stock’s fair

market value per share on that date.

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8 - Subsequent Events

Company has evaluated subsequent events through the filing of this Form 10-Q and determined that there have been no events that have

occurred that would require adjustments to our disclosures in the consolidated financial statements .

July 11, 2024, a new convertible promissory note was issued to David E.

Graber with a principal amount of $ 200,000

July 11, 2024, the Company reached a settlement agreement involving the outstanding note

held by Dallas Salazar.

As part of this settlement, the Company paid off $ 150,000 of Salazar’s

note, which had an original principal amount of $ 225,000 plus accrued interest.

Concurrently,

the Company issued a new promissory note to Dallas for the remaining balance of $ 107,551.37 .

August 6, 2024, a new convertible promissory note was issued to William Robinson, an unaffiliated party, with a principal amount

of $ 30,000 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements