What changed in this filing

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Item 9A. Controls and Procedures

2023-03-30 compared with 2022-03-25 · 897 added, 683 removed, 867 unchanged (65% of the section changed)

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13a-15(e) and 15d-15(e) of the Exchange Act as of December 31, 2022.

On the basis of that evaluation, management concluded that the Company’s

disclosure controls and procedures are designed, and are effective, 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 Commission, and that such information is accumulated and communicated to management,

including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required

In designing and evaluating

our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,

can provide only 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 Commission,

and that such information is accumulated and communicated to management, including its Principal Executive Officer and Principal Financial

Officer as appropriate, to allow timely decisions regarding required disclosure .

In addition, the

design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required

to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

On the basis of that

evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as of December 31, 2022, our disclosure controls

and procedures were effective at a reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

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Based on management’s evaluation under the framework in Internal Control—Integrated Framework, management concluded

that the Company’s internal control over financial reporting was effective as of December 31, 2021.

that the Company’s internal control over financial reporting was effective as of December 31, 2022, at a reasonable assurance level.

Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

over financial reporting.

Since the Company is a non-accelerated filer, management’s report is not subject to attestation by the

Company’s registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002.

As a result, this Annual

Report contains only management’s report on internal controls.

Since the Company is a smaller reporting company,, management’s report is not subject to attestation

by the Company’s registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002.

As a result, this

Annual Report contains only management’s report on internal controls.

Changes in Internal Control over Financial Reporting

2 unchanged sentences

Limitations of the Effectiveness of Internal Controls

effectiveness of the Company’s 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 the Company’s disclosure controls and procedures and internal control over financial reporting will detect

all errors or fraud.

However, the Company’s control systems have been designed to provide reasonable assurance of achieving their

objectives, and the Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s

disclosure controls and procedures and internal control over financial reporting are effective at the reasonable assurance level.

Company has utilized the 1992 Committee of Sponsoring Organizations of the Treadway Commission’s internal control framework.

effectiveness of the Company’s system of 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 the Company’s

internal control over financial reporting will detect all errors or fraud.

However, the Company’s control systems have been designed

to provide reasonable assurance of achieving their objectives.

The Company has utilized the 1992 Committee of Sponsoring Organizations

of the Treadway Commission’s internal control framework.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

following table sets forth certain information as of the date of this Report, concerning our directors and executive officers:

Chief Executive Officer

Chief Executive Officer, Director

Robert Noriega

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Fogassa is also the Chairman and Chief Executive

Officer of Jupiter Gold Corporation, and Chairman and Chief Executive Officer of Apollo Resources Corporation, two companies in which

we own equity positions.

Officer of Jupiter Gold Corporation, and Chairman and Chief Executive Officer of Apollo Resources Corporation, two of our consolidated

subsidiaries.

Marc Fogassa serves as a director because of his experience in the management of public companies in mineral exploration

and his understanding of Brazil, the jurisdiction where we operate.

Roger Noriega , age 63, has been an independent director since 2012, and member of the Audit Committee of the Board of Directors since

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Noriega has a Bachelor of Arts degree from Washburn University of Topeka, Kansas.

, age 44, has been an independent director since 2021, and member of the Audit Committee

of the Board of Directors since 2021.

She is an attorney with extensive experience in international contracts and venture negotiations.

She has represented or engaged in transactions with leading companies, including Credit Suisse, UBS, Apollo Group, Universal Music Group,

Sony, Chrysler/Jeep, Stella Artois, Miller Brewing Company, General Motors, McDonald’s, Verizon, among others.

From 2013 to 2017,

Olson was at Brighton Capital Ltd, and from 2017 to January, 2021, she was an attorney with Kaplowitz Firm, PC.

Since February, 2021,

Olson has been an attorney with Ellenoff Grossman & Schole LP.

Ambassador Noriega serves as a director

because of his experience in complex multi-jurisdictional agreements and his business and diplomatic experience with Brazil.

, age 45, has been an independent director

since 2021, and member of the Audit Committee of the Board of Directors since 2021.

She is an attorney with extensive experience in international

contracts, securities law and venture negotiations.

She has represented or engaged in transactions with leading companies in

the biomedical, technology and products and services sectors.

From 2013 to 2017, Ms.

Olson was at Kaplowitz

and from 2017 to January, 2020, she was an attorney with the Crone Law Group.

From February, 2020 to May 2022 Ms.

Olson was an attorney with Ellenoff Grossman & Schole LP.

She has been with Mitchell Silberberg

& Knupp since May of 2022.

She received a B.A.

in Economics and Finance from Loyola University

in Chicago, and a J.D.

in Economics and Finance from Loyola University in Chicago, and a J.D.

from The John Marshall School of Law.

Olson serves as a director because of her experience with working with large multinational companies

in complex transactions and her knowledge of U.S.

securities law.

Petersen, CFA , age 67, has been an independent director since 2021, and member of the Audit Committee of the Board of Directors

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Fund (2009-2011), and Fidelity Equity-Income II (2009-2011).

began his career at Fidelity as an Equity Analyst.

Petersen received a B.B.A.

in Finance and

He began his career at Fidelity as an Equity Analyst.

Petersen received

in Finance and an M.S.

in Finance from the University of Wisconsin-Madison.

Petersen serves on the Board of the University of Wisconsin Foundation

and Chairs its Investment Committee .

He also is Co-Chair of the Executive Committee for the Catholic Schools Foundation Inner-City

Scholarship Fund.

Petersen serves on the Board of the University

of Wisconsin Foundation and Chairs its Investment Committee.

He also is Co-Chair of the Executive Committee for the Catholic Schools

Foundation Inner-City Scholarship Fund.

Petersen is a Chartered Financial Analyst.

Pereira de Aguiar, age 39, has been our Chief Financial

Officer, Principal Accounting Officer, and Treasurer since 2022.

From 2016 until 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 million.

Petersen serve as a director because of his

experience with capital markets and his knowledge of finance including expertise with financial statements.

Pereira de Aguiar, age 40, has been our Chief Financial Officer, Principal Accounting Officer, and Treasurer since 2022.

until 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.

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.

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.

worked at Mirabella Mineração, which at the time was developing its nickel project in the state of Bahia in Brazil.

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.

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 Fundação

Dom Cabral in Brazil.

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

Bernier , age 64, has been our Vice-President, Corporate Development and Investor Relations since 2019.

From 2010 to 2017, Mr.

Bernier was at Four Spring Capital Trust, and from 2017 to 2019, he was at Noble Capital Markets.

Bernier graduated with a degree

in Management from Boston University.

Bernier was a relationship manager at Four Spring Capital Trust, and from 2017 to 2019, he was a registered representative at Noble Capital

Markets and responsible for presenting selective investment opportunities to asset managers and high net worth individuals.

graduated with a degree in Management from Boston University.

de Paiva Monteiro, Esq.

, age 31, has our Vice-President, Administration and Operations, since 2020, and our Chief of Environmental,

, age 32, has been our Vice-President, Administration and Operations, since 2020, and our Chief of Environmental,

Social, and Corporate Governance (“ESG”) matters since 2021.

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University of Minas Gerais.

Monteiro is also a director of Jupiter Gold Corporation and of Apollo Resources Corporation, two companies

in which we own equity positions.

Monteiro is also a director of Jupiter Gold Corporation and of Apollo Resources Corporation, two of our

consolidated subsidiaries..

Myadzel, PhD, Geol.

, age 46, has been a consultant to us since 2021 and became our Senior Vice-President, Geology, in 2022.

Regulation S-K 1300, he is a Qualified Person for lithium, iron, and gold, among other minerals.

Myadzel is a geologist with over

23 years’ experience acquired in mines and projects in Russia, Ukraine, Guinea, Uruguay, and Brazil in a variety of minerals including

lithium, iron, and gold.

His primary expertise entails geological modeling, resource estimation, and QA/QC analysis.

extensive experience in auditing mineral projects on behalf of investors or acquiring companies.

He is a principal at VMG Consultoria

e Soluções Ltda, a company that has provided geological expertise to large global companies with mines and projects in

Myadzel received Bachelor and Master degrees in Geological Engineering and a PhD degree in Geology, all from Kryvyi Rih National

University in Ukraine.

, age 47, became our Senior Vice-President, Geology, in 2022 after serving as an independent consultant to the

Company since 2021.

Under Regulation S-K 1300, he is a Qualified Person for lithium, iron, and gold, among other minerals.

is a geologist with over 23 years’ experience acquired in mines and projects in Russia, Ukraine, Guinea, Uruguay, and Brazil in

a variety of minerals including lithium, iron, and gold.

His primary expertise entails geological modeling, resource estimation, and

QA/QC analysis.

Myadzel has extensive experience in auditing mineral projects on behalf of investors or acquiring companies.

a principal at VMG Consultoria e Soluções Ltda, a company that has provided geological expertise to large global companies

with mines and projects in Brazil.

Myadzel received Bachelor and Master degrees in Geological Engineering and a PhD degree in Geology,

all from Kryvyi Rih National University in Ukraine.

Nogueira da Silva Júnior, Geol.

, age 41, has been a consultant to us since 2018 and became our Vice-President, Mineral Exploration,

Under Regulation S-K 1300, he is a Qualified Person for lithium, iron, and gold, He is the Founder and was the Chief Technical

Officer of MineXplore, a consultancy focused on mineral rights in Brazil.

da Silva Júnior has been a consultant geologist

with GeoEspinha ç o, a firm that undertakes geological studies in a variety of minerals

across Brazil.

da Silva Júnior has also been a college faculty member teaching geology.

, age 42, became our Vice-President, Mineral Exploration, in 2021, after serving as an independent

consultant to the Company since 2018..

da Silva meets the requirements of a Qualified Person as such term is defined in the Regulation S-K 1300.

He is the Founder and was the Chief Technical Officer of MineXplore, a consultancy firm focused on mineral

rights in Brazil.

da Silva has been a consultant geologist with GeoEspinhaço, a firm that undertakes geological studies in

a variety of minerals across Brazil.

He has also been a college faculty member teaching geology.

Previously, he worked at the Brazilian

Mining Department and before that as a geologist at Usiminas Mineração.

da Silva Júnior has a Master of Geology degree from the Federal University of Rio de Janeiro, and an undergraduate degree in Geological

Engineering from the School of Mines of the Federal University of Ouro Preto, the oldest mining college in Brazil.

da Silva is also

a director of Jupiter Gold Corporation, a company in which we own an equity position.

da Silva has a Master of Geology degree from

the Federal University of Rio de Janeiro, and an undergraduate degree in Geological Engineering from the School of Mines of the Federal

University of Ouro Preto, the oldest mining college in Brazil.

da Silva is also a director of Jupiter Gold Corporation, one of our

consolidated subsidiaries.

Board of Directors is composed of four members, Ambassador Roger Noriega, Cassiopeia Olson, Esq., Stephen R.

