BLTH American Battery Materials Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended September 30, 2024

 

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

 

Commission File Number: 001-41594

 

AMERICAN BATTERY MATERIALS, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware		22-3956444
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

 

500 West Putnam Avenue, Suite 400, Greenwich, CT		06830
(Address of principal executive offices)		(Zip Code)

 

800-998-7962

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		BLTH		N/A

 

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 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 such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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

 

The number of shares of registrant’s common stock outstanding as of November 14, 2024: 11,931.869.

 

 

 

AMERICAN BATTERY MATERIALS, INC.

 

FORM 10-Q

For the quarter ended September 30, 2024

 

INDEX

 

		PAGE
PART I – FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (unaudited)	1
	Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	2
	Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	3
	Consolidated Statements of cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)	4
	Notes to Unaudited Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	17
Item 4.	Controls and Procedures	17
PART II – OTHER INFORMATION		18
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
	SIGNATURES	21

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

AMERICAN BATTERY MATERIALS, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

 

		September 30,				December 31,
		2024				2023
Assets
Current assets
Cash		$	3,233			$	7,376
Prepaid expenses and other assets			111,441				143,202
Total current assets			114,674				150,578
Noncurrent assets
Mineral claims			206,000				206,000
Total assets		$	320,674			$	356,578
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable		$	340,088			$	164,948
Accrued expenses			752,760				449,196
Accrued interest			183,760				251,570
Promissory notes payable, net of discount			143,022				300,000
Promissory notes payable – related party			564,182				175,000
Convertible notes payable, net of discount			2,907,953				1,971,503
Convertible notes payable – related party			422,787				25,000
Current capital lease obligation			36,254				36,254
Total current liabilities			5,350,806				3,373,471
Total Liabilities			5,350,806				3,373,471
Stockholders’ deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding			-				-
Common stock, $0.001 par value, 4,500,000,000 shares authorized, 11,674,934 and 11,373,793 shares issued and outstanding, respectively			11,675				11,373
Additional paid in capital			17,239,714				17,211,373
Accumulated deficit			(22,281,521	)			(20,239,639	)
Total stockholders’ deficit			(5,030,132	)			(3,016,893	)
Total liabilities and stockholders’ deficit		$	320,674			$	356,578

 

The accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

 

 

AMERICAN BATTERY MATERIALS, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

 

		2024				2023				2024				2023
		Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2024				2023				2024				2023
Operating Expenses
General and administrative		$	506,019			$	624,952			$	1,215,845			$	2,165,494
Total operating expenses			506,019				624,952				1,215,845				2,165,494
Operating loss			(506,019	)			(624,952	)			(1,215,845	)			(2,165,494	)
Other Expenses / Income
Gain (loss) on settlement of liabilities			-				-				(516,083	)			67,984
Fair value of stock issued for note modification			-				(168,856	)			(14,382	)			(168,856	)
Extension fees due to SPAC Sponsor			-				(101,662	)			-				(101,662	)
Interest expense			(121,245	)			(47,554	)			(295,572	)			(94,771	)
Total other expenses / income			(121,245	)			(318,072	)			(826,037	)			(297,305	)
Income (loss) from operations before income taxes			(627,264	)			(943,024	)			(2,041,882	)			(2,462,799	)
Provision for income taxes			-				-				-				-
Net Income (Loss)		$	(627,264	)		$	(943,024	)		$	(2,041,882	)		$	(2,462,799	)
Net loss per share – basic and diluted		$	(0.05	)		$	(0.08	)		$	(0.18	)		$	(0.22	)
Weighted average common shares – basic and diluted			11,716,085				11,237,858				11,570,098				11,082,127

 

The accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

 

 

AMERICAN BATTERY MATERIALS, INC.

Consolidated Statements of Changes in Stockholders’ Deficit

Nine months Ended September 30, 2024 and 2023

(Unaudited)

 

		Shares				Amount				Shares				Amount				Capital				Deficit				Equity/(Deficit)
		Preferred stock								Common stock								Additional Paid in				Accumulated				Total Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Equity/(Deficit)
Balance as of December 31, 2022			50,000			$	5				10,818,522			$	10,819			$	16,543,601			$	(17,854,837	)		$	(1,300,412	)
Shares issued for services			-				-				183,056				183				373,467				-				373,650
Shares issued for warrant exercise			-				-				165,789				166				188,834				-				189,000
Shares issued for cashlesswarrant exercise			-				-				55,998				56				(56	)			-				-
Conversion of preferred stock to common stock			(50,000	)			(5	)			33,333				33				(28	)			-				-
Shares issued for note modification			-				-				55,451				55				168,801				-				168,856
Shares issued with notes			-				-				43,489				43				72,420				-				72,463
Net loss			-				-				-				-				-				(2,462,799	)			(2,462,799	)
Balance as of September 30, 2023			-				-				11,355,638				11,355				17,347,039				(20,317,636	)			(2,959,242	)
Balance as of December 31, 2023			-				-				11,373,793				11,373				17,211,373				(20,239,639	)			(3,016,893	)
Balance, value			-				-				11,373,793				11,373				17,211,373				(20,239,639	)			(3,016,893	)
Shares issued for services			-				-				41,391				42				14,219				-				14,261
Shares issued for note modification			-				-				259,750				260				14,122				-				14,382
Net loss			-				-				-				-				-				(2,041,882	)			(2,041,882	)
Balance as of September 30, 2024			-			$	-				11,674,934			$	11,675			$	17,239,714			$	(22,281,521	)		$	(5,030,132	)
Balance, value			-			$	-				11,674,934			$	11,675			$	17,239,714			$	(22,281,521	)		$	(5,030,132	)

 

The accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

 

 

AMERICAN BATTERY MATERIALS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

		2024				2023
		Nine Months Ended				Nine Months Ended
		September 30,				September 30,
		2024				2023
Cash Flows from Operating Activities
Net income (loss)		$	(2,041,882	)		$	(2,462,799	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation			14,261				446,113
Loss (Gain) on settlement of liabilities			516,083				(67,984	)
Fair value of stock issued for note modification			14,382				168,856
Amortization of debt discount			28,497				(89,876	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets			31,761				(17,851	)
Accounts payable and accrued expenses			631,112				65,424
Accrued interest			219,910				46,517
Net cash used in operating activities			(585,876	)			(1,911,600	)
Cash Flows from Investing Activities:
Acquisition of mineral claims			-				(106,000	)
Net cash provided by (used in) investing activities			-				(106,000	)
Cash Flows from Financing Activities
Proceeds from convertible notes			55,000				2,025,000
Proceeds from convertible notes – related party			80,000				-
Proceeds from promissory notes			671,733				100,000
Repayment of promissory notes			(225,000	)			-
Proceeds from warrant exercises			-				189,000
Net cash provided by financing activities			581,733				2,314,000
							-
Net increase (decrease) in cash			(4,143	)			296,400
Cash, beginning of period			7,376				42,582
Cash, end of period		$	3,233			$	338,982
Supplemental disclosures:
Interest paid		$	-			$	-
Supplemental disclosures of non-cash items:
Accounts payable and accrued payable exchanged for convertible note		$	440,129			$	-
Receivable for convertible notes		$	-			$	-
Cashless exercise of warrants		$	-			$	-

 

The accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

 

 

AMERICAN BATTERY MATERIALS, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine months ended September 30, 2024 and 2023

(Unaudited)

 

Note 1 - Nature of the Business

 

American Battery Materials, Inc. (the “Company”) is a US based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner.

 

The Company formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout North America. Due to the nationwide shutdown related to the COVID-19 pandemic, the Company spent a portion of 2020 restructuring and retiring certain corporate debt and obligations, while focusing on implementing a new operational direction.

 

Through the corporate reorganization and repositioning process, the Company found itself with the unique opportunity to expand its management team and acquire mining claims that historically reported high levels of Lithium and other tech minerals. The Company hired and affiliated itself with industry veterans that bring decades of experience, credibility and relationships.

 

On November 5, 2021, the Company acquired the rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah for $100,000. The acquisition was driven by historical mineral data from seven (7) existing wells with brine aquifer access. The independent third-party Technical Report indicated that further investment and development in the claims were warranted.

 

On April 25, 2023, the Company formed Mountain Sage Minerals, LLC, a Utah limited liability company, of which it is the 100% owner. The Company will look to expand its holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities through this new LLC.

 

On May 1, 2023, FINRA completed the processing of our application for a name change, and our name was officially changed to American Battery Materials, Inc. At the same time, the Company’s trading symbol was changed to BLTH. These changes better reflect the business of the Company.

 

On June 1, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition II Corp., a Delaware corporation (“SGII”), and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of SGII (“Merger Sub”). SGII is a blank check company, also referred to as a special purpose acquisition company, formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. Following material changes to the transaction proposed by SGII making the transaction untenable to us, on November 20, 2023, SGII notified us that it had elected to terminate the Merger Agreement.

 

On August 4, 2023, the Company filed an Amendment to the Certificate of Incorporation (the “Amendment”) in order to effect a reverse stock split in the ratio of 1-for-300 (the “Reverse Split”). The Company and its shareholders holding a majority of the issued and outstanding shares of stock of the Company entitled to vote previously approved a reverse stock split for not less than 1-for-10 and not more than 1-for-1,000, at any time prior to October 20, 2023, with the Company’s Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above range. On August 1, 2023, the Company’s unanimously approved the Reverse Split and authorized the filing of the Amendment. On December 8, 2023, the company effectuated the reverse split of the common stock by a ratio of one-for-300 (the “Reverse Split”). All per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect the Reverse Split.

 

The Company has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks with numerous extraction providers. Selective mineral extraction is clearly the most cost-effective and ESG friendly approach currently available. Technologies are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines back down into the aquifer. The prospective partners have been provided the analytical results from the technical reports, but will soon provide current results, analytical, geotech modeling, aquifer modeling, recharge, flows and depth.

 

Note 2 - Going Concern

 

The accompanying consolidated financial statements have been prepared on a going concern basis. The Company had net loss of $2,041,882 during the nine months ended September 30, 2024, has accumulated losses totaling $22,281,521, and has a working capital deficit of $5,236,132  as of September 30, 2024. These factors, among others, indicate that the Company may be unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

5

 

 

Until the Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional financing. The Company hopes to raise additional financing, potentially through the sale of debt or equity instruments, or a combination, to fund its operations for the next 12 months and allow the Company to continue the development of its business plans and satisfy its obligations on a timely basis. Should additional financing not be available, the Company will have to negotiate with its lenders to extend the repayment dates of its indebtedness. There can be no assurance that the Company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing. These conditions have raised substantial doubt as to the Company’s ability to continue as a going concern for one year from the issuance of the financial statements, which has not been alleviated.

 

Note 3 - Summary of Significant Accounting Policies

 

Basis of Presentation and Principles of Consolidation

 

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The Company’s fiscal year end is December 31.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and be based on events different from those assumptions. Future events and their effects cannot be predicted with certainty; estimating, therefore, requires the exercise of judgment. Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information is obtained.

 

Property and Equipment

 

Property and equipment are stated at cost less depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets. Equipment has estimated useful lives between three and seven years. Expenditures for repairs and maintenance are charged to expense as incurred.

 

Impairment of Long-lived Assets

 

Long-lived assets, such as property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value.

 

Mineral Rights and Properties

 

The Company capitalizes acquisition costs until the Company determines the economic viability of the property. Since the Company does not have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) Regulation S-K Item 1300, exploration expenditures are expensed as incurred. The Company expenses mineral lease costs and repair and maintenance costs as incurred. The Company reviews the carrying value of our properties for impairment, including mineral rights, upon the occurrence of events or changes in circumstances that indicate the related carrying amounts may not be recoverable. During the period ending December 31, 2023, the Company took action to expand on its rights to 102 federal mining claims located in the Lisbon Valley of Utah that it purchased on November 5, 2021, for $100,000. The Company acquired and staked additional lithium mining claims adjacent to its Lisbon Valley Project in Utah for $106,000. The new claims have been registered with the Bureau of Land Management. The Company now owns a total of 743 placer claims over 14,260 acres, comprised of (i) the 102 original claims held; and (ii) the 641 new claims. No impairment or capitalizable costs related to the mineral claims were noted during the nine months ended September 30, 2024 and 2023.

 

Earnings Per Share

 

The Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the number of additional shares that would have been outstanding if dilutive potential shares had been issued. In a loss period, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive.

 

As of September 30, 2024, and December 31, 2023, there were approximately 285,728 and 657,407 shares respectively, potentially issuable under convertible debt agreements, options, warrants and preferred stock that could dilute basic earnings per share if converted that were excluded from the nine months ended September 30, 2024 and 2023 because their inclusion would have been anti-dilutive due to the Company’s net losses.

 

6

 

 

Derivative Financial Instruments

 

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting purposes. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

 

Fair Value of Financial Instruments

 

For certain of the Company’s financial instruments, including cash and equivalents, prepaid expenses and other assets, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:

 

	●	Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
	●	Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.
	●	Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2.

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all stock-based awards granted to employees, directors and non-employees to be measured at grant date fair value of the equity instrument issued and recognized as expense. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equivalent to the vesting period. The fair value of each stock option granted is estimated using the Black-Scholes option pricing model. The measurement date for the non-forfeitable awards to non-employees that vest immediately is the date the award is issued.

 

Revenue Recognition

 

We recognize revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue recognition principles, an entity is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price, allocate the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e., either over time or at a point in time). ASC 606 further requires that companies disclose sufficient information to enable readers of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

 

The Company recognized $0 revenue during the nine months ended September 30, 2024 and 2023.

 

Recent Accounting Pronouncements

 

The Company has examined recent accounting pronouncements and determined that they will not have a material impact on its financial position, results of operations, or cash flows.

 

7

 

 

Note 4 – Debt

 

Promissory Notes Payable

 

In 2014 and 2016, the Company issued two promissory notes in the total principal amount of $70,000; a $40,000 Note issued Dec 19, 2014; and, a $30,000 Note issued on March 29, 2016. Each note had a one-year maturity date; was governed by California law; bears interest at 10% per annum; and, requires notice from the holder in order for the respective Note to be in default. The holder of each Note has failed to provide a notice of default under either Note. Further, enforceability of each Note is uncertain as California law has a 6-year statute of limitations (commences on the maturity date) to initiate a collection action on a note. At December 31, 2023, neither of the Notes was in default and the balance outstanding was $70,000.

 

During the year ended December 31, 2016, the Company issued two additional unsecured promissory notes and borrowed an aggregate amount of $80,000. $30,000 is represented by a note issued on Sept 23, 2016. This note had a one-year maturity date; was governed by California law; bears interest at 10% per annum; and, requires notice from the holder in order to be in default. The holder of this Note has failed to provide a notice of default. Further, enforceability of this Note is uncertain as California law has a 6-year statute of limitations (commences on the maturity date) to initiate a collection action on a note. At December 31, 2023, this Note was not in default and the balance outstanding was $30,000. $50,000 is represented by a note issued on Nov 20, 2016. During the year ended December 31, 2022, total principal and accrued interest in the amount of $50,000 of principal and $27,972 of interest were converted into a $95,088 convertible note dated September 23, 2022. The replacement note was converted in shares of our common stock during the quarter ended December 31, 2022. As of December 31, 2023, the original $50,000 note was no longer issued and outstanding.

 

Accrued interest at December 31, 2023 on these notes totaled $134,414.

 

During the nine months ended September 30, 2024, the above mentioned promissory notes were forgiven. The principal in the amount of $100,000 and accrued interest in the amount of $2,997 were exchanged by the new convertible note in the amount of $102,997. Accrued interest in the amount of $131,417 was forgiven by noteholder.

 

During the year ended December 31, 2022, the Company entered into 5 promissory note agreements in the aggregate amount of $250,000, of which $175,000 with the related parties. The notes have a 1-year term, bear interest of 7% and 9% if paid in cash. During the year ended December 31, 2023, due dates of 4 promissory notes were extended for 7 – 9 months, of which 3 notes with related parties for $175,000. A total of 168,400 shares of common stock were issued to related party in connection with the agreement of the holder to extend the maturity date of a $100,000 note. The outstanding principal balance was $250,000 as of December 31, 2023. Accrued interest at December 31, 2023 on these notes totaled $19,880.

 

During the nine months ended September 30, 2024:

 

	●	On March 21, 2024, two (2) promissory note agreements with the related party in the aggregate amount of $75,000 and accrued interest in the amount of $2,710 were forgiven by noteholder. The noteholder was issued new convertible note in exchange.
	●	On March 22, 2024, one (1) promissory note in the aggregate amount of $50,000 and accrued interest in the amount of $5,322 were forgiven by noteholder. The noteholder was issued new convertible note in exchange.
	●	On March 22, 2024, one (1) promissory note agreement with the related party in the aggregate amount of $100,000 and accrued interest in the amount of $10,500 were forgiven by noteholder. The noteholder was issued new convertible note in exchange.
	●	On March 28, 2024, one (1) promissory note agreement in the aggregate amount of $25,000 was amended with increase in principal to $35,471, increase of intertest rate from 9% to 10% and extended for 1 year. A total of 3,250 shares of common stock were issued as additional consideration for the note amendment. Accrued interest as of September 30, 2024 was $1,833.
	●	Between May 16 and August 28, 2024, five (5) short-term promissory notes in the aggregate amount of $564,182 were issued to the related party. The notes bare interest of 8%. The outstanding principal balance was $564,182 as of September 30, 2024. Accrued interest at September 30, 2024 on these notes totaled $10,125.

 

During the year ended December 31, 2023, the Company entered into short-term promissory note agreement in the amount of $125,000. The note has a discount of $25,000. A total of 8,500,000 shares of common stock were issued as additional consideration for the issuance of the note evidencing the loan. On December 29, 2023, the promissory note was bought by another holder not affiliated with the Company, then exchanged by a new note on January 1, 2024 with an increase of principal to $175,000 and interest rate of 10%. During the nine months ended September 30, 2024 the note was extended to July 12, 2024, increasing principal to $225,000. A total of 22,500 shares of common stock were issued as additional consideration for the note extension. During the nine months ended September 30, 2024 the note was partially repaid in the amount of $150,000. Remaining principal in the amount of $75,000 and accrued interest in the amount of $32,551 were exchanged into a new note promissory note. The new short-term promissory note in the amount of $107,551 bears interest of 10%. The outstanding principal balance was $107,551 as of September 30, 2024. Accrued interest as of September 30, 2024 was $2,420.

 

8

 

 

 

Convertible Notes Payable and Convertible Notes Payable – Related Party

 

In February 2023, the Company entered into a convertible promissory note agreement in the amount of $25,000 with a related party. The note has a 1 year term, bears interest of 9% and has a conversion price equal to the lesser of (1) the most recent issuance price; or, (2) closing price for the common stock on the maturity date. The outstanding principal balance was $25,000 as of December 31, 2023. Accrued interest as of December 31, 2023 was $1,881. During the nine months ended September 30, 2024, total principal in the amount of $25,000 and accrued interest in the amount of $2,574 were forgiven by noteholder. The noteholder was issued new convertible note in exchange.

 

During the year ended December 31, 2023, the Company entered into Note Purchase Agreements with seven investors not affiliated with the Company (the “Purchasers”) pursuant to which the Purchasers purchased from the Company convertible notes (the “Convertible Notes”) with an aggregate principal amount of $2,000,000. A total of 67,239 shares of common stock were issued according to the note agreements or as additional consideration for the issuance of the notes. The outstanding principal and accrued interest balances at December 31, 2023 were $2,000,000 and $95,396, respectively.

 

The Convertible Notes provide for a maturity of 12-months; 7.5% interest per annum; and, no right to prepay during the first 6-months after the date of issuance (the “Issuance Date”). The Convertible Notes are convertible into shares of common stock of the Company (the “Conversion Shares”) as follows:

 

(a) The Convertible Notes automatically convert into Conversion Shares upon the shares of the Company’s common stock being listed on a higher exchange due to the (i) pricing and funding of an S-1 registration statement; or, (ii) the closing of a transaction resulting in the uplist (either, a “Triggering Transaction”). The conversion price for the Conversion Shares in an automatic conversion shall be equal to:

 

(1) 75% of the price under the Triggering Transaction if within 120-days of the Issuance Date;

 

(2) 70% of the price under the Triggering Transaction if within 121 to 150-days of the Issuance Date;

 

(3) 65% of the price under the Triggering Transaction if more than 150-days of the Issuance Date.

 

(b) The Purchasers have the right to convert into Conversion Shares, in whole or in part, at any time after 180-days following the Issuance Date. The conversion price for the Conversion Shares in a voluntary conversion shall be equal to 65% of the volume weighted average price for the Company’s common stock during the 20-consecutive trading days preceding the conversion.

 

During the nine months ended September 30, 2024, notes with six investors not affiliated with the Company were amended with increase in principal from $1,800,000 to $2,469,229, increase of intertest rate from 7.5% to 10% and extended until September 30, 2024. A total of 234,000 shares of common stock were issued according to the note agreements or as additional consideration for the note amendment. As of September 30, 2024 total principal and accrued interest on these six notes totaled $2,469,229 and $126,891, respectively.

 

Conditions of the note with one (1) Purchaser remained unchanged. As of September 30, 2024 total principal and accrued interest of the note totaled $200,000 and $16,125 respectively.

 

During the nine months ended September 30, 2024, the Company entered into seven convertible promissory note agreements in the aggregate amount of $661,511, of which $422,787 with the related parties. The Convertible Notes provide for a maturity of 10 and 12-months; 7.5% and 8% interest per annum. Accrued interest as of September 30, 2024 was $26,366.

 

Scheduled maturities of debt remaining as of September 30, 2024 for each respective fiscal year end are as follows:

 

Schedule of Maturities of Debt 

2024		$	3,302,379
2025			735,565
Total		$	4,037,944

 

Note 5 - Capital Lease Obligations

 

During the year ended December 31, 2018, the Company entered into various capital lease agreements. The leases expire at various points through the year ended December 31, 2023.

 

The following schedule provides minimum future rental payments required as of September 30, 2024.

 

Schedule of Minimum Future Rental Payments 

2024		$	36,692
Total minimum lease payments			36,692
Less: Amount represented interest			(438	)
Present value of minimum lease payments and guaranteed residual value		$	36,254

 

9

 

 

 

Note 6 - Capital Stock

 

The Company filed a certificate of amendment to its certificate of incorporation, which effectuated as of December 8, 2023, a reverse split of the Company’s common stock by a ratio of one-for-300 (the “Reverse Split”). All per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect the Reverse Split.

 

On October 20, 2022 the Company, following receipt of written approval from stockholders acting without a meeting and holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting, filed an amendment to its Certificate of Incorporation to (i) change the name of the Company to “American Battery Materials, Inc.” (the “Name Change”); and (ii) increase the total number of authorized shares of the Company’s common stock, par value $0.001 per share, from 600,000,000 to 4,500,000,000 (the “Authorized Share Increase”). The Authorized Share Increase was effective as of October 20, 2022. The Name Change was processed by FINRA and was effective as of May 1, 2023, at which time the Company’s trading symbol was changed to BLTH.

 

On October 20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86% of the issued and outstanding shares of stock of the Company entitled to vote took action by written consent and without a meeting, pursuant to Delaware General Corporate Law Section 228 and adopted and approved the following actions:

 

	1.	Future amendment of the Company’s Certificate of Incorporation to implement a decrease in the authorized shares of the Company’s Common Stock from 4,500,000,000 to a number of not less than 10,000,000 and not more than 2,000,000,000 (the “Authorized Share Reduction”), at any time prior to October 20, 2023 (the “Anniversary Date”), with the Board having the discretion to determine whether or not the Authorized Share Reduction is to be effected, and if effected, the exact number of the Authorized Share Reduction within the above range.
	2.	Future amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-1,000, (the “Reverse Split”), at any time prior to the Anniversary Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected and if effected, the exact ratio for the Reverse Split within the above range.

 

Preferred Stock

 

The Company has authorization for preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to common stock. As of September 30, 2024 and December 31, 2023, there were 10,000,000 shares of preferred stock authorized, and 0 and 0 shares issued and outstanding, respectively.

 

Common Stock

 

The Company has authorized 4,500,000,000 shares of common stock, with 11,674,934 and 11,373,793 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.

 

During the nine months ended September 30, 2024, the Company issued 41,391 shares of common stock for services valued at $14,261 and 259,750 shares of common stock for note modification.

 

During the nine months ended September 30, 2023, the Company issued 54,916,669 shares of common stock for services valued at $373,650; 49,736,843 shares of common stock upon warrant exercises for an aggregate exercise price of $189,000; 16,799,491 shares of common stock upon cashless warrant exercise; 10,000,000 shares of common stock upon conversion of 50,000 shares of its Series A Preferred stock, 16,635,226 shares of common stock for note modification, and 13,046,809 shares of common stock in relation to issuance of promissory and convertible notes.

