UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

REGULATION A OFFERING STATEMENT

UNDER THE SECURITIES ACT OF 1933 

Fortune Nickel and Gold Inc

(Exact name of registrant as specified in its charter)

New York		1000		86-1782391
(State or other jurisdiction of incorporation)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

800 Westchester Ave Suite 641N

Rye Brook, NY 10573

(855) 464-2535

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Paul H. Riss

Chief Executive Officer

800 Westchester Ave Suite 641N

Rye Brook, NY 10573

(855) 464-2535

www.fortunenickelandgold.com

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Robert Brantl, Esq.

181 Dante Avenue

Tuckahoe, NY 10707-3042

This offering statement shall only be qualified upon order of the SEC, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A.

Part II- Offering Circular

As submitted to the Securities and Exchange Commission on August 2, 2024

An offering statement pursuant to Regulation A relating to these securities has been filed with the U.S. Securities and Exchange Commission (the “Commission”). Information contained in this preliminary offering circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This preliminary offering circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a final offering circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the final offering circular or the offering statement in which such final offering circular was filed may be obtained.

Preliminary Offering Circular Dated August 2, 2024

FORTUNE NICKEL AND GOLD INC

UP TO 40,000,000 SHARES OF COMMON STOCK

PRICE: $0.10 PER SHARE

The minimum investment in this offering is 2,000 shares of Common Stock, or $200

We are offering on a “best-efforts” basis a maximum of 40,000,000 shares of common stock, par value $0.001, (the “Common Stock”).  20,000,000 shares (the “Purchase Shares”) will be offered for purchase at a price of $0.10 per share. For each Purchase Share that is purchased in the offering, we will contribute a share (the “Contribution Shares”) to Carleton College of Northfield, Minnesota.

There is a minimum initial investment amount per investor of $200 for the Common Stock.  

There is no existing public trading market for the Common Stock.  We plan to apply for listing on OTC Markets.

This offering will begin as soon as practicable after this offering circular has been qualified by the United States Securities and Exchange Commission (the “SEC” or the “Commission”).  

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to comply with certain reduced public company reporting requirements. In addition, as a “smaller reporting company” within the meaning of Rule 405, we are following the Form S-1 disclosure requirements for smaller reporting companies. This offering circular is a Regulation A Tier 2 offering and is intended to provide the information required by Part I of Form S-1.

See “Risk Factors” beginning on page 11 of this offering circular for a discussion of information that should be considered in connection with deciding whether to make an investment.

		Price to Public				Selling Agent Commissions(1)				Proceeds to issuer(2)
Per Share		$	0.10			$	-			$	0.10
Total Maximum		$	2,000,000			$	-			$	2,000,000

	1.	The Company has not engaged a selling agent.  The amounts in this column do not include legal, accounting, or other expenses of this offering, which are estimated at approximately $40,000 for a fully subscribed offering. See “Plan of Distribution” on page 50 for details.
	2.	Before deducting expenses of the offering, which are estimated to be approximately $40,000. See the section captioned “Plan of Distribution” for details regarding the compensation payable in connection with this offering. This amount represents the proceeds of the offering to us, which will be used as set out in the section captioned “Use of Proceeds.”

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION

The approximate date of commencement of proposed sale to the public is [*], 2024. 

ABOUT THIS OFFERING CIRCULAR

This offering circular speaks only as of the date hereof.

We will amend this offering circular whenever the information it contains has become false or misleading in light of existing circumstances and for other purposes, such as to disclose material developments related to the securities offered hereby, to update required financial statements or if there has been a fundamental change in the information initially presented. We will file an amended offering circular as part of an amendment to our Form 1-A, which we will file with the SEC or other appropriate regulatory bodies. Our shares of Common Stock may not be available for offer and sale to residents of every state.

This offering circular contains all of the representations by the Company concerning this offering, and no person shall make different or broader statements than those contained herein. Investors are cautioned not to rely upon any information not expressly set forth in this offering circular.

Investment in small businesses involves a high degree of risk, and investors should not invest any funds in this offering unless they can afford to lose their entire investment. In making an investment decision, investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved.

This offering circular does not constitute an offer to sell or solicitation of an offer to buy in any jurisdiction in which such offer or solicitation would be unlawful or any person to who it is unlawful to make such offer or solicitation.

For investors outside of the United States, we have not taken any action that would permit the offering or possession or distribution of this offering circular in any jurisdiction where action for that purpose may be required. Investors must inform themselves about and observe any restrictions relating to this offering and the distribution of this offering circular outside the United States.

Neither the delivery of this offering circular nor any sale made hereunder shall, under any circumstances, create an implication that there has been no change in the affairs of the Company since the date hereof. Information contained in the preliminary offering circular is subject to completion or amendment.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)I(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
SUMMARY	5
RISK FACTORS	11
USE OF PROCEEDS	22
DILUTION	23
DETERMINATION OF OFFERING PRICE AND DIVIDEND POLICY	24
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
BUSINESS	32
MANAGEMENT	45
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	45
DESCRIPTION OF SECURITIES	47
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	48
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	49
PLAN OF DISTRIBUTION	50
LEGAL MATTERS	54
EXPERTS	54
WHERE YOU CAN FIND MORE INFORMATION	54
INDEX TO FINANCIAL STATEMENTS	F-1

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This offering circular contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements contained in this offering circular other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words such as “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements contained in this offering circular include, but are not limited to, statements about:

	·	Exploration and Development Risks: Mineral exploration is highly speculative, involves substantial risks, and few properties explored are ultimately developed into producing mines. The success of our exploration efforts depends on numerous factors, including the ability to discover and delineate economically viable mineral deposits, obtain necessary governmental permits, and secure sufficient funding for development.
	·	Unproven Mineral Resources: Our properties do not currently have any proven mineral resources as defined by NI 43-101 standards. Although historical drilling and initial surveys indicate promising mineralization, there can be no assurance that commercially viable resources will be discovered.
	·	Regulatory Compliance: We are subject to extensive laws and regulations governing environmental protection, health and safety, labor standards, and other matters. Failure to comply with these regulations could result in significant penalties, project delays, and increased costs.
	·	Market Conditions and Commodity Prices: Our financial performance and the feasibility of our projects depend significantly on the prices of nickel, gold, copper, and other minerals. These prices can fluctuate widely due to various factors beyond our control, including global supply and demand, economic conditions, and geopolitical events.
	·	Financing and Capital Requirements: We will require substantial additional funding to continue our exploration activities, develop our properties, and eventually commence production. There can be no assurance that such financing will be available on favorable terms, or at all, which could impede our progress and materially affect our operations.
	·	Operational Risks and Uncertainties: Our exploration activities are subject to various operational risks, including equipment failure, accidents, and other unexpected disruptions. These risks could result in significant costs, delays, and potential project termination.
	·	Dependence on Key Personnel: Our success largely depends on the expertise and efforts of outside experts that we have hired and continue to hire for our exploration efforts. The loss of any key personnel could adversely affect our ability to execute our business strategy and achieve our objectives.
	·	Environmental and Community Impact: Exploration and mining activities can have significant environmental and social impacts. We are committed to conducting our operations responsibly, but there is a risk that unforeseen issues could arise, resulting in reputational damage and potential legal liabilities.
	·	Historical Data Reliability: The reliability of historical drill hole data and other historical exploration results is subject to verification through modern exploration methods. There is no guarantee that future work will confirm the historical results or that the data will be sufficient for resource estimation.

We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions and other factors that could cause actual results to differ materially from those stated, including those described in “Risk Factors” section of this offering circular. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this offering circular may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Our forward-looking statements speak only as of the date made, and we undertake no obligation to update any of these forward-looking statements for any reason after such date or to conform these statements to actual results or revised expectations, except as required by law.

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Market and Industry Data

Unless otherwise indicated, information contained in this offering circular concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on reports from various sources. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires.

Because this information involves a number of assumptions and limitations, you are cautioned not to give undue weight to such information. While we have not independently verified market data and industry forecasts provided by any of these or any other third-party sources referred to in this offering circular, we believe such sources to be reliable and are not aware of any misstatements in such information.

In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors” and elsewhere in this offering circular. These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us.

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Emerging Growth Company and Smaller Reporting Company Status

As an issuer with less than $1.07 billion in total annual gross revenues during our last fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).  An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

●

are not required to obtain an auditor attestation on our internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

●

are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

●

are not required to obtain a non-binding advisory vote from our members on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

●

are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

●

may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; and

●

are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards.

We take advantage of all these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards, and hereby elect to do so. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement since the Offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our Common Stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to us because we also qualify as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

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SUMMARY

The following summary highlights information contained elsewhere in this offering circular and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should read this entire offering circular carefully, including the section entitled “Risk Factors” included elsewhere in this offering circular, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes thereto. Some of the statements in this offering circular constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

In this offering circular, unless the context otherwise requires, references to “we,” “us,” “our,” the “Company” and “Fortune” refer to Fortune Nickel and Gold Inc., a New York corporation.

Overview

Fortune, in collaboration with its subsidiary ICF Industries Inc. (“ICF”), and ICF’s subsidiary Noveda Technologies Inc (“Noveda”), operates in both the mineral exploration and renewable energy optimization sectors. Fortune focuses on identifying and developing critical mineral resources essential for green technologies.  ICF provides consulting and financial reporting services to four green-energy focused companies that trade on OTC Markets. Three of these clients are mineral exploration companies while the fourth is a pioneering company focused on developing and commercializing clean technologies that promote more efficient uses of natural resources.  Noveda specializes in advanced energy data analytics for solar energy users, enhancing grid efficiency and sustainability. This collaboration underlines a strategic commitment to environmental stewardship, leveraging ICF’s and Noveda’s revenue-generating capabilities to help support Fortune’s exploration projects, aiming to minimize carbon footprints and advance the utilization of renewable energy.

Fortune is dedicated to the acquisition, exploration, and development of mining properties in prolific nickel, copper, and gold jurisdictions.  Our mission is to discover critical metals that sustain the global economy and replace fossil fuels with low-carbon energy sources. Metals such as copper facilitate the generation, storage, and transmission of electricity, while nickel is a key component in the batteries of electric vehicles.  Management believes that Fortune’s mineral claims will generate significant value, though drilling and exploration are long-term projects expected to span several years.  To help cover overhead costs during this period, management plans to further develop the ICF and Noveda business, leveraging their revenue generating abilities.

Fortune owns 195 mining claims that lie at the core of the Abitibi Greenstone Belt, renowned for containing some of the world’s largest deposits of gold, copper, zinc, nickel, and platinum-group metals. Nickel, in particular, is a crucial battery metal in the electric vehicle (EV) supply chain. Management believes our proximity to Canada Nickel Company Inc. (“Canada Nickel”) properties and the established mining infrastructure in Timmins, Ontario, significantly enhances our exploration prospects.

The importance of our proximity to Canada Nickel is multifaceted:

	1.	Strategic Location and Infrastructure: Being close to Canada Nickel’s properties allows us to benefit from the established infrastructure and operational efficiencies in the region. This benefit includes access to roads, power supplies, and other essential mining facilities, reducing the initial investment required for infrastructure development and accelerating our exploration and development timelines.
	2.	Synergy with Canada Nickel's Activities: Canada Nickel has recently attracted significant investments from third parties, underscoring the confidence in the region's potential. Notably:
		Investment from Samsung SDI: This year, Samsung SDI has made a significant investment in Canada Nickel Company Inc., contributing US$18.5 million for an 8.7% stake in the company. This investment is particularly strategic, as Samsung SDI, a leading manufacturer of rechargeable batteries for various industries, including technology and automotive, secures not only a stake in Canada Nickel but also off-take rights. This arrangement underscores the critical role of Canada Nickel’s production in the electric vehicle supply chains across North America and Europe, highlighting the growing demand for nickel and cobalt in battery production.

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		Investment from Agnico Eagle Mines Ltd.: Canada Nickel has also attracted investment from Agnico Eagle Mines Ltd., which acquired a 12% stake in the company with a US$23.12 million investment. Agnico Eagle’s interest further validates Canada Nickel’s potential in the critical minerals market, especially considering Agnico Eagle’s prominent position in the gold mining sector.
	3.	Increased Regional Focus: Canada Nickel’s efforts to acquire additional mineral rights adjacent to our property indicate a strong belief in the area's untapped potential. This increased regional focus can lead to a collaborative environment where shared geological data and exploration results can benefit all stakeholders. It also signals to investors that the region is of high interest, potentially increasing the value of our claims.
	4.	Market Perception and Investment Attraction: The investments in Canada Nickel and their expansion plans highlight the area's strategic importance for nickel production, particularly for the EV market. This positive market perception can attract more investors to Fortune, as our properties are seen as part of a promising and emerging mining district.
	5.	Potential Partnerships and Joint Ventures: Proximity to Canada Nickel opens up opportunities for potential partnerships and joint ventures. Collaborating with a company that is already making significant strides in the region can provide us with additional resources and expertise, enhancing our exploration success and development capabilities.

The Abitibi Greenstone Belt’s rich history in mineral extraction provides a solid foundation for Fortune’s exploration of nickel, copper, and other battery metals essential for the renewable energy sector. This setting supports efficient exploration activities and aligns with global demands for sustainable and ethically sourced minerals.

Fortune plans to explore and drill its mining claims, compile geological information, and either sell its mineral rights to a mining company, or develop them independently, or develop them through joint ventures. Our commitment to responsible exploration and development aims to contribute significantly to the global transition towards sustainable energy solutions.

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Terms of the Offering

Securities offered by the Company		A “best-efforts” offering of up to 20,000,000 Purchase Shares of our Common Stock.
Securities designated for Carleton College		For each Purchase Share sold in this offering, up to 20,000,000 shares, the Company will issue one Contribution Share to Carleton College, up to 20,000,000 shares of Common Stock.
Securities outstanding before the offering:
Common stock Series A Preferred Stock		117,260,795 1,000,000
Securities outstanding after the offering:
Common Stock		157,260,795
Series A Preferred Stock		1,000,000
Share Offering Price		$0.10 per share.
Use of Proceeds		We estimate that our net proceeds from the sale of 20,000,000 shares of Common Stock in this offering will be approximately $1,960,000 after deducting and estimated offering expenses payable by us. We intend to use our net proceeds to fund new exploration efforts, including drilling, general corporate and business purposes, and potential acquisitions. See “Use of Proceeds” on page 22.
Risk Factors		An investment in our company is highly speculative and involves a significant degree of risk. See “Risk Factors” and other information included in this offering circular for a discussion of factors you should carefully consider before deciding to invest in shares of our Common Stock.

Summary Risk Factors

The SEC requires the Company to identify risks that are specific to its business and its financial condition. The Company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events, and technological developments (such as cyber-attacks and the ability to prevent such attacks). Additionally, early-stage companies are inherently riskier than more developed companies, and the risk of business failure and complete loss of your investment capital is present. You should consider general risks as well as specific risks when deciding whether to invest.

Below is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

	·	Limited Operating History: We have a limited operating history upon which you can evaluate our performance, which makes it challenging to predict our future success and profitability.
	·	Unproven Mineral Resources: Our properties do not currently have any proven mineral resources as defined by NI 43-101 standards. There is no guarantee that our exploration activities will result in the discovery of economically viable mineral deposits.
	·	Exploration and Development Risks: Mineral exploration is highly speculative and involves substantial risks. Few properties explored are ultimately developed into producing mines. Our success depends on numerous factors, including discovery and delineation of economically viable mineral deposits, obtaining necessary governmental permits, and securing sufficient funding for development.
	·	Regulatory Compliance: We are subject to extensive laws and regulations governing environmental protection, health and safety, labor standards, and other matters. Failure to comply with these regulations could result in significant penalties, project delays, and increased costs.
	·	Market Conditions and Commodity Prices: Our financial performance and the feasibility of our projects depend significantly on the prices of nickel, gold, copper, and other minerals. These prices can fluctuate widely due to various factors beyond our control, including global supply and demand, economic conditions, and geopolitical events.

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	·	Financing and Capital Requirements: We will require substantial additional funding to continue our exploration activities, develop our properties, and eventually commence production. There can be no assurance that such financing will be available on favorable terms, or at all, which could impede our progress and materially affect our operations.
	·	Operational Risks and Uncertainties: Our exploration activities are subject to various operational risks, including equipment failure, accidents, and other unexpected disruptions. These risks could result in significant costs, delays, and potential project termination.
	·	Environmental and Community Impact: Exploration and mining activities can have significant environmental and social impacts. We are committed to conducting our operations responsibly, but there is a risk that unforeseen issues could arise, resulting in reputational damage and potential legal liabilities.
	·	Historical Data Reliability: The reliability of historical drill hole data and other historical exploration results is subject to verification through modern exploration methods. There is no guarantee that future work will confirm the historical results or that the data will be sufficient for resource estimation.
	·	Potential Partnerships and Joint Ventures: While strategic partnerships and joint ventures can provide additional resources and expertise, there is a risk that such collaborations may not materialize or could lead to conflicts of interest, misaligned objectives, or other operational challenges.
	·	Market Competition: We operate in a highly competitive industry dominated by several large, well-capitalized companies. The size and resources of some of our competitors may allow them to compete more effectively than we can, potentially impacting on our market position and profitability.
	·	Reliance on Third Parties: We rely on third parties to provide services and materials essential to the success of our business. The loss of these third parties would be materially disruptive to our operations, and we may incur high costs and take time to secure alternative supply.
	·	Equity and Debt Financing: We expect to raise additional capital through equity and/or debt offerings to support our working capital requirements and exploration costs. Future offerings of securities could result in dilution of existing shareholders' interests and increased financial risk.
	·	Control by Officers and Directors: Our Company is controlled by its Chief Executive Officer who has voting control through the ownership of Series A Preferred Stock, which may lead to potential conflicts of interest and decisions that are not aligned with the interests of all shareholders.

Our management team will have broad discretion over the use of the net proceeds from our sale of Common Stock, if any, and you may not agree with how we use the proceeds, and the proceeds may not be invested successfully.

Corporate Information

Fortune Nickel and Gold Inc. was incorporated under the laws of the State of New York on August 18, 2020. Our offices are located at 800 Westchester Avenue Suite 641N, Rye Brook, NY 10573. Our Company website is www.fortunenickelandgoldcom. The information provided on or accessible through our website (or any other website referred to in the offering circular) is not part of the offering circular.

The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section and the accompanying audited financial statements and related notes included elsewhere in this offering circular.

The tables and information below are derived from our financial statements for the quarterly period ended March 31, 2024.

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Fortune Nickel and Gold

Balance Sheets

		March 31, 2024				September 30, 2023
Assets:		(Unaudited)				(Audited)
Cash and cash equivalents		$	37,555			$	42,826
Accounts receivable net			35,593				22,277
Total current assets			73,148				68,103
Equity securities at fair value			903,400				964,992
Related party equity securities at fair value			-				358,190
Investments			3,150				3,150
Capitalized software			58,202				59,373
Mineral interests			630,713				576,197
Total assets		$	1,668,613			$	2,033,005
Liabilities and Stockholders’ Equity
Current liabilities:
Accrued expenses		$	44,313			$	24,036
Due to related parties			8,217				5,679
Deferred revenue			139,312				68,607
Total current liabilities			191,842				98,322
Commitments and contingencies			-				-
Stockholders’ equity:
Preferred stock, par value $0.001, 10,000,000 shares authorized 1,000,000 and 0 issued and outstanding in 2024 and 2023			1,000				-
Common stock, $.001 par value; 400,000,000 shares authorized, 106,970,795 and 10,000 shares issued and outstanding			106,971				10
Additional paid in capital			-				-
Retained earnings			1,368,800				1,934,673
Total stockholders’ equity			1,476,771				1,934,683
Total liabilities and stockholders’ equity		$	1,668,613			$	2,033,005

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Fortune Nickel and Gold Inc

Statements of Operations

(Unaudited)

		Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
		March 31, 2024				March 31, 2023				March 31, 2024				March 31, 2023
Revenues		$	83,531			$	68,601			$	169,745			$	179,752
Cost of revenues			57,160				33,175				80,853				36,144
Gross profit			26,371				35,426				88,892				143,608
Costs and expenses:
General and administrative costs			4,835				1,458				49,882				1,153
Professional services			9,490				15,580				22,990				17,580
Total costs and expenses			14,325				17,038				32,872				18,733
Operating income			12,046				18,388				56,020				124,875
Other income (expense):
Unrealized loss on investments			(519,470	)			(160,317	)			(514,282	)			(1,906,667	)
Other income, net			-				-				1,520				-
Other income, related party			-				8,370				-				47,544
Amortization of intangible assets			(140	)			-				(1,170	)			-
Total other income (expense)			(519,610	)			(151,947	)			(513,932	)			(1,859,123	)
Net loss before taxes			(507,564	)			(133,559	)			(457,912	)			(1,734,248	)
Income tax expense			-				-				-				-
Net loss		$	(507,564	)		$	(133,599	)		$	(457,912	)		$	(1,724,248	)
Basic loss per share		$	(0.01	)		$	(13.36	)		$	(0.01	)		$	(173.42	)
Diluted loss per share		$	(0.01	)		$	(13.36	)		$	(0.01	)		$	(173.42	)
Weighted average number of common shares outstanding:
Basic			64,656,634				10,000				32,333,317				10,000
Diluted			64,656,634				10,000				32,333,317				10,000

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RISK FACTORS

Certain factors may have a material adverse effect on our business, financial condition, and results of operations. You should carefully consider the risks and uncertainties described below, in addition to other information contained in this Information Statement, including our consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the trading price of our common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Company

The Company has only one employee and, accordingly, depends on independent contractors for most of its business operations.

The only employee of the Company is Paul Riss, who is the sole member of the Company’s Board of Directors and its only executive officer. Most of the activities necessary to carry out the Company’s business plan are carried out by independent contractors. The Company is reliant upon the provision of services to it by these third-party service providers to carry on its business, and a failure by one or more service providers could materially disrupt the business of the Company or impact detrimentally on its investment performance.

The Company has a limited operating history, and investors have a limited basis on which to evaluate the Company’s ability to achieve its investment objectives.

The Company has a limited operating history. Investors have a limited basis on which to evaluate the Company’s ability to achieve its investment objectives and provide a satisfactory investment return. The Company may not be able to achieve its investment objectives and any failure to do so may adversely affect its business, financial condition, results of operations, ability to pay dividends and the market price of its common stock. Past performance of the Company should not be taken as a guide to the Company’s future performance. Fortune was incorporated in August 2020, and from inception to March 31, 2024, it has expended $630,713 on mineral exploration activities in Ontario, Canada. The primary exploration methods used for Fortune's projects include:

	·	Synthetic Aperture Radar (SAR) and Multispectral Data Analysis: For surface and structural analysis.
	·	Soil Gas Hydrocarbon (SGH) Surveys: For detecting deep-penetrating geochemical anomalies indicative of mineralization.
	·	Geophysical Surveys (Magnetic and Induced Polarization Surveys): For mapping geological structures and identifying potential mineralization zones.
	·	Historical drilling and sampling: For direct evidence of mineralization.

These methods have provided a comprehensive understanding of the geological setting and potential mineralization within our Gowan and Beck-Ottaway projects.  However, the discovery of a viable ore body within our mineral claims will likely require millions of dollars in additional exploration work after the ore body is discovered to fully realize the project’s potential.

ICF was formed on January 1, 2020. ICF assists small-cap companies in meeting regulatory requirements and improving their financial reporting practices. The services include the preparation of financial statements, compliance documentation, and strategic financial planning. Its limited operating history and the nature of ICF's business, which focuses on financial reporting and advisory services, can result in irregular revenue streams. Factors such as the timing of client engagements, project-based revenues, and variability in demand for services can lead to fluctuations in revenue, making it challenging to predict future financial performance accurately.

Noveda was incorporated in February 2023, providing a limited track record of financial and operational performance. This short operating history makes it difficult for investors to accurately assess the company’s long-term viability and potential for success. Despite its promising start and established customer relationships, the lack of extensive historical data increases the uncertainty and risk associated with evaluating Noveda’s future performance and its ability to achieve sustained growth and profitability.

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A significant portion of our total assets are held in equity securities of early-stage companies, which securities are illiquid and subject to volatility, which factors could have a material adverse effect on our financial condition and results of operations.

Payment related to the consulting and accounting services provided by ICF is often made through equity stakes from such customers. As of March 31, 2024, September 30, 2023 and 2022, a total of $903,400, $1,326,332 and $4,078,050, respectively, of our equity holdings are issued by companies whose securities trade on OTC Markets or an alternative exchange.  These securities are primarily restricted and are subject to legal holding periods pursuant to Rule 144 or other applicable exemptions. The stock price of such issuers is often volatile, unpredictable, and with limited liquidity, and the value of such securities on the date of receipt compared to the date when we are able to legally sell the securities may decrease significantly. The value ascribed to our assets in our financial statements as of a particular date may be materially greater than or less than the value that would be realized if our assets were to be liquidated as of such date. Accordingly, the value of such holdings may change over time due to factors that we do not control, such as issuance of securities by such companies at lower prices or other market factors.  For the six months ended March 31, 2024 we recorded an unrealized loss on our investments of $514,282. For the years ended September 30, 2023 and 2022, we recognized unrealized losses of $2,460,978 and $1,848,950, respectively, on the value of our equity securities due to the decline in value of several securities as compared to the previous value of our holdings in such issuers. We also sold equity securities in the year ended September 30, 2023 for a realized loss of $342,740 and received cash proceeds of $50,000, which we used for exploration activities.  Changes to the value of our holdings could have a material adverse effect on our financial condition and results of operations.

RISKS RELATING TO THE EXPLORATION/MINING INDUSTRY

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses.

Exploration for minerals is highly speculative and involves much greater risk than many other businesses. Most exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Our operations are, and any future development or mining operations we may conduct will be, subject to all of the operating hazards and risks normally incident to exploring for and development of mineral properties, such as, but not limited to:

	·	economically insufficient mineralized material;
	·	the ability to find sufficient gold, nickel, copper or other metal reserves to support a profitable mining operation;
	·	fluctuation in production costs that make mining uneconomical;
	·	labor disputes;
	·	unanticipated variations in grade and geological characteristics;
	·	environmental events such as storms and flooding;
	·	water availability;
	·	difficult surface or underground conditions;
	·	industrial accidents;
	·	unexpected metallurgical response;
	·	mechanical and equipment performance limitations;
	·	geotechnical constraints; and
	·	decrease in the value of mineralized material due to lower prices for critical minerals.

Any of these risks can materially and adversely affect, among other things, the development of properties, production quantities and rates, costs and expenditures, potential revenues and production dates. We currently have very limited insurance to guard against some of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we will incur a write-down of our investment in these interests. All of these factors may result in losses in relation to amounts spent which are not recoverable or result in additional expenses.

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Estimates of mineral resources are subject to evaluation uncertainties that could result in project failure.

Unless otherwise indicated, mineral resource figures presented by geophysical studies, including the studies we have paid for, are based upon estimates made by independent geologists and mining engineers. When making determinations about whether to advance any of our projects to development, we must rely upon such estimates for mineral resources, mineral reserves and grades on our properties.

Our exploration and future mining operations, if any, are and would be faced with risks associated with being able to accurately predict the quantity and quality of resources/reserves using sampling techniques and known resource estimation methodologies. Estimates of resources/reserves on our properties would be made using samples obtained from drilling programs. There is an inherent variability of assays between paired samples (proximal to each other) that cannot be reasonably eliminated. Additionally, there also may be unknown geologic details that have not been identified or correctly defined at the current level of accumulated knowledge about our properties. This could result in uncertainties that cannot be reasonably eliminated from the process of estimating resources/reserves.

Exploration and Drilling Risks

We believe that, based on the exploration work conducted to date, we have identified several promising targets that offer a reasonable chance of successful drilling. This belief is founded on various geophysical, geochemical, and historical data analyses that indicate the presence of mineralization. However, our ability to achieve successful drilling results is contingent upon the execution of a comprehensive drilling program, which includes drilling at least ten holes at an estimated total cost of approximately $1 million. Despite our confidence, several risks and uncertainties could affect the outcome of this drilling program:

	1.	Exploration Data Interpretation: The success of our drilling program relies heavily on the accuracy of our interpretation of the exploration data. Misinterpretations or errors in the data analysis could lead to drilling in non-productive areas, resulting in wasted resources and financial loss.
	2.	Drilling Execution Risks: The physical process of drilling presents numerous operational risks, including equipment failure, unexpected geological conditions, and adverse weather conditions. These factors can cause delays, increase costs, and impact the overall success of the drilling program.
	3.	Financial Constraints: Our ability to complete the planned drilling program is dependent on securing adequate financing. Any shortfall in funding could force us to scale back or abandon our drilling plans, thereby diminishing our chances of discovering economically viable mineral deposits.
	4.	Regulatory and Environmental Compliance: Drilling activities are subject to stringent regulatory and environmental standards. Obtaining the necessary permits and ensuring compliance with all regulations can be time-consuming and costly. Any delays or failure to comply could halt our drilling operations and lead to legal and financial repercussions.

Any material changes in resources/reserve estimates and grades will affect the economic viability of placing a property into production and a property’s return on capital.

As we have not completed feasibility studies and have to date relied on historical drilling data, resource estimates may require adjustments or downward revisions. In addition, the grade ultimately mined, if any, may differ from that indicated by our technical reports and drill results. Minerals recovered in small scale tests may not be duplicated in large scale tests under existing on-site conditions or in production scale.

Our exploration efforts may fail. Even though we plan to continue to hire experts with knowledge of the Timmins mining camp we may not discover a significant nickel or gold mine. Our maps and initial drill holes indicate the presence of what may be the largest nickel find in Canada, but our drilling efforts may not find the location of nickel, copper or gold deposits. We believe we can monetize our mineral rights with our drilling results. But the geologists we hire cannot guarantee that we are drilling in the correct location.

Our management may not be able to control costs in an effective or timely manner. The Company’s management anticipates it can use reasonable efforts to assess, predict and control costs and expenses. However, implementing our business plan may require more employees, capital equipment, supplies or other expenditure items than management has predicted. Likewise, the cost of compensating employees and consultants or other operating costs may be higher than management’s estimates, which could lead to sustained losses.

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The regulations to which we are subject are complex and have tended to become more stringent over time. Regulatory changes could result in restrictions on our ability to carry on or expand our operations, higher than anticipated costs, or lower than anticipated revenues. Failure to comply with applicable regulations could jeopardize our ability to explore, mine or sell our products and result in enforcement actions such as fines, civil penalties, injunctions, warning letters, recalls of products, delays in the introduction of products into the market, refusal of the regulatory agency or other regulators to grant future clearances and approvals, and the suspension or withdrawal of existing approvals by such regulatory agencies. Any of these sanctions could result in higher than anticipated costs or lower than anticipated sales and harm our reputation, business, financial condition and operating results. Canadian regulations are known for being friendly to the environment and may cause us to incur more costs than we have anticipated.

EXPLORATION RISKS WITHIN THE TIMMINS MINING CAMP

	·	Resource Estimation Uncertainty: The quantity and grade of deposits are estimates based on limited drill data. There’s a risk that actual mineral reserves may not match estimates, leading to potential downgrades of resource classifications.
	·	Exploration Success: The Timmins mining camp, despite its historical richness in minerals, may not yield expected results in new exploration areas or depths, affecting project viability.
	·	Drilling and Exploration Challenges: Adverse weather conditions, equipment failure, and unexpected geological formations can delay or increase the costs of exploration projects.
	·	Access to Sites: Issues with gaining or maintaining access to exploration sites due to land ownership disputes, Indigenous land claims, or logistical challenges in remote locations.
	·	Capital Requirements: The high cost of exploration and development may require significant capital. There’s a risk that the company may not be able to raise sufficient funds on favorable terms.
	·	Market Volatility: The prices of nickel, copper, gold, and other critical minerals are subject to global market fluctuations, which can affect the economic feasibility of mining projects.
	·	Permitting and Licensing: Obtaining the necessary permits and licenses for exploration and mining activities can be time-consuming and uncertain. Changes in regulations or failure to comply with existing laws can result in project delays or cancellations. Fortune has secured drilling permits, but they must be renewed every three years.
	·	Environmental Regulations: Stricter environmental laws and regulations, including those related to mine closures and rehabilitation, can increase costs and operational complexities.
	·	Environmental Impact: Exploration activities can have significant environmental impacts, leading to opposition from environmental groups and local communities. This can result in reputational damage and operational restrictions.
	·	Community Relations and Social License to Operate: Building and maintaining a positive relationship with local communities and Indigenous peoples is crucial. Failure to do so can lead to protests, legal challenges, and loss of social license to operate.
	·	Policy Changes: Changes in government policies, both domestically and internationally, can affect mineral rights, taxation, and export regulations, impacting project feasibility.
	·	Geopolitical Tensions: Global geopolitical developments can influence commodity prices and supply chain stability, affecting the project’s economic outlook.

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RISKS RELATED TO OUR SUBSIDIARIES

ICF Industries Inc.

☐  Limited Operating History:

·

ICF was incorporated on January 1, 2020, and has a limited operating history. This short track record makes it difficult for investors to accurately assess ICF’s long-term viability and potential for success. The lack of extensive historical performance data increases the uncertainty and risk associated with evaluating ICF’s future performance.

☐  Dependence on Key Clients:

·

A significant portion of ICF’s revenue has been derived from a limited number of clients. The loss of any key client, or a reduction in services provided to them, could have a material adverse effect on ICF’s business, financial condition, and results of operations.

☐  Revenue Volatility:

·

ICF’s revenue streams can be irregular and unpredictable, influenced by the timing of client engagements and project completions. Such variability makes it challenging to forecast future financial performance accurately, potentially affecting cash flow and financial planning.

☐  Market Competition:

·

The consulting and financial reporting services market is highly competitive. ICF faces competition from larger, more established firms with greater resources. This competition may limit ICF’s ability to attract and retain clients, potentially impacting growth and profitability.

☐  Integration and Operational Risks:

·

As ICF continues to grow and expand its service offerings, it faces risks associated with integrating new clients, managing larger-scale projects, and maintaining service quality. Operational inefficiencies or failures in managing these aspects could adversely affect ICF’s reputation and financial performance.

☐  Regulatory Compliance:

·

ICF must comply with various regulations and standards in financial reporting and consulting, primarily those established by OTC Markets, which reflect disclosure and investor protection standards promulgated by the SEC. Any failure to adhere to these regulations could result in legal penalties, loss of business, and damage to ICF’s reputation.

☐  Economic and Market Conditions:

·

ICF’s business is influenced by broader economic and market conditions. Economic downturns or unfavorable market conditions could reduce the demand for consulting and financial reporting services, adversely impacting ICF’s revenue and profitability.

☐  Technological Changes:

·

Rapid advancements in technology may require ICF to continually update its tools and methodologies to remain competitive. Failure to keep pace with technological changes could result in a loss of clients and reduced market share.

☐  Dependence on Key Personnel:

·

ICF’s success depends on the expertise and efforts of its Chief Executive Officer. The loss of a key employee, or the inability to attract and retain skilled professionals, could adversely affect ICF’s ability to maintain client relationships and deliver high-quality services.

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Noveda Technologies Inc

☐  Lack of Long-Term Contracts:

·

Noveda does not have long-term contracts with its customers, which increases the risk of customer turnover. Customers can choose not to renew their annual subscriptions, leading to potential revenue instability and uncertainty in financial planning.

☐  Advance Billing Model:

·

While Noveda bills customers in advance for a one-year energy monitoring cycle, this billing model may expose the company to cash flow challenges if a significant number of customers decide not to renew their subscriptions.

☐  Dependence on Customer Equipment:

·

Noveda's SaaS product requires customers to have specific equipment installed on their premises to utilize the energy monitoring solutions. This dependency means that any changes in customer preferences, technological advancements, or the availability of alternative equipment could adversely affect Noveda’s business.

☐  Customer Switching Costs:

·

Although customers would incur costs to switch to a new energy monitoring provider due to the need for new equipment, this switching barrier is not insurmountable. If a competitor offers superior technology or more attractive pricing, customers may still choose to switch despite the additional expense, potentially impacting Noveda’s customer retention.

☐  Reliance on Tax Incentives:

·

Noveda's business model is supported by tax incentives for energy monitoring and solar power usage. Any changes or reductions in these tax incentives could make Noveda’s products less attractive to customers, potentially reducing demand and impacting the company's revenue and profitability.

☐  Technological and Market Evolution:

·

The energy monitoring and renewable energy markets are rapidly evolving. Noveda must continuously innovate and adapt its technology to stay competitive. Failure to keep pace with technological advancements or to anticipate market trends could result in a loss of market share.

☐  Regulatory Changes:

·

Changes in energy regulations, environmental policies, or industry standards could impact Noveda’s operations and the attractiveness of its products. Compliance with new regulations may require additional investments in technology and processes, affecting profitability.

☐  Dependence on Renewable Energy Adoption:

·

Noveda’s success is tied to the continued adoption and growth of renewable energy sources. If the adoption of renewable energy technologies slows down or if there is a shift in policy or market focus away from renewable energy, Noveda’s business could be adversely affected.

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☐  Market Competition:

·

The energy monitoring market is competitive, with numerous established players and new entrants. Increased competition could lead to price pressures, reduced margins, and the need for continuous investment in product development and marketing.

☐  Operational Risks:

·

Noveda’s operations involve the deployment and maintenance of monitoring equipment at customer sites. Any issues with equipment performance, installation, or maintenance could lead to customer dissatisfaction, increased costs, and potential liability claims. Our operations are currently run by part-time independent contractors. For any substantial growth, we will need to hire additional personnel.

Risks Related to Ownership of our Common Stock

In addition to the business and operational risks outlined above, there are several risks specifically related to the ownership of our Common Stock:

	·	There is no market for our Common Stock and there may be no market for our Common Stock, even after investors transfer shares of our Common Stock into a brokerage account.
	·	Volatility of Stock Price: The market price of our Common Stock may be highly volatile and could fluctuate significantly in response to various factors, including changes in our financial performance, industry trends, economic conditions, and broader market volatility. Such volatility could result in substantial losses for investors.
	·	Liquidity Risk: Our Common Stock may have limited liquidity, meaning that it may be difficult for shareholders to buy or sell shares quickly without significantly affecting the stock price. Limited liquidity could result in shareholders being unable to sell their shares at desired times or prices.
	·	Dilution: We may issue additional shares of Common Stock or securities convertible into our Common Stock in the future to raise capital or for other purposes. Such dilution could reduce the ownership interests of existing shareholders and may negatively impact the market price of our Common Stock.
	·	No Dividends: We do not anticipate paying dividends on our Common Stock in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on various factors, including our financial condition, operating results, capital requirements, and contractual restrictions. As a result, investors may not receive any return on their investment unless they sell their shares at a price higher than the purchase price.
	·	Control by Insiders: Our Chief Executive Officer currently has majority voting rights. As a result, he has substantial influence over matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions, potentially to the detriment of minority shareholders.
	·	Potential Future Sales of Stock: Sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales might occur, could cause the market price of our Common Stock to decline. This includes shares issued upon the exercise of stock options or warrants.
	·	Penny Stock Regulations: Our Common Stock may be considered "penny stock" under SEC rules, which impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors. These regulations could limit the ability of broker-dealers to sell our Common Stock and may affect the market liquidity for our shares.

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	·	Unpredictability of Forward-Looking Statements: This offering circular includes forward-looking statements based on our current expectations and projections. These statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated, affecting the value of our Common Stock.
	·	Lack of Analyst Coverage: There may be limited or no analyst coverage of our Common Stock, which could result in less visibility and a lower trading volume for our shares. Lack of coverage may also lead to reduced interest from institutional investors and less overall market support.
	·	Regulatory and Legal Risks: Changes in laws, regulations, and accounting standards that affect public companies, or our industry could have an adverse impact on our business and the market price of our Common Stock. Compliance with these regulations could also increase our costs and divert management’s attention from operational matters.

Risks Related to this Offering

This is a fixed price offering and the fixed offering price may not accurately represent the current value of us or our assets at any particular time. Therefore, the purchase price you pay for our Common Stock may not be supported by the value of our assets at the time of your purchase.

This is a fixed price offering, which means that the offering price for our shares of Common Stock is fixed and will not vary based on the underlying value of our assets at any time. Our board of directors has determined the offering price in its sole discretion. The fixed offering price for our shares has not been based on appraisals of any assets we own or may own, or of our company as a whole, nor do we intend to obtain such appraisals. Therefore, the fixed offering price established for our shares may not be supported by the current value of our company or our assets at any particular time.

We may amend our business policies without stockholder approval.

Our board of directors determines our growth, investment, financing, capitalization, borrowing, operations and distributions policies. Although our board of directors has no intention at present to change or reverse any of these policies, they may be amended or revised without notice to holders of our Common Stock. Accordingly, holders of our Common Stock will not have any control over changes in our policies.

Our management team will have broad discretion over the use of the net proceeds from our sale of our Common Stock, if any, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully.

Our management team will have broad discretion as to the use of the net proceeds from our sale of the Common Stock, if any, and we could use such proceeds for purposes other than those contemplated at the time of commencement of this offering. Accordingly, you will be relying on the judgment of our management team with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. The failure of our management team to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.

We may issue additional debt and equity securities, which may be senior to our Common Stock as to distributions, rights, preferences and liquidation, which could materially adversely affect the value of our Common Stock.

In the future, we may attempt to increase our capital resources by entering into debt or debt-like financing that is secured by all or up to all of our assets, or issuing debt or equity securities, which could include issuances of commercial paper, medium-term notes, senior notes, subordinated notes or shares. In the event of our liquidation, our lenders and holders of our debt securities would receive a distribution of our available assets before distributions to our stockholders. Any preferred securities, if issued by our company, may have a preference with respect to distributions and upon liquidation that is senior to the preference of our Common Stock, which could further limit our ability to make distributions to our stockholders. Because our decision to incur debt and issue securities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financing.

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We are not required to raise any minimum amount in this offering before we may utilize the funds received in this offering. Investors should be aware that there is no assurance that any monies beside their own will be invested in this Offering.

Because there is no minimum amount of subscriptions which we must receive before accepting funds in the offering, you will not be assured that we will have sufficient funds to execute our business plan or satisfy our working capital requirements and will bear the risk that we will be unable to secure the funds necessary to meet our current and anticipated financial obligations.

This offering is being conducted on a “best efforts” basis without a minimum and we may not be able to execute our exploration strategy if the maximum number of shares of our Common Stock is not sold.

If you invest in our Common Stock and less than all of the offered shares of our Common Stock are sold, the risk of losing your entire investment will be increased. We are offering our Common Stock on a “best efforts” basis without a minimum, and we can give no assurance that all of the offered Common Stock will be sold. If less than $☐ of the Common Stock shares offered are sold, we may be unable to fund all the intended uses described in this offering circular from the net proceeds anticipated from this offering without obtaining funds from alternative sources or using working capital that we generate. Alternative sources of funding may not be available to us at what we consider to be a reasonable cost, and the working capital generated by us may not be sufficient to fund any uses not financed by offering net proceeds. No assurance can be given to you that any funds will be invested in this offering other than your own.

We may terminate this Offering at any time during the Offering period.

We reserve the right to terminate this Offering at any time, regardless of the number of shares sold. In the event that we terminate this Offering at any time prior to the sale of all of the shares offered hereby, whatever amount of capital that we have raised at that time will have already been utilized by us and no funds will be returned to subscribers.

OTHER RISKS

The Company does not anticipate paying any cash dividends for the foreseeable future. The Company currently intends to retain future earnings, if any, for the foreseeable future, to repay indebtedness and to support its business. The Company does not intend in the foreseeable future to pay any dividends to holders of its shares of common stock.

We Might Change Our Business Plans. Depending on the circumstances, we might change our business plans and strategies. We will neither need nor seek the consent of investors to change our plans.

Changes in Laws Could Affect the Business. Our business could be affected adversely by changes in the law – for example, by a law that imposes new safety requirements for our products, or a law that makes our products harder to sell.

Unpredictable Operating Costs. Our drilling and exploration costs are unpredictable and in many cases beyond our control. If we experience bad weather or equipment failure during drilling operations, our costs may exceed our cash resources to complete our project and threaten our ability to monetize our mineral rights.

We cannot predict every risk. In addition to the risks listed above, businesses are often subject to risks not foreseen or fully appreciated by the management. It is not possible to foresee all risks that may affect us. Moreover, the Company cannot predict whether the Company will successfully effectuate the Company’s current business plan. Each prospective investor is encouraged to carefully analyze the risks and merits of an investment in the securities and should take into consideration when making such analysis all of the Risk Factors discussed above.

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Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. The extent to which public health epidemics or outbreaks impact our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration, severity and actions required in response to an outbreak. In particular, the spread of the coronavirus globally adversely impacted exploration activities in the Timmins mining camp as various operations were halted due to the illness, and future outbreaks could have an adverse impact on our business and our financial results.

Commodity prices and global demand for critical minerals are expected to remain uncertain. Commodity prices and demand are volatile and strongly influenced by world economic conditions. Recent volatility in commodity prices and demand may continue, which could adversely affect our ability to continue exploration and development activities.

Community disputes in the countries and territories in which the Company operates.

Some of the Company’s current and potential operations are located in or near communities that may regard these operations as being detrimental to them. Community expectations are typically complex, with the potential for multiple inconsistent stakeholder views that may be difficult to resolve. Stakeholder opinion and community acceptance can be subject to many influences, for example, related industries, operations of other companies, or local, regional or national events in other places where the Company operates. These disputes can disrupt the Company’s operations and may increase its costs, thereby potentially impacting the Company’s revenue and profitability. In the extreme, the Company’s operations may be a focus for civil unrest or criminal activity, which can impact its operational and financial performance, as well as its reputation.

Regulations, standards and stakeholder expectations regarding health, safety, environment and community evolve over time and unforeseen changes could have an adverse effect on the Company’s business and reputation.

The resources sector is subject to extensive health, safety and environmental laws, regulations and standards alongside community and stakeholder expectations. Evolving regulation, standards and stakeholder expectations could result in increased costs, regulatory action, litigation or, in extreme cases, threaten the viability of an operation.

The Company’s exploration and development of new projects might be unsuccessful.

The Company identifies new orebodies and mining properties through its exploration program and develops or expands other operations as a means of generating shareholder value. Exploration is not always successful and there is a high degree of competition to develop world-class orebodies. The Company may also not be able to source or maintain adequate project financing or may be unable to find willing and suitable joint venture partners to share the cost of developing large projects. Furthermore, project execution may not proceed as planned and project budgets and schedules may prove inaccurate, all of which may negatively impact the Company’s profitability and the mineral resources from which future cash flows should come.

The Company may be exposed to major failures in the supply chain for specialist services, equipment and materials.

The Company operates within a complex supply chain depending on suppliers of materials, services, equipment, and infrastructure, and on providers of logistics. Supply chain failures, or significantly increased costs within the supply chain, for whatever reason, could have an adverse effect on the Company’s business.

Joint ventures, strategic partnerships or non-managed operations may not be successful and may not comply with the Company’s standards.

The Company anticipates it will participate in several joint venture and partnership arrangements, and it may enter into others, all of which involve risk. Whether or not the Company holds majority interests or maintains operational control in its joint ventures, its partners may:

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	·	have economic or business interests or goals that are inconsistent with, or opposed to, those of the Company;
	·	exercise veto rights to block actions that the Company believes are in its or the joint venture’s best interests; or
	·	be unable or unwilling to fulfill their obligations under the joint venture or other agreements, such as contributing capital to expansion or maintenance projects.

Where these joint ventures are controlled and managed by others, the Company may provide expertise and advice but has limited control over compliance with its standards and objectives. Controlling partners may take action contrary to the Company’s interests or policies, resulting in adverse impact to the Company’s operations, financial performance, legal liability or reputation.

The Company’s exploration activities are vulnerable to a range of interruptions, most of which are not covered by insurance.

Natural disasters and events

Mining, smelting, refining and infrastructure installations are vulnerable to natural events including earthquakes, subsidence, drought, flood, fire, storm and climate change.

Sustained operational difficulties

Operating difficulties are many and varied, ranging from geological variations that could result in significant ground or containment failure to breakdown of key capital equipment. Reliable roads, rail networks, power generation and transmission, and water supplies are required to access the Company’s properties and to eventually deliver products to market. Limitations, delayed development, bottlenecks or interruptions in transport infrastructure, including third parties gaining access to the facilities used by the Company, could impede our ability to deliver products.

Sustained pandemic

The Company has exploration projects in Canada and is reliant on local labor to perform the exploration tasks. The sustained outbreak of a pandemic may result in health exposure to the Company’s workforce as well as the temporary closure of a site or access to shipping/transportation movements, adversely impacting financial performance.

Commodity price risk

The price of the Company’s shares, financial results and exploration, and development and mining activities in the future may be adversely affected by declines in the price of gold, nickel, and copper. Gold prices fluctuate widely and are affected by numerous factors beyond the Company’s control, such as the sale or purchase of metals by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar, Canadian dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major metals-producing and metals-consuming countries throughout the world. The price of gold has fluctuated widely in recent years, and future price declines could cause continuous development of and commercial production from the Company’s properties to be uneconomic. Future production from the Company’s mining properties is dependent on gold prices that are adequate to make these properties economically viable.

Operational risks

The Company’s planned principal operation is the exploration of metals. The Company’s operations and processing and related infrastructure facilities are subject to risks normally encountered in the mining and metals industry. Although adequate precautions to minimize risk will be taken, operations are subject to such hazards, which could have an adverse effect on the business, results of operations and financial position of the Company.

Such risks include, without limitation, environmental hazards, tailings risks, industrial accidents, labor disputes, changes in laws, technical difficulties or failures, late delivery of supplies or equipment, unusual or unexpected geological formations or pressures, cave-ins, pit-wall failures, rock falls, unanticipated ground, grade or water conditions, flooding, actual ore mined varying from estimates of grade or tonnage, metallurgical or other characteristics, interruptions in or shortages of electrical power or water, periodic or extended interruptions due to the unavailability of materials and force majeure events.

Such risks could result in reduced production, damage to, or destruction of, mineral properties or producing facilities, damage to or loss of life or property, environmental damage, delays in mining or processing, losses and possible legal liability.

It is common in new processing operations to experience unexpected problems and delays during development and start-up. In addition, delays in the commencement of sustainable and profitable production often occur.

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USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately $1,960,000 (assuming the sale of all shares of Common Stock offered hereby (at the assumed public offering price of $0.10 per share), after deducting the estimated offering expenses payable by us.

Because this is a best-efforts offering and there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this offering circular.

Each 10% decrease in the number of shares sold at the public offering price of $0.10 per share would decrease our net proceeds, after deducting estimated offering expenses payable by us, by approximately $200,000.  For example, we estimate that our net proceeds from the sale of 50% of the Common Stock offered in this offering will be approximately $960,000.

We plan to use the net proceeds of this offering for general corporate and business purposes, including, but not limited to, further exploration and drilling of our mineral claims, as we search for critical minerals in Ontario, Canada.

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this offering circular, we cannot predict with complete certainty all of the particular uses for the net proceeds to be received upon the completion of this offering or the actual amounts that we will spend on the uses set forth above.

The amounts and timing of our actual expenditures will depend on numerous factors, including the progress of our exploration team, the potential discovery of a new ore body, as well as the amount of cash used in our operations. We therefore cannot estimate with certainty the amount of net proceeds to be used for the purposes described above. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application of the net proceeds.

Our offering is being made on a self-underwritten and direct public offering basis: no minimum number of shares must be sold in order for the offering to proceed. The following table sets forth the uses of proceeds based on the offering price of $0.10 per share if 25%, 50%, and 100% of the maximum amount of common shares registered in the offering (2,000,000) are sold.

There is no assurance that we will sell any shares or raise the maximum offering proceeds as anticipated.

Use of Proceeds		If 2,000,000 shares  (100%) are sold				If 1,000,000 shares  (50%) are sold				If 500,000 shares  (25%) are sold
Exploration of mineral claims		$	1,485,000			$	695,000			$	265,000
Legal and accounting			75,000				50,000				40,000
Marketing			200,000				100,000				75,000
Noveda operations			100,000				50,000				25,000
Update of websites			50,000				40,000				30,000
General corporate purposes			50,000				25,000				25,000
Offering expenses			40,000				40,000				40,000
Total proceeds		$	2,000,000			$	1,000,000			$	500,000

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DILUTION

Purchasers of our Common Stock will experience an immediate dilution of the net tangible book value per share of our Common Stock. The net tangible book value of our Common Stock as of March 31, 2024was approximately $840,000, or approximately $0.007 per share. Net tangible book value per share represents the amount of our total tangible assets, excluding intangible assets, less total liabilities divided by the total number of shares of our Common Stock outstanding.

Dilution per share of Common Stock represents the difference between the amount paid by purchasers of shares in this offering and the net tangible book value per share of our Common Stock immediately following the completion of this Offering.

After giving effect to the assumed sale of 2,000,000 shares in the Offering at the subscription price of $0.10 per share, paid in cash, after deducting our estimated offering expenses payable by us, our pro forma net tangible book value as of March 31, 2024 would have been approximately $2,800,000 or approximately $0.018 per share. This represents an immediate increase in pro forma net tangible book value of approximately $0.011 per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $0.082 per share to purchasers in this offering, as illustrated by the following table:

Assumed public offering price per share						$	0.10
Net tangible book value per share as of March 31, 2024		$	0.007
Increase in net tangible book value per share attributable to new investors			0.011
Less: pro forma net tangible book value per share after giving effect to the offering						$	0.018
Immediate dilution in net tangible book value per share to new investors						$	0.082

Each $0.01 increase (decrease) in the public offering price, would increase (decrease) pro forma net tangible book value per share to new investors by $0.001, and would increase (decrease) dilution per share to new investors in this offering by $0.001, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated offering expenses payable by us. Similarly, each increase or decrease of 100,000 in the number of shares of common stock offered by us would increase (decrease) our pro forma as adjusted net tangible book value by approximately $0.000 per share and increase (decrease) the dilution to new investors by $0.000 per share, assuming the public offering price remains the same, and after deducting the estimated offering expenses payable by us.

