What changed in this filing

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Item 1. Financial Statements

2023-05-15 compared with 2022-11-01 · 401 added, 332 removed, 177 unchanged (81% of the section changed)

1 unchanged sentence

LITHIUM CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

BALANCE SHEETS (UNAUDITED)

31, 2023 and December 31, 2022

September 30,

Current assets:

2 unchanged sentences

Taxes recoverable

Prepaid expenses

Deposits and advances

13 unchanged sentences

10,000,000 shares authorized;

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

1 share issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

Series D preferred stock, $ 0.001 par value.

1,000,000 shares authorized;

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

Preferred stock

Common stock, $ 0.001 par value.

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

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

214,006 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

Preferred stock, value

Common stock, $ 0.001

par value 4,000,000,000 authorized;

and 5,110,014

shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

3 unchanged sentences

( 59,585,949 )

Total Atlas Lithium Corporation stockholders’ equity (deficit)

( 1,094,469 )

Total Atlas Lithium Co.

stockholders’ equity

Non-controlling interest

1 unchanged sentence

Total liabilities and stockholders’ equity

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

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

LITHIUM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

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

Three months ended September 30

Nine months ended September 30

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

the Three Months Ended March 31, 2023 and 2022

Three months ended March 31

Cost of revenue

4 unchanged sentences

Stock based compensation

Other operating expenses

Total operating expenses

1 unchanged sentence

( 4,479,368 )

( 3,121,892 )

( 2,625,559 )

Other expense (income)

Interest on promissory notes

Amortization of debt discounts and other fees

Extinguishment of debt

Other expense (income)

2 unchanged sentences

( 4,465,353 )

( 3,118,009 )

( 3,102,091 )

Provision for income taxes

( 4,465,353 )

( 3,118,009 )

( 3,102,091 )

Loss attributable to non-controlling interest

2 unchanged sentences

$ ( 531,490 )

$ ( 2,161,835 )

Basic and diluted loss per share

2 unchanged sentences

Basic and diluted

3,434,765,947

2,946,874,985

3,434,765,947

2,659,344,430

Comprehensive loss:

1 unchanged sentence

$ ( 834,743 )

$ ( 3,118,009 )

$ ( 3,102,091 )

Foreign currency translation adjustment

1 unchanged sentence

( 4,399,048 )

( 3,079,139 )

( 3,076,593 )

Comprehensive loss attributable to noncontrolling interests

2 unchanged sentences

$ ( 469,187 )

$ ( 2,405,839 )

$ ( 2,136,143 )

The accompanying notes are

an integral part of the condensed consolidated financial statements.

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

LITHIUM CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

the Three Months Ended September 30, 2022 and 2021

Stockholders’

Preferred Stock

Comprehensive

Noncontrolling

Balance, June 30, 2021

2,925,793,327

$ ( 740,410 )

$ ( 53,727,767 )

$ ( 119,656 )

Conversion of related party convertible notes and other indebtedness into

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

the Three Months Ended March 31, 2023 and 2022

Equity (Deficit)

Series A Preferred Stock

Series D Preferred Stock

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

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

Conversion of convertible notes and accrued interest payable into

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

Stock based compensation

Change in foreign currency translation

of Apollo Resources common stock in connection with equity offerings

Balance, September 30, 2021

3,050,699,071

$ ( 749,421 )

$ ( 54,346,906 )

Stockholders’

Preferred Stock

Comprehensive

Noncontrolling

Balance, June 30, 2022

3,385,151,300

$ ( 651,022 )

$ ( 56,359,935 )

Issuance of common stock in connection with sales made under private

Issuance of common stock in connection with purchase of mining rights

Stock based compensation

Change in foreign currency translation

Sale of Jupiter Gold common stock in connection with equity offerings

Sale of Apollo Resources common stock in connection with equity offerings

( 1,028,192 )

( 1,270,010 )

Balance, September 30, 2022

3,654,524,113

$ ( 687,951 )

$ ( 57,388,127 )

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

ATLAS LITHIUM CORPORATION

CONDENSED CONSOLIDATED

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

For the Nine Months Ended September 30, 2022 and

Stockholders’

Preferred Stock

Comprehensive

Noncontrolling

Equity (Deficit)

Balance, December 31, 2021

1 unchanged sentence

$ ( 54,957,429 )

$ ( 52,185,071 )

$ ( 1,496,252 )

Conversion of related party convertible notes and other indebtedness into

Series D preferred stock

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

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

options and warrants

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

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

Conversion of convertible notes and accrued interest payable into common

Exercise of warrants

Stock based compensation

Change in foreign currency translation

Sale of Jupiter Gold common stock in connection with equity offerings

of Apollo Resources common stock in connection with equity offerings

( 2,161,835 )

( 3,102,091 )

Balance, September 30, 2021

3,050,699,071

Sale of Apollo Resources common stock in connection with equity offerings

Balance, March 31, 2022

$ ( 460,316 )

$ ( 55,488,919 )

Stockholders’

Preferred Stock

Equity (Deficit)

Series A Preferred Stock

Series D Preferred Stock

Comprehensive

Noncontrolling

Stockholders’

Equity (Deficit)

Balance, December 31, 2022

1 unchanged sentence

$ ( 59,585,949 )

$ ( 54,957,429 )

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

Issuance of common stock in connection with purchase of mining rights

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

Exercise of warrants

Stock based compensation

4 unchanged sentences

( 4,465,353 )

Balance, September 30, 2022

3,654,524,113

Balance, March 31, 2023

$ ( 915,224 )

$ ( 63,551,887 )

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

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

LITHIUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

the Nine Months Ended September 30, 2022 and 2021

Nine months ended September 30

STATEMENTS OF CASH FLOWS (UNAUDITED)

the Three Months Ended March 31, 2023 and 2022

Three months ended March 31

Cash flows from operating activities of continuing operations:

$ ( 4,465,353 )

( 3,102,091 )

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

Stock based compensation and services

Amortization of debt discounts

Common stock issued in satisfaction of other financing costs

Convertible debt issued in satisfaction of other financing costs

Preferred stock issued in satisfaction of interest and other financing costs

Loss on extinguishment of debt

Depreciation and amortization

Intagible assets purchase

Other non cash expenses

Changes in operating assets and liabilities:

3 unchanged sentences

Accounts payable and accrued expenses

( 1,058,993 )

Other noncurrent liabilities

10 unchanged sentences

Proceeds from sale of subsidiary common stock to noncontrolling interests

Proceeds from convertible notes payable

Repayment of loans payable

Net cash provided by financing activities

3 unchanged sentences

Cash and cash equivalents at end of period

Supplemental disclosure of non-cash investing and financing activities:

Related party convertible note payable exchanged for stock

Shares issued in connection with conversion of debt and accrued interest

Common stock warrants issued in connection with convertible promissory notes

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

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

LITHIUM CORPORATION

2 unchanged sentences

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 on December 15, 2011.

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

The Company was formally known as Brazil Minerals, Inc.

from January 22, 2013 through September 26, 2022.

Atlas Lithium, through

subsidiaries, owns mineral rights in Brazil for lithium, nickel, rare earths, titanium, graphite, gold, diamonds, and sand, and through

subsidiaries, iron, gold and quartzite.

Lithium Corporation (“Atlas Lithium” or the “Company”) was incorporated under the

laws of the State of Nevada, on December 15, 2011.

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

on mineral exploration in Brazil.

of Presentation and Principles of Consolidation

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the United States of America (“U.S.

GAAP”) for interim financial statements and with the instructions to Form

10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”) and are expressed in

United States dollars.

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial

statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of

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

The results of operations

for the three and nine months ended September 30, 2022 and 2021, are not necessarily indicative of the operating results for the full

fiscal year or any future period.

These unaudited condensed consolidated financial statements should be read in conjunction with the

financial statements and related notes thereto included in Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 29, 2022.

condensed consolidated financial statements include the accounts of the Company;

its 99.99 % owned subsidiary, BMIX Participações

(“BMIXP”), which includes the accounts of BMIXP’s wholly-owned subsidiary, Mineração Duas Barras

(“MDB”), and BMIXP’s 50 % owned subsidiary, RST Recursos Minerais Ltda.

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”) and Lancaster Investimentos Ltda;

its 44.41 % equity interest in Apollo

Resources Corporation (“Apollo Resources”) and its subsidiary Mineração Apollo, Ltda.;

and its 24.56 % equity

interest in Jupiter Gold Corporation (“Jupiter Gold”), which includes the accounts of Jupiter Gold’s wholly-owned subsidiary,

Mineração Jupiter Ltda.

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

interest entities (“VIE”) in accordance with applicable accounting standards and guidance.

As such, the accounts and results

of Apollo Resources, Jupiter Gold and their subsidiaries have been included in the Company’s condensed consolidated financial statements.

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, Atlas Litio Brasil Ltda.

(“Atlas Brasil”),

which includes the accounts of Atlas Brasil’s wholly-owned subsidiary, Mineração Duas Barras Ltda.

and Atlas Brasil’s 50 % owned subsidiary, RST Recursos Minerais Ltda.

its 99.99 % owned subsidiary, Hercules Resources

Corporation (“HRC”), which includes the accounts of HRC’s wholly-owned subsidiary, Hercules Brasil Comercio e Transportes

(“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 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.

material intercompany accounts and transactions have been eliminated in consolidation.

preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amount

of revenues and expenses during the reporting period.

preparation of financial statements in conformity with 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.

2 unchanged sentences

1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets

and the settlement of liabilities in the normal course of business.

The Company has limited working capital, has incurred losses in each

of the past two years, and has not yet received material revenues from sales of products or services.

These factors create substantial

doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustment

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

ability of the Company to continue as a going concern is dependent on the Company generating cash from its operations, the sale of its

stock and/or obtaining debt financing.

Historically, the Company has funded its operations primarily through the issuance of debt and

equity securities.

Management’s plan to fund its capital requirements and ongoing operations include the sale of common stock in

the Company, and, over time, generation of revenue from its mining operations and projects.

Management’s secondary plan to cover

any shortfall is to sell some of its common stock

holdings of Apollo Resources or Jupiter Gold.

There can be no assurance the Company will be

successful in these efforts.

Accounting Pronouncements

1 unchanged sentence

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:

February 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC

Staff Accounting Bulletin No.

119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No.

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

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

The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a

material impact on results of operations.

The Company is in the process of determining the effects the

adoption will have on its consolidated financial statements.

or results of operations.

LITHIUM CORPORATION

2 unchanged sentences

and Equipment

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

following table sets forth the components of the Company’s property and equipment at March 31, 2023 and December 31, 2022:

OF PROPERTY AND EQUIPMENT

September 30, 2022

March 31, 2023

December 31, 2022

Capital assets subject to depreciation:

Computers and office equipment

3 unchanged sentences

$ ( 441,732 )

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

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

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

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

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

Investments without Readily Determinable Fair Values

October 2, 2017, the Company entered into an exchange agreement whereby it issued 25,000,000 shares of its common stock in exchange for

500,000 shares of Ares Resources Corporation.

The Company’s chief executive officer also serves as an officer of Ares Resources

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

The shares were recorded at $ 150,000 , or $ 0.006 per share.

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

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

agreement dated September 28, 2018.

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.

ASC 321-10, the Company elected to use a measurement alternative for its equity investment that does not have a readily determinable

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.

the three months ended March 31, 2023, and 2022, the Company recorded depreciation expense of $ 4,015

and $ 7,571 ,

respectively.

assets consist of mining rights which are not amortized as the mining rights are perpetual.

The carrying value of these mineral

rights at March 31, 2023 and at December 31, 2022 was $ 6,961,449

and $ 4,971,267 ,

respectively.

January 19, 2023, the Company consummated a transaction in which it acquired five 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 has reasons to believe that

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

Company’s obligations under the Acquisition Agreement are:

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

the Company which took place on February 1, 2023 ;

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

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

each of the five areas comprising the Mineral Rights, 30 days after the payment described in item 2 above, the initiation of ten

monthly payments of $ 22,000 ;

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 Item 1300 through Item

1305 of Regulation S-K (“SK1300 Report”), then an additional payment of 10 monthly installments of $10,000 and an additional

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

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

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

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

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.

LITHIUM CORPORATION

2 unchanged sentences

Payable and Accrued Liabilities

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

September 30, 2022

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

March 31, 2023

December 31, 2022

1 unchanged sentence

Mineral rights payable

Accrued interest

3 – OTHER NONCURRENT LIABILITIES

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

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

The balance of these employee related

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

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

The balance of these employee related costs as of March 31, 2023, and December 31, 2022, amounted to $ 76,285 and $ 78,964 , respectively.

4 – STOCKHOLDERS’ EQUITY

and Amendments

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

LITHIUM CORPORATION

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of March 31, 2023, the Company had 4,000,000,000 common shares authorized with a par value of $ 0.001 per share.

