|
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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 |
Or
☐ |
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
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LITHIUM
CORPORATION
FORM
10-Q
TABLE
OF CONTENTS
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3 |
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3 |
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Management’s
Discussion and Analysis of Financial Condition and Results of Operations |
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14 |
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28 |
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28 |
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29 |
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29 |
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29 |
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29 |
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29 |
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29 |
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29 |
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30 |
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31 |
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2 |
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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 |
||||||||
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September 30, 2021 |
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December 31, 2020 |
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||
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(unaudited) |
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ASSETS |
||||||||
CURRENT
ASSETS |
|
|
|
|
|
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||
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 |
|
|
|
|
|
|
|
|
|
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TOTAL ASSETS |
|
$ |
1,949,618 |
|
|
$ |
206,051 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||
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LIABILITIES |
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CURRENT LIABILITIES |
|
|
|
|
|
|
|
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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 |
|
|
|
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|
|
|
|
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Commitments and contingencies |
|
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STOCKHOLDERS' EQUITY |
|
|
|
|
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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.
|
3 |
|
LITHIUM
Corporation |
||||||||||||||||
Statements of
Operations |
||||||||||||||||
(unaudited) |
||||||||||||||||
|
||||||||||||||||
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Three Months Ended 2021 |
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Three Months Ended 2020 |
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Nine Months Ended 2021 |
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Nine Months Ended 2020 |
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REVENUE |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
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|
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OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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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 |
|
|
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|
|
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|
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LOSS FROM OPERATIONS |
|
|
(63,326 |
) |
|
|
(45,588 |
) |
|
|
(796,277 |
) |
|
|
(126,987 |
) |
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OTHER INCOME (EXPENSES) |
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Other income |
|
|
7,000 |
|
|
|
- |
|
|
|
48,000 |
|
|
|
- |
|
TOTAL OTHER INCOME (EXPENSE) |
|
|
7,000 |
|
|
|
- |
|
|
|
48,000 |
|
|
|
- |
|
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LOSS BEFORE INCOME TAXES |
|
|
(56,326 |
) |
|
|
(45,588 |
) |
|
|
(748,277 |
) |
|
|
(126,987 |
) |
|
|
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|
|
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PROVISION FOR INCOME TAXES |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
NET LOSS |
|
$ |
(56,326 |
) |
|
$ |
(45,588 |
) |
|
$ |
(748,277 |
) |
|
$ |
(126,987 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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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.
|
4 |
|
LITHIUM
Corparation |
||||||||||||||||||||||||||||
Statements of
Stockholders' Equity |
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Common Stock |
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Additional Paid-in |
|
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Additional Paid-in Capital - |
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Additional Paid-in Capital - |
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Accumulated |
|
|
Total Stockholders' |
|
||||||||||
|
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Shares |
|
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Amount |
|
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Capital |
|
|
Warrants |
|
|
Options |
|
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Deficit |
|
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Equity |
|
|||||||
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|||||||
Balance, December 31, 2019 |
|
|
95,651,644 |
|
|
$ |
95,652 |
|
|
$ |
4,322,347 |
|
|
$ |
369,115 |
|
|
$ |
191,513 |
|
|
$ |
(4,628,072 |
) |
|
$ |
350,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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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.
|
5 |
|
LITHIUM
Corporation |
||||||||
Statements of
Cash Flows |
||||||||
(unaudited) |
||||||||
|
|
|
|
|
|
|
||
|
|
Nine Months Ended 2021 |
|
|
Nine Months Ended 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.
|
6 |
|
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.
|
7 |
|
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.
|
8 |
|
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 |
|
|
$ |
- |
|
|
$ |
- |
|
|
9 |
|
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.
|
10 |
|
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 16th 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. |
|
11 |
|
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
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. On September 16th 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.
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.
|
12 |
|
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 $115,200.
|
13 |
|
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
FORWARD
LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as
“may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”,
“predicts”, “potential” or “continue” or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors that may cause our or our
industry’s actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking
statements. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
Our unaudited financial statements are stated in United States
Dollars (US$) 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.