What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-14 · 227 added, 138 removed, 608 unchanged (38% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30,

Current assets

19 unchanged sentences

Additional paid in capital

Stock to be issued

Accumulated deficit

10 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Operating Expenses

3 unchanged sentences

( 1,509,194 )

( 1,215,845 )

Other Expenses / Income

1 unchanged sentence

Fair value of stock issued for note modification

( 1,273,659 )

Interest expense

17 unchanged sentences

Statements of Changes in Stockholders’ Deficit

months Ended June 30, 2025 and 2024

Equity/(Deficit)

months Ended September 30, 2025 and 2024

Preferred stock

Stockholders’

Equity/(Deficit)

Stockholders’ Equity/

Balance as of December 31, 2023

5 unchanged sentences

( 2,041,882 )

Balance as of June 30, 2024

Balance as of September 30, 2024

$ ( 22,281,521 )

10 unchanged sentences

( 4,283,772 )

Balance as of June 30, 2025

Balance as of September 30, 2025

$ ( 28,830,329 )

5 unchanged sentences

Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

Cash Flows from Operating Activities

18 unchanged sentences

Proceeds from promissory notes

Repayment of promissory notes

$ ( 225,000 )

Net cash provided by financing activities

Net increase (decrease) in cash

Net decrease in cash

Cash, beginning of period

7 unchanged sentences

to Condensed Consolidated Financial Statements

the Six months Ended June 30, 2025 and 2024 (Unaudited)

the Nine months Ended September 30, 2025 and 2024 (Unaudited)

1 - Nature of the Business

60 unchanged sentences

The Company had a net loss of $ 4,283,772

during the six months ended June 30, 2025, has accumulated losses totaling $ 27,064,641 , and has a working capital deficit of $ 8,437,663

as of June 30, 2025.

during the nine months ended September 30, 2025, has accumulated losses totaling $ 28,830,329 , and has a working capital deficit of $ 9,237,497

as of September 30, 2025.

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

54 unchanged sentences

No impairment or capitalizable costs related to the

mineral claims were noted during the six months ended June 30, 2025 and 2024.

mineral claims were noted during the nine months ended September 30, 2025 and 2024.

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

4 unchanged sentences

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 June 30, 2025 and 2024, there were approximately 47,446 and 109,990 shares respectively, potentially issuable under convertible debt

of September 30, 2025 and 2024, there were approximately 0 and 285,728 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, 2025 and 2024 because their inclusion would have been anti-dilutive due to the Company’s net losses .

nine months ended September 30, 2025 and 2024 because their inclusion would have been anti-dilutive due to the Company’s net losses

Financial Instruments

46 unchanged sentences

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 six months ended June 30, 2025 and 2024.

Company recognized $ 0 revenue during the nine months ended September 30, 2025 and 2024.

Company issues convertible notes as part of its financing strategy, which may contain embedded features such as conversion options, redemption

65 unchanged sentences

Early adoption is permitted.

The Company adopted this guidance and applied it to its convertible notes issued throughout the six months ended June 30, 2025 and 2024.

The Company adopted this guidance and applied it to its convertible notes issued throughout the nine months ended September 30, 2025

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic

Improvements to Income Tax Disclosures, which enhances disclosure requirements related to income taxes, including rate reconciliation

and taxes paid by jurisdiction.

This standard is effective for fiscal years beginning after December 15, 2024.

The Company does not expect

a material impact upon adoption.

In November 2024, the FASB issued ASU No.

2024-03, Liabilities—Joint

Venture Formations (Subtopic 405-50):

Recognition and Initial Measurement, clarifying accounting by a joint venture upon formation and

requiring fair value measurement of contributed assets and liabilities.

This guidance is effective for fiscal years beginning after December

31, 2024, and interim periods beginning after December 15, 2027.

The Company does not expect a material impact upon adoption.

In April 2024, the FASB issued ASU No.

2024-04, Investments—Equity

Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method,

expanding the use of this method to additional tax credit structures.

This guidance is effective for fiscal years beginning after December

The Company does not expect a material impact upon adoption.

In January 2025, the FASB issued ASU No.

2025-01, Income Taxes (Topic 740):

Disclosure Framework—Changes to Income Tax Disclosure Requirements, which further refines disclosure requirements to improve consistency

and comparability.

This standard is effective for fiscal years beginning after December 15, 2025.

The Company is evaluating the impact

of this guidance.

In July 2025, the FASB issued ASU No.

2025-07, Leases (Topic 842):

about Leasing Arrangements, which enhances qualitative and quantitative lease disclosures.

This guidance is effective for fiscal years

beginning after December 15, 2026.

The Company does not expect the adoption to have a material effect on its consolidated financial statements.

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

67 unchanged sentences

Additionally, the Company issued 1,845 shares of common stock in compliance with the MFN terms.

During the six

months ended June 30, 2025, the note was extended to July 31, 2025 , increasing principal to $ 50,724 .

A total of 738 shares of common

stock were issued as additional consideration for the note extension.

The outstanding principal balance was $ 50,724 as of June 30,

Accrued interest as of June 30, 2025, was $ 5,137 .

During the nine

months ended September 30, 2025, the note was extended to July 31, 2025, on April 1, 2025, and to October 31, 2025, on July 31, 2025 ,

increasing principal to $ 55,796 .

A total of 2,090 shares of common stock were issued as additional consideration for the note extensions.

The outstanding principal balance was $ 55,796 as of September 30, 2025.

Accrued interest as of September 30, 2025, was $ 6,520 .

May 16 and August 28, 2024, five (5) short-term promissory notes in the aggregate amount of $ 564,182 were issued to the related party.

3 unchanged sentences

A total of 32,882 shares of common stock were issued to

a related party in connection with the agreement.

During the six months ended June 30, 2025, the note was extended to July 31, 2025 ,

increasing principal to $ 806,780 .

A total of 11,735 shares of common stock were issued as additional consideration for the note extension.

The outstanding principal balance was $ 806,780 as of June 30, 2025.

Accrued interest as of June 30, 2025, was $ 67,374 .

a related party in connection with the consolidation and extension agreement.

During the nine months ended September 30, 2025, the

note was extended to July 31, 2025, on April 1, 2025, and to October 31,2025, on July 31, 2025 , increasing principal to $ 887,458 .

A total of 32,882 shares of common stock were issued as additional consideration for the note extensions.

The outstanding principal

balance was $ 887,458 as of September 30, 2025.

Accrued interest as of September 30, 2025, was $ 89,359 .

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

17 unchanged sentences

to $ 139,817 .

A total of 27,963 shares of common stock were issued as additional consideration for the note extension.

During the six

months ended June 30, 2025, the note was extended to July 31, 2025 , increasing principal to $ 153,798 .

A total of 2,238 shares of common

stock were issued as additional consideration for the note extension.

The outstanding principal balance was $ 153,798 as of June 30, 2025.

Accrued interest as of June 30, 2025, was $ 13,333 .

A total of 10,093 shares of common stock were issued as additional consideration for the note extensions.

During the nine

months ended September 30, 2025, the note was extended to July 31, 2025, on April 1, 2025 and to October 31, 2025 on July 31, 2025 , increasing

principal to $ 169,178 .

A total of 6,281 shares of common stock were issued as additional consideration for the note extensions.

The outstanding

principal balance was $ 169,178 as of September 30, 2025.

Accrued interest as of September 30, 2025, was $ 17,524 .

the year ended December 31, 2024, short-term promissory note in the amount of $ 99,098 was issued to the related party.

1 unchanged sentence

interest of 10 %.

During the six months ended June 30, 2025, the note was extended to July 31, 2025 , increasing principal to $ 109,008 .

A total of 1,586 shares of common stock were issued as additional consideration for the note extension.

The outstanding principal balance

was $ 109,008 as of June 30, 2025.

Accrued interest as of June 30, 2025, was $ 5,560 .

During the nine months ended September 30, 2025, the note was extended to July 31, 2025, on April 1, 2025 and to October

31, 2025 on July 31, 2025 , increasing principal to $ 119,909 .

A total of 4,359 shares of common stock were issued as additional consideration

for the note extensions.

The outstanding principal balance was $ 119,909 as of September 30, 2025.

Accrued interest as of September 30,

2025, was $ 8,531 .

Notes Payable and Convertible Notes Payable – Related Party

36 unchanged sentences

the year ended December 31, 2024, notes with six investors not affiliated with the Company were amended with an increase in principal

from $ 1,950,000 to $ 3,394,584 , increase of interest rate from 7.5 % to 10 % and extended until March 31, 2025.

A total of 234,000 shares

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

During the six months

ended June 30, 2025, the notes were extended to July 31, 2025 , increasing principal to $ 3,734,042 .

A total of 54,316 shares of common

stock were issued as additional consideration for the note extension.

As of June 30, 2025, total principal and accrued interest on these

six notes totaled $ 3,734,042 and $ 405,613 , respectively.

from $ 1,950,000

to $ 3,394,584 ,

increase of interest rate from 7.5 %

and extended until March 31, 2025.

A total of 186,337

shares of common stock were issued according to the note agreements

or as additional consideration for the note amendments.

On April 1, 2025, the notes were extended to July 31, 2025, increasing the

principal to $ 3,734,042 .

A total of 54,316 shares of common stock were issued as additional consideration for the note extension.

On July 31, 2025, the notes were extended to October 31, 2025, increasing principal to $ 4,107,447 .

A total of 100,127

shares of common stock were issued as additional consideration

for the note extensions.

As of September 30, 2025, total principal and accrued interest on these six notes totalled $ 4,107,447

and $ 507,366 ,

respectively.

of the note with one (1) purchaser were amended several times (once under the MFN provision) resulting in an increase in principal from

$ 50,000 to $ 98,074 , increase of interest rate from 7.5 % to 10 % and extended until June 30, 2025.

$ 50,000 to $ 107,882 , increase of interest rate from 7.5 % to 10 % and extended until October 31, 2025.

Additionally, the Company issued

shares of common stock in compliance with the MFN terms and 1,427 shares of common stock were issued as additional consideration for

the note extension.

Accrued interest as of June 30, 2025, was $ 10,352 .

3,567 shares of common stock in compliance with the MFN terms and 4,050 shares of common stock were issued as additional consideration

for the note extension.

Accrued interest as of September 30, 2025, was $ 13,025 .

the year ended December 31, 2024, the Company entered into ten convertible promissory note agreements in the aggregate amount of

of which $ 447,787 with the related parties.

The Convertible Notes provided for a maturity of 10 and 12 months ;

7.5 %, 8 % and 10 % interest

During the year ended December 31, 2024, conditions of the notes were amended under the Most Favored Nation (MFN) provision

resulting in increase in principal to $ 1,047,321 (of which $ 631,811 with the related parties), increase of interest rate from 7.5 % to

of which $ 447,787

with the related parties.

The Convertible Notes provided for a maturity of 10

and 12 months ;

interest per annum.

During the year ended December 31, 2024, conditions of the notes were amended under the Most Favored Nation

(MFN) provision resulting in increase in principal to $ 1,047,321

(of which $ 631,811

with the related parties), increase of interest rate from 7.5 %

for all notes and extended until March 31, 2025.

Additionally, the Company issued 240,482 shares of common stock in compliance with

the MFN terms.

During the six months ended June 30, 2025, the notes were extended to July 31, 2025 , increasing principal to $ 1,152,052

(of which $ 694,992 with the related parties), A total of 17,127 shares of common stock were issued as additional consideration for the

note extension.

Accrued interest as of June 30, 2025, was $ 117,989 .

the six months ended June 30, 2025, the company entered into five convertible promissory note agreements in the aggregate amount of $ 105,000 ,

of which $ 80,000 with the related parties.

The Convertible Notes bear 10 % interest per annum.

During the six months ended June 30, 2025,

the notes were extended to July 31, 2025 , increasing principal to $ 115,500 (of which $ 22,000 with the related parties), A total of 1,680

shares of common stock were issued as additional consideration for the note extension.

Accrued interest as of June 30, 2025, was $ 4,100 .

the six months ended June 30, 2025, the company entered into seven convertible promissory note agreements in the aggregate amount of

$ 245,000 , of which $ 50,000 with the related party.

The Convertible Notes provided for a maturity

of July 31, 2025 and bear 10 % interest per annum.

Accrued interest as of June 30, 2025, was $ 3,951 .

maturities of debt remaining as of June 30, 2025, for each respective fiscal year end are as follows:

Additionally, the Company issued 48,098

shares of common stock in compliance with the MFN terms.

On April 1, 2025, the notes were extended to July 31, 2025, increasing

principal to $ 1,152,052 (of which $ 694,992 was with the related parties).

A total of 17,127 shares of common stock

were issued as additional consideration for the note extension.

On July 31, 2025, the notes were extended to October 31, 2025,

increasing the principal to $ 1,267,257

(of which $ 764,491

was with the related parties).

A total of 30,356

shares of common stock were issued as additional consideration for the note extensions.

Accrued interest as of September 30, 2025,

was $ 149,454 .

the nine months ended September 30, 2025:

company entered into five convertible promissory note agreements in the aggregate amount

of $ 105,000 , of which $ 80,000 with the related parties.

The Convertible Notes bear 10 % interest

On April 1,2025, the notes were extended to July 31, 2025,

increasing principal to $ 115,500 (of which $ 22,000 with the related parties), A total of 1,680 shares of common stock

were issued as additional consideration for the note extension.

On July 31, 2025, the notes were extended to October 31, 2025, increasing principal to

$ 127,050 (of which $ 96,800 with the related parties), A total of 2,898 shares of common stock

were issued as additional consideration for the note extensions.

Accrued interest as of September

30, 2025, was $ 7,247 .

company entered into seven convertible promissory note agreements in the aggregate amount

of $ 245,000 , of which $ 50,000 with the related party.

The Convertible Notes bear 10 % interest

On July 31, 2025, the notes were extended to October

31, 2025 , increasing principal to $ 269,500 (of which $ 55,000 with the related

A total of 6,029 shares of common stock were issued as additional consideration for

the note extensions.

Accrued interest as of September 30, 2025, was $ 10,628 .

company entered into five short-term convertible promissory note agreements in the aggregate

amount of $ 190,721 , of which $ 65,721 with the related party.

The Convertible Notes bear 10 %

interest per annum.

Conditions of three notes were amended under the Most Favored Nation

(MFN) provision resulting in increase in principal to $ 202,293 (of which $ 67,293 with the

related party).

Additionally, the Company issued 2,778 shares of common stock in compliance

with the MFN terms.

Accrued interest as of September 30, 2025, was $ 2,546 .

maturities of debt remaining as of September 30, 2025, for each respective fiscal year end are as follows:

Schedule of Maturities of Debt

3 unchanged sentences

the year ended December 31, 2023.

following schedule provides minimum future rental payments required as of June 30, 2025.

Schedule of Minimum Future Rental Payments

Total minimum lease payments

Amount represented interest

Present value of minimum lease payments and guaranteed residual value

The remaining balance of $ 36,254 under these lease agreements was written off as of September 30, 2025.

6 - Capital Stock

33 unchanged sentences

common stock.