December 20, 2022, the Company 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.

Stock Split did not affect the number of shares of authorized stock.

Our common stock began trading on the Over the Courter Bulleting Board 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

In connection with our firm underwritten public offering which closed on January 12, 2023, our common stock started trading

on the Nasdaq Capital Market under the ticker symbol “ATLX” on January 10, 2023.

All share, equity award, and per share

amounts contained in these Condensed Interim Consolidated Financial Statements have been adjusted to reflect the Reverse Stock Split for

all prior periods presented.

A Preferred Stock

2 unchanged sentences

The Certificate

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

the holders of Series A Stock shall vote together as a single class with the holders of the Company’s common stock, whereby the

holders of Series A Stock is entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series

A Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total

votes based on their respective voting power .

D Preferred Stock

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

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

The Certificate

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

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

of common stock.

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

election of the holder.

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

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

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

note principal and $ 75,276 of interest expense.

Months Ended September 30, 2022 Transactions

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

to subscription agreements with accredited investors.

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

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

Months Ended September 30, 2021 Transactions

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

to subscription agreements with accredited investors.

Additionally, the Company issued 504,676,193 shares of common stock upon conversion

of $ 1,234,906 in convertible notes payable and accrued interest.

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

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

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

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

Stock Options

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

to officers and non-management directors.

The options were valued at $ 675,478 in total.

The options were valued using the Black-Scholes

option pricing model with the following average assumptions:

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

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

and an expected term of ten years .

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

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

D Stock Options

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

officers and directors.

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

The options were valued using the Black-Scholes option pricing

model with the following average assumptions:

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

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

and an expected term of ten years .

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

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

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 .

The one outstanding

share of our Series A Stock has been held by our Chief Executive Officer and Chairman, Mr.

Marc Fogassa since December 18, 2012.

LITHIUM CORPORATION

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

D Preferred Stock

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

Series D Convertible Preferred Stock (“Series D Stock”) to designate 1,000,000

shares of a new series of preferred stock.

The Certificate of Designations, Preferences and Rights of Series D Convertible Preferred

Stock (the “Series D COD”) 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.

Pursuant to the Series D COD, one share of

Series D Stock is convertible into 10,000

shares of common stock and may be converted at any time at the election of the holder.

Holders of the Series D Stock are not

entitled to any liquidation preference over the holders of common stock and are entitled to any dividends or distributions declared

by the Company on a pro rata basis.

September 15, 2021, the Company issued 214,006

shares of Series D Stock to Marc Fogassa for

the conversion of $ 566,743

in convertible note principal and $ 75,275

of interest expense.

Months Ended March 31, 2023, Transactions

January 9, 2023 (the “Effective Date”), the company, entered into an underwriting agreement (the “Underwriting

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

“Representative”), pursuant to which the Company agreed to sell an aggregate of 675,000

shares of the Company’s common stock, par value $ 0.001

(“Common Stock”), to the Representative, at a public offering price of $ 6.00

per share (the “Offering Price”) in a firm commitment public offering (the “Offering”).

The Company also

granted the Representative a 45-day option to purchase up to 101,250

additional shares of the Company’s Common Stock upon the same terms and conditions for the purpose of covering any

over-allotments in connection with the Offering (the “Over-Allotment Option”).

On January 11, 2023, the Representative

delivered its notice to exercise the Over-Allotment Option in full.

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

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

9, 2023 (the “Registration Statement”).

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

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

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

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

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

The Representative’s Warrants are exercisable for a period

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

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

Aggregate gross proceeds from the Offering were

$ 4,657,500 .

The “ Intangible

Assets ” discussion in Note 2 above, is incorporated herein by reference.

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.

Additionally,

during the three months ended March 31, 2023, the Company sold an aggregate of 91,500

shares of our common stock to Triton Funds, LP (“Triton”) for total gross proceeds of $ 831,834

pursuant to a Common Stock Purchase Agreement (the

“CSPA”) entered into between the Company and Triton Funds, LP, dated February 26, 2021.

For a description of the transactions

contemplated under the CSPA, please refer to our Form 8-K filed with the Commission on March 2, 2021.

Months Ended March 31, 2022, Transactions

the three months ended March 31, 2022, the Company issued 120.399 shares of common stock for gross proceeds of $ 397,999 pursuant to subscription

agreements with accredited investors.

