American Clean Resources (ACRG) 10-K 16 Jul 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Jul. 12, 2024	Mar. 31, 2024
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	None
Entity Information [Line Items]
Entity Registrant Name	AMERICAN CLEAN RESOURCES GROUP, INC.
Entity Central Index Key	0000773717
Entity File Number	000-14319
Entity Tax Identification Number	84-0991764
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	Yes
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Public Float			$ 3,093,836
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	12567 West Cedar Drive
Entity Address, Address Line Two	Suite 203
Entity Address, City or Town	Lakewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80228-2039
Entity Phone Fax Numbers [Line Items]
City Area Code	(888)
Local Phone Number	960-7347
Entity Listings [Line Items]
No Trading Symbol Flag	true
Title of 12(g) Security	COMMON STOCK, $0.001 PAR VALUE
Entity Common Stock, Shares Outstanding		14,418,760

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2023
Auditor [Table]
Auditor Name	Turner, Stone & Company, L.L.P.
Auditor Firm ID	76
Auditor Location	N/A

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 36,254	$ 1,251
Prepaid expenses and other current assets	140
Total current assets	36,394	1,251
Mining and mineral rights	3,883,524	3,883,524
Developed technology and exclusive licenses net amortization	4,888,762
Total Assets	8,808,680	3,884,775
Current liabilities:
Accrual for settlement of lawsuits		3,703,736
Accounts payable	1,332,612	1,132,614
Accrued interest (including related party amounts of $17,384 and $2,286,109 at December 31, 2023 and 2022, respectively)	1,528,818	3,508,735
Total current liabilities	3,132,661	12,351,299
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, 2023 and 2022	10,000,000	10,000,000
Shareholders’ deficit:
Common stock, $0.001 par value, 500,000,000 shares authorized: 14,418,760 and 2,674,530 issued and outstanding at December 31, 2023 and 2022, respectively	14,419	2,674
Additional paid-in capital	103,680,994	88,061,298
Accumulated deficit	(107,939,395)	(106,530,496)
Total shareholders’ deficit	(4,243,982)	(18,466,524)
Total Liabilities, mezzanine and Shareholders’ deficit	8,808,680	3,884,775
Related party
Current liabilities:
Senior secured convertible promissory note payable, related party		2,229,187
Promissory notes payable, related party		477,500
Convertible promissory notes payable, related party	191,231	1,299,527
Accounts payable – related party	$ 80,000

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accrued interest, related party (in Dollars)	$ 17,384	$ 2,286,109
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	14,418,760	2,674,530
Common stock, shares outstanding	14,418,760	2,674,530
Series A Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	10,000,000	10,000,000
Preferred stock, shares outstanding	10,000,000	10,000,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues
Operating expenses:
General and administrative	593,993	323,940
Amortization expense	119,238
Total operating expenses	713,231	323,940
Loss from operations	(713,231)	(323,940)
Other income (expense):
Other income	8,395	8,396
Gain on derecognition of accounts payable	57,571	15,137
Interest expense	(761,634)	(752,233)
Total other income expense, net	(695,668)	(728,700)
Loss before income tax provision	(1,408,899)	(1,052,640)
Income tax provision
Net loss	$ (1,289,661)	$ (1,052,640)
Basic net loss per common share (in Dollars per share)	$ (0.23)	$ (0.39)
Basic weighted average common shares outstanding (in Shares)	6,033,469	2,674,530

Consolidated Statements of Shar

Consolidated Statements of Shareholders’ Deficit - USD ($)	Preferred Stock Shares	Common Stock	Additional paid-in capital	Accumulated deficit	Total
Balance at Dec. 31, 2021		$ 2,674	$ 88,061,298	$ (105,477,856)	$ (7,413,884)
Balance (in Shares) at Dec. 31, 2021	10,000,000	2,674,530
Net loss				(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	10,000,000	2,674,530
Issuance of common stock for acquisition		$ 1,500	4,873,500		4,875,000
Issuance of common stock for acquisition (in Shares)		1,500,000
Issuance of common stock for conversion of debt and interest		$ 10,245	10,746,196		10,756,441
Issuance of common stock for conversion of debt and interest (in Shares)		10,244,230
Net loss				(1,408,899)	(1,289,661)
Balance at Dec. 31, 2023		$ 14,419	$ 103,680,994	$ (107,939,395)	$ (4,243,982)
Balance (in Shares) at Dec. 31, 2023	10,000,000	14,418,760

