What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-25 compared with 2024-04-01 · 725 added, 456 removed, 189 unchanged (86% of the section changed)

Financial Statements and Supplementary Data.

to Consolidated Financial Statements

BATTERY MATERIALS, INC.

31, 2023 and 2022

Report of Independent Registered Public Accounting Firm (PCAOB ID XXXX)

Financial Statements and Supplementary

Index to Consolidated Financial Statements

AMERICAN BATTERY MATERIALS, INC.

December 31, 2024 and 2023

Report of Independent Registered Public Accounting Firm (PCAOB ID 6580)

Consolidated Balance Sheets as of December 31, 2024 and 2023

3 unchanged sentences

Notes to Consolidated Financial Statements for the years ended December 31, 2024 and 2023

of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of American Battery Materials,

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheet of American Battery Materials, Inc.

(the Company) as of December 31, 2023, and the related consolidated statement of operations,

stockholders’ deficit, and cash flows for the year then ended and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally

accepted in the United States of America.

The financial statements

of the Company as of December 31, 2022, were audited by other auditors whose report dated April 20, 2023, expressed an unqualified opinion

on those statements.

Going Concern Considerations

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

The Company has suffered recurring losses since inception and has

not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern.

plans in regard to these matters are described in Note 2.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Report of Independent Registered Public Accounting

the Board of Directors and Shareholders

American Battery Materials, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of American Battery Materials, Inc.

(the Company) as of December 31, 2024 and

2023, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended and

the related notes (collectively referred to as the financial statements).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles

generally accepted in the United States of America.

Concern Considerations

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

The Company has suffered

recurring losses since inception and has not achieved profitable operations, which raise substantial doubt about its ability to continue

as a going concern.

Management’s plans in regard to these matters are described in Note 2.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there were no critical audit matters.

April 1, 2024

We have served as the Company’s auditor since 2023.

Los Angeles, California

PCAOB ID Number 6580

BATTERY MATERIALS, INC.

Balance Sheets

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated

or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for Convertible Notes

Audit Matter Description

discussed in Note 4 to the consolidated financial statements, the Company issued multiple convertible notes during 2024, which contained

embedded features.

Under ASC 815, Derivatives and Hedging , management is required to assess whether these embedded features should

be bifurcated and accounted for separately as derivative liabilities.

auditing of the Company’s convertible notes involved especially challenging auditor judgment due to the complexity of the embedded

features and the application of complex accounting guidance and consideration of various terms and conditions within the convertible

note agreements.

audit procedures to address the accounting of the convertible notes included the following, among others:

obtained and read the terms and conditions of all convertible notes issued to understand

the various features associated with the convertible notes.

assessed whether the embedded features met the bifurcation criteria under ASC 815, including

the evaluation of whether these features were clearly and closely related to the debt host.

evaluated management’s application of ASC 815-15 and ASC 480 to determine whether the

identified embedded features should be classified as derivatives and assessed the appropriateness

of their conclusions.

evaluated the competency and objectivity of management’s expert engaged by the Company

to assist in the accounting analysis of the convertible notes.

have served as the Company’s auditor since 2023.

Angeles, California

ID Number 6580

AMERICAN BATTERY MATERIALS, INC.

Consolidated Balance Sheets

Current assets

16 unchanged sentences

Stockholders’ deficit

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 and 50,000 shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 4,500,000,000 shares authorized, 11,373,793 and 10,818,522 shares issued and outstanding, respectively

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

stock, $ 0.001 par

value, 100,000,000 shares

authorized, 2,586,982 and

2,275,367 shares

issued and outstanding, respectively

Additional paid in capital

6 unchanged sentences

Total liabilities and stockholders’ deficit

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

BATTERY MATERIALS, INC.

Statements of Operations

The accompanying notes are an integral part of

the consolidated financial statements.

AMERICAN BATTERY MATERIALS, INC.

Consolidated Statements of Operations

Operating Expenses

5 unchanged sentences

Other Expenses / Income

Gain on change in fair value of derivative liabilities

Gain on settlement of liabilities

Gain (loss) on extinguishment of debt

( 1,842,273 )

Fair value of stock issued for note modification

Interest expense

Total other income (expenses)

Loss from operations before income taxes

Total other expenses / income

( 2,738,211 )

Income (loss) from operations before income taxes

( 4,306,918 )

( 2,384,802 )

Provision for income taxes

Net Income (Loss)

$ ( 4,306,918 )

2 unchanged sentences

Weighted average common shares – basic and diluted

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

BATTERY MATERIALS, INC.

Statements of Changes in Stockholders’ Deficit

Ended December 31, 2023 and 2022

The accompanying notes are an integral part of

the consolidated financial statements.

AMERICAN BATTERY MATERIALS, INC.

Consolidated Statements of Changes in Stockholders’

Years Ended December 31, 2024 and 2023

Preferred stock

4 unchanged sentences

$ ( 1,300,412 )

Preferred stock issued for cash

Shares issued for note conversion

Shares issued for warrant exercise

Shares issued for services

Fair value of warrants

Shares issued for warrant exercise

Shares issued for cashless warrant exercise

Conversion of preferred stock to common stock

Shares issued for note modification

Shares issued with notes

( 2,384,802 )

3 unchanged sentences

$ ( 3,016,893 )

Balance as of December 31, 2023

$ ( 20,239,639 )

$ ( 3,016,893 )

Balance, value

$ ( 20,239,639 )

$ ( 3,016,893 )

Shares issued for services

Shares issued for warrant exercise

Shares issued for cashless warrant exercise

Conversion of preferred stock to common stock

Shares issued for note modification

Shares issued with notes

Share-based compensation

( 4,306,918 )

3 unchanged sentences

$ ( 6,806,565 )

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

BATTERY MATERIALS, INC.

Statements of Cash Flows

Balance, value

$ ( 24,546,557 )

$ ( 6,806,565 )

The accompanying notes are an integral part of

the consolidated financial statements.

AMERICAN BATTERY MATERIALS, INC.

Consolidated Statements of Cash Flows

Cash Flows from Operating Activities

Net income (loss)

$ ( 4,306,918 )

2 unchanged sentences

Stock based compensation

Gain on settlement of liabilities

Gain on change in fair value of debt and warrant liabilities

Gain/loss on settlement of liabilities

Fair value of stock issued for note modification

8 unchanged sentences

Acquisition of mineral claims

Net cash used in investing activities

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 promissory notes

Proceeds from issuance of preferred stock

Repayment of promissory notes

Proceeds from warrant exercises

Repayment of convertible note

Net cash provided by financing activities

Net (decrease) increase in cash

Net increase (decrease) in cash

Cash, beginning of period

4 unchanged sentences

Accounts payable and accrued payable exchanged for convertible note

Convertible notes converted to common stock

Accrued interest on convertible notes converted to common stock

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

BATTERY MATERIALS, INC.

to Consolidated Financial Statements

the Years Ended December 31, 2023 and 2022

1 - Nature of the Business

Battery Materials, Inc.

(the “Company”) is a US based renewable energy company focused on the extraction, refinement and

distribution of technical minerals in an environmentally responsible manner.

Company formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout

North America.

Due to the nationwide shutdown related to the COVID-19 pandemic, the Company spent a portion of 2020 restructuring and

retiring certain corporate debt and obligations, while focusing on implementing a new operational direction.

the corporate reorganization and repositioning process, the Company found itself with the unique opportunity to expand its management

team and acquire mining claims that historically reported high levels of Lithium and other tech minerals.

The Company hired and affiliated

itself with industry veterans that bring decades of experience, credibility and relationships.

November 5, 2021, the Company acquired the rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah for $ 100,000 .

acquisition was driven by historical mineral data from seven (7) existing wells with brine aquifer access.

The independent third-party

Technical Report indicated that further investment and development in the claims were warranted.

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

The 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

Materials, Inc.

At the same time, the Company’s trading symbol was changed to BLTH.

These changes better reflect the business of

June 1, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition

II Corp., a Delaware corporation (“SGI I ”), and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary

of SGII (“Merger Sub”).

SGII is a blank check company, also referred to as a special purpose acquisition company, formed

for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar

business combination with one or more businesses.

Following material changes to the transaction proposed by SGII making the

transaction untenable to us, on November 20, 2023, SGII notified us that it had elected to terminate the Merger Agreement..

August 4, 2023, the Company filed an Amendment to the Certificate of Incorporation (the “Amendment”) in order to effect a

reverse stock split in the ratio of 1-for-300 (the “Reverse Split”).

The Company and its shareholders holding a majority

of the issued and outstanding shares of stock of the Company entitled to vote previously approved a reverse stock split for not less

than 1-for-10 and not more than 1-for-1,000, at any time prior to October 20, 2023, with the Company’s 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

On August 1, 2023, the Company’s unanimously approved the Reverse Split and authorized the filing of the Amendment.

8, 2023, the company effectuated the reverse split of the common stock by a ratio of one-for-300 (the “Reverse Split”).

The accompanying notes are an integral part of

the consolidated financial statements.

AMERICAN BATTERY MATERIALS, INC.

Notes to Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

Note 1 - Nature of the Business

American Battery Materials, Inc.

(the “Company”)

is a US based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally

responsible manner.

The Company formerly developed, marketed and distributed

various self-serve electronic kiosks and mall/airport co-branded islands throughout North America.

Due to the nationwide shutdown related

to the COVID-19 pandemic, the Company spent a portion of 2020 restructuring and retiring certain corporate debt and obligations, while

focusing on implementing a new operational direction.

Through the corporate reorganization

and repositioning process, the Company found itself with the unique opportunity to expand its management team and acquire mining claims

that historically reported high levels of Lithium and other tech minerals.

The Company hired and affiliated itself with industry veterans

that bring decades of experience, credibility and relationships.

On November 5, 2021, the Company acquired the

rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah for $ 100,000 .

The acquisition was driven by historical mineral

data from seven (7) existing wells with brine aquifer access.

The independent third-party Technical Report indicated that further investment

and development in the claims were warranted.

On April 25, 2023, the Company formed Mountain

Sage Minerals, LLC, a Utah limited liability company, of which it is the 100 % owner.

The 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.

On May 1, 2023, FINRA completed the processing

of our application for a name change, and our name was officially changed to American Battery Materials, Inc.

At the same time, the Company’s

trading symbol was changed to BLTH.

These changes better reflect the business of the Company.

On June 1, 2023, the Company entered into an Agreement

and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition II Corp., a Delaware corporation (“SGI I ”),

and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of SGII (“Merger Sub”).

SGII is a blank check

company, also referred to as a special purpose acquisition company, formed for the purpose of effectuating a merger, capital stock exchange,

asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.

Following material

changes to the transaction proposed by SGII making the transaction untenable to us, on November 20, 2023, SGII notified us that it had

elected to terminate the Merger Agreement.

On August 4, 2023, the Company filed an Amendment

to the Certificate of Incorporation (the “Amendment”) in order to effect a reverse stock split in the ratio of 1-for-300 (the

“Reverse Split”).

The Company and its shareholders holding a majority of the issued and outstanding shares of stock of the

Company entitled to vote previously approved a reverse stock split for not less than 1-for-10 and not more than 1-for-1,000, at any time

prior to October 20, 2023, with the Company’s 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.

On August 1, 2023, the Company’s unanimously

approved the Reverse Split and authorized the filing of the Amendment.

On December 8, 2023, the company effectuated the reverse split

of the common stock by a ratio of one-for-300 (the “Reverse Split”).

All per share amounts and number of shares in the consolidated

financial statements and related notes have been retroactively restated to reflect the Reverse Split.

16, 2025, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to effect a reverse stock split of the

issued and outstanding shares of its common stock at a ratio of one share for every 5 shares outstanding prior to the effective date of

the reverse stock split.

The reverse stock split became effective on January 24, 2025.

The total number of authorized shares of common

stock was reduced from 4,500,000,000 shares to 100,000,000 shares.

The par value of the class Common Stock will remain the same at $ 0.001

The 10,000,000 authorized shares of the Corporation’s preferred stock, par value $ 0.001 per share will not change.

per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to

reflect the Reverse Split.

Company has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks

with numerous extraction providers.

Selective mineral extraction is clearly the most cost-effective and ESG friendly approach currently

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 aquafer.

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

provide current results, analytical, geotech modeling, aquifer modeling, recharge, flows, and depth.

has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks with numerous

extraction providers.

Selective mineral extraction is clearly the most cost-effective and ESG friendly approach currently available.

are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines back down into the aquifer.

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

analytical, geotech modeling, aquifer modeling, recharge, flows and depth.

2 - Going Concern

accompanying consolidated financial statements have been prepared on a going concern basis.

The Company had net loss of $ 2,384,802 during

the year ended December 31, 2023, has accumulated losses totaling $ 20,239,639 , and has a working capital deficit of $ 3,222,893 as

of December 31, 2023.

The Company had a net loss of $ 4,306,918 during

the year ended December 31, 2024, has accumulated losses totaling $ 24,546,557 ,

and has a working capital deficit of $ 7,012,565

as of December 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.

Until the Company can generate significant cash from operations, its

ability to continue as a going concern is dependent upon obtaining additional financing.

The Company hopes to raise additional financing,

potentially through the sale of debt or equity instruments, or a combination, to fund its operations for the next 12 months and allow

the Company to continue the development of its business plans and satisfy its obligations on a timely basis.

