Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 13, 2023 | Mar. 31, 2023 | |
Document Information Line Items | |||
Entity Registrant Name | AMERICAN CLEAN RESOURCES GROUP, INC. | ||
Trading Symbol | ACRG | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 2,674,530 | ||
Entity Public Float | $ 3,093,836 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000773717 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity File Number | 000-14319 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 84-0991764 | ||
Entity Address, Address Line One | 12567 West Cedar Drive | ||
Entity Address, Address Line Two | Suite 104 | ||
Entity Address, City or Town | Lakewood | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80228-2039 | ||
City Area Code | (888) | ||
Local Phone Number | 960-7347 | ||
Title of 12(b) Security | COMMON STOCK, $0.001 PAR VALUE | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 76 | ||
Auditor Name | Turner, Stone & Company, L.L.P. | ||
Auditor Location | Dallas, Texas | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Security Exchange Name | NONE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,251 | $ 2,363 |
Total current assets | 1,251 | 2,363 |
Mining and mineral rights | 3,883,524 | 3,883,524 |
Total Assets | 3,884,775 | 3,885,887 |
Current liabilities: | ||
Senior secured convertible promissory note payable, related party | 2,229,187 | 2,229,187 |
Promissory notes payable, related party | 477,500 | 477,500 |
Convertible promissory notes payable, related party | 1,299,527 | 985,094 |
Accrual for settlement of lawsuits | 3,703,736 | 3,531,179 |
Accounts payable | 1,132,614 | 1,147,751 |
Accrued interest (including related party amounts of $2,286,109 and $1,925,233 at December 31, 2022 and 2021, respectively) | 3,508,735 | 2,929,060 |
Total current liabilities | 12,351,299 | 11,299,771 |
Commitments and Contingencies (Note 9) | ||
Preferred stock, 50,000,000 shares authorized, Series A, $.001 par value, 10,000,000 shares issued and outstanding at December 31, 2022 and 2021 | 10,000,000 | 10,000,000 |
Shareholders’ deficit: | ||
Common stock, $0.001 par value, 500,000,000 shares authorized: 2,674,530 issued and outstanding at December 31, 2022 and 2021 | 2,674 | 2,674 |
Additional paid-in capital | 88,061,298 | 88,061,298 |
Accumulated deficit | (106,530,496) | (105,477,856) |
Total shareholders’ deficit | (18,466,524) | (17,413,884) |
Total Liabilities and Shareholders’ deficit | $ 3,884,775 | $ 3,885,887 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued interest - Related party (in Dollars) | $ 2,286,109 | $ 1,925,233 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 2,674,530 | 2,674,530 |
Common stock, shares outstanding | 2,674,530 | 2,674,530 |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, issued | 10,000,000 | 10,000,000 |
Preferred stock, outstanding | 10,000,000 | 10,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Revenues | ||
Operating expenses: | ||
General and administrative | 323,940 | 681,939 |
Total operating expenses | 323,940 | 681,939 |
Loss from operations | (323,940) | (681,939) |
Other income (expense): | ||
Other income | 8,396 | 8,395 |
Gain on derecognition of accounts payable | 15,137 | 226,645 |
Interest expense | (752,233) | (680,555) |
Total other income, expense, net | (728,700) | (445,515) |
Loss before income tax provision | (1,052,640) | (1,127,454) |
Income tax provision | ||
Net loss | $ (1,052,640) | $ (1,127,454) |
Basic net loss per common share (in Dollars per share) | $ (0.39) | $ (0.42) |
Basic weighted average common shares outstanding (in Shares) | 2,674,530 | 2,674,530 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Deficit - USD ($) | Common stock outstanding | Additional paid-in capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 2,674 | $ 88,061,298 | $ (104,350,402) | $ (16,286,430) |
Balance (in Shares) at Dec. 31, 2020 | 2,674,530 | |||
Net loss for year ended | (1,127,454) | (1,127,454) | ||
Balance at Dec. 31, 2021 | $ 2,674 | 88,061,298 | (105,477,856) | (17,413,884) |
Balance (in Shares) at Dec. 31, 2021 | 2,674,530 | |||
Net loss for year ended | (1,052,640) | (1,052,640) | ||
Balance at Dec. 31, 2022 | $ 2,674 | $ 88,061,298 | $ (106,530,496) | $ (18,466,524) |
Balance (in Shares) at Dec. 31, 2022 | 2,674,530 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (1,052,640) | $ (1,127,454) |
Gain on derecognition of certain accounts payable | (15,137) | (226,645) |
Expenses paid directly by related party | 314,433 | 665,497 |
Prepaid expenses | 35,477 | |
Accounts payable | (26,235) | |
Accrual for settlement of lawsuits | 172,557 | 173,557 |
Accrued interest – related parties | 579,675 | 506,997 |
Net cash provided by (used in) operating activities | (1,112) | 1,164 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (1,112) | 1,164 |
CASH, beginning of year | 2,363 | 1,199 |
CASH, end of year | 1,251 | 2,363 |
Non-Cash Investing and Financing: | ||
Advances from related party used for payment of expenses | $ 314,433 | $ 665,498 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Nature of Business [Abstract] | |
NATURE OF BUSINESS | NOTE 1 – NATURE OF BUSINESS American Clean Resources Group, Inc. f/k/a Standard Metals Processing, Inc. (“we,” “us,” “our,” “ACRG” or the “Company”) is an exploration stage company, incorporated in Nevada having offices in Lakewood, Colorado and through its subsidiary, a property in Tonopah, Nevada. The business plan is to purchase equipment and build a facility on the Tonopah property to serve as a permitted custom processing toll milling facility (which includes an analytical lab, pyrometallurgical plant, and hydrometallurgical recovery plant). The Company plans to perform permitted custom processing toll milling which is a process whereby mined material is crushed and ground into fine particles to ease the extraction of any precious minerals contained therein, such as minerals in the gold, silver, and platinum metal groups. Custom milling and refining can include many different processes that are designed specifically for each ore load and to maximize the extraction of precious metals from carbon or concentrates. These toll-processing services also distil, dry, mix, or mill chemicals and bulk materials on a contractual basis and provide a chemical production outsourcing option for industrial companies, which lack the expertise, capacity, or regulatory permits for in-house production. We are required to obtain several permits before we can begin construction of a small-scale mineral processing facility to conduct permitted processing toll milling activities and construction of the required additional buildings and well relocation necessary for us to commence operations. Going Concern The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), assuming we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended December 31, 2022, the Company incurred net losses from operations of $1,052,640. At December 31, 2022, the Company had an accumulated deficit of $106,530,496 and a working capital deficit of $12,350,048. In addition, virtually all of the Company’s assets are encumbered or pledged under a senior secured convertible promissory note payable to a related party that is in default. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise the required additional capital or debt financing to meet short and long-term operating requirements. During the year ended December 31, 2022, the Company had $314,433 of expenses that were paid directly by GPR, a related party and the Company's convertible note line of credit with GPR was increased by this same amount. (See Note 6). Management believes that private placements of equity capital and/or additional debt financing will be needed to fund our long-term operating requirements. The Company may also encounter business endeavors that require significant cash commitments or unanticipated problems or expenses that could result in a requirement for additional cash. If the Company raises additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict our operations. We are continuing to pursue external financing alternatives to improve our working capital position. If the Company is unable to obtain the necessary capital, the Company may have to cease operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of ACRG, and its wholly owned subsidiary 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. All significant intercompany transactions, accounts and balances have been eliminated in consolidation. Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared using the accrual method of accounting in accordance with U.S. GAAP and considering the requirements of the United States Securities and Exchange Commission. Cash We maintain our cash in high-quality financial institutions. The balances, at times, may exceed federally insured limits, however the Company has not experienced any losses with respect to uninsured balances. Long-Lived Assets The Company will periodically evaluate the carrying value of long-lived assets to be held and used, including but not limited to, mineral properties, mine tailings, mine dumps, capital assets and intangible assets, when events and circumstances warrant such a review annually at a minimum. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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. Revenue Recognition and Deferred Revenue As of December 31, 2022, we have recorded no revenues from custom permitted processing toll milling. If we achieve revenue generation, the Company plans to report such revenues consistent with ASC Topic 606 Revenues from Contracts with Customers Financial Instruments The carrying amounts for all financial instruments approximates fair value. The carrying amounts for cash, accounts payable and accrued liabilities approximated fair value because of the short maturity of these instruments. The fair value of short-term debt approximated the carrying amounts based upon the expected borrowing rate for debt with similar remaining maturities and comparable risk. Loss per Common Share Basic earnings (loss) per common share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the periods presented. Diluted earnings per common share is determined using the weighted average number of common shares outstanding during the periods presented, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of options, warrants and conversion of convertible debt. In periods where losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. At December 31, 2022 and 2021, the number of equivalent shares of convertible notes payable of 846,499 and 590,387 respectively, were excluded from the diluted weighted average common share calculation due to the antidilutive effect such shares would have on net loss per common share. Income Taxes Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company believes its income tax filing positions and deductions will be sustained upon examination and accordingly, no reserves, or related accruals for interest and penalties have been recorded at December 31, 2022 and 2021. The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense. Recent Accounting Standards During the year ended December 31, 2022, and through April 14, 2023, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. Management’s Evaluation of Subsequent Events The Company evaluates events that have occurred after the consolidated balance sheet date of December 31, 2022, through the date which the consolidated financial statements were issued. Based upon the review, other than described in Note 11 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Mining and Mineral Rights
Mining and Mineral Rights | 12 Months Ended |
Dec. 31, 2022 | |
Mining and Mineral Rights [Abstract] | |
MINING AND MINERAL RIGHTS | NOTE 3 – MINING AND MINERAL RIGHTS The Company is preparing the Tonopah property site for the construction of a permitted custom processing toll milling facility including grading the land, installing fencing, and working with contractors for our planned 21,875 square foot building and servicing and drilling various wells for our future operations. The Company has continued to assess the realizability of its mining and mineral rights. Based on an assessment the Company conducted during 2021, the Company decided the combined carrying value of its land, mineral rights, and water rights of $3,883,524 was fairly stated and not exposed to impairment. |
Senior Secured Convertible Prom
Senior Secured Convertible Promissory Note Payable - Related Party | 12 Months Ended |
Dec. 31, 2022 | |
Senior Secured Promissory Note - Related Party [Abstract] | |
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PAYABLE - RELATED PARTY | NOTE 4 – Senior Secured CONVERTIBLE Promissory Note PAYABLE, related party On October 10, 2013, a Senior Secured Convertible Promissory Note (the “Secured Note”) for up to $2,500,000 was issued to Pure Path Capital Management Company, LLC (“Pure Path”) pursuant to a Settlement and Release Agreement. The note had an original principal balance of $1,933,345, with a maturity date of April 10, 2015, and bears interest at 8% per annum. The settlement agreement included the issuance to Pure Path of 27,000,000 of the Company’s common shares, resulting in Pure Path becoming a related party. Upon an event of default additional interest will accrue at the rate equal to the lesser of (i) 15% per annum in addition to the Interest Rate or (ii) the highest rate permitted by applicable law, per annum (the “Default Rate”). The Company has obtained a waiver on the default rate interest, allowing the 8% interest rate to remain in effect during the default on the Secured Note. The Secured Note is securitized by any and all of Borrower’s tangible or intangible assets, already acquired or hereinafter acquired, including but not limited to: machinery, inventory, accounts receivable, cash, computers, hardware, land and mineral rights, etc. The outstanding principal balance on the Secured Note was $2,229,187 as of both December 31, 2022 and 2021, with related accrued interest of $1,689,685 and $1,509,542, respectively which is included in accrued interest, related party in the accompanying consolidated balance sheets. In March 2019, Pure Path’s interest was acquired by GPR. The Secured Note is in default. The Company entered into an Amendment and Forbearance Agreement with GPR on January 5, 2023 wherein GPR agreed to: (a) increase the existing LOC from $5,000,000 due March 16, 2025 to $35,000,000 due March 16, 2027, (b) roll two existing promissory notes purchased by GPR into the LOC resulting in the extinguishment of such notes as separate instruments, and (c) to forebear until January 12, 2024, on exercising its foreclosure rights under its defaulted Senior Secured Note. The Company’s Board of Directors approved a revision in the conversion price at which the LOC may convert into the Company’s common stock from $1.65 per share to $1.05 per share, based upon the market price of the Company’s common stock over the 3 days preceding the agreement. GPR is the Company’s majority shareholder and largest debtholder. GPR holds a senior secured interest in all of the assets of the Company, including the stock of its subsidiary entities. |
Promissory Notes Payable _ Rela
Promissory Notes Payable – Related Party | 12 Months Ended |
Dec. 31, 2022 | |
Promissory Notes Payable Related Party Abstract | |
PROMISSORY NOTES PAYABLE – RELATED PARTY | NOTE 5 – PROMISSORY NOTES PAYABLE – RELATED PARTY On February 11, 2015, the Company issued an unsecured promissory note (the “TG Note”) to Tina Gregerson Family Properties, LLC, an entity controlled by a former director of the Company. The TG Note for up to $750,000, was provided in tranches. Maturity of each tranche is one year from the date of receipt. Under the terms of the TG Note, the Company received $200,000 on February 11, 2015, $48,000 on February 13, 2015, $50,000 on April 13, 2015, $150,000 on July 31, 2015, $2,500 on October 20, 2015, $12,000 on October 29, 2015 and $15,000 on November 4, 2015. Interest accrues at 8% per annum on each tranche. Accrued interest was $296,837 and $258,637 as of December 31, 2022 and 2021, respectively. The TG Note is in default and was purchased from Ms. Gregerson by GPR, the Company’s majority shareholder in September 2021. |
Convertible Promissory Notes Pa
Convertible Promissory Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE PROMISSORY NOTES PAYABLE | NOTE 6 – CONVERTIBLE PROMISSORY NOTES PAYABLE On March 16, 2020 the Company executed a Line of Credit (“LOC”) with GPR, related party, evidenced by a promissory note. The LOC is for up to $2,500,000, matures over three years and may be increased by up to another $1,000,000 and extended an additional two years, respectively, at GPR’s sole option. The LOC is for funding operating expenses critical to the Company’s redirection and all requests for funds may be approved or disapproved in GPR’s sole discretion. The LOC bears interest at 10% per annum, is convertible into shares of the Company’s common stock at a per share price of $0.04 based on the last closing sale price on the date of execution and will be secured by the real and personal property GPR already has under lien. During the year ended December 31, 2022, GPR, advanced $314,433 pursuant to the LOC in direct payments on the Company’s behalf, to pay certain operating expenses of the Company. At December 31, 2022, the balance due GPR under the LOC is $1,199,527 principal and $184,928 accrued interest. During the year ended December 31, 2021, GPR advanced $665,497 pursuant to a secured line of credit in direct payments on the Company’s behalf to reduce certain accounts payable and operating expenses. The balance due GPR under this line of credit is comprised of principal of $885,095 and accrued interest of $77,172, at December 31, 2021. After the foregoing activity, there was $1,299,527 of principal and $270,810 of accrued interest outstanding on convertible promissory notes payable at December 31, 2022. Included in the foregoing year-end balances was a pre-existing convertible note in default held by a non-affiliate third party with a principal balance of $100,000 and accrued interest $85,882 which GPR purchased in September 2021. |
Series A Preferred Stock
Series A Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders’ Deficit [Abstract] | |
SERIES A PREFERRED STOCK | NOTE 7 – SERIES A PREFERRED STOCK The Series A Preferred Stock is presented as mezzanine equity due to its rights and preferences. Attributes of Series A Preferred Stock include but are not limited to the following: Distribution in Liquidation The Series A Preferred Stock has a liquidation preference of $10,000,000, payable only upon certain liquidity events or upon achievement of a market value of our equity equaling $200,000,000 or more. Upon any liquidation, dissolution or winding up of the Company, and after paying or adequately providing for the payment of all its obligations, the remainder of the assets of the Company shall be distributed, either in cash or in kind, first pro rata to the holders of the Series A Preferred Stock in an amount equal to the Liquidation Value (as described below); then, to any other series of Preferred Stock, until an amount to be determined by a resolution of the Board of Directors prior to issuances of such Preferred Stock, has been distributed per share, and, then, the remainder pro rata to the holders of the Common Stock. Upon the occurrence of any Liquidation Event (as defined below), each holder of Series A Preferred Stock will receive a payment equal to the Original Issue Price for each share of Series A Preferred Stock held by such holder (the “Liquidation Value”). A “Liquidation Event” will have occurred when: ● The Company has an average market capitalization (calculated by adding the value of all outstanding shares of Common Stock valued at the Company’s closing sale price on the OTC Market or other applicable bulletin board or exchange, plus the value of the outstanding Series A Preferred Stock at the Original Issue Price per share) of $200,000,000 or more over any 90 day period. The holders of the Series A Preferred Stock would have the right, for 30 days after the end of such qualifying 90 day measurement period, to require the Company to purchase the Series A Preferred Stock for an amount equal to the Liquidation Value. ● Any Liquidity Event in which the Company receives proceeds of $50,000,000 or more. For purposes hereof, a “Liquidity Event” means any (a) liquidation, dissolution or winding up of the Company; (b) acquisition of the Company by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, share exchange, share purchase or consolidation) provided that the applicable transaction shall not be deemed a liquidation unless the Company’s stockholders constituted immediately prior to such transaction hold less than 50% of the voting power of the surviving or acquiring entity; or (c) the sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries. Written notice of any Liquidation Event (the “Liquidation Notice”) shall be given by mail, postage prepaid, or by facsimile to non-U.S. residents, not less than five days prior to the anticipated payment date state therein, to the holders of record of Series A Preferred Stock, such notice to be addressed to each such holder at its address as shown by the records of the Company. The Liquidation Notice shall state (i) the anticipated payment date, and (ii) the total Liquidation Value available for distribution to Series A Preferred Stock shareholders upon the occurrence of the Liquidation Event. Redemption The Series A Preferred Stock may be redeemed in whole or in part as determined by a resolution of the Board of Directors at any time, at a price equal to the Liquidation Value. Voting Rights Shares of Series A Preferred Stock shall have no rights to vote on any matter submitted to a vote of shareholders, except as required by law, in which case each share of Series A Preferred Stock shall be entitled to one vote. Conversion Rights Holders of Series A Preferred Stock will have no right to convert such shares into any other equity securities of the Company. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Common Stock | NOTE 8 - Common Stock Common Stock issued on exercise of stock option None. Sale of Common Stock None. Option Grants At December 31, 2022 and 2021, there were no option grants issued, cancelled, or outstanding. Common Stock Purchase Warrants For warrants granted to non-employees in exchange for services, the Company recorded the fair value of the equity instrument using the Black-Scholes pricing model unless the value of the services is more reliably measurable. At December 31, 2022 and 2021, there were no stock purchase warrants issued, cancelled, or outstanding. The aggregate intrinsic value of the outstanding and exercisable warrants at December 31, 2022 and 2021, respectively, was $0, as there are no outstanding and exercisable warrants. Reverse Stock Split of Common Stock Effective May 18, 2021, the Company effected a reverse stock split of the outstanding Common Stock on the basis of one share for every fifty shares issued and outstanding at that date. The reverse stock split has been retroactively reflected in all outstanding common share amounts in the accompanying consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Merger with SMS On January 10, 2022 the Company executed a definitive agreement to acquire a controlling interest in Sustainable Metal Solutions LLC (“SMS”). The purchase price for the controlling interest in SMS will be determined based upon the price of ACRG common stock on the date of closing, such date to be decided by the Parties in good faith after all conditions precedent are met. SMS is an American multi-company environmental development platform focused on producing carbon neutral precious metals and minerals thereby driving American mineral independence while revitalizing the environment and minimizing the impacts of climate change. The business of SMS is consistent with the Company’s posture to acquire, license or joint venture with other parties involved in toll milling, processing, or mining related activities, which may include GPR and its affiliated entities, including, but not limited to, NovaMetallix. Inc., and BlackBear Natural Resources, LTD. Legal Matters Stephen E. Flechner v. Standard Metals Processing, Inc. On August 12, 2015 the United Stated District Court for the District of Colorado issued a judgment in favor of Stephen E. Flechner for $2,157,000. An amended final judgment was ordered in adjudication of the Complaint by the U.S. District Court for the District of Colorado (the “Court”) on August 28, 2015 in favor of Flechner in the amount of $2,157,000, plus interest through the date of judgment of $235,246, plus interest of $472.76/day from August 28, 2015 until paid in full. The Company has recognized the daily interest due from the date of the August 28, 2015 judgment through December 31, 2022, totaling $1,311,490, resulting in a total amount of $3,703,736 being included in the accrual for settlement of lawsuits relating to this matter in the accompanying December 31, 2022 consolidated balance sheet. On November 29, 2021, the Company was notified that its majority shareholder, GPR, had executed definitive documents with Stephen Flechner to acquire his judgment against the Company. Documents have been filed with the Court to reflect this acquisition. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 10 - INCOME TAXES The components of income tax expense for the years ended December 31, 2022, and 2021 consist of the following: 2022 2021 Current tax provision $ — $ — Deferred tax benefit (221,000 ) (237,000 ) Valuation allowance 221,000 237,000 Total income tax provision $ — $ — Reconciliations between the statutory rate and the effective tax rate for the years ended December 31, 2022, and 2021 consist as follows: 2022 2021 Federal statutory tax rate (21.0 )% (21.0 )% State taxes, net of federal benefit 0 % 0 % Permanent differences — — % Valuation allowance 21.0 % 21.0 % Effective tax rate — — Significant components of the Company’s deferred tax assets as of December 31, 2022, and 2021 are summarized below. The calculations presented below reflect the new U.S. federal statutory corporate tax rate of 21% effective January 1, 2018. See Note 2 – Income Taxes 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 7,809,000 $ 7,588,000 Impairment of assets 6,941,000 6,941,000 Stock based compensation 2,228,000 2,228,000 Loss on settlement of debt 32,000 32,000 Change in prior estimates (798,000 ) - Total deferred tax asset 16,212,000 16,789,000 Valuation allowance (16,212,000 ) (16,789,000 ) $ — $ — Management decisions are made annually and could cause the estimates above to vary significantly. As of December 31, 2022, the Company revised the estimate of its deferred tax asset, and corresponding valuation allowance, for prior years in the amount of approximately $798,000. As of December 31, 2022, the Company had approximately $106,000,000 of federal net operating loss carry forwards. These carry forwards, if not used, will begin to expire in 2028. Future utilization of their net operating loss carry forwards is subject to certain limitations under Section 382 of the Internal Revenue Code. The Company believes that the issuance of their common stock in exchange for the Shea Mining and Milling properties in March of 2011 resulted in an “ownership change” under the rules and regulations of Section 382. Accordingly, the Company’s ability to utilize their net operating losses of $69,000,000 generated prior to this date is limited to approximately $1,000,000 annually. As of December 31, 2022, we do not believe any of our net operating loss carry forward consists of deductions generated by the exercise of warrants or options to purchase our stock. In the future, the stock options referenced in the above table of deferred tax items may be exercised and we may receive a tax deduction. To the extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes, no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital. We provide for a valuation allowance when it is more likely than not that we will not realize a portion of the deferred tax assets. We have established a valuation allowance against our net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, we have not reflected any benefit of such deferred tax assets in the accompanying financial statements. We reviewed all income tax positions taken or that we expect to be taken for all open years and determined that our income tax positions are appropriately stated and supported for all open years. The Company is subject to U.S. federal income tax examinations by tax authorities for years after 2011 due to unexpired net operating loss carryforwards originating in and subsequent to that year. The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS The Company entered into an Amendment and Forbearance Agreement with GPR on January 5, 2023 wherein GPR agreed to: (a) increase the existing LOC from $5,000,000 due March 16, 2025 to $35,000,000 due March 16, 2027, (b) roll two existing promissory notes purchased by GPR into the LOC resulting in the extinguishment of such notes as separate instruments, and (c) to forebear until January 12, 2024, on exercising its foreclosure rights under its defaulted Senior Secured Note. The Company’s Board of Directors approved a revision in the conversion price at which the LOC may convert into the Company’s common stock from $1.65 per share to $1.05 per share, based upon the market price of the Company’s common stock over the 3 days preceding the agreement. GPR is the Company’s majority shareholder and largest debtholder. GPR holds a senior secured interest in all of the assets of the Company, including the stock of its subsidiary entities. Consistent with the Company’s Definitive Plan of Merger dated January 10, 2022, the merger target, Sustainable Metal Solutions, LLC and Subsidiaries (“SMS”) agreed to the Company’s independent accountants conducting an audit of its financial statements for 2022 and 2021 and to assist in the financial disclosure requirements required by the SEC. As previously disclosed, this is a complex audit and is still in process. In addition, the SK 1300, a comprehensive independent engineering report on SMS’s mineral reserves at December 2021 and 2022, required by the SEC, are being completed; another necessary step in preparing the merger disclosure documents to solicit ACRG’s shareholder approval of the planned business combination. SMS is a group pf companies that has developed a significant primary source of metals for conventional mining and secondary sources of metals from previously discarded mining tailings for re-reprocessing and recovery. Access to the large amount of mine tailings on ACRG’s Nevada property adds favorably to SMS’s plans. Its goal is to enhance the US’s supply chain of various metals produced locally using environmentally friendly methods. In addition, SMS’s sustainable resource program has developing interests in alternative sources of energy, including ACRG’s Nevada property which is zoned for solar development, and the conservation of our water resources. Besides SMS’s efforts to prepare for broad public disclosure of its currently privately held business, ACRG must uplist to NASDAQ as a condition of closing the merger. GPR, an SMS affiliate, has provided all of ACRG’s funding over the last four years, and is committed to continue to do so to assist ACRG in developing a successful future. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of ACRG, and its wholly owned subsidiary 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. All significant intercompany transactions, accounts and balances have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared using the accrual method of accounting in accordance with U.S. GAAP and considering the requirements of the United States Securities and Exchange Commission. |
Cash | Cash We maintain our cash in high-quality financial institutions. The balances, at times, may exceed federally insured limits, however the Company has not experienced any losses with respect to uninsured balances. |
Long-Lived Assets | Long-Lived Assets The Company will periodically evaluate the carrying value of long-lived assets to be held and used, including but not limited to, mineral properties, mine tailings, mine dumps, capital assets and intangible assets, when events and circumstances warrant such a review annually at a minimum. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue As of December 31, 2022, we have recorded no revenues from custom permitted processing toll milling. If we achieve revenue generation, the Company plans to report such revenues consistent with ASC Topic 606 Revenues from Contracts with Customers |
Financial Instruments | Financial Instruments The carrying amounts for all financial instruments approximates fair value. The carrying amounts for cash, accounts payable and accrued liabilities approximated fair value because of the short maturity of these instruments. The fair value of short-term debt approximated the carrying amounts based upon the expected borrowing rate for debt with similar remaining maturities and comparable risk. |
Loss per Common Share | Loss per Common Share Basic earnings (loss) per common share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the periods presented. Diluted earnings per common share is determined using the weighted average number of common shares outstanding during the periods presented, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of options, warrants and conversion of convertible debt. In periods where losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. At December 31, 2022 and 2021, the number of equivalent shares of convertible notes payable of 846,499 and 590,387 respectively, were excluded from the diluted weighted average common share calculation due to the antidilutive effect such shares would have on net loss per common share. |
Income Taxes | Income Taxes Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company believes its income tax filing positions and deductions will be sustained upon examination and accordingly, no reserves, or related accruals for interest and penalties have been recorded at December 31, 2022 and 2021. The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense. |
Recent Accounting Standards | Recent Accounting Standards During the year ended December 31, 2022, and through April 14, 2023, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
Management’s Evaluation of Subsequent Events | Management’s Evaluation of Subsequent Events The Company evaluates events that have occurred after the consolidated balance sheet date of December 31, 2022, through the date which the consolidated financial statements were issued. Based upon the review, other than described in Note 11 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of income tax expense | 2022 2021 Current tax provision $ — $ — Deferred tax benefit (221,000 ) (237,000 ) Valuation allowance 221,000 237,000 Total income tax provision $ — $ — |
Schedule of reconciliations between the statutory rate and the effective tax rate | 2022 2021 Federal statutory tax rate (21.0 )% (21.0 )% State taxes, net of federal benefit 0 % 0 % Permanent differences — — % Valuation allowance 21.0 % 21.0 % Effective tax rate — — |
Schedule of deferred tax assets | 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 7,809,000 $ 7,588,000 Impairment of assets 6,941,000 6,941,000 Stock based compensation 2,228,000 2,228,000 Loss on settlement of debt 32,000 32,000 Change in prior estimates (798,000 ) - Total deferred tax asset 16,212,000 16,789,000 Valuation allowance (16,212,000 ) (16,789,000 ) $ — $ — |
Nature of Business (Details)
Nature of Business (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Nature of Business (Details) [Line Items] | ||
Incurred losses | $ 1,052,640 | |
Accumulated deficit | (106,530,496) | $ (105,477,856) |
Working capital deficit | 12,350,048 | |
Net cash proceeds | $ 314,433 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Convertible notes payable | $ 846,499 | $ 590,387 |
Tax benefit percentage | 50% |
Mining and Mineral Rights (Deta
Mining and Mineral Rights (Details) | Dec. 31, 2022 USD ($) m² | Dec. 31, 2021 USD ($) |
Mining and Mineral Rights (Details) [Line Items] | ||
Area of building | m² | 21,875 | |
Mineral and water rights | $ | $ 3,883,524 | $ 3,883,524 |
Senior Secured Convertible Pr_2
Senior Secured Convertible Promissory Note Payable - Related Party (Details) - USD ($) | Jan. 05, 2023 | Oct. 10, 2013 | Dec. 31, 2022 | Dec. 31, 2021 |
Senior Secured Convertible Promissory Note Payable - Related Party (Details) [Line Items] | ||||
Original principal balance | $ 1,933,345 | |||
Maturity date | Apr. 10, 2015 | |||
Bears interest rate | 8% | |||
Agreement common shares (in Shares) | 27,000,000 | |||
Additional interest rate | 15% | |||
Secured note | $ 2,229,187 | $ 2,229,187 | ||
Accrued interest amount | $ 1,689,685 | $ 1,509,542 | ||
Minimum [Member] | ||||
Senior Secured Convertible Promissory Note Payable - Related Party (Details) [Line Items] | ||||
Agreement amount | $ 5,000,000 | |||
Related party due date | Mar. 16, 2025 | |||
Common stock per share (in Dollars per share) | $ 1.05 | |||
Maximum [Member] | ||||
Senior Secured Convertible Promissory Note Payable - Related Party (Details) [Line Items] | ||||
Agreement amount | $ 35,000,000 | |||
Related party due date | Mar. 16, 2027 | |||
Common stock per share (in Dollars per share) | $ 1.65 | |||
Pure Path Capital Management LLC [Member] | ||||
Senior Secured Convertible Promissory Note Payable - Related Party (Details) [Line Items] | ||||
Bears interest rate | 8% | |||
Pure Path Capital Management LLC [Member] | ||||
Senior Secured Convertible Promissory Note Payable - Related Party (Details) [Line Items] | ||||
Secured note | $ 2,500,000 |
Promissory Notes Payable _ Re_2
Promissory Notes Payable – Related Party (Details) - USD ($) | 12 Months Ended | ||||||||
Nov. 04, 2015 | Oct. 29, 2015 | Oct. 20, 2015 | Jul. 31, 2015 | Apr. 13, 2015 | Feb. 13, 2015 | Feb. 11, 2015 | Dec. 31, 2022 | Dec. 31, 2021 | |
Promissory Notes Payable Related Party Abstract | |||||||||
Tranches amount | $ 750,000 | ||||||||
Maturity of tranche period | 1 year | ||||||||
TG amount received | $ 15,000 | $ 12,000 | $ 2,500 | $ 150,000 | $ 50,000 | $ 48,000 | $ 200,000 | ||
Interest accrues per annum | 8% | ||||||||
Accrued interest | $ 296,837 | $ 258,637 |
Convertible Promissory Notes _2
Convertible Promissory Notes Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Convertible Promissory Notes Payable (Details) [Line Items] | |||
Direct payments | $ 314,433 | ||
Principal amount | 1,199,527 | $ 885,095 | |
Accrued interest | 184,928 | 77,172 | |
Pursuant to a secured line of credit | $ 665,497 | ||
Principal advances | 1,299,527 | ||
Accrued interest outstanding | $ 270,810 | ||
Granite Peak Resources [Member] | |||
Convertible Promissory Notes Payable (Details) [Line Items] | |||
Related party transactions, description | On March 16, 2020 the Company executed a Line of Credit (“LOC”) with GPR, related party, evidenced by a promissory note. The LOC is for up to $2,500,000, matures over three years and may be increased by up to another $1,000,000 and extended an additional two years, respectively, at GPR’s sole option. The LOC is for funding operating expenses critical to the Company’s redirection and all requests for funds may be approved or disapproved in GPR’s sole discretion. The LOC bears interest at 10% per annum, is convertible into shares of the Company’s common stock at a per share price of $0.04 based on the last closing sale price on the date of execution and will be secured by the real and personal property GPR already has under lien. | ||
Accrued interest | $ 85,882 | ||
Preexisting Convertible Note | $ 100,000 |
Series A Preferred Stock (Detai
Series A Preferred Stock (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Series A Preferred Stock (Details) [Line Items] | |
Distribution in liquidation, description | The Company has an average market capitalization (calculated by adding the value of all outstanding shares of Common Stock valued at the Company’s closing sale price on the OTC Market or other applicable bulletin board or exchange, plus the value of the outstanding Series A Preferred Stock at the Original Issue Price per share) of $200,000,000 or more over any 90 day period. The holders of the Series A Preferred Stock would have the right, for 30 days after the end of such qualifying 90 day measurement period, to require the Company to purchase the Series A Preferred Stock for an amount equal to the Liquidation Value. ● Any Liquidity Event in which the Company receives proceeds of $50,000,000 or more. For purposes hereof, a “Liquidity Event” means any (a) liquidation, dissolution or winding up of the Company; (b) acquisition of the Company by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, share exchange, share purchase or consolidation) provided that the applicable transaction shall not be deemed a liquidation unless the Company’s stockholders constituted immediately prior to such transaction hold less than 50% of the voting power of the surviving or acquiring entity; or (c) the sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries. |
Series A Preferred Stock [Member] | |
Series A Preferred Stock (Details) [Line Items] | |
Liquidation preference | $ 10,000,000 |
Market value of equity | $ 200,000,000 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |||
Exercised of warrants | $ 0 | $ 0 | |
Reverse stock split of common stock | the Company effected a reverse stock split of the outstanding Common Stock on the basis of one share for every fifty shares issued and outstanding at that date. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Aug. 28, 2015 | Aug. 12, 2015 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |||
Amount paid | $ 2,157,000 | $ 2,157,000 | |
Interest through the date of judgment | $ 235,246 | ||
Interest per day | $472.76 | ||
Interest due amount | $ 1,311,490 | ||
Accrual for settlement | $ 3,703,736 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
U.S. federal statutory corporate tax rate | 21% |
Valuation allowance | $ 798,000 |
Federal net operating loss carry forwards | 106,000,000 |
Net operating losses | 69,000,000 |
Prior net operating losses | $ 1,000,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax expense - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Income Tax Expense [Abstract] | ||
Current tax provision | ||
Deferred tax benefit | (221,000) | (237,000) |
Valuation allowance | 221,000 | 237,000 |
Total income tax provision |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of reconciliations between the statutory rate and the effective tax rate - Income Taxes [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) - Schedule of reconciliations between the statutory rate and the effective tax rate [Line Items] | ||
Federal statutory tax rate | (21.00%) | (21.00%) |
State taxes, net of federal benefit | 0% | 0% |
Permanent differences | ||
Valuation allowance | 21% | 21% |
Effective tax rate |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 7,809,000 | $ 7,588,000 |
Impairment of assets | 6,941,000 | 6,941,000 |
Stock based compensation | 2,228,000 | 2,228,000 |
Loss on settlement of debt | 32,000 | 32,000 |
Change in prior estimates | (798,000) | |
Total deferred tax asset | 16,212,000 | 16,789,000 |
Valuation allowance | (16,212,000) | (16,789,000) |
Total |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | |||
Jan. 05, 2023 | Mar. 16, 2027 | Mar. 16, 2025 | Dec. 31, 2022 | |
Maximum [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Agreement amount | $ 35,000,000 | |||
Common stock per share | $ 1.65 | |||
Minimum [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Agreement amount | $ 5,000,000 | |||
Common stock per share | $ 1.05 | |||
Forecast [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Agreement amount | $ 35,000,000 | $ 5,000,000 |