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Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,

Board of Directors has determined that Ambassador Roger Noriega, Cassiopeia Olson, Esq., and Stephen R.

Petersen, CFA are independent

directors within the meaning of Nasdaq Listing Rule 5605(a)(2).

Committee Financial Expert

of Corporate Governance

are committed to maintaining high standards of business conduct and corporate governance, which we believe are fundamental to the overall

success of our business, serving our stockholders well, and maintaining our integrity in the marketplace.

As discussed below, our Board

of Directors has established three standing committees to assist it in fulfilling its responsibilities to us and our stockholders:

Audit Committee;

Compensation Committee;

Nominations Committee.

currently have three independent directors on our Board of Directors.

We use the definition of “independence” found in the

Listing Rules of the Nasdaq Stock Market (“Nasdaq”) to make this determination.

Board of Directors has undertaken a review of the independence of each director and will review the independence of any new directors

based on information provided by each director concerning their background, employment, and affiliations, in order to make a determination

of independence.

Our Board of Directors has determined that the following directors are independent:

Roger Noriega

Petersen, CFA

to Nasdaq’s Board Diversity Rule 5605(f), which was approved by the SEC on August 6, 2021, we have taken steps to meet the diversity

objective as set out in this rule within the applicable transition period.

We identified candidates for our Board of Directors who meet

the board diversity requirement and have appointed one female independent director to our Board of Directors.

The following is our Board

Diversity Matrix as of the date hereof:

Diversity Matrix

Number of Directors

Gender Identity

Demographic Background

of our Board of Directors in Risk Oversight

of the key functions of our Board of Directors is informed oversight of our risk management process.

We have formed supporting committees,

including the Audit Committee, the Compensation Committee, and the Nominations Committee, each of which supports the Board of Directors

by addressing risks specific to its respective areas of oversight.

In particular, our Audit Committee has the responsibility to consider

and discuss our major financial risk exposures and the steps our management takes to monitor and control these exposures, including guidelines

and policies to govern the process by which risk assessment and management is undertaken.

The Audit Committee also monitors compliance

with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function.

Our Compensation

Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Our Nominations Committee provides oversight with respect to corporate governance and ethical conduct and monitors the effectiveness

of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating

of our Board of Directors

Board of Directors has established three standing committees- the Audit Committee, the Compensation Committee, and the Nominations Committee.

listing rules require that our Audit Committee be composed of at least three members all of whom are “independent directors”

who are “financially literate” as defined under the Nasdaq listing standards.

As of the date hereof, our Audit Committee

was composed of the following, all of whom have been affirmatively determined by our Board of Directors to meet the definition of “independent

director” for purposes of serving on an Audit Committee under Rule 10A-3 and Nasdaq rules, all of whom qualify as financial experts:

Roger Noriega

Petersen, CFA

Petersen, CFA, is an independent member of our Audit Committee who qualifies as an “audit committee financial

expert” as defined in Item 407(e)(5) of Regulation S-K.

have a code of ethics that applies to all of our directors, officers, and employees, including our principal executive officer, principal

financial officer, and principal accounting officer.

Committee and Nominations Committee

listing rules require that our Compensation Committee and Nominations Committee be composed solely of independent directors.

time, our Nominations Committee and Compensation Committee are both comprised solely of independent directors.

As of the date hereof,

the members of each of our Nominations Committee and Compensation Committee are:

Roger Noriega

Petersen, CFA

Committee Interlocks and Insider Participation

no time have any of the members of our Compensation Committee been one of our officers or employees.

None of our executive officers currently

serves, or in the past year has served, as a member of the board of directors or Compensation Committee of any other entity that has

one or more executive officers on our Board of Directors or Compensation Committee.

of Business Conduct and Ethics

adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal

executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and

agents and representatives, including consultants.

A copy of the code of business conduct and ethics is available on our website at www.atlas-lithium.com.

We intend to disclose future amendments to such code, or any waivers of its requirements, applicable to any principal executive officer,

principal financial officer, principal accounting officer or controller, or persons performing similar functions or our directors on

our website identified above.

The inclusion of our website address does not include or incorporate by reference the information on our

website into this document.

Fogassa, our Chief Executive Officer and Chairman, currently controls approximately 54.11% of the voting power of our capital stock and

will control approximately 53.76% of the combined voting power of our capital stock upon completion of this offering, and we believe

we may be a “controlled company,” as such term is defined under the Nasdaq Listing Rules.

We currently do not rely on

the controlled company exemptions provided under the Nasdaq Listing Rules, but we may do so in the future.

Executive Compensation.

following table sets forth information concerning cash and non-cash compensation paid by us to our chief executive officer for each of

the two years ended December 31, 2020, and 2021.

No employee or independent contractor received compensation in excess of $100,000 for

either of those two years.

of Named Executive Officers

Compensation Table

following table sets forth, for the years ended December 31, 2022 and 2021, a summary of the compensation paid to or earned by the Named

Executive Officers.

Note that, as a “smaller reporting company” and pursuant to the rules of the SEC, the Company is providing

compensation information for 2022 and 2021 for Marc Fogassa, our Chief Executive Officer, Gustavo Aguiar, our Chief Financial Officer

and Brian Bernier, Vice President of our Corporate Development, as the two most highly compensated executive officers of the Company,

other than Mr.

Awards ($) (2)

Non-Qualified

Marc Fogassa, Chairman and

Chief Executive

amounts in this column reflect the aggregate grant date fair value of stock options granted in 2021 to our Chief Executive Officer

calculated in accordance with FASB ASC Topic 718.

Please see Note 7 to the consolidated financial statements for the year ended December

31, 2020 contained in this Report for the assumptions used in the calculation of grant date fair value pursuant to FASB ASC

January 7, 2021, we filed a Current Report on Form 8-K indicating that on December 31, 2020, our Board approved an amendment and restatement

of the employment agreement between the Company and Marc Fogassa, its chief executive officer.

The material changes in the agreement

are as follows.

Under the prior agreement, Mr.

Fogassa had the right to receive an annual cash salary of $250,000 per annum.

amended and restated agreement, Mr.

Fogassa will not receive any cash as salary.

Instead, he will be granted each month ten-year non-qualified

stock options to purchase up to 25 million shares of our common stock at an exercise price equal to $0.00001 per share, such price and

shares being subject to customary adjustments for any dividends, etc.

If and when such options are exercised, the stock to be received

will be restricted by the provisions of Rule 144, which currently limits any sales of affiliates with respect to the Company to 1% of

the total outstanding shares per every 90-day period.

In addition, the amended and restated agreement contains a provision which states

that, if there is growth of our shareholder equity or book value above a high-water mark, calculated one time per year, then and only

Fogassa will receive a performance bonus payable half in cash and half in our common stock.

The amended and restated employment

agreement between Mr.

Fogassa and the Company is filed as an exhibit to this Report.

September 17, 2021, we filed a Current Report on Form 8-K indicating that on September 15, 2021,

our Board approved resolutions that allow directors the choice to direct the option compensation described in the Board resolutions dated

December 31, 2020 (the “2020 Resolutions”, reported in the Form 8-K filed with the Securities and Exchange Commission on

January 7, 2021) to either options to purchase Common Stock as originally described in the 2020 Resolutions or to an equivalent number

of options to purchase Series D Convertible Preferred Stock.

Fogassa, Chairman and

Financial Officer (4)

Corporate Development (8)

to the terms of Mr.

Fogassa’s amended and restated employment agreement, his 2021 performance bonus,

which was paid in cash in early 2022 as half in cash and half in stock.

amounts in this column reflect the aggregate grant date fair value of stock options granted in 2021 and 2022 to our Chief Executive

Officer calculated in accordance with FASB ASC Topic 718.

Please see Note 6 to the consolidated financial statements for the year

ended December 31, 2021 and 2022 contained in this Annual Report for the assumptions used in the calculation of grant date fair value

pursuant to FASB ASC Topic 718.

amounts in this column reflect the aggregate grant date fair value of stock awards granted in 2022 calculated.

in accordance with

FASB ASC Topic 718to our Chief Executive Officer.

Pursuant to the terms of Mr.

Fogassa’s amended and restated employment agreement,

he received half of his 2021 performance bonus as fully vested stock, which was granted in early 2022.

Aguiar was appointed as our Chief Financial Officer on March 16, 2022.

Aguiar receives specific performance bonuses tied to successful completion and timely filing of our periodic reporting obligations

with the SEC.

Bernier receives discretionary performance bonus.

to the terms of his agreement with the Company, Mr.

Bernier does not receive cash compensation.

Bernier is granted monthly

fully vested shares equal to $2,500 in value, with the price per share calculated as the average closing price for the applicable

monthly period.

Bernier was hired/appointed VP, Corporate Development in 2019

Other Compensation for Mr.

Fogassa includes disability insurance coverage

Fogassa for 2021 and 2022, and medical, dental and vision insurance coverage for Mr.

Fogassa and his dependents for part of 2022.

to Summary Compensation Table

December 31, 2020, our Board approved an

amendment and restatement of the employment agreement between the Company and Marc Fogassa, our Chief Executive Officer (the

“A&R Employment Agreement”).

Under the A&R Employment agreement, Mr.

Fogassa will no longer be entitled to a

salary payable in cash, which under the terms of the prior agreement was for an amount of $250,000 per annum.

Instead, he will be

granted each month ten-year non-qualified stock options to purchase up to 33,334 shares of our common stock at an exercise price

equal to $0.0075 per share, such price and shares being subject to customary adjustments for any dividends, stock splits,

reorganization or similar events.

If and when such options are exercised, the stock to be received will be restricted by the

provisions of Rule 144, which currently limits any sales of affiliates with respect to the Company to 1% of the total outstanding

shares per every 90-day period.

Fogassa is also entitled to incentive compensation payable half in cash and half in fully vested shares of common

stock upon achieving of certain book value metrics, as set forth in the A&R Employment Agreement.

Under the A&R Employment

Agreement, Mr.

Fogassa is entitled to a housing benefit of up to $5,000 per month for a primary or secondary residence out of the United

States, The Company shall pay all costs of reasonable medical, dental, vision, long-term disability, and short-term disability to Mr.

Fogassa, and to his spouse or partner and children under the age of 21, at reasonable plans chosen by Mr.

Unless declined by

Fogassa, the Company shall pay the annual premium costs of a life insurance policy for Mr.

Fogassa in the amount of $5,000,000 for

payment to his designated beneficiaries.

Upon termination by the Company, the Company shall immediately make a payment to Mr.

equal to 500,000.

If upon the completion of a change of control, or other corporate event, Mr.

Fogassa is no longer the Chief Executive

Officer of the Company, or the Chief Executive Officer of the new controlling person of the Company, as the case may be, then the Company

shall immediately make a payment to Mr.

Fogassa equal to $2,000,000.

On March 15, 2022, the Company and Gustavo

Pereira de Aguiar, our Chief Financial Officer, entered into an agreement, effective March 16, 2022

(the “Start Date”), pursuant to with Mr.

Aguiar is providing services to us (the “GPA Employment Agreement”).

Under the GPA Employment Agreement, Mr.

de Aguiar received a signing bonus totaling $25,000, all payable in 2022 in two equal tranches ,

and is being paid base cash compensation of $9,500 per month .

He is entitled

to a maximum annual bonus of $45,000, with the amount received conditioned on the filing by the Company, on an annual basis, of

one Form 10-K and three Forms 10-Q with the SEC.

Further, on the Start Date, Mr.

Pereira de Aguiar was granted 85,019 common shares (the

“GPA Grant”), for the purchase price of $1.00 discounted from the first base compensation, which will vest over four years

in four tranches.

The agreement is terminable at any time by mutual

agreement of the parties and at any time for any reason or no reason by one party, with prior written notice of thirty days to the other

party, provided that if Mr.

Pereira de Aguiar’s employment is terminated for any reason by the Company other than gross negligence

or willful malfeasance, the GPA Grant shall be deemed to be fully vested immediately upon such termination.

If such termination occurs

before the first-year anniversary of the Start Date, the Company shall be required to make a $60,000 payment to Mr.

Pereira de Aguiar

within thirty days of said termination, and if such termination occurs after the first anniversary, but before the second anniversary

of the Start Date, then the Company shall be required to make a $30,000 payment to Mr.

Pereira de Aguiar within thirty days of said termination.

If the Company terminates the GPA Employment Agreement for gross negligence or willful malfeasance, then the portion of the GPA Grant

which is not yet vested shall be deemed to be forfeited.

Outstanding Equity Awards

at Fiscal Year-End

The following table provides

information regarding equity awards held by the named executive officers that were outstanding as of December 31, 2022:

Option awards

of securities underlying unexercised options (#) exercisable

of securities underlying unexercised options (#) unexercisable

incentive plan awards:

Number of securities underlying unexercised unearned options (#)

exercise price ($)

expiration date

of shares or units of stock that have not vested (#)

value of shares of units of stock that have not vested ($)

incentive plan awards:

Number of unearned shares, units or other rights that have not vested (#)

incentive plan awards:

Market or payout value of unearned shares, units or other rights that have not vested ($)

Fully-vested option to

purchase up to 151,141 shares of our common stock at $0.0075 per share.

In accordance with the

terms of the A&R Employment Agreement, Mr.

Fogassa agreed to receive awards of stock options on a monthly basis in lieu of base

All options vested 100% on the grant date and have a ten-year term expiring on the tenth anniversary of the corresponding

Fully-vested options to purchase up to 2,500 shares of our Series D Convertible Preferred Shares for $0.10

per share of our Series D Convertible Preferred Stock.

On March 16, 2022, Mr.

Aguiar was granted restricted shares of Company common stock which will vest over four years in four equal tranches.

following table sets forth a summary of compensation for the fiscal year ended December 31, 2022, that we paid to each director other

than its Chief Executive Officer, whose compensation is fully reflected in the compensation table above.

We do not sponsor a pension

benefits plan, a non-qualified deferred compensation plan, or a non-equity incentive plan for directors;

therefore, these columns have

been omitted from the following table.

than its Chief Executive Officer, whose compensation is fully reflected in the the Summary Compensation Table set forth above.

not sponsor a pension benefits plan, a non-qualified deferred compensation plan, or a non-equity incentive plan for directors;

these columns have been omitted from the following table.

No other or additional compensation for services were paid to any of the directors.

Ambassador Roger Noriega

Cassi Olson, Esq.

Stephen Petersen, CFA

Compensation ($)

Roger Noriega

$ 147,557 (2)

Petersen, CFA

amounts in this column reflect the aggregate grant date fair value of stock options granted in 2022 to each director calculated in

1 unchanged sentence

Please see Note 6 to the consolidated financial statements for the year ended December 31, 2021

contained in this Report for the assumptions used in the calculation of grant date fair value pursuant to FASB ASC Topic 718.

December 31, 2020, our Board of Directors approved an amendment and restatement of the compensation agreement between the Company and

Ambassador Roger Noriega, its independent director.

contained in this Annual Report for the assumptions used in the calculation of grant date fair value pursuant to FASB ASC Topic 718.

On December 31, 2020, our Board of Directors approved an amendment and restatement of the compensation agreement between the Company

and Ambassador Roger Noriega, its independent director.

The material change in the agreement is as follows.

Under the prior agreement, Ambassador

had the right to receive an annual compensation of $50,000 payable quarterly through the issuance of such number of five-year options

on our common stock as needed to make their Black-Scholes aggregate valuation equal to $12,500;

such options had a strike price equal

to the average market price of the common stock during such quarter.

Under the amended and restated agreement, Ambassador Noriega will

receive, on a quarterly basis, ten-year non-qualified stock options to purchase up to 15 million shares of our common stock at an exercise

Under the prior agreement,

Ambassador had the right to receive an annual compensation of $50,000 payable quarterly through the issuance of such number of five-year

options on our common stock as needed to make their Black-Scholes aggregate valuation equal to $12,500;

such options had a strike price

equal to the average market price of the common stock during such quarter.

Under the amended and restated agreement, Ambassador Noriega

will receive, on a quarterly basis, ten-year non-qualified stock options to purchase up to 20,000 shares of our common stock at an exercise

price equal to $0.0075 per share, such price and shares being subject to customary adjustments for any dividends, etc.

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our Board approved resolutions that allow directors the choice to direct the option compensation described in the Board resolutions dated

December 31, 2020 (the “2020 Resolutions”, reported in the Form 8-K filed with the Securities and Exchange Commission on

January 7, 2021) to either options to purchase Common Stock as originally described in the 2020 Resolutions or to an equivalent number

of options to purchase Series D Convertible Preferred Stock.

December 31, 2020 (the “2020 Resolutions,” reported in the Form 8-K filed with the SEC on January 7, 2021) to either options

to purchase our common stock as originally described in the 2020 Resolutions or to an equivalent number of options to purchase our Series

D Convertible Preferred Stock.

Olson and Mr.

Petersen had the right to receive $6,000 in cash each for services as director during the year 2022.

Both were given

a choice and opted to receive shares of our common stock at then public market price instead of cash.

Compensation Plan

2017, our Board of Directors approved our 2017 Stock Incentive Plan under which we can offer eligible employees, consultants, and non-employee

directors cash and stock-based compensation and/or incentives to compensate, attract, retain, or reward such individuals.

2022, our Board of Directors and the holder of a majority of the voting power of our issued and outstanding capital stock approved an

increase in the number of common shares allocated to the 2017 Stock Incentive Plan from 33,334 to 333,334.

We have no other equity compensation

The table below sets forth certain information as of December 31, 2022 with respect to the 2017 Stock Incentive Plan.

available for

column “(a)”)

compensation plans approved by security holders

compensation plans not approved by security holders (2017 Stock Incentive Plan)

Delinquent Section 16(a) Reports

Under Section

16 of the Exchange Act, our directors, executive officers and any persons holding more than 10% of our common stock are required to report

initial ownership of our common stock and any subsequent changes in ownership to the SEC.

Specific due dates have been established by

the SEC, and the Company is required to disclose in this Annual Report any failure to file required ownership reports by these dates.

Based solely upon a review of forms filed with the SEC and the written representations of such persons, the Company is aware of no late

Section 16(a) filings except as follows:

(i) for Brian W.

Bernier , a late Form 4 filing related

to a sale of common stock subject to a Rule 10b5-1 Sales Plan ;

(ii) for Marc Fogassa ,

a late Form 4 filing related to monthly grants of Series D Convertible Preferred Stock Options ;

(iii) for Joel de Paiva Monteiro , a late Form 4 filing related to monthly grants of

common stock held by Joel Monteiro Sociedade Individual de Advocacia ;

(iv) for Roger Noriega ,

a late Form 4 filing related to quarterly grants of Series D Convertible Preferred Stock Options ;

(v) for Areli Nogueira da Silva Junior , a late Form 4 filing related to monthly grants

of common stock and grants of common stock as additional compensation for services rendered to the Company held by Geoespinhaco Consultoria

Geologica Ltda ;

(vi) for Gustavo Pereira de Aguiar ,

a late Form 4 filing related to a grant of common stock related to his employment as CFO, Treasurer and PAO ;

(vii) for Volodymyr Myadzel , a late Form 4 related to monthly grants of common stock ;

(viii) for Roger Noriega, a late Form 4 related to grants of common stock in connection with the cashless exercise of stock options,

quarterly awards of common stock options for services as a director, and exercises of common stock options ;

(ix) for Marc Fogassa , a late Form 4 filing related to monthly grants of Series D

Convertible Preferred Stock Options, grants of common stock for services rendered to the Company, cash exercise of stock options, cashless

exercises of stock options, a grant of common stock related to an open market acquisition, dispositions of common stock pursuant to a

10b5-1 Sales Plan, grants of common stock in satisfaction of contractual obligations, a grant of one share of Series A Convertible Preferred

Stock in connection with a series of transactions effected in December 2012, grants of common stock options in connection with the conversion

of the 0% Convertible Promissory Note issued in September 2017, an exercise of common stock options, cancellation of the 0% Convertible

Promissory Notes and conversion of certain Convertible Promissory Notes into options to purchase common stock or the monetary equivalent

of Series D Convertible Preferred Stock, and conversion of Series D Convertible Preferred Stock issued in connection with the satisfaction

and cancellation of the 6% Convertible Notes issued in September 2017 into common stock ;

Bernier, a late Form 3 filing, amending the original Form 3 filed upon his appointment as Vice President, to disclose previously

unreported monthly grants of common stock and correct the total amount of securities beneficially owned following the reported transactions;

(xi) for each of Joel de Paiva Monteiro, Volodymyr Myadzel, Gustavo Pereira de Aguiar and Areli Nogueira da Silva Junior ,

a late Form 3 filing upon their appointment as VP, Admin & Ops, ESG, VP, Geology, CFO/PAO and VP, Mineral Exploration, respectively;

(xii) for Cassiopeia Olson , a late Form 4 filing related to a grant of common stock

options as compensation for services as a director , (xiii) for Stephen R.

a late Form 4 related to a purchase of common stock pursuant to a Securities Purchase Agreement, a grant of a common stock purchase

warrant as inducement for purchase of common shares of a subsidiary of the Company, and a grant of common stock options as compensation

for services as a director ;

(xiv) for Brian W.

Bernier, a late Form 4, amending the original Form

4 filed in November 2021, to disclose the correct amounts of securities beneficially owned after reported transactions and to disclose

previously unreported transactions related to monthly grants of common stock and sales of common stock pursuant to a 10b5-1 Sales

(xv) for Brian W.

Bernier, a late Form 4, amending the original Form 4 filed in November 2021,

to correct the amount of securities beneficially owned after a sale of common stock pursuant to a 10b5-1 Sales Plan ;

(xvi) for Brian W.

Bernier, a late Form 4 filing related to monthly grants of common stock ;

(xvii) for Areli Nogueira da Silva Junior , a late Form 4 filing related to monthly

grants of common stock held by Geoespinhaco Consultoria Geologica Ltda ;

(xviii) for Volodymyr

Myadzel , a late Form 4 filing related to a monthly grant of common stock ;

(xix) for Joel de Paiva Monteiro , a late Form 4 filing related to a monthly grant

of common stock held by Joel Monteiro Sociedade Individual de Advocacia ;

(xx) for Brian W.

a late Form 4 filing related to a monthly grant of common stock ;

and (xxi) for Areli

Nogueira da Silva Junior , a late Form 4 filing related to a monthly grant of common stock

held by Geoespinhaco Consultoria Geologica Ltda .

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following information tables prepared in accordance with Section 13d-3 of the Securities Exchange

Act of 1934, as amended, for the determination of beneficial owner set forth certain

information regarding our Common Stock owned as of the date of this Report, by:

(i) each person who is known by us to own beneficially

more than 5% of its outstanding Common Stock;

(ii) each director and officer;

following table prepared in accordance with Section 13 of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder,

sets forth certain information regarding our common stock and securities convertible into our common stock within 60 days of the date

of this Annual Report, by:

(i) each person who is known by us to own beneficially more than 5% of its outstanding Common Stock;

each named executive officer and director;

and (iii) all officers and directors as a group.

and Address (1)

Executive Officer and Chairman

2,704,799,053

As the date of this Annual Report, there were 6,738,062

outstanding shares of our common stock.

and Address of Beneficial

A Preferred Stock (3)

D Preferred Stock (4)

Directors and Named Executive Officers:

Marc Fogassa(7)

Roger Noriega(8)

Olson, Esq.(9)

Petersen, CFA(10)

Pereira de Aguiar(11)

Financial Officer, Principal Accounting Officer, and Treasurer

Vice-President,

Corporate Development

Monteiro, Esq.

of Environmental, Social and Corporate Governance (ESG), Vice-President, Administration and Operations, and Secretary

Myadzel, PhD, Geol.

Vice-President, Geology

Nogueira, Geol.

Vice-President,

Mineral Exploration

executive officers and directors (9 people)

2,922,112,008

The mailing address of each of the officers and directors as set forth above is c/o Brazil Minerals, Inc., 433 North Camden Drive, Suite

810, Beverly Hills, CA 90212.

As of January 21, 2022, 3,153,007,115 shares of our common stock were issued and outstanding.

Includes 79,198,982 shares of our common stock owned by entities controlled by Marc Fogassa and 2,440,060,001 shares of our common stock

which may be issued upon the conversion of Series A Preferred Stock and Series D Preferred Stock into common stock.

Includes 2,140,060,000 shares of our common stock which may be issued upon the conversion of Series D Preferred Stock into common

Includes 4,000,000 shares of our common stock which may be issued upon the exercise of stock options on common stock.

executive officers and directors (9 persons)(13)

5% Stockholders:

Marc Fogassa(7)

The mailing address of each of the officers and directors as set forth above is c/o Atlas Lithium Corporation, 433 North Camden Drive, Suite 810, Beverly Hills, CA 90212.

Each share of common stock is entitled to one vote.

The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (“Series A Preferred”) provides that for so long as Series A Preferred is issued and outstanding, the holders of Series A Preferred shall vote together as a single class with the holders of common stock, with the holders of Series A Preferred being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Preferred 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.

The one share of Series A Preferred is convertible into one share of common stock and may be converted at any time at the election of the holder.

The Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (“Series D Preferred”) provides that for so long as Series D Preferred is issued and outstanding, the holders of Series D Preferred shall have no voting power in matters unrelated to the Series D Preferred until such time as the Series D Preferred is converted into shares of common stock.

Each share of Series D Preferred is convertible into 13 and 1/3 shares of common stock and may be converted at any time at the election of the holder.

Represents shares and rights on an as-converted to common stock basis.

Represents percentage of voting power of our common stock, Series A Preferred, and Series D Preferred (on an as converted basis) voting together as a single class.

As of the date of this Annual Report, 6,738,062 shares of our common stock were issued and outstanding, one share of our Series A Preferred was issued and outstanding, and 214,006 shares of our Series D Preferred were issued and outstanding.

All outstanding shares of Series A Preferred and Series D Preferred are held by Marc Fogassa.

Consists of 324,184 shares of our common stock owned by Marc Fogassa and his affiliates, 151,141 shares underlying vested options to purchase common stock, 1 share of Series A Preferred, 214,006 shares of Series D Preferred, and 67,500 shares underlying vested options to purchase Series D Preferred.

Consists of 147,202 shares of common stock and 13,500 shares underlying vested options to purchase Series D Preferred.

Consists of 750 shares of common stock and 10,667 shares underlying vested options to purchase common stock.

Consists of 11,862 shares of common stock and 16,000 shares underlying vested options to purchase common stock.

Consists of shares underlying vested options to purchase common stock.

Consists of 43,577 shares of common stock and 1,075 shares underlying vested options to purchase common stock.

Consists of 556,797 shares of common stock, 202,936 shares underlying vested options to purchase common stock, 1 share of Series A Preferred, 214,006 shares of Series D Preferred, and 81,000 shares underlying vested options to purchase Series D Preferred.

Certain Relationships and Related Transactions, and Director Independence.

believe that Ambassador Roger Noriega, Cassiopeia Olson, Esq, and Stephen Petersen, CFA, are “independent” as such term is

defined with respect to directors by the NASDAQ Stock Market Rules.

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.

further described in the notes to the financial statements included herein, the company holds a 45.11% equity interest in Apollo Resources and its subsidiary Mineração Apollo, Ltda.;

and its 28.72% equity interest

in Jupiter Gold, which includes the accounts of Jupiter Gold’s wholly-owned subsidiary,

Mineração Jupiter Ltda.

the year ended December 31, 2022, Apollo Resources granted options to purchase an aggregate of 225,000 shares of its common stock to

Marc Fogassa at a price of $0.01 per share.

The options were valued at $331,858 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 ($4.00 to $5.00), expected dividend yield of 0%, historical volatility calculated between 49.2% and 58.01%, risk-free

interest rate between a range of 1.51% to 3.5%, and an expected term of 10 years.

As of December 31, 2022, an aggregate 225,000 Apollo

Resources common stock options were outstanding with a weighted average life of 9.33 years at an average exercise price of $0.01 and

an aggregated intrinsic value of $1,125,000.

Fogassa’s employment agreement with Apollo Resources stipulates an annual compensation

of $275,000 for his services as the chief executive officer, and such amount may be paid in stock of Apollo Resources or in cash or as

combination of stock and cash at the choice of Mr.

the year ended December 31, 2022, Jupiter Gold granted options to purchase an aggregate of 525,000 shares of its common stock to Marc

Fogassa at prices ranging between $0.01 to $1.00 per share.

The options were valued at $103,707 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 ($0.58 to $1.25), expected dividend yield of 0%, historical volatility calculated between 97.3% and 225.8%,

risk-free interest rate between a range of 1.51% to 3.5%, and an expected term between 5 and 10 years.

As of December 31, 2022, an aggregate

1,905,000 Jupiter Gold common stock options were outstanding with a weighted average life of 4.74 years at an average exercise price

of $0.57 and an aggregated intrinsic value of $1,077,050.

Fogassa’s employment agreement with Jupiter Gold stipulates an annual

compensation of $275,000 for his services as the chief executive officer, and such amount may be paid in stock of Jupiter Gold or in

cash or as combination of stock and cash at the choice of Mr.

In addition, in 2021 and 2022, Jupiter Gold paid $27,477 and $7,354,

respectively, for the medical, dental and vision insurance coverage for Mr.

Fogassa and his dependents.

Our Board of Directors has determined that Ambassador

Roger Noriega, Cassiopeia Olson, Esq, and Stephen Petersen, CFA, are “independent” as such term is defined with respect to

directors by the Nasdaq Stock Market Rules.

Please refer to our disclosures in “Overview of Corporate Governance” and “Committees

of our Board of Directors” for a more detailed discussion on these topics.

Principal Accounting Fees and Services.

December 2021, the Company engaged BF Borgers CPA PC (“Borgers”) as the Company’s independent registered public accounting

firm for the audit of the Company’s financial statements as of December 31, 2021.

Borgers was also retained as the Company’s

independent registered public accounting firm for the audit of the Company’s financial statements as of December 31, 2020.

fee that was billed by Borgers for the audit of our financial statements as of December 31, 2020 and for quarterly reviews during such

year was $44,820.

The Company expects that the total fees payable to Borgers for the audit of the Company’s financial statements

and for quarterly reviews during the year ended December 31, 2021 will be $44,820.

following table presents fees for professional audit services and other services rendered to us by BF Borgers CPA PC (“Borgers”)

for our fiscal years ended December 31, 2022 and 2021.

Audit-Related

Other Fees (4)

“Audit Fees” consist of fees billed for professional services rendered in connection with the audit of our annual financial

statements, review of our quarterly financial statements, and services that are normally provided by Borgers in connection with statutory

and regulatory filings or engagements.

(2)”Audit-Related

Fees” consist of fees billed for professional services for assurance and related services that are reasonably related to the performance

of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

“Tax Fees” consist of fees billed for professional services rendered by Borgers for tax compliance, tax advice and tax planning.

“All Other Fees” consist of fees billed for products and services other than the services reported in Audit Fees, Audit-Related

Fees, and Tax Fees.

Audit-Related

2021 or 2022, there were no fees paid to Borgers in connection with our compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

19 unchanged sentences

of services being provided by the independent registered public accounting firm, and the fees for the services performed to date.

All services performed

by and fees paid to Borgers for our fiscal years ended December 31, 2022 and 2021 were pre-approved by our audit committee.

Exhibits, Financial Statement Schedules

7 unchanged sentences

to Financial Statements.

listed on the accompanying Exhibit Index are filed as part of this Annual Report.

MINERALS, INC.

of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2021 and 2020

Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2021 and 2020

Statement of Stockholders’ Deficit

Statements of Cash Flows for the Years Ended December 31, 2021 and 2020

to the Consolidated Financial Statements

exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report.

LITHIUM CORPORATION.

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2022 and 2021

Consolidated Statement of Stockholders’ Equity (Deficit)

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

Notes to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm

the shareholders and the board of directors of Brazil Minerals, Inc.

the shareholders and the board of directors of Atlas Lithium Corporation.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Brazil Minerals, Inc.

as of December 31, 2021 and 2020, the related statements

of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years

then ended, in conformity with accounting principles generally accepted in the United States.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue

as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

have audited the accompanying consolidated balance sheets of Atlas Lithium Corporation as of December 31, 2022 and 2021, the related

statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the

years then ended, in conformity with accounting principles generally accepted in the United States.

financial statements are the responsibility of the Company’s management.

