What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-05-15 compared with 2022-11-01 · 238 added, 161 removed, 29 unchanged (93% of the section changed)

2 unchanged sentences

financial statements and the notes to those financial statements appearing elsewhere in this Report.

Quarterly Report contains forward-looking statements.

Forward-looking statements for Atlas Lithium Corporation reflect current expectations,

as of the date of this Quarterly Report, and involve certain risks and uncertainties.

Actual results could differ materially from those

anticipated in these forward- looking statements as a result of various factors.

Factors that could cause future results to materially

differ from the recent results or those projected in forward-looking statements include:

unprofitable efforts resulting not only from

the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and

quality to return a profit from production;

market fluctuations;

government regulations, including regulations relating to royalties,

allowable production, importing and exporting of minerals, and environmental protection;

the loss of services of key personnel;

unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of infrastructure

as well as general economic conditions.

We are a U.S.

mineral exploration

and mining company with lithium projects and properties in other critical battery metals to power the Green Energy Revolution –

nickel, rare earths, graphite, and titanium.

Our current focus is on developing our hard-rock lithium project located in Minas Gerais

state in Brazil at a well-known, premier pegmatitic district in Brazil.

We intend to produce and sell lithium concentrate, a key ingredient

for battery supply chain.

Lithium is essential for batteries in electric vehicles and demand is expected to outstrip supply.

All of our mineral projects

and properties are located in Brazil and, as of the date of this prospectus, our mineral rights portfolio for battery metals includes

approximately 72,344 acres (293 km 2 ) for lithium in 59 mineral rights, 54,950 acres for nickel (222 km 2 ) in 15 mineral

rights, 30,054 acres (122 km 2 ) for rare earths in seven mineral rights, 22,050 acres (89 km 2 ) for titanium in seven

mineral rights, and 13,766 acres (56 km 2 ) for graphite in three mineral rights.

We believe that we hold the largest portfolio

of lithium mineral exploration properties in Brazil, a premier and well-established jurisdiction for hard-rock lithium.

We also believe

that we are among the largest holders by size and breadth in exploration projects for other critical and battery metals among publicly

traded companies.

We are primarily focused

on advancing and developing our hard-rock lithium project located in the state of Minas Gerais, Brazil, where some of our high-potential

mineral rights are adjacent to or near large lithium deposits that belong to a competitor, a Nasdaq listed company.

Our Minas Gerais Lithium

Project is our largest endeavor and consists of 52 mineral rights spread over 56,078 acres (227 km 2 )

and predominantly located within the Brazilian Eastern Pegmatitic Province which has been surveyed by the Brazilian Geological Survey

and is known for the presence of hard rock formations known as pegmatites which contain lithium-bearing minerals such as spodumene and

Generally, lithium derived from pegmatites is less costly to purify for uses in high technology applications than lithium obtained

Such applications include the battery supply chain for electric vehicles (“EVs”), an area of expected high growth

for the next several decades.

We believe that we can materially

increase our value by the acceleration of our exploratory work and quantification of our lithium mineralization.

Our initial commercial

goal is to be able to enter production of lithium-bearing concentrate, a product which is highly sought after in the battery

supply chain for EVs.

According to Benchmark Mineral

Intelligence, demand for lithium-ion batteries is set to grow six-fold by 2032 as global automakers scale up production of EVs.

meet the world’s lithium requirements would require 74 new lithium mines with an average size of 45,000 tonnes by 2035.

also own 44.41% of the shares of common stock of Apollo Resources Corporation (“Apollo Resources”), a private company currently

primarily focused on the development of its initial iron mine.

We also own approximately

24.22% of Jupiter Gold Corporation (“Jupiter Gold”), a company focused on the development of gold projects and a quartzite

mine, and whose shares of common stock are quoted on the OTCQB under the symbol “JUPGF.” The results of operations from both

Apollo Resources and Jupiter Gold are consolidated in our financial statements under U.S.

the self-titled “Mineral Resources Company for the Green Energy Revolution,” we are deeply committed to Environmental, Social,

and Corporate Governance (“ESG”) causes.

We have an ESG Chief who coordinates our efforts in these important matters.

the last few years, we planted more than 6,000 trees of diverse types for the benefit of local populations in areas in which we operate

and constructed over 1,000 small retention walls to preserve and enhance dirt access roads used by such communities.

