Atlas Lithium Corp 10-K

Item 9A. Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures The Company’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, has evaluated the design, operation, and effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of December 31, 2022. 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. (b) Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control system is designed to provide reasonable assurance to management and to the Company’s Board of Directors regarding the preparation and fair presentation of published financial statements. Under the supervision and with the participation of management, including the Company’s Principal Executive Officer and Principal Financial Officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on 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, 2022, at a reasonable assurance level. 52 Table of Contents This 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 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. (c) Changes in Internal Control over Financial Reporting There were no changes in the Company’s internal control over financial reporting that occurred in the fourth quarter of 2022 that materially affected, or would be reasonably likely to materially affect, the Company’s internal control over financial reporting. (d) Limitations of the Effectiveness of Internal Controls The 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. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth certain information as of the date of this Report, concerning our directors and executive officers: Name Age Position Marc Fogassa 56 Chairman, Chief Executive Officer, Director Ambassador Robert Noriega 63 Independent Director, Member of the Audit Committee Cassiopeia Olson, Esq. 45 Independent Director, Member of the Audit Committee Stephen R. Petersen, CFA 67 Independent Director, Member of the Audit Committee Gustavo Pereira de Aguiar 40 Chief Financial Officer, Treasurer, Principal Accounting Officer Brian W. Bernier 64 Vice-President, Corporate Development and Investor Relations Joel de Paiva Monteiro, Esq. 32 Chief of Environmental, Social and Corporate Governance (ESG), Vice-President, Administration and Operations, and Secretary Volodymyr Myadzel, PhD, Geol. 47 Senior Vice-President, Geology Areli Nogueira da Silva Júnior, Geol. 42 Vice-President, Mineral Exploration 53 Table of Contents Marc Fogassa , age 56, has been a director and our Chairman and Chief Executive Officer since 2012. He has extensive experience in venture capital and public company chief executive management. He has served on boards of directors of multiple private companies in various industries, and has been invited to speak about investment issues, particularly as related to Brazil. Mr. Fogassa double majored at the Massachusetts Institute of Technology (M.I.T.), graduating with two Bachelor of Science degrees in 1990. He later graduated from the Harvard Medical School with a Doctor of Medicine degree in 1995, and also from the Harvard Business School with a Master of Business Administration degree in 1999 with Second-Year Honors. At Harvard Business School, he was Co-President of the Venture Capital and Private Equity Club. Mr. Fogassa was born in Brazil and is fluent in Portuguese and English. Mr. Fogassa is also the Chairman and Chief Executive 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. Ambassador Roger Noriega , age 63, has been an independent director since 2012, and member of the Audit Committee of the Board of Directors since 2021. He has extensive experience in Latin America. Amb. Noriega was appointed by President George W. Bush and confirmed by the U.S. Senate as U.S. Assistant Secretary of State and served from 2003 to 2005. In that capacity, Amb. Noriega managed a 3,000-person team of professionals in Washington and in 50 diplomatic posts to design and implement political and economic strategies in Canada, Latin America, and the Caribbean. Prior to this assignment, Amb. Noriega served as U.S. Ambassador to the Organization of American States from 2001 to 2003. Since 2009, Amb. Noriega has been the Managing Director of Vision Americas, a Latin America-focused consulting group that he founded. Amb. Noriega has a Bachelor of Arts degree from Washburn University of Topeka, Kansas. Ambassador Noriega serves as a director because of his experience in complex multi-jurisdictional agreements and his business and diplomatic experience with Brazil. Cassiopeia Olson, Esq. , 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 Firm P.C. 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. from The John Marshall School of Law. Ms. 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. Stephen R. Petersen, CFA , age 67, has been an independent director since 2021, and member of the Audit Committee of the Board of Directors since 202. Mr. Petersen over 40 years of experience in the capital markets and investment management. Since 2013, he has been a Managing Director and member of the Investment Committee at Prio Wealth, an independent investment management firm with over $3 billion in assets under management. Previously, Mr. Petersen served as Senior Vice President, Investments at Fidelity Investments for approximately 32 years. During his tenure at Fidelity, Mr. Petersen served as a Portfolio Manager and Group Leader of The Fidelity Management Trust Company and was responsible for managing several equity income and balanced mutual funds such as Fidelity Equity Income Fund (1993-2011), Fidelity Balanced Fund (1996-1997), Fidelity VIP Equity-Income Fund (1997-2011), Fidelity Puritan Fund (2000-2007), Fidelity Advisor Equity-Income Fund (2009-2011), and Fidelity Equity-Income II (2009-2011). He began his career at Fidelity as an Equity Analyst. Mr. Petersen received a B.B.A. in Finance and an M.S. in Finance from the University of Wisconsin-Madison. Mr. 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. Mr. Petersen is a Chartered Financial Analyst. Mr. Petersen serve as a director because of his experience with capital markets and his knowledge of finance including expertise with financial statements. 54 Table of Contents Gustavo Pereira de Aguiar, age 40, 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. From 2013 to 2016, Mr. Aguiar was Controller at Grupo Orguel, an enterprise in the construction equipment rental sector in Brazil which received funding from Carlyle, a U.S. private equity group, and from 2010 to 2013, Mr. Aguiar worked at Mirabella Mineração, which at the time was developing its nickel project in the state of Bahia in Brazil. From 2006 to 2010, Mr. Aguiar was an auditor with Deloitte in Brazil. Mr. 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. Mr. Aguiar is fluent in Portuguese and English and is a licensed accountant in Brazil. Brian W. Bernier , age 64, has been our Vice-President, Corporate Development and Investor Relations since 2019. From 2010 to 2017, Mr. 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. Mr. Bernier graduated with a degree in Management from Boston University. Joel de Paiva Monteiro, Esq. , 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. Previously he was a partner of the Brazilian law firm PRA Advogados with three offices and headquarters in Belo Horizonte, state of Minas Gerais. Mr. Monteiro has worked with all aspects of Brazilian business law and has extensive experience in a wide range of areas from strategic business planning to litigation. His prior clients included large corporations in a variety of economic sectors in diverse states in Brazil. Mr. Monteiro has a law degree from the Milton Campos Faculty in Belo Horizonte, Brazil. Subsequently he achieved a post-graduate degree in Business and Civil Law from the Pontifical Catholic University of Minas Gerais. Mr. Monteiro is also a director of Jupiter Gold Corporation and of Apollo Resources Corporation, two of our consolidated subsidiaries.. Volodymyr Myadzel, PhD, Geol. , 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. Mr. 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. Mr. Myadzel has 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 Brazil. Mr. Myadzel received Bachelor and Master degrees in Geological Engineering and a PhD degree in Geology, all from Kryvyi Rih National University in Ukraine. Areli Nogueira da Silva Júnior, Geol. , age 42, became our Vice-President, Mineral Exploration, in 2021, after serving as an independent consultant to the Company since 2018.. Mr. 