What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-05-13 compared with 2021-11-10 · 103 added, 80 removed, 64 unchanged (74% of the section changed)

19 unchanged sentences

as well as general economic conditions.

Minerals is an exploration company with projects in highly strategic minerals, such as lithium, rare earths, titanium, nickel, and cobalt.

We own approximately 60% of Apollo Resources Corporation, a company focused on exploration projects in iron, and which is advancing towards

operational licensing of its first revenue-producing iron mine.

We also own approximately 10% of Jupiter Gold Corporation, a company

primarily focused on exploration projects in gold, and which is advancing towards operational licensing of its first revenue-producing

quartzite mine.

mineral exploration and mining company with projects and properties in essentially all battery metals to power the Green Energy

Revolution – lithium, rare earths, nickel, cobalt, graphite, and titanium.

Our current focus is on developing our hard-rock lithium

project located in a premier pegmatitic district in Brazil – as lithium is essential for batteries in electric vehicles.

Additionally,

through subsidiaries, we participate in iron, gold, and quartzite projects.

We also own multiple mining concessions for gold, diamond,

and industrial sand.

of our mineral projects and properties are located in Brazil and, as of the date of this Report, our mineral rights portfolio

for battery metals includes approximately 60,077 acres (243 km 2 ) for lithium, 30,009 acres (121 km 2 ) for rare earths,

57,900 acres (234 km 2 ) for nickel, 22,050 acres (89 km 2 ) for

titanium, and 14,507 acres (59 km 2 ) for graphite.

We believe that we have one of the largest battery metals exploration

footprints among publicly listed companies.

we are primarily focused on advancing and developing

our hard-rock lithium project located in the state of Minas Gerais, Brazil, where some of our high-potential mineral rights are adjacent

to or near large lithium deposits that belong to a large, publicly traded competitor.

Our Minas Gerais Lithium Project is our largest

endeavor and consists of 44 mineral rights spread over 45,456 acres (184 km 2 ) and predominantly located within the Brazilian

Eastern Pegmatitic Province which has been surveyed by the Brazilian Geological Survey and is known for the presence of hard rock formations

known as pegmatites which contain lithium-bearing minerals such as spodumene and petalite.

In general, lithium derived from pegmatites

is less costly to purify for uses in high technology applications than lithium obtained from brine.

Such applications include the battery

supply chain for electric vehicles (“EVs”), an area of expected high growth for the next several decades.

also own 44.41% of the common shares of Apollo Resources Corporation, (“Apollo Resources”), a private company currently primarily

focused on the development of its initial iron mine, expected to start operations and revenues in early 2023.

We also own approximately

24.56% of Jupiter Gold Corporation (“Jupiter Gold”), a company focused on the development of gold projects and of a quartzite

mine, and whose common shares are quoted on the OTCQB under the symbol “JUPGF.” The quartzite mine is expected to start operations

and revenues in 2022.

The results of operations from both Apollo Resources and Jupiter Gold are consolidated in our financial statements

under accounting principles generally accepted in the United States (“U.S.

the self-titled “Mineral Resources Company for the Green Energy Revolution,” we are deeply committed to Environmental,

Social, and Corporate Governance (“ESG”) causes.

We have an ESG Chief who coordinates our efforts in these important matters.

Within the last few years, we planted more than 6,000 trees of diverse types for the benefit of local populations in areas in which we

operate and constructed over 1,000 small retention walls to preserve and enhance dirt access roads used by such communities.

many of our work needs have been specifically delegated to firms owned or managed by women and minorities.

are an exploration stage company and we have no “reserves” as such term is defined by Regulation

S-K, Subpart 1300 (“S-K 1300”).

the first quarter of 2022 and continuing to date, we have been primarily focused on the geological exploration and advancement

of one of our mineral rights within our Minas Gerais Lithium Project.

Within this one claim, our exploration team has

identified three distinct pegmatitic ore bodies with spodumene, a mineral which contains lithium.

Recent geochemical analysis of spodumene

samples from one drill hole included a reading of 2.86% Li 2 O.

qualified persons under S-K 1300 who are responsible for the technical advancement of the project.

the end of the first quarter of 2022, we increased the size of our nickel exploration footprint with the addition of another

11 mineral rights in the Brazilian state of Goiás.

March 16, 2022, we terminated the Consulting Services Agreement with Jason Baybutt, who served as our Chief Financial Officer, Principal Accounting Officer, and Treasurer from December 29, 2021 to March 16, 2022.

March 16, 2022, we appointed Gustavo Pereira de Aguiar as our Chief Financial Officer, Principal Accounting

Officer, and Treasurer.

From 2016 until March 15, 2022, Mr.