As of June 30, 2025, and December 31, 2024, there were 10,000,000 shares of preferred stock authorized, and 0 shares issued

and outstanding.

Company has authorized 100,000,000 shares of common stock, with 2,750,947 and 2,586,982 shares issued and outstanding at June 30, 2025

As of September 30, 2025, and December 31, 2024, there were 10,000,000 shares of preferred stock authorized, and 0 shares

issued and outstanding.

Company has authorized 100,000,000 shares of common stock, with 2,925,440 and 2,586,982 shares issued and outstanding at September 30,

2025 and December 31, 2024.

the six months ended June 30, 2025, the Company issued 73,118 shares of common stock for services valued at $ 550,415 and 90,847 shares

of common stock for note modification.

the six months ended June 30, 2024, the Company issued 8,278 shares of common stock for services valued at $ 14,261 and 51,950 shares

of common stock for note modification.

the nine months ended September 30, 2025, the Company issued 73,118 shares of common stock for services valued at $ 595,415 and 265,340

shares of common stock for note modification.

the nine months ended September 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.

7 - Stock Options and Warrants

of June 30, 2025, the Company had the following warrant securities outstanding:

Schedule of Warrant Securities Outstanding

Exercise Price

2022 Exchange warrants

September 2025

summary of all warrant activity for the six months ended June 30, 2025, is as follows:

of September 30, 2025, the Company had no warrant securities outstanding.

summary of all warrant activity for the nine months ended September 30, 2025, is as follows:

Schedule of Warrant Activity

Balance outstanding at December 31, 2024

Balance outstanding at June 30, 2025

Exercisable at June 30, 2025

intrinsic value of the outstanding warrants as of June 30, 2025, was $ 0 , as the exercise prices exceeded the common stock’s fair

market value per share on that date.

Balance outstanding at September 30, 2025

Exercisable at September 30, 2025

options are awarded to the Company’s employees, consultants and non-employee members of the board of directors under the Equity

1 unchanged sentence

date of grant.

The aggregate fair value of these stock options granted by the Company during the six months ended June 30, 2025, was

determined to be $ 20,023 using the Black-Scholes-Merton option-pricing model based on the following assumptions:

The aggregate fair value of these stock options granted by the Company during the nine months ended September 30, 2025,

was determined to be $ 20,023 using the Black-Scholes-Merton option-pricing model based on the following assumptions:

(i) volatility rate

1 unchanged sentence

life of 10 years.

A summary of option activity under the Company’s Equity Incentive Plan as of June 30, 2025, and changes during

the year then ended, is presented below:

A summary of option activity under the Company’s Equity Incentive Plan as of September 30, 2025, and changes

during the year then ended, is presented below:

Schedule of Stock Option Activity Under Equity Incentive Plan

4 unchanged sentences

Cancelled or expired

Balance outstanding at June 30, 2025

Exercisable at June 30, 2025

Balance outstanding at September 30, 2025

Exercisable at September 30, 2025

Incentive Plan

18 unchanged sentences

over three years and expire in 5 to 10 years.

There are currently no awards issued and outstanding under the Plan.

As of September 30, 2025, all outstanding awards have been granted under

8 – Earnings Per Share

2 unchanged sentences

using the weighted average number of common shares issued and outstanding during the period, which were 2,699,784 and 2,314,020 for the

six months ended June 30, 2025, and June 30, 2024, respectively.

Diluted earnings per share includes the dilutive effect of potential

common shares, such as those issuable under convertible debt agreements, stock options, warrants, and preferred stock, unless their inclusion

is anti-dilutive.

For the six months ended June 30, 2025, and June 30, 2024, approximately 47,446 and 109,990 potential common shares,

respectively, were excluded from the diluted earnings per share calculation due to the Company’s reported net losses, as their

inclusion would have reduced the loss per share, rendering them anti-dilutive.

