UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ____________ to ____________

Commission File Number 001-41552

ATLAS LITHIUM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		39-2078861
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

Rua Buenos Aires, 10 – 14th Floor

Belo Horizonte, Minas Gerais, Brazil, 30.315-570

(Address of principal executive offices, including zip code)

(833) 661-7900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		ATLX		The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 14, 2024, there were outstanding 14,802,025 shares of the registrant’s common stock.

DOCUMENTS INCORPORATED BY REFERENCE: None.

TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1

	Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	F-1

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	F-2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	F-3

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	F-4

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	F-5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16

Item 4.	Controls and Procedures.	16

PART II - OTHER INFORMATION		17

Item 1.	LEGAL PROCEEDINGS	17

Item 1A.	RISK FACTORS	17

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	17

Item 3.	DEFAULTS UPON SENIOR SECURITIES	17

Item 4.	MINE SAFETY DISCLOSURES	17

Item 5.	OTHER INFORMATION	17

Item 6.	Exhibits	18

Signatures		19

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report are forward-looking statements, including without limitation, statements regarding current expectations, as of the date of this Quarterly Report, our future results of operations and financial position, our ability to effectively process our minerals and achieve commercial grade at scale; risks and hazards inherent in the mining business (including risks inherent in exploring, developing, constructing and operating mining projects, environmental hazards, industrial accidents, weather or geologically related conditions); uncertainty about our ability to obtain required capital to execute our business plan; our ability to hire and retain required personnel; changes in the market prices of lithium and lithium products and demand for such products; the uncertainties inherent in exploratory, developmental and production activities, including risks relating to permitting, zoning and regulatory delays related to our projects; uncertainties inherent in the estimation of lithium resources. These statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to differ materially from any future results, performance or achievement expressed or implied by these forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”, or “continue” or the negative of these terms or other similar expressions Factors that could cause future results to materially differ from the recent results or those projected in forward-looking statements include, but are not limited to: 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; competition; 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.

The forward-looking statements in this Quarterly Report are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the factors described under the sections in this Quarterly Report titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other of our filings made with the SEC.

You should read this Quarterly Report and the documents that we reference in this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1 FINANCIAL STATEMENTS

ATLAS LITHIUM CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

March 31, 2024 and December 31, 2023

	March 31,			December 31,
	2024			2023

ASSETS
Current assets:
Cash and cash equivalents	$	17,529,465		$	29,549,927
Accounts receivable		-			-
Inventories		21,889			-
Taxes recoverable		10,999			50,824
Prepaid and other current assets		144,674			113,905
Total current assets		17,707,027			29,714,656
Property and equipment, net		12,080,306			6,407,735
Intangible assets, net		7,498,608			7,115,644
Right of use assets - operating leases, net		412,712			444,624
Investments		-			-
Total assets	$	37,698,653		$	43,682,659

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	4,750,086		$	4,487,647
Derivative liabilities		1,320,743			1,000,060
Convertible Debt		231,048			67,024
Operating lease liabilities		125,028			114,994
Total current liabilities		6,426,905			5,669,725
Convertible Debt		9,729,603			9,703,700
Operating lease liabilities		314,429			336,411
Deferred consideration from royalties sold		18,600,000			18,600,000
Other noncurrent liabilities		27,306			58,579
Total liabilities		35,098,243			34,368,415

Stockholders’ Equity:
Series A preferred stock, $0.001 par value. 1 shares authorized; 1 share issued and outstanding as of March 31, 2024 and December 31, 2023		1			1
Series D preferred stock, $0.001 par value. 1,000,000 shares authorized; 0 issued and outstanding as of March 31, 2024 and December 31, 2023		-			-
Preferred stock, value		-			-
Common stock, $0.001 par value. 200,000,000 shares authorized as of March 31, 2024 and December 31, 2023, and 12,769,581 and 12,763,581 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		12,770			12,764
Additional paid-in capital		117,870,041			111,662,522
Accumulated other comprehensive loss		(1,049,745	)		(1,119,771	)
Accumulated deficit		(114,627,986	)		(101,664,519	)
Total Atlas Lithium Co. stockholders’ equity		2,205,081			8,890,997
Non-controlling interest		395,329			423,247
Total stockholders’ equity		2,600,410			9,314,244
Total liabilities and stockholders’ equity	$	37,698,653		$	43,682,659

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

F-1

Table of Contents

ATLAS LITHIUM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

For the Three Months Ended March 31, 2024 and 2023


	Three months ending March 31
	2024			2023

Revenue		186,707			-
Cost of revenue		102,067			-
Gross loss		84,639			-
Operating expenses
General and administrative expenses		3,251,754			2,321,698
Stock-based compensation		6,840,122			1,128,845
Exploration		3,170,983			1,028,825
Other operating expenses		3,601			-
Total operating expenses		13,266,460			4,479,368
Loss from operations		(13,181,821	)		(4,479,368	)
Other expense (income)
Other expense (income)		2,982			(14,015	)
Fair value adjustments, net		(187,489	)		-
Finance costs (revenue)		186,882			-
Total other expense		2,375			(14,015	)
Loss before provision for income taxes		(13,184,196	)		(4,465,353	)
Provision for income taxes		-
Net loss		(13,184,196	)		(4,465,353	)
Loss attributable to non-controlling interest		(220,729	)		(499,415	)
Net loss attributable to Atlas Lithium Corporation stockholders	$	(12,963,467	)	$	(3,965,938	)

Basic and diluted loss per share
Net loss per share attributable to Atlas Lithium Corporation common stockholders	$	(1.29	)	$	(0.60	)

Weighted-average number of common shares outstanding:
Basic and diluted		10,065,572			6,635,325

Comprehensive loss:
Net loss	$	(13,184,196	)	$	(4,465,353	)
Foreign currency translation adjustment		70,026			66,305
Comprehensive loss		(13,114,170	)		(4,399,048	)
Comprehensive loss attributable to noncontrolling interests		(27,918	)		(498,926	)
Comprehensive loss attributable to Atlas Lithium Corporation stockholders	$	(13,086,251	)	$	(3,900,122	)

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

F-2

Table of Contents

ATLAS LITHIUM CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Three Months Ended March 31, 2024 and 2023


	Series A Preferred Stock				Series D Preferred Stock				Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Noncontrolling			Total Stockholders’
	Shares		Value		Shares		Value		Shares		Value		Capital		Loss			Deficit			Interests			Equity

Balance, December 31, 2022		1	$	1		214,006	$	214		5,110,014	$	5,111	$	62,258,116	$	(981,040	)	$	(60,270,994	)	$	1,795,892		$	2,807,300

Issuance of common stock in connection with sales made under private offerings		-		-		-		-		1,518,806		1,519		9,487,816		-			-			-			9,489,335
Issuance of common stock in connection with purchase of mining rights		-		-		-		-		77,240		77		749,923		-			-			-			750,000
Issuance of common stock in exchange for consulting, professional and other services		-		-		-		-		32,002		32		191,980		-			-			-			192,012
Exercise of warrants		-		-		-		-		-		-		197,613		-			-			-			197,613
Stock based compensation		-		-		-		-		-		-		739,220		-			-			-			739,220
Change in foreign currency translation		-		-		-		-		-		-		-		65,816			-			489			66,305
Sale of Jupiter Gold common stock in connection with equity offerings		-		-		-		-		-		-		75,000		-			-			-			75,000
Net loss		-		-		-		-		-		-		-		-			(3,965,938	)		(499,415	)		(4,465,353	)

Balance, March 31, 2023		1

SEC Form 10-Q filed by Atlas Lithium Corporation