 

Note 7 - Stock Options and Warrants

 

Warrants

 

As of September 30, 2024, the Company had the following warrant securities outstanding:

 

Schedule of Warrant Securities Outstanding 

		Warrants				Exercise Price				Expiration
2018 Warrants –financing			1,833			$	1.14				November 2024
2019 Warrants –financing			33,333			$	1.14				October 2024
2020 Warrants for services			10,000			$	1.14				February 2025
2022 Exchange warrants			237,231			$	1.14				September 2025
Total			282,397

 

10

 

 

A summary of all warrant activity for the nine months ended September 30, 2024, is as follows:

 

Schedule of Warrant Activity 

Post-split		Number of Warrants				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term
Balance outstanding at December 31, 2023			297,064			$	1.34				2.32
Granted			-				-				-
Exercised			-				-				-
Cancelled			-				-				-
Expired			(14,667	)			1.47				-
Balance outstanding at September 30, 2024			282,397			$	1.20				0.84
Exercisable at September 30, 2024			282,397			$	1.20				0.84

 

The intrinsic value of the outstanding warrants as of September 30, 2024, was $0, as the exercise prices exceeded the common stock’s fair market value per share on that date.

 

Equity Incentive Plan

 

On July 22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”) and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance under the Plan of 16,667 shares. On November 16, 2017, the Board of Directors approved an increase of 33,333 shares to be made available for issuance under the Plan. Accordingly, the total number of shares of common stock available for issuance under the Plan is 50,000 shares. Awards may be granted to employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies. Such options may be designated at the time of grant as either incentive stock options or nonqualified stock options. Stock-based compensation includes expense charges related to all stock-based awards. Such awards include options, warrants and stock grants. Generally, the Company issues stock options that vest over three years and expire in 5 to 10 years. There are currently no awards issued and outstanding under the Plan.

 

Note 8 - Subsequent Events

 

	●	On October 7, 2024, the Company issued a convertible promissory note for the principal amount of $50,000.
	●	On October 21, 2024, the Company issued a convertible promissory note to a related party for the principal amount of $25,000.
	●	On October 23, 2024, the principal of a convertible note was increased by $82,937.50 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 71,879 shares of Common Stock to facilitate the extension of the maturity date.
	●	On October 23, 2024, the principal of a convertible note was increased by $82,937.50 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 71,879 shares of Common Stock to facilitate the extension of the maturity date.
	●	On October 23, 2024, the principal of a promissory note was increased by $32,265.41 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 27,963 shares of Common Stock to facilitate the extension of the maturity date.
	●	On October 23, 2024, the principal of a convertible note was increased by $101,125.00 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 87,642 shares of Common Stock to facilitate the extension of the maturity date.

11

 

 

	●	On October 23, 2024, the principal of a convertible note was increased by $311,203.13 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 269,709 shares of Common Stock to facilitate the extension of the maturity date.
	●	On October 23, 2024, the principal of a convertible note was increased by $145,162.50 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 125,808 shares of Common Stock to facilitate the extension of the maturity date.
	●	On October 23, 2024, the principal of a related party convertible note was increased by $9,000.00 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 7,800 shares of Common Stock to facilitate the extension of the maturity date.
	●	On October 23, 2024, the principal of a convertible note was increased by $60,000.00 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 52,000 shares of Common Stock to facilitate the extension of the maturity date.
	●	On October 23, 2024, the principal of five promissory notes of a related party was increased by $169,254.50 in exchange for extending the maturity date of the consolidation promissory note to March 31, 2025. Additionally, the Corporation issued 146,687 shares of Common Stock to facilitate the extension of the maturity date.
	●	On October 23, 2024, the principal of related party convertible note was increased by $76,414.03 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 66,225 shares of Common Stock, in compliance with the MFN terms.
	●	On October 23, 2024, the principal of a related party convertible note was increased by $90,388.56 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 63,466 shares of Common Stock, in compliance with the MFN terms.
	●	On October 23, 2024, the principal of a convertible note was increased by $71,067.73 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 48,202 shares of Common Stock, in compliance with the MFN terms.
	●	On October 23, 2024, the principal of a promissory note was increased by $10,641.37 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 9,223 shares of Common Stock, in compliance with the MFN terms.
	●	On October 23, 2024, the principal of a related party convertible note was increased by $7,500.00 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 6,500 shares of Common Stock, in compliance with the MFN terms.
	●	On October 23, 2024, the principal of a convertible note was increased by $7,500.00 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 6,500 shares of Common Stock, in compliance with the MFN terms.
	●	On October 23, 2024, the principal of a convertible note was increased by $16,596.58 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 14,384 shares of Common Stock, in compliance with the MFN terms.
	●	On October 23, 2024, the principal of a convertible note was increased by $7,621.46 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 6,605 shares of Common Stock, in compliance with the MFN terms.
	●	On October 23, 2024, the principal of a convertible note was increased by $20,575.00 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 17,832 shares of Common Stock, in compliance with the MFN terms.
	●	On October 23, 2024, the principal of a convertible note was increased by $9,000.00 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 7,800 shares of Common Stock, in compliance with the MFN terms.
	●	On October 23, 2024, the principal of a convertible note was increased by $15,000.00 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 13,000 shares of Common Stock, in compliance with the MFN terms.
	●	On October 16, 2024, the non-binding letter of intent (LOI) between American Battery Materials, Inc. (OTC Pink: BLTH) and a Nasdaq-listed special purpose acquisition company (SPAC) for a potential merger transaction expired without a completed agreement

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis is intended to help you understand our results of operations and financial condition as of September 30, 2024 and for the nine months ended September 30, 2024 and 2023. This discussion and analysis is provided as a supplement to and should be read in conjunction with our condensed consolidated financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part 1, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

Cautionary Statement

 

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

Forward-Looking Statements

 

Certain statements contained herein constitute “forward-looking statements”. Except for the historical information contained herein, this Quarterly Report on Form 10-Q contains forward-looking statements (identified by the words “estimate,” “project,” “anticipate,” “plan,” “expect,” “intend,” “believe,” “hope,” “strategy” and similar expressions), which are based on our current expectations and speak only as of the date made. These forward-looking statements are subject to various risks, uncertainties and factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements, including, without limitation, those discussed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on April 1, 2024 and those described herein that could cause actual results to differ materially from the results anticipated in the forward-looking statements.

 

Factors That May Adversely Affect our Results of Operations

 

Our results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, any ongoing effects of the Covid-19 pandemic, including resurgences and the emergence of new variants and geopolitical instability, such as the military conflict in Ukraine and the Middle East. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude, or the extent to which they may negatively impact our business.

 

Objective

 

The objective of our Management’s Discussion and Analysis of Financial Condition and Results of Operations is to provide users of our financial statements with the following:

 

	●	a narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results;
	●	useful context to the financial statements; and
	●	information that allows assessment of the relationship between our past performance and future performance.

 

This Management’s Discussion and Analysis is a supplement to, and should be read together with, our financial statements, including notes, referenced elsewhere in this report, and is provided to enhance your understanding of our operations and financial condition. Due to rounding, some parts of this discussion may not sum or calculate precisely to the totals and percentages provided in the tables.

 

The following discussion and analysis provide information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition and should be read in conjunction with the consolidated financial statements and footnotes that appear elsewhere in this Quarterly Report on Form 10-Q.

 

  

Overview and Outlook

 

We are a U.S. based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner. We formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout North America. Due to the nationwide shutdown related to the Covid-19 pandemic, we spent a portion of 2020 restructuring and retiring certain corporate debt and obligations and focusing on implementing a new operational direction.

 

Through the corporate reorganization and repositioning process, we found ourselves with the unique opportunity to acquire mining claims that historically reported high levels of lithium and other technical minerals crucial to produce batteries used in many technology products and markets. We hired and affiliated ourselves with industry veterans that bring decades of experience, credibility and relationships.

 

On November 5, 2021, we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah for $100,000 plus the future payment of royalties based on a percentage of the net revenue from the sale of lithium produced from a portion of the mining property. The acquisition was driven by historical mineral data from seven existing wells with brine aquifer access. We are defined as an exploration stage issuer, under SEC Regulation S-K Item 1300. An independent third-party technical report indicated that further investment and development in the claims was warranted, although no determination has been made whether we have any reserves of minerals. Similarly, no determination has been made whether mineralization could be economically and legally produced or extracted. We have no mineral reserves as defined by Regulation S-K Item 1300 and have had no mining revenue to date.

 

In July 2023, we acquired and staked additional lithium mining claims adjacent to our Lisbon Valley Project in Utah. The new claims have been registered with the BLM. We now own a total of 743 placer claims over 14,320 acres (approximately 22 square miles), comprised of the 102 original mining claims and 641 new claims.

 

On April 25, 2023, we formed Mountain Sage Minerals, LLC, a Utah limited liability company. We plan to expand our holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities through this entity.

 

On June 1, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition II Corp. (“SGII”) and Lithium Merger Sub, Inc., a wholly owned subsidiary of SGII. SGII is a blank check company, also referred to as a special purpose acquisition company, formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. As a result of the Merger Agreement, we would have become a wholly owned subsidiary of SGII. Following material changes to the transaction proposed by SGII making the transaction untenable to us, on November 20, 2023, SGII notified us that it had elected to terminate the Merger Agreement.

 

We have been moving forward with our strategy of employing advanced brine extractive technology methodologies and have been in talks with numerous extraction providers. Selective mineral extraction is the most cost-effective and ESG friendly approach currently available. Technologies are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines back down into the aquifer. The prospective partners have been provided the analytical results from the technical reports, but will soon provide current results, analytical, geotech modeling, aquifer modeling, recharge, flows and depth. We will need funding to support continuing operations and support our growth strategy and we will need to finance operations by offering any combination of equity offerings, debt financing, collaborations, strategic alliances or other licensing arrangements. There is no assurance we will be able to raise sufficient capital to finance our operations.

 

Results of Operations

 

Three months ended September 30, 2024, Compared to Three months ended September 30, 2023

 

Revenue

 

For the three months ended September 30, 2024, and 2023, our company had no revenue.

 

Operating Expenses

 

General and administrative expenses for the three months ended September 30, 2024, were $506,019, a decrease of $118,933 or 19%, compared to $624,952 for the three months ended September 30, 2023. The decrease in operating expenses was mainly due to a decrease in professional fees. In the three months ended September 30, 2023 the higher operating expenses were attributable to costs incurred for staking new claims in Utah, exploration well permitting, development of technical reports and geological modeling, and legal fees associated with the SPAC business combination

 

Interest Expense

 

Interest expense for the three months ended September 30, 2024, was $121,245, as compared to $47,554 during the three months ended September 30, 2023.

 

  

Net Loss

 

As a result of the foregoing, the net loss for the three months ended September 30, 2024, was $627,264 as compared to the net loss of $943,024 during the three months ended September 30, 2023.

 

Nine months ended September 30, 2024, Compared to Nine months ended September 30, 2023

 

Revenue

 

For the nine months ended September 30, 2024, and 2023, our company had no revenue.

 

Operating Expenses

 

General and administrative expenses for the nine months ended September 30, 2024, were $1,215,845, a decrease of $949,649 or 44%, compared to $2,165,494 for the nine months ended September 30, 2023. The decrease in operating expenses was mainly due to a decrease in professional fees. In the nine months ended September 30, 2023 the higher operating expenses were attributable to costs incurred for staking new claims in Utah, exploration well permitting, development of technical reports and geological modeling, and legal fees associated with the SPAC business combination

 

Gain (Loss) on Settlement of Liabilities

 

During the nine months ended September 30, 2024, our company recorded a loss on settlement of liabilities of $516,083. During the nine months ended September 30, 2023, our company recorded a gain on settlement of liabilities of $67,984, consisting of $7,008 in principal and $60,976 in interest forgiven by creditors.

 

Fair Value of Stock Issued for Note Modification

 

During the nine months ended September 30, 2024, our company recorded a fair value of stock issued for note modification of $14,382. During the nine months ended September 30, 2023, the Company recorded a fair value of stock issued for note modification of $168,856.

 

Extension fees due to SPAC Sponsor

 

During the nine months ended September 30, 2023, the Company recorded $101,662 of extension fees due to SPAC Sponsor. No such transactions were noted during the nine months ended September 30, 2024.