23 unchanged sentences

(2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

BF Borgers CPA PC

determined that there are no critical audit matters.

BF Borgers CPA PC (PCAOB ID 5041)

have served as the Company’s auditor since 2015

MINERALS, INC.

LITHIUM CORPORATION

BALANCE SHEETS

OF DECEMBER 31, 2021 AND 2020

of December 31, 2022 and December 31, 2021

and cash equivalents

current assets

cash equivalents

Accounts receivable

Taxes recoverable

Total current assets

Property and equipment, net

Intangible assets, net

Equity investments

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

Accounts payable and

accrued expenses

Convertible notes payable

Loans payable

and equipment, net

AND STOCKHOLDERS’ DEFICIT

payable and accrued expenses

party notes and other payables

Total current liabilities

Other noncurrent

Total liabilities

Stockholders’ deficit:

Series A preferred stock, $ 0.001 par value.

current liabilities

noncurrent liabilities

Stockholders’

A preferred stock, $ 0.001 par value.

10,000,000 shares authorized;

1 share issued and outstanding as of December 31, 2021 and December 31, 2020, respectively

Series D preferred stock, $ 0.001 par value.

1 share issued and outstanding as of December 31, 2022 and December

31, 2021, respectively

D preferred stock, $ 0.001 par value.

1,000,000 shares authorized;

214,006 and 0 shares as of December 31, 2021 and December 31, 2020, respectively

214,006 issued and outstanding as of December 31, 2022 and December

31, 2021, respectively

Preferred stock value

Common stock, $ 0.001 par value.

3,250,000,000

shares authorized;

3,109,178,852 and 1,997,930,297 shares as of December 31, 2021 and December 31, 2020, respectively

Additional paid-in capital

Accumulated other comprehensive

stock, $ 0.001

4,000,000,000

and 3,250,000,000 authorized;

and 4,145,575 shares issued and outstanding as of December 31, 2022 and December 31, 2021,

paid-in capital

other comprehensive loss

( 59,585,949 )

Total Brazil Minerals,

stockholders’ deficit

( 54,957,429 )

Atlas Lithium stockholders’ equity (deficit)

( 1,094,469 )

Non-controlling

stockholders’ equity (deficit)

( 1,496,252 )

liabilities and stockholders’ deficit

stockholders’ equity

liabilities and stockholders’ equity

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

MINERALS, INC.

LITHIUM CORPORATION

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

1 unchanged sentence

ended December 31

Cost of revenue

Operating expenses

Professional fees

General and administrative

Compensation and related

and administrative

and related costs

based compensation

operating expenses

Loss from operations

operating expenses

from operations

( 5,503,767 )

( 3,516,092 )

Other expense (income)

Interest on promissory

Amortization of debt

discounts and other fees

Extinguishment of debt

Forgiveness of accrued

interest payable on note payable

Loss on share exchange

agreement with related party

expense (income)

on promissory notes

of debt discounts and other fees

Extinguishment

expense (income)

other expense

Loss before provision

for income taxes

before provision for income taxes

( 5,659,579 )

( 4,025,465 )

Provision for income

for income taxes

( 5,659,579 )

2 unchanged sentences

( 1,031,059 )

loss attributable to Brazil Minerals, Inc.

( 1,253,107 )

$ ( 1,141,663 )

Basic and diluted loss per share

loss per share attributable to Brazil Minerals, Inc.

common stockholders

Weighted-average number of common shares

Basic and diluted

loss attributable to Atlas Lithium stockholders

$ ( 4,628,520 )

$ ( 2,772,358 )

Comprehensive loss:

and diluted loss per share

loss per share attributable to Atlas Lithium common stockholders

Weighted-average

number of common shares outstanding:

Comprehensive

$ ( 5,659,579 )

1 unchanged sentence

currency translation adjustment

Comprehensive loss

Comprehensive

( 5,937,238 )

3 unchanged sentences

( 1,040,488 )

( 1,258,595 )

Comprehensive

loss attributable to Brazil Minerals, Inc.

loss attributable to Atlas Lithium stockholders

$ ( 4,896,750 )

1 unchanged sentence

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

MINERALS, INC.

LITHIUM CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

1 unchanged sentence

A Preferred Stock

B Preferred Stock

C Preferred Stock

D Preferred Stock

Other Comprehensive

Noncontrolling

Stockholders’ Equity

Balance, December 31, 2019

1,132,435,380

Comprehensive

Stockholders’

December 31, 2020

$ ( 775,113 )

2 unchanged sentences

of related party convertible notes and other indebtedness into Series D preferred stock

of related party convertible notes and other indebtedness into Series D preferred stock, shares

of common stock in connection with sales made under private offerings

2 unchanged sentences

of common stock warrants in connection with the issuance of convertible debenture(s)

of common stock in connection with share exchange agreement with related party

of common stock to related parties in lieu of cash for loans payable and other accrued obligations

of convertible debenture(s) and other indebtedness into common stock

Exchange of common stock

for Jupiter Gold common stock

( 200,000,000 )

Stock based compensation

Change in foreign currency

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

in noncontrolling interest(s)

( 2,772,358 )

( 1,253,107 )

Balance, December 31,

( 4,025,465 )

December 31, 2021

$ ( 712,810 )

1 unchanged sentence

$ ( 712,810 )

of related party convertible notes and other indebtedness into Series D preferred stock

$ ( 54,957,429 )

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 in exchange for consulting, professional and other services

of common stock warrants in connection with the issuance of convertible debenture(s)

of convertible debenture(s) and other indebtedness into common stock

Stock based compensation

Change in foreign currency

of common stock in connection with purchase of mining rights

Exercise of warrants

based compensation

in foreign currency translation

of Jupiter Gold common stock in connection with equity offerings

3 unchanged sentences

( 5,659,579 )

Balance, December 31,

December 31, 2022

$ ( 981,040 )

1 unchanged sentence

$ ( 981,040 )

$ ( 59,585,949 )

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

MINERALS, INC.

LITHIUM CORPORATION

STATEMENTS OF CASH FLOWS

the years ended December 31, 2022 and 2021

Cash flows from operating activities of

continuing operations:

ended December 31

flows from operating activities of continuing operations:

$ ( 5,659,579 )

( 4,025,465 )

Adjustments to reconcile

net loss to cash used in operating activities:

Stock based compensation

Forgiveness of accrued

interest payable on note payable

Amortization of debt

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 share exchange

agreement with related party

Loss on extinguishment

Depreciation and amortization

Provision for excess

or obsolete inventory

Changes in operating

assets and liabilities:

Accounts receivable

Deposits and advances

Intangible assets

Accounts payable and

accrued expenses

Accrued salary due to

to reconcile net loss to cash used in operating activities:

based compensation and services

of debt discounts

stock issued in satisfaction of other financing costs

debt issued in satisfaction of other financing costs

stock issued in satisfaction of interest and other financing costs

on extinguishment of debt

and amortization

Intangible assets purchases payables

in operating assets and liabilities:

payable and accrued expenses

noncurrent liabilities

1 unchanged sentence

( 1,480,530 )

Cash flows from investing activities:

Acquisition of capital

( 1,101,680 )

flows from investing activities:

of capital assets

in intangible assets

( 2,668,827 )

cash used in investing activities

Cash flows from financing activities:

Loan from (to) officer

Net proceeds from sale

of common stock

Proceeds from sale of

subsidiary common stock to noncontrolling interests

Proceeds from convertible

notes payable

Proceeds from loans

( 2,846,356 )

flows from financing activities:

proceeds from sale of common stock

from sale of subsidiary common stock to noncontrolling interests

from convertible notes payable

of loans payable

cash provided by financing activities

Effect of exchange

rates on cash and cash equivalents

Net increase (decrease) in cash and cash

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

Shares issued in connection

with relief of related party payable

Common stock warrants

issued in connection with convertible promissory notes

of exchange rates on cash and cash equivalents

increase (decrease) in cash and cash equivalents

and cash equivalents at beginning of period

and cash equivalents at end of period

disclosure of non-cash investing and financing activities:

party convertible note payable exchanged for stock

issued in connection with conversion of debt and accrued interest

stock warrants issued in connection with convertible promissory notes

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

MINERALS, INC.

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

LITHIUM CORPORATION

TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

and Description of Business

Minerals, Inc.

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

under the laws

of the State of Nevada, U.S.

Lithium Corporation (“Atlas Lithium” 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 gold, diamonds, lithium, rare earths, titanium,

iron, nickel, and sand.

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

on mineral exploration.

of Presentation and Principles of Consolidation

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Actual results may differ from those estimates.

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.

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 generation

of revenue from its mining operations and projects.

Management’s secondary plan to cover any shortfall is selling its equity

securities, including common stock in the Company, or common stock in Apollo Resources and Jupiter Gold that it owns, and obtaining

debt financing.

There can be no assurance the Company will be successful in these efforts.

Value of Financial Instruments

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Company’s financial instruments consist of cash and cash equivalents, accounts receivable, taxes receivable, prepaid expenses,

deposits and other assets, accounts payable, accrued expenses and convertible notes payable.

The carrying amount of these financial instruments

approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise

disclosed in these consolidated financial statements.

deposits and other assets, accounts payable and accrued expenses.

The carrying amount of these financial instruments approximates fair

value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these

consolidated financial statements.

and Cash Equivalents

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receivable have failed, the receivable is written off against the allowance.

for the Company consisted of ore stockpile, containing auriferous and diamondiferous gravel, which after processing in a recovery plant

yields diamonds and gold, and is stated at lower of cost or market.

No value was placed on sand.

The amount of any write-down of inventories

to net realizable value and all losses, are recognized in the period the write-down of loss occurs.

During fiscal 2021, management refocused

on our hard-rock lithium project and wrote off the balance of our unprocessed auriferous and diamondiferous gravel for $ 135,656 included

in the cost of revenue, and $ 0 as at December 31, 2020.

Company records a receivable for value added taxes receivable from Brazilian authorities on goods and services purchased by its Brazilian

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method or cost method in accordance with the applicable GAAP.

Company has concluded that Apollo Resources, Jupiter Gold and their subsidiaries are VIEs

in accordance with applicable accounting standards and guidance;

and although the operations of Apollo Resources and Jupiter Gold are

independent of the Company, through governance rights, the Company has the power to direct the activities that are most significant to

Apollo Resources and Jupiter Gold.

Therefore, the Company concluded that it is the primary beneficiary of both Apollo Resources and Jupiter

Company has concluded that Apollo Resources, Jupiter Gold and their subsidiaries are VIEs in accordance with applicable accounting standards

and guidance;

and although the operations of Apollo Resources and Jupiter Gold are independent of the Company, through governance rights,

the Company has the power to direct the activities that are most significant to Apollo Resources and Jupiter Gold.

