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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 March 31, 2022

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. 105,692,441 common shares issued and outstanding as of May 16, 2022

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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Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim financial statements for the three month period ended March 31, 2022 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

ASSETS
	March 31, 2022			December 31, 2021
CURRENT ASSETS
Cash	$	2,490,294		$	2,243,121
Marketable securities		739,081			393,481
Deposits		700			700
Prepaid expenses		23,376			21,804
Total  Current Assets		3,253,451			2,659,106
OTHER ASSETS
Equipment, net of accumulated depreciation		33,817			-
TOTAL ASSETS	$	3,287,268		$	2,659,106
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	2,503		$	18,705
Accounts payable and accrued liabilities - related party		17,740			2,251
Allowance for optioned properties		1,580,970			1,580,970
TOTAL CURRENT LIABILITIES		1,601,213			1,601,926
TOTAL LIABILITIES		1,601,213			1,601,926
Commitments and contingencies
STOCKHOLDERS' EQUITY
Common stock, 3,000,000,000 shares authorized, par value $0.001; 105,092,441 and 103,492,441 common shares outstanding, respectively		105,093			103,493
Additional paid in capital		7,258,124			6,925,724
Additional paid in capital - options		191,513			191,513
Additional paid in capital - warrants		369,115			369,115
Accumulated deficit		(6,237,790	)		(6,532,665	)
TOTAL STOCKHOLDERS' EQUITY		1,686,055			1,057,180
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,287,268		$	2,659,106

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

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Table of Contents

LITHIUM Corporation

Statements of Operations

	Three Months Ended March 31, 2022			Three Months Ended March 31, 2021
REVENUE	$	-		$	-
OPERATING EXPENSES
Professional fees		9,882			36,109
Depreciation		1,833			-
Exploration expenses - related party		6,219			26,632
Exploration expenses		8,866			-
Consulting fees - related party		45,000			30,000
Consulting fees		5,250			573,055
Transfer agent and filing fees		6,593			7,781
Travel		3,133			42
General and administrative expenses		3,949			2,316
TOTAL OPERATING EXPENSES		90,725			675,935
LOSS FROM OPERATIONS		(90,725	)		(675,935	)
OTHER INCOME (EXPENSES)
Change in fair value of marketable securities		345,600			-
Other income		40,000			15,000
TOTAL OTHER INCOME (EXPENSE)		385,600			15,000
LOSS BEFORE INCOME TAXES		294,875			(660,935	)
PROVISION FOR INCOME TAXES		-			-
NET INCOME (LOSS)	$	294,875		$	(660,935	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	0.00		$	(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		104,110,219			96,764,240

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

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LITHIUM Corporation

Statements of Stockholders' Equity

							Additional		Additional
					Additional		Paid-in		Paid-in					Total
	Common Stock				Paid-in		Capital -		Capital -		Accumulated			Stockholders'
	Shares		Amount		Capital		Warrants		Options		Deficit			Equity
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		6,465,018		6,465		2,047,563		-		-		-			2,054,028
Net loss		-		-		-		-		-		(1,745,273	)		(1,745,273	)
Balance, December 31, 2021		103,492,441		103,493		6,925,724		369,115		191,513		(6,532,665	)		1,057,180
Shares issued for cash		1,600,000		1,600		332,400		-		-		-			334,000
Net income		-		-		-		-		-		294,875			294,875
Balance, March 31, 2022		105,092,441	$	105,093	$	7,258,124	$	369,115	$	191,513	$	(6,237,790	)	$	1,686,055

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

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LITHIUM Corporation

Statements of Cash Flows

	Three Months Ended March 31, 2022			Three Months Ended March 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) for the period	$	294,875		$	(660,935	)
Adjustment to reconcile net income (loss) to net cash used in operating activities
Shares issued for services		-			557,190
Change in fair value of marketable securities		(345,600	)		-
Depreciation		1,833			-
Changes in assets and liabilities:
(Increase) Decrease in prepaid expenses		(1,572	)		1,429
Increase (decrease) in accounts payable and accrued liabilities		(713	)		15,410
Net Cash Used in Operating Activities		(51,177	)		(86,906	)
CASH FLOWS FROM INVESTING ACTIVITY:
Purchase of equipment		(35,650	)		-
Net Cash Used in Investing Activity		(35,650	)		-
CASH FLOWS FROM FINANCING ACTIVITY:
Shares issued for cash		334,000			150,000
Net Cash Provided by Financing Activity		334,000			150,000
Increase (Decrease) in cash		247,173			63,094
Cash, beginning of period		2,243,121			191,125
Cash, end of period	$	2,490,294		$	254,219
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

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

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Lithium Corporation

Notes to the Financial Statements

March 31, 2022

(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.

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.

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.

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 March 31, 2022 and 2021.

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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.

Equipment

Equipment is stated at cost, less accumulated depreciation and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  

Depreciation of equipment is provided utilizing the straight-line method over the estimated useful lives, being 5 years of the respective assets. Expenditures for maintenance and repairs are charged to expense as incurred.

Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its financial position or results of operations upon adoption.

Note 2 – Going Concern

As reflected in the accompanying financial statements, the Company has a working capital of $1,652,238 as at March 31, 2022 (December 31, 2021: $1,057,180) and has used $51,177 (2021: $86,906) of cash in operations for the three months ended March 31, 2022. 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.

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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 March 31, 2022 and December 31, 2021, respectively:

	Fair Value Measurements at March 31, 2022
	Level 1		Level 2		Level 3
Assets
Cash	$	2,490,294	$	-	$	-
Marketable securities		739,081		-		-
Total Assets		3,229,375		-		-
Liabilities		-		-		-
Total Liabilities	$	3,229,375	$	-	$	-

	Fair Value Measurements at December 31, 2021
	Level 1		Level 2		Level 3
Assets
Cash	$	2,243,121	$	-	$	-
Marketable securities		393,481				-
Total Assets		2,636,602		-		-
Liabilities		-		-		-
Total Liabilities	$	2,636,602	$	-	$	-

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Note 4 – Marketable Securities

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

Balance, December 31, 2021	$	393,481
Additions		-
Fair value adjustment		345,600
Balance, March 31, 2022	$	739,081