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DETERMINATION OF OFFERING PRICE

The offering price of a share is arbitrary with no relation to the value of the Company.  The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our capital structure, the value attributable to neighboring competitors in the Timmins mining camp, Ontario, Canada, and the amount of money we would need to uncover a significant ore body on our property. Accordingly, the offering price should not be considered an indication of the actual value of our securities. There is no assurance that our Common Stock will trade at market prices in excess of our offering price as prices for the Common Stock in any public market which may or may not develop further will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the Common Stock, investor perception of us and general economic and market conditions.

DIVIDEND POLICY

We have never declared dividends or paid cash dividends on our Common Stock. Our board of directors will make any future decisions regarding dividends. We currently intend to retain and use any future earnings for the development and expansion of our business, and we do not anticipate paying any cash dividends in the near future. Our board of directors has complete discretion on whether to pay cash dividends or issue additional shares of Common Stock as dividends. Even if our board of directors decides to pay dividends, the form, frequency, and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this information statement. This discussion contains forward-looking statements that relate to future events or our future financial performance. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Results of Operations

Six Months Ended March 31, 2024 Compared to Six Months Ended March 31, 2023

Our revenues decreased by $10,007, or 6%, to $169,745 in the six months ended March 31, 2024 as compared to $179,752 in the six months ended March 31, 2023. The decrease in revenues is attributable to decreased revenues from consulting services paid for with equity securities, an area of our operations that recorded a decrease in fees of $54,362, or 53% to $47,638 in the six months ended March 31, 2024 as compared to $102,000 in the six months ended March 31, 2023. Consulting services that are paid for with equity securities and financial consulting revenue are generated on a project-by-project basis and vary from period to period.  Energy consulting revenue from Noveda, which began in January 2023, is a repetitive one-year service which we anticipate most of our customers will renew each year. Those revenues increased by $65,492 or 128% to $116,745 in the six months ended March 31, 2024, as compared to $51,253 the six months ended March 31, 202.  The increase is primarily attributable to six months of operations of Noveda in the six months ended March 31, 2024, as compared to three months of operations of Noveda in the six months ended March 31, 2023. The components of revenue for the six months ended March 31, 2024 and 2023 were as follows:

		March 31, 2024				March 31, 2023
ICF services paid for with equity securities		$	47,628			$	102,000
ICF services paid for with cash			5,362				26,499
Revenue from Noveda services			116,745				51,253
Total		$	169,745			$	179,752

The Company has no mining revenues and does not anticipate mining revenues for several years.

Our costs of revenues increased by $44,709, or 124%, to $80,853 in the six months ended March 31, 2024 as compared to $36,144 in the six months ended March 31, 2023. The decrease is attributable to six months of operations of Noveda in the six months ended March 31, 2024, as compared to three months of operations of Noveda in the six months ended March 31, 2023.

General and administrative expenses increased by $7,757 or 365, to $9,882 for the six months ended March 31, 2024 as compared to $1,153 in the six months ended March 31, 2023. The primary increase in expense is attributable to the addition of the Noveda operations.

Professional services expenses increased by $5,410, or 31%, to $22,990 for the six months ended March 31, 2024, as compared to $17,580 for the six months ended March 31, 2023. The increase in expense is attributable to the addition of the Noveda operations.

Unrealized losses on equity securities for the six months ended March 31, 2024 decreased by $1,392,385, or approximately 73%, to $514,282, during the six months ended March 31, 2024, as compared to $1,906,667 during the six months ended March 31, 2023. The decrease in unrealized losses is attributable to a lower level of volatility in the value of the equity securities held by the Company.  

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Related party other income decreased by $47,544, to $0 for the six months ended March 31, 2024, as compared to $47,544 reported in the six months ended March 31, 2023.  This income was provided to the Company by its former parent corporation to conduct exploration activities and was provided on an as-needed basis.  As a result of the spinoff of the Company, no further related party income is anticipated.

Fiscal Year 2023 Compared to Fiscal Year 2022

Our revenues for fiscal 2023 decreased by $1,753,678, or 87%, to $274,425 as compared to $2,028,103 reported for fiscal 2022. The decrease in revenues is attributable to decreased revenues from consulting services paid in equity securities, an area of our operations that recorded a decrease in fees of $1,684,600, or 94% to $102,000 in fiscal 2023 as compared to $1,786,600 in fiscal 2022. Consulting services that are paid for with equity securities and financial consulting revenue are generated on a project-by-project basis and vary from period to period.  Energy consulting revenue, which began in fiscal 2023, is a repetitive one-year service which we anticipate most of our customers will renew each year.  The components of revenue for the past two fiscal years were as follows:

		September 30, 2023				September 30, 2022
ICF services paid for with equity securities		$	102,000			$	1,786,000
ICF services paid for with cash			21,422				241,503
Revenue from Noveda services			150,983				-
Total		$	274,425			$	2,028,103

The Company has no mining revenues and does not anticipate mining revenues for several years.

Our costs of revenues decreased by $235,333, or 67%, to $118,192 in fiscal 2023, from $353,525 in fiscal 2022. The decrease is attributable to lower sales.  In addition, the 94% decrease in consulting services for equity securities, which is a high-margin product, resulted in a decrease in the gross profit percentage to 57% in fiscal 2023, as compared to 83% in fiscal 2022.

The Company paid $24,495 in wages during fiscal 2022 and paid no wages in fiscal 2023.

General and administrative expenses increased by $5,452 or 97%, to $11,096 for the year ended September 30, 2023, as compared to $5,644 for the prior fiscal year. The primary increase in expenses is attributable to the addition of energy consulting revenue in fiscal 2023.

Professional services expenses increased to $47,729 for the year ended September 30, 2023, as compared to $0 for the prior fiscal year. The increase in expenses is attributable to three individuals who perform part-time independent contractor services in fiscal 2023 to support the energy consulting revenue in fiscal 2023.

Unrealized losses on equity securities for the year ended September 30, 2023 increased by $612,028, or approximately 33%, to $2,460,978, as compared to $1,848,950 during the year ended September 30, 2022. The increase in unrealized losses is attributable to a further decrease in value of the equity securities held by the Company.  

A realized loss of $342,740 was recorded in the year ended April 30, 2023, as compared to a realized gain of $100 in the year ended April 30, 2022. The Company sold 2,000,000 shares of Galexxy Hldgs Inc in August 2023 for gross proceeds of $50,000 and used the proceeds primarily for its mineral exploration program.  In conjunction with the sale, the Company recorded a realized loss on the sale of investments of $342,740, as the book value of the shares at the time of the sale was $392,740.  In fiscal 2022, the Company sold an inactive subsidiary for a $100 gain.

Other income amounted to $13,709 in fiscal 2023, as compared to $0 in fiscal 2022.  The other income was the result of an employee retention credit (“ERC”) of $13,709, as provided under the Coronavirus Aid, Relief and Economic Security Act. The ERC was a tax incentive available to the Company for retaining employees during the economic challenges posed by the COVID-19 pandemic and was related to employment provided by the Company in fiscal 2022 and 2021.

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Related party other income decreased by $65,947, or 68%, to $30,899 for fiscal 2023 from $96,846 reported in the prior fiscal year.  This income was provided to the Company by its parent corporation to conduct exploration activities.

Amortization expense increased to $2,486 for fiscal 2023 from $0 for fiscal 2022. The Company did not have capitalized software to amortize in fiscal 2022. Beginning in fiscal 2023, the Company is amortizing capitalized software over a 15-year period.

Liquidity and Capital Resources

We had cash and cash equivalents of $42,826 and negative working capital of $30,219 as of September 30, 2023. For comparison, as of September 30, 2022, we had cash and cash equivalents of $11,463 and working capital of $11,463.

Sources and Uses of Cash: Our primary sources of cash are expected to be equity financings, revenue from consulting services, and potential proceeds from the sale or joint venture of our mineral claims.

Operational Cash Flow: Net cash provided by operating activities was positive, though reduced from the prior year, due to a combination of lower revenues from consulting services and increased operating expenses. Our strategy includes expanding our revenue base by growing our consulting services and exploring additional business opportunities to enhance cash inflows.

Investment Activities: We continued to invest in the development of our mineral claims and capitalized software, essential for supporting our exploration projects and enhancing operational efficiency. We also managed to generate cash from the sale of one of our investments, contributing positively to our liquidity.

Financial Strategy: To address our working capital deficit, we are pursuing various strategic initiatives, including:

	·	Equity Financing: We plan to raise additional capital through the issuance of equity securities. This includes our ongoing effort to sell shares of common stock in the current offering.
	·	Joint Ventures: We are exploring joint venture opportunities with other mining companies to share the costs and risks associated with the development of our mineral claims. This approach could provide significant funding without diluting our shareholders' equity.

We believe that our existing cash balances, equity securities and our anticipated cash flows from operations will be sufficient to meet our working capital and expenditure requirements for the next 12 months. Although we believe we have adequate sources of liquidity over the next 12 months, the success of our operations, the global economic outlook, and the pace of sustainable growth in our markets, will be dependent on our ability to raise capital for mineral exploration so that we can assess and document the value of our mineral claims.  We are seeking capital to fund exploration activity with the intent of uncovering a significant ore body in the Timmins mining camp in Ontario, Canada. Although we prefer to raise capital by selling securities to public investors, the capital we raise could be in the form of a joint venture where we sell an option to a drilling partner to buy certain mineral claims from us based upon the results of a drilling operation.  If we are unable to raise capital for exploration, we have the option to sell or abandon the claims without any further costs to us.

Year over Year Changes

Net cash provided by operating activities amounted to $24,753 in fiscal 2023, as compared to $111,015 in fiscal 2022.

In fiscal 2023, we recorded a net loss of $2,664,188, non-cash revenue of $102,000 and non-cash income from our parent company of $47,000.  These amounts were primarily offset by an unrealized loss on investments of $2,460,978 and a realized loss on the sale of investments of $342,740, so that we had net cash provided by operating activities of $24,753.

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In fiscal 2022, we recorded a net loss of $107,565, non-cash revenue of $1,786,600 and non-cash income from our parent company of $6,875.  These amounts were primarily offset by an unrealized loss on investments of $1,848,950 and non-cash expenses from the receipt of equity of 160,000, so that we had net cash provided by operating activities of $111,015.

In fiscal 2023, net cash provided by investing activities amounted to $6,610, which resulted from $50,000 in cash received from the sale of an investment and the acquisition of a subsidiary, less expenditures of $33,934 for capitalized software and $22,839 for mineral interests. In fiscal 2022, net cash used in investing activities amounted to $127,958 for the exploration of our mineral interests.

In fiscal 2023 and 2022 there were no investing activities.

Issuances of Equity

On November 2, 2023, the Company increased its authorized shares to 410,000,000, consisting of 400,000,000 shares of common stock and 10,000,000 shares of preferred stock.   1,000,000 shares of Series A preferred stock were created and issued with the following powers, preferences, qualifications, limitations or restrictions, and relative rights:

The Series A Preferred Stock shall not be convertible into common stock of the Company. The outstanding shares of Series A Preferred Stock shall be entitled to the number of votes, collectively, which shall be equal to 70% of the total number of votes that may be cast (including the votes of the issued and outstanding common stock as well as any voting preferred stock) at the time of such vote, at each meeting (or by written consent) of shareholders of the Company for their action or consideration, including the election of directors. The Company shall not amend, alter or repeal the Series A Preferred Stock, special rights or other powers of the Series A Preferred Stock so as to affect adversely the Series A Preferred Stock, without written consent or affirmation vote of the holders of at least a majority of the then outstanding aggregate number of shares of such adversely affected Series A Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class.

On February 5, 2024, the Company implemented a stock split, issuing 106,960,795 shares of its Common Stock to its parent corporation, Mesa Home Resources Inc. (“Mesa”), bringing the total outstanding shares of common stock to 116,960,795. Mesa completed a spin-off of the Company on April 12, 2024 through a pro rata distribution of the Company’s Common Stock to the stockholders of Mesa as of November 2, 2023. Each Mesa stockholder received one share of Company Common Stock for each share of Mesa common stock held at the close of business, New York City time, on November 2, 2023, the record date of the spin-off. The distribution was made in book-entry form.

In June 2024, 300,000 shares of our common stock, valued at a price of $0.10 per share, were issued as payment in full for a $30,000 consulting contract.

Indebtedness

As of September 30, 2023, the Company had $98,322 in total liabilities, comprised of accrued expense of $24,036, deferred revenue of $5,679, and related party advances of $5,679.  These liabilities are routine in nature. 

Impact of inflation

While inflation may impact our capital and operating expenditures, we believe the effects of inflation, if any, on our results of operations and financial condition have not been significant. However, there can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future, including by heightened levels of inflation experienced globally because of the pandemics, supply disruptions, high demand for geologists and drilling equipment, and recent geopolitical conflict.

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Summary of Accounting Principles

Basis of Presentation

The financial statements are presented in United States dollars and have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The most significant estimates include:

	·	revenue recognition and estimating allowance for doubtful accounts;
	·	valuation of long-lived assets; and
	·	valuation of intangible assets.

We continually evaluate our accounting policies and the estimates we use to prepare our financial statements. In general, the estimates are based on historical experience, on information from third party professionals and on various other sources and assumptions that are believed to be reasonable under the facts and circumstances at the time such estimates are made. Management considers an accounting estimate to be critical if:

	·	it requires assumptions to be made that were uncertain at the time the estimate was made; and
	·	changes in the estimate, or the use of different estimating methods, could have a material impact on our consolidated results of operations or financial condition.

Actual results could differ from those estimates. Significant accounting policies are described in Note 1 to our financial statements, which are included in this offering circular. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result.

Certain of our accounting policies are deemed “critical”, as they require management's highest degree of judgment, estimates and assumptions. The following critical accounting policies are not intended to be a comprehensive list of all of our accounting policies or estimates:

Revenue Recognition

The Company recognizes service revenue from its consulting contracts and its game website using the five-step model as prescribed by ASC 606:

·	Identification of the contract, or contracts, with a customer;
·	Identification of the performance obligations in the contract;
·	Determination of the transaction price;
·	Allocation of the transaction price to the performance obligations in the contract; and
·	Recognition of revenue when or as, the Company satisfies a performance obligation.

Allowance for Doubtful Accounts

In order to record the Company’s accounts receivable at their net realizable value, the Company must assess their collectability.  A considerable amount of judgment is required in order to make this assessment, including an analysis of historical bad debts and other adjustments, a review of the aging of the Company’s receivables, and the current creditworthiness of the Company’s customers.  Generally, when a customer account reaches a certain level of delinquency, the Company provides an allowance for the related amount receivable from the customer.  The Company writes off the accounts receivable balance from a customer and the related allowance established when it believes it has exhausted all reasonable collection efforts. Bad debt expense for fiscal 2023 and 2022 amounted to $6,496 and $1,105, respectively.

Impairment of Long-Lived Assets

Financial Accounting Standards Board (“FASB”) authoritative guidance requires that certain assets be reviewed for impairment and, if impaired, remeasured at fair value whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Impairment loss estimates are primarily based upon management’s analysis and review of the carrying value of long-lived assets at each balance sheet date, utilizing an undiscounted future cash flow calculation. We did not recognize an impairment loss in fiscal 2023 and 2022.

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Income Taxes

We estimate the degree to which tax assets and loss carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined that such assets will more likely than not go unused. If it becomes more likely than not that a tax asset or loss carry-forward will be used, the related valuation allowance on such assets is reversed.

Stock-based Compensation

The Company measures and records the expense related to stock-based compensation awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, and uses the straight-line method to recognize the related stock-based compensation. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option-pricing model to determine the fair value of stock awards. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, including the estimated fair value and price volatility of the Company’s common stock and the expected term of the option.

Recent Accounting Pronouncements

The Company adopted ASU 2016-13 on January 1, 2023 which requires entities to estimate an expected lifetime credit loss on financial assets such as short-term customer receivables. The estimate of expected credit losses is intended to reflect the potential risk of loss even if management believes no such loss has been incurred as of the reporting date. The adoption of this standard did not have a material impact on the Company’s financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

Emerging Growth Company

As a public reporting company, we will be required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain an “emerging growth company”, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies”, including but not limited to:

	·	not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;
	·	taking advantage of extensions of time to comply with certain new or revised financial accounting standards;
	·	being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and
	·	being exempt from the requirement to hold a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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Our company will continue to be an emerging growth company until the earliest of:

	·	the last day of the fiscal year during which we have annual total gross revenues of $1,070,000,000 or more;
	·	the last day of the fiscal year following the fifth anniversary of the first sale of our common equity securities in an offering registered under the Securities Act of 1933;
	·	the date on which we issue more than $1 billion in non-convertible debt securities during a previous three-year period; or
	·	the date on which we are deemed to be a large accelerated filer, which means the end of the fiscal year in which the market value of our common equity held by non-affiliates exceeds $700 million as of the end of the second quarter of that fiscal year.

In summary, we are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies” and therefore, our shareholders could receive less information than they might expect to receive from more mature public companies.

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BUSINESS

Overview

Fortune Nickel and Gold Inc (the “Company” or “Fortune.”), was incorporated on August 18, 2020 in the state of New York. It owns ICF Industries Inc. (“ICF”), which was incorporated on January 1, 2020 in the state of Delaware. ICF owns Noveda Technology Inc. (“Noveda”), which was incorporated on June 20, 2021 in the state of New Jersey. 

The authorized share capital of Fortune is 400,000,000 shares of common stock with a par value of $0.001 per share (the “Common Stock”), and 10,000,000 shares of preferred stock, of which 1,000,000 shares of Series A preferred stock, par value $0.001 per share (“Series A Preferred Stock”), have been designated and issued.

The Company’s office is situated at 800 Westchester Ave Suite 641N Rye Brook, NY 10573. The Company’s web site is www.fortunenickelandgold.com.

Fortune, in collaboration with its subsidiary ICF, and ICF’s subsidiary Noveda, operates in both the mineral exploration and renewable energy optimization sectors. Fortune focuses on identifying and developing critical mineral resources essential for green technologies, ICF provides consulting and financial reporting services to four green-energy focused companies that trade on OTC Markets, while Noveda specializes in advanced energy data analytics for solar energy users, enhancing grid efficiency and sustainability. This collaboration underlines a strategic commitment to environmental stewardship.

Fortune Nickel and Gold Inc.

Fortune Nickel and Gold Inc. is dedicated to the acquisition, exploration, and development of mining properties in prolific nickel, copper, and gold jurisdictions. Fortune’s goal is to mine metals that sustain the global economy and replace fossil fuels with low-carbon energy. Metals such as copper facilitate the generation, storage and transmission of electricity, and nickel is a key component in the batteries of electric vehicles. Fortune owns 195 mining claims that lie at the core of the Abitibi Greenstone Belt, which contains some of the world’s largest deposits of gold, copper, zinc, nickel, and platinum-group metals. Nickel is a crucial battery metal in the electric vehicle (“EV”) supply chain. Fortune’s proximity to Canada Nickel properties and the established mining infrastructure in Timmins, Ontario, Canada, significantly enhances its exploration prospects. This strategic location offers direct access to critical resources and operational capabilities, positioning Fortune to effectively explore and develop its mineral assets. Coupled with the region’s rich history in mineral extraction, Fortune is well-placed to leverage these advantages for the exploration of nickel, copper, and other battery metals, crucial for the renewable energy sector. This setting not only supports efficient exploration activities but also aligns with global demands for sustainable and ethically sourced minerals.

The Company plans to explore and drill its mining claims, compile information, and either sell its mineral rights to a mining company or develop them by itself or in a joint venture.

ICF Industries Inc.

ICF provides consulting and accounting services to small cap companies. It receives payment for its services in both cash and equity securities. The equity securities that it owns are from small cap companies traded on OTC Markets. Fortune hopes to sell these securities to help fund its critical mineral exploration efforts. As a result of its services, it owns a basket of minority positions in publicly traded equities. The holdings include:

	·	70,000,000 shares of common stock of Tamino Minerals Inc (OTC:TINO), which is a gold and lithium exploration company;
	·	2,200,000,000 shares of common stock of IDGlobal Corp. (OTC:IDGC), which is an emerging growth company that focuses on international investment opportunities;
	·	1,000,000 shares of Firma Holdings Corp. (OTC:FRMA), which seeks to develop advanced carbon materials;

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	·	89,000,000 shares of Agri-Dynamics. Inc (OTC:AGDY), which is a gold exploration company;
	·	30,000,000 shares of Pervasip Corp. (OTC:PVSP), which is a commercial cannabis operation in Washington State that produces the 9th best-selling brand in the USA;
	·	100,000 shares of common stock and 3 shares of Special 2021 Series A preferred stock of KRTL Holding Group, Inc. (OTC:KRTL), which focuses on critical minerals, bio- and agri-technology; and
	·	200,000 warrants to purchase, at a price of $0.001 per share, common stock of Quantum International Inc. (OTC:QUAN), which is an app development company.

The Company and its subsidiaries do not hold themselves out as being engaged (or proposing to engage) primarily in investing, reinvesting, or trading in securities. The Company is primarily engaged in the business of mineral exploration and renewable energy optimization and Company management spends the vast majority of its time and attention on the core operating businesses of the Company; monitoring the investment securities is only an ancillary activity.

`

The Company has not invested in any investment securities outside of receipt of securities from customers as payment for consulting and other services provided to such customers. Other than liquidating such securities for cash, the Company does not regularly trade in securities by buying securities for cash or by selling securities and reinvesting that capital into different investment securities.  The Company believes that being open to receiving in-kind securities as payment for services expands the market for its services to additional customers that may not otherwise be able to pay cash for such services.

Noveda Technology Inc.

Noveda specializes in real-time, web-based monitoring solutions for energy and water usage. Its innovative platform is designed to help users optimize the performance of renewable energy systems, significantly reducing their environmental impact by lowering energy consumption and carbon emissions. Targeting a broad market including commercial, educational, and government sectors, Noveda’s services offer insights into energy savings and sustainability practices. It developed a proprietary software in 2023 that operates on Amazon Web Services.

Software Capabilities: Noveda’s software platform offers comprehensive monitoring and analytics capabilities, including:

	·	Real-Time Monitoring: Continuous data collection on energy and water usage, allowing users to identify inefficiencies and waste.
	·	Detailed Analytics: Advanced analytics tools to optimize resource usage, detect waste, and verify financial savings from sustainability initiatives.
	·	Performance Optimization: Tools to optimize the performance of renewable energy systems such as solar PV and wind turbines.
	·	Sustainability Reporting: Features to generate detailed reports on sustainability efforts and resource usage, aiding in regulatory compliance and corporate sustainability reporting.

User Base: Noveda’s software is used by a diverse range of sectors, including:

	·	Commercial and Retail: Businesses seeking to reduce operating costs and enhance sustainability.
	·	Industrial: Manufacturers looking to optimize resource usage and improve operational efficiency.
	·	Government and Education: Public institutions and universities committed to sustainability and cost savings.
	·	Utilities: Energy and water utilities aiming to provide advanced monitoring solutions to their customers.
	·	Healthcare: Hospitals and healthcare facilities focused on efficient resource management.

Competition: Noveda operates in a competitive market with several established players offering similar solutions. Key competitors include:

	·	EnerNOC (a part of Enel X): Provides energy intelligence software and services to commercial and industrial customers.
	·	Johnson Controls: Offers comprehensive building automation and energy management solutions.
	·	Honeywell: Provides a range of energy management and sustainability solutions for commercial buildings.
	·	Siemens: Offers energy and sustainability management software and services.

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Standard Customer Terms:

	·	Subscription Model: Noveda operates on a subscription-based model, billing customers annually in advance for a one-year energy monitoring cycle.
	·	Equipment Requirements: Customers must have specific monitoring equipment installed on their premises to utilize Noveda’s SaaS platform. This equipment is either purchased outright and in some instances the customer works with Noveda and purchases the equipment through Noveda. Typically, we have the customer purchase the equipment directly from a manufacturer or distributor.
	·	Contract Terms: While Noveda does not have long-term contracts, the annual subscription model encourages ongoing customer engagement. Customers who choose to discontinue the service may incur costs related to the removal and replacement of the monitoring equipment.
	·	Support and Maintenance: Noveda provides comprehensive support and maintenance services as part of the subscription, ensuring that the monitoring systems operate efficiently and effectively.

Collaboration with Carleton College

Overview:

Our business focuses on the exploration and development of critical minerals essential for the green energy transition. We believe a collaboration with Carleton College not only supports our mission of sustainable mineral exploration but also creates an opportunity for educational and professional growth for Carleton students and graduates.

Carleton College’s Entrepreneurial Spirit and Liberal Arts Education:

Carleton College emphasizes a rigorous liberal arts education that equips students with critical thinking, problem-solving, and effective communication skills. These attributes are essential for the management team of a new business and align well with the demands of innovative projects in mineral exploration and the real-time energy usage solutions provided by our Noveda subsidiary.

One notable initiative is the Carleton Startup Competition, led by a distinguished professor of economics. This event encourages students to pitch proposals for funding new businesses, sharing observations and experiences with entrepreneurial opportunities on campus. The college's initiatives demonstrate a commitment to supporting innovative and entrepreneurial activities among students, and Fortune hopes to expand that initiative.

Passion for Sustainability and Green Energy:

Carleton College has a long-standing tradition of pioneering green energy and sustainability. The dedication of Carleton’s 1.65 megawatt wind turbine in 2004 marked a significant milestone, making it the first utility-grade wind turbine owned by a college in the United States. This commitment was further reinforced with the installation of a second turbine in 2011, significantly increasing the campus’s renewable energy output.

Many alumni, having been part of this culture, have demonstrated a strong personal commitment to sustainability and environmental stewardship. This commitment aligns well with Fortune’s goals in mineral exploration and renewable energy optimization.

Network and Influence:

Carleton alumni often maintain strong networks with fellow graduates and the broader college community. This network can be leveraged to build support for Fortune’s initiatives, attract additional talent, and foster partnerships that enhance the project’s impact. Alumni can act as ambassadors, promoting the project within their professional circles and encouraging broader participation.

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Professional Expertise and Experience:

Many Carleton alumni have built successful careers in various fields, including environmental science, technology, business, and finance. Their professional expertise and experience may provide valuable insights and strategic guidance to the project. We  anticipate that alumni can mentor students involved in the project, share best practices, and contribute to the development of robust and effective strategies for exploration and marketing.