Should additional financing

not be available, the Company will have to negotiate with its lenders to extend the repayment dates of its indebtedness.

no assurance that the Company will be able to successfully restructure its debt obligations in the event it fails to obtain additional

These conditions have raised substantial doubt as to the Company’s ability to continue as a going concern for one year

from the issuance of the financial statements, which has not been alleviated.

Note 3 - Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements

have been prepared in accordance with U.S.

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

uncertainties.

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

The Company hopes to raise additional financing, potentially through the sale of debt or equity instruments, or a combination,

to fund its operations for the next 12 months and allow the Company to continue the development of its business plans and satisfy its

obligations on a timely basis.

Should additional financing not be available, the Company will have to negotiate with its lenders to extend

the repayment dates of its indebtedness.

There can be no assurance that the Company will be able to successfully restructure its debt

obligations in the event it fails to obtain additional financing.

These conditions have raised substantial doubt as to the Company’s

ability to continue as a going concern for one year from the issuance of the financial statements, which has not been alleviated.

3 - Summary of Significant Accounting Policies

of Presentation and Principles of Consolidation

The accompanying

consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (GAAP).

The Company’s fiscal year end is December

Use of Estimates

The preparation of consolidated financial statements

in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements

and accompanying notes.

Actual results could differ from those estimates and be based on events different from those assumptions.

events and their effects cannot be predicted with certainty;

estimating, therefore, requires the exercise of judgment.

Thus, accounting

estimates change as new events occur, as more experience is acquired, or as additional information is obtained.

Property and Equipment

Property and equipment are stated at cost less

depreciation.

Depreciation is provided using the straight-line method over the estimated useful life of the assets.

Equipment has estimated

useful lives between three and seven years.

Expenditures for repairs and maintenance are charged to expense as incurred.

The Company’s

fiscal year end is December 31.

The preparation

of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts

reported in the financial statements and accompanying notes.

Actual results could differ from those estimates and be based on events different

from those assumptions.

Future events and their effects cannot be predicted with certainty;

estimating, therefore, requires the exercise

Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information is obtained.

and Equipment

and equipment are stated at cost less depreciation.

Depreciation is provided using the straight-line method over the estimated useful

life of the assets.

Equipment has estimated useful lives between three and seven years .

Expenditures for repairs and maintenance are charged

to expense as incurred.

of Long-lived Assets

1 unchanged sentence

in circumstances indicate that the carrying amount of an asset group may not be recoverable.

Recoverability of assets to be held and

used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset

If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying

amount of the asset group exceeds its fair value.

Recoverability of assets to be held and used

is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group.

If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount

of the asset group exceeds its fair value.

Rights and Properties

The 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”) regulation S-K 1300, exploration expenditures are expensed as incurred.

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.

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 $ 100,000 .

The Company acquired and staked

additional lithium mining claims adjacent to its Lisbon Valley Project in Utah for $ 106,000 .

The new claims have been registered with

the Bureau of Land Management.

The Company now owns a total of 743 placer claims over 14,260 acres, comprised of (i) the 102

original claims held;

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”) Regulation 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.

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 $ 100,000 .

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

The new claims

have been registered with the Bureau of Land Management.

The Company now owns a total of 743 placer claims over 14,260 acres, comprised

of (i) the 102 original claims held;

and (ii) the 641 new claims.

No impairment or capitalizable costs related to the mineral claims were noted during

the years ended December 31, 2023, or 2022.

Earnings Per Share

The Company presents basic and diluted earnings

per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per share reflect the actual weighted average of

shares issued and outstanding during the period.

Diluted earnings per share are computed including the number of additional shares that

would have been outstanding if dilutive potential shares had been issued.

In a loss period, 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.

As of December 31, 2023, and December 31, 2022,

there were approximately 290,000 and 320,000 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 years ended December 31, 2023

and 2022 because their inclusion would have been anti-dilutive due to the Company’s net losses.

Derivative Financial Instruments

The Company evaluates its financial instruments

to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

Certain warrants issued by

the Company contain terms that result in the warrants being classified as derivative liabilities for accounting purposes.

For derivative

financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value

and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations.

does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

No impairment or capitalizable costs related to the mineral claims were

noted during the years ended December 31, 2024 and 2023.

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

the actual weighted average of shares issued and outstanding during the period.

Diluted earnings per share are computed including the

number of additional shares that would have been outstanding if dilutive potential shares had been issued.

In a loss period, 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.

As of December

31, 2024, and December 31, 2023, there were approximately 63,236 and 126,324 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 years ended December 31, 2024 and 2023 because their inclusion would have been anti-dilutive due to the Company’s net losses.

Financial Instruments

evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded

at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement

of operations.

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

Value of Financial Instruments

certain of the Company’s financial instruments, including cash and equivalents, prepaid expenses and other assets, accounts payable,

accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities.

of the Company’s financial instruments, including cash and equivalents, prepaid expenses and other assets, accounts payable, accrued

liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities.

ASC 820, “Fair

4 unchanged sentences

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and

volume to provide pricing information on an ongoing basis.

Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially

the full term of the asset or liability.

This category includes those derivative instruments that the Company values using observable

Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments,

can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.

Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less

observable from objective sources (i.e.

The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

This category includes those derivative instruments that the Company values using observable market data.

Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.

Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e.

supported by little or no market activity).

Level 3 instruments include derivative warrant

The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level

1 or Level 2.

The Company accounts for stock-based compensation

in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all stock-based awards granted to employees,

directors, and non-employees to be measured at grant date fair value of the equity instrument issued and recognized as expense.

compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equivalent

to the vesting period.

The fair value of each stock option granted is estimated using the Black-Scholes option pricing model.

The measurement

date for the non-forfeitable awards to non-employees that vest immediately is the date the award is issued.

recognize revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should

recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration

to which the entity expects to be entitled in exchange for those goods or services.

In applying the revenue recognition principles, an

entity is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price,

allocate the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e.,

either over time or at a point in time).

ASC 606 further requires that companies disclose sufficient information to enable readers of

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

The Company recognized $ 0 revenue during

the years ended December 31, 2023, and 2022 .

Level 3 instruments include derivative warrant instruments.

The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2.

accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all

stock-based awards granted to employees, directors and non-employees to be measured at grant date fair value of the equity instrument

issued and recognized as expense.

Stock-based compensation expense is recognized on a straight-line basis over the requisite service period

of the award, which is generally equivalent to the vesting period.

The fair value of each stock option granted is estimated using the

Black-Scholes option pricing model.

The measurement date for the non-forfeitable awards to non-employees that vest immediately is the

date the award is issued.

revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should recognize

revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to

which the entity expects to be entitled in exchange for those goods or services.

In applying the revenue recognition principles, an entity

is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price, allocate

the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e., either

over time or at a point in time).

ASC 606 further requires that companies disclose sufficient information to enable readers of financial

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

recognized $ 0 revenue during the years ended December 31, 2024 and 2023.

Convertible Debt

The Company issues convertible

notes as part of its financing strategy, which may contain embedded features such as conversion options, redemption provisions, and contractual

adjustments like most favored nations clauses.

Convertible debt is accounted for under ASC 470, Debt, as amended by ASU 2020-06, Debt—Debt

with Conversion and Other Options, adopted by the Company effective January 1, 2024.

This standard simplifies the accounting by eliminating

certain separation models for convertible instruments, requiring the Company to evaluate the debt as a single instrument unless bifurcation

of embedded derivatives is required under ASC 815, Derivatives and Hedging.

Convertible notes are initially

recorded at their principal amount, net of issuance costs or discounts, and classified as liabilities unless specific features mandate

equity classification.

Interest expense is recognized using the effective interest method over the notes’ terms.

The Company’s convertible

debt instruments are debt host financial instruments containing embedded features, some of which would otherwise be required to be bifurcated

from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements

under ASC Topic 815, Derivatives and Hedging.

Embedded features are assessed to determine if they require bifurcation as derivatives.

Features are bifurcated if their economic characteristics and risks are not clearly and closely related to the debt host, the hybrid instrument

is not remeasured at fair value through earnings, and the feature would qualify as a standalone derivative.

Bifurcated derivatives are

recorded at fair value, with subsequent changes recognized in earnings.

However, features contingent on events with low probability (e.g.,

uplisting or an event of default) are assigned immaterial value.

The Company continues to monitor its facts and circumstances in each

reporting period to evaluate whether each immaterial embedded feature’s fair value or change to it is significant and would therefore

need to be ascribed value.

Common stock issued with convertible

notes are treated as freestanding equity instruments under ASC 815-40, recorded at fair value in additional paid-in capital, with proceeds

allocated between the debt and shares using the relative fair value method.

The fair value of the shares issued are treated as a discount

to the value of the convertible debt issued.

Debt issuance costs are capitalized

and amortized as additional interest expense over the debt term, unless allocated to bifurcated derivatives, in which case they are expensed

immediately if material.

Refinancings of convertible

and promissory notes previously issued by the Company are evaluated under ASC 470-50, Modifications and Extinguishments, or ASC 470-60,

Troubled Debt Restructurings by Debtors.

A refinancing is accounted for as an extinguishment if the present value of cash flows under

the new terms differs by at least 10% from the original terms or if a substantive conversion option is added or eliminated.

When an extinguishment

occurs, the original debt is derecognized and the new debt is recorded at fair value, recognizing any gain or loss in earnings.

extinguished, a refinancing is treated as a modification with no gain or loss recognition.

If the Company were to experience multiple

changes to the same debt within a one-year period, and the first of those changes were determined to be a modification, the Company would

then evaluate the changes within the one-year period on a cumulative basis.

A refinancing is classified as a troubled debt restructuring

(TDR) if the Company is experiencing financial difficulty and the creditor grants a concession (e.g., reduced effective interest rate).

For TDRs, the carrying amount is adjusted only if undiscounted future cash flows fall below the net carrying value of the original debt.

When the undiscounted future cash flows of refinanced debt fall below the net carrying value of the original debt, the Company would record

a gain for the difference.

It would further adjust the carrying value of the debt to the future undiscounted cash flow amount with no

interest expense recorded going forward.

All future interest payments would then reduce the carrying value of the respective debt modified.

If the undiscounted future cash flows are greater than the carrying value of the original debt, no gain would be recorded.

would then calculate a new effective interest rate based upon the carrying value of the original debt and the revised future cash flows

under the terms of the new debt.

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, 2023.

Early adoption is permitted for all entities no earlier than for fiscal years beginning after December

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.

Notes Payable and Promissory Note Payable – Related Party

In August 2020, the FASB issued ASU No.

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible

ASU 2020-06 eliminates certain models that require separate accounting for embedded conversion features, in certain cases.

Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s

The guidance also requires entities to use the if converted method for all convertible instruments in the diluted earnings

per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain

liability-classified share-based payment awards.

This guidance is effective beginning after December 15, 2023 and must be applied using

either a modified or full retrospective approach.

Early adoption is permitted.

The Company adopted this guidance and applied it to its

convertible notes issued throughout the years ended December 31, 2024 and 2023.

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.

Note 4 – Debt

Promissory Notes Payable and Promissory

Notes Payable - Related Party

In 2014 and 2016, the Company issued two promissory

notes in the total principal amount of $ 70,000 ;

a $ 40,000 Note issued December 19, 2014;

a $ 40,000 Note issued Dec 19, 2014;

and a $ 30,000 Note issued on March 29, 2016.

Each note had a one-year maturity date;

note had a one-year maturity date;

was governed by California law;

bears interest at 10 % per annum;

and requires notice from

the holder in order for the respective Note to be in default.

The holder of each Note has failed to provide a notice of default under

Further, enforceability of each Note is uncertain as California law has a 6 -year statute of limitations (commences on the

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

At December 31, 2023 and December 31, 2022, neither of the Notes was in default,

and the balance outstanding was $ 70,000 .

and requires notice from the holder

in order for the respective Note to be in default.

The holder of each Note has failed to provide a notice of default under either Note.

Further, enforceability of each Note is uncertain as California law has a 6 -year statute of limitations (commences on the maturity date)

to initiate a collection action on a note.

At December 31, 2023, neither of the Notes was in default and the balance outstanding was $ 70,000 .

During the year ended December 31, 2016, the Company

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$ 30,000 is represented by a note issued

on September 23, 2016.

on Sept 23, 2016.

This note had a one-year maturity date;

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bears interest at 10 % per annum;

requires notice from the holder in order to be in default.

notice from the holder in order to be in default.

The holder of this Note has failed to provide a notice of default.

enforceability of this Note is uncertain as California law has a 6-year statute of limitations (commences on the maturity date) to initiate

a collection action on a note.

At December 31, 2023 and December 31, 2022, this Note was not in default, and the balance outstanding was

$ 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.

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

As of December 31, 2023 and December 31, 2022, the original $ 50,000 note was no longer issued and outstanding.

interest at December 31, 2023 and December 31, 2022 on these notes totaled $ 134,414 and $ 131,414 , respectively.

Further, enforceability

of this Note is uncertain as California law has a 6 -year statute of limitations (commences 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 .

$ 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.

The replacement note was

converted into shares of our common stock during the quarter ended December 31, 2022.

As of December 31, 2023, the original $ 50,000 note

was no longer issued and outstanding.

Accrued interest at December 31, 2023, on these

notes totaled $ 134,414 .

During the year ended December 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 the noteholder.

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

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The notes have a 1 -year term, bear interest of 7 % and 9 % if paid in cash.

the year ended December 31, 2023, due dates of 4 promissory notes were extended for 7 – 9 months, of which 3 notes with related

parties for $ 175,000 .

A total of 3,368 shares of common stock were issued to related party in connection with the agreement of the holder

to extend the maturity date of a $ 100,000 note.

During the year ended December

31, 2023, due dates of 4 promissory notes were extended for 7 – 9 months, of which 3 notes with related parties for $ 175,000 .

total of 1,010,402 shares

of common stock were issued to related party in connection with the agreement of the holder to extend the maturity date of a $ 100,000

The outstanding principal balance was $ 250,000 as of December 31, 2023.

interest at December 31, 2023 and December 31, 2022 on these notes totaled $ 19,880 and $ 7,513 , respectively.

During the year ended December 31, 2023, the Company

entered into a short-term promissory note agreement in the amount of $ 125,000 .

Accrued interest at December 31, 2023, these notes totaled

During the year ended December 31, 2024:

On March 21, 2024, two (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 exchanged by a new convertible note.

On March 22, 2024, one (1) promissory note in the aggregate amount of $ 50,000 and accrued interest in the amount of $ 5,322 were forgiven by the noteholder.

The noteholder was issued a new convertible note in exchange.

On March 22, 2024, one (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 the noteholder.

The noteholder was issued a new convertible note in exchange.

On March 28, 2024, one (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.

On October 23, 2024, the Company entered into a transaction that triggered certain most favored nations (MFN) provisions under the note.

As such, the principal amount due under the note has increased resulting in a new principal amount of $ 46,113 .

Additionally, the Company issued 9,223 shares of common stock in compliance with the MFN terms.

Accrued interest as of December 31, 2024, was $ 2,717 .

Between 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.

The notes beared interest of 8 %.

On September 30, 2024, these notes were consolidated into a new note with increase in principal to $ 733,436 , increase of interest rate from 8 % to 10 % and 6-months term.

A total of 146,687 shares of common stock were issued to a related party in connection with the agreement.

The outstanding principal balance was $ 733,436 as of December 31, 2024.

Accrued interest at December 31, 2024, on the note was $ 28,868 .

During the year ended December 31,

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

The note has a discount of $ 25,000 .

1 unchanged sentence

shares of common stock were issued as additional consideration for the issuance of the note evidencing the loan.

the year ended December 31, 2023, $ 7,008 in principal and $ 60,976 in interest were forgiven by noteholders.

Notes Payable and Convertible Notes Payable – Related Party

In February 2023, the Company entered into a convertible

promissory note agreement in the amount of $ 25,000 with a related party.

The note has a 1 -year term, bears interest of 9 %,

and has a conversion price equal to the lesser of (1) the most recent issuance price;

or (2) closing price for the common stock on the

maturity date.

The outstanding principal balance was $ 25,000 as of December 31, 2023.

On December 29,

2023, the promissory note was bought by another holder not affiliated with the Company, then exchanged by a new note on January 1,

2024, with an increase of principal to $ 175,000

and interest rate of 10 %.

During the year ended December 31, 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.

During the year ended December 31, 2024, the

note was partially repaid in the amount of $ 150,000 .

The remaining principal in the amount of $ 75,000

and accrued interest in the amount of $ 32,551

were exchanged into a new promissory note.

The new short-term promissory note in the amount of $ 107,551

bears interest of 10 %.

The outstanding principal balance was $ 107,551

as of September 30, 2024.

During the year ended December 31, 2024, the note was extended to March 31, 2025, increasing principal to

A total of 27,963

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

Accrued interest as of December 31, 2024, was

During the year ended December 31, 2023, the Company

entered into Note Purchase Agreements with seven investors not affiliated with the Company (the “Purchasers”) pursuant to

which the Purchasers purchased from the Company convertible notes (the “Convertible Notes”) with an aggregate principal amount

of $ 2,000,000 .

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 on December 31, 2023 were $ 2,000,000 and $ 95,396 ,

respectively.

The Convertible Notes provide for a maturity of

During the year ended December 31, 2024, short-term

promissory note in the amount of $ 99,098 was issued to the related party.

The note bears interest of 10 %.

The outstanding principal balance

was $ 99,098 as of December 31, 2024.

Accrued interest as of December 31, 2024, was $ 358 .

Convertible Notes Payable and Convertible

Notes Payable – Related Party

February 2023, the Company entered into a convertible promissory note agreement in the amount of $ 25,000

with a related party.

The note had a 1 -year

term, beared interest of 9 %

and had a conversion price equal to the lesser of (1) the most recent issuance price;

or, (2) closing price for the common stock on

the maturity date.

The outstanding principal balance was $ 25,000

as of December 31, 2023.

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

During the year ended December 31, 2024, total

principal in the amount of $ 25,000

and accrued interest in the amount of $ 2,574

were forgiven by the noteholder.

The noteholder was issued new convertible note in exchange for the convertible note of $ 25,000

and a promissory note of $ 100,000 .

new note in the amount of $ 138,074

had a 1 -year term, beared interest of 7.5 %.

year ended December 31, 2024, conditions of the issued note were amended under the Most Favored Nation (MFN) provision (see

year ended December 31, 2023, the Company entered into Note Purchase Agreements with seven investors not affiliated with the Company (the

“Purchasers”) pursuant to which the Purchasers purchased from the Company convertible notes (the “Convertible Notes”)

with an aggregate principal amount of $ 2,000,000 .

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 at December 31,

2023, were $ 2,000,000 and $ 95,396 , respectively.

The Convertible

Notes provide for a maturity of 12-months;

7.5 % interest per annum;

and no right to prepay during the first 6-months after the date of issuance (the “Issuance

The Convertible Notes are convertible into shares of common stock of the Company (the “Conversion Shares”) as

(a) The Convertible Notes automatically convert

into Conversion Shares upon the shares of the Company’s common stock being listed on a higher exchange due to the (i) pricing and

funding of a form S-1 registration statement;

or (ii) the closing of a transaction resulting in the uplist (either, a “Triggering

Transaction”).

The conversion price for the Conversion Shares in an automatic conversion shall be equal to:

and no right to prepay during the first 6-months after the date of

issuance (the “Issuance Date”).

The Convertible Notes are convertible into shares of common stock of the Company (the “Conversion

Shares”) as follows:

The Convertible Notes automatically convert into Conversion Shares upon the shares of the Company’s common stock being listed on

a higher exchange due to the (i) pricing and funding of an S-1 registration statement;

or, (ii) the closing of a transaction resulting

in the uplist (either, a “Triggering Transaction”).

The conversion price for the Conversion Shares in an automatic conversion

shall be equal to:

75 % of the price under the Triggering Transaction if within 120-days of the Issuance Date;

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65 % of the price under the Triggering Transaction if more than 150-days of the Issuance Date.

(b) The Purchasers have the right to convert into

Conversion Shares, in whole or in part, at any time after 180 days following the Issuance Date.

The conversion price for the Conversion

Shares in a voluntary conversion shall be equal to 65 % of the volume weighted average price for the Company’s common stock

during the 20-consecutive trading days preceding the conversion.

Scheduled maturities of debt remaining as of December

31, 2023, for each respective fiscal year end are as follows:

The following table reconciles, for the years

ended December 31, 2023, and 2022, the beginning and ending balances for financial instruments related to the embedded conversion features

that are recognized at fair value in the consolidated financial statements.

Balance of embedded derivative at the beginning of the period

Change in fair value of conversion features

Balance of embedded derivatives at the end of the period

The Purchasers have the right to convert into Conversion Shares, in whole or in part, at any time after 180-days following the Issuance

The conversion price for the Conversion Shares in a voluntary conversion shall be equal to 65 % of the volume weighted average price

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

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 %

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.

of December 31, 2024, total principal and accrued interest on these six notes totaled $ 3,394,584

and $ 227,398 ,

respectively.

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

increase of interest rate from 7.5 %

and extended until March 31, 2025.

Additionally, the Company issued 30,832 shares of

common stock in compliance with the MFN terms.

Accrued interest as of December 31, 2024, was $ 5,233 .

the year ended December 31, 2024, the

Company entered into ten convertible promissory note agreements in the aggregate amount of $ 736,511 ,

of which $ 447,787

with the related parties.

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.

interest as of December 31, 2024, was $ 46,866 .

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

of Maturities of Debt

5 - Capital Lease Obligations

During the year ended December 31, 2018, the Company

entered into various capital lease agreements.

The leases expire at various points through the year ended December 31, 2023.

following schedule provides minimum future rental payments required as of December 31, 2023.

year ended December 31, 2018, the Company entered into various capital lease agreements.

The leases expire at various points through the

year ended December 31, 2023.

The following

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

of Minimum Future Rental Payments

Total minimum lease payments

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6 - Capital Stock

The Company filed a certificate of amendment to

its certificate of incorporation, which effectuated as of December 8, 2023, a reverse split of the Company’s common stock by a ratio

of one-for-300 (the “Reverse Split”).

All per share amounts and number of shares in the consolidated financial statements

and related notes have been retroactively restated to reflect the Reverse Split.

On October 20, 2022 the Company, following receipt

of written approval from stockholders acting without a meeting and holding at least the 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”);

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 to 4,500,000,000 (the “Authorized

Share Increase”).

16, 2025, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to effect a reverse stock split of the

issued and outstanding shares of its common stock at a ratio of one share for every 5 shares outstanding prior to the effective date of

the reverse stock split.

The reverse stock split became effective on January 24, 2025.

The total number of authorized shares of common

stock was reduced from 4,500,000,000 shares to 100,000,000 shares.

The par value of the class Common Stock will remain the same at $ 0.001

The 10,000,000 authorized shares of the Corporation’s preferred stock, par value $ 0.001 per share will not change.

filed a certificate of amendment to its certificate of incorporation, which effectuated as of December 8, 2023, a reverse split of the

Company’s common stock by a ratio of one-for-300 (the “Reverse Split”).

All per share amounts and number of shares in

the consolidated financial statements and related notes have been retroactively restated to reflect the Reverse Split.

20, 2022 the Company, following receipt of written approval from stockholders acting without a meeting and holding at least the 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”);

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 to 4,500,000,000

(the “Authorized Share Increase”).

The Authorized Share Increase was effective as of October 20, 2022.

The Name Change was processed by FINRA and

was effective as of May 1, 2023, at which time the Company’s trading symbol was changed to BLTH.

October 20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86 % of the issued and outstanding

shares of stock of the Company entitled to vote took action by written consent and without a meeting, pursuant to Delaware General Corporate

The Name Change was

processed by FINRA and was effective as of May 1, 2023, at which time the Company’s trading symbol was changed to BLTH.

20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86 % of the issued and outstanding shares

of stock of the Company entitled to vote took action by written consent and without a meeting, pursuant to Delaware General Corporate

Law Section 228 and adopted and approved the following actions:

1 unchanged sentence

Future amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s Common Stock 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.

The Company has authorization for “blank

check” preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to common stock.

December 31, 2023, and December 31, 2022, there were 10,000,000 shares of preferred stock authorized, and 0 and 50,000 shares

issued and outstanding, respectively.

August 12, 2022, the Company effected with the Delaware Secretary of State a designation of 50,000 shares of Series A Super

Voting Preferred Convertible Stock, having a par value of $ 0.001 per share and a purchase price of $ 1.00 per share (the “Series

A Preferred”).

Series A Preferred may vote on any action upon which holders of the Common Stock may vote, and they shall vote together as one class

with voting rights equal to sixty percent ( 60 %) of all of the issued and outstanding shares of Common Stock of the Company.

A Preferred shall automatically convert into shares of Common Stock upon the earlier of either a) the effectiveness of a registration

statement under the Securities Act of 1933, or b) Twelve (12) months from the issuance of the Series A Preferred Stock at a ratio equal

to the purchase prices per share of the Series A Preferred divided by $ 0.005 .

the year ended December 31, 2023, the Company converted 50,000 shares of its Series A Preferred stock into 33,333 shares of its common

Company has authorized 4,500,000,000 shares of common stock, with 11,373,793 and 10,818,522 shares issued

and outstanding at December 31, 2023 and December 31, 2022, respectively.

the year ended December 31, 2023, the Company issued 555,271 shares of its common stock, including 170,509 shares of common

stock for services valued at $ 203,002 ;

196,491 shares of common stock upon warrant exercises for an aggregate exercise price

of $ 224,000 ;

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

As of December 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.

has authorized 100,000,000 shares of common stock, with 2,586,982 and 2,275,367 shares issued and outstanding at December 31, 2024 and

December 31, 2023, respectively.

year ended December 31, 2024, the Company issued 35,444 shares of common stock for services valued at $ 53,285 and 276,171 shares of common

stock for note modification.

During the year ended December 31, 2023, the Company

issued 111,055 shares of its common stock, including 34,102 shares of common stock for services valued at $ 203,002 ;

39,298 shares of common

stock upon warrant exercises for an aggregate exercise price of $ 224,000 ;

11,200 shares of common stock upon cashless warrant exercise;

33,333 shares of common stock upon conversion of 50,000

shares of its Series A Preferred stock, 55,451 shares of common stock for note modification, and 43,489 shares of common stock in relation

to issuance of promissory and convertible notes.

the year ended December 31, 2022, the Company issued 9,699,259 shares of its common stock, including 9,560,224 shares upon the conversion

of $ 8,987,027 of convertible notes and accrued interest;

114,035 shares upon warrant exercises for an aggregate exercise price of $ 130,000 ;

and 25,000 shares for services valued at $ 51,000 issued pursuant to an Investors Relations Consulting Agreement with a third party dated

December 12, 2022.