The determination of anti-dilution was based on the application

of the treasury stock method for options and warrants and the if-converted method for convertible debt and preferred stock, as applicable.

nine months ended September 30, 2025, and September 30, 2024, respectively.

Diluted earnings per share includes the dilutive effect of

potential common shares, such as those issuable under convertible debt agreements, stock options, warrants, and preferred stock, unless

their inclusion is anti-dilutive.

For the nine months ended September 30, 2025, and September 30, 2024, approximately 0 and 285,728 potential

common shares, respectively, were excluded from the diluted earnings per share calculation due to the Company’s reported net losses,

as their inclusion would have reduced the loss per share, rendering them anti-dilutive.

The determination of anti-dilution was based

on the application of the treasury stock method for options and warrants and the if-converted method for convertible debt and preferred

stock, as applicable.

9 - Segment Information

6 unchanged sentences

net income against comparable prior periods and the Company’s forecast.

the fiscal six months ended June 30, 2025, the CODM regularly receives and reviews the Company’s net income, and significant operating

expenses categories, which are integral to the measure of operating performance.

The significant expense categories include employee

compensation, office operations and professional services.

These expenses are presented below as they are included in the net income

measure used by the CODM:

the fiscal nine months ended September 30, 2025, the CODM regularly receives and reviews the Company’s net income, and significant

operating expenses categories, which are integral to the measure of operating performance.

The significant expense categories include

employee compensation, office operations and professional services.

These expenses are presented below as they are included in the net

income measure used by the CODM:

Schedule of Segment Information

Six Months Ended

Nine Months Ended

September 30,

General and administrative

7 unchanged sentences

( 1,509,194 )

( 1,215,845 )

Other Expenses / Income

8 unchanged sentences

10 - Subsequent Events

August 1, 2025, a new convertible promissory note was issued to a related party, with a principal amount of $ 15,721.27

On August 6, 2025, a new convertible promissory note was issued to a non-related party, with a principal amount of $ 50,000

Between August 1, 2025, and August 6, 2025, the Company entered into extension agreements with certain noteholders

October 23, 2025, the Company issued a convertible promissory note to a related party for

the principal amount of $ 200,000 for Accrued Payroll.

October 23, 2025, the Company issued a convertible promissory note to a related party for

the principal amount of $ 34,200 for Accrued Expenses.

October 31, 2025, the Company entered into extension agreements with certain noteholders

of its promissory and convertible notes.

Under the terms of these agreements, the maturity dates of the notes were extended to October 31, 2025 .

In consideration for the extensions, the noteholders received a 10 % increase in the principal amount of their notes and additional shares of common stock.

The total additional shares

issued in connection with these extensions amounted to 171,715 shares, and the aggregate principal increase was $ 646,498

Most Favored Nation Adjustment:

Three convertible promissory notes with original maturity dates of August 1, 2025 , August 6, 2025 and August 6, 2025 , and outstanding principal of $ 15,721.27 , $ 50,000 and $ 50,000 , respectively, received terms consistent with the extension agreements, including a 10 % increase in principal and 378 , 1,200 and

Under the terms of these agreements, the maturity

dates of the notes were extended to January 31, 2026 .

In consideration for the extensions,

the noteholders received a 10 % increase in the principal amount of their notes and additional

shares of common stock.

The total additional shares issued in connection with these extensions

amounted to 196,557 shares, and the aggregate principal increase was $ 731,377 .

October 31, 2025, two convertible promissory notes with original maturity dates of January

31, 2026 , and outstanding principal of $ 200,000

and $ 34,200 ,

respectively, received terms consistent with the extension agreements, including a 10 %

increase in principal (aggregate amount of $ 23,420 ) and 4,811

additional shares of common stock, respectively, pursuant to a Most Favored Nation clause.

The maturity date of the

notes remains October 31,

The maturity date of the notes remains January

November 4, 2025, the Company issued 14,740 shares of common stock to three (3) parties in

exchange for services provided.

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