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Item 1. Financial Statements

2022-11-01 compared with 2022-08-12 · 276 added, 259 removed, 233 unchanged (70% of the section changed)

1 FINANCIAL STATEMENTS

MINERALS, INC.

LITHIUM CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

30, 2022 and December 31, 2021

September 30,

Current assets:

Cash and cash

Cash and cash equivalents

Accounts receivable

1 unchanged sentence

Prepaid expenses

Deposits and advances

Total current assets

2 unchanged sentences

Equity investments

LIABILITIES AND STOCKHOLDERS’

EQUITY ( DEFICIT)

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable and accrued

party notes and other payables

Accounts payable and accrued expenses

Related party notes and other payables

Total current liabilities

4 unchanged sentences

10,000,000 shares authorized;

1 share issued and outstanding as of June 30, 2022 and December 31, 2021

Series D preferred stock,

$ 0.001 par value.

1 share issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

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

214,006 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Preferred stock

stock, $ 0.001

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

Common stock, $ 0.001 par value.

4,000,000,000 and 3,250,000,000 shares authorized;

3,654,524,113 and 3,109,178,852 shares as of September 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

Accumulated other comprehensive

Accumulated other comprehensive loss

Accumulated deficit

( 57,388,127 )

( 54,957,429 )

Total stockholders’ deficit

Total Atlas Lithium Corporation stockholders’ equity (deficit)

( 1,094,469 )

Non-controlling

stockholders’ equity

liabilities and stockholders’ equity

Non-controlling interest

Total stockholders’ equity

Total liabilities and stockholders’ equity

accompanying notes are an integral part of the condensed consolidated financial statements.

MINERALS, INC.

LITHIUM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

the Three and Six Months Ended June 30, 2022 and 2021

months ended June 30

the Three and Nine Months Ended September 30, 2022 and 2021

Three months ended September 30

Nine months ended September 30

Cost of revenue

2 unchanged sentences

General and administrative

Compensation and related

Compensation and related costs

Stock based compensation

operating expenses

Other operating expenses

Total operating expenses

Loss from operations

3 unchanged sentences

Other expense (income)

Interest on promissory

Amortization of debt discounts

and other fees

Interest on promissory notes

Amortization of debt discounts and other fees

Extinguishment of debt

expense (income)

other expense

Loss before provision for

( 1,013,256 )

Other expense (income)

Total other expense

Loss before provision for income taxes

( 1,270,010 )

1 unchanged sentence

( 3,102,091 )

Provision for income

Provision for income taxes

( 1,270,010 )

1 unchanged sentence

( 3,102,091 )

Loss attributable to non-controlling interest

Net loss attributable to Atlas Lithium Corporation stockholders

( 1,028,192 )

attributable to non-controlling interest

loss attributable to stockholders

$ ( 2,430,698 )

1 unchanged sentence

Basic and diluted loss per share

loss per share attributable to common stockholders

Net loss per share attributable to Atlas Lithium Corporation common stockholders

Weighted-average number of common shares outstanding:

9 unchanged sentences

$ ( 3,102,091 )

currency translation adjustment

Foreign currency translation adjustment

Comprehensive loss

2 unchanged sentences

( 3,076,593 )

Comprehensive

loss attributable to noncontrolling interests

Comprehensive

loss attributable to stockholders

Comprehensive loss attributable to noncontrolling interests

Comprehensive loss attributable to Atlas Lithium Corporation stockholders

$ ( 1,065,121 )

2 unchanged sentences

$ ( 2,136,143 )

accompanying notes are an integral part of the condensed consolidated financial statements.

MINERALS, INC.

The accompanying notes are

an integral part of the condensed consolidated financial statements.

LITHIUM CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

the Three Months Ended June 30, 2022 and 2021

A Preferred Stock

D Preferred Stock

Other Comprehensive

Noncontrolling

the Three Months Ended September 30, 2022 and 2021

Stockholders’

March 31, 2021

2,552,577,359

$ ( 838,358 )

Preferred Stock

Comprehensive

Noncontrolling

Balance, June 30, 2021

2,925,793,327

$ ( 740,410 )

of common stock in connection with sales made under private offerings

of common stock in connection with the exercise of common stock options

of common stock warrants in connection with the issuance of convertible

of convertible notes and accrued interest payable into common stock

based compensation

in foreign currency translation

$ ( 53,727,767 )

June 30, 2021

$ ( 119,656 )

Conversion of related party convertible notes and other indebtedness into

Series D preferred stock

Issuance of common stock in connection with the exercise of common stock

Issuance of common stock warrants in connection with the issuance of convertible

Conversion of convertible notes and accrued interest payable into

Issuance of common stock in exchange for consulting, professional and other

Stock based compensation

Change in foreign currency translation

of Apollo Resources common stock in connection with equity offerings

Balance, September 30, 2021

3,050,699,071

1 unchanged sentence

$ ( 54,346,906 )