Commitment to Community and Education:

Many Carleton alumni have a deep-seated commitment to giving back to their community and supporting educational initiatives. This project offers them an opportunity to contribute to the college’s legacy of sustainability while supporting the next generation of students. By participating in this project, alumni can make a meaningful impact in advancing renewable energy and fostering educational and professional growth for current students.

Strategic Partnership and Stock Issuance:

To further generate interest, spirit, participation, and excitement in this collaborative clean energy project, Fortune will issue one share of stock to Carleton College for every share purchased by the investment community. This strategic move not only strengthens our partnership with Carleton but also underscores our commitment to integrating academic excellence with industry innovation, and we hope that our project can serve as a model for future collaborations between non-profit corporations and fund raising under both Regulation A and Regulation CF.

PROSPECTS

Fortune’s exploration business, operating within the strategic and mineral-rich confines of the Timmins mining camp, focuses on the exploration and potential development of critical minerals essential for modern technologies and renewable energy systems. A description of property is as follows:

·

Strategic Location: Timmins Mining Camp

·

Region: At the heart of the Abitibi greenstone belt, renowned for its extensive deposits of gold, silver, copper, zinc, nickel, platinum-group metals (PGMs), and industrial minerals such as talc.

·

Proximity to Significant Mines:

·

Six miles north of Glencore’s Kidd Mine Met Site, the world’s deepest base-metal mine with over 150 million tonnes of copper-zinc ore produced.

·

Fifteen miles northeast of the City of Timmins, a gold-rich area with over 75 million ounces of gold produced, alongside numerous economic deposits and mines.

The Company refers to its mining claims as the Gowan Project and the Beck-Ottaway Project.

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Gowan Project

·

Location: Gowan Townships

·

Area: Comprises 115 unpatented mining claims, totaling about 5,200 acres of prospective land for nickel, cobalt, PGMs, base-metal, and gold exploration.

·

Geological Setting: The property is underlain by the Gowan Intrusion Complex (GIC), featuring a diverse range of rock types. This setting is conducive to hosting world-class nickel sulfide deposits (e.g., Crawford) and base-metal VMS deposits (e.g., Kidd Creek).

·

Drilling Assessments: High-grade nickel and copper have been identified, alongside multiple zones of anomalous copper-zinc mineralization. Notably, drill hole FH-68 revealed a significant intersection with high nickel and copper content, sitting atop an unexplored electromagnetic anomaly.

Beck / Ottaway Project

·

Location: Beck-Ottaway-Lennox Townships

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Area: Encompasses 80 unpatented mining claims, approximately 4,000 acres, focusing on nickel, cobalt, gold, and base-metal prospects.

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Geological Features: Dominated by serpentinized-altered ultramafic and mafic rocks, similar geological environments have historically hosted major nickel sulfide deposits.

·

Drilling Assessments: Historical drilling identified multiple nickel-bearing zones and areas of anomalous copper and gold, indicating substantial unexplored potential, especially given the lack of significant exploration activity over the past five decades.

Business Overview

Fortune’s exploration endeavors are strategically positioned to leverage the prolific mineral resources of the Timmins Mining Camp. Both the Gowan and Beck / Ottaway projects present significant exploration targets with the potential to uncover critical minerals necessary for the burgeoning renewable energy and technology sectors.

The strategic location near established mines underscores the potential for significant mineral discoveries within Fortune’s mineral claims. The historical drilling results and geological assessments indicate the presence of high-value mineralization, with much of the land still largely underexplored. This presents an opportunity for discovery and development in areas with proven geological potential.

The unexplored electromagnetic anomalies, alongside historical findings of high-grade mineralization, set the stage for advanced exploration techniques to unlock the value within the mineral claims. With a focus on nickel, copper, cobalt, PGMs, and gold, Fortune’s exploration projects are well-aligned with global demands for critical minerals that drive sustainable technologies and green energy solutions.

Fortune’s business stands at the threshold of potentially significant mineral discoveries, poised to contribute valuable resources to the global supply chain while offering substantial growth opportunities within the critical minerals sector.

 Competition

This year, Samsung SDI has made a significant investment in Canada Nickel Company Inc., contributing US$18.5 million for an 8.7% stake in the company. This investment is particularly strategic, as Samsung SDI, a leading manufacturer of rechargeable batteries for various industries, including technology and automotive, secures not only a stake in Canada Nickel but also off-take rights. Specifically, Samsung SDI will have the right to purchase 10% of the nickel-cobalt production from Canada Nickel’s Crawford project over its lifetime, with an option to secure an additional 20% for 15 years, extendable by mutual agreement. This arrangement underscores the critical role of Canada Nickel’s production in the electric vehicle supply chains across North America and Europe, highlighting the growing demand for nickel and cobalt in battery production

Additionally, Canada Nickel has also attracted investment from Agnico Eagle Mines Ltd., which acquired a 12% stake in the company with a US$23.12 million investment. Agnico Eagle’s interest further validates Canada Nickel’s potential in the critical minerals market, especially considering Agnico Eagle’s prominent position in the gold mining sector

These investments reflect a broader trend of growing interest in securing supplies of essential minerals for the burgeoning electric vehicle and renewable energy sectors, with companies like Samsung SDI and Agnico Eagle looking to bolster their supply chains and investment portfolios with critical minerals like nickel and cobalt.

In the Timmins area, key competitors include:

·

Canada Nickel Company: Focused on the Crawford Nickel-Cobalt Project, aiming to develop resources critical for renewable energy technologies. Their significant investment and exploration activities highlight their position as a major player.

·

Pelangio Exploration Inc.: Engaged in early-stage exploration, particularly gold, Pelangio explores in and around the Timmins area, leveraging historical data and modern techniques to identify promising targets.

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·

Kidd Creek Mine: Operated by Glencore, one of the world’s largest globally diversified natural resource companies, Kidd Creek is a world-class orebody comprising zinc, copper, silver, and indium, significantly contributing to the region’s mining output and competitiveness.

·

Class 1 Nickel and Technologies, operating the Alexo-Dundonald Mines, is a notable competitor in the Timmins area, particularly for projects focused on nickel and associated metals. Their involvement in advancing nickel projects, coupled with technological applications aimed at enhancing mining efficiencies, presents a competitive edge in the sector. Their activities highlight the ongoing interest and investment in nickel mining within the region, underscoring the strategic importance of these minerals for future technologies.

These entities illustrate the diverse and competitive nature of mining in the Timmins region, spanning from base and precious metals to critical minerals for technology sectors.

Fortune also faces competition from mining companies in Russia, China, and Indonesia, countries known for significant production of nickel, cobalt, and other critical minerals. These nations benefit from extensive resources, government support, and established global supply chains, potentially offering lower-cost materials to the market. However, Fortune’s strategic location in Canada, known for its stable regulatory environment and commitment to sustainable mining practices, could offer a competitive advantage to investors concerned with ethical sourcing and environmental standards.

We compete with other mining companies to retain expert consultants required to complete our geological, project development, and analytical and metallurgical studies. We also compete with other mining companies to hire geologists and other skilled personnel in the mining industry, and for exploration and development services. In competing for qualified mineral exploration personnel, we may be required to pay compensation or benefits relatively higher than those paid in the past, and the availability of qualified personnel may be limited in high-demand commodity cycles. All our expert consultants have been independent contractors. They work on an as-needed basis and also work for other junior exploration companies in Canada.  The price of each work assignment is negotiated, and they have received either cash or common stock for their services.  Axiom was paid in shares of common stock for their services, and it continues to be a shareholder today.  Field work, report writing, and other tasks are approximately $30 to $50 an hour depending on the skill level involved.  The contractors have completed projects such as geophysical surveys, geochemical surveys, soil sample analysis, and satellite data analysis.  

Industry Regulation

In the Timmins mining camp, government regulation is governed by both federal and provincial frameworks, ensuring environmental stewardship, community engagement, and worker safety. Entities must comply with regulations from Environment and Climate Change Canada and Natural Resources Canada, as well as provincial regulations set by Ontario’s Ministry of Northern Development, Mines, Natural Resources, and Forestry. These include environmental impact assessments, permitting processes, Indigenous consultations, and reclamation plans. These regulatory requirements ensure sustainable development and responsible resource extraction within the region.

CURRENT PROJECTS

Flagship Project – Gowan Project

Strategic Location:

Timmins Mining Camp lies at the heart of the Abitibi greenstone belt, which contains some of the world’s largest deposits of gold, silver, copper, zinc, nickel, platinum group metals and industrial minerals, such as talc.

Six miles north of Glencore’s Kidd Mine Met Site – The deepest base-metal mine in the world. The mine complex has produced over 150 million tonnes of copper-zinc ore.

Fifteen miles northeast of the City of Timmins – Timmins Gold Camp has produced over 106 million ounces of gold and hosted many economic deposits and mines. (https://digigeodata.com/timmins-mining-camp-gold-endowment/)

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Property Size:

This project is located at Gowan Townships and comprises 115 unpatented, mining claims (about 5,200 acres) of a prospective land package highlighting nickel, cobalt, PGM, base-metal and gold opportunities.

Geology and Mineralization

The Gowan Property, underlain by Gowan Intrusion Complex (“GIC”), consists of ultramafic, mafic- intermediate, felsic metavolcanic and clastic metasedimentary rocks with ultramafic, mafic and bimodal felsic intrusions. This geological setting potentially hosts world-class nickel sulfide deposits, i.e. Crawford, and base-metal VMS deposits, i.e. Kidd Creek, in Timmins Camp.

Drilling assessment reports from the Ministry of Northern Development and Mines in Ontario Province, has highlighted an impressive, high-grade, RC drill hole (FH-68) with a known intersection of 27ft at 3.5% Ni and 1.25% Cu, from millerite-bearing basal till samples. Multiple zones with anomalous copper-zinc mineralization, in the form of semi-massive-disseminated pyrite-chalcopyrite-sphalerite veins were also intersected in historic drill holes at the southeast and western sections of the property. Hole FH-68, including the drill holes with base-metal mineralization, sits on top of an electromagnetic anomaly (conductor), which was previously identified from an Ontario Geological Survey (OGS) Geophysical Airborne EM survey. These linear conductors were not drill-tested to bedrock depth and are also coincident at or along faults/shears and or lithologic boundaries, which by analogy in Timmins Camp, are excellent sites for significant Ni-Cu-(PGE) deposits.

Exploration Activities: Fortune has conducted various exploration activities, utilizing advanced techniques to identify and evaluate potential mineralization zones:

	1.	Geophysical Surveys:
		○	Synthetic Aperture Radar (SAR): Identified key geological features such as faults and lineaments.
		○	Induced Polarization (IP) Surveys: Conducted by Axiom Exploration Group, identifying high chargeability zones indicative of disseminated sulfide mineralization.
	2.	Geochemical Surveys:
		○	Soil Gas Hydrocarbon (SGH) Surveys: Detected geochemical anomalies suggesting nickel, copper, and gold mineralization.
	3.	Historical Drilling and Sampling:
		○	Significant intersections, including drill hole PH-68 with 27 feet of 3.5% nickel sulfide and 1.25% copper.
	4.	Satellite Data Analysis:
		○	Utilized Sentinel and Aster satellites for surface feature mapping and alteration identification.

Project Goals: The primary objective is to discover and delineate economically viable nickel and copper deposits, critical for renewable energy technologies.

Future Exploration Plans:

	·	Drilling Programs: Extensive drilling to test identified anomalies and define mineralization extent.
	·	In-fill Sampling: Additional sampling to refine soil geochemistry understanding.
	·	Geophysical and Geochemical Surveys: Continued use to identify new targets.

There has been no significant exploration activity on the property making it an exciting exploration target with enormous blue-sky potential for nickel, base-metal and gold opportunities.

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Gowan Project Map

Gowan Property Map Showing its Mining Claims

Flagship Project – Beck / Ottaway Project

Strategic Location:

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Timmins Mining Camp lies at the heart of the Abitibi greenstone belt, which contains some of the world’s largest deposits of gold, silver, copper, zinc, nickel, platinum-group metals, and industrial minerals such as talc.

Eight miles north of Canada Nickel Company’s world-class Crawford Ni-Co-PGM deposit

Thirty-four miles north of the City of Timmins – Timmins Gold Camp has produced over 106 million ounces of gold and hosted many economic deposits and mines.

Property Size:

This project is located at Beck-Ottaway-Lennox Townships and comprises 80 unpatented, mining claims (about 4,000 acres) of a prospective land package that highlights nickel, cobalt, gold and base-metal opportunities.

Geology and Mineralization

The Beck-Ottaway Property is geologically underlain by a thick pile of serpentinized-altered, ultramafic, and mafic suites of rocks that typically host world-class nickel sulfide deposits in the Timmins Camp.

Drilling assessment reports from the Ministry of Northern Development and Mines, in the Ontario Province, has highlighted three drill holes in 1965 that intersected multiple anomalous nickel-bearing zones up to 118 ft in thickness. Like the Crawford deposit of Canada Nickel Company, the nickel sulfide mineralization at the southern portion of the property is also hosted in altered dunite-peridotite rocks, in the form of fine-grained, disseminations of pentlandite-millerite-chalcopyrite-pyrite, with grades ranging from 0.10 up to 0.30% Ni. Historical drill hole data at the north and west portions of the property highlighted anomalous copper and gold associated with massive sulfides, and shear-controlled quartz-carbonate veins, respectively.

