Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 7 |
Entity Registrant Name | ATLAS LITHIUM CORPORATION |
Entity Central Index Key | 0001540684 |
Entity Tax Identification Number | 39-2078861 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | Rua Bahia, 2463 |
Entity Address, Address Line Two | Suite 205 |
Entity Address, Address Line Three | Belo Horizonte |
Entity Address, City or Town | Minas Gerais |
Entity Address, Postal Zip Code | 30.160-012, Brazil |
City Area Code | 55 |
Local Phone Number | 11-3956-1109 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 433 North Camden Drive, Suite 810 |
Entity Address, City or Town | Beverly Hills |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 90210 |
City Area Code | (833) |
Local Phone Number | 661-7900 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 418,263 | $ 22,776 | $ 253,598 |
Accounts receivable | 247 | 1,401 | 20,106 |
Taxes recoverable | 17,086 | 16,507 | 17,726 |
Prepaid expenses | |||
Inventory | 11,676 | ||
Deposits and advances | 25,968 | 17,246 | 2,039 |
Total current assets | 461,564 | 57,930 | 305,145 |
Property and equipment, net | 117,534 | 53,827 | 89,276 |
Intangible assets, net | 4,829,276 | 1,302,440 | 407,467 |
Equity investments | 150,000 | 150,000 | 150,000 |
Total assets | 5,558,374 | 1,564,197 | 951,888 |
Current liabilities: | |||
Accounts payable and accrued expenses | 2,922,439 | 988,238 | 652,119 |
Convertible notes payable | 872,720 | ||
Loans payable | 235,308 | ||
Related party notes and other payables | 14,785 | 10,167 | 566,743 |
Total current liabilities | 2,937,224 | 998,405 | 2,326,890 |
Other noncurrent liabilities | 25,211 | 108,926 | 121,250 |
Total liabilities | 2,962,435 | 1,107,331 | 2,448,140 |
Stockholders’ deficit: | |||
Common stock, $0.001 par value. 4,000,000,000 and 3,250,000,000 shares authorized; 3,654,524,113 and 3,109,178,852 shares as of September 30, 2022 and December 31, 2021, respectively | 3,654,524 | 3,109,179 | 1,997,930 |
Additional paid-in capital | 55,614,243 | 51,466,376 | 47,489,116 |
Accumulated other comprehensive loss | (687,951) | (712,810) | (775,113) |
Accumulated deficit | (57,388,127) | (54,957,429) | (52,185,071) |
Total Atlas Lithium Corporation stockholders’ equity (deficit) | 1,192,904 | (1,094,469) | (3,473,137) |
Non-controlling interest | 1,403,035 | 1,551,335 | 1,976,885 |
Total stockholders’ equity | 2,595,939 | 456,866 | (1,496,252) |
Total liabilities and stockholders’ equity | 5,558,374 | 1,564,197 | 951,888 |
Series A Preferred Stock [Member] | |||
Stockholders’ deficit: | |||
Preferred stock | 1 | 1 | 1 |
Series D Preferred Stock [Member] | |||
Stockholders’ deficit: | |||
Preferred stock | $ 214 | $ 214 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 4,000,000,000 | 3,250,000,000 | 3,250,000,000 |
Common stock, shares issued | 3,654,524,113 | 3,109,178,852 | 1,997,930,297 |
Common stock, shares outstanding | 3,654,524,113 | 3,109,178,852 | 1,997,930,297 |
Series A Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1 | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 | 1 |
Series D Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 214,006 | 214,006 | 0 |
Preferred stock, shares outstanding | 214,006 | 214,006 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Revenue | $ 3,301 | $ 2,984 | $ 6,145 | $ 9,088 | $ 10,232 | $ 23,446 |
Cost of revenue | 27,534 | 27,382 | 63,732 | 74,476 | 245,810 | 129,943 |
Gross loss | (24,233) | (24,398) | (57,587) | (65,388) | (235,578) | (106,497) |
Operating expenses | ||||||
Professional fees | 45,978 | 150,510 | 189,999 | 252,307 | 259,547 | 170,071 |
General and administrative | 478,899 | 318,368 | 1,101,290 | 851,525 | 1,114,061 | 551,584 |
Compensation and related costs | 172,730 | 47,272 | 559,319 | 227,741 | 436,560 | 329,044 |
Stock based compensation | 386,287 | 191,185 | 1,029,476 | 1,228,598 | 1,470,346 | 124,357 |
Other operating expenses | 163,800 | 184,221 | ||||
Total operating expenses | 1,247,694 | 707,335 | 3,064,305 | 2,560,171 | 3,280,514 | 1,175,056 |
Loss from operations | (1,271,927) | (731,733) | (3,121,892) | (2,625,559) | (3,516,092) | (1,281,553) |
Other expense (income) | ||||||
Interest on promissory notes | 77,856 | 239,099 | 240,760 | 178,043 | ||
Amortization of debt discounts and other fees | 11,005 | 12,839 | 12,839 | 249,270 | ||
Extinguishment of debt | 224,812 | 255,991 | ||||
Forgiveness of accrued interest payable on note payable | (238,151) | |||||
Loss on share exchange agreement with related party | 76,926 | |||||
Other expense (income) | (1,917) | (3) | (3,883) | (218) | (217) | (1,606) |
Total other expense | (1,917) | 88,858 | (3,883) | 476,532 | 509,373 | 264,482 |
Loss before provision for income taxes | (1,270,010) | (820,591) | (3,118,009) | (3,102,091) | (4,025,465) | (1,546,035) |
Provision for income taxes | ||||||
Net loss | (1,270,010) | (820,591) | (3,118,009) | (3,102,091) | (4,025,465) | (1,546,035) |
Loss attributable to non-controlling interest | (241,818) | (201,452) | (687,311) | (940,256) | (1,253,107) | (404,372) |
Net loss attributable to Atlas Lithium Corporation stockholders | $ (1,028,192) | $ (619,139) | $ (2,430,698) | $ (2,161,835) | $ (2,772,358) | $ (1,141,663) |
Basic and diluted loss per share | ||||||
Net loss per share attributable to Atlas Lithium Corporation common stockholders | ||||||
Weighted-average number of common shares outstanding: | ||||||
Basic and diluted | 3,434,765,947 | 2,946,874,985 | 3,434,765,947 | 2,659,344,430 | 2,767,248,003 | 1,271,251,526 |
Comprehensive loss: | ||||||
Net loss | $ (1,270,010) | $ (820,591) | $ (3,118,009) | $ (3,102,091) | $ (4,025,465) | $ (1,546,035) |
Foreign currency translation adjustment | (267,594) | 6,794 | 38,870 | 25,498 | 56,815 | (134,914) |
Comprehensive loss | (1,537,604) | (813,797) | (3,079,139) | (3,076,593) | (3,968,650) | (1,680,949) |
Comprehensive loss attributable to noncontrolling interests | (472,483) | (185,647) | (673,300) | (940,450) | (1,258,595) | (345,130) |
Comprehensive loss attributable to Atlas Lithium Corporation stockholders | $ (1,065,121) | $ (628,150) | $ (2,405,839) | $ (2,136,143) | $ (2,710,055) | $ (1,335,819) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] | Preferred Stock [Member] Series D Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 1 | $ 1,132,435 | $ 47,724,570 | $ (580,957) | $ (51,043,408) | $ 1,446,715 | $ (1,320,644) | |||
Beginning balance, shares at Dec. 31, 2019 | 1 | 1,132,435,380 | ||||||||
Issuance of common stock in connection with sales made under private offerings | $ 420,000 | (100,000) | 320,000 | |||||||
Issuance of common stock in connection with sales made under private offerings, shares | 420,000,000 | |||||||||
Issuance of common stock in connection with the exercise of common stock options | $ 161,636 | (161,636) | ||||||||
Issuance of common stock in connection with the exercise of common stock options, shares | 161,636,427 | |||||||||
Issuance of common stock in exchange for consulting, professional and other services | $ 32,566 | 11,092 | 43,658 | |||||||
Issuance of common stock in exchange for consulting, professional and other services, shares | 32,565,515 | |||||||||
Issuance of common stock in connection with share exchange agreement with related party | $ 53,947 | 22,979 | 76,926 | |||||||
Issuance of common stock in connection with share exchange agreement with related party, shares | 53,947,368 | |||||||||
Issuance of common stock to related parties in lieu of cash for loans payable and other accrued obligations | $ 200 | 80 | 280 | |||||||
Issuance of common stock to related parties in lieu of cash for loans payable and other accrued obligations, shares | 200,000 | |||||||||
Conversion of convertible debenture(s) and other indebtedness into common stock | $ 397,146 | (232,326) | 164,820 | |||||||
Conversion of convertible debenture(s) and other indebtedness into common stock, shares | 397,145,607 | |||||||||
Exchange of common stock for Jupiter Gold common stock | $ (200,000) | 100,000 | 100,000 | |||||||
Exchange of common stock for Jupiter Gold common stock, shares | (200,000,000) | |||||||||
Stock based compensation | 124,357 | 124,357 | ||||||||
Change in foreign currency translation | (194,156) | 59,242 | (134,914) | |||||||
Sale of Jupiter Gold common stock in connection with equity offerings | 525,000 | 525,000 | ||||||||
Sale of Apollo Resources common stock in connection with equity offerings | 250,300 | 250,300 | ||||||||
Net loss | (1,141,663) | (404,372) | (1,546,035) | |||||||
Ending balance, value at Dec. 31, 2020 | $ 1 | $ 1,997,930 | 47,489,116 | (775,113) | (52,185,071) | 1,976,885 | (1,496,252) | |||
Ending balance, shares at Dec. 31, 2020 | 1 | 1,997,930,297 | ||||||||
Issuance of common stock in connection with sales made under private offerings | $ 136,220 | 680,430 | 816,650 | |||||||
Issuance of common stock in connection with sales made under private offerings, shares | 136,219,930 | |||||||||
Stock based compensation | 1,228,598 | 1,228,598 | ||||||||
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 | 267,500 | 267,500 | ||||||||
Net loss | (2,161,835) | (940,256) | (3,102,091) | |||||||
Conversion of related party convertible notes and other indebtedness into Series D preferred stock | $ 214 | 641,804 | 642,018 | |||||||
Conversion of related party convertible notes and other indebtedness into Series D preferred stock, shares | 214,006 | |||||||||
Conversion of convertible notes and accrued interest payable into common stock | $ 504,676 | 730,231 | 1,234,907 | |||||||
Conversion of convertible notes and accrued interest payable into common stock, shares | 504,676,193 | |||||||||
Issuance of common stock in exchange for consulting, professional and other services | $ 14,955 | 136,592 | 31,845 | 183,392 | ||||||
Issuance of common stock in exchange for consulting, professional and other services, shares | 14,954,949 | |||||||||
Change in foreign currency translation | 25,692 | (194) | 25,498 | |||||||
Issuance of common stock in connection with the exercise of common stock options and warrants | $ 396,918 | (321,918) | 70,700 | 145,700 | ||||||
Issuance of common stock in connection with the exercise of common stock options and warrants, shares | 396,917,702 | |||||||||
Issuance of common stock warrants in connection with the issuance of convertible notes | 356,827 | 356,827 | ||||||||
Ending balance, value at Sep. 30, 2021 | $ 1 | $ 214 | $ 3,050,699 | 50,941,680 | (749,421) | (54,346,906) | 1,524,480 | 420,747 | ||
Ending balance, shares at Sep. 30, 2021 | 1 | 214,006 | 3,050,699,071 | |||||||
Beginning balance, value at Dec. 31, 2020 | $ 1 | $ 1,997,930 | 47,489,116 | (775,113) | (52,185,071) | 1,976,885 | (1,496,252) | |||
Beginning balance, shares at Dec. 31, 2020 | 1 | 1,997,930,297 | ||||||||
Conversion of related party convertible notes and other indebtedness into Series D preferred stock | $ 214 | 641,804 | 642,018 | |||||||
Conversion of related party convertible notes and other indebtedness into Series D preferred stock, shares | 214,006 | |||||||||
Issuance of common stock in connection with sales made under private offerings | $ 174,020 | 766,989 | 941,009 | |||||||
Issuance of common stock in connection with sales made under private offerings, shares | 174,019,679 | |||||||||
Issuance of common stock in connection with the exercise of common stock options | $ 396,917 | (246,917) | 70,700 | 220,700 | ||||||
Issuance of common stock in connection with the exercise of common stock options, shares | 396,917,702 | |||||||||
Issuance of common stock in exchange for consulting, professional and other services | $ 16,601 | 148,934 | 31,845 | 197,380 | ||||||
Issuance of common stock in exchange for consulting, professional and other services, shares | 16,600,539 | |||||||||
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 | $ 523,711 | 839,277 | 1,362,988 | |||||||
Conversion of convertible debenture(s) and other indebtedness into common stock, shares | 523,710,635 | |||||||||
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 | ||||||||
Net loss | (2,772,358) | (1,253,107) | (4,025,465) | |||||||
Conversion of related party convertible notes and other indebtedness into Series D preferred stock, shares | 19,034,442 | |||||||||
Ending balance, value at Dec. 31, 2021 | $ 1 | $ 214 | $ 3,109,179 | 51,466,376 | (712,810) | (54,957,429) | 1,551,335 | 456,866 | ||
Ending balance, shares at Dec. 31, 2021 | 1 | 214,006 | 3,109,178,852 | |||||||
Beginning balance, value at Jun. 30, 2021 | $ 1 | $ 2,925,793 | 49,932,050 | (740,410) | (53,727,767) | 1,490,677 | (119,656) | |||
Beginning balance, shares at Jun. 30, 2021 | 1 | 2,925,793,327 | ||||||||
Stock based compensation | 191,185 | 191,185 | ||||||||
Sale of Apollo Resources common stock in connection with equity offerings | 217,500 | 217,500 | ||||||||
Net loss | (619,139) | (201,452) | (820,591) | |||||||
Conversion of related party convertible notes and other indebtedness into Series D preferred stock | $ 214 | 641,804 | 642,018 | |||||||
Conversion of related party convertible notes and other indebtedness into Series D preferred stock, shares | 214,006 | |||||||||
Issuance of common stock in connection with the exercise of common stock options | $ 26,087 | 123,913 | 150,000 | |||||||
Issuance of common stock in connection with the exercise of common stock options, shares | 26,086,958 | |||||||||
Issuance of common stock warrants in connection with the issuance of convertible notes | $ 83,864 | (83,864) | 1,950 | 1,950 | ||||||
Issuance of common stock warrants in connection with the issuance of convertible notes, shares | 83,863,837 | |||||||||
Conversion of convertible notes and accrued interest payable into common stock | ||||||||||
Conversion of convertible notes and accrued interest payable into common stock, shares | ||||||||||
Issuance of common stock in exchange for consulting, professional and other services | $ 14,955 | 136,592 | 151,547 | |||||||
Issuance of common stock in exchange for consulting, professional and other services, shares | 14,954,949 | |||||||||
Change in foreign currency translation | (9,011) | 15,805 | 6,794 | |||||||
Ending balance, value at Sep. 30, 2021 | $ 1 | $ 214 | $ 3,050,699 | 50,941,680 | (749,421) | (54,346,906) | 1,524,480 | 420,747 | ||
Ending balance, shares at Sep. 30, 2021 | 1 | 214,006 | 3,050,699,071 | |||||||
Beginning balance, value at Dec. 31, 2021 | $ 1 | $ 214 | $ 3,109,179 | 51,466,376 | (712,810) | (54,957,429) | 1,551,335 | 456,866 | ||
Beginning balance, shares at Dec. 31, 2021 | 1 | 214,006 | 3,109,178,852 | |||||||
Issuance of common stock in connection with sales made under private offerings | $ 457,626 | 2,156,110 | 2,613,736 | |||||||
Issuance of common stock in connection with sales made under private offerings, shares | 457,625,961 | |||||||||
Stock based compensation | 1,029,476 | 1,029,476 | ||||||||
Sale of Jupiter Gold common stock in connection with equity offerings | 50,000 | 50,000 | ||||||||
Sale of Apollo Resources common stock in connection with equity offerings | 525,000 | 525,000 | ||||||||
Net loss | (2,430,698) | (687,311) | (3,118,009) | |||||||
Change in foreign currency translation | 24,859 | 14,011 | 38,870 | |||||||
Issuance of common stock in connection with purchase of mining rights | $ 87,719 | 912,281 | 1,000,000 | |||||||
Issuance of common stock in connection with purchase of mining rights, shares | 87,719,300 | |||||||||
Ending balance, value at Sep. 30, 2022 | $ 1 | $ 214 | $ 3,654,524 | 55,614,243 | (687,951) | (57,388,127) | 1,403,035 | 2,595,939 | ||
Ending balance, shares at Sep. 30, 2022 | 1 | 214,006 | 3,654,524,113 | |||||||
Beginning balance, value at Jun. 30, 2022 | $ 1 | $ 214 | $ 3,385,151 | 53,219,553 | (651,022) | (56,359,935) | 1,603,630 | 1,197,592 | ||
Beginning balance, shares at Jun. 30, 2022 | 1 | 214,006 | 3,385,151,300 | |||||||
Issuance of common stock in connection with sales made under private offerings | $ 181,654 | 1,046,122 | 1,227,776 | |||||||
Issuance of common stock in connection with sales made under private offerings, shares | 181,653,513 | |||||||||
Stock based compensation | 386,287 | 271,888 | 658,175 | |||||||
Sale of Jupiter Gold common stock in connection with equity offerings | 50,000 | 50,000 | ||||||||
Sale of Apollo Resources common stock in connection with equity offerings | ||||||||||
Net loss | (1,028,192) | (241,818) | (1,270,010) | |||||||
Change in foreign currency translation | (36,929) | (230,665) | (267,594) | |||||||
Issuance of common stock in connection with purchase of mining rights | $ 87,719 | 912,281 | 1,000,000 | |||||||
Issuance of common stock in connection with purchase of mining rights, shares | 87,719,300 | |||||||||
Ending balance, value at Sep. 30, 2022 | $ 1 | $ 214 | $ 3,654,524 | $ 55,614,243 | $ (687,951) | $ (57,388,127) | $ 1,403,035 | $ 2,595,939 | ||
Ending balance, shares at Sep. 30, 2022 | 1 | 214,006 | 3,654,524,113 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities of continuing operations: | ||||
Net loss | $ (3,118,009) | $ (3,102,091) | $ (4,025,465) | $ (1,546,035) |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Stock based compensation and services | 1,029,476 | 1,442,377 | 1,653,738 | 168,015 |
Forgiveness of accrued interest payable on note payable | (238,151) | |||
Depreciation and amortization | (16,717) | 28,128 | ||
Amortization of debt discounts | 12,839 | 44,019 | 249,270 | |
Common stock issued in satisfaction of other financing costs | 91,996 | 91,996 | ||
Convertible debt issued in satisfaction of other financing costs | 37,212 | 35,551 | 22,314 | |
Preferred stock issued in satisfaction of interest and other financing costs | 75,276 | 75,276 | ||
Loss on share exchange agreement with related party | 76,926 | |||
Loss on extinguishment of debt | 224,812 | 255,992 | ||
Depreciation and amortization | 37,328 | 47,765 | ||
Provision for excess or obsolete inventory | 11,246 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 1,154 | 19,238 | 17,917 | (30,432) |
Taxes recoverable | (579) | |||
Deposits and advances | (8,722) | (16,285) | (15,873) | 1,698 |
Intangible assets | (672,601) | |||
Accounts payable and accrued expenses | 1,938,819 | (14,244) | 720,717 | 84,776 |
Accrued salary due to officer | 195,786 | |||
Other noncurrent liabilities | (83,715) | (535) | (4,122) | (28,713) |
Net cash used in operating activities | (258,293) | (1,201,277) | (1,774,281) | (996,781) |
Cash flows from investing activities: | ||||
Acquisition of capital assets | (46,990) | (6,574) | (6,856) | (1,902) |
Increase in intangible assets | (2,526,836) | (265,579) | (281,905) | (11,741) |
Net cash used in investing activities | (2,573,826) | (272,153) | (288,761) | (13,643) |
Cash flows from financing activities: | ||||
Loan from (to) officer | 24,488 | (16,931) | ||
Net proceeds from sale of common stock | 2,613,736 | 891,650 | 1,074,558 | 320,000 |
Proceeds from sale of subsidiary common stock to noncontrolling interests | 575,000 | 456,200 | 801,200 | 775,300 |
Proceeds from convertible notes payable | 125,000 | 125,000 | ||
Proceeds from loans payable | 26,180 | |||
Repayment of loans payable | (235,308) | (235,308) | ||
Net cash provided by financing activities | 3,188,736 | 1,237,542 | 1,789,938 | 1,104,549 |
Effect of exchange rates on cash and cash equivalents | 38,870 | 422 | 42,282 | 8,385 |
Net increase (decrease) in cash and cash equivalents | 395,487 | (235,466) | (230,822) | 102,510 |
Cash and cash equivalents at beginning of period | 22,776 | 253,598 | 253,598 | 151,088 |
Cash and cash equivalents at end of period | 418,263 | 18,132 | 22,776 | 253,598 |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Related party convertible note payable exchanged for stock | 566,743 | 566,743 | ||
Shares issued in connection with conversion of debt and accrued interest | 1,234,907 | 1,362,245 | 164,820 | |
Shares issued in connection with relief of related party payable | 280 | |||
Common stock warrants issued in connection with convertible promissory notes | $ 40,019 | $ 40,019 |
ORGANIZATION, BUSINESS AND SUMM
ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business Brazil Minerals, Inc. (“Brazil Minerals” or the “Company”) was incorporated as Flux Technologies, Corp. under the laws of the State of Nevada, U.S. on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration. Brazil Minerals, through subsidiaries, owns mineral rights in Brazil for gold, diamonds, lithium, rare earths, titanium, iron, nickel, cobalt and sand. Basis of Presentation and 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, 2021 and 2020, the consolidated financial statements include the accounts of the Company; its 99.99 50 99.99 46.17 24.56 All material intercompany accounts and transactions have been eliminated in consolidation. 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. Going Concern The condensed 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. 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. Historically, the Company has funded its operations primarily through the issuance of debt and equity securities. Management’s plan to fund its capital requirements and ongoing operations include the generation of revenue from its mining operations and projects. Management’s secondary plan to cover any shortfall is selling its equity securities, including common stock in the Company, or common stock in Apollo Resources and Jupiter Gold that it owns, and obtaining debt financing. There can be no assurance the Company will be successful in these efforts. Fair Value of Financial Instruments The Company follows 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 our Company. Unobservable inputs are inputs that reflect our Company’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. As of December 31, 2021, and 2020, the Company’s derivative liabilities were considered a level 2 liability. See Note 3 for a discussion regarding the determination of the fair market value. The Company does not have any level 3 assets or liabilities. The Company’s 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. 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’s bank accounts are deposited in FDIC insured institutions. Funds held in U.S. banks are insured up to $ 250,000 250,000 44,799 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 the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the 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 deteriorate, resulting in their inability to make payments, a specific allowance will be required. Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Inventory Inventory for the Company consisted of ore stockpile, containing auriferous and diamondiferous gravel, which after processing in a recovery plant yields diamonds and gold, and is stated at lower of cost or market. No value was placed on sand. The amount of any write-down of inventories to net realizable value and all losses, are recognized in the period the write-down of loss occurs. During fiscal 2021, management refocused on our hard-rock lithium project and wrote off the balance of our unprocessed auriferous and diamondiferous gravel for $ 135,656 0 Taxes Receivable The Company records a receivable for value added taxes receivable 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. 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 the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’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’ carrying amount. As of December 31, 2021 and 2020, 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 rights awarded by the Brazilian national mining department and held by the Company’s subsidiaries. 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 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. 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 Revenue Recognition The Company recognizes revenue under 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 to 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 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 identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following 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 extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each 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 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. 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’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. 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’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. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance. Foreign Currency The Company’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’s consolidated statements of operations were negligible for all periods presented. Income Taxes 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, 2021 and 2020, the Company’s deferred tax assets had a full valuation allowance. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than 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% The Company has identified the United States Federal tax returns as its “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 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, 2021, the Company’s potentially dilutive securities relate to common stock issuable in connection with convertible notes payable, options and warrants. As of December 31, 2021, 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’s authorized, but unissued shares of common stock. 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: In 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 for Convertible Instruments and Contracts in an Entity’s Own Equity 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), | |
ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business Atlas Lithium Corporation (“Atlas Lithium” or the “Company”) was incorporated as Flux Technologies, Corp. under the laws of the State of Nevada, U.S. on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration. The Company was formally known as Brazil Minerals, Inc. between January 22, 2013 and September 26, 2022. Atlas Lithium, through subsidiaries, owns mineral rights in Brazil for lithium, nickel, rare earths, titanium, graphite, gold, diamonds, and sand, and through subsidiaries, iron, gold and quartzite. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”) and are expressed in United States dollars. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2022, and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2022 and 2021, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2022. The condensed consolidated financial statements include the accounts of the Company; its 99.99 50 99.99 44.41 24.56 All material intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with US GAAP 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. ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Going Concern The condensed 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. 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. Historically, the Company has funded its operations primarily through the issuance of debt and equity securities. Management’s plan to fund its capital requirements and ongoing operations include the sale of common stock in the Company, and, over time, generation of revenue from its mining operations and projects. Management’s secondary plan to cover any shortfall is selling common stock in Apollo Resources or Jupiter Gold that it owns. There can be no assurance the Company will be successful in these efforts. 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: In February 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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), ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
COMPOSITION OF CERTAIN FINANCIA
COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Composition Of Certain Financial Statement Items | ||
COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS | NOTE 2 - COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS Property and Equipment The following table sets forth the components of the Company’s property and equipment at September 30, 2022 and December 31, 2021: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2022 December 31, 2021 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Computers and office equipment $ 3,880 $ (3,380 ) $ - $ 3,880 $ (2,778 ) $ 1,063 Machinery and equipment 407,534 (351,036 ) 56,498 334,253 (281,489 ) 52,764 Vehicles 76,230 (76,230 ) - 118,653 (118,653 ) - Land 61,037 - 61,037 Total fixed assets $ 548,680 $ (431,146 ) $ 117,534 $ 456,747 $ (402,920 ) $ 53,827 For the three and nine months ended September 30, 2022, the Company recorded depreciation expense of $ 1,086 16,717 4,518 28,128 Intangible Assets Intangible assets consisting of mining rights are not amortized as the mining rights are perpetual. The carrying value was $ 4,829,276 1,302,440 Equity Investments without Readily Determinable Fair Values On October 2, 2017, the Company entered into an exchange agreement whereby it issued 25,000,000 500,000 150,000 0.006 On March 11, 2020, the Company issued 53,947,368 76,926 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 ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED) Accounts Payable and Accrued Liabilities SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2022 December 31, 2021 Accounts payable and other accruals $ 441,714 $ 310,047 Mineral rights payable 2,480,725 672,601 Accrued interest - 5,590 Total $ 2,922,439 $ 988,238 | NOTE 2 - 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, 2021 and 2020: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2021 December 31, 2020 Cost Accumulated Net Book Cost Accumulated Net Book Capital assets subject to depreciation: Computers and office equipment $ 3,880 $ (2,778 ) $ 1,063 $ 3,880 $ (573 ) $ 3,307 Machinery and equipment 334,253 (281,489 ) 52,764 348,376 (271,107 ) 77,269 Vehicles 118,653 (118,653 ) - 127,416 (118,716 ) 8,700 Total fixed assets $ 456,747 $ (402,920 ) $ 53,827 $ 479,672 $ (390,396 ) $ 89,276 For the years ended December 31, 2021, and 2020, the Company recorded depreciation expense of $ 37,328 47,765 Intangible Assets Intangible assets consist of mining rights are not amortized as the mining rights are perpetual. The carrying value was $ 1,302,440 407,467 no Equity Investments without Readily Determinable Fair Values On October 2, 2017, the Company entered into an exchange agreement whereby it issued 25,000,000 500,000 150,000 0.006 On March 11, 2020, the Company issued 53,947,368 76,926 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 As of December 31, 2021, 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 2021 2020 Accounts payable and other accruals $ 310,047 $ 327,704 Mineral rights payable 672,601 - Accrued interest 5,590 324,415 Total $ 988,238 $ 652,119 |
CONVERTIBLE PROMISSORY NOTES PA
CONVERTIBLE PROMISSORY NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES PAYABLE | NOTE 3 - CONVERTIBLE PROMISSORY NOTES PAYABLE The following tables set forth the components of the Company’s convertible debentures as of December 31, 2021 and 2020: SCHEDULE OF CONVERTIBLE DEBENTURES December 31, December 31, December 31, December 31, 2021 2020 Convertible notes payable - fixed conversion price $ - $ 244,000 Convertible notes payable - variable conversion price - 628,720 Less: loan discounts - - Total convertible notes, net $ - $ 872,720 The following table sets forth a summary of change in our convertible notes payable for the years ended December 31, 2021 and 2020: SUMMARY OF CHANGE IN CONVERTIBLE NOTES PAYABLE December 31, December 31, December 31, December 31, 2021 2020 Beginning balance $ 872,720 $ 824,614 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 44,019 153,000 Increase in principal amounts outstanding due to lender adjustments per terms of the note agreements - 22,314 Conversion of convertible note principal into common stock (1,038,932 ) (127,208 ) Repayments of convertible notes payable (270,000 ) - Total convertible notes, net $ - $ 872,720 Convertible Notes Payable - Fixed Conversion Price On January 7, 2014, the Company issued to a family trust a senior secured convertible promissory note in the principal amount, and received gross proceeds, of $ 244,000 488,000 62.50 244,000 12 50.00 The outstanding principal on the note was payable on March 31, 2015, which as of the date 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 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 238,151 On February 3, 2021, the Company issued 20,000,000 80,000 86,246,479 334,986 0 On June 18, 2021, Company issued to one noteholder a $ 129,000 125,000 8.0 0.001 4,000 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 0.0122 4 0.89 443.3 19,034,442 129,000 4,241 0 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, 2016, the Company issued to one noteholder, in various transactions, $ 242,144 232,344 8.0 0.0001 241,852 0 During the year ended December 31, 2017, the Company issued to one noteholder in various transactions $ 477,609 454,584 8.0 0.0001 447,272 182,872,798 50,000 14,004 0 During the year ended December 31, 2018, the Company issued to one noteholder in various transactions $ 137,306 130,556 8.0 0.0001 122,755 23,118,645 118,996 27,496 0 During the year ended December 31, 2019, the Company issued to one noteholder in various transactions $ 282,000 276,000 8.0 0.0001 276,000 6,000 156,438,271 310,200 40,186 0 On April 9, 2021, the Company issued 36,000,000 186,736 62,302 15,000,000 0.0125 December 31, 2021 224,812 0.0158 0.7 0.35 440.5 15,000,000 On January 19, 2021, the Company issued to one noteholder a $ 270,000 8.0 January 19, 2025 After six months from issuance, the 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. 0.0001 On May 7, 2021, the Company repaid $ 270,000 6,391 0 |