A Preferred Stock

D Preferred Stock

Stockholders’

Preferred Stock

Comprehensive

Noncontrolling

Stockholders’

March 31, 2022

Balance, June 30, 2022

3,385,151,300

1 unchanged sentence

$ ( 56,359,935 )

of common stock in connection with sales made under private offerings

based compensation

in foreign currency translation

of Jupiter Gold common stock in connection with equity offerings

of Apollo Resources common stock in connection with equity offerings

Issuance of common stock in connection with sales made under private

Issuance of common stock in connection with purchase of mining rights

Stock based compensation

Change in foreign currency translation

Sale of Jupiter Gold common stock in connection with equity offerings

Sale of Apollo Resources common stock in connection with equity offerings

( 1,028,192 )

June 30, 2022

( 1,270,010 )

Balance, September 30, 2022

3,654,524,113

$ ( 687,951 )

$ ( 57,388,127 )

accompanying notes are an integral part of the condensed consolidated financial statements.

MINERALS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

the Six Months Ended June 30, 2022 and 2021

A Preferred Stock

D Preferred Stock

ATLAS LITHIUM CORPORATION

CONDENSED CONSOLIDATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

For the Nine Months Ended September 30, 2022 and

Stockholders’

Preferred Stock

Comprehensive

Noncontrolling

Stockholders’

December 31, 2020

Balance, December 31, 2020

1,997,930,297

2 unchanged sentences

$ ( 1,496,252 )

of common stock in connection with sales made under private offerings

of common stock in exchange for consulting, professional and other

of common stock warrants in connection with the issuance of convertible notes

of convertible notes and accrued interest payable into common stock

based compensation

in foreign currency translation

of Jupiter Gold common stock in connection with equity offerings

Conversion of related party convertible notes and other indebtedness into

Series D preferred stock

Issuance of common stock in connection with sales made under private offerings

Issuance of common stock in connection with the exercise of common stock

options and warrants

Issuance of common stock in exchange for consulting, professional and other

Issuance of common stock warrants in connection with the issuance of convertible

Conversion of convertible notes and accrued interest payable into common

Stock based compensation

Change in foreign currency translation

Sale of Jupiter Gold common stock in connection with equity offerings

of Apollo Resources common stock in connection with equity offerings

1 unchanged sentence

( 3,102,091 )

June 30, 2021

2,925,793,327

Balance, September 30, 2021

3,050,699,071

1 unchanged sentence

$ ( 54,346,906 )

A Preferred Stock

D Preferred Stock

Stockholders’

Preferred Stock

Comprehensive

Noncontrolling

Stockholders’ Equity

December 31, 2021

Balance, December 31, 2021

3,109,178,852

1 unchanged sentence

$ ( 54,957,429 )

of common stock in connection with sales made under private offerings

based compensation

in foreign currency translation

of Apollo Resources common stock in connection with equity offerings

Issuance of common stock in connection with sales made under private offerings

Issuance of common stock in connection with purchase of mining rights

Stock based compensation

Change in foreign currency translation

Sale of Jupiter Gold common stock in connection with equity offerings

Sale of Apollo Resources common stock in connection with equity offerings

( 2,430,698 )

( 3,118,009 )

June 30, 2022

Balance, September 30, 2022

3,654,524,113

2 unchanged sentences

accompanying notes are an integral part of the condensed consolidated financial statements.

MINERALS, INC.

LITHIUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

the Six Months Ended June 30, 2022 and 2021

months ended June 30

Cash flows from operating activities of continuing

the Nine Months Ended September 30, 2022 and 2021

Nine months ended September 30

Cash flows from operating activities of continuing operations:

$ ( 3,118,009 )

( 3,102,091 )

Adjustments to reconcile

net loss to cash used in operating activities:

Stock based compensation

Adjustments to reconcile net loss to cash used in operating activities:

Stock based compensation and services

Amortization of debt discounts

Common stock issued in

satisfaction of other financing costs

Convertible debt issued

in satisfaction of other financing costs

Loss on extinguishment

Common stock issued in satisfaction of other financing costs

Convertible debt issued in satisfaction of other financing costs

Preferred stock issued in satisfaction of interest and other financing costs

Loss on extinguishment of debt

Depreciation and amortization

Changes in operating assets

and liabilities:

Changes in operating assets and liabilities:

Accounts receivable

Taxes recoverable

Prepaid expenses

Deposits and advances

Accounts payable and accrued

noncurrent liabilities

cash used in operating activities

Accounts payable and accrued expenses

Other noncurrent liabilities

Net cash used in operating activities

( 1,201,277 )

Cash flows from investing activities:

Acquisition of capital

in intangible assets

cash used in investing activities

Acquisition of capital assets

Increase in intangible assets

( 2,526,836 )