Exploration Activities: Fortune has implemented comprehensive exploration activities for the Beck-Ottaway Project, utilizing various advanced techniques to identify and evaluate mineralization zones:

	1.	Geophysical Surveys:
		○	Magnetic Surveys: Conducted to map geological structures and identify magnetic anomalies associated with potential mineral deposits.
		○	Electromagnetic (EM) Surveys: Used to detect conductive zones indicative of sulfide mineralization.
	2.	Geochemical Surveys:
		○	Soil Sampling: Systematic soil sampling has been conducted to identify geochemical anomalies that signal the presence of nickel, copper, and other valuable minerals.
	3.	Historical Drilling and Sampling:
		○	Analysis of historical drilling data has provided valuable insights into the mineralization patterns and guided current exploration strategies.
	4.	Satellite Data Analysis:
		○	Multispectral Data Analysis: Utilized to enhance the understanding of surface features and identify areas with potential mineralization.

Project Goals: The primary objective of the Beck-Ottaway Project is to discover and delineate economically viable deposits of nickel and copper. These metals are essential to produce batteries, electric vehicles, and various renewable energy technologies, making their exploration and development critical in the transition to a sustainable future.

Future Exploration Plans:

	·	Drilling Programs: A detailed drilling program is planned to test identified geophysical and geochemical anomalies and further define the extent of mineralization.
	·	In-fill Sampling: Additional soil and rock sampling to refine the understanding of geochemical anomalies.
	·	Geophysical and Geochemical Surveys: Ongoing surveys to expand exploration efforts and identify new targets.

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There has been no significant exploration activity on the property in the last 50+ years, making it an exciting exploration target, with enormous blue-sky potential for nickel, base-metal, and gold opportunities.

Beck-Ottaway Project Map

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Beck-Ottaway Property Map Showing its Mining Claims  

Employees

As of the date of this offering circular, the Company has one part-time employee, its Chief Executive Officer.

Advisors

The Company has recruited several mining experts to support our development and validation of the value of our mineral rights Company. Advisors agree to provide a minimum number of service hours to Fortune per year on a case-by-case basis. Compensation to these advisors has been in cash and in shares of the Company’s Common Stock. These advisors are not employees of the Company.

Acquisition Opportunities

We do not have any current plans to acquire the assets or operation of other entities, but we believe that opportunities may become available. Should there be an opportunity to make an acquisition, our goal would be to ensure that the assets or operations to be acquired are a good fit and that the acquisition terms align with the Company’s interests. Acquisitions would likely be in the form of cash and equity. The cash portion of any acquisition would likely come from obtaining financing from lenders or future equity financing rounds, neither of which have been identified or may become available on terms favorable to us, if at all. Such financing would require that the Company take on new expenses related to servicing new debt or broker commission fees. Any equity used for an acquisition would come from issuing additional shares of the Company’s stock in exchange for the stock of the acquired entity. The issuance of stock would likely occur in a transaction that is not registered with the Commission and could result in the dilution of the investors in our offering. Additionally, investor consent would not be sought if the Company had sufficient authorized shares available.

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Litigation

From time to time, the Company may be involved in a variety of legal matters that arise in the normal course of business. The Company is not currently involved in any material litigation, and its management is not aware of any pending or threatened material legal actions relating to its intellectual property, conduct of its business activities, or otherwise.

See “Risk Factors” for a summary of risks our Company may face in relation to litigation against our Company.

The Company’s Property

The Company leases office space at 800 Westchester Avenue Suite 641N, Rye Brook, NY 10573, which serves as its headquarters. Rent expense is $105 per month and the lease is on a month-to-month basis.

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MANAGEMENT

Directors and Executive Officers

Paul Riss is the sole member of the Company’s Board of Directors. Mr. Riss is also the only executive officer of the Company, serving as Chief Executive Officer, President and Secretary.

Mr. Riss has more than 40 years of experience buying, building, operating, and selling businesses as the CEO of a publicly traded company and as a CPA with Ernst & Young.

Since March 2016, Mr. Riss has served as a board member and Chief Compliance Officer of Net capital Funding Portal Inc., an equity-based funding portal and a member of FINRA. From January 2018 to November 2023, he served as the Chief Executive Officer and Chief Financial Officer of Here To Serve Holding Corp., (OTC: HTSC). Since December 2022, he has served as the chairman of the audit committee of Monogram Orthopaedics Inc (Nasdaq: MGRM). Mr. Riss is a licensed CPA in the State of New York and is a member of the American Institute of Certified Public Accountants. As the CEO of a Nasdaq-listed technology company he was selected as a finalist in the Ernst & Young Entrepreneur of the Year award program for the Connecticut / Hudson Valley region. He graduated Magna Cum Laude with distinction from Carleton College in Northfield, Minnesota, and earned an MBA with distinction from the Stern School of Business at New York University. He won the James P. Kelly Award for distinguished public service by a member of the Westchester chapter of the New York State Society of Public Accountants. Mr. Riss is 69 years old.

Summary Compensation Table

The following table sets forth, for the fiscal years indicated, all compensation awarded to, earned by or paid to Paul Riss, our CEO since inception.

Summary Executive Compensation Table

												Stock				Option				Non-equity incentive plan				All other
Name and principal		Fiscal		Salary				Bonus				awards				awards				compensation				compensation				Total
principal position		Year		($)				($)				($)(1)								($)				($)				($)
Paul Riss		2023			0				0				0				0				0				0				0
CEO		2022			20,800				0				0				0				0				0				20,800

Key Person

Cherian Mathai – Mr. Mathai is the operations manager of Noveda. He is a co-founder of three companies with line management (COO level) and financial administration (CFO level) that were conceived, developed and successfully launched globally. Two of the three have been sold to strategic acquirers and the third, in IP and digital media, is in discussions for sale to one of the largest strategic entities in the industry. Prior to this venture, Mr. Mathai co-founded .travel TLD, the sponsored Top Level Domain (TLD), for the global travel community. In connection with .travel TLD, Mr. Mathai pioneered a unique authentication process for domain name registration and IP and trademark protection mechanism, which has been adopted as the industry norm. Mr. Mathai wrote the business plan, raised financing, set up operations, oversaw outreach, developed community and other stakeholder relationships and successfully rolled out a global offering. He then arranged, negotiated and consummated the sale of the company to a NASDAQ-traded Internet company, thereby netting investors over twenty times return. Earlier, he Mr. Mathai co-founded fareone, a web based fare aggregator of consolidator fares for travel agents, the first of its kind. As Chief Financial Offer, developed the start-up from concept to its sale to a U.K. based and London Stock Exchange traded online travel company. After the sale, Mr. Mathai stayed on as Chief Financial Officer of the Group, responsible for overall financial operations for North America and directed a major acquisition in the travel data management company based in Europe and United States. Earlier he had worked as Vice President of a structured finance advisory services company and as controller of a clean energy tech company. Mr. Mathai started his career at the United Nations Secretariat in New York as a Project Economist in the New & Renewable Energy Division, pioneering wind, solar and biomass projects in South America, Africa and Asia long before they had commercial applications. He has a master’s degree in international affairs with a finance concentration from Columbia University in New York.

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Advisors to Management

Charles Gryba P.Eng – An advisor to the Company, his geology experience, mining methods and advances to the mining industry make him a desired resource. Today Mr. Gryba is acting as Strategic Advisor for Fortune Nickel and Gold Inc. He is instrumental in the geological, technical and mining decision-making for the Company’s Gowan and Beck Ottaway project.

David Beling P.E.- Mr. Beling is an advisor to the Company. During the past 58 years, Mr. Beling examined, significantly reviewed, or was directly involved with 88 underground mines, 131 open-pit mines and 164 process plants around the world. He also developed, enhanced, and obtained financing for several mining companies, mainly in the copper, gold, cobalt, nickel, and uranium sectors.

Professional Service Providers

Independent Accountant	OLAYINKA OYEBOLA & CO PC 43, Nurses House, 2nd Floor  Churchgate Street, Victoria Island  Lagos, Nigeria
Legal Services	Robert Brantl, Esq. 181 Dante Avenue Tuckahoe, NY 10707-3042

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DESCRIPTION OF SECURITIES

The following description is intended as a summary of our Amended and Restated Certificate of Incorporation (the “certificate of incorporation”) and our Bylaws (the “amended and restated bylaws”). The description is intended as a summary and is qualified in its entirety by reference to our certificate of incorporation and our bylaws, copies of which have been filed as exhibits to the Form 1-A, of which this offering circular forms a part.

Authorized Capital Stock

The Company has authorized shares of 410,000,000, consisting of 400,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. 1,000,000 shares of Series A preferred stock are issued and outstanding and 9,000,000 shares of preferred stock are authorized and undesignated.  As of the filing date of this offering circular, 117,260,795 shares of Common Stock are outstanding.

Provisions of Note in Our Amended and Restated Certificate of Incorporation

No director of the Company shall be personally liable to the Company or its shareholders for damages for any breach of duty in such capacity, provided that this provision shall not limit the liability of any director if a judgment or other final adjudication, adverse to him, establishes that his act or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he personally gained in fact a financial profit or other advantage, to which he was not legally entitled or that his acts violated Section 719 of the New York Business Corporation Law.

Authorized but Unissued Capital Stock

We have authorized but unissued shares of preferred stock and Common Stock, and our Board of Directors may authorize the issuance of one or more series of preferred stock without stockholder approval. These shares could be used by our Board of Directors to make it more difficult or to discourage an attempt to obtain control of us through a merger, tender offer, proxy contest or otherwise.

Common Stock

Voting Rights

Each holder of the Company’s Common Stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. There shall be no cumulative voting rights in the elections of directors.

Dividend Rights

Subject to any preferential rights of preferred stock, the holders of shares of common stock shall be entitled to receive, when and if declared by the Board of Directors, out of the assets of the corporation which are by law available therefore, dividends payable either in cash, in property, or in shares of common stock. The Company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Preferred Stock

The Series A Preferred Stock shall not be convertible into common stock of the Company. The outstanding shares of Series A Preferred Stock shall be entitled to the number of votes, collectively, which shall be equal to 70% of the total number of votes that may be cast (including the votes of the issued and outstanding common stock as well as any voting preferred stock) at the time of such vote, at each meeting (or by written consent) of shareholders of the Company for their action or consideration, including the election of directors. The Company shall not amend, alter or repeal the Series A Preferred Stock, special rights or other powers of the Series A Preferred Stock so as to affect adversely the Series A Preferred Stock, without written consent or affirmation vote of the holders of at least a majority of the then outstanding aggregate number of shares of such adversely affected Series A Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class. Our Chief Executive Officer owns all outstanding shares of Series A Preferred Stock.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following sets forth information regarding the beneficial ownership of our voting shares by:

●

each person who is known to be the beneficial owner of more than 5% of our voting shares;

●

each of our executive officers and directors; and

●

all of our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days, provided that any person who acquires any such right with the purpose or effect of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having such purpose or effect, immediately upon such acquisition shall be deemed to be the beneficial owner of the securities which may be acquired through the exercise of such right. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of voting shares beneficially owned by them. To our knowledge, none of our shares of Common Stock beneficially owned by any executive officer or director have been pledged as security.

	Common Stock		Series A Preferred
Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percentage of Class	Amount and Nature of Beneficial Ownership(1)	Percentage of Class	Total Voting Power
Paul Riss(2)	11,852,431	10.1%	1,000,000	100%	73.1%
All officers and directors as a group (1 person)	11,852,431	10.1%	1,000,000	100%	73.1%
Cesar Herrera(3)(4)	12,308,401	10.5%	--	--	3.2%

_________________________________________

	(1)	Ownership is of record and beneficial unless otherwise noted.
	(2)	800 Westchester Ave., Suite 641N, Rye Brook, NY 10573
	(3)	14143 Denver W Parkway, Suite 100, Lakewood, CO 80401
	(4)	Shares attributed to Mr. Herrera include 11,308,401 owned of record by KRTL Holding Group, Inc., of which Mr. Herrera is the Chief Executive Officer.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Cesar Herrera, the Chief Executive Officer of KRTL Holding Group, Inc. (“KRTL”), beneficially owns 10.5% of the Company’s Common Stock. However, his voting power is limited to 3.2% of the voting shares because our Chief Executive Officer, Paul Riss, holds 1 million shares of Series A Preferred Stock, which gives him 70% of the vote.

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PLAN OF DISTRIBUTION

The Company is offering up to 40,000,000 shares of Common Stock on a “best efforts” basis.  The price per share is $0.10 per share of Common Stock. The minimum subscription is $200.00, or 2,000 shares.

The Company intends to market the Common Stock in this offering through both online and offline means. Online marketing may take the form of contacting potential investors through electronic media and posting our offering circular or “testing the waters” materials on an online investment platform. This offering circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the Company’s website www.fortunenickelandgold.com on a landing page that relates to the offering.

The offering will terminate at the earliest of the date at which the maximum offering amount has been sold, one year from the date upon which the Commission qualifies the offering statement of which this offering circular forms a part and the date at which the offering is earlier terminated by the Company, in its sole discretion.

The Company intends to complete multiple closings in this offering. After each closing, funds tendered by investors will be available to the Company.

Offering Expenses

We are responsible for all offering fees and expenses, including the following: (i) fees and disbursements of our legal counsel, accountants, and other professionals we engage; (ii) fees and expenses incurred in the production of offering documents, including design, printing, photograph, and written material procurement costs; (iii) all filing fees, including those charged by FINRA; and (iv) all of the legal fees related to FINRA clearance. Fees include payments for hosting a webpage that accepts subscription agreements and payments from individual investors.  If an investor is using an ACH or credit card to pay, the use of proceeds would include the amount of the credit card processing fees for the offering, and the company will be responsible at closing to issue the investor the full amount of their subscription but will receive an amount net of these fees available for the Company’s business.  If a subscriber is rejected, their full investment would need to be returned, and the company would absorb the fees incurred if they used ACH or a credit card to purchase the Company’s Common Stock.