What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-17 compared with 2025-04-22 · 60 added, 51 removed, 196 unchanged (36% of the section changed)

9 unchanged sentences

Annual Report.

All share and per share amounts in this section have been retrospectively adjusted for all periods presented to reflect

the Reverse Stock Split effectuated on December 15, 2025.

of Operations

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(our former Vice President and former Director), M.

Geo of Geologic Systems,

Dykes is currently serving as a technical advisor to the registrant.

Dykes meets the qualifications specified under the

definition of “Qualified Person” under Item 1300 of Regulation S-K.

Geo of Geologic Systems, Ltd.

Dykes is currently serving as a technical

advisor to the registrant.

Dykes meets the qualifications specified under the definition of “Qualified Person” under

Item 1300 of Regulation S-K.

CuMo Project currently consists of one hundred and twenty-six (126) federal unpatented lode mining claims, and six (6) patented mining

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ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.

a result of the Share Exchange, which was consummated January 23, 2023, we are no longer a shell company.

However, for the fiscal year

ended as of December 31, 2022, we were a shell company and did not generate any revenues.

changed our fiscal year to January 31.

The Report of our independent registered public accountants on our financial statements for the

year ended January 31, 2025, states that these conditions, among others, raise substantial doubt about our ability to continue as a going

of Operations

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Payroll and related expenses

Stock-based stock compensation

Stock-based compensation

Other general and administrative expenses

fees increased due to increases in costs associated with the costs of being a fully reporting public company and the additional filings

Payroll and related expenses decreased as officers and employees converted a significant amount of payroll into stock compensation.

Stock-based compensation increased due to the conversion of accrued payroll and consultants’ fees into common stock.

administrative costs increases due to increased in the Company’s activity generally as it continues to seek the development of

its existing mining claims.

Total operating expenses

$ (2,097,846 )

fees decreased due to decreases in costs associated with the increased costs related to the preparation of the Company’s Form S-1

in the year ended January 31, 2025 compared to the same period in 2026.

Payroll and related expenses increased as officers and employees

costs elevated with the preparation for operations to commence.

Stock-based compensation decreased due to less conversions of consultants’

fees into common stock for the year ended January 31, 2026 compared to the same period in 2025.

General and administrative costs decreased

due to the decrease in the Company’s activity generally as it continues to seek the development of its existing mining claims.

from operations

1 unchanged sentence

Income / Expenses

Company had $415,809 in net other expenses for the year ended January 31, 2025, compared to net other expenses of $707,363 for the

year ended January 31, 2024.

Company had $451,287 in net other expenses for the year ended January 31, 2026, compared to net other expenses of $415,809 for the year

ended January 31, 2025.

Company had a net loss of $3,074,964 for the year ended January 31, 2026, compared to $5,137,332 for the year ended January 31, 2025.

and Capital Resources

of January 31, 2025, we had current assets of $208,828 and current liabilities

of $2,083,946, and our working capital deficit was $1,875,118.

of January 31, 2026, we had current assets of $92,016 and current liabilities of $4,678,066, and our working capital deficit was $4,586,050.

We do not have sufficient resources to effectuate our business.

We expect to incur expenses without revenues during the

next twelve months of operations.

We estimate that these expenses will be comprised primarily of general expenses including

overhead, legal and accounting fees.

We expect to incur expenses without revenues during the next twelve months

of operations.

We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting

To maintain our plan of growth, we need to raise a minimum of an additional $12,000,000.

factors raise substantial doubt about the Company’s ability to continue as a going concern.

These factors raise substantial doubt

about the Company’s ability to continue as a going concern.

will have to raise funds to pay for our expenses.

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incurred net losses of $3,074,964 for the year ended January 31, 2026.

We had an accumulated deficit of $37,142,942 and working capital deficit of $1,875,118 as of January 31, 2025.

These conditions raise

substantial doubt about the Company’s ability to continue as a going concern.

We had an accumulated deficit of $40,217,906 and working capital

deficit of $4,586,051 as of January 31, 2026.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from

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of Long-Lived Assets

future long-lived assets, such as property and equipment and intangible assets subject to amortization, we continually monitor

events and changes in circumstances that could indicate carrying amounts of future long-lived assets may not be recoverable.

such events or changes in circumstances are present, we assess the recoverability of future long-lived assets by determining whether

the carrying value of such assets will be recovered through undiscounted expected future cash flows.

If the total of the future cash

flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount

over the fair value of the assets.

Assets to be disposed of are reported at the lower of the carrying amount or the fair value less

costs to sell.

future long-lived assets, such as property and equipment and intangible assets subject to amortization, we continually monitor events

and changes in circumstances that could indicate carrying amounts of future long-lived assets may not be recoverable.

When such events

or changes in circumstances are present, we assess the recoverability of future long-lived assets by determining whether the carrying

value of such assets will be recovered through undiscounted expected future cash flows.

If the total of the future cash flows is less

than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value

of the assets.

Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Adopted Accounting Policies

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and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for convertible Instruments and Contracts in

an Entity’s Own Equity , to address the complexity in accounting for certain financial instruments with characteristics of

liabilities and equity.

This ASU significantly changes the guidance on the issuer’s accounting for convertible instruments and

the guidance on the derivative scope exception for contracts in an entity’s own equity so that fewer conversion features will

require separate recognition, and fewer freestanding instruments, like warrants with require liability treatment.

ASU 2020-06 is

effective for smaller reporting companies for fiscal years beginning after December 15, 2023.

The Company adopted this

standard on February 1, 2024.

As a result, the Company derecognized $405,305 for the remaining balance of the unamortized beneficial

conversion features attributable to its outstanding convertible notes payable.

The Company elected to use the modified retrospective

approach as of the adoption date and recognized an adjustment to the opening balance of its accumulated deficit in the amount of

Accounting for convertible Instruments and Contracts in an

Entity’s Own Equity , to address the complexity in accounting for certain financial instruments with characteristics of liabilities

This ASU significantly changes the guidance on the issuer’s accounting for convertible instruments and the guidance

on the derivative scope exception for contracts in an entity’s own equity so that fewer conversion features will require separate

recognition, and fewer freestanding instruments, like warrants with require liability treatment.

ASU 2020-06 is effective for smaller

reporting companies for fiscal years beginning after December 15, 2023.

The Company adopted this standard on February 1, 2024.

the Company derecognized $405,305 for the remaining balance of the unamortized beneficial conversion features attributable to its outstanding

convertible notes payable.

The Company elected to use the modified retrospective approach as of the adoption date and recognized an adjustment

to the opening balance of its accumulated deficit in the amount of $405,305.

November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation

Disclosures (“ASU 2024-03”).

ASU 2024-03 is intended to improve disclosures about a public business entity’s expenses

and provide more detailed information to investors about the types in commonly presented expense captions.

The guidance is effective

for annual periods beginning after December 15, 2026, and quarterly periods beginning after December 31, 2027, and can be adopted prospectively

to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the

financial statements.

The Company is currently evaluating the potential impact of this guidance on its financial statements.

does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material impact on

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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-K

Item 7. Management’s Discussion and Analysis