Net cash used in investing activities

( 2,573,826 )

Cash flows from financing activities:

Loan from officer

Net proceeds from sale

of common stock

Proceeds from sale of subsidiary

common stock to noncontrolling interests

Proceeds from convertible

notes payable

Repayment of convertible

notes payable

of loans payable

cash provided by financing activities

Effect of exchange rates

on cash and cash equivalents

Net proceeds from sale of common stock

Proceeds from sale of subsidiary common stock to noncontrolling interests

Proceeds from convertible notes payable

Repayment of loans payable

Net cash provided by financing activities

Effect of exchange rates on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of period

Supplemental disclosure of non-cash investing

and financing activities:

Shares issued in connection

with conversion of debt and accrued interest

Common stock warrants issued

in connection with convertible promissory notes

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosure of non-cash investing and financing activities:

Related party convertible note payable exchanged for stock

Shares issued in connection with conversion of debt and accrued interest

Common stock warrants issued in connection with convertible promissory notes

accompanying notes are an integral part of the condensed consolidated financial statements.

MINERALS, INC.

LITHIUM CORPORATION

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

and Description of Business

Minerals, Inc.

(“Brazil Minerals” or the “Company”) was incorporated as Flux Technologies, Corp.

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.

Atlas Lithium

Corporation (“Atlas Lithium” or the “Company”) was incorporated as Flux Technologies, Corp.

under the laws of

the State of Nevada on December 15, 2011.

The Company changed its management and business on December 18, 2012 to focus on mineral

The Company was formally known as Brazil Minerals, Inc.

from January 22, 2013 through September 26, 2022.

Atlas Lithium, 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.

of Presentation and Principles of Consolidation

6 unchanged sentences

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 Company as of September 30, 2022, and the results of operations and cash flows for the periods presented.

The results of operations

for the three and nine months ended September 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 SEC on March 29, 2022.

condensed consolidated financial statements include the accounts of the Company;

5 unchanged sentences

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

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.

(“Hercules Brasil”) and Lancaster Investimentos Ltda;

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.

material intercompany accounts and transactions have been eliminated in consolidation.

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.

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.

MINERALS, INC.

LITHIUM CORPORATION

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

8 unchanged sentences

that might be necessary if the Company is unable to continue as a going concern.

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.

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 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 to sell some of its common stock

holdings of Apollo Resources or Jupiter Gold.

There can be no assurance the Company will be

successful in these efforts.

Accounting Pronouncements

3 unchanged sentences

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.

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.

MINERALS, INC.

Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies.

and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15,

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 the

adoption will have on its consolidated financial statements.

LITHIUM CORPORATION

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

and Equipment

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

following table sets forth the components of the Company’s property and equipment at September 30, 2022 and December 31, 2021:

OF PROPERTY AND EQUIPMENT

September 30, 2022

December 31, 2021

Computers and office equipment

3 unchanged sentences

$ ( 402,920 )

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.

the three and nine months ended September 30, 2022, the Company recorded depreciation expense of $ 1,086 and $ 16,717 , respectively, and

for the three and nine months ended September 30, 2021, the Company recorded depreciation expense of $ 4,518 and $ 28,128 , respectively.

assets consisting of mining rights are not amortized as the mining rights are perpetual.

The carrying value was $ 4,829,276 and $ 1,302,440

at June 30, 2022 and December 31, 2021, respectively.

at September 30, 2022 and December 31, 2021, respectively.

Investments without Readily Determinable Fair Values

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

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.

1 unchanged sentence

Corporation, thus making it a related party under common ownership and control.

The shares were recorded at $ 150,000 ,

The shares were valued based upon the lowest market price of the Company’s common stock on the date of the

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

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.

March 11, 2020, the Company issued 53,947,368 shares of common stock to Lancaster Brazil Fund pursuant to an addendum to a share exchange

agreement dated September 28, 2018.

6 unchanged sentences

total shares outstanding of Ares Resources Corporation.

MINERALS, INC.

LITHIUM CORPORATION

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Payable and Accrued Liabilities

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

September 30, 2022

December 31, 2021

Accounts payable and other accruals

5 unchanged sentences

The balance of these employee related

costs as of June 30, 2022 and December 31, 2021 amounted to $ 115,421 and $ 108,926 , respectively.

costs as of September 30, 2022 and December 31, 2021 amounted to $ 25,211 and $ 108,926 , respectively.

4 – STOCKHOLDERS’ EQUITY

and Amendments

of June 30, 2022, the Company had 4,000,000,000

shares of common stock authorized with a par value of $ 0.001

MINERALS, INC.

of September 30, 2022, the Company had 4,000,000,000 shares of common stock authorized with a par value of $ 0.001 per share.

LITHIUM CORPORATION

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A Preferred Stock

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.

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.

Months Ended June 30, 2022 Transactions

the six months ended June 30, 2022, the Company issued 275,972,448

shares of common stock for gross proceeds of

pursuant to subscription agreements with accredited

Months Ended June 30, 2021 Transactions

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.

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 .

D Preferred Stock

September 14, 2021, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series

D Convertible Preferred Stock (“Series D Stock”) to designate 1,000,000 shares of a new series of preferred stock.

The Certificate

of Designations, Preferences and Rights of Series D Stock provides that for so long as Series D Stock is issued

and outstanding, the holders of Series D Stock shall have no voting power until such time as the Series D Stock is converted into shares

of common stock.

One share of Series D Stock is convertible into 10,000 shares of common stock and may be converted at any time at the

election of the holder.

Holders of the Series D Stock are not entitled to any liquidation preference over the holders of common stock,

and are entitled to any dividends or distributions declared by the Company on a pro rata basis.

September 15, 2021, the Company issued 214,006 shares of Series D Stock to Marc Fogassa for the conversion of $ 566,743 in convertible

note principal and $ 75,276 of interest expense.

Months Ended September 30, 2022 Transactions

the nine months ended September 30, 2022, the Company issued 457,625,961 shares of common stock for gross proceeds of $ 2,613,736 pursuant

to subscription agreements with accredited investors.

Additionally, the Company issued 87,719,300 shares of common stock valued at $ 1,000,000

as part of a payment for a lithium mining rights purchase.

Months Ended September 30, 2021 Transactions

the nine months ended September 30, 2021, the Company issued 136,219,930 shares of common stock for gross proceeds of $ 816,650 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.

Further, the Company issued 396,917,702 shares of common stock for net

proceeds of $ 75,000 upon the exercise of 423,816,100 stock options and warrants.

Lastly, the Company issued 14,954,949 shares of common

stock valued at $ 183,393 to contractors for services provided.

Stock Options

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

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

expected dividend yield of 0.0 %,

historical volatility calculated between 79.0 %

risk-free interest rate ranging between 0.9 %

the nine months ended September 30, 2022, the Company granted options to purchase an aggregate of 279,187,906 shares of common stock

to officers and non-management directors.

The options were valued at $ 675,478 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 $ 0.0016 to $ 0.01 , expected

dividend yield of 0.0 % , historical volatility calculated between 79.0 % and 206 % , risk-free interest rate ranging between 1.51 % and 3.19 % ,

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 .

MINERALS, INC.

of September 30, 2022, the Company has 421,271,661 outstanding common stock options and warrants, with an average exercise price of $ 0.0111 ,

an average time to expiration of 1.61 years and an aggregated intrinsic value of $ 469,610,442 .

D Stock Options

the nine months ended September 30, 2022, the Company granted options to purchase an aggregate of 27,000 shares of Series D stock to

officers and directors.

The options were valued at $ 597,978 in total.

The options were valued using the Black-Scholes option pricing

model with the following average assumptions:

the common stock price on the date of the grant ranged from $ 0.0016 to $ 0.01 , expected

dividend yield of 0.0 % , historical volatility calculated between 79.0 % and 206 % , risk-free interest rate ranging between 1.51 % and 3.19 % ,

and an expected term of ten years .

of September 30, 2022, the Company has 63,000 outstanding series D stock options, with an average exercise price of $ 9,86 , an average

time to expiration of 9.17 years and an aggregated intrinsic value of $ 621,228 .

LITHIUM CORPORATION

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

The Company also leases office space in Brazil.

Such costs are immaterial to the condensed consolidated

financial statements.

Such costs are immaterial to the condensed consolidated financial statements.

6 - RELATED PARTY TRANSACTIONS

Gold Corporation

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 nine months ended September 30, 2022, Jupiter Gold granted options to purchase an aggregate of 420,000

shares of its common

stock to Marc Fogassa at prices ranging between $ 0.01

were valued at $ 77,982

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 .

Resource Corporation

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

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

expected dividend yield of 0 %,

the Company’s

stock price on the date of the grant which ranged from $ 0.2525

expected dividend yield

historical volatility calculated at 227 % ,

1 unchanged sentence

and an expected term between five

and ten years

MINERALS, INC.

Resource Corporation

the nine months ended September 30, 2022, Apollo Resources granted options to purchase an aggregate of 225,000 shares of its common stock

to Marc Fogassa at a price of $ 1.22 per share.

The options were valued at $ 275,858 and recorded to stock-based compensation.

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 $ 1.00 to $ 1.25 , expected dividend yield of 0 % , historical volatility calculated at 71 % , risk-free

interest rate between a range of 1.51 % to 3.19 % , and an expected term between five and ten years

LITHIUM CORPORATION

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

23 unchanged sentences

8 - SUBSEQUENT EVENTS

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.

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to September 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.

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 1. Financial Statements