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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

	For the quarterly period ended September 30, 2021

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

	For the transition period from ________________to ________________

Commission File Number 000-54332

LITHIUM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		98-0530295
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1031 Railroad St. Ste. 102B, Elko, Nevada		89801
(Address of principal executive offices)		(Zip Code)

(775) 410-5287

(Registrant’s telephone number, including area code)

___________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of exchange on which registered

Common Stock	LTUM	N/A

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

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

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 102,892,441 common shares issued and outstanding as of November 15, 2021

LITHIUM CORPORATION

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II - OTHER INFORMATION		29

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
SIGNATURES		31

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim financial statements for the nine month period ended September 30, 2021 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

LITHIUM Corporation
Balance Sheets

	September 30, 2021			December 31, 2020
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	1,892,426		$	191,125
Marketable securities		51,260			-
Deposits		700			700
Prepaid expenses		5,232			14,226
Total Current Assets		1,949,618			206,051

TOTAL ASSETS	$	1,949,618		$	206,051

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	26,182		$	14,816
Allowance for optioned properties		151,260			-

TOTAL CURRENT LIABILITIES		177,442			14,816

TOTAL LIABILITIES		177,442			14,816

Commitments and contingencies

STOCKHOLDERS' EQUITY
Common stock, 3,000,000,000 shares authorized, par value $0.001; 102,492,441 and 95,651,644 common shares outstanding, respectively		102,493			95,652
Additional paid in capital		6,644,724			4,322,347
Additional paid in capital - options		191,513			191,513
Additional paid in capital - warrants		369,115			369,115
Accumulated deficit		(5,535,669	)		(4,787,392	)

TOTAL STOCKHOLDERS' EQUITY		1,772,176			191,235

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,949,618		$	206,051

The accompanying notes are an integral part of these financial statements.

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LITHIUM Corporation
Statements of Operations
(unaudited)

	Three Months Ended September 30, 2021			Three Months Ended September 30, 2020			Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020

REVENUE	$	-		$	-		$	-		$	-

OPERATING EXPENSES
Professional fees		8,750			4,750			63,277			23,301
Exploration expenses		9,687			15,331			44,755			19,470
Consulting fees - related party		30,000			18,000			90,000			58,500
Consulting fees		975			-			558,443			-
Transfer agent and filing fees		5,032			5,629			21,188			14,742
Travel		5,730			522			8,903			3,660
General and administrative expenses		3,152			1,356			9,711			7,314
TOTAL OPERATING EXPENSES		63,326			45,588			796,277			126,987

LOSS FROM OPERATIONS		(63,326	)		(45,588	)		(796,277	)		(126,987	)

OTHER INCOME (EXPENSES)
Other income		7,000			-			48,000			-
TOTAL OTHER INCOME (EXPENSE)		7,000			-			48,000			-

LOSS BEFORE INCOME TAXES		(56,326	)		(45,588	)		(748,277	)		(126,987	)

PROVISION FOR INCOME TAXES		-			-			-			-

NET LOSS	$	(56,326	)	$	(45,588	)	$	(748,277	)	$	(126,987	)

NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		101,106,762			95,651,644			98,768,093			95,651,644

The accompanying notes are an integral part of these financial statements.

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LITHIUM Corparation
Statements of Stockholders' Equity

	Common Stock				Additional Paid-in		Additional Paid-in Capital -		Additional Paid-in Capital -		Accumulated			Total Stockholders'
	Shares		Amount		Capital		Warrants		Options		Deficit			Equity

Balance, December 31, 2019		95,651,644	$	95,652	$	4,322,347	$	369,115	$	191,513	$	(4,628,072	)	$	350,555

Net loss		-		-		-		-		-		(159,320	)		(159,320	)

Balance, December 31, 2020		95,651,644		95,652		4,322,347		369,115		191,513		(4,787,392	)		191,235

Shares issued for services		1,375,779		1,376		555,814		-		-		-			557,190
Shares issued for cash		5,465,018		5,465		1,766,563		-		-		-			1,772,028
Net loss		-		-		-		-		-		(748,277	)		(748,277	)

Balance, September 30, 2021 (unaudited)		102,492,441	$	102,493	$	6,644,724	$	369,115	$	191,513	$	(5,535,669	)	$	1,772,176

The accompanying notes are an integral part of these financial statements.

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LITHIUM Corporation
Statements of Cash Flows
(unaudited)

	Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$	(748,277	)	$	(126,987	)
Adjustment to reconcile net loss to net cash used in operating activities
Shares issued for services		557,190			-
Changes in assets and liabilities:
Decrease in prepaid expenses		8,994			6,525
Increase (decrease) in accounts payable and accrued liabilities		11,366			(4,008	)
Net Cash Used in Operating Activities		(170,727	)		(124,470	)

CASH FLOWS FROM INVESTING ACTIVITY:
Cash from properties		100,000			-
Net Cash Provided by Investing Activity		100,000			-

CASH FLOWS FROM FINANCING ACTIVITY:
Shares issued for cash		1,772,028			-
Net Cash Provided by Finanicng Activity		1,772,028			-

Increase (Decrease) in cash		1,701,301			(124,470	)
Cash, beginning of period		191,125			346,260
Cash, end of period	$	1,892,426		$	221,790

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

NON-CASH TRANSACTIONS:
Marketable securities received as consideration for mineral property option	$	51,260		$	-

The accompanying notes are an integral part of these financial statements.

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Lithium Corporation

Notes to the Financial Statements

September 30, 2021

(unaudited)

Note 1 - Summary of Significant Accounting Policies

Lithium Corporation (formerly Utalk Communications Inc.) (the “Company”) was incorporated on January 30, 2007 under the laws of Nevada. On September 30, 2009, Utalk Communications Inc. changed its name to Lithium Corporation.

Nevada Lithium Corporation was incorporated on March 16, 2009 under the laws of Nevada under the name Lithium Corporation. On September 10, 2009, the Company amended its articles of incorporation to change its name to Nevada Lithium Corporation. By agreement dated October 9, 2009 Nevada Lithium Corporation and Lithium Corporation amalgamated as Lithium Corporation. Lithium Corporation is engaged in the acquisition and development of certain lithium interests in the state of Nevada, and battery or Tech metals prospects in British Columbia and is currently in the exploration stage.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP" accounting). The Company has adopted a December 31 fiscal year end.

Cash and Cash Equivalents

Cash includes cash on account, demand deposits, and short-term instruments with maturities of three months or less.

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

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Income per Share

Basic income per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding during the period. The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of convertible securities is reflected in diluted earnings per share by application of the "if converted" method. In the periods in which a loss is incurred, the effect of potential issuances of shares under options and warrants would be anti-dilutive, and therefore basic and diluted losses per share are the same. The Company did not have any dilutive securities for the periods ended September 30, 2021 and 2020.

Income Taxes

The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.

Financial Instruments

The Company's financial instruments consist of cash, deposits, prepaid expenses, and accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity and capacity of prompt liquidation of such assets and liabilities, the fair value of these financial instruments approximate their carrying values, unless otherwise noted.

Mineral Properties

Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount.

Optioned Properties

Properties under the Company’s ownership which have been optioned to a third party are deemed the Company’s property until all obligations under an option agreement are met, at which point the ownership of the property transfers to the third party. All non-refundable payments received prior to all obligations under an option agreement being met are considered liabilities until such time all obligations have been met, at which time ownership of the property transfers to the third party and the Company includes option payments into its statement of operations.

Recent Accounting Pronouncements

In January 2016, the Financial Accounting Standards Board ("FASB"), issued Accounting Standards Update ("ASU") 2016-01, "Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," which amends the guidance in U.S. generally accepted accounting principles on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities.

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Note 2 – Going Concern

As reflected in the accompanying financial statements, the Company has a working capital of $1,772,176 as at September 30, 2021 (December 31, 2020: $191,235) and has used $170,727 (2020: $124,470) of cash in operations for the nine months ended September 30, 2021. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

Note 3 – Fair Value of Financial Instruments

Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

	-	Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
	-	Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
	-	Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2021 and December 31, 2020, respectively:

	Fair Value Measurements at September 30, 2021
	Level 1		Level 2		Level 3
Assets
Cash	$	1,892,426	$	-	$	-
Marketable securities		51,260
Total Assets		1,943,686		-		-
Liabilities
Total Liabilities		-		-		-
	$	1,943,686	$	-	$	-

	Fair Value Measurements at December 31, 2020
	Level 1		Level 2		Level 3
Assets
Cash	$	191,125	$	-	$	-
Total Assets		191,125		-		-
Liabilities
Total Liabilities		-		-		-
	$	191,125	$	-	$	-

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Note 4 – Marketable Securities

The Company owns marketable securities (common stock) as outlined below:

Balance, December 31, 2020	$	-
Additions		51,260

Balance, September 30, 2021	$	51,260

The Company classifies it’s marketable securities as available for sale.

During the nine months ended September 30, 2021, the Company received 200,000 common shares with a value of $51,260 related to the option of the San Emidio Property.

Note 5 - Prepaid Expenses

Prepaid expenses consisted of the following at September 30, 2021 and December 31, 2020:

	September 30, 2021		December 31, 2020
Professional fees	$	-	$	-
Transfer agent fees		5,232		14,226
Total prepaid expenses	$	5,232	$	14,226

Note 6 - Capital Stock

The Company is authorized to issue 3,000,000,000 shares of it $0.001 par value common stock. On September 30, 2009, the Company effected a 60-for-1 forward stock split of its $0.001 par value common stock.

All share and per share amounts have been retroactively restated to reflect the splits discussed above.

Common Stock

On January 25, 2021, we issued 380,952 common shares for an aggregate purchase price of $150,000 and issued 1,375,779 common shares with a fair value of $557,190 as part of a purchase agreement.

On April 13, 2021, we issued 357,995 common shares for an aggregate purchase price of $150,000.

On April 20, 2021, we issued 200,000 common shares for an aggregate purchase price of $72,600.

On April 21, 2021, we issued 200,000 common shares for an aggregate purchase price of $68,800.

On May 18, 2021, we issued 200,000 common shares for an aggregate purchase price of $63,200.

On May 25, 2021, we issued 200,000 common shares for an aggregate purchase price of $64,000.

On June 2, 2021, we issued 200,000 common shares for an aggregate purchase price of $61,800.

On June 10, 2021, we issued 200,000 common shares for an aggregate purchase price of $56,200.

On June 14, 2021, we issued 200,000 common shares for an aggregate purchase price of $56,800.

On June 21, 2021, we issued 200,000 common shares for an aggregate purchase price of $56,800.

On June 28, 2021, we issued 200,000 common shares for an aggregate purchase price of $57,600.

On July 1, 2021, we issued 200,000 common shares for an aggregate purchase price of $61,200.

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On July 7, 2021, we issued 200,000 common shares for an aggregate purchase price of $61,600.

On July 8, 2021, we issued 126,071 common shares for an aggregate purchase price of $50,428.

On July 15, 2021, we issued 200,000 common shares for an aggregate purchase price of $67,200.

On July 20, 2021, we issued 200,000 common shares for an aggregate purchase price of $61,400.

On July 30, 2021, we issued 200,000 common shares for an aggregate purchase price of $60,800.

On August 5, 2021, we issued 200,000 common shares for an aggregate purchase price of $60,800.

On August 11, 2021, we issued 200,000 common shares for an aggregate purchase price of $60,800.

On August 18, 2021, we issued 200,000 common shares for an aggregate purchase price of $61,400.

On August 27, 2021, we issued 200,000 common shares for an aggregate purchase price of $62,400.

On September 3, 2021, we issued 200,000 common shares for an aggregate purchase price of $62,800.

On September 8, 2021, we issued 200,000 common shares for an aggregate purchase price of $62,800.

On September 14, 2021, we issued 200,000 common shares for an aggregate purchase price of $61,400.

On September 21, 2021, we issued 200,000 common shares for an aggregate purchase price of $59,600.

On September 28, 2021, we issued 200,000 common shares for an aggregate purchase price of $59,600.

Note 7 – Mineral Properties

Fish Lake Valley

On April 29, 2021 we signed a Letter Of Intent (LOI) with Altura Mining Limited an Australian Lithium explorer and developer, whereby the Altura can earn a 60% interest in the Fish Lake Valley property by paying the Company $675,000, issuing the equivalent of $500,000 worth of Altura stock, and expending $2,000,000 of exploration work in the next four years. To date Altura has paid the initial $50,000 due at the signing of the LOI, and the parties had until July 31, 2021 to enter into a formal agreement, however Lithium Corporation agreed to extend the due diligence period until August 31, 2021.

San Emidio

On September 16^th 2021 Lithium Corporation signed an agreement with Surge Battery Metals whereby Surge may earn an 80% interest in the Company’s San Emidio lithium-in-brine prospect in Washoe County Nevada. Pursuant to the terms of the Agreement, the Company may exercise the Property option as follows:

Make cash payments and share issuances to the Optionor in the following manner:

	·	US$50,000 on signing the Agreement and issue 200,000 common shares on the Closing Date (received); and
	·	US$70,000 and US$30,000 in common shares on or before the first anniversary of the Effective Date; and
	·	US$70,000 and US$30,000 in common shares on or before the second anniversary of the Effective Date; and
	·	US$70,000 and US$50,000 in common shares on or before third anniversary of the Effective Date; and
	·	US$70,000 and US$70,000 in common shares on or before the fourth anniversary of the Effective Date; and
	·	US$70,000 and US$90,000 in common shares on or before the fifth anniversary of the Effective Date.

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Incur a minimum in Expenditures for exploration and development work on the Property of US$1,000,000 as follows:

	·	US$100,000 of Expenditures to be incurred, or caused to be incurred, by the Optionee on the Property on or before the first anniversary of the Effective Date; and
	·	a cumulative total of US$250,000 of Expenditures to be incurred, or caused to be incurred, by the Optionee on the Property on or before the second anniversary of the Effective Date; and
	·	a cumulative total of US$450,000 of Expenditures to be incurred, or caused to be incurred, by the Optionee on the Property on or before the third anniversary of the Effective Date; and
	·	a cumulative total of US$700,000 of Expenditures to be incurred, or caused to be incurred, by the Optionee on the Property on or before the fourth anniversary of the Effective Date; and
	·	a cumulative total of US$1,000,000 of Expenditures to be incurred, or caused to be incurred, by the Optionee on the Property on or before the fifth anniversary of the Effective Date.

Once all conditions are met the Optionee will be deemed to have earned an undivided 80% interest in the property, and a Joint Venture will before. Should either party not contribute once the JV commences their interest will be diluted until such point that should they eventually own less than 10% their interest will revert to a 2.5% Net Smelter Revenue.

Note 8 – Allowance for Optioned Properties

Fish Lake Valley

As of September 30, 2021, the Company has received $50,000 in relation to the letter of intent. The Company recorded $50,000 as a liability against the property until either the purchaser returns the property to the Company or the purchaser has met all the obligations associated with the agreement, at which time the liability will be charged to the statement of operations.

The Letter of Intent was signed with a purchaser that has a common director as the Company.

San Emidio

On September 16, 2021, the Company entered into a Letter of Intent with respect to the San Emidio Property whereby the optionor will pay $50,000 on signing (received) and issue 200,000 common shares within 5 days of closing. See Note 8.

As of September 30, 2021, the Company has received $50,000 and 200,000 common shares in relation to the letter of intent. The Company recorded $101,260 as a liability against the property until either the purchaser returns the property to the Company or the purchaser has met all the obligations associated with the agreement, at which time the liability will be charged to the statement of operations.

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Note 9 – Related Party Transactions

The Company paid consulting fees totaling $30,000 and $90,000 to related parties for the three and nine months ended September 30, 2021, respectively (2020: $18,000 and $58,500).

During the three and nine months ended September 30, 2021, the company received $7,000 and $48,000 in distributions from Summa, LLC, a Limited Liability Corporation with shared management as the Company. The Company holds a 25% investment in Summa LLC. The investment was written off in 2016 as there was significant doubt about the fair value of the investment in the period.

During the nine months ended September 30, 2021, the Company has received $50,000 in relation to the letter of intent signed in relation to the Fish Lake property. See Note 6.

Note 10 – Commitments and Contingencies

On July 1, 2021, the Company signed a rental agreement for office and storage space. The rental agreement is on a month-to-month basis for a monthly fee of $500 with no escalating payments and, as such, does not fall under ASC 842.

Note 11 – Subsequent Events

The Company has analyzed its operations subsequent to September 30, 2021 through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose other than those below.

Subsequent to September 30, 2021, the Company issued 400,000 common shares for proceeds of $115,200.

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

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.