Separately, many

of our work needs have been specifically delegated to firms owned or managed by women and minorities.

are an expl oration stage company and we have no “reserves”

as such term is defined by Regulation S-K, Subpart 1300 (“Regulation S-K 1300”).

the third quarter of 2022, our primary focus was on the continuation of drilling of our Neves Area, one of the 52 mineral rights that

comprise our Minas Gerais Lithium Project.

Other highlights of the period included:

published the initial Technical Report Summary on the Neves Area authored by SLR International

Corporation, a premier and independent mineral evaluation firm.

This exploration report was

prepared in accordance with Regulation S-K 1300.

were approached in an unsolicited manner by two large companies seeking to secure lithium supply

and conversations are ongoing;

there can be no assurance, however, that these discussions will result

in any orders.

the end of the third quarter of 2022, the following items have taken place:

retained MZ Global, a well-known international consultancy, to lead our investor relations

and shareholder communications program.

launched our new website ( www.atlas-lithium.com ).*

hired a Director of Lithium Processing and have started metallurgical studies towards establishment

of our processing route for production of commercial lithium concentrate.

hired a Director of Strategic Development to lead certain business development efforts.

addition, and as previously disclosed, we continue to actively work towards the uplisting of our common stock to the Nasdaq Capital Market.

*The information contained

in our website is not incorporated by reference into this Quarterly Report on Form 10-Q.

discussion and analysis below include forward-looking statements that are subject to risks, uncertainties and other factors described

in the “Risk Factors” section that could cause actual results could differ materially from those anticipated in these forward-

looking statements as a result of various factors.

Additionally, our historical results are not necessarily indicative of the results

that may be expected for any period in the future.

Atlas Lithium

Corporation (“Atlas Lithium,” the “Company,” “we,” “us,” or “our”) is

a mineral exploration and development company with a lithium project and multiple lithium exploration properties.

In addition, we

own exploration properties in other battery minerals, including nickel, rare earths, graphite, and titanium .

current focus is the development from exploration to active mining of our hard-rock lithium project located in the state of Minas

Gerais State in Brazil at a well-known, premier pegmatitic district in Brazil, which has been recently denominated by the government

of Minas Gerais as “Lithium Valley”.

We intend to mine and then process our lithium-containing ore to produce lithium concentrate (also known as spodumene concentrate), a key ingredient for the battery supply chain.

are in the initial stages of planning to develop and own 100% of a processing facility capable of producing 150,000 tons of lithium

concentrate annually.

However, there can be no assurance that we will have the necessary capital resources to develop such facility

or, if developed, that we will reach the production capacity necessary to commercialize our products and with the quality needed to

meet market demand.

of our mineral projects and properties are located in Brazil and our mineral rights portfolio for battery minerals

includes approximately 75,040 acres (304 km 2 ) for lithium in 64 mineral rights, 54,950 acres for nickel (222

km 2 ) in 15 mineral rights, 30,054 acres (122 km 2 ) for rare earths in seven mineral rights, 22,050 acres (89

km 2 ) for titanium in seven mineral rights, and 13,766 acres (56 km 2 ) for graphite in three mineral rights.

believe that we hold the largest portfolio of exploration properties for battery minerals in Brazil, a premier and well-established

mining jurisdiction.

are primarily focused on advancing and developing our hard-rock lithium project located in the state of Minas Gerais, Brazil, where some

of our high-potential mineral rights are adjacent to or near large lithium deposits that belong to Sigma Lithium Corporation (Nasdaq:

Our Minas Gerais Lithium Project (“MGLP”) is our largest project and consists of 57 mineral rights spread over 58,774

acres (238 km 2 ) and predominantly located within the Brazilian Eastern Pegmatitic Province which has been surveyed by the

Brazilian Geological Survey and is known for the presence of hard rock formations known as pegmatites which contain lithium-bearing minerals

such as spodumene and petalite.

believe that we can increase our value by the acceleration of our exploratory work and quantification of our lithium mineralization.

Our initial commercial goal is to be able to enter production of lithium concentrate, a product which is highly sought

after in the battery supply chain for electric vehicles.

also have 100%-ownership of early-stage projects and properties in other minerals that are needed in the battery supply chain and high

technology applications such as nickel, rare earths, graphite, and titanium.

We believe that the shift from fossil fuels to battery power

may yield long-term opportunities for us not only in lithium but also in such other minerals.

Additionally, we have 100%-ownership of several mining concessions for gold and diamonds, two of which also include

industrial sand.