Stock Options

the three months ended March 31, 2023, and 2022, 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 ranges of assumptions:

OF OPTIONS FAIR VALUE ASSUMPTIONS

Expected volatility

272.06 % – 280.94 %

79.00 % – 220.00 %

Risk-free interest rate

3.42 % – 3.99 %

0.9 % – 1.83 %

Stock price on date of grant

$ 7.0000 - $ 13.3500

$ 4.50 - $ 6.00

Dividend yield

Expected term

in common stock options for the three months ended March 31, 2023, and 2022 were as follows:

OF OUTSTANDING AND EXERCISABLE OPTIONS

Number of Options Outstanding and Vested

Exercise Price

Remaining Contractual

Aggregated Intrinsic

Outstanding and vested, January 1, 2023

Outstanding and vested, March 31, 2023

Number of Options Outstanding and Vested

Exercise Price

Remaining Contractual

Aggregated Intrinsic

Outstanding and vested, January 1, 2022

Outstanding and vested, March 31, 2022

in Series D preferred stock options for the three months ended March 31, 2023 and 2022 were as follows:

Number of Options Outstanding and Vested

Weighted Average Exercise Price 1

Remaining Contractual Life (Years)

Aggregated Intrinsic Value

Outstanding, January 1, 2023

Outstanding and vested, March 31, 2023

Number of Options Outstanding and Vested

Weighted Average Exercise Price 1

Remaining Contractual Life (Years)

Aggregated Intrinsic Value

Outstanding, January 1, 2022

Outstanding and vested, March 31, 2022

presents the exercise price required to purchase one share of Series D Stock, which is convertible into 13

and 1/3 shares of common stock at any time at the election of the holder.

Series D preferred stock options vested immediately upon issuance and are exercisable for a period of ten years from the date of issuance.

The Series D preferred stock options issued in the three months ended March 31, 2023, were issued with a total grant date fair value of

Purchase Warrants

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 .

the three months ended March 31, 2023, and 2022, the Company issued common stock purchase warrants to EF Hutton.

All warrants are vested within

180 days from issuance and are exercisable for a period of two to five years from the date of issuance.

Changes in stock purchase warrants

for the three months ended March 31, 2023, and 2022 were as follows:

SCHEDULE OF WARRANT ACTIVITY

Number of Options Outstanding and Vested

Weighted Average Exercise Price

Weighted Average Contractual

Aggregated Intrinsic Value

Outstanding and vested, January 1, 2023

Warrants issued (1)

Outstanding and vested, March 31, 2023

warrants issued in the three months ended March 31, 2023 had a total grant date fair value

of $ 197,614 , as valued using the Black-Scholes option pricing model with the following assumptions:

our stock price on the date of the grant which was $ 8.10 , expected dividend yield of 0.0 %,

expected volatility of 205.19 % estimated based on historical share price volatility, a risk-free

interest rate of 3.54 %, and an expected term of 5 years.

Number of Options Outstanding and Vested

Weighted Average Exercise Price

Weighted Average Contractual

Aggregated Intrinsic Value

Outstanding and vested, January 1, 2022

Outstanding and vested, March 31, 2022

5 – COMMITMENTS AND CONTINGENCIES

Company leases office space in the U.S.

Company rents office space in the U.S.

for approximately $ 5,750 on a month-to-month basis.

The Company also leases office space in Brazil.

Such costs are immaterial to the condensed consolidated financial statements.

The Company also rents office space in Brazil.

Such costs are immaterial to the consolidated financial statements.

6 – RELATED PARTY TRANSACTIONS

Gold Corporation

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

shares of its common

stock to Marc Fogassa at prices ranging between $ 0.01

were valued at $ 77,982

and recorded to stock-based

compensation.

the three months ended March 31, 2023, Jupiter Gold granted options to purchase an aggregate of 105,000 shares of its common stock to

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

The options were valued at $ 30,011 and recorded to stock-based compensation.

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

the Company’s

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

expected dividend yield

the Company’s stock

price on the date of the grant ($ 1.00 to $ 1.49 ), expected dividend yield of 0 %, historical volatility calculated at 224 %, risk-free interest

rate between a range of 3.40 % to 4.26 %, and an expected term between 5 and 10 years.

the three months ended March 31, 2022, Jupiter Gold granted options to purchase an aggregate of 210,000 shares of its common stock to

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

The options were valued at $ 27,033 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 ($ 0.25 to $ 0.30 ), expected dividend yield of 0 %, historical volatility calculated at 232 %, risk-free interest

rate between a range of 1.59 % to 1.79 %, and an expected term between 5 and 10 years.

Resource Corporation

the three months ended March 31, 2023, Apollo Resources granted options to purchase an aggregate of 45,000

shares of its common stock to Marc Fogassa at

a price of $ 0.01

The options were valued at $ 55,944

and recorded to stock-based compensation.

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

the Company’s stock price

on the date of the grant ($ 5.00 ),

expected dividend yield of 0 %,

historical volatility calculated at 58 %,

risk-free interest rate between a range of 3.40 %

and an expected term between five

Resource Corporation

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

and an expected term of 10

the three months ended March 31, 2022, Apollo Resources granted options to purchase an aggregate of 135,000 shares of its common stock

to Marc Fogassa at a price of $ 0.01 per share.

2 unchanged sentences

the Company’s stock price on the

date of the grant which ranged from $ 1.00 to $ 1.25 , expected dividend yield of 0 % , historical volatility calculated at 71 % , risk-free

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

LITHIUM CORPORATION

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

date of the grant ($ 0.10 to $ 5.00 ), expected dividend yield of 0 %, historical volatility calculated at 71 %, risk-free interest rate between

a range of 0.68 % to 2.34 %, and an expected term between 5 and 10 years.

7 – RISKS AND UNCERTAINTIES

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.

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

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

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.

operate primarily in Brazil which exposes us to currency risks.

Our business activities may generate intercompany receivables or payables

that are in a currency other than the functional currency of the entity.

Changes in exchange rates from the time the activity occurs

to the time payments are made may result in it receiving either more or less in local currency than the local currency equivalent at

the time of the original activity.

consolidated financial statements are denominated in U.S.

Accordingly, changes in exchange rates between the applicable foreign

currency and the U.S.

dollar affect the translation of each foreign subsidiary’s financial results into U.S.

dollars for purposes

of reporting in the consolidated financial statements.

Our foreign subsidiaries translate their financial results from the local currency

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’

dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement.

(a) income statement accounts are translated at average exchange rates for the period;

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.

8 – SUBSEQUENT EVENTS

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to September 30, 2022 to the date

these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose

in these consolidated financial statements.

July 18, 2022, the Board of Directors adopted resolutions to effect a reverse stock split of the Company’s issued and

outstanding shares of Common Stock at a ratio of 1-for-750 without affecting the number of shares of authorized Common Stock (the

“Originally Intended Reverse Stock Split”).

The holder of the majority voting power of our voting stock (the

“Majority Stockholder”) approved the Originally Intended Reverse Stock Split by written consent on July 18, 2022, in lieu

of a meeting of stockholders as permitted under the Nevada Revised Statute (“NRS”) Section 78.320(2) and the

company’s bylaws, as then amended (the “Bylaws”).

For additional information on the Originally Intended Reverse

Stock Split, refer to the Definitive Information Statement filed by the Company with the U.S.

Securities and Exchange Commission

(the “SEC” or the “Commission”) on July 29, 2022 (the “2022 Information Statement”) and the Form 8-K filed by the Company with

the SEC on December 22, 2022, both available on EDGAR at www.sec.gov.

December 20, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State

of Nevada (“SOS”) that was intended to effect the Originally Intended Reverse Stock Split (the “Original Articles Amendment”).

In April 2023, the Board of Directors determined (i) that the Original Articles Amendment inaccurately stated that the Originally Intended

Reverse Stock Split was obtained by a stockholder vote under NRS 78.390, while approval of the stockholders was required under NRS 78.2055,

with the holders of common stock voting as a separate class;

and (ii) that the Original Articles Amendment was a nullity in that, under

Nevada law, filing an amendment to articles of incorporation is not necessary to effectuate a reverse stock split.

As a result, the Board

of Directors determined that it would be in the best interest of the Company to take corrective action to remedy the inaccuracy and to

file the documents that would have been necessary to effectuate a 1-for-750 reverse stock split of the issued and outstanding Common

Stock with a corresponding split of the authorized Common Stock (the “Rectified Reverse Stock Split”) and then immediately

thereafter increase the number of shares of authorized Common Stock back to the number it was prior to the Rectified Reverse Stock Split

as of December 20, 2022.

to the action of the Company’s board of directors by unanimous written consent on April 21, 2023, the board of directors authorized

and approved (i) the Certificate of Correction to correct the Original Articles Amendment (the “Certificate of Correction”),

and (ii) the Certificate of Change Pursuant to NRS 78.209 (the “Certificate of Change”) including the Certificate of Validation

of the Certificate of Change (the “Change Validation Certificate”) in order to decrease the number of shares of the Company’s

issued and outstanding shares of common stock and correspondingly decrease the number of authorized shares of common stock, each at a

ratio of 1-for-750 , retroactively effective as of December 20, 2022, without a vote of the stockholders.

The board of directors also

directed that the Company file the Certificate of Correction with the SOS and thereafter file the Certificate of Change including the

Change Validation Certificate with the SOS.

Pursuant to the NRS, no stockholder approval for this action was required.

Company will file the Certificate of Correction and the Certificate of Change including the Change Validation Certificate with the SOS

no earlier than May 25, 2023, which is the twenty (20) calendar days after the mailing of the Information Statement to the stockholders

of record, pursuant to Rule 14c-2 under the Exchange Act.

In connection with these corporate actions, the Company filed an Information

Statement with the SEC on May 2, 2023.

Upon the filing of the Certificate of Correction the Original Articles Amendment will be nullified

and the intention to effectuate a reverse stock split of 1-for-750 will be validated retroactively as of December 20, 2022, at the original

filing date and time of the Original Articles Amendment.

carry out the original intent of the Originally Intended Reverse Stock Split and in light of the correction, ratification and validation

of the Rectified Reverse Stock Split as described above, the Company’s Board of Directors and the Majority Stockholder approved

on April 21, 2023 the Authorized Capital Increase Amendment to increase the authorized number of shares of Common Stock from 5,333,334

shares to 4,000,000,000 shares retroactively as of December 20, 2022, in accordance with the board’s and stockholders’ original

intent in effecting the Originally Intended Reverse Stock Split.

the Board of Directors determined that it was advisable and in the best interests of the Company to amend and restate the Company’s

articles of incorporation (as amended to date, the “Current Articles”) to decrease the number of shares of authorized common

stock to two hundred million ( 200,000,000 )

and to amend certain other provisions in the Company’s Current Articles (the “Amended and Restated Articles”).

Board of Directors and the Majority Stockholder determined to decrease the number of shares of our authorized common stock in order to

reduce the number of shares available for issuance given that the large number of shares of common stock authorized for issuance may

have a perceived negative impact on any potential future efforts to attract additional financing due to the dilutive effect of having

such a large number of shares available for issuance.

On April 21, 2023, the Company’s board of directors and the Majority Stockholder

approved the Amended and Restated Articles.

All the actions described herein will take effect upon filing with the SOS, which is not

expected to take place prior to May 25 , 2023.

On May 2, 2023, Atlas

Lithium Corporation (the “Company”) and Atlas Litio Brasil Ltda., a Brazilian subsidiary of the Company (the

“Company Subsidiary”), entered into a Royalty Purchase Agreement (the “Purchase Agreement”) with Lithium

Royalty Corp., a Canadian company listed on the Toronto Stock Exchange (the “LRC”).

The transaction contemplated under

the Purchase Agreement closed simultaneously on May 2, 2023, whereby the Company Subsidiary sold to LRC in consideration for $ 20,000,000 in

cash, a royalty interest equaling 3 %

of future gross revenue (the “Royalty”) to be received by the Company Subsidiary from the sale of products from certain

19 mineral rights and properties that are located in Brazil and held by the Company Subsidiary (the “Property”).

On the same day, the Company

Subsidiary and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant to which the Company

Subsidiary grants LRC the Royalty and undertakes to calculate and make royalty payment on a quarterly basis commencing from the first

receipt of the sales proceeds with respect to the products from the Property.

The Royalty Agreement contains other customary terms, including

but not limited to, the scope of the gross revenue, the Company Subsidiary’s right to determine operations, and LRC’s information

and audit rights.

Under the Royalty Agreement, the Company Subsidiary also grants LRC a one-year option to purchase additional royalty interest

with respect to certain additional Brazilian mineral rights and properties on the same terms and conditions as the Royalty, at a total

purchase price of $ 5,000,000 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements