Form 10-Q/A - Quarterly report [Sections 13 or 15(d)]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(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, 2024

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

For the transition period from ____________ to ____________

Commission File Number 001-41552

ATLAS LITHIUM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		39-2078861
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

Rua Antonio de Albuquerque, 156 – 17th Floor

Belo Horizonte, Minas Gerais, Brazil, 30.112-010

(Address of principal executive offices, including zip code)

Rua Buenos Aires, 10 – 14th Floor

Belo Horizonte, Minas Gerais, Brazil, 30.315-570

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

(833) 661-7900

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		ATLX		The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the issuer (1) 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 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 and post 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 Act). Yes ☐ No ☒

As of May 14, 2024, there were outstanding 14,802,025 shares of the registrant’s common stock.

DOCUMENTS INCORPORATED BY REFERENCE: None.

EXPLANATORY NOTE

Atlas Lithium Corporation (“Atlas Lithium”, the “Company”, “we”, “us”, or “our” refer to Atlas Lithium Corporation and its consolidated subsidiaries) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q for the period ended March 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2024 (the “Original Form 10-Q”) to restate our condensed consolidated financial statements, including the notes thereto, for the three months ended March 31, 2024 and to make certain other changes as described herein. Pipara & Co LLP (“Pipara”) was engaged by our Audit Committee of Board of Directors (the “Audit Committee”) to be our independent registered public accounting firm as a result of the SEC’s order on May 3, 2024 suspending our prior independent registered public accounting firm, BF Borgers CPA PC (“Borgers”), from appearing and practicing as an accountant before the SEC. The Audit Committee engaged Pipara to re-audit our financial statements for the two fiscal years ended December 31, 2023 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). In connection with Pipara’s audit, we identified certain accounting errors relating to the presentation, timing, omission and classification of a number of items in the 2023 Annual Report that also impact our condensed consolidated financial statements for the quarter ended March 31, 2024 as presented in the Original 10-Q (the “Previously Issued Financial Statements”). Following discussions with our management and Pipara, the Audit Committee determined that our Previously Issued Financial Statements will be restated to make the required corrections, necessary to comply with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) as further described below.

The restated condensed consolidated financial statements for the quarter ended March 31, 2024 (the “Restated Financial Statements”), including the notes thereto, update and revise certain items in the Original Form 10-Q, including: (i) reclassification of mining rights as tangible assets rather than intangible assets, (ii) correction of errors in the treatment of certain right of use lease assets, (iii) correction of errors relating to the timing of recording executive bonuses, (iv) reclassification of a tax refinancing liability, (v) correction of errors in the recording of Deferred other income, (vi) derecognition of certain erroneous currency translation adjustments, (vii) re-assessing our interest in the net assets of certain of our non-wholly owned subsidiaries, and (viii) correcting the weighted-average number of common shares outstanding as of March 31, 2024 and the corresponding net loss per share attributable to Atlas Lithium Corporation common stockholders.

This Amendment also changes the Original Form 10-Q to (i) update the address of our principal executive offices; and (ii) amend Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation, to reflect the restated numbers derived from the Restated Financial Statements and corresponding descriptions of our accounting policies.

For additional details of each line change, please refer to the section named “Restatement of Previously Issued Condensed Consolidated Balance Sheets as of March 31, 2024 and Condensed Consolidated Statements of Operations and Comprehensive loss for the three months ended March 31, 2024” in Note 1 – Organization, Business and Summary of Significant Accounting Policies.

We have concluded that in light of the errors described above, a material weakness exists in our internal control over financial reporting and that our disclosure controls and procedures were not effective as of March 31, 2024. For a discussion of our consideration of our disclosure controls and procedures, see Part I, Item 4, “Controls and Procedures” of this Amendment.

Except as described above, no other portion of the Original Form 10-Q is being amended and this Amendment does not reflect any events occurring after the filing of the Form 10-Q.

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		Page
Cautionary Note Regarding Forward-Looking Statements

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1

	Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	F-1

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	F-2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	F-3

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	F-4

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	F-5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17

Item 4.	Controls and Procedures.	17

PART II - OTHER INFORMATION		18

Item 1.	LEGAL PROCEEDINGS	18

Item 1A.	RISK FACTORS	18

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	18

Item 3.	DEFAULTS UPON SENIOR SECURITIES	18

Item 4.	MINE SAFETY DISCLOSURES	18

Item 5.	OTHER INFORMATION	18

Item 6.	Exhibits	19

Signatures		20

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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report are forward-looking statements, including without limitation, statements regarding current expectations, as of the date of this Quarterly Report, our future results of operations and financial position, our ability to effectively process our minerals and achieve commercial grade at scale; risks and hazards inherent in the mining business (including risks inherent in exploring, developing, constructing and operating mining projects, environmental hazards, industrial accidents, weather or geologically related conditions); uncertainty about our ability to obtain required capital to execute our business plan; our ability to hire and retain required personnel; changes in the market prices of lithium and lithium products and demand for such products; the uncertainties inherent in exploratory, developmental and production activities, including risks relating to permitting, zoning and regulatory delays related to our projects; uncertainties inherent in the estimation of lithium resources. These statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to differ materially from any future results, performance or achievement expressed or implied by these forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”, or “continue” or the negative of these terms or other similar expressions Factors that could cause future results to materially differ from the recent results or those projected in forward-looking statements include, but are not limited to: unprofitable efforts resulting not only from the failure to discover mineral deposits, but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production; market fluctuations; government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection; competition; the loss of services of key personnel; unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of infrastructure as well as general economic conditions.

The forward-looking statements in this Quarterly Report are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the factors described under the sections in this Quarterly Report titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other of our filings made with the SEC.

You should read this Quarterly Report and the documents that we reference in this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

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PART I - FINANCIAL INFORMATION

Item 1 FINANCIAL STATEMENTS

ATLAS LITHIUM CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

March 31, 2024 and December 31, 2023

	March 31,			December 31,
	2024			2023
	As restated			As restated
ASSETS
Current assets:
Cash and cash equivalents	$	17,529,465		$	29,549,927
Inventories		21,889			-
Taxes recoverable		10,999			50,824
Prepaid and other current assets		144,674			113,905
Total current assets		17,707,027			29,714,656
Property and equipment, net		19,333,461			13,477,602
Intangible assets, net		245,453			45,777
Right of use assets - operating leases, net		303,722			335,634
Total assets	$	37,589,663		$	43,573,669

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	4,918,010		$	4,668,857
Derivative liabilities		1,320,743			1,000,060
Convertible Debt		231,048			67,024
Other current liabilities		54,882			41,596
Operating lease liabilities		137,516			127,482
Total current liabilities		6,662,199			5,905,019
Convertible Debt		9,729,603			9,703,700
Operating lease liabilities		209,296			231,278
Deferred other income		20,000,000			20,000,000
Other noncurrent liabilities		27,306			58,579
Total liabilities		36,628,404			35,898,576

Stockholders’ Equity:
Series A preferred stock, $0.001 par value. 1 shares authorized; 1 share issued and outstanding as of March 31, 2024 and December 31, 2023		1			1
Preferred stock, value		-			-
Common stock, $0.001 par value. 200,000,000 shares authorized as of March 31, 2024 and December 31, 2023, and 12,769,581 and 12,763,581 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		12,770			12,764
Additional paid-in capital		116,403,497			110,195,978
Accumulated other comprehensive loss		(68,803	)		(138,829	)
Accumulated deficit		(115,785,590	)		(102,822,123	)
Total Atlas Lithium Co. stockholders’ equity		561,875			7,247,791
Non-controlling interest		399,384			427,302
Total stockholders’ equity		961,259			7,675,093
Total liabilities and stockholders’ equity	$	37,589,663		$	43,573,669

The accompanying notes are an integral part of the consolidated financial statements.

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ATLAS LITHIUM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

For the Three Months Ended March 31, 2024 and 2023


	Three months ending March 31
	2024			2023

Revenue		186,707			-
Cost of revenue		102,067			-
Gross profit		84,640			-
Operating expenses
General and administrative expenses		3,251,754			2,321,698
Stock-based compensation		6,840,122			1,128,845
Exploration		3,170,983			1,028,825
Other operating expenses		3,601			-
Total operating expenses		13,266,460			4,479,368
Loss from operations		(13,181,820	)		(4,479,368	)
Other expense (income)
Other expense (income)		2,982			(14,015	)
Fair value adjustments, net		(187,489	)		-
Finance costs (income)		186,883			-
Total other expense (income)		2,376			(14,015	)
Loss before provision for income taxes		(13,184,196	)		(4,465,353	)
Provision for income taxes		-
Net loss		(13,184,196	)		(4,465,353	)
Loss attributable to non-controlling interest		(220,729	)		(499,415	)
Net loss attributable to Atlas Lithium Corporation stockholders	$	(12,963,467	)	$	(3,965,938	)

Basic and diluted loss per share
Net loss per share attributable to Atlas Lithium Corporation common stockholders	$	(1.02	)	$	(0.60	)

Weighted-average number of common shares outstanding:
Basic and diluted		12,769,383			6,635,325

Comprehensive loss:
Net loss	$	(13,184,196	)	$	(4,465,353	)
Foreign currency translation adjustment		70,026			66,305
Comprehensive loss		(13,114,169	)		(4,399,048	)
Comprehensive loss attributable to noncontrolling interests		(27,918	)		(498,926	)
Comprehensive loss attributable to Atlas Lithium Corporation stockholders	$	(13,086,251	)	$	(3,900,122	)

The accompanying notes are an integral part of the consolidated financial statements.

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ATLAS LITHIUM CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Three Months Ended March 31, 2024 and 2023


	Series A Preferred Stock				Series D Preferred Stock				Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Noncontrolling			Total Stockholders’
	Shares		Value		Shares		Value		Shares		Value		Capital		Loss			Deficit			Interests			Equity

Balance, December 31, 2022 – As restated		1	$	1		214,006	$	214		5,110,014	$	5,111	$	62,063,367	$	(6,636	)	$	(60,391,694	)	$	(212,239	)	$	1,458,124

Issuance of common stock in connection with sales made under private offerings		-		-		-		-		1,550,808		1,551		9,754,796		-			-			-			9,756,348
Issuance of common stock in connection with purchase of mining rights		-		-		-		-		77,240		77		749,923		-			-			-			750,000
Stock based compensation		-		-		-		-		-		-		936,833		-			-						936,833
Change in foreign currency translation		-		-		-		-		-		-		-		65,816			-			489			66,306
Net loss		-		-		-		-		-		-		-		-			(3,965,938	)		(499,415	)		(4,465,353	)

Balance, March 31, 2023		1	$	1		214,006	$	214		6,738,062	$	6,740	$	73,504,919	$	59,180		$	(64,357,632	)	$	(711,165	)	$	8,502,258

	Series A Preferred Stock				Series D Preferred Stock				Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Noncontrolling			Total Stockholders’
	Shares		Value		Shares		Value		Shares		Value		Capital		Loss			Deficit			Interests			Equity

Balance, December 31, 2023 As restated		1	$	1		-	$	-		12,763,581	$	12,764	$	110,195,978	$	(138,829	)	$	(102,822,123	)	$	427,302		$	7,675,093
Balance		1	$	1		-	$	-		12,763,581	$	12,764	$	110,195,978	$	(138,829	)	$	(102,822,123	)	$	427,302		$	7,675,093

Issuance of common stock in exchange for consulting, professional and other services		-		-		-		-		6,000		6		105,091		-			-			-			105,097
Stock based compensation		-		-		-		-		-		-		6,102,428		-			-			124,505			6,226,933
Change in foreign currency translation		-		-		-		-		-		-		-		70,026			-			68,305			138,331
Net loss		-		-		-		-		-		-		-		-			(12,963,467	)		(220,729	)		(13,184,196	)

Balance, March 31, 2024 As restated		1	$	1		-	$	-		12,769,581	$	12,770	$	116,403,497	$	(68,803	)	$	(115,785,590	)	$	399,384		$	961,259
Balance		1	$	1		-	$	-		12,769,581	$	12,770	$	116,403,497	$	(68,803	)	$	(115,785,590	)	$	399,384		$	961,259

The accompanying notes are an integral part of the consolidated financial statements.

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ATLAS LITHIUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the Three Months Ended March 31, 2024 and 2023


	Three months ending March 31
	2024			2023
	As restated
Cash flows from operating activities of continuing operations:
Net loss	$	(13,184,196	)		(4,465,353	)
Adjustments to reconcile net loss to cash used in operating activities:
Stock based compensation and services		6,840,202			1,128,845
Depreciation and amortization		31,912			4,015
Interest expense		202,691			-
Fair value adjustments		(187,489	)		-
Other non-cash expenses		-			14,015
Changes in operating assets and liabilities:
Accounts receivable		-			(3	)
Inventories		(21,889	)		-
Taxes recoverable		39,825			(538	)
Deposits and advances		(30,769	)		(2,736	)
Accounts payable and accrued expenses		237,726			(338,993	)
Other noncurrent liabilities		(31,277	)		(2,679	)
Net cash provided (used) by operating activities		(6,103,264	)		(3,663,428	)

Cash flows from investing activities:
Acquisition of capital assets		(5,855,859	)		(1,275,972	)
Increase in intangible assets		(199,676	)		-
Net cash used in investing activities		(6,055,535	)		(1,275,972	)

Cash flows from financing activities:
Net proceeds from sale of common stock		-			9,489,335
Proceeds from sale of subsidiary common stock to noncontrolling interests		-			75,000
Net cash provided by financing activities		-			9,564,335

Effect of exchange rates on cash and cash equivalents		138,337			82,290
Net increase (decrease) in cash and cash equivalents		(12,020,462	)		4,707,226
Cash and cash equivalents at beginning of period		29,549,927			280,525
Cash and cash equivalents at end of period	$	17,529,465		$	4,987,751

The accompanying notes are an integral part of the consolidated financial statements.

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business

Atlas Lithium Corporation (together with its subsidiaries “Atlas Lithium.” the “Company”, “the Registrant”, “we”, “us”, or “our”) was incorporated under the laws of the State of Nevada, on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration in Brazil.

Basis of Presentation and Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are expressed in United States dollars. For the period ended March 31, 2024, the consolidated financial statements include the accounts of the Company; its 99.9% owned subsidiary, Atlas Litio Brasil Ltda. (“Atlas Brasil”); its 58.71% equity interest in Apollo Resources Corporation (“Apollo Resources”) and its subsidiaries Mineração Apollo, Ltda., Mineração Duas Barras Ltda. (“MDB”) and RST Recursos Minerais Ltda. (“RST”); and its 27.42% equity interest in Jupiter Gold Corporation (“Jupiter Gold”), which includes the accounts of Jupiter Gold’s subsidiary, Mineração Jupiter Ltda. The Company has concluded that Apollo Resources, Jupiter Gold and their subsidiaries are variable interest entities (“VIE”) in accordance with applicable accounting standards and guidance. As such, the accounts and results of Apollo Resources, Jupiter Gold and their subsidiaries have been included in the Company’s consolidated financial statements.

All material intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

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

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.

Restatement of Previously Issued Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 and Condensed Consolidated Statements of Operations and Comprehensive loss for the three months ended March 31, 2024

Subsequent to the issuance of our Original Form 10-Q, management became aware of adjustments to be recorded to our condensed consolidated financial statements as of March 31, 2024 and December 31, 2023. Accordingly, our condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023 have been restated as further described below.

The following is a summarized description of the areas in which the errors were identified and for which we made correcting disclosures, reclassification and adjustments to our condensed consolidated financial statements.

(1) Reclassification of mining rights from Intangible assets to Property and equipment in accordance with ASC 930-805, which provides that mining rights should be classified as tangible assets. The Company also reassessed the amounts comprising consolidated Property and equipment and excluded amounts owned by two entities controlled by the same controlling shareholder of the Company from the consolidation as they do not qualify as entities controlled by the Company.

(2) Identified and corrected errors in the right of use assets - operating leases related to the extension of existing operating lease contract.

(3) Identified bonuses payable to senior executives that were incurred but not accounted for in the fiscal year ended December 31, 2024 and December 31, 2023, respectively.

(4) Reclassified Tax refinancing from Accounts payable to Other current liabilities to adequate the presentation of each nature of liability which are tax installments agreed to be paid to the government generally in 48 months.

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ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(5) Identified and corrected an amount previously considered as a commission to be paid arising from the Royalty Agreement. The Royalty Agreement was not subject to any commissions payable.

(6) Derecognition of cumulative translation adjustment of Atlas Litio. Its functional currency is US$, and impacts arising from the translation of foreign exchange transactions should not be allocated to OCI.

(7) Reassessed the Company’s interest in each subsidiary’s net assets and concluded that amounts recorded as Non-controlling interest were not reflecting non-controlling shareholders’ interests in the subsidiaries’ net assets.

The following tables present the effect of the aforementioned adjustments on our condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023 and indicate the category of the adjustments by reference to the line item descriptions set forth above:

SCHEDULE OF CONDENSED BALANCE SHEET

	As Previously Reported			Adjustments			Description of Adjustments		As Restated
CONSOLIDATED BALANCE SHEETS	March 31, 2024
	As Previously Reported			Adjustments			Description of Adjustments		As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	17,529,465		$	-				$	17,529,465
Inventories		21,889			-					21,889
Taxes recoverable		10,999			-					10,999
Prepaid and other current assets		144,674			-					144,674
Total current assets		17,707,027			-					17,707,027
Property and equipment, net		12,080,306			7,253,155			(1)		19,333,461
Intangible assets, net		7,498,608			(7,253,155	)		(1)		245,453
Right of use assets - operating leases, net		412,712			(108,990	)		(2)		303,722
Total assets		37,698,653			(108,990	)				37,589,663

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		4,750,086			167,924			(3) (4)		4,918,010
Derivative liabilities		1,320,743			-					1,320,743
Convertible Debt		231,048			-					231,048
Related party notes and other payables		-			-					-
Operating lease liabilities		125,028			12,488			(2)		137,516
Other current liabilities		-			54,882			(4)		54,882
Total current liabilities		6,426,905			235,294					6,662,199
Convertible Debt		9,729,603			-					9,729,603
Operating lease liabilities		314,429			(105,133	)		(2)		209,296
Deferred other income		18,600,000			(1,400,000	)		(5)		20,000,000
Other noncurrent liabilities		27,306			-					27,306
Total liabilities		35,098,243			(1,530,161	)				36,628,404

Stockholders’ Equity:
Common stock		12,770			-					12,771
Additional paid-in capital		117,870,041			(1,466,544	)		(5)		116,403,497
Accumulated other comprehensive loss		(1,049,745	)		980,942			(6)		(68,803	)
Accumulated deficit		(114,627,986	)		(1,157,604	)		(2)(3)(5)(6)		(115,785,590	)
Total Atlas Lithium Co. stockholders’ equity		2,205,081			(1,643,206	)				561,875
Non-controlling interest		395,329			4,055			(7)		399,384
Total stockholders’ equity		2,600,410			(1,639,151	)				961,259
Total liabilities and stockholders’ equity		37,698,653			(108,990	)				37,589,663

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Table of Contents

ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

	As Previously Reported			Adjustments			Description of Adjustments		As Restated
CONSOLIDATED BALANCE SHEETS	December 31, 2023
	As Previously Reported			Adjustments			Description of Adjustments		As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	29,549,927		$	-				$	29,549,927
Taxes recoverable		50,824			-					50,824
Prepaid and other current assets		113,905			-					113,905
Total current assets		29,714,656			-					29,714,656
Property and equipment, net		6,407,735			7,069,867			(1)		13,477,602
Intangible assets, net		7,115,644			(7,069,867	)		(1)		45,777
Right of use assets - operating leases, net		444,624			(108,990	)		(2)		335,634
Investments		-			-					-
Total assets		43,682,659			(108,990	)				43,573,669

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		4,487,647			181,210			(3)		4,668,857
Derivative liabilities		1,000,060			-					1,000,060
Convertible Debt		67,024			-					67,024
Related party notes and other payables		-			-					-
Operating lease liabilities		114,994			12,488			(2)		127,482
Other current liabilities		-			41,596			(4)		41,596
Total current liabilities		5,669,725			235,294					5,905,019
Convertible Debt		9,703,700			-					9,703,700
Operating lease liabilities		336,411			(105,133	)		(2)		231,278
Deferred other income		18,600,000			1,400,000			(5)		20,000,000
Other noncurrent liabilities		58,579			-					58,579
Total liabilities		34,368,415			1,530,161					35,898,576

Stockholders’ Equity:
Common stock		12,765			-					12,765
Additional paid-in capital		111,662,522			(1,466,544	)		(5)		110,195,978
Accumulated other comprehensive loss		(1,119,771	)		980,942			(6)		(138,829	)
Accumulated deficit		(101,664,519	)		1,157,604			(2)(3)(5)(6)		(102,822,123	)
Total Atlas Lithium Co. stockholders’ equity		8,890,997			(1,643,206	)				7,247,791
Non-controlling interest		423,247			4,055			(7)		427,302
Total stockholders’ equity		9,314,244			(1,639,151	)				7,675,093
Total liabilities and stockholders’ equity		43,682,659			(108,990	)				43,573,669

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Table of Contents

ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Additionally, the Company made the following adjustments to our condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024:

(i)

Identified and corrected errors in the calculation of the Weighted-average number of common shares outstanding previously using the simple average instead of the weighted average.