 

Interest Expense

 

Interest expense for the nine months ended September 30, 2024, was $295,572, as compared to $94,771 during the nine months ended September 30, 2023.

 

Net Loss

 

As a result of the foregoing, the net loss for the nine months ended September 30, 2024, was $2,041,882 as compared to the net loss of $2,462,799 during the nine months ended September 30, 2023.

 

Liquidity and Capital Resources

 

We require cash to fund our operating expenses and working capital requirements, including outlays for capital expenditures. The accompanying consolidated financial statements have been prepared on a going concern basis. Our company had a net loss of $2,041,882 during the nine months ended September 30, 2024, had accumulated losses totaling $22,281,521, and a working capital deficit of $5,236,132 as of September 30, 2024. These factors, among others, indicate that our company may be unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

Since we acquired our first mining claims in November 2021, we have faced an increasingly challenging liquidity situation that has limited our ability to execute our operating plan. Our company will need to raise additional financing in order to fund its operations for the next 12 months and to allow us to continue the development of its business plans and satisfy its obligations on a timely basis. Should additional financing not be available, we will have to negotiate with its lenders to extend the repayment dates of its indebtedness. There can be no assurance that our company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing.

 

Sources of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all and we may not obtain the capital we require by other means. Unless we can attract additional investment, our operating as a going concern is in doubt.

 

  

If we are unable to obtain sufficient amounts of additional capital, we may have to cease filing the required reports and cease operations completely. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock.

 

Cash Flows from Operating Activities

 

During the nine months ended September 30, 2024, our company used $585,876 of cash in operating activities as a result of our net loss of $2,041,882, offset by loss on debt settlement of $516,083 and amortization of debt discount of $28,497, fair value of stock issued for note modification of $14,382, share-based compensation of $14,261, and net changes in operating assets and liabilities of $882,783.

 

During the nine months ended September 30, 2023, the Company used $1,911,600 of cash in operating activities as a result of the Company’s net loss of $2,462,799, increased by gain on debt settlement of $67,984 and amortization of debt discount of $89,876, and offset by fair value of options issued for note modification of $168,856, share-based compensation of $446,113, and net changes in operating assets and liabilities of $94,090.

 

Cash Flows from Investing Activities

 

During the nine months ended September 30, 2024, our company had no investing activities.

 

During the nine months ended September 30, 2023, the Company expended $106,000 for staking activities related to new federal mining claims located in the Lisbon Valley of Utah.

 

Cash Flows from Financing Activities

 

During the nine months ended September 30, 2024, financing activities provided $581,733 resulting from $135,000 in proceeds from convertible notes and $671,733 in proceeds from promissory notes, offset by repayment of promissory notes of $225,000.

 

During the nine months ended September 30, 2023, financing activities provided $2,314,000, resulting from $2,025,000 in proceeds from convertible notes, $100,000 in proceeds from promissory notes, and $189,000 in proceeds from the exercise of warrants.

 

Amendments to Outstanding Promissory Notes

 

On various dates from April 1 to April 8, 2024, with an effective date as of March 29, 2024, we entered into the following transactions regarding our outstanding promissory notes:

 

	●	Pursuant to a Convertible Note Amendment Agreement with each of five investors holding convertible notes in the aggregate principal amount of $1,750,000 with accrued interest of $125,646, each of these investors agreed to (a) extend the maturity date of their note to the earlier of (i) September 30, 2024 or (ii) the closing of an “uplisting” transaction in which our common stock is traded on a national securities exchange and (b) impose a limitation on their conversions so that the investor will not effect a conversion under its note until the earlier of (i) the uplisting transaction closing or (ii) July 1, 2024.
	●	Pursuant to a Convertible Note Amendment Agreement with one investor holding a convertible note in the principal amount of $50,000 with accrued interest of $3,583, the investor agreed to: (a) extend the maturity date of its note to the earlier of (i) March 31, 2025 or (ii) the closing of an uplisting transaction in which our common stock is traded on a national securities exchange and (b) impose a limitation on its conversions so that the investor will not effect a conversion under its note until the earlier of (i) the uplisting transaction closing or (ii) the maturity date.
	●	Pursuant to a Promissory Note Amendment Agreement with one investor holding a promissory note in the principal amount of $25,000 with accrued interest of $2,971, the investor agreed to: (a) extend the maturity date of its note to the earlier of (i) March 31, 2025 or (ii) the closing of an uplisting transaction in which our common stock is traded on a national securities exchange and (b) impose a limitation on conversions so that the investor will not effect a conversion under its note until the earlier of (i) the uplisting transaction closing or (ii) the maturity date.

 

In consideration for the extensions of the maturity date and agreement not to convert their notes, the principal amount due under each note was increased by 30% and the interest rate of each note was increased to 10% beginning on the effective date of March 29, 2024. We negotiated the note amendments with the investors, all of whom are unaffiliated with our company, on an arm’s-length basis. As additional consideration for each note amendment, we also issued to the investors a total of 237,250 shares of our common stock on a pro rata basis.

 

 

 

Fair Value of Financial Instruments

 

For certain of our financial instruments, including cash and equivalents, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to our short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by us. ASC Topic 825, “Financial Instruments,” defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:

 

	●	Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
	●	Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that we value using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.
	●	Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity).

 

Derivative Financial Instruments

 

We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Certain warrants issued by us contain terms that result in the warrants being classified as derivative liabilities for accounting purposes. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not required for smaller reporting companies.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

David Graber, who serves as our Chief Executive Officer and Chairman of the Board, Sebastian Lux, who serves as our President and Chief Operating Officer and Agustin Cabo, who serves as our Chief Financial Officer and Principal Financial Officer (collectively referred to herein as “Senior Management”), evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2024. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Senior Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on its evaluation, Senior Management concluded as of September 30, 2024 that our disclosure controls and procedures were not effective due to the following material weaknesses in our internal control over financial reporting:

 

	●	We do not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting transactions. Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual consolidated financial statements would not be prevented or detected on a timely basis.
	●	We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 which is applicable to us. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represents a material weakness.
	●	We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represents a material weakness.
	●	We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
	●	We do not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

 

Notwithstanding the identified material weaknesses, Senior Management believes the consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

 

Changes in Internal Controls Over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, Senior Management is currently seeking to improve our controls and procedures in an effort to remediate the deficiencies described above.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2023, as filed with the Securities and Exchange Commission on April 1, 2024. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this Quarterly Report on Form 10-Q. As a “smaller reporting company” as defined by Item 10 of Regulation S-K, our company is not required to provide any additional information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The following information represents securities sold by our company during the period covered by this Quarterly Report and the subsequent period, which were not registered under the Securities Act. Included are sales of reacquired securities, as well as new issues, securities issued in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities. All issuances were exempt under Section 4(a)(2) of the Securities Act unless otherwise noted.

 

	●	On November 11, 2024, the Corporation issued 3,332 shares of Common Stock as compensation for services provided.
	●	On November 11, 2024, the Corporation issued 2,499 shares of Common Stock as compensation for services provided.
	●	On November 11, 2024, the Corporation issued 5,000 shares of Common Stock as compensation for services provided.
	●	On November 11, 2024, the Corporation issued 50,000 shares of Common Stock to a related party as compensation for services provided.
	●	On November 11, 2024, the Corporation issued 50,000 shares of Common Stock to a related party as compensation for services provided.
	●	On November 11, 2024, the Corporation issued 25,000 shares of Common Stock to a related party as compensation for services provided.
	●	On November 11, 2024, the Corporation issued 71,879 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.
	●	On November 11, 2024, the Corporation issued 71,879 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.
	●	On November 11, 2024, the Corporation issued 27,963 shares of Common Stock to facilitate the extension of the maturity date of a promissory note.
	●	On November 11, 2024, the Corporation issued 87,642 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.
	●	On November 11, 2024, the Corporation issued 269,709 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.
	●	On November 11, 2024,the Corporation issued 125,808 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.
	●	On November 11, 2024, the Corporation issued 7,800 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.
	●	On November 11, 2024, the Corporation issued 52,000 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.

 

 

	●	On November 11, 2024, the Corporation issued 146,687 shares of Common Stock to a related party to facilitate the extension of the maturity date of a consolidation promissory note.
	●	On November 11, 2024, the Corporation issued 66,225 shares of Common Stock to a related party in compliance with the Most Favored Nation (MFN) terms of a convertible note.
	●	On November 11, 2024, the Corporation issued 63,466 shares of Common Stock to a related party in compliance with the Most Favored Nation (MFN) terms of a convertible note.
	●	On November 11, 2024, the Corporation issued 48,202 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.
	●	On November 11, 2024, the Corporation issued 9,223 shares of Common Stock to Brett Hawkin in compliance with the Most Favored Nation (MFN) terms of a promissory note.
	●	On November 11, 2024, the Corporation issued 6,500 shares of Common Stock to a related party in compliance with the Most Favored Nation (MFN) terms of a convertible note.
	●	On November 11, 2024, the Corporation issued 6,500 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.
	●	On November 11, 2024, the Corporation issued 14,384 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.
	●	On November 11, 2024, the Corporation issued 6,605 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.
	●	On November 11, 2024, the Corporation issued 17,832 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.
	●	On November 11, 2024, the Corporation issued 7,800 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.
	●	On November 11, 2024, the Corporation issued 13,000 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.

. 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

 

Item 6. Exhibits

 

Exhibit Number		Exhibit Description
3.1		Certificate of Incorporation, dated March 26, 2007 (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 9, 2010).
3.2		Bylaws, as amended (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 9, 2010).
3.3		Certificate of Amendment of Certificate of Incorporation, dated October 4, 2010 (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 7, 2010).
3.4		Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 1, 2018).
3.5		Certificate of Designation for Series A Preferred Shares (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 23, 2022).
3.6		Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 26, 2022).
3.7		Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 8, 2023).
4.1		Description of Securities (incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 21, 2023).
10.1		Form of Note Amendment and Extension Agreement between the Company and investors (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 16, 2024).
31.1*		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a)
31.2*		Certificate of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a)
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350
32.2*		Certificate of Principal Financial Officer Pursuant to 18 U.S.C. 1350
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

*	Filed herewith.

 

 

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.

 

November 14, 2024	AMERICAN BATTERY MATERIALS, INC.
	By:	/s/ David E. Graber
		David E. Graber
		Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Agustin Cabo
		Agustin Cabo
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

 

Exhibit 31.1

 

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

 

I, David Graber, certify that:

 

1.	I have reviewed this quarterly report on Form 10-Q of American Battery Materials, Inc. for the quarterly period ended September 30, 2024.
2.	Based on my knowledge, this quarterly 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 quarterly 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.	The registrant’s other certifying officer and I are 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of 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: November 14, 2024	/s/ David E. Graber
	David E. Graber
	Chief Executive Officer
	(Principal Executive Officer)

 

 

 

Exhibit 31.2

 

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

 

I, Agustin Cabo, certify that:

 

1.	I have reviewed this quarterly report on Form 10-Q of American Battery Materials, Inc. for the quarterly period ended September 30, 2024.
2.	Based on my knowledge, this quarterly 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 quarterly 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.	The registrant’s other certifying officer and I are 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of 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: November 14, 2024	/s/ Agustin Cabo
	Agustin Cabo
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

 

 

 

Exhibit 32.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

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 of American Battery Materials, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Graber, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 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; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: November 14, 2024	/s/ David E. Graber
	David E. Graber
	Chief Executive Officer
	(Principal Executive Officer)

 

 

 

Exhibit 32.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

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 of American Battery Materials, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Agustin Cabo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 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; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: November 14, 2024	/s/ Agustin Cabo
	Agustin Cabo
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

 

