What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-08-14 compared with 2023-05-15 · 190 added, 163 removed, 104 unchanged (77% of the section changed)

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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

Lithium Corporation is a mineral exploration and development company with lithium projects and multiple lithium exploration

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

Our 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.

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 planning stages of planning to develop and own 100% of a processing facility capable of producing 300,000 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 71.057 acres (288 km 2 ) for lithium in 58 mineral rights, 52,229 acres for nickel (211 km 2 ) in 14

mineral rights, 30,009 acres (121 km 2 ) for rare earths in seven mineral rights, 17,117 acres (69 km 2 ) for

titanium in seven mineral rights, and 9,663 acres (39 km 2 ) for graphite in two mineral rights.

We 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

Our Minas Gerais Lithium Project (“MGLP”) is our largest project and consists of 51 mineral rights

spread over 54,791 acres (222 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.

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

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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

Additionally,

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

lithium properties became our corporate focus, we stopped alluvial gold and diamond exploration efforts in 2018 and the sale of our industrial sand in

In addition to these projects, we own 45.11% of the shares of common stock of Apollo Resources, a private company primarily

focused on the development of its initial iron mine.

also own approximately 28.00% of the shares of common stock of Jupiter Gold, a company focused

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

under the symbol “JUPGF.” The quartzite mine started operations in June 2023.

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

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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”) .

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

Our current geological team is comprised of 12 geologists, nine of which are employed full-time.

To support the work of our geologists

we have 18 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 Commission (“Regulation S-K 1300”) .

have engaged SGS Canada Inc.

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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.

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 June 30, 2023,

an aggregate of 33,664 meters.

The current drilling campaign pace is approximately 7,400 meters drilled per month.

our Neves Project, our current focus is drilling within and around our flagship pegmatite, “Anitta,” a 2.3-kilometer formation

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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.

Li 2 O over 95.20 meters, which includes:

Li2O over 2.7m from 97.9m to 100.6m,

Li2O over 3.2m from 103.4m to 106.6m,

Li2O over 5.1m from 127.0m to 132.1m,

Li2O over 13.7m from 137.3m to 151.0m,

Li2O over 14.6m from 155.0m to 169.6m, and

Li2O over 9.1m from 176.2m to 185.3m

Li 2 O over 8.0 meters, from 153.0m to 161.0m, which includes:

Li2O over 3.0m from 154.0m to 157.0m

Li 2 O over 11.50 meters from 242.55m to 254.00m, which includes:

Li2O over 7.0m from 244.0m to 251.0m

Li 2 O over 25.0 meters, which includes:

Li2O over 8.0m from 217.0m to 225.0m, and

Li2O over 8.0m from 225.0m to 233.0m

Li 2 O over 30.0 meters from 186.0m to 217.0m, which includes:

Li2O over 5.0m from 207.0m to 212.0m, and

Li2O over 5.0m from 212.0m to 217.0m

Li 2 O over 9.0 meters, from 240.0m to 249.0m which includes:

Li2O over 4.0m from 240.0m to 244.0m

Li 2 O over 35.2 meters from 235.0 to 278.2m, which includes:

Li2O over 7.0m from 250.0m to 257.0m,

Li2O over 9.0m from 260.0m to 269.0m, and

Li2O over 3.0m from 269.0m to 272.0m

Li2O over 8.0 meters from 263.0m to 272.2m, which includes:

Li2O over 3.5m from 263.0m to 266.5m

Li2O over 6.3 meters from 8.0m to 14.3m, which includes:

Li2O over 1.1m from 9.2m to 10.3m,

Li2O over 4.3 meters from 16.7m to 21.0m,

Li2O over 5.8 meters from 38.0m to 43.8m, and

Li2O over 5.4 meters from 54.8m to 60.2m

Li2O over 6.0 meters from 172.0m to 178.0m

drilling and sampling follow strict best practices established under

QA/QC protocols.

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.

Metallurgical

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The Metallurgical Report showed that a very high grade of

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

7.22% was achieved for heavy liquid separation.

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

sample using standard dense media separation, 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 ,

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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.

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”).

with respect to Mitsui’s potential interest in acquiring the right to purchase our future lithium concentrate production.

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 and regions.

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.

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.

During the three months ending June 30, 2023, we continued to engage in discussions with Mitsui regarding progress

toward achieving the milestones set forth in the MOU.

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.

(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

(“LRC”), whereby the Company Subsidiary sold to LRC in consideration for $20,000,000 in cash, a royalty interest

equaling 3% of the 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 same day, the Company Subsidiary and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant

to which the Company Subsidiary granted LRC the Royalty and undertook 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 granted LRC an 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

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

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of Operations

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.

Three Months Ended June 30, 2023, Compared to the Three Months ended June, 2022

loss for the three months ended June 30, 2023, totaled $9,126,649, compared to net of $871,016 during the three months ended June 30,

The increase in loss is mainly due to:

general and administrative expenses in the period due to legal fees, traveling expenses and the cost of D&O insurance

for the quarter;

Increased compensation costs relate to the increase in employee headcount and bonus paid to management;

Stock-based compensation increase is due to the increase in our common stock share price and new members of the management team;

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

Months Ended June 30, 2023 Compared to the Six Months ended June 30, 2022

loss for the six months ended June 30, 2023, totaled $13,092,587, compared to net of $1,402,506 during the six months ended June 30,

The increase in 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 Market., including increased

legal fees, travelling and D&O insurance expenses.

compensation costs due to the increase in employee headcount and bonus paid to management

Stock-based compensation increase is due to the increase in our common stock share price and new members of the management team;

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

and Capital Resources

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;

of June 30, 2023, we had cash and cash equivalents of $20,165,214 and net working capital, including cash, of $16,640,187.

cash provided by operating activities totaled $11,783,491 for the six months ended June 30, 2023, compared to net cash used of $1,327,301

during the six months ended June 30, 2022, representing an increase of $13,110,792 or 987%.

The said increase in net

cash generated by operating activities was mainly due to:

sale of 3% of the gross revenue for $20,000,000.

(refer to discussion in Note 3);

of our lithium exploration program costs of $5,671,904

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%.

cash used in investing activities totaled $2,679,812 for the six months ended June 30, 2023, compared to net cash used of $247,163 during

the six months ended June 30, 2022, representing an increase in cash used of $2,432,649 or 984%.

The increase refers to the purchase

of lithium mining rights.

cash provided by financing activities totaled $10,675,118 for the six months ended June 30, 2023, compared to $1,910,960 during the six

months ended June 30, 2022, representing an increase in cash provided of $8,764,158 or 458%.

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.

Our Offering which closed on January 12, 2023, with

aggregate gross proceeds of $4,657,500.

Securities 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.

During the three months ended June, 2023, we also sold

an aggregate of 192,817 shares of our common stock to Triton Funds, L.P for total gross proceeds of $1,675,797 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 5 – 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.

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.

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

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.

For example, on January 12, 2023, we completed a 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

On January 30, 2023, and on July 18, 2023, we raised an aggregate of $4 million and $10 million, respectively, in gross

proceeds from the sale of our common stock in transaction exempt under Regulation S of the Securities Act of 1933, as amended (the

“Securities Act”), and (iii) sale of royalty interest.

Lastly, on May 2, 2023, in connection with entering into the

Royalty Purchase Agreement, the Company received a cash payment of $20,000,000 (see discussion in Note 3 related to the Royalty

Purchase Agreement).

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,

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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.

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;

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.

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.

pertaining to currency risk can be found in “Item 1.

Financial Statements, Note 7.

Risks and Uncertainties,” to the interim

consolidated financial statements, and is incorporated by reference herein

currently have no off-balance sheet arrangements.

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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.

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 June 30, 2023, it could negatively affect our

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

Accounting Pronouncements

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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