Royalty Management Holding Corp 10-K/A

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 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 Board of Directors and Stockholders of Royalty Management Holding Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Royalty Management Holding Corporation (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’ equity, 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 of America. Emphasis of a matter – 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 has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion. /s/ CM3 Advisory CM3 Advisory (PCAOB ID 6866 ) San Diego, California December 3, 2024 We have served as the Company’s auditor since 2024. F-1 Table of Contents ROYALTY MANAGEMENT HOLDING CORPORATION CONSOLIDATED BALANCE SHEETS CURRENT ASSETS December 31, 2023 December 31, 2022 Cash $ 195,486 $ 433,343 Accounts Receivable 70,323 71,540 Interest Receivable 124,727 22,894 Fee Income Receivable 309,787 51,490 Total Current Assets 700,322 579,267 Investments in Corporations and LLCs 10,230,434 10,217,287 Convertible Notes Receivable 1,400,000 600,000 Notes Receivable 235,267 235,267 Intangible Assets, Net 1,904,745 2,011,656 Restricted Cash 176,800 176,800 Tools, Machinery & Equipment, Net 5,417 7,003 Operating Lease Right-Of-Use Assets 387,138 143,833 Total Non-Current Assets 14,339,801 13,391,845 TOTAL ASSETS $ 15,040,122 $ 13,971,112 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts Payable – Related Party $ 381,243 $ - Accounts Payable 96,071 - Current Portion of Operating Lease Liabilities, Net 26,527 16,116 Current Portion of Notes Payable 20,000 24,000 Deferred Income 17,643 17,643 Accrued Expenses 818,645 489,272 Total Current Liabilities 1,360,129 547,031 Convertible Notes Payable, Net - 2,187,512 Notes Payable – Related Party, Net 1,681,755 1,422,138 Operating Lease Liabilities, Net 359,738 124,580 Notes Payable 250,000 18,000 Fair Value Liability of Public Warrants 157,584 - Fair Value Liability of Private Warrants 117,036 - Total Non-Current Liabilities 2,566,113 3,752,231 TOTAL LIABILITIES $ 3,926,242 $ 4,299,261 COMMITMENTS AND CONTINGENCIES (Note 18) - - STOCKHOLDERS’ EQUITY Preferred Stock: $0.0001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding for 2023 and 2022 - - Class A Common Stock: $ 0.0001 par value; 100,000,000 shares authorized, 14,270,761 and 6,890,281 shares issued and outstanding for 2023 and 2022 1,427 68,903 Additional Paid-In Capital 9,766,604 12,369,697 Retained Earnings (Accumulated Deficit) 1,345,849 ( 2,766,749 ) Total Stockholders’ Equity 11,113,880 9,671,851 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 15,040,122 $ 13,971,112 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 Environmental Services 202,723 104,810 Fee Income 198,297 6,490 Rental Income 87,500 67,500 TOTAL REVENUE 488,519 178,800 Cost of Revenue ( 16,594 ) ( 4,667 ) GROSS PROFIT 471,925 174,133 Amortization Expense Intangibles ( 67,386 ) ( 24,265 ) Depreciation Expense ( 1,586 ) ( 925 ) General and Administrative ( 532,781 ) ( 333,172 ) Professional Fees ( 136,322 ) ( 95,787 ) Impairment Loss ( 39,525 ) ( 2,000,000 ) Total Operating Expenses ( 777,599 ) ( 2,454,149 ) NET LOSS FROM OPERATIONS ( 305,674 ) ( 2,280,016 ) OTHER INCOME (EXPENSE) Interest Income 104,214 25,618 Income from Investment 13,147 141,943 Loss on Warrant Fair Value Adjustment ( 223,798 ) - Other Income 13,567 125,000 Interest Expense ( 715,101 ) ( 722,717 ) Total Other Expense ( 807,971 ) ( 430,156 ) NET LOSS ( 1,113,644 ) ( 2,710,172 ) Weighted Average Shares Outstanding, Basic and Diluted 14,270,761 6,890,281 Basic and Diluted Net Income Per Ordinary Share $ ( 0.08 ) $ ( 0.39 ) The accompanying footnotes are integral to the consolidated financial statements. F-3 Table of Contents ROYALTY MANAGEMENT HOLDING CORPORATION STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY Retained Common Stock Additional Paid-In Earnings (Accumulated Total Stockholders’ Shares Amount Capital Deficit) Equity Balance December 31, 2021 5,943,750 $ 59,438 $ 27,107 $ ( 56,577 ) $ 29,967 Shares Issued for Services 9,810 98 63,652 63,750 Common Shares Issued for Purchase of Membership Interest 864,780 8,648 11,030,388 11,039,036 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 Warrants Issued with Convertible Notes 750,451 750,451 Net Loss ( 2,710,172 ) ( 2,710,172 ) Balance December 31, 2022 6,890,281 $ 68,903 $ 12,369,697 $ ( 2,766,749 ) $ 9,671,851 Shares Issued for Services 770 8 4,992 5,000 Shares Forfeited for Services ( 3,080 ) ( 31 ) 31 - Shares Issued in Connection with Warrant and Note Conversions 539,736 54 2,949,720 2,949,774 Shares Issued for Deferred Underwriter Fee 