Therefore, the Company

concluded that it is the primary beneficiary of both Apollo Resources and Jupiter Gold.

Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

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a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met:

customer can benefit from the good or service either on its own or together with other resources

that are readily available to the customer

entity’s promise to transfer the good or service to the customer is separately identifiable

from other promises in the contract (i.e., If a good or service is not distinct, the good

or service is combined with other promised goods or services until a bundle of goods or services

is identified that is distinct.

customer can benefit from the good or service either on its own or together with other resources that are readily available to the

entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract

(i.e., If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle

of goods or services is identified that is distinct.

transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods

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of Goods Sold

within costs of goods sold are the costs of cutting and polishing rough diamonds and costs of production such as diesel fuel, labor,

and transportation.

within costs of goods sold are costs of production such as diesel fuel, labor, and transportation.

Company records stock-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation.

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For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

The Company has identified the United States Federal tax returns as its “major” tax

jurisdiction.

The Company has identified the United States Federal tax returns as its “major” tax jurisdiction.

December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (“TCJA”), which instituted fundamental changes to

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dilutive potential common shares outstanding during the period.

As of December 31, 2021, the Company’s potentially dilutive securities

relate to common stock issuable in connection with convertible notes payable, options and warrants.

As of December 31, 2021, if all holders

of preferred stock, convertible notes payable, options and warrants exercised their right to convert their securities to common stock,

the common stock issuable would be in excess of the Company’s authorized, but unissued shares of common stock.

As of December 31, 2022, if all holders of preferred stock, options and

warrants exercised their right to convert their securities to common stock, the common stock issuable would be in excess of the Company’s

authorized, but unissued shares of common stock.

Comprehensive Income

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OF PROPERTY AND EQUIPMENT

December 31, 2022

December 31, 2021

Capital assets subject to depreciation:

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OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

Accounts payable and other accruals

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3 – CONVERTIBLE PROMISSORY NOTES PAYABLE

following tables set forth the components of the Company’s convertible debentures as of December 31, 2021 and 2020:

SCHEDULE OF CONVERTIBLE DEBENTURES

Convertible notes payable –

fixed conversion price

Convertible notes payable – variable

conversion price

loan discounts

Total convertible

following table sets forth a summary of change in our convertible notes payable for the years ended December 31, 2022 and 2021:

SUMMARY OF CHANGE IN CONVERTIBLE NOTES PAYABLE

OF CHANGE IN CONVERTIBLE NOTES PAYABLE

Beginning balance

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Lender adjustments for penalties or defaults

Debt discounts recorded related to issuance

of convertible notes payable

Amortization of debt discounts associated

with convertible debt

Increase in principal amounts outstanding

due to lender adjustments per terms of the note agreements

Conversion of convertible note principal

into common stock

Debt discounts recorded related to issuance of convertible notes payable

Amortization of debt discounts associated with convertible debt

Increase in principal amounts outstanding due to lender adjustments per terms of the note agreements

Conversion of convertible note principal into common stock

( 1,038,932 )

Repayments of convertible

notes payable

Total convertible

Repayments of convertible notes payable

Total convertible notes, net

Notes Payable - Fixed Conversion Price

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$ 4,241.10 in accrued interest.

As of December 31, 2021, the balance of the note was $ 0 , and all discounts were fully amortized.

As of December 31, 2022 and 2021, the balance of the note was $ 0 , and all discounts were fully amortized.

Notes Payable - Variable Conversion Price

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May 7, 2021, the Company repaid $ 270,000 in note principal and $ 6,391 in accrued interest to the holder.

As of December 31, 2021, the

principal balance on the note was $ 0 .

4 – LOANS PAYABLE

of December 31, 2020, the Company had $ 235,308 in principal outstanding from bridge loans.

The loans payable bear interest at 8.0 % per

annum and are payable upon demand.

In February 2021, the Company repaid the full principal balance of $ 235,308 and accrued interest of

As of December 31, 2021, the balance of these notes was $ 0 .

As of December 31, 2022 and

2021, the principal balance on the note was $ 0 .

4 – OTHER NONCURRENT LIABILITIES

noncurrent liabilities are comprised solely of social contributions and other employee-related costs at our operating subsidiaries located

The Company has been funding these amounts upon the termination of a worker or employee.

The balance of these employee related

costs as of December 31, 2021 and 2020 amounted to $ 108,926 and $ 121,250 , respectively.

6 – STOCKHOLDERS’ DEFICIT

The balance of these employee related costs as of December 31, 2022 and 2021 amounted to $ 78,964 and $ 108,926 , respectively.

5 – STOCKHOLDERS’ EQUITY

and Amendments

of December 31, 2022, the Company had 4,000,000,000 common shares authorized with a par value of $ 0.001 per share.

Series A Preferred Stock

A Preferred Stock

December 18, 2012, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series

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Ended December 31, 2022 Transactions

December 20, 2022, we filed a Certificate of Amendment to our Articles of Incorporation (the “Amendment”) to effect a reverse

stock split of our issued and outstanding shares of common stock at a ratio of 1-for-750 (the “Reverse Stock Split”) .

the Reverse Stock Split, each 750 shares of our issued and outstanding shares of common stock were automatically converted into one issued

and outstanding share of common stock, without any change in par value per share.

No fractional shares were issued as a result of the

Reverse Stock Split and no cash or other consideration was paid.

Instead, we issued one whole share of the post-split common stock to

any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

The Reverse Stock Split

did not affect the number of shares of authorized stock.

Our common stock began trading on a Reverse Stock Split-adjusted basis on December

23, 2022 and was assigned a new temporary ticker symbol “ATLXD” for the 20 business days following the reverse stock split

and on the 21 st day, it will change back to “ATLX.”

the year ended December 31, 2022, the Company issued 832,439 shares of common stock for gross proceeds of $ 3,901,524 pursuant to subscription

agreements with accredited investors.

Additionally, the Company issued 116,959 shares of common stock valued at $ 1,000,000 for mining

rights purchases.

Ended December 31, 2021 Transactions

the year ended December 31, 2021, the Company issued 174,019,679 shares of common stock for gross proceeds of $ 941,009 pursuant to subscription

agreements with accredited investors.

Additionally, the Company issued 523,710,635 shares of common stock upon conversion of $ 1,362,988

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to contractors for services provided.

Ended December 31, 2020 Transactions

the year ended December 31, 2020, the Company received $ 320,000 in gross proceeds from the sale of 415,000,000 shares of its common stock

to accredited investors.

Additionally, the Company issued 5,000,000 shares of common stock to an accredited investor pursuant to a subscription

agreement dated April 18, 2018 for which the funds were received in a prior period.

the year ended December 31, 2020, the Company issued 32,565,515 shares of common stock valued at $ 43,658 to non-employees for services

Additionally, the Company issued 397,145,607 shares of common stock upon conversion of $ 164,820 in convertible notes payable

and accrued interest.

the year ended December 31, 2020, the Company exchanged 200,000,000 shares of common stock returned by an accredited investor for 150,000

shares of Jupiter Gold’s common stock held as an investment by the Company.

The Company used the quoted fair value of each entity’s

common stock on the dates of exchange to determine the exchange ratio.

Note 8 – Related Party Transactions for additional disclosures of common stock issuances.

Stock Options

the year ended December 31, 2021, the Company granted options to purchase common stock to officers and non-management directors.

options were valued using the Black-Scholes option pricing model with the following average assumptions:

OF BLACK-SCHOLES OPTION PRICING MODEL WITH AVERAGE ASSUMPTIONS

Expected volatility

Risk-free interest

Stock price on date

the year ended December 31, 2022 and 2021, the Company granted options to purchase common stock to officers and non-management directors.

The options were valued using the Black-Scholes option pricing model with the following average assumptions:

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

of Options Outstanding and Vested

Outstanding, January 1, 2021

Expected volatility

216.34 % – 354.13 %

44.8 % – 124.4 %

Risk-free interest rate

1.44 % – 4.05 %

0.9 % – 1.75 %

Stock price on date of grant

$ 0.7500 - $ 12.3750

$ 0.30 - $ 6.00

Dividend yield

Expected term

OF OUTSTANDING AND EXERCISABLE OPTIONS

Number of Options Outstanding and Vested

Exercise Price

Remaining Contractual

Aggregated Intrinsic

Outstanding, January 1, 2022

Outstanding and vested, December 31, 2022

following table reflects all outstanding and exercisable preferred stock options as at December 31, 2021.

All preferred stock options

immediately vest and are exercisable for a period of ten years from the date of issuance.

The common stock options issued in the year ended

December 31, 2022 were issued with a grant date fair value of $ 58,685 .

following table reflects all outstanding and exercisable Series D preferred stock options as at December 31, 2022.

All preferred

stock options immediately vest and are exercisable for a period of ten years from the date of issuance.

of Options Outstanding and Vested

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Intrinsic Value

Outstanding, January 1, 2021

Outstanding and vested, December 31,

options were valued at $ 1,104,364 in total.

the year ended December 31, 2020, the Company granted options to purchase an aggregate of 43,915,500 shares of common stock to non-management

The options were valued using the Black-Scholes option pricing model with the following average assumptions:

our stock price

on the date of the grant which ranged between $ 0.0009 and $ 0.0014 , expected dividend yield of 0.0 %, historical volatility calculated

between 135.35 % and 221.07 %, risk-free interest rate between 0.28 % and 0.38 %, and an expected term of 5 years.

The options were valued

at $ 50,000 in total.

January 1, 2021

and vested, December 31, 2022

1 This presents the exercise price required to purchase 13.34 shares of common stock, as one

share of Series D Stock is convertible into 13.34 shares of common stock at any time at the election of the holder.

The Series D preferred stock options issued in the

year ended December 31, 2022 were issued with a grant date fair value of $ 863,076 .

During the year ended December

31, 2021, the Company granted common stock options and Series D preferred stock options to purchase an aggregate of 486,786 shares of

common stock to officers and non-management directors.

The options were valued using the Black-Scholes option pricing model with the following

average assumptions:

our stock price on the date of the grant which ranged between $ 0.3000 and $ 6.0000 , expected dividend yield of 0.0 %,

expected volatility between 44.80 % and 124.40 % estimated based on historical share price volatility, risk-free interest rate between 0.90 %

and 1.75 %, and an expected term of 10 years.

The options were valued with a total grant date fair value of $ 1,104,364 .

Note 7 – Related Party Transactions for more information related to stock options issued and outstanding for the Company’s

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following table reflects all outstanding and exercisable warrants at December 31, 2022.

All warrants are exercisable for a period of

nine months to four years from the date of issuance:

All warrants are exercisable for a period of two

to four years from the date of issuance:

SCHEDULE OF WARRANT ACTIVITY

of Warrants Outstanding

Average Exercise Price

Number of Warrants Outstanding

Weighted Average Exercise Price

Weighted Average Contractual

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Warrants exercised

( 306,770,000 )

Warrants expired

( 15,000,000 )

Outstanding and vested, December 31, 2022

of December 31, 2021, the warrants outstanding has an aggregated intrinsic value of $ 0 .

The stock purchase warrants issued in the year ended

December 31, 2022 were issued with a grant date fair value of $ 807,308 .

The warrants were valued using the Black-Scholes option pricing

model with the following ranges of assumptions:

our stock price on the date of the grant which ranged between $ 7.5750 and $ 12.6750 , expected

dividend yield of 0.0 %, expected volatility between 188.48 % and 197.45 % estimated based on historical share price volatility, risk-free

interest rate between 2.79 % and 3.79 %, and an expected term of 2 to 4 years.

6 – COMMITMENTS AND CONTINGENCIES

rents office space as its principal executive offices in Pasadena, California for approximately $ 5,750 on a month-to-month basis.

Company also rents office space in the municipality of Olhos D’Agua, Brazil.

Such costs are immaterial to the condensed consolidated

financial statements.

Company rents office space in the U.S.

for approximately $ 5,750

on a month-to-month basis.

The Company also rents office space in Brazil.

Such costs are immaterial to the consolidated financial statements.

7 - RELATED PARTY TRANSACTIONS

Executive Officer

following tables set forth the components of the Company’s related party payables as of December 31, 2021 and 2020:

OF RELATED PARTY TRANSACTIONS

Convertible notes payable to

related party

June 30, 2018, the Company issued a convertible promissory note in the principal amount of $ 445,628 to its Chief Executive Officer against

a portion of these unpaid compensatory balances.

The note bears no interest and is payable on demand.

The note is convertible at the

option of the holder at the lower of (i) the average of the five lowest bid prices of the Company’s common stock over the previous

20 trading days or (ii) the lowest price per share at which the Company sold its common stock in a transaction with a person who is not

a manager, officer, or director of the Company during the period from the date hereof until the giving of notice of the election to convert

or the lowest price per share at which a noteholder who is not a manager, officer, or director of the Company converted any debt of the

Company into shares of the Company during the period from the date hereof until the giving of notice of the election to convert.

note’s conversion rate has a floor of $ 0.0001 .

Total debt discounts related to the beneficial conversion features of $ 445,628 were

recorded and are being amortized over a one-year period consistent with the maturity dates of convertible notes issued to third party

As of December 31, 2021, all discounts were fully amortized.

April 7, 2019, the Company’s board of directors approved the issuance of a convertible note in the principal amount of $ 261,631

to its Chief Executive Officer against a portion of these unpaid compensatory balances.

The note bears interest at an annual rate of

6.0 % and is payable on demand.

The note is convertible at the option of the holder at the lower of (i) $ 0.00045 or (ii) the lowest price

per share at which a noteholder who is not a manager, officer, or director of the Company converted any debt of the Company into common

stock of the Company during the period from the date hereof until the giving of notice of the election to convert.

Total debt discounts

related to the beneficial conversion features of $ 261,631 were recorded and are being amortized over a one-year period consistent with

the maturity dates of convertible notes issued to third party holders.

As of December 31, 2021, all discounts were fully amortized.

June 30, 2019, the Company’s board of directors approved the issuance of a convertible note in the principal amount of $ 61,724

to its Chief Executive Officer against a portion of these unpaid compensatory balances.

The note bears interest at an annual rate of

6.0 % and is payable on demand.

The note is convertible at the option of the holder at the lower of (i) $ 0.0003 or (ii) the lowest price

per share at which a noteholder who is not a manager, officer, or director of the Company converted any debt of the Company into common

stock of the Company during the period from the date hereof until the giving of notice of the election to convert.

Total debt discounts

related to the beneficial conversion features of $ 61,724 were recorded and are being amortized over a one-year period consistent with

the maturity dates of convertible notes issued to third party holders.

As of December 31, 2021, all discounts were fully amortized.

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.

The conversion rate was modified from $ 0.0003 per share of common stock to $ 3.00 per

share of Series D Stock due to the change in the underlying security.

The Company did not record any dividend or expense as the conversion

resulted in an equal exchange of underlying shares of common stock

March 11, 2020, the Company issued 200,000 shares of its common stock with a fair value of $ 280 , or $ 0.0014 per share, to its Chief Executive

Officer in lieu of cash for loans payable and other accrued obligations.

December 3, 2020, the Company issued 161,636,427 shares of common stock to its Chief Executive Officer in connection with the exercise

stock options acquired on February 19, 2019 as described above.

Gold Corporation

the year ended December 31, 2021, Jupiter Gold granted options to purchase an aggregate of 315,000 shares of its common stock to Marc

Fogassa at prices ranging between $ 0.01 to $ 1.00 per share.

The options were valued at $ 148,853 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 ($ 0.19 to $ 1.45 ), expected dividend yield of 0 %, historical volatility calculated between 97.3 % and 200.6 %,

risk-free interest rate between a range of 0.81 % to 1.75 %, and an expected term between 5 and 10 years.

the year ended December 31, 2022, Jupiter Gold granted options to purchase an aggregate of 525,000

shares of its common stock to Marc Fogassa at

prices ranging between $ 0.01

The options were valued at $ 103,707

and recorded to stock-based compensation.

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 ($ 0.58

expected dividend yield of 0 %,

historical volatility calculated between 97.3 %

risk-free interest rate between a range of 1.51 %

and an expected term between 5

As of December 31, 2022, an aggregate

2,270,000 Jupiter Gold common stock options were outstanding with a weighted average life of 3.11 years at an average exercise price

of $ 0.93 and an aggregated intrinsic value of $ 402,800 .

Jupiter Gold common stock options were outstanding

with a weighted average life of 4.74

years at an average exercise price of $ 0.57

and an aggregated intrinsic value of $ 1,077,050 .

Fogassa’s employment agreement with Jupiter Gold stipulates an annual compensation of $ 275,000 for his services as the chief

executive officer, and such amount may be paid in stock of Jupiter Gold or in cash or as combination of stock and cash at the choice

Resource Corporation

the year ended December 31, 2021, Apollo Resources granted options to purchase an aggregate of 135,000 shares of its common stock to

Marc Fogassa at a price of $ 0.01 per share.

The options were valued at $ 217,129 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 ($ 4.00 to $ 5.00 ), expected dividend yield of 0 %, historical volatility calculated between 49.2 % and 98.3 %, risk-free

interest rate between a range of 0.92 % to 1.75 %, and an expected term of 10 years.

As of December 31, 2021, the options were fully exercised.

the year ended December 31, 2022, Apollo Resources granted options to purchase an aggregate of 225,000

shares of its common stock to Marc Fogassa at

a price of $ 0.01

The options were valued at $ 331,858

and recorded to stock-based compensation.

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 ($ 4.00

expected dividend yield of 0 %,

historical volatility calculated between 49.2 %

risk-free interest rate between a range of 1.51 %

and an expected term of 10

As of December 31, 2022, an aggregate

Apollo Resources common stock options were outstanding

with a weighted average life of 9.33

years at an average exercise price of $ 0.01

and an aggregated intrinsic value of $ 1,125,000 .

Fogassa’s employment agreement with Apollo Resources stipulates an annual compensation of $ 275,000 for his services as the

chief executive officer, and such amount may be paid in stock of Apollo Resources or in cash or as combination of stock and cash at the

choice of Mr.

8 – RISKS AND UNCERTAINTIES

light of the SEC’s Division of Corporate Finance Disclosure Guidance Topic Number 9, dated March 25, 2020, on the impact of COVID-19,

the Company notes the following:

Company has not had any reports of COVID-19 among its workforce;

Company has been able to continue local operations of the Company in Brazil as they are located in a rural area currently unaffected

by any lockdown restrictions implemented elsewhere in Brazil;

between the U.S.

and Brazil has essentially ceased;

this is mitigated by the use of live streaming video and other methods as needed;

exploratory research of some of the Company’s projects have been delayed as certain municipalities in Brazil have unilaterally

restricted the entry of outside persons;

these actions are being legally challenged by branches of the state administration and the

Company is monitoring all new developments;

Company has postponed any expenses which are not critical to it at the moment.

Company operates primarily in Brazil which exposes it to currency risks.

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local currency equivalent at the time of the original activity.

Company’s condensed consolidated financial statements are denominated in U.S.

Company’s consolidated financial statements are denominated in U.S.

Accordingly, changes in exchange rates between

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in these consolidated financial statements , except for these:

a) On March 16, 2022, the Company terminated the

Consulting Services Agreement previously entered into with Jason Baybutt, Chief Operating Officer of Pubco Reporting Solutions, who,

prior to the termination of the Consulting Services Agreement, served as the Company’s Chief Financial Officer, Principal Accounting

Officer, and Treasurer since December 29, 2021.

On March 16, 2022, the Company appointed Gustavo Pereira de Aguiar, age 39, as the Company’s

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 million.

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,

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.

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.

b) On March 21, 2021, the Company filed with the

Secretary of State of Nevada the Certficate of Amendment to the Company’s Articles of Incorporation to increase the number of authorized

shares of common stock issuable by the Company from 3,250,000,000 to 4,000,000,000 .

of Incorporation of the Company filed with the Secretary of State of Nevada on December 15, 2011.

Incorporated by reference to Exhibit

3.1 to the Registration Statement on Form S-1 filed by the Company on April 6, 2012.

of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on

December 26, 2012.

of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of

Nevada on December 18, 2012.

Incorporated by reference to Company’s Current Report on Form 8-K filed with the Commission on

December 26, 2012.

of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on

January 28, 2013.

of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on August 27,

On January 9, 2023 (the “Effective Date”), Atlas Lithium Corporation, entered into an underwriting agreement (the “Underwriting

Agreement”) with EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named therein (the “Representative”),

pursuant to which the Company agreed to sell an aggregate of 675,000 shares of the Company’s common stock, par value $ 0.001 (“Common

Stock”), to the Representative, at a public offering price of $ 6.00 per share (the “Offering Price”) in a firm commitment

public offering (the “Offering”).

The Company also granted the Representative a 45-day option to purchase up to 101,250 additional

shares of the Company’s Common Stock upon the same terms and conditions for the purpose of covering any over-allotments in connection

with the Offering (the “Over-Allotment Option”).

On January 11, 2023, the Representative delivered its notice to exercise

the Over-Allotment Option in full.

shares of common stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No.

filed with the Securities and Exchange Commission (the “Commission”) and declared effective by the Commission on January

9, 2023 (the “Registration Statement”).

The consummation of the Offering took place on January 12, 2023 (the “Closing”).

connection with the Closing, the Company issued to the Representative, and/or its permitted designees, as a portion of the underwriting

compensation payable to the Representative, warrants to purchase an aggregate of 33,750 shares of Common Stock, equal to 5% of the number

of shares of Common Stock sold in the Offering (excluding the Over-Allotment option), at an exercise price of $ 7.50 , equal to 125% of

the Offering Price (the “Representative’s Warrants”) .

The Representative’s Warrants are exercisable for a period

of five years from the effective date of the Registration Statement, provided that they are subject to a mandatory lock-up for 180 days

from the commencement of sales of the Offering in accordance with FINRA Rule 5110(e).

gross proceeds from the Offering were $ 4,657,500 before deducting underwriting discounts and commissions of 7% of the gross proceeds,

and estimated Offering expenses.

The Company intends to use the net proceeds from the Offering to expand and accelerate its exploration

program leading to the identification and quantitative measurement of prospective lithium deposits, as well as for exploration for other

mineral deposits in its other properties, including drilling and assessment of deposits and reserves, if any, as well as for working

capital and general corporate purposes.

The Company may also use some amount of the proceeds for the acquisition of additional mineral

rights and/or mines, and mining assets such as earth moving equipment, processing and recovery units, among others.

The total expenses

of the Offering are estimated to be $ 537,581.43 , which included the underwriting discounts and commissions, the Representative’s

reimbursable expenses relating to the Offering, and the Company’s legal expenses.

On January 19, 2023, the Company consummated a transaction in which it acquired five lithium mineral rights (the “Mineral Rights”)

totaling 1,090.88 hectares (~ 2,696 acres) owned by an unrelated Brazilian mining enterprise pursuant to a Mineral Rights Purchase Agreement

(the “Acquisition Agreement”).

The Mineral Rights are located in the municipalities of Araçuaí and Itinga,

in a region known as “Lithium Valley” in the state of Minas Gerais in Brazil.

The Company’s technical team studied

the Mineral Rights and believes that they hold potential for lithium-bearing mineralization.

The Company has reasons to believe that

the acquisition of the Mineral Rights was part of a competitive process.

Company’s obligations under the Acquisition Agreement are:

of $ 400,000 , which payment took place on January 19, 2023, and issuance of $ 750,000 worth of restricted shares of common stock of

of $ 100,000 for each of the five areas comprising the Mineral Rights to be made upon the publication in the official gazette of the

government of the title transfer of each such area to the Company;

each of the five areas comprising the Mineral Rights, 30 days after the payment described in item b above, the initiation of ten

monthly payments of $ 22,000 ;

the Mineral Rights eventually yield at least five million tons of spodumene (a lithium-bearing mineral) containing at least an average

of 1.3% Li 2 O, as determined by a technical report prepared by an independent consulting firm pursuant to the requirements

of Regulation S-K 1300 (“SK1300 Report”), then an additional payment of 10 monthly installments of $10,000

and an additional issuance of $500,000 worth of restricted shares of common stock of the Company are to be made;

the Mineral Rights eventually yield at least 10 million tons of spodumene containing at least an average of 1.3% Li 2 O,

as determined by an SK1300 Report, then an additional payment of 10 monthly installments of $10,000 and an additional issuance of

$500,000 worth of restricted shares of common stock of the Company are to be made ;

the Mineral Rights eventually yield more than 10 million tons of spodumene containing at

least an average of 1.3% Li 2 O, as determined by an SK1300 Report, then a payment

of $0.20 per each ton above 10 million tons is to be made .

On January 30, 2023, the company entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with two

investors (the “ Investors ”), pursuant to which the Company agreed to issue and sell to the Investors in a Regulation

S private placement (the “ Private Placement ”) an aggregate of 640,000 restricted shares of the Company’s common

stock (the “ Shares ”), par value $ 0.001 per share.

The purchase price for the Shares was $ 6.25 per share, for total

gross proceeds of $ 4,000,000 .

The Private Placement transaction closed on February 1, 2023.

The Company currently intends to use the

net proceeds from the Private Placement for general working capital purposes.

The Investors have each made customary representations,

warranties and covenants, including, among other things, that each of the Investors is a “non-U.S.

Person” as defined in

Regulation S, and that they were not solicited by means of generation solicitation.

Articles of Incorporation of the Company filed with the Secretary of State of Nevada on December 15, 2011.

Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed by the Company on April 6, 2012.

Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 18, 2012.

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 26, 2012.

Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on December 18, 2012.

Incorporated by reference to Company’s Current Report on Form 8-K filed with the Commission on December 26, 2012.

Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 24, 2012.

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 28, 2013.

Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on August 27, 2019.

Incorporated by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed with the Commission on April 14, 2020.

of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on July 16,

Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on July 16, 2020.

Incorporated by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed with the Commission on March 31, 2021.

and Restated By-laws of the Company.

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed

with the Commission on April 12, 2021.

of Designations, Preferences and Rights of Series D Convertible Preferred Stock filed with

the Secretary of State of the State of Nevada on September 16, 2021.

Incorporated by reference

to Exhibit 3.8 to the Form S-1 filled with the Commission on January 28, 2022.

of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on March 21,

Stock Purchase Agreement between the Company and Triton Funds LLC dated February 26, 2021.

Incorporated by reference to Exhibit 1

to the Form 8-K filed with Commission on March 3, 2021.

Stock Purchase Warrant between the Company and Triton Funds LLC dated February 26, 2021.

Incorporated by reference to Exhibit 2 to

the Form 8-K filed with Commission on March 3, 2021.

of Warrant between the Company and Warberg Funds.

Incorporated by reference to Exhibit 4.6 to the Form S-1 filled with the Commission

on January 28, 2022.

of Warrant between the Company and investors other than Warberg Funds.

Incorporated by reference to Exhibit 4.7 to the Form S-1 filled

with the Commission on January 28, 2022.

and Restated Employment Agreement Between Marc Fogassa and the Company.

Incorporated by reference to Exhibit 10.1 to the Form S-1

filled with the Commission on January 28, 2022.

Stock Incentive Plan incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with

the Commission on December 8, 2017.

between the Company and GW Holdings Group LLC dated November 15, 2021.

Incorporated by reference to Exhibit 10.3 to the Form S-1

filled with the Commission on January 28, 2022.

of Securities Purchase Agreement between the Company and funds managed by Warberg Asset Management LLC (“Warberg Funds”).

Amended and Restated By-laws of the Company.

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form

8-K filed with the Commission on April 12, 2021.

Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on September 16, 2021.

Incorporated by reference to Exhibit 3.8 to the Form S-1 filled with the Commission on January 28, 2022.

of Securities Purchase Agreement between the Company and investors other than Warberg Funds.

Incorporated by reference to Exhibit

10.5 to the Form S-1 filled with the Commission on January 28, 2022.

of the Company.

Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the Commission

on March 31, 2021.

Certification

of the Chief Executive Officer pursuant to Section 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification

of Chief Financial Officer pursuant to Section 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification

of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 135, as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002.*

Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 20, 2022.

Incorporated by reference to Exhibit 3.1 to the Form 10-K filed with the Commission on December 22, 2022.

Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on March 21, 2022.

Incorporated by reference to Exhibit 3.9 to the Form 10-K filed with the Commission on March 29, 2022.

Common Stock Purchase Agreement between the Company and Triton Funds LLC dated February 26, 2021.

Incorporated by reference to Exhibit 1 to the Form 8-K filed with Commission on March 3, 2021.

Common Stock Purchase Warrant between the Company and Triton Funds LLC dated February 26, 2021.

Incorporated by reference to Exhibit 2 to the Form 8-K filed with Commission on March 3, 2021.

Form of Warrant between the Company and Warberg Funds.

Incorporated by reference to Exhibit 4.6 to the Form S-1 filled with the Commission on January 28, 2022.

Form of Warrant between the Company and investors other than Warberg Funds.

Incorporated by reference to Exhibit 4.7 to the Form S-1 filled with the Commission on January 28, 2022.

Form of Representative’s Warrant.

Incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 13, 2023.

Description of Capital Stock.*

2017 Stock Incentive Plan incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with the Commission on December 8, 2017.#

Agreement between the Company and GW Holdings Group LLC dated November 15, 2021.

Incorporated by reference to Exhibit 10.3 to the Form S-1 filled with the Commission on January 28, 2022.

Form of Securities Purchase Agreement between the Company and funds managed by Warberg Asset Management LLC (“Warberg Funds”).

Incorporated by reference to Exhibit 10.4 to the Form S-1 filled with the Commission on January 28, 2022.

Form of Securities Purchase Agreement between the Company and investors other than Warberg Funds.

Incorporated by reference to Exhibit 10.5 to the Form S-1 filled with the Commission on January 28, 2022.

Form of Securities Purchase Agreement incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on February 3, 2023.

Consulting Services Agreement between the Company and Jason Baybutt.

Incorporated by reference to Exhibit 10.1 to the Form 10-Q filed with the Commission on May 13, 2022.

Amended and Restated Employment Agreement Between Marc Fogassa and the Company.

Incorporated by reference to Exhibit 10.1 to the Form S-1 filled with the Commission on January 28, 2022.#

Employment Agreement between the Company and Gustavo Pereira de Aguiar.

Incorporated by reference to Exhibit 10.2 to the Form 10-Q filed with the Commission on May 13, 2022.#

Form of Securities Purchase Agreement.

Incorporated by reference to Exhibit 10.1 to the Form 8-K filled with the Commission on February 3, 2023.

Mineral Rights Agreement dated January 19, 2023 relating to the acquisition of f ive lithium mineral rights.*

Subsidiaries of the Company.

Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March 31, 2021.

Certification of the Chief Executive Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Chief Financial Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Chief Executive Officer and pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification of the Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Technical Report Summary on the Rio Piracicaba Project from Apollo Resources Corporation.

Incorporated by reference to Exhibit 96.1 to the Current Report on Form 8-K/A filed with the SEC on June 3, 2022.

Technical Report Summary on the Das Neves Lithium Project.

Incorporated by reference to Exhibit 96.1 to the Current Report on Form 8-K filed with the SEC on September 8, 2022.

Data files pursuant to Rule 405 of Regulation S-T.

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to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf

by the undersigned, thereunto duly authorized, in the City of Beverly Hills, State of California, on March 25, 2022.

Minerals, Inc.

Chief Executive

to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities

indicated below:

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Furnished herewith

Indicates management contract

or compensatory plan

Form 10-K Summary

Company has elected not to provide a summary.

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.

Lithium Corporation

March 30, 2023

Executive Officer

Pursuant to the

requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated:

Executive Officer (Principal Executive Officer) and Chairman of the Board

Gustavo Pereira de Aguiar

March 25, 2022

Pereira de Aguiar

Chief Financial Officer

(Principal Financial and Accounting Officer)

Financial Officer (Principal Financial and Accounting Officer)

Roger Noriega

March 25, 2022

Roger Noriega

Cassiopeia Olson

March 25, 2022

Stephen Peterson

March 25, 2022

Peterson, CFA

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-K

Item 9A. Controls and Procedures