10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-55219

Inception Mining Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	35-2302128
(State of Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)
5330 South 900 East, Suite 280 Murray, Utah	84117
(Address of Principal Executive Offices)	(Zip Code)

801-312-8113

(Registrant’s telephone number, including area code)

Copies to:

Brunson Chandler & Jones, PLLC

175 South Main Street, Suite 1410

Salt Lake City, Utah 84111

(801) 303-5721

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232,405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-3 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐	Emerging growth company ☐
Non-accelerated filer	☒	Smaller reporting company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered to Section 12(b) of the Act: None.

As of May 29, 2024, there were 2,638,874,873 shares of the registrant’s common stock issued and outstanding.

INCEPTION MINING INC.

FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2024, and 2023 (Unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2024, and 2023 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024, and 2023 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Protocols	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
Signature Page		24

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Inception Mining, Inc.

Condensed Consolidated Balance Sheets

	March 31, 2024			December 31, 2023
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	12		$	2
Prepaid expenses and other current assets		5,611			10,000
Note receivable, net of allowance		-			-
Total Current Assets		5,623			10,002
Property, plant and equipment, net		3,077			3,258
Right of use operating lease asset		6,171			9,595
Other assets		531			531
Total Assets	$	15,402		$	23,386
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	1,423,057		$	1,332,038
Accrued interest - related parties		7,719			-
Operating lease liability - current portion		6,171			9,595
Note payable - current portion		125,000			125,000
Notes payable - related parties		930,208			32,895
Convertible notes payable - net of discount		28,853			37,540
Derivative liabilities		162,655			39,281
Total Current Liabilities		683,663			1,576,349
Long-term notes payable - related parties, net of current portion		10,300			868,618
Total Liabilities		693,963			2,444,967
Commitments and Contingencies		-			-
Stockholders' Deficit
Preferred stock, $0.00001 par value; 10,000,000 shares authorized, 51 shares issued and outstanding		1			1
Common stock, $0.00001 par value; 10,300,000,000 shares authorized, 2,638,874,873 shares issued and outstanding		26,389			26,389
Additional paid-in capital		26,465,611			26,465,611
Accumulated deficit		(29,170,562	)		(28,913,582	)
Total Stockholders' Deficit		(2,678,561	)		(2,421,581	)
Total Liabilities and Stockholders' Deficit	$	15,402		$	23,386

See accompanying notes to the unaudited condensed consolidated financial statements.

3

Inception Mining, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

	For the Three Months Ended
	March 31, 2024			March 31, 2023
Operating Expenses
General and administrative	$	123,737		$	291,811
Depreciation and amortization		181			179
Total Operating Expenses		123,918			291,990
Loss from Operations		(123,918	)		(291,990	)
Other Income/(Expenses)
Change in derivative liability		(16,258	)		3,205,202
Initial derivative expense		(57,116	)		-
Loss on extinguishment of debt		-			5,897,425
Interest expense		(59,668	)		(183,976	)
Total Other Income/(Expenses)		(133,062	)		8,918,651
Net Income (Loss) from Operations before Income Taxes		(256,980	)		8,626,661
Provision for Income Taxes		-			-
Net Income (Loss) from Continuing Operations		(256,980	)		8,626,661
Net Loss from Discontinued Operations		-			(497,581	)
Gain on Sale of Mine Property in Discontinued Operations		-			7,154,653
Net Income from Discontinued Operations		-			6,657,072
Net Income (Loss)		(256,980	)		15,283,733
Net Loss - Non-Controlling Interest		-			(13,671	)
Net Income (Loss) - Controlling Interest	$	(256,980	)	$	15,270,062
Net income (loss) per share - Continuing Operations - Basic and Diluted	$	(0.00	)	$	0.01
Net income (loss) per share - Discontinued Operations - Basic and Diluted	$	-		$	0.00
Net income (loss) per share - Basic	$	(0.00	)	$	0.01
Net income (loss) per share - Diluted	$	(0.00	)	$	0.00
Weighted average number of shares outstanding during the period - Basic		2,638,874,873			1,694,827,331
Weighted average number of shares outstanding during the period - Diluted		2,638,874,873			431,989,839,251
Net Income (Loss)	$	(256,980	)	$	15,283,733
Other Comprehensive Income (Loss)
Exchange differences arising on translating foreign operations		-			(86,472	)
Total Comprehensive Income (Loss)	$	(256,980	)	$	15,197,261

See accompanying notes to the unaudited condensed consolidated financial statements.

4

Inception Mining, Inc.

Condensed Consolidated Statements of Stockholders’ Deficit

(Unaudited)

	Preferred stock				Common stock				Additional					Other		Non-		Total
	($0.00001 Par)				($0.00001 Par)				Paid-in		Accumulated			Comprehensive		Controlling		Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Income		Interest		Deficiency
Balance, December 31, 2023		51	$	1		2,638,874,873	$	26,389	$	26,465,611	$	(28,913,582	)	$	-	$	-	$	(2,421,581	)
Net loss for the period		-		-		-		-		-		(256,980	)		-		-		(256,980	)
Balance, March 31, 2024		51	$	1		2,638,874,873	$	26,389	$	26,465,611	$	(29,170,562	)	$	-	$	-	$	(2,678,561	)

	Preferred stock				Common stock				Additional					Other			Non-			Total
	($0.00001 Par)				($0.00001 Par)				Paid-in		Accumulated			Comprehensive			Controlling			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Income			Interest			Deficiency
Balance, December 31, 2022		51	$	1		244,634,016	$	2,446	$	8,152,715	$	(41,655,570	)	$	(618,683	)	$	(11,952	)	$	(34,131,043	)
Shares issued for services		-		-		120,000,001		1,200		121,086		-			-			-			122,286
Shares issued with extinguishment of debt		-		-		2,117,097,999		21,171		18,036,239		-			-			-			18,057,410
Effects of sale of mine property		-		-		-		-		-		-			705,155			(1,719	)		703,436
Foreign currency translation adjustment		-		-		-		-		-		-			(86,472	)		-			(86,472	)
Net income for the period		-		-		-		-		-		15,270,062			-			13,671			15,283,733
Balance, March 31, 2023		51	$	1		2,481,732,016	$	24,817	$	26,310,040	$	(26,385,508	)	$	-		$	-		$	(50,650	)

See accompanying notes to the unaudited condensed consolidated financial statements.

5

Inception Mining, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Three Months Ended
	March 31, 2024			March 31, 2023
Cash Flows From Operating Activities:
Net Income (Loss)	$	(256,980	)	$	15,283,733
Net Loss from discontinued operations		-			497,581
Gain on sale of mine property in discontinued operations		-			(7,154,653	)
Adjustments to reconcile net income (loss) to net cash used in operations
Depreciation and amortization expense		181			179
Common stock issued for services		-			122,286
Loss on extinguishment of debt		-			(5,897,425	)
Change in derivative liability		16,258			(3,205,202	)
Initial derivative expense		57,116			-
Expenses paid in behalf of the company by related party		10,300			-
Amortization of right-of-use asset		3,424			3,314
Amortization of debt discount		37,190			15,643
Changes in operating assets and liabilities:
Other receivables		-			3,105,000
Prepaid expenses and other current assets		4,389			988
Accounts payable and accrued liabilities		87,595			(44,620	)
Accounts payable and accrued liabilities - related parties		7,719			(1,421,586	)
Net Cash Provided By (Used In) Continuing Operations		(32,808	)		1,305,238
Net Cash Provided By (Used In) Discontinued Operations		-			(466	)
Net Cash Provided By (Used In) Operating Activities		(32,808	)		1,304,772
Cash Flows From Investing Activities:
Investing activities of discontinued operations		-			(652	)
Net Cash Used In Investing Activities		-			(652	)
Cash Flows From Financing Activities:
Repayment of notes payable-related parties		-			(39,000	)
Repayment of convertible notes payable		(45,877	)		(1,246,480	)
Proceeds from notes payable-related parties		28,695			6,408
Proceeds from convertible notes payable		50,000			-
Net Cash Provided by (Used In) Continuing Financing Activities		32,818			(1,279,072	)
Effects of exchange rate changes on cash		-			1,105
Net Change in Cash		10			26,153
Cash at Beginning of Period		2			-
Cash at End of Period	$	12		$	26,153
Supplemental disclosure of cash flow information:
Cash paid for interest	$	5,117		$	146,248
Cash paid for taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Note receivable acquired for sale of mine property	$	-		$	5,700,000
Common stock issued for settlement of notes payable - related parties	$	-		$	18,057,410
Recognition of debt discounts on convertible note payable	$	63,250		$	-

See accompanying notes to the unaudited condensed consolidated financial statements.

6

Inception Mining, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2024

1. Nature of Business

Inception Mining, Inc. (formerly known as Gold American Mining Corp.) was incorporated under the name of Golf Alliance Corporation and under the laws of the State of Nevada on July 2, 2007. Inception Mining, Inc. is a precious metal mineral acquisition, exploration and development company. Inception Development, Inc., its wholly owned subsidiary, was incorporated under the laws of the State of Idaho on January 28, 2013.

Golf Alliance Corporation pursued its original business plan to provide opportunities for golfers to play on private golf courses normally closed to them due to the membership requirements of the private clubs. During the year ended July 31, 2010, the Company decided to redirect its business focus toward precious metal mineral acquisition and exploration.

On March 5, 2010, the Company amended its articles of incorporation to (1) change its name to Silver America, Inc. and (2) increase its authorized common stock from 100,000,000 to 500,000,000. In 2020, the Company increased its authorized common stock from 500,000,000 to 800,000,000. In 2022, the Company increased its authorized common stock from 800,000,000 to 10,300,000,000.

On June 23, 2010, the Company amended its articles of incorporation to change its name to Gold American Mining Corp.

On November 21, 2012, the Company implemented a 200 to 1 reverse stock split. Upon effectiveness of the stock split, each shareholder canceled 200 shares of common stock for every share of common stock owned as of November 21, 2012. This reverse stock split was effective on February 13, 2013. All share and per share references have been retroactively adjusted to reflect this 200 to 1 reverse stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented.

On February 25, 2013, Gold American Mining Corp. and its majority shareholder (the “Majority Shareholder”), and its wholly owned subsidiary, Inception Development Inc. (the “Subsidiary”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Inception Resources, LLC, a Utah corporation (“Inception Resources”), pursuant to which Inception purchased the U.P. and Burlington Gold Mine in consideration of 16,000,000 shares of common stock of Inception, the assumption of promissory notes in the amount of $950,000 and the assignment of a 3% net royalty. Inception Resources was an entity owned by and under the control of the majority shareholder. This transaction was deemed an asset purchase by entities under common control. The Asset Purchase Agreement closed on February 25, 2013 (the “Closing”). Inception was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately prior to our acquisition of the gold mine pursuant to the terms of the Asset Purchase Agreement. As a result of such acquisition, the Company’s operations were then focused on the ownership and operation of the mine acquired from Inception Resources and the Company then ceased to be a shell company as it no longer has nominal operations. On February 21, 2020, the Company sold the Up & Burlington property and mineral rights to Ounces High Exploration, Inc. in exchange for $250,000 in cash consideration and 66,974,252 shares of common stock of Hawkstone Mining Limited, a publicly-trade Australian company.

On May 17, 2013, the Company amended its articles of incorporation to change its name to Inception Mining, Inc. (“Inception” or the “Company”).

On October 2, 2015, the Company consummated a merger with Clavo Rico Ltd. (“Clavo Rico”). Clavo Rico is a privately held Turks and Caicos company with principal operations in Honduras, Central America. Clavo Rico operates the Clavo Rico mining concession through its subsidiaries Compañía Minera Cerros del Sur, S.A de C.V. and Compañía Minera Clavo Rico, S.A. de C.V. and holds other mining concessions. Pursuant to the agreement, the Company issued 240,225,901 shares of common stock of Inception and assumed promissory notes in the amount of $5,488,980 and accrued interest of $3,434,426. Under this merger agreement, there was a change in control, and it was treated for accounting purposes as a reverse recapitalization with Clavo Rico, Ltd. being the surviving entity. Its workings include several historical underground operations dating back to the early Mayan and Spanish occupation.

On January 11, 2016, the Company implemented a 5.5 to 1 reverse stock split. This reverse stock split was effective on May 26, 2016. All share and per share references have been retroactively adjusted to reflect this 5.5 to 1 reverse stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented. Immediately before the Reverse Split, the Company had 266,669,980 shares of common stock outstanding. Immediately after the Reverse Split, the Company had 48,485,451 shares of common stock outstanding, pending fractional-share rounding-up calculations to adjust for the Reverse Split.

On January 12, 2023, Inception Mining, Inc. (the “Company”) entered into a non-binding Letter of Intent (the “LOI”) with Mother Lode Mining, Inc. (“MLM”). The LOI became binding on January 24, 2023. Pursuant to the terms of the LOI, the Company agreed to sell all of the shares of its wholly-owned subsidiary, Compañía Minera Cerros Del Sur, S.A. de C.V. (“CMCS”), to MLM. CMCS is the Honduran-based company that owns the Clavo Rico mine.

Since the divestiture of the Clavo Rico Mine, the Company has been operating as a consultant and advisor to the mining industry, including to Mother Lode Mining, the new owner of the Clavo Rico mine. It also has an ongoing financial interest in the Clavo Rico Mine under the LOI, with monthly payments due through February 2025 that are secured by a net smelter royalty.

7

COVID-19 - The challenges posed by the COVID-19 pandemic on the global economy increased significantly as the first quarter of 2020 progressed. COVID-19 has spread across the globe during 2020 and is impacting economic activity worldwide. In response to COVID-19, national and local governments around the world have instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter-in-place orders and recommendations to practice social distancing. Based on management’s assessment as of March 31, 2024, the ultimate impact of COVID-19 on the Company’s business, results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, which are uncertain and cannot be predicted at this time.

2. Summary of Significant Accounting Policies

Going Concern - The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements during three months ended March 31, 2024, the Company recorded a net loss of $256,980 and used $32,808 in cash from operating activities. The Company has an accumulated net loss since inception of $29,170,562. In addition, there is a working capital deficiency of $2,678,040 and a stockholder’s deficiency of $2,678,561 as of March 31, 2024. These factors among others indicate that the Company may be unable to continue as a going concern for one year from the issuance of these financial statements. The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

Management is currently working to make changes that will result in profitable operations and to obtain additional funding sources to meet the Company’s need for cash during the next twelve months and beyond.

Principles of Consolidation - The accompanying consolidated financial statements include the accounts of Inception Mining, Inc. and its wholly owned subsidiaries, Inception Development, Corp., Clavo Rico Development Corp., Clavo Rico, Ltd. and Compañía Minera Cerros del Río, S.A. de C.V., and its controlling interest subsidiaries, Compañía Minera Cerros del Sur, S.A. de C.V. and Compañía Minera Clavo Rico, S.A. de C.V. up through the date of the sale on January 24, 2023 (collectively, the “Company”). All intercompany accounts have been eliminated upon consolidation through the date the subsidiaries were disposed of on January 24, 2023.

Basis of Presentation - The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.

Condensed Financial Statements - The interim consolidated financial statements included herein have been prepared by Inception Mining Inc. (“Inception Mining” or the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These interim consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in this filing and the Form 10-K for the year ended December 31, 2023 filed with the SEC on May 2, 2024.

In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the consolidated financial position of the Company and subsidiaries as of March 31, 2024, the results of its consolidated statements of operations and comprehensive income (loss) for the three-month periods ended March 31, 2024 and 2023, its condensed consolidated statement of stockholders’ deficit and its consolidated cash flows for the three-month periods ended March 31, 2024 and 2023. The results of consolidated operations for the interim periods are not necessarily indicative of the results for the full year.

Use of Estimates – In preparing financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenditures during the reported periods. Actual results could differ materially from those estimates. Estimates may include those pertaining to valuation of inventories and mineralized material on leach pads, the estimated useful lives and valuation of properties, plant and equipment, mineral rights and properties, deferred tax assets, convertible preferred stock, derivative assets and liabilities, reclamation liabilities, stock-based compensation and payments, and contingent liabilities.

Cash and Cash Equivalents - The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2024 and December 31, 2023, the Company had $12 and $2 in cash equivalents, respectively. The aggregate cash balance on deposit in these accounts is insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has never experienced any losses in such accounts.

Settlement of Contracts in Company’s Equity– In accordance with ASC 815-40-25, the Company must meet certain requirements in order to report contracts as equity versus liabilities. These requirements must be met by the Company or the contracts need to be reported as liabilities. The Company has adopted the sequencing approach as guidance on contracts that permit partial net share settlement. The Company evaluates the contracts based on the earliest issuance date. Currently, the Company doesn’t have any items that are reported as equity instead of liabilities.

8

Fair Value Measurements - The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk.

Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

The carrying value of the Company’s cash, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.

The fair value of financial instruments on March 31, 2024 are summarized below:

	Level 1		Level 2		Level 3		Total
Debt derivative liabilities	$	-	$	-	$	47,574	$	47,574
Total Liabilities	$	-	$	-	$	47,574	$	47,574

The fair value of financial instruments on December 31, 2023 are summarized below:

	Level 1		Level 2		Level 3		Total
Debt derivative liabilities	$	-	$	-	$	39,281	$	39,281
Total Liabilities	$	-	$	-	$	39,281	$	39,281

The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in Note 3. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed below are that of volatility and market price of the underlying common stock of the Company.

Notes Receivable - Notes receivable include amounts due to the Company pursuant to financial agreements stipulating interest rates, payment terms and maturity dates. As of March 31, 2024 and December 31, 2023, notes receivable balance includes one note due from Mother Load Mining, Inc. in the amounts of $2,219,442 and $2,219,442, respectively, net of reserves of $2,219,442 and $2,219,442 (see Note 4 – Note Receivable).

Long-Lived Assets - We review the carrying amount of our long-lived assets for impairment whenever there are negative indicators of impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flows.

9

Properties, Plant and Equipment - We record properties, plant and equipment at historical cost. We provide depreciation and amortization in amounts sufficient to match the cost of depreciable assets to operations over their estimated service lives or productive value. We capitalize expenditures for improvements that significantly extend the useful life of an asset. We charge expenditures for maintenance and repairs to operations when incurred. Depreciation is computed using the straight-line method over estimated useful lives as follows:

Building	7 to 15 years
Vehicles and equipment	3 to 7 years
Processing and laboratory	5 to 15 years
Furniture and fixtures	2 to 3 years

Stock Issued for Goods and Services - Common and preferred shares issued for goods and services are valued based upon the fair market value of our common stock or the goods and services received.

Stock-Based Compensation - For stock-based transactions, compensation expense is recognized over the requisite service period, which is generally the vesting period, based on the estimated fair value on the grant date of the award.

Income (Loss) per Common Share - Basic net income (loss) per common share is computed by dividing net income (loss), less the preferred stock dividends, by the weighted average number of common shares outstanding. Dilutive income (loss) per share includes any additional dilution from common stock equivalents, such as stock options and warrants, and convertible instruments, if the impact is not antidilutive. 151,563,371 common share equivalents have been excluded from the diluted loss per share calculation for the three-month period ended March 31, 2024, because it would be anti-dilutive.

The following tables summaries the changes in the net earnings per common share for the three-month periods ended March 31, 2024 and 2023:

	For the Three Months Ended
Numerator	March 31, 2024			March 31, 2023
Net Income (Loss) - Controlling Interest	$	(256,980	)	$	15,270,062
Gain on Extinguishment of Debt		-			(5,897,425	)
Interest Expense		-			66,166
Change in Derivative Liabilities		-			(3,220,312	)
Adjusted Net Income (Loss) - Controlling Interest	$	(256,980	)	$	6,218,491
Denominator	Shares			Shares
Basic Weighted Average Number of Shares Outstanding during Period		2,638,874,873			1,694,827,331
Dilutive Shares		-			430,295,011,920
Diluted Weighted Average Number of Shares Outstanding during Period		2,638,874,873			431,989,839,251
Diluted Net Income (Loss) per Share	$	(0.00	)	$	0.00

Other Comprehensive Income (Loss) – Other Comprehensive income (loss) is made up of the exchange differences arising on translating foreign operations and the net loss for the three-month period ending March 31, 2023.

Derivative Liabilities - Derivative liabilities are recorded at fair value when issued and the subsequent change in fair value each period is recorded in other income (expense) in the consolidated statements of operations. We do not hold or issue any derivative financial instruments for speculative trading purposes.

Income Taxes - The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid. Significant judgments and estimates are required in determining the consolidated income tax expense.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company develops assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates that the Company is using to manage the underlying businesses. The Company provides a valuation allowance for deferred tax assets for which the Company does not consider realization of such deferred tax assets to be more likely than not.

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows or financial position.

Business Segments – The Company operates in one segment and therefore segment information is not presented.

Operating Lease – The Company leases its corporate headquarters and administrative offices in Salt Lake City, Utah. This lease expires in August 2024.

The supplemental balance sheet information related to the operating lease for the periods is as follows:

	March 31, 2024		December 31, 2023
Operating leases
Long-term right-of-use assets	$	6,171	$	9,595
Short-term operating lease liabilities	$	6,171	$	9,595
Long-term operating lease liabilities		-		-
Total operating lease liabilities	$	6,171	$	9,595

Maturities of the Company’s undiscounted operating lease liabilities are as follows:

The Company made cash payments of $3,732 and $3,987 for the three months ended March 31, 2024 and 2023, respectively. The Company incurred rent expense of $3,424 and $3,700 for the three months ended March 31, 2024 and 2023, respectively.

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Non-Controlling Interest Policy – Non-controlling interest (NCI) is the portion of equity ownership in a subsidiary not attributable to the parent company, who has a controlling interest and consolidates the subsidiary’s financial results with its own. The amount of equity relating to the non-controlling interest is separately identified in the equity section of the balance sheet and the amount of the net income (loss) relating to the non-controlling interest is separately identified on the statement of operations.

Recently Issued Accounting Pronouncements – From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

3. Derivative Financial Instruments

The Company follows the guidance in ASC 825-10 which defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of March 31, 2024:

	Debt Derivative Liabilities
Balance, December 31, 2023	$	39,281
Transfers in upon initial fair value of derivative liabilities		107,116
Change in fair value of derivative liabilities		16,258
Balance, March 31, 2024	$	162,655

Derivative Liabilities – The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date.

At March 31, 2024, the Company marked to market the fair value of the debt derivatives and determined a fair value of $162,655. The Company recorded a loss from change in fair value of debt derivatives of $16,258 and an initial derivative expense of $57,116 for the period ended March 31, 2024. The fair value of the embedded derivatives was determined using the Monte Carlo Pricing Model. The Monte Carlo Pricing Model was based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 435.2%  (3) weighted average risk-free interest rate of 5.18% to 5.32% (4) expected life of 0.21 to 0.58 years, and (5) the quoted market price of the Company’s common stock at each valuation date.

Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.

4. Note Receivable

On January 12, 2023, Inception Mining, Inc. (the “Company”) entered into a non-binding Letter of Intent (the “LOI”) with Mother Lode Mining, Inc. (“MLM”). The LOI became binding on January 24, 2023 when the final installment of initial payment set forth under the LOI was received by the Company. Pursuant to the terms of the LOI, the Company agreed to sell all of the shares of its wholly-owned subsidiary, Compañía Minera Cerros Del Sur, S.A. de C.V. (“CMCS”), to MLM. CMCS is the Honduran-based company that owns the Clavo Rico mine.

The purchase price for the sale of CMCS by the Company to MLM consisted of the following cash consideration (a) $280,000 was delivered by MLM to the Company on January 3, 2023 to pay outstanding debts owed by the Corporation; (b) $300,000 was delivered by MLM to the Company on January 5, 2023 to satisfy existing debts of the Company; (c) $100,000 was delivered by MLM to the Company on January 16, 2023; (d) $200,000 was delivered by MLM to the Company on January 17, 2023; (e) $1,200,000 was delivered by MLM to the Company on January 18, 2023, to pay a settlement amount for existing debt of the Company; (f) $500,000 was delivered by MLM to the Company on January 23, 2023, to satisfy existing debts of the Company; (g) $500,000 was delivered by MLM to the Corporation on January 24, 2023 to satisfy existing debts of the Corporation.

In addition to the amounts already delivered under the LOI, an additional amount of $2,620,000 shall be paid by MLM to the Company over a period of twenty-four (24) months (the “Monthly Payments”). The Monthly Payments shall be paid as follows: (i) $25,000 due March 1, 2023, (ii) $50,000 due on the first day of each of April, May and June 2023, and (iii) $100,000 due on the first day of each month for the following twenty months, until February 1, 2025 at which point all amounts due and payable hereunder shall be delivered in a final balloon payment. The Company has received several payments leaving an outstanding balance of $2,219,442 as of March 31, 2024. MLM is currently $340,000 behind on payments. Outstanding balances and missed Monthly Payments will be secured by a 10% NSR on the Clavo Rico mine production until the Monthly Payments are delivered and the purchase price is paid in full. In addition to the Monthly Payments, the Company will receive a carried forward net profits interest royalty (“NPI”) of 5% on the Clavo Rico mine production until the total NPI paid to the Company is $1,000,000, subject to limited conditions. However, the Company has elected to create an allowance for doubtful collection of this note for the full outstanding balance of $2,219,442 as of March 31, 2024.

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The following table summarizes the note receivable of the Company as of March 31, 2024 and December 31, 2023:

	March 31, 2024			December 31, 2023
Note Receivable from Mother Load Mining, Inc. pursuant to a Letter of Intent dated effective January 12, 2023, in the original principal amount of $5,700,000, accruing no interest, with monthly payments beginning on March 31, 2023, maturing February 1, 2025.	$	2,219,442		$	2,700,000
Less: Payments received		-			(480,558	)
Total Note Receivable outstanding		2,219,442			2,219,442
Less: Allowance for Doubtful Note Receivable		(2,219,442	)		(2,219,442	)
Total Note Receivable	$	-		$	-

5. Properties, Plant and Equipment, Net

Properties, plant and equipment at March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024			December 31, 2023
Machinery and Equipment	$	25,368		$	25,368
Office Equipment and Furniture		1,627			1,627
		26,995			26,995
Less Accumulated Depreciation		(23,918	)		(23,737	)
Total Property, Plant and Equipment	$	3,077		$	3,258

During the nine months ended March 31, 2024 and 2023, the Company recognized depreciation expense of $181 and $179, respectively.

6. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities at March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024		December 31, 2023
Accounts Payable	$	368,111	$	348,902
Accrued Liabilities		994,035		913,887
Accrued Salaries and Benefits		60,911		69,249
Total Accrued Liabilities	$	1,423,057	$	1,332,038

7. Notes Payable

Notes payable were comprised of the following as of March 31, 2024 and December 31, 2023:

Notes Payable	March 31, 2024			December 31, 2023
Phil Zobrist	$	60,000		$	60,000
Antczak Polich Law LLC		65,000			65,000
Total Notes Payable		125,000			125,000
Less Short-Term Notes Payable		(125,000	)		(125,000	)
Total Long-Term Notes Payable	$	-		$	-

Phil Zobrist – On January 11, 2013, the Company issued an unsecured Promissory Note to Phil Zobrist in the principal amount of $60,000 (the “Note”) due on demand and bearing 0% per annum interest. The total net proceeds the Company received was $60,000. On October 2, 2015, the Company entered into a new convertible note with Phil Zobrist that matures on December 31, 2016 and bears 18% per annum interest. The Company agreed to accrue interest from inception of these Notes in the amount of $29,412 and charged this amount to interest expense during the year ended December 31, 2015. The Note is convertible into common stock, at holder’s option, at a price of $0.99 (0.18 pre-split) or a 50% discount to the average of the three lowest VWAP of the common stock during the 20-trading day period prior to conversion. On October 2, 2016, the Company renegotiated the note payable. The convertible feature was removed, and the note was extended until December 31, 2024. The Company recognized a gain on the extinguishment of debt of $121,337 for the remaining derivative liability and of $11,842 for the remaining debt discount. As of March 31, 2024, the gross balance of the note was $60,000 and accrued interest was $121,226.

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Antczak Polich Law, LLC – On March 21, 2023, the Company issued an unsecured Promissory Note (“Note”) to Antczak Polich Law, LLC (“Antczak”), in the principal amount of $75,000 (the “Note”) and does not accrue interest. This note is due on December 31, 2023 and requires monthly payments of $10,000 starting July 2023 with any remaining balance paid in full by December 31, 2023. The Company made one payment of $10,000 during the fiscal year ended December 31, 2023. As of March 31, 2024, the gross balance of the note was $65,000.

8. Notes Payable – Related Parties

Notes payable – related parties were comprised of the following as of March 31, 2024 and December 31, 2023:

Notes Payable - Related Parties	Relationship	March 31, 2024			December 31, 2023
Cluff-Rich PC 401K	Affiliate - Controlled by Director		51,000			51,000
Debra D'ambrosio	Immediate Family Member		484,208			455,513
Francis E. Rich	Immediate Family Member		100,000			100,000
Pine Valley Investments	Affiliate - Controlled by Significant Shareholder		295,000			295,000
Whit Cluff	Affiliate - Director		10,300			-
Total Notes Payable - Related Parties			940,508			901,513
Less Short-Term Notes Payable - Related Parties			(930,208	)		(32,895	)
Total Long-Term Notes Payable - Related Parties		$	10,300		$	868,618

Cluff-Rich PC 401K (Affiliate – Controlled by Director) – On June 29, 2022, the Company issued an unsecured Short-Term Promissory Note to Cluff-Rich PC 401K in the principal amount of $60,000 (the “Note”) due on December 31, 2022 and bears a 5.0% interest rate. On February 1, 2023, the Company re-negotiated this note which extended it to March 1, 2025 and made it non-interest bearing. The Company issued 5,142,857 shares of common stock as settlement for the accrued interest of $18,000. During the fiscal year ended December 31, 2023, the Company made a payment of $9,000 towards the principal balance. As of March 31, 2024, the gross balance of the notes was $51,000.

D. D’Ambrosio (Immediate Family Member of Director) – On January 1, 2023, there were six notes outstanding with outstanding balance of the Notes of $446,210 and accrued interest of $81,204. During January 2023, the Company has issued an unsecured Short-Term Promissory Notes to D. D’Ambrosio in principal amounts totaling $6,408 (the “Note”) that bears a 3.00% interest rate. On February 1, 2023, the Company re-negotiated these notes into one note with a maturity date of March 1, 2025 and is non-interest bearing. The Company issued 23,200,857 shares of common stock as settlement for the accrued interest of $81,204. During the year ended December 31, 2023, the Company made a payment of $30,000 towards the principal balance. As of March 31, 2024, the gross balance of the note was $422,618.

D. D’Ambrosio (Immediate Family Member of Director) – On January 1, 2024, the Company issued an unsecured Short-Term Promissory Notes to D. D’Ambrosio in principal amounts totaling $32,895 (the “Note”) for the two Notes issued from April through December 2023, which had expired. The Note bears a 5.00% interest rate and matures on December 31, 2023. As of March 31, 2024, the gross balance of the note was $32,895 and accrued interest was $4,934.

D. D’Ambrosio (Immediate Family Member of Director) – On January 8, 2024, the Company issued an unsecured Short-Term Promissory Notes to D. D’Ambrosio in principal amounts totaling $22,695 (the “Note”), which bears a 5.00% interest rate and matures on January 31, 2025. As of March 31, 2024, the gross balance of the note was $22,695 and accrued interest was $2,270.

D. D’Ambrosio (Immediate Family Member of Director) – On March 15, 2024, the Company issued an unsecured Short-Term Promissory Notes to D. D’Ambrosio in principal amounts totaling $6,000 (the “Note”), which bears a 5.00% interest rate and matures on March 31, 2025.  As of March 31, 2024, the gross balance of the note was $6,000 and accrued interest was $0.

Francis E. Rich (Immediate Family Member of Director) – On January 1, 2023, there were two notes outstanding with outstanding balance of the Notes of $100,000 and accrued interest of $47,500. On February 1, 2023, the Company re-negotiated these notes into one note with a maturity date of March 1, 2025 and is non-interest bearing. The Company issued 16,428,571 shares of common stock as settlement for the accrued interest of $57,500. As of March 31, 2024, the gross balance of the notes was $100,000.

Pine Valley Investments, LLC (Affiliate – Controlled by Significant Shareholder) – On January 1, 2023, there were three Notes outstanding with outstanding balance of the Notes of $295,000 and accrued interest of $115,250. On February 1, 2023, the Company re-negotiated these notes into one note with a maturity date of March 1, 2025 and is non-interest bearing. The Company issued 32,928,571 shares of common stock as settlement for the outstanding accrued interest of $115,250. As of March 31, 2024, the gross balance of the notes was $295,000.

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Whit Cluff (Affiliate – Director) – On March 28, 2024, the Company issued an unsecured Short-Term Promissory Note to Cluff-Rich PC 401K in the principal amount of $10,300 (the “Note”) due on April 30, 2025 and bears a 5.0% interest rate. As of March 31, 2024, the gross balance of the note was $10,300 and accrued interest was $515.

Typically, any gains or losses on the extinguishment of debts are reported on the statement of operations. However, since all of the debts in this section are related parties, the gains or losses on the extinguishment of debts have been recorded as additional paid-in capital instead of gains or losses.