350,000 35 3,499,965 3,500,000 Reverse Recapitalization on October 23,2023 6,493,054 ( 67,542 ) ( 9,088,572 ) 5,226,243 ( 3,929,870 ) Warrants Issued with Convertible Notes 30,770 30,770 Net Loss ( 1,113,644 ) ( 1,113,644 ) Balance December 31, 2023 14,270,761 1,427 9,766,604 1,345,849 11,113,880 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 Loss $ ( 1,113,644 ) $ ( 2,710,172 ) Adjustments to Reconcile Net Loss to Net Cash (Used In) Provided By Operations Amortization of Debt Discount 30,770 750,451 Amortization Expense of Right of Use Assets 2,264 ( 3,138 ) Amortization of Intangibles 75,227 24,265 Depreciation 1,586 925 Issuance of Common Shares for Service 5,000 63,750 Impairment Loss on Intangible Asset - 2,000,000 Fair Value Adjustment of Public Warrants 157,584 - Fair Value Adjustment of Private Warrants 117,036 - Changes in Operating Assets and Liabilities: Accounts Receivable 1,218 ( 71,540 ) Interest Receivable ( 101,833 ) ( 22,894 ) Fee Income Receivable ( 258,297 ) ( 51,490 ) Accounts Payable – Related Party 381,243 - Accounts Payable 96,071 - Deferred Income - 17,643 Accrued Expenses 329,373 441,875 Net Cash (Used In) Provided by Operating Activities ( 276,402 ) 439,675 Cash Flows from Investing Activities Investments in Corporations and LLCs ( 13,147 ) ( 516,943 ) Investments in Convertible Notes Receivable ( 800,000 ) ( 600,000 ) Withdrawal (Investments) in Notes Receivable 100,000 ( 235,267 ) Purchases of Tools, Machinery & Equipment - ( 7,928 ) Purchases of Intangible Assets ( 68,317 ) ( 1,946,770 ) Net Cash Used in Investing Activities ( 781,464 ) ( 3,306,908 ) Cash Flows from Financing Activities Proceeds from Reverse Capitalization ( 3,929,870 ) - Proceeds from Deferred Underwriter Fee 3,500,000 - Proceeds from Notes Payable 228,000 42,000 Proceeds from Issuance of Convertible Notes 259,617 1,247,864 Proceeds from Convertible Note Conversion 762,262 2,187,512 Net Cash Provided by Financing Activities 820,008 3,477,376 Net Change in Cash ( 237,857 ) 610,143 Cash – Beginning of Year 610,143 - Cash – End of Year $ 372,286 $ 610,143 Supplemental Information Discount on Convertible Notes 30,770 750,451 Notes Receivable ( 100,000 ) - Intangible Assets 100,000 - Acquisition of Right of Use Assets for Lease Obligations - 186,636 Issuance of Common Shares for Purchase of Membership Interest - 9,498,705 Issuance of Common Shares for Conversion of Debt - 630 Cash Paid for Interest - - Cash Paid for Taxes - - 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 with Royalty Management Corporation (“RMC”) on October 23, 2023 and at that point changed its name to Royalty Management Holding Corporation (“RMHC” or the “Company”). The Company’s business model is to invest or purchase 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. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The Company’s financial statements subsidiaries include the accounts of the Company and the merged corporation RMC, and RMC’s wholly owned subsidiaries Coking Coal Leasing LLC (“CCL”), and RMC Environmental Services LLC (“RMC ES”) All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles (“U.S. 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 the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 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. Related Party Policies In accordance with 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 At December 31, 2023 and 2022, 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 $ 195,486 $ 433,343 Restricted Cash 176,800 176,800 Total cash and restricted cash presented in the statement of cash flows $ 372,286 $ 610,143 Allowance for Credit Losses In June 2016, FASB issued guidance ASC 326, “Credit Losses” 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 ASC 326 were trade accounts receivable and other accounts receivable, including interest, fees, rental income, 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 amounted to $ 0 . 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, “Derivatives and Hedging” 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, “Debt with Conversion and Other Options” 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. Amortization expense of the debt discount for the convertible debt of $ 351,460 and $ 424,922 , which were included in interest expense of $ 715,101 and $7 22,717 , for the years ended December 31, 2023 and 2022, respectively. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, “Revenue Recognition” 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. The Company only has one reportable revenue segment. As of December 31, 2023, all the revenue generating activity is undertaken in eastern Kentucky, Indiana, and Limpopo, South Africa. The following table disaggregates our revenue by major service line for the years ended: December 31, December 31, 2023 2022 Environmental Services $ 202,723 $ 104,810 Fee Income 198,297 6,490 Rental Income 87,500 67,500 Total Revenue 488,519 178,800 Interest Income from Interest Bearing Accounts 2,381 2,724 Notes Receivable Interest Income 101,833 22,894 Income from Investment 13,147 141,943 Other Income 13,567 - 130,928 167,562 F-8 Table of Contents NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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 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 filed all required 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 years ending December 31, 2023 and 2022. F-10 Table of Contents NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Recently Issued Accounting Pronouncements 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. In November of 2023, the FASB issued ASU 2023-07, “Segment Reporting 280: Improvements to Reportable Segment Disclosures” ASU 2023-07. ASU 2023-07 increases the disclosures about a public entity’s reportable segments. Under ASU 2023-07, a public entity would be required to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, annual disclosures about a reportable segment’s profit or loss and assets required by 280 in interim periods, any additional measures of a segment’s profit or loss used by the CODM to allocate resources, and the title and position of the CODM. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. ASU 2023-07 allows for early adoption and requires retrospective adoption. The Company will adopt this guidance beginning with its fourth quarter ending December 31, 2024. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only. In December of 2023, FASB issued ASU No. 2023-09, “Income Taxes (740): Improvements to Income Tax Disclosures” ASU 2023-09. Under ASU 2023-09, a public entity will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, such as if the effect of the reconciling item is equal to or greater than five percent of the amount computed by multiplying pretax income/loss by the applicable statutory income tax rate. Entities would also have to disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid, along with income/loss from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. ASU 2023-09 allows for early adoption for annual financial statements that have not yet been issued and allows retrospective and prospective adoption. The Company will adopt this guidance beginning with its fourth quarter ending December 31, 2025. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. F-11 Table of Contents Going Concern The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the condensed consolidated financial statements are issued. In accordance with FASB, ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. “As of December 31, 2023, the Company had retained earnings of $ 1,345,849 . The Company has limited financial resources. As of December 31, 2023, the Company had a working capital deficit of $ 659,808 and a cash balance of $ 195,486 . The Company will need to raise additional capital or secure debt funding to support on-going operations. The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If the Company is unable to access additional capital moving forward, it may hurt the Company’s ability to grow and to generate future revenues, financial position, and liquidity. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless Management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.” NOTE 3 – BUSINESS COMBINATION On October 31, 2023, we consummated the business combination, or the Business Combination, contemplated by the Agreement and Plan of Merger, with RMC Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of American Acquisition Opportunity Inc. (“AMAO”), a special purpose acquisition company, which is our predecessor, and Royalty Management Co. (“Legacy Royalty”). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Royalty, with Legacy Royalty surviving the merger as a wholly owned subsidiary of AMAO (the “Business Combination”). Upon the closing of the Business Combination, AMAO changed its name to Royalty Management Holdings Co. with its Class A common stock continuing to be listed on Nasdaq under the ticker symbol “RMCO,” its warrants continuing to be listed on Nasdaq under the symbol “RMCOW. Royalty Management Holding co. became the successor entity to AMAO pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All Round A Convertible Debt notes, accrued interest, and warrants were converted into 539,736 shares of Class A Common Stock of RMCO at the date of Business Combination. At the closing of Business Combination, all shares of Class B Common Stock were automatically converted into 3,076,500 shares of Class A Common Stock. RMCO filed an amended and restated certificate of incorporation that removed the Class B Common Stock from the authorized capitalization of the Company. Legacy Royalty shareholders of stock were exchange those shares for RMCO shares at a rate of 1 private company share for 1.5 shares of public company shares . NOTE 4 – 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 $ 606,729 $ 593,582 Ferrox Holdings Ltd. 9,623,705 9,623,705 Total Investments in Corporations and LLCs $ 10,230,434 $ 10,217,287 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 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 $ 13,147 and $ 141,943 , for the years ended December 31, 2023 and 2022, respectively. Ferrox Holdings Ltd. 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. (“Ferrox”) that was owned by Maxpro. RMC has a 9.9 % ownership interest in Ferrox. As such, the investment in Ferrox will be accounted for using the cost method of accounting. The consideration paid to Maxpro for those shares was the sum of 627,806 shares of common stock of the Company. NOTE 5 – 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 Ferrox Holdings Ltd. 250,000 250,000 Advanced Magnetic Lab, Inc. 400,000 250,000 Total Convertible Notes Receivable $ 1,400,000 $ 600,000 Heart Water Inc. On December 2, 2022, the Company advanced $ 100,000 to Heart Water Inc. (“HW”) in exchange for an Unsecured Convertible Promissory Note issued to the Company. The Unsecured Convertible Promissory Note carries an 8.0 % annual interest rate and is unsecured and has no guarantees. The HW Convertible Promissory Note converts into HW common stock at a price equal to 80% of the price per share paid by the investors in the next round of HW financing. The maturity date of the HW Convertible Promissory Notes is October 6, 2028. Concurrently, the Company and HW entered into an agreement whereby the Company has the ability to invest in certain development projects of HW 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. Ferrox Holdings Ltd. In March 2022 and September 2022, the Company made a series of investments totaling $ 250,000 into convertible debt of 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. The convertible debt is unsecured and has no guarantees. 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. F-12 Table of Contents NOTE 5 – CONVERTIBLE NOTES RECEIVABLE (cont.) Advanced Magnetic Lab, Inc. On December 21, 2022, Advanced Magnetic Lab, Inc. (“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 common stock of AML at a rate of $ 1.50 per share, or repaid at maturity, which is twenty-four months after issuance. The Convertible Promissory Notes are unsecured and have no guarantees. Concurrently, the Company and AML entered into a royalty agreement on December 21, 2022, whereby the Company will receive between 0.5% and 1.5% of the sales revenue received from sales of product(s) developed by AML from the use of the proceeds from the Convertible Promissory Notes . NOTE 6 – NOTES RECEIVABLE Notes receivable as of December 31, 2023 and 2022 consisted of the following: December 31, 2023 December 31, 2022 McCoy Elkhorn Coal LLC $ 135,267 $ 135,267 American Resources Corporation 100,000 100,000 Total Notes Receivable $ 235,267 $ 235,267 McCoy Elkhorn Coal LLC 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 plus interest of $ 17,643 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 14, Related Party Transactions. American Resources Corporation On July 31, 2022, the Company purchased certain payments that are owed to Texas Tech University (“TTU”) from American Resources Corporation for the agreement to participate in sponsored research services performed by TTU and agreed to assume responsibility for those payments. The payments that were due to TTU amounted to $ 184,663 and the Company has since paid $ 100,000 of that amount so far on behalf of American Resources Corporation. A note payable between the Company and ARC was created to reflect the assumption by the Company of these payments and the note pays interest of 7.0 % interest rate, compounded quarterly, and matures on July 31, 2024. There are no collateral or guarantees. The operator of the technology is a related entity and is described more in Note 14. NOTE 7 – 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 Coking Coal Leasing LLC 1,540,331 1,540,331 RMC Environmental Services LLC 225,000 225,000 Energy Technologies Inc - 52,700 Less: Accumulated Amortization ( 78,475 ) ( 24,265 ) Total Intangible Assets $ 1,904,745 $ 2,011,656 F-13 Table of Contents NOTE 7 – INTANGIBLE ASSETS (cont.) Amortization expense - Intangible Assets totaled $ 67,386 and $ 24,265 for the years ended December 31, 2023 and 2022, respectively. 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. Pursuant to ASC 350-30-35-20, “Intangibles – Goodwill and Other” subsequent re-evaluation of the assigned value is not permitted. However, this does not prohibit the Company from recognizing effects of future transactions of the LBX token should they occur. 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, a related party, 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 , 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 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. Coking Coal Leasing LLC On April 15, 2022, the Company entered into a purchase agreement with ENCECo, Inc., (“ENCECo”) the sole owner and member of CCL, whereby the Company issued 236,974 shares of its Class A Common Stock to ENCECo, Inc. for the purchase of the assets and interests in 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 as the ongoing monthly fees will continue as long as the permits remain. RMC Environmental Services LLC On August 17, 2022, the Company formed RMC ES 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 ES 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. 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 14. The intangible will be amortized over the 5 year useful life period of the underlying equipment. It was determined that this asset was not operating according to their plan, the fair value of this asset has been written off in full at the end of 2023. As of December 31, 2023, future amortization expense are as follows: 2024 56,846 2025 56,846 2026 56,846 2027 41,846 2028 and Thereafter 152,032 364,414 F-14 Table of Contents NOTE 8 – PROPERTY AND EQUIPMENT The Company records property and equipment at cost. For tools, machinery & equipment, depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net undiscounted cash flows expected to be generated by the related assets. If these assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets. There was no impairment loss recognized during the periods ending December 31, 2023 and 2022, respectively. Costs related to maintenance and repairs which do not prolong the asset’s useful life are expensed as incurred. At December 31, 2023 and 2022, property and equipment were comprised of the following: December 31, 2023 December 31, 2022 Tools, Machinery & Equipment $ 7,928 $ 7,928 Less: Accumulated Depreciation ( 2,511 ) ( 925 ) Total Property and Equipment, Net $ 5,417 $ 7,003 Depreciation expense amounted to $ 1,586 and $ 925 for the years ended December 31, 2023, and 2022, respectively. The estimated useful lives are as follows: Tools, Machinery & Equipment 5 Years NOTE 9 – LEASES The operating right-of-use asset (“ROU”) 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 leases certain land and office space under noncancelable operating leases, typically with initial terms of 5 to 21 years. The Company leases an office from an affiliated entity, Land Resources & Royalties (“LRR”), located in Hazard, Kentucky. We pay $ 250 a month, plus common charges, in rent with an initial lease term of 10 years. The Company subleases an office from an affiliated entity, American Resources Corporation (“ARC”), located in Fishers, Indiana. Historically we have paid $ 2,143 a month in rent, but starting January 2024 that rent was lowered to $ 1,500 per month, with an initial lease term of 10 years. The Company leases 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. The Company leases 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. F-15 Table of Contents NOTE 9 – LEASES (cont.) The components of lease expense included on the Company’s statements of operations were as follows: For the Years Ended December 31, Expense Classification 2023 2022 Operating lease expense: Amortization of ROU Asset General and Administrative $ 30,128 $ 4,285 Accretion of Operating Lease Liability General and Administrative 39,401 7,130 Total Operating Lease Expense $ 69,529 $ 11,414 Other information related to leases is as follows: As of As of December 31, December 31, 2023 2022 Weighted-Average Remaining Lease Term: Operating Leases (in Years) 3.13 4.75 Weighted-Average Discount Rate: Operating Leases 10.00 % 10.00 % The future minimum lease payments required under leases as of December 31, 2023 were as follows: 2024 45,492 2025 69,492 2026 69,492 2027 69,492 2028 and Thereafter 460,214 714,182 F-16 Table of Contents NOTE 10 – 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 $ - $ 370,000 Gross Principal Value of Convertible Notes – Non-Related Party - 1,959,150 Unamortized Loan Discounts - ( 141,638 ) Total Convertible Notes Payable, Net $ - $ 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 and $ 130,631 was recorded at December 31, 2023 and 2022, respectively. All convertible debt was converted into common stock at the date of business combination. NOTE 11 –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 - ( 259,617 ) Total Note 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 and $ 123,137 was recorded at December 31, 2023 and 2022, respectively. The related party note is due two years from the date of issuance and is due in October 2023 . F-17 Table of Contents NOTE 12 –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 Notes Payable – Round B 250,000 - Total Notes Payable – Related Party, Net $ 270,000 $ 42,000 As of December 31, 2023, remaining maturities of notes payable were as follows: 2024 20,000 2025 250,000 2026 - 2027 - 2028 and thereafter - 270,000 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 , 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 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. Notes Payable – Round B These notes bear a 10 % annual interest rate, compounded calendar quarterly. Accrued interest of $ 5,712 and $ 0 was recorded at December 31, 2023 and 2022, respectively. The notes issued under Round B are due two years from the date of issuance. Due dates are in October 2025. NOTE 13: STOCKHOLDERS’ 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 and 2022, 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 6,890,281 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-18 Table of Contents NOTE 13: STOCKHOLDERS’ 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 14: 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. The Company has 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 (“ARC”)and its subsidiaries and affiliates, including McCoy Elkhorn Coal LLC and Perry County Resources LLC. ARC is 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, $ 318,245 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-19 Table of Contents NOTE 14: 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, $ 220,000 and $ 120,000 , 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, 2023 and 2022, $ 261,243 and $ 239,825 is outstanding, respectively. NOTE 15: 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 $ 225,248 and $ 175,192 at December 31, 2023 and 2022, respectively, which was fully reserved. Deferred tax assets consist of net operating loss carryforwards in the amount of $ 187,073 and $ 412,321 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 16: WARRANTS Warrants — On March 17, 2021, we consummated an initial public offering that included the issuance of 4,777,364 publicly traded warrants (the “Public Warrants”) of which all are currently outstanding. 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-20 Table of Contents NOTE 16: 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-21 Table of Contents NOTE 17: 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: 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. F-22 Table of Contents NOTE 17: FAIR VALUE MEASUREMENTS (cont.) On October 18, 2021, the Company acquired 250,000 LBX Tokens which were initially recorded at their purchase price of $ 8 per token. During 2022, 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. The balance is $0 at both years ended December 31 2023, and 2022. The following table presents information about the Company’s liabilities 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 Liabilities: Warrant Liability – Public Warrants 3 157,584 - Warrant Liability – Private Warrants 3 117,036 - 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-23 Table of Contents NOTE 17: 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, 2023 $ 101,431 $ 110,182 $ 211,613 Change in Valuation Inputs or Other Assumptions 15,605 47,402 63,007 Fair Value as of December 31, 2023 117,036 157,584 274,620 NOTE 18: 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. F-24 Table of Contents NOTE 19: SUBSEQUENT EVENTS On January 29, 2024, 100,000 shares of common stock were issued to KBB Asset Management LLC pursuant to a note conversion. 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. $10,000 was invested at the time of agreement . On February 29, 2024, 133,334 shares of common stock were issued to KBB Asset Management LLC pursuant to a note conversion. On March 1, 2024, the Company invested an additional $ 10,000 in the existing promissory note between the Company and T.R. Mining & Equipment Ltd. 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 19, 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 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 April 4, 2024, the Company invested an additional $ 10,000 in the existing promissory note between the Company and T.R. Mining & Equipment Ltd. On April 13, 2024, the Company’s board of directors unanimously voted to approve a discretionary stock repurchase program. Under the program, the Company may purchase up to $2,000,000 of its Class A common stock over the next 24 months, as market conditions warrant. The shares may be repurchased in the open market or in privately negotiated transactions, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company's sole discretion. F-25 Table of Contents NOTE 19: SUBSEQUENT EVENTS (cont.) On April 19, 2024, the Company issued a non-convertible promissory note to Westside Advisors in the amount of $ 15,000 . The note is due two years from the date of issuance on April 19, 2026. On April 24, 2024, 150,000 shares of restricted common stock were issued to KBB Asset Management LLC pursuant to an existing promissory note purchase and immediate conversion to shares. On April 22, 2024, 9,591 shares of common stock were purchased thus far by the Company pursuant to the stock buyback program announced on April 17, 2024. On May 7, 2024, the Company invested an additional $ 10,000 in the existing promissory note between the Company and T.R. Mining & Equipment Ltd. On May 13, 2024, 310,000 shares of restricted common stock were issued to KBB Asset Management LLC pursuant to an existing promissory note purchase and immediate conversion to shares. On June 10, 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 June 12, 2024, the Company invested an additional $ 10,000 in the existing promissory note between the Company and T.R. Mining & Equipment Ltd. On August 30, 2024, the Company amended and restated its Certificate of Incorporation to designate 5,000,000 shares of the Preferred Stock as a newly-designed Series A Preferred Stock. Series A Preferred Stock will has a $ 1.00 par value, while the remainder of preferred stock will remain at $ 0.0001 . On September 9, 2024, the Company entered into a royalty and unit purchase agreement and assignment agreement with eko Solutions LLC (“eko”) that provided the Company with certain royalty rights originating from a Commercialization Agreement that was previously signed between Heliponix LLC (“ANU”) and eko on June 18, 2024, which granted to eko revenue sharing and royalty rights to seed pod sales produced by ANU. The Company also received assignment of Class B units in ANU resulting from a previously-executed Equity Award Agreement dated June 10, 2024, whereby ANU issued to eko 6,100 Class B Units. The Company paid $100,000 to ANU, which thereby relieved eko from having to pay this amount to ANU. As a result of this consideration paid, eko assigned and set over to RMC 20.0% of the Pod Royalty sales (resulting from the Commercialization Agreement), and 20.0% of the Class B Units (from the Equity Award Agreement, which equates to 1,220 units ). The intangible will be treated as an indefinite lived asset as the ongoing revenue sharing and royalty rights will remain in place as long as these contracts remain in place. On September 12, 2024, the Company into a Technology Development Services Agreement with ReElement Technologies Corporation (“ReElement”) whereby the Company will pay for certain research and development by ReElement to produce technologies related to the purification and separation of platinum group metals, gold, and silver from ore bodies and recycled products (the “PGM Technology”). The maximum total fees to be paid by RMC in connection with each of the deliverables and the services is an agreed-to-amount of up to $200,000. As of September 30, 2023, $ 25,000 has been invoiced and paid. Concurrently, on September 12, 2024, the Company also entered into a Royalty Agreement with ReElement whereby RMC shall receive a royalty from the gross sales resulting from the use or license of the PGM Technology that is developed from the Technology Development Services Agreement. This royalty is equal to 5% of the gross sales from the PGM Technology, occurring until RMC receives royalty payments amounting to the service fee, and then a 1.5% royalty occurring through the remainder of the royalty term. The intangible will be treated as an indefinite lived asset as the ongoing royalty rights will remain in place indefinitely. On October 16, 2024, a former board member of RMC agreed to convert his $ 30,000 of accrued board comp from the periods of 2022 and 2023 into 30,000 shares of the Series A Preferred Stock. F-26 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.