 

v3.24.3

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41594
Entity Registrant Name	AMERICAN BATTERY MATERIALS, INC.
Entity Central Index Key	0001487718
Entity Tax Identification Number	22-3956444
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	500 West Putnam Avenue
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06830
City Area Code	800
Local Phone Number	998-7962
Title of 12(b) Security	Common Stock
Trading Symbol	BLTH
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		11,931.869

v3.24.3

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 3,233	$ 7,376
Prepaid expenses and other assets	111,441	143,202
Total current assets	114,674	150,578
Noncurrent assets
Mineral claims	206,000	206,000
Total assets	320,674	356,578
Current Liabilities:
Accounts payable	340,088	164,948
Accrued expenses	752,760	449,196
Accrued interest	183,760	251,570
Promissory notes payable, net of discount	143,022	300,000
Promissory notes payable – related party	564,182	175,000
Convertible notes payable, net of discount	2,907,953	1,971,503
Convertible notes payable – related party	422,787	25,000
Current capital lease obligation	36,254	36,254
Total current liabilities	5,350,806	3,373,471
Total Liabilities	5,350,806	3,373,471
Stockholders’ deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding
Common stock, $0.001 par value, 4,500,000,000 shares authorized, 11,674,934 and 11,373,793 shares issued and outstanding, respectively	11,675	11,373
Additional paid in capital	17,239,714	17,211,373
Accumulated deficit	(22,281,521)	(20,239,639)
Total stockholders’ deficit	(5,030,132)	(3,016,893)
Total liabilities and stockholders’ deficit	$ 320,674	$ 356,578

v3.24.3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	4,500,000,000	4,500,000,000
Common stock, shares issued	11,674,934	11,373,793
Common stock, shares outstanding	11,674,934	11,373,793

v3.24.3

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating Expenses
General and administrative	$ 506,019	$ 624,952	$ 1,215,845	$ 2,165,494
Total operating expenses	506,019	624,952	1,215,845	2,165,494
Operating loss	(506,019)	(624,952)	(1,215,845)	(2,165,494)
Other Expenses / Income
Gain (loss) on settlement of liabilities			(516,083)	67,984
Fair value of stock issued for note modification		(168,856)	(14,382)	(168,856)
Extension fees due to SPAC Sponsor		(101,662)		(101,662)
Interest expense	(121,245)	(47,554)	(295,572)	(94,771)
Total other expenses / income	(121,245)	(318,072)	(826,037)	(297,305)
Income (loss) from operations before income taxes	(627,264)	(943,024)	(2,041,882)	(2,462,799)
Provision for income taxes
Net Income (Loss)	$ (627,264)	$ (943,024)	$ (2,041,882)	$ (2,462,799)
Net loss per share - basic	$ (0.05)	$ (0.08)	$ (0.18)	$ (0.22)
Net loss per share - diluted	$ (0.05)	$ (0.08)	$ (0.18)	$ (0.22)
Weighted average common shares - basic	11,716,085	11,237,858	11,570,098	11,082,127
Weighted average common shares - diluted	11,716,085	11,237,858	11,570,098	11,082,127

v3.24.3

Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance, value at Dec. 31, 2022	$ 5	$ 10,819	$ 16,543,601	$ (17,854,837)	$ (1,300,412)
Balance, shares at Dec. 31, 2022	50,000	10,818,522
Shares issued for services		$ 183	373,467		373,650
Shares issued for services, shares		183,056
Shares issued for warrant exercise		$ 166	188,834		189,000
Shares issued for warrant exercise, shares		165,789
Shares issued for cashlesswarrant exercise		$ 56	(56)
Shares issued for cashless warrant exercise, shares		55,998
Conversion of preferred stock to common stock	$ (5)	$ 33	(28)
Conversion of preferred stock to common stock, shares	(50,000)	33,333
Shares issued for note modification		$ 55	168,801		168,856
Shares issued for note modification, shares		55,451
Shares issued with notes		$ 43	72,420		72,463
Shares issued with notes, shares		43,489
Net loss				(2,462,799)	(2,462,799)
Balance, value at Sep. 30, 2023		$ 11,355	17,347,039	(20,317,636)	(2,959,242)
Balance, shares at Sep. 30, 2023		11,355,638
Balance, value at Dec. 31, 2022	$ 5	$ 10,819	16,543,601	(17,854,837)	(1,300,412)
Balance, shares at Dec. 31, 2022	50,000	10,818,522
Balance, value at Dec. 31, 2023		$ 11,373	17,211,373	(20,239,639)	(3,016,893)
Balance, shares at Dec. 31, 2023		11,373,793
Shares issued for services		$ 42	14,219		14,261
Shares issued for services, shares		41,391
Shares issued for note modification		$ 260	14,122		14,382
Shares issued for note modification, shares		259,750
Net loss				(2,041,882)	(2,041,882)
Balance, value at Sep. 30, 2024		$ 11,675	$ 17,239,714	$ (22,281,521)	$ (5,030,132)
Balance, shares at Sep. 30, 2024		11,674,934

v3.24.3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash Flows from Operating Activities
Net income (loss)	$ (627,264)	$ (943,024)	$ (2,041,882)	$ (2,462,799)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation			14,261	446,113
Loss (Gain) on settlement of liabilities			516,083	(67,984)
Fair value of stock issued for note modification		168,856	14,382	168,856
Amortization of debt discount			28,497	(89,876)
Changes in operating assets and liabilities:
Prepaid expenses and other assets			31,761	(17,851)
Accounts payable and accrued expenses			631,112	65,424
Accrued interest			219,910	46,517
Net cash used in operating activities			(585,876)	(1,911,600)
Cash Flows from Investing Activities:
Acquisition of mineral claims				(106,000)
Net cash provided by (used in) investing activities				(106,000)
Cash Flows from Financing Activities
Proceeds from convertible notes			55,000	2,025,000
Proceeds from convertible notes – related party			80,000
Proceeds from promissory notes			671,733	100,000
Repayment of promissory notes			(225,000)
Proceeds from warrant exercises				189,000
Net cash provided by financing activities			581,733	2,314,000
Net increase (decrease) in cash			(4,143)	296,400
Cash, beginning of period			7,376	42,582	$ 42,582
Cash, end of period	$ 3,233	$ 338,982	3,233	338,982	$ 7,376
Supplemental disclosures:
Interest paid
Supplemental disclosures of non-cash items:
Accounts payable and accrued payable exchanged for convertible note			440,129
Receivable for convertible notes
Cashless exercise of warrants

v3.24.3

Nature of the Business	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of the Business	Note 1 - Nature of the Business   American Battery Materials, Inc. (the “Company”) is a US based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner.   The Company formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout North America. Due to the nationwide shutdown related to the COVID-19 pandemic, the Company spent a portion of 2020 restructuring and retiring certain corporate debt and obligations, while focusing on implementing a new operational direction.   Through the corporate reorganization and repositioning process, the Company found itself with the unique opportunity to expand its management team and acquire mining claims that historically reported high levels of Lithium and other tech minerals. The Company hired and affiliated itself with industry veterans that bring decades of experience, credibility and relationships.   On November 5, 2021, the Company acquired the rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah for $100,000. The acquisition was driven by historical mineral data from seven (7) existing wells with brine aquifer access. The independent third-party Technical Report indicated that further investment and development in the claims were warranted.   On April 25, 2023, the Company formed Mountain Sage Minerals, LLC, a Utah limited liability company, of which it is the 100% owner. The Company will look to expand its holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities through this new LLC.   On May 1, 2023, FINRA completed the processing of our application for a name change, and our name was officially changed to American Battery Materials, Inc. At the same time, the Company’s trading symbol was changed to BLTH. These changes better reflect the business of the Company.   On June 1, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition II Corp., a Delaware corporation (“SGII”), and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of SGII (“Merger Sub”). SGII is a blank check company, also referred to as a special purpose acquisition company, formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. Following material changes to the transaction proposed by SGII making the transaction untenable to us, on November 20, 2023, SGII notified us that it had elected to terminate the Merger Agreement.   On August 4, 2023, the Company filed an Amendment to the Certificate of Incorporation (the “Amendment”) in order to effect a reverse stock split in the ratio of 1-for-300 (the “Reverse Split”). The Company and its shareholders holding a majority of the issued and outstanding shares of stock of the Company entitled to vote previously approved a reverse stock split for not less than 1-for-10 and not more than 1-for-1,000, at any time prior to October 20, 2023, with the Company’s Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above range. On August 1, 2023, the Company’s unanimously approved the Reverse Split and authorized the filing of the Amendment. On December 8, 2023, the company effectuated the reverse split of the common stock by a ratio of one-for-300 (the “Reverse Split”). All per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect the Reverse Split.   The Company has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks with numerous extraction providers. Selective mineral extraction is clearly the most cost-effective and ESG friendly approach currently available. Technologies are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines back down into the aquifer. The prospective partners have been provided the analytical results from the technical reports, but will soon provide current results, analytical, geotech modeling, aquifer modeling, recharge, flows and depth.

v3.24.3

Going Concern	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 2 - Going Concern   The accompanying consolidated financial statements have been prepared on a going concern basis. The Company had net loss of $2,041,882 during the nine months ended September 30, 2024, has accumulated losses totaling $22,281,521, and has a working capital deficit of $5,236,132  as of September 30, 2024. These factors, among others, indicate that the Company may be unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.     Until the Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional financing. The Company hopes to raise additional financing, potentially through the sale of debt or equity instruments, or a combination, to fund its operations for the next 12 months and allow the Company to continue the development of its business plans and satisfy its obligations on a timely basis. Should additional financing not be available, the Company will have to negotiate with its lenders to extend the repayment dates of its indebtedness. There can be no assurance that the Company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing. These conditions have raised substantial doubt as to the Company’s ability to continue as a going concern for one year from the issuance of the financial statements, which has not been alleviated.

v3.24.3

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 - Summary of Significant Accounting Policies   Basis of Presentation and Principles of Consolidation   The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The Company’s fiscal year end is December 31.   Use of Estimates   The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and be based on events different from those assumptions. Future events and their effects cannot be predicted with certainty; estimating, therefore, requires the exercise of judgment. Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information is obtained.   Property and Equipment   Property and equipment are stated at cost less depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets. Equipment has estimated useful lives between three and seven years. Expenditures for repairs and maintenance are charged to expense as incurred.   Impairment of Long-lived Assets   Long-lived assets, such as property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value.   Mineral Rights and Properties   The Company capitalizes acquisition costs until the Company determines the economic viability of the property. Since the Company does not have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) Regulation S-K Item 1300, exploration expenditures are expensed as incurred. The Company expenses mineral lease costs and repair and maintenance costs as incurred. The Company reviews the carrying value of our properties for impairment, including mineral rights, upon the occurrence of events or changes in circumstances that indicate the related carrying amounts may not be recoverable. During the period ending December 31, 2023, the Company took action to expand on its rights to 102 federal mining claims located in the Lisbon Valley of Utah that it purchased on November 5, 2021, for $100,000. The Company acquired and staked additional lithium mining claims adjacent to its Lisbon Valley Project in Utah for $106,000. The new claims have been registered with the Bureau of Land Management. The Company now owns a total of 743 placer claims over 14,260 acres, comprised of (i) the 102 original claims held; and (ii) the 641 new claims. No impairment or capitalizable costs related to the mineral claims were noted during the nine months ended September 30, 2024 and 2023.   Earnings Per Share   The Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the number of additional shares that would have been outstanding if dilutive potential shares had been issued. In a loss period, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive.   As of September 30, 2024, and December 31, 2023, there were approximately 285,728 and 657,407 shares respectively, potentially issuable under convertible debt agreements, options, warrants and preferred stock that could dilute basic earnings per share if converted that were excluded from the nine months ended September 30, 2024 and 2023 because their inclusion would have been anti-dilutive due to the Company’s net losses.     Derivative Financial Instruments   The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting purposes. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.   Fair Value of Financial Instruments   For certain of the Company’s financial instruments, including cash and equivalents, prepaid expenses and other assets, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:     ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.         ● Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.         ● Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2.   Stock-Based Compensation   The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all stock-based awards granted to employees, directors and non-employees to be measured at grant date fair value of the equity instrument issued and recognized as expense. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equivalent to the vesting period. The fair value of each stock option granted is estimated using the Black-Scholes option pricing model. The measurement date for the non-forfeitable awards to non-employees that vest immediately is the date the award is issued.   Revenue Recognition   We recognize revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue recognition principles, an entity is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price, allocate the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e., either over time or at a point in time). ASC 606 further requires that companies disclose sufficient information to enable readers of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.   The Company recognized $0 revenue during the nine months ended September 30, 2024 and 2023.   Recent Accounting Pronouncements   The Company has examined recent accounting pronouncements and determined that they will not have a material impact on its financial position, results of operations, or cash flows.

v3.24.3

Debt	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Debt	Note 4 – Debt   Promissory Notes Payable   In 2014 and 2016, the Company issued two promissory notes in the total principal amount of $70,000; a $40,000 Note issued Dec 19, 2014; and, a $30,000 Note issued on March 29, 2016. Each note had a one-year maturity date; was governed by California law; bears interest at 10% per annum; and, requires notice from the holder in order for the respective Note to be in default. The holder of each Note has failed to provide a notice of default under either Note. Further, enforceability of each Note is uncertain as California law has a 6-year statute of limitations (commences on the maturity date) to initiate a collection action on a note. At December 31, 2023, neither of the Notes was in default and the balance outstanding was $70,000.   During the year ended December 31, 2016, the Company issued two additional unsecured promissory notes and borrowed an aggregate amount of $80,000. $30,000 is represented by a note issued on Sept 23, 2016. This note had a one-year maturity date; was governed by California law; bears interest at 10% per annum; and, requires notice from the holder in order to be in default. The holder of this Note has failed to provide a notice of default. Further, enforceability of this Note is uncertain as California law has a 6-year statute of limitations (commences on the maturity date) to initiate a collection action on a note. At December 31, 2023, this Note was not in default and the balance outstanding was $30,000. $50,000 is represented by a note issued on Nov 20, 2016. During the year ended December 31, 2022, total principal and accrued interest in the amount of $50,000 of principal and $27,972 of interest were converted into a $95,088 convertible note dated September 23, 2022. The replacement note was converted in shares of our common stock during the quarter ended December 31, 2022. As of December 31, 2023, the original $50,000 note was no longer issued and outstanding.   Accrued interest at December 31, 2023 on these notes totaled $134,414.   During the nine months ended September 30, 2024, the above mentioned promissory notes were forgiven. The principal in the amount of $100,000 and accrued interest in the amount of $2,997 were exchanged by the new convertible note in the amount of $102,997. Accrued interest in the amount of $131,417 was forgiven by noteholder.   During the year ended December 31, 2022, the Company entered into 5 promissory note agreements in the aggregate amount of $250,000, of which $175,000 with the related parties. The notes have a 1-year term, bear interest of 7% and 9% if paid in cash. During the year ended December 31, 2023, due dates of 4 promissory notes were extended for 7 – 9 months, of which 3 notes with related parties for $175,000. A total of 168,400 shares of common stock were issued to related party in connection with the agreement of the holder to extend the maturity date of a $100,000 note. The outstanding principal balance was $250,000 as of December 31, 2023. Accrued interest at December 31, 2023 on these notes totaled $19,880.   During the nine months ended September 30, 2024:     ● On March 21, 2024, two (2) promissory note agreements with the related party in the aggregate amount of $75,000 and accrued interest in the amount of $2,710 were forgiven by noteholder. The noteholder was issued new convertible note in exchange.         ● On March 22, 2024, one (1) promissory note in the aggregate amount of $50,000 and accrued interest in the amount of $5,322 were forgiven by noteholder. The noteholder was issued new convertible note in exchange.         ● On March 22, 2024, one (1) promissory note agreement with the related party in the aggregate amount of $100,000 and accrued interest in the amount of $10,500 were forgiven by noteholder. The noteholder was issued new convertible note in exchange.         ● On March 28, 2024, one (1) promissory note agreement in the aggregate amount of $25,000 was amended with increase in principal to $35,471, increase of intertest rate from 9% to 10% and extended for 1 year. A total of 3,250 shares of common stock were issued as additional consideration for the note amendment. Accrued interest as of September 30, 2024 was $1,833.         ● Between May 16 and August 28, 2024, five (5) short-term promissory notes in the aggregate amount of $564,182 were issued to the related party. The notes bare interest of 8%. The outstanding principal balance was $564,182 as of September 30, 2024. Accrued interest at September 30, 2024 on these notes totaled $10,125.   During the year ended December 31, 2023, the Company entered into short-term promissory note agreement in the amount of $125,000. The note has a discount of $25,000. A total of 8,500,000 shares of common stock were issued as additional consideration for the issuance of the note evidencing the loan. On December 29, 2023, the promissory note was bought by another holder not affiliated with the Company, then exchanged by a new note on January 1, 2024 with an increase of principal to $175,000 and interest rate of 10%. During the nine months ended September 30, 2024 the note was extended to July 12, 2024, increasing principal to $225,000. A total of 22,500 shares of common stock were issued as additional consideration for the note extension. During the nine months ended September 30, 2024 the note was partially repaid in the amount of $150,000. Remaining principal in the amount of $75,000 and accrued interest in the amount of $32,551 were exchanged into a new note promissory note. The new short-term promissory note in the amount of $107,551 bears interest of 10%. The outstanding principal balance was $107,551 as of September 30, 2024. Accrued interest as of September 30, 2024 was $2,420.       Convertible Notes Payable and Convertible Notes Payable – Related Party   In February 2023, the Company entered into a convertible promissory note agreement in the amount of $25,000 with a related party. The note has a 1 year term, bears interest of 9% and has a conversion price equal to the lesser of (1) the most recent issuance price; or, (2) closing price for the common stock on the maturity date. The outstanding principal balance was $25,000 as of December 31, 2023. Accrued interest as of December 31, 2023 was $1,881. During the nine months ended September 30, 2024, total principal in the amount of $25,000 and accrued interest in the amount of $2,574 were forgiven by noteholder. The noteholder was issued new convertible note in exchange.   During the year ended December 31, 2023, the Company entered into Note Purchase Agreements with seven investors not affiliated with the Company (the “Purchasers”) pursuant to which the Purchasers purchased from the Company convertible notes (the “Convertible Notes”) with an aggregate principal amount of $2,000,000. A total of 67,239 shares of common stock were issued according to the note agreements or as additional consideration for the issuance of the notes. The outstanding principal and accrued interest balances at December 31, 2023 were $2,000,000 and $95,396, respectively.   The Convertible Notes provide for a maturity of 12-months; 7.5% interest per annum; and, no right to prepay during the first 6-months after the date of issuance (the “Issuance Date”). The Convertible Notes are convertible into shares of common stock of the Company (the “Conversion Shares”) as follows:   (a) The Convertible Notes automatically convert into Conversion Shares upon the shares of the Company’s common stock being listed on a higher exchange due to the (i) pricing and funding of an S-1 registration statement; or, (ii) the closing of a transaction resulting in the uplist (either, a “Triggering Transaction”). The conversion price for the Conversion Shares in an automatic conversion shall be equal to:   (1) 75% of the price under the Triggering Transaction if within 120-days of the Issuance Date;   (2) 70% of the price under the Triggering Transaction if within 121 to 150-days of the Issuance Date;   (3) 65% of the price under the Triggering Transaction if more than 150-days of the Issuance Date.   (b) The Purchasers have the right to convert into Conversion Shares, in whole or in part, at any time after 180-days following the Issuance Date. The conversion price for the Conversion Shares in a voluntary conversion shall be equal to 65% of the volume weighted average price for the Company’s common stock during the 20-consecutive trading days preceding the conversion.   During the nine months ended September 30, 2024, notes with six investors not affiliated with the Company were amended with increase in principal from $1,800,000 to $2,469,229, increase of intertest rate from 7.5% to 10% and extended until September 30, 2024. A total of 234,000 shares of common stock were issued according to the note agreements or as additional consideration for the note amendment. As of September 30, 2024 total principal and accrued interest on these six notes totaled $2,469,229 and $126,891, respectively.   Conditions of the note with one (1) Purchaser remained unchanged. As of September 30, 2024 total principal and accrued interest of the note totaled $200,000 and $16,125 respectively.   During the nine months ended September 30, 2024, the Company entered into seven convertible promissory note agreements in the aggregate amount of $661,511, of which $422,787 with the related parties. The Convertible Notes provide for a maturity of 10 and 12-months; 7.5% and 8% interest per annum. Accrued interest as of September 30, 2024 was $26,366.   Scheduled maturities of debt remaining as of September 30, 2024 for each respective fiscal year end are as follows:   Schedule of Maturities of Debt            2024   $ 3,302,379   2025     735,565   Total   $ 4,037,944

v3.24.3

Capital Lease Obligations	9 Months Ended
	Sep. 30, 2024
Capital Lease Obligations
Capital Lease Obligations	Note 5 - Capital Lease Obligations   During the year ended December 31, 2018, the Company entered into various capital lease agreements. The leases expire at various points through the year ended December 31, 2023.   The following schedule provides minimum future rental payments required as of September 30, 2024.   Schedule of Minimum Future Rental Payments            2024   $ 36,692   Total minimum lease payments     36,692   Less: Amount represented interest     (438 ) Present value of minimum lease payments and guaranteed residual value   $ 36,254

v3.24.3

Capital Stock	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Capital Stock	Note 6 - Capital Stock   The Company filed a certificate of amendment to its certificate of incorporation, which effectuated as of December 8, 2023, a reverse split of the Company’s common stock by a ratio of one-for-300 (the “Reverse Split”). All per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect the Reverse Split.   On October 20, 2022 the Company, following receipt of written approval from stockholders acting without a meeting and holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting, filed an amendment to its Certificate of Incorporation to (i) change the name of the Company to “American Battery Materials, Inc.” (the “Name Change”); and (ii) increase the total number of authorized shares of the Company’s common stock, par value $0.001 per share, from 600,000,000 to 4,500,000,000 (the “Authorized Share Increase”). The Authorized Share Increase was effective as of October 20, 2022. The Name Change was processed by FINRA and was effective as of May 1, 2023, at which time the Company’s trading symbol was changed to BLTH.   On October 20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86% of the issued and outstanding shares of stock of the Company entitled to vote took action by written consent and without a meeting, pursuant to Delaware General Corporate Law Section 228 and adopted and approved the following actions:     1. Future amendment of the Company’s Certificate of Incorporation to implement a decrease in the authorized shares of the Company’s Common Stock from 4,500,000,000 to a number of not less than 10,000,000 and not more than 2,000,000,000 (the “Authorized Share Reduction”), at any time prior to October 20, 2023 (the “Anniversary Date”), with the Board having the discretion to determine whether or not the Authorized Share Reduction is to be effected, and if effected, the exact number of the Authorized Share Reduction within the above range.         2. Future amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-1,000, (the “Reverse Split”), at any time prior to the Anniversary Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected and if effected, the exact ratio for the Reverse Split within the above range.   Preferred Stock   The Company has authorization for preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to common stock. As of September 30, 2024 and December 31, 2023, there were 10,000,000 shares of preferred stock authorized, and 0 and 0 shares issued and outstanding, respectively.   Common Stock   The Company has authorized 4,500,000,000 shares of common stock, with 11,674,934 and 11,373,793 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.   During the nine months ended September 30, 2024, the Company issued 41,391 shares of common stock for services valued at $14,261 and 259,750 shares of common stock for note modification.   During the nine months ended September 30, 2023, the Company issued 54,916,669 shares of common stock for services valued at $373,650; 49,736,843 shares of common stock upon warrant exercises for an aggregate exercise price of $189,000; 16,799,491 shares of common stock upon cashless warrant exercise; 10,000,000 shares of common stock upon conversion of 50,000 shares of its Series A Preferred stock, 16,635,226 shares of common stock for note modification, and 13,046,809 shares of common stock in relation to issuance of promissory and convertible notes.

v3.24.3

Stock Options and Warrants	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Stock Options and Warrants	Note 7 - Stock Options and Warrants   Warrants   As of September 30, 2024, the Company had the following warrant securities outstanding:   Schedule of Warrant Securities Outstanding      Warrants     Exercise Price     Expiration   2018 Warrants –financing     1,833     $ 1.14       November 2024   2019 Warrants –financing     33,333     $ 1.14       October 2024   2020 Warrants for services     10,000     $ 1.14       February 2025   2022 Exchange warrants     237,231     $ 1.14       September 2025   Total     282,397                       A summary of all warrant activity for the nine months ended September 30, 2024, is as follows:   Schedule of Warrant Activity  Post-split   Number of Warrants     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term   Balance outstanding at December 31, 2023     297,064     $ 1.34       2.32   Granted     -       -       -   Exercised     -       -       -   Cancelled     -       -       -   Expired     (14,667 )     1.47       -   Balance outstanding at September 30, 2024     282,397     $ 1.20       0.84   Exercisable at September 30, 2024     282,397     $ 1.20       0.84     The intrinsic value of the outstanding warrants as of September 30, 2024, was $0, as the exercise prices exceeded the common stock’s fair market value per share on that date.   Equity Incentive Plan   On July 22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”) and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance under the Plan of 16,667 shares. On November 16, 2017, the Board of Directors approved an increase of 33,333 shares to be made available for issuance under the Plan. Accordingly, the total number of shares of common stock available for issuance under the Plan is 50,000 shares. Awards may be granted to employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies. Such options may be designated at the time of grant as either incentive stock options or nonqualified stock options. Stock-based compensation includes expense charges related to all stock-based awards. Such awards include options, warrants and stock grants. Generally, the Company issues stock options that vest over three years and expire in 5 to 10 years. There are currently no awards issued and outstanding under the Plan.

v3.24.3

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 8 - Subsequent Events     ● On October 7, 2024, the Company issued a convertible promissory note for the principal amount of $50,000.         ● On October 21, 2024, the Company issued a convertible promissory note to a related party for the principal amount of $25,000.         ● On October 23, 2024, the principal of a convertible note was increased by $82,937.50 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 71,879 shares of Common Stock to facilitate the extension of the maturity date.         ● On October 23, 2024, the principal of a convertible note was increased by $82,937.50 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 71,879 shares of Common Stock to facilitate the extension of the maturity date.         ● On October 23, 2024, the principal of a promissory note was increased by $32,265.41 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 27,963 shares of Common Stock to facilitate the extension of the maturity date.         ● On October 23, 2024, the principal of a convertible note was increased by $101,125.00 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 87,642 shares of Common Stock to facilitate the extension of the maturity date.           ● On October 23, 2024, the principal of a convertible note was increased by $311,203.13 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 269,709 shares of Common Stock to facilitate the extension of the maturity date.         ● On October 23, 2024, the principal of a convertible note was increased by $145,162.50 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 125,808 shares of Common Stock to facilitate the extension of the maturity date.         ● On October 23, 2024, the principal of a related party convertible note was increased by $9,000.00 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 7,800 shares of Common Stock to facilitate the extension of the maturity date.         ● On October 23, 2024, the principal of a convertible note was increased by $60,000.00 in exchange for extending the maturity date of the note to March 31, 2025. Additionally, the Corporation issued 52,000 shares of Common Stock to facilitate the extension of the maturity date.         ● On October 23, 2024, the principal of five promissory notes of a related party was increased by $169,254.50 in exchange for extending the maturity date of the consolidation promissory note to March 31, 2025. Additionally, the Corporation issued 146,687 shares of Common Stock to facilitate the extension of the maturity date.         ● On October 23, 2024, the principal of related party convertible note was increased by $76,414.03 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 66,225 shares of Common Stock, in compliance with the MFN terms.         ● On October 23, 2024, the principal of a related party convertible note was increased by $90,388.56 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 63,466 shares of Common Stock, in compliance with the MFN terms.         ● On October 23, 2024, the principal of a convertible note was increased by $71,067.73 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 48,202 shares of Common Stock, in compliance with the MFN terms.         ● On October 23, 2024, the principal of a promissory note was increased by $10,641.37 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 9,223 shares of Common Stock, in compliance with the MFN terms.         ● On October 23, 2024, the principal of a related party convertible note was increased by $7,500.00 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 6,500 shares of Common Stock, in compliance with the MFN terms.         ● On October 23, 2024, the principal of a convertible note was increased by $7,500.00 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 6,500 shares of Common Stock, in compliance with the MFN terms.         ● On October 23, 2024, the principal of a convertible note was increased by $16,596.58 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 14,384 shares of Common Stock, in compliance with the MFN terms.         ● On October 23, 2024, the principal of a convertible note was increased by $7,621.46 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 6,605 shares of Common Stock, in compliance with the MFN terms.         ● On October 23, 2024, the principal of a convertible note was increased by $20,575.00 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 17,832 shares of Common Stock, in compliance with the MFN terms.         ● On October 23, 2024, the principal of a convertible note was increased by $9,000.00 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 7,800 shares of Common Stock, in compliance with the MFN terms.         ● On October 23, 2024, the principal of a convertible note was increased by $15,000.00 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 13,000 shares of Common Stock, in compliance with the MFN terms.         ● On October 16, 2024, the non-binding letter of intent (LOI) between American Battery Materials, Inc. (OTC Pink: BLTH) and a Nasdaq-listed special purpose acquisition company (SPAC) for a potential merger transaction expired without a completed agreement

v3.24.3

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation   The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The Company’s fiscal year end is December 31.
Use of Estimates	Use of Estimates   The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and be based on events different from those assumptions. Future events and their effects cannot be predicted with certainty; estimating, therefore, requires the exercise of judgment. Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information is obtained.
Property and Equipment	Property and Equipment   Property and equipment are stated at cost less depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets. Equipment has estimated useful lives between three and seven years. Expenditures for repairs and maintenance are charged to expense as incurred.
Impairment of Long-lived Assets	Impairment of Long-lived Assets   Long-lived assets, such as property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value.
Mineral Rights and Properties	Mineral Rights and Properties   The Company capitalizes acquisition costs until the Company determines the economic viability of the property. Since the Company does not have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) Regulation S-K Item 1300, exploration expenditures are expensed as incurred. The Company expenses mineral lease costs and repair and maintenance costs as incurred. The Company reviews the carrying value of our properties for impairment, including mineral rights, upon the occurrence of events or changes in circumstances that indicate the related carrying amounts may not be recoverable. During the period ending December 31, 2023, the Company took action to expand on its rights to 102 federal mining claims located in the Lisbon Valley of Utah that it purchased on November 5, 2021, for $100,000. The Company acquired and staked additional lithium mining claims adjacent to its Lisbon Valley Project in Utah for $106,000. The new claims have been registered with the Bureau of Land Management. The Company now owns a total of 743 placer claims over 14,260 acres, comprised of (i) the 102 original claims held; and (ii) the 641 new claims. No impairment or capitalizable costs related to the mineral claims were noted during the nine months ended September 30, 2024 and 2023.
Earnings Per Share	Earnings Per Share   The Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the number of additional shares that would have been outstanding if dilutive potential shares had been issued. In a loss period, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive.   As of September 30, 2024, and December 31, 2023, there were approximately 285,728 and 657,407 shares respectively, potentially issuable under convertible debt agreements, options, warrants and preferred stock that could dilute basic earnings per share if converted that were excluded from the nine months ended September 30, 2024 and 2023 because their inclusion would have been anti-dilutive due to the Company’s net losses.
Derivative Financial Instruments	Derivative Financial Instruments   The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting purposes. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.
Fair Value of Financial Instruments	Fair Value of Financial Instruments   For certain of the Company’s financial instruments, including cash and equivalents, prepaid expenses and other assets, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:     ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.         ● Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.         ● Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2.
Stock-Based Compensation	Stock-Based Compensation   The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all stock-based awards granted to employees, directors and non-employees to be measured at grant date fair value of the equity instrument issued and recognized as expense. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equivalent to the vesting period. The fair value of each stock option granted is estimated using the Black-Scholes option pricing model. The measurement date for the non-forfeitable awards to non-employees that vest immediately is the date the award is issued.
Revenue Recognition	Revenue Recognition   We recognize revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue recognition principles, an entity is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price, allocate the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e., either over time or at a point in time). ASC 606 further requires that companies disclose sufficient information to enable readers of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.   The Company recognized $0 revenue during the nine months ended September 30, 2024 and 2023.
Recent Accounting Pronouncements	Recent Accounting Pronouncements   The Company has examined recent accounting pronouncements and determined that they will not have a material impact on its financial position, results of operations, or cash flows.

v3.24.3

Debt (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of Maturities of Debt	Scheduled maturities of debt remaining as of September 30, 2024 for each respective fiscal year end are as follows:   Schedule of Maturities of Debt            2024   $ 3,302,379   2025     735,565   Total   $ 4,037,944

v3.24.3

Capital Lease Obligations (Tables)	9 Months Ended
	Sep. 30, 2024
Capital Lease Obligations
Schedule of Minimum Future Rental Payments	The following schedule provides minimum future rental payments required as of September 30, 2024.   Schedule of Minimum Future Rental Payments            2024   $ 36,692   Total minimum lease payments     36,692   Less: Amount represented interest     (438 ) Present value of minimum lease payments and guaranteed residual value   $ 36,254

v3.24.3

Stock Options and Warrants (Tables)	9 Months Ended
	Sep. 30, 2024
Class of Warrant or Right [Line Items]
Schedule of Warrant Securities Outstanding	As of September 30, 2024, the Company had the following warrant securities outstanding:   Schedule of Warrant Securities Outstanding      Warrants     Exercise Price     Expiration   2018 Warrants –financing     1,833     $ 1.14       November 2024   2019 Warrants –financing     33,333     $ 1.14       October 2024   2020 Warrants for services     10,000     $ 1.14       February 2025   2022 Exchange warrants     237,231     $ 1.14       September 2025   Total     282,397
Warrant [Member]
Class of Warrant or Right [Line Items]
Schedule of Warrant Activity	A summary of all warrant activity for the nine months ended September 30, 2024, is as follows:   Schedule of Warrant Activity  Post-split   Number of Warrants     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term   Balance outstanding at December 31, 2023     297,064     $ 1.34       2.32   Granted     -       -       -   Exercised     -       -       -   Cancelled     -       -       -   Expired     (14,667 )     1.47       -   Balance outstanding at September 30, 2024     282,397     $ 1.20       0.84   Exercisable at September 30, 2024     282,397     $ 1.20       0.84

v3.24.3

Nature of the Business (Details Narrative) - USD ($)				9 Months Ended
	Dec. 08, 2023	Aug. 04, 2023	Nov. 05, 2021	Sep. 30, 2024	Apr. 25, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Purchase of minerals			$ 100,000	$ 106,000
Description of reverse stock split	one-for-300	On August 4, 2023, the Company filed an Amendment to the Certificate of Incorporation (the “Amendment”) in order to effect a reverse stock split in the ratio of 1-for-300 (the “Reverse Split”). The Company and its shareholders holding a majority of the issued and outstanding shares of stock of the Company entitled to vote previously approved a reverse stock split for not less than 1-for-10 and not more than 1-for-1,000, at any time prior to October 20, 2023, with the Company’s Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above range
Sage Minerals LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Ownership percentage					100.00%

v3.24.3

Going Concern (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 627,264	$ 943,024	$ 2,041,882	$ 2,462,799
Accumulated losses	22,281,521		22,281,521		$ 20,239,639
Working capital deficit	$ 5,236,132		$ 5,236,132

v3.24.3

Summary of Significant Accounting Policies (Details Narrative)		9 Months Ended		12 Months Ended
	Nov. 05, 2021 USD ($)	Sep. 30, 2024 USD ($) a shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 shares
Property, Plant and Equipment [Line Items]
Purchase of minerals	$ 100,000	$ 106,000
Area of land | a		14,260
Convertible debt agreements shares | shares		285,728		657,407
Revenue		$ 0	$ 0
Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life		3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life		7 years

v3.24.3

Schedule of Maturities of Debt (Details)	Sep. 30, 2024 USD ($)
Debt Disclosure [Abstract]
2024	$ 3,302,379
2025	735,565
Total	$ 4,037,944

