MineralRite reports $358,577 net income for Q3 2026

Cover page 39 changes

Washington, D.C. 20549

For the quarterly period ended June 30,

For the transition period from _________

Commission File Number: 000-27739

MINERALRITE CORPORATION

(Exact name of registrant as specified in its charter)

SECURITIES AND EXCHANGE COMMISSION

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 the quarterly period ended September 30, 2026

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 the transition period from _________ to _________ (Exact name of registrant as specified in its charter)

(State or other jurisdiction of

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325 N. St. Paul Street – Suite 3100

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Securities registered pursuant to Section

Securities registered pursuant

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

registered pursuant to Section 12(g) of the Act

Name of each exchange on which registered

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Indicate by check mark whether the

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

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. ☒ Yes ☐ No

S-T (§232.405 of this chapter) during the preceding 12 months. ☒ Yes ☐ No

Indicate by check mark whether the

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" and "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

"smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒

As of July 27, 2026, there were 6,249,776,842

shares of Common Stock (the "Common Stock"), being the

Company's common stock with no par value, outstanding.

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. ☐ by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No of November 1, 2026, there were 6,249,776,842 shares of Common Stock (the "Common Stock"), being the Company's common stock with no par value, outstanding.

PART I. FINANCIAL INFORMATION

1. Financial Statements

Balance Sheets as of September 30, 2026, and

Statements of Operations for the quarterly periods

and year-to-date periods ended September 30, 2026, and September 30, 2025

Statements of Cash Flows for the year-to-date

periods ended September 30, 2026, and September 30, 2025

Statements of Stockholders' Equity for

the year-to-date periods ended September 30, 2026, and September 30, 2025

Notes to the financial statements 523 changes

(1) Nature of Business / Organization

and Basis of Presentation

MineralRite Corporation ("RITE",

"MineralRite" or the "Company") is a Texas corporation focused on mineral and precious metals recovery, mine tailings processing, and related equipment manufacturing. The Company became subject to the reporting requirements of the

Securities Exchange Act of 1934 (the "Exchange Act") upon the effectiveness of its registration statement on Form 10 filed with the Securities and Exchange Commission (the "SEC").

The Company's primary business focus

is the evaluation, development, and potential recovery of minerals from previously processed materials, including mine tailings, as well as related strategic asset monetization activities.

To support the Company's development

and reduce reliance on debt or toxic financing, MineralRite engaged multiple independent contractor consultants across operations, compliance, investor relations, and business development. The majority of these consultants entered into consulting agreements which included the right to purchase shares of the Company's Series C Convertible Preferred Stock based on the price equivalent to where the Company's common stock was traded at the time the consulting agreement was executed. The Company raised a modest amount of working capital through the structured sale of these rights to purchase, and a significant amount of capital through the subsequent exercise of those rights by those consultants, providing both upfront funding and long-term alignment with the Company's objectives.

In December 2024, the Company launched

a Regulation D Rule 506(c) private placement offering of its Series D Convertible Preferred Stock to accredited investors, further strengthening its financial position.

In December 2024, the Company completed

the acquisition of two subsidiaries from NMC, Inc.: (i) California Precious Metals LLC ("California Precious Metals")

and (ii) Peeples, Inc. ("Peeples"). In connection with these acquisitions, the Company issued 6.9 million shares of

Series NMC $ 25 Convertible Preferred Stock ("Series NMC Preferred Stock"), being the Company's Series NMC Preferred

Stock with $25 par value as described in the equity capital structure, along with 6.9 million warrants to purchase the same, as consideration for the transaction. Subsequent to the issuance of the Company's previously issued Annual Report on Form 10-K for the year ended December 31, 2025, the Company reevaluated the accounting treatment and valuation applied to the transaction and revised the accounting treatment to reflect the acquisition as an asset acquisition under ASC 805-50, Asset Acquisitions .

The Company also revised its measurement of the consideration transferred in accordance with ASC 820, Fair Value Measurement .

As revised, the transaction value reflected in the Company's condensed consolidated financial statements is approximately

California Precious Metals held and continues

to hold two mineral leases without infrastructure or business plans and was accounted for as an asset acquisition. Peeples, Inc.

held and continues to hold one mineral lease, previously processed mine tailings, mine plans, technical documentation, recovery methodologies, and related operational and technical materials associated with the project. Subsequent to further evaluation of the applicable accounting guidance, the Company revised the accounting treatment applied to the Peeples transaction to reflect the acquisition as an asset acquisition under ASC 805-50, Asset Acquisitions , rather than as a business combination under

ASC 805, Business Combinations .

The Company assigned a fair value of $0

to the California Precious Metals acquisition. The Company revised the accounting treatment of the Peeples transaction to reflect an asset acquisition under ASC 805-50, Asset Acquisitions, and revised the carrying value of the acquired assets from approximately

$432 million previously reported to approximately $246 million. The revised valuation reflects the application of ASC 805-50, Asset

Acquisitions , and ASC 820, Fair Value Measurement , and is not based on mineral reserve estimates. These revisions were reflected in the Company's Amendment No. 1 on Form 10-K/A for the year ended December 31, 2025, and in the Company's

Amendment No. 1 on Form 10-Q/A for the quarterly period ended March 31, 2026.

The Company determined that the leased

mineral properties acquired in the transaction were not supported by SEC-compliant technical reports and were not sufficiently documented to meet the SEC's Modernization of Property Disclosures for Mining Registrants (Release Nos. 33-10570; 34-84509), and accordingly reports these assets on its balance sheet at a value of zero ($0) until compliant technical documentation is obtained.

The Company's accompanying financial

statements reflect the revised accounting treatment and valuation associated with the Peeples transaction. These revisions relate primarily to accounting classification, valuation methodology, allocation, and financial statement presentation matters and do not constitute a determination regarding the existence or absence of mineral resources or mineral reserves under Regulation S-K

The accounting valuations reflected in

the Company's financial statements represent accounting fair value determinations prepared in accordance with applicable

U.S. GAAP and do not constitute mineral resource, mineral reserve, or mineralization determinations under Regulation S-K Subpart

1300, which requires separate technical analysis and supporting disclosure. As previously disclosed, the Company has not established mineral resources or mineral reserves in accordance with Regulation S-K Subpart 1300.

The Company's operational projects

are generally organized into wholly owned subsidiaries. Each subsidiary is used to separate financial, legal, or operational risks.

This structural approach allows the Company to limit potential liabilities to the specific subsidiary that operates the project, helping to protect the rest of the Company from adverse financial exposure.

All subsidiaries are consolidated for financial

reporting purposes in accordance with GAAP. Intercompany transactions and balances are eliminated during the consolidation process.

This consolidation provides an accurate picture of the overall financial position and performance of the Company.

(2) Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated

financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting. These financial statements are unaudited but, in the opinion of management, include all adjustments necessary for a fair presentation. Such adjustments consist of normal recurring adjustments considered necessary for a fair presentation.

The preparation of financial statements

in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant areas that require the use of estimates include, but are not limited to, asset valuations, recoverability assessments, and the allocation of consideration in asset acquisitions and business combinations.

Principles of Consolidation

The condensed consolidated financial statements

include the accounts of MineralRite Corporation and all of its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation in accordance with ASC 810, Consolidation .

The Company may, from time to time, enter

into note receivable arrangements arising from financing or other business activities. As of June 30, 2026, the Company did not have any outstanding note receivable balances.

Deferred Offering Costs

The Company capitalizes certain legal,

accounting, and other third-party costs directly associated with ongoing or proposed securities offerings. These costs are classified as deferred offering costs on the balance sheet. Upon successful completion of the offering, these amounts are offset against the proceeds as a reduction to Additional Paid-In Capital ("APIC"), which represents the amount received from stockholders in excess of the par value of shares issued. If an offering is abandoned or withdrawn, the costs are expensed in the period that determination is made.

Revenue Recognition, Inventory, Fair

Value, and Other Policies

Additional significant accounting policies

are described in the relevant notes to these condensed consolidated financial statements.

(3) Recent Accounting Pronouncements

The Company regularly monitors and evaluates

new accounting standards issued by the Financial Accounting Standards Board (FASB). During the periods presented in these financial statements, the Company adopted ASU 2023-09, Improvements to Income Tax Disclosures, which did not have a material impact on the

Company's financial position, results of operations, or cash flows.

Management has also evaluated all recently

issued but not yet adopted accounting pronouncements and does not expect any such pronouncements to have a material effect on the

Company's financial statements or disclosures in future reporting periods.

(4) Going Concern Considerations

The Company has incurred operating losses

since inception and currently does not generate sufficient revenue to sustain operations without external funding. As of the date of this report, the Company's available cash is not sufficient to meet its projected working capital needs for the next twelve months. These factors raise substantial doubt about the Company's ability to continue as a going concern.

The Company is actively pursuing multiple

capital formation strategies, including the issuance of preferred and common stock under both public and private offering structures, and intends to continue expanding commercial operations in precious metals recovery, tailings processing, and related activities.

While management believes that these initiatives will support future viability, there can be no assurance that the Company will be successful in raising additional capital or generating sufficient operating cash flows.

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern. Accordingly, the financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the classification of liabilities that might result should the Company be unable to continue as a going concern.

Management's plans to address the

uncertainty include:

Ongoing consultant- and investor-funded equity placements, including the expected exercise of outstanding contractual purchase rights. As of the reporting date, there were approximately 1,103 unexercised contractual Series C purchase rights outstanding, which, if fully exercised, would generate aggregate proceeds of approximately $ 262,604 , and approximately 60,000 unexercised warrants, which if fully exercised, would generate aggregate proceeds of approximately $ 1,500,000

Execution of revenue-generating initiatives; and

Further cost controls and selective allocation of working capital to critical activities.

Management believes that its plans, if

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