9. Convertible Notes Payable

Convertible notes payable were comprised of the following as of March 31, 2024 and December 31, 2023:

Convertible Notes Payable	March 31, 2024			December 31, 2023
1800 Diagonal Lending	$	95,074		$	77,701
Total Convertible Notes Payable		95,074			77,701
Less Unamortized Discount		(66,221	)		(40,161	)
Total Convertible Notes Payable, Net of Unamortized Debt Discount		28,853			37,540
Less Short-Term Convertible Notes Payable		(28,853	)		(37,540	)
Total Long-Term Convertible Notes Payable, Net of Unamortized Debt Discount	$	-		$	-

1800 Diagonal Lending LLC – On September 12, 2023, the Company issued an unsecured Convertible Promissory Note (“Note”) to 1800 Diagonal Lending, LLC (“1800”), in the principal amount of $116,550 (the “Note”) due on June 15, 2024 and bears 11% per annum interest, due at maturity. The total net proceeds the Company received was $100,000 (less an original issue discount (“OID”) of $16,550). The Note is convertible into common stock, at holder’s option, at a 25% discount of the average of the three lowest trading price of the common stock during the 10 trading day period prior to conversion. Beginning in October 2023, the Company paid $86,247 towards the principal balance of $77,698 and $8,549 in accrued interest. Beginning in September 2023, the Company has amortized $48,338 of debt discount as interest expense. As of March 31, 2024, the gross balance of the note was $38,852 and accrued interest was $4,273.

1800 Diagonal Lending LLC – On January 23, 2024, the Company issued an unsecured Convertible Promissory Note (“Note”) to 1800 Diagonal Lending, LLC (“1800”), in the principal amount of $63,250 (the “Note”) due on October 30, 2024 and bears 12% per annum interest, due at maturity. The total net proceeds the Company received was $50,000 (less an original issue discount (“OID”) of $13,250). The Note is convertible into common stock, at holder’s option, at a 25% discount of the average of the three lowest trading price of the common stock during the 10 trading day period prior to conversion. During the three months ended March 31, 2024, the Company paid $7,871 towards the principal balance of $7,028 and $843 in accrued interest. For the three months ended March 31, 2024, the Company amortized $15,306 of debt discount to current period operations as interest expense. As of March 31, 2024, the gross balance of the note was $56,222 and accrued interest was $6,747.

10. Related Party Transactions

Consulting Agreement – In February 2014, the Company entered into a consulting agreement with a stockholder/director. The Company agreed to pay $18,000 per month for twelve months. This agreement was renegotiated in October 2017 and the Company agreed to pay the stockholder/director $25,000 per month starting in October 2017. This agreement was superseded by an Employment Agreement as of April 1, 2019 (see Employment Agreements below). As of March 31, 2024, there is $861,788 in deferred salaries in accounts payable and accrued liabilities.

Mr. Cluff currently serves as a director of the Company and has a separate agreement as a consultant of the Company effective as of October 2, 2015.

Employment Agreements – The Company has an employment agreement with its chief executive officer, Trent D’Ambrosio. The employment agreement was effective as of April 1, 2019 and provides for compensation of $300,000 annually.

Notes Payable – The Company took two short-term notes payable from Debra D’ambrosio, an immediate family member related party during the three months ended March 31, 2024. The Company received $28,695 in cash from related parties on notes payable. The Company took one long-term note payable from Whit Cluff, a director during the three months ended March 31, 2024. Whit paid expenses of the Company for $10,300 (See Note 8 for more details).

Accounts Payable – Two officers/directors of the Company have been paying expenses for the Company on their personal credit cards. The Company has recorded these expenses and accrued the amounts in accounts payable to the individuals. As of March 31, 2024, there is $117,794 in accounts payable and accrued liabilities.

12. Commitments and Contingencies

Litigation

The Company at times is subject to other legal proceedings that arise in the ordinary course of business. The following is a summary of pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations of the Company.

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On March 4, 2024, the Company filed a lawsuit against Mother Lode Mining, Inc., a Canadian company, and Robert Salna (the “Defendants"), alleging an amount of not less than $2,237,800 (plus interest, additional costs and attorneys’ fees) due from Defendants as a result of their breach of their obligations and duties arising from the sale of Compañía Minera Cerros Del Sur, S.A. de C.V. in 2023 (the “Sale”). In the complaint, filed in the United States District Court for the District of Utah, Central Division, the Company asserts claims related to alleged breach of contract and unjust enrichment against the Defendants, and seeks a monetary judgment and an award of attorneys’ fees and other expenses. The complaint arises from the Defendants’ failure to convey agreed-upon consideration to the Company as contracted for the sale of CMCS. The Company intends to pursue the lawsuit aggressively. Despite several attempts, the Company has not yet effected service of process on Mother Lode Mining, Inc.

On January 18, 2023, the Company negotiated a settlement with Antilles Family Office, LLC through which the Company paid $1,200,000 to Antilles and the remaining balance of $1,873,532 and the accrued interest of $3,695,059 under the original Secured Redeemable Convertible Promissory Note was forgiven.

The Company’s former subsidiary, Compañía Minera Clavo Rico, S.A. de C.V., has been served with a lawsuit filed by SAR, the taxing authority in Honduras, alleging additional tax liability due. The Complaint alleges that HNL7,186,151,96 lempires are due in a demand for execution of a forced extrajudicial title. The Company had accrued $256,674 in this matter, but the liability was extinguished with the sale of the subsidiary.

In the opinion of management, as of March 31, 2024, the amount of ultimate liability with respect to such matters, if any, may be likely to have a material impact on the Company’s business, financial position, results of operations or liquidity. However, as the outcome of litigation and other claims is difficult to predict significant changes in the estimated exposures could exist.

On September 22, 2023, the Company entered into a consulting agreement with William McCluskey. This agreement requires the Company to pay $200,000 in consulting fees to William McCluskey before March 31, 2025. This amount is currently reported in accounts payable at March 31, 2024. 

13. Discontinued Operations

During the year ended December 31, 2022, the Company decided to discontinue all of its operating activities. Based on that decision, the Company’s board of directors committed to a plan to sell the CMCS entity operating the mine in Honduras. On January 24, 2023, the Company sold its CMCS entity and all mine operations in Honduras.

In accordance with the provisions of ASC 205-20, the Company has zero reported assets and liabilities of the discontinued operations (held for sale) in the consolidated balance sheets as of March 31, 2024 and December 31, 2023.

In accordance with the provisions of ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the consolidated statements of operations and comprehensive loss. The results of operations from discontinued operations for the three months ended March 31, 2024 and 2023 have been reflected as discontinued operations in the consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, and consist of the following.

	Three Months Ended
	March 31, 2024		March 31, 2023
Precious Metals Income	$	-	$	-
Cost of goods sold		-		315,152
Gross profit		-		(315,152	)
OPERATING EXPENSES OF DISCONTINUED OPERATIONS:
General and administrative		-		181,519
Depreciation and amortization		-		212
		-		181,731
OPERATING INCOME (LOSS) OF DISCONTINUED OPERATIONS		-		(496,883	)
OTHER (INCOME) EXPENSE OF DISCONTINUED OPERATIONS
Interest expense		-		698
		-		698
INCOME (LOSS) BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS		-		(497,581	)
Provision for income taxes of discontinued operations		-		-
NET INCOME (LOSS) OF DISCONTINUED OPERATIONS	$	-	$	(497,581	)

The Company recognized a gain on the sale of mine property in discontinued operations of $7,154,653 during the three months ended March 31, 2023. This gain was comprised of the Company’s investments in the subsidiaries and any inter-company loans that were provided to or from the subsidiaries. This gain was reported as a separate line item in discontinued operations in the consolidated statements of operations and comprehensive loss.

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In accordance with the provisions of ASC 205-20, the Company has separately reported the cash flow activity of the discontinued operations in the consolidated statements of cash flows. The cash flow activity from discontinued operations for the three months ended March 31, 2024 and 2023 have been reflected as discontinued operations in the consolidated statements of cash flows for the three months ended March 31, 2024 and 2023, and consist of the following.

	Three Months Ended
	March 31, 2024		March 31, 2023
DISCONTINUED OPERATING ACTIVITIES
Net loss	$	-	$	(497,581	)
Depreciation expense		-		4,259
Changes in operating assets and liabilities:
Trade receivables		-		91
Inventories		-		(12,981	)
Prepaid expenses and other current assets		-		(34,670	)
Accounts payable and accrued liabilities		-		(294,243	)
Accounts payable and accrued liabilities - related parties		-		834,659
Net cash provided by operating activities of discontinued operations	$	-	$	(466	)
INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS
Purchase of property, plant and equipment	$	-	$	(652	)
Net cash provided by (used in) investing activities of discontinued operations	$	-	$	(652	)

14. Subsequent Events

Management has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events,” through the date which the financial statements were available to be issued and there are no material subsequent events.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

The statements contained in the following MD&A and elsewhere throughout this Quarterly Report on Form 10-Q, including any documents incorporated by reference, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are based on the best judgment of our management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 10-K and 10-Q.

We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.

This discussion should be read in conjunction with our financial statements on our 2023 Form 10-K, and our financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.

Introduction to Interim Consolidated Financial Statements.

The interim consolidated financial statements included herein have been prepared by Inception Mining Inc. (“Inception Mining” or the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). Certain information and footnote disclosure normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These interim consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in this filing.

In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the consolidated financial position of the Company and subsidiaries as of March 31, 2024, the results of its consolidated statements of operations and comprehensive income (loss) for the three-month periods ended March 31, 2024 and 2023, and its consolidated cash flows for the three-month periods ended March 31, 2024 and 2023. The results of consolidated operations for the interim periods are not necessarily indicative of the results for the full year.

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Overview and Plan of Operation

Overview

We are a mining company that was formed in Nevada on July 2, 2007. Historically operated two mining projects and currently operate as a consultant and advisor to the mining industry. Additionally, we have been engaged in the production of precious metals. From 2013 to 2020, the Company owned certain real property and the associated exploration permits and mineral rights commonly known as the UP and Burlington Gold Mine in Idaho (“UP and Burlington”). From 2015 through January 24, 2023, the Company operated the Clavo Rico mine in Honduras through its wholly-owned subsidiary, Compañía Minera Cerros del Sur, S.A de C.V. (“CMCS”) and other mining concessions. The Clavo Rico mine’s workings include several historical underground mining operations dating back to the early Mayan and Spanish occupation, and the primary mine operated through 2022 is located on the 200-hectare Clavo Rico Concession, located in southern Honduras.

2023 Divestiture of the Clavo Rico Mine

On January 12, 2023, Inception Mining, Inc. (the “Company”) entered into a non-binding Letter of Intent (the “LOI”) with Mother Lode Mining, Inc. (“MLM”). The LOI became binding on January 24, 2023 when the final installment of initial payment set forth under the LOI was received by the Company.

17

Pursuant to the terms of the LOI, the Company agreed to sell all of the shares of its wholly-owned subsidiary, Compañía Minera Cerros Del Sur, S.A. de C.V. (“CMCS”), to MLM. CMCS is the Honduran-based company that owns the Clavo Rico mine.

The purchase price for the sale of CMCS by the Company to MLM consisted of the following cash consideration (a) $280,000 was delivered by MLM to the Company on January 3, 2023 to pay outstanding debts owed by the Corporation; (b) $300,000 was delivered by MLM to the Company on January 5, 2023 to satisfy existing debts of the Company; (c) $100,000 was delivered by MLM to the Company on January 16, 2023; (d) $200,000 was delivered by MLM to the Company on January 17, 2023; (e) $1,200,000 was delivered by MLM to the Company on January 18, 2023, to pay a settlement amount for existing debt of the Company; (f) $500,000 was delivered by MLM to the Company on January 23, 2023, to satisfy existing debts of the Company; (g) $500,000 was delivered by MLM to the Corporation on January 24, 2023 to satisfy existing debts of the Corporation.

In addition to the amounts already delivered under the LOI, an additional amount of $2,620,0000 shall be paid by MLM to the Company over a period of twenty-four (24) months (the “Monthly Payments”). The Monthly Payments shall be paid as follows: (i) $25,000 due March 1, 2023, (ii) $50,000 due on the first day of each of April, May and June 2023, and (iii) $100,000 due on the first day of each month for the following twenty months, until February 1, 2025 at which point all amounts due and payable hereunder shall be delivered in a final balloon payment. Outstanding balances and missed Monthly Payments will be secured by a 10% NSR on the Clavo Rico mine production until the Monthly Payments are delivered and the purchase price is paid in full. In addition to the Monthly Payments, the Company will receive a carried forward net profits interest royalty (“NPI”) of 5% on the Clavo Rico mine production until the total NPI paid to the Company is $1,000,000, subject to limited conditions.

Following the Closing of the LOI on January 24, 2023, the Company divested its ownership interest in CMCS and its interests in the Clavo Rico mine, resulting in the transfer of operations to Mother Lode Mining and full control of the Clavo Rico mine asset.

Current Operations

Since the Divestiture of the Clavo Rico Mine, the Company has been operating as a consultant and advisor to the mining industry, including to Mother Lode Mining, the new owner of the Clavo Rico mine. It also has an ongoing financial interest in the Clavo Rico Mine under the LOI.

According to the LOI, the Company is entitled to receive $2,700,000 in cash payments through January 2025, with such payments secured by a ten percent net smelter royalty on the Clavo Rico Mine’s production.

The Company will also receive a carried forward net profits interest royalty of five percent of the Clavo Rico mine production until payment to the Company reaches $1,000,000, subject to reduction for certain limited Clavo Rico mine expenses.

Results of Operations

Three months ended March 31, 2024 compared to the three months ended March 31, 2023

We had net loss of $256,980 for the three-month period ended March 31, 2024, and a net income of $15,283,733 for the three-month period ended March 31, 2023. This change in our results over the two periods is primarily the result of a decrease in interest expense of $124,288, the change of derivative liabilities of $3,221,460, the initial derivative expense of $57,116, a change in loss on extinguishment of debt of $5,897,425 and income from discontinued operations of $6,657,022. The following table summarizes key items of comparison and their related increase (decrease) for the three-month periods ended March 31, 2024 and 2023:

	Three Months Ended March 31,						Increase/
	2024			2023			(Decrease)
General and Administrative	$	123,737		$	291,811		$	(168,074	)
Depreciation and Amortization Expenses		181			179			2
Total Operating Expenses		123,918			291,990			(168,072	)
Income (Loss) from Operations		(123,918	)		(291,990	)		168,072
Change in Derivative Liabilities		(16,258	)		3,205,202			(3,221,460	)
Initial Derivative Expense		(57,116	)		-			(57,116	)
Loss on Extinguishment of Debt		-			5,897,425			(5,897,425	)
Interest Expense		(59,688	)		(183,976	)		124,288
Income (Loss) from Operations Before Taxes		(256,980	)		8,626,661			(8,883,641	)
Provision for Income Taxes		-			-			-
Net Income (Loss) from Continued Operations		(256,980	)		8,626,661			(8,883,641	)
Net Income (Loss) from Discontinued Operations		-			(497,581	)		497,581
Gain on Sale of Mine Property in Discontinued Operations		-			7,154,653			(7,154,653	)
Provision for Income Taxes on Discontinued Operations		-			-			-
Net Income (Loss) from Discontinued Operations		-			6,657,072			(6,657,072	)
Net Income (Loss)	$	(256,980	)	$	15,283,733		$	(15,540,713	)

18

Operating Expenses

Operating expenses for the three months ended March 31, 2024, and 2023 were $123,918 and $291,990, respectively. The decrease in operating expenses for 2024 compared to 2023 were comprised primarily of consulting expenses.

Other Income (Expenses)

Other income (expenses) for the three months ended March 31, 2024, and 2023 were ($133,062) and $8,918,651, respectively. The change in other income (expenses) of ($9,051,713) was made up of the change in derivative liabilities of $3,221,460, the change in gain on settlement of debt of $5,897,425, initial derivative expense of $57,116 and change in interest expense of ($124,288).

Net Income (Loss)

Net loss for the three months ended March 31, 2024, was $256,980 while the net income for the three months ended March 31, 2024 was $15,283,733.

Liquidity and Capital Resources

Our balance sheet as of March 31, 2024, reflects assets of $15,402. We had cash in the amount of $12 and working capital deficit in the amount of $2,678,040 as of March 31, 2024. Thus, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.

Working Capital

	March 31, 2024			December 31, 2023
Current assets	$	5,623		$	10,002
Current liabilities		2,683,663			1,576,349
Working capital deficit	$	(2,678,040	)	$	(1,566,347	)

We anticipate generating losses and, therefore, may be unable to continue operations in the future, if we don’t acquire additional capital and issue debt or equity or enter into a strategic arrangement with a third party.

Going Concern Consideration

As reflected in the accompanying unaudited condensed consolidated financial statements, the Company has an accumulated deficit of $29,170,562. In addition, there is a working capital deficit of $2,678,040 as of March 31, 2024. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

	Three Months Ended March 31,
	2024			2023
Net Cash Provided by (Used in) Operating Activities	$	(32,808	)	$	1,304,772
Net Cash Provided by (Used in) Investing Activities		-			(652	)
Net Cash Provided by (Used in) Financing Activities		32,818			(1,279,072	)
Effects of Exchange Rate Changes on Cash		-			1,105
Net Increase (Decrease) in Cash	$	10		$	26,153

Operating Activities

Net cash flow used in operating activities during the three months ended March 31, 2024 was $32,808, a decrease of $1,337,580 from the $1,304,772 net cash provided during the three months ended March 31, 2023. This decrease in the cash provided by operating activities was primarily due to the payments made towards the sale of mine property of $3,435,000 and the net gain from discontinued operations in 2023.

Investing Activities

Investing activities during the three months ended March 31, 2024 used $0, an increase of $652 from the $652 used in investing activities during the three months ended March 31, 2023.

19

Financing Activities

Financing activities during the three months ended March 31, 2024 provided cash of $32,818, an increase of $1,311,890 from the $1,279,072 used in financing activities during the three months ended March 31, 2023. During the three months ended March 31, 2024, the Company received $28,695 in proceeds from notes payable - related parties and $50,000 in proceeds from convertible note payable. The Company made $45,877 in payments on convertible notes payable. During the three months ended March 31, 2023, the Company received $6,408 in proceeds from notes payable - related parties. The Company made $39,000 in payments on notes payable – related parties and $1,246,480 in payments on convertible notes payable.

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

Costs of acquiring mining properties and any exploration and development costs are expensed as incurred unless proven and probable reserves exist, and the property is a commercially mineable property. Mine development costs incurred either to develop new gold and silver deposits, expand the capacity of operating mines, or develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant, and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

The Company capitalizes costs for mining properties by individual property and defers such costs for later amortization only if the prospects for economic productions are reasonably certain. Capitalized costs are expensed in the period when the determination has been made that economic production does not appear reasonably certain.

Recent Accounting Pronouncements

For recent accounting pronouncements, please refer to the notes to financial statements in Part I, Item 1 of this Quarterly Report.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to include disclosures under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of the period covered by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were not effective as of March 31, 2024.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

20

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such pending or threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

March 4, 2024, the Company filed a complaint against Mother Lode Mining, Inc., a Canadian company, and Robert Salna (the “Defendants"), alleging an amount of not less than $2,237,800 (plus interest, additional costs and attorneys’ fees) due from Defendants as a result of their breach of their obligations and duties arising from the sale of Compañía Minera Cerros Del Sur, S.A. de C.V. in 2023 (the “Sale”). In the complaint, filed in the United States District Court for the District of Utah, Central Division, the Company asserts claims related to alleged breach of contract and unjust enrichment against the Defendants, and seeks a monetary judgment and an award of attorneys’ fees and other expenses. The complaint arises from the Defendants’ failure to convey agreed-upon consideration to the Company as contracted for the sale of CMCS. The Company intends to pursue the lawsuit aggressively. Despite several attempts, the Company has not yet effected service of process on Mother Lode Mining, Inc.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to include disclosure under this item. We refer readers to our Form 10-K for additional risk factor disclosures.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable as the Company conducts no mining operations in the U.S. or its territories.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit Number	Exhibit Description
3.1	Articles of Incorporation (1)
3.2	Certificate of Amendment, effective March 5, 2010(2)
3.3	Certificate of Amendment, effective June 23, 2010(3)
3.4	Articles of Merger, effective May 17, 2013 (4)
3.5	Bylaws (1)
4.1	Form of Subscription Agreement entered by and between Inception Mining Inc. and Accredited Investors (5)
4.2	Securities Purchase Agreement with Typenex Co-Investment, LLC dated February 27, 2017(13)
4.3	Convertible Promissory Note issued to Typenex Co-Investment, LLC dated February 27, 2017(13)
4.4	Warrant to Purchase Shares of Common Stock issued to Labrys Fund LP dated March 7, 2017(13)
4.5	Convertible Promissory Note issued to Labrys Fund LP dated March 7, 2017(13)
4.6	Securities Purchase Agreement with Labrys Fund LP dated March 7, 2017 (13)
4.7	Convertible Promissory Note issued to Power Up Lending Group Ltd. on April 21, 2017(14)
4.8	Securities Purchase Agreement with Power Up Lending Group Ltd. dated April 21, 2017 (14)
10.1	Asset Purchase Agreement dated February 25, 2013, by and between Gold American, its majority shareholder Brett Bertolami, and its wholly-owned subsidiary, Inception Development Inc. on one hand, and Inception Resources, LLC on the other hand (6)
10.2	Employment Agreement by and between the Company and Michael Ahlin dated February 25, 2013 (6)
10.3	Employment Agreement by and between the Company and Whit Cluff dated February 25, 2013 (6)
10.4	Employment Agreement by and between the Company and Brian Brewer dated February 25, 2013 (6)
10.5	Employment Agreement with Michael Ahlin dated August 1, 2015 (11)
10.6	Consulting Agreement by and between the Company and Michael Ahlin dated January 1, 2017 (13)
10.8	Debt Exchange Agreement by and between Gold American Mining Corp. and Brett Bertolami dated February 25, 2013 (6)
10.9	Agreement by and between Crawford Cattle Company LLC, as seller, and, Inception Mining Inc., as Buyer dated as of August 30, 2013 (7)
10.10	Agreement and Plan of Merger dated August 4, 2015 (11)
10.11	Addendum to Agreement and Plan of Merger (11)

22

10.13	Joint Venture Agreement with Corpus Mining and Exploration, LTD dated as of October 1, 2017. (15)
10.14	Employment Agreement with Trent D’Ambrosio (16)
10.15	Note Purchase Agreement (16)
10.16	Senior Secured Redeemable Convertible Note (16)
10.17	Warrant (16)
10.18	Settlement Agreement with Antilles Family Office, LLC dated January 18, 2023 (17)
10.19	Letter of Intent with Mother Lode Mining, Inc. effective as of January 24, 2023 (18)
31.1*	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Schema Document
101.CAL	Inline XBRL Calculation Linkbase Document
101.DEF	Inline XBRL Definition Linkbase Document
101.LAB	Inline XBRL Label Linkbase Document
101.PRE	Inline XBRL Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.
(1)	Incorporated by reference from Form SB-2 filed with the SEC on October 31, 2007.
(2)	Incorporated by reference from Form 8-K filed with the SEC on March 10, 2010.
(3)	Incorporated by reference from Form 8-K filed with the SEC on June 28, 2010.
(4)	Incorporated by reference from Form 10-Q filed with the SEC on May 20, 2013.
(5)	Incorporated by reference from Form 8-K filed with the SEC on August 5, 2013.
(6)	Incorporated by reference from Form 8-K filed with the SEC on March 1, 2013.
(7)	Incorporated by reference from Form 8-K filed with the SEC on September 6, 2013.
(8)	Incorporated by reference from Form 10-Q filed with the SEC on June 20, 2014.

(9)	Incorporated by reference from Form 8-K filed with the SEC on March 12, 2014.
(10)	Incorporated by reference from Form 8-K filed with the SEC on October 7, 2014.
(11)	Incorporated by reference from Form 8-K filed with the SEC on October 7, 2015.
(12)	Incorporated by reference from the Form 10-K filed with the SEC on May 3, 2016.
(13)	Incorporated by reference from the Form 10-K filed with the SEC on April 17, 2017.
(14)	Incorporated by reference from the Form 10-Q filed with the SEC on May 16, 2017.
(15)	Incorporated by reference from the Form 8-K filed with the SEC on October 19, 2017.
(16)	Incorporated by reference from the Form S-1 filed with the SEC on June 2, 2019.
(17)	Incorporated by reference from the Form 8-K filed with the SEC on January 25, 2023.
(18)	Incorporated by reference from the Form 8-K filed with the SEC on February 8, 2023.

23

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	INCEPTION MINING INC.
Date: May 29, 2024	By:	/s/ Trent D’Ambrosio
	Name:	Trent D’Ambrosio
	Title:	Chief Executive Officer (Principal Executive Officer)
		Chief Financial Officer (Principal Financial and Accounting Officer)

24

EX-31.1

EXHIBIT 31.1

OFFICER’S CERTIFICATE

PURSUANT TO SECTION 302

I, Trent D’Ambrosio, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Inception Mining Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 29, 2024	By:	/s/ Trent D’Ambrosio
	Name:	Trent D’Ambrosio
	Title:	Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

OFFICER’S CERTIFICATE

PURSUANT TO SECTION 302

I, Trent D’Ambrosio, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Inception Mining Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 29, 2024	By:	/s/ Trent D’Ambrosio
	Name:	Trent D’Ambrosio
	Title:	Chief Financial Officer (Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Inception Mining Inc. (the “Company”) for the period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Trent D’Ambrosio, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 29, 2024	By:	/s/ Trent D’Ambrosio
	Name:	Trent D’Ambrosio
	Title:	Chief Executive Officer (Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Inception Mining Inc. (the “Company”) for the period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Trent D’Ambrosio, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 29, 2024	By:	/s/ Trent D’Ambrosio
	Name:	Trent D’Ambrosio
	Title:	Chief Financial Officer (Principal Accounting Officer)

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	Mar. 31, 2024	May 29, 2024
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Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		2,638,874,873
Entity File Number	000-55219
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	35-2302128
Entity Address Address Line 1	5330 South 900 East
Entity Address Address Line 2	Suite 280
Entity Address City Or Town	Murray
Entity Address State Or Province	UT
Entity Address Postal Zip Code	84117
City Area Code	801
Local Phone Number	312-8113
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

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Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 12	$ 2
Prepaid expenses and other current assets	5,611	10,000
Note receivable, net of allowance	0	0
Total Current Assets	5,623	10,002
Property, plant and equipment, net	3,077	3,258
Right of use operating lease asset	6,171	9,595
Other assets	531	531
Total Assets	15,402	23,386
Current Liabilities
Accounts payable and accrued liabilities	1,423,057	1,332,038
Accrued interest - related parties	7,719	0
Operating lease liability - current portion	6,171	9,595
Note payable - current portion	125,000	125,000
Notes payable - related parties	930,208	32,895
Convertible notes payable - net of discount	28,853	37,540
Derivative liabilities	162,655	39,281
Total Current Liabilities	683,663	1,576,349
Long-term notes payable - related parties, net of current portion	10,300	868,618
Total Liabilities	693,963	2,444,967
Commitments and Contingencies	0	0
Preferred stock, $0.00001 par value; 10,000,000 shares authorized, 51 shares issued and outstanding	1	1
Common stock, $0.00001 par value; 10,300,000,000 shares authorized, 2,638,874,873 shares issued and outstanding	26,389	26,389
Additional paid-in capital	26,465,611	26,465,611
Accumulated deficit	(29,170,562)	(28,913,582)
Total Stockholders' Deficit	(2,678,561)	(2,421,581)
Total Liabilities and Stockholders' Deficit	$ 15,402	$ 23,386

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Condensed Consolidated Balance Sheets
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	51	51
Preferred stock, shares outstanding	51	51
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	10,300,000,000	10,300,000,000
Common stock, shares issued	2,638,874,873	2,638,874,873
Common stock, shares outstanding	2,638,874,873	2,638,874,873

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Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating Expenses
General and administrative	$ 123,737	$ 291,811
Depreciation and amortization	181	179
Total Operating Expenses	123,918	291,990
Loss from Operations	(123,918)	(291,990)
Other Income/(Expenses)
Change in derivative liability	(16,258)	3,205,202
Initial derivative expense	(57,116)	0
Loss on extinguishment of debt	0	5,897,425
Interest expense	(59,668)	(183,976)
Total Other Income/(Expenses)	(133,062)	8,918,651
Net Income (Loss) from Operations before Income Taxes	(256,980)	8,626,661
Provision for Income Taxes	0	0
Net Income (Loss) from Continuing Operations	(256,980)	8,626,661
Net Loss from Discontinued Operations	0	(497,581)
Gain on Sale of Mine Property in Discontinued Operations	0	7,154,653
Net Income from Discontinued Operations	0	6,657,072
Net Income (Loss)	(256,980)	15,283,733
Net Loss - Non-Controlling Interest	0	(13,671)
Net Income (Loss) - Controlling Interest	$ (256,980)	$ 15,270,062
Net income (loss) per share - Continuing Operations - Basic and Diluted	$ (0.00)	$ 0.01
Net income (loss) per share - Discontinued Operations - Basic and Diluted	0	0.00
Net income (loss) per share - Basic	(0.00)	0.01
Net income (loss) per share - Diluted	$ (0.00)	$ 0.00
Weighted average number of shares outstanding during the period - Basic	2,638,874,873	1,694,827,331
Weighted average number of shares outstanding during the period - Diluted	2,638,874,873	431,989,839,251
Net Income (Loss)	$ (256,980)	$ 15,283,733
Other Comprehensive Income (Loss)
Exchange differences arising on translating foreign operations	0	(86,472)
Total Comprehensive Income (Loss)	$ (256,980)	$ 15,197,261

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Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock	Preferred Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Accumulated other comprehensive loss	Noncontrolling Interest
Balance, shares at Dec. 31, 2022		244,634,016	51
Balance, amount at Dec. 31, 2022	$ (34,131,043)	$ 2,446	$ 1	$ 8,152,715	$ (41,655,570)	$ (618,683)	$ (11,952)
Shares issued for services, shares		120,000,001
Shares issued for services, amount	122,286	$ 1,200	0	121,086	0	0	0
Shares issued with extinguishment of debt, shares		2,117,097,999
Shares issued with extinguishment of debt, amount	18,057,410	$ 21,171	0	18,036,239	0	0	0
Effects of sale of mine property	703,436	0	0	0	0	705,155	(1,719)
Foreign currency translation adjustment	(86,472)	0	0	0	0	(86,472)	0
Net income for the period	15,283,733	$ 0	$ 0	0	15,270,062	0	13,671
Balance, shares at Mar. 31, 2023		2,481,732,016	51
Balance, amount at Mar. 31, 2023	(50,650)	$ 24,817	$ 1	26,310,040	(26,385,508)	0	0
Balance, shares at Dec. 31, 2023		2,638,874,873	51
Balance, amount at Dec. 31, 2023	(2,421,581)	$ 26,389	$ 1	26,465,611	(28,913,582)	0	0
Net income for the period	(256,980)	$ 0	$ 0	0	(256,980)	0	0
Balance, shares at Mar. 31, 2024		2,638,874,873	51
Balance, amount at Mar. 31, 2024	$ (2,678,561)	$ 26,389	$ 1	$ 26,465,611	$ (29,170,562)	$ 0	$ 0

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows From Operating Activities:
Net income for the period	$ (256,980)	$ 15,283,733
Net Income (Loss) from discontinued operations	0	497,581
Gain on sale of mine property in discontinued operations	0	(7,154,653)
Adjustments to reconcile net income (loss) to net cash used in operations
Depreciation and amortization expense	181	179
Common stock issued for services	0	122,286
Loss on extinguishment of debt	0	(5,897,425)
Change in derivative liability	16,258	3,205,202
Initial derivative expense	57,116	0
Expenses paid in behalf of the company by related party	10,300	0
Amortization of right-of-use asset	3,424	3,314
Amortization of debt discount	37,190	15,643
Changes in operating assets and liabilities:
Other receivables	0	3,105,000
Prepaid expenses and other current assets	4,389	988
Accounts payable and accrued liabilities	87,595	(44,620)
Accounts payable and accrued liabilities - related parties	7,719	(1,421,586)
Net Cash Provided By (Used In) Continuing Operations	(32,808)	1,305,238
Net Cash Provided By (Used In) Discontinued Operations	0	(466)
Net Cash Provided By (Used In) Operating Activities	(32,808)	1,304,772
Cash Flows From Investing Activities:
Investing activities of discontinued operations	0	(652)
Net Cash Used In Investing Activities	0	(652)
Cash Flows From Financing Activities:
Repayment of notes payable-related parties	0	(39,000)
Repayment of convertible notes payable	(45,877)	(1,246,480)
Proceeds from notes payable-related parties	28,695	6,408
Proceeds from convertible notes payable	50,000	0
Net Cash Provided by Continuing Financing Activities	32,818	(1,279,072)
Effects of exchange rate changes on cash	0	1,105
Net Change in Cash	10	26,153
Cash at Beginning of Period	2	0
Cash at End of Period	12	26,153
Supplemental disclosure of cash flow information:
Cash paid for interest	5,117	146,248
Cash paid for taxes	0	0
Supplemental disclosure of non-cash investing and financing activities:
Note receivable acquired for sale of mine property	0	5,700,000
Common stock issued for settlement of notes payable - related parties	0	18,057,410
Recognition of debt discounts on convertible note payable	$ 63,250	$ 0

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Nature of Business

3 Months Ended

Mar. 31, 2024

Nature of Business

Nature of Business

1. Nature of Business

Inception Mining, Inc. (formerly known as Gold American Mining Corp.) was incorporated under the name of Golf Alliance Corporation and under the laws of the State of Nevada on July 2, 2007. Inception Mining, Inc. is a precious metal mineral acquisition, exploration and development company. Inception Development, Inc., its wholly owned subsidiary, was incorporated under the laws of the State of Idaho on January 28, 2013.

