ATLAS LITHIUM CORPORATION The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Annual Report.
This Annual Report contains forward-looking statements. Forward-looking
statements for
Overview
We also have 100%-ownership of projects in other highly strategic minerals: rare earths, titanium, and nickel/cobalt. We have mining concessions and other mineral rights for diamonds, and in one of these areas we also mine and sell sand for construction usage, which was our primary source of our revenues in 2020.
As of the date of this Annual Report, we own approximately 60% of
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We have consolidated our results as of
Total Area
Mineral(s) Location in Brazil (acres) Status
Lithium Minas Gerais 57,855 Research Exploration
Lithium Rio Grande do Norte, Paraíba 23,079 Research Exploration
Total - Lithium 80,934
Rare Earths Goiás, Tocantins 15,810 Research Exploration
Rare Earths Bahia 24,162 Research Exploration
Total - Rare Earths 39,972
Nickel/Cobalt Goiás 9,553 Research Exploration
Titanium Minas Gerais 13,810 Research Exploration
Diamond Minas Gerais 21,871 Pre-Mining
Sand Minas Gerais 23,363 Commercial Mining
None of our projects currently has "reserves" in accordance with the definition
of such term by the
The projects owned by Jupiter Gold Corporation are summarized in the table
below. Jupiter Gold provides details of its properties in its Annual Report on
Form 20-F filed with the
Total Area
Mineral Project Name & Location in Brazil (acres) Status
Gold Alpha Project - Minas Gerais 34,899 Research Exploration
Gold Alta Floresta - Mato Grosso 24,395 Research Exploration
Gold Apuí - Amazonas 69,330 Research Exploration
Gold Brotas - Bahia 4,821 Research Exploration
Gold Cavalcante - Goiás 4,771 Research Exploration
Gold Crixás - Goiás 3,068 Research Exploration
Gold Paracatu - Minas Gerais 733 Research Exploration
Quartzite Diamantina - Minas Gerais 233 Pre-Mining Licensing
None of the Jupiter Gold Corporation projects currently has "reserves" in
accordance with the definition of such term by the
The projects owned by
Total Area
Mineral Project Name & Location in Brazil (acres) Status
Iron Rio Piracicaba Project - Iron 641 Pre-Mining Licensing
Quadrangle, Minas Gerais
Iron Barão de Cocais Project- Iron 363 Research Exploration
Quadrangle, Minas Gerais
Iron Itabira Project - Iron Quadrangle, 3,792 Research Exploration
Minas Gerais
Iron Nova Aurora Project - Minas Gerais 16,727 Research Exploration
Iron Alagoas Project - Alagoas 31,173 Research Exploration
Iron Corumbá - Mato Grosso do Sul 4,869 Research Exploration
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None of the
During the year 2020 and in 2021 to the date of this Annual Report, we strengthened our mineral property portfolio significantly. Some of the highlights are as follows:
? Lithium: we increased our portfolio of hard-rock lithium properties by 463%
from 17,487 acres to an aggregate of 80,934 acres by increasing the size of our
original project (in the
the Northeast of
Both projects are located in areas rich in pegmatites which contain spodumene
as the primary lithium-bearing mineral. Spodumene has an 8.03% lithium content.
? Rare Earths: we increased our portfolio of rare earths properties by 363% from
11,001 acres to 39,972 acres by adding a second project in the
? Nickel/Cobalt: we increased our portfolio of rare earths properties by 191%
from 4,991 acres to 9,553 acres by adding a second project in the State of
Bahia .
? Iron: we acquired and currently own approximately 60% of Apollo Resources
Corporation, a private company which is developing its first iron mine.
Results of Operations
Fiscal Year Ended
Revenue for the year ended
Cost of goods sold for the year ended
Gross loss for the year ended
Operating expenses for the year ended
Other expenses for the year ended
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As a result, we incurred a net loss attributable to our shareholders of
Liquidity and Capital Resources
As of
Net cash used in operating activities totaled
During the year ended
Recent Developments
On
Going Concern
The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. 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.
Off-Balance Sheet Arrangements
The Company currently has no off-balance sheet arrangements.
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Critical Accounting Policies and Estimates
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Fair Value of Financial Instruments
We follow the guidance of Accounting Standards Codification ("ASC") Topic 820 - Fair Value Measurement and Disclosure. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:
Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
As of
Our financial instruments consist of cash and cash equivalents, accounts receivable, taxes receivable, prepaid expenses, deposits and other assets, accounts payable, accrued expenses and convertible notes payable. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the statements of operations as other gain or loss, net.
The diamond and gold processing plant and other machinery are depreciated over an estimated useful life of ten years; vehicles are depreciated over an estimated life of four years; and computer and other office equipment over an estimated useful life of three years.
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Mineral Properties Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs, including licenses and lease payments, are capitalized. Although we have taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee our rights. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
Impairment losses are recorded on mineral properties used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount. As of
Impairment of Intangible Assets with Indefinite Useful Lives
We account for intangible assets in accordance with Accounting Standards
Codification ("ASC") 350, Intangibles -
Application of impairment tests requires significant management judgment, including the determination of fair value of each indefinite-lived intangible asset. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the entity, composition, or strategy changes affecting the recoverability of asset groups. Judgments applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each indefinite-lived intangible asset.
Impairment of Long-Lived Assets
For long-lived assets, such as property and equipment and intangible assets subject to amortization, we continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
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Convertible Instruments
We evaluate and account for conversion options embedded in convertible instruments in accordance with ASC 470-20, "Debt with Conversion and Other Options".
Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
We account for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) by recording, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.
Variable Interest Entities
We determine at the inception of each arrangement whether an entity in which we hold an investment or in which we have other variable interests in is considered a variable interest entity. We consolidate VIEs when we are the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, we assess whether any changes in the interest or relationship with the entity affect the determination of whether the entity is still a VIE and, if so, whether we are the primary beneficiary. If we are not the primary beneficiary in a VIE, we account for the investment under the equity method or cost method in accordance with the applicable GAAP.
We have concluded that Apollo Resources, Jupiter Gold and their subsidiaries are VIEs in accordance with applicable accounting standards and guidance; and although the operations of Apollo Resources and Jupiter Gold are independent of ours, through governance rights, we have the power to direct the activities that are most significant to Apollo Resources and Jupiter Gold. Therefore, we concluded that we are the primary beneficiary of both Apollo Resources and Jupiter Gold.
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Stock-Based Compensation
We record stock-based compensation in accordance with ASC Topic 718,
Compensation - Stock Compensation. ASC 718 requires companies to measure
compensation cost for stock-based employee compensation at fair value at the
grant date and recognize the expense over the employee's requisite service
period. Under ASC 718, volatility is based on the historical volatility of our
stock or the expected volatility of the stock of similar companies. The expected
life assumption is primarily based on historical exercise patterns and employee
post-vesting termination behavior. The risk-free interest rate for the expected
term of the option is based on the
We utilize the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the expected volatility of our stock price over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is management's opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of our employee stock options. Although the fair value of employee stock options is determined in accordance with ASC Topic 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.
On
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Foreign Currency
Our foreign subsidiaries use a local currency as the functional currency. Resulting translation gains or losses are recognized as a component of accumulated other comprehensive income. Transaction gains or losses related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations. Net foreign currency transaction losses included in our consolidated statements of operations were negligible for all periods presented.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings (loss) or and financial position.
Recent Accounting Pronouncements
Our consolidated financial statements are prepared in accordance with
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