Royalty Management Holding Corp 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. ROYALTY MANAGEMENT HOLDING COPRORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm - 2023 F-1 Consolidated Balance Sheet F-2 Consolidated Statements of Operations F-3 Consolidated Statements of Changes Stockholders' Equity (Deficit) F-4 Consolidated Statements of Cash Flows F-5 Consolidated Notes to Financial Statements F-6 13 Table of Contents Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of Royalty Management Holding Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Royalty Management Holding Corporation as of December 31, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the years 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 2022, 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. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. 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 audit. 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 audit 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. Accordingly, we express no such opinion. Our audit 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 audit 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 audit provides a reasonable basis for our opinion. /S/ BF Borgers CPA PC BF Borgers CPA PC (PCAOB ID 5041 ) We have served as the Company's auditor since 2022 Lakewood, CO April 16, 2024 F-1 Table of Contents Royalty Management Holding Corporation Consolidated Balance Sheet Part I – Financial Information ASSETS CURRENT ASSETS December 31, 2023 December 31, 2022 Cash $ 195,486 $ 510,366 Accounts Receivable 70,323 71,540 Prepaid Insurance 0 100,049 Total Current Assets 265,809 681,955 LONG-TERM ASSETS Interest Receivable 404,548 147,084 Fee Income Receivable 176,777 376 Investments in Corporations and LLCs 10,112,852 10,115,948 Convertible Notes Receivable 1,150,000 350,000 Notes Receivable 350,000 250,000 Intangible Assets, less accumulated amortization of $ 103,885 and $ 28,658 520,259 740,487 Restricted Cash 176,800 176,800 Cash Held in Trust account 0 7,613,762 Operating lease right-of-use assets 453,686 181,006 Total Long-Term Assets 13,344,923 19,575,462 TOTAL ASSETS $ 13,610,731 $ 20,257,417 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable – related party $ 381,243 $ 359,825 Accounts payable 96,071 156,931 Current portion of operating lease liabilities, net 33,923 11,876 Accrued expenses 834,267 481,318 Total Current Liabilities 1,345,504 1,009,949 LONG-TERM LIABILITIES Convertible Notes Payable, Net 0 2,187,512 Notes Payable – Related Party, Net 1,681,755 1,422,138 Operating lease liabilities, net 418,662 169,252 Notes Payable 270,000 42,000 Deferred Underwriter commissions 0 3,500,000 Fair value liability of Public Warrants 157,584 110,182 Fair value liability of Private Warrants 117,036 101,432 TOTAL LONG -TERM LIABILITIES 2,645,037 7,532,516 TOTAL LIABILITIES $ 3,990,542 $ 8,542,465 COMMITMENTS AND CONTINGENCIES Class A Common Stock at $ 10.10 per share, 0 in 2023 and 742,308 as of 2022 shares at redemption value: $ 0 $ 7,497,311 SHAREHOLDERS’ EQUITY Common Stock: $ 0.0001 par value; 100,000,000 shares authorized, 14,270,761 and 729,817 shares issued and outstanding for 2023 and 2022 1,427 68,903 Class B Common Stock: $ 0.0001 par value; 10,000,000 shares authorized, 0 and 2,726,500 shares issued and outstanding for 2023 and 2022 (including 100,000 representative shares). (1) 0 273 Additional paid-in capital 8,226,273 688,753 Shareholders’ Equity 1,392,490 3,459,712 Total Shareholders’ Equity 9,620,190 4,217,641 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 13,610,731 $ 20,257,417 _________ (1) Includes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 12). The accompanying footnotes are integral to the consolidated financial statements. F-2 Table of Contents Royalty Management Holding Corporation Consolidated Statements of Operations December 31, 2023 December 31, 2022 INCOME RMC Environmental Services 202,723 104,810 Fee Income 71,402 376 Rental Income 87,500 67,500 TOTAL INCOME 361,624 172,686 OPERATING EXPENSES Administrative Expenses 52 227 Bank Fees & Service Charges 19,260 94 Sponsorship Expense 0 15,000 Professional Fees 490,590 758,355 Printing 0 869 Software & apps 720 265 Payroll 101,291 30,419 Payroll Taxes 8,283 2,942 Employee Insurance 9,492 718 Board of Directors Comp 50,000 60,000 Consultant Fee 75,000 75,000 Officers’ Salaries 150,000 75,000 Rent/Lease 102,061 59,052 Hauling Services 2,375 0 Travel 7,254 0 Fuel 6,642 3,425 Equipment Rentals 658 44 Impairment Loss 0 2,000,000 Supplies & Materials 674 0 Repairs & Maintenance 6,245 0 Liability Insurance 4,189 0 Small Equipment 0 1,197 Telephone 2,354 319 Utilities 22,914 5,570 General and Administrative 988,477 559,081 TOTAL OPERATING EXPENSES 2,048,531 3,647,578 NET LOSS FROM OPERATIONS ( 1,686,907 ) ( 2,253,243 ) OTHER INCOME AND EXPENSES Interest Income 256,749 149,808 Income/Loss from Investment 0 165,604 Gain (Loss) on Warrant Fair Value Adjustment ( 63,014 ) 5,087,628 Other Income 216,277 22,729 Amortization expense intangibles ( 75,227 ) ( 28,658 ) Convertible Debt Interest ( 715,101 ) ( 722,717 ) Net Income (Loss) ( 2,067,223 ) 1,199,503 Weighted average shares outstanding, basic and diluted 14,270,761 729,817 (1) Basic and diluted net income per ordinary share $ ( 0.14 ) $ 1.64 _________ (1) This number excludes an aggregate of up to 375,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 12). The accompanying footnotes are integral to the consolidated financial statements. F-3 Table of Contents Royalty Management Holding Corporation Statement of Shareholders’ Equity December 31, 2023 and 2022 Additional Total Common Stock Paid-In Accumulated Stockholder’s Shares Amount Capital Deficit Equity Balance December 31, 2021 8,670,250 $ 59,711 $ ( 10,113,507 ) $ 2,260,209 $ ( 7,793,587 ) Common shares issued for purchase of membership interest 864,780 8,648 9,490,057 9,498,705 Common shares issued for conversion of debt 63,026 630 409,039 409,669 Common shares issued for purchase of the payment rights 8,915 89 89,061 89,150 Shares issued for services 9,810 98 63,652 63,750 Amortization of debt discount and issuance costs 750,451 750,451 Net income 1,199,503 1,199,503 Balance December 31, 2022 9,616,781 $ 69,176 $ 688,753 $ 3,459,712 $ 4,217,641 Shares issued for services 770 8 4,992 5,000 Shares forfeited for services ( 3,080 ) ( 31 ) 31 0 Shares issued in connection with warrant and note conversions 539,736 54 2,949,720 2,949,774 Shares issued in connection with the combination merger exchange ratio 3,672,293 367 ( 367 ) 0 Shares issued for deferred underwriter fee 350,000 35 3,499,965 3,500,000 Shares issued in connection with combination merger to public spac shareholders 94,261 9 984,217 984,227 Change in par value of underlying shares ( 68,191 ) 68,191 0 Amortization of debt discount and issuance costs 30,770 30,770 Net Loss ( 2,067,223 ) ( 2,067,223 ) Balance December 31, 2023 14,270,761 1,427 8,226,273 1,392,490 9,620,190 ____________ (1) Includes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 12). The accompanying footnotes are integral to the consolidated financial statements. F-4 Table of Contents Royalty Management Holding Corporation Consolidated Statements of Cash Flows December 31, 2023 December 31, 2022 Cash flows from Operating Activities: Net Income (Loss) $ ( 2,067,222 ) $ 1,199,503 Adjustments to reconcile net income (loss) to net cash used in operating activities: Amortization of debt discount 30,770 750,451 Amortization expense of right of use assets ( 1,223 ) 122 Amortization of intangibles 75,227 28,658 Shares issued for services 5,000 63,750 Impairment loss on intangible asset 0 2,000,000 Fair Value Adjustment of Public Warrants 47,402 ( 2,926,119 ) Fair Value Adjustment of Private Warrants 15,604 ( 2,161,509 ) Changes in operating assets and liabilities: Accounts receivable – related party 0 675,000 Accounts receivable 1,218 ( 71,540 ) Prepaid Insurance 100,049 2,485 Interest receivable ( 257,464 ) ( 147,084 ) Fee income receivable ( 176,402 ) ( 376 ) Accounts payable – related party 21,418 0 Accounts payable ( 60,860 ) 417,753 Accrued expenses 352,950 433,920 Net cash provided (used) in operating activities ( 1,913,533 ) 265,014 Investing Activities Withdrawal (Investment) of cash in Trust Account 7,613,762 98,502,261 Investments in Corporations and LLCs 3,096 ( 365,604 ) Convertible Notes Receivable ( 800,000 ) ( 350,000 ) Notes Receivable 0 ( 250,000 ) Intangible Assets 45,000 ( 679,995 ) Net cash provided in investing activities 6,861,858 96,856,662 Financing Activities (Return of Investment Proceeds) Proceeds from sale of Units, net underwriting fees paid ( 7,497,311 ) ( 98,614,709 ) Shares issued in connection with the combination merger 984,227 0 Notes Payable 228,000 42,000 Proceeds from issuance of convertible notes 259,617 1,435,377 Convertible Note Conversion 762,262 409,669 Net cash used in financing activities ( 5,263,205 ) ( 96,727,663 ) Net Change in Cash ( 314,881 ) 394,013 Cash – Beginning of Year 687,166 293,153 Cash – Ending of Year $ 372,286 $ 687,166 Supplemental Information Discount on Convertible Notes 30,770 750,451 Notes Receivable ( 100,000 ) 0 Intangible Assets 100,000 0 Acquisition of right of use assets for lease obligations 0 186,636 Issuance of common shares for purchase of membership interest 0 9,498,705 Issuance of common shares for conversion of debt 0 630 The accompanying footnotes are integral to the consolidated financial statements. F-5 Table of Contents ROYALTY MANAGEMENT HOLDING COPRORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 and 2022 NOTE 1: NATURE OF OPERATIONS American Acquisition Opportunity Inc was a blank check company organized on January 20, 2021 under the laws of the State of Delaware and effectuated its combination on October 23, 2023 and at that point changed its name to Royalty Management Holding Corporation. NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The Company adopted the calendar year as its basis of reporting. The consolidated financial statements include the accounts of the Company and the merged Company Royalty Management Corporation and its wholly owned subsidiaries Coking Coal Financing LLC and RMC Environmental Services LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. Royalty Management Corporation (RMC) was organized under the laws of Indiana on June 21, 2021 for the purpose of investing or purchasing assets that have near and medium-term income potential to provide RMC with accretive cash flow from which it can reinvest in new assets or expand cash flow from those existing assets. These assets typically are natural resources assets (including real estate and mining permits), patents, intellectual property, and emerging technologies. Coking Coal Financing LLC was acquired in April 2022 for the purpose of holding energy contracts. RMC Environmental Services LLC was formed in August 2022 to conduct environmental consulting and services. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F-6 Table of Contents NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Net income per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Earnings per share is computed by dividing net income by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. At December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented. Risk and Uncertainties The Company’s business and operations are sensitive to general business and economic conditions in the United States along with local, state, and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions, including but not limited to credit risk, and changes to regulations governing the Company’s industry. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. Related Party Policies In accordance with FASB ASC 850 related parties are defined as either an executive, director or nominee, greater than 10% beneficial owner, or an immediate family member of any of the proceeding. Transactions with related parties are reviewed and approved by the directors of the Company, as per internal policies. Cash Equivalents and Concentration of Cash Balance The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limit of $ 250,000 . As of December 31, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Restricted Cash RMC has $ 176,800 in restricted cash that is at deposit with the Kentucky State Treasurer that serves as a performance bond required for a mining permit held by McCoy Elkhorn Coal LLC. The following table sets forth a reconciliation of cash and restricted cash reported in the consolidated balance sheet that agrees to the total of those amounts as presented in the consolidated statement of cash flows for the periods ended December 31, 2023 and 2022. December 31, December 31, 2023 2022 Cash $ 94,654 $ 510,366 Restricted Cash 176,800 176,800 Total cash and restricted cash presented in the statement of cash flows $ 271,454 $ 687,166 Allowance for Credit Losses In June 2016, the FASB issue d guidance (FASB ASC 326) which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the Company that are subject to the guidance in FASB ASC 326 were trade accounts receivable and other accounts receivable, including interest, fee, convertible notes, and notes receivable. We adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in new/enhanced disclosures only. Allowance for credit losses as of December 31, 2023 and 2022 amounted to $ 0 for both periods. F-7 Table of Contents NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Beneficial Conversion Features of Convertible Securities Conversion options that are not bifurcated as a derivative pursuant to ASC 815 and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20 applies to convertible stock as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. In addition, our convertible debt issuances contain conversion terms that may change upon the occurrence of a future event, such as antidilution adjustment provisions. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. The conversion feature is linked to the Company’s own equity value, therefore there is no requirement to quantify the beneficial conversion feature. All convertible notes outstanding were converted at the date of business combination. Principal and accrued interest were converted into common shares at $ 6.50 per share. Loan Issuance Costs and Convertible Note Discounts Loan Issuance Costs and Convertible Note Discounts are amortized using the effective interest method. Amortization expense of $ 351,460 , which was included in convertible debt interest of $ 709,388 for the year ended December 31, 2023. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 from services provided when (a) persuasive evidence that an agreement exists; (b) the products or services has been delivered or completed; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured. Our revenue is comprised of the performance of environmental services and royalty and lease revenue governed by the underlying contracts. As of December 31, 2023, all the revenue generating activity is undertaken in eastern Kentucky, Indiana, and Limpopo, South Africa. Leases In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASU 2016-02). ASU 2016-02, along with related amendments issued from 2017 to 2018 (collectively, the “New Leases Standard), requires a lessee to recognize a right-of-use asset and a lease liability on the balance sheet. The Company adopted ASU 2016-02 upon inception. The Company leases certain land and office space under noncancelable operating leases, typically with initial terms of 5 to 21 years . Right to use assets recorded on the balance sheet as of December 31, 2023, associated with these leases amounted to $ 453,686 . Right to use liabilities recorded on the balance sheet as of December 31, 2023, associated with these leases amounted to $ 452,585 . F-8 Table of Contents NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Derivative financial instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. F-9 Table of Contents NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes . Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Company assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements . The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. As of the year ended December 31, 2023, the Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense. The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carry forwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future. The Company expects to file U.S. federal and various state income tax returns. The Company was formed in 2021 and has not been required to file any tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. The provision for income taxes was deemed to be de minimis for the year ending December 31, 2023. F-10 Table of Contents NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Recently issued accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. NOTE 3 – INVESTMENTS IN CORPORATIONS AND LLCS Investments in corporations and limited liability companies as of December 31, 2023 and 2022 consisted of the following: December 31, 2023 December 31, 2022 FUB Mineral LLC $ 614,147 $ 617,243 MaxPro Investment Holdings 9,498,705 9,498,705 Total Investments in corporations and llcs $ 10,112,852 $ 10,115,948 FUB Mineral LLC On October 1, 2021, the Company made an investment into FUB Mineral LLC (FUB) in the amount of $ 250,000 in exchange 38.45 % of the membership interest. As such, the investment in FUB will be accounted for using the equity method of accounting. On February 1, 2022, the Company invested an additional $ 200,000 into FUB Mineral LLC through the purchase of debt held in that entity, resulting in the current Company’s ownership of 41.75 % of FUB. The Company recorded passthrough activity of $ 0 and $ 165,604 , for the periods ended December 31, 2023 and 2022, respectively. MaxPro Investment Holdings On December 23, 2022, the Company entered into an agreement with Maxpro Invest Holdings Inc. (Maxpro) to purchase from Maxpro the sum of 95,000,000 Class A Common Stock of Ferrox Holdings Ltd. that was owned by Maxpro. The consideration paid to Maxpro for those shares was the sum of 627,806 shares of common stock of the Company. NOTE 4 – CONVERTIBLE NOTES RECEIVABLE Convertible notes receivable as of December 31, 2023 and 2022 consisted of the following: December 31, 2023 December 31, 2022 Heart Water Inc. $ 750,000 $ 100,000 Advanced Magnetic Lab, Inc. 400,000 250,000 Total convertible notes receivable $ 1,150,000 $ 350,000 Heart Water Inc. On December 2, 2022, the Company advanced $ 100,000 to Heart Water Inc. in exchange for a Convertible Promissory Note issued to the Company. The Convertible Promissory Note carries an 8.0 % annual interest rate. Concurrently, the Company and Heart Water entered into an agreement whereby the Company has the ability to invest in certain development projects of Heart Water in exchange for a per-gallon of water payment from the water that is captured and sold from the project. An additional $650,000 was advanced in exchange for Convertible Promissory Notes during 2023. F-11 Table of Contents NOTE 4 – CONVERTIBLE NOTES RECEIVABLE (cont.) Advanced Magnetic Lab, Inc. On December 21, 2022, Advanced Magnetic Lab, Inc. (or AML) issued a Convertible Promissory Note to the Company in the amount of $ 250,000 . Additional Convertible Promissory Notes were subsequently issued by AML to the Company in the amount of $ 50,000 each on February 21, 2023, March 20, 2023, and May 5, 2023. The Convertible Promissory Notes carry a 10.0% annual interest rate, compounded monthly, and has the ability to convert into a maximum of 166,667 common stock of AML or repaid at maturity, which is twenty-four months after issuance. Concurrently, the Company and AML entered into a royalty agreement whereby the Company will receive between 0.5% and 1.5% of the sales revenue received from sales of product(s) developed under a Technology Development and Services Agreement . NOTE 5 – NOTES RECEIVABLE Notes receivable as of December 31, 2023 and 2022 consisted of the following: December 31, 2023 December 31, 2022 Ferrox Holdings Ltd $ 250,000 $ 250,000 Texas Tech University Note 100,000 0 Total notes receivable $ 350,000 $ 250,000 Ferrox Holdings Ltd. In March 2022 and September 2022, the Company made a series of investments totaling $ 250,000 into convertible debt of Ferrox Holdings, Ltd (Ferrox). The convertible debt holds a 7.0 % annual interest rate, compounded annually, and is convertible into common stock of Ferrox at $ 0.15 per share. As part of its investment in the convertible debt of Ferrox, the Company also received an additional 833,335 common shares of Ferrox at the time of investment. Texas Tech University On July 31, 2022, the Company purchased certain payments that are owed to Texas Tech University from a third party for the agreement to participate in sponsored research services performed by Texas Tech University and agreed to assume responsibility for those payments. The payments that were due to Texas Tech University amounted to $ 184,662 .72 and the Company has since paid $ 100,000 of that amount so far on behalf of the third party. A note payable between the Company and the third party was created to reflect the assumption by the Company of these payments and the note pays interest. The operator of the technology is a related entity and is described more in Note 13. NOTE 6 – INTANGIBLE ASSETS Intangible assets as of December 31, 2023 and 2022 consisted of the following: December 31, 2023 December 31, 2022 Mining Permit Package $ 68,739 $ 68,739 MC Mining 149,150 149,150 Carnegie ORR 117,623 117,623 Energy Technologies Inc 52,700 52,700 Coking Coal Financing LLC 8,978 53,978 RMC Environmental Services LLC 225,000 225,000 Texas Tech University 0 100,000 Pollinate 1,954 1,954 Less: Accumulated Amortization ( 103,885 ) ( 28,658 ) Total Intangible Assets $ 520,259 $ 740,487 F-12 Table of Contents NOTE 6 – INTANGIBLE ASSETS (cont.) Amortization expense - Intangible Assets totaled $ 103,885 and $ 28,658 as of December 31, 2023 and 2022, respectively. As of December 31, 2023, future amortization expense are as follows: 2024 75,227 2025 75,227 2026 75,227 2027 57,592 2028 and thereafter 226,054 509,328 Land Betterment Exchange (LBX) The Company is the holder of 250,000 LBX Tokens. The Company purchased the LBX Tokens for the consideration of $ 2,000,000 of Round A Convertible Debt and 76,924 Warrant “A-2” issued to an affiliated party. The token issuance process is undertaken by a related party, Land Betterment Corporation, and is predicated on proactive environmental stewardship and regulatory bond releases. As of June 30, 2022, there is no market for the LBX Token and therefore the purchase price of $ 8 per token has been assigned for fair value. The consideration issued for the 250,000 tokens was in the form of a $ 2,000,000 convertible note. Due to the lack of market or independent market level transactions, the value assigned to the LBX Token of $ 0 as of December 31, 2023. The intangible will be treated as an indefinite lived asset. Mining Permit Package On January 3, 2022, the Company entered into an agreement with a Kentucky licensed engineer to create three coal mining permits for the total payment of $75,000, payable in equal weekly installments over the course of 36 weeks. The permits will be held in the name of American Resources Corporation, or its subsidiaries, and the Company will receive an overriding royalty in the amount of the greater of $0.10 per ton or 0.20% of the gross sales price of the coal sold from the permit . The intangible will be amortized over its initial 10 year contract period. MC Mining On April 1, 2022, the Company purchased the rights to receive rental income from property located in Pike County, Kentucky. The rental income is $ 2,500 per month and the consideration paid by the Company to the seller was a total of $ 149,150 .44, which represents $ 60,000 in cash to be paid to the seller in the form of 80 % of the monthly rental income until the cash consideration is paid in full, plus the issuance of $ 89,150 .44 worth of shares of the Company that will be valued at the same per common share value at the consummation of a transaction that results in the Company becoming publicly traded. The intangible will be amortized over its initial 30 year contract period. Carnegie ORR On May 20, 2022, the Company entered into an agreement to fund the development of a series of coal mines located in Pike County, Kentucky in exchange for a promissory note to repay the Company its capital invested, plus interest, and then an ongoing overriding royalty from coal sold from the mines. $ 117,623 .17 has been funded by the Company under this contract thus far. The operator of the property is a related entity and is described more in Note 13. The intangible will be amortized over its initial 15 year anticipated mine life. Energy Technologies Inc On September 30, 2022, the Company entered into an agreement to purchase, for the consideration of $ 52,700 , a partial interest in a density gauge analyzer that is manufactured by Energy Technologies, Inc. and will be repaid to the Company on a per ton of coal basis from coal sold by using the density gauge analyzer. The operator of the technology is a related entity and is described more in Note 13. The intangible will be amortized over the 5 year useful life period of the underlying equipment. F-13 Table of Contents NOTE 6 – INTANGIBLE ASSETS (cont.) Coking Coal Financing LLC On April 15, 2022, the Company entered into a membership interests purchase agreement with ENCECo, Inc., the sole owner and member of Coking Coal Leasing LLC (“CCL”), whereby the Company issued 236,974 shares to ENCECo, Inc. for the purchase of purchase of CCL. As part of this transaction, the Company, through CCL, purchased a contract to manage the electrical power account for a coal mining complex located in Perry County, Kentucky. The fee for managing this contract payable to the Company is $ 5,000 per month. The intangible will be treated as an indefinite lived asset. RMC Environmental Services LLC On August 17, 2022, the Company formed RMC Environmental Services LLC as a wholly owned subsidiary of the Company for the purpose of purchasing certain rights to operate a clean fill landfill located in Hamilton County, Indiana that pays RMC Environmental Services for each load of clean fill material that is disposed on, or removed from, the landfill. The consideration paid by the Company was $ 225,000 for the rights to operate this business. The intangible will be amortized over its initial 5 year contract period. Pollinate On July 15, 2022, the Company entered into a Honey Royalty Agreement whereby the Company will purchase apiaries for the use of Land Betterment Corporation and the Company will be paid $1.00 per pound of salable honey sold or used by Land Betterment from the purchased apiaries . The operator of Pollinate is a related entity and is described more in Note 13. The intangible will be treated as an indefinite lived asset. NOTE 7 – RIGHT OF USE ASSETS The right-of-use asset is the Company’s right to use an asset over the life of a lease. The asset is calculated as the initial amount of the lease liability, plus any lease payments made to the lessor before the lease commencement date, plus any initial direct costs incurred, minus any lease incentives received. The Company’s discounted lease payment rate is 10 %, which is the Company’s borrowing rate. We lease an office from an affiliated entity, LRR, located at 1845 South KY Highway 15 South, Hazard, KY 41701. We pay $ 250 .00 a month, plus common charges, in rent with an initial lease term of 10 years. We sublease an office from an affiliated entity, American Resources Corporation, located at 12115 Visionary Way, Ste 174, Fishers, IN 46038. We pay $ 2,143 .25 a month in rent with an initial lease term of 10 years. We lease land from an affiliated entity, LRR, located in Pike County, Kentucky. We pay $ 2,000 a month in rent with an initial lease term of 21 years. We lease land from an affiliated entity, LRR, located in Hamilton County, Indiana. We pay a minimum of $ 2,000 a month in rent or 20 % of the immediately prior month’s total monthly gross revenues from the lessee’s operations. The initial lease term is 5 years. At December 31, 2023 and 2022, right of use assets and liabilities were comprised of the following: December 31, 2023 December 31, 2022 Assets: ROU asset $ 453,686 $ 181,006 Liabilities Current: Operating lease assets $ 33,923 11,876 Non-current Operating lease assets 418,662 $ 169,252 F-14 Table of Contents NOTE 7 – RIGHT OF USE ASSETS (cont.) As of December 31, 2023, remaining maturities of lease liabilities were as follows: 2024 32,923 2025 37,475 2026 41,398 2027 43,734 2028 and thereafter 296,055 452,585 NOTE 8 – ROUND A CONVERTIBLE DEBT As of December 31, 2023 and 2022, the amount outstanding under the Round A Convertible Debt amounted to: December 31, 2023 December 31, 2022 Gross principal value of convertible notes – related party $ 0 $ 370,000 Gross principal value of convertible notes – non-related party 0 1,959,150 Unamortized loan discounts 0 ( 141,638 ) Total convertible notes payable, Net $ 0 $ 2,187,512 The principal and any accrued interest in the Round A Convertible Debt has a per share conversion price of $ 6.50 and bear a 10 .0% annual interest rate, compounded calendar quarterly. Accrued interest of $ 0 was recorded at December 31, 2023. All convertible debt was converted into common stock at the date of business combination. NOTE 9 –NOTE PAYABLE - RELATED PARTY As of December 31, 2023 and 2022, the amount outstanding of non-convertible Note Payable to related parties amounted to: December 31, 2023 December 31, 2022 Gross principal value of note payable – related party $ 1,681,755 $ 1,681,755 Unamortized loan discounts ( 0 ) ( 259,617 ) Total notes payable – related party, Net $ 1,681,755 $ 1,422,138 The Note Payable bears a 10.0 % annual interest rate, compounded calendar quarterly. Accrued interest of $ 310,507 was recorded at December 31, 2023. The related party note is due two years from the date of issuance and is due in October 2023 . F-15 Table of Contents NOTE 10 –NOTES PAYABLE As of December 31, 2023 and 2022, the amount outstanding of non-convertible note payable amounted to: December 31, 2023 December 31, 2022 MC Mining Note Payable $ 20,000 $ 42,000 Gross principal value of non-convertible notes payable 250,000 Total notes payable – related party, Net $ 270,000 $ 42,000 MC Mining On April 1, 2022, the Company purchased the rights to receive rental income from a related party from property located in Pike County, Kentucky. The rental income is $ 2,500 per month and the consideration paid by the Company to the seller was a total of $ 149,150 .44, which represents $ 60,000 in cash to be paid to the seller in the form of 80% of the monthly rental income until the cash consideration is paid in full, plus the issuance of $ 89,150 .44 worth of shares of the Company that will be valued at the same per common share value at the consummation of a transaction that results in the Company becoming publicly traded. Of the $60,000 in cash to be paid to the seller, $ 20,000 and $ 42,000 is outstanding at December 31, 2023 and 2022, respectively. There is no interest due on the unpaid portion of the monthly rental income. NOTE 11: SHAREHOLDERS’ EQUITY Preferred Stock - The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2023 there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $ 0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At December 31, 2023, there were 14,270,761 shares of Class A common stock issued and outstanding. At December 31, 2022, there were 729,817 shares of Class A common stock issued and outstanding. Class B Common Stock — The Company was previously authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share. Holders of the Company’s Class B common stock were entitled to one vote for each share. At the closing of the Business Combination, we filed an amended and restated certificate of incorporation that eliminated the authorization of the Class B Common Stock. At December 31, 2022, there were 2,975,000 shares of Class B common stock issued and outstanding, of which 2,875,000 were held by the Sponsor (and of which 375,000 of such shares held by the Sponsor being subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full) so that the Initial Stockholders (exclusive of the holders of Representative Shares) will own 20 % of the issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering). As of December 31, 2023, there were no shares of Class B common stock authorized, issued, or outstanding. F-16 Table of Contents NOTE 11: SHAREHOLDERS’ EQUITY (cont.) Representative Shares On March 22, 2021, we issued the 100,000 shares of Class B common stock to the representative for nominal consideration (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $ 1,000 based upon the price of the Founder Shares issued to the Sponsor. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. Founder Shares On January 22, 2021 the Company issued the Sponsor an aggregate of 2,875,000 shares of Class B common stock (the “Founder Shares”) for an aggregate purchase price of $ 25,000 . The Founder Shares include an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor owns, on an as-converted basis, 20 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property . On March 22, 2021, our Sponsor transferred 5,000 shares of Class B common stock with a par value of $ 0.0001 per share to each of three of our independent directors. The number of shares of Class B common stock that our Sponsor holds after the transfer is 2,860,000 . At the closing of the Business Combination, all shares of Class B common stock were automatically converted into 3,076,500 shares of Class A common stock, and an amended and restated certificate of incorporation was filed that removed the Class B common stock from the authorized capitalization of the Company. NOTE 12: RELATED PARTY TRANSACTIONS Land Resources & Royalties LLC / Wabash Enterprises LLC The Company may at times in the future lease property from Land Resources & Royalties LLC (“LRR”) and enter into various other agreements with LRR and/or its parent company, Wabash Enterprises LLC, an entity managed by Thomas Sauve and which Kirk Taylor is also part beneficial owner. Furthermore, on October 31, 2023, as part of the Business Combination, Wabash Enterprises LLC and LRR became an owner of Class A Common Stock of the Company and several leases and agreements exist between LRR and the Company, for which LRR receives income. Land Betterment Corporation The Company may at times in the future enter into agreements with Land Betterment Corporation, an entity in which Kirk Taylor is a director, President and Chief Financial Officer and Thomas Sauve who is a director and Chief Development Officer. As of December 31, 2023, the Company had entered into a contractor services agreement with Land Betterment Corporation for environmental services personnel. The contract called for cost plus 12.5% margin. American Resources Corporation The Company may at times enter into agreements with American Resources Corporation and its subsidiaries, an entity in which Thomas Sauve is a director and President, and Kirk Taylor is the Chief Financial Officer. Westside Advisors LLC The Company may at times in the future enter into agreements with Westside Advisors LLC, an entity managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination. In October 2021, Westside Advisors LLC sold 250,000 LBX Tokens it owned to the Company in exchange for the Round A Convertible Note of $ 2,000,000 and 76,924 warrants (Warrant “A-2”); no cash was part of this consideration. $ 1,681,756 was outstanding as of December 31, 2022 with no payments in cash of interest or principal paid. The note carries an interest rate of 10%. During 2022, $ 318,244 .72 of principal was converted to common shares at a rate of $ 6.50 per share. On October 31, 2023, the Warrant A-2 was converted into Class A Common Stock of the Company as part of the Business Combination that is owned by Westside Advisors LLC. T Squared Partners LP The Company has and may at times in the future enter into agreements with T Squared Partners LP, an entity managed by Westside Advisors LLC. On October 2, 2021, T Squared Partners LP invested $ 250,000 cash into the Company in the form of the Round A Convertible Note and 9,616 warrants issued under Warrant “A- 1.” On January 31, 2022, T Squared Partners LP invested an additional $ 50,000 cash into the Company in the form of the Round A Convertible Note and 1,924 warrants issued under Warrant “A-5.” 5”, all of which was outstanding as of December 31, 2022 with no payments of interest or principal paid. The note carries an interest rate of 10%. On October 31, 2023, as part of the Business Combination, the notes and warrants held by T Squared Partners LP were converted into Class A Common Stock of the Company. F-17 Table of Contents NOTE 12: RELATED PARTY TRANSACTIONS (cont.) White River Holdings LLC The Company has and may at times in the future enter into agreements with White River Holdings LLC, an entity managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination. On January 1, 2022, the Company entered into a consulting agreement with White River Holdings LLC whereby we paid White River Holdings a monthly consulting fee of $ 6,250 , effective January 1, 2022, for 12 months. This consulting fee is not payable in cash to the Company until we raise a minimum of five million dollars of external capital. On February 1, 2022, White River Holdings LLC invested $ 10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-6.” On November 1, 2023, as part of the Business Combination, the notes and warrants held by White River Holdings LLC were converted into Class A Common Stock of the Company. First Frontier Capital LLC The Company may at times enter into agreements with First Frontier Capital LLC, an entity managed and beneficially owned by Thomas Sauve, Chief Executive Officer and Chairman of the Company. On February 1, 2022, First Frontier Capital LLC invested $ 10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-7.” On October 31, 2023, as part of the Business Combination, the notes and warrants held by First Frontier Capital LLC were converted into Class A Common Stock of the Company. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers could, but were not obligated to, loan the Company funds as may be required, of which up to $ 1,500,000 of such loans may be convertible into warrants at a price of $ 1 .00 per warrant (“Working Capital Loans”). From inception to date, $ 760,000 has been advanced and repaid and as of December 31, 2022, $ 0 is outstanding. The advance bears no interest rate. Administrative Services Arrangement The Company’s Sponsor agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company agreed to pay the Sponsor $ 10,000 per month for these services. As of December 31, 2022 and October 31, 2023, the effective date of the business combination and termination of the services agreement, $ 120,000 and $ 220,000 , respectively is accrued and owed under this agreement. Promissory Note — Related Party On March 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 800,000 to cover expenses related to Initial Public Offering pursuant to a promissory note (the "Note"). This loan was non-interest bearing and payable in full on or before March 22, 2022 or could be converted into equity on March 22, 2022. From inception to date, $ 485,900 was advanced and repaid. As of December 31, 2022 December 31, 2023, $ 239,825 and $ 291,243 is outstanding, respectively. NOTE 13: INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The primary temporary differences that give rise to the deferred tax assets and liabilities are as follows: accrued expenses. Deferred tax assets consisted of $ 432,828 and $ 144,733 at December 31, 2023 and 2022, respectively, which was fully reserved. Deferred tax assets consist of net operating loss carryforwards in the amount of $ 589,442 and $ 156,614 at December 31, 2023 and 2022, respectively, which was fully reserved. The net operating loss carryforwards for year 2022 begin to expire in 2042. The application of net operating loss carryforwards are subject to certain limitations as provided for in the tax code. The Tax Cuts and Jobs Act was signed into law on December 22, 2017, and reduced the corporate income tax rate from 34 % to 21 %. The Company’s deferred tax assets, liabilities, and valuation allowance reflect the impact of the tax law. The Company’s effective income tax rate is lower than what would be expected if the U.S. federal statutory rate ( 21 %) were applied to income before income taxes primarily due to certain expenses being deductible for tax purposes but not for financial reporting purposes. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. All years are open to examination as of December 31, 2023. NOTE 14: WARRANTS Warrants —Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. F-18 Table of Contents NOTE 14: WARRANTS (cont.) The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders . If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. F-19 Table of Contents NOTE 14: WARRANTS (cont.) The Company uses the black Scholes option pricing model to value its warrants and options. The significant inputs are as follows: 2023 2022 Expected Dividend Yield 0.00 % 0.0 % Expected volatility 1.55 % 1.55 % Risk-Free Rate 4.27 % 4.27 % Expected life of warrants 1.72 2.72 Weighted Weighted Average Aggregate Number of Average Contractual Intrinsic Public Warrants Warrants Exercise Price Life in Years Value Exercisable (vested) - December 31, 2021 - $ - $ - Granted - $ - $ - Forfeited or Expired - Exercised - Outstanding December 31, 2022 4,777,364 $ 1 3.3 $ 2,770,871 Exercisable (vested) - December 31, 