	As Previously Reported			Adjustments		Description of Adjustments	As restated

Net loss attributable to Atlas Lithium Corporation stockholders		(12,963,467	)		-			(12,963,467	)

Basic and diluted loss per share
Net loss per share attributable to Atlas Lithium Corporation common stockholders		(1.29	)		0.27	(i)		(1.02	)

Weighted-average number of common shares outstanding:
Basic and diluted		10,065,572			2,703,812	(i)		12,769,383

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

Property and Equipment – As restated

The following table sets forth the components of the Company’s property and equipment at March 31, 2024 and December 31, 2023:

SCHEDULE OF PROPERTY AND EQUIPMENT

	March 31, 2024 – As restated						December 31, 2023 – As restated
			Accumulated		Net Book				Accumulated		Net Book
	Cost		Depreciation		Value		Cost		Depreciation		Value
Capital assets subject to depreciation:
Mining Rights		7,253,155		-		7,253,155		7,069,867		-		7,069,867
Land		361,674		-		361,674		361,674		-		361,674
Prepaid Assets (CIP)		11,718,632		-		11,718,632		6,046,061		-		6,046,061
Total fixed assets	$	19,333,461	$	-	$	19,333,461	$	13,477,602	$	-	$	13,477,602

The Company previously reported it was acquiring five mineral rights totaling 1,090.88 hectares pursuant to a mineral rights purchase agreement entered into on January 19, 2023 (the “Acquisition Agreement”). After a period of preliminary assessment, the Company and the counterparty to the agreement agreed to revise the terms of the acquisition, following which the Company ultimately consummated the acquisition of only one mineral right totaling 45.77 hectares. The mineral right is located in the municipalities of Araçuaí and Itinga, in a region known as “Lithium Valley” in the state of Minas Gerais in Brazil. The Company’s obligations under the Acquisition Agreement as revised are:

	●	Payment of $400,000, which payment took place on January 19, 2023, and
	●	Issuance of $750,000 worth of restricted shares of common stock of the Company which took place on February 1, 2023;

As of March 31, 2024, there are no outstanding commitments related to this transaction.

Accounts Payable and Accrued Liabilities

	March 31, 2024		December 31, 2023
As restated	As restated
Accounts payable and other accruals	$	4,868,950	$	3,588,074
Mineral rights payable		49,060		1,080,783
Total	$	4,918,010	$	4,668,857

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Table of Contents

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

Leases

Finance Leases

For the reporting period ended March 31, 2024, no financial leases meeting the criteria outlined in ASC 842 have been identified.

Operating Leases

Right of use (“ROU”) assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The ROU and lease liabilities are primarily related to commercial offices with third parties.

The lease agreements have terms between 2 to 3 years and the liability was measured at the present value of the lease payments discounted using interest rates with a weighted average rate of 6.5% which was determined to be the Company’s incremental borrowing rate. The continuity of the lease liabilities is presented in the table below:

SCHEDULE OF OPERATING LEASE LIABILITY

Lease liabilities at December 31, 2023 – as restated	$	358,760
Additions	$	-
Interest expense	$	4,153
Lease payments	$	(24,713	)
Foreign exchange		8,612
Lease liabilities at March 31, 2024 – as restated	$	346,812

Current portion	$	137,516
Non-current portion	$	209,296

The maturity of the lease liabilities (contractual undiscounted cash flows) is presented in the table below:


Less than one year	$	151,035
Year 2	$	153,313
Year 3	$	78,926
Year 4	$	-
Total contractual undiscounted cash flows – as restated	$	383,274

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

Convertible Debt

SCHEDULE OF CONVERTIBLE DEBT

	March 31, 2024		December 31, 2023
Due to Nanyang Investment Management Pte Ltd		5,976,390		5,862,434
Due to Jaeger Investments Pty Ltd		1,992,130		1,954,145
Due to Modha Reena Bhasker		996,065		977,072
Due to Clipper Group Limited		996,065		977,072
Total convertible debt	$	9,960,651	$	9,770,724
Current portion	$	231,048	$	67,024
Non-current portion	$	9,729,603	$	9,703,700

On November 7, 2023, the Company entered into a convertible note purchase agreement (the “November 7, 2023 Convertible Note Agreement”) with Mr. Martin Rowley (“Mr. Rowley”) and other investors to raise up to $20,000,000 through the issuance of convertible promissory notes. On November 7, 2023, the Company issued $10,000,000 in convertible promissory notes under the terms of the November 7, 2023 Convertible Note Agreement, and through March 31, 2024 there were no other purchases and sales of the convertible promissory notes pursuant to the November 7, 2023 Convertible Note Agreement. The notes have the following key terms:

-	Maturity date: 36 months as from the date of issuance;
-	Principal repayment terms: due on maturity;
-	Interest rate: 6.5% per annum;
-	Interest payment terms: due semiannually in arrears until maturity, unless converted or redeemed earlier and payable at the election of the holder in cash, in shares of common stock, or in any combination thereof;
-	Conversion right: the holder retains a right to convert all or any portion of the note into shares of the Company’s Common Stock at the Conversion Price up until the maturity date; and
-	Conversion Price: US$28.225/share
-	Redemption right: the Company shall vest a right to redeem the convertible notes if and when (i) twelve months have passed since the loan origination and (ii) the volume weighted average price exceeded 125% of the conversion price for 5 trading days within a 20 day trading period. However, if the Company notifies the holder of its election to redeem the convertible note, the holder may then convert immediately at the conversion price.

In the three months ended March 31, 2024, the Company recorded $164,024 in interest expense and $25,903 in accretion expense in the consolidated statement of operations and comprehensive loss ($nil and $nil, for the three months ended March 31, 2023).

Derivative Liabilities

SCHEDULE OF DERIVATIVE LIABILITIES

	March 31, 2024		December 31, 2023
Derivative liability – conversion feature on the convertible debt		298,815		486,303
Derivative liability – other stock incentives		1,021,928		513,757
Total derivative liabilities	$	1,320,743	$	1,000,060

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

a) Derivative liability – embedded conversion feature on convertible debt

On November 7, 2023, the Company issued convertible promissory notes to Mr. Rowley and other investors. In accordance with FASB ASC 815, the conversion feature of the convertible debt was determined to be an embedded derivative. As such, it was bifurcated from the host debt liability and was recognized as a derivative liability in the consolidated statement of financial position. The derivative liability is measured at fair value through profit or loss.

At December 31, 2023, the fair value of the embedded conversion feature was determined to be $486,304 using a Black-Scholes collar option pricing model with the following assumptions:

	Value cap			Value floor
	December 31, 2023			December 31, 2023
Measurement date
Number of options		354,297			354,297
Stock price at fair value measurement date	$	31.2800		$	31.2800
Exercise price	$	28.2250		$	35.2813
Expected volatility		99.42	%		99.42	%
Risk-free interest rate		3.97	%		3.97	%
Dividend yield		0.00	%		0.00	%
Expected term (years)		2.85			2.85

At March 31, 2024, the fair value of the embedded conversion feature was determined to be $298,815 using a Black-Scholes collar option pricing model with the following assumptions:

	Value cap			Value floor
	March 31, 2024			March 31, 2024
Measurement date
Number of options		354,297			354,297
Stock price at fair value measurement date	$	17.0200		$	17.0200
Exercise price	$	28.2250		$	35.2813
Expected volatility		97.37	%		97.37	%
Risk-free interest rate		4.40	%		4.40	%
Dividend yield		0.00	%		0.00	%
Expected term (years)		2.61			2.61

In the Black-Scholes collar option pricing models, the expected volatilities were based on historical volatilities of the securities of the Company and its trading peers, and the risk-free interest rates were determined based on the prevailing rates at the grant date for U.S. Treasury Bonds with a term equal to the expected term of the instrument being valued.

In the three months ended March 31, 2024, the Company recognized a $187,489 gain on changes in fair value of financial instruments in the consolidated statement of operations and comprehensive loss ($nil, in the three months ended March 31, 2023).

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

b) Derivative liability – other stock incentives

As of March 31, 2024, the Company there were stock-based incentives outstanding held by one of the Company’s executive officers that provide for the issuance of up to a remaining maximum of 1.0% of the Company’s Common Stock outstanding, in five equal tranches of 0.2% of the Company’s Common Stock outstanding, with an expiry date of December 31, 2026 and market vesting conditions as follows:

-	Tranche 3: when the Company achieves a $400 million market capitalization
-	Tranche 4: when the Company achieves a $500 million market capitalization
-	Tranche 5: when the Company achieves a $600 million market capitalization
-	Tranche 6: when the Company achieves a $800 million market capitalization
-	Tranche 7: when the Company achieves a $1.0 billion market capitalization

In accordance with FASB ASC 815, these RSU awards were classified as a liability, measured at fair value through profit or loss, and compensation expense is recognized over the expected term.

As af March 31, 2024, Tranche 3, Tranche 4, Tranche 5, Tranche 6 and Tranche 7 remain outstanding and unvested, and the total fair value of these restricted stock awards outstanding was $1,550,576, as measured using a Monte Carlo Simulation with the following ranges of assumptions: the Company’s stock price on the March 31, 2024 measurement date, expected dividend yield of 0%, expected volatility between 72.3% and 89.3%, risk-free interest rate between a range of 4.79% to 5.41%, and an expected term between 3 months and 12 months. The expected volatilities were based on historical volatilities of the securities of the Company and its trading peers, and the risk-free interest rates were determined based on the prevailing rates at the grant date for U.S. Treasury Bonds with a term equal to the expected term of the award being valued.

NOTE 3 – DEFERRED OTHER INCOME – As restated

On May 2, 2023, the Company and Atlas Litio Brasil Ltda. (the “Company Subsidiary”), entered into a Royalty Purchase Agreement (the “Purchase Agreement”) with Lithium Royalty Corp., a Canadian company listed on the Toronto Stock Exchange (“LRC”). The transaction contemplated under the Purchase Agreement closed simultaneously on May 2, 2023, whereby the Company Subsidiary sold to LRC in consideration for $20,000,000 in cash, a royalty interest equaling 3% of the gross revenue (the “Royalty”) to be received by the Company Subsidiary from the sale of products from certain 19 mineral rights and properties that are located in Brazil and held by the Company Subsidiary.

On the same day, the Company Subsidiary and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant to which the Company Subsidiary granted LRC the Royalty and undertook to calculate and make royalty payments on a quarterly basis commencing from the first receipt of the sales proceeds with respect to the products from the Property. The Royalty Agreement contains other customary terms, including but not limited to, the scope of the gross revenue, the Company Subsidiary’s right to determine operations, and LRC’s information and audit rights. Under the Royalty Agreement, the Company Subsidiary also granted LRC an option to purchase additional royalty interests with respect to certain additional Brazilian mineral rights and properties on the same terms and conditions as the Royalty, at a total purchase price of $5,000,000.

NOTE 4 – OTHER NONCURRENT LIABILITIES

Other noncurrent liabilities are comprised solely of tax refinancing programs at our operating subsidiaries located in Brazil. The balance of these tax related costs as of March 31, 2024, and December 31, 2023, amounted to $27,306 and $58,579, respectively.

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY

Authorized Stock and Amendments

On July 18, 2022, the board of directors of the Company (the “Board of Directors” or “Board”) approved a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-750 without affecting the number of shares of authorized common stock (the “Originally Intended Reverse Stock Split”). The holder of the majority voting power of our voting stock (the “Majority Stockholder”) approved the Originally Intended Reverse Stock Split by written consent on July 18, 2022, in lieu of a meeting of stockholders as permitted under the Nevada Revised Statute (“NRS”) Section 78.320(2) and the company’s bylaws, as then amended (the “Bylaws”).

On December 20, 2022, the Company made the appropriate filings with the Secretary of State of the State of Nevada (“SOS”) that were intended to effect the Originally Intended Reverse Stock Split (the “Original Articles Amendment”). In April 2023, the Board of Directors determined that due to an error, the Original Articles Amendment was a nullity and that it would be in the best interest of the Company to take corrective action to remedy the inaccuracy and to file the documents that would have been necessary to effectuate a 1-for-750 reverse stock split of the issued and outstanding common stock with a corresponding split of the authorized common stock (the “Rectified Reverse Stock Split”) and then immediately thereafter increase the number of shares of authorized common stock back to the number it was prior to the Rectified Reverse Stock Split as of December 20, 2022.

On April 21, 2023, the Board authorized and approved the necessary documents and filings with the SOS to decrease the number of the Company’s issued and outstanding shares of common stock and correspondingly decrease the number of authorized shares of common stock, each at a ratio of 1-for-750, retroactively effective as of December 20, 2022, without a vote of the stockholders, as pursuant to the NRS, no stockholder approval was required. Also on April 21, 2023, the Board and the Majority Stockholder approved an Authorized Capital Increase Amendment to increase the authorized number of shares of common stock from 5,333,334 shares to 4,000,000,000 shares retroactively as of December 20, 2022, in accordance with the Board’s and stockholders’ original intent in effecting the Originally Intended Reverse Stock Split.

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY

Further, the Board of Directors determined that it was advisable and in the best interests of the Company to amend and restate the Company’s articles of incorporation to decrease the number of shares of authorized common stock to two hundred million (200,000,000) and to amend certain other provisions in the Company’s articles (the “Amended and Restated Articles”). The Board of Directors and the Majority Stockholder determined to decrease the number of shares of authorized common stock to reduce the number of shares available for issuance given the negative perception the dilutive effect of having such a large number of shares available for issuance may have on any potential future efforts to attract additional financing. On April 21, 2023, the Board and the Majority Stockholder approved the Amended and Restated Articles. On May 25, 2023, the Company made the appropriate filings with the SOS to effect the changes as described above.

On May 25, 2023, the Company also filed with the SOS a Certificate of Withdrawal of Designation of the Series B Convertible Preferred Stock and a Certificate of Withdrawal of Designation of the Series C Convertible Preferred which were effective as of May 25, 2023.

As of December 31, 2023 and March 31, 2024, the Company had 200,000,000 authorized shares of common stock, with a par value of $0.001 per share.

Series A Preferred Stock

On December 18, 2012, the Company filed with the SOS a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (“Series A Stock”) to designate one share of a new series of preferred stock. The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock provides that for so long as Series A Stock is issued and outstanding, the holders of Series A Stock shall vote together as a single class with the holders of the Company’s common stock, with the holders of Series A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. The one outstanding share of our Series A Stock has been held by our Chief Executive Officer and Chairman, Mr. Marc Fogassa since December 18, 2012.

Series D Preferred Stock

On September 16, 2021, the Company filed with the SOS a Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (“Series D Stock”) to designate 1,000,000 shares of a new series of preferred stock. The Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (the “Series D COD”) provides that for so long as Series D Stock is issued and outstanding, the holders of Series D Stock shall have no voting power until such time as the Series D Stock is converted into shares of common stock. Pursuant to the Series D COD one share of Series D Stock is convertible into 10,000 shares of common stock and may be converted at any time at the election of the holder. Giving effect to the Reverse Stock Split discussed above, each share of Series D Stock is effectively convertible into 13 and 1/3 shares of common stock. Holders of the Series D Stock are not entitled to any liquidation preference over the holders of common stock and are entitled to any dividends or distributions declared by the Company on a pro rata basis. There were no shares of Series D Stock outstanding as of March 31, 2024 or December 31, 2023.

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Three Months Ended March 31, 2023 Transactions

On January 9, 2023, the Company entered into an underwriting agreement (with EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named therein (the “Representative”), pursuant to which the Company agreed to sell an aggregate of 675,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”), to the Representative, at a public offering price of $6.00 per share in a firm commitment public offering (the “Offering”). The Company also granted the Representative a 45-day option to purchase up to 101,250 additional shares of the Company’s Common Stock upon the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering (the “Over-Allotment Option”). On January 11, 2023, the Representative delivered its notice to exercise the Over-Allotment Option in full.

The shares of Common Stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-262399), which was declared effective on January 9, 2023. The Offering closed on January 12, 2023 (the “Closing”).

In connection with the Closing, the Company issued to the Representative, and/or its permitted designees, as a portion of the underwriting compensation payable to the Representative, warrants to purchase an aggregate of 33,750 shares of Common Stock, equal to 5% of the number of shares of Common Stock sold in the Offering (excluding the Over-Allotment Option), at an exercise price of $7.50, equal to 125% of the per share offering price of $6.00 (the “Representative’s Warrants”). The Representative’s Warrants are exercisable for a period of five years from the effective date of the Registration Statement, and were subject to a mandatory lock-up for 180 days from the commencement of sales in the Offering. Aggregate gross proceeds from the Offering were $4,657,500.

On January 30, 2023, the Company entered into a Securities Purchase Agreement with two investors, pursuant to which the Company agreed to issue and sell to the investors in a Regulation S private placement an aggregate of 640,000 restricted shares of the Company’s Common Stock for a purchase price of $6.25 per share, for total gross proceeds of $4,000,000. The transaction closed on February 1, 2023.

On February 1, 2023, the Company acquired one mineral right totaling 45.77 hectares located in the municipalities of Araçuaí and Itinga, in a region known as “Lithium Valley” in the state of Minas Gerais in Brazil. The purchase consideration paid totaled $1,150,000 including $400,000 paid in cash on January 19, 2023 and $750,000 paid in restricted shares of Common Stock of the Company on February 1, 2023.

Additionally, during the three months ended March 31, 2023, the Company sold an aggregate of 91,500 shares of Common Stock to Triton Funds, LP (“Triton”) for total gross proceeds of $831,834 pursuant to a Common Stock Purchase Agreement (the “CSPA”) entered into between the Company and Triton, dated February 26, 2021. Pursuant to the CSPA, Triton agreed to invest up to $2,500,000 in the Company in the form of Common Stock purchases, and the Company may, in its sole discretion, and subject to the satisfaction of certain conditions, deliver purchase notices to Triton which states the dollar amount of shares which the Company intends to sell to Triton.

Three Months Ended March 31, 2024 Transactions

During the three months ended March 31, 2024, the Company issued 6,000 shares of Common Stock in settlement of restricted stock units that vested in the period.

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Common Stock Options

During the three months ended March 31, 2024 and 2023, the Company granted options to purchase common stock to officers, consultants and non-management directors. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

	March 31, 2024			March 31, 2023
Expected volatility		145.69% – 191.10	%		319.95% – 457.74	%
Risk-free interest rate		3.78% – 4.79	%		1.44% – 2.56	%
Stock price on date of grant		$31.28 –$31.28			$0.75 – $6.4125
Dividend yield		0.00	%		0.00	%
Illiquidity discount		-	%		75	%
Expected term		1 to 5 years			4.8 to 5 years

Changes in common stock options for the three months ended March 31, 2024 and 2023 were as follows:

SCHEDULE OF COMMON STOCK OUTSTANDING

	Number of Options Outstanding and Vested		Weighted Average Exercise Price		Remaining Contractual Life (Years)		Aggregated Intrinsic Value
Outstanding and vested, January 1, 2024		50,667	$	15.9474		2.15	$	1,228,972
Issued (1)		429,996		0.0077
Outstanding and vested, March 31, 2024		480,664	$	1.6879		8.41	$	7,488,784

	Number of Options Outstanding and Vested		Weighted Average Exercise Price		Remaining Contractual Life (Years)		Aggregated Intrinsic Value
Outstanding and vested, January 1, 2023		178,672	$	0.1219		1.55	$	1,228,922
Issued (2)		40,000		7.00
Outstanding and vested, March 31, 2023		218,672	$	1.3801		1.59	$	3,483,431

1)	In the three months ended March 31, 2024, 429,996 common stock options were issued with a grant date fair value of $13,447,502.
2)	In the three months ended March 31, 2023, 40,000 common stock options were issued with a grant date fair value of $121,925.

During three months ended March 31, 2024, the Company recorded $3,315,822 in stock-based compensation expense from common stock options in the consolidated statements of operations and comprehensive loss ($121,925, during the three months ended March 31, 2023).

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Series D Preferred Stock Options

As at and for the three months ended March 31, 2024, the Company had no Series D preferred stock options outstanding and no shares of Series D Stock outstanding. During the three months ended March 31, 2023, the Company granted options to purchase series D stock to directors of the Company. All Series D preferred stock options granted vested immediately at the grant date and were exercisable for a period of ten years from the date of issuance. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

	March 31, 2023
Expected volatility		140.04% – 154.42	%
Risk-free interest rate		3.42% - 3.99	%
Stock price on date of grant		$7.00 - $13.35
Dividend yield		0.00	%
Illiquidity discount		75	%
Expected term		5 years

Changes in Series D preferred stock options for the three months ended March 31, 2023 were as follows:

SCHEDULE OF PREFERRED STOCK

	Number of Options Outstanding and Vested		Weighted Average Exercise Price(a)		Remaining Contractual Life (Years)		Aggregated Intrinsic Value
Outstanding and vested, January 1, 2023		72,000	$	0.10		8.94	$	6,712,800
Issued (1)		9,000		0.10
Outstanding and vested, March 31, 2023		81,000	$	0.10		8.82	$	19,840,200

(a)

Represents the exercise price required to purchase one share of Series D Stock, which is convertible into 13 and 1/3 shares of common stock at any time at the election of the holder.

1)	In the three months ended March 31, 2023, 9,000 Series D preferred stock options were issued with a total grant date fair value of $267,259.

During the three months ended March 31, 2024, the Company recorded $nil in stock-based compensation expense from Series D preferred stock options in the consolidated statements of operations and comprehensive loss ($267,359, during the three months ended March 31, 2023).

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Common Stock Purchase Warrants

Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

During the three months ended March 31, 2024, the Company did not issue any common stock purchase warrants. During the three months ended March 31, 2023, the Company issued common stock purchase warrants to investors, finders and brokers in connection with the Company’s equity financings. All warrants vest within 180 days from issuance and are exercisable for a period of one to five years from the date of issuance. The common stock purchase warrants were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

SCHEDULE OF WARRANT ASSUMPTION

	March 31, 2023
Expected volatility		127.17	%
Risk-free interest rate		3.54	%
Stock price on date of grant	$	8.10
Dividend yield		0.00	%
Expected term		5 years

Changes in common stock purchase warrants for the three months ended March 31, 2024 and March 31, 2023 were as follows:

SCHEDULE OF WARRANT ACTIVITY

Number of Warrants Outstanding and Vested

Weighted Average Exercise Price

Weighted Average Contractual Life (Years)

Aggregated Intrinsic

Value

Outstanding and vested, January 1, 2024

55,671

10.6087

1.34-

1,152,654.00

Outstanding and vested, March 31, 2024

55,671

10.6087

1.10

402,668.00

	Number of Warrants Outstanding and Vested		Weighted Average Exercise Price		Weighted Average Contractual Life (Years)		Aggregated Intrinsic Value
Outstanding and vested, January 1, 2023		321,759	$	12.8634		1.30-	$	-
Warrants issued (1)		33,750		7.50
Outstanding and vested, March 31, 2023		355,509	$	12.3542		1.61	$	-

1)	The warrants issued in the three months ended March 31, 2023 had a total grant date fair value of $147,848.

During the three months ended March 31, 2024, the Company recorded $nil in share issuance costs in the consolidated statement of changes in equity as a result of the Company’s common stock purchase warrants issued ($147,848, during the three months ended March 31, 2023).

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Restricted Stock Units (“RSUs”)

Restricted stock units (“RSUs”) are granted by the Company to its officers, consultants and directors of the Company as a form of stock-based compensation. The RSUs are granted with varying immediate-vesting, time-vesting, performance-vesting, and market-vesting conditions as tailored to each recipient. Each RSU represents the right to receive one share of the Company’s Common Stock immediately upon vesting.

Changes in RSUs for the three months ended March 31, 2024 and March 31, 2023 were as follows:

	Number of RSUs Outstanding
Outstanding at January 1, 2024		1,040,017
Granted (1)		6,000
Vested (2)		(6,000	)
Expired (3)		(10,000	)
Outstanding at March 31, 2024		1,030,017

	Number of RSUs Outstanding
Outstanding at January 1, 2023	-
Granted (4)		133,021
Vested (5)		(32,002	)
Outstanding at March 31, 2023		101,019

1)	6,000 RSUs vested immediately upon grant and were issued with a total grant date fair value of $105,097 as measured at $17.52/share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted.
2)	6,000 RSUs vested and were settled through the issuance of 6,000 shares of Common Stock.
3)	10,000 RSUs were cancelled without vesting since the performance conditions for vesting were not met.
4)	133,021 RSUs were granted to directors, officers, and consultants of the Company, with a total grant date fair value of $1,002,449 as measured at $7.54/share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted, as follows: (i) 53,257 RSUs which immediately vested upon grant, (ii) 63,764 RSUs with time-based vesting in equal annual installments over three years, and (iii) 16,000 RSUs with time-based vesting in equal annual installments over four years.
5)	32,002 RSUs vested and were settled through the issuance of 32,002 shares of Common Stock.

During the three months ended March 31, 2024, the Company recorded $2,891,703 in stock-based compensation expense from the Company’s RSU activity in the period ($363,739 during the three months ended March 31, 2023). As of March 31, 2024, there were 891,109 RSUs outstanding and rights to receive 138,908 shares of common stock as a result of RSU vesting (December 31, 2023: 924,364 RSUs outstanding and rights to receive 115,653 shares of common stock as a result of RSU vesting).

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Other stock incentives measured at fair value through profit or loss

As of March 31, 2024, the Company had certain other stock incentives outstanding pursuant to an officer’s employment agreement, as further disclosed in the ‘Derivative liabilities’ section above. These were designated as liability-classified awards and are measured at fair value through profit or loss. During the three months ended March 31, 2024, the Company recorded $508,172 in stock-based compensation expense from the Company’s other stock incentive activity in the period ($nil, during the three months ended March 31, 2023). As of March 31, 2024, the Company had 127,695 shares subject to issuance under these other stock incentives and a $1,021,929 derivative liability recognized (December 31, 2023: 127,635 shares subject to issuance and a $513,757 derivative liability recognized).

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Rental Commitment

The following table summarizes certain of Atlas’s contractual obligations at March 31, 2024 (in thousands):

SCHEDULE OF CONTRACTUAL OBLIGATIONS

	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Lithium processing plant construction (1)	$	2,583,260	$	2,583,260	$	-	$	-	$	-
Land acquisition (2)		2,743,105		2,743,105		-		-		-
Total		5,281,365		5,281,365		-		-		-

(1)	Lithium processing plant construction obligations are related to agreements with suppliers contracted for the construction of the processing plant, with the majority of payments due upon delivery.
(2)	Land acquisition obligations are related to land purchase agreements.

Please see commitments related to Leases in Note 2.

NOTE 7 – RELATED PARTY TRANSACTIONS

Related party transactions are recorded at the exchange amount transacted as agreed between the Company and the related party. All the related party transactions have been reviewed and approved by the board of directors.

The Company’s related parties include:

SCHEDULE OF RELATED PARTIES

Martin Rowley		Martin Rowley is a senior advisor to the Company. In 2023, the Company entered into a Convertible Note Purchase Agreement with Martin Rowley relating to the issuance to Martin Rowley along with other experienced lithium investors of convertible notes. Martin Rowley is the father of Nick Rowley, the Company’s VP Business Development.

Jaeger Investments Pty Ltd (“Jaeger”)		Jaeger Investments Pty Ltd is a corporation in which senior advisor, Martin Rowley, is a controlling shareholder.

RTEK International DMCC (“RTEK”)		RTEK International DMCC is a corporation in which the VP Business Development of the Company, Nick Rowley, and Brian Talbot, our Chief Operating Officer and a member of the Board of Directors as of April , 2024 are controlling shareholders.

Shenzhen Chengxin Lithium Group Co., Ltd		Shenzhen Chengxin Lithium Group Co., Ltd is a non-controlling shareholder.

Sichuan Yahua Industrial Group Co., Ltd		Sichuan Yahua Industrial Group Co., Ltd, is a non-controlling shareholder.

Technical Services Agreement: In July 2023, the Company entered into a technical service agreement with RTEK pursuant to which RTEK provides mining engineering, planning and business development services.

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – RELATED PARTY TRANSACTIONS (CONTINUED)

Convertible Note Purchase Agreement: In November 2023, the Company entered into a Convertible Note Purchase Agreement with Martin Rowley relating to the issuance to Martin Rowley along with other experienced lithium investors of convertible promissory notes with an aggregate total principal amount of $10.0 million, accruing interest at a rate of 6.5% per annum. Pursuant to the agreement, Mr. Rowley, through Jaeger, purchased an aggregate of $2.0 million of the Notes. The Notes will mature in November 2026.

Offtake and Sales Agreements: In December 2023 the Company entered into Offtake and Sales Agreements with each of Sichuan Yahua Industrial Group Co., Ltd. and Sheng Wei Zhi Yuan International Limited, a subsidiary of Shenzhen Chengxin Lithium Group Co., Ltd., pursuant to which the Company agreed, for a period of five (5) years, to sell to each buyer 60,000 dry metric tonnes of lithium concentrate (the “Product”) per year, subject to the Company’s authority to increase or decrease such quantity by up to ten percent (10%) each year. Each of the buyers agreed to pre-pay to the Company $20.0 million (each, a “Pre-Payment Amount”) for future deliveries of the Product after the Company obtains customary licenses. Each Pre-Payment Amount will be used to offset against such buyer’s future payment obligations for the Product.

The related parties outstanding amounts and expenses as of March 31, 2024 and December 31, 2023 are shown below:

	March 31, 2024				December 31, 2023
	Accounts Payable / Debt		Expenses / Payments		Accounts Payable / Debt		Expenses / Payments
RTEK International	$	-	$	724,193	$	-	$	1,449,000
Jaeger Investments Pty Ltd.	$	1,992,130	$	32,802	$	1,954,145	$	13,405
Total	$	1,992,130	$	756,995	$	1,954,145	$	1,462,405

In the course of preparing consolidated financial statements, we eliminate the effects of various transactions conducted between Atlas and its subsidiaries and among the subsidiaries.

Jupiter Gold Corporation

During the three months ended March 31, 2024, Jupiter Gold granted options to purchase an aggregate of 105,000 shares of its common stock to Marc Fogassa, the Chairman and CEO of the Company, at prices ranging between $0.01 to $1.00 per share. The options were valued at $20,000 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: Jupiter Gold stock price on the date of the grant ($0.74 to $0.90), an illiquidity discount of 75%, expected dividend yield of 0%, historical volatility calculated between 255% and 311%, risk-free interest rate between a range of 3.88% to 4.19%, and an expected term between 5 and 10 years. As of March 31, 2024, an aggregate 1,315,000 Jupiter Gold common stock options were outstanding with a weighted average life of 8.06 years at a weighted average exercise price of $0.051 and an aggregated intrinsic value of $982,674.

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – RELATED PARTY TRANSACTIONS (CONTINUED)

During the three months ended March 31, 2023, Jupiter Gold granted options to purchase an aggregate of 105,000 shares of its common stock to Marc Fogassa at prices ranging between $0.01 to $1.00 per share. The options were valued at $30,011 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: Jupiter Gold stock price on the date of the grant ($1.00 to $1.49), an illiquidity discount of 75%, expected dividend yield of 0%, historical volatility calculated at 224%, risk-free interest rate between a range of 3.40% to 4.26%, and an expected term between 5 and 10 years. During the three months ended March 31, 2023, Marc Fogassa exercised a total 90,000 options at a $1.00 weighted average exercise price. These exercises were paid for with 67,212 options conceded in cashless exercises. As a result of the options exercised, the Company issued 22,778 shares of the Jupiter Gold’s common stock to Marc Fogassa. As of March 31, 2023, an aggregate 1,920,000 Jupiter Gold common stock options were outstanding with a weighted average life of 8.72 years at a weighted average exercise price of $0.01 and an aggregated intrinsic value of $1,332,000.

Apollo Resource Corporation

During the three months ended March 31, 2024, Apollo Resources granted options to purchase an aggregate of 45,000 shares of its common stock to Marc Fogassa at a price of $0.01 per share. The options were valued at $67,196 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: Apollo Resource stock price on the date of the grant ($6.00), an illiquidity discount of 75%, expected dividend yield of 0%, historical volatility calculated between 16.61% and 17.41%, risk-free interest rate between a range of 3.88% to 4.19%, and an expected term of 10 years. As of March 31, 2024, an aggregate 450,000 Apollo Resources common stock options were outstanding with a weighted average life of 8.71 years at a weighted average exercise price of $0.01 and an aggregated intrinsic value of $2,695,500.

During the three months ended March 31, 2023, Apollo Resources granted options to purchase an aggregate of 45,000 shares of its common stock to Marc Fogassa at a price of $0.01 per share. The options were valued at $55,944 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: Apollo Resource stock price on the date of the grant ($5.00), an illiquidity discount of 75%, expected dividend yield of 0%, historical volatility calculated at 58%, risk-free interest rate between a range of 3.40% to 4.00%, and an expected term of 10 years. As of March 31, 2023, an aggregate 270,000 Apollo Resources common stock options were outstanding with a weighted average life of 9.92 years at a weighted average exercise price of $0.01 and an aggregated intrinsic value of $1,347,300.

NOTE 8 – RISKS AND UNCERTAINTIES

Currency Risk

The Company operates primarily in Brazil which exposes it to currency risks. The Company’s business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the company. Changes in exchange rates from the time the activity occurs to the time payments are made may result in the Company receiving either more or less in local currency than the local currency equivalent at the time of the original activity.

The Company’s consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the consolidated financial statements. The Company’s foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income statement accounts are translated at average exchange rates for the period; (b) balance sheet asset and liability accounts are translated at end of period exchange rates; and (c) equity accounts are translated at historical exchange rates. Translation in this manner affects the shareholders’ equity account referred to as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement.

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – SUBSEQUENT EVENTS

Registered Offering

On March 28, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), with an accredited investor (the “Investor”), pursuant to which the Company agreed to sell and issue an aggregate of 1,871,250 shares of its Common Stock in a registered direct offering (the “Registered Offering”) at a purchase price of $16.0321 per share. The Purchase Agreement contains customary representations and warranties, covenants and indemnification rights and obligations of the Company and the Investor. The closing occurred on April 4, 2024.

The gross proceeds from the Registered Offering were $30.0 million before deducting related offering expenses. The Company intends to use the net proceeds from the Registered Offering primarily for general corporate purposes, including the development and commercialization of our products, general and administrative expenses, and working capital and capital expenditures.

Offtake Agreement

In connection with the closing of the Registered Offering, our subsidiary Atlas Lítio Brasil Ltda. (hereinafter “Atlas Brazil”) and the Investor entered into an Offtake and Sales Agreement, pursuant to which Atlas Brazil agreed to sell and deliver to the Investor, and the Investor agreed to purchase and take delivery of, (i) the spot quantity of fifteen thousand (15,000) dry metric tons of Atlas Brazil’s product, and, subject to the fulfillment of certain conditions precedent, (ii) up to sixty thousand (60,000) dry metric tons of Atlas Brazil’s product for each year, up to a total of three hundred thousand (300,000) dry metric tons.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the notes to those financial statements included in Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”) and our consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2023

This Quarterly Report includes forward-looking statements that are subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in Item 1.A. of Part II of this Report that could cause actual results could differ materially from those anticipated in these forward-looking statements. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Atlas Lithium Corporation (“Atlas Lithium”, the “Company”, “we”, “us”, or “our” refer to Atlas Lithium Corporation and its consolidated subsidiaries) is a mineral exploration and development company with lithium projects and multiple lithium exploration properties. In addition, we own exploration properties in other battery minerals, including nickel, copper, rare earths, graphite, and titanium. Our current focus is the development from exploration to active mining of our hard-rock lithium project located in the state of Minas Gerais in Brazil at a well-known pegmatitic district in Brazil, which has been denominated by the government of Minas Gerais as “Lithium Valley.” We intend to mine and then process our lithium-containing ore to produce lithium concentrate (also known as spodumene concentrate), a key ingredient for the battery supply chain.

We are building a modular plant targeted at producing 150,000 tons of lithium concentrate per annum (“tpa”) in what we describe as Phase I. We plan on adding additional modules to the plant with the intent of doubling its production capacity to 300,000 tpa in Phase II. However, there can be no assurance that we will have the necessary capital resources to develop such facility or, if developed, that we will reach the production capacity necessary to commercialize our products and with the quality needed to meet market demand.

All our mineral projects and properties are located in Brazil, a well-established mining jurisdiction. Our mineral rights include approximately:

	●	53,942 hectares (539 km²) for lithium in 95 mineral rights (2 in pre-mining concession stage, 85 in exploration stage, and 8 in pre-exploration stage);
	●	44,913 hectares (449 km²) for nickel in 29 mineral rights (23 in exploration stage, and 6 in pre-exploration stage);
	●	25,050 hectares (251 km²) for copper in 13 mineral rights (12 in exploration stage, and 1 in pre-exploration stage);
	●	12,144 hectares (121 km²) for rare earths in 7 mineral rights, all in exploration stage;
	●	6,927 hectares (69 km²) for titanium in 5 mineral rights, all in exploration stage;
	●	3,910 hectares (39 km²) for graphite in 2 mineral rights, all in exploration stage;
	●	1,030 hectares (10 km²) for gold mineral rights, all in exploration stage.

In addition, we also have a few additional mineral rights in the process of being acquired and not yet titled in our name. We believe that we hold the largest portfolio of exploration properties for lithium and other battery minerals in Brazil.

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We are primarily focused on advancing and developing our hard-rock lithium project located in the state of Minas Gerais, Brazil. Our Minas Gerais Lithium Project (“MGLP”) is our largest project and consists of 85 mineral rights spread over approximately 468 km²and predominantly located within the Brazilian Eastern Pegmatitic Province which has been surveyed by the Brazilian Geological Survey and is known for the presence of hard rock formations known as pegmatites which contain lithium-bearing minerals such as spodumene and petalite.

We believe that we can increase our value by continuing of our exploratory work and quantification of our lithium mineralization as well as by expanding our exploration campaign to new, high-potential areas within our portfolio of mineral rights. Our initial commercial goal is to be able to enter production of lithium concentrate, a product which is highly sought after in the battery supply chain for electric vehicles.

We also have 100%-ownership of early-stage projects and properties in other minerals that are needed in the battery supply chain and high technology applications such as nickel, copper, rare earths, graphite, and titanium. We believe that the shift from fossil fuels to battery power may yield long-term opportunities for us not only in lithium but also in such other minerals.

In addition to these projects, we own 58.71% of the shares of common stock of Apollo Resources, a private company primarily focused on the development of its initial iron mine.

We also own approximately 27.42% of the shares of common stock of Jupiter Gold, a company focused on the exploration of two gold projects and a quartzite mine, the common stock of which is quoted on the OTCQB marketplace under the symbol “JUPGF.” The quartzite mine started preliminary operations in June 2023.

The results of operations from both Apollo Resources and Jupiter Gold are consolidated in our financial statements under U.S. GAAP.

Operational Update

Lithium Exploration Campaign

Our ongoing drilling campaign is delineating the lithium resources of our 100%-owned Neves Project, a cluster of four lithium mineral rights within MGLP. Our current geological team is comprised of 15 geologists, all of whom are full-time employees. To support the work of our geologists we have 13 full-time field and support technicians and machinery operators, as well as 3 trainee technicians and over 19 field assistants. Our geological team and our exploration campaign is supervised by James Abson, a Qualified Person for lithium as such term is defined in Subpart 1300 of Regulation S-K promulgated by the SEC (“Regulation S-K 1300”). Mr. Abson was appointed as our Chief Geology Officer in October 2023 and has over 29 years of diverse experience in mining and mineral exploration.

Under Mr. Abson’s leadership, our technical team adopted a systematic approach to exploration of additional potential target areas within the Neves Project. These efforts involve geological mapping, sampling of historical artisanal mining sites and exposed pegmatites to analyze potassium-rubidium ratios, as well as soil sampling using both XRF and ICP testing for both LCT pathfinders and Li. Geophysical surveys, including magnetics, are used when warranted to pinpoint additional pegmatite deposits and related structures. Deep trenching of anomalous areas is used to identify and confirm lithium-cesium-tantalum (LCT) pegmatites and estimate width, strike, dip and mineralization prior to drilling. Finally, scout drilling is aimed at testing the highest priority pegmatite targets that appear widest and most mineralized. Within Neves Project area, four confirmed pegmatite bodies with spodumene mineralization were identified (designated as Anitta 1 through 4).

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Expanding beyond the Neves Project area, our regional exploration is now centered on the other mineral rights for lithium within the broader Minas Gerais Lithium Project (“MGLP”), a large footprint of 468 km² of lithium mineral claims, many of which are located in Brazil’s Lithium Valley, a well-known hard-rock lithium district. A specialized exploration geology team has been assembled to initiate reconnaissance work across this wider land package. Initial efforts involve LiDAR and geological mapping with a specific focus on historical artisanal mining sites, sampling of known and previously identified pegmatites, as well as first-pass soil sampling lines and geophysics to identify anomalies. This phased approach has systematically advanced regional prospecting across our mineral rights in MGLP with a number of targets generated for further exploration by our exploration team.

We have engaged SGS Canada Inc. (“SGS”), and, in particular, their geologist Marc-Antoine Laporte, a Qualified Person for lithium under Regulation S-K 1300, to produce a mineral resource estimate report (the “Maiden Resource Report”) for our Neves Project in accordance with Regulation S-K 1300. Mr. Laporte is the author of mineral resource reports for two other companies which have hard-rock lithium projects in Lithium Valley, the general area where our Neves Project is located, and has worked on lithium properties in Lithium Valley since 2017. Mr. Laporte visited our Neves Project between May 4 and May 6, 2023.

On March 19, 2024, our Board appointed Brian Talbot to serve as director on the Board, effective as of April 1, 2024. In addition to joining the Board, Mr. Talbot was also appointed by the Board as our Chief Operating Officer (“COO”), effective as of April 1, 2024. In his capacity as COO, Mr. Talbot will be responsible for both the Company’s development of its lithium mine and processing plant as well as all of its lithium exploration geology program. Mr. Talbot is a qualified person for lithium as such a term is defined in Item 1300 of Regulation S-K.

Mr. Talbot has an extensive track record as a technical and operational leader throughout his career with over 30 years of experience in mining operations. In particular, he has extensive experience in DMS (dense media separation) plant development and operation. Most recently, Mr. Talbot was employed by RTEK International DMCC (“RTEK”), a consulting firm that advises lithium developers and producers. From July 2022 to September 2023, Mr. Talbot was the Chief Operating Officer at Sigma Lithium Corporation (“Sigma Lithium”), a Canadian lithium producer with operations in Brazil. At Sigma Lithium, he oversaw the development of that company’s flagship Grota do Cirilo project from construction through commissioning and operations. From 2017 to 2022, Mr. Talbot held positions as General Manager and Head of Australian Operations at Galaxy Resources, now part of Arcadium Lithium PLC, one of the world’s largest fully integrated lithium companies. While at Galaxy Resources, Mr. Talbot was instrumental in increasing the production at Mt. Cattlin (a hard-rock lithium mine in Ravensthorpe, Western Australia) which resulted in record production. From 2015 to 2017, Mr. Talbot was at Bikita Minerals in Zimbabwe, which owns and operates the longest running hard-rock lithium mine in the world. Mr. Talbot holds a bachelor’s degree in chemical engineering with Honors from the University of Witwatersrand, South Africa. Please refer to Part III, Item 10, for further information on Mr. Talbot.

Neves Project

The Company’s geological team continues to explore the Neves Project area to expand its already known mineralized pegmatite tonnage. Previously discovered mineralized pegmatites in the Neves Project were initially located with the help of historic artisanal mines, outcroppings of pegmatite, or shallow sub-crop unearthed by trenching Li in soil anomalies. To date, Atlas has mapped and sampled over 84 pegmatite outcrops within the Neves permit, and ranked them based on their K/Rb ratios. The more evolved pegmatites have a higher possibility of hosting lithium minerals. In an effort to expedite the exploration of the substantial surface area of the Neves project, in late 2023, Atlas Lithium embarked on a systematic exploration campaign designed by James Abson, the Company’s Chief Geology Officer.

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The Project Area has now been covered by:

●	Detailed hyperspectral satellite and drone LiDAR mapping to aid in faster pegmatite discovery;
●	Geological mapping and rock sampling, including K/Rb ratio analysis, to improve target prioritization;
●	Closely spaced soil sampling
●	grids, with 4,599 samples taken to date, to highlight Li (>100ppm threshold) and LCT pegmatite pathfinder anomalies for drill testing;
●	High-resolution drone geophysics surveys, including magnetics and radiometrics, to assist with mapping and drill targeting.

The comprehensive data sets have generated several highly promising coincident and parallel targets (Figure 1). One notable example is a linear lithium anomaly with a strike length of 1.2km, which coincides with the Anitta 2 mineralized pegmatite. While some of these targets may represent extensions of the known mineralized Anitta trends, others could potentially indicate entirely new, untested pegmatite discoveries, particularly in the southern region of Neves.

The practical application of this new lithium soil anomaly information is exemplified at Anitta 1. Previously, an unexplained anomaly existed to the east of the drilled orebody. Guided by this anomaly, additional drilling has now uncovered the up-dip extension of Anitta 1 and a parallel orebody immediately to the east. These discoveries are expected to contribute significantly to the project’s mineralized pegmatite tonnage, demonstrating the effectiveness of the exploration approach in identifying and delineating high-quality lithium mineralization.

Figure 1: Soil sampling lithium anomaly map in relation to mapped pegmatites (pink), the mineralized Anitta pegmatites, topography, and structural geophysics data.

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Drilled lithium-mineralized sections of pegmatites can extend up to 150m along strike beyond the termination of the surface lithium anomaly, as observed in the case of Anitta 2. In certain areas, it is probable that these pegmatites continue undetected from the surface along the same strike direction, particularly beneath higher hills where the cover and weathering profiles may be thicker. The Company’s exploration team is currently evaluating the potential use of other less mobile LCT pathfinders, such as Cs, Sn, and Ta, to identify new anomalous trends or extensions that warrant further investigation.

Furthermore, the majority of the Anitta pegmatites exhibit a close association with magnetic lows and NNE-SSW structural lineaments. This valuable information will enable the Atlas team to refine its approach to future exploration targeting activities. These activities will include more detailed follow-up work, such as infill soil grids, trenching, and drilling, to better delineate and characterize the identified targets.

Early-Revenue Strategy

On December 4, 2023, we announced implementing an early-revenue strategy. With the well-delineated initial Anitta pegmatites, positive metallurgical test work and well-advanced mining and environmental permits Atlas Lithium’s technical team opted to expedite the production timeline for its 100%-owned Neves Project. This early-revenue strategy targets initial “Phase I” production of spodumene concentrate by the fourth quarter of 2024, ramping up to “Phase II” production in mid-2025. The early-revenue Phase I plant is expected to have a maximum capacity of 150,000 tons per annum of spodumene concentrate.

We intend to deploy compacted modular dense media separation (DMS) technology together with contracting the crushing and mining operations. The total capital expenditures, including the initial production and ramp-up is estimated at $49.5 million, which includes the modular DMS plants, tailings management module for dry stacked tailings; engineering, procurement, construction management costs; earthworks and civils; site access upgrade, mining preparation and pre-strip, commissioning and ramp-up. The fabrication of the DMS modules, tailing management module, and associated materials handling equipment is nearing completion and trial assembly is currently underway at the South African manufacturing facility as a quality assurance measure prior to shipment to Brazil.

On February 26, 2024, we announced that the fabrication of the DMS modules, tailing management module, and associated materials handling equipment is progressing on schedule, and first commissioning and initial production anticipated for the fourth quarter of 2024. The manufacturing orders were placed by us in December 2023. By condensing components into modules with significantly reduced footprint and weight versus recent DMS plants, Atlas Lithium plans to streamline installation and commissioning. For example, whereas fully assembled traditional DMS facilities commonly weigh 250-300 tons, the Company’s modular plant is predicted to weigh only approximately 41 tonnes. Modular DMS trial assembly on the primary 100 tons per hour (tph) module and the secondary 50 tph module. We engaged CDM Group as engineering contractor and construction coordinator and ADP Marine & Modular for plant manufacturing, with both of these firms located in South Africa. The manufacturing facility located in South Africa has recently been visited by our technical team and photographs of parts completed and in progress of our modular DMS lithium processing plant under construction can be seen in Figures 2-4 below. Figures 5-7 depict 3-D model views of our planned modular DMS lithium processing plant.

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Figure 2: Our modular DMS lithium processing plant under construction.

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Figure 3: View of part of our DMS lithium processing plant under construction.

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Figure 4: View of part of our modular DMS lithium processing plant under construction.

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Figure 5: View of 3-D model of our planned DMS lithium processing plant.

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Figure 6: Additional view of 3-D model of our planned DMS lithium processing plant.

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Figure 7: Additional view of 3-D Model of our planned DMS lithium processing plant.

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Business Development Update

Mitsui & Co., Ltd.

On January 18, 2023, we announced that we had signed a non-binding, non-exclusive Memorandum of Understanding (“MOU”) with Mitsui & Co., Ltd. (“Mitsui”) with respect to Mitsui’s potential interest in acquiring the right to purchase our future lithium concentrate production. In November 2023, we ceased discussions with Mitsui regarding a potential offtake arrangement as contemplated by the MOU, but continued discussions with Mitsui regarding other possible strategic opportunities. On March 28, 2024, the Company and Mitsui entered into an agreement pursuant to which the Company agreed to sell to Mitsui 1,871,250 shares of our common stock for a purchase price of $30,000,000, representing a 10% premium to the 5-day VWAP . The closing of the sale of the shares occurred on April 4, 2024. In connection with the sale of the shares, on April 4, 2024, parties entered into an Offtake and Sales Agreement (the “Offtake”) for the future purchase of 15,000 tons of lithium concentrate from Phase 1 and 60,000 tons per year for five years from Phase 2 of Atlas Lithium’s soon to be producing Neves Project in Brazil’s Lithium Valley. The investment provided Atlas Lithium with funds to continue its development towards revenue generation

Results of Operations

The Three Months Ended March 31, 2024, Compared to the Three Months ended March 31, 2023

Net loss for the three months ended March 31, 2024, totaled $13,184,196, compared to net loss of $4,465,353 during the three months ended March 31, 2023. The increase is mainly due to:

	●	Higher general and administrative expenses of approximately $0.9 million in the period primarily due to increased costs of consultants related to technical services, increased legal fees relating to transactions consummated during the quarter and other third-party costs;
	●	An increase of approximately $5 million in stock-based compensation expense compared to the prior period, reflecting new members of the management team eligible for the stock-based compensation program; and
	●	Higher exploration expenses of approximately $2 million for the period due the execution of the drilling program on our 100% owned Minas Gerais Lithium Project.

Liquidity and Capital Resources

As of March 31, 2024, we had cash and cash equivalents of $17,529,465 and working capital of $11,044,828.

Net cash used by operating activities totaled $6,103,264 for the three months ended March 31, 2024, compared to net cash used of $3,663,428 during the three months ended March 31, 2023, representing a decrease in cash available of $2,439,836 or 67%. The increase in net cash used by operating activities was mainly due to:

	●	Increase in expenses related to the third companies as consultants and others;
	●	Increase in exploration expenses due to the increase of drilling program and exploration teams.

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Net cash used in investing activities totaled $6,055,535 for the three months ended March 31, 2024, compared to net cash used of $1,275,972 during the three months ended March 31, 2023, representing an increase in cash used of $4,779,563 or 375%. The increase reflects the payments made in connection with the construction of our Lithium processing plant.

Net cash provided by financing activities totaled $0 for the three months ended March 31, 2024, compared to $9,564,335 during the three months ended March 31, 2023, representing a decrease in cash provided of $9,564,335 or 100%. The decrease is mainly due to the following financing activities that occurred during the three months ended March 31, 2023:

	●	Our underwritten public offering which closed on January 12, 2023, with aggregate gross proceeds of $4,657,500.
	●	Securities Purchase Agreement with two investors, pursuant to which we agreed to issue and sell to the Investors in a Regulation S private placement an aggregate of 640,000 restricted shares of our common stock, at a purchase price of $6.25 per share, for total gross proceeds of $4,000,000.
	●	The sale of an aggregate of 91,500 shares of our common stock to Triton Funds, L.P for total gross proceeds of $831,834 pursuant to a Common Stock Purchase Agreement.

For further information on three transactions mentioned above, please refer to note 4 – stockholders´ equity.

We have historically incurred net operating losses and have not yet generated material revenues from the sale of products or services. As a result, our primary sources of liquidity have been derived through proceeds from the (i) sales of our equity and the equity of one of our subsidiaries, and (ii) issuance of convertible debt. As of March 31, 2024, we had cash and cash equivalents of $17,529,465 and working capital of $11,044,828, compared to cash and cash equivalents $29,549,927 and a working capital of $23,809,637 as of December 31, 2023. We believe our cash on hand will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months. However, our future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of our growth, our ability to identify areas for mineral exploration and the economic potential of such areas, the exploration and other drilling campaigns needed to verify and expand our mineral resources, the types of processing facilities we would need to install to obtain commercial-ready products, and the ability to attract talent to manage our different areas of endeavor. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to scale back our existing operations and growth plans, which could have an adverse impact on our business and financial prospects and could raise substantial doubt about our ability to continue as a going concern.

Currency Risk

We operate primarily in Brazil, which exposes us to currency risks. Our business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the entity. Changes in exchange rates from the time the activity occurs to the time payments are made may result in it receiving either more or less in local currency than the local currency equivalent at the time of the original activity.

Our consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the consolidated financial statements. Our foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income statement accounts are translated at average exchange rates for the period; (b) balance sheet asset and liability accounts are translated at end of period exchange rates; and (c) equity accounts are translated at historical exchange rates. Translation in this manner affects the shareholders’ equity account referred to as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement.

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Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of American (“U.S. GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information to be reported under this Item is not required of smaller reporting companies.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the design, operation, and effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of March 31, 2024. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance that the information required to be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and that such information is accumulated and communicated to management, including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. On the basis of that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as a result of the material weakness in internal controls over financial reporting, described in our Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on Form 10-K/A with the SEC on November 8, 2024 (the “Form 10-K/A”), our disclosure controls and procedures were not effective as of March 31, 2024.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred in the quarter ended March 31, 2024, that materially affected, or would be reasonably likely to materially affect, our internal control over financial reporting.

Limitations of the Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance that the information required to be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and that such information is accumulated and communicated to management, including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constrains and that management is required to apply judgement in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None material.

Item 1A. RISK FACTORS

The following risk factor disclosures should be read in conjunction with the risk factors described in our 2023 Form 10-K and subsequent periodic filings with the Securities and Exchange Commission (the “SEC” or the “Commission”). We are supplementing the risk factors previously disclosed in such filings to include the following updated risk factors:

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Quarterly Report, including our financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as any additional risk factors that may be described in our other filings with the SEC from time to time, including our Annual Report on Form 10-K for fiscal year ended December 31, 2023, before deciding whether to invest in our securities. The occurrence of any of the risks, the events or developments described below could harm our business, financial condition, operating results, and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. You should consider carefully the risks and uncertainties summarized and set forth in detail below and elsewhere in this Annual Report before you decide to invest in our common stock.

You are unlikely to be able to exercise effective remedies or collect judgments against BF Borgers relating to their work as our independent registered public accounting firm.

BF Borgers (as defined herein) served as our independent registered public accounting firm from 2015 to 2024 and audited the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. On May 3, 2024, the SEC entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers, permanently barring BF Borgers from appearing or practicing before the Commission as an accountant (the “Order”). In light of the Order, the Audit Committee dismissed BF Borgers as our independent registered public accounting firm on May 6, 2024. We have no ability to ascertain whether BF Borgers will survive or that adequate assets will be available to satisfy any claims against it. As a result, you may not be able to exercise effective remedies or collection judgements against BF Borgers. You may also be unable to seek remedies against BF Borgers under applicable securities laws for any untrue statement of a material fact contained in our past financial statements audited by BF Borgers or any omission of a material fact required to be stated in those financial statements. Also, it is unknown if any assets would be available from BF Borgers to satisfy any claims.

We may incur material expenses or delays in financings or SEC filings due to the dismissal of BF Borgers and our stock price and access to the capital markets may be affected.

As a public company, we are required to file with the SEC financial statements that are audited or reviewed, as applicable, by an independent registered public accountant. Our access to the capital markets and our ability to make timely filings with the SEC will depend on having financial statements audited or reviewed again by a new independent registered public accounting firm. In addition, because the SEC found that BF Borgers deliberately failed to conduct audits and quarterly reviews in accordance with applicable PCAOB standards and fraudulently issued audit reports, we will not be able to rely on BF Borgers to provide other information or documents that would customarily be received by us or underwriters in connection with financings or other transactions, including consents and “comfort” letters. As a result, we may encounter delays, additional expense and other difficulties in future financings. Any resulting delay in accessing or inability to access the public capital markets could be disruptive to our operations and could affect the price and liquidity of our securities. Any negative news about the proceedings against BF Borgers may also adversely affect investor confidence in companies that were previous clients of BF Borgers. All of these factors could materially and adversely affect the market price of our common stock and our ability to access the capital markets.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

Item 3. DEFAULTS UPON SENIOR SECURITIES

None

Item 4. MINE SAFETY DISCLOSURES

None

Item 5. OTHER INFORMATION

On May 3, 2024, the Commission entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC (“Borgers”) and its sole audit partner, Benjamin F. Borgers CPA, permanently, barring Mr. Borgers and Borgers (collectively, “BF Borgers”) from appearing or practicing before the Commission as an accountant (the “Order”). As a result of the Order, BF Borgers may no longer serve as the Company’s independent registered public accounting firm, nor can BF Borgers issue any audit reports included in Commission filings or provide consents with respect to audit reports. In light of the Order, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) on May 6, 2024, unanimously approved to dismiss and dismissed BF Borgers as the Company’s independent registered public accounting firm.

On May 7, 2024, the Audit Committee engaged Pipara & Co LLP to serve as the Company’s new independent registered public accounting firm.

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Item 6. EXHIBITS

(a) Exhibits

Exhibit Number		Description

10.1		Securities Purchase Agreement. Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Commission on May 15, 2024.

10.2		Investor Rights Agreement. Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the Commission on May 15, 2024.

10.3		Offtake Agreement. Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the Commission on May 15, 2024.

10.4		Executive Employment Agreement. Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the Commission on May 15, 2024.

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Atlas Lithium Corporation

Signature	Title	Date

/s/ Marc Fogassa	Chief Executive Officer (Principal Executive Officer) and	November 8, 2024
Marc Fogassa	Chairman of the Board

/s/ Tiago Moreira de Miranda	Chief Financial Officer (Principal Financial and	November 8, 2024
Tiago Moreira de Miranda	Accounting Officer)

Exhibit 31.1

CERTIFICATION

I, Marc Fogassa, certify that:

(1)	I have reviewed this Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2024 of Atlas Lithium Corporation.;

(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

(4)

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

(5)	The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: November 8, 2024		/s/ Marc Fogassa
		Marc Fogassa
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Tiago Moreira de Miranda, certify that:

(1)	I have reviewed this Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2024 of Atlas Lithium Corporation;

(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

(4)	The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

(5)	The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: November 8, 2024		/s/ Tiago Moreira de Miranda
		Tiago Moreira de Miranda
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 32.1

Certification of Chief Executive Officer and Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned principal executive officer and principal financial officer of Atlas Lithium Corporation (the “Company”), certify that the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2024 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2024	By:	/s/ Marc Fogassa
		Marc Fogassa
		Chief Executive Officer
		(Principal Executive Officer)

Date: November 8, 2024	By:	/s/ Tiago Moreira de Miranda
		Tiago Moreira de Miranda
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 14, 2024
Entity Addresses [Line Items]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	Atlas Lithium Corporation (“Atlas Lithium”, the “Company”, “we”, “us”, or “our” refer to Atlas Lithium Corporation and its consolidated subsidiaries) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q for the period ended March 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2024 (the “Original Form 10-Q”) to restate our condensed consolidated financial statements, including the notes thereto, for the three months ended March 31, 2024 and to make certain other changes as described herein. Pipara & Co LLP (“Pipara”) was engaged by our Audit Committee of Board of Directors (the “Audit Committee”) to be our independent registered public accounting firm as a result of the SEC’s order on May 3, 2024 suspending our prior independent registered public accounting firm, BF Borgers CPA PC (“Borgers”), from appearing and practicing as an accountant before the SEC. The Audit Committee engaged Pipara to re-audit our financial statements for the two fiscal years ended December 31, 2023 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). In connection with Pipara’s audit, we identified certain accounting errors relating to the presentation, timing, omission and classification of a number of items in the 2023 Annual Report that also impact our condensed consolidated financial statements for the quarter ended March 31, 2024 as presented in the Original 10-Q (the “Previously Issued Financial Statements”). Following discussions with our management and Pipara, the Audit Committee determined that our Previously Issued Financial Statements will be restated to make the required corrections, necessary to comply with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) as further described below.
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41552
Entity Registrant Name	ATLAS LITHIUM CORPORATION
Entity Central Index Key	0001540684
Entity Tax Identification Number	39-2078861
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Rua Antonio de Albuquerque,
Entity Address, Address Line Two	156 – 17th Floor
Entity Address, City or Town	Belo Horizonte, Minas Gerais,
Entity Address, Country	BR
Entity Address, Postal Zip Code	30.112-010
City Area Code	(833)
Local Phone Number	661-7900
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	ATLX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,802,025
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Rua Buenos Aires,
Entity Address, Address Line Two	10 – 14th Floor
Entity Address, City or Town	Belo Horizonte, Minas Gerais,
Entity Address, Country	BR
Entity Address, Postal Zip Code	30.315-570

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 17,529,465	$ 29,549,927
Inventories	21,889
Taxes recoverable	10,999	50,824
Prepaid and other current assets	144,674	113,905
Total current assets	17,707,027	29,714,656
Property and equipment, net	19,333,461	13,477,602
Intangible assets, net	245,453	45,777
Right of use assets - operating leases, net	303,722	335,634
Total assets	37,589,663	43,573,669
Current liabilities:
Accounts payable and accrued expenses	4,918,010	4,668,857
Derivative liabilities	1,320,743	1,000,060
Convertible Debt	231,048	67,024
Other current liabilities	54,882	41,596
Operating lease liabilities	137,516	127,482
Total current liabilities	6,662,199	5,905,019
Convertible Debt	9,729,603	9,703,700
Operating lease liabilities	209,296	231,278
Deferred other income	20,000,000	20,000,000
Other noncurrent liabilities	27,306	58,579
Total liabilities	36,628,404	35,898,576
Stockholders’ Equity:
Common stock, $0.001 par value. 200,000,000 shares authorized as of March 31, 2024 and December 31, 2023, and 12,769,581 and 12,763,581 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	12,770	12,764
Additional paid-in capital	116,403,497	110,195,978
Accumulated other comprehensive loss	(68,803)	(138,829)
Accumulated deficit	(115,785,590)	(102,822,123)
Total Atlas Lithium Co. stockholders’ equity	561,875	7,247,791
Non-controlling interest	399,384	427,302
Total stockholders’ equity	961,259	7,675,093
Total liabilities and stockholders’ equity	37,589,663	43,573,669
Series A Preferred Stock [Member]
Stockholders’ Equity:
Preferred stock, value	1	1
Series D Preferred Stock [Member]
Stockholders’ Equity:
Preferred stock, value

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Common stock, par value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common stock shares issued	12,769,581	12,763,581
Common stock shares outstanding	12,769,581	12,763,581
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1	1
Preferred stock, shares issued	1	1
Preferred stock, shares outstanding	1	1

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 186,707
Cost of revenue	102,067
Gross profit	84,640
Operating expenses
General and administrative expenses	3,251,754	2,321,698
Stock-based compensation	6,840,122	1,128,845
Exploration	3,170,983	1,028,825
Other operating expenses	3,601
Total operating expenses	13,266,460	4,479,368
Loss from operations	(13,181,820)	(4,479,368)
Other expense (income)
Other expense (income)	2,982	(14,015)
Fair value adjustments, net	(187,489)
Finance costs (income)	186,883
Total other expense (income)	2,376	(14,015)
Loss before provision for income taxes	(13,184,196)	(4,465,353)
Provision for income taxes
Net loss	(13,184,196)	(4,465,353)
Loss attributable to non-controlling interest	(220,729)	(499,415)
Net loss attributable to Atlas Lithium Corporation stockholders	$ (12,963,467)	$ (3,965,938)
Basic and diluted loss per share
Net loss per share attributable to Atlas Lithium Corporation common stockholders basic	$ (1.02)	$ (0.60)
Net loss per share attributable to Atlas Lithium Corporation common stockholders diluted	$ (1.02)	$ (0.60)
Weighted-average number of common shares outstanding:
Basic	12,769,383	6,635,325
Diluted	12,769,383	6,635,325
Comprehensive loss:
Foreign currency translation adjustment	$ 70,026	$ 66,305
Comprehensive loss	(13,114,169)	(4,399,048)
Comprehensive loss attributable to noncontrolling interests	(27,918)	(498,926)
Comprehensive loss attributable to Atlas Lithium Corporation stockholders	$ (13,086,251)	$ (3,900,122)

Consolidated Statements of Changes in Stockholders' Deficit - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series D Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2022	$ 1	$ 214	$ 5,111	$ 62,063,367	$ (6,636)	$ (60,391,694)	$ (212,239)	$ 1,458,124
Balance, shares at Dec. 31, 2022	1	214,006	5,110,014
Issuance of common stock in connection with sales made under private offerings			$ 1,551	9,754,796				9,756,348
Issuance of common stock in connection with sales made under private offerings, shares			1,550,808
Issuance of common stock in connection with purchase of mining rights			$ 77	749,923				750,000
Issuance of common stock in connection with purchase of mining rights, shares			77,240
Stock based compensation				936,833				936,833
Change in foreign currency translation					65,816		489	66,306
Net loss						(3,965,938)	(499,415)	(4,465,353)
Balance at Mar. 31, 2023	$ 1	$ 214	$ 6,740	73,504,919	59,180	(64,357,632)	(711,165)	8,502,258
Balance, shares at Mar. 31, 2023	1	214,006	6,738,062
Balance at Dec. 31, 2023	$ 1		$ 12,764	110,195,978	(138,829)	(102,822,123)	427,302	7,675,093
Balance, shares at Dec. 31, 2023	1		12,763,581
Stock based compensation				6,102,428			124,505	6,226,933
Change in foreign currency translation					70,026		68,305	138,331
Net loss						(12,963,467)	(220,729)	(13,184,196)
Issuance of common stock in exchange for consulting, professional and other services			$ 6	105,091				105,097
Issuance of common stock in exchange for consulting, professional and other services, shares			6,000
Balance at Mar. 31, 2024	$ 1		$ 12,770	$ 116,403,497	$ (68,803)	$ (115,785,590)	$ 399,384	$ 961,259
Balance, shares at Mar. 31, 2024	1		12,769,581

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities of continuing operations:
Net loss	$ (13,184,196)	$ (4,465,353)
Adjustments to reconcile net loss to cash used in operating activities:
Stock based compensation and services	6,840,202	1,128,845
Depreciation and amortization	31,912	4,015
Interest expense	202,691
Fair value adjustments	(187,489)
Other non-cash expenses		14,015
Changes in operating assets and liabilities:
Accounts receivable		(3)
Inventories	(21,889)
Taxes recoverable	39,825	(538)
Deposits and advances	(30,769)	(2,736)
Accounts payable and accrued expenses	237,726	(338,993)
Other noncurrent liabilities	(31,277)	(2,679)
Net cash provided (used) by operating activities	(6,103,264)	(3,663,428)
Cash flows from investing activities:
Acquisition of capital assets	(5,855,859)	(1,275,972)
Increase in intangible assets	(199,676)
Net cash used in investing activities	(6,055,535)	(1,275,972)
Cash flows from financing activities:
Net proceeds from sale of common stock		9,489,335
Proceeds from sale of subsidiary common stock to noncontrolling interests		75,000
Net cash provided by financing activities		9,564,335
Effect of exchange rates on cash and cash equivalents	138,337	82,290
Net increase (decrease) in cash and cash equivalents	(12,020,462)	4,707,226
Cash and cash equivalents at beginning of period	29,549,927	280,525
Cash and cash equivalents at end of period	$ 17,529,465	$ 4,987,751

ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business

Basis of Presentation and Principles of Consolidation

All material intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

Recent Accounting Pronouncements

(2) Identified and corrected errors in the right of use assets - operating leases related to the extension of existing operating lease contract.

(3) Identified bonuses payable to senior executives that were incurred but not accounted for in the fiscal year ended December 31, 2024 and December 31, 2023, respectively.

ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(5) Identified and corrected an amount previously considered as a commission to be paid arising from the Royalty Agreement. The Royalty Agreement was not subject to any commissions payable.

SCHEDULE OF CONDENSED BALANCE SHEET

	As Previously Reported			Adjustments			Description of Adjustments		As Restated
CONSOLIDATED BALANCE SHEETS	March 31, 2024
	As Previously Reported			Adjustments			Description of Adjustments		As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	17,529,465		$	-				$	17,529,465
Inventories		21,889			-					21,889
Taxes recoverable		10,999			-					10,999
Prepaid and other current assets		144,674			-					144,674
Total current assets		17,707,027			-					17,707,027
Property and equipment, net		12,080,306			7,253,155			(1)		19,333,461
Intangible assets, net		7,498,608			(7,253,155	)		(1)		245,453
Right of use assets - operating leases, net		412,712			(108,990	)		(2)		303,722
Total assets		37,698,653			(108,990	)				37,589,663

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		4,750,086			167,924			(3) (4)		4,918,010
Derivative liabilities		1,320,743			-					1,320,743
Convertible Debt		231,048			-					231,048
Related party notes and other payables		-			-					-
Operating lease liabilities		125,028			12,488			(2)		137,516
Other current liabilities		-			54,882			(4)		54,882
Total current liabilities		6,426,905			235,294					6,662,199
Convertible Debt		9,729,603			-					9,729,603
Operating lease liabilities		314,429			(105,133	)		(2)		209,296
Deferred other income		18,600,000			(1,400,000	)		(5)		20,000,000
Other noncurrent liabilities		27,306			-					27,306
Total liabilities		35,098,243			(1,530,161	)				36,628,404

Stockholders’ Equity:
Common stock		12,770			-					12,771
Additional paid-in capital		117,870,041			(1,466,544	)		(5)		116,403,497
Accumulated other comprehensive loss		(1,049,745	)		980,942			(6)		(68,803	)
Accumulated deficit		(114,627,986	)		(1,157,604	)		(2)(3)(5)(6)		(115,785,590	)
Total Atlas Lithium Co. stockholders’ equity		2,205,081			(1,643,206	)				561,875
Non-controlling interest		395,329			4,055			(7)		399,384
Total stockholders’ equity		2,600,410			(1,639,151	)				961,259
Total liabilities and stockholders’ equity		37,698,653			(108,990	)				37,589,663

ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

	As Previously Reported			Adjustments			Description of Adjustments		As Restated
CONSOLIDATED BALANCE SHEETS	December 31, 2023
	As Previously Reported			Adjustments			Description of Adjustments		As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	29,549,927		$	-				$	29,549,927
Taxes recoverable		50,824			-					50,824
Prepaid and other current assets		113,905			-					113,905
Total current assets		29,714,656			-					29,714,656
Property and equipment, net		6,407,735			7,069,867			(1)		13,477,602
Intangible assets, net		7,115,644			(7,069,867	)		(1)		45,777
Right of use assets - operating leases, net		444,624			(108,990	)		(2)		335,634
Investments		-			-					-
Total assets		43,682,659			(108,990	)				43,573,669

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		4,487,647			181,210			(3)		4,668,857
Derivative liabilities		1,000,060			-					1,000,060
Convertible Debt		67,024			-					67,024
Related party notes and other payables		-			-					-
Operating lease liabilities		114,994			12,488			(2)		127,482
Other current liabilities		-			41,596			(4)		41,596
Total current liabilities		5,669,725			235,294					5,905,019
Convertible Debt		9,703,700			-					9,703,700
Operating lease liabilities		336,411			(105,133	)		(2)		231,278
Deferred other income		18,600,000			1,400,000			(5)		20,000,000
Other noncurrent liabilities		58,579			-					58,579
Total liabilities		34,368,415			1,530,161					35,898,576

Stockholders’ Equity:
Common stock		12,765			-					12,765
Additional paid-in capital		111,662,522			(1,466,544	)		(5)		110,195,978
Accumulated other comprehensive loss		(1,119,771	)		980,942			(6)		(138,829	)
Accumulated deficit		(101,664,519	)		1,157,604			(2)(3)(5)(6)		(102,822,123	)
Total Atlas Lithium Co. stockholders’ equity		8,890,997			(1,643,206	)				7,247,791
Non-controlling interest		423,247			4,055			(7)		427,302
Total stockholders’ equity		9,314,244			(1,639,151	)				7,675,093
Total liabilities and stockholders’ equity		43,682,659			(108,990	)				43,573,669

ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Additionally, the Company made the following adjustments to our condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024:

(i)

Identified and corrected errors in the calculation of the Weighted-average number of common shares outstanding previously using the simple average instead of the weighted average.

	As Previously Reported			Adjustments		Description of Adjustments	As restated

Net loss attributable to Atlas Lithium Corporation stockholders		(12,963,467	)		-			(12,963,467	)

Basic and diluted loss per share
Net loss per share attributable to Atlas Lithium Corporation common stockholders		(1.29	)		0.27	(i)		(1.02	)

Weighted-average number of common shares outstanding:
Basic and diluted		10,065,572			2,703,812	(i)		12,769,383

COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

3 Months Ended

Mar. 31, 2024

Composition Of Certain Financial Statement Items

COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

Property and Equipment – As restated

The following table sets forth the components of the Company’s property and equipment at March 31, 2024 and December 31, 2023:

SCHEDULE OF PROPERTY AND EQUIPMENT

	March 31, 2024 – As restated						December 31, 2023 – As restated
			Accumulated		Net Book				Accumulated		Net Book
	Cost		Depreciation		Value		Cost		Depreciation		Value
Capital assets subject to depreciation:
Mining Rights		7,253,155		-		7,253,155		7,069,867		-		7,069,867
Land		361,674		-		361,674		361,674		-		361,674
Prepaid Assets (CIP)		11,718,632		-		11,718,632		6,046,061		-		6,046,061
Total fixed assets	$	19,333,461	$	-	$	19,333,461	$	13,477,602	$	-	$	13,477,602

	●	Payment of $400,000, which payment took place on January 19, 2023, and
	●	Issuance of $750,000 worth of restricted shares of common stock of the Company which took place on February 1, 2023;

As of March 31, 2024, there are no outstanding commitments related to this transaction.

Accounts Payable and Accrued Liabilities

	March 31, 2024		December 31, 2023
As restated	As restated
Accounts payable and other accruals	$	4,868,950	$	3,588,074
Mineral rights payable		49,060		1,080,783
Total	$	4,918,010	$	4,668,857

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

Leases

Finance Leases

For the reporting period ended March 31, 2024, no financial leases meeting the criteria outlined in ASC 842 have been identified.

Operating Leases

SCHEDULE OF OPERATING LEASE LIABILITY

Lease liabilities at December 31, 2023 – as restated	$	358,760
Additions	$	-
Interest expense	$	4,153
Lease payments	$	(24,713	)
Foreign exchange		8,612
Lease liabilities at March 31, 2024 – as restated	$	346,812

Current portion	$	137,516
Non-current portion	$	209,296

The maturity of the lease liabilities (contractual undiscounted cash flows) is presented in the table below:


Less than one year	$	151,035
Year 2	$	153,313
Year 3	$	78,926
Year 4	$	-
Total contractual undiscounted cash flows – as restated	$	383,274

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

Convertible Debt

SCHEDULE OF CONVERTIBLE DEBT

	March 31, 2024		December 31, 2023
Due to Nanyang Investment Management Pte Ltd		5,976,390		5,862,434
Due to Jaeger Investments Pty Ltd		1,992,130		1,954,145
Due to Modha Reena Bhasker		996,065		977,072
Due to Clipper Group Limited		996,065		977,072
Total convertible debt	$	9,960,651	$	9,770,724
Current portion	$	231,048	$	67,024
Non-current portion	$	9,729,603	$	9,703,700

-	Maturity date: 36 months as from the date of issuance;
-	Principal repayment terms: due on maturity;
-	Interest rate: 6.5% per annum;
-	Interest payment terms: due semiannually in arrears until maturity, unless converted or redeemed earlier and payable at the election of the holder in cash, in shares of common stock, or in any combination thereof;
-	Conversion right: the holder retains a right to convert all or any portion of the note into shares of the Company’s Common Stock at the Conversion Price up until the maturity date; and
-	Conversion Price: US$28.225/share
-	Redemption right: the Company shall vest a right to redeem the convertible notes if and when (i) twelve months have passed since the loan origination and (ii) the volume weighted average price exceeded 125% of the conversion price for 5 trading days within a 20 day trading period. However, if the Company notifies the holder of its election to redeem the convertible note, the holder may then convert immediately at the conversion price.

Derivative Liabilities

SCHEDULE OF DERIVATIVE LIABILITIES

	March 31, 2024		December 31, 2023
Derivative liability – conversion feature on the convertible debt		298,815		486,303
Derivative liability – other stock incentives		1,021,928		513,757
Total derivative liabilities	$	1,320,743	$	1,000,060

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

a) Derivative liability – embedded conversion feature on convertible debt

At December 31, 2023, the fair value of the embedded conversion feature was determined to be $486,304 using a Black-Scholes collar option pricing model with the following assumptions:

	Value cap			Value floor
	December 31, 2023			December 31, 2023
Measurement date
Number of options		354,297			354,297
Stock price at fair value measurement date	$	31.2800		$	31.2800
Exercise price	$	28.2250		$	35.2813
Expected volatility		99.42	%		99.42	%
Risk-free interest rate		3.97	%		3.97	%
Dividend yield		0.00	%		0.00	%
Expected term (years)		2.85			2.85

At March 31, 2024, the fair value of the embedded conversion feature was determined to be $298,815 using a Black-Scholes collar option pricing model with the following assumptions:

	Value cap			Value floor
	March 31, 2024			March 31, 2024
Measurement date
Number of options		354,297			354,297
Stock price at fair value measurement date	$	17.0200		$	17.0200
Exercise price	$	28.2250		$	35.2813
Expected volatility		97.37	%		97.37	%
Risk-free interest rate		4.40	%		4.40	%
Dividend yield		0.00	%		0.00	%
Expected term (years)		2.61			2.61

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

b) Derivative liability – other stock incentives

-	Tranche 3: when the Company achieves a $400 million market capitalization
-	Tranche 4: when the Company achieves a $500 million market capitalization
-	Tranche 5: when the Company achieves a $600 million market capitalization
-	Tranche 6: when the Company achieves a $800 million market capitalization
-	Tranche 7: when the Company achieves a $1.0 billion market capitalization

In accordance with FASB ASC 815, these RSU awards were classified as a liability, measured at fair value through profit or loss, and compensation expense is recognized over the expected term.

DEFERRED OTHER INCOME – As restated

3 Months Ended

Mar. 31, 2024

Revenue Recognition and Deferred Revenue [Abstract]

DEFERRED OTHER INCOME – As restated

NOTE 3 – DEFERRED OTHER INCOME – As restated

OTHER NONCURRENT LIABILITIES

3 Months Ended

Mar. 31, 2024

Other Liabilities Disclosure [Abstract]

OTHER NONCURRENT LIABILITIES

NOTE 4 – OTHER NONCURRENT LIABILITIES

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STOCKHOLDERS’ EQUITY

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 5 – STOCKHOLDERS’ EQUITY

Authorized Stock and Amendments

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY

As of December 31, 2023 and March 31, 2024, the Company had 200,000,000 authorized shares of common stock, with a par value of $0.001 per share.

Series A Preferred Stock

Series D Preferred Stock

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Three Months Ended March 31, 2023 Transactions

Three Months Ended March 31, 2024 Transactions

During the three months ended March 31, 2024, the Company issued 6,000 shares of Common Stock in settlement of restricted stock units that vested in the period.

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Common Stock Options

	March 31, 2024			March 31, 2023
Expected volatility		145.69% – 191.10	%		319.95% – 457.74	%
Risk-free interest rate		3.78% – 4.79	%		1.44% – 2.56	%
Stock price on date of grant		$31.28 –$31.28			$0.75 – $6.4125
Dividend yield		0.00	%		0.00	%
Illiquidity discount		-	%		75	%
Expected term		1 to 5 years			4.8 to 5 years

Changes in common stock options for the three months ended March 31, 2024 and 2023 were as follows:

SCHEDULE OF COMMON STOCK OUTSTANDING

	Number of Options Outstanding and Vested		Weighted Average Exercise Price		Remaining Contractual Life (Years)		Aggregated Intrinsic Value
Outstanding and vested, January 1, 2024		50,667	$	15.9474		2.15	$	1,228,972
Issued (1)		429,996		0.0077
Outstanding and vested, March 31, 2024		480,664	$	1.6879		8.41	$	7,488,784

	Number of Options Outstanding and Vested		Weighted Average Exercise Price		Remaining Contractual Life (Years)		Aggregated Intrinsic Value
Outstanding and vested, January 1, 2023		178,672	$	0.1219		1.55	$	1,228,922
Issued (2)		40,000		7.00
Outstanding and vested, March 31, 2023		218,672	$	1.3801		1.59	$	3,483,431

1)	In the three months ended March 31, 2024, 429,996 common stock options were issued with a grant date fair value of $13,447,502.
2)	In the three months ended March 31, 2023, 40,000 common stock options were issued with a grant date fair value of $121,925.

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Series D Preferred Stock Options

	March 31, 2023
Expected volatility		140.04% – 154.42	%
Risk-free interest rate		3.42% - 3.99	%
Stock price on date of grant		$7.00 - $13.35
Dividend yield		0.00	%
Illiquidity discount		75	%
Expected term		5 years

Changes in Series D preferred stock options for the three months ended March 31, 2023 were as follows:

SCHEDULE OF PREFERRED STOCK

	Number of Options Outstanding and Vested		Weighted Average Exercise Price(a)		Remaining Contractual Life (Years)		Aggregated Intrinsic Value
Outstanding and vested, January 1, 2023		72,000	$	0.10		8.94	$	6,712,800
Issued (1)		9,000		0.10
Outstanding and vested, March 31, 2023		81,000	$	0.10		8.82	$	19,840,200

(a)

Represents the exercise price required to purchase one share of Series D Stock, which is convertible into 13 and 1/3 shares of common stock at any time at the election of the holder.

1)	In the three months ended March 31, 2023, 9,000 Series D preferred stock options were issued with a total grant date fair value of $267,259.

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Common Stock Purchase Warrants

SCHEDULE OF WARRANT ASSUMPTION

	March 31, 2023
Expected volatility		127.17	%
Risk-free interest rate		3.54	%
Stock price on date of grant	$	8.10
Dividend yield		0.00	%
Expected term		5 years

Changes in common stock purchase warrants for the three months ended March 31, 2024 and March 31, 2023 were as follows:

SCHEDULE OF WARRANT ACTIVITY

Number of Warrants Outstanding and Vested

Weighted Average Exercise Price

Weighted Average Contractual Life (Years)

Aggregated Intrinsic

Value

Outstanding and vested, January 1, 2024

55,671

10.6087

1.34-

1,152,654.00

Outstanding and vested, March 31, 2024

55,671

10.6087

1.10

402,668.00

	Number of Warrants Outstanding and Vested		Weighted Average Exercise Price		Weighted Average Contractual Life (Years)		Aggregated Intrinsic Value
Outstanding and vested, January 1, 2023		321,759	$	12.8634		1.30-	$	-
Warrants issued (1)		33,750		7.50
Outstanding and vested, March 31, 2023		355,509	$	12.3542		1.61	$	-

1)	The warrants issued in the three months ended March 31, 2023 had a total grant date fair value of $147,848.

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Restricted Stock Units (“RSUs”)

Changes in RSUs for the three months ended March 31, 2024 and March 31, 2023 were as follows:

	Number of RSUs Outstanding
Outstanding at January 1, 2024		1,040,017
Granted (1)		6,000
Vested (2)		(6,000	)
Expired (3)		(10,000	)
Outstanding at March 31, 2024		1,030,017

	Number of RSUs Outstanding
Outstanding at January 1, 2023	-
Granted (4)		133,021
Vested (5)		(32,002	)
Outstanding at March 31, 2023		101,019

1)	6,000 RSUs vested immediately upon grant and were issued with a total grant date fair value of $105,097 as measured at $17.52/share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted.
2)	6,000 RSUs vested and were settled through the issuance of 6,000 shares of Common Stock.
3)	10,000 RSUs were cancelled without vesting since the performance conditions for vesting were not met.
4)	133,021 RSUs were granted to directors, officers, and consultants of the Company, with a total grant date fair value of $1,002,449 as measured at $7.54/share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted, as follows: (i) 53,257 RSUs which immediately vested upon grant, (ii) 63,764 RSUs with time-based vesting in equal annual installments over three years, and (iii) 16,000 RSUs with time-based vesting in equal annual installments over four years.
5)	32,002 RSUs vested and were settled through the issuance of 32,002 shares of Common Stock.

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

Other stock incentives measured at fair value through profit or loss

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Rental Commitment

The following table summarizes certain of Atlas’s contractual obligations at March 31, 2024 (in thousands):

SCHEDULE OF CONTRACTUAL OBLIGATIONS

	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Lithium processing plant construction (1)	$	2,583,260	$	2,583,260	$	-	$	-	$	-
Land acquisition (2)		2,743,105		2,743,105		-		-		-
Total		5,281,365		5,281,365		-		-		-

(1)	Lithium processing plant construction obligations are related to agreements with suppliers contracted for the construction of the processing plant, with the majority of payments due upon delivery.
(2)	Land acquisition obligations are related to land purchase agreements.

Please see commitments related to Leases in Note 2.

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

The Company’s related parties include:

SCHEDULE OF RELATED PARTIES

Martin Rowley		Martin Rowley is a senior advisor to the Company. In 2023, the Company entered into a Convertible Note Purchase Agreement with Martin Rowley relating to the issuance to Martin Rowley along with other experienced lithium investors of convertible notes. Martin Rowley is the father of Nick Rowley, the Company’s VP Business Development.

Jaeger Investments Pty Ltd (“Jaeger”)		Jaeger Investments Pty Ltd is a corporation in which senior advisor, Martin Rowley, is a controlling shareholder.

RTEK International DMCC (“RTEK”)		RTEK International DMCC is a corporation in which the VP Business Development of the Company, Nick Rowley, and Brian Talbot, our Chief Operating Officer and a member of the Board of Directors as of April , 2024 are controlling shareholders.

Shenzhen Chengxin Lithium Group Co., Ltd		Shenzhen Chengxin Lithium Group Co., Ltd is a non-controlling shareholder.

Sichuan Yahua Industrial Group Co., Ltd		Sichuan Yahua Industrial Group Co., Ltd, is a non-controlling shareholder.

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – RELATED PARTY TRANSACTIONS (CONTINUED)

The related parties outstanding amounts and expenses as of March 31, 2024 and December 31, 2023 are shown below:

	March 31, 2024				December 31, 2023
	Accounts Payable / Debt		Expenses / Payments		Accounts Payable / Debt		Expenses / Payments
RTEK International	$	-	$	724,193	$	-	$	1,449,000
Jaeger Investments Pty Ltd.	$	1,992,130	$	32,802	$	1,954,145	$	13,405
Total	$	1,992,130	$	756,995	$	1,954,145	$	1,462,405

In the course of preparing consolidated financial statements, we eliminate the effects of various transactions conducted between Atlas and its subsidiaries and among the subsidiaries.

Jupiter Gold Corporation

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – RELATED PARTY TRANSACTIONS (CONTINUED)

Apollo Resource Corporation

RISKS AND UNCERTAINTIES

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

RISKS AND UNCERTAINTIES

NOTE 8 – RISKS AND UNCERTAINTIES

Currency Risk

ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

Registered Offering

Offtake Agreement

ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

Organization and Description of Business

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

All material intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

Recent Accounting Pronouncements

Recent Accounting Pronouncements

(2) Identified and corrected errors in the right of use assets - operating leases related to the extension of existing operating lease contract.

(3) Identified bonuses payable to senior executives that were incurred but not accounted for in the fiscal year ended December 31, 2024 and December 31, 2023, respectively.

ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(5) Identified and corrected an amount previously considered as a commission to be paid arising from the Royalty Agreement. The Royalty Agreement was not subject to any commissions payable.

SCHEDULE OF CONDENSED BALANCE SHEET

	As Previously Reported			Adjustments			Description of Adjustments		As Restated
CONSOLIDATED BALANCE SHEETS	March 31, 2024
	As Previously Reported			Adjustments			Description of Adjustments		As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	17,529,465		$	-				$	17,529,465
Inventories		21,889			-					21,889
Taxes recoverable		10,999			-					10,999
Prepaid and other current assets		144,674			-					144,674
Total current assets		17,707,027			-					17,707,027
Property and equipment, net		12,080,306			7,253,155			(1)		19,333,461
Intangible assets, net		7,498,608			(7,253,155	)		(1)		245,453
Right of use assets - operating leases, net		412,712			(108,990	)		(2)		303,722
Total assets		37,698,653			(108,990	)				37,589,663

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		4,750,086			167,924			(3) (4)		4,918,010
Derivative liabilities		1,320,743			-					1,320,743
Convertible Debt		231,048			-					231,048
Related party notes and other payables		-			-					-
Operating lease liabilities		125,028			12,488			(2)		137,516
Other current liabilities		-			54,882			(4)		54,882
Total current liabilities		6,426,905			235,294					6,662,199
Convertible Debt		9,729,603			-					9,729,603
Operating lease liabilities		314,429			(105,133	)		(2)		209,296
Deferred other income		18,600,000			(1,400,000	)		(5)		20,000,000
Other noncurrent liabilities		27,306			-					27,306
Total liabilities		35,098,243			(1,530,161	)				36,628,404

Stockholders’ Equity:
Common stock		12,770			-					12,771
Additional paid-in capital		117,870,041			(1,466,544	)		(5)		116,403,497
Accumulated other comprehensive loss		(1,049,745	)		980,942			(6)		(68,803	)
Accumulated deficit		(114,627,986	)		(1,157,604	)		(2)(3)(5)(6)		(115,785,590	)
Total Atlas Lithium Co. stockholders’ equity		2,205,081			(1,643,206	)				561,875
Non-controlling interest		395,329			4,055			(7)		399,384
Total stockholders’ equity		2,600,410			(1,639,151	)				961,259
Total liabilities and stockholders’ equity		37,698,653			(108,990	)				37,589,663

ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

	As Previously Reported			Adjustments			Description of Adjustments		As Restated
CONSOLIDATED BALANCE SHEETS	December 31, 2023
	As Previously Reported			Adjustments			Description of Adjustments		As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	29,549,927		$	-				$	29,549,927
Taxes recoverable		50,824			-					50,824
Prepaid and other current assets		113,905			-					113,905
Total current assets		29,714,656			-					29,714,656
Property and equipment, net		6,407,735			7,069,867			(1)		13,477,602
Intangible assets, net		7,115,644			(7,069,867	)		(1)		45,777
Right of use assets - operating leases, net		444,624			(108,990	)		(2)		335,634
Investments		-			-					-
Total assets		43,682,659			(108,990	)				43,573,669

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		4,487,647			181,210			(3)		4,668,857
Derivative liabilities		1,000,060			-					1,000,060
Convertible Debt		67,024			-					67,024
Related party notes and other payables		-			-					-
Operating lease liabilities		114,994			12,488			(2)		127,482
Other current liabilities		-			41,596			(4)		41,596
Total current liabilities		5,669,725			235,294					5,905,019
Convertible Debt		9,703,700			-					9,703,700
Operating lease liabilities		336,411			(105,133	)		(2)		231,278
Deferred other income		18,600,000			1,400,000			(5)		20,000,000
Other noncurrent liabilities		58,579			-					58,579
Total liabilities		34,368,415			1,530,161					35,898,576

Stockholders’ Equity:
Common stock		12,765			-					12,765
Additional paid-in capital		111,662,522			(1,466,544	)		(5)		110,195,978
Accumulated other comprehensive loss		(1,119,771	)		980,942			(6)		(138,829	)
Accumulated deficit		(101,664,519	)		1,157,604			(2)(3)(5)(6)		(102,822,123	)
Total Atlas Lithium Co. stockholders’ equity		8,890,997			(1,643,206	)				7,247,791
Non-controlling interest		423,247			4,055			(7)		427,302
Total stockholders’ equity		9,314,244			(1,639,151	)				7,675,093
Total liabilities and stockholders’ equity		43,682,659			(108,990	)				43,573,669

ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Additionally, the Company made the following adjustments to our condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024:

(i)

Identified and corrected errors in the calculation of the Weighted-average number of common shares outstanding previously using the simple average instead of the weighted average.

	As Previously Reported			Adjustments		Description of Adjustments	As restated

Net loss attributable to Atlas Lithium Corporation stockholders		(12,963,467	)		-			(12,963,467	)

Basic and diluted loss per share
Net loss per share attributable to Atlas Lithium Corporation common stockholders		(1.29	)		0.27	(i)		(1.02	)

Weighted-average number of common shares outstanding:
Basic and diluted		10,065,572			2,703,812	(i)		12,769,383

ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SCHEDULE OF CONDENSED BALANCE SHEET

	As Previously Reported			Adjustments			Description of Adjustments		As Restated
CONSOLIDATED BALANCE SHEETS	March 31, 2024
	As Previously Reported			Adjustments			Description of Adjustments		As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	17,529,465		$	-				$	17,529,465
Inventories		21,889			-					21,889
Taxes recoverable		10,999			-					10,999
Prepaid and other current assets		144,674			-					144,674
Total current assets		17,707,027			-					17,707,027
Property and equipment, net		12,080,306			7,253,155			(1)		19,333,461
Intangible assets, net		7,498,608			(7,253,155	)		(1)		245,453
Right of use assets - operating leases, net		412,712			(108,990	)		(2)		303,722
Total assets		37,698,653			(108,990	)				37,589,663

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		4,750,086			167,924			(3) (4)		4,918,010
Derivative liabilities		1,320,743			-					1,320,743
Convertible Debt		231,048			-					231,048
Related party notes and other payables		-			-					-
Operating lease liabilities		125,028			12,488			(2)		137,516
Other current liabilities		-			54,882			(4)		54,882
Total current liabilities		6,426,905			235,294					6,662,199
Convertible Debt		9,729,603			-					9,729,603
Operating lease liabilities		314,429			(105,133	)		(2)		209,296
Deferred other income		18,600,000			(1,400,000	)		(5)		20,000,000
Other noncurrent liabilities		27,306			-					27,306
Total liabilities		35,098,243			(1,530,161	)				36,628,404

Stockholders’ Equity:
Common stock		12,770			-					12,771
Additional paid-in capital		117,870,041			(1,466,544	)		(5)		116,403,497
Accumulated other comprehensive loss		(1,049,745	)		980,942			(6)		(68,803	)
Accumulated deficit		(114,627,986	)		(1,157,604	)		(2)(3)(5)(6)		(115,785,590	)
Total Atlas Lithium Co. stockholders’ equity		2,205,081			(1,643,206	)				561,875
Non-controlling interest		395,329			4,055			(7)		399,384
Total stockholders’ equity		2,600,410			(1,639,151	)				961,259
Total liabilities and stockholders’ equity		37,698,653			(108,990	)				37,589,663

ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

	As Previously Reported			Adjustments			Description of Adjustments		As Restated
CONSOLIDATED BALANCE SHEETS	December 31, 2023
	As Previously Reported			Adjustments			Description of Adjustments		As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	29,549,927		$	-				$	29,549,927
Taxes recoverable		50,824			-					50,824
Prepaid and other current assets		113,905			-					113,905
Total current assets		29,714,656			-					29,714,656
Property and equipment, net		6,407,735			7,069,867			(1)		13,477,602
Intangible assets, net		7,115,644			(7,069,867	)		(1)		45,777
Right of use assets - operating leases, net		444,624			(108,990	)		(2)		335,634
Investments		-			-					-
Total assets		43,682,659			(108,990	)				43,573,669

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		4,487,647			181,210			(3)		4,668,857
Derivative liabilities		1,000,060			-					1,000,060
Convertible Debt		67,024			-					67,024
Related party notes and other payables		-			-					-
Operating lease liabilities		114,994			12,488			(2)		127,482
Other current liabilities		-			41,596			(4)		41,596
Total current liabilities		5,669,725			235,294					5,905,019
Convertible Debt		9,703,700			-					9,703,700
Operating lease liabilities		336,411			(105,133	)		(2)		231,278
Deferred other income		18,600,000			1,400,000			(5)		20,000,000
Other noncurrent liabilities		58,579			-					58,579
Total liabilities		34,368,415			1,530,161					35,898,576

Stockholders’ Equity:
Common stock		12,765			-					12,765
Additional paid-in capital		111,662,522			(1,466,544	)		(5)		110,195,978
Accumulated other comprehensive loss		(1,119,771	)		980,942			(6)		(138,829	)
Accumulated deficit		(101,664,519	)		1,157,604			(2)(3)(5)(6)		(102,822,123	)
Total Atlas Lithium Co. stockholders’ equity		8,890,997			(1,643,206	)				7,247,791
Non-controlling interest		423,247			4,055			(7)		427,302
Total stockholders’ equity		9,314,244			(1,639,151	)				7,675,093
Total liabilities and stockholders’ equity		43,682,659			(108,990	)				43,573,669

SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Additionally, the Company made the following adjustments to our condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024:

(i)

Identified and corrected errors in the calculation of the Weighted-average number of common shares outstanding previously using the simple average instead of the weighted average.

	As Previously Reported			Adjustments		Description of Adjustments	As restated

Net loss attributable to Atlas Lithium Corporation stockholders		(12,963,467	)		-			(12,963,467	)

Basic and diluted loss per share
Net loss per share attributable to Atlas Lithium Corporation common stockholders		(1.29	)		0.27	(i)		(1.02	)

Weighted-average number of common shares outstanding:
Basic and diluted		10,065,572			2,703,812	(i)		12,769,383

COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (Tables)

3 Months Ended

Mar. 31, 2024

Offsetting Assets [Line Items]

SCHEDULE OF PROPERTY AND EQUIPMENT

The following table sets forth the components of the Company’s property and equipment at March 31, 2024 and December 31, 2023:

SCHEDULE OF PROPERTY AND EQUIPMENT

	March 31, 2024 – As restated						December 31, 2023 – As restated
			Accumulated		Net Book				Accumulated		Net Book
	Cost		Depreciation		Value		Cost		Depreciation		Value
Capital assets subject to depreciation:
Mining Rights		7,253,155		-		7,253,155		7,069,867		-		7,069,867
Land		361,674		-		361,674		361,674		-		361,674
Prepaid Assets (CIP)		11,718,632		-		11,718,632		6,046,061		-		6,046,061
Total fixed assets	$	19,333,461	$	-	$	19,333,461	$	13,477,602	$	-	$	13,477,602

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts Payable and Accrued Liabilities

	March 31, 2024		December 31, 2023
As restated	As restated
Accounts payable and other accruals	$	4,868,950	$	3,588,074
Mineral rights payable		49,060		1,080,783
Total	$	4,918,010	$	4,668,857

SCHEDULE OF OPERATING LEASE LIABILITY

Lease liabilities at December 31, 2023 – as restated	$	358,760
Additions	$	-
Interest expense	$	4,153
Lease payments	$	(24,713	)
Foreign exchange		8,612
Lease liabilities at March 31, 2024 – as restated	$	346,812

Current portion	$	137,516
Non-current portion	$	209,296

SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS

The maturity of the lease liabilities (contractual undiscounted cash flows) is presented in the table below:


Less than one year	$	151,035
Year 2	$	153,313
Year 3	$	78,926
Year 4	$	-
Total contractual undiscounted cash flows – as restated	$	383,274

SCHEDULE OF CONVERTIBLE DEBT

	March 31, 2024		December 31, 2023
Due to Nanyang Investment Management Pte Ltd		5,976,390		5,862,434
Due to Jaeger Investments Pty Ltd		1,992,130		1,954,145
Due to Modha Reena Bhasker		996,065		977,072
Due to Clipper Group Limited		996,065		977,072
Total convertible debt	$	9,960,651	$	9,770,724
Current portion	$	231,048	$	67,024
Non-current portion	$	9,729,603	$	9,703,700

SCHEDULE OF DERIVATIVE LIABILITIES

	March 31, 2024		December 31, 2023
Derivative liability – conversion feature on the convertible debt		298,815		486,303
Derivative liability – other stock incentives		1,021,928		513,757
Total derivative liabilities	$	1,320,743	$	1,000,060

SCHEDULE OF FAIR VALUE EMBEDDED CONVERSION PRICING MODEL ASSUMPTION

SCHEDULE OF WARRANT ASSUMPTION

	March 31, 2023
Expected volatility		127.17	%
Risk-free interest rate		3.54	%
Stock price on date of grant	$	8.10
Dividend yield		0.00	%
Expected term		5 years

Embedded Derivative Financial Instruments [Member]

Offsetting Assets [Line Items]

SCHEDULE OF FAIR VALUE EMBEDDED CONVERSION PRICING MODEL ASSUMPTION

At December 31, 2023, the fair value of the embedded conversion feature was determined to be $486,304 using a Black-Scholes collar option pricing model with the following assumptions:

	Value cap			Value floor
	December 31, 2023			December 31, 2023
Measurement date
Number of options		354,297			354,297
Stock price at fair value measurement date	$	31.2800		$	31.2800
Exercise price	$	28.2250		$	35.2813
Expected volatility		99.42	%		99.42	%
Risk-free interest rate		3.97	%		3.97	%
Dividend yield		0.00	%		0.00	%
Expected term (years)		2.85			2.85

At March 31, 2024, the fair value of the embedded conversion feature was determined to be $298,815 using a Black-Scholes collar option pricing model with the following assumptions:

	Value cap			Value floor
	March 31, 2024			March 31, 2024
Measurement date
Number of options		354,297			354,297
Stock price at fair value measurement date	$	17.0200		$	17.0200
Exercise price	$	28.2250		$	35.2813
Expected volatility		97.37	%		97.37	%
Risk-free interest rate		4.40	%		4.40	%
Dividend yield		0.00	%		0.00	%
Expected term (years)		2.61			2.61

STOCKHOLDERS’ EQUITY (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL

	March 31, 2024			March 31, 2023
Expected volatility		145.69% – 191.10	%		319.95% – 457.74	%
Risk-free interest rate		3.78% – 4.79	%		1.44% – 2.56	%
Stock price on date of grant		$31.28 –$31.28			$0.75 – $6.4125
Dividend yield		0.00	%		0.00	%
Illiquidity discount		-	%		75	%
Expected term		1 to 5 years			4.8 to 5 years

SCHEDULE OF COMMON STOCK OUTSTANDING

Changes in common stock options for the three months ended March 31, 2024 and 2023 were as follows:

SCHEDULE OF COMMON STOCK OUTSTANDING

	Number of Options Outstanding and Vested		Weighted Average Exercise Price		Remaining Contractual Life (Years)		Aggregated Intrinsic Value
Outstanding and vested, January 1, 2024		50,667	$	15.9474		2.15	$	1,228,972
Issued (1)		429,996		0.0077
Outstanding and vested, March 31, 2024		480,664	$	1.6879		8.41	$	7,488,784

	Number of Options Outstanding and Vested		Weighted Average Exercise Price		Remaining Contractual Life (Years)		Aggregated Intrinsic Value
Outstanding and vested, January 1, 2023		178,672	$	0.1219		1.55	$	1,228,922
Issued (2)		40,000		7.00
Outstanding and vested, March 31, 2023		218,672	$	1.3801		1.59	$	3,483,431

1)	In the three months ended March 31, 2024, 429,996 common stock options were issued with a grant date fair value of $13,447,502.
2)	In the three months ended March 31, 2023, 40,000 common stock options were issued with a grant date fair value of $121,925.

SCHEDULE OF OPTIONS FAIR VALUE ASSUMPTIONS

	March 31, 2023
Expected volatility		140.04% – 154.42	%
Risk-free interest rate		3.42% - 3.99	%
Stock price on date of grant		$7.00 - $13.35
Dividend yield		0.00	%
Illiquidity discount		75	%
Expected term		5 years

SCHEDULE OF PREFERRED STOCK

Changes in Series D preferred stock options for the three months ended March 31, 2023 were as follows:

SCHEDULE OF PREFERRED STOCK

	Number of Options Outstanding and Vested		Weighted Average Exercise Price(a)		Remaining Contractual Life (Years)		Aggregated Intrinsic Value
Outstanding and vested, January 1, 2023		72,000	$	0.10		8.94	$	6,712,800
Issued (1)		9,000		0.10
Outstanding and vested, March 31, 2023		81,000	$	0.10		8.82	$	19,840,200

(a)

Represents the exercise price required to purchase one share of Series D Stock, which is convertible into 13 and 1/3 shares of common stock at any time at the election of the holder.

1)	In the three months ended March 31, 2023, 9,000 Series D preferred stock options were issued with a total grant date fair value of $267,259.

SCHEDULE OF WARRANT ASSUMPTION

	March 31, 2023
Expected volatility		127.17	%
Risk-free interest rate		3.54	%
Stock price on date of grant	$	8.10
Dividend yield		0.00	%
Expected term		5 years

SCHEDULE OF WARRANT ACTIVITY

Changes in common stock purchase warrants for the three months ended March 31, 2024 and March 31, 2023 were as follows:

SCHEDULE OF WARRANT ACTIVITY

Number of Warrants Outstanding and Vested

Weighted Average Exercise Price

Weighted Average Contractual Life (Years)

Aggregated Intrinsic

Value

Outstanding and vested, January 1, 2024

55,671

10.6087

1.34-

1,152,654.00

Outstanding and vested, March 31, 2024

55,671

10.6087

1.10

402,668.00

	Number of Warrants Outstanding and Vested		Weighted Average Exercise Price		Weighted Average Contractual Life (Years)		Aggregated Intrinsic Value
Outstanding and vested, January 1, 2023		321,759	$	12.8634		1.30-	$	-
Warrants issued (1)		33,750		7.50
Outstanding and vested, March 31, 2023		355,509	$	12.3542		1.61	$	-

1)	The warrants issued in the three months ended March 31, 2023 had a total grant date fair value of $147,848.

SCHEDULE OF CHANGE IN RESTRICTED STOCK UNITS

Changes in RSUs for the three months ended March 31, 2024 and March 31, 2023 were as follows:

	Number of RSUs Outstanding
Outstanding at January 1, 2024		1,040,017
Granted (1)		6,000
Vested (2)		(6,000	)
Expired (3)		(10,000	)
Outstanding at March 31, 2024		1,030,017

	Number of RSUs Outstanding
Outstanding at January 1, 2023	-
Granted (4)		133,021
Vested (5)		(32,002	)
Outstanding at March 31, 2023		101,019

1)	6,000 RSUs vested immediately upon grant and were issued with a total grant date fair value of $105,097 as measured at $17.52/share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted.
2)	6,000 RSUs vested and were settled through the issuance of 6,000 shares of Common Stock.
3)	10,000 RSUs were cancelled without vesting since the performance conditions for vesting were not met.
4)	133,021 RSUs were granted to directors, officers, and consultants of the Company, with a total grant date fair value of $1,002,449 as measured at $7.54/share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted, as follows: (i) 53,257 RSUs which immediately vested upon grant, (ii) 63,764 RSUs with time-based vesting in equal annual installments over three years, and (iii) 16,000 RSUs with time-based vesting in equal annual installments over four years.
5)	32,002 RSUs vested and were settled through the issuance of 32,002 shares of Common Stock.

COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

SCHEDULE OF CONTRACTUAL OBLIGATIONS

The following table summarizes certain of Atlas’s contractual obligations at March 31, 2024 (in thousands):

SCHEDULE OF CONTRACTUAL OBLIGATIONS

	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Lithium processing plant construction (1)	$	2,583,260	$	2,583,260	$	-	$	-	$	-
Land acquisition (2)		2,743,105		2,743,105		-		-		-
Total		5,281,365		5,281,365		-		-		-

(1)	Lithium processing plant construction obligations are related to agreements with suppliers contracted for the construction of the processing plant, with the majority of payments due upon delivery.
(2)	Land acquisition obligations are related to land purchase agreements.

RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2024

SCHEDULE OF RELATED PARTIES

The Company’s related parties include:

SCHEDULE OF RELATED PARTIES

Martin Rowley		Martin Rowley is a senior advisor to the Company. In 2023, the Company entered into a Convertible Note Purchase Agreement with Martin Rowley relating to the issuance to Martin Rowley along with other experienced lithium investors of convertible notes. Martin Rowley is the father of Nick Rowley, the Company’s VP Business Development.

Jaeger Investments Pty Ltd (“Jaeger”)		Jaeger Investments Pty Ltd is a corporation in which senior advisor, Martin Rowley, is a controlling shareholder.

RTEK International DMCC (“RTEK”)		RTEK International DMCC is a corporation in which the VP Business Development of the Company, Nick Rowley, and Brian Talbot, our Chief Operating Officer and a member of the Board of Directors as of April , 2024 are controlling shareholders.

Shenzhen Chengxin Lithium Group Co., Ltd		Shenzhen Chengxin Lithium Group Co., Ltd is a non-controlling shareholder.

Sichuan Yahua Industrial Group Co., Ltd		Sichuan Yahua Industrial Group Co., Ltd, is a non-controlling shareholder.

The related parties outstanding amounts and expenses as of March 31, 2024 and December 31, 2023 are shown below:

	March 31, 2024				December 31, 2023
	Accounts Payable / Debt		Expenses / Payments		Accounts Payable / Debt		Expenses / Payments
RTEK International	$	-	$	724,193	$	-	$	1,449,000
Jaeger Investments Pty Ltd.	$	1,992,130	$	32,802	$	1,954,145	$	13,405
Total	$	1,992,130	$	756,995	$	1,954,145	$	1,462,405

SCHEDULE OF CONDENSED BALANCE SHEET (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 17,529,465	$ 29,549,927
Inventories	21,889
Taxes recoverable	10,999	50,824
Prepaid and other current assets	144,674	113,905
Total current assets	17,707,027	29,714,656
Property and equipment, net	19,333,461	13,477,602
Intangible assets, net	245,453	45,777
Right of use assets - operating leases, net	303,722	335,634
Total assets	37,589,663	43,573,669
Current liabilities:
Accounts payable and accrued expenses	4,918,010	4,668,857
Derivative liabilities	1,320,743	1,000,060
Convertible Debt	231,048	67,024
Operating lease liabilities	137,516	127,482
Other current liabilities	54,882	41,596
Total current liabilities	6,662,199	5,905,019
Convertible Debt	9,729,603	9,703,700
Operating lease liabilities	209,296	231,278
Deferred other income	20,000,000	20,000,000
Other noncurrent liabilities	27,306	58,579
Total liabilities	36,628,404	35,898,576
Stockholders’ Equity:
Common stock	12,770	12,764
Additional paid-in capital	116,403,497	110,195,978
Accumulated other comprehensive loss	(68,803)	(138,829)
Accumulated deficit	(115,785,590)	(102,822,123)
Total Atlas Lithium Co. stockholders’ equity	561,875	7,247,791
Non-controlling interest	399,384	427,302
Total stockholders’ equity	961,259	7,675,093	$ 8,502,258	$ 1,458,124
Total liabilities and stockholders’ equity	37,589,663	43,573,669
Previously Reported [Member]
Current assets:
Cash and cash equivalents	17,529,465	29,549,927
Inventories	21,889
Taxes recoverable	10,999	50,824
Prepaid and other current assets	144,674	113,905
Total current assets	17,707,027	29,714,656
Property and equipment, net	12,080,306	6,407,735
Intangible assets, net	7,498,608	7,115,644
Right of use assets - operating leases, net	412,712	444,624
Total assets	37,698,653	43,682,659
Current liabilities:
Accounts payable and accrued expenses	4,750,086	4,487,647
Derivative liabilities	1,320,743	1,000,060
Convertible Debt	231,048	67,024
Operating lease liabilities	125,028	114,994
Other current liabilities
Total current liabilities	6,426,905	5,669,725
Convertible Debt	9,729,603	9,703,700
Operating lease liabilities	314,429	336,411
Deferred other income	18,600,000
Other noncurrent liabilities	27,306	58,579
Total liabilities	35,098,243	34,368,415
Stockholders’ Equity:
Common stock	12,770	12,765
Additional paid-in capital	117,870,041	111,662,522
Accumulated other comprehensive loss	(1,049,745)	(1,119,771)
Accumulated deficit	(114,627,986)	(101,664,519)
Total Atlas Lithium Co. stockholders’ equity	2,205,081	8,890,997
Non-controlling interest	395,329	423,247
Total stockholders’ equity	2,600,410	9,314,244
Total liabilities and stockholders’ equity	37,698,653	43,682,659
Investments
Deferred other income		18,600,000
Previously Reported [Member] \| Related Party [Member]
Current liabilities:
Related party notes and other payables
Revision of Prior Period, Reclassification, Adjustment [Member]
Current assets:
Cash and cash equivalents
Inventories
Taxes recoverable
Prepaid and other current assets
Total current assets
Property and equipment, net	7,253,155	7,069,867
Intangible assets, net	(7,253,155)	(7,069,867)
Right of use assets - operating leases, net	(108,990)	(108,990)
Total assets	(108,990)	(108,990)
Current liabilities:
Accounts payable and accrued expenses	167,924	181,210
Derivative liabilities
Convertible Debt
Operating lease liabilities	12,488	12,488
Other current liabilities	54,882	41,596
Total current liabilities	235,294	235,294
Convertible Debt
Operating lease liabilities	(105,133)	(105,133)
Deferred other income	(1,400,000)
Other noncurrent liabilities
Total liabilities	(1,530,161)	1,530,161
Stockholders’ Equity:
Common stock
Additional paid-in capital	(1,466,544)	(1,466,544)
Accumulated other comprehensive loss	980,942	980,942
Accumulated deficit	(1,157,604)	1,157,604
Total Atlas Lithium Co. stockholders’ equity	(1,643,206)	(1,643,206)
Non-controlling interest	4,055	4,055
Total stockholders’ equity	(1,639,151)	(1,639,151)
Total liabilities and stockholders’ equity	(108,990)	(108,990)
Investments
Deferred other income		1,400,000
Revision of Prior Period, Reclassification, Adjustment [Member] \| Related Party [Member]
Current liabilities:
Related party notes and other payables
Restated [Member]
Current assets:
Cash and cash equivalents	17,529,465	29,549,927
Inventories	21,889
Taxes recoverable	10,999	50,824
Prepaid and other current assets	144,674	113,905
Total current assets	17,707,027	29,714,656
Property and equipment, net	19,333,461	13,477,602
Intangible assets, net	245,453	45,777
Right of use assets - operating leases, net	303,722	335,634
Total assets	37,589,663	43,573,669
Current liabilities:
Accounts payable and accrued expenses	4,918,010	4,668,857
Derivative liabilities	1,320,743	1,000,060
Convertible Debt	231,048	67,024
Operating lease liabilities	137,516	127,482
Other current liabilities	54,882	41,596
Total current liabilities	6,662,199	5,905,019
Convertible Debt	9,729,603	9,703,700
Operating lease liabilities	209,296	231,278
Deferred other income	20,000,000
Other noncurrent liabilities	27,306	58,579
Total liabilities	36,628,404	35,898,576
Stockholders’ Equity:
Common stock	12,771	12,765
Additional paid-in capital	116,403,497	110,195,978
Accumulated other comprehensive loss	(68,803)	(138,829)
Accumulated deficit	(115,785,590)	(102,822,123)
Total Atlas Lithium Co. stockholders’ equity	561,875	7,247,791
Non-controlling interest	399,384	427,302
Total stockholders’ equity	961,259	7,675,093
Total liabilities and stockholders’ equity	37,589,663	43,573,669
Investments
Deferred other income		20,000,000
Restated [Member] \| Related Party [Member]
Current liabilities:
Related party notes and other payables

SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Net loss attributable to Atlas Lithium Corporation stockholders	$ (12,963,467)	$ (3,965,938)
Net loss per share attributable to Atlas Lithium Corporation common stockholders basic	$ (1.02)	$ (0.60)
Net loss per share attributable to Atlas Lithium Corporation common stockholders diluted	$ (1.02)	$ (0.60)
Basic	12,769,383	6,635,325
Diluted	12,769,383	6,635,325
Previously Reported [Member]
Net loss attributable to Atlas Lithium Corporation stockholders	$ (12,963,467)
Net loss per share attributable to Atlas Lithium Corporation common stockholders basic	$ (1.29)
Net loss per share attributable to Atlas Lithium Corporation common stockholders diluted	$ (1.29)
Basic	10,065,572
Diluted	10,065,572
Revision of Prior Period, Reclassification, Adjustment [Member]
Net loss attributable to Atlas Lithium Corporation stockholders
Net loss per share attributable to Atlas Lithium Corporation common stockholders basic	$ 0.27
Net loss per share attributable to Atlas Lithium Corporation common stockholders diluted	$ 0.27
Restated [Member]
Net loss attributable to Atlas Lithium Corporation stockholders	$ (12,963,467)
Net loss per share attributable to Atlas Lithium Corporation common stockholders basic	$ (1.02)
Net loss per share attributable to Atlas Lithium Corporation common stockholders diluted	$ (1.02)
Basic	12,769,383
Diluted	12,769,383
Revision of Prior Period, Adjustment [Member]
Basic	2,703,812
Diluted	2,703,812

ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Mar. 31, 2024
Atlas Litio Brasil Ltda. [Member]
Equity method investment ownership percentage	99.90%
Apollo Resources Corporation [Member]
Equity method investment ownership percentage	58.71%
Jupiter Gold Corporation [Member]
Equity method investment ownership percentage	27.42%

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Cost	$ 19,333,461	$ 13,477,602
Accumulated Depreciation
Net Book Value	19,333,461	13,477,602
Mining Rights [Member]
Property, Plant and Equipment [Line Items]
Cost	7,253,155	7,069,867
Accumulated Depreciation
Net Book Value	7,253,155	7,069,867
Land [Member]
Property, Plant and Equipment [Line Items]
Cost	361,674	361,674
Accumulated Depreciation
Net Book Value	361,674	361,674
Prepaid Assets [Member]
Property, Plant and Equipment [Line Items]
Cost	11,718,632	6,046,061
Accumulated Depreciation
Net Book Value	$ 11,718,632	$ 6,046,061

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Composition Of Certain Financial Statement Items
Accounts payable and other accruals	$ 4,868,950	$ 3,588,074
Mineral rights payable	49,060	1,080,783
Total	$ 4,918,010	$ 4,668,857

SCHEDULE OF OPERATING LEASE LIABILITY (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Composition Of Certain Financial Statement Items
Operating Lease, Liability - as restated	$ 358,760
Addition
Interest expense	4,153
Lease payments	(24,713)
Foreign exchange	8,612
Operating Lease, Liability - as restated	346,812
Current portion	137,516	$ 127,482
Non-current portion	$ 209,296	$ 231,278

SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Composition Of Certain Financial Statement Items
Less than one year	$ 151,035
Year 2	153,313
Year 3	78,926
Year 4
Total contractual undiscounted cash flows – as restated	$ 383,274

SCHEDULE OF CONVERTIBLE DEBT (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Total convertible debt	$ 9,960,651	$ 9,770,724
Current portion	231,048	67,024
Non-current portion	9,729,603	9,703,700
Nanyang Investment Management Pte Ltd [Member]
Defined Benefit Plan Disclosure [Line Items]
Total convertible debt	5,976,390	5,862,434
Jaeger Investments Pty Ltd [Member]
Defined Benefit Plan Disclosure [Line Items]
Total convertible debt	1,992,130	1,954,145
Modha Reena Bhasker [Member]
Defined Benefit Plan Disclosure [Line Items]
Total convertible debt	996,065	977,072
Clipper Group Limited [Member]
Defined Benefit Plan Disclosure [Line Items]
Total convertible debt	$ 996,065	$ 977,072

SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total derivative liabilities	$ 1,320,743	$ 1,000,060
Conversion Feature Convertible Debt [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total derivative liabilities	298,815	486,303
Other Stock Incentives [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total derivative liabilities	$ 1,021,928	$ 513,757

COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (Details) (Parenthetical) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Composition Of Certain Financial Statement Items
Conversion feature	$ 298,815	$ 486,304

SCHEDULE OF FAIR VALUE EMBEDDED CONVERSION PRICING MODEL ASSUMPTION (Details)	Mar. 31, 2024	Dec. 31, 2023
Options Held [Member] \| Interest Rate Cap [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	354,297	354,297
Options Held [Member] \| Interest Rate Floor [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	354,297	354,297
Measurement Input, Share Price [Member] \| Interest Rate Cap [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	17.0200	31.2800
Measurement Input, Share Price [Member] \| Interest Rate Floor [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	17.0200	31.2800
Measurement Input, Exercise Price [Member] \| Interest Rate Cap [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	28.2250	28.2250
Measurement Input, Exercise Price [Member] \| Interest Rate Floor [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	35.2813	35.2813
Measurement Input, Option Volatility [Member] \| Interest Rate Cap [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	97.37	99.42
Measurement Input, Option Volatility [Member] \| Interest Rate Floor [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	97.37	99.42
Measurement Input, Risk Free Interest Rate [Member] \| Interest Rate Cap [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	4.40	3.97
Measurement Input, Risk Free Interest Rate [Member] \| Interest Rate Floor [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	4.40	3.97
Measurement Input, Expected Dividend Rate [Member] \| Interest Rate Cap [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	0.00	0.00
Measurement Input, Expected Dividend Rate [Member] \| Interest Rate Floor [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	0.00	0.00
Measurement Input, Expected Term [Member] \| Interest Rate Cap [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	2.61	2.85
Measurement Input, Expected Term [Member] \| Interest Rate Floor [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	2.61	2.85

COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (Details Narrative)				3 Months Ended
	Nov. 07, 2023 USD ($) $ / shares	Feb. 01, 2023 USD ($) ha	Jan. 19, 2023 USD ($) ha	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Mineral rights, hectares \| ha		45.77	45.77
Weighted average rate				6.50%
Interest and debt expenses				$ 164,024
Accretion expense				25,903
Fair value of financial instruments				187,489
Share Based Compensation Award Tranche Seven [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
capitalization, long-term debt and equity				1,000,000,000.0
Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
capitalization, long-term debt and equity				400,000,000
Share Based Compensation Award Tranche Four [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
capitalization, long-term debt and equity				500,000,000
Share Based Compensation Award Tranche Five [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
capitalization, long-term debt and equity				600,000,000
Share Based Compensation Award Tranche Six [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
capitalization, long-term debt and equity				800,000,000
Share Based Compensation Award Tranche3 And Tranche4 And Tranche5 Tranche 6And Tranche7 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation, unvested fair value				$ 1,550,576
Share Based Compensation Award Tranche3 And Tranche4 And Tranche5 Tranche 6And Tranche7 [Member] \| Measurement Input, Expected Dividend Rate [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Embedded derivative liability, measurement input				0
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issue of percent				1.00%
Restricted Stock [Member] \| Share Based Compensation Award Tranche Seven [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issue of percent				0.20%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Operating lease term				2 years
Minimum [Member] \| Share Based Compensation Award Tranche3 And Tranche4 And Tranche5 Tranche 6And Tranche7 [Member] \| Measurement Input, Option Volatility [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Embedded derivative liability, measurement input				72.3
Minimum [Member] \| Share Based Compensation Award Tranche3 And Tranche4 And Tranche5 Tranche 6And Tranche7 [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Embedded derivative liability, measurement input				4.79
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Operating lease term				3 years
Maximum [Member] \| Share Based Compensation Award Tranche3 And Tranche4 And Tranche5 Tranche 6And Tranche7 [Member] \| Measurement Input, Option Volatility [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Embedded derivative liability, measurement input				89.3
Maximum [Member] \| Share Based Compensation Award Tranche3 And Tranche4 And Tranche5 Tranche 6And Tranche7 [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Embedded derivative liability, measurement input				5.41
Acquisition Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Mineral rights, hectares \| ha			1,090.88
Payments to acquire mineral rights			$ 400,000
Value of stock issued for acquisition		$ 750,000
Convertible Note Purchase Agreement [Member] \| Convertible Promissory Note [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Proceeds from convertible debt	$ 10,000,000
Maturity date	36 months as from the date of issuance
Interest rate	6.50%
Interest rate \| $ / shares	$ 28.225
Redemption right	(i) twelve months have passed since the loan origination and (ii) the volume weighted average price exceeded 125% of the conversion price for 5 trading days within a 20 day trading period. However, if the Company notifies the holder of its election to redeem the convertible note, the holder may then convert immediately at the conversion price.
Convertible Note Purchase Agreement [Member] \| Convertible Promissory Note [Member] \| Mr. Rowley [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Proceeds from convertible debt	$ 20,000,000

DEFERRED OTHER INCOME – As restated (Details Narrative) - Royalty Purchase Agreement [Member]	May 02, 2023 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Consideration and sale of subsidiary	$ 20,000,000
Percentage of royalty interest	3.00%
Royalty expense	$ 5,000,000

OTHER NONCURRENT LIABILITIES (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Other liabilities current	$ 27,306	$ 58,579

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Illiquidity discount		75.00%
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Dividend yield	0.00%	0.00%
Common Stock [Member] \| Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected volatility, minimum	145.69%	319.95%
Risk-free interest rate, minimum	3.78%	1.44%
Risk-free interest rate, maximum	4.79%	2.56%
Stock price grant, minimum	$ 31.28	$ 0.75
Expected term	1 year	4 years 9 months 18 days
Common Stock [Member] \| Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected volatility, maximum	191.10%	457.74%
Stock price grant, minimum	$ 31.28	$ 6.4125
Expected term	5 years	5 years

SCHEDULE OF COMMON STOCK OUTSTANDING (Details) - Common Stock [Member] - USD ($)

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of Options Outstanding and Vested, Outstanding, Balance

50,667

178,672

Weighted Average Exercise Price, Outstanding, Balance

^[1]

$ 15.9474

$ 0.1219

Remaining Contractual Life (Years)

2 years 1 month 24 days

1 year 6 months 18 days

Aggregated Intrinsic Value, Balance

$ 1,228,972

$ 1,228,922

Number of Options Outstanding and Vested, Issued

429,996

^[1]

40,000

^[2]

Weighted Average Exercise Price, Issued

$ 0.0077

^[1]

$ 7.00

^[2]

Number of options outstanding and vested, ending

480,664

218,672

Weighted average exercise price, outstanding ending

^[1]

$ 1.6879

$ 1.3801

Remaining Contractual Life (Years)

8 years 4 months 28 days

1 year 7 months 2 days

Aggregated Intrinsic Value, Balance

$ 7,488,784

$ 3,483,431

[1]	In the three months ended March 31, 2024, 429,996 common stock options were issued with a grant date fair value of $13,447,502.
[2]	In the three months ended March 31, 2023, 40,000 common stock options were issued with a grant date fair value of $121,925.

SCHEDULE OF COMMON STOCK OUTSTANDING (Details) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Marc Fogassa [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock options issued		90,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock options issued	429,996	40,000
Grant date fair value, issued	$ 13,447,502	$ 121,925
Common shares issued		1,550,808
Common Stock Option [Member] \| Marc Fogassa [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock options conceded in cashless exercises		67,212
Common shares issued		22,778

SCHEDULE OF OPTIONS FAIR VALUE ASSUMPTIONS (Details) - Series D Preferred Stock [Member]	3 Months Ended
	Mar. 31, 2023 $ / shares
Class of Stock [Line Items]
Expected volatility, minimum	140.04%
Expected volatility, maximum	154.42%
Risk-free interest rate, minimum	3.42%
Risk-free interest rate, maximum	3.99%
Dividend yield	0.00%
Dividend yield	75.00%
Expected term	5 years
Minimum [Member]
Class of Stock [Line Items]
Stock price on date of grant	$ 7.00
Maximum [Member]
Class of Stock [Line Items]
Stock price on date of grant	$ 13.35

SCHEDULE OF PREFERRED STOCK (Details) - Series D Preferred Stock [Member]

3 Months Ended

Mar. 31, 2023

USD ($)

$ / shares

Class of Stock [Line Items]

Number of Options Outstanding and Vested, Outstanding, Balance | shares

72,000

Weighted Average Exercise Price, Outstanding, Balance | $ / shares

$ 0.10

^[1]

Remaining Contractual Life (Years)

8 years 11 months 8 days

Aggregated Intrinsic Value, Balance | $

$ 6,712,800

Number of Options Outstanding and Vested, Issued | shares

9,000

^[2]

Weighted Average Exercise Price, Issued | $ / shares

$ 0.10

^[1],[2]

Number of options outstanding and vested, ending | shares

81,000

Weighted average exercise price, outstanding ending | $ / shares

$ 0.10

^[1]

Remaining Contractual Life (Years)

8 years 9 months 25 days

Aggregated Intrinsic Value, Balance | $

$ 19,840,200

[1]	Represents the exercise price required to purchase one share of Series D Stock, which is convertible into 13 and 1/3 shares of common stock at any time at the election of the holder.
[2]	In the three months ended March 31, 2023, 9,000 Series D preferred stock options were issued with a total grant date fair value of $267,259.

SCHEDULE OF PREFERRED STOCK (Details) (Parenthetical) - Series D Preferred Stock [Member]

3 Months Ended

Mar. 31, 2023

USD ($)

Class of Stock [Line Items]

Conversion of stock

Common stock options issued

9,000

^[1]

Grant date fair value, issued | $

$ 267,259

[1]	In the three months ended March 31, 2023, 9,000 Series D preferred stock options were issued with a total grant date fair value of $267,259.

SCHEDULE OF WARRANT ASSUMPTION (Details) - Warrant [Member]	3 Months Ended
	Mar. 31, 2023 $ / shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected volatility, minimum	127.17%
Risk-free interest rate, minimum	3.54%
Stock price on date of grant	$ 8.10
Dividend yield	0.00%
Expected term	5 years

SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] - USD ($)

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of Options Outstanding and Vested, Balance

55,671

321,759

Weighted Average Exercise Price, Outstanding and vested, Balance

$ 10.6087

$ 12.8634

Weighted Average Contractual Life (Years)

1 year 4 months 2 days

1 year 3 months 18 days

Aggregated Intrinsic Value, Balance

$ 1,152,654.00

Number of Options Outstanding and Vested, Balance

55,671

355,509

Weighted Average Exercise Price, Outstanding and vested, Balance

$ 10.6087

$ 12.3542

Weighted Average Contractual Life (Years)

1 year 1 month 6 days

1 year 7 months 9 days

Aggregated Intrinsic Value, Balance

$ 402,668.00

Number of Options Outstanding and Vested, Warrants issued

^[1]

33,750

Weighted Average Exercise Price, Warrants issued

^[1]

$ 7.50

[1]	The warrants issued in the three months ended March 31, 2023 had a total grant date fair value of $147,848.

SCHEDULE OF WARRANT ACTIVITY (Details) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Grant date fair value, issued	$ (187,489)
Changes in equity		147,848
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Grant date fair value, issued		$ 147,848

SCHEDULE OF CHANGE IN RESTRICTED STOCK UNITS (Details) - Restricted Stock Units (RSUs) [Member] - shares

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of Options Outstanding and Vested, Outstanding, Balance

1,040,017

Number of RSUs Outstanding, Granted

6,000

^[1]

133,021

^[2]

Number of RSUs Outstanding, Vested

(6,000)

^[3]

(32,002)

^[4]

Number of RSUs Outstanding, Expired

^[5]

(10,000)

Number of options outstanding and vested, ending

1,030,017

101,019

[1]	6,000 RSUs vested immediately upon grant and were issued with a total grant date fair value of $105,097 as measured at $17.52/share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted.
[2]	133,021 RSUs were granted to directors, officers, and consultants of the Company, with a total grant date fair value of $1,002,449 as measured at $7.54/share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted, as follows: (i) 53,257 RSUs which immediately vested upon grant, (ii) 63,764 RSUs with time-based vesting in equal annual installments over three years, and (iii) 16,000 RSUs with time-based vesting in equal annual installments over four years.
[3]	6,000 RSUs vested and were settled through the issuance of 6,000 shares of Common Stock.
[4]	32,002 RSUs vested and were settled through the issuance of 32,002 shares of Common Stock.
[5]	10,000 RSUs were cancelled without vesting since the performance conditions for vesting were not met.

SCHEDULE OF CHANGE IN RESTRICTED STOCK UNITS (Details) (Parenthetical) - USD ($)

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock shares

6,000

Common stock options issued

429,996

40,000

Restricted Stock Units (RSUs) [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of shares vested

6,000

^[1]

32,002

^[2]

Grand date fair value

$ 105,097

$ 1,002,449

Price per share

$ 17.52

$ 7.54

Common stock shares

32,002

Number of shares cancelled

10,000

Common stock options issued

6,000

^[3]

133,021

^[4]

Description of restricted stock

(i) 53,257 RSUs which immediately vested upon grant, (ii) 63,764 RSUs with time-based vesting in equal annual installments over three years, and (iii) 16,000 RSUs with time-based vesting in equal annual installments over four years.

Number of shares redeemed

32,002

[1]	6,000 RSUs vested and were settled through the issuance of 6,000 shares of Common Stock.
[2]	32,002 RSUs vested and were settled through the issuance of 32,002 shares of Common Stock.
[3]	6,000 RSUs vested immediately upon grant and were issued with a total grant date fair value of $105,097 as measured at $17.52/share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted.
[4]	133,021 RSUs were granted to directors, officers, and consultants of the Company, with a total grant date fair value of $1,002,449 as measured at $7.54/share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted, as follows: (i) 53,257 RSUs which immediately vested upon grant, (ii) 63,764 RSUs with time-based vesting in equal annual installments over three years, and (iii) 16,000 RSUs with time-based vesting in equal annual installments over four years.

STOCKHOLDERS’ EQUITY (Details Narrative)

3 Months Ended

12 Months Ended

Mar. 31, 2024

USD ($)

$ / shares

Feb. 01, 2023

USD ($)

Jan. 30, 2023

USD ($)

$ / shares

Jan. 19, 2023

USD ($)

Jan. 09, 2023

$ / shares

Dec. 20, 2022

Jun. 18, 2022

Sep. 16, 2021

Feb. 26, 2021

USD ($)

Dec. 18, 2012

Mar. 31, 2024

USD ($)

$ / shares

Mar. 31, 2023

USD ($)

$ / shares

Dec. 31, 2023

USD ($)

$ / shares

Apr. 21, 2023

Dec. 31, 2022

$ / shares

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock shares authorized

200,000,000

Common stock, shares authorized

200,000,000

Common stock par value | $ / shares

$ 0.001

Mineral rights, hectares | ha

45.77

Purchase consideration | $

$ 1,150,000

Amount paid in cash | $

$ 400,000

Restricted shares amount | $

$ 750,000

Proceeds from Issuance of Common Stock | $

$ 9,489,335

Common stock shares

6,000

Share based compensation expense | $

$ 6,840,122

$ 1,128,845

Issuscne of other stock incentives

127,695

127,635

Derivative liability | $

$ 1,021,929

$ 513,757

Restricted Stock Units (RSUs) [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Sale of stock, price per share | $ / shares

$ 17.52

$ 7.54

Common stock options issued

6,000

^[1]

133,021

^[2]

Common Stock Awards [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Share based compensation expense | $

$ 508,172

Common Stock Awards [Member] | Restricted Stock Units (RSUs) [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Share based compensation expense | $

2,891,703

$ 363,739

RSUs outstanding | $

$ 891,109

$ 924,364

Sharebased compensation arrangement by shares vested

138,908

115,653

Underwriting Agreement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock par value | $ / shares

$ 0.001

Sale of stock number of shares issued in transaction

675,000

Sale of stock, price per share | $ / shares

$ 6.00

Common stock options issued

101,250

Security Purchase Agreement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures

640,000

Shares Issued, Price Per Share | $ / shares

$ 6.25

Proceeds from Issuance of Private Placement | $

$ 4,000,000

Series A Preferred Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Preferred stock voting rights

Series A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.

Series D Convertible Preferred Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stockholders equity reverse stock split

Giving effect to the Reverse Stock Split discussed above, each share of Series D Stock is effectively convertible into 13 and 1/3 shares of common stock. Holders of the Series D Stock are not entitled to any liquidation preference over the holders of common stock and are entitled to any dividends or distributions declared by the Company on a pro rata basis. There were no shares of Series D Stock outstanding as of March 31, 2024 or December 31, 2023.

Common stock shares authorized

1,000,000

Conversion of stock

10,000

Series D Preferred Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Conversion of stock

Common stock options issued

^[3]

9,000

Exercise price | $ / shares

^[4]

$ 0.10

Share based compensation expense | $

$ 267,359

Accredited Investors [Member] | Subscription Agreements [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stock Issued During Period, Shares, New Issues

91,500

Proceeds from Issuance of Common Stock | $

$ 831,834

Accredited Investors [Member] | Common Stock Purchase Agreement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Proceeds from Issuance of Common Stock | $

$ 2,500,000

Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stockholders equity reverse stock split

1-for-750

Common stock shares authorized

4,000,000,000

5,333,334

Common stock par value | $ / shares

$ 0.001

Common stock options issued

429,996

40,000

Exercise price | $ / shares

^[5]

$ 1.6879

$ 1.3801

$ 15.9474

$ 0.1219

Stock Issued During Period, Shares, New Issues

1,550,808

Share based compensation expense | $

$ 3,315,822

$ 121,925

Common Stock [Member] | Director [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock shares authorized

200,000,000

Representative Warrants [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Warrants to purchase shares

33,750

Percentage of common stock sold

5.00%

Exercise price | $ / shares

$ 7.50

Percentage of offering price

125.00%

Gross proceeds from offering | $

$ 4,657,500

Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Share issuance of warrants | $

[1]	6,000 RSUs vested immediately upon grant and were issued with a total grant date fair value of $105,097 as measured at $17.52/share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted.
[2]	133,021 RSUs were granted to directors, officers, and consultants of the Company, with a total grant date fair value of $1,002,449 as measured at $7.54/share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted, as follows: (i) 53,257 RSUs which immediately vested upon grant, (ii) 63,764 RSUs with time-based vesting in equal annual installments over three years, and (iii) 16,000 RSUs with time-based vesting in equal annual installments over four years.
[3]	In the three months ended March 31, 2023, 9,000 Series D preferred stock options were issued with a total grant date fair value of $267,259.
[4]	Represents the exercise price required to purchase one share of Series D Stock, which is convertible into 13 and 1/3 shares of common stock at any time at the election of the holder.
[5]	In the three months ended March 31, 2024, 429,996 common stock options were issued with a grant date fair value of $13,447,502.

SCHEDULE OF CONTRACTUAL OBLIGATIONS (Details)

Mar. 31, 2024

USD ($)

Product Liability Contingency [Line Items]

$ 5,281,365

5,281,365

Lithium Processing Plant Construction [Member]

Product Liability Contingency [Line Items]

Total

2,583,260

^[1]

Less than 1 Year

2,583,260

^[1]

1-3 Years

^[1]

3-5 Years

^[1]

More than 5 Years

^[1]

Land Acquisition [Member]

Product Liability Contingency [Line Items]

Total

2,743,105

^[2]

Less than 1 Year

2,743,105

^[1]

1-3 Years

^[1]

3-5 Years

^[2]

More than 5 Years

^[2]

[1]	Lithium processing plant construction obligations are related to agreements with suppliers contracted for the construction of the processing plant, with the majority of payments due upon delivery.
[2]	Land acquisition obligations are related to land purchase agreements.

SCHEDULE OF RELATED PARTIES (Details)	3 Months Ended
SCHEDULE OF RELATED PARTIES (Details)	Mar. 31, 2024
Martin Rowley [Member]
Related Party Transaction [Line Items]
Related party description	Martin Rowley is a senior advisor to the Company. In 2023, the Company entered into a Convertible Note Purchase Agreement with Martin Rowley relating to the issuance to Martin Rowley along with other experienced lithium investors of convertible notes. Martin Rowley is the father of Nick Rowley, the Company’s VP Business Development.
Jaeger Investments Pty Ltd [Member]
Related Party Transaction [Line Items]
Related party description	Jaeger Investments Pty Ltd is a corporation in which senior advisor, Martin Rowley, is a controlling shareholder.
Rtek International DMCC [Member]
Related Party Transaction [Line Items]
Related party description	RTEK International DMCC is a corporation in which the VP Business Development of the Company, Nick Rowley, and Brian Talbot, our Chief Operating Officer and a member of the Board of Directors as of April , 2024 are controlling shareholders.
Shenzhen Chengxin Lithium Group Co Ltd [Member]
Related Party Transaction [Line Items]
Related party description	Shenzhen Chengxin Lithium Group Co., Ltd is a non-controlling shareholder.
Sichuan Yahua Industrial Group Co Ltd [Member]
Related Party Transaction [Line Items]
Related party description	Sichuan Yahua Industrial Group Co., Ltd, is a non-controlling shareholder.

SCHEDULE OF RELATED PARTIES OUTSTANDING AMOUNT AND EXPENSES (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Accounts payable debt total	$ 1,992,130	$ 1,954,145
Total	756,995	1,462,405
RTEK International [Member]
Related Party Transaction [Line Items]
Accounts payable debt total
Total	724,193	1,449,000
Jaeger Investments Pty Ltd [Member]
Related Party Transaction [Line Items]
Accounts payable debt total	1,992,130	1,954,145
Total	$ 32,802	$ 13,405

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Stock issued during period, invest in purchase of shares		$ 750,000
Jupiter Gold Corporation [Member]
Common stock options issued	1,315,000	1,920,000
Expected term	8 years 21 days	8 years 8 months 19 days
Weighted average exercise price	$ 0.051	$ 0.01
Weighted average intrinsic value	$ 982,674	$ 1,332,000
Marc Fogassa [Member]
Common stock options issued		90,000
Weighted average exercise price		$ 1.00
Apollo Resource Corporation [Member]
Common stock options issued	450,000	270,000
Expected term	8 years 8 months 15 days	9 years 11 months 1 day
Weighted average exercise price	$ 0.01	$ 0.01
Weighted average intrinsic value	$ 2,695,500	$ 1,347,300
Marc Fogassa [Member] \| Jupiter Gold Corporation [Member]
Common stock options issued	105,000	105,000
Exercise price	$ 0.01	$ 0.01
Exercise price	$ 1.00	$ 1.00
Stock-based compensation	$ 20,000	$ 30,011
Illiquidity discount	75.00%	75.00%
Dividend yield	0.00%	0.00%
Historical volatility		224.00%
Risk free interest, minimum	3.88%	3.40%
Risk free interest, maximum	4.19%	4.26%
Marc Fogassa [Member] \| Jupiter Gold Corporation [Member] \| Minimum [Member]
Share price	$ 0.74	$ 1.00
Historical volatility	255.00%
Expected term	5 years	5 years
Marc Fogassa [Member] \| Jupiter Gold Corporation [Member] \| Maximum [Member]
Share price	$ 0.90	$ 1.49
Historical volatility	311.00%
Expected term	10 years	10 years
Marc Fogassa [Member] \| Apollo Resource Corporation [Member]
Common stock options issued	45,000	45,000
Stock-based compensation	$ 67,196	$ 55,944
Share price	$ 6.00	$ 5.00
Illiquidity discount	75.00%	75.00%
Dividend yield	0.00%	0.00%
Historical volatility	17.41%
Risk free interest, minimum	3.88%	3.40%
Risk free interest, maximum	4.19%	4.00%
Exercise price	$ 0.01	$ 0.01
Historical volatility	16.61%	58.00%
Marc Fogassa [Member] \| Apollo Resource Corporation [Member] \| Maximum [Member]
Expected term	10 years	10 years
Convertible Note Purchase Agreement [Member] \| Martin Rowley [Member]
Principal amount	$ 10,000,000.0
Principal amount	6.50%
Convertible Note Purchase Agreement [Member] \| Jaeger Investments Pty Ltd [Member]
Principal amount	$ 2,000,000.0
Offtake And Sales Agreement [Member]
Term	5 years
Sale of product	$ 60,000
Stock issued during period, invest in purchase of shares	$ 20,000,000.0
Offtake And Sales Agreement [Member] \| Martin Rowley [Member]
Principal amount	10.00%

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended
	Mar. 28, 2024	Mar. 31, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Gross proceeds before deducting offering expenses	$ 30.0
Intra-Entity Agreement, Description		(i) the spot quantity of fifteen thousand (15,000) dry metric tons of Atlas Brazil’s product, and, subject to the fulfillment of certain conditions precedent, (ii) up to sixty thousand (60,000) dry metric tons of Atlas Brazil’s product for each year, up to a total of three hundred thousand (300,000) dry metric tons.
Two Security Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	1,871,250
Stock price grant, minimum	$ 16.0321

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