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. Mr. 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. Mr. 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. Mr. da Silva is also a director of Jupiter Gold Corporation, one of our consolidated subsidiaries. 55 Table of Contents Board Composition Our Board of Directors is composed of four members, Ambassador Roger Noriega, Cassiopeia Olson, Esq., Stephen R. Petersen, CFA, and Marc Fogassa. There are no family relationships among our directors and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan, or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current Board of Directors. Our directors and executive officers have not, during the past ten years: ● had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time, ● been convicted in a criminal proceeding and is not subject to a pending criminal proceeding, ● been subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently, or temporarily enjoining, barring, suspending, or otherwise limiting his involvement in any type of business, securities, futures, commodities, or banking activities; or ● been found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission, or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. Overview of Corporate Governance We 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: 1. The Audit Committee; 2. The Compensation Committee; and 3. The Nominations Committee. Director Independence We 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. Our 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: 1. Ambassador Roger Noriega 2. Stephen R. Petersen, CFA 3. Cassiopeia Olson, Esq. 56 Table of Contents Board Diversity Pursuant 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: Board Diversity Matrix Total Number of Directors 4 Part I: Gender Identity Female Male Directors 1 3 Part II: Demographic Background Hispanic or Latinx 0 2 White 1 1 Role of our Board of Directors in Risk Oversight One 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 conduct. Committees of our Board of Directors Our Board of Directors has established three standing committees- the Audit Committee, the Compensation Committee, and the Nominations Committee. Audit Committee Nasdaq 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: 57 Table of Contents 1. Ambassador Roger Noriega 2. Cassiopeia Olson, Esq. 3. Stephen R. Petersen, CFA Our director Mr. Stephen R. 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. Compensation Committee and Nominations Committee Nasdaq listing rules require that our Compensation Committee and Nominations Committee be composed solely of independent directors. At this 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: Compensation Committee Nominations Committee 1. Ambassador Roger Noriega Cassiopeia Olson, Esq. 2. Cassiopeia Olson, Esq. Stephen R. Petersen, CFA Compensation Committee Interlocks and Insider Participation At 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. Code of Business Conduct and Ethics We 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. Controlled Company Marc 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. 58 Table of Contents Item 11. Executive Compensation. Compensation of Named Executive Officers Summary Compensation Table The 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. Fogassa. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) (2) Non-Equity Incentive Plan Compensation ($) Non-Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Marc Fogassa, Chairman and 2022 - 177,751 (1) 177,751 (1) 743,414 - - 33,643 (9) 1,132,559 Chief Executive Officer 2021 - - - 901,940 - - 11,582 (9) 913,522 Gustavo Aguiar, 2022 80,903 70,000 (5) 150,903 Chief Financial Officer (4) Brian Bernier, 2022 100,000 24,900 (6) 30,000 (7) 154,900 VP, Corporate Development (8) (1) Pursuant 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. (2) The 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. (3) The 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. (4) Mr. Aguiar was appointed as our Chief Financial Officer on March 16, 2022. (5) Mr. Aguiar receives specific performance bonuses tied to successful completion and timely filing of our periodic reporting obligations with the SEC. (6) Mr. Bernier receives discretionary performance bonus. (7) Pursuant to the terms of his agreement with the Company, Mr. Bernier does not receive cash compensation. Instead, Mr. 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. (8) Mr. Bernier was hired/appointed VP, Corporate Development in 2019 (9) All Other Compensation for Mr. Fogassa includes disability insurance coverage for Mr. Fogassa for 2021 and 2022, and medical, dental and vision insurance coverage for Mr. Fogassa and his dependents for part of 2022. Narrative to Summary Compensation Table On 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. Mr. 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. Fogassa. Unless declined by Mr. 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. Fogassa 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. 59 Table of Contents 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. Pereira 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 $30,000 payment to Mr. Pereira de Aguiar within thirty days of said termination. If the Company terminates the GPA Employment Agreement for gross negligence or willful malfeasance, then the portion of the GPA Grant which is not yet vested shall be deemed to be forfeited. Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by the named executive officers that were outstanding as of December 31, 2022: Option awards Stock awards Name Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) Option exercise price ($) Option expiration date Number of shares or units of stock that have not vested (#) Market value of shares of units of stock that have not vested ($) Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) Marc Fogassa 151,141 (1) $ 0.0075 02/19/2024; Marc Fogassa 2,500 (2) $ 0.10 (2) 12/31/2030 Marc Fogassa 2,500 (2) $ 0.10 (2) 01/31/2031 Marc Fogassa 2,500 (2) $ 0.10 (2) 02/28/2031 Marc Fogassa 2,500 (2) $ 0.10 (2) 03/31/2031 Marc Fogassa 2,500 (2) $ 0.10 (2) 04/30/2031 Marc Fogassa 2,500 (2) $ 0.10 (2) 05/31/2031 Marc Fogassa 2,500 (2) $ 0.10 (2) 06/30/2031 Marc Fogassa 2,500 (2) $ 0.10 (2) 07/31/2031 Marc Fogassa 2,500 (2) $ 0.10 (2) 08/31/2031 Marc Fogassa 2,500 (2) $ 0.10 (2) 09/30/2031 Marc Fogassa 2,500 (2) $ 0.10 (2) 10/31/2031 Marc Fogassa 2,500 (2) $ 0.10 (2) 11/30/2031 Marc Fogassa 2,500 (2) $ 0.10 (2) 12/31/2031 Marc Fogassa 2,500 (2) $ 0.10 (2) 01/31/2032 Marc Fogassa 2,500 (2) $ 0.10 (2) 02/28/2032 Marc Fogassa 2,500 (2) $ 0.10 (2) 03/31/2032 Marc Fogassa 2,500 (2) $ 0.10 (2) 04/30/2032 Marc Fogassa 2,500 (2) $ 0.10 (2) 05/31/2032 Marc Fogassa 2,500 (2) $ 0.10 (2) 06/30/2032 Marc Fogassa 2,500 (2) $ 0.10 (2) 07/31/2032 Marc Fogassa 2,500 (2) $ 0.10 (2) 08/31/2032 Marc Fogassa 2,500 (2) $ 0.10 (2) 09/30/2032 Marc Fogassa 2,500 (2) $ 0.10 (2) 10/31/2032 Marc Fogassa 2,500 (2) $ 0.10 (2) 11/30/2032 Gustavo Aguiar 85,019 (3) $ 1,483,582 (1) Fully-vested option to purchase up to 151,141 shares of our common stock at $0.0075 per share. (2) 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 salary. All options vested 100% on the grant date and have a ten-year term expiring on the tenth anniversary of the corresponding grant date. Fully-vested options to purchase up to 2,500 shares of our Series D Convertible Preferred Shares for $0.10 per share of our Series D Convertible Preferred Stock. (3) On March 16, 2022, Mr. Aguiar was granted restricted shares of Company common stock which will vest over four years in four equal tranches. 60 Table of Contents Director Compensation The following table sets forth a summary of compensation for the fiscal year ended December 31, 2022, that we paid to each director other than its Chief Executive Officer, whose compensation is fully reflected in the the Summary Compensation Table set forth above. We do not sponsor a pension benefits plan, a non-qualified deferred compensation plan, or a non-equity incentive plan for directors; therefore, these columns have been omitted from the following table. No other or additional compensation for services were paid to any of the directors. Name Fees Earned or Paid in Cash ($) Stock Compensation ($) Option Compensation ($) (1) Total ($) Ambassador Roger Noriega $ 147,557 (2) $ 147,557 Cassiopeia Olson, Esq. $6,000 (3) $ 23,585 $ $ 29,585 Stephen R. Petersen, CFA $6,000 (3) $ 47,975 $ $ 53,975 (1) The amounts in this column reflect the aggregate grant date fair value of stock options granted in 2022 to each director calculated in accordance with FASB ASC Topic 718. Please see Note 6 to the consolidated financial statements for the year ended December 31, 2021 contained in this Annual Report for the assumptions used in the calculation of grant date fair value pursuant to FASB ASC Topic 718. (2) 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 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. 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. On 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 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. (3) Mr. 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. 61 Table of Contents Equity Compensation Plan In 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. On July 18, 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 plan. The table below sets forth certain information as of December 31, 2022 with respect to the 2017 Stock Incentive Plan. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a) Weighted- average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column “(a)”) (c) Equity compensation plans approved by security holders 333,334 n/a 333,334 Equity compensation plans not approved by security holders (2017 Stock Incentive Plan) - - - Total 333,334 $ n/a 333,334 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 ; (x) for Brian W. 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. Petersen , 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 Plan ; (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. Bernier, 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 . Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The 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; (ii) each named executive officer and director; and (iii) all officers and directors as a group. As the date of this Annual Report, there were 6,738,062 outstanding shares of our common stock. 62 Table of Contents Name and Address of Beneficial Common Stock (2) Series A Preferred Stock (3) Series D Preferred Stock (4) Combined Voting Power Owner (1) Number % Number % Number % Number(5) %(6) Directors and Named Executive Officers: Marc Fogassa(7) 475,325 6.9 % 1 100 % 281,506 100.0 % 4,228,739 63.7 % Ambassador Roger Noriega(8) 147,202 2.2 % - - 13,500 5.9 % 327,202 2.3 % Cassiopeia Olson, Esq.(9) 11,417 * - - - * 11,417 * Stephen R. Petersen, CFA(10) 27,862 * - - - * 27,862 * Gustavo Pereira de Aguiar(11) 21,255 * - - - * 21,255 * Brian W. Bernier(12) 44,652 * - - - * 44,652 * All executive officers and directors (9 persons)(13) 759,733 10.9 % 1 100 % 295,006 100.00 % 4,693,147 65.4 % Over 5% Stockholders: Marc Fogassa(7) 475,325 6.9 % 1 100 % 281,506 100.0 % 4,228,739 63.7 % (1) 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. (2) Each share of common stock is entitled to one vote. (3) 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. (4) 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. (5) Represents shares and rights on an as-converted to common stock basis. (6) 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. (7) 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. (8) Consists of 147,202 shares of common stock and 13,500 shares underlying vested options to purchase Series D Preferred. (9) Consists of 750 shares of common stock and 10,667 shares underlying vested options to purchase common stock. (10) Consists of 11,862 shares of common stock and 16,000 shares underlying vested options to purchase common stock. (11) Consists of shares underlying vested options to purchase common stock. (12) Consists of 43,577 shares of common stock and 1,075 shares underlying vested options to purchase common stock. (13) 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. 63 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence. On 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. As 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. During 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. 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 ($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. Mr. 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. Fogassa. During 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. Mr. 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. Fogassa. 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. Director Independence 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. Item 14. Principal Accounting Fees and Services. The 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. Fee Type 2022 2021 Audit Fees (1) $ 44,820 $ 44,820 Audit-Related Fees (2) — — Tax Fees (3) — — All Other Fees (4) — — Total $ 44,820 $ 44,820 (1) “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.” (3) “Tax Fees” consist of fees billed for professional services rendered by Borgers for tax compliance, tax advice and tax planning. (4) “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 Fees During 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. No other fees were billed by Borgers for the last two years that were reasonably related to the performance of the audit or review of our financial statements and not reported under “Audit Fees” above. Tax Fees There were no fees billed by Borgers during the last two fiscal years for professional services rendered for tax compliance, tax advice, or tax planning. Accordingly, none of such services were approved pursuant to pre-approval procedures or permitted waivers thereof. 64 Table of Contents All Other Fees There were no other non-audit-related fees billed to us by Borgers in 2021 or 2022. Pre-Approval Policies and Procedures Engagement of accounting services by us is not made pursuant to any pre-approval policies and procedures. Rather, we believe that our accounting firm is independent because all of its engagements by us are approved by the Audit Committee of our Board of Directors prior to any such engagement. Our Audit Committee will meet periodically to review and approve the scope of the services to be provided to us by its independent registered public accounting firm, as well as to review and discuss any issues that may arise during an engagement. The Audit Committee is responsible for the prior approval of every engagement of our independent registered public accounting firm to perform audit and permissible non-audit services for us, such as quarterly financial reviews, tax matters, and consultation on new accounting and disclosure standards. Before the auditors are engaged to provide those services, our Chief Financial Officer will make a recommendation to the Audit Committee regarding each of the services to be performed, including the fees to be charged for such services. At the request of the Audit Committee, the independent registered public accounting firm and/or management shall periodically report to the Audit Committee regarding the extent 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. PART IV Item 15. Exhibits, Financial Statement Schedules (a) Documents filed as part of this report. (i) Financial Statements - see Item 8. Financial Statements and Supplementary Data (ii) Financial Statement Schedules – None (Financial statement schedules have been omitted either because they are not applicable, not required, or the information required to be set forth therein is included in the financial statements or notes thereto.) (iii) Report of Independent Registered Public Accounting Firm. (iv) Notes to Financial Statements. (b) Exhibits The exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report. 65 Table of Contents ATLAS LITHIUM CORPORATION. TABLE OF CONTENTS DECEMBER 31, 2022 Report of Independent Registered Public Accounting Firm (PCAOB ID: 5041 ) F-2 Consolidated Balance Sheets as of December 31, 2022 and 2021 F-3 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2022 and 2021 F-4 Consolidated Statement of Stockholders’ Equity (Deficit) F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021 F-6 Notes to the Consolidated Financial Statements F-7 F- 1 Table of Contents Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of Atlas Lithium Corporation. Opinion on the Financial Statements We 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matter Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /S/ BF Borgers CPA PC (PCAOB ID 5041) We have served as the Company’s auditor since 2015 Lakewood, CO March 30, 2023 F- 2 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED BALANCE SHEETS As of December 31, 2022 and December 31, 2021 December 31, December 31, 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 280,525 $ 22,776 Accounts receivable 91 1,401 Taxes recoverable 17,705 16,507 Deposits and advances 47,093 17,246 Total current assets 345,414 57,930 Property and equipment, net 217,550 53,827 Intangible assets, net 4,971,267 1,302,440 Equity investments 150,000 150,000 Total assets $ 5,684,231 $ 1,564,197 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable and accrued expenses $ 2,776,474 $ 988,238 Related party notes and other payables 21,493 10,167 Total current liabilities 2,797,967 998,405 Other noncurrent liabilities 78,964 108,926 Total liabilities 2,876,931 1,107,331 Stockholders’ deficit: Series A preferred stock, $ 0.001 par value. 10,000,000 shares authorized; 1 share issued and outstanding as of December 31, 2022 and December 31, 2021, respectively 1 1 Series D preferred stock, $ 0.001 par value. 1,000,000 shares authorized; 214,006 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively 214 214 Preferred stock value Common stock, $ 0.001 par value. 4,000,000,000 and 3,250,000,000 authorized; 5,110,014 and 4,145,575 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively 5,111 4,144 Additional paid-in capital 62,258,116 54,571,411 Accumulated other comprehensive loss ( 981,040 ) ( 712,810 ) Accumulated deficit ( 59,585,949 ) ( 54,957,429 ) Total Atlas Lithium stockholders’ equity (deficit) 1,696,453 ( 1,094,469 ) Non-controlling interest 1,110,847 1,551,335 Total stockholders’ equity 2,807,300 456,866 Total liabilities and stockholders’ equity $ 5,684,231 $ 1,564,197 The accompanying notes are an integral part of the consolidated financial statements. F- 3 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the years ended December 31, 2022 and 2021 2022 2021 Years ended December 31 2022 2021 Revenue 6,765 10,232 Cost of revenue 63,548 245,810 Gross loss ( 56,783 ) ( 235,578 ) Operating expenses Professional fees 235,761 259,547 General and administrative 1,564,466 1,114,061 Compensation and related costs 921,970 436,560 Stock based compensation 2,269,566 1,470,346 Other operating expenses 455,221 - Total operating expenses 5,446,984 3,280,514 Loss from operations ( 5,503,767 ) ( 3,516,092 ) Other expense (income) Interest on promissory notes - 240,760 Amortization of debt discounts and other fees - 12,839 Extinguishment of debt - 255,991 Other expense (income) 155,812 ( 217 ) Total other expense 155,812 509,373 Loss before provision for income taxes ( 5,659,579 ) ( 4,025,465 ) Provision for income taxes - - Net loss ( 5,659,579 ) ( 4,025,465 ) Loss attributable to non-controlling interest ( 1,031,059 ) ( 1,253,107 ) Net loss attributable to Atlas Lithium stockholders $ ( 4,628,520 ) $ ( 2,772,358 ) Basic and diluted loss per share Net loss per share attributable to Atlas Lithium common stockholders $ ( 1.00 ) $ ( 0,75 ) Weighted-average number of common shares outstanding: Basic and diluted 4,610,681 3,689,664 Comprehensive loss: Net loss $ ( 5,659,579 ) $ ( 4,025,465 ) Foreign currency translation adjustment ( 277,659 ) 56,815 Comprehensive loss ( 5,937,238 ) ( 3,968,650 ) Comprehensive loss attributable to noncontrolling interests ( 1,040,488 ) ( 1,258,595 ) Comprehensive loss attributable to Atlas Lithium stockholders $ ( 4,896,750 ) $ ( 2,710,055 ) The accompanying notes are an integral part of the consolidated financial statements. F- 4 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the years ended December 31, 2022 and 2021 Shares Value Shares Value Shares Value Capital Loss Deficit Interests (Deficit) Series A Preferred Stock Series D Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Non controlling Total Stockholders’ Equity Shares Value Shares Value Shares Value Capital Loss Deficit Interests (Deficit) Balance, December 31, 2020 1 $ 1 - $ - 2,663,907 $ 2,664 $ 49,484,382 $ ( 775,113 ) $ ( 52,185,071 ) $ 1,976,885 $ ( 1,496,252 ) Conversion of related party convertible notes and other indebtedness into Series D preferred stock - - 214,006 214 - - 641,804 - - - 642,018 Issuance of common stock in connection with sales made under private offerings - - - - 232,026 232 940,777 - - - 941,009 Issuance of common stock in connection with the exercise of common stock options - - - - 529,224 529 149,471 - - 70,700 220,700 Issuance of common stock in exchange for consulting, professional and other services - - - - 22,134 22 165,513 - - 31,845 197,380 Issuance of common stock warrants in connection with the issuance of convertible debenture(s) - - - - - - 356,827 - - - 356,827 Conversion of convertible debenture(s) and other indebtedness into common stock - - - - 698,281 699 1,362,289 - - - 1,362,988 Stock based compensation - - - - - - 1,470,346 - - - 1,470,346 Change in foreign currency translation - - - - - - - 62,303 - ( 5,488 ) 56,815 Sale of Jupiter Gold common stock in connection with equity offerings - - - - - - - - - 118,000 118,000 Sale of Apollo Resources common stock in connection with equity offerings - - - - - - - - - 612,500 612,500 Change in noncontrolling interest(s) - - - - - - - - - - - Net loss - - - - - - - - ( 2,772,358 ) ( 1,253,107 ) ( 4,025,465 ) Balance, December 31, 2021 1 $ 1 214,006 $ 214 4,145,572 $ 4,146 $ 54,571,409 $ ( 712,810 ) $ ( 54,957,429 ) $ 1,551,335 $ 456,866 Balance 1 $ 1 214,006 $ 214 4,145,572 $ 4,146 $ 54,571,409 $ ( 712,810 ) $ ( 54,957,429 ) $ 1,551,335 $ 456,866 Issuance of common stock in connection with sales made under private offerings - - - - 696808 697 3,901,659 - - - 3,902,356 Issuance of common stock in connection with purchase of mining rights - - - - 116,959 117 999,883 - - - 1,000,000 Exercise of warrants - - - - 135,631 136 ( 136 ) Stock based compensation - - - - 15,044 15 2,269,551 - - - 2,269,566 Change in foreign currency translation - - - - - - - ( 268,230 ) - ( 9,429 ) ( 277,659 ) Sale of Jupiter Gold common stock in connection with equity offerings - - - - - - 414,875 - - 75,000 489,875 Sale of Apollo Resources common stock in connection with equity offerings - - - - - - 100,875 - - 525,000 625,875 Net loss - - - - - - - - ( 4,628,520 ) ( 1,031,059 ) ( 5,659,579 ) Balance, December 31, 2022 1 $ 1 214,006 $ 214 5,110,014 $ 5,111 $ 62,258,116 $ ( 981,040 ) $ ( 59,585,949 ) $ 1,110,847 $ 2,807,300 Balance 1 $ 1 214,006 $ 214 5,110,014 $ 5,111 $ 62,258,116 $ ( 981,040 ) $ ( 59,585,949 ) $ 1,110,847 $ 2,807,300 The accompanying notes are an integral part of the consolidated financial statements. F- 5 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2022 and 2021 2022 2021 Years ended December 31 2022 2021 Cash flows from operating activities of continuing operations: Net loss $ ( 5,659,579 ) ( 4,025,465 ) Adjustments to reconcile net loss to cash used in operating activities: Stock based compensation and services 2,269,566 1,653,738 Amortization of debt discounts - 44,019 Common stock issued in satisfaction of other financing costs - 91,996 Convertible debt issued in satisfaction of other financing costs - 35,551 Preferred stock issued in satisfaction of interest and other financing costs - 75,276 Loss on extinguishment of debt - 255,992 Depreciation and amortization 13,806 37,328 Intangible assets purchases payables 2,367,600 - General provisions 155,812 11,246 Changes in operating assets and liabilities: Accounts receivable 1,310 17,917 Taxes recoverable ( 1,198 ) - Deposits and advances ( 29,847 ) ( 15,873 ) Accounts payable and accrued expenses ( 568,038 ) 720,717 Other noncurrent liabilities ( 29,962 ) ( 4,122 ) Net cash used in operating activities ( 1,480,530 ) ( 1,101,680 ) Cash flows from investing activities: Acquisition of capital assets ( 177,529 ) ( 6,856 ) Increase in intangible assets ( 2,668,827 ) ( 954,506 ) Net cash used in investing activities ( 2,846,356 ) ( 961,362 ) Cash flows from financing activities: Loan from officer - 24,488 Net proceeds from sale of common stock 3,902,356 1,074,558 Proceeds from sale of subsidiary common stock to noncontrolling interests 600,000 801,200 Proceeds from convertible notes payable - 125,000 Repayment of loans payable - ( 235,308 ) Net cash provided by financing activities 4,502,356 1,789,938 Effect of exchange rates on cash and cash equivalents 82,279 42,282 Net increase (decrease) in cash and cash equivalents 257,749 ( 230,822 ) Cash and cash equivalents at beginning of period 22,776 253,598 Cash and cash equivalents at end of period $ 280,525 $ 22,776 Supplemental disclosure of non-cash investing and financing activities: Related party convertible note payable exchanged for stock $ - $ 566,743 Shares issued in connection with conversion of debt and accrued interest $ - $ 1,362,245 Common stock warrants issued in connection with convertible promissory notes $ - $ 40,019 The accompanying notes are an integral part of the consolidated financial statements. F- 6 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business Atlas Lithium Corporation (“Atlas Lithium” or the “Company”) was incorporated as Flux Technologies, Corp. under the laws of the State of Nevada, U.S. on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration. Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are expressed in United States dollars. For the years ended December 31, 2022 and 2021, the consolidated financial statements include the accounts of the Company; its 99.99 % owned subsidiary, BMIX Participações Ltda. (“BMIXP”), which includes the accounts of BMIXP’s wholly-owned subsidiary, Mineração Duas Barras Ltda. (“MDB”), and BMIXP’s 50 % owned subsidiary, RST Recursos Minerais Ltda. (“RST”); its 99.99 % owned subsidiary, Hercules Resources Corporation (“HRC”), which includes the accounts of HRC’s wholly-owned subsidiary, Hercules Brasil Comercio e Transportes Ltda. (“Hercules Brasil”); its 45.11 % equity interest in Apollo Resources Corporation (“Apollo Resources”) and its subsidiary Mineração Apollo, Ltda.; and its 28.72 % equity interest in Jupiter Gold Corporation (“Jupiter Gold”), which includes the accounts of Jupiter Gold’s wholly-owned subsidiary, Mineração Jupiter Ltda. The Company has concluded that Apollo Resources, Jupiter Gold and their subsidiaries are variable interest entities (“VIE”) in accordance with applicable accounting standards and guidance. As such, the accounts and results of Apollo Resources, Jupiter Gold and their subsidiaries have been included in the Company’s consolidated financial statements. All material intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from those estimates. F- 7 Table of Contents Fair Value of Financial Instruments The Company follows the guidance of Accounting Standards Codification (“ASC”) Topic 820 – Fair Value Measurement and Disclosure. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of December 31, 2022, and 2021, the Company’s derivative liabilities were considered a level 2 liability. See Note 3 for a discussion regarding the determination of the fair market value. The Company does not have any level 3 assets or liabilities. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, taxes receivable, prepaid expenses, 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. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent that the funds are not being held for investment purposes. The Company’s bank accounts are deposited in FDIC insured institutions. Funds held in U.S. banks are insured up to $ 250,000 and funds held in Brazilian banks are insured up to R$ 250,000 Brazilian Reais (translating into approximately $ 47,913 as of December 31, 2022). Accounts Receivable Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. F- 8 Table of Contents Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Taxes Receivable The Company records a receivable for value added taxes receivable from Brazilian authorities on goods and services purchased by its Brazilian subsidiaries. The Company intends to recover the taxes through the acquisition of capital equipment from sellers who accept tax credits as payments. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the statements of operations as other gain or loss, net. The diamond and gold processing plant and other machinery are depreciated over an estimated useful life of ten years; vehicles are depreciated over an estimated life of four years; and computer and other office equipment over an estimated useful life of three years. Mineral Properties Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs, including licenses and lease payments, are capitalized. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s rights. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. As of December 31, 2022 and 2021, the Company did not recognize any impairment losses related to mineral properties held. Intangible Assets For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values, unless the values of neither the assets received nor the assets transferred are determinable within reasonable limits, in which case the assets received are measured based on the carrying values of the assets transferred. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Intangible assets consist of mineral rights awarded by the Brazilian national mining department and held by the Company’s subsidiaries. F- 9 Table of Contents Impairment of Intangible Assets with Indefinite Useful Lives The Company accounts for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated for impairment at least annually. On an annual basis, in the fourth quarter of the fiscal year, management reviews intangible assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount. If it is determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the intangible asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash flow. Impairment, if any, is measured as the amount by which an indefinite-lived intangible asset’s carrying amount exceeds its fair value. Application of impairment tests requires significant management judgment, including the determination of fair value of each indefinite-lived intangible asset. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the entity, composition, or strategy changes affecting the recoverability of asset groups. Judgments applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each indefinite-lived intangible asset. Impairment of Long-Lived Assets For long-lived assets, such as property and equipment and intangible assets subject to amortization, the Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 470-20, “Debt with Conversion and Other Options”. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. F- 10 Table of Contents The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) by recording, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. Variable Interest Entities The Company determines at the inception of each arrangement whether an entity in which the Company holds an investment or in which the Company has other variable interests in is considered a variable interest entity. The Company consolidates VIEs when it is the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, the Company assesses whether any changes in the interest or relationship with the entity affect the determination of whether the entity is still a VIE and, if so, whether the Company is the primary beneficiary. If the Company is not the primary beneficiary in a VIE, the Company accounts for the investment under the equity method or cost method in accordance with the applicable GAAP. The 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. Revenue Recognition The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation F- 11 Table of Contents In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: ● The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer ● 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. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Non-cash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Costs of Goods Sold Included within costs of goods sold are costs of production such as diesel fuel, labor, and transportation. F- 12 Table of Contents Stock-Based Compensation The Company records stock-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, volatility is based on the historical volatility of our stock or the expected volatility of the stock of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company utilizes the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the expected volatility of our stock price over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of our employee stock options. Although the fair value of employee stock options is determined in accordance with ASC Topic 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. On June 20, 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Equity classified share-based payments for employees was fixed at the time of grant. Equity-classified nonemployee share-based payment awards are measured at the grant date of the award which is the same as share-based payments for employees. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance. Foreign Currency The Company’s foreign subsidiaries use a local currency as the functional currency. Resulting translation gains or losses are recognized as a component of accumulated other comprehensive income. Transaction gains or losses related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations. Net foreign currency transaction losses included in the Company’s consolidated statements of operations were negligible for all periods presented. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of December 31, 2022 and 2021, the Company’s deferred tax assets had a full valuation allowance. F- 13 Table of Contents Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. 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. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (“TCJA”), which instituted fundamental changes to the taxation of multinational corporations, including a reduction the U.S. corporate income tax rate to 21 % beginning in 2018. The TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of certain of the Company’s foreign subsidiaries as of December 31, 2017. To determine the amount of this transition tax, the Company must determine the amount of earnings generated since inception by the relevant foreign subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings, in addition to potentially other factors. The Company believes that no such tax will be due since its Brazilian subsidiaries have, when required, paid taxes locally and that they have incurred a cumulative operating deficit since inception. Basic Income (Loss) Per Share The Company computes loss per share in accordance with ASC Topic 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. 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. Other Comprehensive Income Other comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, other than net income and including foreign currency translation adjustments. Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings (loss) or financial position. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below: F- 14 Table of Contents In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The Company is evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s accounting for its convertible debt instruments. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption. In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its consolidated financial statements. NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS Property and Equipment The following table sets forth the components of the Company’s property and equipment at December 31, 2022 and 2021: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2022 December 31, 2021 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Capital assets subject to depreciation: Computers and office equipment $ 571 $ ( 571 ) $ - $ 3,880 $ ( 2,778 ) $ 1,063 Machinery and equipment 419,498 ( 362,140 ) 57,358 334,253 ( 281,489 ) 52,764 Vehicles 80,139 ( 79,021 ) 1,118 118,653 ( 118,653 ) - Land 159,074 - 159,074 - - - Total fixed assets $ 659,282 $ ( 441,732 ) $ 217,550 $ 456,747 $ ( 402,920 ) $ 53,827 F- 15 Table of Contents For the years ended December 31, 2022, and 2021, the Company recorded depreciation expense of $ 13,806 and $ 37,328 , respectively recorded in general and administrative expense. Intangible Assets Intangible assets consist of mining rights are not amortized as the mining rights are perpetual. The carrying value was $ 4,971,267 and $ 1,302,440 at December 31, 2022 and 2021, respectively. There was no impairment recorded as at December 31, 2022 or 2021. Equity Investments without Readily Determinable Fair Values On October 2, 2017, the Company entered into an exchange agreement whereby it issued 25,000,000 shares of its common stock in exchange for 500,000 shares of Ares Resources Corporation. The Company’s chief executive officer also serves as an officer of Ares Resources Corporation, thus making it a related party under common ownership and control. The shares were recorded at $ 150,000 , or $ 0.006 per share. The shares were valued based upon the lowest market price of the Company’s common stock on the date the agreement. On March 11, 2020, the Company issued 53,947,368 shares of common stock to Lancaster Brazil Fund pursuant to an addendum to the share exchange agreement dated September 28, 2018. The Company recorded a loss on exchange of equity with a related party of $ 76,926 representing the fair value of the additional shares of common stock issued. Under ASC 321-10, the Company elected to use a measurement alternative for its equity investment that does not have a readily determinable fair value. As such, the Company measured its investment at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The Company owns less than 5 % of the total shares outstanding of Ares Resources Corporation. As of December 31, 2022, no change in the value of the Ares common stock was recorded as the recorded value still approximated fair value. Accounts Payable and Accrued Liabilities SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, December 31, Accounts Payable and Accrued Liabilities 2022 2021 Accounts payable and other accruals $ 408,874 $ 310,047 Mineral rights payable 2,367,600 672,601 Accrued interest - 5,590 Total $ 2,776,474 $ 988,237 F- 16 Table of Contents NOTE 3 – CONVERTIBLE PROMISSORY NOTES PAYABLE The 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 December 31, December 31, 2022 2021 Beginning balance $ - $ 872,720 Issuance of convertible notes payable - 399,000 Lender adjustments for penalties or defaults - 37,212 Debt discounts recorded related to issuance of convertible notes payable - ( 44,019 ) Amortization of debt discounts associated with convertible debt - 44,019 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 - ( 270,000 ) Total convertible notes, net $ - $ - Convertible Notes Payable - Fixed Conversion Price On January 7, 2014, the Company issued to a family trust a senior secured convertible promissory note in the principal amount, and received gross proceeds, of $ 244,000 and warrants to purchase an aggregate of 488,000 shares of the Company’s common stock at an exercise price of $ 62.50 per share through December 26, 2018. The Company received gross proceeds of $ 244,000 for the sale of such securities. The outstanding principal of the note bears interest at the rate of 12 % per annum. The note is convertible at the option of the holder into common stock of the Company at a conversion rate of one share for each $ 50.00 of principal and interest converted. As of December 31, 2021, all warrants issued in connection with this note had expired. The outstanding principal on the note was payable on March 31, 2015, which as of the date of these financial statements is past due and in technical default. The Company is in negotiations with the note holder to satisfy, amend the terms or otherwise resolve the obligation in default. No demand for payment has been made. As a result of the default, the interest rate on the note increased to 30% per annum. Interest was payable on September 30, 2014 and on the maturity date. In December 2020, the lender agreed to reduce the interest rate from the default rate of 30% to the stated rate of 10% retroactively . As a result, the Company recorded gain of $ 238,151 from the relief of interest expense to other income. F- 17 Table of Contents On February 3, 2021, the Company issued 20,000,000 shares of common stock upon conversion of $ 80,000 in convertible notes payable and accrued interest. On May 6, 2021, the Company issued 86,246,479 shares of common stock upon conversion of $ 334,986 in convertible notes payable and accrued interest. As of December 31, 2021, the balance of the note was $ 0 . On June 18, 2021, Company issued to one noteholder a $ 129,000 convertible promissory note for $ 125,000 in proceeds. The note bears interest at 8.0 % per annum and matures one year from issuance on June 18, 2022 . After six months from issuance, the note is convertible at the option of the holder at a price of $ 0.001 . A debt discount of $ 4,000 for issuance costs was recorded and is being amortized over the life of the note. ASC 470-20 requires proceeds from the sale of a debt instrument with stock purchase warrants be allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance. In connection with the warrant issuance, the Company allocated an aggregate fair value of $ 40,019 to the stock warrants and recorded a debt discount which will be amortized to interest expense over the term of the loan using the effective interest method so the debt, at its term, is recorded at its face value. The Company estimated the fair value of this the warrant warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $ 0.0122 , (ii) the contractual term of the warrant of 4 years, (iii) a risk-free interest rate of 0.89 % and (iv) an expected volatility of the price of the underlying common stock of 443.3 %. During the year ended December 31, 2021, Company issued 19,034,442 shares of common stock upon conversion of $ 129,000 in principal and $ 4,241.10 in accrued interest. As of December 31, 2022 and 2021, the balance of the note was $ 0 , and all discounts were fully amortized. Convertible Notes Payable - Variable Conversion Price At various times to fund operations, the Company issues convertible notes payable in which the conversion features are variable. In addition, some of these convertible notes payable have on issuance discounts and other fees withheld. During the year ended December 31, 2016, the Company issued to one noteholder, in various transactions, $ 242,144 in convertible promissory notes with fixed floors and received an aggregate of $ 232,344 in proceeds. The convertible promissory notes each bear interest at 8.0 % per annum and mature one year from issuance ranging from July to December 2017 . After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days . In addition, each note’s conversion rate has a floor of $ 0.0001 . Total debt discounts related to the beneficial conversion features of $ 241,852 were recorded and are being amortized over the life of the notes. On April 9, 2021, the Company agreed to settle all outstanding principal and interest on these notes in exchange for common stock and common stock purchase warrants. See settlement disclosure below for more information. As of December 31, 2021, the outstanding principal balance on these notes total $ 0 , and all discounts were fully amortized. F- 18 Table of Contents During the year ended December 31, 2017, the Company issued to one noteholder in various transactions $ 477,609 in convertible promissory notes with fixed floors and received an aggregate of $ 454,584 in proceeds. The convertible promissory notes each bear interest at 8.0 % per annum and mature one year from issuance ranging from January to August 2018 . After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days . In addition, each note’s conversion rate has a floor of $ 0.0001 . Total debt discounts related to the beneficial conversion features of $ 447,272 were recorded and are being amortized over the life of the notes. During the six months ended June 30, 2021, the Company issued 182,872,798 shares of its common stock upon the conversion of $ 50,000 and $ 14,004 , respectively, in note principal and accrued interest. On April 9, 2021, the Company agreed to settle all outstanding principal and interest on these notes in exchange for common stock and common stock purchase warrants. See settlement disclosure below for more information. As of December 31, 2021, the outstanding principal balance on these notes total $ 0 , and all discounts were fully amortized. During the year ended December 31, 2018, the Company issued to one noteholder in various transactions $ 137,306 in convertible promissory notes with fixed floors and received an aggregate of $ 130,556 in proceeds. The convertible promissory notes each bear interest at 8.0 % per annum and mature one year from issuance ranging from August 2018 to April 2019 . After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days . In addition, each note’s conversion rate has a floor of $ 0.0001 . Total debt discounts related to the beneficial conversion features of $ 122,755 were recorded and are being amortized over the life of the notes. During the six months ended June 30, 2021, the Company issued 23,118,645 shares of its common stock upon the conversion of $ 118,996 and $ 27,496 , respectively, in note principal and accrued interest. On April 9, 2021, the Company agreed to settle all outstanding principal and interest on these notes in exchange for common stock and common stock purchase warrants. See settlement disclosure below for more information. As of December 31, 2021, the outstanding principal balance on these notes total $ 0 , and all discounts were fully amortized. During the year ended December 31, 2019, the Company issued to one noteholder in various transactions $ 282,000 in convertible promissory notes with fixed floors and received an aggregate of $ 276,000 in proceeds. The convertible promissory notes each bear interest at 8.0 % per annum and mature one year from issuance in July 2020 . After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days . In addition, each note’s conversion rate has a floor of $ 0.0001 . Total debt discounts related to the beneficial conversion features of $ 276,000 and $ 6,000 for issuance costs were recorded and are being amortized over the life of the notes. During the six months ended June 30, 2021, the Company issued 156,438,271 shares of its common stock upon the conversion of $ 310,200 and $ 40,186 , respectively, in note principal and accrued interest. As of December 31, 2021, the principal balance on these notes was $ 0 , and all discounts were fully amortized. On April 9, 2021, the Company issued 36,000,000 shares of its common stock upon the conversion of $ 186,736 and $ 62,302 , respectively, in note principal and accrued interest to settle all outstanding balances with the lender. In connection with the settlement, the Company agreed to issue 15,000,000 common stock purchase warrants with a cashless exercise price of $ 0.0125 . The warrants expire on December 31, 2021 . The Company allocated an aggregate fair value of $ 224,812 to the stock warrants and recorded a loss on the extinguishment of debt. The Company estimated the fair value of this the warrant warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $ 0.0158 , (ii) the contractual term of the warrant of 0.7 years, (iii) a risk-free interest rate of 0.35 % and (iv) an expected volatility of the price of the underlying common stock of 440.5 %. As of December 31, 2021 the 15,000,000 warrants expired. On January 19, 2021, the Company issued to one noteholder a $ 270,000 convertible promissory note. The note bears interest at 8.0 % per annum and matures on January 19, 2025 . After six months from issuance, the note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days . The note’s conversion rate has a floor of $ 0.0001 . F- 19 Table of Contents On May 7, 2021, the Company repaid $ 270,000 in note principal and $ 6,391 in accrued interest to the holder. As of December 31, 2022 and 2021, the principal balance on the note was $ 0 . NOTE 4 – OTHER NONCURRENT LIABILITIES Other noncurrent liabilities are comprised solely of social contributions and other employee-related costs at our operating subsidiaries located in Brazil. The balance of these employee related costs as of December 31, 2022 and 2021 amounted to $ 78,964 and $ 108,926 , respectively. NOTE 5 – STOCKHOLDERS’ EQUITY Authorized and Amendments As 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 On December 18, 2012, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (“Series A Stock”) to designate one share of a new series of preferred stock. The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock provides that for so long as Series A Stock is issued and outstanding, the holders of Series A Stock shall vote together as a single class with the holders of the Company’s Common Stock, with the holders of Series A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Stock then outstanding, and the holders of Common Stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power . Series D Preferred Stock On September 14, 2021, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (“Series D Stock”) to designate 1,000,000 shares of a new series of preferred stock. The Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock provides that for so long as Series D Stock is issued and outstanding, the holders of Series D Stock shall have no voting power until such time as the Series D Stock is converted into shares of common stock. One share of Series D Stock is convertible into 13,34 shares of common stock and may be converted at any time at the election of the holder. Holders of the Series D Stock are not entitled to any liquidation preference over the holders of common stock, and are entitled to any dividends or distributions declared by the Company on a pro rata basis. On 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 $ 75,275 of interest expense. F- 20 Table of Contents Year Ended December 31, 2022 Transactions On 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”) . Following 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.” During 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. Year Ended December 31, 2021 Transactions During 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 in convertible notes payable and accrued interest. Further, the Company issued shares of common stock for net proceeds of $ 75,000 upon the exercise of 423,816,100 stock options and warrants. Lastly, the Company issued 16,600,539 shares of common stock valued at $ 165,534 to contractors for services provided. F- 21 Table of Contents Common Stock Options During 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 December 31 2022 December 31 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 0.00 % 0.00 % Expected term 5 - 10 years 10 years SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Number of Options Outstanding and Vested Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding, January 1, 2022 6,546 $ 8.25 2.74 $ 19,675 Issued 174,697 0.11 – Exercised – – – Expired ( 2,571 ) 19.75 – Forfeited – – – Outstanding and vested, December 31, 2022 178,672 $ 0.012 1.55 $ 1,228,972 The common stock options issued in the year ended December 31, 2022 were issued with a grant date fair value of $ 58,685 . The 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. Number of Options Outstanding and Vested Weighted Average Exercise Price 1 Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding, January 1, 2021 36,000 $ 75 9.44 2,732,400 Issued 36,000 75 - Outstanding and vested, December 31, 2022 72,000 $ 75 8.94 $ 6,712,912 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 . See Note 7 – Related Party Transactions for more information related to stock options issued and outstanding for the Company’s subsidiaries Jupiter Gold and Apollo Resources. Stock Purchase Warrants Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity . F- 22 The following table reflects all outstanding and exercisable warrants at December 31, 2022. All warrants are exercisable for a period of two to four years from the date of issuance: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Outstanding Weighted Average Exercise Price Weighted Average Contractual Life (Yrs.) Outstanding, January 1, 2022 406,270 $ 11.475 1.97 Warrants issued 69,730 5.1090 Warrants exercised ( 154,241 ) 5.7008 Outstanding and vested, December 31, 2022 321,759 $ 12.8634 1.30 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. NOTE 6 – COMMITMENTS AND CONTINGENCIES Rental Commitment The 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. NOTE 7 - RELATED PARTY TRANSACTIONS Jupiter Gold Corporation During 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 . Mr. 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. Fogassa. F- 23 Apollo Resource Corporation During 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. 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 ($ 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 . Mr. 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. Fogassa. NOTE 8 – RISKS AND UNCERTAINTIES Currency Risk The Company operates primarily in Brazil which exposes it to currency risks. The Company’s business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the entity. Changes in exchange rates from the time the activity occurs to the time payments are made may result in the Company receiving either more or less in local currency than the local currency equivalent at the time of the original activity. The Company’s consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the consolidated financial statements. The Company’s foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income statement accounts are translated at average exchange rates for the period; (b) balance sheet asset and liability accounts are translated at end of period exchange rates; and (c) equity accounts are translated at historical exchange rates. Translation in this manner affects the shareholders’ equity account referred to as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement. NOTE 9 - SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2022 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements , except for these: a) 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. F- 24 The shares of common stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-262399) 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”). In 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). Aggregate 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. b) 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. The Company’s obligations under the Acquisition Agreement are: 1) Payment of $ 400,000 , which payment took place on January 19, 2023, and issuance of $ 750,000 worth of restricted shares of common stock of the Company; 2) Payment 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; F- 25 3) For 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 ; 4) If 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; 5) If 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 ; and 6) If 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 . c) 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. F- 26 EXHIBIT INDEX Exhibit Number Description 3.1 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. 3.2 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. 3.3 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. 3.4 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. 3.5 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. 3.6 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. 3.7 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. 3.8 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. 3.9 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. 3.10 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. 4.1 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. 4.2 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. 4.3 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. 4.4 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. 4.5 Form of Representative’s Warrant. Incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 13, 2023. 4.6 Description of Capital Stock.* 10.1 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.# 10.2 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. 10.3 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. 10.4 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. 10.5 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. 10.6 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. 10.7 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.# 10.8 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.# 10.9 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. 10.10 Mineral Rights Agreement dated January 19, 2023 relating to the acquisition of f ive lithium mineral rights.* 21.1 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. 31.1 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.* 31.2 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.* 32.1 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.** 32.2 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.** 96.1 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. 96.2 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. 101* Interactive Data files pursuant to Rule 405 of Regulation S-T. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith ** Furnished herewith # Indicates management contract or compensatory plan Item 16. Form 10-K Summary The Company has elected not to provide a summary. 66 Table of Contents SIGNATURES P ursuant 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. Atlas Lithium Corporation Date: March 30, 2023 By: /s/ Marc Fogassa Marc Fogassa Chief 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: Signature Title Date /s/ Marc Fogassa March 30, 2023 Marc Fogassa Chief Executive Officer (Principal Executive Officer) and Chairman of the Board /s/ Gustavo Pereira de Aguiar March 30, 2023 Gustavo Pereira de Aguiar Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Roger Noriega Director March 30, 2023 Ambassador Roger Noriega /s/ Cassiopeia Olson Director March 30, 2023 Cassiopeia Olson, Esq. /s/ Stephen Peterson Director March 30, 2023 Stephen Peterson, CFA 67