Aguiar was the Controller of Jaguar Mining, Inc., a Canadian publicly traded

company with two producing gold mines in the state of Minas Gerais in Brazil and current market capitalization of approximately $270

From 2013 to 2016, Mr.

Aguiar was Controller at Grupo Orguel, an enterprise in the construction equipment rental sector in Brazil

which received funding from Carlyle, a U.S.

private equity group, and from 2010 to 2013, Mr.

Aguiar worked at Mirabella Mineração ,

which at the time was developing its nickel project in the state of Bahia in Brazil.

From 2006 to 2010, Mr.

Aguiar was an auditor with

Deloitte in Brazil.

Aguiar has undergraduate degrees in Business Administration and in Accounting from Universidade FUMEC in Brazil.

He has an executive MBA and further post-graduate education in finance from Funda ção Dom

Cabral in Brazil.

Aguiar is fluent in Portuguese and English and is a licensed accountant in Brazil.

of Operations

Three Months Ended September 30, 2021 Compared to the Three Months ended September 30, 2020

for the three months ended September 30, 2021 totaled $2,984, compared to revenue of $10,688 during the three months ended September

30, 2020 representing a decrease of 72.1%.

This decreased is mostly explained by our decision to prioritize the exploration and development

of higher potential mineral rights.

We anticipate that revenues will begin to increase with the licensing of new high-quality areas

for production in future periods.

of goods sold for the three months ended September 30, 2021 totaled $27,382, as compared to cost of goods sold of $26,908 during the

three months ended September 30, 2020 representing an increase of 1.8%.

Cost of goods sold is primarily comprised of labor, fuel, and

repairs and maintenance on our mining equipment.

The increase is explained by increased production activities and mining costs partially

attributable to the Company’s exploratory efforts.

loss for the three months ended September 30, 2021 was $24,398, compared to gross loss of $16,220 during the three months ended

September 30, 2020 representing an increase in gross loss of 50.4%.

expenses for the three months ended September 30, 2021 totaled $707,335, compared to operating expenses of $303,411 during the three

months ended September 30, 2020 representing an increase of 133.1%.

The increase was mostly due to general and administrative expenses

related to public company costs and increased financing efforts, and stock-based compensation from issuances of stock options to officers

and directors.

expenses for the three months ended September 30, 2021 totaled $88,858, compared to other expenses of $52,967 during the three months

ended September 30, 2020 representing an increase of 67.8%.

The Company realized an increase in interest expense on promissory notes

due to the settlement during the period ended September 30, 2021.

Additionally, the Company recorded a $224,812 loss on the extinguishment

of debt related to common stock purchase warrants issued in a settlement with a noteholder during the three months ended September 30,

a result, we incurred a net loss attributable to our stockholders of $619,139, or $0.00 per share, for the three months ended September

30, 2021, compared to a net loss attributable to our stockholders of $271,203, or $0.00 per share, during the three months ended September

Nine Months Ended September 30, 2021 Compared to the Nine Months ended September 30, 2020

for the nine months ended September 30, 2021 totaled $9,088, compared to revenue of $22,254 during the nine months ended September 30,

2020 representing a decrease of 59.2%.

This decreased is mostly explained by our decision to prioritize the exploration and development

of higher potential mineral rights.

We anticipate that revenues will begin to increase with the licensing of new high-quality areas

for production in future periods.

of goods sold for the nine months ended September 30, 2021 totaled $74,476, as compared to cost of goods sold of $86,805 during the nine

months ended September 30, 2020 representing a decrease of 14.2%.

Three Months Ended March 31, 2022 Compared to the Three Months ended March 31, 2021

for the three months ended March 31, 2022 totaled $477, compared to revenue of $4,459 during the three months ended March 31, 2021 representing

a decrease of 89%.

This revenue comes from sales of industrial sand during the raining season.

Industrial sand is a residual business

line as the Company is primarily focused on its lithium exploration as described above.

of goods sold for the three months ended March 31, 2022 totaled $9,855, as compared to cost of goods sold of $22,989 during the three

months ended March 31, 2021 representing a decrease of 57.13%.

Cost of goods sold is primarily comprised of labor, fuel, and repairs

1 unchanged sentence

The decrease is explained by reduced production activities and mining costs partially attributable

to the Company’s exploratory efforts and the risks and uncertainties surrounding COVID-19.

loss for the nine months ended September 30, 2021 was $65,388, compared to gross loss of $64,551 during the nine months ended

September 30, 2020 representing an increase in gross loss of 1.3%.

expenses for the nine months ended September 30, 2021 totaled $2,560,171, compared to operating expenses of $857,514 during the nine

months ended September 30, 2020 representing an increase of 198.6%.

The increase was mostly due to general and administrative expenses

related to public company costs and increased financing efforts, and stock-based compensation from issuances of stock options to officers

and directors.

expenses for the nine months ended September 30, 2021 totaled $476,532, compared to other expenses of $458,139 during the nine months

ended September 30, 2020 representing an increase of 4.0%.

The Company’s interest expense on promissory notes decreased

due to reduced debt levels during the period ended September 30, 2021.

Additionally, the Company recorded a $224,812 loss on the

extinguishment of debt related to common stock purchase warrants issued in a settlement with a noteholder during the nine months ended

September 30, 2021, as compared to a $76,178 loss due to a fair market value adjustment provision included in a share exchange agreement

with a related party during the nine months ended September 30, 2020.

a result, we incurred a net loss attributable to our stockholders of $2,161,835, or $0.00 per share, for the nine months ended September

30, 2021, compared to a net loss attributable to our stockholders of $1,109,491, or $0.00 per share, during the nine months ended September

to our exploratory efforts.

loss for the three months ended March 31, 2022 totaled $9,378, compared to gross loss of $18,530 during the three months ended March

31, 2021, representing an improvement of 49.4%.

expenses for the three months ended March 31, 2022 totaled $827,317, compared to operating expenses of $1,112,296 during the three months

ended March 31, 2021, representing a decrease of 25.6%.

The decrease was mostly due to lower general and administrative

expenses related to public company costs and stock-based compensation from issuances of stock options to officers and directors.

a result, we incurred a net loss attributable to our stockholders of $531,490, or $0.00 per share, for the three months ended March 31,

2022, compared to a net loss attributable to our stockholders of $716,022, or $0.00 per share, during the three months ended March 31,

and Capital Resources

of September 30, 2021, we had cash and cash equivalents of $18,132 and a working capital deficit of $1,014,430.

cash used in operating activities totaled $1,201,277 for the nine months ended September 30, 2021, compared to net cash used of

$701,956 during the nine months ended September 30, 2020 representing an increase in cash used of $499,321 or 71.1%.

Net cash used in investing activities totaled $272,153 for the nine months ended September 30, 2021, compared to net cash

used of $12,728 during the nine months ended September 30, 2020 representing an increase in cash used of $259,425 or 2,038.2%.

Net cash provided by financing activities totaled $1,237,542 for the nine months ended September 30, 2021, compared to $833,884 during

the nine months ended September 30, 2020 representing an increase in cash provided of $434,045 or 52.1%.

of March 31, 2021, we had cash and cash equivalents of $54,230 and a working capital deficit of $822,917.

cash used by operating activities totaled $506,071 for the three months ended March 31, 2022, compared to net cash generation

of $488,711 during the three months ended March 31, 2021 representing a decrease in cash of $994,782 or 203.5%.

used in investing activities totaled $152,998 for the three months ended March 31, 2022, compared to net cash used of $939,927 during

the three months ended March 31, 2021, representing a decrease in cash used of $786,929 or 83.7%.

Net cash provided by financing

activities totaled $622,999 for the three months ended March 31, 2022, compared to $466,249 during the three months ended March

31, 2021, representing an increase in cash provided of $156,750 or 33.62%.

have limited working capital, have historically incurred net operating losses, and have not yet received material revenues from the sale

5 unchanged sentences

and successfully raise new capital through debt issuances and sales of our equity.

We believe that we will be successful in the execution

of our initiatives, but there can be no assurance.

We have no plans for any significant cash acquisitions in the foreseeable future.

3 unchanged sentences

Changes in exchange rates from the time the activity occurs

to the time payments are made may result in it receiving either more or less in local currency than the local currency equivalent at

the time of the original activity.

to the time payments are made may result in us receiving either more or less in local currency than the local currency equivalent

at the time of the original activity.

condensed consolidated financial statements are denominated in U.S.

21 unchanged sentences

prevailing market rates unless otherwise disclosed in our financial statements.

If our estimate of the fair value is incorrect at September

If our estimate of the fair value is incorrect at March

31, 2022, it could negatively affect our financial position and liquidity and could result in our having understated our net loss.

1 unchanged sentence

consolidated financial statements are prepared in accordance with U.S.

generally accepted accounting principles.

Our significant accounting

policies are described in Note 1 of the financial statements.

We have reviewed all recent accounting pronouncements issued to the date

of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on us.

Our significant accounting policies are described

in Note 1 of the financial statements.

We have reviewed all recent accounting pronouncements issued to the date of the issuance of these

financial statements, and we do not believe any of these pronouncements will have a material impact on us.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as

it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item as

we are a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis