What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-06-04 compared with 2023-11-28 · 98 added, 86 removed, 102 unchanged (64% of the section changed)

8 unchanged sentences

report in Part I, Item 1.

COVID-19 Pandemic

In December 2019, a novel

strain of coronavirus (“COVID-19”) emerged in China.

On March 11, 2020, the World Health Organization declared the outbreak

of COVID-19 a pandemic.

The outbreak has now spread to the United States and infections have been reported globally.

The COVID-19 pandemic

is rapidly evolving.

The information in this Quarterly Report is based on data currently available to us and will likely change as the

pandemic progresses.

As COVID-19 continues to spread throughout areas in which we operate, we believe the outbreak has the potential to

have a material negative impact on our operating results and financial condition.

The extent of the impact of COVID-19 on our

operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on

our operators, employees and vendors, and the impact on the Company’s ability to obtain debt and equity financing to fund ongoing

exploration activities, all of which are uncertain and cannot be predicted.

Given these uncertainties, we cannot reasonably

estimate the related impact to our business, operating results and financial condition.

We expect the trends

highlighted above with respect to the impact of the COVID-19 pandemic to continue and, in some cases, accelerate.

The extent of the COVID-19

pandemic’s continued effect on our operational and financial performance will depend on future developments, including the duration,

spread and intensity of the outbreak, the pace at which jurisdictions across the country re-open and restrictions begin to lift, the availability

of government financial support to our business, tenants and operators and whether a resurgence of the outbreak occurs.

Due to these uncertainties,

we are not able at this time to estimate the ultimate impact of the COVID-19 pandemic on our business, results of operations, financial

condition and cash flows but it could be material.

Forward-Looking Statements

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Note is secured by the Clearwater shares and assets.

Our primary focus is to advance our Idaho gold

project towards resource definition and eventual development, and possibly to acquire additional mineral rights and conduct additional

exploration, development and permitting activities.

Our permitting applications and exploration and development efforts will require additional

We rely upon the sale of our securities as well as advances and loans from executive management and significant shareholders

to fund our operations as we have not generated any significant revenue.

On January 3, 2023, the Company entered into an

asset purchase agreement with Gold Express Mines, Inc (“Gold Express”).

Pursuant to the agreement, the Seller sold the following

1) Golden, Idaho Project located in Idaho County, Idaho and consisting of seventy-two unpatented mining claims 2) Seafoam District - located

in Custer County, Idaho and consisting of five unpatented mining claims 3) Blacktail District - located in Lemhi County, Idaho and consisting

of eight unpatented mining claims 4) Big-it Project- located in Shoshone County, Idaho consisting of twenty-five unpatented mining claims

and a mineral lease over three unpatented mining claims and 94.86 acres of real property and 5) Terror Gulch (Capparelli Group) located

in Shoshone County, Idaho consisting of twenty-six unpatented mining claims.

As of March 31, 2023, the total purchase price for the acquisition

was determined to be $1,000,000 which consisted of 5,000,000 shares of common stock with a fair value of $1,000,000.

The Company concluded

the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized.

The Company concluded the purchase

of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and

properties on the balance sheet.

During the year ended December 31, 2023, the Company evaluated the mineral rights and properties for

impairment and recorded an impairment expense of $1,000,000.

As of December 31, 2023, the Gold Express mineral rights and properties balance

On June 6, 2023, the Company entered a memorandum

of understanding for earn-in agreement(“MOU”) with Gold Express Mines, Inc.

Per the MOU, the Company agreed to earn-in for

up to 50% working interest in Kris Project, which has 74 unpatented mining claims located in Plumas County, CA.

In March 2023, the Company

paid Gold Express Mines, Inc.

$100,000, which was recorded as a deposit, and shall spend $400,000 on the Kris Project in allowable expenditures

over the next thirty-six months, assuming permitting for the work is obtained.

If permitting delays the exploration and other work programs,

the earn-in period shall be extended accordingly.

Allowable expenditures are sampling, drilling, assaying, geologic mapping, and mine

site improvements made or performed directly on the existing mine site or expanded mine site.

Consulting fees for work directly benefiting

the Project are also allowed including management of work, preparation of reports, and planning for Future work.

Claim maintenance fees

on the existing claims are also allowable expenditures, as are the costs of future land acquisitions which are deemed to benefit the Kris

Project, and which are approved by both parties beforehand.

As part of the agreement, the Company shall make the Bureau of Land Management

claim maintenance fees on the existing claims no later than August 15, 2023, and by August 15 th in ensuing years during the

earn-in period.

The Company shall pay for the annual Plumas County “notice of intent to hold” recording costs and any other

Plumas County fees or taxes which accrue during the earn-in period.

These shall all be allowable expenses under the earn-in agreement.

As of December 31, 2023, the $100,000 deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties on the

balance sheet.

On January 4, 2024 the Company entered into

an asset purchase agreement with Gold Express.

Pursuant to the agreement, the Seller sold the following 1) Copper Butte Project

located in Pinal County, Arizona and consisting of 66 unpatented mining claims 2) Blue Jacket Project located in Idaho County, Idaho

and consisting of 79 unpatented mining claims and 3) Copper Cliff Project located in Adams County, Idaho and consisting of 71

unpatented mining claims and a mineral lease with option to purchase consisting of patented mining claims known as the Copper Cliff

Patented Claims located in Adams County, Idaho upon landowner approval.

As of March 31, 2024, the total purchase price for the

acquisition for the three projects was determined to be $422,565, to be paid upon landowner approval, consisting of 5,500,000 shares

of common stock for the three projects with a fair market value of $422,565.

As of the date of this filing, the Company and GEM have

not completed the assignment of leases and the 500,000 shares related to assignment have not been issued.

The Company concluded the

transaction qualified as an asset acquisition and all costs have been capitalized.

The Company concluded the purchase of a single

set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and

properties on the balance sheet.

Our primary focus is to advance our Center Star

gold project, our Kris gold project and our copper projects, Blue Jacket, Copper Cliff and Copper Butte towards resource definition and

eventual development, and possibly to acquire additional mineral rights and conduct additional exploration, development and permitting

Our permitting applications and exploration and development efforts will require additional capital.

We rely upon the sale

of our securities as well as advances and loans from executive management and significant shareholders to fund our operations as we have

not generated any significant revenue.

Results of Operations for the three months

ended September 30, 2023 and 2022

Three months ended September 30,

Operating expenses:

General and administrative expenses

Total operating expenses

Operating loss

Other income (expense):

Interest expense

Gain (loss) on change in derivative liability

Total other income (expense)

Operating expenses

three months ended September 30, 2023, our total operating expenses included general and administrative expenses of $59,194 as compared

to $33,313 during the three months ended September 30, 2022.

T he $25,881 increase is primarily associated with increases in professional

and consulting fees.

Other income (expense)

the three months ended September 30, 2023, total other income was $122,052

as compared to other expense of $43,417 during the three months ended September 30, 2022.

$78,635 increase was mainly related to the change in derivative

Results of Operations for the nine months

ended September 30, 2023 and 2022

Nine months ended September 30,

ended March 31, 2024 and 2023

Three months ended March 31,

Operating expenses:

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Operating expenses

nine months ended September 30, 2023, our total operating expenses included general and administrative expenses of $160,759 as compared

to $133,121 during the nine months ended September 30, 2022.

the three months ended March 31, 2024, our total operating expenses included general and administrative expenses of $100,364 as compared

to $33,945 during the three months ended March 31, 2023.

T he $66,419 increase is primarily associated with increases in professional

and consulting fees.

fees and stock-based compensation.

Other income (expense)

the nine months ended September 30, 2023, total other income was $98,975 as

compared to other expense of $480,436 during the nine months ended September 30, 2022.

The $381,461 decrease was mainly

related to the change in derivative liability and decrease of the amortization of debt discount in 2023.

During the three months ended

March 31, 2024, total other expense was $29,901 as compared to other income of

$ 3,024 during the three months ended March 31, 2023.

The $32,925 change

was mainly related to change in derivative liability.

Liquidity and Capital Resources

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unable to continue as a going concern.

At September 30, 2023, we had not yet generated sufficient revenues or achieved profitable operations

At March 31, 2024, we had not yet generated sufficient revenues or achieved profitable operations

and we have accumulated losses of $21,124,043.

9 unchanged sentences

operating, investing and financing activities is as follows:

Nine months ended September 30,

Three months ended March 31,

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

2 unchanged sentences

Cash end of period

At September 30, 2023, we had $12,885 in cash

and a $1,778,602 working capital deficit.

This compares to cash of $743 and a working capital deficit of $1,692,051 at December 31, 2022.

Net cash used in operating activities during the

nine months ended September 30, 2023 was $56,757 and was mainly comprised of our $259,734 net loss during the period, adjusted by a non-cash

charges of $20,583 of stock compensation, accretion of discounts on notes payable of $10,000 and a loss on change in derivative liability

In addition, it reflects changes in operating assets and liabilities of $142,318.

used in operating activities during the nine months ended September 30, 2022 was $131,853 and was mainly comprised of our $613,557 net

loss during the period, adjusted by a non-cash charges of $29,408 of stock compensation, loss on change in derivative liability of $238,640

and accretion of discounts on notes payable of $183,147.

In addition, it reflects changes in operating assets and liabilities of $30,509.

Net cash used in investing activities during the

nine months ended September 30, 2023 was $100,000 which was comprised of cash payment for acquisition of mineral properties.

Net cash used in investing activities during the

nine months ended September 30, 2022 was $769 which was comprised of cash payments for development costs.

During the nine months ended September 30, 2023,

net cash provided by financing activities was $168,899 which was comprised of $252,600 proceeds from sale of common stock, $21,000 proceeds

from notes payable, third parties, which were offset with the repayment of convertible debt of $100,000 and repayment of advances from

third parties of $4,701.

nine months ended September 30, 2022, net cash provided by financing activities was $116,000 comprised of $63,000 proceeds from notes

payable and $53,000 proceeds from notes payable from related parties.

At March 31, 2024, we

had $1,182 in cash and a $1,870,028 working capital deficit.

This compares to cash of $99 and a working capital deficit of $1,784,671

at December 31, 2023.

Net cash used in operating

activities during the three months ended March 31, 2024 was $73,917 and was mainly comprised of our $130,265 net loss during the period,

adjusted by a non-cash charges of $44,908 of stock compensation and a loss on change in derivative liability of $9,219.

In addition, it

reflects changes in operating assets and liabilities of $2,221.

Net cash used in operating

activities during the three months ended March 31, 2023 was $113,482 and was mainly comprised of our $30,921 net loss during the period,

adjusted by a non-cash charges of $6,315 of stock compensation and a gain on change in derivative liability of $21,772.

In addition, it

reflects changes in operating assets and liabilities of $67,104.

During the three months ended March 31, 2024, net cash provided by financing activities was $75,000 comprised of proceeds from notes payable

related parties.

During the three months

ended March 31, 2023, net cash provided by financing activities was $140,000 comprised of $240,000 proceeds from sale of common stock

and the repayment of convertible debt of $100,000.

Off Balance Sheet Arrangements

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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