v3.24.3

Debt (Details Narrative) - USD ($)				1 Months Ended	9 Months Ended		12 Months Ended
	Dec. 29, 2023	Sep. 23, 2022	Sep. 23, 2016	Feb. 28, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2016	Nov. 20, 2016	Mar. 29, 2016	Dec. 19, 2014
Debt Instrument [Line Items]
Proceeds from related party debt					$ 80,000
Volume weighted average price rate					65.00%
Common Stock [Member]
Debt Instrument [Line Items]
Number of shares issued						43,489
Two Unsecured Promissory Notes [Member]
Debt Instrument [Line Items]
Bear interest rate			10.00%
Debt term			6 years
Note issued			$ 30,000						$ 80,000	$ 50,000
Balance outstanding							$ 30,000
Principal amount								$ 50,000
Accrued interest								27,972
Interest converted		$ 95,088
Original issued and outstanding							50,000
Accrued interest							134,414
Promissory Notes Payable [Member]
Debt Instrument [Line Items]
Aggregate amount					$ 70,000						$ 30,000	$ 40,000
Bear interest rate					10.00%
Debt term					6 years
Note issued							70,000
Promissory Notes [Member]
Debt Instrument [Line Items]
Principal amount					$ 100,000
Accrued interest					2,997
Convertible Notes [Member]
Debt Instrument [Line Items]
Principal amount					102,997		2,000,000
Accrued interest					$ 131,417		$ 95,396
Number of shares issued							67,239
Aggregate principal amount							$ 2,000,000
Interest rate					7.50%
Five Promissory Note Agreements [Member]
Debt Instrument [Line Items]
Aggregate amount								$ 250,000
Debt term								1 year
Principal amount							250,000
Accrued interest							19,880
Five Promissory Note Agreements [Member] | Minimum [Member]
Debt Instrument [Line Items]
Bear interest rate								7.00%
Five Promissory Note Agreements [Member] | Maximum [Member]
Debt Instrument [Line Items]
Bear interest rate								9.00%
Five Promissory Note Agreements [Member] | Related Party [Member]
Debt Instrument [Line Items]
Aggregate amount								$ 175,000
Three Promissory Note Agreements [Member] | Related Party [Member]
Debt Instrument [Line Items]
Promissory note amount							$ 175,000
Common stock shares issued with related party							168,400
Proceeds from related party debt							$ 100,000
Two Promissory Note [Member]
Debt Instrument [Line Items]
Aggregate amount					$ 75,000
Accrued interest					2,710
One Promissory Note [Member]
Debt Instrument [Line Items]
Aggregate amount					50,000
Accrued interest					5,322
One Promissory Note Agreement [Member]
Debt Instrument [Line Items]
Aggregate amount					$ 25,000
Debt term					1 year
Principal amount					$ 35,471
Accrued interest					$ 1,833
Number of shares issued					3,250
One Promissory Note Agreement [Member] | Minimum [Member]
Debt Instrument [Line Items]
Increase of intertest rate					9.00%
One Promissory Note Agreement [Member] | Maximum [Member]
Debt Instrument [Line Items]
Increase of intertest rate					10.00%
One Promissory Note Agreement [Member] | Related Party [Member]
Debt Instrument [Line Items]
Aggregate amount					$ 100,000
Accrued interest					10,500
Two Promissory Note Agreement [Member]
Debt Instrument [Line Items]
Aggregate amount					564,182
Accrued interest					$ 10,125
Percentage of convertible notes issued					8.00%
Outstanding principal amount					$ 564,182
Short Term Promissory Note Agreement [Member]
Debt Instrument [Line Items]
Aggregate amount							125,000
Principal amount					107,551
Accrued interest					32,551
Accrued interest					2,420
Promissory note amount					107,551
Discount amount							$ 25,000
Increasing principal amount	$ 175,000				$ 225,000
Volume weighted average price rate	10.00%				10.00%
Repaid principal amount					$ 150,000
Remaining principal amount					$ 75,000
Short Term Promissory Note Agreement [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Number of shares issued					22,500		8,500,000
Convertible Promissory Note Agreement [Member]
Debt Instrument [Line Items]
Debt term				1 year
Principal amount					$ 25,000		$ 25,000
Accrued interest					$ 2,574		$ 1,881
Percentage of convertible notes issued				9.00%
Convertible Promissory Note Agreement [Member] | Related Party [Member]
Debt Instrument [Line Items]
Convertible note issued amount				$ 25,000
Triggering Transaction if within 120-days [Member]
Debt Instrument [Line Items]
Conversion percentage					75.00%
Triggering Transaction if within 121 to 150-days [Member]
Debt Instrument [Line Items]
Conversion percentage					70.00%
Triggering Transaction if more than 150-days [Member]
Debt Instrument [Line Items]
Conversion percentage					65.00%
Six Investors [Member]
Debt Instrument [Line Items]
Principal amount					$ 2,469,229
Accrued interest					$ 126,891
Number of shares issued					234,000
Six Investors [Member] | Minimum [Member]
Debt Instrument [Line Items]
Principal amount					$ 1,800,000
Interest rate					7.50%
Six Investors [Member] | Maximum [Member]
Debt Instrument [Line Items]
Principal amount					$ 2,469,229
Interest rate					10.00%
Purchaser [Member]
Debt Instrument [Line Items]
Principal amount					$ 200,000
Accrued interest					16,125
Seven Convertible Promissory Note Agreements [Member]
Debt Instrument [Line Items]
Aggregate amount					661,511
Accrued interest					$ 26,366
Seven Convertible Promissory Note Agreements [Member] | 10 Months Maturity [Member]
Debt Instrument [Line Items]
Interest rate					7.50%
Seven Convertible Promissory Note Agreements [Member] | 12 Months Maturity [Member]
Debt Instrument [Line Items]
Interest rate					8.00%
Seven Convertible Promissory Note Agreements [Member] | Related Party [Member]
Debt Instrument [Line Items]
Aggregate amount					$ 422,787

v3.24.3

Schedule of Minimum Future Rental Payments (Details)	Sep. 30, 2024 USD ($)
Capital Lease Obligations
2024	$ 36,692
Total minimum lease payments	36,692
Less: Amount represented interest	(438)
Present value of minimum lease payments and guaranteed residual value	$ 36,254

v3.24.3

Capital Stock (Details Narrative) - USD ($)				9 Months Ended
	Dec. 08, 2023	Aug. 04, 2023	Oct. 20, 2022	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reverse split	one-for-300	On August 4, 2023, the Company filed an Amendment to the Certificate of Incorporation (the “Amendment”) in order to effect a reverse stock split in the ratio of 1-for-300 (the “Reverse Split”). The Company and its shareholders holding a majority of the issued and outstanding shares of stock of the Company entitled to vote previously approved a reverse stock split for not less than 1-for-10 and not more than 1-for-1,000, at any time prior to October 20, 2023, with the Company’s Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above range
Common stock, par value			$ 0.001	$ 0.001		$ 0.001
Common stock, shares authorized				4,500,000,000		4,500,000,000
Voting rights percentage			63.86%
Preferred stock, shares authorized				10,000,000		10,000,000
Preferred stock, shares issued				0		0
Preferred stock, shares outstanding				0		0
Common stock, shares issued				11,674,934		11,373,793
Common stock, shares outstanding				11,674,934		11,373,793
Shares issued for services				$ 14,261	$ 373,650
Shares issued for warrant exercise					$ 189,000
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of stock, shares issued					50,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of stock, shares issued					10,000,000
Stock issued during period, shares, other					16,635,226
Stock issued during period, shares, new issues					13,046,809
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued for services, shares				41,391	183,056
Shares issued for services				$ 42	$ 183
Shares issued for note modification, shares				259,750	55,451
Number of shares issued for services, shares					54,916,669
Shares issued for warrant exercise, shares					49,736,843
Common stock upon cashless warrant exercise					16,799,491
Stock issued during period, shares, new issues					43,489
Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reverse split			1-for-10
Common stock, shares authorized			600,000,000
Authorized share reduction			10,000,000
Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reverse split			1-for-1,000
Common stock, shares authorized			4,500,000,000
Authorized share reduction			2,000,000,000

v3.24.3

Schedule of Warrant Securities Outstanding (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Class of Warrant or Right [Line Items]
Warrants	282,397
2018 Warrants – financing [Member]
Class of Warrant or Right [Line Items]
Warrants	1,833
Exercise Price | $ / shares	$ 1.14
Expiration	November 2024
2019 Warrants –financing [Member]
Class of Warrant or Right [Line Items]
Warrants	33,333
Exercise Price | $ / shares	$ 1.14
Expiration	October 2024
2020 Warrants for services [Member]
Class of Warrant or Right [Line Items]
Warrants	10,000
Exercise Price | $ / shares	$ 1.14
Expiration	February 2025
2022 Exchange warrants [Member]
Class of Warrant or Right [Line Items]
Warrants	237,231
Exercise Price | $ / shares	$ 1.14
Expiration	September 2025

v3.24.3

Schedule of Warrant Activity (Details) - Warrant [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Number of Warrants, Balance	297,064
Weighted Average Exercise Price, Balance	$ 1.34
Weighted Average Remaining Contractual Term, Balance	10 months 2 days	2 years 3 months 25 days
Number of Warrants, Granted
Weighted Average Exercise Price, Granted
Number of Warrants, Exercised
Weighted Average Exercise Price, Exercised
Number of Warrants, Cancelled
Weighted Average Exercise Price, Cancelled
Number of Warrants, Expired	(14,667)
Weighted Average Exercise Price, Expired	$ 1.47
Number of Warrants, Balance	282,397	297,064
Weighted Average Exercise Price, Balance	$ 1.20	$ 1.34
Number of Warrants, Exercisable	282,397
Weighted Average Exercise Price, Balance	$ 1.20
Weighted Average Remaining Contractual Term, Exercisable	10 months 2 days

v3.24.3

Stock Options and Warrants (Details Narrative) - USD ($)			9 Months Ended
	Nov. 16, 2017	Jul. 26, 2011	Sep. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Intrinsic value of the outstanding warrants			$ 0
Issuance of shares	50,000
Increase in shares	33,333
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options vest expire term			5 years
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options vest expire term			10 years
2011 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of shares		16,667

v3.24.3

Subsequent Events (Details Narrative) - USD ($)		9 Months Ended
	Oct. 23, 2024	Sep. 30, 2023	Oct. 21, 2024	Oct. 07, 2024
Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares		43,489
Subsequent Event [Member] | Promissory Note [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount				$ 50,000
Subsequent Event [Member] | Promissory Note [Member] | Related Party [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount			$ 25,000
Subsequent Event [Member] | Promissory Note One [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 82,937.50
Debt instrument, maturity date	Mar. 31, 2025
Subsequent Event [Member] | Promissory Note One [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	71,879
Subsequent Event [Member] | Promissory Note Two [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 82,937.50
Debt instrument, maturity date	Mar. 31, 2025
Subsequent Event [Member] | Promissory Note Two [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	71,879
Subsequent Event [Member] | Promissory Note Three [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 32,265.41
Debt instrument, maturity date	Mar. 31, 2025
Subsequent Event [Member] | Promissory Note Three [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	27,963
Subsequent Event [Member] | Promissory Note Four [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 101,125.00
Debt instrument, maturity date	Mar. 31, 2025
Subsequent Event [Member] | Promissory Note Four [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	87,642
Subsequent Event [Member] | Promissory Note Five [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 311,203.13
Debt instrument, maturity date	Mar. 31, 2025
Subsequent Event [Member] | Promissory Note Five [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	269,709
Subsequent Event [Member] | Promissory Note Six [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 145,162.50
Debt instrument, maturity date	Mar. 31, 2025
Subsequent Event [Member] | Promissory Note Six [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	125,808
Subsequent Event [Member] | Promissory Note Seven [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 9,000.00
Debt instrument, maturity date	Mar. 31, 2025
Subsequent Event [Member] | Promissory Note Seven [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	7,800
Subsequent Event [Member] | Promissory Note Eight [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 60,000.00
Debt instrument, maturity date	Mar. 31, 2025
Subsequent Event [Member] | Promissory Note Eight [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	52,000
Subsequent Event [Member] | Promissory Note Nine [Member] | Related Party [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 169,254.50
Debt instrument, maturity date	Mar. 31, 2025
Subsequent Event [Member] | Promissory Note Nine [Member] | Related Party [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	146,687
Subsequent Event [Member] | Promissory Note Ten [Member] | Related Party [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 76,414.03
Subsequent Event [Member] | Promissory Note Ten [Member] | Related Party [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	66,225
Subsequent Event [Member] | Promissory Note Eleven [Member] | Related Party [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 90,388.56
Subsequent Event [Member] | Promissory Note Eleven [Member] | Related Party [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	63,466
Subsequent Event [Member] | Promissory Note Twelve [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 71,067.73
Subsequent Event [Member] | Promissory Note Twelve [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	48,202
Subsequent Event [Member] | Promissory Note Thirteen [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 10,641.37
Subsequent Event [Member] | Promissory Note Thirteen [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	9,223
Subsequent Event [Member] | Promissory Note Fourteen [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 7,500.00
Subsequent Event [Member] | Promissory Note Fourteen [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	6,500
Subsequent Event [Member] | Promissory Note Fifteen [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 7,500.00
Subsequent Event [Member] | Promissory Note Fifteen [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	6,500
Subsequent Event [Member] | Promissory Note Sixteen [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 16,596.58
Subsequent Event [Member] | Promissory Note Sixteen [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	14,384
Subsequent Event [Member] | Promissory Note Seventeen [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 7,621.46
Subsequent Event [Member] | Promissory Note Seventeen [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	6,605
Subsequent Event [Member] | Promissory Note Eighteen [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 20,575.00
Subsequent Event [Member] | Promissory Note Eighteen [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	17,832
Subsequent Event [Member] | Promissory Note Nineteen [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 9,000.00
Subsequent Event [Member] | Promissory Note Nineteen [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	7,800
Subsequent Event [Member] | Promissory Note Twenty [Member]
Subsequent Event [Line Items]
Convertable promissory note, principal amount	$ 15,000.00
Subsequent Event [Member] | Promissory Note Twenty [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Shares issued with notes, shares	13,000

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