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Item 2. Management’s Discussion and Analysis

2025-05-13 compared with 2024-11-14 · 32 added, 115 removed, 118 unchanged (55% of the section changed)

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following discussion and analysis is intended to help you understand our results of operations and financial condition as

of September 30, 2024 and for the nine months ended September 30, 2024 and 2023 .

This discussion and analysis is provided as a

supplement to and should be read in conjunction with our condensed consolidated financial statements

and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q .

This discussion

may contain forward-looking statements based upon current expectations that involve risks and uncertainties.

Our actual results may differ

materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under

Part 1, Item 1A.

of March 31, 2025 and for the three months ended March 31, 2025 and 2024 .

This discussion and analysis is provided as a supplement

to and should be read in conjunction with our condensed consolidated financial statements and the

notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q .

This discussion may contain

forward-looking statements based upon current expectations that involve risks and uncertainties.

Our actual results may differ materially

from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part

Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 .

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Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission

on April 1, 2024 and those described herein that could cause actual results to differ materially from the results anticipated in the

on March 25, 2025 and those described herein that could cause actual results to differ materially from the results anticipated in the

forward-looking statements.

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of Operations

months ended September 30, 2024, Compared to Three months ended September 30, 2023

the three months ended September 30, 2024, and 2023, our company had no revenue.

and administrative expenses for the three months ended September 30, 2024, were $506,019, a decrease of $118,933 or 19%, compared to

$624,952 for the three months ended September 30, 2023.

The decrease in operating expenses was mainly due to a decrease in professional

In the three months ended September 30, 2023 the higher operating expenses were attributable to costs incurred for staking new

claims in Utah, exploration well permitting, development of technical reports and geological modeling, and legal fees associated with

the SPAC business combination

expense for the three months ended September 30, 2024, was $121,245, as compared to $47,554 during the three months ended September 30,

a result of the foregoing, the net loss for the three months ended September 30, 2024, was $627,264 as compared to the net loss of $943,024

during the three months ended September 30, 2023.

months ended September 30, 2024, Compared to Nine months ended September 30, 2023

the nine months ended September 30, 2024, and 2023, our company had no revenue.

and administrative expenses for the nine months ended September 30, 2024, were $1,215,845, a decrease of $949,649 or 44%, compared to

$2,165,494 for the nine months ended September 30, 2023.

The decrease in operating expenses was mainly due to a decrease in professional

In the nine months ended September 30, 2023 the higher operating expenses were attributable to costs incurred for staking new claims

in Utah, exploration well permitting, development of technical reports and geological modeling, and legal fees associated with the SPAC

business combination

(Loss) on Settlement of Liabilities

the nine months ended September 30, 2024, our company recorded a loss on settlement of liabilities of $516,083.

During the nine months

ended September 30, 2023, our company recorded a gain on settlement of liabilities of $67,984, consisting of $7,008 in principal and

$60,976 in interest forgiven by creditors.

months ended March 31, 2025, compared to Three months ended March 31, 2024

the three months ended March 31, 2025, and 2023, our company had no revenue.

and administrative expenses for the three months ended March 31, 2025, were $258,457, a decrease of $5,578 or 2%, compared to $264,035

for the three months ended March 31, 2024.

The decrease in operating expenses was mainly due to a decrease in professional fees.

(Loss) on Extinguishment

the three months ended March 31, 2024, our company recorded a loss on extinguishment of debt of $516,083.

Value of Stock Issued for Note Modification

the nine months ended September 30, 2024, our company recorded a fair value of stock issued for note modification of $14,382.

the nine months ended September 30, 2023, the Company recorded a fair value of stock issued for note modification of $168,856.

fees due to SPAC Sponsor

the nine months ended September 30, 2023, the Company recorded $101,662 of extension fees due to SPAC Sponsor.

No such transactions were

noted during the nine months ended September 30, 2024.

expense for the nine months ended September 30, 2024, was $295,572, as compared to $94,771 during the nine months ended September 30,

a result of the foregoing, the net loss for the nine months ended September 30, 2024, was $2,041,882 as compared to the net loss of $2,462,799

during the nine months ended September 30, 2023.

the three months ended March 31, 2024, the Company recorded a fair value of stock issued for note modification of $5,382.

expense for the three months ended March 31, 2025, was $145,182, as compared to $78,383 during the three months ended March 31, 2024.

a result of the foregoing, the net loss for the three months ended March 31, 2025, was $403,639 as compared to the net loss of $863,883

during the three months ended March 31, 2024.

and Capital Resources

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

Our company had a net loss of $2,041,882 during the nine

months ended September 30, 2024, had accumulated losses totaling $22,281,521, and a working capital deficit of $5,236,132 as of

September 30, 2024.

Our company had a net loss of $403,639 during the three

months ended March 31, 2025, had accumulated losses totaling $24,950,196, and a working capital deficit of $7,360,245 as of March 31,

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

The consolidated

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

The consolidated financial

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

we acquired our first mining claims in November 2021, we have faced an increasingly challenging liquidity situation that has limited

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Flows from Operating Activities

the nine months ended September 30, 2024, our company used $585,876 of cash in operating activities as a result of our net loss of $2,041,882,

offset by loss on debt settlement of $516,083 and amortization of debt discount of $28,497, fair value of stock issued for note

modification of $14,382, share-based compensation of $14,261, and net changes in operating assets and liabilities of $882,783.

the nine months ended September 30, 2023, the Company used $1,911,600 of cash in operating activities as a result of the Company’s

net loss of $2,462,799, increased by gain on debt settlement of $67,984 and amortization of debt discount of $89,876, and offset by fair

value of options issued for note modification of $168,856, share-based compensation of $446,113, and net changes in operating assets

and liabilities of $94,090.

the three months ended March 31, 2025, our company used $94,512 of cash in operating activities as a result of our net loss of $403,639,

offset by share-based compensation of $55,959, and net changes in operating assets and liabilities of $253,168.

the three months ended March 31, 2024, our company used $85,886 of cash in operating activities as a result of our net loss of $863,883,

offset by loss on debt settlement of $516,083 and amortization of debt discount of $20,235, fair value of stock issued for note modification

of $5,382, share-based compensation of $1,566, and net changes in operating assets and liabilities of $110,814.

Flows from Investing Activities

the nine months ended September 30, 2024, our company had no investing activities.

the nine months ended September 30, 2023, the Company expended $106,000 for staking activities related to new federal mining claims located

in the Lisbon Valley of Utah.

the three months ended March 31, 2025 and 2024, our company had no investing activities.

Flows from Financing Activities

the nine months ended September 30, 2024, financing activities provided $581,733 resulting from $135,000 in proceeds from convertible

notes and $671,733 in proceeds from promissory notes, offset by repayment of promissory notes of $225,000.

the nine months ended September 30, 2023, financing activities provided $2,314,000, resulting from $2,025,000 in proceeds from convertible

notes, $100,000 in proceeds from promissory notes, and $189,000 in proceeds from the exercise of warrants.

to Outstanding Promissory Notes

various dates from April 1 to April 8, 2024, with an effective date as of March 29, 2024, we entered into the following transactions

regarding our outstanding promissory notes:

to a Convertible Note Amendment Agreement with each of five investors holding convertible notes in the aggregate principal amount

of $ 1,750,000 with accrued interest of $125,646, each of these investors agreed to (a) extend

the maturity date of their note to the earlier of (i) September 30, 2024 or (ii) the closing of an “uplisting” transaction

in which our common stock is traded on a national securities exchange and (b) impose a limitation on their conversions so that the

investor will not effect a conversion under its note until the earlier of (i) the uplisting transaction closing or (ii) July 1, 2024.

to a Convertible Note Amendment Agreement with one investor holding a convertible note in the principal amount of $50,000 with accrued

interest of $3,583, the investor agreed to:

(a) extend the maturity date of its note to the earlier of (i) March 31, 2025 or (ii)

the closing of an uplisting transaction in which our common stock is traded on a national securities exchange and (b) impose a limitation

on its conversions so that the investor will not effect a conversion under its note until the earlier of (i) the uplisting transaction

closing or (ii) the maturity date.

to a Promissory Note Amendment Agreement with one investor holding a promissory note in the

principal amount of $25,000 with accrued interest of $2,971, the investor agreed to:

(a) extend the maturity date of its note to

the earlier of (i) March 31, 2025 or (ii) the closing of an uplisting transaction in which our common stock is traded on a national

securities exchange and (b) impose a limitation on conversions so that the investor will not effect a conversion under its note until

the earlier of (i) the uplisting transaction closing or (ii) the maturity date.

consideration for the extensions of the maturity date and agreement not to convert their notes,

the principal amount due under each note was increased by 30% and the interest rate of each note was increased to 10% beginning on the

effective date of March 29, 2024.

We negotiated the note amendments with the investors, all of whom are unaffiliated with our company,

on an arm’s-length basis.

As additional consideration for each note amendment, we also issued to the investors a total of 237,250

shares of our common stock on a pro rata basis.

Value of Financial Instruments

certain of our financial instruments, including cash and equivalents, accounts receivable, accounts payable, accrued liabilities and

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

ASC Topic 820, “Fair Value Measurements

and Disclosures,” requires disclosure of the fair value of financial instruments held by us.

ASC Topic 825, “Financial Instruments,”

defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure

requirements for fair value measures.

The three levels of valuation hierarchy are defined as follows:

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

We consider 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 we value using observable market

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).

Financial Instruments

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

Certain warrants issued by us 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.

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

the three months ended March 31, 2025, financing activities provided $105,000 in proceeds from convertible notes.

the three months ended March 31, 2024, financing activities provided $105,000 in proceeds from convertible notes.

Quantitative and Qualitative Disclosures about Market Risk

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis