Jupiter Gold (JUPGF) 20-F28 Feb 252024 FY Annual report (foreign)Financial data

Company Profile

Cover

Cover	12 Months Ended
Cover	Dec. 31, 2024 shares
Entity Addresses [Line Items]
Document Type	20-F
Amendment Flag	false
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	333-214872
Entity Registrant Name	ATLAS CRITICAL MINERALS CORPORATION
Entity Central Index Key	0001684688
Entity Incorporation, State or Country Code	1T
Entity Address, Address Line One	Rua Antonio de Albuquerque, 156 – 17th Floor
Entity Address, City or Town	Belo Horizonte
Entity Address, Country	BR
Entity Address, Postal Zip Code	30.112-010
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Document Accounting Standard	U.S. GAAP
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	33,336,729
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Auditor Name	Pipara & Co LLP
Auditor Firm ID	6841
Auditor Location	Ahmedabad, India
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Rua Antonio de Albuquerque, 156 – 17th Floor
Entity Address, City or Town	Belo Horizonte
Entity Address, Country	BR
Entity Address, Postal Zip Code	30.112-010
City Area Code	+1-888
Local Phone Number	412-0210
Contact Personnel Name	Rodrigo Menck
Contact Personnel Email Address	rodrigo.menck@atlas-cm.com

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 396,216	$ 92,813	$ 25,438
Trade Receivable	47,682
Taxes recoverable	26
Inventories	171,726
Other current assets	47,772	3,621
Total current assets	663,422	96,434	25,438
Property and equipment, net	1,717,488	320,700	41,929
Intangible assets, net			11,499
Total assets	2,380,910	417,134	78,866
Current liabilities:
Accounts payable	346,346	59,009	20,583
Related party transactions	872,942	674,461
Other current liabilities	8,083	648
Total current liabilities	1,227,371	734,118	20,583
Non-Current liabilities:
Other non-current liabilities	33,961	4,729
Total current liabilities	33,961	4,729
Total liabilities	1,261,332	738,847	20,583
Stockholders’ equity:
Series A preferred stock, $0,001 par value, 10,000,000 shares authorized; 1 share issued and outstanding
Common stock, $0,001 par value, 190,000,000 shares authorized; 33,336,729, 9,674,497 and 8,118,737 shares issued and outstanding as of December 31, 2024, 2023 and 2022, respectively	33,337	9,674	8,118
Additional paid-in capital	10,901,133	3,935,287	3,209,505
Accumulated other comprehensive loss	(669,350)	(66,366)	(30,877)
Accumulated deficit	(9,145,542)	(4,200,308)	(3,128,463)
Total stockholders’ equity	1,119,578	(321,713)	58,283
Total liabilities and stockholders’ equity	2,380,910	417,134	78,866
Apollo Resources Corporation [Member]
Current assets:
Cash and cash equivalents		5,973	5,198
Other current assets		30,147	17,692
Total current assets		710,581	22,890
Property and equipment, net		1,059,862	1,051,746
Total assets		1,770,443	1,074,636
Current liabilities:
Accounts payable		22,601	514,834
Other current liabilities		40,951	57,549
Total current liabilities		63,552	1,453,941
Non-Current liabilities:
Other non-current liabilities		53,849	78,964
Total current liabilities		53,849	78,964
Total liabilities		117,401	1,532,905
Stockholders’ equity:
Additional paid-in capital		5,391,917	2,039,612
Accumulated other comprehensive loss		(205,470)	4,950
Accumulated deficit		(3,533,405)	(2,502,831)
Total stockholders’ equity		1,653,042	(458,269)
Total liabilities and stockholders’ equity		1,770,443	1,074,636
Related Party [Member]
Current assets:
Related party transactions
Related Party [Member] \| Apollo Resources Corporation [Member]
Current assets:
Related party transactions		674,461
Current liabilities:
Other current liabilities			$ 881,558

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 1	$ 1	$ 1
Preferred stock, shaes authorized	10,000,000	10,000,000	10,000,000
Preferred stock, shares issued	1	1	1
Preferred stock, shares outstanding	1	1	1
Common stock, par value	$ 1	$ 1	$ 1
Common stock, shares authorized	190,000,000	190,000,000	190,000,000
Common stock, shares issued	33,336,729	9,674,497	8,118,737
Common stock, shares outstanding	33,336,729	9,674,497	8,118,737

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Gross revenues	$ 748,654
Sales deductions	(81,523)
Net revenue	667,131
Cost of revenue	(401,437)
Gross profit	265,694
Operating expenses:
General and administrative	(1,054,124)	(900,493)	(553,235)
Compensation and related costs
Stock based compensation	(849,513)	(115,038)	(104,140)
Total operating expenses	(1,903,637)	(1,015,531)	(657,375)
Loss from operations	(1,637,943)	(1,015,531)	(657,375)
Other expense (income):
Finance results	(31,716)	(930)
Other income (expense)	(24,577)	(55,384)
Other income (expense)	(56,293)	(56,314)
Loss before provision for income taxes	(1,694,236)	(1,071,845)	(657,375)
Provision for income taxes	(18,887)
Net loss	$ (1,713,123)	$ (1,071,845)	$ (657,375)
Basic and diluted loss per share
Net loss per share - Basic	$ (0.13)	$ (0.12)	$ (0.08)
Net loss per share - Diluted	$ (0.13)	$ (0.12)	$ (0.08)
Weighted-average number of common shares outstanding:
Weighted average number of common shares outstanding - Basic	13,447,169	9,029,706	8,118,737
Weighted average number of common shares outstanding - Diluted	13,447,169	9,029,706	8,118,737
Comprehensive loss:
Net loss	$ (1,713,123)	$ (1,071,845)	$ (657,375)
Foreign currency translation adjustment	(63,575)	(35,489)	(6,950)
Comprehensive loss	$ (1,776,698)	(1,107,334)	(664,325)
Apollo Resources Corporation [Member]
Restructuring Cost and Reserve [Line Items]
Net revenue
Cost of revenue
Gross profit
Operating expenses:
General and administrative		(781,649)	(712,699)
Stock based compensation		(197,805)	(331,858)
Total operating expenses		(979,454)	(1,044,557)
Loss from operations		(979,454)	(1,044,557)
Other expense (income):
Other income (expense)		(51,120)	(158,916)
Other income (expense)		(51,120)	(158,916)
Loss before provision for income taxes		(1,030,574)	(1,203,473)
Provision for income taxes
Net loss		(1,030,574)	(1,203,473)
Comprehensive loss:
Net loss		(1,030,574)	(1,203,473)
Foreign currency translation adjustment		$ (210,420)	$ (309,105)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series A Preferred Stock [Member] Apollo Resources Corporation [Member]	Common Stock [Member]	Common Stock [Member] Apollo Resources Corporation [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Apollo Resources Corporation [Member]	AOCI Attributable to Parent [Member]	AOCI Attributable to Parent [Member] Apollo Resources Corporation [Member]	Retained Earnings [Member]	Retained Earnings [Member] Apollo Resources Corporation [Member]	Total	Apollo Resources Corporation [Member]
Balance at Dec. 31, 2021			$ 6,148	$ 1,446	$ 2,604,701	$ 1,080,433	$ (23,927)	$ 314,055	$ (2,471,088)	$ (1,299,358)	$ 115,834	$ 96,576
Balance, shares at Dec. 31, 2021	1	1	6,148,212	1,446,250
Issuance of common stock in connection with sales made under private offerings			$ 1,853	$ 150	488,022	625,725					489,875	625,875
Issuance of common stock in connection with sales made under private offerings, shares			1,853,626	150,175
Stock based compensation			$ 117		116,782	331,858					116,899	331,858
Stock based compensation, shares			116,899
Change in foreign currency translation							(6,950)	(309,105)			(6,950)	(309,105)
Net loss									(657,375)	(1,203,473)	(657,375)	(1,203,473)
Balance at Dec. 31, 2022			$ 8,118	$ 1,596	3,209,505	2,038,016	(30,877)	4,950	(3,128,463)	(2,502,831)	58,283	(458,269)
Balance, shares at Dec. 31, 2022	1	1	8,118,737	1,596,425
Issuance of common stock in connection with sales made under private offerings			$ 827	$ 526	611,473	3,153,974					612,300	3,154,500
Issuance of common stock in connection with sales made under private offerings, shares			827,180	525,750
Stock based compensation			$ 729		114,309	197,805					115,038	197,805
Stock based compensation, shares			728,580
Change in foreign currency translation							(35,489)	(210,420)			(35,489)	(210,420)
Net loss									(1,071,845)	(1,030,574)	(1,071,845)	(1,030,574)
Balance at Dec. 31, 2023			$ 9,674	$ 2,122	3,935,287	$ 5,389,795	(66,366)	$ (205,470)	(4,200,308)	$ (3,533,405)	(321,713)	$ 1,653,042
Balance, shares at Dec. 31, 2023	1	1	9,674,497	2,122,175
Issuance of common stock in connection with sales made under private offerings			$ 3,009		1,579,241						1,582,250
Issuance of common stock in connection with sales made under private offerings, shares			3,009,162
Stock based compensation			$ 2,182		860,831						863,013
Stock based compensation, shares			2,180,977
Change in foreign currency translation							(63,575)				(63,575)
Net loss									(1,713,123)		(1,713,123)
Effects of the merger with Apollo Resources Corp.			$ 18,472		4,525,774		(539,409)		(3,232,111)		772,726
Effects of the merger with Apollo Resources Corp., shares			18,472,093
Balance at Dec. 31, 2024			$ 33,337		$ 10,901,133		$ (669,350)		$ (9,145,542)		$ 1,119,578
Balance, shares at Dec. 31, 2024	1		33,336,729

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities of continuing operations:
Net loss	$ (1,713,123)	$ (1,071,845)	$ (657,375)
Adjustments to reconcile net loss to cash used in operating activities:
Stock based compensation and services	849,513	115,038	104,140
Provisions for Contingencies	16,770
Depreciation and amortization	206		12,997
Impairment losses		56,536
Write off of tax recoverable	(698)
Changes in operating assets and liabilities:
Accounts payable	305,214	41,141	6,165
Accounts payable and accrued expenses
Income taxes, net	(18,887)
Inventories	(205,128)
Accounts receivable and other assets	(80,815)	(3,566)
Net cash used in operating activities	(846,948)	(862,696)	(534,073)
Cash flows from investing activities:
Cash received from the merger transaction	2,857
Acquisition of capital assets	(156,575)		(10,525)
Net cash used in investing activities	(153,718)		(10,525)
Cash flows from financing activities:
Related party transaction	(283,334)	638,545	85,203
Net proceeds from sale of common stock	1,595,750	291,600	489,875
Net cash provided by financing activities	1,312,416	930,145	575,078
Effect of exchange rates on cash and cash equivalents	(8,347)	(74)	(5,891)
Net increase (decrease) in cash and cash equivalents	303,403	67,375	24,589
Cash and cash equivalents at beginning of period	92,813	25,438	849
Cash and cash equivalents at end of period	396,216	92,813	25,438
Apollo Resources Corporation [Member]
Cash flows from operating activities of continuing operations:
Net loss		(1,030,574)	(1,203,473)
Adjustments to reconcile net loss to cash used in operating activities:
Stock based compensation and services		197,805	331,858
Depreciation and amortization			1,630
Impairment losses		1,474	6,101
Write off of tax recoverable			17,654
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(442,101)	(218,802)
Accounts receivable and other assets		(10,748)	2,465
Net cash used in operating activities		(1,284,144)	(1,062,567)
Cash flows from investing activities:
Acquisition of capital assets		(39,488)
Net cash used in investing activities		(39,488)
Cash flows from financing activities:
Related party transaction		1,324,296	397,215
Net proceeds from sale of common stock			525,000
Net cash provided by financing activities		1,324,296	922,215
Effect of exchange rates on cash and cash equivalents		111	1,293
Net increase (decrease) in cash and cash equivalents		775	(139,059)
Cash and cash equivalents at beginning of period	$ 5,973	5,198	144,257
Cash and cash equivalents at end of period		$ 5,973	$ 5,198

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (1,713,123)	$ (1,071,845)	$ (657,375)

Cybersecurity Risk Management a

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Abstract]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	As an exploration stage company, we have limited operations and our business activity to date has been identifying, acquiring, and exploring mineral properties. As such, we have not yet adopted We currently manage our cybersecurity risk through a variety of practices that are applicable to all users of our information technology and information assets, including our employees and contractors. We use a combination of technology, policies, training, and monitoring to promote security awareness and prevent security incidents. Due to the early stage of development of our projects, we believe we have limited exposure to cyber threats other than emails and project data storage. Financial transactions are enabled through well-stablished financial institutions and accounting and employee information storage are outsourced to an external accounting firm. We have not , as of the date of this report, experienced a cybersecurity threat or incident in the last three years, that materially affected or is reasonably likely to affect our business, results of operations, or financial condition. However, there can be no guarantee that we will not experience such an incident in the future.
Cybersecurity Risk Management Processes Integrated [Flag]	false
Cybersecurity Risk Management Processes Integrated [Text Block]	we have limited operations and our business activity to date has been identifying, acquiring, and exploring mineral properties. As such, we have not yet adopted
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block]	We
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Our board of directors

ORGANIZATION, BUSINESS AND SUMM

ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business On July 27, 2016, Atlas Critical Minerals Corporation (“Atlas Critical Minerals”) was incorporated as Jupiter Gold Corporation (“Jupiter Gold”) under the laws of the Republic of the Marshall Islands. Concurrently, Atlas Lithium Corporation (“Atlas Lithium”), a Nevada corporation, exchanged its 99.99 4,000,000 32.70 On November 6, 2024, the Company and Apollo Resources Corporation, a Republic of the Marshall Islands corporation (“Apollo”), entered into an Agreement and Plan of Merger, which provided for, among other things, the merger of Apollo with and into the Company (the “Merger”), with the Company continuing its corporate existence as the surviving corporation. Prior to the Merger, Apollo Resources was 44.66 % owned by Atlas Lithium and 39.87 % owned by Marc Fogassa, our Chief Executive Officer and Chairman. On November 19, 2024, following satisfaction and/or waiver of the closing conditions in the Merger Agreement, including (i) approval of the transactions contemplated under the Merger Agreement by the requisite vote of the shareholders of Jupiter Gold and Apollo, respectively, (ii) Apollo delivering letters of transmittal to the Company completed and executed by Participating Securityholders (as defined in the Merger Agreement) holding at least 95% of the Outstanding Apollo Securities (as defined in the Merger Agreement), which included a waiver of their appraisal or dissenters’ rights under the Marshall Islands Business Corporations Act (the “BCA”), and (iii) each of the Company and Apollo having performed or complied in all material respects with all agreements and covenants required by the Merger Agreement on or prior to the Effective Time (as defined in the Merger Agreement), the Merger was consummated and Apollo merged with and into the Company. In connection with the consummation of the Merger, each share of Outstanding Apollo Securities was cancelled and converted into 6.62 shares of the Company’s common stock. In lieu of issuing fractional shares, Apollo shareholders received the nearest whole share of the Company’s common stock, rounding up any decimal amount of shares equal to or greater than 0.5. Following the Effective Time, the holders of Outstanding Apollo Securities right before the Effective Time, beneficially owned 59.40 Following the Merger, the previously subsidiaries of Apollo became subsidiaries of the Company. After the merger, the Company’s subsidiaries include the previously held MJL and the acquired through the Merger Mineração Apollo Ltda (“MAL”), Mineração Duas Barras (“MDB”) and RST Recursos Minerais (“RST”), each organized under the laws of Brazil and wholly owned by the Company. On December 20, 2024, the Articles of Incorporation of the Company were amended to change the name of the Company to Atlas Critical Minerals Corporation. This name change was carried out to reflect a broader focus of the Company following its merger with Apollo Resources Corporation. The Company’s mineral properties are in exploration or pre-exploration phases except for the following: ● Rio Piracicaba Iron ore mineral right: located in Rio Piracicaba, in the ore quadrangle in Minas Gerais State, this mining right is fully permitted for an open pit mine operation and a dry processing facility. The Company plans to start mining operations in the mining right in 2025. ● Quartzite: the deposit is also located in Minas Gerais. In 2024, full mining operations were started, producing and selling quartzite blocks and beneficiated slabs to clients in Brazil and abroad. Net revenues generated during the year amounted to $ 667,131 . Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) of the United States of America and are expressed in United States dollars. For the years ended December 31, 2024, 2023 and 2022, the consolidated financial statements include the accounts of the Company, its 99.99 % owned subsidiary, Mineração Jupiter Ltda and the 100 % owned subsidiaries Mineração Apollo Ltda, Mineração Duas Barras Ltda and RST Recursos Minerais Ltda. All material intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. 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. Going Concern The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has limited working capital, has incurred losses since its inception, and has not yet generated material revenues from the sale of its 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. During the year ended December 31, 2024, the Company funded operations primarily through the sale of equity securities ($ 1,595,750 in 2024), and cash generated by our quartzite operation (gross profit of $ 265,694 in 2024). For the next 12 months, management intends to cover any operating losses by using existing cash and cash equivalents, generating cash flow from our quartzite operations and, if necessary, selling its equity securities 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 the Company. Unobservable inputs are inputs that reflect the 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, 2024, the Company did not have any level 2 or 3 assets or liabilities. the Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent that the funds are not being held for investment purposes. Funds held in Brazilian banks are insured up to 250,000 40,373 Trade Receivable Trade receivables represent amounts to be received from clients due to the sale of quartzite products. The Company recognizes it following revenue recognition when control of the product is transferred to customers and the company has an unconditional right to receive payment for it. Initial recognition is made at fair value, which usually corresponds to the price of the transaction (invoice), and subsequently assessed to determine the recoverability of the amounts in every balance sheet date. Inventories The Company values its inventories in accordance with ASC 330 - Inventory, which requires that inventories be valued at the lower of cost or market. The cost of inventories is determined using the weighted average cost method. Property and Equipment Property and equipment are stated at cost. 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, facilities and other machinery are depreciated over an estimated useful life of ten years five years 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. 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. The Company did not recognize any impairment losses related to mineral properties held during the years ended December 31, 2024, 2023 and 2022. 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. These rights are held in perpetuity provided the Company remains in compliance with various government regulations and industry requirements. Mineral properties are amortized throughout the life of the property based on an units-of-production method. Revenue recognition Revenues from sales are recognized when control of the product is transferred to customers, in accordance with the INCOTERMS involved in each sales contract. Following ASC 606, the Company follows the 5-step model in order to recognize revenue in accordance with the core principle. 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 undiscounted 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. 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 are 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 subsidiaries, MJL, MAL, MDB, and RST, use their local currency (Brazilian Real) as their 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. Basic Earnings (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, 2024, the Company’s potentially dilutive securities relate to common stock issuable in connection with options. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. 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 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which clarifies the business combination accounting for joint venture formations. The amendments in the ASU seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of a joint venture. The amendments are effective for all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. We do not expect adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis. Among the disclosure enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit or loss. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively. Early adoption is permitted. Management does not expect this new guidance to have any impacts on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. We do not expect adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this Update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company will analyse the impacts of this Update in the upcoming years and anticipate that it will not adopt the Update early. In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The Board issued this Update to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt— Debt with Conversion and Other Options. The amendments in this Update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. Management does not expect this new guidance to have any impacts on the Company’s consolidated financial statements.
Apollo Resources Corporation [Member]
Restructuring Cost and Reserve [Line Items]
ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES		NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business On August 21, 2020, Apollo Resources Corporation (“Apollo Resources” or the “Company”) was incorporated under the laws of the Republic of the Marshall Islands. Concurrently. Atlas Lithium held an approximate 58.71 Apollo Resources Corporation (The Company) is a privately held company focused on iron projects in Brazil. Apollo Resources currently owns 56,290 Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) of the United States of America and are expressed in United States dollars. For the years ended December 31, 2023 and 2022, the consolidated financial statements include the accounts of the Company and its 99.99 % owned subsidiaries, Mineração Apollo Ltda, RST Recursos Minerais Ltda., and Mineração Duas Barras Ltda. All material intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. 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. Going Concern The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has limited working capital, has incurred losses since its inception, and has not yet generated material revenues from the sale of its 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. During the year ended December 31, 2023, the Company funded operations primarily through the sale of equity securities and loans from related parties. Management intends to cover any operating losses by selling its equity securities and obtaining debt financing. There can be no assurance the Company will be successful in these efforts. Fair Value of Financial Instruments Apollo Resources 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 Apollo Resources. Unobservable inputs are inputs that reflect Apollo Resources’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, 2023, Apollo Resources did not have any level 2 or 3 assets or liabilities. Apollo Resources’ financial instruments consist of cash and cash equivalents, accounts payable, and accrued expenses. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent that the funds are not being held for investment purposes. Funds held in Brazilian banks are insured up to 250,000 3,652 Property and Equipment Property and equipment are stated at cost. 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. 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. 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. The Company did not recognize any impairment losses related to mineral properties held during the years ended December 31, 2023 and 2022. 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. These rights are held in perpetuity provided the Company remains in compliance with various government regulations and industry requirements. Impairment of Long-Lived Assets For long-lived assets, such as property and equipment and intangible assets subject to amortization, Apollo Resources 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 undiscounted cash flows is less than the carrying amount of those assets, Apollo Resources 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. 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 are 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 Apollo’s subsidiaries, uses its local currency as its 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. Revenue recognition For the years ended December 31 st Had the Company performed any, revenues from sales would have been recognized when control of the product is transferred to customers, in accordance with the INCOTERMS involved in each sales contract. Following ASC 606, the Company will follow the 5-step model in order to recognize revenue in accordance with the core principle. 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. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The Company is evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s accounting for its convertible debt instruments. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption. In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its consolidated financial statements. In August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which clarifies the business combination accounting for joint venture formations. The amendments in the ASU seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of a joint venture. The amendments are effective for all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. We do not expect adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis. Among the disclosure enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit or loss. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively. Early adoption is permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. We do not expect adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures.

ACCOUNTING IMPACTS ARISING FROM

ACCOUNTING IMPACTS ARISING FROM THE MERGER WITH APOLLO	12 Months Ended
ACCOUNTING IMPACTS ARISING FROM THE MERGER WITH APOLLO	Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
ACCOUNTING IMPACTS ARISING FROM THE MERGER WITH APOLLO	NOTE 2 – ACCOUNTING IMPACTS ARISING FROM THE MERGER WITH APOLLO As discussed in Note 1, Organization and Description of Business, on November 19, 2024, the Company consummated a merger transaction through which Apollo Resources Corporation (“Apollo”), an entity under the same control of the Company, was merged with and into the Company. Such a transfer of net assets between entities under the control of the same parent is referred to under US GAAP as a common-control transaction. The growing demand for critical minerals needed for clean energy technologies and high-tech applications presents significant long-term opportunities. The Company’s goal is to become a leading critical mineral resources company supplying materials for the rapidly growing clean energy technologies. The acquisition of Apollo Resources’ mineral rights on critical minerals strengthens the Company’s portfolio of critical minerals and improves its position to become a leading supplier in this industry. The fair value of the net assets acquired was determined at $ 14 While a common-control asset acquisition transaction is similar to a business combination for the entity that receives the net assets or equity interests, such a transaction does not meet the definition of a business combination. Acquisition of assets that are under common control are excluded from the scope of the business combinations guidance and are addressed specifically by subsection ASC 805-50, which requires the receiving entity to recognize the net assets received at their historical carrying amounts, as reflected in the ultimate parent’s financial statements. The table below presents the consolidated balance sheet of the Company in the effective date of the merger and the accounting impacts arising from the recognition of the net assets of Apollo at their historical carrying value, as required by ASC 805-50 for common-control transactions: SCHEDULE OF MERGER CONSOLIDATED BALANCE SHEET Consolidated Merged Consolidated pre-merger entity post-merger ASSETS Current assets: Cash and cash equivalents 16,648 2,857 19,505 Accounts Receivable 35,082 - 35,082 Taxes recoverable - 26 26 Inventory 206,510 - 206,510 Related party transactions Other current assets 8,684 22,565 31,249 Total current assets 266,924 25,448 292,372 Property and equipment, net 336,120 1,273,827 1,609,947 Intangible assets, net - - - Total assets 603,044 1,299,275 1,902,319 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable and accrued expenses 49,468 24,215 73,683 Related party transactions 279,816 481,815 761,631 Other current liabilities 1,757 6,561 8,318 Total current liabilities 331,041 512,591 843,632 Non Current liabilities: Other non-current liabilities 4,685 13,718 18,403 Total current liabilities 4,685 13,718 18,403 Total liabilities 335,726 526,309 862,035 Total stockholders’ equity 267,318 772,966 1,040,284 Total liabilities and stockholders’ equity 603,044 1,299,275 1,902,319 The table below presents the balance sheet of Atlas Critical Minerals including the acquired assets and assumed liabilities as if the acquisition had occurred in the beginning of the period, compared to the consolidated balance sheet as of December 31, 2024: ATLAS CRITICAL MINERALS CORPORATION CONSOLIDATED BALANCE SHEETS ATLAS CRITICAL MINERALS CORP APOLLO RESOURCES CORP INTRAGROUP PRO- FORMA CONSOLIDATED ATLAS CRITICAL MINERALS CORP 2023 2023 TRANSACTIONS 2023 2024 ASSETS Current assets: Cash and cash equivalents $ 92,813 $ 5,973 $ - $ 98,786 $ 396,216 Accounts Receivable - - - - 47,682 Taxes recoverable - - - - 26 Inventory - - - - 171,726 Related party transactions - 674,461 674,461 - - Other current assets 3,621 30,147 - 33,768 47,772 Total current assets 96,434 710,581 674,461 132,554 663,422 Property and equipment, net 320,700 1,059,862 - 1,380,562 1,717,488 Total assets 417,134 1,770,443 674,461 1,513,116 2,380,910 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 59,009 $ 22,601 $ - $ 81,610 $ 346,346 Related party transactions 674,461 - 674,461 - 872,942 Other current liabilities 648 40,951 - 41,599 8,083 Total current liabilities 734,118 63,552 674,461 123,209 1,227,371 Non Current liabilities: Other non-current liabilities 4,729 53,849 - 58,578 33,961 Total current liabilities 4,729 53,849 - 58,578 33,961 Total liabilities 738,847 117,401 674,461 181,787 1,261,332 Total stockholders’ equity (321,713 ) 1,653,042 - 1,331,329 1,119,578 Total liabilities and stockholders’ equity 417,134 1,770,443 674,461 1,513,116 2,380,910

COMPOSITION OF CERTAIN FINANCIA

COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS	12 Months Ended
COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS	Dec. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS	NOTE 3 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS Inventories Inventories are composed of quartzite blocks and slabs generated by the cut and polishing process of the blocks. Both products are actively sold in the market, therefore considered finished products: SCHEDULE OF INVENTORIES 2024 2023 2022 December 31 2024 2023 2022 Quartzite blocks and slabs 116,143 - - Shares issued in connection with the merger 55,583 - - Total 171,726 - - Property and Equipment, Net The following table sets forth the components of the Company’s property and equipment as at December 31, 2024, 23 and 2022: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2024 Cost Accumulated Net Book Computers and office equipment $ 5,733 - $ 5,733 Machinery and equipment (1) $ 452,205 (41 ) $ 452,165 Mining rights (2) $ 1,245,274 - $ 1,245,274 Facilities $ 14,508 (191 ) $ 14,316 Vehicles $ - - $ - Total fixed assets $ 1,717,720 (232 ) $ 1,717,488 December 31, 2023 Cost Accumulated Net Book Computers and office equipment $ - - $ - Machinery and equipment 320,700 - 320,700 Vehicles - - - Total fixed assets $ 320,700 - 320,700 December 31, 2022 Cost Accumulated Net Book Computers and office equipment $ 2,192 (2,192 ) $ - Machinery and equipment 118,855 (76,926 ) 41,929 Vehicles 42,507 (42,507 ) - Total fixed assets $ 163,554 $ (121,625 ) $ 41,929 For the years ended December 31, 2024, 2023 and 2022, the Company recorded depreciation expense of $ 206 nil 12,997 (1) In 2024, the Company acquired an excavator to be used in our quartzite operations for a total consideration of R$ 810,000 ($ 133,424 at the date of the transaction). In 2023, the Company acquired a gold processing plant from Atlas Lithium at a total price of $ 320,700 . Total paid for the plant acquisition was composed of 320,700 shares issued by the Company at $ 1.00 each. (2) The mining rights addition in 2024 correspond to the impacts of the merger of the Company and Apollo. Mining rights are held by the new subsidiary MAL. In 2023, the Company proceeded to an impairment analysis on its property and equipment and intangibles and concluded that, other than the gold processing plant acquired in 2023, there was no expectation of future economic benefits being generated from the assets use or disposal, affecting the main condition for an asset to be recognized. As a result, an impairment loss of $ 56,536 SCHEDULE OF OTHER EXPENSES December 31, Foreign currency Impairment December 31, 2022 translation losses 2023 Property and equipment, net 41,929 2,358 (44,287 ) - Intangibles, net 11,499 750 (12,249 ) - 53,428 3,108 (56,536 ) - Related Party Receivables/Payables As of December 31, 2024, there are $ 872,942 851,678 10,918 Nil 21,264 Additionally, the Company advanced an amount of $ 9,855 As of December 31, 2023, related party payables totaled $ 647,461 no
Apollo Resources Corporation [Member]
Restructuring Cost and Reserve [Line Items]
COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS		NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS Proper, Plant and equipment The following table sets forth the components of the Company’s Property Plant and Equipment as at December 31, 2023 and 2022: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 Cost Accumulated Net Book Machinery and equipment $ - - $ - Mining rights $ 1,059,862 - $ 1,059,862 Total Property Plant and Equipment $ 1,059,862 - $ 1,059,862 December 31, 2022 Cost Accumulated Net Book Machinery and equipment $ 4,063 $ 2,589 $ 1,474 Mining rights $ 1,050,272 - $ 1,050,272 Total Property Plant and Equipment $ 1,054,335 $ 2,589 $ 1,051,746 For the years ended December 31, 2023 and 2022, the Company recorded amortization expense of nil 1,630 In 2023 and 2022, the Company proceeded to an impairment analysis on its property and equipment and intangibles and concluded that, other than mineral rights, there was no expectation of future economic benefits being generated from the assets use or disposal, affecting the main condition for an asset to be recognized. As a result, an impairment loss of $ 1,474 6,101 Related Party Receivables/Payables Related party payables relate to loans granted to (received from) entities belonging to the same economic group of the Company to enable Group entities to execute their operating activities. As of December 31, 2023, there are $ 674,461 As of December 31, 2022, there are $ 881,558

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	12 Months Ended
STOCKHOLDERS’ EQUITY	Dec. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
STOCKHOLDERS’ EQUITY	NOTE 4 – STOCKHOLDERS’ EQUITY Issued and Authorized As of December 31, 2024, the Company had 33,336,729 1 9,674,497 1 190,000,000 40,000,000 10,000,000 6,148,212 Common Stock During the year ended December 31, 2024, the Company issued 23,662,232 SCHEDULE OF COMPANY ISSUED COMMON STOCK Number of shares Cash received Shares arising from stock-based compensation to executives 2,180,977 13,500 Issuance of shares in connection with sales made under private offerings 3,009,162 1,582,250 Shares issued in connection with the merger 18,472,093 - Total 23,662,232 1,595,750 During the year ended December 31, 2023, the Company issued and sold 827,180 612,300 During the year ended December 31, 2022, the Company issued and sold 1,853,626 489,875 Preferred A Stock In 2016, the Company issued to Marc Fogassa, its Founder, Chief Executive Officer, and Chairman, one share of a Series A Convertible Preferred Stock (“Preferred A Stock”). The Certificate of Designations, Preferences and Rights of Preferred A Stock provides that for so long as it is issued and outstanding, its holders shall vote together as a single class with the holders of the Company’s common stock, with the holders of Preferred A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Preferred 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. Stock Options During the year ended December 31, 2024, the Company granted Mr. Fogassa as contractual compensation options to purchase an aggregate of 210,000 shares of its common stock. Such options corresponded to the period between January 1, 2024 to June 30, 2024. The options issued in 2024 were valued at $ 41,938 in total. The options were valued using the Black-Scholes option pricing model with the following average assumptions: our stock price on date of grant $ 0.74 to $ 1.00 , a strike price of $ 0.01 to $ 1.00 , illiquidity discount of 75 %, expected dividend yield of 0 %, annualized volatility of 241 % to 312 %, risk-free interest rate of 3.88 % to 4.64 %, and an expected term of five to ten years . During the year ended December 31, 2023, the Company granted Mr. Fogassa as contractual compensation options to purchase an aggregate of 420,000 shares of its common stock. Such awards corresponded to the period between January 1, 2023, to December 31, 2023. The options issued in 2023 were valued at $ 115,038 in total. The options were valued using the Black-Scholes option pricing model with the following average assumptions: our stock price on date of grant $ 0.65 to $ 2.10 , a strike price of $ 0.01 to $ 1.00 , illiquidity discount of 75 %, expected dividend yield of 0 %, annualized volatility of 268 % to 364 %, risk-free interest rate of 3.42 % to 4.73 %, and an expected term of five to ten years . During the year ended December 31, 2022, the Company granted officers and directors as contractual compensation options to purchase an aggregate of 420,000 104,140 0.80 1.20 0.01 1.00 75% 0 295 372 1.51 4.05 five ten years The following table reflects all outstanding and exercisable options on December 31, 2024. All stock options immediately vest and are exercisable for a period of five to ten years from the date of issuance. SCHEDULE OF STOCK OPTIONS ACTIVITY Average Number of Remaining Options Average Exercise Contractual Life Outstanding Price (Years) Outstanding, December 31, 2022 1,905,000 0.56 4.74 Issued in 2023 420,000 0.15 8.98 Exercised in 2023 1,115,000 0.98 - Outstanding, December 31, 2023 1,210,000 0.04 8.22 Issued in 2024 376,667 0.48 5.62 Exercised in 2024 1,350,000 0.01 - Outstanding, December 31, 2024 236,667 0.93 1.85 Stock Warrants During the years ended December 31, 2024, 2023 and 2022 the company did no Restricted Stock Units During the year ended December 31, 2023, the Company granted RSUs to certain executives of the Company. Each RSU is redeemable for one share of the Company’s common stock immediately upon vesting. The RSUs granted with immediate-vesting and time-vesting conditions were as follows: 1) 790,168 2) 516,471 25 These RSUs granted with immediate-vesting and time-vesting conditions were issued with a total grant date fair value of $ 460,247
Apollo Resources Corporation [Member]
Restructuring Cost and Reserve [Line Items]
STOCKHOLDERS’ EQUITY		NOTE 3 – STOCKHOLDERS’ EQUITY Issued and Authorized As of December 31, 2023, The Company had 2,122,175 1 49,999,000 Common Stock During the year ended December 31, 2023, The Company issued and sold 525,750 3,154,500 Preferred A Stock In 2016, Company issued to Marc Fogassa, its Founder, Chief Executive Officer, and Chairman, one share of a Series A Convertible Preferred Stock (“Preferred A Stock”). The Certificate of Designations, Preferences and Rights of Preferred A Stock provides that for so long as it is issued and outstanding, its holders shall vote together as a single class with the holders of the Company’s common stock, with the holders of Preferred A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Preferred 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. Stock Options During the year ended December 31, 2023, the Company granted Marc Fogassa as contractual compensation options to purchase an aggregate of 180,000 197,805 Stock Warrants During the years ended December 31, 2023 and 2022 the company did no

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
SUBSEQUENT EVENTS	NOTE 5 – SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2024 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. In compliance with the SEC regulation S-X and following the merger with Apollo Resources, the Company presents below Apollo’s unaudited consolidated statements of operations and comprehensive loss and the unaudited consolidated cash flow statement for the eleven-month period ended November 30, 2024, as well as Apollo’s audited consolidated financial statements for the years ended December 31, 2023 and December 31, 2022. APOLLO RESOURCES CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS SCHEDULE OF CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Eleven-month period ended November 30, 2024 (Unaudited) Revenue Cost of revenue $ - Gross profit $ - Operating expenses: General and administrative $ (661,493 ) Stock based compensation $ (938,808 ) Total operating expenses $ (1,600,301 ) Loss from Operations $ (1,600,301 ) Other expense (income): Other expense (income) $ 110,459 Finance results $ 110,459 Loss before provision for income taxes $ (1,489,842 ) Provision for income taxes $ - Net loss $ 1,489,842 Comprehensive loss: Net loss $ 1,489,842 Foreign curreny translation adjustment $ 333,939 Comprehensive loss $ 1,823,781 APOLLO RESOURCES CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOWS Eleven-month period ended November 30, 2024 (Unaudited) Cash flows from operating activities of continuing operations: Net loss $ (1,489,842 ) Adjustments to reconcile net loss to cash used in operating activities: Stock based compensation and services $ 938,808 Gain/loss on FOREX transactions $ (111,991 ) Changes in operating assets and liabilities: Accounts payable $ (55,104 ) Accounts receivable and other assets $ 1,521 Net cash (used in) operating activities $ (716,607 ) Cash flows from investing activities: Related party transactions $ 1,156,276 Acquisition of capital assets $ (444,287 ) Net cash provided by investing activities $ 711,989 Cash flows from financing activities: Net proceeds from sale of common stock $ 4,950 Net cash provided by financing activities $ 4,950 Effect of exchange rates on cash and cash equivalents $ (3,449 ) Net decrease in cash and cash equivalents $ (3,116 ) Cash and cash equivalents at beginning of period $ 5,973 Cash and cash equivalents at end of period $ 2,857
Apollo Resources Corporation [Member]
Restructuring Cost and Reserve [Line Items]
SUBSEQUENT EVENTS		NOTE 4 – SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2023 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.

ORGANIZATION, BUSINESS AND SU_2

ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Organization and Description of Business	Organization and Description of Business On July 27, 2016, Atlas Critical Minerals Corporation (“Atlas Critical Minerals”) was incorporated as Jupiter Gold Corporation (“Jupiter Gold”) under the laws of the Republic of the Marshall Islands. Concurrently, Atlas Lithium Corporation (“Atlas Lithium”), a Nevada corporation, exchanged its 99.99 4,000,000 32.70 On November 6, 2024, the Company and Apollo Resources Corporation, a Republic of the Marshall Islands corporation (“Apollo”), entered into an Agreement and Plan of Merger, which provided for, among other things, the merger of Apollo with and into the Company (the “Merger”), with the Company continuing its corporate existence as the surviving corporation. Prior to the Merger, Apollo Resources was 44.66 % owned by Atlas Lithium and 39.87 % owned by Marc Fogassa, our Chief Executive Officer and Chairman. On November 19, 2024, following satisfaction and/or waiver of the closing conditions in the Merger Agreement, including (i) approval of the transactions contemplated under the Merger Agreement by the requisite vote of the shareholders of Jupiter Gold and Apollo, respectively, (ii) Apollo delivering letters of transmittal to the Company completed and executed by Participating Securityholders (as defined in the Merger Agreement) holding at least 95% of the Outstanding Apollo Securities (as defined in the Merger Agreement), which included a waiver of their appraisal or dissenters’ rights under the Marshall Islands Business Corporations Act (the “BCA”), and (iii) each of the Company and Apollo having performed or complied in all material respects with all agreements and covenants required by the Merger Agreement on or prior to the Effective Time (as defined in the Merger Agreement), the Merger was consummated and Apollo merged with and into the Company. In connection with the consummation of the Merger, each share of Outstanding Apollo Securities was cancelled and converted into 6.62 shares of the Company’s common stock. In lieu of issuing fractional shares, Apollo shareholders received the nearest whole share of the Company’s common stock, rounding up any decimal amount of shares equal to or greater than 0.5. Following the Effective Time, the holders of Outstanding Apollo Securities right before the Effective Time, beneficially owned 59.40 Following the Merger, the previously subsidiaries of Apollo became subsidiaries of the Company. After the merger, the Company’s subsidiaries include the previously held MJL and the acquired through the Merger Mineração Apollo Ltda (“MAL”), Mineração Duas Barras (“MDB”) and RST Recursos Minerais (“RST”), each organized under the laws of Brazil and wholly owned by the Company. On December 20, 2024, the Articles of Incorporation of the Company were amended to change the name of the Company to Atlas Critical Minerals Corporation. This name change was carried out to reflect a broader focus of the Company following its merger with Apollo Resources Corporation. The Company’s mineral properties are in exploration or pre-exploration phases except for the following: ● Rio Piracicaba Iron ore mineral right: located in Rio Piracicaba, in the ore quadrangle in Minas Gerais State, this mining right is fully permitted for an open pit mine operation and a dry processing facility. The Company plans to start mining operations in the mining right in 2025. ● Quartzite: the deposit is also located in Minas Gerais. In 2024, full mining operations were started, producing and selling quartzite blocks and beneficiated slabs to clients in Brazil and abroad. Net revenues generated during the year amounted to $ 667,131 .
Basis of Presentation	Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) of the United States of America and are expressed in United States dollars. For the years ended December 31, 2024, 2023 and 2022, the consolidated financial statements include the accounts of the Company, its 99.99 % owned subsidiary, Mineração Jupiter Ltda and the 100 % owned subsidiaries Mineração Apollo Ltda, Mineração Duas Barras Ltda and RST Recursos Minerais Ltda. 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 U.S. 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.
Going Concern	Going Concern The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has limited working capital, has incurred losses since its inception, and has not yet generated material revenues from the sale of its 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. During the year ended December 31, 2024, the Company funded operations primarily through the sale of equity securities ($ 1,595,750 in 2024), and cash generated by our quartzite operation (gross profit of $ 265,694 in 2024). For the next 12 months, management intends to cover any operating losses by using existing cash and cash equivalents, generating cash flow from our quartzite operations and, if necessary, selling its equity securities 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 the Company. Unobservable inputs are inputs that reflect the 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, 2024, the Company did not have any level 2 or 3 assets or liabilities. the Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.
Cash and Cash Equivalents	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. Funds held in Brazilian banks are insured up to 250,000 40,373
Trade Receivable	Trade Receivable Trade receivables represent amounts to be received from clients due to the sale of quartzite products. The Company recognizes it following revenue recognition when control of the product is transferred to customers and the company has an unconditional right to receive payment for it. Initial recognition is made at fair value, which usually corresponds to the price of the transaction (invoice), and subsequently assessed to determine the recoverability of the amounts in every balance sheet date.
Inventories	Inventories The Company values its inventories in accordance with ASC 330 - Inventory, which requires that inventories be valued at the lower of cost or market. The cost of inventories is determined using the weighted average cost method.
Property and Equipment	Property and Equipment Property and equipment are stated at cost. 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, facilities and other machinery are depreciated over an estimated useful life of ten years five years 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. 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. The Company did not recognize any impairment losses related to mineral properties held during the years ended December 31, 2024, 2023 and 2022. 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. These rights are held in perpetuity provided the Company remains in compliance with various government regulations and industry requirements. Mineral properties are amortized throughout the life of the property based on an units-of-production method.
Revenue recognition	Revenue recognition Revenues from sales are recognized when control of the product is transferred to customers, in accordance with the INCOTERMS involved in each sales contract. Following ASC 606, the Company follows the 5-step model in order to recognize revenue in accordance with the core principle.
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 undiscounted 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.
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 are 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 subsidiaries, MJL, MAL, MDB, and RST, use their local currency (Brazilian Real) as their 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.
Basic Earnings (Loss) Per Share	Basic Earnings (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, 2024, the Company’s potentially dilutive securities relate to common stock issuable in connection with options. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
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 August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which clarifies the business combination accounting for joint venture formations. The amendments in the ASU seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of a joint venture. The amendments are effective for all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. We do not expect adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis. Among the disclosure enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit or loss. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively. Early adoption is permitted. Management does not expect this new guidance to have any impacts on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. We do not expect adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this Update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company will analyse the impacts of this Update in the upcoming years and anticipate that it will not adopt the Update early. In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The Board issued this Update to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt— Debt with Conversion and Other Options. The amendments in this Update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. Management does not expect this new guidance to have any impacts on the Company’s consolidated financial statements.
Apollo Resources Corporation [Member]
Restructuring Cost and Reserve [Line Items]
Organization and Description of Business		Organization and Description of Business On August 21, 2020, Apollo Resources Corporation (“Apollo Resources” or the “Company”) was incorporated under the laws of the Republic of the Marshall Islands. Concurrently. Atlas Lithium held an approximate 58.71 Apollo Resources Corporation (The Company) is a privately held company focused on iron projects in Brazil. Apollo Resources currently owns 56,290
Basis of Presentation		Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) of the United States of America and are expressed in United States dollars. For the years ended December 31, 2023 and 2022, the consolidated financial statements include the accounts of the Company and its 99.99 % owned subsidiaries, Mineração Apollo Ltda, RST Recursos Minerais Ltda., and Mineração Duas Barras Ltda. 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 U.S. 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.
Going Concern		Going Concern The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has limited working capital, has incurred losses since its inception, and has not yet generated material revenues from the sale of its 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. During the year ended December 31, 2023, the Company funded operations primarily through the sale of equity securities and loans from related parties. Management intends to cover any operating losses by selling its equity securities 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 Apollo Resources 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 Apollo Resources. Unobservable inputs are inputs that reflect Apollo Resources’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, 2023, Apollo Resources did not have any level 2 or 3 assets or liabilities. Apollo Resources’ financial instruments consist of cash and cash equivalents, accounts payable, and accrued expenses. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.
Cash and Cash Equivalents		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. Funds held in Brazilian banks are insured up to 250,000 3,652
Property and Equipment		Property and Equipment Property and equipment are stated at cost. 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.
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. 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. The Company did not recognize any impairment losses related to mineral properties held during the years ended December 31, 2023 and 2022. 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. These rights are held in perpetuity provided the Company remains in compliance with various government regulations and industry requirements.
Revenue recognition		Revenue recognition For the years ended December 31 st Had the Company performed any, revenues from sales would have been recognized when control of the product is transferred to customers, in accordance with the INCOTERMS involved in each sales contract. Following ASC 606, the Company will follow the 5-step model in order to recognize revenue in accordance with the core principle.
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, Apollo Resources 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 undiscounted cash flows is less than the carrying amount of those assets, Apollo Resources 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.
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 are 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 Apollo’s subsidiaries, uses its local currency as its 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.
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 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. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The Company is evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s accounting for its convertible debt instruments. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption. In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its consolidated financial statements. In August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which clarifies the business combination accounting for joint venture formations. The amendments in the ASU seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of a joint venture. The amendments are effective for all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. We do not expect adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis. Among the disclosure enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit or loss. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively. Early adoption is permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. We do not expect adoption of the new guidance to have a material impact on our consolidated financial statements and disclosures.

ACCOUNTING IMPACTS ARISING FR_2

ACCOUNTING IMPACTS ARISING FROM THE MERGER WITH APOLLO (Tables)	12 Months Ended
	Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
SCHEDULE OF MERGER CONSOLIDATED BALANCE SHEET	The table below presents the consolidated balance sheet of the Company in the effective date of the merger and the accounting impacts arising from the recognition of the net assets of Apollo at their historical carrying value, as required by ASC 805-50 for common-control transactions: SCHEDULE OF MERGER CONSOLIDATED BALANCE SHEET Consolidated Merged Consolidated pre-merger entity post-merger ASSETS Current assets: Cash and cash equivalents 16,648 2,857 19,505 Accounts Receivable 35,082 - 35,082 Taxes recoverable - 26 26 Inventory 206,510 - 206,510 Related party transactions Other current assets 8,684 22,565 31,249 Total current assets 266,924 25,448 292,372 Property and equipment, net 336,120 1,273,827 1,609,947 Intangible assets, net - - - Total assets 603,044 1,299,275 1,902,319 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable and accrued expenses 49,468 24,215 73,683 Related party transactions 279,816 481,815 761,631 Other current liabilities 1,757 6,561 8,318 Total current liabilities 331,041 512,591 843,632 Non Current liabilities: Other non-current liabilities 4,685 13,718 18,403 Total current liabilities 4,685 13,718 18,403 Total liabilities 335,726 526,309 862,035 Total stockholders’ equity 267,318 772,966 1,040,284 Total liabilities and stockholders’ equity 603,044 1,299,275 1,902,319 The table below presents the balance sheet of Atlas Critical Minerals including the acquired assets and assumed liabilities as if the acquisition had occurred in the beginning of the period, compared to the consolidated balance sheet as of December 31, 2024: ATLAS CRITICAL MINERALS CORPORATION CONSOLIDATED BALANCE SHEETS ATLAS CRITICAL MINERALS CORP APOLLO RESOURCES CORP INTRAGROUP PRO- FORMA CONSOLIDATED ATLAS CRITICAL MINERALS CORP 2023 2023 TRANSACTIONS 2023 2024 ASSETS Current assets: Cash and cash equivalents $ 92,813 $ 5,973 $ - $ 98,786 $ 396,216 Accounts Receivable - - - - 47,682 Taxes recoverable - - - - 26 Inventory - - - - 171,726 Related party transactions - 674,461 674,461 - - Other current assets 3,621 30,147 - 33,768 47,772 Total current assets 96,434 710,581 674,461 132,554 663,422 Property and equipment, net 320,700 1,059,862 - 1,380,562 1,717,488 Total assets 417,134 1,770,443 674,461 1,513,116 2,380,910 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 59,009 $ 22,601 $ - $ 81,610 $ 346,346 Related party transactions 674,461 - 674,461 - 872,942 Other current liabilities 648 40,951 - 41,599 8,083 Total current liabilities 734,118 63,552 674,461 123,209 1,227,371 Non Current liabilities: Other non-current liabilities 4,729 53,849 - 58,578 33,961 Total current liabilities 4,729 53,849 - 58,578 33,961 Total liabilities 738,847 117,401 674,461 181,787 1,261,332 Total stockholders’ equity (321,713 ) 1,653,042 - 1,331,329 1,119,578 Total liabilities and stockholders’ equity 417,134 1,770,443 674,461 1,513,116 2,380,910

COMPOSITION OF CERTAIN FINANC_2

COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (Tables)	12 Months Ended
COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (Tables)	Dec. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF INVENTORIES	Inventories are composed of quartzite blocks and slabs generated by the cut and polishing process of the blocks. Both products are actively sold in the market, therefore considered finished products: SCHEDULE OF INVENTORIES 2024 2023 2022 December 31 2024 2023 2022 Quartzite blocks and slabs 116,143 - - Shares issued in connection with the merger 55,583 - - Total 171,726 - -
SCHEDULE OF PROPERTY AND EQUIPMENT	The following table sets forth the components of the Company’s property and equipment as at December 31, 2024, 23 and 2022: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2024 Cost Accumulated Net Book Computers and office equipment $ 5,733 - $ 5,733 Machinery and equipment (1) $ 452,205 (41 ) $ 452,165 Mining rights (2) $ 1,245,274 - $ 1,245,274 Facilities $ 14,508 (191 ) $ 14,316 Vehicles $ - - $ - Total fixed assets $ 1,717,720 (232 ) $ 1,717,488 December 31, 2023 Cost Accumulated Net Book Computers and office equipment $ - - $ - Machinery and equipment 320,700 - 320,700 Vehicles - - - Total fixed assets $ 320,700 - 320,700 December 31, 2022 Cost Accumulated Net Book Computers and office equipment $ 2,192 (2,192 ) $ - Machinery and equipment 118,855 (76,926 ) 41,929 Vehicles 42,507 (42,507 ) - Total fixed assets $ 163,554 $ (121,625 ) $ 41,929 For the years ended December 31, 2024, 2023 and 2022, the Company recorded depreciation expense of $ 206 nil 12,997 (1) In 2024, the Company acquired an excavator to be used in our quartzite operations for a total consideration of R$ 810,000 ($ 133,424 at the date of the transaction). In 2023, the Company acquired a gold processing plant from Atlas Lithium at a total price of $ 320,700 . Total paid for the plant acquisition was composed of 320,700 shares issued by the Company at $ 1.00 each. (2) The mining rights addition in 2024 correspond to the impacts of the merger of the Company and Apollo. Mining rights are held by the new subsidiary MAL.
SCHEDULE OF OTHER EXPENSES	SCHEDULE OF OTHER EXPENSES December 31, Foreign currency Impairment December 31, 2022 translation losses 2023 Property and equipment, net 41,929 2,358 (44,287 ) - Intangibles, net 11,499 750 (12,249 ) - 53,428 3,108 (56,536 ) -
Apollo Resources Corporation [Member]
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF PROPERTY AND EQUIPMENT		The following table sets forth the components of the Company’s Property Plant and Equipment as at December 31, 2023 and 2022: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 Cost Accumulated Net Book Machinery and equipment $ - - $ - Mining rights $ 1,059,862 - $ 1,059,862 Total Property Plant and Equipment $ 1,059,862 - $ 1,059,862 December 31, 2022 Cost Accumulated Net Book Machinery and equipment $ 4,063 $ 2,589 $ 1,474 Mining rights $ 1,050,272 - $ 1,050,272 Total Property Plant and Equipment $ 1,054,335 $ 2,589 $ 1,051,746

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	12 Months Ended
STOCKHOLDERS’ EQUITY (Tables)	Dec. 31, 2024
Equity [Abstract]
SCHEDULE OF COMPANY ISSUED COMMON STOCK	During the year ended December 31, 2024, the Company issued 23,662,232 SCHEDULE OF COMPANY ISSUED COMMON STOCK Number of shares Cash received Shares arising from stock-based compensation to executives 2,180,977 13,500 Issuance of shares in connection with sales made under private offerings 3,009,162 1,582,250 Shares issued in connection with the merger 18,472,093 - Total 23,662,232 1,595,750
SCHEDULE OF STOCK OPTIONS ACTIVITY	The following table reflects all outstanding and exercisable options on December 31, 2024. All stock options immediately vest and are exercisable for a period of five to ten years from the date of issuance. SCHEDULE OF STOCK OPTIONS ACTIVITY Average Number of Remaining Options Average Exercise Contractual Life Outstanding Price (Years) Outstanding, December 31, 2022 1,905,000 0.56 4.74 Issued in 2023 420,000 0.15 8.98 Exercised in 2023 1,115,000 0.98 - Outstanding, December 31, 2023 1,210,000 0.04 8.22 Issued in 2024 376,667 0.48 5.62 Exercised in 2024 1,350,000 0.01 - Outstanding, December 31, 2024 236,667 0.93 1.85

SUBSEQUENT EVENTS (Tables)

SUBSEQUENT EVENTS (Tables)	12 Months Ended
SUBSEQUENT EVENTS (Tables)	Dec. 31, 2024
Subsequent Events [Abstract]
SCHEDULE OF CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS	SCHEDULE OF CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Eleven-month period ended November 30, 2024 (Unaudited) Revenue Cost of revenue $ - Gross profit $ - Operating expenses: General and administrative $ (661,493 ) Stock based compensation $ (938,808 ) Total operating expenses $ (1,600,301 ) Loss from Operations $ (1,600,301 ) Other expense (income): Other expense (income) $ 110,459 Finance results $ 110,459 Loss before provision for income taxes $ (1,489,842 ) Provision for income taxes $ - Net loss $ 1,489,842 Comprehensive loss: Net loss $ 1,489,842 Foreign curreny translation adjustment $ 333,939 Comprehensive loss $ 1,823,781
SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOWS	SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOWS Eleven-month period ended November 30, 2024 (Unaudited) Cash flows from operating activities of continuing operations: Net loss $ (1,489,842 ) Adjustments to reconcile net loss to cash used in operating activities: Stock based compensation and services $ 938,808 Gain/loss on FOREX transactions $ (111,991 ) Changes in operating assets and liabilities: Accounts payable $ (55,104 ) Accounts receivable and other assets $ 1,521 Net cash (used in) operating activities $ (716,607 ) Cash flows from investing activities: Related party transactions $ 1,156,276 Acquisition of capital assets $ (444,287 ) Net cash provided by investing activities $ 711,989 Cash flows from financing activities: Net proceeds from sale of common stock $ 4,950 Net cash provided by financing activities $ 4,950 Effect of exchange rates on cash and cash equivalents $ (3,449 ) Net decrease in cash and cash equivalents $ (3,116 ) Cash and cash equivalents at beginning of period $ 5,973 Cash and cash equivalents at end of period $ 2,857

ORGANIZATION, BUSINESS AND SU_3

ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)		11 Months Ended	12 Months Ended
	Jul. 27, 2016 shares	Nov. 30, 2024 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($) a	Dec. 31, 2022 USD ($)	Dec. 31, 2024 BRL (R$)	Nov. 06, 2024	Dec. 31, 2023 BRL (R$) a
Outstanding securities precentage			59.40%			59.40%
Revenues			$ 667,131
Proceeds from Issuance or Sale of Equity			1,595,750
Gross Profit			265,694
Cash insurred			$ 40,373			R$ 250000
Apollo Resources Corporation [Member]
Gross Profit
Cash insurred				$ 3,652				R$ 250000
Area of land \| a				56,290				56,290
Other Machinery and Equipment [Member]
Property and equipment estimated useful Life			10 years			10 years
Vehicles [Member]
Property and equipment estimated useful Life			5 years			5 years
Computer Equipment [Member]
Property and equipment estimated useful Life			3 years			3 years
Mineracao Jupiter Ltd [Member]
Ownership percentage	99.99%				99.99%
Number of shares issued \| shares	4,000,000
Mineracao Jupiter Ltd [Member] \| Apollo Resources Corporation [Member]
Ownership percentage					99.99%
Atlas Lthium Corp [Member]
Ownership percentage			32.70%			32.70%	44.66%
Atlas Lthium Corp [Member] \| Apollo Resources Corporation [Member]
Ownership percentage				58.71%				58.71%
Marc Fogassa [Member]
Ownership percentage							39.87%
Mineracao Apollo Ltda Mineracao Duas Barras Ltda And RST Mineracao Ltda [Member]
Ownership percentage					100%

SCHEDULE OF MERGER CONSOLIDATED

SCHEDULE OF MERGER CONSOLIDATED BALANCE SHEET (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 396,216	$ 92,813
Accounts Receivable	47,682
Taxes recoverable	26
Inventory	171,726
Related party transactions
Other current assets	47,772	3,621
Total current assets	663,422	96,434
Property and equipment, net	1,717,488	320,700
Total assets	2,380,910	417,134
Current liabilities:
Accounts payable	346,346	59,009
Related party transactions	872,942	674,461
Other current liabilities	8,083	648
Total current liabilities	1,227,371	734,118
Non Current liabilities:
Other non-current liabilities	33,961	4,729
Total current liabilities	33,961	4,729
Total liabilities	1,261,332	738,847
Total stockholders’ equity	1,119,578	(321,713)
Total liabilities and stockholders’ equity	2,380,910	417,134
Apollo Resources Corporation [Member]
Current assets:
Cash and cash equivalents		5,973
Accounts Receivable
Taxes recoverable
Inventory
Related party transactions		674,461
Other current assets		30,147
Total current assets		710,581
Property and equipment, net		1,059,862
Total assets		1,770,443
Current liabilities:
Accounts payable		22,601
Related party transactions
Other current liabilities		40,951
Total current liabilities		63,552
Non Current liabilities:
Other non-current liabilities		53,849
Total current liabilities		53,849
Total liabilities		117,401
Total stockholders’ equity		1,653,042
Total liabilities and stockholders’ equity		1,770,443
Intragroup Transactions [Member]
Current assets:
Cash and cash equivalents
Accounts Receivable
Taxes recoverable
Inventory
Related party transactions		674,461
Other current assets
Total current assets		674,461
Property and equipment, net
Total assets		674,461
Current liabilities:
Accounts payable
Related party transactions		674,461
Other current liabilities
Total current liabilities		674,461
Non Current liabilities:
Other non-current liabilities
Total current liabilities
Total liabilities		674,461
Total stockholders’ equity
Total liabilities and stockholders’ equity		674,461
Proforma Consolidated [Member]
Current assets:
Cash and cash equivalents		98,786
Accounts Receivable
Taxes recoverable
Inventory
Related party transactions
Other current assets		33,768
Total current assets		132,554
Property and equipment, net		1,380,562
Total assets		1,513,116
Current liabilities:
Accounts payable		81,610
Related party transactions
Other current liabilities		41,599
Total current liabilities		123,209
Non Current liabilities:
Other non-current liabilities		58,578
Total current liabilities		58,578
Total liabilities		181,787
Total stockholders’ equity		1,331,329
Total liabilities and stockholders’ equity		$ 1,513,116
Consolidated Pre Merger [Member] \| Apollo Resources Corporation [Member]
Current assets:
Cash and cash equivalents	16,648
Accounts Receivable	35,082
Taxes recoverable
Inventory	206,510
Other current assets	8,684
Total current assets	266,924
Property and equipment, net	336,120
Intangible assets, net
Total assets	603,044
Current liabilities:
Accounts payable	49,468
Related party transactions	279,816
Other current liabilities	1,757
Total current liabilities	331,041
Non Current liabilities:
Other non-current liabilities	4,685
Total current liabilities	4,685
Total liabilities	335,726
Total stockholders’ equity	267,318
Total liabilities and stockholders’ equity	603,044
Merged Entity [Member] \| Apollo Resources Corporation [Member]
Current assets:
Cash and cash equivalents	2,857
Accounts Receivable
Taxes recoverable	26
Inventory
Other current assets	22,565
Total current assets	25,448
Property and equipment, net	1,273,827
Intangible assets, net
Total assets	1,299,275
Current liabilities:
Accounts payable	24,215
Related party transactions	481,815
Other current liabilities	6,561
Total current liabilities	512,591
Non Current liabilities:
Other non-current liabilities	13,718
Total current liabilities	13,718
Total liabilities	526,309
Total stockholders’ equity	772,966
Total liabilities and stockholders’ equity	1,299,275
Consolidated Post Merger [Member] \| Apollo Resources Corporation [Member]
Current assets:
Cash and cash equivalents	19,505
Accounts Receivable	35,082
Taxes recoverable	26
Inventory	206,510
Other current assets	31,249
Total current assets	292,372
Property and equipment, net	1,609,947
Intangible assets, net
Total assets	1,902,319
Current liabilities:
Accounts payable	73,683
Related party transactions	761,631
Other current liabilities	8,318
Total current liabilities	843,632
Non Current liabilities:
Other non-current liabilities	18,403
Total current liabilities	18,403
Total liabilities	862,035
Total stockholders’ equity	1,040,284
Total liabilities and stockholders’ equity	$ 1,902,319

ACCOUNTING IMPACTS ARISING FR_3

ACCOUNTING IMPACTS ARISING FROM THE MERGER WITH APOLLO (Details Narrative) $ in Millions	Nov. 19, 2024 USD ($)
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Fair value of net assets	$ 14

SCHEDULE OF INVENTORIES (Detail

SCHEDULE OF INVENTORIES (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Inventories
Quartzite blocks and slabs	$ 116,143
Shares issued in connection with the merger	55,583
Total	$ 171,726

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details)		12 Months Ended
SCHEDULE OF PROPERTY AND EQUIPMENT (Details)		Dec. 31, 2024 USD ($) $ / shares shares		Dec. 31, 2024 BRL (R$)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Property, Plant and Equipment [Line Items]
Cost		$ 1,717,720			$ 320,700	$ 163,554
Accumulated Depreciation		232				121,625
Net Book Value		1,717,488			320,700	41,929
Payments to acquire property, plant and equipment		$ 133,424		R$ 810000
Shares issued \| shares		320,700
Share price \| $ / shares		$ 1
Apollo Resources Corporation [Member]
Property, Plant and Equipment [Line Items]
Cost					1,059,862	1,054,335
Accumulated Depreciation						2,589
Net Book Value					1,059,862	1,051,746
Atlas Lthium Corp [Member]
Property, Plant and Equipment [Line Items]
Net Book Value		$ 320,700
Computers and Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost		5,733				2,192
Accumulated Depreciation						2,192
Net Book Value		5,733
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost		452,205	[1]		320,700	118,855
Accumulated Depreciation		41	[1]			76,926
Net Book Value		452,165	[1]		320,700	41,929
Machinery and Equipment [Member] \| Apollo Resources Corporation [Member]
Property, Plant and Equipment [Line Items]
Cost						4,063
Accumulated Depreciation						2,589
Net Book Value						1,474
Mining Properties and Mineral Rights [Member]
Property, Plant and Equipment [Line Items]
Cost	[2]	1,245,274
Accumulated Depreciation	[2]
Net Book Value	[2]	1,245,274
Mining Properties and Mineral Rights [Member] \| Apollo Resources Corporation [Member]
Property, Plant and Equipment [Line Items]
Cost					1,059,862	1,050,272
Accumulated Depreciation
Net Book Value					1,059,862	1,050,272
Facilities [Member]
Property, Plant and Equipment [Line Items]
Cost		14,508
Accumulated Depreciation		191
Net Book Value		14,316
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Cost						42,507
Accumulated Depreciation						42,507
Net Book Value

[1]In 2024, the Company acquired an excavator to be used in our quartzite operations for a total consideration of R$[2]The mining rights addition in 2024 correspond to the impacts of the merger of the Company and Apollo. Mining rights are held by the new subsidiary MAL.

SCHEDULE OF OTHER EXPENSES (Det

SCHEDULE OF OTHER EXPENSES (Details)	12 Months Ended
SCHEDULE OF OTHER EXPENSES (Details)	Dec. 31, 2023 USD ($)
Property and equipment, net	$ 41,929
Property and equipment, net	320,700
Other Expense [Member]
Property and equipment, net	41,929
Foreign currency translation property and equipment net	2,358
Impairment losses property and equipment net	(44,287)
Property and equipment, net
Intangibles, net	11,499
Foreign currency translation Intangibles net	750
Impairment losses Intangibles net	(12,249)
Intangibles, net
Other assets	53,428
Foreign currency translation other assets	3,108
Impairment losses other assets	(56,536)
Other assets

COMPOSITION OF CERTAIN FINANC_3

COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Depreciation expense	$ 206		$ 12,997
Impairment losses		56,536
Accounts payable current	346,346	59,009	20,583
Other liabilities current	8,083	648
Apollo Resources Corporation [Member]
Defined Benefit Plan Disclosure [Line Items]
Impairment losses		1,474	6,101
Accounts payable current		22,601	514,834
Other liabilities current		40,951	57,549
Adjustment for amortization			1,630
Chief Executive Officer [Member]
Defined Benefit Plan Disclosure [Line Items]
Other liabilities current	9,855
Atlas Litiodo Brasil Ltda And Atlas Lthium Corp [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable current	872,942
Atlas Lthium Corp [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts receivable net current	851,678		0
Interest accrued	10,918
Atlas Litiodo Brasil Ltda [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable current	$ 21,264
Atlas Litiodo Brasil Ltda [Member] \| Apollo Resources Corporation [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable current			$ 881,558
Mineracao Apollo Ltda [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable current		647,461
Jupiter Gold Corporation [Member] \| Apollo Resources Corporation [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts receivable net current		$ 674,461

SCHEDULE OF COMPANY ISSUED COMM

SCHEDULE OF COMPANY ISSUED COMMON STOCK (Details) - USD ($)	12 Months Ended
SCHEDULE OF COMPANY ISSUED COMMON STOCK (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock in connection with sales made under private offerings, value	$ 1,582,250	$ 612,300	$ 489,875
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued	23,662,232
Stock based compensation, shares	2,180,977
Stock based compensation, value	$ 13,500
Issuance of common stock in connection with sales made under private offerings, shares	3,009,162	827,180	1,853,626
Issuance of common stock in connection with sales made under private offerings, value	$ 3,009	$ 827	$ 1,853
Effects of the merger with Apollo Resources Corp, shares	18,472,093
Effects of the merger with Apollo Resources Corp, value
Number of shares issued, value	$ 1,595,750
Common Stock [Member] \| Private Offerings [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock in connection with sales made under private offerings, shares	3,009,162
Issuance of common stock in connection with sales made under private offerings, value	$ 1,582,250

SCHEDULE OF STOCK OPTIONS ACTIV

SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - $ / shares	12 Months Ended
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - $ / shares	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of Options Outstanding, Beginning Balance	1,210,000	1,905,000
Average Exercise Price, Beginning Balance	$ 0.04	$ 0.56
Average Remaining Contractual Life (Years), Outstanding	1 year 10 months 6 days	8 years 2 months 19 days	4 years 8 months 26 days
Number of Options Outstanding, Issued	376,667	420,000
Average Exercise Price, Issued	$ 0.48	$ 0.15
Average Remaining Contractual Life (Years), Issued	5 years 7 months 13 days	8 years 11 months 23 days
Number of Options Outstanding, Exercised	1,350,000	1,115,000
Average Exercise Price, Exercised	$ 0.01	$ 0.98
Number of Options Outstanding, Ending Balance	236,667	1,210,000	1,905,000
Average Exercise Price, Ending Balance	$ 0.93	$ 0.04	$ 0.56

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	11 Months Ended	12 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Nov. 30, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued		33,336,729	9,674,497	8,118,737
Common stock, shares outstanding		33,336,729	9,674,497	8,118,737
Preferred stock, shares issued		1	1	1
Preferred stock, shares outstanding		1	1	1
Common stock, shares authorized		190,000,000	190,000,000	190,000,000
Preferred stock, shaes authorized		10,000,000	10,000,000	10,000,000
Proceeds from issuance of common stock		$ 1,595,750	$ 291,600	$ 489,875
Contractual compensation shares granted		376,667	420,000
Option issued		$ 41,938	$ 115,038	$ 104,140
Illiquidity discount		75%	75%
Expected dividend yield		0%	0%	0%
Expected volatility rate		241%	268%	295%
Expected volatility rate		312%	364%	372%
Risk-free interest rate		3.88%	3.42%	1.51%
Risk-free interest rate		4.64%	4.73%	4.05%
Issuance of warrants		$ 0	$ 0	$ 0
Apollo Resources Corporation [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued			2,122,175
Common stock, shares outstanding			2,122,175
Preferred stock, shares issued			1
Preferred stock, shares outstanding			1
Common stock, shares authorized			49,999,000
Proceeds from issuance of common stock	$ 4,950			525,000
Option issued			197,805
Issuance of warrants			$ 0	$ 0
Restricted Stock Units (RSUs) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of share options granted during the period		790,168
Number of restricted share options granted time vest		516,471
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage		25%
Number of restricted stock Issued during period, value		$ 460,247
Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock price on date of grant		$ 0.74	$ 0.65	$ 0.80
Strike price		$ 0.01	$ 0.01	$ 0.01
Expected term		5 years	5 years	5 years
Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock price on date of grant		$ 1	$ 2.10	$ 1.20
Strike price		$ 1	$ 1	$ 1
Expected term		10 years	10 years	10 years
Officers and Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Contractual compensation shares granted		210,000	420,000	420,000
Officers and Directors [Member] \| Apollo Resources Corporation [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Contractual compensation shares granted			180,000
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Voting Rights		the holders of Preferred A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Preferred 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 A Preferred Stock [Member] \| Apollo Resources Corporation [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Voting Rights			the holders of Preferred A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Preferred 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.
Issued and Authorized [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized			40,000,000
Preferred stock, shaes authorized			6,148,212
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares new issues		3,009,162	827,180	1,853,626
Proceeds from issuance of common stock			$ 612,300	$ 489,875
Common Stock [Member] \| Apollo Resources Corporation [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares new issues			525,750	150,175
Proceeds from issuance of common stock			$ 3,154,500

SCHEDULE OF CONSOLIDATED STATEM

SCHEDULE OF CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Details) - USD ($)	11 Months Ended	12 Months Ended
	Nov. 30, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenue
Cost of revenue		$ 401,437
Gross profit		265,694
Operating expenses:
General and administrative		(1,054,124)	(900,493)	(553,235)
Stock based compensation		(849,513)	(115,038)	(104,140)
Total operating expenses		(1,903,637)	(1,015,531)	(657,375)
Loss from operations		(1,637,943)	(1,015,531)	(657,375)
Other expense (income):
Other expense (income)		(24,577)	(55,384)
Finance results		(31,716)	(930)
Loss before provision for income taxes		(1,694,236)	(1,071,845)	(657,375)
Provision for income taxes		18,887
Net loss		1,713,123	1,071,845	657,375
Comprehensive loss:
Net loss		1,713,123	1,071,845	657,375
Foreign curreny translation adjustment		(63,575)	(35,489)	(6,950)
Comprehensive loss		$ (1,776,698)	(1,107,334)	(664,325)
Apollo Resources Corporation [Member]
Revenue
Cost of revenue
Gross profit
Operating expenses:
General and administrative	(661,493)		(781,649)	(712,699)
Stock based compensation	(938,808)		(197,805)	(331,858)
Total operating expenses	(1,600,301)		(979,454)	(1,044,557)
Loss from operations	(1,600,301)		(979,454)	(1,044,557)
Other expense (income):
Other expense (income)	110,459		(51,120)	(158,916)
Finance results	110,459
Loss before provision for income taxes	(1,489,842)		(1,030,574)	(1,203,473)
Provision for income taxes
Net loss	1,489,842		1,030,574	1,203,473
Comprehensive loss:
Net loss	1,489,842		1,030,574	1,203,473
Foreign curreny translation adjustment	333,939		$ (210,420)	$ (309,105)
Comprehensive loss	$ 1,823,781

SCHEDULE OF CONSOLIDATED STAT_2

SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOWS (Details) - USD ($)	11 Months Ended	12 Months Ended
	Nov. 30, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities of continuing operations:
Net loss		$ (1,713,123)	$ (1,071,845)	$ (657,375)
Adjustments to reconcile net loss to cash used in operating activities:
Stock based compensation and services		849,513	115,038	104,140
Changes in operating assets and liabilities:
Accounts payable		305,214	41,141	6,165
Accounts receivable and other assets		(80,815)	(3,566)
Net cash used in operating activities		(846,948)	(862,696)	(534,073)
Cash flows from investing activities:
Acquisition of capital assets		(156,575)		(10,525)
Net cash used in investing activities		(153,718)		(10,525)
Cash flows from financing activities:
Net proceeds from sale of common stock		1,595,750	291,600	489,875
Net cash provided by financing activities		1,312,416	930,145	575,078
Effect of exchange rates on cash and cash equivalents		(8,347)	(74)	(5,891)
Net increase (decrease) in cash and cash equivalents		303,403	67,375	24,589
Cash and cash equivalents at beginning of period	$ 92,813	92,813	25,438	849
Cash and cash equivalents at end of period		396,216	92,813	25,438
Apollo Resources Corporation [Member]
Cash flows from operating activities of continuing operations:
Net loss	(1,489,842)		(1,030,574)	(1,203,473)
Adjustments to reconcile net loss to cash used in operating activities:
Stock based compensation and services	938,808		197,805	331,858
Gain/loss on FOREX transactions	(111,991)
Changes in operating assets and liabilities:
Accounts payable	(55,104)
Accounts receivable and other assets	1,521		(10,748)	2,465
Net cash used in operating activities	(716,607)		(1,284,144)	(1,062,567)
Cash flows from investing activities:
Related party transactions	1,156,276
Acquisition of capital assets	(444,287)		(39,488)
Net cash used in investing activities	711,989		(39,488)
Cash flows from financing activities:
Net proceeds from sale of common stock	4,950			525,000
Net cash provided by financing activities	4,950		1,324,296	922,215
Effect of exchange rates on cash and cash equivalents	(3,449)		111	1,293
Net increase (decrease) in cash and cash equivalents	(3,116)		775	(139,059)
Cash and cash equivalents at beginning of period	5,973	$ 5,973	5,198	144,257
Cash and cash equivalents at end of period	$ 2,857		$ 5,973	$ 5,198