As our corporate focus became our lithium properties, we stopped alluvial gold and

diamond exploration efforts in 2018 and the sale of our industrial sand in 2022.

also own 45.11% of the shares of common stock of Apollo Resources Corporation (“Apollo Resources”), a private company primarily focused on the development of its initial iron mine.

also own approximately 28.72% of the shares of common stock of Jupiter Gold Corporation (“Jupiter Gold”), a company

focused on the exploration of two gold projects and the development of a quartzite mine, and whose common stock are quoted on the

OTCQB marketplace under the symbol “JUPGF.” The quartzite mine is fully permitted and is expected to start operations in

Resources and Jupiter Gold have not generated any revenues to date.

The results of operations from both Apollo Resources and Jupiter

Gold are consolidated in our financial statements under U.S.

October 17, 2022, we entered into an investor relations consulting agreement with MZHCI, LLC, a U.S.

ongoing drilling campaign is delineating the lithium resources of our 100%-owned Neves Project, a cluster of four lithium mineral rights within MGLP.

Our current geological team is comprised

of 13 geologists, with 11 of them being full-time.

To support the work of our geologists we have 17 full-time field and support technicians

and machinery operators.

Our geological team and our exploration campaign is supervised by Volodymyr Myadzel, Ph.D., a Qualified Person

for lithium as such term is defined in Subpart 1300 of Regulation S-K promulgated by the U.S.

and Exchange Commission (“Regulation S-K 1300”) .

have engaged SGS Canada Inc.

(“SGS”), and, in particular, their geologist Marc-Antoine Laporte, a Qualified Person for lithium

under Regulation S-K 1300 , to produce a mineral resource estimate report (the “Maiden

Resource Report”) for our Neves Project in accordance with Regulation S-K 1300.

Laporte is the author of mineral resource reports

for two other companies which have hard-rock lithium projects in Lithium Valley, the general area where our Neves Project is located,

and has worked on lithium properties in Lithium Valley since 2017.

Laporte visited our Neves Project between May 4 and May 6, 2023.

The Maiden Resource Report is expected to be completed during the third quarter of 2023.

Maiden Resource Report will update and replace our

previously filed SLR International Corporation’s technical report summary entitled

“S-K 1300 Technical Report Summary on the Das Neves Lithium Project” (the “Initial Exploration Report”),

with an effective date of August 10, 2022, and a signature date of August 31, 2022.

The Initial Exploration Report presented

recommendations to us on further steps necessary for the delineation of the lithium resources at our Neves Project.

At the time of

the Initial Exploration Report, we had one drill on site and 1,213 meters drilled in total.

Currently, we have 10 active drills

operating and have drilled, as of May 4, 2023, an aggregate of 19,017 meters.

The current drilling campaign pace is approximately

6,500 meters drilled per month.

our Neves Project, our current focus is drilling within and around our flagship pegmatite, “Anitta,” a 1.1-kilometer formation

which remains open along strike and at depth, and has been proven to contain spodumene, a key lithium-bearing mineral.

Campaign Highlights (drill holes in numerical sequence)

Li 2 O over 13.1m from 74.0m to 87.1m, which includes:

Li 2 O over 4.0m from 76.7m to 80.8m and

Li 2 O over 3.1m from 84.0m to 87.1m

Li 2 O over 5.02m from 83.41m to 88.43m

Li 2 O over 15.0m from 60.5m to 75.5m, which includes:

Li 2 O over 5.0m from 66.5m to 71.5m

Li 2 O over 9.95m from 82.66m to 92.61m, which includes:

Li 2 O over 3.0m from 86.55m to 89.55m

Li 2 O over 8.8m from 50.0m to 58.8m

Li 2 O over 9.1m from 107.4m to 116.6m

Li 2 O over 9.0m from 119.2m to 128.2m

Li 2 O over 22.2m from 83.0m to 105.2m, which includes:

Li 2 O over 4.0m from 94.0m to 98.0m

Li 2 O over 17.9m from 141.81m to 159.71m, which includes:

Li 2 O over 9.0m from 150.0m to 159.0m

Li 2 O over 9.87m from 54.18m to 64.05m

Li 2 O over 13.0m from 92.2m to 105.2m

Li 2 O over 10.6m from 119.5m to 130.1m

Li 2 O over 11.0m from 132.1m to 143.1m, which includes:

Li 2 O over 5.0m from 135.1m to 140.1m

Li 2 O over 25.43m from 54.15m to 79.58m, which includes:

