Atlas Lithium Corp 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from ____________ to ____________ Commission File Number 000-55191 Brazil Minerals, Inc. (Exact name of registrant as specified in its charter) Nevada 39-2078861 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) Rua Bahia, 2463 , Suite 205 Belo Horizonte , Minas Gerais 30.160-012 Brazil (Address of principal executive offices) (833) 661-7900 (Registrant’s telephone number, including area code) Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Securities registered pursuant to Section 12(b) of the Act: Title of each class Ticker symbol(s) Name of each exchange on which registered Common Stock BMIX OTCQB Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ APPLICABLE ONLY TO CORPORATE ISSUERS As of August 12, 2022, the registrant had 3,498,653,537 shares of common stock, par value $0.001 per share, issued and outstanding. TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 F-1 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2021 and 2022 (Unaudited) F-2 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021 and 2022 (Unaudited) F-3 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2022 (Unaudited) F-5 Notes to the Condensed Consolidated Financial Statements (Unaudited) F-6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 3 Item 3. Quantitative and Qualitative Disclosures About Market Risk 6 Item 4. Controls and Procedures. 6 PART II - OTHER INFORMATION Item 6. Exhibits 8 Signatures 9 Exhibits/Certifications 2 Table of Contents PART I - FINANCIAL INFORMATION Item 1 FINANCIAL STATEMENTS BRAZIL MINERALS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 2022 and December 31, 2021 June 30, 2022 December 31, 2021 ASSETS Current assets: Cash and cash equivalents $ 393,864 $ 22,776 Accounts receivable 410 1,401 Taxes recoverable 17,586 16,507 Prepaid expenses 463 - Deposits and advances 21,775 17,246 Total current assets 434,098 57,930 Property and equipment, net 67,306 53,827 Intangible assets, net 1,508,801 1,302,440 Equity investments 150,000 150,000 Total assets $ 2,160,205 $ 1,564,197 LIABILITIES AND STOCKHOLDERS’ EQUITY ( DEFICIT) Current liabilities: Accounts payable and accrued expenses $ 837,875 $ 988,238 Related party notes and other payables 9,317 10,167 Total current liabilities 847,192 998,405 Other noncurrent liabilities 115,421 108,926 Total liabilities 962,613 1,107,331 Stockholders’ deficit: Series A preferred stock, $ 0.001 par value. 10,000,000 shares authorized; 1 share issued and outstanding as of June 30, 2022 and December 31, 2021 1 1 Series D preferred stock, $ 0.001 par value. 1,000,000 shares authorized; 214,006 shares issued and outstanding as of June 30, 2022 and December 31, 2021 214 214 Preferred stock Common stock, $ 0.001 par value. 4,000,000,000 and 3,250,000,000 shares authorized as of June 30 2022 and December 31, 2021, respectively; 3,385,151,300 and 3,109,178,852 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively 3,385,151 3,109,179 Additional paid-in capital 53,219,553 51,466,376 Accumulated other comprehensive loss ( 651,022 ) ( 712,810 ) Accumulated deficit ( 56,359,935 ) ( 54,957,429 ) Total stockholders’ deficit ( 406,038 ) ( 1,094,469 ) Non-controlling interest 1,603,630 1,551,335 Total stockholders’ equity 1,197,592 456,866 Total liabilities and stockholders’ equity $ 2,160,205 $ 1,564,197 The accompanying notes are an integral part of the condensed consolidated financial statements. F- 1 Table of Contents BRAZIL MINERALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) For the Three and Six Months Ended June 30, 2022 and 2021 2022 2021 2022 2021 Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Revenue 2,367 1,645 2,844 6,104 Cost of revenue 26,343 24,105 36,198 47,094 Gross loss ( 23,976 ) ( 22,460 ) ( 33,354 ) ( 40,990 ) Operating expenses Professional fees 24,180 19,506 144,021 101,797 General and administrative 400,926 260,106 622,391 533,157 Compensation and related costs 288,597 134,961 386,589 180,469 Stock based compensation 255,170 325,967 643,189 1,037,413 Other operating expenses 20,421 - 20,421 - Total operating expenses 989,294 740,540 1,816,611 1,852,836 Loss from operations ( 1,013,270 ) ( 763,000 ) ( 1,849,965 ) ( 1,893,826 ) Other expense (income) Interest on promissory notes - 96,493 - 161,243 Amortization of debt discounts and other fees - 1,834 - 1,834 Extinguishment of debt - 224,812 - 224,812 Other expense (income) ( 14 ) ( 7 ) ( 1,966 ) ( 215 ) Total other expense ( 14 ) 323,132 ( 1,966 ) 387,674 Loss before provision for income taxes ( 1,013,256 ) ( 1,086,132 ) ( 1,847,999 ) ( 2,281,500 ) Provision for income taxes - - - - Net loss ( 1,013,256 ) ( 1,086,132 ) ( 1,847,999 ) ( 2,281,500 ) Loss attributable to non-controlling interest ( 142,240 ) ( 259,458 ) ( 445,493 ) ( 738,804 ) Net loss attributable to stockholders ( 871,016 ) ( 826,674 ) $ ( 1,402,506 ) $ ( 1,542,696 ) Basic and diluted loss per share Net loss per share attributable to common stockholders $ - $ - $ - $ - Weighted-average number of common shares outstanding: Basic and diluted 3,325,443,461 2,513,196,303 3,325,443,461 2,513,196,303 Comprehensive loss: Net loss $ ( 1,013,256 ) $ ( 1,086,132 ) $ ( 1,847,999 ) $ ( 2,281,500 ) Foreign currency translation adjustment 249,649 55,071 306,464 18,704 Comprehensive loss ( 763,607 ) ( 1,031,061 ) ( 1,541,535 ) ( 2,262,796 ) Comprehensive loss attributable to noncontrolling interests 107,924 ( 302,335 ) ( 200,817 ) ( 754,803 ) Comprehensive loss attributable to stockholders $ ( 871,531 ) $ ( 728,726 ) $ ( 1,340,718 ) $ ( 1,507,993 ) The accompanying notes are an integral part of the condensed consolidated financial statements. F- 2 Table of Contents BRAZIL MINERALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) For the Three Months Ended June 30, 2022 and 2021 Shares Value Shares Value Shares Value Capital Loss Deficit Interests (Deficit) Series A Preferred Stock Series D Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Noncontrolling Total Stockholders’ Equity Shares Value Shares Value Shares Value Capital Loss Deficit Interests (Deficit) Balance, March 31, 2021 1 $ 1 - $ - 2,552,577,359 $ 2,552,577 $ 48,553,298 $ ( 838,358 ) $ ( 52,901,093 ) $ 1,724,262 $ ( 909,313 ) Issuance of common stock in connection with sales made under private offerings - - - - 69,591,306 69,592 330,558 - - - 400,150 Issuance of common stock in connection with the exercise of common stock options - - - - 181,378,183 181,378 ( 106,378 ) - - 68,750 143,750 Issuance of common stock warrants in connection with the issuance of convertible notes - - - - - - 356,827 - - - 356,827 Conversion of convertible notes and accrued interest payable into common stock - - - - 122,246,479 122,246 471,778 - - - 594,024 Stock based compensation - - - - - - 325,967 - - - 325,967 Change in foreign currency translation - - - - - - - 97,948 - ( 42,877 ) 55,071 Net loss - - - - - - - - ( 826,674 ) ( 259,458 ) ( 1,086,132 ) Balance, June 30, 2021 1 $ 1 - $ - 2,925,793,327 $ 2,925,793 $ 49,932,050 $ ( 740,410 ) $ ( 53,727,767 ) $ 1,490,677 $ ( 119,656 ) Shares Value Shares Value Shares Value Capital Loss Deficit Interests (Deficit) Series A Preferred Stock Series D Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Noncontrolling Total Stockholders’ Equity Shares Value Shares Value Shares Value Capital Loss Deficit Interests (Deficit) Balance, March 31, 2022 1 $ 1 214,006 $ 214 3,199,478,004 $ 3,199,478 $ 52,162,095 $ ( 460,316 ) $ ( 55,488,919 ) $ 1,395,111 $ 807,664 Issuance of common stock in connection with sales made under private offerings - - - - 185,673,296 185,673 802,288 - - - 987,961 Stock based compensation - - - - - - 255,170 - - ( 80,865 ) 174,305 Change in foreign currency translation - - - - - - - ( 190,706 ) - 131,624 ( 59,082 ) Sale of Jupiter Gold common stock in connection with equity offerings - - - - - - - - - - - Sale of Apollo Resources common stock in connection with equity offerings - - - - - - - - - 300,000 300,000 Net loss - - - - - - - - ( 871,016 ) ( 142,240 ) ( 1,013,256 ) Balance, June 30, 2022 1 $ 1 214,006 $ 214 3,385,151,300 $ 3,385,151 $ 53,219,553 $ ( 651,022 ) $ ( 56,359,935 ) $ 1,603,630 $ 1,197,592 The accompanying notes are an integral part of the condensed consolidated financial statements. F- 3 Table of Contents BRAZIL MINERALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) For the Six Months Ended June 30, 2022 and 2021 Shares Value Shares Value Shares Value Capital Loss Deficit Interests (Deficit) Series A Preferred Stock Series D Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Noncontrolling Total Stockholders’ Equity Shares Value Shares Value Shares Value Capital Loss Deficit Interests (Deficit) Balance, December 31, 2020 1 $ 1 - $ - 1,997,930,297 $ 1,997,930 $ 47,489,116 $ ( 775,113 ) $ ( 52,185,071 ) $ 1,976,885 $ ( 1,496,252 ) Issuance of common stock in connection with sales made under private offerings - - - - 110,132,972 110,133 556,517 - - - 666,650 Issuance of common stock in connection with sales made under private offerings - - - - 313,053,865 313,054 ( 238,054 ) - - 68,750 143,750 Issuance of common stock in exchange for consulting, professional and other services - - - - - - - - - 31,845 31,845 Issuance of common stock warrants in connection with the issuance of convertible notes - - - - - - 356,827 - - - 356,827 Conversion of convertible notes and accrued interest payable into common stock - - - - 504,676,193 504,676 730,231 - - - 1,234,907 Stock based compensation - - - - - - 1,037,413 - - - 1,037,413 Change in foreign currency translation - - - - - - - 34,703 - ( 15,999 ) 18,704 Sale of Jupiter Gold common stock in connection with equity offerings - - - - - - - - - 118,000 118,000 Sale of Apollo Resources common stock in connection with equity offerings - - - - - - - - - 50,000 50,000 Net loss - - - - - - - - ( 1,542,696 ) ( 738,804 ) ( 2,281,500 ) Balance, June 30, 2021 1 $ 1 - $ - 2,925,793,327 $ 2,925,793 $ 49,932,050 $ ( 740,410 ) $ ( 53,727,767 ) $ 1,490,677 $ ( 119,656 ) Shares Value Shares Value Shares Value Capital Loss Deficit Interests (Deficit) Series A Preferred Stock Series D Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Noncontrolling Total Stockholders’ Equity Shares Value Shares Value Shares Value Capital Loss Deficit Interests (Deficit) Balance, December 31, 2021 1 $ 1 214,006 $ 214 3,109,178,852 $ 3,109,179 $ 51,466,376 $ ( 712,810 ) $ ( 54,957,429 ) $ 1,551,335 $ 456,866 Issuance of common stock in connection with sales made under private offerings - - - - 275,972,448 275,972 1,109,988 - - - 1,385,960 Stock based compensation - - - - - - 643,189 - - ( 271,888 ) 371,301 Change in foreign currency translation - - - - - - - 61,788 - 244,676 306,464 Sale of Apollo Resources common stock in connection with equity offerings - - - - - - - - - 525,000 525,000 Net loss - - - - - - - - ( 1,402,506 ) ( 445,493 ) ( 1,847,999 ) Balance, June 30, 2022 1 $ 1 214,006 $ 214 3,385,151,300 $ 3,385,151 $ 53,219,553 $ ( 651,022 ) $ ( 56,359,935 ) $ 1,603,630 $ 1,197,592 The accompanying notes are an integral part of the condensed consolidated financial statements. F- 4 Table of Contents BRAZIL MINERALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Months Ended June 30, 2022 and 2021 2022 2021 Six months ended June 30 2022 2021 Cash flows from operating activities of continuing operations: Net loss $ ( 1,847,999 ) ( 2,281,500 ) Adjustments to reconcile net loss to cash used in operating activities: Stock based compensation and services 643,189 1,069,258 Amortization of debt discounts - 1,834 Common stock issued in satisfaction of other financing costs - 91,996 Convertible debt issued in satisfaction of other financing costs - 37,212 Loss on extinguishment of debt - 224,812 Depreciation and amortization 27,323 23,608 Changes in operating assets and liabilities: Accounts receivable 991 18,687 Taxes recoverable ( 1,079 ) - Prepaid expenses ( 479 ) - Deposits and advances ( 4,529 ) ( 1,611 ) Accounts payable and accrued expenses ( 151,213 ) 718,461 Other noncurrent liabilities 6,495 ( 1,157 ) Net cash used in operating activities ( 1,327,301 ) ( 98,400 ) Cash flows from investing activities: Acquisition of capital assets ( 40,802 ) - Increase in intangible assets ( 206,361 ) ( 957,978 ) Net cash used in investing activities ( 247,163 ) ( 957,978 ) Cash flows from financing activities: Loan from officer - 5,720 Net proceeds from sale of common stock 1,385,960 741,650 Proceeds from sale of subsidiary common stock to noncontrolling interests 525,000 236,750 Proceeds from convertible notes payable - 399,000 Repayment of convertible notes payable - ( 270,000 ) Repayment of loans payable - ( 235,308 ) Net cash provided by financing activities 1,910,960 872,812 Effect of exchange rates on cash and cash equivalents 34,592 ( 9,164 ) Net increase (decrease) in cash and cash equivalents 371,088 ( 191,510 ) Cash and cash equivalents at beginning of period 22,776 253,598 Cash and cash equivalents at end of period $ 393,864 $ 62,088 Supplemental disclosure of non-cash investing and financing activities: Shares issued in connection with conversion of debt and accrued interest $ - $ 1,234,906 Common stock warrants issued in connection with convertible promissory notes $ - $ 40,019 The accompanying notes are an integral part of the condensed consolidated financial statements. F- 5 Table of Contents BRAZIL MINERALS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business Brazil Minerals, Inc. (“Brazil Minerals” or the “Company”) was incorporated as Flux Technologies, Corp. under the laws of the State of Nevada, U.S. on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration. Brazil Minerals, through subsidiaries, owns mineral rights in Brazil for lithium, nickel, rare earths, titanium, graphite, gold, diamonds, and sand, and through subsidiaries, iron, gold and quartzite. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”) and are expressed in United States dollars. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2022, and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2022 and 2021, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2022. The condensed consolidated financial statements include the accounts of the Company; its 99.99 % owned subsidiary, BMIX Participações Ltda. (“BMIXP”), which includes the accounts of BMIXP’s wholly-owned subsidiary, Mineração Duas Barras Ltda. (“MDB”), and BMIXP’s 50 % owned subsidiary, RST Recursos Minerais Ltda. (“RST”); its 99.99 % owned subsidiary, Hercules Resources Corporation (“HRC”), which includes the accounts of HRC’s wholly-owned subsidiary, Hercules Brasil Comercio e Transportes Ltda. (“Hercules Brasil”); its 44.41 % equity interest in Apollo Resources Corporation (“Apollo Resources”) and its subsidiary Mineração Apollo, Ltda.; and its 24.56 % equity interest in Jupiter Gold Corporation (“Jupiter Gold”), which includes the accounts of Jupiter Gold’s wholly-owned subsidiary, Mineração Jupiter Ltda. The Company has concluded that Apollo Resources, Jupiter Gold and their subsidiaries are variable interest entities (“VIE”) in accordance with applicable accounting standards and guidance. As such, the accounts and results of Apollo Resources, Jupiter Gold and their subsidiaries have been included in the Company’s condensed consolidated financial statements. All material intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from those estimates. F- 6 Table of Contents BRAZIL MINERALS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Going Concern The condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has limited working capital, has incurred losses in each of the past two years, and has not yet received material revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company generating cash from its operations, the sale of its stock and/or obtaining debt financing. Historically, the Company has funded its operations primarily through the issuance of debt and equity securities. Management’s plan to fund its capital requirements and ongoing operations include the sale of of common stock in the Company, and, over time, generation of revenue from its mining operations and projects. Management’s secondary plan to cover any shortfall is selling common stock in Apollo Resources or Jupiter Gold that it owns. There can be no assurance the Company will be successful in these efforts. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below: In February 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ ASU”) 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its consolidated financial statements. F- 7 Table of Contents BRAZIL MINERALS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS Property and Equipment The following table sets forth the components of the Company’s property and equipment at June 30, 2022 and December 31, 2021: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2022 December 31, 2021 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Computers and office equipment $ 3,880 $ ( 2,980 ) $ 400 $ 3,880 $ ( 2,778 ) $ 1,063 Machinery and equipment 371,954 ( 305,048 ) 66,906 334,253 ( 281,489 ) 52,764 Vehicles 123,032 ( 123,032 ) - 118,653 ( 118,653 ) - Total fixed assets $ 498,366 $ ( 431,060 ) $ 67,306 $ 456,747 $ ( 402,920 ) $ 53,827 For the three and six months ended June 30, 2022, the Company recorded depreciation expense of $ 13,661 and $ 27,323 , respectively, and for the three and six months ended June 30, 2021, the Company recorded depreciation expense of $ 11,518 and $ 23,608 , respectively. Intangible Assets Intangible assets consisting of mining rights are not amortized as the mining rights are perpetual. The carrying value was $ 1,508,801 and $ 1,302,440 at June 30, 2022 and December 31, 2021, respectively. Equity Investments without Readily Determinable Fair Values On October 2, 2017, the Company entered into an exchange agreement whereby it issued 25,000,000 shares of its common stock in exchange for 500,000 shares of Ares Resources Corporation. The Company’s chief executive officer also serves as an officer of Ares Resources Corporation, thus making it a related party under common ownership and control. The shares were recorded at $ 150,000 , or $ 0.006 per share. The shares were valued based upon the lowest market price of the Company’s common stock on the date of the agreement. On March 11, 2020, the Company issued 53,947,368 shares of common stock to Lancaster Brazil Fund pursuant to an addendum to the share exchange agreement dated September 28, 2018. The Company recorded a loss on exchange of equity with a related party of $ 76,926 representing the fair value of the additional shares of common stock issued. Under ASC 321-10, the Company elected to use a measurement alternative for its equity investment that does not have a readily determinable fair value. As such, the Company measured its investment at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The Company owns less than 5 % of the total shares outstanding of Ares Resources Corporation. F- 8 Table of Contents BRAZIL MINERALS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED) Accounts Payable and Accrued Liabilities SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, 2022 December 31, 2021 Accounts payable and other accruals $ 342,847 $ 310,047 Mineral rights payable 495,028 672,601 Accrued interest - 5,590 Total $ 837,875 $ 988,238 NOTE 3 – OTHER NONCURRENT LIABILITIES Other noncurrent liabilities are comprised solely of social contributions and other employee-related costs at operating subsidiaries located in Brazil. The Company has been funding these amounts upon the termination of a worker or employee. The balance of these employee related costs as of June 30, 2022 and December 31, 2021 amounted to $ 115,421 and $ 108,926 , respectively. NOTE 4 – STOCKHOLDERS’ EQUITY Authorized and Amendments As of June 30, 2022, the Company had 4,000,000,000 shares of common stock authorized with a par value of $ 0.001 per share. F- 9 Table of Contents BRAZIL MINERALS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Series A Preferred Stock On December 18, 2012, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (“Series A Stock”) to designate one share of a new series of preferred stock. The Certificate of Designations, Preferences and Rights of the Series A Stock provides that for so long as Series A Stock is issued and outstanding, the holders of Series A Stock shall vote together as a single class with the holders of the Company’s Common Stock, whereby the holders of Series A Stock is entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Stock then outstanding, and the holders of Common Stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. Six Months Ended June 30, 2022 Transactions During the six months ended June 30, 2022, the Company issued 275,972,448 shares of common stock for gross proceeds of $ 1,385,960 pursuant to subscription agreements with accredited investors. Six Months Ended June 30, 2021 Transactions During the six months ended June 30, 2021, the Company issued 110,132,972 shares of common stock for gross proceeds of $ 666,650 pursuant to subscription agreements with accredited investors. Additionally, the Company issued 504,676,193 shares of common stock upon conversion of $ 1,234,906 in convertible notes payable and accrued interest. Lastly, during the six months ended June 30, 2021, the Company issued 313,053,865 shares of common stock for net proceeds of $ 143,750 upon the exercise of 334,385,769 warrants. Common Stock Options During the six months ended June 30, 2022, the Company granted options to purchase an aggregate of 187,276,311 shares of common stock to officers and non-management directors. The options were valued at $ 371,301 in total. The options were valued using the Black-Scholes option pricing model with the following average assumptions: the stock price on the date of the grant ranged from $ 0.05 to $ 0.01 , expected dividend yield of 0.0 %, historical volatility calculated between 79.0 % and 210 %, risk-free interest rate ranging between 0.9 % and 2.85 %, and an expected term of ten years . As of June 30, 2022, the Company has 403,771,662 outstanding common stock options and warrants, with an average exercise price of $ 0.0111 , an average time to expiration of 1.72 years and an aggregated intrinsic value of $ 4,447,624 . F- 10 Table of Contents BRAZIL MINERALS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases office space in the U.S. for approximately $ 3,833 on a month-to-month basis. The Company also leases office space in Brazil. Such costs are immaterial to the condensed consolidated financial statements. NOTE 6 - RELATED PARTY TRANSACTIONS Jupiter Gold Corporation During the six months ended June 30, 2022, Jupiter Gold granted options to purchase an aggregate of 210,000 shares of its common stock to Marc Fogassa at prices ranging between $ 0.01 to $ 1.00 per share. The options were valued at $ 51,967 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the grant which ranged from $ 0.8 to $ 1.00 , expected dividend yield of 0 %, historical volatility calculated at 225 %, risk-free interest rate between a range of 1.59 % to 2.85 %, and an expected term between five and ten years . Apollo Resource Corporation During the six months ended June 30, 2022, Apollo Resources granted options to purchase an aggregate of 180,000 shares of its common stock to Marc Fogassa at a price of $ 1.22 per share. The options were valued at $ 219,921 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the grant which ranged from $ 1.25 to $ 5.00 , expected dividend yield of 0 %, historical volatility calculated at 71 %, risk-free interest rate between a range of 1.59 % to 2.85 %, and an expected term between five and ten years F- 11 Table of Contents BRAZIL MINERALS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 – RISKS AND UNCERTAINTIES Currency Risk The Company operates primarily in Brazil which exposes it to currency risks. The Company’s business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the entity. Changes in exchange rates from the time the activity occurs to the time payments are made may result in the Company receiving either more or less in local currency than the local currency equivalent at the time of the original activity. The Company’s condensed consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the consolidated financial statements. The Company’s foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income statement accounts are translated at average exchange rates for the period; (b) balance sheet asset and liability accounts are translated at end of period exchange rates; and (c) equity accounts are translated at historical exchange rates. Translation in this manner affects the shareholders’ equity account referred to as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement. NOTE 8 - SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to June 30, 2022 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. F- 12 Table of Contents Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report. This Quarterly Report contains forward-looking statements. Forward-looking statements for Brazil Minerals, Inc. reflect current expectations, as of the date of this Quarterly Report, and involve certain risks and uncertainties. Actual results could differ materially from those anticipated in these forward- looking statements as a result of various factors. Factors that could cause future results to materially differ from the recent results or those projected in forward-looking statements include: unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production; market fluctuations; government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection; competition; the loss of services of key personnel; unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of infrastructure as well as general economic conditions. Description of Business We are a U.S. 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. All 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 62,926 acres (255 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. Currently 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 48 mineral rights spread over 46,659 acres (190 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. We also own 44.41% of the shares of common stock 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 a quartzite mine, and whose shares of common stock are quoted on the OTCQB under the symbol “JUPGF”. The results of operations from both Apollo Resources and Jupiter Gold are consolidated in our financial statements under U.S. GAAP. 3 Table of Contents As 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. Separately, many of our work needs have been specifically delegated to firms owned or managed by women and minorities. We are an expl oration stage company and we have no “reserves” as such term is defined by Regulation S-K, Subpart 1300 (“S-K 1300”). Operational Update During the second quarter of 2022 and continuing to date, we have significantly advanced our knowledge of the Neves Area, one of the 48 mineral rights that comprise our Minas Gerais Lithium Project. We have continuously drilled the Neves Area and have identified several spodumene bodies; spodumene is the main mineral containing lithium in hard rock pegmatitic projects such as ours. One of our latest drill holes yielded a zone of over 27 meters of spodumene, a result that our lithium experts qualified as very positive and indicative of the potential of the Neves Area. Geochemical results from Neves have included a reading of 2.86% Li 2 O. We have two qualified persons under S-K 1300 who are responsible for the technical advancement of our Minas Gerais Lithium Project. SLR Consulting Ltd., a premier independent company, is finalizing an initial report on the Neves Area. Given our belief in the strength of our lithium holdings, and our desire to provide a clear message to our shareholders, and current and potential partners, we announced on July 18, 2022, that we will be changing our corporate name to Atlas Lithium Corporation, and such change is expected to take effect before the end of 2022. As previously disclosed, we are actively working towards a desired uplisting to the Nasdaq Capital Market, and this process includes various steps, some of which are completed while others are in the process of being completed during the third quarter of 2022. Results of Operations Three Months Ended June 30, 2022 Compared to the Three Months ended June 30, 2021 Revenue for the three months ended June 30, 2022 totaled $2,367, compared to revenue of $1,645 during the three months ended June 30, 2021 representing an increase of 44%. This revenue comes from sales of industrial sand during the rainy season. Industrial sand is a residual business line as we are primarily focused on our lithium exploration as described above. Cost of goods sold for the three months ended June 30, 2022 totaled $26,343, as compared to cost of goods sold of $24,105 during the three months ended June 30, 2021 representing a increase of 9%. Cost of goods sold is primarily comprised of labor, fuel, and repairs and maintenance on our mining equipment. Gross loss for the three months ended June 30, 2022 totaled $23,976, compared to gross loss of $22,460 during the three months ended June 30, 2021, representing an increase of 6.75%. Operating expenses for the three months ended June 30, 2022 totaled $989,294, compared to operating expenses of $740,540 during the three months ended June 30, 2021, representing an increase of 34%. The increase was mostly due to higher general and administrative expenses related to public company costs and higher compensation cost of officers and directors. As a result, we incurred a net loss attributable to our stockholders of $871,016, or $0.00 per share, for the three months ended June 30, 2022, compared to a net loss attributable to our stockholders of $826,674, or $0.00 per share, during the three months ended June 30, 2021. Six Months Ended June 30, 2022 Compared to the Six Months ended June 30, 2021 Revenue for the six months ended June 30, 2022 totaled $2,844, compared to revenue of $6,104 during the six months ended June 30, 2021 representing a decrease of 53%. This revenue comes from sales of industrial sand during the rainy season. Industrial sand is a residual business line as we are primarily focused on our lithium exploration as described above. Cost of goods sold for the six months ended June 30, 2022 totaled $36,198, as compared to cost of goods sold of $47,094 during the six months ended June 30, 2021 representing a decrease of 23%. Cost of goods sold is primarily comprised of labor, fuel, and repairs and maintenance on our mining equipment. The decrease is explained by reduced production activities and mining costs partially attributable to our exploratory efforts. Gross loss for the six months ended June 30, 2022 totaled $33,354, compared to gross loss of $40,990 during the six months ended June 30, 2021, representing an improvement of 19%. Operating expenses for the six months ended June 30, 2022 totaled $1,816,611, compared to operating expenses of $1,852,836 during the six months ended June 30, 2021, representing a decrease of 2%. As a result, we incurred a net loss attributable to our stockholders of $1,402,506, or $0.00 per share, for the six months ended June 30, 2022, compared to a net loss attributable to our stockholders of $1,542,696, or $0.00 per share, during the six months ended June 30, 2021. 4 Table of Contents Liquidity and Capital Resources As of June 30, 2022, we had cash and cash equivalents of $393,864 and a working capital deficit of $413,094. Net cash used by operating activities totaled $1,327,301 for the six months ended June 30, 2022, compared to net cash used of $98.400 during the six months ended June 30, 2021 representing an increase in cash used of $1,228,901. Net cash used in investing activities totaled $247,163 for the six months ended June 30, 2022, compared to net cash used of $957,978 during the six months ended June 30, 2021, representing a decrease in cash used of $710,815. Net cash provided by financing activities totaled $1,910,960 for the six months ended June 30, 2022, compared to $877,812 during the six months ended June 30, 2021, representing an increase in cash provided of $1,033,148. We have limited working capital, have historically incurred net operating losses, and have not yet received material revenues from the sale of products or services. These factors create substantial doubt about our ability to continue as a going concern. Our primary sources of liquidity have been derived through proceeds from the (i) issuance of debt and (ii) sales of our equity and the equity of one of our subsidiaries. Our ability to continue as a going concern is dependent upon our capability to generate cash flows from operations and successfully raise new capital through debt issuances and sales of our equity. We have no plans for any significant cash acquisitions in the foreseeable future. Currency Risk We operate primarily in Brazil which exposes us to currency risks. Our business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the entity. Changes in exchange rates from the time the activity occurs 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. Our condensed consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the consolidated financial statements. Our foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income statement accounts are translated at average exchange rates for the period; (b) balance sheet asset and liability accounts are translated at end of period exchange rates; and (c) equity accounts are translated at historical exchange rates. Translation in this manner affects the shareholders’ equity account referred to as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement. Off-Balance Sheet Arrangements We currently have no off-balance sheet arrangements. Critical Accounting Policies and Estimates Our financial instruments consist of cash and cash equivalents, loans to a related party, accrued expenses, and an amount due to a director. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in our financial statements. If our estimate of the fair value is incorrect at June 30, 2022, it could negatively affect our financial position and liquidity and could result in our having understated our net loss. 5 Table of Contents Recent Accounting Pronouncements Our consolidated financial statements are prepared in accordance with U.S. GAAP. 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. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Pursuant 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). Item 4. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the design, operation, and effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of June 30, 2022. On the basis of that evaluation, management concluded that our disclosure controls and procedures designed to provide reasonable assurance that the information required to be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure were effective. (b) Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control system is designed to provide reasonable assurance to management and to our Board of Directors regarding the preparation and fair presentation of published financial statements. Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on their evaluation under the framework in Internal Control—Integrated Framework (2013), they concluded that our internal control over financial reporting was effective as of June 30, 2022. (c) Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred in the quarter ended June 30, 2022 that materially affected, or would be reasonably likely to materially affect, our internal control over financial reporting. (d) Limitations of the Effectiveness of Internal Controls The effectiveness of our system of disclosure controls and procedures and internal control over financial reporting is subject to certain limitations, including the exercise of judgment in designing, implementing and evaluating the control system, the assumptions used in identifying the likelihood of future events, and the inability to eliminate fraud and misconduct completely. As a result, there can be no assurance that our disclosure controls and procedures and internal control over financial reporting will detect all errors or fraud. However, our control systems have been designed to provide reasonable assurance of achieving out objectives, and our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures and internal control over financial reporting are effective at the reasonable assurance level. 6 Table of Contents PART II OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None material. Item 1A. RISK FACTORS There have been no material changes in the risk factors applicable to us from those identified in the Annual Report on Form 10-K for the period ended December 31, 2021 filed with the Commission on March 29, 2022. Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the six months ended June 30, 2022, we received an aggregate of $1,385,960 in gross proceeds from the sale of shares of our unregistered common stock to eight investors and one director. All of the above securities were issued in accordance with an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) under Section 4(a)(2) of the Securities Act by virtue of being offered without employing any means of general solicitation and issued to purchasers which represented to us that they are accredited investors and that they were acquiring the securities for investment and could bear the economic risk of the investment. Item 3. DEFAULTS UPON SENIOR SECURITIES None Item 4. MINE SAFETY DISCLOSURES None Item 5. OTHER INFORMATION None 7 Table of Contents Item 6. EXHIBITS (a) Exhibits Exhibit Number Description 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 8 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BRAZIL MINERALS, INC. Signature Title Date /s/ Marc Fogassa Chief Executive Officer (Principal Executive Officer) August 12, 2022 Marc Fogassa /s/ Gustavo Pereira de Aguiar Chief Financial Officer (Principal Financial and Accounting Officer) August 12, 2022 Gustavo Pereira de Aguiar 9