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
OPERATING ACTIVITIES:
Net loss	$ (1,408,899)	$ (1,052,640)
Adjustments to reconcile net loss to cash flows provided by (used in) operating activities:
Amortization expense	119,238
Gain on derecognition of certain accounts payable	(57,571)	(15,137)
Expenses paid directly by related party	496,173	314,433
Changes in operating assets and liabilities:
Prepaid expenses	(140)
Accounts payable	(88,161)
Accounts payable – related parties	170,186
Accrual for settlement of lawsuits	42,549	172,557
Accrued interest – related parties	761,628	579,675
Net cash provided by (used in) operating activities	35,003	(1,112)
INCREASE (DECREASE) IN CASH	35,003	(1,112)
CASH, beginning of year	1,251	2,363
CASH, end of year	36,254	1,251
Supplemental Cash Flow Information
Interest paid
Income taxes paid
Advances from related party used for payment of expenses	496,173	314,433
Consolidation of debt and accrued interest due to parent	8,779,594
Conversion of debt and accrued interest due to parent	10,756,441
Purchase of SWIS developed technology for Common Stock	$ 4,875,000

Nature of Business

Nature of Business	12 Months Ended
	Dec. 31, 2023
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 and SWIS., a Kentucky limited liability company, since its acquisition by the Company in September 2023. SWIS owns a patented algorithm that provides advanced management information allowing town engineers to optimize the capacity of their storm/sanitary sewer infrastructure. The Company’s primary business plan is to purchase equipment and build a facility on the Tonopah property to serve as a permitted custom processing toll milling facility while it explores new technologies that allow greater effectiveness in achieving industry sustainability goals (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, 2023, the Company incurred net losses from operations of $1,289,661. At December 31, 2023, the Company had an accumulated deficit of $107,939,395 and a working capital deficit of $3,228,998. 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, 2023, the Company had $262,398 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, 2023
Summary of Significant 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., and since being acquired in September 2023, SWIS LLC. 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. Developed Technology The Company amortizes its developed technology over its useful life. The useful life of the developed technology is calculated based on the number of years remaining on the patent. The SWIS developed technology has a remaining useful life of 14 years. 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, 2023, 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, 2023 and 2022, the number of equivalent shares of convertible notes payable of zero and 846,499 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, 2023 and 2022. 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, 2023, and through July 12, 2024, 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 and transactions that have occurred after the consolidated balance sheet date of December 31, 2023, 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 and transactions 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, 2023
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 2023, 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.

Convertible Promissory Notes Pa

Convertible Promissory Notes Payable	12 Months Ended
	Dec. 31, 2023
Convertible Promissory Notes Payable [Abstract]
CONVERTIBLE PROMISSORY NOTES PAYABLE	NOTE 4 – 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. 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. In furtherance of the preparation for the planned merger with the SMS Group, GPR converted a $5,250,000 portion of the LOC into 5 million shares of restricted common stock effective August 2, 2023. The remaining $5,506,441 balance of the LOC was converted into 5,244,230 shares of restricted common stock effective August 15, 2023. GPR now owns 10,542,989 shares of common stock, which is 73% of the Company’s outstanding shares of common stock. The balance of the LOC as of December 31, 2023 is $191,231 principal and $17,384 interest.

Senior Secured Convertible Prom

Senior Secured Convertible Promissory Note Payable, Related Party	12 Months Ended
	Dec. 31, 2023
Senior Secured Convertible Promissory Note Payable, Related Party [Abstract]
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PAYABLE, RELATED PARTY	NOTE 5 – 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 December 31, 2022, with related accrued interest of $1,689,685, 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 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. Effective June 12, 2023, the Company entered into a Third Amendment Agreement with GPR, wherein the LOC was increased to $52,500,000 and both the Senior Secured Promissory Note (previously held by Pure Path and acquired in 2019) and the Flechner Judgment (see the Company’s 10-K for 2022) were rolled into the balance of the LOC and the Deed of Trust was increased to $250,000,000.

Related Parties

Related Parties	12 Months Ended
	Dec. 31, 2023
Related Parties [Abstract]
RELATED PARTIES	NOTE 6 – RELATED PARTIES As part of its normal operations, the Company conducts financing through its largest shareholder, GPR. The details of the related party balances are disclosed as part of Note 4 and Note 5.

Series A Preferred Stock

Series A Preferred Stock	12 Months Ended
	Dec. 31, 2023
Series A Preferred Stock [Member]
Series A Preferred Stock [Line Items]
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, 2023
Common Stock [Abstract]
COMMON STOCK	NOTE 8 - COMMON STOCK Common Stock issued on exercise of stock option- Sale of Common Stock - Option Grants At December 31, 2023 and 2022, 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, 2023 and 2022, there were no stock purchase warrants issued, cancelled, or outstanding. The aggregate intrinsic value of the outstanding and exercisable warrants at December 31, 2023 and 2022, respectively, was $0, as there are no outstanding and exercisable warrants.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9 – COMMITMENTS AND CONTINGENCIES Merger with the SMS Group On January 10, 2022 the Company executed a definitive agreement to acquire a controlling interest in Sustainable Metal Solutions LLC and its subsidiaries (“SMS” or the “SMS Group”). 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. Consistent with the Company’s Definitive Plan of Merger, SMS agreed to the Company’s independent accountants conducting an audit of its financial statements for 2023 and 2022 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 of 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.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
INCOME TAXES	NOTE 10 - INCOME TAXES The components of income tax expense for the years ended December 31, 2023, and 2022 consist of the following: 2023 2022 Current tax provision $ — $ — Deferred tax benefit (270,829 ) (221,000 ) Valuation allowance 270,829 221,000 Total income tax provision $ — $ — Reconciliations between the statutory rate and the effective tax rate for the years ended December 31, 2023, and 2022 consist as follows: 2023 2022 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, 2023, and 2022 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 2023 2022 Deferred tax assets: Net operating loss carry forwards 8,079,829 $ 7,809,000 Impairment of assets 6,941,000 6,941,000 Stock based compensation 2,228,000 2,228,000 Loss on settlement of debt (25,572 ) 32,000 Change in prior estimates (798,000 ) (798,000 ) Total deferred tax asset 16,425,257 16,212,000 Valuation allowance (16,425,257 ) (16,212,000 ) $ — $ — Management decisions are made annually and could cause the estimates above to vary significantly. As of December 31, 2023, 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, 2023, the Company had approximately $108,000,000 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, 2023, 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

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 - SUBSEQUENT EVENTS Effective March 20, 2024, the Board executed a unanimous written consent of the Board of Directors setting the number of directors at three and appointing Tawana Bain as a Director and Chairwoman of the Board of Directors. In March 2024, the Company appointed twelve members to its newly formed Advisory Board. Each of the Advisory Board members will earn 150 shares of restricted common stock per quarter provided they are in compliance with their agreement. See the Form 8-K filed with the SEC on March 29, 2024. Effective June 3, 2024, the Company executed a Memorandum of Understanding for a Joint Venture with AMI Strategies, (“AMI”). The Parties intend to form a joint operation and utilize the technology and talent of both organizations for their mutual benefit which includes the Company’s planned renewable energy generation, specifically solar power through the operation, engineering, infrastructure, and construction of controlled solar power and AMI’s management of utility costs through a proprietary software platform that can bill, audit, invoice and manage the daily operations of suppliers and clients. About AMI: AMI Strategies serves clients on every continent, offering a global suite of solutions for Telecom, Mobility, Cloud, Utility, ServiceNow, and Managed Automation deployments – all powered by cutting-edge technology and automation. AMI’s platform is designed to manage any vendor that’s important to its customers – no matter what category it’s in. By establishing inventory that includes integrated data from vendors and enterprise systems, auditing charges against correlating contracts, automating allocations and payments, and centralizing how services are purchased, changed or decommissioned, AMI ensures its clients never waste time on vendor-related busywork, and never pay more than they’re supposed to. Definitive Documents: The Parties will work together to draft definitive documents including the formation of the joint venture and its governing documents.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,289,661)	$ (1,052,640)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2023
Summary of Significant 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., and since being acquired in September 2023, SWIS LLC. 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.
Developed Technology	Developed Technology The Company amortizes its developed technology over its useful life. The useful life of the developed technology is calculated based on the number of years remaining on the patent. The SWIS developed technology has a remaining useful life of 14 years.
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, 2023, 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, 2023 and 2022, the number of equivalent shares of convertible notes payable of zero and 846,499 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, 2023 and 2022. 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, 2023, and through July 12, 2024, 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 and transactions that have occurred after the consolidated balance sheet date of December 31, 2023, 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 and transactions that would have required adjustment or disclosure in the consolidated financial statements.

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
Schedule of Components of Income Tax Expense	The components of income tax expense for the years ended December 31, 2023, and 2022 consist of the following: 2023 2022 Current tax provision $ — $ — Deferred tax benefit (270,829 ) (221,000 ) Valuation allowance 270,829 221,000 Total income tax provision $ — $ —
Schedule of Reconciliations Between the Statutory Rate and Effective Tax Rate	Reconciliations between the statutory rate and the effective tax rate for the years ended December 31, 2023, and 2022 consist as follows: 2023 2022 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	Significant components of the Company’s deferred tax assets as of December 31, 2023, and 2022 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 2023 2022 Deferred tax assets: Net operating loss carry forwards 8,079,829 $ 7,809,000 Impairment of assets 6,941,000 6,941,000 Stock based compensation 2,228,000 2,228,000 Loss on settlement of debt (25,572 ) 32,000 Change in prior estimates (798,000 ) (798,000 ) Total deferred tax asset 16,425,257 16,212,000 Valuation allowance (16,425,257 ) (16,212,000 ) $ — $ —

Nature of Business (Details)

Nature of Business (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Nature of Business (Details) [Line Items]
Net loss	$ (1,289,661)	$ (1,052,640)
Accumulated deficit	(107,939,395)	(106,530,496)
Working capital deficit	3,228,998
Expenses paid directly by related party	496,173	$ 314,433
GPR [Member]
Nature of Business (Details) [Line Items]
Expenses paid directly by related party	$ 262,398

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details) - shares	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Abstract]
Remaining useful life	14 years
Convertible notes payable shares	0	846,499

Mining and Mineral Rights (Deta

Mining and Mineral Rights (Details)	Dec. 31, 2023 USD ($) m²	Dec. 31, 2022 USD ($)
Mining and Mineral Rights [Abstract]
Area of building | m²	21,875
Land, mineral rights, and water rights | $	$ 3,883,524	$ 3,883,524

Convertible Promissory Notes _2

Convertible Promissory Notes Payable (Details) - USD ($)				1 Months Ended	12 Months Ended
	Aug. 15, 2023	Jan. 05, 2023	Mar. 16, 2020	Sep. 30, 2021	Dec. 31, 2023	Dec. 31, 2022	Aug. 02, 2023
Convertible Promissory Notes Payable [Line Items]
LOC principal value				$ 100,000	$ 191,231	$ 1,299,527
Remaining balance	$ 5,506,441
Restricted common stock shares (in Shares)	5,244,230
Common stock shares (in Shares)					10,542,989
Common stock, percentage					73%
Convertible Promissory Note [Member]
Convertible Promissory Notes Payable [Line Items]
Conversion price (in Dollars per share)			$ 0.04
Accrued Interest						270,810
Accrued Interest [Member]
Convertible Promissory Notes Payable [Line Items]
Accrued Interest				$ 85,882
LOC [Member]
Convertible Promissory Notes Payable [Line Items]
Accrued Interest					$ 17,384
Minimum [Member] | Line of Credit [Member]
Convertible Promissory Notes Payable [Line Items]
Convertible payable							$ 5,250,000
Maximum [Member]
Convertible Promissory Notes Payable [Line Items]
LOC increased amount		$ 35,000,000
Granite Peak Resources [Member]
Convertible Promissory Notes Payable [Line Items]
Advance direct payments						314,433
LOC principal value						1,199,527
Accrued Interest						$ 184,928
Granite Peak Resources [Member] | Minimum [Member]
Convertible Promissory Notes Payable [Line Items]
LOC increased amount		$ 5,000,000
Granite Peak Resources, LLC [Member]
Convertible Promissory Notes Payable [Line Items]
LOC Matures amount			$ 2,500,000
LOC increased amount			$ 1,000,000
Interest rate			10%
Restricted Common Stock [Member] | Maximum [Member]
Convertible Promissory Notes Payable [Line Items]
Convertible payable							$ 5,000,000

Senior Secured Convertible Pr_2

Senior Secured Convertible Promissory Note Payable, Related Party (Details) - USD ($)			12 Months Ended
	Jun. 12, 2023	Jan. 05, 2023	Dec. 31, 2023	Dec. 31, 2022	Oct. 10, 2013
Senior Secured Convertible Promissory Note Payable, Related Party [Line Items]
Issuance of common shares (in Shares)			27,000,000
Senior secured convertible promissory note payable, related party				$ 2,229,187
Related accrued interest				$ 1,689,685
Senior Secured Convertible Promissory Note [Member]
Senior Secured Convertible Promissory Note Payable, Related Party [Line Items]
Original principal balance			$ 1,933,345		$ 2,500,000
Maturity date			Apr. 10, 2015
Interest rate percentage			8%
Secured Note [Member]
Senior Secured Convertible Promissory Note Payable, Related Party [Line Items]
Interest rate percentage			8%
Secured Note [Member] | Senior Secured Convertible Promissory Note [Member]
Senior Secured Convertible Promissory Note Payable, Related Party [Line Items]
Interest rate percentage			15%
Minimum [Member] | Granite Peak Resources [Member]
Senior Secured Convertible Promissory Note Payable, Related Party [Line Items]
Amount of increase (decrease) line of credit facility		$ 5,000,000
Minimum [Member] | Senior Secured Convertible Promissory Note [Member] | Granite Peak Resources [Member]
Senior Secured Convertible Promissory Note Payable, Related Party [Line Items]
Amount of increase (decrease) line of credit facility	$ 52,500,000
Maximum [Member]
Senior Secured Convertible Promissory Note Payable, Related Party [Line Items]
Amount of increase (decrease) line of credit facility		$ 35,000,000
Maximum [Member] | Granite Peak Resources [Member]
Senior Secured Convertible Promissory Note Payable, Related Party [Line Items]
Common stock per share (in Dollars per share)		$ 1.65
Maximum [Member] | Senior Secured Convertible Promissory Note [Member] | Granite Peak Resources [Member]
Senior Secured Convertible Promissory Note Payable, Related Party [Line Items]
Amount of increase (decrease) line of credit facility	$ 250,000,000
Common Stock [Member] | Minimum [Member]
Senior Secured Convertible Promissory Note Payable, Related Party [Line Items]
Common stock per share (in Dollars per share)		$ 1.05

Series A Preferred Stock (Detai

Series A Preferred Stock (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) shares
Series A Preferred Stock [Line Items]
Proceeds received from preferred stock	$ 50,000,000
Distribution in Liquidation [Member]
Series A Preferred Stock [Line Items]
Voting rate	50%
Series A Preferred Stock [Member]
Series A Preferred Stock [Line Items]
Liquidation preference	$ 10,000,000
Market value of equity	$ 200,000,000
Preferred stock shares outstanding (in Shares) | shares	200,000,000

Common Stock (Details)

Common Stock (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Common Stock [Abstract]
Aggregate intrinsic value outstanding and exercisable warrants	$ 0	$ 0

Income Taxes (Details)

Income Taxes (Details) - USD ($)		12 Months Ended
	Jan. 01, 2018	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Line Items]
U.S. federal statutory corporate tax rate		21%	21%
Change in prior years amount		$ 798,000
Federal net operating loss carry forwards		69,000,000
Annual prior tax amount		$ 1,000,000
Year under examinations		2011
Deferred Income Tax Charge [Member]
Income Taxes [Line Items]
U.S. federal statutory corporate tax rate	21%
Federal net operating loss carry forwards		$ 108,000,000

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Components of Income Tax Expense - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Components of Income Tax Expense [Abstract]
Current tax provision
Deferred tax benefit	(270,829)	(221,000)
Valuation allowance	270,829	221,000
Total income tax provision

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of Reconciliations Between the Statutory Rate and Effective Tax Rate	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Reconciliations Between the Statutory Rate and Effective Tax Rate [Abstract]
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, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carry forwards	$ 8,079,829	$ 7,809,000
Impairment of assets	6,941,000	6,941,000
Stock based compensation	2,228,000	2,228,000
Loss on settlement of debt	(25,572)	32,000
Change in prior estimates	(798,000)	(798,000)
Total deferred tax asset	16,425,257	16,212,000
Valuation allowance	(16,425,257)	(16,212,000)
Deferred tax assets, net

Subsequent Events (Details)

Subsequent Events (Details)	1 Months Ended
	Mar. 31, 2024 shares
Subsequent Events [Abstract]
Restricted common stock shares	150