Principles of Consolidation 

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Aurielle Enterprises, Inc. (f/k/a Tonopah Milling and Metals Group, Inc.) and its wholly owned subsidiaries Tonopah Custom Processing, Inc. and Tonopah Resources, Inc.; ACRG Energy Holdings, Inc.; and ACE, which is consolidated as a wholly-controlled subsidiary under ASC 810, Consolidation. As of June 30, 2026, ACRG Energy Holdings held a 100% vested controlling membership interest in ACE and Phoenix held a 0% vested interest; because Phoenix’s interest was 0% vested at June 30, 2026, no noncontrolling interest has been recognized. Management determined that ACE is not a variable interest entity and that consolidation is required under the voting interest model of ASC 810, because the Company, through its wholly owned subsidiary ACRG Energy Holdings, holds a 100% vested controlling financial interest in ACE and the power to direct the activities that most significantly affect ACE’s economic performance. All significant intercompany transactions, accounts and balances have been eliminated in consolidation.

During the fourth quarter of 2025, the Company rescinded its prior acquisition of SWIS LLC and deconsolidated the entity effective November 21, 2025. As a result, SWIS LLC is not included in the consolidated financial statements as of and for the three and six months ended June 30, 2026. The comparative periods ended June 30, 2025 did not include material assets, liabilities, or results of operations attributable to SWIS LLC.

Changes in Accounting Policies

We have consistently applied the accounting policies for the periods presented as described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In accordance with ASC 205-40, Presentation of Financial Statements—Going Concern, management has evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.

The principal conditions and events giving rise to this evaluation are: (i) recurring losses from operations and negative operating cash flows, including a net loss of $845,412 and cash used in operating activities of $449,846 for the six months ended June 30, 2026; (ii) an accumulated deficit of $116,319,711 and a working capital deficit of approximately $5.2 million as of June 30, 2026; and (iii) the Company’s continued dependence on discretionary funding from its majority stockholder, Granite Peak Resources, LLC (“GPR”), under a revolving line of credit, with no committed sources of additional capital. Management has evaluated the significance of these conditions in relation to the Company’s ability to meet its obligations as they become due and has concluded that, absent additional financing, the Company would be unable to meet its obligations within the one-year look-forward period.

Management’s plans to address these conditions include seeking additional debt or equity financing, continuing to rely on advances from GPR, and pursuing the strategic transactions described in Note 9 and Note 11. Because these plans have not yet been finalized, are not entirely within the Company’s control, and depend on the continued willingness and ability of GPR and third parties to provide funding, management has concluded that it is not probable that the plans will be effectively implemented and will mitigate the conditions described above. Accordingly, substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued has not been alleviated. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities, that might be necessary should the Company be unable to continue as a going concern.

Recently issued accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement and disclosures about selling expenses. ASU 2024-03 will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating ASU 2024-03 and does not expect it to have a material effect on the Company’s consolidated financial statements. 

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the provisions of the amendments and the impact on its future financial statements.