Golf Alliance Corporation pursued its original business plan to provide opportunities for golfers to play on private golf courses normally closed to them due to the membership requirements of the private clubs. During the year ended July 31, 2010, the Company decided to redirect its business focus toward precious metal mineral acquisition and exploration.

On March 5, 2010, the Company amended its articles of incorporation to (1) change its name to Silver America, Inc. and (2) increase its authorized common stock from 100,000,000 to 500,000,000. In 2020, the Company increased its authorized common stock from 500,000,000 to 800,000,000. In 2022, the Company increased its authorized common stock from 800,000,000 to 10,300,000,000.

On June 23, 2010, the Company amended its articles of incorporation to change its name to Gold American Mining Corp.

On November 21, 2012, the Company implemented a 200 to 1 reverse stock split. Upon effectiveness of the stock split, each shareholder canceled 200 shares of common stock for every share of common stock owned as of November 21, 2012. This reverse stock split was effective on February 13, 2013. All share and per share references have been retroactively adjusted to reflect this 200 to 1 reverse stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented.

On February 25, 2013, Gold American Mining Corp. and its majority shareholder (the “Majority Shareholder”), and its wholly owned subsidiary, Inception Development Inc. (the “Subsidiary”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Inception Resources, LLC, a Utah corporation (“Inception Resources”), pursuant to which Inception purchased the U.P. and Burlington Gold Mine in consideration of 16,000,000 shares of common stock of Inception, the assumption of promissory notes in the amount of $950,000 and the assignment of a 3% net royalty. Inception Resources was an entity owned by and under the control of the majority shareholder. This transaction was deemed an asset purchase by entities under common control. The Asset Purchase Agreement closed on February 25, 2013 (the “Closing”). Inception was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately prior to our acquisition of the gold mine pursuant to the terms of the Asset Purchase Agreement. As a result of such acquisition, the Company’s operations were then focused on the ownership and operation of the mine acquired from Inception Resources and the Company then ceased to be a shell company as it no longer has nominal operations. On February 21, 2020, the Company sold the Up & Burlington property and mineral rights to Ounces High Exploration, Inc. in exchange for $250,000 in cash consideration and 66,974,252 shares of common stock of Hawkstone Mining Limited, a publicly-trade Australian company.

On May 17, 2013, the Company amended its articles of incorporation to change its name to Inception Mining, Inc. (“Inception” or the “Company”).

On October 2, 2015, the Company consummated a merger with Clavo Rico Ltd. (“Clavo Rico”). Clavo Rico is a privately held Turks and Caicos company with principal operations in Honduras, Central America. Clavo Rico operates the Clavo Rico mining concession through its subsidiaries Compañía Minera Cerros del Sur, S.A de C.V. and Compañía Minera Clavo Rico, S.A. de C.V. and holds other mining concessions. Pursuant to the agreement, the Company issued 240,225,901 shares of common stock of Inception and assumed promissory notes in the amount of $5,488,980 and accrued interest of $3,434,426. Under this merger agreement, there was a change in control, and it was treated for accounting purposes as a reverse recapitalization with Clavo Rico, Ltd. being the surviving entity. Its workings include several historical underground operations dating back to the early Mayan and Spanish occupation.

On January 11, 2016, the Company implemented a 5.5 to 1 reverse stock split. This reverse stock split was effective on May 26, 2016. All share and per share references have been retroactively adjusted to reflect this 5.5 to 1 reverse stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented. Immediately before the Reverse Split, the Company had 266,669,980 shares of common stock outstanding. Immediately after the Reverse Split, the Company had 48,485,451 shares of common stock outstanding, pending fractional-share rounding-up calculations to adjust for the Reverse Split.

On January 12, 2023, Inception Mining, Inc. (the “Company”) entered into a non-binding Letter of Intent (the “LOI”) with Mother Lode Mining, Inc. (“MLM”). The LOI became binding on January 24, 2023. Pursuant to the terms of the LOI, the Company agreed to sell all of the shares of its wholly-owned subsidiary, Compañía Minera Cerros Del Sur, S.A. de C.V. (“CMCS”), to MLM. CMCS is the Honduran-based company that owns the Clavo Rico mine.

Since the divestiture of the Clavo Rico Mine, the Company has been operating as a consultant and advisor to the mining industry, including to Mother Lode Mining, the new owner of the Clavo Rico mine. It also has an ongoing financial interest in the Clavo Rico Mine under the LOI, with monthly payments due through February 2025 that are secured by a net smelter royalty.

COVID-19 - The challenges posed by the COVID-19 pandemic on the global economy increased significantly as the first quarter of 2020 progressed. COVID-19 has spread across the globe during 2020 and is impacting economic activity worldwide. In response to COVID-19, national and local governments around the world have instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter-in-place orders and recommendations to practice social distancing. Based on management’s assessment as of March 31, 2024, the ultimate impact of COVID-19 on the Company’s business, results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, which are uncertain and cannot be predicted at this time.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Going Concern - The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements during three months ended March 31, 2024, the Company recorded a net loss of $256,980 and used $32,808 in cash from operating activities. The Company has an accumulated net loss since inception of $29,170,562. In addition, there is a working capital deficiency of $2,678,040 and a stockholder’s deficiency of $2,678,561 as of March 31, 2024. These factors among others indicate that the Company may be unable to continue as a going concern for one year from the issuance of these financial statements. The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

Management is currently working to make changes that will result in profitable operations and to obtain additional funding sources to meet the Company’s need for cash during the next twelve months and beyond.

Principles of Consolidation - The accompanying consolidated financial statements include the accounts of Inception Mining, Inc. and its wholly owned subsidiaries, Inception Development, Corp., Clavo Rico Development Corp., Clavo Rico, Ltd. and Compañía Minera Cerros del Río, S.A. de C.V., and its controlling interest subsidiaries, Compañía Minera Cerros del Sur, S.A. de C.V. and Compañía Minera Clavo Rico, S.A. de C.V. up through the date of the sale on January 24, 2023 (collectively, the “Company”). All intercompany accounts have been eliminated upon consolidation through the date the subsidiaries were disposed of on January 24, 2023.

Basis of Presentation - The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.

Condensed Financial Statements - The interim consolidated financial statements included herein have been prepared by Inception Mining Inc. (“Inception Mining” or the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These interim consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in this filing and the Form 10-K for the year ended December 31, 2023 filed with the SEC on May 2, 2024.

In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the consolidated financial position of the Company and subsidiaries as of March 31, 2024, the results of its consolidated statements of operations and comprehensive income (loss) for the three-month periods ended March 31, 2024 and 2023, its condensed consolidated statement of stockholders’ deficit and its consolidated cash flows for the three-month periods ended March 31, 2024 and 2023. The results of consolidated operations for the interim periods are not necessarily indicative of the results for the full year.

Use of Estimates – In preparing financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenditures during the reported periods. Actual results could differ materially from those estimates. Estimates may include those pertaining to valuation of inventories and mineralized material on leach pads, the estimated useful lives and valuation of properties, plant and equipment, mineral rights and properties, deferred tax assets, convertible preferred stock, derivative assets and liabilities, reclamation liabilities, stock-based compensation and payments, and contingent liabilities.

Cash and Cash Equivalents - The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2024 and December 31, 2023, the Company had $12 and $2 in cash equivalents, respectively. The aggregate cash balance on deposit in these accounts is insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has never experienced any losses in such accounts.

Settlement of Contracts in Company’s Equity– In accordance with ASC 815-40-25, the Company must meet certain requirements in order to report contracts as equity versus liabilities. These requirements must be met by the Company or the contracts need to be reported as liabilities. The Company has adopted the sequencing approach as guidance on contracts that permit partial net share settlement. The Company evaluates the contracts based on the earliest issuance date. Currently, the Company doesn’t have any items that are reported as equity instead of liabilities.

Fair Value Measurements - The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk.

Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

The carrying value of the Company’s cash, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.

The fair value of financial instruments on March 31, 2024 are summarized below:

	Level 1		Level 2		Level 3		Total
Debt derivative liabilities	$	-	$	-	$	47,574	$	47,574
Total Liabilities	$	-	$	-	$	47,574	$	47,574

The fair value of financial instruments on December 31, 2023 are summarized below:

	Level 1		Level 2		Level 3		Total
Debt derivative liabilities	$	-	$	-	$	39,281	$	39,281
Total Liabilities	$	-	$	-	$	39,281	$	39,281

The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in Note 3. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed below are that of volatility and market price of the underlying common stock of the Company.

Notes Receivable - Notes receivable include amounts due to the Company pursuant to financial agreements stipulating interest rates, payment terms and maturity dates. As of March 31, 2024 and December 31, 2023, notes receivable balance includes one note due from Mother Load Mining, Inc. in the amounts of $2,219,442 and $2,219,442, respectively, net of reserves of $2,219,442 and $2,219,442 (see Note 4 – Note Receivable).

Long-Lived Assets - We review the carrying amount of our long-lived assets for impairment whenever there are negative indicators of impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flows.

Properties, Plant and Equipment - We record properties, plant and equipment at historical cost. We provide depreciation and amortization in amounts sufficient to match the cost of depreciable assets to operations over their estimated service lives or productive value. We capitalize expenditures for improvements that significantly extend the useful life of an asset. We charge expenditures for maintenance and repairs to operations when incurred. Depreciation is computed using the straight-line method over estimated useful lives as follows:

Building	7 to 15 years
Vehicles and equipment	3 to 7 years
Processing and laboratory	5 to 15 years
Furniture and fixtures	2 to 3 years

Stock Issued for Goods and Services - Common and preferred shares issued for goods and services are valued based upon the fair market value of our common stock or the goods and services received.

Stock-Based Compensation - For stock-based transactions, compensation expense is recognized over the requisite service period, which is generally the vesting period, based on the estimated fair value on the grant date of the award.

Income (Loss) per Common Share - Basic net income (loss) per common share is computed by dividing net income (loss), less the preferred stock dividends, by the weighted average number of common shares outstanding. Dilutive income (loss) per share includes any additional dilution from common stock equivalents, such as stock options and warrants, and convertible instruments, if the impact is not antidilutive. 151,563,371 common share equivalents have been excluded from the diluted loss per share calculation for the three-month period ended March 31, 2024, because it would be anti-dilutive.

The following tables summaries the changes in the net earnings per common share for the three-month periods ended March 31, 2024 and 2023:

	For the Three Months Ended
Numerator	March 31, 2024			March 31, 2023
Net Income (Loss) - Controlling Interest	$	(256,980	)	$	15,270,062
Gain on Extinguishment of Debt		-			(5,897,425	)
Interest Expense		-			66,166
Change in Derivative Liabilities		-			(3,220,312	)
Adjusted Net Income (Loss) - Controlling Interest	$	(256,980	)	$	6,218,491
Denominator	Shares			Shares
Basic Weighted Average Number of Shares Outstanding during Period		2,638,874,873			1,694,827,331
Dilutive Shares		-			430,295,011,920
Diluted Weighted Average Number of Shares Outstanding during Period		2,638,874,873			431,989,839,251
Diluted Net Income (Loss) per Share	$	(0.00	)	$	0.00

Other Comprehensive Income (Loss) – Other Comprehensive income (loss) is made up of the exchange differences arising on translating foreign operations and the net loss for the three-month period ending March 31, 2023.

Derivative Liabilities - Derivative liabilities are recorded at fair value when issued and the subsequent change in fair value each period is recorded in other income (expense) in the consolidated statements of operations. We do not hold or issue any derivative financial instruments for speculative trading purposes.

Income Taxes - The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid. Significant judgments and estimates are required in determining the consolidated income tax expense.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company develops assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates that the Company is using to manage the underlying businesses. The Company provides a valuation allowance for deferred tax assets for which the Company does not consider realization of such deferred tax assets to be more likely than not.

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows or financial position.

Business Segments – The Company operates in one segment and therefore segment information is not presented.

Operating Lease – The Company leases its corporate headquarters and administrative offices in Salt Lake City, Utah. This lease expires in August 2024.

The supplemental balance sheet information related to the operating lease for the periods is as follows:

	March 31, 2024		December 31, 2023
Operating leases
Long-term right-of-use assets	$	6,171	$	9,595
Short-term operating lease liabilities	$	6,171	$	9,595
Long-term operating lease liabilities		-		-
Total operating lease liabilities	$	6,171	$	9,595

Maturities of the Company’s undiscounted operating lease liabilities are as follows:

The Company made cash payments of $3,732 and $3,987 for the three months ended March 31, 2024 and 2023, respectively. The Company incurred rent expense of $3,424 and $3,700 for the three months ended March 31, 2024 and 2023, respectively.

Non-Controlling Interest Policy – Non-controlling interest (NCI) is the portion of equity ownership in a subsidiary not attributable to the parent company, who has a controlling interest and consolidates the subsidiary’s financial results with its own. The amount of equity relating to the non-controlling interest is separately identified in the equity section of the balance sheet and the amount of the net income (loss) relating to the non-controlling interest is separately identified on the statement of operations.

Recently Issued Accounting Pronouncements – From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

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Derivative Financial Instruments

3 Months Ended

Mar. 31, 2024

Derivative Financial Instruments

Derivative Financial Instruments

3. Derivative Financial Instruments

The Company follows the guidance in ASC 825-10 which defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of March 31, 2024:

	Debt Derivative Liabilities
Balance, December 31, 2023	$	39,281
Transfers in upon initial fair value of derivative liabilities		107,116
Change in fair value of derivative liabilities		16,258
Balance, March 31, 2024	$	162,655

Derivative Liabilities – The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date.

At March 31, 2024, the Company marked to market the fair value of the debt derivatives and determined a fair value of $162,655. The Company recorded a loss from change in fair value of debt derivatives of $16,258 and an initial derivative expense of $57,116 for the period ended March 31, 2024. The fair value of the embedded derivatives was determined using the Monte Carlo Pricing Model. The Monte Carlo Pricing Model was based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 435.2%  (3) weighted average risk-free interest rate of 5.18% to 5.32% (4) expected life of 0.21 to 0.58 years, and (5) the quoted market price of the Company’s common stock at each valuation date.

Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.

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Note Receivable

3 Months Ended

Mar. 31, 2024

Note Receivable

Note Receivable

4. Note Receivable

On January 12, 2023, Inception Mining, Inc. (the “Company”) entered into a non-binding Letter of Intent (the “LOI”) with Mother Lode Mining, Inc. (“MLM”). The LOI became binding on January 24, 2023 when the final installment of initial payment set forth under the LOI was received by the Company. Pursuant to the terms of the LOI, the Company agreed to sell all of the shares of its wholly-owned subsidiary, Compañía Minera Cerros Del Sur, S.A. de C.V. (“CMCS”), to MLM. CMCS is the Honduran-based company that owns the Clavo Rico mine.

The purchase price for the sale of CMCS by the Company to MLM consisted of the following cash consideration (a) $280,000 was delivered by MLM to the Company on January 3, 2023 to pay outstanding debts owed by the Corporation; (b) $300,000 was delivered by MLM to the Company on January 5, 2023 to satisfy existing debts of the Company; (c) $100,000 was delivered by MLM to the Company on January 16, 2023; (d) $200,000 was delivered by MLM to the Company on January 17, 2023; (e) $1,200,000 was delivered by MLM to the Company on January 18, 2023, to pay a settlement amount for existing debt of the Company; (f) $500,000 was delivered by MLM to the Company on January 23, 2023, to satisfy existing debts of the Company; (g) $500,000 was delivered by MLM to the Corporation on January 24, 2023 to satisfy existing debts of the Corporation.

In addition to the amounts already delivered under the LOI, an additional amount of $2,620,000 shall be paid by MLM to the Company over a period of twenty-four (24) months (the “Monthly Payments”). The Monthly Payments shall be paid as follows: (i) $25,000 due March 1, 2023, (ii) $50,000 due on the first day of each of April, May and June 2023, and (iii) $100,000 due on the first day of each month for the following twenty months, until February 1, 2025 at which point all amounts due and payable hereunder shall be delivered in a final balloon payment. The Company has received several payments leaving an outstanding balance of $2,219,442 as of March 31, 2024. MLM is currently $340,000 behind on payments. Outstanding balances and missed Monthly Payments will be secured by a 10% NSR on the Clavo Rico mine production until the Monthly Payments are delivered and the purchase price is paid in full. In addition to the Monthly Payments, the Company will receive a carried forward net profits interest royalty (“NPI”) of 5% on the Clavo Rico mine production until the total NPI paid to the Company is $1,000,000, subject to limited conditions. However, the Company has elected to create an allowance for doubtful collection of this note for the full outstanding balance of $2,219,442 as of March 31, 2024.

The following table summarizes the note receivable of the Company as of March 31, 2024 and December 31, 2023:

	March 31, 2024			December 31, 2023
Note Receivable from Mother Load Mining, Inc. pursuant to a Letter of Intent dated effective January 12, 2023, in the original principal amount of $5,700,000, accruing no interest, with monthly payments beginning on March 31, 2023, maturing February 1, 2025.	$	2,219,442		$	2,700,000
Less: Payments received		-			(480,558	)
Total Note Receivable outstanding		2,219,442			2,219,442
Less: Allowance for Doubtful Note Receivable		(2,219,442	)		(2,219,442	)
Total Note Receivable	$	-		$	-

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Properties Plant and Equipment Net

3 Months Ended

Mar. 31, 2024

Properties Plant and Equipment Net

Properties, Plant and Equipment, Net

5. Properties, Plant and Equipment, Net

Properties, plant and equipment at March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024			December 31, 2023
Machinery and Equipment	$	25,368		$	25,368
Office Equipment and Furniture		1,627			1,627
		26,995			26,995
Less Accumulated Depreciation		(23,918	)		(23,737	)
Total Property, Plant and Equipment	$	3,077		$	3,258

During the nine months ended March 31, 2024 and 2023, the Company recognized depreciation expense of $181 and $179, respectively.

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Accounts Payable and Accrued Liabilities

3 Months Ended

Mar. 31, 2024

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

6. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities at March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024		December 31, 2023
Accounts Payable	$	368,111	$	348,902
Accrued Liabilities		994,035		913,887
Accrued Salaries and Benefits		60,911		69,249
Total Accrued Liabilities	$	1,423,057	$	1,332,038

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Notes Payable

3 Months Ended

Mar. 31, 2024

Notes Payable

Notes Payable

7. Notes Payable

Notes payable were comprised of the following as of March 31, 2024 and December 31, 2023:

Notes Payable	March 31, 2024			December 31, 2023
Phil Zobrist	$	60,000		$	60,000
Antczak Polich Law LLC		65,000			65,000
Total Notes Payable		125,000			125,000
Less Short-Term Notes Payable		(125,000	)		(125,000	)
Total Long-Term Notes Payable	$	-		$	-

Phil Zobrist – On January 11, 2013, the Company issued an unsecured Promissory Note to Phil Zobrist in the principal amount of $60,000 (the “Note”) due on demand and bearing 0% per annum interest. The total net proceeds the Company received was $60,000. On October 2, 2015, the Company entered into a new convertible note with Phil Zobrist that matures on December 31, 2016 and bears 18% per annum interest. The Company agreed to accrue interest from inception of these Notes in the amount of $29,412 and charged this amount to interest expense during the year ended December 31, 2015. The Note is convertible into common stock, at holder’s option, at a price of $0.99 (0.18 pre-split) or a 50% discount to the average of the three lowest VWAP of the common stock during the 20-trading day period prior to conversion. On October 2, 2016, the Company renegotiated the note payable. The convertible feature was removed, and the note was extended until December 31, 2024. The Company recognized a gain on the extinguishment of debt of $121,337 for the remaining derivative liability and of $11,842 for the remaining debt discount. As of March 31, 2024, the gross balance of the note was $60,000 and accrued interest was $121,226.

Antczak Polich Law, LLC – On March 21, 2023, the Company issued an unsecured Promissory Note (“Note”) to Antczak Polich Law, LLC (“Antczak”), in the principal amount of $75,000 (the “Note”) and does not accrue interest. This note is due on December 31, 2023 and requires monthly payments of $10,000 starting July 2023 with any remaining balance paid in full by December 31, 2023. The Company made one payment of $10,000 during the fiscal year ended December 31, 2023. As of March 31, 2024, the gross balance of the note was $65,000.

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Notes Payable Related Parties

3 Months Ended

Mar. 31, 2024

Notes Payable Related Parties

Notes Payable - Related Parties

8. Notes Payable – Related Parties

Notes payable – related parties were comprised of the following as of March 31, 2024 and December 31, 2023:

Notes Payable - Related Parties	Relationship	March 31, 2024			December 31, 2023
Cluff-Rich PC 401K	Affiliate - Controlled by Director		51,000			51,000
Debra D'ambrosio	Immediate Family Member		484,208			455,513
Francis E. Rich	Immediate Family Member		100,000			100,000
Pine Valley Investments	Affiliate - Controlled by Significant Shareholder		295,000			295,000
Whit Cluff	Affiliate - Director		10,300			-
Total Notes Payable - Related Parties			940,508			901,513
Less Short-Term Notes Payable - Related Parties			(930,208	)		(32,895	)
Total Long-Term Notes Payable - Related Parties		$	10,300		$	868,618

Cluff-Rich PC 401K (Affiliate – Controlled by Director) – On June 29, 2022, the Company issued an unsecured Short-Term Promissory Note to Cluff-Rich PC 401K in the principal amount of $60,000 (the “Note”) due on December 31, 2022 and bears a 5.0% interest rate. On February 1, 2023, the Company re-negotiated this note which extended it to March 1, 2025 and made it non-interest bearing. The Company issued 5,142,857 shares of common stock as settlement for the accrued interest of $18,000. During the fiscal year ended December 31, 2023, the Company made a payment of $9,000 towards the principal balance. As of March 31, 2024, the gross balance of the notes was $51,000.

D. D’Ambrosio (Immediate Family Member of Director) – On January 1, 2023, there were six notes outstanding with outstanding balance of the Notes of $446,210 and accrued interest of $81,204. During January 2023, the Company has issued an unsecured Short-Term Promissory Notes to D. D’Ambrosio in principal amounts totaling $6,408 (the “Note”) that bears a 3.00% interest rate. On February 1, 2023, the Company re-negotiated these notes into one note with a maturity date of March 1, 2025 and is non-interest bearing. The Company issued 23,200,857 shares of common stock as settlement for the accrued interest of $81,204. During the year ended December 31, 2023, the Company made a payment of $30,000 towards the principal balance. As of March 31, 2024, the gross balance of the note was $422,618.

D. D’Ambrosio (Immediate Family Member of Director) – On January 1, 2024, the Company issued an unsecured Short-Term Promissory Notes to D. D’Ambrosio in principal amounts totaling $32,895 (the “Note”) for the two Notes issued from April through December 2023, which had expired. The Note bears a 5.00% interest rate and matures on December 31, 2023. As of March 31, 2024, the gross balance of the note was $32,895 and accrued interest was $4,934.

D. D’Ambrosio (Immediate Family Member of Director) – On January 8, 2024, the Company issued an unsecured Short-Term Promissory Notes to D. D’Ambrosio in principal amounts totaling $22,695 (the “Note”), which bears a 5.00% interest rate and matures on January 31, 2025. As of March 31, 2024, the gross balance of the note was $22,695 and accrued interest was $2,270.

D. D’Ambrosio (Immediate Family Member of Director) – On March 15, 2024, the Company issued an unsecured Short-Term Promissory Notes to D. D’Ambrosio in principal amounts totaling $6,000 (the “Note”), which bears a 5.00% interest rate and matures on March 31, 2025.  As of March 31, 2024, the gross balance of the note was $6,000 and accrued interest was $0.

Francis E. Rich (Immediate Family Member of Director) – On January 1, 2023, there were two notes outstanding with outstanding balance of the Notes of $100,000 and accrued interest of $47,500. On February 1, 2023, the Company re-negotiated these notes into one note with a maturity date of March 1, 2025 and is non-interest bearing. The Company issued 16,428,571 shares of common stock as settlement for the accrued interest of $57,500. As of March 31, 2024, the gross balance of the notes was $100,000.

Pine Valley Investments, LLC (Affiliate – Controlled by Significant Shareholder) – On January 1, 2023, there were three Notes outstanding with outstanding balance of the Notes of $295,000 and accrued interest of $115,250. On February 1, 2023, the Company re-negotiated these notes into one note with a maturity date of March 1, 2025 and is non-interest bearing. The Company issued 32,928,571 shares of common stock as settlement for the outstanding accrued interest of $115,250. As of March 31, 2024, the gross balance of the notes was $295,000.

Whit Cluff (Affiliate – Director) – On March 28, 2024, the Company issued an unsecured Short-Term Promissory Note to Cluff-Rich PC 401K in the principal amount of $10,300 (the “Note”) due on April 30, 2025 and bears a 5.0% interest rate. As of March 31, 2024, the gross balance of the note was $10,300 and accrued interest was $515.

Typically, any gains or losses on the extinguishment of debts are reported on the statement of operations. However, since all of the debts in this section are related parties, the gains or losses on the extinguishment of debts have been recorded as additional paid-in capital instead of gains or losses.

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Convertible Notes Payable

3 Months Ended

Mar. 31, 2024

Convertible Notes Payable

Convertible Notes Payable

9. Convertible Notes Payable

Convertible notes payable were comprised of the following as of March 31, 2024 and December 31, 2023:

Convertible Notes Payable	March 31, 2024			December 31, 2023
1800 Diagonal Lending	$	95,074		$	77,701
Total Convertible Notes Payable		95,074			77,701
Less Unamortized Discount		(66,221	)		(40,161	)
Total Convertible Notes Payable, Net of Unamortized Debt Discount		28,853			37,540
Less Short-Term Convertible Notes Payable		(28,853	)		(37,540	)
Total Long-Term Convertible Notes Payable, Net of Unamortized Debt Discount	$	-		$	-

1800 Diagonal Lending LLC – On September 12, 2023, the Company issued an unsecured Convertible Promissory Note (“Note”) to 1800 Diagonal Lending, LLC (“1800”), in the principal amount of $116,550 (the “Note”) due on June 15, 2024 and bears 11% per annum interest, due at maturity. The total net proceeds the Company received was $100,000 (less an original issue discount (“OID”) of $16,550). The Note is convertible into common stock, at holder’s option, at a 25% discount of the average of the three lowest trading price of the common stock during the 10 trading day period prior to conversion. Beginning in October 2023, the Company paid $86,247 towards the principal balance of $77,698 and $8,549 in accrued interest. Beginning in September 2023, the Company has amortized $48,338 of debt discount as interest expense. As of March 31, 2024, the gross balance of the note was $38,852 and accrued interest was $4,273.

1800 Diagonal Lending LLC – On January 23, 2024, the Company issued an unsecured Convertible Promissory Note (“Note”) to 1800 Diagonal Lending, LLC (“1800”), in the principal amount of $63,250 (the “Note”) due on October 30, 2024 and bears 12% per annum interest, due at maturity. The total net proceeds the Company received was $50,000 (less an original issue discount (“OID”) of $13,250). The Note is convertible into common stock, at holder’s option, at a 25% discount of the average of the three lowest trading price of the common stock during the 10 trading day period prior to conversion. During the three months ended March 31, 2024, the Company paid $7,871 towards the principal balance of $7,028 and $843 in accrued interest. For the three months ended March 31, 2024, the Company amortized $15,306 of debt discount to current period operations as interest expense. As of March 31, 2024, the gross balance of the note was $56,222 and accrued interest was $6,747.

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Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Related Party Transactions

10. Related Party Transactions

Consulting Agreement – In February 2014, the Company entered into a consulting agreement with a stockholder/director. The Company agreed to pay $18,000 per month for twelve months. This agreement was renegotiated in October 2017 and the Company agreed to pay the stockholder/director $25,000 per month starting in October 2017. This agreement was superseded by an Employment Agreement as of April 1, 2019 (see Employment Agreements below). As of March 31, 2024, there is $861,788 in deferred salaries in accounts payable and accrued liabilities.

Mr. Cluff currently serves as a director of the Company and has a separate agreement as a consultant of the Company effective as of October 2, 2015.

Employment Agreements – The Company has an employment agreement with its chief executive officer, Trent D’Ambrosio. The employment agreement was effective as of April 1, 2019 and provides for compensation of $300,000 annually.

Notes Payable – The Company took two short-term notes payable from Debra D’ambrosio, an immediate family member related party during the three months ended March 31, 2024. The Company received $28,695 in cash from related parties on notes payable. The Company took one long-term note payable from Whit Cluff, a director during the three months ended March 31, 2024. Whit paid expenses of the Company for $10,300 (See Note 8 for more details).

Accounts Payable – Two officers/directors of the Company have been paying expenses for the Company on their personal credit cards. The Company has recorded these expenses and accrued the amounts in accounts payable to the individuals. As of March 31, 2024, there is $117,794 in accounts payable and accrued liabilities.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies

Commitments and Contingencies

12. Commitments and Contingencies

Litigation

The Company at times is subject to other legal proceedings that arise in the ordinary course of business. The following is a summary of pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations of the Company.

On March 4, 2024, the Company filed a lawsuit against Mother Lode Mining, Inc., a Canadian company, and Robert Salna (the “Defendants"), alleging an amount of not less than $2,237,800 (plus interest, additional costs and attorneys’ fees) due from Defendants as a result of their breach of their obligations and duties arising from the sale of Compañía Minera Cerros Del Sur, S.A. de C.V. in 2023 (the “Sale”). In the complaint, filed in the United States District Court for the District of Utah, Central Division, the Company asserts claims related to alleged breach of contract and unjust enrichment against the Defendants, and seeks a monetary judgment and an award of attorneys’ fees and other expenses. The complaint arises from the Defendants’ failure to convey agreed-upon consideration to the Company as contracted for the sale of CMCS. The Company intends to pursue the lawsuit aggressively. Despite several attempts, the Company has not yet effected service of process on Mother Lode Mining, Inc.

On January 18, 2023, the Company negotiated a settlement with Antilles Family Office, LLC through which the Company paid $1,200,000 to Antilles and the remaining balance of $1,873,532 and the accrued interest of $3,695,059 under the original Secured Redeemable Convertible Promissory Note was forgiven.

The Company’s former subsidiary, Compañía Minera Clavo Rico, S.A. de C.V., has been served with a lawsuit filed by SAR, the taxing authority in Honduras, alleging additional tax liability due. The Complaint alleges that HNL7,186,151,96 lempires are due in a demand for execution of a forced extrajudicial title. The Company had accrued $256,674 in this matter, but the liability was extinguished with the sale of the subsidiary.

In the opinion of management, as of March 31, 2024, the amount of ultimate liability with respect to such matters, if any, may be likely to have a material impact on the Company’s business, financial position, results of operations or liquidity. However, as the outcome of litigation and other claims is difficult to predict significant changes in the estimated exposures could exist.

On September 22, 2023, the Company entered into a consulting agreement with William McCluskey. This agreement requires the Company to pay $200,000 in consulting fees to William McCluskey before March 31, 2025. This amount is currently reported in accounts payable at March 31, 2024. 

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Discontinued Operations

3 Months Ended

Mar. 31, 2024

Discontinued Operations

Discontinued Operations

13. Discontinued Operations

During the year ended December 31, 2022, the Company decided to discontinue all of its operating activities. Based on that decision, the Company’s board of directors committed to a plan to sell the CMCS entity operating the mine in Honduras. On January 24, 2023, the Company sold its CMCS entity and all mine operations in Honduras.

In accordance with the provisions of ASC 205-20, the Company has zero reported assets and liabilities of the discontinued operations (held for sale) in the consolidated balance sheets as of March 31, 2024 and December 31, 2023.

In accordance with the provisions of ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the consolidated statements of operations and comprehensive loss. The results of operations from discontinued operations for the three months ended March 31, 2024 and 2023 have been reflected as discontinued operations in the consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, and consist of the following.

	Three Months Ended
	March 31, 2024		March 31, 2023
Precious Metals Income	$	-	$	-
Cost of goods sold		-		315,152
Gross profit		-		(315,152	)
OPERATING EXPENSES OF DISCONTINUED OPERATIONS:
General and administrative		-		181,519
Depreciation and amortization		-		212
		-		181,731
OPERATING INCOME (LOSS) OF DISCONTINUED OPERATIONS		-		(496,883	)
OTHER (INCOME) EXPENSE OF DISCONTINUED OPERATIONS
Interest expense		-		698
		-		698
INCOME (LOSS) BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS		-		(497,581	)
Provision for income taxes of discontinued operations		-		-
NET INCOME (LOSS) OF DISCONTINUED OPERATIONS	$	-	$	(497,581	)

The Company recognized a gain on the sale of mine property in discontinued operations of $7,154,653 during the three months ended March 31, 2023. This gain was comprised of the Company’s investments in the subsidiaries and any inter-company loans that were provided to or from the subsidiaries. This gain was reported as a separate line item in discontinued operations in the consolidated statements of operations and comprehensive loss.

In accordance with the provisions of ASC 205-20, the Company has separately reported the cash flow activity of the discontinued operations in the consolidated statements of cash flows. The cash flow activity from discontinued operations for the three months ended March 31, 2024 and 2023 have been reflected as discontinued operations in the consolidated statements of cash flows for the three months ended March 31, 2024 and 2023, and consist of the following.

	Three Months Ended
	March 31, 2024		March 31, 2023
DISCONTINUED OPERATING ACTIVITIES
Net loss	$	-	$	(497,581	)
Depreciation expense		-		4,259
Changes in operating assets and liabilities:
Trade receivables		-		91
Inventories		-		(12,981	)
Prepaid expenses and other current assets		-		(34,670	)
Accounts payable and accrued liabilities		-		(294,243	)
Accounts payable and accrued liabilities - related parties		-		834,659
Net cash provided by operating activities of discontinued operations	$	-	$	(466	)
INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS
Purchase of property, plant and equipment	$	-	$	(652	)
Net cash provided by (used in) investing activities of discontinued operations	$	-	$	(652	)

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Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events

Subsequent Events

14. Subsequent Events

Management has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events,” through the date which the financial statements were available to be issued and there are no material subsequent events.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies

Going Concern

Going Concern - The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements during three months ended March 31, 2024, the Company recorded a net loss of $256,980 and used $32,808 in cash from operating activities. The Company has an accumulated net loss since inception of $29,170,562. In addition, there is a working capital deficiency of $2,678,040 and a stockholder’s deficiency of $2,678,561 as of March 31, 2024. These factors among others indicate that the Company may be unable to continue as a going concern for one year from the issuance of these financial statements. The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

Management is currently working to make changes that will result in profitable operations and to obtain additional funding sources to meet the Company’s need for cash during the next twelve months and beyond.

Principles of Consolidation

Principles of Consolidation - The accompanying consolidated financial statements include the accounts of Inception Mining, Inc. and its wholly owned subsidiaries, Inception Development, Corp., Clavo Rico Development Corp., Clavo Rico, Ltd. and Compañía Minera Cerros del Río, S.A. de C.V., and its controlling interest subsidiaries, Compañía Minera Cerros del Sur, S.A. de C.V. and Compañía Minera Clavo Rico, S.A. de C.V. up through the date of the sale on January 24, 2023 (collectively, the “Company”). All intercompany accounts have been eliminated upon consolidation through the date the subsidiaries were disposed of on January 24, 2023.

Basis of Presentation

Basis of Presentation - The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.

Condensed Financial Statements

Condensed Financial Statements - The interim consolidated financial statements included herein have been prepared by Inception Mining Inc. (“Inception Mining” or the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These interim consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in this filing and the Form 10-K for the year ended December 31, 2023 filed with the SEC on May 2, 2024.

In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the consolidated financial position of the Company and subsidiaries as of March 31, 2024, the results of its consolidated statements of operations and comprehensive income (loss) for the three-month periods ended March 31, 2024 and 2023, its condensed consolidated statement of stockholders’ deficit and its consolidated cash flows for the three-month periods ended March 31, 2024 and 2023. The results of consolidated operations for the interim periods are not necessarily indicative of the results for the full year.

Use of Estimates

Use of Estimates – In preparing financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenditures during the reported periods. Actual results could differ materially from those estimates. Estimates may include those pertaining to valuation of inventories and mineralized material on leach pads, the estimated useful lives and valuation of properties, plant and equipment, mineral rights and properties, deferred tax assets, convertible preferred stock, derivative assets and liabilities, reclamation liabilities, stock-based compensation and payments, and contingent liabilities.

Cash and Cash Equivalents

Cash and Cash Equivalents - The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2024 and December 31, 2023, the Company had $12 and $2 in cash equivalents, respectively. The aggregate cash balance on deposit in these accounts is insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has never experienced any losses in such accounts.

Settlement of Contracts in Company's Equity

Settlement of Contracts in Company’s Equity– In accordance with ASC 815-40-25, the Company must meet certain requirements in order to report contracts as equity versus liabilities. These requirements must be met by the Company or the contracts need to be reported as liabilities. The Company has adopted the sequencing approach as guidance on contracts that permit partial net share settlement. The Company evaluates the contracts based on the earliest issuance date. Currently, the Company doesn’t have any items that are reported as equity instead of liabilities.

Fair Value Measurements

Fair Value Measurements - The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk.

Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

The carrying value of the Company’s cash, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.

The fair value of financial instruments on March 31, 2024 are summarized below:

	Level 1		Level 2		Level 3		Total
Debt derivative liabilities	$	-	$	-	$	47,574	$	47,574
Total Liabilities	$	-	$	-	$	47,574	$	47,574

The fair value of financial instruments on December 31, 2023 are summarized below:

	Level 1		Level 2		Level 3		Total
Debt derivative liabilities	$	-	$	-	$	39,281	$	39,281
Total Liabilities	$	-	$	-	$	39,281	$	39,281

The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in Note 3. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed below are that of volatility and market price of the underlying common stock of the Company.

Notes Receivable

Notes Receivable - Notes receivable include amounts due to the Company pursuant to financial agreements stipulating interest rates, payment terms and maturity dates. As of March 31, 2024 and December 31, 2023, notes receivable balance includes one note due from Mother Load Mining, Inc. in the amounts of $2,219,442 and $2,219,442, respectively, net of reserves of $2,219,442 and $2,219,442 (see Note 4 – Note Receivable).

Long-Lived Assets

Long-Lived Assets - We review the carrying amount of our long-lived assets for impairment whenever there are negative indicators of impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flows.

Properties, Plant and Equipment

Properties, Plant and Equipment - We record properties, plant and equipment at historical cost. We provide depreciation and amortization in amounts sufficient to match the cost of depreciable assets to operations over their estimated service lives or productive value. We capitalize expenditures for improvements that significantly extend the useful life of an asset. We charge expenditures for maintenance and repairs to operations when incurred. Depreciation is computed using the straight-line method over estimated useful lives as follows:

Building	7 to 15 years
Vehicles and equipment	3 to 7 years
Processing and laboratory	5 to 15 years
Furniture and fixtures	2 to 3 years

Stock Issued for Goods and Services

Stock Issued for Goods and Services - Common and preferred shares issued for goods and services are valued based upon the fair market value of our common stock or the goods and services received.

Stock-Based Compensation

Stock-Based Compensation - For stock-based transactions, compensation expense is recognized over the requisite service period, which is generally the vesting period, based on the estimated fair value on the grant date of the award.

Income (Loss) per Common Share

Income (Loss) per Common Share - Basic net income (loss) per common share is computed by dividing net income (loss), less the preferred stock dividends, by the weighted average number of common shares outstanding. Dilutive income (loss) per share includes any additional dilution from common stock equivalents, such as stock options and warrants, and convertible instruments, if the impact is not antidilutive. 151,563,371 common share equivalents have been excluded from the diluted loss per share calculation for the three-month period ended March 31, 2024, because it would be anti-dilutive.

The following tables summaries the changes in the net earnings per common share for the three-month periods ended March 31, 2024 and 2023:

	For the Three Months Ended
Numerator	March 31, 2024			March 31, 2023
Net Income (Loss) - Controlling Interest	$	(256,980	)	$	15,270,062
Gain on Extinguishment of Debt		-			(5,897,425	)
Interest Expense		-			66,166
Change in Derivative Liabilities		-			(3,220,312	)
Adjusted Net Income (Loss) - Controlling Interest	$	(256,980	)	$	6,218,491
Denominator	Shares			Shares
Basic Weighted Average Number of Shares Outstanding during Period		2,638,874,873			1,694,827,331
Dilutive Shares		-			430,295,011,920
Diluted Weighted Average Number of Shares Outstanding during Period		2,638,874,873			431,989,839,251
Diluted Net Income (Loss) per Share	$	(0.00	)	$	0.00

Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss) – Other Comprehensive income (loss) is made up of the exchange differences arising on translating foreign operations and the net loss for the three-month period ending March 31, 2023.

Derivative Liabilities

Derivative Liabilities - Derivative liabilities are recorded at fair value when issued and the subsequent change in fair value each period is recorded in other income (expense) in the consolidated statements of operations. We do not hold or issue any derivative financial instruments for speculative trading purposes.

Income Taxes

Income Taxes - The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid. Significant judgments and estimates are required in determining the consolidated income tax expense.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company develops assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates that the Company is using to manage the underlying businesses. The Company provides a valuation allowance for deferred tax assets for which the Company does not consider realization of such deferred tax assets to be more likely than not.

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows or financial position.

Business Segments

Business Segments – The Company operates in one segment and therefore segment information is not presented.

Operating Lease

Operating Lease – The Company leases its corporate headquarters and administrative offices in Salt Lake City, Utah. This lease expires in August 2024.

The supplemental balance sheet information related to the operating lease for the periods is as follows:

	March 31, 2024		December 31, 2023
Operating leases
Long-term right-of-use assets	$	6,171	$	9,595
Short-term operating lease liabilities	$	6,171	$	9,595
Long-term operating lease liabilities		-		-
Total operating lease liabilities	$	6,171	$	9,595

Maturities of the Company’s undiscounted operating lease liabilities are as follows:

The Company made cash payments of $3,732 and $3,987 for the three months ended March 31, 2024 and 2023, respectively. The Company incurred rent expense of $3,424 and $3,700 for the three months ended March 31, 2024 and 2023, respectively.

Non-Controlling Interest Policy

Non-Controlling Interest Policy – Non-controlling interest (NCI) is the portion of equity ownership in a subsidiary not attributable to the parent company, who has a controlling interest and consolidates the subsidiary’s financial results with its own. The amount of equity relating to the non-controlling interest is separately identified in the equity section of the balance sheet and the amount of the net income (loss) relating to the non-controlling interest is separately identified on the statement of operations.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements – From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies

Schedule of Fair Value of Financial Instruments

	Level 1		Level 2		Level 3		Total
Debt derivative liabilities	$	-	$	-	$	47,574	$	47,574
Total Liabilities	$	-	$	-	$	47,574	$	47,574

	Level 1		Level 2		Level 3		Total
Debt derivative liabilities	$	-	$	-	$	39,281	$	39,281
Total Liabilities	$	-	$	-	$	39,281	$	39,281

Schedule of Property and Equipment Useful Lives

Building	7 to 15 years
Vehicles and equipment	3 to 7 years
Processing and laboratory	5 to 15 years
Furniture and fixtures	2 to 3 years

Schedule of Balance Sheet Operating Lease

	March 31, 2024		December 31, 2023
Operating leases
Long-term right-of-use assets	$	6,171	$	9,595
Short-term operating lease liabilities	$	6,171	$	9,595
Long-term operating lease liabilities		-		-
Total operating lease liabilities	$	6,171	$	9,595

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2024

Derivative Financial Instruments

Summary of Changes in Fair Value of Level 3 Financial Liabilities

	Debt Derivative Liabilities
Balance, December 31, 2023	$	39,281
Transfers in upon initial fair value of derivative liabilities		107,116
Change in fair value of derivative liabilities		16,258
Balance, March 31, 2024	$	162,655

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Note Receivable (Tables)

3 Months Ended

Mar. 31, 2024

Note Receivable

Schedule of Note Receivable

	March 31, 2024			December 31, 2023
Note Receivable from Mother Load Mining, Inc. pursuant to a Letter of Intent dated effective January 12, 2023, in the original principal amount of $5,700,000, accruing no interest, with monthly payments beginning on March 31, 2023, maturing February 1, 2025.	$	2,219,442		$	2,700,000
Less: Payments received		-			(480,558	)
Total Note Receivable outstanding		2,219,442			2,219,442
Less: Allowance for Doubtful Note Receivable		(2,219,442	)		(2,219,442	)
Total Note Receivable	$	-		$	-

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Properties Plant and Equipment Net (Tables)

3 Months Ended

Mar. 31, 2024

Properties Plant and Equipment Net

Schedule of Properties, Plant and Equipment

	March 31, 2024			December 31, 2023
Machinery and Equipment	$	25,368		$	25,368
Office Equipment and Furniture		1,627			1,627
		26,995			26,995
Less Accumulated Depreciation		(23,918	)		(23,737	)
Total Property, Plant and Equipment	$	3,077		$	3,258

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Accounts Payable and Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Accounts Payable and Accrued Liabilities

Schedule of Accounts Payable and Accrued Liabilities

	March 31, 2024		December 31, 2023
Accounts Payable	$	368,111	$	348,902
Accrued Liabilities		994,035		913,887
Accrued Salaries and Benefits		60,911		69,249
Total Accrued Liabilities	$	1,423,057	$	1,332,038

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Notes Payable (Tables)

3 Months Ended

Mar. 31, 2024

Notes Payable

Schedule of Notes Payable

Notes Payable	March 31, 2024			December 31, 2023
Phil Zobrist	$	60,000		$	60,000
Antczak Polich Law LLC		65,000			65,000
Total Notes Payable		125,000			125,000
Less Short-Term Notes Payable		(125,000	)		(125,000	)
Total Long-Term Notes Payable	$	-		$	-

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Notes Payable Related Parties (Tables)

3 Months Ended

Mar. 31, 2024

Notes Payable Related Parties

Schedule of Related Parties Notes Payable

Notes Payable - Related Parties	Relationship	March 31, 2024			December 31, 2023
Cluff-Rich PC 401K	Affiliate - Controlled by Director		51,000			51,000
Debra D'ambrosio	Immediate Family Member		484,208			455,513
Francis E. Rich	Immediate Family Member		100,000			100,000
Pine Valley Investments	Affiliate - Controlled by Significant Shareholder		295,000			295,000
Whit Cluff	Affiliate - Director		10,300			-
Total Notes Payable - Related Parties			940,508			901,513
Less Short-Term Notes Payable - Related Parties			(930,208	)		(32,895	)
Total Long-Term Notes Payable - Related Parties		$	10,300		$	868,618

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Convertible Notes Payable (Tables)

3 Months Ended

Mar. 31, 2024

Convertible Notes Payable

Schedule of Convertible Notes Payable

Convertible Notes Payable	March 31, 2024			December 31, 2023
1800 Diagonal Lending	$	95,074		$	77,701
Total Convertible Notes Payable		95,074			77,701
Less Unamortized Discount		(66,221	)		(40,161	)
Total Convertible Notes Payable, Net of Unamortized Debt Discount		28,853			37,540
Less Short-Term Convertible Notes Payable		(28,853	)		(37,540	)
Total Long-Term Convertible Notes Payable, Net of Unamortized Debt Discount	$	-		$	-

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Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2024

Discontinued Operations

Schedule of Discontinued operations

	Three Months Ended
	March 31, 2024		March 31, 2023
Precious Metals Income	$	-	$	-
Cost of goods sold		-		315,152
Gross profit		-		(315,152	)
OPERATING EXPENSES OF DISCONTINUED OPERATIONS:
General and administrative		-		181,519
Depreciation and amortization		-		212
		-		181,731
OPERATING INCOME (LOSS) OF DISCONTINUED OPERATIONS		-		(496,883	)
OTHER (INCOME) EXPENSE OF DISCONTINUED OPERATIONS
Interest expense		-		698
		-		698
INCOME (LOSS) BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS		-		(497,581	)
Provision for income taxes of discontinued operations		-		-
NET INCOME (LOSS) OF DISCONTINUED OPERATIONS	$	-	$	(497,581	)

	Three Months Ended
	March 31, 2024		March 31, 2023
DISCONTINUED OPERATING ACTIVITIES
Net loss	$	-	$	(497,581	)
Depreciation expense		-		4,259
Changes in operating assets and liabilities:
Trade receivables		-		91
Inventories		-		(12,981	)
Prepaid expenses and other current assets		-		(34,670	)
Accounts payable and accrued liabilities		-		(294,243	)
Accounts payable and accrued liabilities - related parties		-		834,659
Net cash provided by operating activities of discontinued operations	$	-	$	(466	)
INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS
Purchase of property, plant and equipment	$	-	$	(652	)
Net cash provided by (used in) investing activities of discontinued operations	$	-	$	(652	)

XML

Nature of Business (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended
	Jan. 11, 2016	Oct. 02, 2015	Nov. 21, 2012	Feb. 21, 2020	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 30, 2022	Dec. 31, 2020	Dec. 30, 2020	Mar. 05, 2010	Mar. 04, 2010
Common stock, shares authorized					10,300,000,000	10,300,000,000	10,300,000,000	800,000,000	800,000,000	500,000,000	500,000,000	100,000,000
Cancellation of stock split shares, description			Upon effectiveness of the stock split, each shareholder canceled 200 shares of common stock for every share of common stock owned as of November 21, 2012
Reverse stock split description	5.5 to 1 reverse stock split		200 to 1 reverse stock split		5.5 to 1 reverse stock split
Description					Inception Resources, LLC, a Utah corporation (“Inception Resources”), pursuant to which Inception purchased the U.P. and Burlington Gold Mine in consideration of 16,000,000 shares of common stock of Inception, the assumption of promissory notes in the amount of $950,000 and the assignment of a 3% net royalty
Accrued interest					$ 6,747
Common stock, shares outstanding					2,638,874,873	2,638,874,873
Gold American Mining Corp [Member]
Cash consideration					$ 66,974,252
Immediately Before Reverse Split [Member]
Common stock, shares outstanding	266,669,980
Immediately after Reverse Split [Member]
Common stock, shares outstanding	48,485,451
Clavo Rico Ltd. [Member]
Shares issued for conversion of debt, shares		240,225,901
Shares issued for conversion of debt		$ 5,488,980
Accrued interest		$ 3,434,426
Ounces High Exploration, Inc. [Member]
Cash consideration received in exchange of properties				$ 250,000

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Summary of Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Warrant liabilities	$ 0	$ 0
Debt derivative liabilities	47,574	39,281
Total Liabilities	47,574	39,281
Fair Value, Inputs, Level 1 [Member]
Warrant liabilities	0	0
Debt derivative liabilities	0	0
Total Liabilities	0	0
Fair Value, Inputs, Level 2 [Member]
Warrant liabilities	0	0
Debt derivative liabilities	0	0
Total Liabilities	0	0
Fair Value, Inputs, Level 3 [Member]
Warrant liabilities	0	0
Debt derivative liabilities	47,574	39,281
Total Liabilities	$ 47,574	$ 39,281

XML

Summary of Significant Accounting Policies (Details 1)	3 Months Ended
	Apr. 01, 2024
Minimum [Member] | Building [Member]
Properties, plant and equipment	7 years
Minimum [Member] | Vehicles and Equipment [Member]
Properties, plant and equipment	3 years
Minimum [Member] | Furniture and Fixtures [Member]
Properties, plant and equipment	2 years
Minimum [Member] | Processing And Laboratory Member
Properties, plant and equipment	5 years
Maximum [Member] | Building [Member]
Properties, plant and equipment	15 years
Maximum [Member] | Vehicles and Equipment [Member]
Properties, plant and equipment	7 years
Maximum [Member] | Furniture and Fixtures [Member]
Properties, plant and equipment	3 years
Maximum [Member] | Processing And Laboratory Member
Properties, plant and equipment	15 years

XML

Summary of Significant Accounting Policies (Details 2) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Long-term right-of-use assets	$ 6,171	$ 9,595
Short-term operating lease liabilities	6,171	9,595
Long-term operating lease liabilities	0	0
Total operating lease liabilities	$ 6,171	$ 9,595

XML

Summary of Significant Accounting Policies (Details 3) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Basic Weighted Average Number of Shares Outstanding during Period	2,638,874,873	1,694,827,331
Dilutive Shares		430,295,011,920
Diluted Weighted Average Number of Shares Outstanding during Period	2,638,874,873	431,989,839,251
Diluted Net Income (Loss) per Share	$ (0.00)	$ 0.00
Gain on Extinguishment of Debt	$ 0	$ 5,897,425
Interest Expense	59,668	183,976
Numerator
Net Income (Loss) - Controlling Interest	(256,980)	15,270,062
Gain on Extinguishment of Debt	0	(5,897,425)
Interest Expense	0	66,166
Change in Derivative Liabilities	0	(3,220,312)
Adjusted Net Income (Loss) - Controlling Interest	$ (256,980)	$ 6,218,491

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Working capital deficit	$ (2,678,040)
Net loss	(256,980)	$ 15,270,062
Cash fron operating activites	32,808
Accumulated loss since inception	(29,170,562)
Stockholder deficit	(2,678,561)	(50,650)	$ (2,421,581)	$ (34,131,043)
Cash equivalents	12		2
Cash deposit insured by FDIC	250,000
Note receivable	2,219,442		2,219,442
Net of reserves	$ 2,219,442		$ 2,219,442
Diluted loss per share	151,563,371
Operating lease rent expense	$ 3,732	3,987
Payments for Rent	$ 3,424	$ 3,700

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Derivative Financial Instruments (Details) - Fair Value, Inputs, Level 3 [Member]	3 Months Ended
	Mar. 31, 2024 USD ($)
Derivative liabilities, begining balance	$ 39,281
Transfers in upon initial fair value of derivative liabilities	107,116
Change in fair value of derivative liabilities	16,258
Derivative liabilities, ending balance	$ 162,655

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Derivative Financial Instruments (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair value of the debt derivatives	$ 162,655
Gain from change in fair value of debt derivatives	16,258
Initial derivative expense	$ 57,116	$ 0
Dividend yield	0.00%
Monte Carlo Valuation Model [Member] | Debt Derivative Liability [Member] | Measurement Input, Expected Term [Member] | Minimum [Member]
Expected volatility	435.20%
Weighted average interest free interest rate	5.18%
Fair value of assumptions, expected life	2 months 15 days
Monte Carlo Valuation Model [Member] | Debt Derivative Liability [Member] | Measurement Input, Expected Term [Member] | Maximum [Member]
Weighted average interest free interest rate	5.32%
Fair value of assumptions, expected life	6 months 29 days

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Note Receivable (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Less: Payments received	$ 0	$ (480,558)
Total Note Receivable outstanding	2,219,442	2,219,442
Less: Allowance for Doubtful Note Receivable	(2,219,442)	(2,219,442)
Mother Lode Mining Inc [Member]
Total Note Receivable	0	0
Outstanding balance	$ 2,219,442	$ 2,700,000

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Note Receivable (Details Narrative) - USD ($)				1 Months Ended				3 Months Ended
	Mar. 03, 2023	Jan. 12, 2023	Jan. 05, 2023	Jan. 24, 2023	Jan. 23, 2023	Jan. 18, 2023	Jan. 16, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Bad debt expense								$ 2,219,442
Letter of Intent [Member]
Payments for proceeds from loans receivable		$ 1,000,000
Twenty Months Until February 1, 2025 [Member] | Letter of Intent [Member]
Debt instrument, periodic payment									$ 100,000
Mother Lode Mining Inc [Member]
Purchase price of cash consideration	$ 280,000		$ 300,000	$ 500,000	$ 500,000	$ 1,200,000	$ 200,000	50,000
Outstanding balance								2,219,442		$ 2,700,000
Payments yet to be received								340,000
Debt instrument, periodic payment		$ 2,620,000						$ 25,000

XML

Properties, Plant and Equipment, Net (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Properties Plant and Equipment Net
Machinery and Equipment	$ 25,368	$ 25,368
Office Equipment and Furniture	1,627	1,627
Property, Plant and Equipment Gross	26,995	26,995
Less Accumulated Depreciation	(23,918)	(23,737)
Total Property, Plant and Equipment	$ 3,077	$ 3,258

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Properties Plant and Equipment Net (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Properties Plant and Equipment Net
Depreciation expense	$ 181	$ 179

XML

Accounts Payable and Accrued Liabilities (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Accounts Payable and Accrued Liabilities
Accounts Payable	$ 368,111	$ 348,902
Accrued Liabilities	994,035	913,887
Accrued Salaries and Benefits	60,911	69,249
Total Accrued Liabilities	$ 1,423,057	$ 1,332,038

XML

Notes Payable (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Total Notes Payable	$ 125,000	$ 125,000
Less Short-Term Notes Payable	(125,000)	(125,000)
Total Long-Term Notes Payable	0	0
Phil Zobrist [Member]
Total Notes Payable	60,000	60,000
Antczak Polich Law LLC [Member]
Total Notes Payable	$ 65,000	$ 65,000

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Notes Payable (Details Narrative) - USD ($)		3 Months Ended
	Oct. 02, 2015	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Mar. 21, 2023	Dec. 31, 2015	Jan. 11, 2013
Accrued interest		$ 6,747
Gain on extinguishment of debt		0	$ 5,897,425
Derivative liability		47,574		$ 39,281
Notes payable		125,000		125,000
Payment to related party		0	$ 39,000
Unsecured Promissory Note [Member]
Debt instrument, interest rate, stated percentage	18.00%
Phil Zobrist [Member]
Notes payable, gross		60,000
Notes payable		$ 60,000		60,000
Phil Zobrist [Member] | Unsecured Promissory Note [Member]
Unsecured debt, current							$ 60,000
Debt instrument, interest rate, stated percentage							0.00%
Debt instrument, maturity date	Dec. 31, 2016	Dec. 31, 2024
Accrued interest		$ 121,226				$ 29,412
Debt instruments conversion price per share		$ 0.99
Percentage of debt discount		50.00%
Gain on extinguishment of debt		$ 121,337
Derivative liability		11,842
Antczak Polich Law LLC [Member]
Notes payable, gross		65,000
Notes payable		65,000		$ 65,000
Antczak Polich Law LLC [Member] | Unsecured Promissory Note [Member]
Unsecured debt, current					$ 75,000
Antczak Polich Law LLC [Member] | Promissory Note [Member]
Loan amount paid		10,000
Payment to related party		$ 10,000

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Notes Payable Related Parties (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Notes payable	$ 125,000	$ 125,000
Less Short-Term Notes Payable - Related Parties	(930,208)	(32,895)
Total Long-Term Notes Payable - Related Parties	$ 0	0
Cluff Rich PC 401 K [Member]
Related parties relationship description	Affiliate - Controlled by Director
Notes payable	$ 51,000	51,000
Debra D'ambrosio [Member]
Related parties relationship description	Immediate Family Member
Notes payable	$ 484,208	455,513
Francis E. Rich IRA [Member]
Related parties relationship description	Immediate Family Member
Notes payable	$ 100,000	100,000
Pine Valley Investments [Member]
Related parties relationship description	Affiliate - Controlled by Significant Shareholder
Notes payable	$ 295,000	295,000
Related Party One[Member]
Notes payable	940,508	901,513
Less Short-Term Notes Payable - Related Parties	(930,208)	(32,895)
Total Long-Term Notes Payable - Related Parties	$ 10,300	868,618
Whit Cluff [Member]
Related parties relationship description	Affiliate - Director
Notes payable	$ 10,300	$ 0

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Notes Payable Related Parties (Details Narrative) - USD ($)				3 Months Ended
	Jan. 08, 2024	Jan. 02, 2024	Feb. 01, 2023	Mar. 31, 2024	Mar. 15, 2024	Jan. 01, 2024	Dec. 31, 2023	Apr. 30, 2023	Jan. 31, 2023	Jan. 01, 2023	Jun. 29, 2022
Accrued interest				$ 6,747
Cluff Rich PC 401 K [Member]
Number of share issued, settlement			5,142,857
Debt conversion amount			$ 18,000
Accrued interest					$ 22,695
Cluff Rich PC 401 K [Member] | Unsecured Short-term Promissory Note [Member]
Debt instrument, maturity date			Mar. 01, 2025
Debt instrument, interest rate, effective percentage								5.00%
Accrued interest				515
Gross balance note					6,000			$ 10,300			$ 51,000
Unsecured debt, current								$ 10,300			$ 60,000
Loan amount paid				9,000
Debra D'ambrosio [Member]
Debt instrument, interest rate, effective percentage						5.00%					5.00%
Number of share issued, settlement			23,200,857
Debt conversion amount			$ 81,204
Accrued interest	$ 2,270			4,934	0
Principal balance	$ 22,695	$ 32,895
Gross balance note				32,895	$ 6,000	$ 32,895
Debra D'ambrosio [Member] | Unsecured Short-term Promissory Note [Member]
Debt instrument, interest rate, effective percentage	5.00%				5.00%				3.00%
Unsecured debt, current	$ 22,695					$ 32,895			$ 6,408
Debra D'ambrosio [Member] | One Unsecured Short Term Promissory Note [Member]
Debt instrument, maturity date			Mar. 01, 2025
Principal balance				30,000
Gross balance note				422,618
Debra D'ambrosio [Member] | Six Unsecured Short Term Promissory Note [Member]
Accrued interest										$ 81,204
Unsecured debt, current										446,210
Francis E. Rich IRA [Member]
Number of share issued, settlement			16,428,571
Debt conversion amount			$ 57,500
Gross balance note							$ 100,000
Francis E. Rich IRA [Member] | Two Unsecured Short Term Promissory Note [Member]
Accrued interest										47,500
Unsecured debt, current										100,000
Pine Valley Investment LLC [Member]
Number of share issued, settlement			32,928,571
Debt conversion amount				$ 115,250
Gross balance note							$ 295,000
Pine Valley Investment LLC [Member] | Three Unsecured Short Term Promissory Note [Member]
Accrued interest										115,250
Unsecured debt, current										$ 295,000

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Convertible Notes Payable (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Less Short-Term Convertible Notes Payable	$ (28,853)	$ (37,540)
1800 Diagonal Lending LLC [Member]
Total Convertible Notes Payable	95,074	77,701
Convertible Notes Payable [Member]
Total Convertible Notes Payable	95,074	77,701
Less Unamortized Discount	(66,221)	(40,161)
Total Convertible Notes Payable, Net of Unamortized Debt Discount	28,853	37,540
Less Short-Term Convertible Notes Payable	(28,853)	(37,540)
Total Long-Term Convertible Notes Payable, Net of Unamortized Debt Discount	$ 0	$ 0

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Convertible Notes Payable (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended
	Sep. 12, 2023	Jan. 23, 2024	Sep. 30, 2023	Mar. 31, 2024	Mar. 31, 2023
Accrued interest				$ 6,747
Amortization of debt discount				$ 37,190	$ 15,643
1800 Diagonal Lending LLC 2[Member]
Debt instrument, face amount		$ 63,250
Original issue discount		$ 13,250
Debt instrument, interest rate, stated percentage		12.00%		25.00%
Proceeds from issuance of debt		$ 50,000
Principal balance				$ 7,028
Repayments of Long-Term Debt		$ 7,871
Long-term debt, gross				56,222
Accrued interest				843
Amortization of debt discount				$ 15,306
1800 Diagonal Lending LLC [Member]
Debt instrument, face amount	$ 116,550
Original issue discount			$ 16,550
Debt instrument, maturity date	Jun. 15, 2024
Debt instrument, interest rate, stated percentage	11.00%			25.00%
Proceeds from issuance of debt	$ 100,000
Principal balance	77,698
Repayments of Long-Term Debt	48,578
Long-term debt	86,247
Long-term debt, gross				$ 38,852
Accrued interest	8,549			$ 4,273
Amortization of debt discount	$ 48,338

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Related Party Transactions (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended
	Apr. 01, 2019	Oct. 31, 2017	Feb. 28, 2014	Mar. 31, 2024	Dec. 31, 2023
Deferred salaries				$ 60,911	$ 69,249
Trent D' Ambrosio [Member] | Employment Agreement [Member]
Compensation amount	$ 300,000
Accounts Payable and Accrued Liabilities [Member]
Deferred salaries				861,788
Stockholder/Director [Member]
Payment of consulting fees per month		$ 25,000	$ 18,000
Debra D'ambrosio [Member] | Notes Payable [Member]
Due from related parties				28,695
Expenses				10,300
Related Party By related party [Member] | Accounts Payable and Accrued Liabilities [Member]
Due to related parties				$ 117,794

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Commitments and Contingencies (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	Sep. 22, 2023	Jan. 18, 2023	Mar. 31, 2024	Dec. 31, 2023
Accrued interest			$ 7,719	$ 0
Accrued settlement expense			256,674
Consulting fees	$ 200,000
Antilles Family Office LLC [Member]
Amount paid		$ 1,200,000
Accrued interest		3,695,059
Outstanding balance		$ 1,873,532
March 4 2024 [Member] | Mother Lode Mining Inc [Member]
Loss contingency accrual amount			$ 2,237,800

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Discontinued Operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Total operating expenses	$ 123,918	$ 291,990
NET INCOME (LOSS) OF DISCONTINUED OPERATIONS	0	497,581
Discontinued Operations, Disposed of by Sale [Member]
Precious Metals Income	0	0
Cost of goods sold	0	315,152
Gross profit (loss)	0	(315,152)
General and administrative	0	181,519
Depreciation and amortization	0	212
Total operating expenses		181,731
OPERATING EXPENSES OF DISCONTINUED OPERATIONS	0	(496,883)
Interest expense	0	698
OTHER (INCOME) EXPENSE OF DISCONTINUED OPERATIONS	0	698
INCOME (LOSS) BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS	0	(497,581)
Provision for income taxes of discontinued operations	0	0
NET INCOME (LOSS) OF DISCONTINUED OPERATIONS	$ 0	$ (497,581)

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Discontinued Operations (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Net loss	$ 0	$ (497,581)
Depreciation expense	181	179
Prepaid expenses and other current assets	4,389	988
Accounts payable and accrued liabilities	87,595	(44,620)
Accounts payable and accrued liabilities - related parties	7,719	(1,421,586)
Net cash used in investing activities of discontinued operations	0	(652)
Discontinued Operations, Disposed of by Sale [Member]
Net loss	0	(497,581)
Depreciation expense	0	4,259
Trade receivables	0	(91)
Inventories	0	(12,981)
Prepaid expenses and other current assets	0	(34,670)
Accounts payable and accrued liabilities	0	(294,243)
Accounts payable and accrued liabilities - related parties	0	834,659
Net cash provided by (used in) operating activities of discontinued operations	0	(466)
Purchase of property, plant and equipment	0	(652)
Net cash used in investing activities of discontinued operations	$ 0	$ (652)

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Discontinued Operations (Details Narrative)	3 Months Ended
	Mar. 31, 2024 USD ($)
Discontinued Operations
Gain on the sale of mine property in discontinued operations	$ 7,154,653