What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-15 compared with 2025-11-14 · 38 added, 126 removed, 88 unchanged (65% of the section changed)

29 unchanged sentences

we rely upon the sale of our securities and borrowings from significant investors to fund our operations, as we have not generated any

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

properties which the Company acquired:

1) the Golden, Idaho Project located in Idaho County, Idaho and consisting of seventy-two unpatented

mining claims 2) the Seafoam District - located in Custer County, Idaho and consisting of five unpatented mining claims 3) the Blacktail

District - located in Lemhi County, Idaho and consisting of eight unpatented mining claims 4) the 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) the Terror Gulch Project (or 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 consisting of 5,000,000

shares of the Company common stock with a fair value of $1,000,000.

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.

On June 6, 2023, the Company entered a memorandum

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

Per the MOU, the Company agreed to earn-in

for up to a 50% working interest in the Kris Project, which consists of 74 unpatented mining claims located in Plumas County, CA.

2023, the Company paid Gold Express Mines, Inc.

$100,000, which was recorded as a deposit, and committed to spend $400,000 on the Kris

Project in allowable expenditures over the next thirty-six months, assuming permitting for the work is obtained.

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.

If permitting delayed the exploration and other

work programs, the earn-in period would be extended accordingly.

Allowable expenditures included 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 were also allowed including management of work, preparation of reports, and planning for future work.

Claim maintenance fees on the existing claims were also allowable expenditures, as were 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 agreed to

pay 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 also agreed to 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 were to be allowable expenses

under the earn-in agreement.

However, due to lack of funding the Company failed to pay the claim maintenance fees and county fees in both

August 2023 and August 2024 and such fees were paid for by Gold Express.

On January 4, 2024 the Company entered into a

second asset purchase agreement with Gold Express.

Pursuant to this agreement, the Seller sold the following to the Company:

1) the Copper

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

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

of 71 unpatented mining claims and an assignment of a mineral lease with option to purchase covering several adjoining patented mining

The total purchase price for the acquisition for the three projects was 5,500,000 shares of the Company's common stock 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 the mineral lease

and 500,000 shares related to the lease assignment have therefore not been issued.

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.

On February 2, 2025, the Company canceled the

Kris Project Earn-In and entered into a new memorandum of understanding (“MOU”) for an earn-in agreement with Gold Express

In accordance with this second MOU, the Company agreed to earn-in for up to 45% of the working interest in the Cable Mine

This Project's land package consists of 480 acres of patented mining claims and 500 acres of unpatented mining claims.

the terms of the agreement, over the next 24 months (subject to obtaining permitting) the Company will spend $500,000 on the project in

allowable expenses.

In conjunction with the termination of the Kris Project earn-in, the Company was credited with $100,000 from its prior

investment in the Kris Project towards the $500,000 work requirement on the Cable Project.

This leaves a net balance of $400,000 of allowable

work expenditures to be completed towards the earn-in the Cable Project.

As of September 30, 2025, the Cable Project mineral rights and

properties balance was $100,000.

Our current focus is to advance the Cable Project

Earn-In and the 100% owned Copper Butte Project towards resource definition and eventual development.

Secondarily, we may acquire additional

mineral projects which could add earlier revenue to the Company.

The Company is currently severely restrained by access to capital and

any plans with respect to its existing or future projects are subject to availability of capital on reasonable terms.

In the past, and

for the foreseeable future, we will continue to rely upon the sale of our securities as well as advances and loans from executive management,

and also from significant shareholders, to fund our operations as we do not generate consistent revenue.

Prospective investors should

note that there is no assurance that additional capital will be available to the Company to carry out its stated work plans.

Our current focus is to advance the Ophir Creek Placer Gold Mine

towards resource definition and eventual development.

Secondarily, we may acquire additional mineral projects which could add earlier

revenue to the Company.

The Company is currently severely restrained by access to capital and any plans with respect to its existing or

future projects are subject to availability of capital on reasonable terms.

In the past, and for the foreseeable future, we will continue

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

to fund our operations as we do not generate consistent revenue.

Prospective investors should note that there is no assurance that additional

capital will be available to the Company to carry out its stated work plans.

Results of Operations for the three months

ended September 30, 2025 and 2024

Three months ended September 30,

Operating expenses:

General and administrative expenses

Total operating expenses

Operating loss

Other income (expense):

Interest expense

Gain on conversion of debt

Gain (loss) on change in derivative liability

Total other income (expense)

Operating expenses

three months ended September 30, 2025, our total operating expenses included general and administrative expenses of $31,603 as

compared to $107,170 during the three months ended September 30, 2024.

The $75,567 change was mainly related to a decrease in claim fees

and professional fees.

three months ended September 30, 2025, total other expense was $121,674 as compared to other income of $40,568 during the

three months ended September 30, 2024.

The $162,242 change was mainly related to change in derivative liability.

Results of Operations for the nine months

ended September 30, 2025 and 2024

Nine months ended September 30,

ended March 31, 2026 and 2025

Three months ended March 31,

Operating expenses:

4 unchanged sentences

Interest expense

Gain (loss) on conversion of debt

Gain (loss) on change in derivative liability

Loss on conversion of debt

Loss on change in derivative liability

Total other income (expense)

Operating expenses

the nine months ended September 30, 2025, our total operating expenses included general and administrative expenses of $136,953

as compared to $279,351 during the nine months ended September 30, 2024.

The $142,398 change was

mainly related to a decrease in stock-based compensation, claim fees and professional fees.

three months ended March 31, 2026, our total operating expenses included general and administrative expenses of $113,041 as

compared to $53,036 during the three months ended March 31, 2025.

The $55,005 change was mainly related to an increase in professional

Other income (expense)

nine months ended September 30, 2025, total other expense was $198,073 as compared to other income of $8,347 during the nine months

ended September 30, 2024.

The $206,420 change was mainly related to interest expense on debt, change in derivative liability and loss

on conversion of debt.

three months ended March 31, 2026, total other expense was $55,912 as compared to $126,104 during the three months ended March 31,

The $70,192 change was mainly related to change in derivative liability.

Liquidity and Capital Resources

5 unchanged sentences

unable to continue as a going concern.

At September 30, 2025, we had not yet generated sufficient revenues or achieved profitable operations,

At March 31, 2026, we had not yet generated sufficient revenues or achieved profitable operations,

and we have accumulated losses of $22,364,566.

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

3 unchanged sentences

Cash end of period

At September 30, 2025, we had $388 in cash and

At March 31, 2026, we had $504 in cash and

a $2,264,897 working capital deficit.

This compares to cash of $547 and a working capital deficit of $2,093,260 at December 31, 2025.

Net cash used in operating activities during

the nine months ended September 30, 2025 was $27,118 and was mainly comprised of our $335,026 net loss during the period, adjusted by

non-cash charges of $20,252 of stock compensation, loss on conversion of debt of $19,950 and a loss on change in derivative liability

In addition, it reflects changes in operating assets and liabilities of $149,254.

Net cash used in operating activities during the

three months ended March 31, 2026 was $5,893 and was mainly comprised of our $168,953 net loss during the period, adjusted by non-cash

charges of $11,466 of stock compensation, and a loss on change in derivative liability of $33,479.

In addition, it reflects changes in

operating assets and liabilities of $118,115.

Net cash used in operating

activities during the nine months ended September 30, 2024 was $122,557 and was mainly comprised of our $271,004 net loss during the period,

adjusted by non-cash charges of $57,408 of stock compensation and a gain on change in derivative liability of $55,572.

In addition, it

reflects changes in operating assets and liabilities of $162,940.

During the nine months

ended September 30, 2025, net cash provided by financing activities was $26,610 comprised of $140,000 in proceeds from sale of common

stock offset by repayment of notes payable of $20,000 and repayment of advances of $93,390.

During the nine months

ended September 30, 2024, net cash provided by financing activities was $138,500 comprised of proceeds from notes payable related parties

and advances from third parties which were offset by repayment of notes payable.

activities during the three months ended March 31, 2025 was $21,708 and was mainly comprised of our $184,140 net loss during the period,

adjusted by a non-cash charges of $8,220 of stock compensation, loss on conversion of debt of $19,950 and a loss on change in derivative

liability of $82,811.

In addition, it reflects changes in operating assets and liabilities of $51,451.

During the three months

ended March 31, 2026, net cash provided by financing activities was $5,850 comprised of $20,000 in proceeds from advances from third parties

offset by the repurchase of common stock, related party of $14,150.

During the three months

ended March 31, 2025, net cash provided by financing activities was $26,610 comprised of $140,000 in proceeds sale of common stock were

offset by repayment of notes payable of $20,000 and repayment of advances of $93,390.

Off Balance Sheet Arrangements

21 unchanged sentences

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