UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2014
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number 000-54332
LITHIUM CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 98-0530295
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
5976 Lingering Breeze St., Las Vegas, Nevada 89148
(Address of principal executive offices) (Zip Code)
(775) 410-5287
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] YES [ ] NO
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.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). [X] YES [ ] NO
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act [ ] YES [X] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
74,661,408 common shares issued and outstanding as of November 4, 2014.
LITHIUM CORPORATION
FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 24
Item 4. Controls and Procedures 24
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 25
Item 1A. Risk Factors 25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 25
Item 3. Defaults Upon Senior Securities 25
Item 4. Mine Safety Disclosures 25
Item 5. Other Information 25
Item 6. Exhibits 25
SIGNATURES 27
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Our unaudited interim financial statements for the three and nine month periods
ended September 30, 2014 form part of this quarterly report. They are stated in
United States Dollars (US$) and are prepared in accordance with United States
Generally Accepted Accounting Principles.
3
LITHIUM Corporation
Balance Sheets (Unaudited)
September 30, December 31,
2014 2013
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 445,269 $ 807,556
Deposits 700 700
Prepaid expenses 29,334 22,401
------------ ------------
TOTAL OTHER CURRENT ASSETS 475,303 830,657
OTHER ASSETS
Investment 82,132 --
Mineral properties 194,743 188,348
------------ ------------
TOTAL ASSETS $ 752,178 $ 1,019,005
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 21,096 $ 12,982
------------ ------------
TOTAL CURRENT LIABILITIES 21,096 12,982
------------ ------------
TOTAL LIABILITIES 21,096 12,982
------------ ------------
Commitments and contingencies
STOCKHOLDERS' EQUITY
Common stock, 3,000,000,000 shares authorized, par value $0.001;
74,661,408 and 74,911,408 common shares outstanding, respectively 74,662 74,912
Additional paid in capital 3,368,453 3,370,703
Additional paid in capital - options 120,578 120,578
Additional paid in capital - warrants 257,949 257,949
Accumulated deficit (3,090,560) (2,818,119)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 731,082 1,006,023
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 752,178 $ 1,019,005
============ ============
The accompanying notes are an integral part of these financial statements
4
LITHIUM Corporation
Statements of Operations (Unaudited)
Three Months Three Months Nine Months Nine Months
ended ended ended ended
September 30, September 30, September 30, September 30,
2014 2013 2014 2013
------------ ------------ ------------ ------------
REVENUE $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
OPERATING EXPENSES
Professional fees 8,372 10,977 36,582 41,010
Depreciation -- 73 -- 181
Exploration expenses 54,661 79,983 79,462 104,572
Consulting fees 29,338 13,750 74,863 53,200
Insurance expense 4,371 4,372 7,286 13,116
Investor relations 8,314 8,240 26,929 33,014
Transfer agent and filing fees 1,615 1,482 3,519 5,383
Travel 3,829 7,620 17,387 22,156
Stock-based compensation -- -- -- 10,089
General and administrative expenses 3,439 2,501 8,773 7,954
------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 113,939 128,998 254,801 290,675
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS (113,939) (128,998) (254,801) (290,675)
OTHER INCOME (EXPENSES)
Loss on investment (17,868) -- (17,868) --
Interest income 64 96 228 284
------------ ------------ ------------ ------------
TOTAL OTHER INCOME (EXPENSE) (17,804) 96 (17,640) 284
------------ ------------ ------------ ------------
LOSS BEFORE INCOME TAXES (131,743) (128,902) (272,441) (290,391)
PROVISION FOR INCOME TAXES -- -- -- --
------------ ------------ ------------ ------------
NET LOSS $ (131,743) $ (128,902) $ (272,441) $ (290,391)
============ ============ ============ ============
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 74,661,408 74,911,408 74,676,060 74,773,130
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements
5
LITHIUM Corporation
Statements of Cash Flows (Unaudited)
Nine Months Nine Months
ended ended
September 30, September 30,
2014 2013
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period $ (272,441) $ (290,391)
Adjustments to reconcile net loss to net cash
used in operating activities
Stock-based compensation -- 10,089
Amortization -- 181
Loss on investment 17,868 --
Changes in assets and liabilities:
(Increase) in deposits -- (700)
(Increase) decrease in prepaid expenses (6,933) 34,629
Increase (decrease) in accounts payable and accrued
liabilities 8,114 (42,487)
------------ ------------
Net Cash Used in Operating Activities (253,392) (288,679)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment -- (375)
Purchase of long term investment (100,000) --
Interest in mineral properties (6,395) (24,514)
------------ ------------
Net Cash Used in Investing Activities (106,395) (24,889)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of stock (2,500) --
------------ ------------
Net Cash Used in Financing Activities (2,500) --
------------ ------------
Decrease in cash (362,287) (313,568)
Cash, beginning of period 807,556 1,186,651
------------ ------------
Cash, end of period $ 445,269 $ 873,083
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ -- $ --
============ ============
Cash paid for income taxes $ -- $ --
============ ============
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for mineral properties $ -- $ 8,500
============ ============
The accompanying notes are an integral part of these financial statements
6
Lithium Corporation
Notes to the Financial Statements (unaudited)
September 30, 2014
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Lithium Corporation (formerly Utalk Communications Inc.) (the "Company") was
incorporated on January 30, 2007 under the laws of Nevada. On September 30,
2009, Utalk Communications Inc. changed its name to Lithium Corporation.
Nevada Lithium Corporation was incorporated on March 16, 2009 under the laws of
Nevada under the name Lithium Corporation. On September 10, 2009, the Company
amended its articles of incorporation to change its name to Nevada Lithium
Corporation. By agreement dated October 9, 2009 Nevada Lithium Corporation and
Lithium Corporation amalgamated as Lithium Corporation. Lithium Corporation is
engaged in the acquisition and development of certain lithium interests in the
state of Nevada, and flake graphite prospects in British Columbia. These
financial statements have been prepared in accordance with U.S. generally
accepted accounting principles.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a December 31 fiscal year end.
Basis of Presentation
The accompanying unaudited interim financial statements of Lithium Corporation
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange
Commission ("SEC"), and should be read in conjunction with the audited financial
statements and notes thereto contained in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2013 filed with the SEC. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for the financial statements to be not misleading have
been reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Certain
notes to the financial statements which would substantially duplicate the
disclosure contained in the audited financial statements for the most recent
fiscal year 2013 as reported in Form 10-K, have been omitted.
Cash and Cash Equivalents
Cash includes cash on account, demand deposits, and short-term instruments with
maturities of three months or less.
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances of which
at times may exceed federally insured limits. The Company continually monitors
its banking relationships and consequently has not experienced any losses in
such accounts. The Company believes it is not exposed to any significant credit
risk on cash and cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition
The Company has yet to realize revenues from operations. Once the Company has
commenced operations, it will recognize revenues when delivery of goods or
completion of services has occurred provided there is persuasive evidence of an
agreement, acceptance has been approved by its customers, the fee is fixed or
determinable based on the completion of stated terms and conditions, and
collection of any related receivable is probable.
7
Lithium Corporation
Notes to the Financial Statements (unaudited)
September 30, 2014
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Loss per Share
Basic loss per share is computed by dividing loss available to common
shareholders by the weighted average number of common shares outstanding during
the year. The computation of diluted earnings per share assumes the conversion,
exercise or contingent issuance of securities only when such conversion,
exercise or issuance would have a dilutive effect on earnings per share. The
dilutive effect of convertible securities is reflected in diluted earnings per
share by application of the "if converted" method. In the periods in which a
loss is incurred, the effect of potential issuances of shares under options and
warrants would be anti-dilutive, and therefore basic and diluted losses per
share are the same.
Income Taxes
The asset and liability approach is used to account for income taxes by
recognizing deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
basis of assets and liabilities.
Financial Instruments
The Company's financial instruments consist of cash, deposits, prepaid expenses,
and accounts payable and accrued liabilities. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments. Because of
the short maturity and capacity of prompt liquidation of such assets and
liabilities, the fair value of these financial instruments approximate their
carrying values, unless otherwise noted.
Mineral Properties
Costs of exploration, carrying and retaining unproven mineral lease properties
are expensed as incurred. Mineral property acquisition costs are capitalized
including licenses and lease payments. Although the Company has taken steps to
verify title to mineral properties in which it has an interest, these procedures
do not guarantee the Company's title. Such properties may be subject to prior
agreements or transfers and title may be affected by undetected defects.
Impairment losses are recorded on mineral properties used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount.
Impairment of $0 and $0 was recorded during the three and nine months ended
September 30, 2014 and 2013, respectively.
Office Lease
The Company rents office space in Las Vegas, Nevada for $700 per month. The
arrangement is on a month-by-month basis and can be terminated by either party.
Recent Accounting Pronouncements
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued
update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other
things, the amendments in this update removed the definition of development
stage entity from Topic 915, thereby removing the distinction between
development stage entities and other reporting entities from US GAAP. In
addition, the amendments eliminate the requirements for development stage
entities to (1) present inception-to-date information on the statements of
income, cash flows and shareholders equity, (2) label the financial statements
as those of a development stage entity; (3) disclose a description of the
development stage activities in which the entity is engaged and (4) disclose in
the first year in which the entity is no longer a development stage entity that
in prior years it had been in the development stage. The amendments are
effective for annual reporting periods beginning after December 31, 2014 and
interim reporting periods beginning after December 15, 2015, however entities
are permitted to early adopt for any annual or interim reporting period for
which the financial statements have yet to be issued. The Company has elected to
early adopt these amendments and accordingly have not labeled the financial
statements as those of a development stage entity and have not presented
inception-to-date information on the respective financial statements.
8
Lithium Corporation
Notes to the Financial Statements (unaudited)
September 30, 2014
NOTE 2 - PREPAID EXPENSES
Prepaid expenses consisted of the following at September 30, 2014 and December
31, 2013:
September 30, December 31,
2014 2013
-------- --------
Professional fees $ -- $ 1,925
Exploration costs 617 --
Bonds 16,271 16,271
Transfer fees 450 1,800
Insurance 10,201 --
Office Misc 790 1,065
Investor relations 1,005 1,340
-------- --------
Total prepaid expenses $ 29,334 $ 22,401
======== ========
NOTE 3 - INVESTMENT
Effective April 23, 2014, the Company entered into an operating agreement with
All American Resources, L.L.C and TY & Sons Investments Inc. with respect to
Summa, LLC, a Nevada limited liability company incorporated on December 12,
2013, wherein we hold a 25% membership. The Company's capital contribution to
Summa, LLC was $125,000, of which $100,000 was in cash and the balance in
services.
The Company participated in the formation of Summa, which holds 88 fee-title
patented lode claims, which cover approximately 1,191.3 acres of prospective
mineral lands. The Company has recently signed a joint operating agreement with
the other participants to govern the conduct of Summa, and the development of
the lands. The Company's president, Tom Lewis, has been named as a managing
member of Summa.
The investment has been accounted for using the equity method of accounting. As
such, the Company shall record its proportionate share of income or loss in the
investment. As of September 30, 2014, the Company has recorded a loss on
investment of $17,868.
NOTE 4 - MINERAL PROPERTIES
FISH LAKE PROPERTY
The Company purchased a 100% interest in the Fish Lake property by making staged
payments of $350,000 worth of common stock. Title to the pertinent claims was
transferred to the Company through quit claim deed dated June 1, 2011, and this
quit claim was recorded at the county level on August 3, 2011 and at the BLM on
August 4, 2011. Quarterly stock disbursements were made on the following
schedule:
1st Disbursement: Within 10 days of signing agreement (paid)
2nd Disbursement: within 10 days of June 30, 2009 (paid)
3rd Disbursement: within 10 days of December 30, 2009 (paid)
4th Disbursement: within 10 days of March 31, 2010 (paid)
5th Disbursement: within 10 days of June 30, 2010 (paid)
6th Disbursement: within 10 days of September 30, 2010 (paid)
7th Disbursement: within 10 days of December 31, 2010 (paid)
8th Disbursement: within 10 days of March 31, 2011 (paid)
As at September 30, 2014, the Company has recorded $436,764 in acquisition costs
related to the Fish Lake Property and associated impairment of $276,908 related
to abandonment of claims. The carrying value of the Fish Lake Property was
$159,856 as of September 30, 2014.
9
Lithium Corporation
Notes to the Financial Statements (unaudited)
September 30, 2014
NOTE 4 - MINERAL PROPERTIES (CONTINUED)
MT. HEIMDAL PROPERTY
The Company entered into an agreement in April 2013, as amended in August 2013,
whereby it earned a 100% interest in the Mt. Heimdal Flake Graphite property in
BC, subject to a 1.5% net overriding royalty. The carrying value of the Mt.
Heimdal property is $300 as of September 30, 2014.
SUGAR PROPERTY
In June 2013, the company purchased claims in the Cherryville, BC area for
250,000 shares of the Company's common stock. Since this time the company has
expanded the claim block considerably, and has expended approximately $45,000 to
date exploring this property for flake graphite deposits. In January, 2014, the
company agreed to buy back the shares issued pursuant to the June agreement for
$2,500. The buy-back was completed in April, 2014 and recorded the purchase of
stock in the Company's equity.
STAKED PROPERTIES
The Company has staked claims with various registries as summarized below:
Net Carry
Name Claims Cost Impairment Value
---- ------ ---- ---------- -----
SanEmidio 20 (1,600 acres) $18,528 $(5,719) $12,809
Cherryville/BC Sugar 8019.41 (hectares) $21,778 Nil $21,778
The Company has recorded $6,395 as cost to the San Emidio property which
represents the annual maintenance fees on the property for 2014.
The Company performs an impairment test on an annual basis to determine whether
a write-down is necessary with respect to the properties. The Company believes
no circumstances have occurred and no evidence has been uncovered that warrant a
write-down of the mineral properties other than those abandoned by management
and thus included in write-down of mineral properties. No impairment charges
were recorded during the period ended September 30, 2014.
NOTE 5 - CAPITAL STOCK
The Company is authorized to issue 300,000,000 shares of it $0.001 par value
common stock. On September 30, 2009, the Company effected a 60-for-1 forward
stock split of its $0.001 par value common stock.
All share and per share amounts have been retroactively restated to reflect the
splits discussed above.
COMMON STOCK
On June 6, 2013, the Company issued 250,000 shares of its common stock as part
of the Cherryville property acquisition located in British Columbia.
On January 17, 2014 the Company repurchased the 250,000 shares of its common
stock issued as part of the Cherryville property acquisition for $2,500. The
shares were returned to the treasury and retired in April 2014.
There were 74,661,408 shares of common stock issued and outstanding as of
September 30, 2014.
10
Lithium Corporation
Notes to the Financial Statements (unaudited)
September 30, 2014
NOTE 5 - CAPITAL STOCK (CONTINUED)
WARRANTS
Outstanding at
Issue Date Number Price Expiry Date September 30, 2014
---------- ------ ----- ----------- ------------------
Nov. 19, 2012 11,000,000 $0.15 Nov. 18, 2014 11,000,000
The warrants were valued using the Black-Scholes option pricing model using the
following assumptions: term of 5 years, dividend yield of 0%, risk free interest
rates of 0.67% and volatility of 129%. The fair value of the warrants was
adjusted against additional paid in capital.
STOCK BASED COMPENSATION
During the year ended December 31, 2010, the Company granted 500,000 consultants
options at an exercise price of $0.28 and 400,000 options at an exercise price
of $0.24 to consultants in exchange for various professional services. On May
31, 2012, the options granted with exercise prices of $0.28 and $0.24were
modified to exercise prices at $0.07. The modification resulted in stock based
compensation of $11,524. Also on May 31, 2012, the Company granted an additional
400,000 options to consultants for management services with an exercise price of
$0.07. These options were vested on the date of grant and resulted in
stock-based compensation of $23,891.
On March 15, 2013, all pre-existing options were modified to exercise prices of
$0.045. The modification resulted in stock-based compensation of $8,848. Also on
March 15, 2013, the Company issued an additional 200,000 options at an exercise
price of $0.045 to consultants for management services. These options were
vested on the date of grant and resulted in stock-based compensation of $7,794.
The Company uses the Black-Scholes option valuation model to value stock
options. The Black-Scholes model was developed for use in estimating the fair
value of traded options that have no vesting restrictions and are fully
transferable. The model requires management to make estimates, which are
subjective and may not be representative of actual results. Assumptions used to
determine the fair value of the remaining stock options are as follows:
Modification New Options
------------ -----------
Risk free interest rate 0.35% 0.67%
Expected dividend yield 0% 0%
Expected stock price volatility 129% 129%
Expected life of options 3 years 5 years
Weighted Total
Total Average Weighted
Exercise Options Remaining Life Average Options
Prices Outstanding (Years) Exercise Price Exercisable
------ ----------- ------- -------------- -----------
$0.045 800,000 1.8 $0.045 800,000
Total stock-based compensation for the three and nine months ended September 30,
2014 was $0 and $0 (2013: $0 and $10,089).
11
Lithium Corporation
Notes to the Financial Statements (unaudited)
September 30, 2014
NOTE 5 - CAPITAL STOCK (CONTINUED)
STOCK BASED COMPENSATION (CONTINUED)
The following table summarizes the stock options outstanding at September 30,
2014:
Outstanding at
Issue Date Number Price Expiry Date September 30, 2014
---------- ------ ----- ----------- ------------------
September 23, 2010 500,000 $0.045 September 23, 2015 500,000
May 31, 2012 100,000 $0.045 May 31, 2017 100,000
March 15, 2013 200,000 $0.045 March 15, 2018 200,000
NOTE 6 - INCOME TAXES
As of September 30, 2014, the Company had net operating loss carry forwards of
approximately $3,090,000 that may be available to reduce future years' taxable
income in varying amounts through 2033. Future tax benefits which may arise as a
result of these losses have not been recognized in these financial statements,
as their realization is determined not likely to occur and accordingly, the
Company has recorded a valuation allowance for the deferred tax asset relating
to these tax loss carry-forwards.
The provision for Federal income tax consists of the following for the nine
months ended September 30, 2014 and 2013:
2014 2013
------------ ------------
Federal income tax benefit attributable to:
Current operations $ 92,630 $ 98,733
Less: valuation allowance (92,630) (98,733)
------------ ------------
Net provision for Federal income taxes $ 0 $ 0
============ ============
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows at September 30, 2014 and
December 31, 2013:
September 30, December 31,
2014 2013
------------ ------------
Deferred tax asset attributable to:
Net operating loss carryover $ 1,050,790 $ 958,160
Less: valuation allowance (1,050,790) (958,160)
------------ ------------
Net deferred tax asset $ 0 $ 0
============ ============
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $3,090,000 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.
12
Lithium Corporation
Notes to the Financial Statements (unaudited)
September 30, 2014
NOTE 7 - SUBSEQUENT EVENTS
The Company has analyzed its operations subsequent to September 30, 2014 through
the date these financial statements were issued, and has determined that it does
not have any material subsequent events to disclose other than those described
below.
The Company has entered into an extension of the Asset Purchase Agreement to
sell its interests in the BC Sugar flake graphite property, as well as the San
Emidio and Fish Lake Valley lithium - brine properties, to PATHION, Inc. Under
the terms of the original agreement PATHION Inc. was to pay Lithium Corporation
an initial $1.25 million, and issue 500,000 common shares of PATHION stock at
the closing. A further $1 million will be held in escrow and paid out to Lithium
Corporation on the first anniversary of the closing of the deal. The agreement
also lays the groundwork for continuing co-operation between the two companies
moving forward. The companies anticipated that the agreement would close by the
end of September 2014, however it was first extended until October 17, 2014.
