What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-08-12 compared with 2022-05-13 · 101 added, 96 removed, 71 unchanged (74% of the section changed)

27 unchanged sentences

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.

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.

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

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 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 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.

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.

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 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

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.

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”).

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.

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.

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

Months Ended June 30, 2022 Compared to the Three Months ended June 30, 2021

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.

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.

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%.

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.

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,

Months Ended June 30, 2022 Compared to the Six Months ended June 30, 2021

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 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

and maintenance on our mining equipment.

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

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

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.

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

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%.

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,

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%.

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,

and Capital Resources

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%.

of June 30, 2022, we had cash and cash equivalents of $393,864 and a working capital deficit of $413,094.

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.

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

We have no plans for any significant cash acquisitions

in the foreseeable future.

operate primarily in Brazil which exposes us to currency risks.

2 unchanged sentences

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.

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 March

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.

1 unchanged sentence

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

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)), 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).

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