6,667 shares of common stock upon conversion of 50,000 shares of its Series A Preferred stock, 11,090 shares of common stock for note

modification, and 8,698 shares of common stock in relation to issuance of promissory and convertible notes.

7 - Stock Options and Warrants

As of December 31, 2023, the Company had the following

warrant securities outstanding:

As of December

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

of Warrant Securities Outstanding

Exercise Price

2018 Warrants – financing

September 2024

2019 Warrants –financing

March - October 2024

2020 Warrants for services

March - April 2024

2020 Warrants for services

February 2025

2022 Exchange warrants

September 2025

A summary of all warrant activity for the year

ended December 31, 2023, is as follows:

of all warrant activity for the year ended December 31, 2024, is as follows:

of Warrant Activity

Balance outstanding at December 31, 2023

1 unchanged sentence

Exercisable at December 31, 2024

The intrinsic value of the outstanding warrants

as of December 31, 2023, was $ 0 , as the exercise prices exceeded the common stock’s fair market value per share on that date.

Equity Incentive Plan

On July 22, 2011, the Board of Directors of the

Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”) and on July 26, 2011, stockholders holding a

majority of shares of the Company approved, by written consent, the Plan and the issuance under the Plan of 16,667 shares.

November 16, 2017, the Board of Directors approved an increase of 33,333 shares to be made available for issuance under the

Accordingly, the total number of shares of common stock available for issuance under the Plan is 50,000 shares.

may be granted to employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related

Such options may be designated at the time of grant as either incentive stock options or nonqualified stock options.

compensation includes expense charges related to all stock-based awards.

The intrinsic

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

value per share on that date.

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

Incentive Plan and are generally granted with an exercise price equal to the market price of the Company’s common stock at

the date of grant.

The aggregate fair value of these stock options granted by the Company during the year

ended December 31, 2024, was determined to be $ 226,945 using

the Black-Scholes-Merton option-pricing model based on the following assumptions:

(i) volatility rate of 31 %, (ii) discount rate of 0 %,

(iii) zero expected dividend yield, (iv) risk-free rate of 4.03 %, (v) price of $ 0.31 ,

and (vi) expected life of 3 years.

A summary of option activity under the Company’s Equity

Incentive Plan as of December 31, 2024, and changes during the year then ended, is presented below:

of Stock Option Activity Under Equity Incentive Plan

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term

Balance outstanding at December 31, 2023

Cancelled or expired

Balance outstanding at December 31, 2024

Exercisable at December 31, 2024

Incentive Plan

July 22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”)

and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance

under the Plan of 16,667

On November 16, 2017, the Board of Directors approved an increase of 33,333

shares to be made available for issuance under the Plan.

Accordingly, the total number

of shares of common stock available for issuance under the Plan is 50,000

On August 13, 2024, the Board of Directors adopted the American Battery

Materials Inc.

2024 Incentive Compensation Plan, which was deemed desirable and in the best interests of the Corporation, authorizing

the executive officers to implement and administer this new plan, reserving 800,000

shares of Common Stock for issuance.

Awards may be granted to employees, officers, directors,

consultants, agents, advisors and independent contractors of the Company and its related companies.

Such options may be designated at

the time of grant as either incentive stock options or non-qualified stock options.

Stock-based compensation includes expense charges

related to all stock-based awards.

Such awards include options, warrants and stock grants.

the Company issues stock options that vest over three years and expire in 5 to 10 years.

There are currently no awards

issued and outstanding under the Plan.

8 - Income Taxes

Loss from operations before provision (benefit) for income taxes and

associated tax provision (benefit) are summarized in the following table:

Generally, the Company issues stock options

that vest over three years and expire in 5

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

Note 8 – Earnings Per Share

Earnings per share calculations are performed

in accordance with ASC 260, ‘Earnings Per Share’.

Basic earnings per share is calculated using the weighted average number of common

shares issued and outstanding during the period, which were 2,377,691 and 2,231,671 for the years ended December 31, 2024, and December

31, 2023, 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 years ended

December 31, 2024, and December 31, 2023, approximately 63,236 and 126,324 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.

Note 9 - Income Taxes

Loss from operations before provision (benefit)

for income taxes and associated tax provision (benefit) are summarized in the following table:

of Loss from Operations Before Provision (Benefit) for Income Taxes and Associated Tax Provision (Benefit)

Years ended December 31,

Net Income (Loss)

$ ( 4,306,918 )

$ ( 2,384,802 )

Income (Loss)

$ ( 4,306,918 )

4 unchanged sentences

Total Deferred

( 1,189,181 )

Less Increase in Allowance

Total Income Tax Provision

significant components of the deferred tax assets and liabilities are summarized below:

Total Income Tax Provision (Benefit)

The significant components of the deferred tax

assets and liabilities are summarized below:

of Deferred Tax Assets and Liabilities

Years ended December 31,

3 unchanged sentences

Stock Based Compensation

Beneficial Conversion Feature

Accrued Compensation

3 unchanged sentences

Net Deferred Tax Assets (Liabilities)

At December 31, 2023 and 2022, the Company has available net operating

loss carry-forwards for federal and state income tax purposes of approximately $ 15.2 million and $ 12.8 million, respectively.

Of the federal

net operating loss carryforward, $ 9.5 million, if not utilized earlier, expires through 2039 and $ 3.3 million will carry-forward indefinitely.

At December 31, 2024 and 2023, the Company has

available net operating loss carry-forwards for federal and state income tax purposes of approximately $ 19.5 million and $ 15.2 million,

respectively.

Of the federal net operating loss carryforward, $ 16.2 million, if not utilized earlier, expires through 2040 and $ 3.3 million

will carry-forward indefinitely.

The state net operating loss carryforwards expire through 2043, if not utilized earlier.

Due to the uncertainty as to the Company’s

ability to generate sufficient taxable income in the future and utilize the net operating loss carry-forwards before they expire, the

Company has recorded a valuation allowance to fully offset the net operating loss carry-forwards, as well as the total net deferred tax

Revenue Code Section 382 (“Section 382”) imposes limitations on the availability of a company’s net operating losses

and other corporate tax attributes as certain significant ownership changes occur.

As a result of the historical equity instrument issuances

by the Company, a Section 382 ownership change may have occurred and a study will be required to determine the date of the ownership

change, if any.

The amount of the Company’s net operating losses and other tax attributes incurred prior to any ownership change

may be limited based on the Company’s value.

A full valuation allowance has been established for the Company’s deferred tax

assets, including net operating losses and any other corporate tax attributes.

Due to the uncertainty

as to the Company’s ability to generate sufficient taxable income in the future and utilize the net operating loss carry-forwards

before they expire, the Company has recorded a valuation allowance to fully offset the net operating loss carry-forwards, as well as the

total net deferred tax assets.

Internal Revenue Code Section 382 (“Section

382”) imposes limitations on the availability of a company’s net operating losses and other corporate tax attributes as certain

significant ownership changes occur.

As a result of the historical equity instrument issuances by the Company, a Section 382 ownership

change may have occurred and a study will be required to determine the date of the ownership change, if any.

The amount of the Company’s

net operating losses and other tax attributes incurred prior to any ownership change may be limited based on the Company’s value.

A full valuation allowance has been established for the Company’s deferred tax assets, including net operating losses and any other

corporate tax attributes.

During the years ended December 31, 2024 and 2023,

the Company had no unrecognized uncertain tax positions.

The Company’s policy is to recognize interest accrued and penalties

related to unrecognized uncertain tax positions in tax expense.

Company files income tax returns in the U.S.

The Company’s policy is to recognize interest accrued and penalties related

to unrecognized uncertain tax positions in tax expense.

The Company files income tax returns in the U.S.

federal jurisdiction, as well as the states of California, Florida, Illinois and New York.

The tax years 2019-2023 generally remain open to examination by the U.S.

The tax years 2020-2024 generally remain open

to examination by the U.S.

federal and state taxing authorities.

reconciliation of the income tax provision using the statutory U.S.

income tax rate compared with the actual income tax provision reported

on the consolidated statements of operations is summarized in the following table:

A reconciliation of the income tax provision using

the statutory U.S.

income tax rate compared with the actual income tax provision reported on the consolidated statements of operations

is summarized in the following table:

of Reconciliation of Income Tax Provision

Years ended December 31,

5 unchanged sentences

Effective tax rate benefit (provision)

Note 10 - Segment Information

The Company operates and manages its business as one operating and

reportable segment, which is the business of renewable energy focused on the extraction, refinement and distribution of technical minerals

in an environmentally responsible manner.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive

The Company’s measure of segment profit or loss is net income.

For purposes of evaluating performance and allocating resources,

the CODM reviews the financial information and evaluates net income against comparable prior periods and the Company’s forecast.

For the fiscal year ended December 31, 2024, the CODM regularly receives

and reviews the Company’s net income, and significant operating expenses categories, which are integral to the measure of operating

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

Year Ended December 31,

General and administrative

Wages and related

$ ( 606,955 )

$ ( 604,889 )

Office Operations

Professional Services

( 1,252,543 )

Other Operating Expenses

Total Operating Expenses

$ ( 1,568,707 )

$ ( 2,453,700 )

Other Expenses / Income

Gain (loss) on extinguishment of debt

( 1,842,273 )

Fair value of stock issued for note modification

Interest expense

Total Other Expenses / Income

$ ( 2,738,211 )

Net Income (Loss)

$ ( 4,306,918 )

$ ( 2,384,802 )

11 - Subsequent Events

The Company has evaluated events occurring subsequent

to December 31, 2023, through the date these financial statements were issued and determined the following significant events require

January 1, 2024, the Company executed an exchange agreement to substitute a promissory note originally valued at $ 125,000 with a new

promissory note valued at $ 175,000 .

The additional principal of $ 50,000 was provided as non-cash consideration for extending the maturity

date of the original note.

● On January 16, 2024, a new convertible promissory note was issued with a principal amount of $ 30,000 .

● On January 31, 2024, the company issued 833 shares of its common stock as payment for services rendered.

On February 23, 2024, the company issued 833 shares of its common stock as payment for services rendered.

● On February 29, 2024, a new convertible promissory note was issued with a principal amount of $ 25,000 .

● On February 29, 2024, the Company executed an exchange agreement to substitute a promissory note originally valued at $ 175,000 with a new promissory note valued at $ 225,000 .

The additional principal of $ 50,000 was provided as non-cash consideration for extending the maturity date of the original note.

On March 21, 2024, a new convertible promissory note was issued for a value of $254,713.44, including $50,000 in additional capital, cancellation of a $50,000 promissory note dated July 27, 2022, cancellation of a $25,000 promissory note dated November 8, 2022, cancellation of accrued salary amounting to $96,653.84 as of February 29, 2024, and cancellation of $30,350 due in un-reimbursed advances.

On March 22, 2024, a new convertible promissory note was issued for a value of $138,073.94, involving the cancellation of a $25,000 promissory note dated February 28, 2022, and a $100,000 promissory note dated September 12, 2022.

● On March 22, 2024, a new convertible promissory note was issued for a value of $ 55,321.92 , including the cancellation of a $ 50,000 promissory note dated September 14, 2022, which had a balance of $ 55,321.92 .

● On March 22, 2024, a new convertible promissory note was issued for a value of $ 102,996.71 , involving the cancellation of three promissory notes:

a $ 40,000 note dated December 19, 2014, a $ 30,000 note dated March 29, 2016, and a $ 30,000 note dated September 23, 2016, with a combined current balance of $ 102,996.71 .

● On March 22, 2024, a new convertible promissory note was issued for a value of $ 25,404.88 , involving the cancellation of accrued expenses amounting to $ 25,404.88 .

Changes In and Disagreements With Accountants On Accounting and Financial Disclosure.

January 1, 2025, 2,000 warrants issued in 2020 for services, with an exercise price of $ 7.50 per share, expired in accordance with their

original terms.

As of December 31, 2024, these warrants were outstanding and had no intrinsic value, as the exercise price exceeded the

market price of the company’s common stock.

The expiration of these warrants does not impact the financial position or results

of operations as presented in the accompanying financial statements, as no adjustments were required.

16, 2025, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to effect a reverse stock split of the

issued and outstanding shares of its common stock at a ratio of one share for every 5 shares outstanding prior to the effective date of

the reverse stock split.

The reverse stock split became effective on January 24, 2025.

The total number of authorized shares of common

stock was reduced from 4,500,000,000 shares to 100,000,000 shares.

The par value of the class Common Stock will remain the same at $ 0.001

The 10,000,000 authorized shares of the Corporation’s preferred stock, par value $ 0.001 per share will not change.

15, 2025, the Company issued a convertible promissory note for the principal amount of $ 25,000 .

10, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 10,000 .

11, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 10,000 .

27, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 10,000 .

7, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 50,000 .

Changes In and Disagreements With Accountants

On Accounting and Financial Disclosure.

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-K

Item 8. Financial Statements and Supplementary Data