Under an extension effective October 17th, PATHION will pay Lithium Corporation
$5,000 within 5 days of signing and issue 60,000 shares of restricted common
stock, and pay Lithium Corporation a further $10,000 on each monthly anniversary
in November and December in order to extend the agreement until January 17,
2015.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles. The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
quarterly report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this quarterly report.
Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.
In this quarterly report, unless otherwise specified, all dollar amounts are
expressed in United States dollars and all references to "common shares" refer
to the common shares in our capital stock.
As used in this quarterly report, the terms "we", "us", "our" and "our company"
mean Lithium Corporation, unless otherwise indicated.
GENERAL OVERVIEW
We were incorporated under the laws of the State of Nevada on January 30, 2007
under the name "Utalk Communications Inc.". At inception, we were a development
stage corporation engaged in the business of developing and marketing a
call-back service using a call-back platform. Because we were not successful in
implementing our business plan, we considered various alternatives to ensure the
viability and solvency of our company.
On August 31, 2009, we entered into a letter of intent with Nevada Lithium
regarding a business combination which may be effected in one of several
different ways, including an asset acquisition, merger of our company and Nevada
Lithium, or a share exchange whereby we would purchase the shares of Nevada
Lithium from its shareholders in exchange for restricted shares of our common
stock.
Effective September 30, 2009, we effected a 1 old for 60 new forward stock split
of our issued and outstanding common stock. As a result, our authorized capital
increased from 50,000,000 shares of common stock with a par value of $0.001 to
3,000,000,000 shares of common stock with a par value of $0.001 and our issued
and outstanding shares increased from 4,470,000 shares of common stock to
268,200,000 shares of common stock.
14
Also effective September 30, 2009, we changed our name from "Utalk
Communications, Inc." to "Lithium Corporation", by way of a merger with our
wholly owned subsidiary Lithium Corporation, which was formed solely for the
change of name. The name change and forward stock split became effective with
the Over-the-Counter Bulletin Board at the opening for trading on October 1,
2009 under the stock symbol "LTUM". Our CUSIP number is 536804 107.
On October 9, 2009, we entered into a share exchange agreement with Nevada
Lithium and the shareholders of Nevada Lithium. The closing of the transactions
contemplated in the share exchange agreement and the acquisition of all of the
issued and outstanding common stock in the capital of Nevada Lithium occurred on
October 19, 2009. In accordance with the closing of the share exchange
agreement, we issued 12,350,000 shares of our common stock to the former
shareholders of Nevada Lithium in exchange for the acquisition, by our company,
of all of the 12,350,000 issued and outstanding shares of Nevada Lithium. Also,
pursuant to the terms of the share exchange agreement, a director of our company
cancelled 220,000,000 restricted shares of our common stock. Nevada Lithium's
corporate status was allowed to lapse and the company's status with the Nevada
Secretary of State has been revoked.
OUR CURRENT BUSINESS
We are an exploration stage mining company engaged in the identification,
acquisition, and exploration of metals and minerals with a focus on lithium
mineralization on properties located in Nevada, and Graphite properties in
British Columbia.
Our current operational focus is to conduct exploration activities on the Fish
Lake Valley property and San Emidio prospects in Nevada and the BC Sugar and
Mount Heimdal properties in British Columbia.
We are currently evaluating the opportunities the Summa lands present (the
Hughes Claims), while also exploring other locations which are believed to be
prospective for hosting lithium or graphite mineralization, as well as
evaluating opportunities brought to our company by third parties.
On August 20, 2014, we announced that our company has entered into an asset
purchase agreement to sell our interests in the BC Sugar flake graphite
property, as well as the San Emidio and Fish Lake Valley lithium - brine
properties, to Pathion, Inc. The agreement was set to close at the end of
September 2014, but was extended to September 17, 2014 by mutual agreement, and
was further extended by mutual agreement on October 24, 2014 until January 17,
2015.
The terms of the agreement require that Pathion (a privately held Delaware
corporation) pay our company an initial $1.25 million, and issue 500,000 common
shares of Pathion stock at the closing. A further $1 million will be held in
escrow and paid out to our company on the first anniversary of the closing of
the transaction. The agreement also lays the groundwork for continuing
co-operation between the two companies moving forward. The companies anticipate
that the agreement will close by the end of September 2014.
After the Pathion transaction, our company will continue to progress with our
assessment of the Mount Heimdal graphite property, and our 25% interest in
Summa, LLC, a private Nevada company that holds the residue of Howard Hughes'
Summa Corp., while generating new prospects and evaluating property submittals
for option or purchase.
FISH LAKE VALLEY PROPERTY
Fish Lake Valley is a lithium enriched playa (also known as a salar, or salt
pan), which is located in northern Esmeralda County in west central Nevada, and
the property is roughly centered at 417050E 4195350N (NAD 27 CONUS). We
currently hold forty (40) 80-acre Association Placer claims that cover
approximately 3,200 acres (1280 hectares). Lithium-enriched Tertiary-era Fish
15
Lake formation rhyolitic tuffs or ash flow tuffs have accumulated in a valley or
basinal environment. Over time interstitial formational waters in contact with
these tuffs, have become enriched in lithium, boron and potassium which could
possibly be amenable to extraction by evaporative methods. Our company allowed
56 claims to lapse on September 1, 2012, which covered the southern playa area.
These claims were allowed to lapse as it was determined through the course of
work over the past three years that they are not overly prospective for hosting
lithium brine resources, nor is it strategically advantageous to continue to
hold them.
The property was originally held under mining lease purchase agreement dated
June 1, 2009, between Nevada Lithium Corporation, and Nevada Alaska Mining Co.
Inc., Robert Craig, Barbara Craig, and Elizabeth Dickman. Nevada Lithium issued
to the vendors $350,000 worth of common stock of our company in eight regular
disbursements. All disbursements were made of stock worth a total of $350,000,
and claim ownership was transferred to our company.
The geological setting at Fish Lake Valley is highly analogous to the salars of
Chile, Bolivia, and Peru, and more importantly Clayton Valley, where Chemetall
has its Silver Peak lithium-brine operation. Access is excellent in Fish Lake
Valley with all-weather gravel roads leading to the property from state highways
264, and 265, and maintained gravel roads ring the playa. Power is available
approximately 10 miles from the property, and the village of Dyer is
approximately 12 miles to the south, while the town of Tonopah, Nevada is
approximately 50 miles to the east.
Our company completed a number of geochemical and geophysical studies on the
property, and conducted a short drill program on the periphery of the playa in
the fall of 2010. Near-surface brine sampling during the spring of 2011 outlined
a boron/lithium/potassium anomaly on the northern portions of the northern
playa, that is roughly 1.3 x 2 miles long, which has a smaller higher grade core
where lithium mineralization ranges from 100 to 150 mg/L (average 122.5 mg/L),
with boron ranging from 1,500 to 2,670 mg/L (average 2,219 mg/L), and potassium
from 5,400 to 8,400 mg/L (average 7,030 mg/L). Wet conditions on the playa
precluded drilling there in 2011, and for a good portion of 2012, however a
window of opportunity presented itself in late fall 2012. In November/December
2012 we conducted a short direct push drill program on the northern end of the
playa, wherein a total of 1,240.58 feet (378.09 meters) was drilled in 20 holes
at 17 discrete sites, and an area of 3,356 feet (1,023 meters) by 2,776 feet
(846 meters) was systematically explored by grid probing. The deepest hole was
81 feet (24.69 meters), and the shallowest hole that produced brine was 34 feet
(10.36 meters). The average depth of the holes drilled during the program was 62
feet (18.90 meters). The program successfully demonstrated that
lithium-boron-potassium-enriched brines exist to at least 62 feet (18.9 meters)
depth in sandy or silty aquifers that vary from approximately three to ten feet
(one to three meters) in thickness. Average lithium, boron and potassium
contents of all samples are 47.05 mg/L, 992.7 mg/L, and 0.535% respectively,
with lithium values ranging from 7.6 mg/L to 151.3 mg/L, boron ranging from 146
to 2,160.7 mg/L, and potassium ranging from 0.1 to 1.3%. The anomaly outlined by
the program is 1,476 by 2,461 feet (450 meters by 750 meters), and is not fully
delimited, as the area available for probing was restricted due to soft ground
conditions to the east and to the south. A 50 mg/L lithium cutoff is used to
define this anomaly and within this zone average lithium, boron and potassium
contents are 90.97 mg/L, 1,532.92 mg/L, and 0.88% respectively. On September 3,
2013, we announced that drilling had commenced at Fish Lake Valley. Due to
storms and wet conditions in the area which our company hoped to concentrate on,
the playa was not passable, and so the program concentrated on larger step-out
drilling well off the playa. This 11 hole, 1,025 foot program did prove that
mineralization does not extend much, if at all, past the margins of the playa,
as none of the fluids encountered in this program were particularly briny, and
returned values of less than 5 mg/L lithium.
Our company is very pleased with the results here, and believes that the playa
at Fish Lake Valley may be conducive to the formation of a "silver peak" style
lithium brine deposit. Our company reviewed the results in regards to the
overall geological interpretation of the lithium, boron and potassium bearing
strata. The results confirm the presence of targeted mineralization and further
evaluation programs will focus on determining the extent and depth of
mineralization. Our company is currently assessing options on how best to
further explore here.
16
SAN EMIDIO PROPERTY
The San Emidio property, located in Washoe County in northwestern Nevada, was
acquired through the staking of claims in September 2011. The twenty, 80-acre,
Association Placer claims currently held here cover an area of approximately
1,600 acres (640 hectares). Ten claims in the southern portions of the original
claim block that was staked in 2011 were allowed to lapse on September 1, 2012,
and a further ten claims were then staked and recorded. These new claims are
north of and contiguous to the surviving claims from our earlier block. The
property is approximately 65 miles north-northeast of Reno, Nevada, and has
excellent infrastructure.
We developed this prospect during 2009, and 2010 through surface sampling, and
the early reconnaissance sampling determined that anomalous values for lithium
occur in the playa sediments over a good portion of the playa. This sampling
appeared to indicate that the most prospective areas on the playa may be on the
newly staked block proximal to the southern margin of the basin, where it is
possible the structures that are responsible for the geothermal system here may
also have influenced lithium deposition in sediments.
Our company conducted near-surface brine sampling in the spring of 2011, and a
high resolution gravity geophysical survey in summer/fall 2011. Our company then
permitted a 7 hole drilling program with the Bureau of Land Management in late
fall 2011, and a direct push drill program was commenced in early February 2012.
Drilling here delineated a narrow elongated shallow brine reservoir which is
greater than 2.5 miles length, and which is adjacent to a basinal feature
outlined by the earlier gravity survey. Two values of over 20 milligrams/liter
lithium were obtained from two holes located centrally in this brine anomaly.
Most recently we drilled this prospect in late October 2012, further testing the
area of the property in the vicinity where prior exploration by our company
discovered elevated lithium levels in subsurface brines. During the 2012 program
a total of 856 feet (260.89 meters) was drilled at 8 discrete sites. The deepest
hole was 160 feet (48.76 meters), and the shallowest hole that produced brine
was 90 feet (27.43 meters). The average depth of the seven hole program was 107
feet (32.61 meters). The program better defined a lithium-in-brine anomaly that
was discovered in early 2012. This anomaly is approximately 0.6 miles (370
meters) wide at its widest point by more than 3 miles (2 kilometers) long. The
peak value seen within the anomaly is 23.7 mg/l lithium, which is 10 to 20 times
background levels outside the anomaly. Our company believes that, much like Fish
Lake Valley, the playa at San Emidio may be conducive to the formation of a
"silver peak" style lithium brine deposit, and the recent drilling indicates
that the anomaly occurs at or near the intersection of several faults that may
have provided the structural setting necessary for the formation of a
lithium-in-brine deposit at depth.
Our company has compiled all data, and recently amended its permit with the
Bureau of Land Management, to allow for a deeper drilling program.
MOUNT HEIMDAL FLAKE GRAPHITE PROPERTY
On April 15, 2013, we entered into a mining option agreement with our president,
Tom Lewis, wherein we had the option to acquire a 100% interest in the Mount
Heimdal Flake Graphite property in the Slocan Mining Division of British
Columbia, Canada.
The Mount Heimdal property is comprised of three mineral claims, which encompass
2,582 acres (1,045 hectares) of highly metamorphosed rock. The property is
roughly six miles (10 kms) south of Eagle Graphite's Black Crystal quarry, and
is located within the same package of gneisses, graphite mineralized marbles,
and calc-silicate gneisses. Data from BC Geological Survey assessment reports
indicate that mineralization grading up to 4.8% graphitic carbon may be located
on the property.
High purity graphite is presently the most widely used anode material for
lithium ion battery technology, and typically greater than 10 times more
graphite is used in comparison to lithium in lithium ion battery production. In
addition to increased graphite consumption due to growth in lithium ion
batteries sales, carbon fiber composites are increasingly being utilized in
auto, and aircraft construction. Also, presently there is considerable research
into graphene, a flake graphite product, and it is possible a myriad of new
applications or discoveries will ensue as a direct result of this work.
17
Pursuant to the terms of the original agreement, we were required to spend
$15,000 in exploration on the property and complete an assessment report by
November 30, 2013, and upon successful completion of the program and the report,
our company was to earn a 100% interest in the claims, subject to a 1.5% net
overriding royalty to the vendor from the proceeds of production.
Prospecting work was performed on the Mount Heimdal property in June/July 2013
and several mineralized zones were noted here, the best of which graded 3.72%
flake graphite. Although the work was encouraging it was decided that our
company would be best served presently by focusing on the BC Sugar property. Our
company negotiated an agreement with our president and director, Tom Lewis, as
the vendor of Mount Heimdal, whereby Mr. Lewis assigned his 100% interest in the
property for a 2% net smelter royalty on any proceeds from future production
from the property. In addition Mr. Lewis holds title to both the Mount Heimdal,
and BC Sugar properties, in trust, for our company and will transfer all
interest at such time as our company creates a subsidiary that is eligible to
hold title in mineral properties in British Columbia.
In August 2014, an exploration crew was mobilized to explore the Mt Heimdal
flake graphite property. This year's program focused on flake graphite
mineralization discovered on the property during the brief program undertaken in
2013, while exploring other areas of the property that may also be prospective
for hosting flake graphite mineralization. Our company is currently waiting for
results, and a geologists report.
BC SUGAR FLAKE GRAPHITE PROPERTY
On June 6, 2013, we entered into a mining claim sale agreement with Herb Hyder
wherein Mr. Hyder agreed to sell to our company a 50.829 acre (20.57 hectare)
claim located in the Cherryville area of British Columbia. As consideration for
the purchase of the property, we issued 250,000 shares of our company's common
stock to Mr. Hyder. In addition to the acquired claim, our company staked or
acquired another 13 claims at various times over the subsequent months, to bring
the total area held under tenure to approximately 19,816 acres (8,020 hectares).
The flake graphite mineralization of interest here is hosted predominately in
graphitic quartz/biotite, and lesser graphitic calc-silicate gneisses. The rocks
in the general area of the BC Sugar prospect are similar to the host rocks in
the area of the crystal graphite deposit 55 miles (90 kms) to the southeast, in
the vicinity of our company's Mount Heimdal block of claims.
The BC Sugar property is well placed in the Shushwap Metamorphic Complex, in a
geological environment favorable for the formation of flake graphite deposits,
and is in an area of excellent logistics, with a considerable network of logging
roads within the project area. Additionally the town of Lumby is approximately
19 miles (30 kms) to the south of the property, while the City of Vernon is only
30 miles (50 kms) to the southwest of the western portions of the claim block.
We received final assays from the October 2013 prospecting and geological
program at the BC Sugar property in December of 2013. This latest round of work
increased the area known to be underlain by graphitic bearing gneisses, and
further evaluations were made in the area of the Sugar Lake, Weather Station,
and Taylor Creek showings. In the general vicinity of the Weather Station
showing, a further 13 samples were taken, and hand trenching was performed at
one of several outcrops in the area. In the trench a 5.2 meter interval returned
an average of 3.14% graphitic carbon, all in an oxidized relatively friable
gneissic host rock. Additionally a hydrothermal or vein type mineralized
graphitic quartz boulder was discovered in the area which graded up to 4.19%
graphitic carbon. The source of this boulder was not discovered during this
program, but it is felt to be close to its point of origin. Samples
representative of the mineralization encountered here were taken for
petrographic study, which was received in late 2013. A brief assessment work was
performed in September 2014 to ensure all claims in the package are in good
standing prior to the sale of this asset to Pathion.
18
THE HUGHES CLAIMS
Effective April 23, 2014, we entered into an operating agreement with All
American Resources, L.L.C and TY & Sons Investments Inc. with respect to Summa,
LLC, a Nevada limited liability company incorporated on December 12, 2013,
wherein we hold a 25% membership in a number of patented mining claims that
spring from the once vast holdings of Howard Hughes. Our company's capital
contribution paid to Summa, LLC was $125,000, of which $100,000 was in cash and
the balance in services.
Our company participated in the formation of Summa, which holds 88 fee-title
patented lode claims, which cover approximately 1,191.3 acres of prospective
mineral lands. Our company has recently signed a joint operating agreement with
the other participants to govern the conduct of Summa, and the development of
the lands. Our company's president, Tom Lewis, has been named as a managing
member of Summa.
The Hughes lands are situated in six discrete prospect areas in Nevada, the most
notable of which being the Tonopah block where Summa holds 56 claims that cover
approximately 770 acres in the heart of the historic mining camp where over 1.8
million ounces of gold and 174 million ounces of silver were produced
predominately in the early 1900's. The Hughes claims include a number of the
prolific past producers in Tonopah, such as the Belmont, the Desert Queen, and
the Midway mines. In addition there are also claims in the area of the past
producing Klondyke East mining district, which is to the south of Tonopah, and
at the town of Belmont (not to be confused with the Belmont claim in Tonopah),
Nevada, another notable silver producer from the 1800's, which is roughly 40
miles to the northeast of Tonopah.
Recently research has been conducted on the Hughes properties, focusing on the
Tonopah area where reporting in the 1980's, indicate that over 2.175 million
tons of mine dumps and mill tailings exist at surface on Summa's properties that
contain in the order of 3.453 million ounces of silver, and 28,500 ounces of
gold. In addition to this easily extractable surficial resource, other reports
indicate that 300 - 500,000 tons of mineralized material is expected to remain
at depth in old workings on Summa's properties, which is believed to contain an
average 20 ounces silver and 0.02 ounces gold per ton. Also several partially
tested exploration targets have been identified on Summa's Tonopah claims, where
further work could potentially lead to a marked increase in known underground
resources.
In the general area of our company's newest acquisition, West Kirkland Mining
has recently announced that it has completed a $29.2 million dollar financing,
the proceeds of which were used to purchase a 75% interest in Allied Nevada Gold
Corporation's Tonopah properties. West Kirkland also has the option to purchase
the remaining 25% interest by paying Allied Nevada a further $10 million dollars
on or before October 23, 2016. West Kirkland has recently compiled an updated
NI-43-101 resource on the Hasbrouck, and Three Hills prospects which are roughly
5.5 and 2 miles, respectively, from Summa's Tonopah claim block and it is West
Kirkland's intent to advance these properties to a pre-feasibility study and
initiate mine permitting.
We are currently exploring other locations which are believed to be prospective
for hosting lithium or graphite mineralization, as well as evaluating
opportunities brought to our company by third parties.
Additionally our company is looking to ramp up its generative program exploring
for new deposits of next generation battery related materials.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2014 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2013
We had a net loss of $131,743 for the three month period ended September 30,
2014, which was $2,841 more than the net loss of $128,902 for the three month
period ended September 30, 2013. The change in our results over the two periods
is negligible.
19
The following table summarizes key items of comparison and their related
increase (decrease) for the three month periods ended September 30, 2014 and
2013:
Change Between
Three Month Period
Ended
Three Months Three Months September 30, 2014
Ended Ended and
September 30, September 30, September 30,
2014 2013 2013
---------- ---------- ----------
Professional fees $ 8,372 $ 10,977 $ (2,605)
Depreciation -- 73 (73)
Exploration expenses 54,661 79,983 (25,322)
Consulting fees 29,338 13,750 15,588
Insurance expense 4,371 4,372 (1)
Investor relations 8,314 8,240 74
Transfer agent and filing fees 1,615 1,482 133
Travel 3,829 7,620 (3,791)
General and administrative 3,439 2,501 938
Loss on investment 17,868 -- 17,868
Interest/Other (income) expense (64) (96) (32)
---------- ---------- ----------
Net loss $ (131,743) $ (128,902) $ (2,841)
========== ========== ==========
NINE MONTHS ENDED SEPTEMBER 30, 2014 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 2013
We had a net loss of $272,441 for the nine month period ended September 30,
2014, which was $17,950 less than the net loss of $290,391 for the nine month
period ended September 30, 2013. The change in our results over the two periods
is primarily the result of a decrease in exploration expenses and stock based
compensation.
The following table summarizes key items of comparison and their related
increase (decrease) for the nine month periods ended September 30, 2014 and
2013:
Change Between
Nine Month Period
Ended
Nine Months Nine Months September 30, 2014
Ended Ended and
September 30, September 30, September 30,
2014 2013 2013
---------- ---------- ----------
Professional fees $ 36,582 $ 41,010 $ (4,428)
Depreciation -- 181 (181)
Exploration expenses 79,462 104,572 (25,110)
Consulting fees 74,863 53,200 21,663
Insurance expense 7,286 13,116 (5,830)
Investor relations 26,929 33,014 (6,085)
Transfer agent and filing fees 3,519 5,383 (1,864)
Travel 17,387 22,156 (4,769)
Stock option compensation -- 10,089 (10,089)
General and administrative 8,773 7,954 819
Loss on investment 17,868 -- 17,868
Interest/Other income (228) (284) (56)
---------- ---------- ----------
Net loss $ (272,441) $ (290,391) $ (17,950)
========== ========== ==========
20
REVENUE
We have not earned any revenues since our inception and we do not anticipate
earning revenues in the upcoming quarter.
LIQUIDITY AND CAPITAL RESOURCES
Our balance sheet as of September 30, 2014 reflects current assets of $475,303.
We had cash in the amount of $445,269 and working capital in the amount of
$454,207 as of September 30, 2014. We have sufficient working capital to enable
us to carry out our stated plan of operation for the next twelve months.
WORKING CAPITAL
At At
September 30, December 31,
2014 2013
---------- ----------
Current assets $ 475,303 $ 830,657
Current liabilities 21,096 12,982
---------- ----------
Working capital $ 454,207 $ 817,675
========== ==========
We anticipate generating losses and, therefore, may be unable to continue
operations further in the future.
CASH FLOWS
Nine Months Ended
September 30,
2014 2013
---------- ----------
Net cash (used in) operating activities $ (253,392) $ (288,679)
Net cash (used in) investing activities (106,395) (24,889)
Net cash provided by (used in) financing activities (2,500) Nil
---------- ----------
Net (decrease) in cash during period $ (362,287) $ (313,568)
========== ==========
OPERATING ACTIVITIES
Net cash used in operating activities during the nine months ended September 30,
2014 was $253,392, a decrease of $35,287 from the $288,679 net cash outflow
during the nine months ended September 30, 2013.
INVESTING ACTIVITIES
The primary driver of cash used in investing activities was continued
expenditures related to the acquisition and maintenance of resource properties.
Cash used in investing activities during the nine months ended September 30,
2014 was $106,395, which was a $81,506 increase from the $24,889 cash used in
investing activities during the nine months ended September 30, 2013. This
increase in the cash used in investing activities was primarily due to
expenditures related to acquisition of an investment and the maintenance of
resource properties.
FINANCING ACTIVITIES
Cash used in financing activities during the nine months ended September 30,
2014 was $2,500 as compared to $Nil in cash provided by financing activities
during the nine months ended September 30, 2013.
21
We estimate that our operating expenses and working capital requirements for the
next 12 months to be as follows:
ESTIMATED NET EXPENDITURES DURING THE NEXT TWELVE MONTHS
General and administrative expenses $235,000
Exploration expenses 235,000
Travel 40,000
--------
TOTAL $510,000
========
To date we have relied on proceeds from the sale of our shares and on loans from
our sole director and officer in order to sustain our basic, minimum operating
expenses; however, we cannot guarantee that we will secure any further sales of
our shares or that our sole officer and director with provide us with any future
loans. We estimate that the cost of maintaining basic corporate operations
(which includes the cost of satisfying our public reporting obligations) will be
approximately $2,000 per month. Due to our current cash position of
approximately $445,269 as of September 30, 2014, we estimate that we have
sufficient cash to sustain our basic operations for the next twelve months.
We are not aware of any known trends, demands, commitments, events or
uncertainties that will result in or that are reasonably likely to result in our
liquidity increasing or decreasing in any material way.
FUTURE FINANCINGS
We anticipate continuing to rely on equity sales of our common stock in order to
continue to fund our business operations. Issuances of additional shares will
result in dilution to our existing stockholders. There is no assurance that we
will achieve any additional sales of our equity securities or arrange for debt
or other financing to fund our planned business activities.
We presently do not have any arrangements for additional financing for the
expansion of our exploration operations, and no potential lines of credit or
sources of financing are currently available for the purpose of proceeding with
our plan of operations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, and capital
expenditures or capital resources that are material to stockholders.
CRITICAL ACCOUNTING POLICIES
ACCOUNTING BASIS
Our company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). Our
company has adopted a December 31 fiscal year end.
BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of our company have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the audited financial statements
and notes thereto contained in our company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2013 filed with the SEC. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for the financial statements to be not misleading have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Certain notes to the
financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
2013 as reported in Form 10-K, have been omitted.
22
CASH AND CASH EQUIVALENTS
Cash includes cash on account, demand deposits, and short-term instruments with
maturities of three months or less.
CONCENTRATIONS OF CREDIT RISK
Our company maintains our cash in bank deposit accounts, the balances of which
at times may exceed federally insured limits. Our company continually monitors
our banking relationships and consequently has not experienced any losses in
such accounts. Our company believes we are not exposed to any significant credit
risk on cash and cash equivalents.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
REVENUE RECOGNITION
Our company has yet to realize revenues from operations. Once our company has
commenced operations, we will recognize revenues when delivery of goods or
completion of services has occurred provided there is persuasive evidence of an
agreement, acceptance has been approved by our customers, the fee is fixed or
determinable based on the completion of stated terms and conditions, and
collection of any related receivable is probable.
LOSS PER SHARE
Basic loss per share is computed by dividing loss available to common
shareholders by the weighted average number of common shares outstanding during
the year. The computation of diluted earnings per share assumes the conversion,
exercise or contingent issuance of securities only when such conversion,
exercise or issuance would have a dilutive effect on earnings per share. The
dilutive effect of convertible securities is reflected in diluted earnings per
share by application of the "if converted" method. In the periods in which a
loss is incurred, the effect of potential issuances of shares under options and
warrants would be anti-dilutive, and therefore basic and diluted losses per
share are the same.
INCOME TAXES
The asset and liability approach is used to account for income taxes by
recognizing deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
basis of assets and liabilities.
FINANCIAL INSTRUMENTS
Our company's financial instruments consist of cash, deposits, prepaid expenses,
and accounts payable and accrued liabilities. Unless otherwise noted, it is
management's opinion that our company is not exposed to significant interest,
currency or credit risks arising from these financial instruments. Because of
the short maturity and capacity of prompt liquidation of such assets and
liabilities, the fair value of these financial instruments approximate their
carrying values, unless otherwise noted.
MINERAL PROPERTIES
Costs of exploration, carrying and retaining unproven mineral lease properties
are expensed as incurred. Mineral property acquisition costs are capitalized
including licenses and lease payments. Although our company has taken steps to
verify title to mineral properties in which we has an interest, these procedures
do not guarantee our company's title. Such properties may be subject to prior
agreements or transfers and title may be affected by undetected defects.
Impairment losses are recorded on mineral properties used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount.
Impairment of $0 and $0 was recorded during the three and nine months ended
September 30, 2014 and 2013, respectively.
OFFICE LEASE
Our company rents office space in Las Vegas, Nevada for $700 per month. The
arrangement is on a month-by-month basis and can be terminated by either party.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the SECURITIES
EXCHANGE ACT OF 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our president (our principal executive
officer, principal financial officer and principle accounting officer) to allow
for timely decisions regarding required disclosure.
As of the end of the quarter covered by this report, we carried out an
evaluation, under the supervision and with the participation of our president
(our principal executive officer, principal financial officer and principle
accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president (our
principal executive officer, principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the period covered by this report there were no changes in our internal
control over financial reporting that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our
company, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
executive officers or affiliates, or any registered or beneficial stockholder,
is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. OTHER INFORMATION
On August 13, 2014, Tom Lewis resigned as president, secretary and treasurer of
our company. Mr. Lewis remains as a member of our board of directors. The
resignation of Mr. Lewis was not the result of any disagreement with our company
regarding our operations, policies, practices or otherwise.
On August 13, 2014, we appointed Brian Goss as president, secretary and
treasurer of our company. Mr. Goss currently stands as a member of our board of
directors.
ITEM 6. EXHIBITS
Exhibit
Number Description
------ -----------
(3) ARTICLES OF INCORPORATION AND BYLAWS
3.1 Articles of Incorporation (Incorporated by reference to our
Registration Statement on Form SB-2 filed on December 21, 2007)
3.2 Bylaws (Incorporated by reference to our Registration Statement on Form
SB-2 filed on December 21, 2007)
3.3 Articles of Merger (Incorporated by reference to our Current Report on
Form 8-K filed on October 2, 2009)
3.4 Certificate of Change (Incorporated by reference to our Current Report
on Form 8-K filed on October 2, 2009)
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
4.1 2009 Stock Option Plan (Incorporated by reference to our Current Report
on Form 8-K filed on December 30, 2009)
(10) MATERIAL CONTRACTS
10.1 Lease Purchase Agreement dated June 1, 2009 between Nevada Lithium
Corporation, Nevada Mining Co., Inc., Robert Craig, Barbara Craig and
Elizabeth Dickman. (Incorporated by reference to our Current Report on
Form 8-K filed on October 26, 2009)
10.3 Mining Option Agreement dated April 15, 2013 between our company and
Thomas Lewis (incorporated by reference to our Current Report on Form
8-K filed on April 22, 2013)
10.4 Mining Claim Sale Agreement dated June 6, 2013 between our company and
Herb Hyder (incorporated by reference to our Current Report on Form 8-K
filed on June 12, 2013)
10.5 Trust Agreement dated August 30, 2013 between our company and Tom Lewis
(incorporated by reference to our Quarterly Report on Form 10-Q filed
on November 7, 2013)
10.6 Operating Agreement dated effective April 23, 2014 between our company,
All American Resources, L.L.C. and TY & Sons Investments Inc.
(incorporated by reference to our Current Report on Form 8-K filed on
April 29, 2014)
10.7* Asset Purchase Agreement dated August 15, 2014 between our company and
Pathion, Inc.
(14) CODE OF ETHICS
14.1 Code of Business Conduct and Ethics (incorporated by reference to our
Annual Report on Form 10-K filed on April 15, 2013)
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(21) SUBSIDIARIES OF THE REGISTRANT
21.1 Nevada Lithium Corporation, a Nevada corporation
(31) RULE 13A-14 (D)/15D-14D) CERTIFICATIONS
31.1* Section 302 Certification by the Principal Executive Officer and
Principal Financial Officer.
(32) SECTION 1350 CERTIFICATIONS
32.1* Section 906 Certification by the Principal Executive Officer and
Principal Financial Officer.
101** INTERACTIVE DATA FILE
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
----------
* Filed herewith.
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the
Interactive Data Files on Exhibit 101 hereto are deemed not filed or part
of any registration statement or prospectus for purposes of Sections 11 or
12 of the Securities Act of 1933, are deemed not filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, and otherwise are
not subject to liability under those sections.
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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.
LITHIUM CORPORATION
(Registrant)
Dated: November 7, 2014 /s/ Brian Goss
---------------------------------------
Brian Goss
President, Treasurer, Secretary and
Director (Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
27