LOANS PAYABLE
LOANS PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 4 - LOANS PAYABLE As of December 31, 2020, the Company had $ 235,308 8.0 235,308 24,654 0 |
OTHER NONCURRENT LIABILITIES
OTHER NONCURRENT LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | ||
OTHER NONCURRENT LIABILITIES | NOTE 3 - OTHER NONCURRENT LIABILITIES Other noncurrent liabilities are comprised solely of social contributions and other employee-related costs at operating subsidiaries located in Brazil. The Company has been funding these amounts upon the termination of a worker or employee. The balance of these employee related costs as of September 30, 2022 and December 31, 2021 amounted to $ 25,211 108,926 | NOTE 5 - OTHER NONCURRENT LIABILITIES Other noncurrent liabilities are comprised solely of social contributions and other employee-related costs at our operating subsidiaries located in Brazil. The Company has been funding these amounts upon the termination of a worker or employee. The balance of these employee related costs as of December 31, 2021 and 2020 amounted to $ 108,926 121,250 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 4 - STOCKHOLDERS’ EQUITY Authorized and Amendments As of September 30, 2022, the Company had 4,000,000,000 0.001 ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 the Series A Stock provides that for so long as Series A Stock is issued and outstanding, the holders of Series A Stock shall vote together as a single class with the holders of the Company’s Common Stock, whereby the holders of Series A Stock is entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A 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 Series D Preferred Stock On September 14, 2021, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (“Series D Stock”) to designate 1,000,000 10,000 On September 15, 2021, the Company issued 214,006 566,743 75,276 Nine Months Ended September 30, 2022 Transactions During the nine months ended September 30, 2022, the Company issued 457,625,961 2,613,736 87,719,300 1,000,000 Nine Months Ended September 30, 2021 Transactions During the nine months ended September 30, 2021, the Company issued 136,219,930 816,650 504,676,193 1,234,906 396,917,702 75,000 423,816,100 14,954,949 183,393 Common Stock Options During the nine months ended September 30, 2022, the Company granted options to purchase an aggregate of 279,187,906 675,478 0.0016 0.01 0.0% 79.0% 206% 1.51% 3.19% ten years As of September 30, 2022, the Company has 421,271,661 0.0111 1.61 469,610,442 Series D Stock Options During the nine months ended September 30, 2022, the Company granted options to purchase an aggregate of 27,000 597,978 0.0016 0.01 0.0% 79.0% 206% 1.51% 3.19% ten years As of September 30, 2022, the Company has 63,000 9,86 9.17 621,228 ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 6 - STOCKHOLDERS’ DEFICIT STOCKHOLDERS’ EQUITY Authorized and Amendments As of December 31, 2021, the Company had 3,250,000,000 0.001 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 Stock is issued and outstanding, the holders of Series A Stock shall vote together as a single class with the holders of the Company’s Common Stock, with the holders of Series A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A 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 Series D Preferred Stock On September 14, 2021, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (“Series D Stock”) to designate 1,000,000 10,000 On September 15, 2021, the Company issued 214,006 566,743 75,275 Year Ended December 31, 2021 Transactions During the year ended December 31, 2021, the Company issued 174,019,679 941,009 523,710,635 1,362,988 75,000 423,816,100 16,600,539 165,534 Year Ended December 31, 2020 Transactions During the year ended December 31, 2020, the Company received $ 320,000 415,000,000 5,000,000 During the year ended December 31, 2020, the Company issued 32,565,515 43,658 397,145,607 164,820 During the year ended December 31, 2020, the Company exchanged 200,000,000 150,000 See Note 8 - Related Party Transactions Common Stock Options During the year ended December 31, 2021, the Company granted options to purchase common stock to officers and non-management directors. The options were valued using the Black-Scholes option pricing model with the following average assumptions: SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL WITH AVERAGE ASSUMPTIONS December 31 2021 December 31 2020 Expected volatility 44.8% 124.4 % 199.2% 223.2 % Risk-free interest rate 0.9% 1.75 % 0.28% 0.38 % Stock price on date of grant $ 0.0004 0.008 $ 0.0009 0.0014 Dividend yield 0.00 % 0.00 % Expected term 10 5 10 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, 2021 119,917,140 $ 0.0025 3.6 Issued 2,981,079 0.0010 - Exercised (117,046,100 ) - - Expired (252,000 ) 0.065 Forfeited (691,340 ) 0.058 - Outstanding and vested, December 31, 2021 4,908,779 $ 0.011 2.74 $ 19,675 The following table reflects all outstanding and exercisable preferred stock options as at December 31, 2021. 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 Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding, January 1, 2021 - $ - - Issued 36,000 0.10 9.44 Outstanding and vested, December 31, 2021 36,000 $ 0.10 9.44 $ 2,732,400 The options were valued at $ 1,104,364 During the year ended December 31, 2020, the Company granted options to purchase an aggregate of 43,915,500 0.0009 0.0014 0.0 135.35 221.07 0.28 0.38 5 50,000 See Note 8 - 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 The following table reflects all outstanding and exercisable warrants at December 31, 2021. All warrants are exercisable for a period of nine months 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, 2021 306,770,000 $ 0.0016 Warrants issued 319,701,820 0.0153 Warrants exercised (306,770,000 ) 0.0016 Warrants expired (15,000,000 ) 0.0125 Outstanding and vested, December 31, 2021 304,701,820 $ 0.0153 1.97 As of December 31, 2021, the warrants outstanding has an aggregated intrinsic value of $ 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 5 - COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases office space in the U.S. for approximately $ 3,833 | NOTE 7 - COMMITMENTS AND CONTINGENCIES Rental Commitment The rents office space as its principal executive offices in Pasadena, California for approximately $ 5,750 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 6 - RELATED PARTY TRANSACTIONS Jupiter Gold Corporation During the nine months ended September 30, 2022, Jupiter Gold granted options to purchase an aggregate of 420,000 shares of its common stock to Marc Fogassa at prices ranging between $ 0.01 to $ 1.00 per share. The options were valued at $ 77,982 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 which ranged from $ 0.2525 to $ 0.275 expected dividend yield of 0% , historical volatility calculated at 227% , risk-free interest rate between a range of 1.51% to 3.19% , and an expected term between five and ten years . Apollo Resource Corporation During the nine months ended September 30, 2022, Apollo Resources granted options to purchase an aggregate of 225,000 1.22 275,858 1.00 1.25 0% 71% 1.51% 3.19% five ten years ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 8 - RELATED PARTY TRANSACTIONS Chief Executive Officer The following tables set forth the components of the Company’s related party payables as of December 31, 2021 and 2020: SCHEDULE OF RELATED PARTY TRANSACTIONS 31-Dec-21 31-Dec-20 Convertible notes payable to related party $ - $ 566,743 Effective June 30, 2018, the Company issued a convertible promissory note in the principal amount of $ 445,628 20 0.0001 445,628 On April 7, 2019, the Company’s board of directors approved the issuance of a convertible note in the principal amount of $ 261,631 6.0 0.00045 261,631 On June 30, 2019, the Company’s board of directors approved the issuance of a convertible note in the principal amount of $ 61,724 6.0 0.0003 61,724 On September 15, 2021, the Company issued 214,006 566,743 75,276 0.0003 3.00 On March 11, 2020, the Company issued 200,000 280 0.0014 On December 3, 2020, the Company issued 161,636,427 Jupiter Gold Corporation During the year ended December 31, 2021, Jupiter Gold granted options to purchase an aggregate of 315,000 0.01 1.00 148,853 0.19 1.45 0 97.3 200.6 0.81 1.75 5 10 2,270,000 3.11 0.93 402,800 Apollo Resource Corporation During the year ended December 31, 2021, Apollo Resources granted options to purchase an aggregate of 135,000 0.01 217,129 4.00 5.00 0 49.2 98.3 0.92 1.75 10 |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
RISKS AND UNCERTAINTIES | NOTE 7 - 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 time payments are made may result in the Company receiving either more or less in local currency than the local currency equivalent at the time of the original activity. The Company’s condensed 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 each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting 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 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 as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement. | NOTE 9 - RISKS AND UNCERTAINTIES In light of the SEC’s Division of Corporate Finance Disclosure Guidance Topic Number 9, dated March 25, 2020, on the impact of COVID-19, the Company notes the following: ● The Company has not had any reports of COVID-19 among its workforce; ● The Company has been able to continue local operations of the Company in Brazil as they are located in a rural area currently unaffected by any lockdown restrictions implemented elsewhere in Brazil; ● Travel between the U.S. and Brazil has essentially ceased; this is mitigated by the use of live streaming video and other methods as needed; ● Some exploratory research of some of the Company’s projects have been delayed as certain municipalities in Brazil have unilaterally restricted the entry of outside persons; these actions are being legally challenged by branches of the state administration and the Company is monitoring all new developments; ● The Company has postponed any expenses which are not critical to it at the moment. 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 time payments are made may result in the Company receiving either more or less in local currency than the local currency equivalent at the time of the original activity. The Company’s condensed 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 each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting 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 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 as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 8 - SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to September 30, 2022 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. | NOTE 10 - SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2021 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 , except for these: a) On March 16, 2022, the Company terminated the Consulting Services Agreement previously entered into with Jason Baybutt, Chief Operating Officer of Pubco Reporting Solutions, who, prior to the termination of the Consulting Services Agreement, served as the Company’s Chief Financial Officer, Principal Accounting Officer, and Treasurer since December 29, 2021. On March 16, 2022, the Company appointed Gustavo Pereira de Aguiar, age 39, as the Company’s Chief Financial Officer, Principal Accounting Officer, and Treasurer. From 2016 until March 15, 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 and current market capitalization of approximately $ 270 Mineração ção b) On March 21, 2021, the Company filed with the Secretary of State of Nevada the Certificate of Amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock issuable by the Company from 3,250,000,000 4,000,000,000 |
ORGANIZATION, BUSINESS AND SU_2
ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Description of Business | Organization and Description of Business Brazil Minerals, Inc. (“Brazil Minerals” or the “Company”) was incorporated as Flux Technologies, Corp. under the laws of the State of Nevada, U.S. on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration. Brazil Minerals, through subsidiaries, owns mineral rights in Brazil for gold, diamonds, lithium, rare earths, titanium, iron, nickel, cobalt and sand. | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”) and are expressed in United States dollars. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2022, and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2022 and 2021, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2022. The condensed consolidated financial statements include the accounts of the Company; its 99.99 50 99.99 44.41 24.56 All material intercompany accounts and transactions have been eliminated in consolidation. | Basis of Presentation and 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, 2021 and 2020, the consolidated financial statements include the accounts of the Company; its 99.99 50 99.99 46.17 24.56 All material intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP 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. ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | 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. |
Going Concern | Going Concern The condensed 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. 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. Historically, the Company has funded its operations primarily through the issuance of debt and equity securities. Management’s plan to fund its capital requirements and ongoing operations include the sale of common stock in the Company, and, over time, generation of revenue from its mining operations and projects. Management’s secondary plan to cover any shortfall is selling common stock in Apollo Resources or Jupiter Gold that it owns. There can be no assurance the Company will be successful in these efforts. | Going Concern The condensed 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. 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. Historically, the Company has funded its operations primarily through the issuance of debt and equity securities. Management’s plan to fund its capital requirements and ongoing operations include the generation of revenue from its mining operations and projects. Management’s secondary plan to cover any shortfall is selling its equity securities, including common stock in the Company, or common stock in Apollo Resources and Jupiter Gold that it owns, and obtaining debt financing. There can be no assurance the Company will be successful in these efforts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows 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 our Company. Unobservable inputs are inputs that reflect our Company’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. As of December 31, 2021, and 2020, the Company’s derivative liabilities were considered a level 2 liability. See Note 3 for a discussion regarding the determination of the fair market value. The Company does not have any level 3 assets or liabilities. The Company’s 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. | |
Cash and Cash Equivalents | 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’s bank accounts are deposited in FDIC insured institutions. Funds held in U.S. banks are insured up to $ 250,000 250,000 44,799 | |
Accounts Receivable | 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 the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the 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 deteriorate, resulting in their inability to make payments, a specific allowance will be required. Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. | |
Inventory | Inventory Inventory for the Company consisted of ore stockpile, containing auriferous and diamondiferous gravel, which after processing in a recovery plant yields diamonds and gold, and is stated at lower of cost or market. No value was placed on sand. The amount of any write-down of inventories to net realizable value and all losses, are recognized in the period the write-down of loss occurs. During fiscal 2021, management refocused on our hard-rock lithium project and wrote off the balance of our unprocessed auriferous and diamondiferous gravel for $ 135,656 0 | |
Taxes Receivable | Taxes Receivable The Company records a receivable for value added taxes receivable 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. | |
Property and Equipment | 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 | 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’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’ carrying amount. As of December 31, 2021 and 2020, the Company did not recognize any impairment losses related to mineral properties held. | |
Intangible Assets | 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 rights awarded by the Brazilian national mining department and held by the Company’s subsidiaries. | |
Impairment of Intangible Assets with Indefinite Useful Lives | 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 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 | 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 | 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. 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 | 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 | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under 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 to 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 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 identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following 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 extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each 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 appropriate. | |
Costs of Goods Sold | 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. | |
Stock-Based Compensation | 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’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. 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’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. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance. | |
Foreign Currency | Foreign Currency The Company’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’s consolidated statements of operations were negligible for all periods presented. | |
Income Taxes | Income Taxes 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, 2021 and 2020, the Company’s deferred tax assets had a full valuation allowance. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than 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% The Company has identified the United States Federal tax returns as its “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 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 | 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, 2021, the Company’s potentially dilutive securities relate to common stock issuable in connection with convertible notes payable, options and warrants. As of December 31, 2021, 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’s authorized, but unissued shares of common stock. | |
Other Comprehensive Income | 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 | 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 | 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: In February 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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), ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 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: In 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 for Convertible Instruments and Contracts in an Entity’s Own Equity 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), |
Organization and Description of Business | Organization and Description of Business Atlas Lithium Corporation (“Atlas Lithium” or the “Company”) was incorporated as Flux Technologies, Corp. under the laws of the State of Nevada, U.S. on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration. The Company was formally known as Brazil Minerals, Inc. between January 22, 2013 and September 26, 2022. Atlas Lithium, through subsidiaries, owns mineral rights in Brazil for lithium, nickel, rare earths, titanium, graphite, gold, diamonds, and sand, and through subsidiaries, iron, gold and quartzite. |
COMPOSITION OF CERTAIN FINANC_2
COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Composition Of Certain Financial Statement Items | ||
SCHEDULE OF PROPERTY AND EQUIPMENT | The following table sets forth the components of the Company’s property and equipment at September 30, 2022 and December 31, 2021: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2022 December 31, 2021 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Computers and office equipment $ 3,880 $ (3,380 ) $ - $ 3,880 $ (2,778 ) $ 1,063 Machinery and equipment 407,534 (351,036 ) 56,498 334,253 (281,489 ) 52,764 Vehicles 76,230 (76,230 ) - 118,653 (118,653 ) - Land 61,037 - 61,037 Total fixed assets $ 548,680 $ (431,146 ) $ 117,534 $ 456,747 $ (402,920 ) $ 53,827 | The following table sets forth the components of the Company’s property and equipment at December 31, 2021 and 2020: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2021 December 31, 2020 Cost Accumulated Net Book Cost Accumulated Net Book Capital assets subject to depreciation: Computers and office equipment $ 3,880 $ (2,778 ) $ 1,063 $ 3,880 $ (573 ) $ 3,307 Machinery and equipment 334,253 (281,489 ) 52,764 348,376 (271,107 ) 77,269 Vehicles 118,653 (118,653 ) - 127,416 (118,716 ) 8,700 Total fixed assets $ 456,747 $ (402,920 ) $ 53,827 $ 479,672 $ (390,396 ) $ 89,276 |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2022 December 31, 2021 Accounts payable and other accruals $ 441,714 $ 310,047 Mineral rights payable 2,480,725 672,601 Accrued interest - 5,590 Total $ 2,922,439 $ 988,238 | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, December 31, Accounts Payable and Accrued Liabilities 2021 2020 Accounts payable and other accruals $ 310,047 $ 327,704 Mineral rights payable 672,601 - Accrued interest 5,590 324,415 Total $ 988,238 $ 652,119 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE DEBENTURES | The following tables set forth the components of the Company’s convertible debentures as of December 31, 2021 and 2020: SCHEDULE OF CONVERTIBLE DEBENTURES December 31, December 31, December 31, December 31, 2021 2020 Convertible notes payable - fixed conversion price $ - $ 244,000 Convertible notes payable - variable conversion price - 628,720 Less: loan discounts - - Total convertible notes, net $ - $ 872,720 |
SUMMARY OF CHANGE IN CONVERTIBLE NOTES PAYABLE | The following table sets forth a summary of change in our convertible notes payable for the years ended December 31, 2021 and 2020: SUMMARY OF CHANGE IN CONVERTIBLE NOTES PAYABLE December 31, December 31, December 31, December 31, 2021 2020 Beginning balance $ 872,720 $ 824,614 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 44,019 153,000 Increase in principal amounts outstanding due to lender adjustments per terms of the note agreements - 22,314 Conversion of convertible note principal into common stock (1,038,932 ) (127,208 ) Repayments of convertible notes payable (270,000 ) - Total convertible notes, net $ - $ 872,720 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL WITH AVERAGE ASSUMPTIONS | During the year ended December 31, 2021, the Company granted options to purchase common stock to officers and non-management directors. The options were valued using the Black-Scholes option pricing model with the following average assumptions: SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL WITH AVERAGE ASSUMPTIONS December 31 2021 December 31 2020 Expected volatility 44.8% 124.4 % 199.2% 223.2 % Risk-free interest rate 0.9% 1.75 % 0.28% 0.38 % Stock price on date of grant $ 0.0004 0.008 $ 0.0009 0.0014 Dividend yield 0.00 % 0.00 % Expected term 10 5 10 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS | 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, 2021 119,917,140 $ 0.0025 3.6 Issued 2,981,079 0.0010 - Exercised (117,046,100 ) - - Expired (252,000 ) 0.065 Forfeited (691,340 ) 0.058 - Outstanding and vested, December 31, 2021 4,908,779 $ 0.011 2.74 $ 19,675 The following table reflects all outstanding and exercisable preferred stock options as at December 31, 2021. 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 Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding, January 1, 2021 - $ - - Issued 36,000 0.10 9.44 Outstanding and vested, December 31, 2021 36,000 $ 0.10 9.44 $ 2,732,400 |
SCHEDULE OF WARRANT ACTIVITY | The following table reflects all outstanding and exercisable warrants at December 31, 2021. All warrants are exercisable for a period of nine months 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, 2021 306,770,000 $ 0.0016 Warrants issued 319,701,820 0.0153 Warrants exercised (306,770,000 ) 0.0016 Warrants expired (15,000,000 ) 0.0125 Outstanding and vested, December 31, 2021 304,701,820 $ 0.0153 1.97 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | The following tables set forth the components of the Company’s related party payables as of December 31, 2021 and 2020: SCHEDULE OF RELATED PARTY TRANSACTIONS 31-Dec-21 31-Dec-20 Convertible notes payable to related party $ - $ 566,743 |
ORGANIZATION, BUSINESS AND SU_3
ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | |
Cash FDIC insured amount | $ 250,000 | ||
Inventory written down value | $ 11,246 | ||
Income tax likelihood, description | greater than 50% | ||
Corporate income tax rate | 21% | ||
Auriferous and Diamondiferous [Member] | |||
Inventory written down value | $ 135,656 | $ 0 | |
Cash [Member] | |||
Cash translation amount | 44,799 | ||
Brazilian Reais [Member] | |||
Cash FDIC insured amount | $ 250,000 | ||
B M I X [Member] | |||
Ownership percentage | 99.99% | 99.99% | |
Mineracao Duas Barras Ltda [Member] | |||
Ownership percentage | 50% | 50% | |
RST Recursos Minerais Ltda [Member] | |||
Ownership percentage | 99.99% | 99.99% | |
Hercules Brasil Comercioe Transportes Ltda [Member] | |||
Ownership percentage | 46.17% | 44.41% | |
Mineracao Apollo Ltda [Member] | |||
Ownership percentage | 24.56% | 24.56% |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Cost | $ 548,680 | $ 456,747 | $ 479,672 |
Accumulated depreciation | (431,146) | (402,920) | (390,396) |
Net book value | 117,534 | 53,827 | 89,276 |
Computers and Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 3,880 | 3,880 | 3,880 |
Accumulated depreciation | (3,380) | (2,778) | (573) |
Net book value | 1,063 | 3,307 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 407,534 | 334,253 | 348,376 |
Accumulated depreciation | (351,036) | (281,489) | (271,107) |
Net book value | 56,498 | 52,764 | 77,269 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 76,230 | 118,653 | 127,416 |
Accumulated depreciation | (76,230) | (118,653) | (118,716) |
Net book value | $ 8,700 | ||
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 61,037 | ||
Accumulated depreciation | |||
Net book value | $ 61,037 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Composition Of Certain Financial Statement Items | |||
Accounts payable and other accruals | $ 441,714 | $ 310,047 | $ 327,704 |
Mineral rights payable | 2,480,725 | 672,601 | |
Accrued interest | 5,590 | 324,415 | |
Total | $ 2,922,439 | $ 988,238 | $ 652,119 |
COMPOSITION OF CERTAIN FINANC_3
COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 11, 2020 | Oct. 02, 2017 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation expense | $ 1,086 | $ 4,518 | $ 16,717 | $ 28,128 | $ 37,328 | $ 47,765 | ||
Carrying value of intangible assets | 4,829,276 | 4,829,276 | 1,302,440 | 407,467 | ||||
Impairment for intangible assets | 0 | |||||||
Stock issued during period value | $ 1,227,776 | $ 2,613,736 | $ 816,650 | $ 941,009 | $ 320,000 | |||
Ares Resources Corporation [Member] | Maximum [Member] | ||||||||
Ownership percentage | 500% | 500% | 5% | |||||
Exchange Agreement [Member] | Ares Resources Corporation [Member] | ||||||||
Number of shares issued upon conversion | 25,000,000 | |||||||
Number of shares converted | 500,000 | |||||||
Number of shares converted, amount | $ 150,000 | |||||||
Shares issued, price per share | $ 0.006 | |||||||
Common Stock [Member] | ||||||||
Stock issued during period | 181,653,513 | 457,625,961 | 136,219,930 | 174,019,679 | 420,000,000 | |||
Stock issued during period value | $ 181,654 | $ 457,626 | $ 136,220 | $ 174,020 | $ 420,000 | |||
Common Stock [Member] | Lancaster Brazil Fund [Member] | ||||||||
Stock issued during period | 53,947,368 | |||||||
Stock issued during period value | $ 76,926 | |||||||
Common Stock [Member] | Exchange Agreement [Member] | ||||||||
Number of shares issued upon conversion | 25,000,000 |
SCHEDULE OF CONVERTIBLE DEBENTU
SCHEDULE OF CONVERTIBLE DEBENTURES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | |||
Convertible notes payable - fixed conversion price | $ 244,000 | ||
Convertible notes payable - variable conversion price | 628,720 | ||
Less: loan discounts | |||
Total convertible notes, net | $ 872,720 | $ 824,614 |
SUMMARY OF CHANGE IN CONVERTIBL
SUMMARY OF CHANGE IN CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Beginning balance | $ 872,720 | $ 824,614 |
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 | 153,000 |
Increase in principal amounts outstanding due to lender adjustments per terms of the note agreements | 22,314 | |
Conversion of convertible note principal into common stock | (1,038,932) | (127,208) |
Repayments of convertible notes payable | (270,000) | |
Total convertible notes, net | $ 872,720 |
CONVERTIBLE PROMISSORY NOTES _3
CONVERTIBLE PROMISSORY NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 60 Months Ended | ||||||||||||||
Jun. 18, 2021 | May 07, 2021 | May 06, 2021 | Apr. 09, 2021 | Feb. 03, 2021 | Jan. 19, 2021 | Feb. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 26, 2018 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||
Number of shares called by warrants | 15,000,000 | |||||||||||||||||||
Exercise price of warrants or rights | $ 0.0125 | |||||||||||||||||||
Interest rate terms | As a result of the default, the interest rate on the note increased to 30% per annum. Interest was 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 | |||||||||||||||||||
Other income | $ 238,151 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 86,246,479 | |||||||||||||||||||
Debt conversion, converted instrument, amount | $ 334,986 | $ 642,018 | $ 642,018 | |||||||||||||||||
Long term debt | $ 0 | 0 | ||||||||||||||||||
Debt instrument face amount | $ 129,000 | |||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||
Convertible price | $ 0.001 | |||||||||||||||||||
Debt discount amount | $ 4,000 | 4,000 | ||||||||||||||||||
Aggregate fair value | $ 40,019 | |||||||||||||||||||
Stock price | $ 0.0158 | $ 0.0122 | $ 0.0122 | |||||||||||||||||
Contractual term | 8 months 12 days | 10 years | ||||||||||||||||||
Risk-free interest rate | 0.35% | 0.89% | ||||||||||||||||||
Expected volatility | 440.50% | 443.30% | ||||||||||||||||||
Accrued interest | $ 24,654 | |||||||||||||||||||
Proceeds from notes payable | 125,000 | $ 125,000 | ||||||||||||||||||
Stock issued during period, shares, conversion of units | 36,000,000 | |||||||||||||||||||
Stock issued during period, value, conversion of units | $ 186,736 | |||||||||||||||||||
Convertible notes payables and accrued interest | $ 62,302 | |||||||||||||||||||
Maturity Date | Dec. 31, 2021 | |||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 224,812 | 224,812 | $ 255,991 | |||||||||||||||||
Warrants expired | 15,000,000 | 15,000,000 | ||||||||||||||||||
Holder [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Accrued interest | $ 6,391 | |||||||||||||||||||
Repayment of Debt | $ 270,000 | |||||||||||||||||||
Convertible notes payable | $ 0 | $ 0 | ||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 129,000 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 20,000,000 | 19,034,442 | ||||||||||||||||||
Debt conversion, converted instrument, amount | ||||||||||||||||||||
Accrued interest | $ 4,241 | |||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Contractual term | 4 years | |||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 244,000 | |||||||||||||||||||
Number of shares called by warrants | 488,000 | |||||||||||||||||||
Exercise price of warrants or rights | $ 62.50 | |||||||||||||||||||
Proceeds from issuance of warrants | $ 244,000 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Debt conversion, converted instrument, amount | $ 50 | |||||||||||||||||||
Convertible Note Payable and Accrued Interest [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 80,000 | |||||||||||||||||||
Long term debt | 0 | $ 0 | ||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 125,000 | |||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||
Proceeds from notes payable | $ 270,000 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0001 | |||||||||||||||||||
Maturity date | Jan. 19, 2025 | |||||||||||||||||||
Convertible Promissory Notes One [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Long term debt | 0 | 0 | ||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||
Convertible promissory notes with fixed floors | $ 242,144 | |||||||||||||||||||
Proceeds from notes payable | $ 232,344 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0001 | |||||||||||||||||||
Debt instrument, convertible, beneficial conversion feature | $ 241,852 | |||||||||||||||||||
Convertible Promissory Notes Two [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Long term debt | 0 | 0 | ||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||
Convertible promissory notes with fixed floors | $ 477,609 | |||||||||||||||||||
Proceeds from notes payable | $ 454,584 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0001 | |||||||||||||||||||
Debt instrument, convertible, beneficial conversion feature | $ 447,272 | |||||||||||||||||||
Stock issued during period, shares, conversion of units | 182,872,798 | |||||||||||||||||||
Stock issued during period, value, conversion of units | $ 50,000 | |||||||||||||||||||
Convertible notes payables and accrued interest | $ 14,004 | |||||||||||||||||||
Convertible Promissory Notes Three [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Long term debt | 0 | 0 | ||||||||||||||||||
Interest rate | 8% | 8% | ||||||||||||||||||
Convertible promissory notes with fixed floors | $ 282,000 | $ 137,306 | ||||||||||||||||||
Proceeds from notes payable | $ 276,000 | $ 130,556 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Debt instrument, convertible, beneficial conversion feature | $ 122,755 | |||||||||||||||||||
Stock issued during period, shares, conversion of units | 23,118,645 | |||||||||||||||||||
Stock issued during period, value, conversion of units | $ 118,996 | |||||||||||||||||||
Convertible notes payables and accrued interest | $ 27,496 | |||||||||||||||||||
Convertible Promissory Notes Four [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Long term debt | $ 0 | $ 0 | ||||||||||||||||||
Debt instrument, convertible, beneficial conversion feature | $ 276,000 | |||||||||||||||||||
Stock issued during period, shares, conversion of units | 156,438,271 | |||||||||||||||||||
Stock issued during period, value, conversion of units | $ 310,200 | |||||||||||||||||||
Convertible notes payables and accrued interest | $ 40,186 | |||||||||||||||||||
Payments of debt issuance costs | $ 6,000 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||||
Notes payable | $ 0 | $ 235,308 | |||
Interest rate | 8% | ||||
Repayment of loan | $ 235,308 | $ 235,308 | $ 235,308 | ||
Accrued interest | $ 24,654 |
OTHER NONCURRENT LIABILITIES (D
OTHER NONCURRENT LIABILITIES (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | |||
Employee related costs | $ 25,211 | $ 108,926 | $ 121,250 |
SCHEDULE OF BLACK-SCHOLES OPTIO
SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL WITH AVERAGE ASSUMPTIONS (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Expected volatility, minimum | 79% | ||
Expected volatility, maximum | 206% | ||
Risk free interest rate, minimum | 1.51% | ||
Risk free interest rate, maximum | 3.19% | ||
Dividend yield | 0% | 0% | 0% |
Expected Term | 10 years | ||
Minimum [Member] | |||
Expected volatility, minimum | 44.80% | 199.20% | |
Risk free interest rate, minimum | 0.90% | 0.28% | |
Stock price grant | 0.04% | 0.09% | |
Expected Term | 5 years | ||
Maximum [Member] | |||
Expected volatility, maximum | 124.40% | 223.20% | |
Risk free interest rate, maximum | 1.75% | 0.38% | |
Stock price grant | 0.80% | 0.14% | |
Expected Term | 10 years |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of options outstanding and vested, outstanding, beginning balance | 119,917,140 | |
Weighted average exercise price, outstanding | $ 0.0025 | |
Remaining contractual life (years) | 2 years 8 months 26 days | 3 years 7 months 6 days |
Number of options outstanding and vested, issued | 2,981,079 | |
Weighted average exercise price, issued | $ 0.0010 | |
Number of options outstanding and vested, exercised | (117,046,100) | |
Weighted average exercise price, exercised | ||
Number of options outstanding and vested, expired | (252,000) | |
Weighted average exercise price, expired | $ 0.065 | |
Number of options outstanding and vested, forfeited | (691,340) | |
Weighted average exercise price, forfeited | $ 0.058 | |
Number of options outstanding and vested, ending balance | 4,908,779 | 119,917,140 |
Weighted average exercise price, outstanding ending | $ 0.011 | $ 0.0025 |
Aggregated intrinsic value | $ 19,675 | |
Preferred Stock Option [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of options outstanding and vested, outstanding, beginning balance | ||
Weighted average exercise price, outstanding | ||
Remaining contractual life (years) | 9 years 5 months 8 days | |
Weighted average exercise price, issued | $ 0.10 | |
Number of options outstanding and vested, ending balance | 36,000 | |
Weighted average exercise price, outstanding ending | $ 0.10 | |
Aggregated intrinsic value | $ 2,732,400 | |
Number of options outstanding and vested, issued | 36,000 | |
Remaining contractual life (years), Issued | 9 years 5 months 8 days |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of warrants, outstanding, beginning balance | shares | 306,770,000 |
Weighted average exercise price, outstanding, beginning balance | $ / shares | $ 0.0016 |
Number of warrants, issued | shares | 319,701,820 |
Weighted average exercise price, issued | $ / shares | $ 0.0153 |
Number of warrants, exercised | shares | (306,770,000) |
Weighted average exercise price, exercised | $ / shares | $ 0.0016 |
Number of warrants, expired | shares | (15,000,000) |
Weighted average exercise price, expired | $ / shares | $ 0.0125 |
Number of warrants, outstanding, ending balance | shares | 304,701,820 |
Weighted average exercise price, outstanding, ending balance | $ / shares | $ 0.0153 |
Remaining contractual life (years) | 1 year 11 months 19 days |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 15, 2021 | Sep. 14, 2021 | Apr. 09, 2021 | Dec. 03, 2020 | Mar. 11, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 | 3,250,000,000 | 3,250,000,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Stock issued during period, value, conversion of convertible securities | $ 1,234,907 | ||||||||||
Net proceeds from common stock | $ 2,613,736 | 891,650 | $ 1,074,558 | $ 320,000 | |||||||
Number of securities called by warrants or rights | 15,000,000 | ||||||||||
Stock issued during period, value, issued for services | $ 151,547 | $ 183,392 | |||||||||
Expected dividend rate | 0% | 0% | 0% | ||||||||
Expected Volatility Rate, Minimum | 79% | ||||||||||
Expected Volatility Rate, Maximum | 206% | ||||||||||
Risk-free interest rate, minimum | 1.51% | ||||||||||
Risk-free interest rate, maximum | 3.19% | ||||||||||
Expected term | 8 months 12 days | 10 years | |||||||||
Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share Price | 0.0016 | $ 0.0016 | $ 0.0009 | ||||||||
Expected Volatility Rate, Minimum | 44.80% | 199.20% | |||||||||
Risk-free interest rate, minimum | 0.90% | 0.28% | |||||||||
Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share Price | $ 0.01 | $ 0.01 | $ 0.0014 | ||||||||
Expected Volatility Rate, Maximum | 124.40% | 223.20% | |||||||||
Risk-free interest rate, maximum | 1.75% | 0.38% | |||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares, conversion of convertible securities | 504,676,193 | ||||||||||
Stock issued during period, value, conversion of convertible securities | $ 504,676 | ||||||||||
Stock issued during period, shares, new issues | 181,653,513 | 457,625,961 | 136,219,930 | 174,019,679 | 420,000,000 | ||||||
Stock issued during period, value, issued for services | $ 14,955 | $ 14,955 | |||||||||
Stock issued during period upon exercise of warrant, shares | 117,046,100 | ||||||||||
Number of outstanding warrants | 4,908,779 | 119,917,140 | |||||||||
Weighted average exercise price, outstanding warrants | $ 0.011 | $ 0.0025 | |||||||||
Remaining contractual life (years) warrants | 2 years 8 months 26 days | 3 years 7 months 6 days | |||||||||
Aggregated intrinsic value outstanding warrants | $ 19,675 | ||||||||||
Warrant [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of options outstanding and vested, issued | 319,701,820 | ||||||||||
Expected term | 4 years | ||||||||||
Aggregated intrinsic value of warrants | $ 0 | ||||||||||
Number of outstanding warrants | 421,271,661 | 421,271,661 | |||||||||
Weighted average exercise price, outstanding warrants | $ 0.0111 | $ 0.0111 | |||||||||
Remaining contractual life (years) warrants | 1 year 7 months 9 days | ||||||||||
Aggregated intrinsic value outstanding warrants | $ 469,610,442 | $ 469,610,442 | |||||||||
Subscription Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares, conversion of convertible securities | 523,710,635 | ||||||||||
Stock issued during period, value, conversion of convertible securities | $ 1,362,988 | ||||||||||
Stock issued during period, shares, new issues | 32,565,515 | ||||||||||
Net proceeds from common stock | $ 75,000 | ||||||||||
Number of securities called by warrants or rights | 423,816,100 | ||||||||||
Subscription Agreement [Member] | Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares, new issues | 5,000,000 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, par value | $ 3 | ||||||||||
Interest expense | $ 75,276 | ||||||||||
Stock issued during period, shares, new issues | 214,006 | 161,636,427 | 200,000 | ||||||||
Options, grants in period, value | $ 77,982 | ||||||||||
Number of options outstanding and vested, issued | 420,000 | ||||||||||
Expected dividend rate | 0% | ||||||||||
Risk-free interest rate, minimum | 1.51% | ||||||||||
Risk-free interest rate, maximum | 3.19% | ||||||||||
Chief Executive Officer [Member] | Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share Price | $ 0.2525 | $ 0.2525 | |||||||||
Expected term | 5 years | ||||||||||
Chief Executive Officer [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share Price | $ 0.275 | $ 0.275 | |||||||||
Expected term | 10 years | ||||||||||
Accredited Investors [Member] | Subscription Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, value, conversion of convertible securities | $ 164,820 | ||||||||||
Stock issued during period, shares, new issues | 174,019,679 | ||||||||||
Gross from common stock | $ 941,009 | $ 320,000 | |||||||||
Procceds issued of new issues | 415,000,000 | ||||||||||
Accredited Investors [Member] | Subscription Agreement [Member] | Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares, new issues | 16,600,539 | ||||||||||
Stock issued during period, value, issued for services | $ 165,534 | ||||||||||
Accredited Investors [Member] | Subscription Agreements [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares, conversion of convertible securities | 87,719,300 | 504,676,193 | |||||||||
Stock issued during period, value, conversion of convertible securities | $ 1,000,000 | $ 1,234,906 | |||||||||
Stock issued during period, shares, new issues | 457,625,961 | 136,219,930 | |||||||||
Gross from common stock | $ 2,613,736 | $ 816,650 | |||||||||
Net proceeds from common stock | $ 75,000 | ||||||||||
Number of securities called by warrants or rights | 423,816,100 | 423,816,100 | |||||||||
Stock issued during period upon exercise of warrant, shares | 396,917,702 | ||||||||||
Accredited Investors [Member] | Subscription Agreements [Member] | Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares, new issues | 14,954,949 | ||||||||||
Stock issued during period, value, issued for services | $ 183,393 | ||||||||||
Non-Employees [Member] | Subscription Agreement [Member] | Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares, new issues | 397,145,607 | ||||||||||
Net proceeds from common stock | $ 43,658 | ||||||||||
Jupiter Gold [Member] | Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares converted into common stock | 200,000,000 | ||||||||||
Conversion shares issued | 150,000 | ||||||||||
Officers and Non-Management Directors [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Options, grants in period, value | $ 675,478 | $ 1,104,364 | $ 50,000 | ||||||||
Number of options outstanding and vested, issued | 279,187,906 | 43,915,500 | |||||||||
Preferred Class A [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, voting rights | Series A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A 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 | ||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||
Series D Convertible Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares, conversion of convertible securities | 214,006 | ||||||||||
Stock issued during period, value, conversion of convertible securities | $ 566,743 | ||||||||||
Interest expense | $ 75,275 | ||||||||||
Series D Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Shares converted into common stock | 10,000 | ||||||||||
Expected dividend rate | 0% | ||||||||||
Expected Volatility Rate, Minimum | 79% | ||||||||||
Expected Volatility Rate, Maximum | 206% | ||||||||||
Risk-free interest rate, minimum | 1.51% | ||||||||||
Risk-free interest rate, maximum | 3.19% | ||||||||||
Expected term | 10 years | ||||||||||
Number of outstanding warrants | 63,000 | 63,000 | |||||||||
Weighted average exercise price, outstanding warrants | $ 9.86 | $ 9.86 | |||||||||
Remaining contractual life (years) warrants | 9 years 2 months 1 day | ||||||||||
Aggregated intrinsic value outstanding warrants | $ 621,228 | $ 621,228 | |||||||||
Series D Preferred Stock [Member] | Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share Price | $ 0.0016 | $ 0.0016 | |||||||||
Series D Preferred Stock [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share Price | $ 0.01 | $ 0.01 | |||||||||
Series D Preferred Stock [Member] | Officers And Directors [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Options, grants in period, value | $ 597,978 | ||||||||||
Number of options outstanding and vested, issued | 27,000 | ||||||||||
Common and Preferred Stock Options [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Expected Volatility Rate, Minimum | 135.35% | ||||||||||
Expected Volatility Rate, Maximum | 221.07% | ||||||||||
Risk-free interest rate, minimum | 0.28% | ||||||||||
Risk-free interest rate, maximum | 0.38% | ||||||||||
Expected term | 5 years | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, voting rights | Series A Stock is entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A 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 | ||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating rental lease | $ 3,833 | $ 5,750 |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Convertible notes payable to related party | $ 566,743 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 15, 2021 USD ($) $ / shares shares | Apr. 09, 2021 | Dec. 03, 2020 shares | Mar. 11, 2020 USD ($) $ / shares shares | Jun. 30, 2019 USD ($) $ / shares | Apr. 07, 2019 USD ($) $ / shares | Jun. 30, 2018 USD ($) Integer $ / shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares | |
Notes payable, related parties, noncurrent | $ | $ 566,743 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock issued value | $ | $ 1,227,776 | $ 2,613,736 | $ 816,650 | $ 941,009 | $ 320,000 | |||||||
Expected dividend rate | 0% | 0% | 0% | |||||||||
Expected volatility rate, minimum | 79% | |||||||||||
Expected volatility rate, maximum | 206% | |||||||||||
Risk-free interest rate, minimum | 1.51% | |||||||||||
Risk-free interest rate, maximum | 3.19% | |||||||||||
Expected term | 8 months 12 days | 10 years | ||||||||||
Expected volatility rate | 440.50% | 443.30% | ||||||||||
Jupiter Gold [Member] | ||||||||||||
Share-based payment award, options, outstanding, number | shares | 2,270,000 | |||||||||||
Weighted average remaining contractual term | 3 years 1 month 9 days | |||||||||||
Weighted average remaining contractual term | $ 0.93 | |||||||||||
Intrinsic value | $ | $ 402,800 | |||||||||||
Apollo Resource Corporation [Member] | ||||||||||||
Options, grants in period | shares | 225,000 | 135,000 | ||||||||||
Expected dividend rate | 0% | 0% | ||||||||||
Expected volatility rate, minimum | 49.20% | |||||||||||
Expected volatility rate, maximum | 98.30% | |||||||||||
Risk-free interest rate, minimum | 1.51% | 0.92% | ||||||||||
Risk-free interest rate, maximum | 3.19% | 1.75% | ||||||||||
Weighted average exercise price | $ 1.22 | $ 1.22 | ||||||||||
Options, grants in period, value | $ | $ 275,858 | $ 217,129 | ||||||||||
Expected volatility rate | 71% | |||||||||||
Minimum [Member] | ||||||||||||
Share price | 0.0016 | $ 0.0016 | $ 0.0009 | |||||||||
Expected volatility rate, minimum | 44.80% | 199.20% | ||||||||||
Risk-free interest rate, minimum | 0.90% | 0.28% | ||||||||||
Minimum [Member] | Apollo Resource Corporation [Member] | ||||||||||||
Share price | 1 | $ 1 | $ 4 | |||||||||
Expected term | 5 years | 10 years | ||||||||||
Maximum [Member] | ||||||||||||
Share price | 0.01 | $ 0.01 | $ 0.0014 | |||||||||
Expected volatility rate, maximum | 124.40% | 223.20% | ||||||||||
Risk-free interest rate, maximum | 1.75% | 0.38% | ||||||||||
Maximum [Member] | Apollo Resource Corporation [Member] | ||||||||||||
Share price | 1.25 | $ 1.25 | $ 5 | |||||||||
Expected term | 10 years | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Convertible notes payable | $ | $ 61,724 | $ 261,631 | $ 445,628 | |||||||||
Trading days | Integer | 20 | |||||||||||
Debt instrument, convertible, conversion price | $ 0.0003 | $ 0.0003 | $ 0.00045 | $ 0.0001 | ||||||||
Debt instrument, convertible, beneficial conversion feature | $ | $ 61,724 | $ 261,631 | $ 445,628 | |||||||||
Interest rate | 6% | 6% | ||||||||||
Stock issued during period, shares, new issues | shares | 214,006 | 161,636,427 | 200,000 | |||||||||
Notes payable, related parties, noncurrent | $ | $ 566,743 | |||||||||||
Interest expense | $ | $ 75,276 | |||||||||||
Common stock, par value | $ 3 | |||||||||||
Common stock issued value | $ | $ 280 | |||||||||||
Shares issued, price per share | $ 0.0014 | |||||||||||
Options, grants in period | shares | 420,000 | |||||||||||
Exercise price range, lower range limit | $ 0.01 | |||||||||||
Exercise price range, upper range limit | $ 1 | |||||||||||
Options, grants in period, value | $ | $ 77,982 | |||||||||||
Expected dividend rate | 0% | |||||||||||
Risk-free interest rate, minimum | 1.51% | |||||||||||
Risk-free interest rate, maximum | 3.19% | |||||||||||
Expected volatility rate | 227% | |||||||||||
Chief Executive Officer [Member] | Minimum [Member] | ||||||||||||
Share price | 0.2525 | $ 0.2525 | ||||||||||
Expected term | 5 years | |||||||||||
Chief Executive Officer [Member] | Maximum [Member] | ||||||||||||
Share price | $ 0.275 | $ 0.275 | ||||||||||
Expected term | 10 years | |||||||||||
Marc Fogassa [Member] | ||||||||||||
Options, grants in period | shares | 315,000 | |||||||||||
Exercise price range, lower range limit | $ 0.01 | |||||||||||
Exercise price range, upper range limit | $ 1 | |||||||||||
Options, grants in period, value | $ | $ 148,853 | |||||||||||
Expected dividend rate | 0% | |||||||||||
Expected volatility rate, minimum | 97.30% | |||||||||||
Expected volatility rate, maximum | 200.60% | |||||||||||
Risk-free interest rate, minimum | 0.81% | |||||||||||
Risk-free interest rate, maximum | 1.75% | |||||||||||
Marc Fogassa [Member] | Minimum [Member] | ||||||||||||
Share price | $ 0.19 | |||||||||||
Expected term | 5 years | |||||||||||
Marc Fogassa [Member] | Maximum [Member] | ||||||||||||
Share price | $ 1.45 | |||||||||||
Expected term | 10 years | |||||||||||
Apollo Resource Corporation [Member] | ||||||||||||
Weighted average exercise price | $ 0.01 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ in Millions | Sep. 30, 2022 | Mar. 21, 2022 | Mar. 20, 2022 | Mar. 16, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Common stock, shares authorized | 4,000,000,000 | 3,250,000,000 | 3,250,000,000 | |||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares authorized | 4,000,000,000 | 3,250,000,000 | ||||
Mr. Aguiar [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Current market capitalization, amount | $ 270 |