U.S.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☑☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31 2015

, 2022

OR

☐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 000-55191

Brazil Minerals, Inc.

ATLAS LITHIUM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada39-2078861
(State or other jurisdiction of(IRS Employer
incorporation or organization)Identification No.)

1443 East Washington Boulevard
Suite 278
Pasadena, CA 91104

Rua Bahia, 2463 - Suite 205

Belo Horizonte, Minas Gerais, Brazil

30.160-012
(Address of principal executive offices)(Zip Code)

+55-11-3956-1109

(Address of principal executive offices)


Issuer'sRegistrants’s telephone number, including area code: (213) 590-2500

code)

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


Title of each class

Trading

Symbol(s)

Name of each exchange on which registered
Common Stock, $0.001 par valueATLXThe Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share


None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨☐ Noþ


☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨☐ Noþ

☒

Indicate by check mark whether the registrant (1) has 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. Yesþ ☒ No ¨

☐

Indicate by check mark whether the registrant has submitted electronically, and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 þYes ☒ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K 

☐

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

Act.

Large accelerated filer ¨☐Accelerated filer ¨☐
Non-accelerated filer¨ ☒Smaller reporting company þ☒
(Do not check if a 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As of June 30, 2015,2022, the last business day of the Registrant'sregistrant’s most recently completed second fiscal quarter, the aggregate market value of the Registrant'sregistrant’s common stock held by non-affiliates (based on the closing sales price of such shares ($.0007) on such date as reported by Nasdaq.com)otcmarkets.com) was approximately $780,341. (For the purpose of this report it has been assumed that all officers and directors of the Registrant, as well as all stockholders holding 10% or more of the Registrant's stock, are affiliates of the Registrant.

$30,111,387.

As of April 10, 2016,March 27, 2023, there were outstanding 6,722,243,143 6,738,062 shares of the registrant'sregistrant’s common stock, $0.001 par value.

stock.

DOCUMENTS INCORPORATED BY REFERENCE: None.


Documents incorporated by reference: None.
 

TABLE OF CONTENTS

PART I
Item 1.Business4
Item 1A.Risk Factors28
Item 1B.Unresolved Staff Comments41
Item 2.Properties41
Item 3.Legal Proceedings42
Item 4.Mine Safety Disclosures42
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities43
Item 6.[Reserved]44
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations44
Item 7A.Quantitative and Qualitative Disclosures About Market Risk52
Item 8.Financial Statements and Supplementary Data52
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure52
Item 9A.Controls and Procedures52
Item 9B.Other Information53
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.53
PART III
Item 10.Directors, Executive Officers and Corporate Governance53
Item 11.Executive Compensation59
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters63
Item 13.Certain Relationships and Related Transactions, and Director Independence64
Item 14.Principal Accounting Fees and Services64
PART IV
Item 15.Exhibits, Financial Statement Schedules65
Item 16.Form 10-K Summary66
SIGNATURES67
FINANCIAL STATEMENTSF-1

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MARKET INFORMATION

This Annual Report contains certain industry and market data that were obtained from third-party sources, such as industry surveys and industry publications, including, but not limited to, publications by Azoth Analytics, Benchmark Mineral Intelligence, Bloomberg LP, BNEF, Emergen Research, Trading Economics, and the U.S. Department of the Interior. This Annual Report also contains other industry and market data, including market sizing estimates, growth and other projections and information regarding our competitive position, prepared by our management on the basis of such industry sources and our management’s knowledge of and experience in the industry and markets in which we operate (including management’s estimates and assumptions relating to such industry and markets based on that knowledge). Our management has developed its knowledge of such industry and markets through its experience and participation in these markets.

In addition, industry surveys and industry publications generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed and that any projections they contain are based on a number of significant assumptions. Forecasts, projections and other forward-looking information obtained from these sources involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section “Forward-Looking Statements” below. You should not place undue reliance on these statements.

FORWARD LOOKING STATEMENTS



This Annual Report contains forward-looking statements. Forward-lookingWe intend such forward-looking statements to be covered by the safe harbor provisions for Brazil Minerals, Inc. reflect 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 Annual Report are forward-looking statements, including without limitation, statements regarding current expectations, as of the date of this Annual Report, our future results of operations and involve certain financial position, our ability to effectively process our minerals and achieve commercial grade at scale; risks and uncertainties. Actualhazards 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); our ability to derive any financial success from the Memorandum of Understanding entered into with Mitsui & Co., Ltd. in December 2022; 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, couldperformance or achievements to differ materially from those anticipated inany 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 a result“may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”, or “continue” or the negative of various factors. 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, among others: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.


PART I
Item 1. Description of Business.

Brazil Minerals, Inc. ("Brazil Minerals", the "Company", "we", "us", or "our"), together with its subsidiaries, is engaged in the business of acquiring controlling positions or significant positions with oversight roles in companies in Brazil in the minerals area or in industries related to minerals. We consolidate the results of our controlled subsidiaries

The forward-looking statements in this Annual Report.Report are only predictions. We have based these forward-looking statements 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 Annual 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 Annual Report titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

You should read this Annual Report and the documents that we reference in this Annual 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.

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PART I

Item 1. Business.

Overview

Atlas Lithium Corporation (“Atlas Lithium”, the “Company”, “we”, “us”, or “our” refer to Atlas Lithium Corporation and its consolidated subsidiaries) is a mineral exploration and development company with lithium projects and exploration properties in other critical and battery minerals, including nickel, rare earths, graphite, and titanium, to power the increased demand for electrification in our daily living, as exemplified by the rise in demand for electric vehicles, and simultaneous transition away from fossil fuels. 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 the global battery supply chain.

We are also in the initial stages of planning to develop and own 100% of a plant capable of producing 150,000 tons of lithium concentrate annually. However, there can be no assurance that such a facility may ultimately come to fruition or, if developed, that the production capacity will equal our expectations.

In December 2022, we signed a non-binding Memorandum of Understanding (“MOU”) with Mitsui & Co., Ltd. (“Mitsui”), a global enterprise headquartered in Tokyo. The MOU contemplates potential funding from Mitsui to us of up to $65 million, to be made in tranches and subject to the achievement of specific milestones acceptable to Mitsui, that would give Mitsui the right to buy, at market price, up to 100% of our production from our planned plant with output capacity of 150,000 tons of lithium concentrate per year. There are no certainties that we will enter into a binding agreement with Mitsui, or that we will achieve any milestones acceptable to Mitsui or receive any funding from them.

All of our mineral projects and properties are located in Brazil and, as of the date of this Annual Report, our mineral rights portfolio for critical and battery minerals includes approximately 75,040 acres (304 km2) for lithium in 64 mineral rights, 54,950 acres for nickel (222 km2) in 15 mineral rights, 30,054 acres (122 km2) for rare earths in seven mineral rights, 22,050 acres (89 km2) for titanium in seven mineral rights, and 13,766 acres (56 km2) for graphite in three mineral rights.

Minas Gerais Lithium Project

Our Minas Gerais Lithium Project is currently our largest endeavor and primary focus. This project is located in northeastern Minas Gerais, Brazil along the prolific Eastern Brazilian Pegmatite Province (“EBP”) that extends more than 850 kilometers across eastern Minas Gerais. Pegmatites are igneous bodies derived during the final stages of crystallization of a larger parent igneous intrusion, most commonly a granitic rock. They are distinctive for their very coarse-grained crystalline texture, and in some instances, complex composition with unusual minerals and rare elements. Commercially productive lithium mineralization along the EBP is centered around the Araçuaí mining district which is host to the majority of Brazil’s commercial lithium production and reported mineral reserves.

Our current lithium property position in the State of Minas Gerais comprises 57 mineral rights totaling 58,774 acres (304 km2) which include five main clusters of prospective mineralization: Neves (currently being explored by drilling campaign), Itinga, Salinas, Santa Clara, and Tesouras. Our Neves and Santa Clara clusters are located directly adjacent to and along trend of a large cluster of lithium deposits currently being developed by Sigma Lithium Resources (Nasdaq: SGML).

Because of the region’s long mining history, basic local infrastructure near our mineral properties ranges from adequate to robust, with access to hydroelectric power and water supplies, a well-established road network with direct access to commercial ports. Basic goods and services, industrial suppliers and a skilled and semi-skilled labor force are also generally available from the surrounding communities where we operate.

Since initiating exploration at our Minas Gerais Lithium Project in early 2021, we have confirmed the widespread presence of hard-rock lithium-bearing pegmatites across our property portfolio.

During the second quarter of 2022, we engaged SLR International Corporation (“SLR”) to prepare an initial Technical Report Summary (“TRS”) compliant with the requirements of Items 1300 through 1305 of Regulation S-K (“Regulation S-K 1300”) on the ongoing and planned exploration of our 100%-owned Neves Lithium Project, located in Araçuaí, Minas Gerais, Brazil (the “Neves Project”). SLR is a global technical consulting firm which is well-known in the mining industry as a premier provider of technical reporting and certification. SLR visited our project site and discussed technical details with our geologists during the preparation of the TRS.

The TRS on the Neves Project is included as Exhibit 96.2 to this Annual Report. The effective date of such report is August 10, 2022.

Geology

The EBP is considered to be one of the world’s largest geologic belts of granites and related pegmatite intrusive bodies, encompassing more than 150,000 km2 and with more than 90% of the belt located in eastern Minas Gerais state. Pegmatites are igneous rocks that form during the final stages of a granitic magma’s crystallization. They are readily identifiable by their exceptionally coarse crystalline texture, with individual crystals averaging one centimeter or more in size. Most pegmatites have a simple mineral composition common to granitic rocks, however some may also contain less common minerals that are rarely found in other types of rocks. These include lithium minerals of commercial interest such as spodumene which can contain up to 3.73% Li (8.03% LiO2), and petalite with up to 2.09% Li (4.50% LiO2).

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Our progressproject area encompasses multiple areas of mineralized pegmatites, in general occurring as series of sub-parallel elongate tabular bodies, referred to as ‘pegmatite dike swarms,’ hosted in metamorphic shists. Individual pegmatite bodies range from several meters to more than 50 meters thick and from tens of meters up to one (1) kilometer in lateral strike length. They are primarily composed of the minerals quartz, feldspar and mica with localized concentrations of spodumene and petalite. Individual feldspar and spodumene crystals can reach up to two meters in length, but typically are more homogeneously distributed and ranging in size from one to a few centimeters in length.

Exploration

Since initiating our exploration program in 2021, our team has focused on evaluating the Neves target area through a systematic approach involving a combination of basic prospecting, geologic field mapping, trenching and geochemical sampling, and diamond drilling.

Exploration Targets

Neves target area

From August 2021 to March 2023, 81 diamond drill holes totaling 9,285 meters have been completed at Atlas’ flagship Das Neves (“Neves”) property. At Neves, our current focus is on the Abelhas pegmatite cluster, a system of northeasterly trending intrusive dikes (or ‘dike swarm’) that has been steady,mapped over an approximate 1,000-meter by 400-meter area.

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Seven diamond drill core rigs are currently operating, with an eighth drill expected for early April 2023.

Recently, we released assay results for the drill holes completed at Neves. Significant highlights for such drill holes include:

1.72% Li2O over 3.5 meters Estimated True Width (“ETW”) in hole AB-11
1.22% Li2O over 17.3 meters ETW in hole AB-11B

1.33% Li2O over 4.8 meters ETW in hole AB-12

1.21% Li2O over 7.9 meters ETW in hole AB-13

1.00% Li2O over 18.2 meters ETW in hole AB-15
1.00% Li2O over 8.0 meters ETW in hole AB-18

1.00% Li2O over 21.2 meters ETW in hole AB-21

1.49% Li2O over 8.0 meters ETW in hole AB-39B

1.29% Li2O over 6.9 meters ETW in hole AB-39B

1.30 Li2O over 27.0 meters ETW in hole AB-41

1.37% Li2O over 14.0 meters ETW in hole AB-57

1.15% Li2O over 21.6 meters ETW in hole AB-64

Initially, drilling at Abelhas began immediately south of the historic working, returning multiple pegmatite intercepts over thicknesses ranging from 1 to 11 meters ETW. As the majority of these intercepts were relatively shallow and within 50 meters vertical depth from surface, lithium contents were generally low due to the effects of near-surface weathering and oxidation. Systematic step-out drilling to the south has returned multiple intercepts of higher-grade lithium mineralization hosted in fresh un-weathered pegmatite with grades ranging from 1.00% Li2O to as high as 3.26% Li2O.

In February 2023, a new target named “Anitta” was intercepted, extending the “Neves” trend ore body to approximately 1.1 kilometer. The initial Anitta drilling holes (southeast of the mineralization trend) intersected pegmatite intervals with spodumene mineralization, including a section of 4.40% Li2O. A grid of 100 drill holes is currently being executed encompassing areas on and around the Southwestern portion of Anitta, as well as areas connecting the Southwestern portion of Anitta to the original Abelhas target. This drilling campaign phase is expected to be finalized in eight weeks.

Main intersects of the new target:

DHAB-69 – 02 intersects totaling 16.0 meters of pegmatite.

DHAB-68 – 04 intersects totaling 67.1 meters of pegmatite.

DHAB-70 – 04 intersects totaling 44.6 meters of pegmatite.

DHAB-77 – 02 intersects totaling 29.1 meters of pegmatite.

DHAB-47 – 03 intersects totaling 28.3 meters of pegmatite.

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A picture containing diagram Description automatically generated

Additionally, through geological mapping in the identification of new outcrops and the soil geochemistry work carried out so far, new trends mineralized in lithium to the East and Northwest of Abelhas were identified, as shown in the map below. Exploration holes are planned for early April 2023 in these respective areas.

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Geological map indicating potential mineralized pegmatite bodies northwest of the traverse.

Soil Geochemistry

Since November 2022, soil geochemistry campaigns have been started in the Neves project with the aim of identifying areas with the existence of a lithium anomaly and also comparing the anomalies with data from the geological mapping already carried out.

The survey was guided by NW-SE direction lines spaced every 100 meters. Sampling points were defined along these lines, every 25 meters on average, depending on physiographic conditions (topography, vegetation, obstacles such as outcrops). For the process of collecting soil samples, a portable mechanized auger equipped with a gasoline engine, rods and drills or shells was used. The sample collection was carried out with an average depth of 1 meter, in order to go beyond the layer of organic soil.

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Drilling sampling machine.

The first campaign was carried out in November 2022 with the results obtained in December. A second campaign started at the end of January 2023 and ended at the beginning of March 2023. Part of the chemical results of the second campaign have already been made available and interpreted. Additional soil geochemistry campaigns are underway and planned.

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Map 1: results of the first soil campaign and part of the 2nd campaign.

Map 2: General overview and planning of upcoming campaigns

In parallel with our ongoing drilling campaign at Neves, our field crews have also been actively conducting field reconnaissance surveys over our other exploration mineral rights in the district. This work has so far resulted in the positive identification by our Qualified Person for lithium of multiple pegmatite occurrences exposed in surface outcrops and historic artisanal mine workings.

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Tesouras Target

At the Tesouras Target, reconnaissance field mapping and sampling has returned multiple samples containing anomalous lithium in association with petalite mineralization exposed at surface.

 

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Santa Clara Target

At the Santa Clara Target, preliminary reconnaissance mapping has identified petalite-bearing pegmatite with anomalous concentrations of lithium exposed in an inactive artisanal mine working and nearby outcrops that are exposed over an area measuring approximately 100 meters long by 30 meters wide. The three other pegmatites identified in the Santa Clara area have been mapped over areas ranging from 150 to 240 meters in length by 10 to 15 meters in width. All three of these bodies are only partially exposed at surface, remaining open in both directions along strike and at depth.

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Salinas Target

At the Salinas Target, preliminary field reconnaissance by our team of geologists has identified several spodumene-bearing pegmatites. The exposed outcropping portion of one of these pegmatites measures approximately 200 meters in length by 40 meters in width. This pegmatite is located one kilometer from “Lavra do Oscar,” a large artisanal mining site that has produced spodumene in the past.

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Itinga Target

The Itinga project includes four newly acquired mineral rights and two mineral rights previously owned by us

Geological mapping work was carried out in these areas and areas with potential lithium mineralization were identified.

Expressive pegmatitic body outcropping in artisanal mines

Northeastern Brazil Lithium Project

Our Northeastern Brazil Lithium Project encompasses seven mineral rights spread over approximately 16,266 acres (66 km2) in the States of Paraíba and Rio Grande do Norte, both located in Brazil’s Northeastern region. We have identified pegmatites in many of our areas, and several of our mineral rights are located near to or adjacent to areas known to have spodumene, a lithium-bearing mineral. We plan to continue to explore our areas to assess whether we have any economic deposits.

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Metallurgical Testing

A comprehensive metallurgical testing of a representative ore sample of our Neves Project has been carried out at the SGS analytical laboratory in Lakefield, Canada (“SGS Lakefield”). SGS Lakefield is a world-renowned testing facility within the mining industry and has been providing independent assessments since 1941. Preliminary results from studies with our ore indicate three important characteristics: easy separation of lithium, robust concentration of lithium, and low impurities such as iron. SGS Lakefield was able to process our ore to commercial grade spodumene concentrate (also called lithium concentrate) using standard dense media separation (“DMS”) methods. We expect to receive the complete report on such studies from SGS Lakefield in April 2023.

Looking forward, in parallel with our ongoing exploration program, we plan to conduct metallurgical testing on an ongoing basis as we continue to drill test and delineate potential lithium mineral resources across our property portfolio.

Lithium

Market

In 2021, the Global Lithium market was valued at USD 4,650 Million in 2021 and is expected to grow at a CAGR of 13.5% during the forecast period of 2023-2028. The market for lithium-ion batteries is predicted to grow even larger over the forecast period as a result of the electrification of cars.



Due to the strict rules that ICE automakers must adhere to in order to minimize carbon dioxide emissions from automobiles, the automotive application market is predicted to increase significantly over the course of the projection period. This has caused automakers to become more interested in creating EVs, which is expected to increase demand for lithium and related goods. Together with investments in this area, government subsidies for Electric Vehicles (EVs) are projected to serve as an additional catalyst for the market’s expansion.”

Source: Global Lithium Market (2023 Edition) - Analysis By Value and Volume, Source (Brine, Hardrock), Applications, End Users, By Region, By Country: Market Size, Insights, Competition, Covid-19 Impact and Forecast (2023-2028). Azoth Analytics. Published: February, 2023. Accessed: March, 2023.

Electric Vehicle Demand

Increasing demand for lithium for manufacturing EV batteries is another factor driving market revenue growth. Despite the effects of COVID-19 in the automobile industry, sales of EVs increased by almost 50% in 2020 and increased almost double to about seven million units in 2021. When compared to a five-year average of about USD 14,500 per metric ton, lithium prices have risen by about 550% in a year due to surge in EV demand. By the beginning of March 2022, price of lithium carbonate had surpassed USD 75,000 per metric ton and price of lithium hydroxide had surpassed USD 65,000 per metric ton. Moreover, almost all traction batteries used currently in EVs and consumer gadgets are produced using lithium, while other uses for lithium-ion (Li-ion) batteries include everything from energy storage to air travel. There are numerous unknowns regarding how the battery market will impact future lithium demand as battery content changes depending on active materials mix and new battery technologies are entering the market. For instance, compared to currently popular mixes using a graphite anode and lithium metal anode, which increases energy density in batteries, has roughly quadruple lithium needs per kilowatt-hour.”

Source: Lithium Mining Market, By Source, By Type (Chloride, Lithium Hydroxide, Carbonate, and Concentrate), By End-Use (Flux Powder, Polymers, Batteries, Refrigeration, Air Conditioning Equipment, and Glass & Ceramics), By Region Forecast to 2030. Emergen Research. Published: September, 2022. Accessed: March, 2023.

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Recent Developments Potentially Affecting Lithium Demand

United States

On August 25, 2022, the Washington Post published an article titled “Did California just kill the gas-powered car?” and with the sub-heading “California’s decision to ban the sales of combustion engine cars is the latest victory in the transition to electric vehicles,” stating among things that:

“California, which already leads the nation with 18% of new cars sold electric, is expected to approve a regulation to ban the sales of new gas-only powered vehicles by 2035. In addition to EVs, only a limited number of plug-in hybrids will be allowed to be sold and that in California’s car market is only slightly smaller than those of France, Italy and Britain - and while many countries have promised to phase out sales of gas cars by such-and-such date, few have concrete regulations like California.”

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US EV battery demand is strong

European Union

On June 8, 2022, the European Union Parliament voted to ban the sale of new diesel and gasoline cars and vans starting in 2035.

Although no assurances can be measuredgiven, these recent developments, if left unchallenged, may potentially increase demand for lithium in at least two quantifiable ways. First,the U.S., European Union and other jurisdictions adopting similar bans on gas-powered vehicles.

Dynamic Lithium Prices

Directly relevant to our goal to produce lithium concentrate (also called spodumene concentrate) for sale, it is important to note that the prices of such commodity have been volatile. According to Platts, a unit of S&P Global, a market intelligence firm, the price of spodumene concentrate FOB Australia (ticker symbol: BATSP03) was $6,300 per ton on January 13, 2023 and more recently, on March 27, 2023, it was $4,750.

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Current Predictions

Benchmark Mineral Intelligence, a well-respected global consulting firm specializing in termsthe battery supply chain market, predicts that:

i)demand for lithium-ion batteries is set to grow six-fold by 2032 as global automakers scale up production of EVs, and
ii)to meet the world’s lithium requirements would require 74 new lithium mines with an average size of 45,000 tonnes by 2035.

Future Production and Sales

We expect the demand for our lithium concentrate, once in production, to be facilitated by Brazil’s strong mining tradition and its substantial annual trade with China, the United States, and the European Union. We intend to utilize third party intermediaries for the sale of mineral assets,our products to allow us to focus on our core competencies of exploration and extraction.

Other Mineral Properties

We also have 100%-ownership of early-stage projects and properties in early 2013, our initial year of operations underother minerals that are needed in the current business modelbattery supply chain and management team, we had 3 mineral rights. Nowhigh technology applications such as nickel, rare earths, graphite, and titanium. We believe that the shift from fossil fuels to battery power will yield long-term opportunities for us not only in lithium but also in the other critical and battery minerals.

Additionally, we have 30 mineral rights. These include:


a)10 mineral rights that are mining concessions, the highest level of mineral right in Brazil ("Concessão de Lavra");

b)8 mineral rights that have status just below mining concession ("Requerimento de Lavra"), which allows us to apply for both an upgrade to mining concession100%-ownership of several mining concessions for gold and diamonds, two of which also include industrial sand. As our corporate focus became our lithium properties and those of other critical minerals, we stopped alluvial gold and diamond exploration efforts in 2018 and to conduct limited commercial mining;

c)8 mineral rights in the research permit phase ("Autorização de Resquisa"), and;

d)4 mineral rights in the phase of application for research permit ("Requerimento de Pesquisa").

Please refer to the table belowsale of our industrial sand in 2022.

As of the date of this Annual Report we also own: (i) 45.11% of the common stock of Apollo Resources Corporation (“Apollo Resources”), a private company with exploration projects for detailsiron in Brazil, and primarily focused on eachthe development of these mineral rights.

- 2 -
DNPM Mineral Right NumberMineral Right StatusLocationSubsidiaryArea of Mineral Right (in acres)Minerals Currently Requested in Mineral Right Document
806.569/1977Mining Concession ("MC")Jequitinhonha River valley, State of Minas Gerais, Brazil ("JRV")MDB422diamond, gold, sand
830.797/1982MCJRVRST102diamond, gold
830.062/1980MCJRVRST1,177diamond, gold
817.734/1968MCJRVRST5,202diamond, gold
807.497/1968MCJRVRST1,178diamond, gold
003.048/1956MCJRVRST905diamond, gold
003.047/1956MCJRVRST1,343diamond, gold
003.046/1956MCJRVRST1,039diamond, gold
003.045/1956MCJRVRST1,295diamond, gold
003.044/1956MCJRVRST678diamond, gold
830.749/1981Application for Mining Concession ("AMC")JRVRST591diamond, gold
830.746/1981AMCJRVRST55diamond, gold
830.921/1980AMCJRVRST276diamond, gold
830.919/1980AMCJRVRST318diamond
804.492/1977AMCJRVRST986diamond, gold
802.267/1977AMCJRVRST1,310diamond, gold
831.742/1987AMCJRVRST294diamond
830.998/1984AMCJRVRST730diamond
880.239/2009Research Permit ("RP")Apui region, State of Amazonas, BrazilBMIXP24,708gold
831.380/2014RPJRVBMIXP1,375diamond, gold, gravel, sand
831.398/2014RPJRVBMIXP994diamond, gold, gravel, sand
832.052/2006RPJRVMDB982diamond, gold
830.899/2013RPJRVRST1,443diamond, gold
830.898/2013RPJRVRST671diamond, gold
833.685/2006RPJRVRST130diamond, gold
832.108/2005RPJRVRST657diamond, gold
832.059/2014Application for Research Permit ("ARP")JRVBMIXP1,152diamond, gold, gravel, sand
832.060/2014ARPJRVBMIXP1,052diamond, gold, gravel, sand
832.043/2007ARPJRVBMIXP19diamond
833.938/2006ARPJRVBMIXP1,236diamond, gold
The second manner in which we expanded as a company from 2013 to now isits initial iron mine, located in the product mix output from our Brazilian subsidiaries. In 2013 we produced and sold rough diamonds and gold. In 2014 we added polished diamonds. In 2015 we added sand and mortar, a product made from our sand.

From 2013 to today, we have been taking shape as a holding company ownermunicipality of different subsidiaries. We now own the following stakes:

(1)100% of BMIX Participações Ltda. ("BMIXP"). BMIXP owns the mineral right for a large area (24,708 acres) locatedRio Piracicaba in the state of Amazonas,Minas Gerais, for which it received in October 2022 a permit to mine from Agencia Nacional de Mineracao (“ANM”, the Amazon regionBrazilian mining department) and awaits the operational license from Superintendencia do Meio Ambiente (“SUPRAM”, the State of Minas Gerais environmental department) within the next 12 months and (ii) 28.72% of Jupiter Gold Corporation (“Jupiter Gold”), a publicly-traded company with exploration projects for gold and a developing quartzite quarry operation, all in Brazil, and whose common stock is quoted on the OTCQB under the symbol “JUPGF”. The quartzite mine is fully permitted by ANM and SUPRAM and is expected to start operations later in 2023

We have determined that Apollo Resources and Jupiter Gold represent Variable Interest Entities (see our “Variable Interest Entities” discussion on page [34] of this Annual Report). As a result of such determination, the results of operations from both Apollo Resources and Jupiter Gold are consolidated in our financial statements under the United States general accepted accounting principles (“U.S. GAAP”).

Nickel & Cobalt

Market

Nickel and cobalt are key battery minerals needed for the growth phase in EV production. Cobalt is on the list of the 35 minerals considered critical to the economic and national security of the United States as first published by the U.S. Department of the Interior on May 18, 2018. In general, the greater the amount of nickel and cobalt, the greater the energy density of an EV battery, a factor that contributes to the storage of more energy. As a practical example of the importance of nickel and cobalt, EVs whose batteries have a higher energy density can run more kilometers before a recharge is needed. According to Benchmark Mineral Intelligence, 72 mining projects with a known presencean average size of gold.


(2)            100%42,500 tonnes will be required to meet battery demand for refined nickel by 2035.

Summary of Mineração Duas Barras Ltda. ("MDB"). MDB holds title toOur Opportunity

We own 15 mineral rights for nickel (including two mineral rights includingfor both nickel and cobalt) totaling approximately 54,950 acres (222 km2). These mineral rights are divided in two sub-groups according to geography: Nickel I Properties in the State of Goiás and Nickel II Properties in the State of Piauí. Several of our mineral rights are located near to or adjacent to areas of known nickel and associated cobalt mineralization.

Nickel and associated cobalt mineralization often occurs as near-surface deposits hosted within a large complex of magnesium and iron rich plutonic rocks, referred to as ultramafics, that originally formed in the earth’s lower crust and upper mantle. In addition to magnesium and iron, ultramafic rocks typically contain minor amounts of nickel along with lesser amounts of cobalt. Tectonic uplift of the ultramafic sequence followed by exposure to intense tropical weathering processes has resulted in the formation of a nickel and cobalt enriched rock commonly referred to as nickel laterite. Nickel laterite deposits currently account for 40% of global nickel production are becoming an increasingly important source of nickel metal for world demand. They typically occur as very large tonnage, low grade deposits, and being close to the surface, are very amenable to open pit mining concessionmethods.

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Our Nickel I property located in the Niquelandia district in north-central Goiás state has been Brazil’s national center of commercial nickel production since the early 1980’s. Here nickel laterite mineralization is reported to occur in nickel-bearing iron oxides and clays which are processed via pyrometallurgical recovery methods. Cobalt is recovered as a secondary by-product. Our Nickel II property in southeastern Piauí state is located in the general area of a newly commissioned open pit mining operation which commenced commercial production earlier this year. Based on reports published by the mine operator, a publicly traded company, nickel laterite mineralization in the area occurs as clay-poor, oxide rich material amenable to lower cost heap leach recovery methods. This relatively new approach to nickel ore processing and recovery offers the potential for diamonds, goldthe commercial development of lower grade resources that would otherwise be uneconomic using more conventional pyrometallurgical recovery methods.

We plan to assess the potential of our nickel-cobalt properties through a systematic three-phase exploration approach. The first phase will involve a combination of analysis and sand. It also ownsinterpretation of commercially available remote sensing satellite data, followed by geologic field reconnaissance and operatesregional scale geochemical stream sediment sampling to identify areas offering the largest alluvial processing plantbest potential for diamondsnew nickel-cobalt discoveries. Based on the results of the first phase, the second phase will involve a combination of more detailed geologic mapping, geochemical soil and goldrock grid sampling, and airborne and ground-based geophysical surveys to identify and prioritize the most prospective areas for drill targeting. The third phase will involve first pass reconnaissance drilling of selected targets to test the presence and distribution of prospective mineralization, with additional follow-up drilling to be conducted as results warrant.

Rare Earths

Market

The rare earth elements (“REE”) are on the list of the 35 minerals considered critical to the economic and national security of the United States as first published by the U.S. Department of the Interior on May 18, 2018. REEs consist of the lanthanide series (lanthanum, cerium, praseodymium, neodymium, promethium, samarium, europium, gadolinium, terbium, dysprosium, holmium, erbium, thulium, ytterbium, and lutetium) as well as scandium and yttrium. REEs are classified as “light” and “heavy” based on atomic number. Light REEs (LREEs) are comprised of lanthanum through gadolinium (atomic numbers 57 through 64). Heavy REEs (HREEs) are comprised of terbium through lutetium (atomic numbers 65 through 71) and yttrium (atomic number 39), which has similar chemical and physical attributes to the HREEs. Neodymium and praseodymium are key critical materials in Latin Americathe manufacturing of magnets that have the highest magnetic strength among commercially available magnets and has a Brazilian permitenable high energy density and high energy efficiency in diverse uses. Dysprosium and terbium are key critical materials often added to export its diamond production.

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(3)50%the magnet alloys to increase the operating temperature. HREEs tend to be less abundant and more expensive than LREEs.

Summary of RST Recursos Minerais Ltda. ("RST"). RST holds title to storiedOur Opportunity

We own seven mineral rights for rare earths totaling approximately 30,054 acres (122 km2). These mineral rights are divided in two sub-types according to geology: Rare Earths I Properties in the States of Goiás and Tocantins, and Rare Earths II Properties in the State of Bahia. Several of our mineral rights are located near to or adjacent to areas known to have rare earths deposits. Preliminary geochemical sampling of some of our areas indicated presence of rare earths. We plan to continue to explore our areas to assess as to whether we have any economic deposits.

Titanium

Titanium is on the list of the 35 minerals considered critical to the economic and national security of the United States as first published by the U.S. Department of the Interior on May 18, 2018. Titanium can withstand high temperatures and its non-magnetic nature prevents interference with data storage components. It has widespread use in high-technology and aerospace applications.

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We own seven mineral rights for titanium totaling approximately 22,050 acres (89 km2). These mineral rights are all located in the State of Minas Gerais and are referred to as our Titanium Properties. Several of our mineral rights are located near to or adjacent to areas known to have titanium deposits. We plan to explore our areas to assess as to whether we have any economic deposits.

Graphite

Graphite is on the list of the 35 minerals considered critical to the economic and national security of the United States as first published by the U.S. Department of the Interior on May 18, 2018. Graphite is the most used anode in lithium batteries, benefitting from its high energy and power density. The global need for high-quality, low impurity graphite is directly related to the growth in EV adoption as discussed above. According to Benchmark Mineral Intelligence, to meet demand for anode materials, an estimated 97 natural flake graphite mines will need to be built by 2035, assuming an average size of 56,000 tonnes a year and no contribution from recycling.

We own three mineral rights for graphite totaling approximately 13,766 acres (56 km2). These mineral rights are all located in the State of Minas Gerais and are referred to as our Graphite Properties. All of our mineral rights are located immediately adjacent to areas known for graphite deposits. We plan to explore our areas to assess as to whether we have any economic deposits.

Iron (Through Our Partial Ownership of Apollo Resources Corporation)

Market

Historically, iron has been an essential metal to human development and economic growth. According to the U.S. Geological Survey, over 98% of mined iron ore is used in steel manufacturing. Brazil is the second biggest iron ore producer and exporter in the world, after Australia. Despite the COVID-19 pandemic, iron ore prices reached a six-year high in 2021 primarily fueled by demand from China, the largest importer, while demand from India continues to increase, according to Trading Economics, a market intelligence firm.

Summary of Our Opportunity

Our subsidiary, Apollo Resources, is focused on iron projects in Brazil. Apollo Resources currently owns 56,290 acres of mineral rights for iron distributed in six projects, five of which are in early stage while its Rio Piracicaba Project in Brazil’s well-known Iron Quadrangle mining district is being advanced towards an iron mine, expected to begin operations in 2024 (the “Rio Piracicaba Project”). The Iron Quadrangle is one of the premier iron producing regions in the world.

In 2020, Apollo Resources acquired from a third-party 641-acre mineral right where its Rio Piracicaba Project is now located. This mineral right sits immediately adjacent to Agua Limpa, a producing iron mine owned and operated by Vale S.A. (NYSE: VALE).

During the first and second quarters of 2021, detailed drilling and trenching under the supervision of iron geologists was carried out in approximately 10% of the mineral right area encompassing the Rio Piracicaba Project. Subsequently, a Qualified Person for iron, as the term is defined in Regulation S-K 1300, worked on the analysis and interpretation of the geotechnical work performed.

A Technical Report Summary of the Rio Piracicaba Project (the “Rio Piracicaba TRS”) prepared in accordance with the requirements of Regulation S-K 1300 is included as Exhibit 96.1 to this Annual Report. The effective date of Rio Piracicaba TRS is March 30, 2022. This report was prepared by Orlando Garcia Rocha Filho, a principal at RCS Geologia e Meio Ambiente Ltda., and Volodymyr Myadzel, PhD, an independent consultant at the time, and currently a member of our internal lithium geological team. With respect to the Rio Piracicaba TRS, Mr. Rocha Filho and Dr, Myadzel are Qualified Persons for Iron according to Regulation S-K 1300.

Apollo Resources has full and titled ownership of the mineral right in which the Rio Piracicaba Project is being developed and 100%-ownership of such project. Therefore, the resources presented in the Rio Piracicaba TRS are attributable to Apollo Resources’ interest in such property. A summary table for each class of mineral resource (measured, indicated, and inferred) as found in the Rio Piracicaba TRS is also included below:

  Measured Mineral Resource  Indicated Mineral Resource  Inferred Mineral Resource 
  Amount
(tons)		  Grade  Amount
(tons)		  Grade
(% iron)		  Amount
(tons)		  Grade
(% iron)		 
Iron - Rio Piracicaba Project  -   -   2,646,141   33.74   5,206,771   30.40 

The following disclosures apply to the summary table above:

1. “Mineral Resources” is defined in accordance with the requirements of Regulation S-K 1300.

2. Mineral Resources are estimated at a cut-off grade of 20% iron.

3. Mineral Resources are estimated using a long-term iron ore price of US$90 per dry metric tonne for the Platts/IODEX 62% iron fines CFR China, and US$/BRL exchange rate of 5.25.

4. Reasonable prospects for economic extraction were determined by benchmarking similar operations and developing a 20% iron cut-off grade based on operating costs.

5. The effective date is March 30, 2022.

The specific point of reference for the mineral resources estimated in the Rio Piracicaba Project has the following coordinates: 19o 56’ 24.40” S and 43o 12’ 7.58” W. The specific point of reference is also identified in the map below.

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In October 2022, Apollo Resources received from ANM, an initial permit to commercially mine its Rio Piracicaba Project. During 2021 and part of 2022, all studies required for the operational licensing of an iron mine have been completed and such permit application submitted by Apollo Resources to SUPRAM, where the analysis of such request takes place, may take an additional 12 months from the date of this Annual Report.

As of the date of this Report, Atlas Lithium owns 45.11% of the common stock of Apollo Resources.

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Quartzite (Through Our Subsidiary Jupiter Gold Corporation)

Market

Quartzite is a very hard rock composed predominantly of an interlocking mosaic of quartz crystals. Recently polished quartzite slabs have become sought after as a higher-end substitute to granite in kitchen countertops and tiles. Brazil has a robust quartzite mining industry centered in the neighboring the States of Minas Gerais and Espírito Santo with smaller producers being the norm. Each quarry produces quartzite of different color and texture and therefore stones are unique to their location. Mining is via simple open pit procedures, not particularly labor intensive, and with the mined product normally prepared as cubes of raw quartzite measuring ten meters in each diameter. Buyers are normally responsible for the logistics of transporting such raw quartzite blocks from the mine. Buyers for quartzite mined in Brazil are primarily from four locations: Brazil itself, United States, China, and Italy. It is common for mines to develop an exclusive selling relationship to a buyer.

Summary of Our Opportunity

While our subsidiary Jupiter Gold is primarily focused on gold in Brazil, in one of its mineral rights, measuring 233 acres, a greenfield deposit of quartzite was identified by its exploration team and became its “Quartzite Project”. The Quartzite Project is in the State of Minas Gerais in Brazil, in a region known for quartzite mining.

In 2021, Jupiter Gold studied the Quartzite Project with detailed drilling, and a preliminary volumetric estimate of a deposit was obtained. In 2021, Yan Taffner Binda, a mining engineer with vast experience in quartzite, who meets the definition of a Qualified Person in Regulation S-K 1300, prepared the operational plan for an open pit quarry at the Quartzite Project. An initial mining license from ANM has been obtained.

In 2021, Geoline, an independent engineering and environmental licensing consultancy, performed the field studies needed to file Jupiter Gold’s petition to the applicable regulatory body for an operation license. Jupiter Gold’s expectation is to obtain such approval within the next three to six months, which would allow it to start operations and thereafter revenues in 2023. Jupiter Gold anticipates that its quartzite quarry will require five on-site full-time employees; expected prices for the type of color and texture of the quartzite anticipated to be mined range from $1,200 to $2,000 per cubic meter. In December 2022, Jupiter Gold received the operational license for its quartzite mine, and plans to begin operations in 2023.

As of the date of this Report, we own 28.72% of the common stock of Jupiter Gold.

Gold (Through Our Subsidiary Jupiter Gold Corporation)

Market

Brazil has been a gold producer for over 200 years. According to the World Gold Council, in 2021   Brazil produced 90.1 tons of gold and was the 14th largest gold producer country. Minas Gerais was the largest gold producing state in Brazil, accounting for over half of the country’s production in 2021, according to Statista, a market intelligence firm.

Summary of Our Opportunity

Our subsidiary Jupiter Gold owns 142,017 acres of mineral rights for gold distributed in seven projects, six of which are in early stage while one of them, the “Alpha Project,” has been preliminarily researched and is being developed towards a gold mine. The Alpha Project is located in the State of Minas Gerais at the eastern edge of the Iron Quadrangle mining district, the number one gold-producing region in Brazil.

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Jupiter Gold’s 100%-owned Alpha Project encompasses 31,650 acres distributed in twelve mineral rights for gold. Approximately 2% of this total area has been studied over 15 years ago by a prior owner, by drilling superficial terrain layers of saprolite and colluvium and identifying gold in multiple targets. The technical report produced at that time under the ANM standard had an estimated gold mineralization for the small area of the deposit in which work was performed.

In 2020, detailed trenching under the supervision of gold geologists was carried out in approximately 2% of the mineral right area encompassing the Alpha Project. In 2021, Oxford Geoconsultants, a technical consulting firm with a geologist that meets the Qualified Person definition of Regulation S-K 1300, released an independent technical report on the project.

RCS, an independent advisory firm with a gold geologist that meets the Qualified Person definition of Regulation S-K 1300, has preliminarily indicated that the gold deposits at the Alpha Project are of greenstone belt type. Further work is planned for 2023 and 2024at the Alpha Project to expand the knowledge of and the measured size of the deposit.

As of the date of this Report, Atlas Lithium owns 28.72% of the common stock of Jupiter Gold.

Alluvial Gold and Diamonds

We own several mining concessions for gold and diamonds and gold along a premier area inthe banks of the Jequitinhonha River valley, a well-known area for diamonds and gold for over two centuries. Many ofin the RST areas are located near MDB's plant.


(4)100% of Hercules Brasil Ltda. ("HBR"). HBR owns an operating mortar manufacturing plant and markets a line of three mortar products for sale to the local construction market under the brand name "Hercules".

Business Developments
Some significant developments to our business during 2015 in chronological order were as follows:

(1)In January 2015, Brazil's mining department approved the addition of sand as a mineral entity to one of our mining concessions. With the addition of sand, MDB's mining concession now permits the mining of diamonds, gold and sand. Geological work performed by an outside consultancy estimated at 454,813 tons the amount of free sand available superficially in one of several areas at our mining concession. Sand is beneficial to us in two ways: its cash flows are independent from diamond and gold operations and it is easily obtained with very low extraction costs. Our high quality sand, as attested by geochemical analysis, is sought after for use in civil construction and preparation of multiple materials. Sand is available naturally since we are at the margins of a river, but, in particular, sand can be continuously replenished or partially replenished over time since sand is also a byproduct of the processing of gravel at our diamond and gold recovery plant.
(2)In March 2015, we retained José Francescatto, a well-known diamond and gold geologist, to be our Senior Geologist. Mr. Francescatto has over 36 years of experience primarily in diamond and gold properties. In particular, he was the Chief of Geology at Mineração Tejucana S/A ("Tejucana"). Tejucana has a revered history as the most successful diamond mining company in Brazil. It mined mostly inside the Jequitinhonha River using dredges. Our subsidiary RST is the successor owner for most of Tejucana's diamond and gold properties. The river banks of the RST areas were not explored by Tejucana, and thus remain promising locations for mining. Mr. Francescatto has also worked at Kinross, a large global miner.  
(3)During Q2 2015, and also subsequent to the end of the quarter, we announced drilling results of an area belonging to our RST subsidiary (the "RST Initial Area"). It is a dry location, amenable to a program of extraction by open surface excavation and removal and transport of its white gravel to our diamond and gold processing and recovery plant. In relative terms, this researched locale was small compared to the total surface area of this mineral right, which measures 5.3 million square meters or 1,310 acres. While the results obtained have been highly encouraging, there is no assurance that these preliminary findings will be replicable to the entirety of or other locations in this area, or that a material amount of minerals will be found.

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(4)In April 2015, we announced that we had mined our largest rough diamond to date at 4.01 carats. This diamond was cut and polished in Brazil, and yielded a highly attractive 2.01 carat pear shaped polished diamond.

(5)In May 2015, we launched and began production of our mortar though our newly created subsidiary, Hercules Brasil Ltda. ("HBR").

Initially, Hercules is focused on the production and sale of mortar. A medium size plant that can produce mortar, grout and other industrialized sand products has been fully built and is operating. The plant is located next to a busy asphalt highway to facilitate transportation and is 18 miles away from our MDB sand mine. It operates on electric power which lowers costs and utilizes a staff of three. At full capacity, with a staff of five, the plant has the capacity to produce up to 25,000 bags of mortar per month.

The content of sand per weight in a mortar bag ranges from approximately 80% to 90%. On a per kilogram basis, the aggregate value realized from recent mortar sales is 10 to 40 times that of raw sand. Gross product margins obtained on initial mortar sales to stores have ranged from 100% to 300% depending on the type of mortar sold.

Specialists in mortar have worked in developing proprietary formulations which utilize the MDB raw sand for the Hercules mortar. Hercules currently produces the three basic types of mortar used in Brazilian construction: AC-I, AC-II, and AC-III, which have increasing levels of strength. Although mortars have been around for a long time, some specific and innovative solutions were devised that allow Hercules to increase the quality and lower the cost of its products. We believe that initial market response has noted that Hercules products are of high quality and comparable to the best national brands.

Hercules buys sand from our MDB mine and processes it at the mortar plant, adding specific other ingredients for each type of mortar, mixing them, and finally packaging the resulting mixtures in 20-kg bags. AC-I bags have blue details, whereas AC-II bags have details in red and AC-III green.

"Hercules" is the brand name adopted for the mortar business; it has been protected as a trademark in Brazil. Initial buyers of Hercules mortar have been small construction materials stores; some are already recurrent buyers with predictable bi-weekly orders. The Company believes that over time, it will have several additional as well as larger stores and chains as costumers. Some small amount of Hercules mortar has also been sold directly to retail buyers at higher gross margins. We believe that the metropolitan region of Montes Claros, northern partState of Minas Gerais, state, within a populationregion where gold and diamonds have been mined for more than 200 years.

The predecessor owner of over 1 million residents, isone of our current mining concessions for gold and diamonds was Valdiaam, a TSXV-listed company. Such company performed detailed drilling and other studies leading to the publication of technical reports.

We own an attractive market for our mortar.


In keeping with our entrepreneurial spirit, the entrance into construction materials added a new business which on a standalone basis can have strong prospects for margin and growth. Of relevance to us as a holding company is the fact that cash flows from the construction materials business are uncorrelated to those fromalluvial diamond and gold mining.


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(6)In June 2015, we announced that we had cut our Brazilian fixed costs by 50% as a resultprocessing plant which was built by such prior owner at an estimated cost of $2.5 million. To the best of the relocation of our Brazilian administration to an office 15 miles away from our knowledge, this plant is the largest such type of alluvial recovery plant in Brazil.

We are not currently engaged in alluvial diamond and gold and sand mine operations. To facilitate oversight and communications we eliminated the Belo Horizonte office, which had been established before our acquisitions and located over 300 miles away from the MDB and RST areas. Because of savings in both labor and office costs and the elimination of travel and lodging expenses, the result of the relocation was a large decrease in Brazilian fixed costs.


(7)In July 2015, we completed all contractual cash payments for the purchase of our 50% stake in RST, a Brazilian company with 10 mining concessions and  other minerals rights.. Prior to our involvement, the last time RST shares had been acquired by a publicly-traded company occurred in June 2008, when a Canadian issuer contractually agreed to pay US$10.5 million dollars for 100% of RST. Subsequently, and as part of such contractual agreement, this Canadian buyer paid US$2 million to the sellers, but was unable to pay the remainder due to the global financial crisis affecting its situation. RST was not explored by it or other owners since then and its areas have remained essentially untouched.

(8)In September 2015, MDB obtained a 4-year renewal of its environmental license for operations ("Licença de Operação"). MDB can reapply for continuous renewals of such license every four years. On September 8, 2015, MDB's renewal application was voted favorably by the COPAM committee, which is made up of representatives from different segments of the local community; the tally was ten votes in favor of our renewal and one abstention. This public vote was held in Montes Claros, state of Minas Gerais, the nearest large city to MDB's mine. We believe that obtaining an environmental license for any mining company in Brazil is a substantial achievement, as the process is a long and detailed, and many studies are required.

(9)In September 2015, we began to expand and improve a dirt road to connect our large diamond and gold recovery plant to the RST Initial Area a few miles away, where we intend to conduct operations for the next several years.

(10)In November 2015, we filed the necessary documents for further permitting of a 24,708-acre gold area in the state of Amazonas, Brazil. In this filling, we have added the mineral copper, also identifiable in the area. In prior filings with the Securities and Exchange Commission, we have referred to this area as "Borba". It is a mineral right located in the Apui area of Amazonas, a region of the Amazon now well known for gold deposits.

(11)In November 2015, we filed the necessary documents for further permitting of the second mineral right that belongs to MDB, and which encompasses an area of 982 acres. This mineral right has not been explored before and holds promise for future mining for diamonds and gold. Our technical team encountered in this area a type of gravel locally called "grupiária", which is known for having a lower density concentration of diamonds but yielding much larger stones diamonds when they do occur.


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Emerging Growth Company Status
We may be deemed to be an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act. As long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but notfocusing our limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reportscapital and proxy statements, and exemptions from the requirements of holding an annual nonbinding advisory voteteam on executive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an "emerging growth company."

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We will remain an "emerging growth company" for up to five years, although we would cease to be an "emerging growth company" prior to such time if we have more than $1 billion in annual revenue, more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion of non-convertible debt over a three-year period.

Markets
Rough Diamonds

The market for our rough diamonds is potentially global as we have attracted interest from many foreign buyers. To date we have sold our rough diamonds only in Brazil and to Brazilian institutional buyers that represent merchants from other countries. We have the necessary Siscomex export license obtained from the Brazilian regulatory agency and therefore we can export rough diamonds in the future. The export process for rough diamonds involves obtaining the Kimberly certification on each rough diamond set being exported. This certificate is obtained in the mining department and attests to the fact that we have all of the necessary licensing and that the diamonds are ethically produced. The Kimberly certification is a United Nations procedure to which Brazil is a signatory member; it seeks to eliminate from the global market the so-called "blood diamonds," mined under conditions of duress and without regard for the environment.

The price of our rough diamonds is mostly determined by the overall global market price for diamonds of similar size and characteristics; the prices are quoted in U.S. dollars per carat. For each lot available, we have had several interested and potential buyers, and normally receive multiple bids.

Polished Diamonds

The market for our polished diamonds is global. To date we have sold our polished diamonds in Brazil and abroad. The sales in Brazil were made to a large jewelry chain that is in business since 1946 and caters to the medium-high end of the market. The sales of our diamonds to buyers from abroad were to high net worth individuals interested in acquisition for asset diversification as well as future use in jewelry pieces. Since we have the necessary Siscomex export license, the export process is rather easy for polished diamonds.

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The price for our polished diamonds is determined just like it is for any other polished diamond, and thus primarily by the so-called four C's – color, carat weight, clarity, and cut. All of our exported diamonds to date have been certified and graded at the Gemological Institute of America ("GIA"), considered the premier analytical laboratory for diamonds and other gems in the world. The highest color grade our polished diamonds have obtained from GIA has been "E", the 2nd highest possible grade (the color scale starts at "D"). The best clarity our polished diamonds have obtained has been "VVS1", the 2nd best clarity possible. The majority of our polished diamonds have been graded F-G for color and VVS2-VS2 for clarity. Their weight has been approximately between 0.4 and 2.0 carats. The Rapaport valuation of our polished diamonds graded at GIA has been approximately $3,250 per carat. Rapaport is a premier diamond service provider that publishes well-known, periodic pricing valuations for diamonds based on the four C's, as described above. The prices for our diamonds are quoted in U.S. dollars.

Gold

The market for our gold is local. There is strong demand from multiple Brazilian buyers. The price of our 96%-purity gold bars is determined by the London price for gold on the day of sale. The prices for our gold are quoted in U.S. dollars.

Sand

The market for our sand is local, driven by demands of residential and commercial construction. There are a large number of local buyers for our sand. Our sand was analyzed at a top analytical laboratory in Brazil and found to have very high silica levels and low organic matter, both characteristics of high quality sand. We price our sand based on whether it is retrieved by the buyer directly in our sand mine versus being delivered by us, and the size of the trucks used, which determines the volume purchased. The prices for our sand are quoted in Brazilian reais, the local currency.

Mortar

The market for our mortar is local, also driven by demands of residential and commercial construction. We sell mortar to stores and directly to the consumer. The prices for our mortar are quoted in Brazilian reais.

Demand

Demand for our products has been robust. We are constrained by logistical issues (eg., waiting for permits from the mining department to begin mining), equipment malfunction (eg., waiting for repair of excavator, tractor, etc.), and at times, working capital. There is currently no lack of buyers or demand for any of our products.

Overall, there has been an increase in the global demand for rough and polished diamonds, primarily driven by the improvement in the U.S. economy and continued repressed demand from emerging markets such as China and India. Gold has strong continued demand for both jewelry and as an alternative asset. Demand for our sand is robust given that there is no other licensed sand mine within a radius of approximately 200 miles. We have experienced good demand for our mortar, possiblylithium because of its quality, andexceptional growth in demand at times buyers had to wait for us to be able to fulfill their orders.

Distribution

We have not had material issues or bottlenecks with distribution of our products. For mortar, as our production grows, we expect to rely on third-party truckers to transport mortar from our factory to stores and distribution centers.

Competition
Diamonds, gold, and sand production are difficult fields to penetrate due to regulatory requirements, long wait times for permitting, and limited availability of new resource areas.

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Our competitive position among suppliers of diamonds and gold is particularly strong because both MDB and RST are known companies in the Brazilian diamond trade and have the necessary minerals rights and environmental licenses in place. Therefore, our merchandise, whether rough diamonds, polished diamonds, or gold is able to be purchased openly and without restrictions since all of the supporting proof of provenance is available and in good order. Other producers that lack rights or licenses do not enjoy our position and can only sell into the "black market," possibly at a substantial discount and facing legal risks.
A secondary reason for our strong competitive position is that the diamonds from the Jequitinhonha River valley are known in Brazil and in global diamond centers to be of high quality. Since our sources of diamonds are secondary valley deposits, it is presumed that the primary kimberlitic source of such diamonds suffered erosion by the river for millions of years. In this lengthy process, over millions of years, smaller, but well proportioned, "hardy" gems resulted. These rough diamonds are fairly easy to be cut and polished, and yield attractive, naturally-appealing polished diamonds.

We have very little competition from other sand providers as simply there are no licensed sand mines in a large radius around our location.

We do face competition with respect to mortar. In the local market in which we operate, one finds a few "national" mortar brands, with high name recognition, and some other local brands. It is still early for us in this market, but our differentiators to date have been both quality and reasonable prices. We have also offered stores the ability to pay for our mortar in installments lasting 15 to 60 days, depending on the quantity ordered, which facilitates sales.

Seasonality
Our ability to mine for diamonds and gold is highly seasonal. The rainy season where our diamond and gold production is lasts from December through April. We therefore expect that during these months our revenues will be substantially lower than during other periods. The ability to retrieve sand from our sand mine is also impacted during this rainy season, but in lesser scale. The ability to produce mortar is impacted only in the strongest adverse weather such as sometimes occur in January and February, with the heaviest rains.

present time.

Raw Materials


We do not have any material dependence on any raw materialmaterials or raw material supplier. All of the raw materials that we need are available from numerous suppliers and at market-driven prices.

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Intellectual Property


We have secured the right to use the name "Hercules" for our mortar with the Braziliando not own or license any intellectual property agency. We have proprietary formulations for three different types of mortar thatwhich we sell.


Government Regulation 
The Brazilian mining industry is highly regulated. We spend a considerable amount of time preparing filings requested by the mining and the environmental regulatory agencies. We also spend a considerable amount of time urging these agencies to more expeditiously review our filings so that we can move to production. We consider our operations in Brazil to be in compliance with Brazilian federal, state, and municipal regulations. There is no governmental control of the selling of our diamonds (whether rough or polished), gold, sand, and mortar.


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material.

Government Regulation

Mining Regulation and Compliance


Mining regulation in Brazil is carried out by the mining department,ANM, a federal entity. Eachentity, with offices in each state in Brazil has a state-level office of this federal entity.Brazil.. For each mineral right that we own, we file anythe required paperwork related to it inwith the ANM office of the mining department in the state in which such mineral right occurs.




is located. We follow the status of any processes with the environmental agency by periodic visitation to such office. Webelieve that we maintain what we believe to be a good relationship with the offices of the environmental agencyANM and believe that our methods of monitoring are adequate for our current needs.
The mining department For mineral rights which have an operating mine, ANM will normally inspects our operationsinspect such projects once a year viathrough an unannounced visit which is their standard practice.  The Company estimates that it costs $25,000 annually to currently maintain compliance with various mining regulations.

visit.

Environmental Regulation and Compliance


Environmental regulation in Brazil is carried out by a state-level agency, which may have multiple offices, one for each region of the state. For instance, in Minas Gerais State, such agency is called SUPRAM. For each mineral right that we own, after sufficient exploration work has been conducted, we filemay apply for operational permitting towards mining by filing any such paperwork related to it inwith the local office of the environmental agency that has the applicable geographical jurisdiction.


We follow the status of any processes with the environmental agency by periodic visitation to such office. Webelieve that we maintain a good relationship with the offices of the environmental agency and believe that our methods of monitoring are adequate for our current needs.

The environmental agency normally inspects our operations once every one or two years which is the standard practice for companies in good standing. We believe that we are in compliance with environmental laws in our applicable jurisdictions. The Company estimates that it costs $25,000 annually to currently maintain compliance with various environmental regulations.

Surface disturbance from any open pit mining at MDBperformed by us is in full compliance with itsour mining plan. Furthermore, MDBplan as approved by the local regulatory agencies. We regularly recuperatesrestore areas that have been exploited.exploited by us. The current environmental regulations state that for a period of five years after all mining hasoperations have ceased at MDB (however long that may take), therewe would still be five years of available time forrequired to perform any necessary recuperation work.

Environmental, Social and Governance

We are committed to be performed. The separation processEnvironmental, Social, and Corporate Governance (“ESG”) causes. Our Chief of Environmental, Social and Corporate Governance coordinates our efforts in these important matters. We believe that our efforts make a difference in the communities in which we operate. For example, in the period from 2018 to 2020e planted more than 6,000 trees of diverse types for diamonds and gold at MDB does not use any chemical products. Tests are conducted regularly and there are no recordsthe benefit of groundwater contamination.

Export Regulation
The export of rough diamonds from Brazil complies with the United Nations Kimberley Process certification system of which Brazil is a signatory country. This system was implemented by a large number of member countries of the United Nations to marginalize and prevent entrance to the diamond marketplace of those gems producedlocal populations in areas where human exploitationin which we operate. During this same period, we also constructed over 1,000 small retention walls to preserve and other specific illicit activities exist. Toenhance dirt access roads used by such communities. Our current efforts are focused on hiring workers from communities near our knowledge, Brazil was neverproject areas. Many such communities have high levels of unemployment and we thus believe that we are making a jurisdiction that had any issues of these types.positive contribution.

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Two of our subsidiaries have been granted export licenses, and therefore we can export either rough or polished diamonds. Gold is too heavy and is best sold locally, since its price is essentially the same as abroad. There is no cost to maintain the export license active.


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Employees and Independent Contractors



As of March 25, 2016, we had 11 full-time equivalent employees and 2 part-time contractors. We also periodically retain consultants to provide specific services deemed necessary. We consider our employee relations to be very good.



Form &and Year of Organization & History to Date




We were incorporated in the State of Nevada on December 15, 2011. 2011 under the name Flux Technologies, Corp. From inception until December 18, 2012, we were focused inon the software business, which generated minimal revenues andbusiness was discontinued whenafter entering into a Contribution Agreement with Brazil Mining, Inc. (“Brazil Mining”), pursuant to which, in exchange for 51% of the currentoutstanding shares of common stock of the Company, Brazil Mining contributed to the Company by way of an Assignment of Mineral Rights, certain mineral exploration rights. Since then, our management team has been focused on the exploration and business focus began. Thedevelopment of certain mineral rights in Brazil. In October 2022, the Company changed its name to Brazilfrom “Brazil Minerals, Inc.” to “Atlas Lithium Corporation.” On January 12, 2023, the Company completed its firm underwritten public offering of 776,250 shares of the Company’s common stock (which includes the shares subject to the overallotment option, exercised by the underwriter in December 2012.



full), for aggregate gross proceeds of $4,657,500, prior to deducting any underwriting discounts, commissions, and other offering expenses. Our common stock began trading on the Nasdaq Capital Market under the ticker symbol “ATLX” on January 10, 2023.

Legal Proceedings

We are not a party to any material legal proceedings.

Available Information


We maintain a website at www.brazil-minerals.com.www.atlas-lithium.com. We make available free of charge, through the Public Filings section of the Investors tab on our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.Securities and Exchange Commission (the “SEC”). The information on our website is not, and shall not be deemed to be, a part hereof or incorporated into this or any of our other filings with the SEC.


Our SEC filings are available from the SEC'sSEC’s internet website at www.sec.gov which contains reports, proxy and information statements and other information regarding issuers that file electronically. These reports, proxy statements

Employees

As of the date of this Annual Report, we have 30 full-time employees and other information may also3 part time employees. None of our employees are represented by labor unions or covered by collective bargaining agreements. We consider our relationship with our employees to be inspected and copied at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.good.

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Item 1A. Risk Factors.


Some, but

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Annual Report, including our financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our securities. The occurrence of any of the risks, the events or developments described below could harm our business, financial condition, operating results, and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. You should consider carefully the risks and uncertainties summarized and set forth in detail below and elsewhere in this Annual Report before you decide to invest in our common stock.

Summary of Risk Factors

We are providing the following summary of the risk factors contained in this Annual Report to enhance the readability and accessibility of our risk factor disclosures. This summary does not address all of our operatingthe risks that we face. We encourage you to carefully review the full risk factors andcontained in this Report in their entirety for additional information regarding the risks of anymaterial factors that make an investment in our securities speculative or risky. The primary categories by which we classify risks include those related to: (i) our business, (ii) regulatory and industry, (iii) country and currency, and (iv) common stock. Set forth below within each of these categories is a summary of the principal factors that make an investment in our common stock are listed below.speculative or risky.

Business Risks

●Our future performance is difficult to evaluate because we have a limited operating history.
●

We have a history of losses and expect to continue to incur losses in the future.

●We are an exploration stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral deposits.
●Because the probability of an individual prospect ever having reserves is not known, our properties may not contain any reserves, and any funds spent on exploration and evaluation may be lost.
●We face risks related to mining, exploration and mine construction, if warranted, on our properties.
●Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities.
●We depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth.
●Our quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods.
●Our ability to manage growth will have an impact on our business, financial condition and results of operations.
●We depend upon Marc Fogassa, our Chief Executive Officer and Chairman.
●Our growth will require new personnel, which we will be required to recruit, hire, train and retain.
●Certain executive officers and directors may be in a position of conflict of interest.

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Regulatory and Industry Risks

●The mining industry subjects us to several risks.
●Our mineral projects will be subject to significant government regulations.
●We will be required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly and time-consuming.
●Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.
●Our operations face substantial regulation of health and safety.
●Our operations are subject to extensive environmental laws and regulations.
●Mineral prices are subject to unpredictable fluctuations.

Country and Currency Risks

●Our ability to execute our business plan depends primarily on the continuation of a favorable mining environment in Brazil and our ability to freely sell our minerals.
●The perception of Brazil by the international community may affect us.
●Exposure to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings and the value of some of our assets.

Common Stock Risks

●Our common stock price has been and may continue to be volatile.
●We do not intend to pay regular future dividends on our common stock and thus stockholders must look to appreciation of our common stock to realize a gain on their investments.
●We may seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing securities that would dilute your ownership.
●Our Series A Preferred Stock has the effect of concentrating voting control over us in Marc Fogassa, our Chief Executive Officer and Chairman.
●Marc Fogassa, our Chief Executive Officer and member of our Board of Directors, owns greater than 50% of the Company’s voting securities, which means we are deemed a “controlled company” under the rules of Nasdaq.
●Our stock price may be volatile, and you could lose all or part of your investment.
●You will experience dilution as a result of future equity offerings.
●Our existing stockholders have substantial influence over our company and their interests may not be aligned with the interests of our other stockholders, which may discourage, delay or prevent a change in control of our company, which could deprive our stockholders of an opportunity to receive a premium for their securities.
●Sales of a substantial number of shares of our common stock by our stockholders in the public market could cause our stock price to fall.
●Costs as a result of operating as a public company are significant, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
●Our internal control over financial reporting may not meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, could have a material adverse effect on our business and share price.

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Business Risks Related

Our future performance is difficult to Our Operations

Weevaluate because we have a limited operating history.
Our

Investors should evaluate an investment in us considering the uncertainties encountered by mineral exploration companies. Although we were incorporated in 2011, we began to implement our current business modelstrategy in 2016, which is primarily focused on the exploration of strategic minerals. We have generated limited revenues from operations and management team hasour cash flow needs have been in place only since December 2012. Our limited operating history makes it difficult to evaluatefinanced primarily through debt or equity and not through cash flows derived from our business or prospective operations. As an early stage company,a result, we have little historical financial and operating information available to help you evaluate and predict our future performance. In addition, advancing our projects will require significant capital and time, and we are subject to all of the risks inherentassociated with developing and establishing new mining operations and business enterprises as further described in the initial organization, financing, expenditures, complications, and delays inherent in a new business. Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment. Our business is dependent upon the implementation of our business plan.these risk factors. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

We have a history of losses and expect to continue to incur losses in the future.

We have incurred losses in each of the two past years, have negative cash flow from operating activities, have had limited revenues and expect to continue to incur losses in the future.

We have an accumulated deficit of approximately $58.7 million as of December 31, 2022. We expect to continue to incur losses unless and until such time as our projects or one of our future acquired properties enters into commercial production and generates sufficient revenues to fund continuing operations and we are able to develop at least one economic deposit. We recognize that if we are unable to generate cash flows from our operations, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties encountered by companies at the mineral exploration stage. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.

 There is uncertainty regarding our ability to implement our business plan and to grow our operations with our existing financial resources without additional financing. Our ability to implement our business plan is dependent on us generating cash from operations, the sale of our stock and/or obtaining debt financing. Historically, we have funded our operations primarily through the issuance of debt and equity securities. Management’s plan to fund our capital requirements and ongoing operations include the generation of revenue from our mining operations and projects. Management’s secondary plan to cover any shortfall is selling our equity securities, including our common stock, or common stock in Apollo Resources and Jupiter Gold that we own, and obtaining debt financing, There is no assurance that we will be successful in implementing our business plan or that we will be able to generate sufficient cash from operations, sell securities or borrow funds on favorable terms or at all. Our inability to generate significant revenue or obtain additional financing could have a material adverse effect on our ability to fully implement our business plan and grow our business to a greater extent than we can with our existing financial resources

We are an exploration stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral deposits.

We are engaged in the business of exploring and developing mineral properties with the intention of locating economic deposits of minerals. An economic deposit is a mineral property which can be reasonably expected to generate profits upon extraction and commercialization of its minerals after considering all costs involved. Our property interests are at the exploration stage. Accordingly, it is unlikely that we will realize profits in the short term, and we also cannot assure you that we will realize profits in the medium to long term. Any profitability in the future from our business will be dependent upon development of at least one economic deposit and most likely further exploration and development of other economic deposits, each of which is subject to numerous risk factors. including all of the risks associated with developing and establishing new mining operations and business enterprises including:

●completion of studies to verify reserves and commercial viability, including the ability to find sufficient ore reserves to support a commercial mining operation;
●the timing and cost, which can be considerable, of further exploration, preparing studies, permitting and construction of infrastructure, mining and processing facilities;
●the availability and costs of drill equipment, exploration personnel, skilled labor, and mining and processing equipment, if required;
●the availability and cost of appropriate smelting and/or refining arrangements, if required;
●compliance with stringent environmental and other governmental approval and permit requirements;
●the availability of funds to finance exploration, development, and construction activities, as warranted;
●potential opposition from non-governmental organizations, local groups or local inhabitants that may delay or prevent development activities;
●potential increases in exploration, construction, and operating costs due to changes in the cost of fuel, power, materials, and supplies; and
●potential shortages of mineral processing, construction, and other facilities related supplies.

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Further, we cannot assure you that, even if an economic deposit of minerals is located, any of our property interests can be commercially mined. The exploration and development of mineral deposits involves a high degree of financial risk over a significant period which a combination of careful evaluation, experience and knowledge of management may not eliminate. While discovery of additional ore-bearing deposits may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Significant expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a particular site. It is impossible to ensure that our current exploration programs will result in profitable commercial mining operations. The profitability of our operations will be, in part, related to the cost and success of its exploration and development programs which may be affected by several factors. Additional expenditures are required to establish reserves which are sufficient to commercially mine and to construct, complete and install mining and processing facilities in those properties that are mined and developed.

In addition, exploration-stage projects like ours have no operating history upon which to base estimates of future operating costs and capital requirements. Exploration project items, such as any future estimates of reserves, metal recoveries or cash operating costs will to a large extent be based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques, as well as future studies. Actual operating costs and economic returns of all exploration projects may materially differ from the costs and returns estimated, and accordingly our financial condition, results of operations, and cash flows may be negatively affected.

Because the probability of an individual prospect ever having reserves is unknown, our properties may not contain any reserves, and any funds spent on exploration and evaluation may be lost.

We are an exploration stage company, and we have no “reserves.” A mineral reserve is defined in Regulation S-K 1300 as an estimate of tonnage and grade or quality of “indicated mineral resources” and “measured mineral resources” (as those terms are defined in Regulation S-K 1300) that, in the opinion of a “qualified person” (as defined in Regulation S-K 1300), can be the basis of an economically viable project. We cannot assure you about the existence of economically extractable mineralization at this time, nor about the quantity or grade of any mineralization we may have found. Because the probability of an individual prospect ever having reserves is uncertain, our properties may not contain any reserves and any funds spent on evaluation and exploration may be lost. Even if we confirm reserves on our properties, any quantity or grade of reserves we indicate must be considered as estimates only until such reserves are mined. We do not know with certainty that economically recoverable minerals exist on our properties. In addition, the quantity of any reserves may vary depending on commodity prices. Any material change in the quantity or grade of reserves may affect the economic viability of our properties. Further, our lack of established reserves means that we are uncertain about our ability to generate revenue from our operations.

Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that they can be developed into producing mines and that we can extract those minerals. Both mineral exploration and development involve a high degree of risk, and few mineral properties that are explored are ultimately developed into producing mines.

Exploration activities require significant amounts of capital that may not be recovered and may exceed our budget.

Mineral exploration activities are subject to many risks, including the risk that no commercially productive or extractable resources will be encountered. There can be no assurance that the Company’s activities will ultimately lead to an economically feasible project or that it will recover all or any portion of its investment. Mineral exploration often involves unprofitable efforts, including drilling operations that ultimately do not further exploration efforts. Despite our efforts to budget such costs, the cost of minerals exploration is often uncertain, and cost overruns are common. Substantial expenditures are required to establish reserves through drilling, to develop processes to extract the ore and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from the discovery of a major deposit, we cannot provide any assurance that any such deposit will be commercially viable or that we will be able to obtain the funds required for development on a timely basis. Drilling and exploration operations may be curtailed, delayed or canceled as a result of numerous factors, many of which are beyond the Company’s control, including title problems, weather conditions, protests, compliance with governmental requirements, including permitting issues, and shortages or delays in the delivery of equipment and services. For example, following recent results of our exploration plans of our Minas Gerais Lithium Project, we expect to incur greater cost related to such exploration activities than originally budgeted for. While we believe we have sufficient resources to fund our operations for the next twelve months, an increase in our drilling campaigns to keep pace with positive findings of potential economic deposits, may require us to raise additional capital which, if not available on reasonable terms, may cause us to curtail our operations and impair our ability to become profitable.

We face risks related to mining, exploration and mine construction, if warranted, on our properties.

Our level of profitability, if any, in future years will depend to a great degree on prices of minerals set by global markets and whether our exploration-stage properties can be brought into production. We cannot provide any assurances that the current and future exploration programs and/or studies on our existing properties will establish reserves. Whether it will be economically feasible to extract a mineral depends on a number of factors, including, but not limited to: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; drilling costs; mineral prices; mining, processing and transportation costs; the willingness of lenders and investors to provide project financing; labor costs and possible labor strikes; and governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation, and reclamation and closure obligations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us receiving an inadequate return on invested capital.

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Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities.

Our long-term success, including the recoverability of the carrying values of our assets, and our ability to continue with exploration, development and commissioning and mining activities on our existing projects or to acquire additional projects, depends ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our operations by establishing ore bodies that contain commercially recoverable minerals and to develop these into profitable mining activities. We cannot assure you that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.

We depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan depends primarilyor pursue investments that we may rely on for future growth.

Until commercial production is achieved from one of our larger projects, we will continue to incur operating and investing net cash outflows associated with among other things maintaining and acquiring exploration properties, undertaking ongoing exploration activities and the development of mines. As a result, we rely on access to capital markets as a source of funding for our capital and operating requirements. We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all.

In order to finance our current operations and future capital needs, we will require additional funds through the issuance of additional equity and/or debt securities. Depending on the continuationtype and the terms of any financing we pursue, shareholders’ rights and the value of their investment in our shares could be reduced. Any additional equity financing will dilute shareholdings, and new or additional debt financing, if available, may involve restrictions on financing and operating activities. For example, on January 30, 2023, the Company 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. In addition, if we issue secured debt securities, the holders of the debt would have a favorable mining environmentclaim to our assets that would be prior to the rights of shareholders until the debt is paid. Interest on such debt securities would increase costs and negatively impact operating results.

The global decline in Brazil.

Mining operationseconomic conditions, geopolitical instability, and other macroeconomic factors, including inflation, interest rate and foreign currency rate fluctuations, and volatility in Brazil are heavily regulated. Any significant change in mining legislation or other changes in Brazil's current mining environment may slow down or altercapital markets could negatively impact our business, prospects.

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We do not have any reserves compliant with SEC Industry Guide 7.
Vaaldiam, a company which formally ownedfinancial condition, and results of operations, including our ability to raise capital. If we are unable to obtain additional financing, as needed, at competitive rates, our ability to fund our current operations and implement our business plan and strategy will be affected, and we would be required to reduce the mining concession which MDB now owns, performed geological studies in a subset of such mineral rights area leading to the publication of an NI 43-101 technical report in 2007, with an update in 2008, as required by the rules of the Canadian securities administrator. These NI 43-101 technical reports differ from the standards generally permitted in reports filed with the SEC. Therefore, investors should be aware that we have no "reserves" as strictly defined by SEC Industry Guide 7 since we have not performed any studies that follow the SEC Industry Guide 7, and that some or allscope of our mineralized material may never be confirmed or converted into SEC Industry Guide 7 compliant "reserves."

We haveoperations and scale back our exploration, development and mining programs. There is, however, no plans to perform any studies that follow the SEC Industry Guide 7 at this time. The primary reason is that we know or have a good indication as to where diamondiferous and auriferous gravel layers are located, or can readily identify new locations using relatively inexpensive drilling and research methods without the need for an expensive study. At this time, the Company is focused on growing revenues and not in growing mineral assets compliant to Industry Guide 7. In the future, if and when we achieve cash flow profitability from operations, it is possibleguarantee that we will revalue allbe able to secure any additional funding or a substantial portion ofbe able to secure funding which will provide us with sufficient funds to meet our mineral rights utilizing the SEC Industry Guide 7 or other appropriate methodology.

Weobjectives, which may be unable to find sources of funding if and when needed, resulting in the failure of our business.

We expect to generate sufficient revenues from a new mining area to enter production in 2016 that will significantly diminish or eliminate our need for funding to executeadversely affect our business plan. If there is any delay in getting this new area in operations, or if the revenues from such area are much lower than expected, we may require more funding than anticipated.
As of today, and before the start of mining in this new and promising area, we need additional equity or debt financing beyond our existing cash to operate. This additional financing may not become available and, if available, may not be available on terms that are acceptable to us. If we do obtain acceptable funding, the terms and conditions of receiving such capital would likely result in further dilution. If we are not successful in raising capital or sufficient capital, we will have to modify our business plans and substantially reduce or eliminate operations, or as an extreme measure seek reorganization. In these events, you could lose a substantial part or all of your investment.
financial position.

Our quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods.

Our quarterly and annual operating and financial results are difficult to predict and may fluctuate significantly from period to period.period.based on activities related to our exploration projects. Our revenues, net income and results of operations may fluctuate as a result of a variety of factors that are outside our control including, but not limited to, lack of sufficient working capital, equipment malfunction and breakdowns, inability to timely find spare machines or parts to fix the broken equipment, regulatory or licensing delays and severe weather phenomena.

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Our ability to manage growth will have an impact on our business, financial condition and results of operations.

Future growth may place strains on our financial, technical, operational and administrative resources and cause us to rely more on project partners and independent contractors, potentially adversely affecting our financial position and results of operations. Our ability to grow will depend on several factors, including:

●our ability to successfully complete our exploration activities and develop existing projects;
●our ability to identify new projects;
●our ability to continue to retain and attract skilled personnel;
●our ability to maintain or enter into relationships with project partners and independent contractors;
●the results of our exploration programs;
●the market prices for our minerals;
●our access to capital; and
●our ability to enter into agreements for the sale of our minerals.

We may not be successful in upgrading our technical, operational and administrative resources or increasing our internal resources sufficiently to provide certain of the services currently provided by third parties, and we may not be able to maintain or enter into new relationships with project partners and independent contractors on financially attractive terms, if at all. Our inability to achieve or manage growth may materially and adversely affect our business, results of operations and financial condition.

We depend upon Marc Fogassa, our Chief Executive Officer and Chairman.

Our existing operations and continued future development are largely dependent upon the personal efforts and continued performance of Marc Fogassa, our Chief Executive Officer and Chairman and principal stockholder. The loss of the services of Mr. Fogassa would have a material adverse effect on our business and prospects. We maintain key-man life insurance on the life of Mr. Fogassa. See “Management.” If we were to lose Mr. Fogassa, we may not be able to find appropriate replacements on a timely basis and our financial condition and results of operations could be materially adversely affected. Although Mr. Fogassa spends significant time with the Company and is highly active in our management, he does not devote his full time and attention to Atlas Lithium. Mr. Fogassa also currently serves as Chief Executive Officer and director of Apollo Resources Corporation (“Apollo Resources”) and Jupiter Gold Corporation (“Jupiter Gold”).

Our growth will require new personnel, which we will be required to recruit, hire, train and retain.

Our ability to recruit and assimilate new personnel will be critical to our performance. We compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. As we grow, we will be required to recruit additional personnel and to train, motivate and manage employees. If we are unable to successfully compete for qualified employees, our exploration and development programs may be slowed down or suspended.

Certain executive officers and directors may be in a position of conflict of interest.

Marc Fogassa, our Chief Executive and Chairman, also serves as chief executive officer and director of Apollo Resources and Jupiter Gold. Joel Monteiro, Esq., one of our officers, is a director in both Apollo Resources and Jupiter Gold. Areli Nogueira, one of our officers, is a director in Jupiter Gold. We have partial equity ownership in both Apollo Resources and Jupiter Gold. There exists the possibility that one or more of these individuals, or others, may in the future be in a position of conflict of interest. where their interests may not be aligned with the interests of our other stockholders, and he may from time to time be incentivized to take certain actions that benefit his other interests and that our other stockholders do not view as being in their interest as investors in our company.

Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations.

Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. Most recently, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. Although we assess our banking and customer relationships as we believe necessary or appropriate, our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect us, the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses, financial obligations or fulfill our other obligations, result in breaches of our contractual obligations or result in violations of federal or state wage and hour laws. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our business, financial condition or results of operations.

We may be unable to retain the third party contractors upon which we rely, including for drilling.

We have agreements with consultants to perform services for us including with respect to performing drilling services for us. Each of these contractors perform functions that require the services of persons in high demand in the industry and these persons may or may not always be available when needed based on their status as contractors or at affordable prices. The implementation of our business plan and our exploration activities may be impaired if we are not able to retain or afford our significant contractors or if they do not perform in accordance with their agreements and the failure to conduct our exploration activities could result in delays in our ability to execute on our business plan will could have an adverse effect on the value of our company and our common stock.

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Regulatory and Industry Risks

The mining industry subjects us to several risks.

In our operations, we are subject to the significant risks normally encountered in the mining industry, such as:

●the discovery of unusual or unexpected geological formations;
●accidental fires, floods, earthquakes or other natural disasters;
●unplanned power outages and water shortages;
●controlling water and other similar mining hazards;
●industrial and mining accidents;
●operating labor disruptions and labor disputes;
●the ability to obtain suitable or adequate machinery, equipment, or labor;
●our liability for pollution or other hazards; and
●other known and unknown risks involved in the conduct of exploration and operation of mines.

These hazardous activities pose significant management challenges and could result in loss of life, a mine shutdown, damage to or destruction of our properties and surrounding properties, production facilities or equipment, production delays or business interruption.

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Our mineral projects will be subject to significant governmental regulations.

Mining activities in Brazil are subject to extensive federal, state, and local laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation costs, taxes, labor standards and occupational health and safety laws and regulations, including mine safety, toxic substances and other matters. The costs associated with compliance with such laws and regulations can be substantial. In addition, changes in such laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could result in unanticipated capital expenditures, expenses, or restrictions on, or suspensions of our operations and delays in the development of our properties.

We will be required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly and time-consuming.

We are required to obtain and renew governmental permits for our exploration activities and, prior to developing or mining any mineralization that we discover, we will be required to obtain new governmental permits. Obtaining and renewing governmental permits is a complex, costly and time-consuming process. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority. We may not be able to obtain or renew permits that are necessary to our planned operations or the cost and time required to obtain or renew such permits may exceed our expectations. Any unexpected delays or costs associated with the permitting process could delay the exploration, development or operation of our properties, which in turn could materially adversely affect our future revenues and profitability. In addition, key permits and approvals may be revoked or suspended or may be changed in a manner that adversely affects our activities.

Private parties, such as environmental activists, frequently attempt to intervene in the permitting process and to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. Obtaining the necessary governmental permits involves numerous jurisdictions, public hearings and possibly costly undertakings. These third-party actions can materially increase the costs and cause delays in the permitting process and could cause us to not proceed with the development or operation of a property. In addition, our ability to successfully obtain key permits and approvals to explore for, develop, operate and expand operations will likely depend on our ability to undertake such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely affected by real or perceived detrimental events associated with our activities.

Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.

Environmental regulations mandate, among other things, the maintenance of air and water quality standards, and the rules on land development and reclamation. They also set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors and employees. In connection with our current exploration activities or with our prior mining operations, we may incur environmental costs that could have a material adverse effect on our financial condition and results of operations. Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy.

Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of prior and current operations, including operations conducted by other mining companies many years ago at sites located on properties that we currently own or formerly owned. These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions. We cannot assure you that any such law, regulation, enforcement or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows.

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Our operations face substantial regulation of health and safety.

Our operations are subject to extensive and complex laws and regulations governing worker health and safety across our operating regions and our failure to comply with applicable legal requirements can result in substantial penalties. Future changes in applicable laws, regulations, permits and approvals or changes in their enforcement or regulatory interpretation could substantially increase costs to achieve compliance, lead to the revocation of existing or future exploration or mining rights or otherwise have an adverse impact on our results of operations and financial position.

In addition to potential government restrictions and regulatory fines, penalties or sanctions, our ability to operate (including the effect of any impact on our workforce) and thus, our results of operations and our financial position (including because of potential related fines and sanctions), could be adversely affected by accidents, injuries, fatalities or events detrimental (or perceived to be detrimental) to the health and safety of our employees, the environment or the communities in which we operate.

Our operations are subject to extensive environmental laws and regulations.

Our exploration, development, mining and processing operations are subject to extensive laws and regulations governing land use and the protection of the environment, which generally apply to air and water quality, protection of endangered, protected or other specified species, hazardous waste management and reclamation. We have made, and expect to make in the future, significant expenditures to comply with such laws and regulations. Compliance with these laws and regulations imposes substantial costs and burdens, and can cause delays in obtaining, or failure to obtain, government permits and approvals which may adversely impact our closure processes and operations.

Increased global attention or regulation of consumption of water by industrial activities, as well as water quality discharge, and on restricting or prohibiting the use of cyanide and other hazardous substances in processing activities could similarly have an adverse impact on our results of operations and financial position due to increased compliance and input costs.

Mineral prices are subject to unpredictable fluctuations.

Portions of our revenues may come from the extraction and sale of minerals. The price of minerals may fluctuate widely and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end products. The effect of these factors on the price of minerals, and therefore the economic viability of any of our exploration properties, cannot accurately be predicted.

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Country and Currency Risks

Our ability to execute our business plan depends primarily on the continuation of a favorable mining environment in Brazil and our ability to freely sell our minerals.

Mining operations in Brazil are heavily regulated. Any significant change in mining legislation or other changes in Brazil’s current mining environment may slow down or alter our business prospects. Further, countries in which we may wish to sell our mined minerals may impose special taxes, tariffs, or otherwise place limits and controls on consumption of our mined minerals.

The perception of Brazil by the international community may affect us.

Brazil’s political environment and its environmental policies, in particular the preservation of the Amazon rain forest, are continuously scrutinized by the global media. If Brazil’s situation or policies are perceived as being inadequate, we may lose the interest of investor groups or potential buyers of our minerals, which will have a negative impact on us.

Exposure to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings and the value of some of our assets.

Our reporting currency is the U.S. dollar; however, we conduct our business in Brazil utilizing the Brazilian real. A large portion of our operating expenses are incurred in Brazilian real. An appreciation of the Brazilian real against the U.S. dollar would increase our costs in U.S. dollar terms. Our consolidated financials are directly impacted by movements in the Brazilian real to U.S. dollar exchange rate.

While not expected, Brazil may choose to adopt measures to restrict the entry of U.S. dollars or the repatriation of capital across borders. These measures would have a number of negative effects on us, reducing the immediately available capital that we could otherwise deploy for investment opportunities or the payment of expenses, and the ability to repatriate any profits.

Common Stock Risks

Our common stock price has been and may continue to be volatile.

The market price of our common stock has been and is likely to continue to be volatile and could fluctuate in price in response to various factors, many of which are beyond our control, including the following:

●the results from our exploration and/or, if warranted, project development efforts;
●our ability to achieve profitability;

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●our ability to raise capital when needed;
●our ability to execute our business plan;
●investor perception of our industry or our prospects;
●legislative, regulatory, and competitive developments; and
●economic and external factors.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of any company. These market fluctuations may also materially and adversely affect the market price of our common stock regardless of our actual operations and the results from those operations.

We do not intend to pay regular future dividends on our common stock and thus stockholders must look to appreciation of our common stock to realize a gain on their investments.

We have never paid a dividend and we do not have any plans to pay dividends in the foreseeable future. Our future dividend policy is within the discretion of our Board of Directors and will depend upon various factors, including future earnings, if any, our capital requirements and general financial condition, and other factors. Accordingly, stockholders must look solely to appreciation of our common stock to realize a gain on their investment. This appreciation may not occur or may occur only over a longer timeframe that is less interesting to short-term oriented investors.


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We depend upon Marc Fogassa, our Chief Executive Officer and Chairman.
Our success is largely dependent upon the personal efforts of Marc Fogassa. Currently he is our only management team member that is fluent and fully conversant in both Portuguese, the language of Brazil, and English. The loss of the services of Mr. Fogassa would have a material adverse effect on our business and prospects. We maintain key-man life insurance on the life of Mr. Fogassa.

Risks Related to Our Capital Stock
Our Series A Preferred Stock has the effect of concentrating voting control over us in Marc Fogassa, our Chairman and Chief Executive Officer.
One share of our Series A Preferred Stock is issued, outstanding and held by Marc Fogassa, our Chairman and Chief Executive Officer. The Certificate of Designations, Preferences and Rights of our Series A Convertible Preferred provides that for so long as Series A Preferred Stock is issued and outstanding, the holders of Series A Preferred Stock shall vote together as a single class with the holders of our Common Stock, with the holders of Series A Preferred Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of Common Stock and any other class or series of capital stock entitled to vote with the Common Stock being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.

Our stock price may be volatile.
The market price of our Common Stock has been and is likely to continue to be volatile and could fluctuate in price in response to various factors, many of which are beyond our control, including the following:

(1)our ability to grow and/or maintain revenue;
(2)our ability to achieve profitability;
(3)our ability to raise capital when needed;
(4)our sales of our common stock;
(5)our ability to execute our business plan;
(6)our ability to acquire additional mineral properties;
(7)legislative, regulatory, and competitive developments; and
(8)economic and other external factors.
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
Because our common stock trades on the over-the-counter (OTC) market, you may not be able to buy and sell our common stock at optimum prices and you may face liquidity issues.
The trading of our stock on the OTC imposes, among others, the following risks:

·Availability of quotes and order information
·Liquidity risks
·Dealer's spreads


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Our convertible debt securities outstanding may adversely affect the market price for our common stock.

To the extent that any remaining convertible debt securities are converted into our common stock, the existing stockholder percentage ownership will be diluted and any sales in the public market of the common stock underlying such options may adversely affect prevailing market prices for our common stock. A similar situation will occur if our outstanding options and warrants are exercised.
timeframe.

We may seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing capital stocksecurities that would dilute your ownership.

We may largely finance our operations by issuing equity securities, which wouldmay materially reduce the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences, and privileges senior to those of our existing common stock. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in any event may have a dilutive impact on ownership interest of existing common stockholders, which could cause the market price of our common stock to decline. We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities or instruments senior to our common shares.Common Stock. The holders of any debt securities or instruments that we may issue could have rights superior to the rights of our common stockholders.

Our Series A Preferred Stock has the effect of concentrating voting control over us in Marc Fogassa, our Chief Executive Officer and Chairman.

One share of our Series A Preferred Stock is issued, outstanding and held since 2012 by Marc Fogassa, our Chief Executive Officer and Chairman. The Certificate of Designations, Preferences and Rights of our Series A Convertible Preferred provides that for so long as Series A Preferred Stock is issued and outstanding, the holders of Series A Preferred Stock shall vote together as a single class with the holders of our common stock, is currently defined as "penny stock"with the holders of Series A Preferred Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of common stock and any other class or series of capital stock entitled to vote with the common stock being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. As a result, you may have limited ability to impact our operations and activities.

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Marc Fogassa, our Chief Executive Officer and member of our Board of Directors, owns greater than 50% of the Company’s voting securities, which means we are deemed a “controlled company” under the rules imposedof Nasdaq.

As a result of his ownership of all issued and outstanding shares of our Series A Preferred Stock, Mr. Fogassa, our Chief Executive Officer and Chairman, holds more than 50% of our voting securities, and as such, we are a “controlled company” under the rules of Nasdaq.

As a “controlled company,” we may elect to rely on some or all of these exemptions, even though currently we do not take advantage of any of these exemptions, but may do so in the future. Accordingly, should the interests of Mr. Fogassa differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance standards. Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.

Our stock price may be volatile, and you could lose all or part of your investment.

The trading price of our common stock may fluctuate substantially and will depend on several factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our securities. Factors that could cause fluctuations in the trading price of our common stock include:

●results from our exploration and/or, if warranted, project development efforts;
●changes to our industry, including demand and regulations;
●failure to achieve commercial extraction of mineral deposits from any of our properties;
●absence of any reserves contained within our properties, and loss of any funds spent on exploration and evaluation;
●we may not be able to compete successfully against current and future competitors;
●competitive pricing pressures;
●our ability to obtain working capital financing as required;
●additions or departures of key personnel;
●sales of our common stock;
●our ability to execute our business plan;
●operating results that fall below expectations;
●any major change in our management;
●changes in accounting standards, procedures, guidelines, interpretations or principals; and
●economic, geo-political and other external factors, particularly within the country of Brazil.

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of our common stock, regardless of our actual operating performance.

Further, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

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You will experience dilution as a result of future equity offerings.

We may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock. Although no assurances can be given that we will consummate a future financing, in the event we do, or in the event we sell shares of common stock or other securities convertible into shares of our common stock in the future, additional and potentially substantial dilution will occur.

Our existing stockholders have substantial influence over our company and their interests may not be aligned with the interests of our other stockholders, which may discourage, delay or prevent a change in control of our company, which could deprive our stockholders of an opportunity to receive a premium for their securities.

As of the date of this Annual Report, certain stockholders control the voting power in us, including management. As a result, these stockholders have substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may discourage, delay or prevent a change in our control, which could deprive our stockholders of an opportunity to receive a premium for their shares as part of any contemplated sale of our Company and may reduce the price of our common stock.

Sales of a substantial number of shares may affect your ability to resell any shares you may purchase, if at all.

Ourof our common stock is defined asby our stockholders in the public market could cause our stock price to fall.

Sales of a "penny stock" undersubstantial number of shares of our common stock in the Securities Exchange Actpublic market or the perception that these sales might occur could significantly reduce the market price of 1934, as amended (the "Exchange Act") and rules of the SEC.  The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer.  For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale.  In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the SEC.  Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect a stockholder'simpair our ability to resell anyraise adequate capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our sharescommon stock.

Costs as a result of operating as a public company are significant, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

As a public company, we incur significant legal, accounting and other expenses that private companies do not incur. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the Nasdaq Capital Market, and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

Our internal control over financial reporting may not meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, could have a material adverse effect on our business and share price.

Our management is required to report on the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation.

We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting once that firm begins our Section 404 reviews, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

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Item 1B. Unresolved Staff Comments.


None.



Item 2. Properties.

Lithium Projects

Our lithium projects are listed in the following table with respective maps below.

MineralNameLocation in BrazilAggregate Mineral Rights Area
LithiumMinas Gerais Lithium ProjectState of Minas Gerais23,785 hectares
(58,774 acres)
LithiumNortheastern Brazil Lithium ProjectStates of Paraíba and Rio Grande do Norte

6,583 hectares

(16,266 acres)

With respect to the Minas Gerais Lithium Project, our exploration plan as of the date of this Annual Report is:

a) to continue both our exploratory and our resource-delineating drilling campaigns to assess identified targets and to continue to estimate the size of our lithium-bearing mineral deposits;

b) to present a maiden resource report in accordance with the standards set forth in Regulation S-K 1300, and to plan on continually updating such report as more drilling and data become available;

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Our main assets are:


(1)            100%

c) to continue exploratory drilling on many new and existing target areas with pegmatites which our field geologists have identified;

d) to continue careful geological map on foot of the vast mineral rights landbank that we have for presence of additional pegmatites; and

e) to present the metallurgical report expected from SGS Lakefield and to continue mineralogical analysis of our deposits with the intent of developing a processing route for lithium concentrate, our designated commercial product for sale.

With respect to the Northeastern Brazil Lithium Project, our exploration plan as of the date of this Annual Report is to initially open five to ten trenches and drill three to five exploratory holes in a few specific areas.

On January 19, 2023, through our 99.99% owned subsidiary BMIX Participações Ltda. ("BMIXP"). BMIXP owns the mineral right for, we consummated a large area (24,708 acres) locatedtransaction in the state of Amazonas, in the Amazon region of Brazil, with known presence of gold.


(2)            100% of Mineração Duas Barras Ltda. ("MDB"). MDB holds title to twowhich we acquired five lithium mineral rights including atotaling 1,090.88 hectares (~ 2,696 acres) owned by an unrelated Brazilian mining concession for diamonds, gold and sand. It also owns and operates the largest alluvial processing plant for diamonds and gold in Latin America and has a Brazilian permit to export its diamond production.


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(3)50% of RST Recursos Minerais Ltda. ("RST"). RST holds title to storied mineral rights for diamonds and gold along a premier are in the Jequitinhonha River valley, a well-known area for diamonds and gold for over two centuries. Many of the RST areas are located near MDB's plant.

(4)100% of Hercules Brasil Ltda. ("HBR"). HBR owns an operating mortar manufacturing plant and markets a line of three mortar products for sale to the local construction market under the brand name "Hercules".

Within our subsidiaries, we own title to 30 mineral rights as detailed in the table below. These include: 10 mining concessions, the highest level of mineral right in Brazil ("Concessão de Lavra"), 8 mineral rights in the phase just below mining concession ("Requerimento de Lavra"), 8 mineral rights in the research permit phase ("Autorização de Resquisa"), and 4 mineral rights in the phase of application for research permit ("Requerimento de Pesquisa").

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DNPM Mineral Right NumberMineral Right StatusLocationSubsidiaryArea of Mineral Right (in acres)Minerals Currently Requested in Mineral Right Document
806.569/1977Mining Concession ("MC")Jequitinhonha River valley, State of Minas Gerais, Brazil ("JRV")MDB422diamond, gold, sand
830.797/1982MCJRVRST102diamond, gold
830.062/1980MCJRVRST1,177diamond, gold
817.734/1968MCJRVRST5,202diamond, gold
807.497/1968MCJRVRST1,178diamond, gold
003.048/1956MCJRVRST905diamond, gold
003.047/1956MCJRVRST1,343diamond, gold
003.046/1956MCJRVRST1,039diamond, gold
003.045/1956MCJRVRST1,295diamond, gold
003.044/1956MCJRVRST678diamond, gold
830.749/1981Application for Mining Concession ("AMC")JRVRST591diamond, gold
830.746/1981AMCJRVRST55diamond, gold
830.921/1980AMCJRVRST276diamond, gold
830.919/1980AMCJRVRST318diamond
804.492/1977AMCJRVRST986diamond, gold
802.267/1977AMCJRVRST1,310diamond, gold
831.742/1987AMCJRVRST294diamond
830.998/1984AMCJRVRST730diamond
880.239/2009Research Permit ("RP")Apui region, State of Amazonas, BrazilBMIXP24,708gold
831.380/2014RPJRVBMIXP1,375diamond, gold, gravel, sand
831.398/2014RPJRVBMIXP994diamond, gold, gravel, sand
832.052/2006RPJRVMDB982diamond, gold
830.899/2013RPJRVRST1,443diamond, gold
830.898/2013RPJRVRST671diamond, gold
833.685/2006RPJRVRST130diamond, gold
832.108/2005RPJRVRST657diamond, gold
832.059/2014Application for Research Permit ("ARP")JRVBMIXP1,152diamond, gold, gravel, sand
832.060/2014ARPJRVBMIXP1,052diamond, gold, gravel, sand
832.043/2007ARPJRVBMIXP19diamond
833.938/2006ARPJRVBMIXP1,236diamond, gold


Other material assets of each of our subsidiaries and further details are described immediately below.



1)BMIX Participações Ltda. ("BMIXP")






BMIXP holds titleenterprise pursuant to a mineral rights claim for gold covering an area of 9,999.11 hectares, or approximately 24,708 acres, in region of Apui, State of Amazonas in Brazil. This area has had its final report submittedMineral Rights Purchase Agreement (the “Acquisition Agreement”) filed as Exhibit 10.10 to us in November 2015 to the local mining department. Recently, we were notified that our report was approved, and that of amount of mineralized material that the local mining department believes to exist in our area is 4 million ounces of gold (however, this is not an SEC Industry Guide 7-compliant number and therefore we make no representations as to having actual reserves).




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We are in the process of evaluating potential partnerships for exploring this large gold area. The Apui region of the Brazilian Amazon is considered by expert geologists to be a richly mineralized area for gold, and to contain other minerals such as copper. Any online search of Apui elicits multiple examples of areas in which prospectors were able to extract gold with facility, being that many veins are fairly superficial.
2)  Mineração Duas Barras Ltda. ("MDB")


MDB owns a large alluvial diamond and gold processing and recovery plant, capable of processing upwards of 45 tons of gravel per hour of operation. It is our best information that this plant was built by South African mining engineers hired for the task and cost $2.5 million to construct. It is regarded as the largest such plant in Latin America.

MDB has title to two mineral rights. One is a mining concession for diamond, gold, and sand (discussed below). The other, physically separated, is an area for which we have submitted the application to mine.  Both of the MDBAnnual Report. These mineral rights are located onin the left marginmunicipalities of the Jequitinhonha RiverAraçuaí and Itinga, in a region known as “Lithium Valley” in the State of Minas Gerais in Brazil. The Jequitinhonha River valley is a well-known area for diamond and gold production; it has hosted alluvial production since the 18th century.
MDB's plant, mining concession, and mineral right are all approximately one and half hour drive from Montes Claros, Brazil, a city of approximately 500,000 people. The first hourpurchase of the drive is on asphalt roads followed byproperties under this agreement remains subject to our continuing performance under the purchase agreement, including with respect to timely payments. Please refer to Exhibit 10.10 of this Annual Report for a half-hour on dirt roads. Montes Claros hasfull description of the infrastructure needed by MDBterms of the Acquisition Agreement.

Other Critical Minerals

Our other critical minerals properties are listed in the following table with respective maps below.

Mineral(s)NameLocation in Brazil (states)Aggregate Mineral Rights Area
NickelNickel PropertiesGoiás and Piauí22,238 hectares
(54,950 acres)
Rare EarthsRare Earths I PropertiesBahia, Goiás, and Tocantins12,162 hectares
(30,054 acres)
TitaniumTitanium PropertiesMinas Gerais

8,923 hectares

(22,050 acres)

GraphiteGraphite PropertiesMinas Gerais

5,571 hectares

(13,766 acres)

With respect to the properties listed above (nickel, rare earths, titanium, and also benefits from having an airport with regular carrier servicegraphite), we do not have detailed exploration plans or budgets, as we have focused our attention and limited resources to large Brazilian cities, including São Paulo and Belo Horizonte.

MDB's Mining Concession

MDB's mining concession ("Concessão de Lavra") covers an area of 422 acres. It allows for the exploration and commercialization of diamonds,date primarily toward our Lithium Projects.

Initial Properties

Our alluvial gold and sand. "Concessão de Lavra" is the highest level of mineral right in Brazil. It permits the owner to mine in perpetuity provided that environmental licenses are kept current and that mining guidelines are followed.


There are no liens or other encumbrances on MDB's mining concession, and there are no fees to be paid to maintain such claim. Therefore, we have no outright payments to maintain MDB's mining concession.

Brazilian law guarantees the owner of the land from which the subsoil is mined a royalty of at least 0.1% of gross revenues. However, most Brazilian mining companies negotiate with the landowner and pay a higher royalty rate as an incentive for greater cooperation. MDB has a contract that pays the surface landowner a 6% royalty rate on any gross revenues from material mined in MDB's titled mining concession. Additionally, MDB pays "CEFEM" royalties to Brazil's tax authority if and when it sells diamonds, and gold. These royalty ratesindustrial sand properties are fixed by federal decree and currently are 0.1% on diamond sales and 1% on gold sales.

MDB's Other Mineral Right ("MDB-2")

MDB's other mineral right covers an area of 982 acres. In February 2016, we filed with the mining department a detailed application with technical study for commercial mining of this area. We also filed the appropriate permit with the environmental department. We are monitoring both applications.

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MDB-2 has not been mined commercially before, but prior to our ownership it has had prospector activity, something viewed by experts as a positive sign. In the plot within MDB-2 for which initial commercial exploration is targeted, our technical team identified both "grupiária" and alluvial gravel available for processing for diamonds and gold. "Grupiária" is a thicker rock mixture known locally for having a lower density diamond concentration, but larger diamonds where they do occur. Anecdotally, diamonds that are 5 to 10-carats in weight are reported from such material, although we have not had independent confirmation. Commercial exploration, when permitted, will be via open-sky, surface mining, with a small, moveable pre-processing structure, which will filter and concentrate material for transport to our large diamond and gold processing plant. We cannot estimate as to when MDB-2 will be operating on a commercial basis, although we have reason to believe it could be sometime in late 2016.

We intend to perform all of the necessary studies to move MDB-2 to the mining concession status as soon as possiblelisted in the future. There is no current recurring cost to the mining department to upkeep this area.
Mineralization
The previous owner of MDB's mineral right performed detailed geological studies in part of MDB's mining concession leading to the publication of an NI 43-101 technical report in 2007, with an update in 2008, as required by the rules of the Canadian securities administrator. The NI 43-101 report from 2008 describes the existence of mineralized materials amounting to 1,639,200 cubic meters with the following concentrations for diamonds and gold: 0.16 carats of diamonds per cubic meter and 182 milligrams of gold per cubic meter. The previous owner also submitted its "Plano de Aproveitamento Econômico", a bankable feasibility study, to the mining department in accordance with the mining regulations of Brazil. We do not claim that MDB's NI 43-101 technical reports and its bankable feasibility study are compliant with the SEC-sanctioned Industry Guide 7. Under the SEC's Industry Guide 7, no assertion can be made about reserves; moreover, Industry Guide 7 does not recognize the term "resources." 
Source of Water and Power
The water used in MDB's processing and recovery plant for diamonds and gold, and other installations, comes from lagoons that receive water from the Jequitinhonha River. There is no shortage of water and water is essentially free to MDB. The power used in MDB's processing and recovery plant and other installations, is provided by diesel generators. Normally, MDB purchases diesel periodically from local distributors. There has been no shortage of fuel available for purchase. The price of diesel in Brazil is set by the federal government.
Other Equipment
Besides its large processing and recovery plant for alluvial diamonds and gold (described above), MDB owns an excavator, a bulldozer, three trucks, and several portable industrial-strength generator and pumps.


table .

3)Mineral(s)RST Recursos Minerais Ltda. ("RST")NameLocation in Brazil (state)Aggregate Mineral Rights Area
Alluvial Gold and DiamondsAlluvial Gold and Diamonds MineMinas Gerais9,343 hectares
(23,088 acres)
Industrial SandIndustrial Sand Mine I & Mine IIMinas Gerais456 hectares
(1,128 acres)

We acquired from two Brazilian individuals, unrelated to us, 50% of RST for approximately $254,000. Previously in 2008, RST had been transacted for $10.5 million; the buyer paid $2 million and subsequently was unable to pay the remainder because of the global financial crisis. The RST mineral rights remained largely untouched until our acquisition.

RST has a storied history as holder of highly attractive areas for diamonds and gold. Most of its current mining concessions and mineral rights have never had land-based exploration performed properly. Many of the RST areas were owned before by Mineração Tejucana S.A., a famous Brazilian mining company that lasted for decades and mined inside the Jequitinhonha River by dredge boat.

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Currently RST has title to 9 mining concessions and several other mineral rights, as seen in table attached above. All of RST areas are for diamonds and some for gold as well. All of them are located in the Jequitinhonha River valley in the northern part of the state of Minas Gerais, Brazil. Some of the RST areas, including one that is potentially very rich in diamonds and gold, is located next to MDB's plant and mining concession.

The quality of the RST areas is evidenced in an NI 43-101 technical report published in 2008.  We do not claim that RST's NI 43-101 technical report is compliant with the SEC-sanctioned Industry Guide 7. Under the SEC's Industry Guide 7, no assertion can be made about reserves; moreover, Industry Guide 7 does not recognize the term "resources." 

RST has no recovery plant for diamonds and gold at this time. We plan on initially utilizing MDB's plant for such recovery.

4)Hercules Brasil Ltda. ("HBR")
Initially, Hercules is focused on the production and sale of mortar. A medium size plant that can produce mortar, grout and other industrialized sand products has been fully built and is operating. The plant is located next to a busy asphalt highway to facilitate transportation and is 18 miles away from our MDB sand mine. It operates on electric power which lowers costs and utilizes a staff of three. At full capacity, with a staff of five, the plant has the capacity to produce up to 25,000 bags of mortar per month.

Offices

Brazil Minerals has an office in Pasadena, California. The Company's Brazilian office is in the city of Olhos D'Agua, state of Minas Gerais, in Brazil. The Company has additional office spaces at the MDB mine and at the HBR mortar factory.


Item 3. Legal Proceedings.


None material.


We are not a party to any material legal proceedings.

Item 4. Mine Safety Disclosures.


Not applicable.

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PART II


Item 5. Market for Registrant'sRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.


Market Information and Current Stockholders

Our

Since January 10, 2023, our common stock is tradedhas been trading on the Nasdaq Capital Market LLC (“Nasdaq”) under the symbol "BMIX". “ATLX.” Quotations for our common stock are available on nasdaq.com. Prior to January 10, 2023, our common was quoted on the OTCQB Marketplace (“OTCQB”) operated by the OTC Markets Group, Inc. under the symbol “ATLXD.” The following table sets forth, for each of the quarterly periods indicated, the range of high and low sales prices, in U.S. dollars, for our common stock for each quarter in 20142021 and 2015.

 Year Ended 
QuartersDecember 31, 2014 
 High Low 
2014
First (1/1 – 3/31)
 $0.1500  $0.0550 
Second (4/1 – 6/30) $0.1150  $0.0600 
Third (7/1 – 9/30) $0.0860  $0.0412 
Fourth (10/1 – 12/31) $0.0559  $0.0043 
 Year Ended 
QuartersDecember 31, 2015 
 High Low 
 2015  
First (1/1-3/31) $0.0100  $0.0010 
Second (4/1-6/30) $0.0045  $0.0001 
Third (7/1-9/30) $0.0010  $0.0001 
Fourth (10/1-12/31) $0.0002  $0.0001 

2022.

  Year Ended 
Quarters December 31, 2021 
  High  Low 
2021      
First (01/01-03/31) $42.75  $1.43 
Second (04/01-06/30) $15.83  $8.40 
Third (07/01-09/30) $10.05  $6.98 
Fourth (10/01-12/31) $10.88  $5.44 

  Year Ended 
Quarters December 31, 2022 
  High  Low 
2022      
First (01/01-03/31) $7.05  $4.43 
Second (04/01-06/30) $9.38  $3.83 
Third (07/01-09/30) $15.98  $6.75 
Fourth (10/01-12/31) $20.78  $6.90 

As of March 25, 2016 we had 16127, 2023, there were 239 holders of record of ourthe Company’s common stock.

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Dividends

We have not paid any cash dividends since our inception and do not expect to declare any cash dividends in the foreseeable future.

Equity Compensation Plan
On February 19, 2013, our Board of Directors approved our 2013 Stock Incentive Plan under which we can offer eligible employees, consultants, and non-employee directors cash and stock-based compensation and/or incentives to compensate, attract, retain, or reward such individuals. We have no other equity compensation plan. The table below sets forth certain information as of December 31, 2015 with respect to our equity compensation plans.


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Plan Category 
Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights
(a)
  
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
  
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column "(a)")
(c)
 
       
Equity compensation plans approved by security holders  0   0   0 
             
Equity compensation plans not approved by security holders (2013 Stock Incentive Plan)  1,200,000  $0.33   11,417,148 
             
Total  1,200,000  $0.33   11,417,148 

Recent Sales of Unregistered Securities


During the 4th quarter of 2015, we received from Benjamin Khowong $60,000

Except as previously disclosed in exchange for sharesItem 15 of our Series B Convertible Preferred Stock ("Series B Stock"), and $80,000 in exchange for sharesRegistration Statement on Form S-1 declared effective by the SEC on January 9, 2023, there have been no other sales of our Series C Convertible Preferred Stock ("Series C Stock"). The shares of Series B Stock and Series C Stock were issued in accordance with an exemption fromunregistered securities during the registration requirements of the Securities Act of 1933, as amended (the "Securities Act') under Section 4(a)(2) of the Securities Actperiod covered by virtue of being offered without employing any means of general solicitation and issued to only one accredited investor which represented to us that he had such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment and was acquiring the shares for investment and could bear the economic risk of the investment.


During the 4th quarter of 2015, we received $27,000 from the Kincaid group (Candice Kincaid, Craig Kincaid, Farris Kincaid, and Kenneth Kincaid) in exchange for restricted shares of our common stock. The shares were issued in accordance with an exemption from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act by virtue of being offered without employing any means of general solicitation and issued to investors who represented to us that they had such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment and were acquiring the shares for investment and could bear the economic risk of the investment.

this Annual Report.

Item 6. Selected Financial Data.


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

[Reserved]

Not applicable.

Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operation.


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.



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This Annual Report containsdiscussion and analysis below includes forward-looking statements. Forward-looking statements for Brazil Minerals, Inc. reflect current expectations, as ofthat are subject to risks, uncertainties and other factors described in the date of this Annual Report, and involve certain risks and uncertainties. Actual“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. FactorsAdditionally, our historical results are not necessarily indicative of the results that could cause future results to materially differ from the recent results or those projected in forward-looking statements include, among others: 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 interferencemay be expected for any period in the maintenancefuture. . We caution you to read the “Forward Looking Statements” section of our Annual Report.

Overview

Atlas Lithium Corporation (“Atlas Lithium,” “Brazil Minerals,” the “Company,” “we,” “us,” or provision of infrastructure as well as general economic conditions.

Overview

“our”) is a mineral exploration and mining company with lithium projects and properties in other critical and battery minerals 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 Minerals, Inc. ("Brazil Minerals", the "Company", "we", "us", or "our"), together with its subsidiaries,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 engagedessential for batteries in electric vehicles and demand is expected to outstrip supply.

We are in the businessinitial stages of acquiring controlling positionsplanning to develop and own 100% of a lithium concentration 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, significant positionsif developed, that we will reach the production capacity necessary to commercialize our products and with oversight roles in companiesthe quality needed to meet market demand.

All of our mineral projects and properties are located in Brazil and our mineral rights portfolio for critical and battery minerals includes approximately 75,040 acres (304 km2) for lithium in the minerals area or64 mineral rights, 54,950 acres for nickel (222 km2) in industries related to minerals. We consolidate the results of our controlled subsidiaries15 mineral rights, 30,054 acres (122 km2) for rare earths in this Annual Report.


Our progress has been steady,seven mineral rights, 22,050 acres (89 km2) for titanium in seven mineral rights, and can be measured13,766 acres (56 km2) for graphite in at least two quantifiable ways. First, in terms of mineral assets, in early 2013, our initial year of operations under the current business model and management team, we had 3three mineral rights. NowWe believe that we have 30hold the largest portfolio of lithium mineral rights. These include: 10 mining concessions, the highest level of mineral rightexploration properties in Brazil, ("Concessão de Lavra"), 8 in the phase just below mining concession ("Requerimento de Lavra"), 8 in the research permit phase ("Autorização de Resquisa"),a premier and 4 in the applicationwell-established jurisdiction for research permit ("Requerimento de Pesquisa"). Please refer to the table below.
hard-rock lithium.





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DNPM Mineral Right Number44
Mineral Right StatusLocationSubsidiaryAreaTable of Mineral Right (in acres)Minerals Currently Requested in Mineral Right Document
806.569/1977Mining Concession ("MC")Jequitinhonha River valley, State of Minas Gerais, Brazil ("JRV")MDB422diamond, gold, sand
830.797/1982MCJRVRST102diamond, gold
830.062/1980MCJRVRST1,177diamond, gold
817.734/1968MCJRVRST5,202diamond, gold
807.497/1968MCJRVRST1,178diamond, gold
003.048/1956MCJRVRST905diamond, gold
003.047/1956MCJRVRST1,343diamond, gold
003.046/1956MCJRVRST1,039diamond, gold
003.045/1956MCJRVRST1,295diamond, gold
003.044/1956MCJRVRST678diamond, gold
830.749/1981Application for Mining Concession ("AMC")JRVRST591diamond, gold
830.746/1981AMCJRVRST55diamond, gold
830.921/1980AMCJRVRST276diamond, gold
830.919/1980AMCJRVRST318diamond
804.492/1977AMCJRVRST986diamond, gold
802.267/1977AMCJRVRST1,310diamond, gold
831.742/1987AMCJRVRST294diamond
830.998/1984AMCJRVRST730diamond
880.239/2009Research Permit ("RP")Apui region, State of Amazonas, BrazilBMIXP24,708gold
831.380/2014RPJRVBMIXP1,375diamond, gold, gravel, sand
831.398/2014RPJRVBMIXP994diamond, gold, gravel, sand
832.052/2006RPJRVMDB982diamond, gold
830.899/2013RPJRVRST1,443diamond, gold
830.898/2013RPJRVRST671diamond, gold
833.685/2006RPJRVRST130diamond, gold
832.108/2005RPJRVRST657diamond, gold
832.059/2014Application for Research Permit ("ARP")JRVBMIXP1,152diamond, gold, gravel, sand
832.060/2014ARPJRVBMIXP1,052diamond, gold, gravel, sand
832.043/2007ARPJRVBMIXP19diamond
833.938/2006ARPJRVBMIXP1,236diamond, goldContents

The second manner in which we expanded as a Company from 2013 to now is in the product mix output from

We are primarily focused on advancing and developing our Brazilian subsidiaries. In 2013 we produced and sold rough diamonds and gold. In 2014, we added polished diamonds. In 2015, we added sand and mortar, a product made from our sand.


From 2013 to today, we have been taking shape as a holding company owner of different subsidiaries. We now own the following stakes:

(1)100% of BMIX Participações Ltda. ("BMIXP"). BMIXP owns the mineral right for a large area (24,708 acres)hard-rock lithium project located in the state of Amazonas, inMinas 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: SGML). Our Minas Gerais Lithium Project is our largest project and consists of 52 mineral rights spread over 56,078 acres (227 km2) and predominantly located within the Amazon region of Brazil, withBrazilian Eastern Pegmatitic Province which has been surveyed by the Brazilian Geological Survey and is known for the presence of gold.


(2)            100%hard rock formations known as pegmatites which contain lithium-bearing minerals such as spodumene and petalite. Generally, lithium derived from pegmatites is less costly to purify for uses in high technology applications than lithium obtained from brine. Such applications include the battery supply chain for EVs, an area of Mineração Duas Barras Ltda. ("MDB"). MDB holds title to two mineral rights, including a mining concessionexpected high growth for diamonds, gold and sand. It also owns and operates the largest alluvial processing plant for diamonds and gold in Latin America and has a Brazilian permit to export its diamond production.

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(3)50% of RST Recursos Minerais Ltda. ("RST"). RST holds title to storied mineral rights for diamonds and gold along a premier are in the Jequitinhonha River valley, a well-known area for diamonds and gold for over two centuries. Many of the RST areas are located near MDB's plant.

(4)100% of Hercules Brasil Ltda. ("HBR"). HBR owns an operating mortar manufacturing plant and markets a line of three mortar products for sale to the local construction market under the brand name "Hercules".

In 2015, we finalized the acquisition of our stake in RST, which has a large number of mineral rights that could be mined by us in the next several decades. In particular, we chose to focus on the study through focused drilling in one are located approximately 2 miles from the MDB plant. A photo of our Banka 4-inch drill is attached.


Multiple drilling performed by us in this RST area indicates that it contain a potentially large amount of "white gravel," a photo of which is below.


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Our technical team performed calculations as to what can be expected from this new mining area with "white gravel". This area contains "white gravel", well formed, and known from our research drilling to contain diamonds and gold. Lacking for now a precise measure of density of recoverable diamonds and gold per unit of weight of such gravel, our team used the "best" and "worst" known densities from "white gravel" obtained at other areas which we mined within the same geological environment. These density measurements had been obtained from running large volumes of such gravel through our diamond and gold recovery plant. Historically, the "best" densities were 0.960 carats of diamonds and 0.766 grams of gold, both per cubic meter. The "worst" densities were 0.120 carats of diamonds and 0.439 grams of gold, also per cubic meter.

Our recovery plant can process 45 cubic meters of gravel per hour, and therefore over a shift of eight hours in one working day it is capable of washing and filtering 360 cubic meters of gravel. Using only the "worst" densities, and assuming rough diamonds being sold at US$130/carat and gold being sold at $34.25 per gram (note: we sell 96% purity bars), the expected revenues from diamonds and gold per each day of plant operating with one shift would be approximately US$11,000. If the plant worked 20 days per month, the monthly revenues could be US$220,000. Of note, this new mining area is part of a large mineral right, which experts say could last 10 to 15 years to be properly mined.

While these forward-looking estimates are attractive, we are unable to make any definite predictions as to what the actual densities of diamond and gold in the gravel in this new area will turn out to be.

We believe that process testing of the gravel in the plant will allow us much better estimates. We depend on approval from the mining department before we can begin mining inmaterially increase our value by the acceleration of our exploratory work and quantification of our lithium mineralization. Our initial commercial scale. We have finished an initial round of analysis, and believe that approvalgoal is near.


In 2016, we expect to be able to increaseenter production of lithium-bearing concentrate, a product which is highly sought after in the battery supply chain for EVs.

We 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 will 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. Historically, we have had revenues from mining and selling gold, diamonds, and industrial sand. Such endeavors have given us the critical management experience needed to take early-stage projects in Brazil from the exploration phase through successful licensing from regulators and to revenues. As our mortar sales ascorporate focus became our brand becomes better knownlithium properties and asthose of other critical minerals, we acquire new sales outlets. The biggest difficulty withstopped alluvial gold and diamond exploration efforts in 2018 and the uptakesale of our mortar has been related to the general economic malaiseindustrial sand in 2022.

The company owns 45.11% of the Brazilian internal market. The year 2014 was marked byshares of common stock of Apollo Resources Corporation (“Apollo Resources”), a GDP contraction of 0.5%, followed by a large decline of 4% in 2015. Experts predict that the economy will contract an additional 4 to 5% in 2016. This is the deepest recession in Brazil in many decades. With this backdrop, the civil construction industry had its worst year in 2015 for the last 12 years. We anticipate that we will manage to grow our mortar business and its margins in 2016, and aim to be able to provide enough free cash flows from the mortar operations to pay any fixed costsprivate company currently primarily focused on the mining side


In 2016, we expect the clearancedevelopment of allits initial iron mine.

The company also owns approximately 28.72% of our variable-rate convertible debt outstanding through stock conversions or debt repurchases. This should greatly diminish continuous selling pressureJupiter Gold Corporation (“Jupiter Gold”), a company focused on the development of gold projects and of a quartzite mine, and whose common stock are quoted on the OTCQB under the symbol “JUPGF.” The quartzite mine is fully permitted and is expected to start operations mid 2023.

Apollo 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 stock as most convertible debt holders appear to promptly sellfinancial statements under accounting principles generally accepted in the shares issued to such lenders upon conversion of the debt.United States (“U.S. GAAP”).

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Results of Operations


Fiscal Year Ended December 31, 20152022 Compared to Fiscal Year Ended December 31, 2014

In 2015, we had revenues of $63,610 as2021

Revenue for the year ended December 31, 2022, totaled $6,765, compared to revenuesrevenue of $492,129 in 2014,$10,232 during the year ended December 31, 2021, representing a declinedecrease of 87.1%33.9%. In 2015, most of our revenues came from sales of our sand and the initiationSuch revenue was comprised solely of sales of our industrialized mortar.  In 2015, the effort of our diamond and gold units were on the selection among dozens of our mineral rights of a dry, high quality location for mining. This effort entailed extensive field research and consultation with geologists, mining engineers, and environmental experts. Extensive drilling was then carried out, and the results obtained enabled us to chooseindustrial sand that we mine in one of our mineral rights, starting approximately 6 km fromrights. Industrial sand is a residual business line as we are primarily focused on our large recovery plantslithium exploration program. In December 2022, the company closed its sand business.

Cost of goods sold for diamonds and gold. We applied for, and successfully received initial permitting from the environmental authority on July 10, 2015. Our extensive protocol report and affiliated schedules constituting our request for permitting from the mining department was submittedyear ended December 31, 2022, totaled $63,548, as compared to that regulatory body on September 2, 2015. On November 5, 2015, a massive accident involving another company which has no connection to us, and causing the rupture of a dam in the city of Mariana and the largest environmental disaster in Brazil, lead the state offices of the mining department to be overwhelmed with activity surrounding this unforeseen situation. In fact, protocols for all companies, including our application for permitting, were delayed in analysis. Following submission of our application, our diamond and gold units focused in expanding and substantially improving a dirt road that connects this new area to our plant. The road has been ready for use since early 2016, and we have been awaiting the permit approval. We understand that our application for permitting has now been analyzed, and we believe that we will successfully receive approval during the second quarter of 2016. If that is the case, we anticipate starting operations in this dry, potentially very rewarding new diamond and gold area still during the second quarter of 2016. If our projections are correct, and assuming we do not experience equipment failure or maintenance issues, our revenues in 2016 should be materially higher than our revenues in 2015.

Our consolidated cost of goods sold in 2015 was $163,149, consisting almost entirely of production expenses, and$245,810 during the year ended December 31, 2021, representing approximately 256.4%a decrease of the Company's total revenues. Our consolidated cost74.15%. Cost of goods sold in 2014 was $446,606, also consisting almost entirelyis primarily comprised of labor, fuel, repairs and maintenance on our mining equipment. As mentioned above, this costs refer to Industrial sand production expenses, and representing 56.4% of the Company's total revenues. This resultwhich is mostly explained by costs occurred in equipment maintenancea residual business line as we are primarily focused on our lithium exploration program.

Gross loss for the diamond and gold operations, research drillingyear ended December 31, 2022, totaled $56,783, compared to gross loss of $235,578 during the year ended December 31, 2021 representing decrease of 75.9%.

Operating expenses for new diamond and gold areas, and startupthe year ended December 31, 2022, totaled $4,608,887, compared to operating expenses of our industrialized mortar business.


Our gross loss in 2015 was $99,539, or 156.5%$3,280,514 during the year ended December 31, 2021 representing an increase of total revenues in that year. By comparison, our gross profit in 2014 was $45,523, or approximately 9.3% of total revenues in that year.
We had an aggregate of $1,183,257 in operating expense in 2015, as compared to an aggregate of $1,901,561 in operating expenses in 2014, a decline of $718,304 or 37.8%40.49%. This decreaseThe increase was mostly due to lower professional and consulting fees, general and administrative expenses related to cost of listing our common stock on Nasdaq and increased financing efforts, and non-cash stock-based compensation allfrom issuances of which declined much more thanstock options to officers and directors. Increase noted on “other operating expenses” refers to the increase seen in compensation and related costs.

In 2015, we had totalexpenses of the lithium project drilling campaign.

Other expenses for the year ended December 31, 2022 totaled $155,812, compared to other expenses of $595,473, as compared$509,374 during the year ended December 31, 2021 representing a decrease of 69,4%. The decrease is mainly due to $1,544,888 in total other expenses in 2014, a decline of 61.5%. This decrease was primarily related to a $1,286,573 gain on derivative liability in 2015 as compared to a 120,258 loss on derivative liability in 2014 and of no derivativeinterest expense in 2015 compared to a $499,126 derivative expense in 2014 which more than offset higher interest on promissory notes due to amortization of debt discount,discounts and loss on the extinguishment of debt related to common stock purchase warrants issued in 2015 as compared to 2014.

In 2015,a settlement with a noteholder during the year ended December 31, 2021.

As a result, we experiencedincurred a net loss attributable to Brazil Minerals, Inc.our stockholders of $1,939,290, as$3,790,423, or $0.82 per share, for the year ended December 31, 2022, compared to a net loss attributable to our stockholders of $3,436,643 in 2014, a decline of $1,497,353$2,772,358, or 43.6%.  On a$0.75 per share, basis (both basicduring the year ended December 31, 2021.

We anticipate that our largest expense item for the next twelve months will be drilling expense as we explore lithium targets and diluted),delineate our lithium resources. Such expenses can vary depending on the 2015 net loss attributablenumber of drills employed and the number of hours per week that each drilling team works. Our current plan is to Brazil Minerals, Inc. was ($0.00) versus ($0.04) in 2014.

continue to have a robust drilling campaign throughout 2023. However, we are dependent on a number of factors which may alter such plans, including, among others, financial resources, availability of qualified drills and personnel to operate them, and permitting.

Liquidity and Capital Resources

As of December 31, 2022, we had cash and cash equivalents of $280,525 and a working capital deficit of $2,452,553, compared to cash and cash equivalents $22,776 and a working capital deficit of $940,475 as of December 31, 2021.

Net cash used in operating activities was $2,508,652 in 2015, astotaled $1,480,530 for the year ended December 31, 2022, compared to $246,489net cash used of $1,101,680 during the year ended December 31, 2021 representing an increase in 2014.cash used of $378,850 or 34%.

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Net cash provided by investing activities was $248,927 in 2015, as compared to $1,356,032 net cash used in investing activities totaled $2,846,356 for the year ended December 31, 2022, compared to net cash used of $961,362 during the year ended December 31, 2021 representing an increase in 2014.

cash used of $1,884,994 or 196%. The increase is mainly due to the mining rights purchases completed in 2022.

Net cash provided by financing activities was $832,390 in 2015, astotaled $4,502,356 for the year ended December 31, 2022, compared to $1,656,205 in 2014.

Fiscal Year Ended$1,789,938 during the year ended December 31, 2014 Compared to Fiscal Year Ended December 31, 2013
In 2014, we had revenues of $492,129 as compared to revenues of $791,7802021 representing an increase in 2013, a decline of 37.8%. The decrease was primarily due to lower than expected revenues in the last quarter of 2014, as the area chosen for mining was operationally challenging and unable to be properly mined prior to the start of the rainy season.
Our consolidated cost of goods sold in 2014 was $446,606, consisting almost entirely of production expenses, and representing approximately 90.7% of the Company's total revenues. Our consolidated cost of goods sold in 2013 was $448,830, also consisting almost entirely of production expenses, and representing 56.4% of the Company's total revenues. This result is explained by the much more challenging type of underwater mining exploration that occurred in most of 2014 as compared to dry open pit mining in 2013.

Our gross profit in 2014 was $45,523, or approximately 9.3% of total revenues. By comparison, our gross profit in 2013 was $342,950, or approximately 43.3% of total revenues.
We had an aggregate of $1,901,561 in operating expense in 2014, as compared to an aggregate of $2,755,906 in operating expenses in 2013, a decline of 31.0%. This decrease was mostly due to lower compensation, stock compensation, and exploration costs, all of which declined much more than the increases seen in general and administrative expenses, and professional and consulting fees.

In 2014, we had other expenses of $1,544,888, primarily related to the convertible debt taken by the Company, as compared to $22,168 in other expenses in 2013.

Our net result in 2014 was ($3,436,643) in 2014, as compared to a net result of ($2,218,873) in 2013.  On a per share basis, the 2014 net result was ($0.04) versus ($0.03) in 2013.

Net cash used in operating activities was $246,489 in 2014, as compared to $543,753 in 2013.
Net cash used in investing activities was $1,356,032 in 2014, as compared to $229,617 in 2013. The increase seen in 2014 was primarily due to the acquisition of the 45% of MDB.
Net cash provided by financing activities was $1,656,205 in 2014, as compared to $202,692 in 2013. The increase seen in 2014 was due to the sale of convertible notes and equity, primarily done for the acquisition of the 45% of MDB.
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Liquidity and Capital Resources

As of December 31, 2015, we had total current assets of $262,429 compared to total current liabilities of $1,402,033 for a current ratio of 0.19 to 1 and$2.712,418 or 151%.

We currently have no off-balance sheet arrangements.

We have limited working capital, of ($1,139,604). By comparison, on December 31, 2014, we had total current assets of $538,765 compared to current liabilities of $3,062,857 for a current ratio of 0.18 to 1have historically incurred net operating losses, and working capital of ($2,524,092). This relative improvement in working capital is primarily attributable to the decrease in outstanding convertible notes and other short term obligations.


In 2015, our principal sources of liquidity were issuances of equity and convertible debt. We last issued any new convertible debt in September 2015. In 2014, our principal sources of liquidity had been ourhave not yet received material revenues from the sale of polished diamonds, rough diamonds and gold, issuancesproducts or services.

Our primary sources of convertibleliquidity have been derived through proceeds from the (i) issuance of debt and (ii) sales of our equity and forward salesthe equity of polished diamonds.

Duringone of our subsidiaries. For example, On January 12, 2023, the first quarterCompany completed its firm underwritten public offering of 2016, we received776,250 shares of the Company’s 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 expenses). Also, on January 30, 2023, the Company raised an aggregate of $118,000$4 million in gross proceeds from the sale of its common stock.
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.

Our 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 areas of endeavor. 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 resourcesprospects and funds generated from mining willcould raise substantial doubt about our ability to continue as a going concern.

Currency Risk

We operate primarily in Brazil which exposes us to currency risks. Our business activities may generate enough revenues to make us cash flow positive at some pointintercompany receivables or payables that are in 2016. Ina currency other than the meantime, we will rely on financingfunctional currency of the entity. Changes in exchange rates from the issuancetime 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 equity and/or debt, the availabilityoriginal activity.

Our consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of which on terms satisfactory to us is not assured. We anticipate that most, if not all,each foreign subsidiary’s financial results into U.S. dollars for purposes of our existing convertible debt will be converted to equity in 2016, although in certain circumstances the holders of such debt have the right to require cash payments of such debt.

The Company has no plans for any significant acquisitions in 2016 orreporting in the foreseeable future that would require cash paymentsconsolidated financial statements. Our foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income statement accounts are translated at average exchange rates for the period; (b) balance sheet asset and liability accounts are translated at end of period exchange rates; and (c) equity accounts are translated at historical exchange rates. Translation in this manner affects the shareholders’ equity account referred to be made byas the Company while itforeign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is not cash flow positive.necessary to keep the foreign subsidiaries’ balance sheets in agreement.

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Off-Balance Sheet Arrangements
The Company currently has no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our financial instruments consist of cash and cash equivalents loans to a related party,and accrued expenses, and an amount due to a director.expenses. 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 December 31, 2015,2022, it could negatively affect our financial position and liquidity and could result in our having understated our net loss.

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 December 31, 2022 and 2021, our derivative liabilities were considered a level 2 liability. We do not have any level 3 assets or liabilities.

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.

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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.

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 December 31, 2022 and 2021, we did not recognize any impairment losses related to mineral properties held.

Impairment of Intangible Assets with Indefinite Useful Lives

We account for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated for impairment at least annually. On an annual basis, in the fourth quarter of the fiscal year, we review our intangible assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount. If it is determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the intangible asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash flow. Impairment, if any, is measured as the amount by which an indefinite-lived intangible asset’s carrying amount exceeds its fair value.

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.

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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.

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, because our chief executive officer, Marc Fogassa, is also the controlling shareholder of both Apollo Resources and Jupiter Gold, we may be considered to have 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 U.S. Treasury yield curve in effect at the time of grant.

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 June 20, 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Equity classified share-based payments for employees was fixed at the time of grant. Equity-classified nonemployee share-based payment awards are measured at the grant date of the award which is the same as share-based payments for employees. We adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance.

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.

Recent Accounting Pronouncements


Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. Our significant accounting policies are described in Note 1 of the financial statements. We have reviewed all recent accounting pronouncements issued to the date of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on us.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.


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



Item 8. Financial Statements and Supplementary Data.


Our financial statements, including the notes thereto, together with the report from our independent registered public accounting firm are presented beginning at page F-1.



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.


None.



Item 9A. Controls and Procedures.


(a) Evaluation of Disclosure Controls and Procedures


The Company'sCompany’s management, with the participation of the Company'sCompany’s Principal Executive Officer and Principal Financial Officer, has evaluated the design, operation, and effectiveness of the Company'sCompany’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of December 31, 2015. On the basis of that evaluation, management concluded that the Company's2022. In designing and evaluating our disclosure controls and procedures, aremanagement recognizes that any controls and procedures, no matter how well designed and are effective, tooperated, can provide only reasonable assurance that the information required to be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and that such information is accumulated and communicated to management, including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure.


disclosure. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. On the basis of that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as of December 31, 2022, our disclosure controls and procedures were effective at a reasonable assurance level.

(b) Management'sManagement’s Report on Internal Control Over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act RulesRule 13a-15(f) and 15d-15(e). The Company'sCompany’s internal control system is designed to provide reasonable assurance to management and to the Company'sCompany’s Board of Directors regarding the preparation and fair presentation of published financial statements. Under the supervision and with the participation of management, including the Company'sCompany’s Principal Executive Officer and Principal Financial Officer, management conducted an evaluation of the effectiveness of the Company'sCompany’s internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).Commission. Based on management'smanagement’s evaluation under the framework in Internal Control—Integrated Framework, management concluded that the Company'sCompany’s internal control over financial reporting was not effective as of December 31, 2015 due to the below identified material weakness in internal controls being found.2022, at a reasonable assurance level.

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The material weaknesses identified by management and the auditors included the Company not effectively implementing comprehensive entity-level internal controls which resulted in the Company making an error in revenue recognition. The identified misstatement was corrected prior to the issuance of the Company's financial statements.
Management believes that the material weakness on internal control over financial reporting would not have had a material effect on our financial results had it not been corrected. . However, in an effort to enhance our internal controls over financial reporting, we plan to initiate the following series of measures: We will seek to identify and hire one accountant that is bilingual in English and Portuguese, versed in both US GAAP and Brazil's IFRS and experienced in making the necessary transformations between IFRS to US GAAP. We have identified a strong candidate and will bring him to Brazil to visit our subsidiaries and facilities probably as early as late April 2016. We will also dedicate staff to maintain appropriate internal control over financial reporting regarding our sand and mortar operations.


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This Annual Report does not include an attestation report of the Company'sCompany’s registered public accounting firm regarding internal control over financial reporting. Since the Company is a non-accelerated filer, management'ssmaller reporting company,, management’s report is not subject to attestation by the Company'sCompany’s registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002. As a result, this Annual Report contains only management'smanagement’s report on internal controls.

(c) Changes in Internal Control over Financial Reporting


There were no changes in the Company'sCompany’s internal control over financial reporting that occurred in the fourth quarter of 20152022 that materially affected, or would be reasonably likely to materially affect, the Company'sCompany’s internal control over financial reporting.


(d) Limitations of the Effectiveness of Internal Controls


The effectiveness of the Company'sCompany’s system of disclosure controls and procedures and internal control over financial reporting is subject to certain limitations, including the exercise of judgment in designing, implementing and evaluating the control system, the assumptions used in identifying the likelihood of future events, and the inability to eliminate fraud and misconduct completely. As a result, there can be no assurance that the Company's disclosure controls and procedures andCompany’s internal control over financial reporting will detect all errors or fraud. However, the Company'sCompany’s control systems have been designed to provide reasonable assurance of achieving their objectives, andobjectives. The Company has utilized the Company's Principal Executive Officer and Principal Financial Officer have concluded that1992 Committee of Sponsoring Organizations of the Company's disclosure controls and procedures andTreadway Commission’s internal control over financial reporting are effective at the reasonable assurance level.


framework.

Item 9B. Other Information.


None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III


Item 10. Directors, Executive Officers and Corporate Governance.


The following table sets forth certain information as of March 25, 2016the date of this Report, concerning our directors and executive officers:

NameAgePosition
Marc Fogassa4956
Director, Chairman, Chief Executive Officer,
President, Director
Ambassador Robert Noriega63Independent Director, Member of the Audit Committee
Cassiopeia Olson, Esq.45Independent Director, Member of the Audit Committee
Stephen R. Petersen, CFA67Independent Director, Member of the Audit Committee
Gustavo Pereira de Aguiar40Chief Financial Officer, Treasurer, and SecretaryPrincipal Accounting Officer
Brian W. Bernier64Vice-President, Corporate Development and Investor Relations
Ambassador Robert F. NoriegaJoel de Paiva Monteiro, Esq.5632DirectorChief of Environmental, Social and Corporate Governance (ESG), Vice-President, Administration and Operations, and Secretary
Volodymyr Myadzel, PhD, Geol.47Senior Vice-President, Geology
Ambassador Paul DurandAreli Nogueira da Silva Júnior, Geol.7442Director
Vice-President, Mineral Exploration

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Marc Fogassa, age 49,56, has been a director and our Chairman and Chief Executive Officer since 2012. He has over 15 years of investmentextensive experience in venture capital and private and public equity investing, andcompany chief executive management. He has served on boards of directors of multiple private companies. Mr. Fogassa has worked at Goldman Sachs & Co. (1997), Atlas Venture (1998-2000),companies in various industries, and Axiom Ventures (2000-2005). He also worked as investment manager with Hedgefort Capital Management LLC from May 2005 to June 2012, and as an investment banker from November 2011 to January 2014 with Hunter Wise Financial Group, LLC. He has been Chairman and CEO of Brazil Mining, Inc. since March 2012. Mr. Fogassa has been invited numerous times to speak about investment issues, particularly as related to Brazil. Mr. Fogassa double majored at the Massachusetts Institute of Technology (M.I.T.), graduating with two Bachelor of Science degrees in 1990. He later graduated from the Harvard Medical School with a Doctor of Medicine degree in 1995, and also from the Harvard Business School with a Master inof Business Administration degree in 1999.1999 with Second-Year Honors. At Harvard Business School, he was Co-President of the Venture Capital and Private Equity Club. Mr. Fogassa was born in Brazil and is fluent in Portuguese and English. We appointed Mr. Fogassa is also the Chairman and Chief Executive Officer of Jupiter Gold Corporation, and Chairman and Chief Executive Officer of Apollo Resources Corporation, two of our consolidated subsidiaries. Marc Fogassa serves as a director because of his experience in the management of public companies in mineral exploration and our Chairmanhis understanding of Brazil, the jurisdiction where we operate.

Ambassador Roger Noriega, age 63, has been an independent director since 2012, and member of the Audit Committee of the Board and President because of his substantial management and fundraising skills, prior experience as a director of several private companies, venture capital and private equity experience, judgment and his knowledge of, and contacts in, Brazil.


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Ambassador Roger Noriega, age 56, has been a directorDirectors since 2012.2021. He has extensive experience in Latin America. AmbassadorAmb. Noriega was appointed by President George W. Bush and confirmed by the U.S. CongressSenate as U.S. Assistant Secretary of State and served from July 2003 to October 2005. In that capacity, AmbassadorAmb. Noriega managed a 3,000-person team of professionals in Washington and in 50 diplomatic posts to design and implement political and economic strategies in Canada, Latin America, and the Caribbean. Prior to this assignment, AmbassadorAmb. Noriega served as U.S. Ambassador to the Organization of American States ("OAS") from August 2001 to July 2003. Since February 2009, AmbassadorAmb. Noriega has been the Managing Director of VisionAmericas,Vision Americas, a Latin America-focused consulting group that he founded. AmbassadorAmb. Noriega has a Bachelor of Arts degree from Washburn University of Topeka, Kansas. We appointed Ambassador Noriega serves as a director because of his experience in complex multi-jurisdictional agreements and his business and diplomatic experience with Brazil.

Cassiopeia Olson, Esq., age 45, has been an independent director since 2021, and member of the Audit Committee of the Board of Directors since 2021. She is an attorney with extensive experience in Latin America, businessinternational contracts, securities law and government contacts, management skillsventure negotiations. She has represented or engaged in transactions with leading companies in the biomedical, technology and judgment. 


Ambassador Paul Durand,products and services sectors. From 2013 to 2017, Ms. Olson was at Kaplowitz Firm P.C. and from 2017 to January, 2020, she was an attorney with the Crone Law Group. From February, 2020 to May 2022 Ms. Olson was an attorney with Ellenoff Grossman & Schole LP. She has been with Mitchell Silberberg & Knupp since May of 2022. She received a B.A. in Economics and Finance from Loyola University in Chicago, and a J.D. from The John Marshall School of Law. Ms. Olson serves as a director because of her experience with working with large multinational companies in complex transactions and her knowledge of U.S. securities law. 

Stephen R. Petersen, CFA, age 74,67, has been an independent director since 2021, and member of the Audit Committee of the Board of Directors since 202. Mr. Petersen over 40 years of experience in the capital markets and investment management. Since 2013, he has been a director since 2012.Managing Director and member of the Investment Committee at Prio Wealth, an independent investment management firm with over $3 billion in assets under management. Previously, Mr. Petersen served as Senior Vice President, Investments at Fidelity Investments for approximately 32 years. During his tenure at Fidelity, Mr. Petersen served as a Portfolio Manager and Group Leader of The Fidelity Management Trust Company and was responsible for managing several equity income and balanced mutual funds such as Fidelity Equity Income Fund (1993-2011), Fidelity Balanced Fund (1996-1997), Fidelity VIP Equity-Income Fund (1997-2011), Fidelity Puritan Fund (2000-2007), Fidelity Advisor Equity-Income Fund (2009-2011), and Fidelity Equity-Income II (2009-2011). He has had extensive experiencebegan his career at Fidelity as an Equity Analyst. Mr. Petersen received a B.B.A. in Latin America. From August 2001 to August 2006, Ambassador Durand was Canada's Ambassador to the OAS. From August 2000 to July 2001 he was Canada's Ambassador to Chile,Finance and from August 1992 to August 1995 he was Canada's Ambassador to Costa Rica, with concurrent accreditation to Honduras, Nicaragua, and Panama. For the past five years, Ambassador Durand has also personally provided consulting services to several businesses and organizations, including the University of Ottawa advising the executive student class on political and economic conditionsan M.S. in Brazil and Chile; the OAS on elections and a referendum in Chile; and Infinito Gold Inc. on negotiations with the government of Costa Rica regarding the development of a gold mine. He has a Bachelor of Arts degree in Political EconomyFinance from the University of Toronto,Wisconsin-Madison. Mr. Petersen serves on the Board of the University of Wisconsin Foundation and has pursued further studies in International Relations and Economics at Northwestern University in Chicago and Carleton University in Ottawa. Ambassador Durand joinedChairs its Investment Committee. He also is Co-Chair of the Canadian government after working in international banking in Latin America (Colombia, El Salvador),Executive Committee for the Caribbean (Bahamas) and the U.S. We appointed Ambassador DurandCatholic Schools Foundation Inner-City Scholarship Fund. Mr. Petersen is a Chartered Financial Analyst. Mr. Petersen serve as a director because of his experience with capital markets and his knowledge of finance including expertise with financial statements.

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Gustavo Pereira de Aguiar, age 40, has been our Chief Financial Officer, Principal Accounting Officer, and Treasurer since 2022. From 2016 until 2022, Mr. Aguiar was the Controller of Jaguar Mining, Inc., a Canadian publicly traded company with two producing gold mines in the state of Minas Gerais in Brazil. From 2013 to 2016, Mr. Aguiar was Controller at Grupo Orguel, an enterprise in the construction equipment rental sector in Brazil which received funding from Carlyle, a U.S. private equity group, and from 2010 to 2013, Mr. Aguiar worked at Mirabella Mineração, which at the time was developing its nickel project in the state of Bahia in Brazil. From 2006 to 2010, Mr. Aguiar was an auditor with Deloitte in Brazil. Mr. Aguiar has undergraduate degrees in Business Administration and in Accounting from Universidade FUMEC in Brazil. He has an executive MBA and further post-graduate education in finance from Fundação Dom Cabral in Brazil. Mr. Aguiar is fluent in Portuguese and English and is a licensed accountant in Brazil.

Brian W. Bernier, age 64, has been our Vice-President, Corporate Development and Investor Relations since 2019. From 2010 to 2017, Mr. Bernier was a relationship manager at Four Spring Capital Trust, and from 2017 to 2019, he was a registered representative at Noble Capital Markets and responsible for presenting selective investment opportunities to asset managers and high net worth individuals. Mr. Bernier graduated with a degree in Management from Boston University.

Joel de Paiva Monteiro, Esq., age 32, has been our Vice-President, Administration and Operations, since 2020, and our Chief of Environmental, Social, and Corporate Governance (“ESG”) matters since 2021. Previously he was a partner of the Brazilian law firm PRA Advogados with three offices and headquarters in Belo Horizonte, state of Minas Gerais. Mr. Monteiro has worked with all aspects of Brazilian business law and has extensive experience in Latin America,a wide range of areas from strategic business planning to litigation. His prior clients included large corporations in a variety of economic sectors in diverse states in Brazil. Mr. Monteiro has a law degree from the Milton Campos Faculty in Belo Horizonte, Brazil. Subsequently he achieved a post-graduate degree in Business and government contacts, management skillsCivil Law from the Pontifical Catholic University of Minas Gerais. Mr. Monteiro is also a director of Jupiter Gold Corporation and judgment.of Apollo Resources Corporation, two of our consolidated subsidiaries..

Volodymyr Myadzel, PhD, Geol., age 47, became our Senior Vice-President, Geology, in 2022 after serving as an independent consultant to the Company since 2021. Under Regulation S-K 1300, he is a Qualified Person for lithium, iron, and gold, among other minerals. Mr. Myadzel is a geologist with over 23 years’ experience acquired in mines and projects in Russia, Ukraine, Guinea, Uruguay, and Brazil in a variety of minerals including lithium, iron, and gold. His primary expertise entails geological modeling, resource estimation, and QA/QC analysis. Mr. Myadzel has extensive experience in auditing mineral projects on behalf of investors or acquiring companies. He is a principal at VMG Consultoria e Soluções Ltda, a company that has provided geological expertise to large global companies with mines and projects in Brazil. Mr. Myadzel received Bachelor and Master degrees in Geological Engineering and a PhD degree in Geology, all from Kryvyi Rih National University in Ukraine.

Areli Nogueira da Silva Júnior, Geol., age 42, became our Vice-President, Mineral Exploration, in 2021, after serving as an independent consultant to the Company since 2018.. Mr. da Silva meets the requirements of a Qualified Person as such term is defined in the Regulation S-K 1300. He is the Founder and was the Chief Technical Officer of MineXplore, a consultancy firm focused on mineral rights in Brazil. Mr. da Silva has been a consultant geologist with GeoEspinhaço, a firm that undertakes geological studies in a variety of minerals across Brazil. He has also been a college faculty member teaching geology. Previously, he worked at the Brazilian Mining Department and before that as a geologist at Usiminas Mineração. Mr. da Silva has a Master of Geology degree from the Federal University of Rio de Janeiro, and an undergraduate degree in Geological Engineering from the School of Mines of the Federal University of Ouro Preto, the oldest mining college in Brazil. Mr. da Silva is also a director of Jupiter Gold Corporation, one of our consolidated subsidiaries.

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Board Composition

Our Board of Directors is currently composed of threefour members, – Marc Fogassa, Ambassador Roger Noriega, Cassiopeia Olson, Esq., Stephen R. Petersen, CFA, and Ambassador Paul Durand.

Marc Fogassa.

There are no family relationships among our directors and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan, or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current boardBoard of directors.

Directors.

Our directors and executive officers have not, during the past ten years:


●had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time,

●been convicted in a criminal proceeding and is not subject to a pending criminal proceeding,

●been subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently, or temporarily enjoining, barring, suspending, or otherwise limiting his involvement in any type of business, securities, futures, commodities, or banking activities; or

●been found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission, or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Overview of Corporate Governance

We are committed to maintaining high standards of business conduct and corporate governance, which we believe are fundamental to the overall success of our business, serving our stockholders well, and maintaining our integrity in the marketplace. As discussed below, our Board of Directors has established three standing committees to assist it in fulfilling its responsibilities to us and our stockholders:

1.The Audit Committee;
2.The Compensation Committee; and
3.The Nominations Committee.

Director Independence

We currently have three independent directors on our Board of Directors. We use the definition of “independence” found in the Listing Rules of the Nasdaq Stock Market (“Nasdaq”) to make this determination.

Our Board of Directors has undertaken a review of the independence of each director and will review the independence of any new directors based on information provided by each director concerning their background, employment, and affiliations, in order to make a determination of independence. Our Board of Directors has determined that the following directors are independent:

1.Ambassador Roger Noriega
2.Stephen R. Petersen, CFA
3.Cassiopeia Olson, Esq.

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Board Diversity

Pursuant to Nasdaq’s Board Diversity Rule 5605(f), which was approved by the SEC on August 6, 2021, we have taken steps to meet the diversity objective as set out in this rule within the applicable transition period. We do notidentified candidates for our Board of Directors who meet the board diversity requirement and have standing audit, nominating, or compensation committees. Currently,appointed one female independent director to our entireBoard of Directors. The following is our Board Diversity Matrix as of the date hereof:

Board Diversity Matrix
         
Total Number of Directors  4     
         
Part I: Gender Identity  Female   Male 
         
Directors  1   3 
         
Part II: Demographic Background        
         
Hispanic or Latinx  0   2 
         
White  1   1 

Role of our Board of Directors in Risk Oversight

One of the key functions of our Board of Directors is responsible forinformed oversight of our risk management process. We have formed supporting committees, including the functions that would otherwise be handledAudit Committee, the Compensation Committee, and the Nominations Committee, each of which supports the Board of Directors by addressing risks specific to its respective areas of oversight. In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management takes to monitor and control these committees. 

Codeexposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of Ethics
the performance of our internal audit function. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our Nominations Committee provides oversight with respect to corporate governance and ethical conduct and monitors the effectiveness of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating conduct.

Committees of our Board of Directors

Our Board of Directors will adopthas established three standing committees- the Audit Committee, the Compensation Committee, and the Nominations Committee.

Audit Committee

Nasdaq listing rules require that our Audit Committee be composed of at least three members all of whom are “independent directors” who are “financially literate” as defined under the Nasdaq listing standards. As of the date hereof, our Audit Committee was composed of the following, all of whom have been affirmatively determined by our Board of Directors to meet the definition of “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 and Nasdaq rules, all of whom qualify as financial experts:

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1.Ambassador Roger Noriega
2.Cassiopeia Olson, Esq.
3.Stephen R. Petersen, CFA

Our director Mr. Stephen R. Petersen, CFA, is an independent member of our Audit Committee who qualifies as an “audit committee financial expert” as defined in Item 407(e)(5) of Regulation S-K.

Compensation Committee and Nominations Committee

Nasdaq listing rules require that our Compensation Committee and Nominations Committee be composed solely of independent directors. At this time, our Nominations Committee and Compensation Committee are both comprised solely of independent directors. As of the date hereof, the members of each of our Nominations Committee and Compensation Committee are:

Compensation CommitteeNominations Committee
1.Ambassador Roger NoriegaCassiopeia Olson, Esq.
2.Cassiopeia Olson, Esq.Stephen R. Petersen, CFA

Compensation Committee Interlocks and Insider Participation

At no time have any of the members of our Compensation Committee been one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a newmember of the board of directors or Compensation Committee of any other entity that has one or more executive officers on our Board of Directors or Compensation Committee.

Code of Business Conduct and Ethics

We adopted a written code of business conduct and ethics that applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, and principal accounting officer.officer or controller, or persons performing similar functions and agents and representatives, including consultants. A copy of the code of business conduct and ethics is available on our website at www.atlas-lithium.com. We intend to disclose future amendments to such code, or any waivers of its requirements, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions or our directors on our website identified above. The new codeinclusion of our website address does not include or incorporate by reference the information on our website into this document.

Controlled Company

Marc Fogassa, our Chief Executive Officer and Chairman, currently controls approximately 54.11% of the voting power of our capital stock and will address, among other things, honestycontrol approximately 53.76% of the combined voting power of our capital stock upon completion of this offering, and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirementswe believe we may be a “controlled company,” as such term is defined under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code.


Audit Committee Financial Expert
Our Board of DirectorsNasdaq Listing Rules. We currently acts as our audit committee. We do not currently have an independent member of our Board of Directors who qualifies as an "audit committee financial expert" as definedrely on the controlled company exemptions provided under the Nasdaq Listing Rules, but we may do so in Item 407(e)(5) of Regulation S-K.the future.

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Item 11. Executive Compensation.


Compensation of Named Executive Officers

Summary Compensation Table

The following table sets forth, information concerning cashfor the years ended December 31, 2022 and non-cash2021, a summary of the compensation paid to or earned by usthe Named Executive Officers. Note that, as a “smaller reporting company” and pursuant to the rules of the SEC, the Company is providing compensation information for 2022 and 2021 for Marc Fogassa, our Chief Executive Officer, for eachGustavo Aguiar, our Chief Financial Officer and Brian Bernier, Vice President of our Corporate Development, as the two most highly compensated executive officers of the two yearsCompany, other than Mr. Fogassa.

Name and
Principal
Position		 Year  Salary
($)		  Bonus
($)		  Stock
Awards
($)		  Option
Awards ($) (2)		  Non-Equity
Incentive
Plan
Compensation
($)		  Non-Qualified
Deferred
Compensation
Earnings
($)		  All
Other
Compensation
($)		  Total
($)		 
Marc Fogassa, Chairman and  2022   -     177,751(1)  177,751(1)  743,414   -   -   33,643(9)  1,132,559 
Chief Executive
Officer		  2021   -   -   -   901,940   -   -   

11,582

(9)  913,522 
Gustavo Aguiar,  2022   80,903   70,000 (5)                       150,903 
Chief Financial Officer (4)                                    
Brian Bernier,  2022   100,000   24,900 (6)   30,000(7)                  154,900 
VP, Corporate Development (8)                                    

(1)Pursuant to the terms of Mr. Fogassa’s amended and restated employment agreement, his 2021 performance bonus, which was paid in cash in early 2022 as half in cash and half in stock.
(2)The amounts in this column reflect the aggregate grant date fair value of stock options granted in 2021 and 2022 to our Chief Executive Officer calculated in accordance with FASB ASC Topic 718. Please see Note 6 to the consolidated financial statements for the year ended December 31, 2021 and 2022 contained in this Annual Report for the assumptions used in the calculation of grant date fair value pursuant to FASB ASC Topic 718.
(3)The amounts in this column reflect the aggregate grant date fair value of stock awards granted in 2022 calculated. in accordance with FASB ASC Topic 718to our Chief Executive Officer. Pursuant to the terms of Mr. Fogassa’s amended and restated employment agreement, he received half of his 2021 performance bonus as fully vested stock, which was granted in early 2022.
(4)Mr. Aguiar was appointed as our Chief Financial Officer on March 16, 2022.
(5)Mr. Aguiar receives specific performance bonuses tied to successful completion and timely filing of our periodic reporting obligations with the SEC.
(6)Mr. Bernier receives discretionary performance bonus.
(7)Pursuant to the terms of his agreement with the Company, Mr. Bernier does not receive cash compensation. Instead, Mr. Bernier is granted monthly fully vested shares equal to $2,500 in value, with the price per share calculated as the average closing price for the applicable monthly period.
(8)Mr. Bernier was hired/appointed VP, Corporate Development in 2019
(9)All Other Compensation for Mr. Fogassa includes disability insurance coverage for Mr. Fogassa for 2021 and 2022, and medical, dental and vision insurance coverage for Mr. Fogassa and his dependents for part of 2022.

Narrative to Summary Compensation Table

On December 31, 20142020, our Board approved an amendment and December 31, 2015. No other employee or independent contractor received compensation in excessrestatement of $100,000 for either of those two years.

Summary Compensation Table
            Non-Equity Non-Qualified    
            Incentive Deferred All  
Name and       Stock   Plan Compensation Other  
PrincipalYear  Salary  Bonus Awards Option Compensation Earnings Compensation Total
PositionEnded ($)  ($) ($) Awards ($) ($) ($) ($)
Marc Fogassa12/31/2014 112,500(A) - - - - - - 112,500
CEO12/31/2015 100,000 (B) - - - - - - 100,000

Employment Agreement with Marc Fogassa
the employment agreement between the Company and Marc Fogassa, was hired by the Company as the Company'sour Chief Executive Officer Chairman, Chief Financial Officer, Treasurer and Secretary under an(the “A&R Employment Agreement dated December 31, 2012 (the "Agreement"Agreement”). Under the AgreementA&R Employment agreement, Mr. Fogassa receiveswill no longer be entitled to a salary payable in cash, which under the terms of $150,000the prior agreement was for an amount of $250,000 per annum. Instead, he will be granted each month ten-year non-qualified stock options to purchase up to 33,334 shares of our common stock at an exercise price equal to $0.0075 per share, such price and shares being subject to customary adjustments for any dividends, stock splits, reorganization or similar events. If and when such options are exercised, the stock to be received will be restricted by the provisions of Rule 144, which currently limits any sales of affiliates with respect to the Company to 1% of the total outstanding shares per every 90-day period. Mr. Fogassa is also entitled to incentive compensation payable half in cash and half in fully vested shares of common stock upon achieving of certain book value metrics, as set forth in the A&R Employment Agreement.

Under the A&R Employment Agreement, Mr. Fogassa is entitled to reimbursementa housing benefit of expenses incurredup to $5,000 per month for a primary or secondary residence out of the United States, The Company shall pay all costs of reasonable medical, dental, vision, long-term disability, and short-term disability to Mr. Fogassa, and to his spouse or partner and children under the age of 21, at reasonable plans chosen by him in the performance of his duties, a maximum allowable SEP IRA contribution, four weeks of paid vacation time, and the paymentMr. Fogassa. Unless declined by the Company of certain insurance-related expenses. The agreement further provides thatMr. Fogassa, the Company shall pay the annual premium costs of a life insurance policy for Mr. Fogassa in the amount of $5,000,000 for payment to his designated beneficiaries. Upon termination by the Company, the Company shall immediately make a payment to Mr. Fogassa severanceequal to 500,000. If upon the completion of a change of control, or other corporate event, Mr. Fogassa is no longer the Chief Executive Officer of the Company, or the Chief Executive Officer of the new controlling person of the Company, as the case may be, then the Company shall immediately make a payment to Mr. Fogassa equal to $2,000,000.

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On March 15, 2022, the Company and Gustavo Pereira de Aguiar, our Chief Financial Officer, entered into an agreement, effective March 16, 2022 (the “Start Date”), pursuant to with Mr. Aguiar is providing services to us (the “GPA Employment Agreement”).

Under the GPA Employment Agreement, Mr. Pereira de Aguiar received a signing bonus totaling $25,000, all payable in case2022 in two equal tranches, and is being paid base cash compensation of $9,500 per month. He is entitled to a maximum annual bonus of $45,000, with the amount received conditioned on the filing by the Company, on an annual basis, of one Form 10-K and three Forms 10-Q with the SEC. Further, on the Start Date, Mr. Pereira de Aguiar was granted 85,019 common shares (the “GPA Grant”), for the purchase price of $1.00 discounted from the first base compensation, which will vest over four years in four tranches.

The agreement is terminable at any time by mutual agreement of the parties and at any time for any reason or no reason by one party, with prior written notice of thirty days to the other party, provided that if Mr. Pereira de Aguiar’s employment is terminated for any reason by the Company other than gross negligence or willful malfeasance, the GPA Grant shall be deemed to be fully vested immediately upon such termination. If such termination occurs before the first-year anniversary of the Start Date, the Company shall be required to make a $60,000 payment to Mr. Pereira de Aguiar within thirty days of said termination, and if such termination occurs after the first anniversary, but before the second anniversary of the Start Date, then the Company shall be required to make a $30,000 payment to Mr. Pereira de Aguiar within thirty days of said termination. If the Company terminates the GPA Employment Agreement for gross negligence or change in control with demotion.willful malfeasance, then the portion of the GPA Grant which is not yet vested shall be deemed to be forfeited.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding equity awards held by the named executive officers that were outstanding as of December 31, 2022:

  Option awards  Stock awards 
Name Number of securities underlying unexercised options (#) exercisable  Number of securities underlying unexercised options (#) unexercisable  Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)  Option exercise price ($)  Option expiration date  Number of shares or units of stock that have not vested (#)  Market value of shares of units of stock that have not vested ($)  Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)  Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) 
Marc Fogassa  151,141(1)              $0.0075   02/19/2024;                
Marc Fogassa  2,500(2)         $0.10(2)  12/31/2030                 
Marc Fogassa  2,500(2)         $0.10(2)  01/31/2031                 
                                    
Marc Fogassa  2,500(2)         $0.10(2)  02/28/2031                 
Marc Fogassa  2,500(2)         $0.10(2)  03/31/2031                 
                                     
Marc Fogassa  2,500(2)         $0.10(2)  04/30/2031                 
Marc Fogassa  2,500(2)         $0.10(2)  05/31/2031                 
Marc Fogassa  2,500(2)         $0.10(2)  06/30/2031                 
Marc Fogassa  2,500(2)         $0.10(2)  07/31/2031                 
Marc Fogassa  2,500(2)         $0.10(2)  08/31/2031                 
Marc Fogassa  2,500(2)         $0.10(2)  09/30/2031                 
Marc Fogassa  2,500(2)         $0.10(2)  10/31/2031                 
Marc Fogassa  2,500(2)         $0.10(2)  11/30/2031                 
Marc Fogassa  2,500(2)         $0.10(2)  12/31/2031                 
Marc Fogassa  2,500(2)         $0.10(2)  01/31/2032                 
Marc Fogassa  2,500(2)         $0.10(2)  02/28/2032                 
Marc Fogassa  2,500(2)         $0.10(2)  03/31/2032                 
Marc Fogassa  2,500(2)         $0.10(2)  04/30/2032                 
Marc Fogassa  2,500(2)         $0.10(2)  05/31/2032                 
Marc Fogassa  2,500(2)         $0.10(2)  06/30/2032                 
Marc Fogassa  2,500(2)         $0.10(2)  07/31/2032                 
Marc Fogassa  2,500(2)         $0.10(2)  08/31/2032                 
Marc Fogassa  2,500(2)         $0.10(2)  09/30/2032                 
Marc Fogassa  2,500(2)         $0.10(2)  10/31/2032                 
Marc Fogassa  2,500(2)         $0.10(2)  11/30/2032                 
Gustavo Aguiar  85,019(3)         $1,483,582                     

(1)Fully-vested option to purchase up to 151,141 shares of our common stock at $0.0075 per share.
(2)In accordance with the terms of the A&R Employment Agreement, Mr. Fogassa agreed to receive awards of stock options on a monthly basis in lieu of base salary.  All options vested 100% on the grant date and have a ten-year term expiring on the tenth anniversary of the corresponding grant date.  Fully-vested options to purchase up to 2,500 shares of our Series D Convertible Preferred Shares for $0.10 per share of our Series D Convertible Preferred Stock.
(3)On March 16, 2022, Mr. Aguiar was granted restricted shares of Company common stock which will vest over four years in four equal tranches.

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Director Compensation

The following table sets forth a summary of compensation for the fiscal year ended December 31, 20152022, that we paid to each director other than its Chief Executive Officer, whose compensation is fully reflected in the the Summary Compensation Table.Table set forth above. We do not sponsor a pension benefits plan, a non-qualified deferred compensation plan, or a non-equity incentive plan for directors; therefore, these columns have been omitted from the following table. No other or additional compensation for services were paid to any of the directors.

Director Compensation Table
Name 
Fees
Earned
or Paid
in Cash
($)
  
Option
Awards
($) (1)
 
Stock
Awards
($)
 
Total
($)
 
Ambassador Roger Noriega  -  $50,000   $50,000 
Ambassador Paul  Durand  -  $50,000   $50,000 

Name Fees Earned or
Paid in Cash
($)		 Stock Compensation ($)  Option
Compensation
($) (1)		    Total
($)		 
Ambassador Roger Noriega       $147,557(2)    $147,557 
Cassiopeia Olson, Esq.    $6,000(3) $23,585  $  $29,585 
Stephen R. Petersen, CFA    $6,000(3) $47,975  $  $53,975 

(1)(1)The amounts in this column reflect the aggregate grant date fair value of stock options granted in 20152022 to each director calculated in accordance with FASB ASC Topic 718. SeePlease see Note 6 to the notes to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 20152021 contained in this Annual Report for a discussion of allthe assumptions madeused in the calculation of this amount.grant date fair value pursuant to FASB ASC Topic 718.

(2) On December 31, 2020, our Board of Directors approved an amendment and restatement of the compensation agreement between the Company and Ambassador Roger Noriega, its independent director. The material change in the agreement is as follows. Under the prior agreement, Ambassador had the right to receive an annual compensation of $50,000 payable quarterly through the issuance of such number of five-year options on our common stock as needed to make their Black-Scholes aggregate valuation equal to $12,500; such options had a strike price equal to the average market price of the common stock during such quarter. Under the amended and restated agreement, Ambassador Noriega will receive, on a quarterly basis, ten-year non-qualified stock options to purchase up to 20,000 shares of our common stock at an exercise price equal to $0.0075 per share, such price and shares being subject to customary adjustments for any dividends, etc. If and when such options are exercised, the stock to be received will be restricted by the provisions of Rule 144, which currently limits any sales of affiliates with respect to the Company to 1% of the total outstanding shares per every 90-day period.

On September 17, 2021, we filed a Current Report on Form 8-K indicating that on September 15, 2021, our Board approved resolutions that allow directors the choice to direct the option compensation described in the Board resolutions dated December 31, 2020 (the “2020 Resolutions,” reported in the Form 8-K filed with the SEC on January 7, 2021) to either options to purchase our common stock as originally described in the 2020 Resolutions or to an equivalent number of options to purchase our Series D Convertible Preferred Stock.

(3) Mr. Olson and Mr. Petersen had the right to receive $6,000 in cash each for services as director during the year 2022. Both were given a choice and opted to receive shares of our common stock at then public market price instead of cash.

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Equity Compensation Plan

In 2017, our Board of Directors approved our 2017 Stock Incentive Plan under which we can offer eligible employees, consultants, and non-employee directors cash and stock-based compensation and/or incentives to compensate, attract, retain, or reward such individuals. On July 18, 2022, our Board of Directors and the holder of a majority of the voting power of our issued and outstanding capital stock approved an increase in the number of common shares allocated to the 2017 Stock Incentive Plan from 33,334 to 333,334. We have no other equity compensation plan. The table below sets forth certain information as of December 31, 2022 with respect to the 2017 Stock Incentive Plan.

Plan Category Number of
securities
to
be issued
upon
exercise
of
outstanding
options,
warrants,
and rights
(a)		  Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights
(b)		  Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column “(a)”)
(c)		 
          
Equity compensation plans approved by security holders  333,334   n/a   333,334 
             
Equity compensation plans not approved by security holders (2017 Stock Incentive Plan)  -   -   - 
             
Total  333,334  $n/a   333,334 

Delinquent Section 16(a) Reports

Under Section 16 of the Exchange Act, our directors, executive officers and any persons holding more than 10% of our common stock are required to report initial ownership of our common stock and any subsequent changes in ownership to the SEC. Specific due dates have been established by the SEC, and the Company is required to disclose in this Annual Report any failure to file required ownership reports by these dates. Based solely upon a review of forms filed with the SEC and the written representations of such persons, the Company is aware of no late Section 16(a) filings except as follows: (i) for Brian W. Bernier, a late Form 4 filing related to a sale of common stock subject to a Rule 10b5-1 Sales Plan; (ii) for Marc Fogassa, a late Form 4 filing related to monthly grants of Series D Convertible Preferred Stock Options; (iii) for Joel de Paiva Monteiro, a late Form 4 filing related to monthly grants of common stock held by Joel Monteiro Sociedade Individual de Advocacia; (iv) for Roger Noriega, a late Form 4 filing related to quarterly grants of Series D Convertible Preferred Stock Options; (v) for Areli Nogueira da Silva Junior, a late Form 4 filing related to monthly grants of common stock and grants of common stock as additional compensation for services rendered to the Company held by Geoespinhaco Consultoria Geologica Ltda; (vi) for Gustavo Pereira de Aguiar, a late Form 4 filing related to a grant of common stock related to his employment as CFO, Treasurer and PAO; (vii) for Volodymyr Myadzel, a late Form 4 related to monthly grants of common stock; (viii) for Roger Noriega, a late Form 4 related to grants of common stock in connection with the cashless exercise of stock options, quarterly awards of common stock options for services as a director, and exercises of common stock options; (ix) for Marc Fogassa, a late Form 4 filing related to monthly grants of Series D Convertible Preferred Stock Options, grants of common stock for services rendered to the Company, cash exercise of stock options, cashless exercises of stock options, a grant of common stock related to an open market acquisition, dispositions of common stock pursuant to a 10b5-1 Sales Plan, grants of common stock in satisfaction of contractual obligations, a grant of one share of Series A Convertible Preferred Stock in connection with a series of transactions effected in December 2012, grants of common stock options in connection with the conversion of the 0% Convertible Promissory Note issued in September 2017, an exercise of common stock options, cancellation of the 0% Convertible Promissory Notes and conversion of certain Convertible Promissory Notes into options to purchase common stock or the monetary equivalent of Series D Convertible Preferred Stock, and conversion of Series D Convertible Preferred Stock issued in connection with the satisfaction and cancellation of the 6% Convertible Notes issued in September 2017 into common stock; (x) for Brian W. Bernier, a late Form 3 filing, amending the original Form 3 filed upon his appointment as Vice President, to disclose previously unreported monthly grants of common stock and correct the total amount of securities beneficially owned following the reported transactions; (xi) for each of Joel de Paiva Monteiro, Volodymyr Myadzel, Gustavo Pereira de Aguiar and Areli Nogueira da Silva Junior, a late Form 3 filing upon their appointment as VP, Admin & Ops, ESG, VP, Geology, CFO/PAO and VP, Mineral Exploration, respectively; (xii) for Cassiopeia Olson, a late Form 4 filing related to a grant of common stock options as compensation for services as a director, (xiii) for Stephen R. Petersen, a late Form 4 related to a purchase of common stock pursuant to a Securities Purchase Agreement, a grant of a common stock purchase warrant as inducement for purchase of common shares of a subsidiary of the Company, and a grant of common stock options as compensation for services as a director; (xiv) for Brian W. Bernier, a late Form 4, amending the original Form 4 filed in November 2021, to disclose the correct amounts of securities beneficially owned after reported transactions and to disclose previously unreported transactions related to monthly grants of common stock and sales of common stock pursuant to a 10b5-1 Sales Plan; (xv) for Brian W. Bernier, a late Form 4, amending the original Form 4 filed in November 2021, to correct the amount of securities beneficially owned after a sale of common stock pursuant to a 10b5-1 Sales Plan; (xvi) for Brian W. Bernier, a late Form 4 filing related to monthly grants of common stock; (xvii) for Areli Nogueira da Silva Junior, a late Form 4 filing related to monthly grants of common stock held by Geoespinhaco Consultoria Geologica Ltda; (xviii) for Volodymyr Myadzel, a late Form 4 filing related to a monthly grant of common stock; (xix) for Joel de Paiva Monteiro, a late Form 4 filing related to a monthly grant of common stock held by Joel Monteiro Sociedade Individual de Advocacia; (xx) for Brian W. Bernier, a late Form 4 filing related to a monthly grant of common stock; and (xxi) for Areli Nogueira da Silva Junior, a late Form 4 filing related to a monthly grant of common stock held by Geoespinhaco Consultoria Geologica Ltda.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table prepared in accordance with Section 13 of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder, sets forth certain information regarding beneficial ownershipour common stock and securities convertible into our common stock within 60 days of our Common Stock and Series A Preferred Stock asthe date of February 9, 2016this Annual Report, by: (i) each person who is known by (i) any person or group withus to own beneficially more than 5% of any class of voting securities,its outstanding Common Stock; (ii) each director, (iii) our chiefnamed executive officer and each other executive officer whose cash compensation for the most recent fiscal year exceeded $100,000director; and (iv)(iii) all executive officers and directors as a group. Except as indicated inAs the footnotes todate of this table and subject to applicable community property laws, the persons named in the table to our knowledge have sole voting and investment power with respect to all shares of securities shown as beneficially owned by them. The Certificate of Designations, Preferences and Rights of our Series A Convertible Preferred provides that for so long as Series A Preferred Stock is issued andAnnual Report, there were 6,738,062 outstanding the holders of Series A Preferred Stock shall vote together as a single class with the holders of our Common Stock, with the holders of Series A Preferred Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of Common Stock being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.



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Percentage of
Voting Power
 
    Shares     
of all
Outstanding
Classes
 
Name and Address (1)
 Office 
Beneficially
Owned (2)
  
Percent of
Class (3)
  
of Company
Stock (4)
 
            
Common Stock           
            
Marc Fogassa 
Director, Chairman,
Chief Executive Officer,
Chief Financial Officer,
Secretary and Treasurer
 496,221,803
(5)
  7.7%    
            
 
Sainte Valiere, LLC
 
   496,221,803
(6)
 7.7%    
            
Ambassador Paul Durand Director 2,879,190
(7)
 *  *  
            
Ambassador Roger Noriega Director 2,770,565
(7)
 *   * 
            
All executive officers and directors as a group (4 persons)   501,871,559
(5)(9)
 7.8%    
            
Series A Stock           
            
Marc Fogassa Director 1  100.0%  51.0% 
            
All executive officers and directors as a group (4 persons)   1  100.0% 51.0% 
            
Series B Stock           
            
Suter Family   375
(10)
 35.8%    
Michael Nazari   362
(10)
 34.6%    
John Helvin   117
(10)
 11.2%    
Matthew Taylor   97  9.3%    
Benjamin Khowong    63  6.0%    
            
Series C Stock           
            
Benjamin Khowong   200,000  100.0%    

———————
* Less than 1%
(1) Unless otherwise specified, the mailing address of each of the officers and directors set forth below is in care of Brazil Minerals, Inc., 1443 East Washington Boulevard, Suite 278, Pasadena, California 91104.  
(2) Beneficial ownership is determined in accordance with rules promulgated by the Commission.
(3) Based on 6,438,163,390 shares of common stock outstanding and computed in accordance with rules promulgated by the Commission.
(4) The holders of our Preferred Stock vote together as a single class with the holders of our Common Stock, with the holders of Preferred Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Preferred Stock then outstanding, and the holders of Common Stock being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. Based on their beneficial ownership of shares of Preferred Stock and Common Stock as of February 9, 2016, each person set forth in the table had the approximate percentage of the voting power of the common and preferred stock voting together as a single class as of such date set forth opposite their name.

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(5) Includes 496,141,804 shares of common stock owned by Sainte Valiere, LLC, a limited liability company owned by a trust of which Mr. Fogassa is the sole beneficiary and options owned by Sainte Valiere, LLC to purchase 79,999 shares of our common stock at $1.00 per share.stock.

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Name and Address of Beneficial Common Stock (2)  Series A Preferred Stock (3)  Series D Preferred Stock (4)  Combined Voting Power 
Owner (1) Number  %  Number  %  Number  %  Number(5)  %(6) 
Directors and Named Executive Officers:  
Marc Fogassa(7)  475,325   6.9%  1   100%  281,506   100.0%  4,228,739   63.7%
Ambassador Roger Noriega(8)  147,202   2.2%  -   -   13,500   5.9%  327,202   2.3%
Cassiopeia Olson, Esq.(9)  11,417   *   -   -   -   *   11,417   * 
Stephen R. Petersen, CFA(10)  27,862   *   -   -   -   *   27,862   * 
Gustavo Pereira de Aguiar(11)  21,255   *   -   -   -   *   21,255   * 
Brian W. Bernier(12)  44,652   *   -   -   -   *   44,652   * 
All executive officers and directors (9 persons)(13)  759,733   10.9%  1   100%  295,006   100.00%  4,693,147   65.4%
Over 5% Stockholders:                                
Marc Fogassa(7)  475,325   6.9%  1   100%  281,506   100.0%  4,228,739   63.7%

(1)The mailing address of each of the officers and directors as set forth above is c/o Atlas Lithium Corporation, 433 North Camden Drive, Suite 810, Beverly Hills, CA 90212.
(2)Each share of common stock is entitled to one vote.
(3)The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (“Series A Preferred”) provides that for so long as Series A Preferred is issued and outstanding, the holders of Series A Preferred shall vote together as a single class with the holders of common stock, with the holders of Series A Preferred being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Preferred then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. The one share of Series A Preferred is convertible into one share of common stock and may be converted at any time at the election of the holder.
(4)The Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (“Series D Preferred”) provides that for so long as Series D Preferred is issued and outstanding, the holders of Series D Preferred shall have no voting power in matters unrelated to the Series D Preferred until such time as the Series D Preferred is converted into shares of common stock. Each share of Series D Preferred is convertible into 13 and 1/3 shares of common stock and may be converted at any time at the election of the holder.
(5)Represents shares and rights on an as-converted to common stock basis.
(6)Represents percentage of voting power of our common stock, Series A Preferred, and Series D Preferred (on an as converted basis) voting together as a single class. As of the date of this Annual Report, 6,738,062 shares of our common stock were issued and outstanding, one share of our Series A Preferred was issued and outstanding, and 214,006 shares of our Series D Preferred were issued and outstanding. All outstanding shares of Series A Preferred and Series D Preferred are held by Marc Fogassa.
(7)Consists of 324,184 shares of our common stock owned by Marc Fogassa and his affiliates, 151,141 shares underlying vested options to purchase common stock, 1 share of Series A Preferred, 214,006 shares of Series D Preferred, and 67,500 shares underlying vested options to purchase Series D Preferred.
(8)Consists of 147,202 shares of common stock and 13,500 shares underlying vested options to purchase Series D Preferred.
(9)Consists of 750 shares of common stock and 10,667 shares underlying vested options to purchase common stock.
(10)Consists of 11,862 shares of common stock and 16,000 shares underlying vested options to purchase common stock.
(11)Consists of shares underlying vested options to purchase common stock.
(12)Consists of 43,577 shares of common stock and 1,075 shares underlying vested options to purchase common stock.
(13)Consists of 556,797 shares of common stock, 202,936 shares underlying vested options to purchase common stock, 1 share of Series A Preferred, 214,006 shares of Series D Preferred, and 81,000 shares underlying vested options to purchase Series D Preferred.

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(6) Includes options owned by Sainte Valiere, LLC to purchase 79,999 shares of our common stock at $1.00 per share.
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(7) Includes options to purchase 200,000 shares of our common stock at $0.58 per share, options to purchase 200,000 shares of our common stock at $0.09 per share, options to purchase 141,520 shares of our common stock at $0.0959 per share, options to purchase 188,430 shares of our common stock at $0.08175 per share, options to purchase 326,820 shares of our common stock at $0.05 per share and options to purchase 535,727 shares of our common stock at $0.0265 per share..

(8) Includes options to purchase 141,520 shares of our common stock at $0.0959 per share, options to purchase 326,820 shares of our common stock at $0.05 per share and options to purchase 535,727 shares of our common stock at $0.0265 per share.

(9) Includes options to purchase an aggregate of 4,047,541 shares of common stock at exercise prices ranging from $0.0265 to $1.00 per share.

(10) Includes of trusts of which the person or a member of the family is a trustee.


Item 13. Certain Relationships and Related Transactions, and Director Independence.


On September 15, 2021, the Company issued 214,006 shares of Series D Stock to Marc Fogassa for the conversion of $566,743 in convertible note principal and $75,276 of interest expense.

As further described in the notes to the financial statements included herein, the company holds a 45.11% equity interest in Apollo Resources and its subsidiary Mineração Apollo, Ltda.; and its 28.72% equity interest in Jupiter Gold, which includes the accounts of Jupiter Gold’s wholly-owned subsidiary, Mineração Jupiter Ltda.

During the year ended December 31, 2022, Apollo Resources granted options to purchase an aggregate of 225,000 shares of its common stock to Marc Fogassa at a price of $0.01 per share. The options were valued at $331,858 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the grant ($4.00 to $5.00), expected dividend yield of 0%, historical volatility calculated between 49.2% and 58.01%, risk-free interest rate between a range of 1.51% to 3.5%, and an expected term of 10 years. As of December 31, 2022, an aggregate 225,000 Apollo Resources common stock options were outstanding with a weighted average life of 9.33 years at an average exercise price of $0.01 and an aggregated intrinsic value of $1,125,000. Mr. Fogassa’s employment agreement with Apollo Resources stipulates an annual compensation of $275,000 for his services as the chief executive officer, and such amount may be paid in stock of Apollo Resources or in cash or as combination of stock and cash at the choice of Mr. Fogassa.

During the year ended December 31, 2022, Jupiter Gold granted options to purchase an aggregate of 525,000 shares of its common stock to Marc Fogassa at prices ranging between $0.01 to $1.00 per share. The options were valued at $103,707 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the grant ($0.58 to $1.25), expected dividend yield of 0%, historical volatility calculated between 97.3% and 225.8%, risk-free interest rate between a range of 1.51% to 3.5%, and an expected term between 5 and 10 years. As of December 31, 2022, an aggregate 1,905,000 Jupiter Gold common stock options were outstanding with a weighted average life of 4.74 years at an average exercise price of $0.57 and an aggregated intrinsic value of $1,077,050. Mr. Fogassa’s employment agreement with Jupiter Gold stipulates an annual compensation of $275,000 for his services as the chief executive officer, and such amount may be paid in stock of Jupiter Gold or in cash or as combination of stock and cash at the choice of Mr. Fogassa.

In addition, in 2021 and 2022, Jupiter Gold paid $27,477 and $7,354, respectively, for the medical, dental and vision insurance coverage for Mr. Fogassa and his dependents.

Director Independence

We believe

Our Board of Directors has determined that each of Ambassador Roger Noriega, Cassiopeia Olson, Esq, and Ambassador Paul DurandStephen Petersen, CFA, are "independent"“independent” as such term is defined with respect to directors by the NASDAQNasdaq Stock Market Rules.



Please refer to our disclosures in “Overview of Corporate Governance” and “Committees of our Board of Directors” for a more detailed discussion on these topics.

Item 14. Principal Accounting Fees and Services.


Audit Fees
On July 29, 2014 the Company engaged KLJ & Associates, LLP ("KLJ") as the Company's independent registered public accounting firm.

The Company paid KLJ an aggregate of $7,500 in 2014following table presents fees for the review of Quarterly Reports on Form 10-Q for the quarters ended June 30, 2014professional audit services and September 30, 2014.


On December 8, 2014 the Company engagedother services rendered to us by BF Borgers CPA PC ("Borgers"(“Borgers”) as the Company's independent registered public accounting firm. The aggregatefor our fiscal years ended December 31, 2022 and 2021.

Fee Type 2022  2021 
Audit Fees(1) $44,820  $44,820 
Audit-Related Fees(2)  —   — 
Tax Fees(3)  —   — 
All Other Fees(4)  —   — 
Total $44,820  $44,820 

(1) “Audit Fees” consist of fees that have been billed by Borgers for professional services rendered in connection with the audit of our annual financial statements, asreview of December 31, 2013our quarterly financial statements, and December 31, 2014services that are normally provided by Borgers in connection with statutory and regulatory filings or engagements.

(2)”Audit-Related Fees” consist of fees billed for professional services for assurance and related services that are reasonably related to the years then ended are $31,892.




On December 31, 2015 the Company engaged BF Borgers CPA PC ("Borgers") as the Company's independent registered public accounting firm forperformance of the audit or review of the Company'sour consolidated financial statements asand are not reported under “Audit Fees.”

(3) “Tax Fees” consist of December 31, 2015. The fee that wasfees billed for professional services rendered by Borgers for tax compliance, tax advice and tax planning.

(4) “All Other Fees” consist of fees billed for products and services other than the audit of our financial statements as of December 31, 2015 was $10,000 as of March 25, 2016. The Company expects that the total fees payable to Borgers for the audit of the Company's financial statements as of December 31, 2015 will be $31,000.



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services reported in Audit Fees, Audit-Related Fees,
and Tax Fees.

Audit-Related Fees

During 2014 and 20152021 or 2022, there were no fees paid to KLJ or Borgers in connection with our compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

No other fees were billed by KLJ or Borgers for the last two years that were reasonably related to the performance of the audit or review of our financial statements and not reported under "Audit Fees"“Audit Fees” above.

Tax Fees

There were no fees billed by KLJ or Borgers during the last two fiscal years for professional services rendered for tax compliance, tax advice, or tax planning. Accordingly, none of such services were approved pursuant to pre-approval procedures or permitted waivers thereof.

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All Other Fees

There were no other non-audit-related fees billed to us by KLJ or Borgers in 20142021 or 2015.

2022.

Pre-Approval Policies and Procedures

Engagement of accounting services by us is not made pursuant to any pre-approval policies and procedures. Rather, we believe that our accounting firm is independent because all of its engagements by us are approved by the Audit Committee of our Board of Directors prior to any such engagement.

Our Board of DirectorsAudit Committee will meet periodically to review and approve the scope of the services to be provided to us by its independent registered public accounting firm, as well as to review and discuss any issues that may arise during an engagement. The BoardAudit Committee is responsible for the prior approval of every engagement of our independent registered public accounting firm to perform audit and permissible non-audit services for us, such as quarterly financial reviews, tax matters, and consultation on new accounting and disclosure standards.

Before the auditors are engaged to provide those services, our Chief Financial Officer and Controller will make a recommendation to the Board of DirectorsAudit Committee regarding each of the services to be performed, including the fees to be charged for such services. At the request of the Board of Directors,Audit Committee, the independent registered public accounting firm and/or management shall periodically report to the Board of DirectorsAudit Committee regarding the extent of services being provided by the independent registered public accounting firm, and the fees for the services performed to date.



All services performed by and fees paid to Borgers for our fiscal years ended December 31, 2022 and 2021 were pre-approved by our audit committee.

PART IV


Item 15. Exhibits, Financial Statement Schedules


(a)Documents filed as part of this report.
(i)Financial Statements - see Item 8. Financial Statements and Supplementary Data
(ii)Financial Statement Schedules – None
(Financial statement schedules have been omitted either because they are not applicable, not required, or the information required to be set forth therein is included in the financial statements or notes thereto.)
(iii)Report of Independent Registered Public Accounting Firm.
(iv)Notes to Financial Statements.
(b)Exhibits
The exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report.


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BRAZIL MINERALS, INC.

ATLAS LITHIUM CORPORATION.

TABLE OF CONTENTS

DECEMBER 31, 2015

2022

Report of Independent Registered Public Accounting Firm (PCAOB ID: 5041) F-1F-2
Consolidated Balance Sheets as of December 31, 20152022 and 20142021 F-2F-3
Consolidated Statements of Operations and Comprehensive Loss for the YearYears Ended December 31, 20152022 and 2021F-4
and December 31, 2014 F-3
Consolidated Statements of Other Comprehensive Income (Loss) for the Year
Ended December 31, 2015 and December 31, 2014 F-4
Consolidated Statement of Stockholders'Stockholders’ Equity (Deficit)F-5
Consolidated Statements of Cash Flows for the Year
Years Ended December 31, 20152022 and December 31, 20142021F-6
Notes to the Consolidated Financial StatementsF-7 - F-22

F-1
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm

To the Boardshareholders and the board of Directors and Stockholdersdirectors of Brazil Minerals, Inc.:


Atlas Lithium Corporation.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Brazil Minerals, Inc. ("the Company")Atlas Lithium Corporation as of December 31, 20142022 and 2015 and2021, the related statementstatements of operations, stockholders'stockholders’ equity (deficit), and cash flows for the years then ended. ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audit.

We conducted our audit in accordanceare a public accounting firm registered with standards of the Public Company Accounting Oversight Board (United States). (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion. 

In our opinion, the financial statement referredmisstatement, whether due to above present fairly, in all material respects, the financial position of Brazil Minerals, Inc., as of December 31, 2014 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles in the United States of America.
error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included considerationAs part of our audits we are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company'seffectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
The accompanying

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, have been prepared assumingwhether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the Company will continueamounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a going concern. As discussed in Note 1reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters(2) involved our especially challenging, subjective, or complex judgments.

We determined that there are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

no critical audit matters.

/s/ B FS/ BF Borgers CPA PC

B F Borgers CPA PC
 (PCAOB ID 5041)

We have served as the Company’s auditor since 2015

Lakewood, CO
April 14, 2016

March 30, 2023

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F-1
BRAZIL MINERALS, INC.

ATLAS LITHIUM CORPORATION

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER

As of December 31, 2015 AND 2014

  December 31, 2015  December 31, 2014 
Current assets:    
Cash and cash equivalents $64,364  $19,776 
Accounts receivable  2,886   - 
Taxes recoverable  50,100   71,924 
Prepaid expenses  -   45,648 
Inventory  145,079   210,427 
Deposits and advances  -   67,299 
Loan receivable-related party  -   123,691 
Total current assets  262,429   538,765 
         
Capital assets:        
Property and equipment, net of accumulated depreciation  361,563   522,775 
Other assets:        
Investment under the equity method  -   164,600 
Intangible assets  508,865   124,245 
Total assets $1,132,857  $1,350,385 
         
Liabilities and Stockholders' Deficit        
Current liabilities:        
Accrued expenses and accounts payable $471,337  $533,165 
Customer deposits  -   293,630 
Convertible notes payable, net of debt discount of $49,182 and $507,464  491,698   717,272 
Derivative liabilities  281,345   1,506,290 
Related party payable  160,214   12,500 
Total current liabilities  1,404,594   3,062,857 
         
Long term liabilities        
Customer deposits, net of current portion  -   250,000 
Convertible notes payable, net of current portion and discount of $83,852  116,148   - 
Deferred revenue - non-current        
Total liabilities  1,520,742   3,312,857 
         
Stockholders' deficit:        
Series A preferred stock, $0.001 par value, 10,000,000 shares authorized; 1 share issued and outstanding  1   1 
Series B preferred stock, $0.001 par value, 1,000,000 shares authorized; 1,047 share issued and outstanding  1,560,433   - 
Series C preferred stock, $0.001 par value, 1,000,000 shares authorized; 200,000 shares issued and outstanding  250,000   - 
Common stock , $0.001 par value, 7,000,000,000 and 300,000,000 shares authorized; 6,219,391,446 and 118,618,373 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively  6,219,392   118,618 
Additional paid-in capital  36,146,689   40,483,759 
Accumulated other comprehensive loss  (678,830)  (365,473)
Stock warrants  218,656   218,656 
Accumulated deficit  (44,235,280)  (42,418,033)
Total Brazil Minerals, Inc. stockholders' deficit  (518,939)  (1,962,472)
Non-controlling interest  131,054   - 
Total stockholders' deficit  (387,885)  (1,962,472)
 Total liabilities and stockholders' deficit $1,132,857  $1,350,385 
2022 and December 31, 2021

  December 31,  December 31, 
  2022  2021 
       
ASSETS        
Current assets:        
Cash and cash equivalents $280,525  $22,776 
Accounts receivable  91   1,401 
Taxes recoverable  17,705   16,507 
Deposits and advances  47,093   17,246 
Total current assets  345,414   57,930 
Property and equipment, net  217,550   53,827 
Intangible assets, net  4,971,267   1,302,440 
Equity investments  150,000   150,000 
Total assets $5,684,231  $1,564,197 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current liabilities:        
Accounts payable and accrued expenses $2,776,474  $988,238 
Related party notes and other payables  21,493   10,167 
Total current liabilities  2,797,967   998,405 
Other noncurrent liabilities  78,964   108,926 
Total liabilities  2,876,931   1,107,331 
         
Stockholders’ deficit:        
Series A preferred stock, $0.001 par value. 10,000,000 shares authorized; 1 share issued and outstanding as of December 31, 2022 and December 31, 2021, respectively  1   1 
Series D preferred stock, $0.001 par value. 1,000,000 shares authorized; 214,006 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively  214   214 
Preferred stock value        
Common stock, $0.001 par value. 4,000,000,000 and 3,250,000,000 authorized; 5,110,014 and 4,145,575 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively  5,111   4,144 
Additional paid-in capital  62,258,116   54,571,411 
Accumulated other comprehensive loss  (981,040)  (712,810)
Accumulated deficit  (59,585,949)  (54,957,429)
Total Atlas Lithium stockholders’ equity (deficit)  1,696,453   (1,094,469)
Non-controlling interest  1,110,847   1,551,335 
Total stockholders’ equity  2,807,300   456,866 
Total liabilities and stockholders’ equity $5,684,231  $1,564,197 

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

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BRAZIL MINERALS, INC.

ATLAS LITHIUM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER AND COMPREHENSIVE LOSS

For the years ended December 31, 2015 AND 2014

  
Year Ended
December 31, 2015
  
Year Ended
December 31, 2014
 
     
Revenues $63,610  $492,129 
         
Costs of goods sold:        
Production expenses  163,149   441,132 
Mining tax  -   5,474 
Total cost of goods sold  163,149   446,606 
Gross profit (loss)  (99,539)  45,523 
         
Operating expenses:        
Professional fees  143,779   254,487 
Consulting fees  -   12,200 
General and administrative expenses  665,160   868,399 
Compensation and related costs  216,172   191,979 
Stock based compensation  158,146   574,280 
Depreciation  -   216 
Total operating expenses  1,183,257   1,901,561 
         
Loss from operations  (1,282,796)  (1,856,038)
         
Other expense (income)        
(Gain) loss on derivative liabilities  (1,286,573)  619,384 
Interest on promissory notes  137,725   94,324 
Amortization of debt discount and other fees  1,025,221   733,282 
Loss on extinguishments of debt  719,119   97,898 
Other  (20)  - 
Total other expense (income)  595,472   1,544,888 
         
Loss before provision for income taxes  (1,878,268)  (3,400,926)
         
Provision for corporate income taxes  -   (27,809)
         
Net loss $(1,878,268) $(3,428,735)
         
Loss attributable to non-controlling interest  61,021   (7,908)
         
Loss attributable to Brazil Minerals Inc. $(1,817,247) $(3,436,643)
         
Net loss per share: Basic $(0.00) $(0.04)
Net loss per share: Diluted $(0.00) $(0.04)
Weighted average number of shares outstanding: Basic  2,386,196,346   81,692,030 
Weighted average number of shares outstanding: Diluted  2,386,196,346   81,692,030 
2022 and 2021

  2022  2021 
  Years ended December 31 
  2022  2021 
       
Revenue  6,765   10,232 
Cost of revenue  63,548   245,810 
Gross loss  (56,783)  (235,578)
Operating expenses        
Professional fees  235,761   259,547 
General and administrative  1,564,466   1,114,061 
Compensation and related costs  921,970   436,560 
Stock based compensation  2,269,566   1,470,346 
Other operating expenses  455,221   - 
Total operating expenses  5,446,984   3,280,514 
Loss from operations  (5,503,767)  (3,516,092)
Other expense (income)        
Interest on promissory notes  -   240,760 
Amortization of debt discounts and other fees  -   12,839 
Extinguishment of debt  -   255,991 
Other expense (income)  155,812   (217)
Total other expense  155,812   509,373 
Loss before provision for income taxes  (5,659,579)  (4,025,465)
Provision for income taxes  -   - 
Net loss  (5,659,579)  (4,025,465)
Loss attributable to non-controlling interest  (1,031,059)  (1,253,107)
Net loss attributable to Atlas Lithium stockholders $(4,628,520) $(2,772,358)
         
Basic and diluted loss per share        
Net loss per share attributable to Atlas Lithium common stockholders $(1.00) $(0,75)
         
Weighted-average number of common shares outstanding:        
Basic and diluted  4,610,681   3,689,664 
         
Comprehensive loss:        
Net loss $(5,659,579) $(4,025,465)
Foreign currency translation adjustment  (277,659)  56,815 
Comprehensive loss  (5,937,238)  (3,968,650)
Comprehensive loss attributable to noncontrolling interests  (1,040,488)  (1,258,595)
Comprehensive loss attributable to Atlas Lithium stockholders $(4,896,750) $(2,710,055)

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

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BRAZIL MINERALS, INC.

ATLAS LITHIUM CORPORATION

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE (LOSS)

FOR THE YEARS ENDED DECEMBERCHANGES IN STOCKHOLDERS’ EQUITY

For the years ended December 31, 2015 AND 2014

  
Year Ended
December 31, 2015
  
Year Ended
December 31, 2014
 
     
Net loss $(1,878,268) $(3,436,643)
         
Foreign currency translation:        
     Change in cumulative translation adjustment  (313,357)  (138,773)
     Income tax benefit (expense)  -   - 
Total comprehensive net loss $(2,191,625) $(3,575,416)
Total comprehensive net loss attributable to non-controlling interest  -   - 
Total comprehensive net loss attributable to Brazil Minerals, Inc. $(2,191,625) $(3,575,416)
2022 and 2021

 Shares  Value  Shares  Value  Shares  Value  Capital  Loss  Deficit  Interests  (Deficit) 
  Series A Preferred Stock  Series D Preferred Stock  Common Stock  Additional
Paid-in		  Accumulated
Other
Comprehensive		  Accumulated  Non
controlling		  Total
Stockholders’
Equity		 
 Shares  Value  Shares  Value  Shares  Value  Capital  Loss  Deficit  Interests  (Deficit) 
Balance, December 31, 2020  1  $1   -  $-   2,663,907  $2,664  $49,484,382  $(775,113) $(52,185,071) $1,976,885  $(1,496,252)
                                             
Conversion of related party convertible notes and other indebtedness into Series D preferred stock  -   -   214,006   214   -   -   641,804   -   -   -   642,018 
Issuance of common stock in connection with sales made under private offerings  -   -   -   -   232,026   232   940,777   -   -   -   941,009 
Issuance of common stock in connection with the exercise of common stock options  -   -   -   -   529,224   529   149,471  -   -   70,700   220,700 
Issuance of common stock in exchange for consulting, professional and other services  -   -   -   -   22,134   22   165,513   -   -   31,845   197,380 
Issuance of common stock warrants in connection with the issuance of convertible debenture(s)  -   -   -   -   -   -   356,827   -   -   -   356,827 
Conversion of convertible debenture(s) and other indebtedness into common stock  -   -   -   -   698,281   699   1,362,289   -   -   -   1,362,988 
Stock based compensation  -   -   -   -   -   -   1,470,346   -   -   -   1,470,346 
Change in foreign currency translation  -   -   -   -   -   -   -   62,303   -   (5,488)  56,815 
Sale of Jupiter Gold common stock in connection with equity offerings  -   -   -   -   -   -   -   -   -   118,000   118,000 
Sale of Apollo Resources common stock in connection with equity offerings  -   -   -   -   -   -   -   -   -   612,500   612,500 
Change in noncontrolling interest(s)  -   -   -   -   -   -   -   -   -   -   - 
Net loss  -   -   -   -   -   -   -   -   (2,772,358)  (1,253,107)  (4,025,465)
                                             
Balance, December 31, 2021  1  $1   214,006  $214   4,145,572  $4,146  $54,571,409  $(712,810) $(54,957,429) $1,551,335  $456,866 
Balance  1  $1   214,006  $214   4,145,572  $4,146  $54,571,409  $(712,810) $(54,957,429) $1,551,335  $456,866 
                                             
Issuance of common stock in connection with sales made under private offerings  -   -   -   -   696808   697   3,901,659   -   -   -   3,902,356 
Issuance of common stock in connection with purchase of mining rights  -   -   -   -   116,959   117   999,883   -   -   -   1,000,000 
Exercise of warrants  -   -   -   -   135,631   136   (136)                
Stock based compensation  -   -   -   -   15,044   15   2,269,551   -   -   -   2,269,566 
Change in foreign currency translation  -   -   -   -   -   -   -   (268,230)  -   (9,429)  (277,659)
Sale of Jupiter Gold common stock in connection with equity offerings  -   -   -   -   -   -   414,875   -   -   75,000   489,875 
Sale of Apollo Resources common stock in connection with equity offerings  -   -   -   -   -   -   100,875   -   -   525,000   625,875 
Net loss  -   -   -   -   -   -   -   -   (4,628,520)  (1,031,059)  (5,659,579)
                                             
Balance, December 31, 2022  1  $1   214,006  $214   5,110,014  $5,111  $62,258,116  $(981,040) $(59,585,949) $1,110,847  $2,807,300 
Balance  1  $1   214,006  $214   5,110,014  $5,111  $62,258,116  $(981,040) $(59,585,949) $1,110,847  $2,807,300 

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

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BRAZIL MINERALS, INC.

ATLAS LITHIUM CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBERCASH FLOWS

For the years ended December 31, 2015 AND 2014

  Series B Preferred Stock  Series C Preferred Stock  Common Stock               
  Shares  Amount  Shares  Amount  Shares  Amount  Additional Paid-in Capital  Accumulated Other Comprehensive Loss  Common Stock Warrants  Deferred Stock Compensation  Accumulated Deficit  Non-Controlling Interest  Stockholders' Equity (Deficit) 
                           
December 31, 2013  -  $-   -  $-   74,639,834  $74,640  $39,334,784  $(226,700) $129,772  $(69,611) $(38,981,390) $409,962  $671,457 
                                                     
Shares issued for cash  -   -   -   -   9,147,618   9,148   383,852   -   -   -   -   -   393,000 
Shares issued for conversion of debt  -   -   -   -   23,531,590   23,531   333,691   -   -   -   -   -   357,222 
Shares issued for services  -   -   -   -   4,104,797   4,105   310,439   -   -   69,611   -   -   384,155 
Shares issued for mineral properties  -   -   -   -   626,677   626   43,242   -   -   -   -   -   43,868 
Shares issued for investment in MDB  -   -   -   -   2,817,857   2,818   209,282   -   -   -   -   -   212,100 
Shares issued for diamond transactions  -   -   -   -   3,750,000   3,750   331,346   -   -   -   -   -   335,096 
Stock options issued with sale of shares for cash  -   -   -   -   -   -   93,280   -   -   -   -   -   93,280 
Stock options issued for services  -   -   -   -   -   -   190,175   -   -   -   -   -   190,175 
Warrants issued with convertible debt  -   -   -   -   -   -   -   -   88,884   -   -   -   88,884 
Extinguishment of convertible debt  -   -   -   -   -   -   97,898   -   -   -   -   -   97,898 
Non-controlling interest  -   -   -   -   -   -   (844,230)  -   -   -   (7,908)  (409,962)  (1,262,100)
Foreign currency translation  -   -   -   -   -   -   -   (138,773)  -   -   -   -   (138,773)
Net loss  -   -   -   -   -   -   -   -   -   -   (3,428,735)  -   (3,428,735)
                                                     
December 31, 2014  -  $-   -  $-   118,618,373  $118,618  $40,483,759  $(365,473) $218,656  $-  $(42,418,033) $-  $(1,962,472)
                                                     
Shares issued for cash  279   270,000   -   -   1,600,897,436   1,600,897   (1,396,397)  -   -   -   -   -   474,500 
Shares issued for conversion of debt  100   166,667   -   -   5,031,333,042   5,031,333   (3,733,201)  -   -   -   -   -   1,464,799 
Shares issued for services  -   -   -   -   7,409,184   7,409   17,399   -   -   -   -   -   24,808 
Shares returned in exchange of Series C Preferred Stock  -   -   200,000   250,000   (1,000,000,000)  (1,000,000)  920,000   -   -   -   -   -   170,000 
Shares issued to CEO in satisfaction of $25,000  -   -   -   -   461,760,088   461,760   (362,795)  -   -   -   -   -   98,965 
Shares returned in connection with RST  -   -   -   -   (626,677)  (626)  (55,907)  -   -   -   -   -   (56,533)
Series B Preferred Stock issued exchanged in diamond contract  668   1,113,333   -   -   -   -   -   -   -   -   -   -   1,113,333 
Accrual of Series B Preferred Stock dividends  -   10,433   -   -   -   -   (10,433)  -   -   -   -   -   - 
Beneficial conversion on convertible notes payable  -   -   -   -   -   -   87,720   -   -   -   -   -   87,720 
Options issued for services  -   -   -   -   -   -   151,700   -   -   -   -   -   151,700 
Options issued with notes payable  -   -   -   -   -   -   44,845   -   -   -   -   -   44,845 
Non-controlling interest  -   -   -   -   -   -   -   -   -   -   61,021   131,054   192,075 
Foreign currency translation  -   -   -   -   -   -   -   (313,357)  -   -   -   -   (313,357)
Net loss  -   -   -   -   -   -   -   -   -   -   (1,878,268)  -   (1,878,268)
                                                     
December 31, 2015  1,047  $1,560,433   200,000  $250,000   6,219,391,446  $6,219,392  $36,146,689  $(678,830) $218,656  $-  $(44,235,280) $131,054  $(387,885)
2022 and 2021

  2022  2021 
  Years ended December 31 
  2022  2021 
       
Cash flows from operating activities of continuing operations:        
Net loss $(5,659,579)  (4,025,465)
Adjustments to reconcile net loss to cash used in operating activities:        
Stock based compensation and services  2,269,566   1,653,738 
Amortization of debt discounts  -   44,019 
Common stock issued in satisfaction of other financing costs  -   91,996 
Convertible debt issued in satisfaction of other financing costs  -   35,551 
Preferred stock issued in satisfaction of interest and other financing costs  -   75,276 
Loss on extinguishment of debt  -   255,992 
Depreciation and amortization  13,806   37,328 
Intangible assets purchases payables  2,367,600   - 
General provisions  155,812   11,246 
Changes in operating assets and liabilities:        
Accounts receivable  1,310   17,917 
Taxes recoverable  (1,198)  - 
Deposits and advances  (29,847)  (15,873)
Accounts payable and accrued expenses  (568,038)  720,717 
Other noncurrent liabilities  (29,962)  (4,122)
Net cash used in operating activities  (1,480,530)  (1,101,680)
         
Cash flows from investing activities:        
Acquisition of capital assets  (177,529)  (6,856)
Increase in intangible assets  (2,668,827)  (954,506)
Net cash used in investing activities  (2,846,356)  (961,362)
         
Cash flows from financing activities:        
Loan from officer  -   24,488 
Net proceeds from sale of common stock  3,902,356   1,074,558 
Proceeds from sale of subsidiary common stock to noncontrolling interests  600,000   801,200 
Proceeds from convertible notes payable  -   125,000 
Repayment of loans payable  -   (235,308)
Net cash provided by financing activities  4,502,356   1,789,938 
         
Effect of exchange rates on cash and cash equivalents  82,279   42,282 
Net increase (decrease) in cash and cash equivalents  257,749   (230,822)
Cash and cash equivalents at beginning of period  22,776   253,598 
Cash and cash equivalents at end of period $280,525  $22,776 
         
         
Supplemental disclosure of non-cash investing and financing activities:        
Related party convertible note payable exchanged for stock $-  $566,743 
Shares issued in connection with conversion of debt and accrued interest $-  $1,362,245 
Common stock warrants issued in connection with convertible promissory notes $-  $40,019 

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

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BRAZIL MINERALS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
  
Year Ended
December 31, 2015
  
Year Ended
December 31, 2014
 
CASH FLOWS FROM OPERATING ACTIVITIES:    
Loss for the period attributable to Brazil Minerals, Inc. $(1,878,268) $(3,436,643)
Adjustments to reconcile net loss to net cash
  used in operating activities:
        
Non-controlling interest  -   7,908 
Stock based compensation and services  159,008   574,280 
Amortization of prepaid option expense as cost of goods sold  -   5,776 
Forgiveness of related party receivable  93,580   - 
Loss (gain) on derivative liability  (1,286,573)  619,384 
Amortization of debt discount  730,131   708,876 
Excess fair market value of common stock issued in satisfaction of liabilities  288,783   - 
Additional expense related to exchange of Series C for customer deposits and derivative liability  455,460     
Loss on extinguishment of debt  -   97,898 
Depreciation and amortization  56,328   216 
Change in assets and liabilities:        
Taxes recoverable  21,824   (28,700)
Prepaid expenses  45,648   41,856 
Accounts receivable  (2,886)  - 
Deposits and advances  67,299   (61,798)
Inventory  65,348   (64,255)
Accrued expenses and accounts payable  75,900   410,067 
Accrued salary due to officer  142,500   - 
Customer deposits  -   878,726 
Net cash used in operating activities  (965,918)  (246,409)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Acquisition of capital assets  (10,019)  (92,917)
Advances to related party  (14,743)  (83,041)
Purchase of noncontrolling interest  -   (1,050,000)
Investment accounted for by the equity method  -   (120,732)
Increase in intangible assets  -   (9,342)
Net cash used in investing activities  (24,762)  (1,356,032)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Loan from officer  30,214   - 
Net proceeds from sale of common stock  204,500   393,000 
Payment of notes payable  (92,152)  - 
Proceeds from sale of preferred stock  305,000   - 
Proceeds from convertible notes payable  620,566   1,288,205 
Repayment of convertible note payable  -   (25,000)
Net cash provided by financing activities  1,068,128   1,656,205 
         
Effect of exchange rate changes on cash  (32,860)  (138,773)
         
Net increase in cash and cash equivalents  44,588   (85,009)
         
Cash and cash equivalents, beginning of period  19,776   104,785 
         
Cash and cash equivalents, end of period $64,364  $19,776 
         
Supplemental Cash Flow Information        
Cash paid for interest $-  $- 
Cash paid for income taxes $-  $16,998 
         
Supplemental Non-Cash Investing and Financing Information        
Purchase of equipment offset by related party receivable $44,854  $- 
Note issued in connection with RST acquisition $124,680  $- 
Increase in non-controlling interest of RST $290,517  $- 
Share options issued as prepaid expense $-  $93,280 
Shares issued for equity investment $-  $43,868 
Shares issued in connection with conversion of debt and accrued interest $1,141,630  $357,222 
Value of stock options and beneficial conversion feature recorded with notes payable $132,566  $- 
Discount on notes payable related to fair market value of derivative liability $203,780  $- 
Conversion of notes payable into Series B preferred stock $100,000  $- 
Exchange of common stock into Series C preferred stock $55,000  $- 
Shares issued in connection with diamond purchase agreement $-  $335,096 
Shares issued for increase in investment in subsidiary $-  $212,100 
Removal of investment through return of common stock $56,533  $- 
Removal of derivative liability and customer deposits with Series B $638,790  $- 
The accompanying notes are an integral part of these consolidated financial statements.
F-6
BRAZIL MINERALS, INC.

ATLAS LITHIUM CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014


NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization and Description of Business

Brazil Minerals, Inc. ("BMIX"

Atlas Lithium Corporation (“Atlas Lithium” or the "Company"“Company”) was incorporated as Flux Technologies, Corp. under the laws of the State of Nevada, U.S. on December 15, 2011. The Company through subsidiaries, mineschanged its management and sells diamonds, gold, sand and mortar. The Company, through subsidiaries, outright or jointly owns 11 mining concessions and 15 other mineral rights in Brazil, almost all for diamonds and gold. The Company, through subsidiaries, owns a large alluvial diamond and gold processing and recovery plant, a sand processing and mortar plant, and several pieces of earth-moving capital equipment used for mining as well as machines for sand processing and preparation of mortar.


Onbusiness on December 18, 2012, the Company entered intoto focus on mineral exploration.

Basis of Presentation and consummated an acquisition agreement with Brazil Mining, Inc. ("BMI") whereby BMI agreed to transfer to the Company certain mining and exploration rights, in exchange for 35,783,342 shares of the Company. At the same time, the previous sole director surrendered for voluntary cancellation, 99,999,000 shares of common stock of the Company such that, upon the transaction and a simultaneous private placement by the Company of its common stock, BMI owned 51% of the outstanding common stock of the Company. The Company changed its name to Brazil Minerals, Inc. on December 24, 2012.  See Note 2 for additional information.


Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are expressed in United States dollars. For the years ended December 31, 2022 and 2021, the consolidated financial statements include the accounts of the Company andCompany; its 99.99%99.99% owned subsidiary, BMIX Participações Ltda. ("BMIX Subsidiary"(“BMIXP”), which at December 31, 2013 owned 55%includes the accounts of BMIXP’s wholly-owned subsidiary, Mineração Duas Barras Ltda. ("MDB"(“MDB”). During the year ended December 31, 2014, the BMIX Subsidiary acquired the remaining 45% of MDB. Thus, as of December 31, 2015, and 2014, MDB is a whollyBMIXP’s 50% owned subsidiary, and has been consolidated within the Company's financial statements. See Note 2 for additional information.


During the year ended December 31, 2014, the BMIX Subsidiary acquired an initial 25% interest in RST Recursos Minerais Ltda. ("RST"(“RST”), and during the first quarter of 2015, it acquired an additional 25% interest in RST, thus bringing; its total ownership of RST to 50%. As of March 18, 2015, RST has been consolidated within the Company's financial statements.

On April 17, 2015, the BMIX Subsidiary incorporated99.99% owned subsidiary, Hercules Resources Corporation ("HRC"(“HRC”). On May 27, 2015, HRC formalized title to 99.99%, which includes the accounts of HRC’s wholly-owned subsidiary, Hercules Brasil Comercio e Transportes Ltda. ("(“Hercules Brasil"Brasil”). Thus, as; its 45.11% equity interest in Apollo Resources Corporation (“Apollo Resources”) and its subsidiary Mineração Apollo, Ltda.; and its 28.72% equity interest in Jupiter Gold Corporation (“Jupiter Gold”), which includes the accounts of December 31, 2015, Hercules Brasil is a wholly ownedJupiter Gold’s wholly-owned subsidiary, Mineração Jupiter Ltda. The Company has concluded that Apollo Resources, Jupiter Gold and hastheir subsidiaries are variable interest entities (“VIE”) in accordance with applicable accounting standards and guidance. As such, the accounts and results of Apollo Resources, Jupiter Gold and their subsidiaries have been consolidated withinincluded in the Company'sCompany’s consolidated financial statements.

All material intercompany accounts and transactions have been eliminated in consolidation.


Going Concern
The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has limited working capital, has incurred losses in each of the past two years, and has not yet received material revenues from sales of products or services. These factors create substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

F-7




BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


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

The ability of the Company to continue as a going concern is dependent on the Company generating cash from its operations, the sale of its stock, and/or obtaining debt financing. During the year ended December 31, 2015, the Company funded operations through the receipt of proceeds from equity and debt sales. Subsequent to December 31, 2015, and until March 31, 2016, the Company has received $118,000 in proceeds related to sales of equity; it sold no debt. Management's plan to fund its capital requirements and ongoing operations include an increase in cash received from sales of diamond and gold derived from mining new areas, and an increase in cash received from mortar and sand sales, all of which are expected to occur within 2016. Management's secondary plan to cover any shortfall is selling its equity securities and obtaining debt financing. There can be no assurance the Company will be successful in these efforts.

Basis of Presentation
The consolidated financial statements of the Company have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles ("GAAP") of the United States of America and are presented in U.S. dollars.

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.

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Table of Contents

Fair Value of Financial Instruments

The Company follows the guidance of Accounting Standards Codification ("ASC"(“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 our Company. Unobservable inputs are inputs that reflect our Company'sCompany’s 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.

F-8




BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


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

As of December 31, 20152022, and 2014,2021, the Company'sCompany’s derivative liabilities were considered a level 2 liability. See Note 43 for a discussion regarding the determination of the fair market value. The Company does not have any level 3 assets or liabilities.


The Company'sCompany’s financial instruments consist of cash and cash equivalents, accounts receivable, taxes recoverable,receivable, prepaid expenses, inventory, deposits and other assets, accounts payable and accrued expenses, deferred revenue and convertible notes payable.expenses. 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.


Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent that the funds are not being held for investment purposes. The Company'sCompany’s bank accounts are deposited in FDIC insured institutions. Funds held in U.S. banks are insured up to $250,000$250,000 and funds held in Brazilian banks are insured up to R$250,000 Brazilian Reais (translating into approximately $64,025$47,913 as of December 31, 2015)2022).


Inventory
Inventory consists

Accounts Receivable

Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management’s assessment of rough diamonds, gold, ore stockpile, parts, supplies and related production costs and is stated at lowerthe collectability of cost or market. Thetrade receivables. A considerable amount of any write-downjudgment is required in assessing the amount of inventoriesthe allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to net realizable value and all losses, are recognizeddeteriorate, resulting in their inability to make payments, a specific allowance will be required.

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Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the write-down of loss occurs. At December 31, 2015 and 2014,payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all inventory consisted primarily of rough ore stockpile for diamonds and gold. No value was placed on sand.


Value-Added attempts to collect a receivable have failed, the receivable is written off against the allowance.

Taxes Receivable

The Company records a receivable for value added taxes recoverablereceivable from Brazilian authorities on goods and services purchased by its Brazilian subsidiaries. The Company intends to recover the taxes through the acquisition of capital equipment from sellers who accept tax credits as payments. As of December 31, 2015, the Company's taxes receivable consist of $50,100 and are expected to be recovered through the acquisition of a Mercedes Benz truck model Accelo 1016/44 in April of 2016.


Investment under the Equity Method
In June 2014, the Company entered into an agreement to purchase 25% of the equity of RST Recursos Minerais Ltda ("RST") for cash payments of 250,000 Brazilian Reals and the issuance of shares of the Company's common stock valued at 100,000 Brazilian Reals. In connection with this agreement the Company issued 1,428,572 shares of common stock with a value of $43,868 and made cash payments of $107,858. As of December 31, 2014, the investment was accounted for using the equity method. Effective March 18, 2015, the Company purchased an additional 25% of RST. See Note 2 for additional information. The remaining 50% interest in RST is owned by Brazil Mining, Inc. ("BMI"), a related party. RST's assets are 10 mining concessions (the highest level of mineral right in Brazil) for diamond and gold as well as 12 other mineral rights. Income and expenses related to RST were insignificant during the year ended December 31, 2015. At the date of acquisition of the additional ownership percentage, the Company accounted for the investments in RST as a business combination.

F-9




BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


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

Property and Equipment

Property and equipment are stated at cost.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 10ten years; vehicles are depreciated over an estimated life of four years; and computer and other office equipment over an estimated useful life of three (3) years. As of December 31, 2015 and 2014, all property and equipment related to the diamond, sand and mortar processing plants and other production machinery except for approximately $1,300 in computer equipment. Accumulated depreciation as of December 31, 2015, was $157,381.


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 the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company'sCompany’s 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'assets’ carrying amount. As of December 31, 20152022 and 2014,2021, the Company did not recognize any impairment losses related to mineral properties held.


Intangible Assets

For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values, unless the values of neither the assets received nor the assets transferred are determinable within reasonable limits, in which case the assets received are measured based on the carrying values of the assets transferred. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Intangible assets consist of mineral right agreementsrights awarded by the Brazilian national mining department and held by MDBthe Company’s subsidiaries.

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Impairment of Intangible Assets with Indefinite Useful Lives

The Company accounts for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and RST.

F-10




BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014

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

Other (“ASC 350”). ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated for impairment at least annually. On an annual basis, in the fourth quarter of the fiscal year, management reviews intangible assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount. If it is determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the intangible asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash flow. Impairment, if any, is measured as the amount by which an indefinite-lived intangible asset’s carrying amount exceeds its fair value.

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, the Company continually monitors 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, the Company assesses 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, the Company recognizes 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.

Convertible Instruments

The Company evaluates 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.

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Table of Contents

The Company accounts 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

The Company determines at the inception of each arrangement whether an entity in which the Company holds an investment or in which the Company has other variable interests in is considered a variable interest entity. The Company consolidates VIEs when it is 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, the Company assesses 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 the Company is the primary beneficiary. If the Company is not the primary beneficiary in a VIE, the Company accounts for the investment under the equity method or cost method in accordance with the applicable GAAP.

The Company has 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 the Company, through governance rights, the Company has the power to direct the activities that are most significant to Apollo Resources and Jupiter Gold. Therefore, the Company concluded that it is the primary beneficiary of both Apollo Resources and Jupiter Gold.

Revenue Recognition

The Company recognizes revenue when products are fully deliveredunder ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services have been providedto customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

●Step 1: Identify the contract with the customer
●Step 2: Identify the performance obligations in the contract
●Step 3: Determine the transaction price
●Step 4: Allocate the transaction price to the performance obligations in the contract
●Step 5: Recognize revenue when the company satisfies a performance obligation

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Table of Contents

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and collectionidentify each promised good or service that is reasonably assured.  Typically, the Company records revenues upon deliverydistinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the productsfollowing criteria are met:

●The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer
●The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

●Variable consideration
●Constraining estimates of variable consideration
●The existence of a significant financing component in the contract
●Non-cash consideration
●Consideration payable to a customer

Variable consideration is included in the transaction price only to the customer. Asextent that it is probable that a significant reversal in the amount of December 31, 2015 and 2014,cumulative revenue recognized will not occur when the Company had deposits of $0 and $543,630, respectively, relateduncertainty associated with the variable consideration is subsequently resolved.

The transaction price is allocated to proceeds received for future diamond and gravel sales which have been recordedeach performance obligation on a relative standalone selling price basis.

The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as customer deposits. A portion of these deposits were previously recorded as long term as the agreements provide for the delivery of diamonds in excess of one year from the balance sheet date. See Note 4 and 6 for additional information related to these agreements.


appropriate.

Costs of Goods Sold

Included within costs of goods sold are the costs of cutting and polishing rough diamonds, and costs of production such as diesel fuel, labor, and transportation.

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Table of Contents

Stock-Based Compensation

The Company records 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'semployee’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 U.S. Treasury yield curve in effect at the time of grant.

We use

The Company utilizes 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'smanagement’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.

F-11






BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


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

On June 20, 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Equity classified share-based payments for employees was fixed at the time of grant. Equity-classified nonemployee share-based payment awards are measured at the grant date of the award which is the same as share-based payments for employees. The Company has adopted a stock plan to attract, retain and motivate its directors, officers, employees, consultants and advisors. The Company's stock plan provides for the issuancerequirements of up to 15,000,000 common shares for employees, consultants, directors, and advisors.


the new rule as of January 1, 2019, the effective date of the new guidance.

Foreign Currency

The Company'sCompany’s 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 the Company'sCompany’s consolidated statements of operations were negligible for all yearsperiods presented.


Income Taxes

We account

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of December 31, 20152022 and 2014,2021, the Company'sCompany’s deferred tax assets had a full valuation allowance.

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Table of Contents

Under ASC 740, a tax position is recognized as a benefit only if it is "more“more likely than not"not” that the tax position would be sustained in a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the "more“more likely than not"not” test, no tax benefit is recorded. The Company has identified the United States Federal tax returns as its "major"“major” tax jurisdiction.


On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (“TCJA”), which instituted fundamental changes to the taxation of multinational corporations, including a reduction the U.S. corporate income tax rate to 21% beginning in 2018.

The TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of certain of the Company’s foreign subsidiaries as of December 31, 2017. To determine the amount of this transition tax, the Company must determine the amount of earnings generated since inception by the relevant foreign subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings, in addition to potentially other factors. The Company believes that no such tax will be due since its Brazilian subsidiaries have, when required, paid taxes locally and that they have incurred a cumulative operating deficit since inception.

Basic Income (Loss) Per Share

The Company computes loss per share in accordance with ASC Topic 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. As of December 31, 2015 and 2014, the Company's potentially dilutive securities relate to common stock issuable in connection with convertible notes payable, options and warrants. Dilutive loss per share for the years ended December 31, 2015 and 2014 excludes all potential common shares if their effect is anti-dilutive. As of December 31, 2015,2022, if all holders of preferred stock, convertible notes payable, options and warrants exercised their right to convert their securities to common stock, the common stock issuable would be in excess of the Company'sCompany’s authorized, but unissued shares of common stock.


F-12




BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


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

Other Comprehensive Income

Other comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, other than net income and including foreign currency translation adjustments.


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 financial position.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below:

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In April 2015,August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting Standard Update ("ASU") 2015-03, Simplifyingfor Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 will simplify the Presentationaccounting for convertible instruments by reducing the number of Debt Issuance Costs. This update requires capitalizedaccounting models for convertible debt issuance costsinstruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be classified as a reductionsubject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the carrying valuehost contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt ratherinstruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The Company is evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a deferred charge, as is currently required. This updatesignificant impact on the Company’s accounting for its convertible debt instruments. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption.

In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for allinterim and annual and interim periods in fiscal years beginning after December 15, 2015 and is required to be adopted retroactively for all periods presented, and early adoption is permitted.2022. The Company is currently evaluatingbelieves the expected impact of this new accounting standard on itsadoption will modify the way the Company analyzes financial statements.


We have reviewed other recent accounting pronouncements issued to the date of the issuance of these consolidated financial statements, and we doinstruments, but it does not believe any of these pronouncements will haveanticipate a material impact on the Company.


NOTE 2 –ACQUISITIONS

RST Recursos Minerais Ltda

In June 2014, the Company entered into an agreement to purchase 25%results of the equity of RST for cash payments of 250,000 Brazilian Reais and the issuance of shares of the Company's common stock valued at 100,000 Brazilian Reais. In connection with this agreement the Company issued 1,428,572 shares of common stock with a value of $43,868 and made cash payments of $107,858. At December 31, 2014, the investment was accounted for using the equity method. Effective March 18, 2015, the Company purchased an additional 25% of RST from a third party for R$400,000 or $124,680. Under the terms of the agreement, theoperations. The Company is to make monthly payments ranging from R$75,000 to R$100,000 beginning March 25, 2015. As of December 31, 2015, all required payments had been made. In December 2015, the 1,428,572 shares of common stock previously issued with a value of $43,868 were returned to the Company. The Company reversed the initial amount of the investment recorded upon return.

As a result of the additional 25% acquired, the Company owns 50% of RST and has consolidated the operations in the Company asprocess of March 18, 2015. The remaining 50% ownership is held by Brazil Mining, Inc. ("BMI"), an entity controlled through management and stock ownership bydetermining the Company's Chief Executive Officer. On the date of consolidation, the Company determined the fair market value of RST to be $570,548. The fair market value was based upon the average price paid by the Company for the 50% ownership, including the relief of monies advanced to RST and increasing for the non-controlling interest which represents 50%. The Company allocated 100% of the fair market value to the mineral rights held by RST. Since the date of acquisition, the value of the Brazilian Reais has decreased significantly, thus, has the value of the Company's intangibles.

The purpose of the Company's acquisition of RST was due to the quality ofeffects adoption will have on its mineral assets, close proximity to the Company's MDB diamond and gold processing plant, and attractive acquisition price. Pro-forma financial statements have not been provided as the assets, liabilities and operations of RST are not significant. The Company expects the future expected cash flows to exceed the carrying value of the assets due to the close proximity to MDB's plant which is expected to shorten the exploration period as new plant and equipment do not need to be procured.


F-13



BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


NOTE 2 –ACQUISITIONS (CONTINUED)


Mineração Duas Barras Ltda. ("MDB")

On March 23, 2013, upon approval by its Board of Directors, the Company entered into an agreement pursuant to which BMI sold to the Company the rights to all profits, losses and appreciation or depreciation and all other economic and voting interests of any kind in respect of the BMI's interest in MDB in exchange for the issuance to BMI of 1,000,000 shares of the Company's common stock. The shares were valued at their fair market value of $0.66 per share as of March 23, 2013. As a result of the acquisition, a deemed dividend of $800,000 was recorded related to the acquisition of the option. The net assets of MDB at the date of the acquisition of the 55% equity interest in MDB were $1,035,695.  The acquisition was accounted for using the purchase method.  As a result of the transaction, non-controlling interest of $460,663 was recognized in the consolidated financial statements.
During the year ended December 31, 2014, the Company acquired the remaining 45% interest in MDB for cash of $1,050,000 and 2,817,857 shares of common stock of the Company with a fair market value of $212,100 based upon the closing market price of the Company's common stock on the dates of acquisition. This resulted in a decrease in non-controlling interest of $417,870 and a decrease in additional paid in capital of $844,230. As of December 31, 2014, the Company owned 99.99% of the issued and outstanding equity of MDB and has removed the non-controlling interest from its financial statements.


NOTE 32 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

Property and Equipment

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

SCHEDULE OF PROPERTY AND EQUIPMENT

  December 31, 2022  December 31, 2021 
  Cost  Accumulated
Depreciation		  Net Book
Value		  Cost  Accumulated
Depreciation		  Net Book
Value		 
Capital assets subject to depreciation:                        
Computers and office equipment $571  $(571) $-  $3,880  $(2,778) $1,063 
Machinery and equipment  419,498   (362,140)  57,358   334,253   (281,489)  52,764 
Vehicles  80,139   (79,021)  1,118   118,653   (118,653)  - 
Land  159,074   -   159,074   -   -   - 
Total fixed assets $659,282  $(441,732) $217,550  $456,747  $(402,920) $53,827 

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Table of Contents

For the years ended December 31, 2022, and 2021, the Company recorded depreciation expense of $13,806 and $37,328, respectively recorded in general and administrative expense.

Intangible Assets


Intangible assets consist of mining rights at MDB and RST and are not amortized as the mining rights are perpetual. The carrying value was $508,865$4,971,267 and $124,245$1,302,440 at December 31, 20152022 and 2014,2021, respectively.


There was no impairment recorded as at December 31, 2022 or 2021.

Equity Investments without Readily Determinable Fair Values

On October 2, 2017, the Company entered into an exchange agreement whereby it issued 25,000,000 shares of its common stock in exchange for 500,000 shares of Ares Resources Corporation. The Company’s chief executive officer also serves as an officer of Ares Resources Corporation, thus making it a related party under common ownership and control. The shares were recorded at $150,000, or $0.006 per share. The shares were valued based upon the lowest market price of the Company’s common stock on the date the agreement.

On March 11, 2020, the Company issued 53,947,368 shares of common stock to Lancaster Brazil Fund pursuant to an addendum to the share exchange agreement dated September 28, 2018. The Company recorded a loss on exchange of equity with a related party of $76,926 representing the fair value of the additional shares of common stock issued.

Under ASC 321-10, the Company elected to use a measurement alternative for its equity investment that does not have a readily determinable fair value. As such, the Company measured its investment at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The Company owns less than 5% of the total shares outstanding of Ares Resources Corporation.

As of December 31, 2022, no change in the value of the Ares common stock was recorded as the recorded value still approximated fair value.

Accounts Payable and Accrued Liabilities

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

  December 31,  December 31, 
Accounts Payable and Accrued Liabilities 2022  2021 
Accounts payable and other accruals $408,874  $310,047 
Mineral rights payable  2,367,600   672,601 
Accrued interest  -   5,590 
Total $2,776,474  $988,237 

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Table of Contents
  As of  As of 
  December 31, 2015  December 31, 2014 
Accounts payable and other accruals $354,467  $463,419 
Accrued interest  116,870   82,246 
Total $471,337  $533,165 
         


F-14




BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


NOTE 43 – CONVERTIBLE PROMISSORY NOTES PAYABLE


The following table sets forth a summary of change in our convertible notes payable for the years ended December 31, 2022 and 2021:

SUMMARY OF CHANGE IN CONVERTIBLE NOTES PAYABLE

  December 31,  December 31, 
  2022  2021 
Beginning balance $-  $872,720 
Issuance of convertible notes payable  -   399,000 
Lender adjustments for penalties or defaults  -   37,212 
Debt discounts recorded related to issuance of convertible notes payable  -   (44,019)
Amortization of debt discounts associated with convertible debt  -   44,019 
Increase in principal amounts outstanding due to lender adjustments per terms of the note agreements  -   - 
Conversion of convertible note principal into common stock  -   (1,038,932)
Repayments of convertible notes payable  -   (270,000)
Total convertible notes, net $-  $- 

Convertible Notes Payable - Fixed Conversion Price

On January 7, 2014, the Company issued to a family trust a Senior Secured Convertiblesenior secured convertible promissory note in the principal amount, and received gross proceeds, of $244,000 (the "Note")$244,000 and warrants to purchase an aggregate of 488,000 shares of the Company'sCompany’s common stock par value $0.001 per share at an exercise price of $0.125$62.50 per share through December 26, 2018 (the "Warrants").2018. The Company received gross proceeds of $244,000$244,000 for the sale of such securities. The outstanding principal of the Notenote bears interest at the rate of 12%12% per annum. All principal on the Note was payable on September 30, 2015 (the "Maturity Date"), which as of the date of this filing is past due and in technical default. However, no demands for payment have been made. Interest was payable on September 30, 2014 and on the Maturity Date. The Notenote is convertible at the option of the holder into common stock of the Company at a conversion rate of one share for each $0.10$50.00 of principal and interest converted. A debt discount related to the value of the warrants in the amount of $10,252 was recorded and was being amortized over the life of the note.  During years ended December 31, 2015 and 2014, $1,025 and $9,227 of the discount was amortized to interest expense, respectively. As of December 31, 2021, all warrants issued in connection with this note had expired.

The outstanding principal on the note was payable on March 31, 2015, which as of the discountdate of these financial statements is past due and in technical default. The Company is in negotiations with the note holder to satisfy, amend the terms or otherwise resolve the obligation in default. No demand for payment has been made. As a result of the default, the interest rate on the note increased to 30% per annum. Interest was fully amortized.payable on September 30, 2014 and on the maturity date. In December 2020, the lender agreed to reduce the interest rate from the default rate of 30% to the stated rate of 10% retroactively. As a result, the Company recorded gain of $238,151 from the relief of interest expense to other income.

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Table of Contents
In January 2015,

On February 3, 2021, the Company issued four20,000,000 shares of common stock upon conversion of $80,000 in convertible notes payable and accrued interest. On May 6, 2021, the Company issued 86,246,479 shares of common stock upon conversion of $334,986 in convertible notes payable and accrued interest. As of December 31, 2021, the balance of the note was $0.

On June 18, 2021, Company issued to one noteholder a $129,000 convertible promissory notes totaling $200,000note for $125,000 in proceeds and options to purchase an aggregate of 40,000,000 shares of the Company's common stock at an exercise price of $0.005 per share for a period of three years.proceeds. The convertible promissory notes incurnote bears interest at 10.0%8.0% per annum and are due January 30, 2018. The convertible promissory notes arematures one year from issuance on June 18, 2022. After six months from issuance, the note is convertible at the option of the holder at a rateprice of $0.0024 per share.$0.001. A debt discount related to the relative fair market value of the options in the amount of $22,423 and an implied beneficial conversion features of $22,423 were recorded, totaling $44,846 and are being amortized over the life of the notes.  During the year ended December 31, 2015, $13,703 of the discount was amortized to interest expense. As of December 31, 2015, $31,143 of the discount remained. The notes have been reflected as a long-term liability on the accompanying consolidated balance sheet.


In January 2015, the Company purchased machinery and equipment from a third party making an initial deposit of $10,910 (R$35,000), issuing notes payable totaling $38,963 (R$125,000) payable in five equal monthly installments starting March 15, 2015 and $43,638 in customer deposits (R$140,000) in which are to be satisfied through gravel produced by MDB. The note payable was convertible into common stock of the Company at the market rate on the date of$4,000 for issuance and thus a beneficial conversion feature was not recorded. In June 2015, the Company cancelled this agreement returning the machinery and equipment and forfeiting amounts already paid to the seller.


In June 2015, the Company issued three convertible promissory notes and received an aggregate $100,000 in proceeds. The convertible promissory notes incur interest at 10.0% per annum and are due December 31, 2016. The convertible promissory notes are convertible at the option of the holder at a 40% discount to the average of the five lowest closing prices of the Company's common stock over the previous 20 days. In addition, the notes conversion rate has a ceiling of $0.03 and a floor of $0.000033. A debt discount related to the beneficial conversion feature of $87,720costs was recorded and is being amortized over the life of the notes.note.

ASC 470-20 requires proceeds from the sale of a debt instrument with stock purchase warrants be allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance. In connection with the warrant issuance, the Company allocated an aggregate fair value of $40,019 to the stock warrants and recorded a debt discount which will be amortized to interest expense over the term of the loan using the effective interest method so the debt, at its term, is recorded at its face value. The Company estimated the fair value of this the warrant warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $0.0122, (ii) the contractual term of the warrant of 4 years, (iii) a risk-free interest rate of 0.89% and (iv) an expected volatility of the price of the underlying common stock of 443.3%. During the year ended December 31, 2015, the discount was amortized to interest expense. During the year ended2021, Company issued 19,034,442 shares of common stock upon conversion of $129,000 in principal and $4,241.10 in accrued interest. As of December 31, 2015,2022 and 2021, the notesbalance of the note was $0, and all discounts were converted into 100 shares of Series B Preferred Stock. See Note 5.



F-15




BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


NOTE 4 – CONVERTIBLE PROMISSORY NOTES PAYABLE (CONTINUED)

fully amortized.

Convertible Notes Payable - Variable Conversion Price


At various times to fund operations, the Company issues convertible notes payable in which the conversion features are variable. In addition, some of these convertible notes payable have on issuance discounts and other fees withheld.

During the year ended December 31, 2015,2016, the Company issued to one noteholder, in various transactions, $242,144 in convertible promissory notes payable with principal amounts aggregating $302,111fixed floors and received an aggregate of $232,344 in which proceeds of $271,566 were received.proceeds. The convertible promissory notes payable incureach bear interest ratesat 8.0% per annum and mature one year from issuance ranging from 8%July to 12% per annum with due dates rangingDecember 2017. After six months from March 2015 to September 2016.  Theissuance, each convertible notes payable arepromissory note is convertible into common stockat the option of the Companyholder at discounts ranging from 40-50% of either the lowest, or the average of two or three lowest, closing prices or volume-weighted average prices in the 20 days before the conversion date. Due to the variable conversion price, the Company has recorded a derivative liability in connection with the convertible notes payable. The combination of the original issue discount ("OID"), fees paid and allocation to the derivative liabilities resulted in a full50% discount to the convertible notes payable. Thelowest traded price of the Company’s common stock over the previous 20 days. In addition, each note’s conversion rate has a floor of $0.0001. Total debt discounts related to the beneficial conversion features of $241,852 were recorded and are being amortized over the termlife of the convertible notes payable.


Including the convertible notes payable discussed in the preceding paragraph, as of December 31, 2015,notes. On April 9, 2021, the Company has $540,880 inagreed to settle all outstanding principal of notes payable with remaining discounts of $49,182. The convertible notes payable incurand interest at rates ranging from8.0% to 12.0% per annum with due dates ranging from currently due to December 2016.  The convertible notes payable are convertible into common shares of the Company at discounts ranging from 35-50% of either the lowest, or the average of two or three of the lowest, closing prices or volume-weighted average prices from 5 to 20 days before the conversion date.  Due to the variable conversion prices ofon these notes the Company recorded derivative liabilities in connection with the convertible notes payable. The combination of the OID, fees paidexchange for common stock and allocation to the derivative liabilities resulted in a full discount to the convertible notes payable. The discounts are being amortized over the term of the convertible notes payable. During the years ended December 31, 2015 and 2014, $653,452 and $708,876 of the discount was amortized to interest expense, respectively.common stock purchase warrants. See settlement disclosure below for more information. As of December 31, 2015,2021, the unamortized debt discount was $49,182.outstanding principal balance on these notes total $0, and all discounts were fully amortized.

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Table of Contents

During the year ended December 31, 2015,2017, the Company issued 5,031,333,042to one noteholder in various transactions $477,609 in convertible promissory notes with fixed floors and received an aggregate of $454,584 in proceeds. The convertible promissory notes each bear interest at 8.0% per annum and mature one year from issuance ranging from January to August 2018. After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days. In addition, each note’s conversion rate has a floor of $0.0001. Total debt discounts related to the beneficial conversion features of $447,272 were recorded and are being amortized over the life of the notes. During the six months ended June 30, 2021, the Company issued 182,872,798 shares of its common stock upon the conversion of $1,141,630$50,000 and $ 14,004, respectively, in convertible notes payablenote principal and accrued interest. In addition,On April 9, 2021, the Company recorded additionalagreed to settle all outstanding principal and interest expense of $158,722 related to true ups of some conversions which required the issuance of additional shares of common stock.


Convertible Customer Deposits

In July 2015, as discussed belowon these notes in Note 6, the Company provided customers with the option to convert their deposits of diamonds intoexchange for common stock ifand common stock purchase warrants. See settlement disclosure below for more information. As of December 31, 2021, the diamonds are not deliveredoutstanding principal balance on the scheduled timeline.

Derivative Liabilities

In connection with convertiblethese notes payable the Company records derivative liabilities for the conversion feature. The derivative liabilities are valued on the date of issuance of the convertible note payabletotal $0, and revalued at each reporting period. all discounts were fully amortized.

During the year ended December 31, 2015,2018, the Company issued to one noteholder in various transactions $137,306 in convertible promissory notes with fixed floors and received an aggregate of $130,556 in proceeds. The convertible promissory notes each bear interest at 8.0% per annum and mature one year from issuance ranging from August 2018 to April 2019. After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days. In addition, each note’s conversion rate has a floor of $0.0001. Total debt discounts related to the beneficial conversion features of $122,755 were recorded derivative liabilitiesand are being amortized over the life of $667,658 basedthe notes. During the six months ended June 30, 2021, the Company issued 23,118,645 shares of its common stock upon the followingconversion of $118,996 and $27,496, respectively, in note principal and accrued interest. On April 9, 2021, the Company agreed to settle all outstanding principal and interest on these notes in exchange for common stock and common stock purchase warrants. See settlement disclosure below for more information. As of December 31, 2021, the outstanding principal balance on these notes total $0, and all discounts were fully amortized.

During the year ended December 31, 2019, the Company issued to one noteholder in various transactions $282,000 in convertible promissory notes with fixed floors and received an aggregate of $276,000 in proceeds. The convertible promissory notes each bear interest at 8.0% per annum and mature one year from issuance in July 2020. After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days. In addition, each note’s conversion rate has a floor of $0.0001. Total debt discounts related to the beneficial conversion features of $276,000 and $6,000 for issuance costs were recorded and are being amortized over the life of the notes. During the six months ended June 30, 2021, the Company issued 156,438,271 shares of its common stock upon the conversion of $310,200 and $40,186, respectively, in note principal and accrued interest. As of December 31, 2021, the principal balance on these notes was $0, and all discounts were fully amortized.

On April 9, 2021, the Company issued 36,000,000 shares of its common stock upon the conversion of $186,736 and $62,302, respectively, in note principal and accrued interest to settle all outstanding balances with the lender. In connection with the settlement, the Company agreed to issue 15,000,000 common stock purchase warrants with a cashless exercise price of $0.0125. The warrants expire on December 31, 2021. The Company allocated an aggregate fair value of $224,812 to the stock warrants and recorded a loss on the extinguishment of debt. The Company estimated the fair value of this the warrant warrants at date of grant using the Black-Scholes option pricing model average assumptions: an exercise price of $0.0015 to $0.00005, ourusing the following inputs: (i) stock price on the date of grant ($0.0033 toof $ 0.0001)0.0158, expected dividend yield of 0%, expected volatility of 217.53% to 313%, risk free interest rate of 0.12% and an expected(ii) the contractual term of 0.50 years. Upon initial valuation, the derivative liability exceeded the face valuewarrant of the convertible note payable of $302,111,0.7 years, (iii) a day one loss on derivative liability of $372,878 was recorded.



F-16



BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


NOTE 4 – CONVERTIBLE PROMISSORY NOTES PAYABLE (CONTINUED)

On December 31, 2015, the derivative liabilities were revalued at $281,345 resulting in a gain of $1,659,451 related to the change in fair market value of the derivative liabilities. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following average assumptions: an exercise price of $0.00005 to $0.00006, our stock price on the date of grant ($0.0001), expected dividend yield of 0%, expected volatility of 412% to 444%, risk-free interest rate of 0.12%,0.35% and (iv) an expected term of 0.5 years.

On December 31, 2014, the derivative liabilities were valued and revalued using the Black-Scholes option pricing model with the following assumptions: our stock price on the date of grant ($0.05-$0.10), expected dividend yield of 0%, expected volatility from 192% - 117%, risk-free interest rate of 0.12%, and an expected term of 0.01-1.0 years.
Future Potential Dilution

Most of the Company's convertible notes payable contain adjustable conversion terms with significant discounts to market.price of the underlying common stock of 440.5%. As of December 31, 2015,2021 the Company's15,000,000 warrants expired.

On January 19, 2021, the Company issued to one noteholder a $270,000 convertible notes payable arepromissory note. The note bears interest at 8.0% per annum and matures on January 19, 2025. After six months from issuance, the note is convertible into an aggregateat the option of approximately 3.7 billion shares of common stock. In addition, duethe holder at a 50% discount to the variable conversion prices on some of the Company's convertible notes, the number of common shares issuable is dependent upon thelowest traded price of the Company'sCompany’s common stock.stock over the previous 20 days. The note’s conversion rate has a floor of $0.0001.

F-19
Table of Contents

On May 7, 2021, the Company repaid $270,000 in note principal and $6,391 in accrued interest to the holder. As of December 31, 2015, if all holders2022 and 2021, the principal balance on the note was $0.

NOTE 4 – OTHER NONCURRENT LIABILITIES

Other noncurrent liabilities are comprised solely of convertible notes payable exercised their rightsocial contributions and other employee-related costs at our operating subsidiaries located in Brazil. The balance of these employee related costs as of December 31, 2022 and 2021 amounted to convert their notes to common stock, the common stock issuable would be in excess of the Company's authorized, but unissued shares of common stock.



$78,964 and $108,926, respectively.

NOTE 5 – STOCKHOLDERS' DEFICIT


STOCKHOLDERS’ EQUITY

Authorized and Amendments

As of Articles of Incorporation to Increase Authorized Shares of Common Stock


On AugustDecember 31, 2015,2022, the Company amended its articleshad 4,000,000,000 common shares authorized with a par value of incorporation and increased the authorized number of shares of common stock to seven (7) billion shares. On June 29, 2015, the Company amended its articles of incorporation and increased the authorized number of shares of common stock to four (4) billion shares. On March 29, 2015, the Company amended its articles of incorporation and increased the authorized number of shares of common stock to two (2) billion shares.

$0.001 per share.

Series A Preferred Stock


On December 18, 2012, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (“Series A Stock”) to designate one share of a new series of preferred stock. The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock provides that for so long as Series A Preferred Stock is issued and outstanding, the holders of Series A Preferred Stock shall vote together as a single class with the holders of the Company'sCompany’s Common Stock, with the holders of Series A Preferred Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of Common Stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.



F-17



BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


NOTE 5 – STOCKHOLDERS' DEFICIT (CONTINUED)

power.

Series BD Preferred Stock


On August 26, 2015, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of par value $0.001 Series B Convertible Preferred Stock to designate 1,000,000 shares of a new series of preferred stock. The Series B Stock has an original issue price of $1,000 per share. Cumulative dividends on such shares are payable annually (or upon conversion of such stock into Common Stock) in Common Stock at the rate of 10% per stated share value per annum. The holders of Series B Stock shall be entitled to vote on all matters as one class with the holders of Common Stock, with the holders of Series B Stock being entitled to such number of votes as shall equal the number of whole and fractional shares of Common Stock into which such share is then convertible. At any time until December 31, 2016 each holder of Series B Stock may elect to convert all or a portion of the preference amount into shares of Common Stock at a conversion price which is a 40% discount to the average of the lowest 5 closing prices of the Common Stock in the 20 calendar day period before a notice of conversion is given, but the conversion price shall not be higher than $.03 nor lower than $.000033. On December 31, 2016 all outstanding shares of Series B Stock shall automatically convert into Common Stock at the applicable conversion price. During the year ended December 31, 2015, the Company accrued dividends of $10,433, recorded as interest expense, of which remain outstanding at December 31, 2015.


During the year ended December 31, 2015, the Company issued 273 shares of Series B for $270,000 in cash proceeds. In addition, six shares of Series B were issued to a placement agent.

As discussed in Note 4, during the year ended December 31, 2015, the Company issued 100 shares of Series B in satisfaction of $100,000 in convertible notes payable. In connection with the exchange, the Company recorded other expense of $66,667 due to the Series B have an estimated fair market value of $166,667 on the date of the exchange. The Company estimated the fair market value of the Series B based upon the number of common shares it could be converted into.

See Note 6 for discussion related to the exchange of customer deposits received in connection with the delivery of diamonds for 668 shares of Series B.

Series C Preferred Stock

On December 29, 2015,September 14, 2021, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series CD Convertible Preferred Stock ("(“Series C"D Stock”) to designate 1,000,000 shares of a new series of preferred stock. The Series C Stock has an original issue priceCertificate of $1,000 per share. Cumulative dividends on such shares are payable annually (or upon conversion of such stock into Common Stock) in Common Stock at the rate of $0.04 per share per annum. The holdersDesignations, Preferences and Rights of Series CD Convertible Preferred Stock shall be entitled to vote on all mattersprovides that for so long as one class with the holders of CommonSeries D Stock withis issued and outstanding, the holders of Series CD Stock being entitled toshall have no voting power until such number of votestime as shall equal the number of whole and fractional shares of CommonSeries D Stock into which such share is then convertible. At any time until December 31, 2016 each holder of Series C Stock may elect to convert all or a portion of the preference amountconverted into shares of Common Stock at a conversion price which is the lower of $0.00008 or the volume weighted average price of the Company's Common Stock for the 90 trading days before a notice of conversion with a floor of $0.00004. On December 31, 2016, all outstanding sharescommon stock. One share of Series CD Stock shall automatically convertis convertible into Common Stock at the applicable conversion price.

On December 29, 2015, the Company issued 200,000 shares of Series C in exchange for 1,000,000,00013,34 shares of common stock in which had been previously sold for $80,000 in proceeds. In connection withand may be converted at any time at the exchange, the Company recorded other expense of $170,000 due to the Series C have an estimated fair market value of $250,000 on the dateelection of the exchange. The Company estimated the fair market valueholder. Holders of the Series C based uponD Stock are not entitled to any liquidation preference over the numberholders of common stock, and are entitled to any dividends or distributions declared by the Company on a pro rata basis.

On September 15, 2021, the Company issued 214,006shares it could be converted into.of Series D Stock to Marc Fogassa for the conversion of $566,743 in convertible note principal and $75,275 of interest expense.

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F-18



BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


NOTE 5 – STOCKHOLDERS' DEFICIT (CONTINUED)

Year Ended December 31, 20152022 Transactions


On December 20, 2022, we filed a Certificate of Amendment to our Articles of Incorporation (the “Amendment”) to effect a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-750 (the “Reverse Stock Split”).

Following the Reverse Stock Split, each 750 shares of our issued and outstanding shares of common stock were automatically converted into one issued and outstanding share of common stock, without any change in par value per share. No fractional shares were issued as a result of the Reverse Stock Split and no cash or other consideration was paid. Instead, we issued one whole share of the post-split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. The Reverse Stock Split did not affect the number of shares of authorized stock. Our common stock began trading on a Reverse Stock Split-adjusted basis on December 23, 2022 and was assigned a new temporary ticker symbol “ATLXD” for the 20 business days following the reverse stock split and on the 21st day, it will change back to “ATLX.”

During the year ended December 31, 2015,2022, the Company issued 7,409,184832,439 shares of common stock for gross proceeds of $3,901,524 pursuant to subscription agreements with a fair market valueaccredited investors. Additionally, the Company issued 116,959 shares of $24,808 to consultants in lieu of cash payments. The shares were valued based upon the closing market price of the Company's common stock on the date the service was complete.


valued at $1,000,000 for mining rights purchases.

Year Ended December 31, 2021 Transactions

During the year ended December 31, 2015,2021, the Company issued 461,760,088174,019,679 shares of common stock for gross proceeds of $941,009 pursuant to subscription agreements with a fair market valueaccredited investors. Additionally, the Company issued 523,710,635 shares of $81,490 to its CEOcommon stock upon conversion of $1,362,988 in satisfactionconvertible notes payable and accrued interest. Further, the Company issued shares of $25,000 in amounts payable. The difference between the fair market valuecommon stock for net proceeds of the shares issued and the liability of $56,490 was recorded as additional expense. The shares were valued based$75,000 upon the closing market priceexercise of 423,816,100 stock options and warrants. Lastly, the Company'sCompany issued 16,600,539 shares of common stock on the date the service was complete.valued at $165,534 to contractors for services provided.

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Table of Contents

Common Stock Options

During the year ended December 31, 2015,2022 and 2021, the Company issued 1,600,897,436 shares of common stock for cash proceeds of $204,500.


See Note 4 for discussion of additional common stock issuances.

Year Ended December 31, 2014 Transactions

During the year ended December 31, 2014, the Company issued 4,104,797 shares of common stock with a fair market value of $384,155granted options to its officers and certain consultants in lieu of cash payment.
During the year ended December 31, 2014, a shareholder returned 33,125 shares ofpurchase common stock to treasury for cancellation. This resulted in an increase of $33 to additional paid in capital.
During the year ended December 31, 2014, the Company issued 23,531,590 shares of common stock in connection with the conversion of convertible notes payableofficers and accrued interest of $357,222.
During the year ended December 31, 2014, the Company consummated stock purchase agreements with 10 investors pursuant to which the Company sold 9,147,618 shares of common stock to the investors for $393,000 cash. In addition, the Company issued warrants in connection with the stock purchase agreements. See the warrants section below for additional information.
Common Stock Options

In January 2015, options to purchase 400,000,000 shares of common stock were issued in connection with $200,000 in convertible notes payable. See Note 4 for additional information. The options expire on January 30, 2018 and have an exercise price of $0.005 per share. The fair value of the options was $79,111, of which $22,423 was allocated to the options based upon the relative fair market value.non-management directors. The options were valued using the Black-Scholes option pricing model with the following average assumptions: our

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

  

December 31

2022

  

December 31

2021

 
Expected volatility  216.34% – 354.13%  44.8% – 124.4%
Risk-free interest rate  1.44% – 4.05%  0.9% – 1.75%
Stock price on date of grant  $0.7500 - $12.3750   $0.30 - $6.00 
Dividend yield  0.00%  0.00%
Expected term  5 - 10 years   10 years 

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

  Number of Options Outstanding and Vested  

Weighted

Average

Exercise Price

  

Remaining Contractual

Life (Years)

  

Aggregated Intrinsic

Value

 
Outstanding, January 1, 2022  6,546  $8.25   2.74  $19,675 
Issued  174,697   0.11   –     
Exercised  –   –   –     
Expired  (2,571)  19.75   –     
Forfeited  –   –   –     
Outstanding and vested, December 31, 2022  178,672  $0.012   1.55  $1,228,972 

The common stock price onoptions issued in the year ended December 31, 2022 were issued with a grant date fair value of $58,685.

The following table reflects all outstanding and exercisable Series D preferred stock options as at December 31, 2022. All preferred stock options immediately vest and are exercisable for a period of ten years from the date of issuance.

  Number of Options Outstanding and Vested  Weighted Average Exercise Price1  Remaining Contractual Life (Years)  Aggregated Intrinsic Value 
Outstanding, January 1, 2021  36,000  $

75

   9.44   

2,732,400

 
Issued  36,000   75   -     
Outstanding and vested, December 31, 2022  72,000  $75   8.94  $6,712,912 

1This presents the exercise price required to purchase 13.34 shares of common stock, as one share of Series D Stock is convertible into 13.34 shares of common stock at any time at the election of the holder.

The Series D preferred stock options issued in the year ended December 31, 2022 were issued with a grant ($0.0024), expected dividend yielddate fair value of 0%, expected volatility of 176.16%, risk-free interest rate of 1.70%, and an expected term of 3.00 years.


$863,076.

During the year ended December 31, 2015, non-mangement directors earned2021, the Company granted common stock options and Series D preferred stock options to purchase an aggregate of 812,030,000486,786 shares of common stock of the Company. The options were valued at $100,000.to officers and non-management directors. The options were valued using the Black-Scholes option pricing model with the following average assumptions: our stock price on the date of the grant the strike price as the average price of the stock during the quarter for which they were earned,ranged between $0.3000 and $6.0000, expected dividend yield of 0%0.0%, the calculatedexpected volatility between 44.80% and 124.40% estimated based on historical share price volatility, of the quarter for which they were earned (ranging from 80% to 179%), a risk-free interest rate of 1.70%between 0.90% and 1.75%, and an expected term of 5.0010 years.



F-19



BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


NOTE 5 – STOCKHOLDERS' DEFICIT (CONTINUED)

On March 31, 2014, June 30, 2014, June 30, 2014, September 30, 2014 and December 31, 2014, the Board of Directors of the Company granted options to purchase an aggregate of 424,560, 366,860, 123,578, 851,745, and 3,335,468, respectively, shares of common stock to non-management directors and a consultant;. The options were valued with a total grant date fair value of $1,104,364.

See Note 7 – Related Party Transactions for more information related to stock options issued and outstanding for the Company’s subsidiaries Jupiter Gold and Apollo Resources.

Stock Purchase Warrants

Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

F-22

The following table reflects all outstanding and exercisable warrants at $35,345, $25,000, $8,281, $37,116 and $59,433, respectively,December 31, 2022. All warrants are exercisable for a period of two to four years from the date of issuance:

SCHEDULE OF WARRANT ACTIVITY

  Number of Warrants Outstanding  Weighted Average Exercise Price  

Weighted Average Contractual

Life (Yrs.)

 
Outstanding, January 1, 2022  406,270  $11.475   

1.97

 
Warrants issued  69,730   5.1090     
Warrants exercised  (154,241)  5.7008     
Outstanding and vested, December 31, 2022  321,759  $12.8634   1.30 

The stock purchase warrants issued in the year ended December 31, 2022 were issued with a grant date fair value of $807,308. The warrants were valued using the Black-Scholes option pricing model with the following assumptions:


 
March 31,
2014
 
June 30,
2014
 
June 30,
2014
 
September 30,
2014
(weighted
avg.)
 
December 31,
2014
(weighted
avg.)
 
Stock price $0.10  $0.08  $0.09  $0.05  $0.02 
Exercise price $0.09590  $0.082  $0.074  $0.06  $0.02 
Expected life (years)5 years 5 years 5 years 5 years 5 years 
Risk free interest rate  1.20%  1.20%  1.20%  1.70%  1.70%
Volatility  120.95%  120.95%  120.95%  137.00%  154.00%

See Note 6 discussion regarding options issued in connection with future diamond sales.

Common Stock Warrants

Warrants Issued with Convertible Notes

488,000 warrants were issued as partranges of a convertible note placement that occurred on January 7, 2014. These warrants expire on December 26, 2018 and have an exercise price of $0.125 per share. The fair value of the warrants was $10,252 and was calculated using the Black-Scholes option pricing model with the following assumptions: our stock price on the date of the grant ($0.07)which ranged between $7.5750 and $12.6750, expected dividend yield of 0%0.0%, expected volatility of 53.17%,between 188.48% and 197.45% estimated based on historical share price volatility, risk-free interest rate of 1.69%between 2.79% and 3.79%, and an expected term of 5.002 to 4 years.

400,000 warrants were issued as part of a convertible note placement that occurred on April 30, 2014. These warrants expire on April 30, 2017 and have an exercise price of $0.11 per share. The fair value of the warrants was $13,151 and was calculated using the Black-Scholes option pricing model with the following assumptions: our stock price on date of grant ($0.09), expected dividend yield of 0%, expected volatility of 75.00%, risk-free interest rate of 0.12%, and an expected term of 3 years.

2,000,000 warrants were issued as part of a convertible note placement that occurred on June 27, 2014. These warrants expire on June 30, 2017 and have an exercise price of $0.11 per share. The fair value of the warrants was $65,481 and was calculated using the Black-Scholes option pricing model with the following assumptions: our stock price on date of grant ($0.08), expected dividend yield of 0%, expected volatility of 76%, risk-free interest rate of 0.12%, and an expected term of 3 years.

Warrants Issued with Private Placements

During the year ended December 31, 2014, 1,636,907 warrants were issued in connection with private placements. These warrants expire in three years and have an exercise price of $0.10 per share. The fair value of the warrants was $70,810 and was calculated using the Black-Scholes option pricing model with the following assumptions: our stock price on date of grant ($0.06), expected dividend yield of 0%, expected volatility of 136%, risk-free interest rate of 0.12%, and an expected term of three years. No entry was required as the warrants were issued in connection with raising capital and thus would have offset any proceeds received.

In June 2015, in connection with a common stock raise, the Company issued a total of 31,153, 846 warrants that expire on August 31, 2017 and have an exercise price of $0.001 per share. . The value of the warrants were approximately $30,000 based upon Black-Scholes option pricing model. No entry was required as the warrants were issued in connection with raising capital and thus would have offset any proceeds received.
F-20



BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


NOTE 6 – COMMITMENTS AND CONTINGENCIES


Operating Leases

Rental Commitment

The Company leases offices in Pasadena, California, U.S., andrents office space in the municipality of Olhos D'Agua,U.S. for approximately $5,750 on a month-to-month basis. The Company also rents office space in Brazil. Such costs are immaterial to the consolidated financial statements.


Mine Option

On July 30, 2013, the BMIX Subsidiary acquired for zero cost an option to develop and own up 75% of a vanadium, titanium, and iron property in the state of Piauí in Brazil in exchange for the performance over a period of time of certain defined geological research steps, as well as the payment, over a period of time, of 875,000 Brazilian reais in cash ($224,088 as of December 31, 2015) and the equivalent of 125,000 Brazilian reais in common stock ($32,013 as of December 31, 2015). To date the option has not been exercised.

Diamond Delivery Agreements

On March 4, 2014, we received proceeds of $500,000 from a sale of polished and GIA graded diamonds pursuant to an agreement with two buyers that agreed to receive these diamonds over a period of one year. One of the buyers has expertise and a long and successful history of investments in natural resources. As part of this transaction, we pledged with a third party collateral agent an aggregate of 11,000,000 shares of our common stock, valued at approximately $990,000 at the time the transaction was consummated, in order to secure the delivery of the diamonds. The number of shares pledged is subject to periodic adjustment as diamonds are delivered and as the market price of our common stock may change. We also issued to the buyers two-year options to purchase an aggregate of 3,000,000 shares of our common stock at an exercise price (subject to adjustment upon the occurrence of certain events) of $0.12 per share, a premium of 33% above the stock price when the transaction was consummated. These options initially expired on March 4, 2016 and have an exercise price of $0.12, which was reduced to $0.08 per share in October 2014 and the expiration date extended to March 4, 2018. The fair value of the options was $93,280 was calculated using the Black-Scholes option pricing model with the following assumptions: our stock price on date of grant ($0.09), expected dividend yield of 0%, expected volatility of 77.56%, risk-free interest rate of 0.78%, and an expected term of 2 years. In July 2015, the Company extended these agreements until December 31, 2016. Under the new agreements, quarterly the Company is required to deliver diamonds with $15,000 in aggregate Rappaport value. If the diamonds are not delivered, then the customer has the option of converting the required value at 50% of market. Due to the variable conversion price, the Company is recording a derivative liability upon each tranche becoming convertible. As of September 30, 2015, total amounts convertible into common stock were $35,158. In addition, the collateral shares for this contract were increased to 465,293,570. During the year ended December 31, 2015, the Company did not deliver any of the diamonds.  See below for discussion regarding exchange of agreements for Series B.


F-21




BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


NOTE 6 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

On April 30, 2014, the Company entered into Subscription Agreements with four investors (the "Buyers"), pursuant to which the Buyers agreed to pay to the Company an aggregate of $500,000 and the Company agreed to deliver to the Buyers from time to time on or before December 31, 2015, polished and GIA-graded diamonds of at least 0.4 carats having a certain aggregate Rappaport value. The Company agreed to pledge with third party collateral agents for the Buyers an aggregate of 8,000,000 shares of its common stock, valued at approximately $800,000 at the time the transaction was consummated, in order to secure the delivery of the diamonds. The number of shares pledged is subject to periodic adjustment as diamonds are delivered and as the market price of the Company's stock may change. As of December 31, 2014, the required reserve was 123,076,923 shares of common stock. On the date of the agreement, the Company reserved for the Buyers or their designees, an aggregate of 3,750,000 shares of the Company's common stock (the "Shares") and two year options to purchase an aggregate of 1,875,000 shares of Common Stock at an exercise price of $0.12 per share, payable in cash to the Company (the "Options"). The fair value of the options was  $57,662 was calculated using the Black-Scholes option pricing model with the following assumptions: our stock price on date of grant ($0.09), expected dividend yield of 0%, expected volatility of 77.56%, risk-free interest rate of 0.11%, and an expected term of 2 years.  The common stock issued was valued at $348,750 based upon the closing market price of the Company's common stock. Since the agreement contained various elements, the Company allocated the $47,544 to the options, $287,552 to the shares issued and $164,904 to deferred revenue based upon the relative fair market value.  In July 2015, the Company extended these agreements until December 31, 2016. Under the new agreements, quarterly the Company is required to deliver diamonds with aggregate Rappaport values ranging from $10,000 to $20,000. If the diamonds are not delivered, then the customer has the option of converting the required value at 50% of market. Due to the variable conversion price, the Company is recording a derivative liability upon each tranche becoming convertible. As of September 30, 2015, total amounts convertible into common stock were $40,000. A total of 200,000,000 in collateral shares were issued for this contract. There were no deliveries under this contract during the year ended December 31, 2015. See below for discussion regarding exchange of agreements for Series B.

On December 30, 2015, the diamond agreements described were exchanged for 668 shares of Series B. Under the terms of the agreement, all obligations under the agreement to deliver diamonds and other guarantees were removed, including the derivative liability. On the date of the exchange the Company determined that the value of the Series B was $1,113,333 based upon the number of common shares the Series B is convertible into. The agreement relieved $543,630 in customer deposits, $182,300 in derivative liabilities less a remaining discount of $68,057, a total relief of $657,873. The Company recorded the excess value of the Series B issued of $455,460 as a loss on extinguishment.


NOTE 7 - RELATED PARTY TRANSACTIONS


Brazil Minerals, Inc.

As of December 31, 2015 and 2014, amounts due from Brazil Minerals, Inc. ("BMI"), a related party through common management, in connection with loans made for operating purposes were $0 and $123,691, respectively. The loan does not incur interest and is due on demand.

Jupiter Gold Corporation

During the year ended December 31, 2015, BMI transferred equipment2022, Jupiter Gold granted options to purchase an aggregate of 525,000 shares of its common stock to Marc Fogassa at prices ranging between $0.01 to $1.00 per share. The options were valued at $103,707 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with a carrying value of $44,854 to the Company as a partial offset tofollowing average assumptions: the amounts due. During December 2015, in satisfactionCompany’s stock price on the date of the remaining receivable, BMI transferred the rights grant ($0.58 to two mineral right properties. At the time$1.25), expected dividend yield of the transfer, the Company's subsidiary RMT retained0%, historical volatility calculated between 97.3% and 225.8%, risk-free interest rate between a 50% ownership in these rights, thus, the valuerange of the two mineral rights transferred is included within consolidation of RMT. Thus, the Company recorded other expense of $93,580 as the assets had already been reflected at their fair market value on the Company's financial statements. The Company agreed1.51% to the transaction to ensure there were no potential violations of the Sarbanes Oxley Act as the Company's CEO also controls BMI though management3.5%, and stock holdings.




F-22



BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


NOTE 7 - RELATED PARTY TRANSACTIONS (CONTINUED)

Chief Executive Officer

an expected term between 5 and 10 years. As of December 31, 2015 and 2014, amounts payable to the Chief Executive Officer for accrued salaries, 401K contributions and advances made included within related party payable were $160,214 and $12,500, respectively. During 2015, $25,000 of the balance was converted into shares of the Company's2022, an aggregate 1,905,000 Jupiter Gold common stock options were outstanding with a weighted average life of 4.74 years at a 50% discount to market. In addition,an average exercise price of $0.57 and an aggregated intrinsic value of $1,077,050. Mr. Fogassa’s employment agreement with Jupiter Gold stipulates an annual compensation of $275,000 for his services as the agreement includes a true up provision which requires the Company to issued additional shares of common stock 90 days after conversion. See common stock issuances above for disclosure of amounts convertedchief executive officer, and shares issued.

NOTE 8 - INCOME TAXES

As of December 31, 2015, the Company had net operating loss carry forwards of approximately $6.9 million thatsuch amount may be available to reduce future years' taxable income through 2032. Future tax benefits which may arisepaid in stock of Jupiter Gold or in cash or as a resultcombination of these losses have not been recognized in these financial statements,stock and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for income tax consists of the following for the years ended December 31, 2015 and 2014:

  2015  2014 
Current tax provision:    
Federal $-  $- 
State  -   - 
Foreign  -   27,809 
   -   27,809 
         
Deferred tax provision:        
Federal, state and foreign $(638,611) $(1,168,459)
Permanent differences  149,732   130,613 
Valuation allowance  488,879   1,037,846 
Net provision for income tax $-  $27,809 

The cumulative tax effectcash at the expected ratechoice of 34% of significant items comprising the Company's net deferred tax amount is as follows as of December 31, 2015 and 2014:Mr. Fogassa.

F-23

  2015  2014 
Deferred tax asset attributable to:    
Net operating loss carryover $2,415,586  $1,926,707 
Valuation allowance  (2,415,586)  (1,926,707)
Net deferred tax asset $-  $- 



F-23




BRAZIL MINERALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014


NOTE 8 - INCOME TAXES (CONTINUED)

Reconciliation of the U.S. federal statutory rate to the actual rate is as follows for

Apollo Resource Corporation

During the year ended December 31, 2015 2022, Apollo Resources granted options to purchase an aggregate of 225,000 shares of its common stock to Marc Fogassa at a price of $0.01 per share. The options were valued at $331,858 and 2014:


US federal statuatory rate  34.00%  34.00%
Effects of:        
Permanent differences  -7.97%  -30.52%
Valuation allowance  -26.03%  -3.38%
Net provision for income tax  0.00%  0.10%

Duerecorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the grant ($4.00 to $5.00), expected dividend yield of 0%, historical volatility calculated between 49.2% and 58.01%, risk-free interest rate between a range of 1.51% to 3.5%, and an expected term of 10 years. As of December 31, 2022, an aggregate 225,000 Apollo Resources common stock options were outstanding with a weighted average life of 9.33 years at an average exercise price of $0.01 and an aggregated intrinsic value of $1,125,000. Mr. Fogassa’s employment agreement with Apollo Resources stipulates an annual compensation of $275,000 for his services as the chief executive officer, and such amount may be paid in stock of Apollo Resources or in cash or as combination of stock and cash at the choice of Mr. Fogassa.

NOTE 8 – RISKS AND UNCERTAINTIES

Currency Risk

The Company operates primarily in Brazil which exposes it to currency risks. The Company’s business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the entity. Changes in exchange rates from the time the activity occurs to the changetime payments are made may result in ownership provisionsthe Company receiving either more or less in local currency than the local currency equivalent at the time of the Tax Reform Actoriginal activity.

The Company’s consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of 1986, net operating loss carry forwardseach foreign subsidiary’s financial results into U.S. dollars for purposes of $6.9 million for Federalreporting in the consolidated financial statements. The Company’s foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income tax reporting purposesstatement accounts are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.


The Company has identified the United States Federal tax returns as its "major" tax jurisdiction. The United States Federal return years 2011 through 2015 are still subject to tax examination by the United States Internal Revenue Service; however, we do not currently have any ongoing tax examinations. The Company is subject to examination by the California Franchise Tax Boardtranslated at average exchange rates for the years ended 2011 through 2015period; (b) balance sheet asset and currently does not have any ongoing tax examination. The last Company tax returns filed were forliability 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 year ended December 31, 2014,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 an extensionis necessary to file tx returns was filed with respect tokeep the year ended December 31, 2015, a period for which the Company does not expect any tax liability


foreign subsidiaries’ balance sheets in agreement.

NOTE 9 - SUBSEQUENT EVENTS


In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 20152022 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements and until March 31,2 016,, except for these:

a) On January 9, 2023 (the “Effective Date”), Atlas Lithium Corporation, entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC, as noted below.

Duringrepresentative of the first quarter of 2016,underwriters named therein (the “Representative”), pursuant to which the Company issued 396,388,545agreed to sell an aggregate of 675,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”), to the Representative, at a public offering price of $6.00 per share (the “Offering Price”) in a firm commitment public offering (the “Offering”). The Company also granted the Representative a 45-day option to purchase up to 101,250 additional shares of the Company’s Common Stock upon the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering (the “Over-Allotment Option”). On January 11, 2023, the Representative delivered its notice to exercise the Over-Allotment Option in full.

F-24

The shares of common stock inwere offered by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-262399) filed with the Securities and Exchange Commission (the “Commission”) and declared effective by the Commission on January 9, 2023 (the “Registration Statement”). The consummation of the Offering took place on January 12, 2023 (the “Closing”).

In connection with conversions of convertible notes payable.

On March 21, 2016, the Closing, the Company amendedissued to the Representative, and/or its articlespermitted designees, as a portion of incorporation and increased the authorizedunderwriting compensation payable to the Representative, warrants to purchase an aggregate of 33,750 shares of Common Stock, equal to 5% of the number of shares of common stockCommon Stock sold in the Offering (excluding the Over-Allotment option), at an exercise price of $7.50, equal to ten (10) billion shares.

As125% of April 5, 2016,the Offering Price (the “Representative’s Warrants”). The Representative’s Warrants are exercisable for a period of five years from the effective date of the Registration Statement, provided that they are subject to a mandatory lock-up for 180 days from the commencement of sales of the Offering in accordance with FINRA Rule 5110(e).

Aggregate gross proceeds from the Offering were $4,657,500 before deducting underwriting discounts and commissions of 7% of the gross proceeds, and estimated Offering expenses. The Company intends to use the net proceeds from the Offering to expand and accelerate its exploration program leading to the identification and quantitative measurement of prospective lithium deposits, as well as for exploration for other mineral deposits in its other properties, including drilling and assessment of deposits and reserves, if any, as well as for working capital and general corporate purposes. The Company may also use some amount of the proceeds for the acquisition of additional mineral rights and/or mines, and mining assets such as earth moving equipment, processing and recovery units, among others. The total expenses of the Offering are estimated to be $537,581.43, which included the underwriting discounts and commissions, the Representative’s reimbursable expenses relating to the Offering, and the Company’s legal expenses.

b) On January 19, 2023, the Company had traded its taxes recoverableconsummated a transaction in which it acquired five lithium mineral rights (the “Mineral Rights”) totaling 1,090.88 hectares (~ 2,696 acres) owned by an unrelated Brazilian mining enterprise pursuant to a Mineral Rights Purchase Agreement (the “Acquisition Agreement”). The Mineral Rights are located in the municipalities of Araçuaí and Itinga, in a region known as “Lithium Valley” in the state of Minas Gerais in Brazil. The Company’s technical team studied the Mineral Rights and believes that they hold potential for a brand new Mercedes Benz truck andlithium-bearing mineralization. The Company has reasons to believe that the delivery of such truck from its Brazilian factory to the Company was in process.


F-24

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d)acquisition of the Securities Exchange ActMineral Rights was part of 1934,a competitive process.

The Company’s obligations under the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.Acquisition Agreement are:

1)Payment of $400,000, which payment took place on January 19, 2023, and issuance of $750,000 worth of restricted shares of common stock of the Company;
2)Payment of $100,000 for each of the five areas comprising the Mineral Rights to be made upon the publication in the official gazette of the government of the title transfer of each such area to the Company;

F-25

 

BRAZIL MINERALS, INC.3)For each of the five areas comprising the Mineral Rights, 30 days after the payment described in item b above, the initiation of ten monthly payments of $22,000;
4)By:/s/ Marc FogassaIf the Mineral Rights eventually yield at least five million tons of spodumene (a lithium-bearing mineral) containing at least an average of 1.3% Li2O, as determined by a technical report prepared by an independent consulting firm pursuant to the requirements of Regulation S-K 1300 (“SK1300 Report”), then an additional payment of 10 monthly installments of $10,000 and an additional issuance of $500,000 worth of restricted shares of common stock of the Company are to be made;
   Marc Fogassa
Date: April 14, 20165)If the Mineral Rights eventually yield at least 10 million tons of spodumene containing at least an average of 1.3% Li2O, as determined by an SK1300 Report, then an additional payment of 10 monthly installments of $10,000 and an additional issuance of $500,000 worth of restricted shares of common stock of the Company are to be made; and
  Chief Executive Officer
6)

If the Mineral Rights eventually yield more than 10 million tons of spodumene containing at least an average of 1.3% Li2O, as determined by an SK1300 Report, then a payment of $0.20 per each ton above 10 million tons is to be made.



Pursuant

c) On January 30, 2023, the company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the requirementsInvestors in a Regulation S private placement (the “Private Placement”) an aggregate of 640,000 restricted shares of the Securities Exchange ActCompany’s common stock (the “Shares”), par value $0.001 per share. The purchase price for the Shares was $6.25 per share, for total gross proceeds of 1934, this report has been signed below by$4,000,000. The Private Placement transaction closed on February 1, 2023. The Company currently intends to use the following persons on behalfnet proceeds from the Private Placement for general working capital purposes. The Investors have each made customary representations, warranties and covenants, including, among other things, that each of the RegistrantInvestors is a “non-U.S. Person” as defined in Regulation S, and in the capacities and on the dates indicated.

that they were not solicited by means of generation solicitation.

                  Signature               F-26
                              Title 
         Date
/s/ Marc Fogassa        Chief Executive OfficerApril 14, 2016
Marc Fogassaand Director; Chief Financial
Officer and Chief Accounting Officer
/s/  Roger NoriegaDirector April 14, 2016
       Roger Noriega
/s/ Paul DurandDirector April 14, 2016
      Paul Durand  
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EXHIBIT INDEX

Exhibit
NumberDescription
2.13.1Exchange Agreement dated as of March 23, 2013 between the Company and Brazil Mining. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on March 28, 2013.
3.1Articles of Incorporation of the Company filed with the Secretary of State of Nevada on December 15, 2011. Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed by the Company on April 6, 2012 (the "S-1").2012.
3.2
3.2Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 18, 2012. Incorporated by reference to Exhibit 3.1 to the Company'sCompany’s Current Report on Form 8-K filed with the Commission on December 26, 2012 (the "December 2012 8-K").2012.
3.3
3.3Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on December 18, 2012. Incorporated by reference to Exhibit 3.2 toCompany’s Current Report on Form 8-K filed with the Commission on December 2012 8-K.26, 2012.
3.4
3.4Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 24, 2012. Incorporated by reference to Exhibit 3.1 to the Company'sCompany’s Current Report on Form 8-K filed with the Commission on January 28, 2013 (the "January 2013 8-K").2013.
3.5
3.5Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on January 24, 2013.August 27, 2019. Incorporated by reference to Exhibit 3.23.11 to the January 2013 8-K.Company’s Annual Report on Form 10-K filed with the Commission on April 14, 2020.
3.6
3.6Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on May 27, 2014.July 16, 2020. Incorporated by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed with the Commission on March 31, 2021.
3.7Amended and Restated By-laws of the Company. Incorporated by reference to Exhibit 3.1 to the Company'sCompany’s Current Report on Form 8-K filed with the Commission on June 13, 2014.April 12, 2021.
3.8Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on September 16, 2021. Incorporated by reference to Exhibit 3.8 to the Form S-1 filled with the Commission on January 28, 2022.
3.73.9Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on January 13, 2015.December 20, 2022. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on January 20, 2015.
3.8Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on March 18, 2015. Incorporated by reference to Exhibit 3.8 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the Commission on April 16, 2015 (the "2014 10-K").
3.9Amended and Restated By-laws of the Company. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on December 11, 2015.
22, 2022.
3.10Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on June 23, 2015. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on July 6, 2015.
 
3.11Certificate of Designations, Preferences And Rights Of Series B Convertible Preferred Stock of the Company as filed with Secretary of State of the State of Nevada on August 26, 2015 and amended on September 29, 2015.*
3.12Certificate of Designations, Preferences And Rights Of Series C Convertible Preferred Stock of the Company as filed with Secretary of State of the State of Nevada on December 29, 2015 and corrected on February 10, 2016.*
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Exhibit
NumberDescription
3.13Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on September 17, 2015.*
3.14Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on March 21, 2016.*
4.1Senior Secured Convertible Promissory Note of the Company dated September 30, 2013 in the principal amount of $75,000 to the order of Heather U. Baines and Lloyd McAdams AB Living Trust dated 8/1/2001.2022. Incorporated by reference to Exhibit 4.1 to Amendment No. 13.9 to the Company's Annual Report on Form 10-K forfiled with the fiscal year ended December 31, 2013 (the "2013 10-K/A-1").Commission on March 29, 2022.
4.1
4.2Senior Secured Convertible Promissory Note ofCommon Stock Purchase Agreement between the Company and Triton Funds LLC dated September 30, 2013 in the principal amount of $75,000 to the order of Heather U. Baines and Lloyd McAdams AB Living Trust dated 8/1/2001.February 26, 2021. Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company's Annual ReportForm 8-K filed with Commission on Form 10-K for the fiscal year ended December 31, 2013 (the "2013 10-K/A-1").March 3, 2021.
4.2
4.3Common Stock Purchase Warrant to purchase 50,000 Shares ofbetween the Company's Common Stock Issued to Michael Dimeo on September 30, 2013.Company and Triton Funds LLC dated February 26, 2021. Incorporated by reference to Exhibit 4.32 to the 2013 10K/A-1.Form 8-K filed with Commission on March 3, 2021.
4.3
4.4Senior Secured Convertible Promissory NoteForm of Warrant between the Company dated January 8, 2014 in the principal amount of $244,000 to the order of Heather U. Baines and Lloyd McAdams AB Living Trust dated 8/1/2001. Incorporated by reference to Exhibit 4.4 to the 2013 10K/A-1.
4.5Convertible Promissory Note of the Company dated February 21, 2014 in the principal amount of $222,500 to the order of St George Investments, LLC. Incorporated by reference to Exhibit 4.5 to the 2013 10K/A-1.
4.6Option to Purchase 1,500,000 shares of the Company's Common Stock Issued to the Nazari & Associates International Group, Inc. Defined Benefit Pension Plan on March 4, 2014.Warberg Funds. Incorporated by reference to Exhibit 4.6 to the 2013 10K/A-1.Form S-1 filled with the Commission on January 28, 2022.
4.4
4.7Option to Purchase 1,500,000 sharesForm of Warrant between the Company's Common Stock Issued to the Suter Family Trust u/t/a April 12, 2002, as amendedCompany and restated on March 4, 2014.investors other than Warberg Funds. Incorporated by reference to Exhibit 4.7 to the 2013 10K/A-1.Form S-1 filled with the Commission on January 28, 2022.
4.5 
4.8Warrant to Purchase 488,000 SharesForm of the Company's Common Stock Issued to Una Hannah, LP on January 8, 2014. Incorporated by reference to Exhibit 4.8 to the 2013 10K/A-1.
4.9Convertible Promissory Note of the Company, dated August 14, 2014, in the principal amount of $222,500 to the order of St George Investments, LLC.Representative’s Warrant. Incorporated by reference to Exhibit 4.1 to the Company's Current ReportForm 8-K filed on January 13, 2023.
4.6Description of Capital Stock.*
10.12017 Stock Incentive Plan incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with the Commission on December 8, 2017.#
10.2Agreement between the Company and GW Holdings Group LLC dated November 15, 2021. Incorporated by reference to Exhibit 10.3 to the Form S-1 filled with the Commission on January 28, 2022.
10.3Form of Securities Purchase Agreement between the Company and funds managed by Warberg Asset Management LLC (“Warberg Funds”). Incorporated by reference to Exhibit 10.4 to the Form S-1 filled with the Commission on January 28, 2022.
10.4Form of Securities Purchase Agreement between the Company and investors other than Warberg Funds. Incorporated by reference to Exhibit 10.5 to the Form S-1 filled with the Commission on January 28, 2022.
10.5

Form of Securities Purchase Agreement incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on August 20, 2014 (the "August 2014 8-K").February 3, 2023.

10.6 
4.1012% Convertible Note, dated November 3, 2014 in the principal amount of $50,000 from the Company to JSJ Investments Inc. Incorporated by reference to Exhibit 4.10 to the 2014 10-K.
4.1110% Convertible redeemable Note dated November 7, 2014 in the principal amount of $71,660 from the Company to LG Capital Funding, LLC. Incorporated by reference to Exhibit 3.8 to the 2014 10-K.
- 40 -

Exhibit
NumberDescription
4.12Convertible Promissory Note dated January 5, 2015 in the principal amount of $66,000 from the Company to WHC Capital, LLC.*
4.1312% Convertible Note dated January 15, 2015 in the principal amount of $15,000 from the Company to JSJ Investments Inc.*
4.14Convertible Promissory Note of the Company, dated January 30, 2015, in the principal amount of $50,000 to Carl Suter.*
4.15Option to Purchase 10,000,000 shares of the Company's Common Stock issued on January 30, 2015 to Carl Suter.*
4.16Convertible Promissory Note of the Company, dated January 30, 2015, in the principal amount of $50,000 to 2004 Helvin Family Trust.*
4.17Option to Purchase 10,000,000 shares of the Company's Common Stock issued on January 30, 2015 to 2004 Helvin Family Trust.*
4.18Convertible Promissory Note of the Company, dated January 30, 2015, in the principal amount of $50,000 to The Nazari & Associates International Group Inc. Defined Benefit Plan.*
4.19Option to Purchase 10,000,000 shares of the Company's Common Stock issued on January 30, 2015 to The Nazari & Associates International Group Inc. Defined Benefit Plan.*
4.20Convertible Promissory Note of the Company, dated January 30, 2015, in the principal amount of $50,000 to Matthew H. Taylor.*
4.21Option to Purchase 10,000,000 shares of the Company's Common Stock issued on January 30, 2015 to Matthew H. Taylor.*
4.2212% Convertible Note dated May 28, 2015 in the principal amount of $25,000 from the Company to JSJ Investments Inc.*
4.2310% Convertible Redeemable Note dated June 4, 2015 in the principal amount of $27,825 from the Company to LG Capital Funding, LLC.*
4.24Convertible Promissory Note dated June 4, 2015 in the principal amount of $50,000 from the Company to Carl Suter.*
4.25Convertible Promissory Note dated June 9, 2015 in the principal amount of $25,000 from the Company to 2004 Helvin Family Trust.*
4.26Convertible Promissory Note dated June 10, 2015 in the principal amount of $25,000 from the Company to The Nazari & Associates International Group Inc. Defined Benefit Plan.*
4.27Convertible Promissory Note dated July 6, 2015 in the principal amount of $25,000 from the Company to 2004 Helvin Family Trust.*
4.28Convertible Promissory Note dated July 7, 2015 in the principal amount of $25,000 from the Company to The Nazari & Associates International Group Inc. Defined Benefit Plan.*
- 41 -

Exhibit
NumberDescription
4.29Convertible Promissory Note dated July 10, 2015 in the principal amount of $50,000 from the Company to Matthew H. Taylor.*
4.30Convertible Promissory Note dated July 24, 2015 in the principal amount of $22,500 from the Company to Carl Suter.*
4.318% Convertible Redeemable Promissory Note dated June 30, 2015 in the principal amount of $34,000 from the Company to GW Holdings Group, LLC.*
4.328% Convertible Redeemable Promissory Note dated August 18, 2015 in the principal amount of $22,500 from the Company to GW Holdings Group, LLC.*
4.338% Convertible Redeemable Promissory Note dated September 17, 2015 in the principal amount of $26,000 from the Company to GW Holdings Group, LLC.*
10.1EmploymentConsulting Services Agreement between the Company and Marc Fogassa. Incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the "2012 10-K").
10.22013 Stock Incentive Plan. Incorporated by reference to Exhibit 10.7 to the 2012 10-K.
10.3Securities Purchase Agreement dated as of February 21, 2014 between the Company and St George Investments LLC. Incorporated by reference to Exhibit 10.7 to the 2013 10K/A-1.
10.4Securities Purchase Agreement dated as of August 14, 2014, between the Company and St. George Investments, LLC.Jason Baybutt. Incorporated by reference to Exhibit 10.1 to the August 2014 8-K.Form 10-Q filed with the Commission on May 13, 2022.
10.7 
10.5Stock PurchaseAmended and Restated Employment Agreement dated as August 8, 2014 amongBetween Marc Fogassa and the Company, Farris Kincaid, Craig Kincaid, Kenneth Kincaid and Ronald Kincaid.Company. Incorporated by reference to Exhibit 10.910.1 to the 2014 10-K.Form S-1 filled with the Commission on January 28, 2022.#
10.8 
10.6Stock PurchaseEmployment Agreement dated as of April 10, 2015 between the Company and Gustavo Pereira de Aguiar. Incorporated by reference to Exhibit 10.2 to the Jonathan and Kristen Croxton Family Trust Dated September 18, 2009.*
10.7Stock Purchase Agreement dated as of April 10, 2015 betweenForm 10-Q filed with the Company and Trevor Smith.*
10.8Stock Purchase Agreement dated as of April 10, 2015 between the Company and Greg Reed.*
Commission on May 13, 2022.#
10.9StockForm of Securities Purchase Agreement dated as of April 10, 2015 betweenAgreement. Incorporated by reference to Exhibit 10.1 to the Company and Joshua Volen.*
Form 8-K filled with the Commission on February 3, 2023.
10.10Stock Purchase

Mineral Rights Agreement dated asJanuary 19, 2023 relating to the acquisition of April 29, 2015 between the Company and Jonathan and Kristen Croxton Family Trust Dated September 18, 2009.five lithium mineral rights.*

21.1
10.11Stock Purchase Warrant Agreement dated as of April 29, 2015 to purchase 15,576,923 Shares of Company's Common Stock Issued to the Jonathan and Kristen Croxton Family Trust Dated September 18, 2009.*
10.12Stock Purchase Agreement dated as of April 29, 2015 between the Company and Trevor Smith.*
10.13Stock Purchase Warrant Agreement dated as of April 29, 2015 to purchase 15,576,923 Shares of Company's Common Stock Issued to Trevor Smith.*
10.14Stock Purchase Agreement dated as of April 29, 2015 between the Company and Greg Reed.*
- 42 -

Exhibit
NumberDescription
10.15Stock Purchase Agreements dated as of August 10, 2015 between the Company and Benjamin Khowong.*
10.16Exchange Agreement dated as of August 11, 2015 between the Company and Carl Suter.*
10.17Exchange Agreement dated as of August 11, 2015 between the Company and the 2004 Helvin Family Trust.*
10.18Exchange Agreement dated as of August 11, 2015 between the Company and The Nazari & Associates International Group Inc. Defined Benefit Plan.*
10.19Exchange and Stock Purchase Agreement dated as of September 18, 2015 between the Company and Carl Suter.*
10.20Exchange Agreement dated as of September 30, 2015 between the Company and Matthew H. Taylor.*
10.21Stock Purchase Agreement dated as September 18, 2015 between the Company and the 2004 Helvin Family Trust.*
10.22Stock Purchase Agreement dated as September 21, 2015 between the Company and The Nazari & Associates International Group Inc. Defined Benefit Plan.*
10.23Stock Purchase Agreement dated as of September 26, 2015 between the Company and Benjamin Khowong.*
10.24Stock Purchase Agreement dated as of October 26, 2015 between the Company and Benjamin Khowong.*
10.25Stock Purchase Agreement dated as of November 23, 2015 between the Company and Benjamin Khowong.*
10.26Stock Purchase Agreement dated as of December 24, 2015 between the Company and Craig Kincaid.*
10.27 Stock Purchase Agreement dated as of December 28, 2015 between the Company and Benjamin Khowong.*
10.28 Exchange Agreement dated as of December 29, 2015 between the Company and Benjamin Khowong.*
10.29Modification dated December 30, 2015 to the Diamond Delivery Agreement initially entered into on March 4, 2014 between the Company, the Suter Family Trust U/T/A Dated April 12, 2002, and The Nazari/Singley Family Trust U/T/A dated May 23, 1995, with The Law Firm of William A. Wurch, PC as collateral agent.*
10.30Modification dated December 30, 2015 to the Diamond Delivery Agreement initially entered into on April 29, 2014 between the Company, The Suter Family Trust U/T/A Dated April 12, 2002, The Nazari/Singley Family Trust U/T/A dated May 23, 1995, John W. Helvin, Jr., Matthew H. Taylor, with The Law Firm of William A. Wurch, PC as collateral agent.*
21.1Subsidiaries of the Company. *Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March 31, 2021.
31.1
31.1Certification of the Chief Executive Officer pursuant to Section 15d-14(a)13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
31.2Certification of Chief Financial Officer pursuant to Section 15d-14(a)13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
32.1Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 135,1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
10196.1Technical Report Summary on the Rio Piracicaba Project from Apollo Resources Corporation. Incorporated by reference to Exhibit 96.1 to the Current Report on Form 8-K/A filed with the SEC on June 3, 2022.
96.2Technical Report Summary on the Das Neves Lithium Project. Incorporated by reference to Exhibit 96.1 to the Current Report on Form 8-K filed with the SEC on September 8, 2022.
101*Interactive Data files pursuant to Rule 405 of Regulation S-TS-T.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Filed herewith
**Furnished herewith
#Indicates management contract or compensatory plan

Item 16. Form 10-K Summary

The Company has elected not to provide a summary.

66
- 43 -
Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Atlas Lithium Corporation
Date: March 30, 2023By:/s/ Marc Fogassa
Marc Fogassa
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

SignatureTitleDate
/s/ Marc FogassaMarch 30, 2023
Marc FogassaChief Executive Officer (Principal Executive Officer) and Chairman of the Board
/s/ Gustavo Pereira de AguiarMarch 30, 2023
Gustavo Pereira de AguiarChief Financial Officer (Principal Financial and Accounting Officer)
/s/ Roger NoriegaDirectorMarch 30, 2023
Ambassador Roger Noriega
/s/ Cassiopeia OlsonDirectorMarch 30, 2023
Cassiopeia Olson, Esq.
/s/ Stephen PetersonDirectorMarch 30, 2023
Stephen Peterson, CFA

67