2022 4,777,364 $ 1 3.3 $ 2,770,871 Granted - $ - $ - Forfeited or Expired - $ - $ - Exercised - $ - $ - Outstanding December 31, 2023 4,777,364 $ 0 2.3 $ 100,325 Exercisable (vested) - December 31, 2023 4,777,364 $ 0 2.3 $ 100,325 Weighted Weighted Average Aggregate Number of Average Contractual Intrinsic Private Warrants Warrants Exercise Price Life in Years Value Exercisable (vested) - December 31, 2021 - $ - $ - Granted - $ - $ - Forfeited or Expired - $ - $ - Exercised - $ - $ - Outstanding December 31, 2022 3,901,201 $ 0.58 3.3 $ 2,262,696 .58 Exercisable (vested) - December 31, 2022 3,901,201 $ 0.58 3.3 $ 2,262,696 .58 Granted - $ - $ - Forfeited or Expired - $ - $ - Exercised - $ - $ - Outstanding December 31, 2023 3,901,201 $ 0.03 2.3 $ 101,431 .23 Exercisable (vested) - December 31, 2023 3,901,201 $ 0.03 2.3 $ 101,431 .23 NOTE 15: FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: F-20 Table of Contents NOTE 15: FAIR VALUE MEASUREMENTS (cont.) Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2023, the Company is the holder of 250,000 LBX Tokens which were initially recorded at their purchase price of $ 8 per token. During 2022 and 2023, the value of the LBX Tokens were written to $ 0 to reflect that there was no market for the tokens. No cash consideration was given but a convertible note in the amount of $ 2,000,000 and 76,924 warrants (Warrant “A-2”) were issued to Westside Advisors LLC. The note remains outstanding, and the warrants were converted into shares of the Company as part of the Business Combination on October 31, 2023. At December 31, 2023 and 2022, assets held in the Trust Account were comprised of $ 0 and $7,613,762 in money market funds which are invested primarily in U.S. Treasury Securities. All funds were withdrawn upon business combination. The following table presents information about the Company’s assets, liabilities and redeemable class A common that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2023 December 31, 2022 Assets: Marketable securities held in Trust Account 1 $ 0 $ 7,613,762 Liabilities: Warrant Liability – Public Warrants 3 157,584 110,182 Warrant Liability – Private Warrants 3 117,036 101,432 Commitments and Contingencies: Class A Common Stock 0 7,497,311 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying December 31, 2023 and December 31, 2022 consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The decrease in the fair value of the warrant liability from the date of the Private Placement (March 19, 2021) to December 31, 2022 reflects a change in the estimated fair value per private warrant for the period from $ 0.95 to $ 0.026 and per public warrant for the period from $ 0.94 to $ 0.021 . F-21 Table of Contents NOTE 15: FAIR VALUE MEASUREMENTS (cont.) The following tables present the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2022 $ 2,262,941 $ 3,036,301 $ 5,299,242 Change in valuation inputs or other assumptions ( 2,161,510 ) ( 2,926,119 ) ( 5,087,629 ) Fair value as of December 31, 2022 101,431 110,182 211,613 Private Placement Public Warrant Liabilities Fair value as of January 1, 2023 $ 101,431 $ 110,182 $ 211,613 Change in valuation inputs or other assumptions 15,604 47,402 63,006 Fair value as of December 31, 2023 117,036 157,584 274,620 F-22 Table of Contents NOTE 16: COMMITMENTS AND CONTINGENCIES In the course of normal operations, the Company is involved in various claims and litigation that management intends to defend. The range of loss, if any, from potential claims cannot be reasonably estimated. However, management believes the ultimate resolution of matters will not have a material adverse impact on the Company’s business or financial position. Right of First Refusal For a period beginning on March 21, 2021 and ending 24 months from the closing of a business combination, we have granted the Representative a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for us or any of our successors or subsidiaries. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part. NOTE 17: SUBSEQUENT EVENTS On February 1, 2024, the Company entered into an agreement with T.R. Mining & Quarry Ltd., a Jamaican-based company (T.R. Mining), to provide a loan to T.R. Mining of up to $100,000 in exchange for an overriding royalty on all minerals extracted from T.R. Mining’s exclusive prospecting license and any successor permit. $20,000 of that note has been advanced by the Company to T.R. Mining as of the date of this filing. On January 29, 2024, 100,000 shares of common stock were issued to KBB Asset Management LLC pursuant to a note conversion. On February 7, 2024, Daniel Hasler and Gary Ehlebracht both stepped down as an independent directors of the Board of Directors and both Roy Smith and Benjamin Wrightsman were simultaneously appointed to the Board of Directors as independent directors. Furthermore, Mr. Smith was appointed as Chairman of the Compensation Committee of the Board of Directors and Mr. Wrightsman was appointed as Chairman of the Nominating Committee of the Board of Directors On March 1, 2024, 133,334 shares of common stock were issued to KBB Asset Management LLC pursuant to a note conversion. On March 11, 2024, the Company deposited $ 5,000 restricted cash with the Kentucky Secretary of State for the benefit of a related party under the Company’s reclamation bonding facility agreement with that party. On March 19, 2024, the Company issued-a non-convertible promissory note to Westside Advisors in the amount of $ 42,000 . The note is due two years from the date of issuance on March 19, 2026 . On March 20, 2024, the Company invested an additional $ 15,000 into Advanced Magnetic Lab, Inc. under the existing convertible promissory note purchase agreement with that company. On March 22, 2024, the Company deposited $ 5,000 restricted cash with the Kentucky Secretary of State for the benefit of a related party under the Company’s reclamation bonding facility agreement with that party. F-23 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.