Li 2 O over 6.5m from 54.15m to 60.15m,

Li 2 O over 0.55m from 60.15m to 60.70m, and

Li 2 O over 5.0m from 71.5m to 76.5m

Li 2 O over 14.85m from 43.75m to 58.60m

Li 2 O over 2.4m from 78.31m to 80.72m

Li 2 O over 8.74m from 137.26m to 146.00m

Li 2 O over 3.2m from 65.8m to 69.0m

Li 2 O over 14.0m from 70.0m to 84.0m, which includes:

Li 2 O over 5.0m from 70.01m to 75.0m

Li 2 O over 47.00m from 7.00m to 54.00m, which includes:

Li 2 O over 7.0m from 13.0m to 20.0m and

Li 2 O over 9.0m from 150.0m to 159.0m

drilling and sampling follow strict QA/QC protocols established under best practices.

All lithium samples are analyzed at

SGS-Geosol, the premier analytical laboratory used by reputable mining companies in Brazil.

Normally geochemical results are

obtained from SGS-Geosol three weeks after submission of the samples for analysis.

Of note, recent

drill hole DHAB-104 yielded a large aggregate total of 99.1 meters (325 feet) of visually appearing spodumene;

geochemical assays for DHAB-104 are pending.

Metallurgical

April 24, 2023, we announced the receipt of the metallurgical report (the “Metallurgical Report”) from SGS for studies performed

over several months on a representative ore sample from our Neves Project.

The Metallurgical Report showed that a very high grade of

7.22% was achieved for Heavy Liquid Separation (“HLS”).

Commercial-grade lithium concentrate was obtained from our representative

sample using standard Dense Media Separation (“DMS”), a gravity-based approach which does not use any harmful chemicals or

The Metallurgical Report also showed final lithium concentrate grading of 6.04% Li 2 O with only 0.53% Fe 2 O 3 ,

and a lithium recovery of 70%.

Our desired target was the production of concentrate grading 6.0% Li 2 O with less than 1.0%

Fe 2 O 3 , and these targets were exceeded.

SGS has been providing testing and analytical services to the mining industry

since 1941 and has earned the reputation as a leading provider of metallurgical services.

Metallurgical Report will become a chapter in the Maiden Resource Report described above.

The Metallurgical Report also allows SGS

to begin work towards a Preliminary Economic Assessment of the Neves Project which is a technical study expected to be issued after

the Maiden Resource Report.

January 18, 2023, we announced that we had signed a Memorandum of Understanding (“MOU”) with Mitsui & Co., Ltd.

(“Mitsui) with respect to Mitsui’s potential interest in acquiring the right to purchase our future lithium concentrate

Mitsui is one of the world’s most diversified comprehensive trading,

investment, and service enterprises.

Headquartered in Tokyo, Japan, Mitsui maintains a global network of 128 offices in 63 countries

general terms, the MOU contemplates potential funding from Mitsui to us of up to $65 million (the “Offtake Funding”),

in tranches and subject to the achievement of specific milestones acceptable to Mitsui, that would give Mitsui the right to buy up to

100% of our future production from our planned plant with output capacity of 150,000 tons of lithium concentrate per year

(the “Plant”).

The Offtake Funding would be primarily used by us for the construction of the Plant.

Lithium concentrate

produced by the Plant would then be available for purchase by Mitsui at a price generally based on the then-prevailing market price.

The MOU is non-binding and non-exclusive for both companies.

Royalty Corp.

May 2, 2023, we and Atlas Litio Brasil Ltda.

(“Atlas Litio”), our Brazilian subsidiary, entered into a Royalty Purchase Agreement

with Lithium Royalty Corp., a Canadian company listed on the Toronto Stock Exchange (“LRC”), whereby Atlas Litio sold to

LRC in consideration for $20,000,000 in cash, a royalty interest equaling 3% of the future gross revenue to be received by Atlas Litio

from the sale of products from certain 19 mineral rights and properties that are located in Brazil and held by Atlas Litio.

principals at LRC are known for their experience in the lithium industry.

Prior to this transaction,

LRC was composed of 30 royalties on 28 properties, with two properties in production, four properties in construction and 22 properties

in development or exploration.

LRC is a signatory of the Principles for Responsible Investment and the integration of ESG factors

is a key aspect of their investment analysis and a key consideration in their target investment criteria.

A s part of LRC’s

due diligence, Mr.

Ernie Ortiz, LRC’s President and CEO, visited our Neves Project between April 5, 2023, and April 7, 2023.

of Operations

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

for the three months ended September 30, 2022 totaled $3,301, compared to revenue of $2,984 during the three months ended September 30,

2021 representing an increase of 10.62%.

This revenue comes from sales of industrial sand during the rainy season.

Industrial sand is

a residual business line as we are primarily focused on our lithium exploration program.

of goods sold for the three months ended September 30, 2022 totaled $27,534, as compared to cost of goods sold of $27,382 during the

three months ended September 30, 2021 representing an increase of 0.55%.

Cost of goods sold is primarily comprised of labor, fuel, and

repairs and maintenance on our mining equipment.

loss for the three months ended September 30, 2022 totaled $24,233, compared to gross loss of $24,398 during the three months ended September

30, 2021, representing a decrease of 0.68%.

expenses for the three months ended September 30, 2022 totaled $1,247,694, compared to operating expenses of $707,335 during the three

months ended September 30, 2021, representing an increase of 76.39%.

The increase was mostly due to higher general and administrative

expenses related to public company costs and higher compensation cost of officers and directors.

a result, we incurred a net loss attributable to our stockholders of $1,028,192, or $0.00 per share, for the three months ended September

30, 2022, compared to a net loss attributable to our stockholders of $619,139, or $0.00 per share, during the three months ended September

Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021

for the nine months ended September 30, 2022 totaled $6,145, compared to revenue of $9,088 during the nine months ended September 30,

2021, representing a decrease of 32.38%.

This revenue comes from sales of industrial sand during the rainy season.

Industrial sand is

a residual business line as we are primarily focused on our lithium exploration program.

of goods sold for the nine months ended September 30, 2022 totaled $63,732, as compared to cost of goods sold of $74,476 during the nine

months ended September 30, 2021, representing a decrease of 14.43%.

Cost of goods sold is primarily comprised of labor, fuel, and repairs

and maintenance on our mining equipment.

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

to our exploratory efforts.

loss for the nine months ended September 30, 2022 totaled $57,587, compared to gross loss of $65,388 during the nine months ended September

30, 2021, representing an improvement of 11.93%.

expenses for the nine months ended September 30, 2022 totaled $3,064,305, compared to operating expenses of $2,560,171 during the nine

months ended September 30, 2021, representing an increase of 19.69%.

The increase was mostly due to higher general and administrative

expenses related to public company costs and higher compensation cost of officers and directors.

a result, we incurred a net loss attributable to our stockholders of $2,430,698, or $0.00 per share, for the nine months ended September

30, 2022, compared to a net loss attributable to our stockholders of $2,161,835, or $0.00 per share, during the nine months ended September

Three Months Ended March 31, 2023, Compared to the Three Months ended March 31, 2022

loss for the three months ended March 31, 2023, totaled $3,965,938, compared to net of $531,490 during the three months ended March 31,

The increase on loss is mainly due to:

general and administrative expenses in the period due to approximately $1,030,000 in non-recurring transaction costs

associated with our Offering in January 2023 in connection with the listing of our common stock on the Nasdaq Capital

Higher compensation costs

in the period due to $712,000 to satisfy certain contractual obligations to management team members, a number of which are non-recurring;

increase in stock-based compensation expenses by $740,826 compared to prior period reflecting increase in our common stock share

price and new members of the management team eligible for the stock-based compensation program;

Higher exploration expenses

for the period due the execution of the drilling program on our 100% owned Minas Gerais Lithium Project.

and Capital Resources

of September 30, 2022, we had cash and cash equivalents of $418,263 and a working capital deficit of $2,475,660.

cash used by operating activities totaled $258,293 for the nine months ended September 30, 2022, compared to net cash used of $1,201,277

during the nine months ended September 30, 2021 representing an decrease in cash used of $942,984.

Net cash used in investing activities

totaled $2,573,86 for the nine months ended September 30, 2022, compared to net cash used of $272,153 during the nine months ended September

30, 2021, representing an increase in cash used of $2,301,673.

Net cash provided by financing activities totaled $3,188,736 for the nine

months ended September 30, 2022, compared to $1,237,542 during the nine months ended September 30, 2021, representing an increase in

cash provided of $1,951,194.

have limited working capital, have historically incurred net operating losses, and have not yet received material revenues from the sale

of products or services.

These factors create substantial doubt about our ability to continue as a going concern.

of March 31, 2023, we had cash and cash equivalents of $4,987,751 and a working capital of $2,596,943.

cash used by operating activities totaled $3,663,428 for the three months ended March 31, 2023, compared to net cash used of

$506,071 during the three months ended March 31, 2022, representing a decrease in cash available of $3,157,357 or 623%.

increase in net cash used by operating activities was mainly due to:

of our lithium exploration program costs of approximately $1,028,000;

listing, non-recurrent expenses of approximately $1,030,000;

in compensation expenses due to the increase of management and exploration teams.

cash used in investing activities totaled $1,275,972 for the three months ended March 31, 2023, compared to net cash used of $152,998

during the three months ended March 31, 2022, representing an increase in cash used of $1,122,974 or 733%.

The increase refers to the

purchase of lithium mining rights.

cash provided by financing activities totaled $9,564,335 for the three months ended March 31, 2023, compared to $622,999 during the three

months ended March 31, 2022, representing an increase in cash provided of $8,941,336 or 1,435%.

The increase is mainly due to:

● Our Offering which closed on January 12, 2023, with aggregate gross proceeds of $4,657,500.

Purchase Agreement with two investors, pursuant to which we agreed to issue and

sell to the Investors in a Regulation S private placement an aggregate of 640,000 restricted

shares of our common stock, 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 three months ended March 31, 2023, we also sold an aggregate of 91,500 shares of our common stock to Triton Funds, L.P

for total gross proceeds of $831,834 pursuant to a Common Stock Purchase Agreement entered between us

and Triton Funds, LP.

further information on three transactions mentioned above, please refer to note 4 – stockholders´ equity.

have historically incurred net operating losses and have not yet received material revenues from the sale of products or

primary sources of liquidity have been derived through proceeds from the (i) issuance of debt and (ii) sales of our equity and the equity

of one of our subsidiaries.

Our ability to continue as a going concern is dependent upon our ability to generate cash flows from operations

and successfully raise new capital through debt issuances and sales of our equity.

We have no plans for any significant cash acquisitions

in the foreseeable future.

For example, On January 12, 2023, we completed its firm underwritten public offering of 776,250

shares of our common stock (which includes the shares subject to the over-allotment option, exercised by the underwriter

in full), for aggregate gross proceeds of $4,657,500 (prior to deducting any underwriting discounts, commissions, and other offering

Also, on January 30, 2023, we raised an aggregate of $4 million in gross proceeds from the sale of its common stock

in transaction exempt under Regulation S of the Securities Act.

We believe our cash on hand will be sufficient to meet our working capital

and capital expenditure requirements for a period of at least twelve months through March 2024.

future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of our growth,

our ability to identify areas for mineral exploration and the economic potential of such areas, the exploration and other drilling campaigns

needed to verify and expand our mineral resources, the types of processing facilities we would need to install to obtain commercial-ready

products, and the ability to attract talent to manage our different business activities.

To the extent that our current resources are insufficient

to satisfy our cash requirements, we may need to seek additional equity or debt financing.

If the needed financing is not available,

or if the terms of financing are less desirable than we expect, we may be forced to scale back our existing operations and growth plans,

which could have an adverse impact on our business and financial prospects and could raise substantial doubt about our ability to continue

as a going concern.

operate primarily in Brazil which exposes us to currency risks.

2 unchanged sentences

Changes in exchange rates from the time the activity occurs

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

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.

condensed consolidated financial statements are denominated in U.S.

Accordingly, changes in exchange rates between the applicable

foreign currency and the U.S.

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.

purposes of reporting in the consolidated financial statements.

Our foreign subsidiaries translate their financial results from the local

currency 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.

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

3 unchanged sentences

to keep the foreign subsidiaries’ balance sheets in agreement.

Sheet Arrangements

currently have no off-balance sheet arrangements.

Accounting Policies and Estimates

financial instruments consist of cash and cash equivalents, loans to a related party, accrued expenses, and an amount due to a director.

The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate

prevailing market rates unless otherwise disclosed in our financial statements.

If our estimate of the fair value is incorrect at September

30, 2022, it could negatively affect our financial position and liquidity and could result in our having understated our net loss.

financial instruments consist of cash and cash equivalents and accrued expenses.

The carrying amount of these financial instruments is approximate of

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

our financial statements.

If our estimate of the fair value is incorrect on March 31, 2023, it could negatively affect our financial

position and liquidity and could result in our having understated our net loss.

Accounting Pronouncements

5 unchanged sentences

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item as we are

a “smaller reporting company” as defined by Rule 229.10(f)(1).

information to be reported under this Item is not required of smaller reporting companies.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis