U.S. Lithium Corp. - Annual Report: 2018 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
o TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ] to [ ]
Commission file number 000-55604
U.S. LITHIUM, CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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98-0514250
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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12340 Seal Beach, Blvd. Suite B-190, Seal Beach, CA
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90740
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (702) 866-2500
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange On Which Registered
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N/A
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N/A
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Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes ☐ No ☒
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 last 90
days.Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate
Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☒
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes ☐ No ☒
The
aggregate market value of Common Stock held by non-affiliates of the Registrant on June 30, 2017 was $Nil based on a $0.0230 average bid and asked price of such common
equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of
the latest practicable date.
2,626,086
common shares as of March 20, 2019
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
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Item 1.
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Business
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3
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Item 1A.
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Risk Factors
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10
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Item 1B.
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Unresolved Staff Comments
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14
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Item 2.
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Properties
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14
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Item 3.
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Legal Proceedings
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14
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Item 4.
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Mine Safety Disclosures
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15
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
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15
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Item 6.
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Selected Financial Data
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17
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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17
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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22
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Item 8.
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Financial Statements and Supplementary Data
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23
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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37
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Item 9A.
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Controls and Procedures
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37
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Item 9B.
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Other Information
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38
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Item 10.
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Directors, Executive Officers and Corporate Governance
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39
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Item 11.
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Executive Compensation
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41
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
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43
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Item 13.
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Certain Relationships and Related Transactions and Director Independence
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43
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Item 14.
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Principal Accounting Fees And Services
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44
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Item 15.
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Exhibits, Financial Statement Schedules
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44
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2
PART I
Item 1. Business
FORWARD-LOOKING STATEMENTS
This annual 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, including the risks in the section entitled “Risk 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 financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States
Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All
references to “US$” refer to United States dollars and all references to “common stock” refer to the common shares in our capital stock.
As used in this annual report, the terms “we”, “us”, “our” and “our company” mean U.S. Lithium, Corp. , unless otherwise
indicated.
Corporate History
We were incorporated as Rostock Ventures Corp. on November 2, 2006, under the laws of the State of Nevada. We are a
natural resource exploration and development company engaged in the exploration, acquisition, and development of mineral properties in North and South America. Our business also includes a technology venture, iWeedz.com, our planned internet
e-commerce platform and search engine designed to connect consumers with cannabis vendors.
Effective March 12, 2014, we entered into a patent, technical information and trade mark license agreement with Windward
International LLC pursuant to which our company acquired an exclusive license to use exploit certain patents, technical information and trademarks comprising the iWeedz.com platform, an e-commerce and marketing platform. We paid 4,000,000 shares
of our company’s common stock in consideration of the license and granted a 2% royalty on all net sales derived from the use of the patents, technical information and trademark. However, due to a lack of financing, we have not fully developed or
launched the iWeedz.com platform. We continue hold our license in the iWeedz.com platform and to evaluate opportunities to monetize this intellectual property.
On September 30, 2015 our board of directors and a majority of our stockholders approved an increase of our authorized
capital from 100,000,000 shares of common stock, par value $0.001 to 500,000,000 shares of common stock, par value $0.001. A Certificate of Amendment to effect the increase to our authorized capital was filed and became effective with the Nevada
Secretary of State on October 20, 2015.
On April 4, 2016, our company entered into a letter of intent with Rangefront Consulting LLC (“Rangefront”).
Further to the letter of intent, on April
25, 2016, we entered into a definitive agreement with Rangefront whereby Rangefront granted us the option to acquire 100% of the title, interest and right in and to four mineral claims, known as the Elon claims, located in Esmerelda County,
Nevada. In exchange for the grant of the Option by Rangefront, we paid $3,500 to Rangefront on signing of the agreement and issued an aggregate of 200,000 restricted common shares of our company to Brian Goss as the authorized
representative of Rangefront.
3
On April 25, 2016, our board of directors approved an agreement and plan of merger to merge with our wholly-owned
subsidiary U.S. Lithium, Corp., a Nevada corporation, to effect a name change from “Rostock Ventures Corp.” to “U.S. Lithium, Corp.”. Our company remains the surviving company. U.S. Lithium, Corp. was formed solely for the change of name.
Articles of Merger to effect the merger and change of name were filed with the Nevada Secretary of State on May 9,
2016, with an effective date of May 11, 2016. In connection with the change of name, effective June 13, 2016, our trading symbol changed to LITH and we adopted the new CUSIP number 90351E 105.
On February 24, 2017, the Company entered into an Option/Purchase Agreement dated February 23, 2017 (the “Agreement”)
with Diamond Hunter Ltd. (the “Optionor”) pursuant to which we acquired an exclusive option to purchase a 100% interest in the Gochagar Lake Nickel-Copper-Cobalt project claims. The project consists of four claims covering 3,759 hectares, is
located in northern Saskatchewan approximately 75 km north of the town of La Ronge. In consideration of the option, on February 23, 2017, the Company issued 8,000,000 shares of its common stock to the principals of the Optionor with a fair
value of $361,600.
The Company sold its interest in the Gochager Lake property in April 2018 for $60,000 and 3,000,000 common shares of
Cameo Cobalt Corp, a company listed on the TSX Venture Exchange in Canada. The Company recorded a gain of $675,404 on the sale of the Gochager Lake Property which was
offset by an unrealized loss of $814,872 relating to the change in fair value of the Company’s holdings of Cameo common shares which were received as part of the sale of the Gochager Lake property.
Other Recent Transactions
On April 16, 2017 the Company entered into a securities purchase agreement with Robert Seeley pursuant to which, in
consideration for $8,000 in cash, the Company issued to Mr. Seeley a convertible promissory note for the aggregate principal sum of $8,000 The note bears simple interest at a rate of 10% per annum and is convertible in common shares of
our company for $1.20 per share. This note matures in one year from issuance.
On May 23, 2017 the Company entered into a securities purchase agreement with Robert Seeley pursuant to which, in
consideration for $25,000 in cash, the Company issued to Mr. Seeley a convertible promissory note for the aggregate principal sum of $25,000 The note, which was subsequently assigned to Catanga International S.A., bears simple interest at a
rate of 10% per annum and is convertible in common shares of our company for $0.92 per share. This note matures in one year from issuance.
Effective July 31, 2017, the Company entered
into amendment agreements with each Robert Seeley, and Catanga International S.A., pursuant to which certain convertible promissory notes previously issued to Mr. Seeley and Catanga International were amended to extend their applicable
maturity date by six months, in consideration for the reduction of their applicable conversion price to $0.60. The resulting amendments are described in the following table:
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Purchaser & Noteholder
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Note IssueDate
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Amount
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Original
Maturity
Date
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Amended
Maturity
Date
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Original
Conversion
Price
Per Share ($)
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Amended
Conversion
Price
Per Share ($)
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Robert Seeley
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5-May-16
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$
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50,000.00
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5-May-17
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5-Nov-17
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1.10
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0.60
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Robert Seeley
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11-May-2016
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$
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40,000.00
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11-May-17
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11-Nov-17
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1.40
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0.60
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Robert Seeley
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7-Nov-16
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$
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15,000.00
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7-Nov-17
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7-May-18
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0.76
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0.60
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Robert Seeley
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1-Dec-16
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$
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20,000.00
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1-Dec-17
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1-Jun-18
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1.20
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0.60
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Robert Seeley
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3-Mar-17
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$
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8,000.00
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3-Mar-18
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3-Sep-18
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1.20
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0.60
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Catanga International S.A.
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23-May-17
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$
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25,000.00
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23-May-18
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23-Nov-18
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0.92
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0.60
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Catanga International S.A.
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15-Jun-17
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$
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40,000.00
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15-Jun-18
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15-Dec-18
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0.72
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0.60
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4
The above described notes continue to bear interest at the rate of ten percent (10.0%) per annum, with all unpaid
principal and accrued interest being convertible, at the option of the holder, before and after maturity, into shares of our common stock at the prescribed conversion price. In addition, the holders of the notes will be restricted from
converting any outstanding balance payable pursuant to the notes if such conversion would result in them beneficially owning in excess of 9.99% of the Company’s issued and outstanding securities.
On August 1, 2017 our board of directors authorized the issuance of 1,280,827 shares of our common stock pursuant to the
conversion of convertible promissory notes dated April 8, 2016, April 21, 2016. The following table described the value of the converted promissory notes, the applicable conversion prices and the number of shares issued on the conversion date.
The conversion shares issued were reverse split (along with all outstanding shares) one new share for forty old shares in November, 2018.
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Noteholder
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IssueDate
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Principal
Amount
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Accrued
Interest
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Total
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Conversion
Price
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Conversion
Shares Issued
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||||||||||||||||
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Robert Seeley
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8-Apr-16
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$
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10,000.00
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$
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1,225.00
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$
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11,225.00
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0.0125
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904,960
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Robert Seeley
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21-Apr-16
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$
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5,000.00
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$
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594.44
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$
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5,594.44
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0.0150
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375,867
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Total
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$
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16,950
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1,280,827
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|||||||||||||||||||
Effective September 13, 2017, the Company entered into a Securities Purchase Agreement with Catanga International S.A.
pursuant to which we sold and issued to Catanga International S.A., in consideration of $20,000 in cash, a convertible promissory note in the aggregate principal amount of $20,000. The promissory note, which is payable on September 13, 2018,
bears simple interest at a rate of 10% per annum, and is convertible in common shares of our company at the option of the holder, in whole or in part, at the price of $1.16 per share.
Effective November 13, 2017, the Company entered into a Securities Purchase Agreement with Catanga International S.A.
pursuant to which we sold and issued to Catanga International S.A., in consideration of $22,000 in cash, a convertible promissory note in the aggregate principal amount of $22,000. The promissory note, which is payable on November 13, 2018,
bears simple interest at a rate of 10% per annum, and is convertible in common shares of our company at the option of the holder, in whole or in part, at the price of $0.84 per share.
Effective February 5, 2018, the Company entered into a Securities Purchase Agreement with Catanga International S.A.
pursuant to which we sold and issued to Catanga International S.A., in consideration of $20,000 in cash, a convertible promissory note in the aggregate principal amount of $20,000. The promissory note, which is payable on February 5, 2019, bears
simple interest at a rate of 10% per annum, and is convertible in common shares of our company at the option of the holder, in whole or in part, at the price of $0.84 per share.
Our Current Business
iWeedz.com
On November 29, 2016 we issued a news release announcing our intention to relaunch our proprietary iWeedz.com search
engine and e-commerce platform which was originally launched in February 2014. The iWeedz.com search engine is a cannabis information resource that connects consumers with vendors or likeminded individuals. iWeedz.com for vendors will be a cloud
based solution to manage inventory, post daily deals, attract new customer with proximity marketing via mobile phones, engage with customers via email & text messaging and offer payment processing. We intend to operate this technology
platform through a relaunched Website located at www.iWeedz.com, and through mobile application for Apple iPhone operating system (iOS) and Android operating systems. As of the date of this report, our website is not fully functional and our
application for Apple iOS and Android operating systems has not been released.
Our decision to revitalize the iWeedz platform comes at a time when several U.S. States have legalized and regulated, or
are in the process of legalizing and regulating, medical marijuana. The states of Alaska, California, Colorado, Maine, Massachusetts, Nevada, Oregon and Washington have also legalized marijuana for recreational use. Additionally, the Government
of Canada has been engaged in an ongoing process of regulating medical marijuana, and is expected to introduce legislation for the legalization of recreational marijuana in the spring of 2017.
5
iWeedz will generate revenue by charging member cannabis vendors a monthly fee and by selling banner space on its website
and application to these vendors. The banners will be viewable by iWeedz consumer members who are within the vendor’s geographic location and who indicate an interest in the vendor or its products, based on the member’s profile or specific user
information gathered by the iWeedz technology. We believe iWeedz’s targeted market intelligence will allow us to charge a premium for ad space. As of the date of this report, we have not yet determined the cost to our vendors for banner space.
Target Market
Our target market includes both businesses and consumers in the local marijuana industry. iWeedz is intended for all
types of cannabis consumers including those new to cannabis, medical marijuana patients, or recreational consumers, if recreational use is legally permitted in the consumer’s state of residence. iWeedz also targets both medicinal and recreational
dispensaries, depending on whether the specific geographical location legally permits recreational marijuana use.
Our target market further includes consumers who are frequent users of the internet, mobile phones and other mobile
devices to locate retailers, conduct online research and act on promotions such as daily deals, coupons or discounts.
Our Mineral Exploration Business
Our mineral exploration strategy is focused on the acquisition, and development of Cobalt, nickel, and lithium resources
properties to capitalize on the growing energy storage (battery) market associated with the popularization of electric vehicles.
Gochagar Lake,
Saskatchewan, Canada
On February 24, 2017, we entered into an Option/Purchase Agreement dated February 23, 2017 with Diamond Hunter Ltd.
(the “Optionor”) pursuant to which we acquired an exclusive option to purchase a 100% interest in the Gochagar Lake Nickel-Copper-Cobalt project claims. The project consists of four claims covering 3,759 hectares, is located in northern
Saskatchewan approximately 75 km north of the town of La Ronge. In consideration of the option, the Company issued 8,000,000 shares of its common stock to the principals of the Optionor.
The Company sold its interest in the Gochager Lake property in April 2018 for $60,000 and 3,000,000 common shares of
Cameo Cobalt Corp, a company listed on the TSX Venture Exchange in Canada. The Company recorded a gain of $675,404 on the sale of the Gochager Lake Property which was
offset by an unrealized loss of $814,872 relating to the change in fair value of the Company’s holdings of Cameo common shares which were received as part of the sale of the Gochager Lake property.
Elon Claims,
Esmeralda County Nevada
On April 25, 2016, we entered into a
definitive agreement with Rangefront whereby Rangefront granted us the option to acquire 100% of the title, interest and right in and to four mineral claims, known as the Elon claims, located in Esmerelda County, Nevada. In exchange for the
grant of the Option by Rangefront, we paid $3,500 to Rangefront on signing of the agreement and issued an aggregate of 200,000 restricted common shares of our company to Brian Goss as the authorized representative of Rangefront.
The Elon claim block consists of four 20-acre placer claims and is located in Esmerelda County, Nevada. Clayton Valley is
home to the only mine producing lithium from brine in North America. As at the date of this report, we have not conducted any exploration on the Elon Claims. On August 25, 2016, we renewed the Elon claims until September 1, 2017. We plan to
maintain the claims for the foreseeable future but have no plans to conduct exploration on the property during fiscal 2019.
Competition
The mining industry is intensely competitive. We aim to compete with numerous individuals and companies, including many
major mining companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for access to investment funds to support acquisition, exploration and
development. There are other competitors that have operations in the areas in which our properties are located, and the presence of these competitors could adversely affect our ability to compete for financing and obtain the service providers,
staff or equipment necessary for the exploration and exploitation of our properties.
6
Compliance with Government Regulation
Regulation related to iWeedz.com
We are subject to general business regulations and laws as well as regulations and laws specifically governing the
Internet and e-commerce. Existing and future regulations and laws could impede the growth of the Internet or other online services. These regulations and laws may involve taxation, tariffs, subscriber privacy, anti-spam, data protection, content,
copyrights, distribution, electronic contracts and other communications, consumer protection, the provision of online payment services and the characteristics and quality of services. It is not clear how existing laws governing issues such as
sales and other taxes, libel and personal privacy apply to the Internet as the vast majority of these laws were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised by the Internet or e-commerce.
In addition, it is possible that government entities or public interest groups may seek to censor content available on our website and application or may even attempt to completely block our emails or access to our websites. Adverse legal or
regulatory developments could substantially harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in certain locations, our ability to increase our customer base may be adversely affected.
Currently, we believe we are in compliance with such government regulations and laws.
Additionally, a variety of federal and state laws and regulations govern the collection, use, retention, sharing and
security of consumer data. The existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations. In addition, various federal and state legislative and regulatory bodies may expand current or enact
new laws regarding privacy matters. For example, recently there have been Congressional hearings and increased attention to the capture and use of location-based information relating to users of smartphones and other mobile devices. We intend to
post privacy policies and practices concerning the collection, use and disclosure of member data on our website and application. Several Internet companies have incurred substantial penalties for failing to abide by the representations made in
their privacy policies and practices. In addition, several states have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide
notice to consumers in the event of a security breach. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, Federal Trade Commission requirements or orders or other federal
or state privacy or consumer protection-related laws, regulations or industry self-regulatory principles, could result in claims, proceedings or actions against us by governmental entities or others or other liabilities, which could adversely
affect our business. In addition, a failure or perceived failure to comply with industry standards or with our own privacy policies and practices could result in a loss of consumer members or vendors and adversely affect our business. Federal and
state governmental authorities also continue to evaluate the privacy implications inherent in the use of third party web “cookies” for behavioral advertising. The regulation of these “cookies” and other current online advertising practices could
adversely affect our business.
Marijuana Regulation
At least 24 States in the USA, and the federal government of Canada have passed some form of legislation related to the
permission to grow, cultivate, sell or use marijuana either for medical purposes or for recreational or “adult use” purposes; or both. The various state legislation is not necessarily harmonious with one another, leading to potential conflicts
between state laws. It is most often not legal to transport cannabis-related products across state lines and national borders.
We do not intend to directly hold, handle, or distribute any marijuana products in any location within or outside of the
USA. We intend to comply with federal law that provides for certain exemptions for agricultural (industrial) hemp and certain byproducts to be manufactured and sold in the US. Our technology may have applications within the legal marijuana sector
and we may seek to license that technology to companies that have met and comply with state regulations for the sale or distribution of cannabis related products in any particular jurisdiction.
Mineral Exploration
Any operations at our mineral exploration properties will be subject to various federal, state, or provincial laws and
regulations in the US or Canada which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.
We will be required to obtain those licenses, permits or other authorizations currently required to conduct exploration and other programs. There are no current orders or directions relating to us or to our lithium properties with respect to the
foregoing laws and regulations. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including
rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with
such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on any of our mineral properties. We are not presently aware of any specific material environmental constraints
affecting our properties that would preclude the economic development or operation of our optioned property.
7
Environmental
Regulations
We are not aware of any material violations of environmental permits, licenses or approvals that have been issued with
respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental
regulations or other requirements.
While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose
additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results
of operations.
Research and Development
We have not incurred any research and development expenditures over the last two fiscal years.
Intellectual Property
Our company acquired an exclusive license to use certain patents, technical information and trademarks for a term of 500
years, pursuant to the license agreement with Windward dated March 12, 2014, including the domain names www.iWeeds.com, www.iWeedz.com and the platform that powers iWeeds.com.
Employees
We have no employees. Our officers and directors provide their services to our company as independent consultants.
REPORTS TO SECURITY
HOLDERS
We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities
and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and
Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and
Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.
Item 1A. Risk Factors
Much of the information included in this annual report includes or is based upon estimates, projections or other “forward
looking statements”. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future
performance suggested herein.
Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined
below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections
or other “forward looking statements”.
8
Risks Related to Our Business
We have a history of losses and no revenues, which raise substantial doubt about our ability to
continue as a going concern.
During the year ended December 31, 2018 we incurred aggregate net losses of $336,958. As at December 31, 2018, we have
not earned any revenue from operations, and we had an accumulated deficit of $1,844,328. We can offer no assurance that we will ever operate profitably or that we
will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the unpredictability of when vendors will utilize our
iWeedz.com technology platform, the demand for our technology platform, and the level of competition and general economic conditions.
Our company’s operations will be subject to all the risks inherent in the establishment of a developing enterprise and
the uncertainties arising from the absence of a significant operating history. No assurance can be given that we may be able to operate on a profitable basis.
Due to the nature of our business and the early stage of our development, our securities must be considered highly
speculative. We have not realized a profit from our operations to date and there is little likelihood that we will realize any profits in the short or medium term. Any profitability in the future from our business will be dependent upon the
successful commercialization or licensing of our technology platform, which is subject to numerous risk factors as set forth below.
We expect to continue to incur development costs and operating costs. Consequently, we expect to incur operating losses
and negative cash flows until our technology platform gains market acceptance sufficient to generate a commercially viable and sustainable level of sales, and/or additional products are developed and commercially released and sales of such
products made so that we are operating in a profitable manner. Our history of losses and no revenues raise substantial doubt about our ability to continue as a going concern.
We have had negative cash flows from operations since inception. We will require significant
additional financing, the availability of which cannot be assured, and if our company is unable to obtain such financing, our business may fail.
To date, we have had negative cash flows from operations and have depended on sales of our equity securities and debt
financing to meet our cash requirements. We may continue to have negative cash flows. We have estimated that we will require approximately $194,000 to carry out our business plan for the next twelve months. There is no assurance that actual cash
requirements will not exceed our estimates. We will require additional financing to finance working capital and pay for operating expenses and capital requirements until we achieve a positive cash flow.
Our ability to market the iWeedz.com technology platform will be dependent upon our ability to raise significant
additional financing. If we are unable to obtain such financing, we will not be able to fully develop our business. Specifically, we will need to raise additional funds to:
|
·
|
support our planned growth and carry out our business plan;
|
|
·
|
hire top quality personnel for all areas of our business; and
|
|
·
|
address competing technological and market developments.
|
We may not be able to obtain additional equity or debt financing on acceptable terms as required. Even if financing is
available, it may not be available on terms that are favorable to us or in sufficient amounts to satisfy our requirements. Any additional equity financing may involve substantial dilution to our then existing shareholders. If we require, but are
unable to obtain, additional financing in the future, we may be unable to implement our business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating results and compete effectively.
More importantly, if we are unable to raise further financing when required, we may be forced to scale down our operations and our ability to generate revenues may be negatively affected.
9
We have a limited operating history and if we are not successful in continuing to grow our business,
then we may have to scale back or even cease our ongoing business operations.
We have no history of revenues from operations and have no significant tangible assets. We have yet to generate positive
earnings and there can be no assurance that we will ever operate profitably. Accordingly, we must be considered in the development stage. Our success is significantly dependent on a successful commercialization of our technology platform. Our
operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to develop a successful technology platform
or achieve commercial acceptance of our iWeedz.com technology platform or operate on a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the
development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.
If we fail to effectively manage the growth of our company and the commercialization of our
technology platform, our future business results could be harmed and our managerial and operational resources may be strained.
As we proceed with the commercialization of our technology platform and the expansion of our marketing and
commercialization efforts, we expect to experience significant growth in the scope and complexity of our business. We will need to add staff to market our iWeedz.com technology platform, manage operations, handle sales and marketing efforts and
perform finance and accounting functions. We anticipate that we will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and
operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the
failure to manage growth effectively, could have a material adverse effect on our business and financial condition.
Because we face intense competition from larger and better-established companies that have more
resources than we do, we may be unable to implement our business plan or increase our revenues.
The market for our technology platform is intensely competitive and highly fragmented. Many of these competitors may have
longer operating histories, greater financial, technical and marketing resources, and enjoy existing name recognition and customer bases. New competitors may emerge and rapidly acquire significant market share. In addition, new services and
technologies likely will increase the competitive pressures we face. Competitors may be able to respond more quickly to technological change, competitive pressures, or changes in consumer demand. As a result of their advantages, our competitors
may be able to limit or curtail our ability to compete successfully.
In addition, many of our large competitors may offer customers a broader or superior range of services and technologies.
Some of our competitors may conduct more extensive promotional activities and offer lower commercialization and costs to customers than we do, which could allow them to gain greater market share or prevent us from establishing and increasing our
market share. Increased competition may result in significant price competition, reduced profit margins or loss of market share, any of which may have a material adverse effect on our ability to generate revenues and successfully operate our
business. Our competitors may develop technologies superior to those that our company currently possess. In the future, we may need to decrease our prices if our competitors lower their prices. Our competitors may be able to respond more quickly
to new or changing opportunities, services, technologies and customer requirements. Such competition will potentially affect our chances of achieving profitability, and ultimately affect our ability to continue as a going concern.
Our by-laws contain provisions indemnifying our officers and directors against all costs, charges and
expenses incurred by them.
Our by-laws contain provisions with respect to the indemnification of our officers and directors against all expenses,
liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him or her in connection with any action, suit or proceeding to which they were made parties by
reason of his or her being or having been one of our directors or officers.
Risks Associated with Mining
All of our properties are in the exploration stage. There is no assurance that we can establish the
existence of any mineral resource on any of our properties in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from operations and if we do not do so we will lose all of the funds that we expend on exploration.
If we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.
10
Despite exploration work on our mineral properties, we have not established that any of them contain any mineral reserve,
nor can there be any assurance that we will be able to do so. If we do not, our business could fail.
A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over
the Internet at http://www.sec.gov/about/forms/industryguides.pdf) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect
ever having a “reserve” that meets the requirements of the Securities and Exchange Commission’s Industry Guide 7 is extremely remote; in all probability our mineral resource property does not contain any “reserve” and any funds that we spend on
exploration will probably be lost.
Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that we
will be able to develop our properties into producing mines and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.
The commercial viability of an established mineral deposit will depend on a number of factors including, by way of
example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond
our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.
Mineral operations are subject to applicable law and government regulation. Even if we discover a
mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral resource. If we cannot exploit any mineral resource that we might discover on our properties, our
business may fail.
Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local
governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic
substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the
construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.
We believe that we are in compliance with all material laws and regulations that currently apply to our activities but
there can be no assurance that we can continue to remain in compliance. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or
maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned
exploration or development of our mineral properties.
If we establish the existence of a mineral resource on any of our properties in a commercially
exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail.
If we do discover mineral resources in commercially exploitable quantities on any of our properties, we will be required
to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a
major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot
raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.
Mineral exploration and development is subject to extraordinary operating risks. We do not currently
insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.
11
Mineral exploration, development and production involves many risks which even a combination of experience, knowledge and
careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our
operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not
to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise
from any such occurrence would have a material adverse impact on our company.
Mineral prices are subject to dramatic and unpredictable fluctuations.
We expect to derive revenues, if any, either from the sale of our mineral resource properties or from the extraction and
sale of lithium and/or associated byproducts. The price of those commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of
inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of
these factors on the price of base and precious metals, and therefore the economic viability of any of our exploration properties and projects, cannot accurately be predicted.
The mining industry is highly competitive and there is no assurance that we will continue to be
successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce or cease operations.
The mineral exploration, development, and production industry is largely un-integrated. We compete with other exploration
companies looking for mineral resource properties. While we compete with other exploration companies in the effort to locate and acquire mineral resource properties, we will not compete with them for the removal or sales of mineral products from
our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of mineral products. Therefore, we will likely be able
to sell any mineral products that we identify and produce.
In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial
resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral
resource properties that might yield reserves or result in commercial mining operations.
Risks Related to Our Common Stock
A decline in the price of our common stock could affect our ability to raise further working capital,
it may adversely impact our ability to continue operations and we may go out of business.
A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and
a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, a decline in the price of our common stock
could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all of our planned operations, we may be forced to
reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer and
not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.
If we issue additional shares in the future, it will result in the dilution of our existing
shareholders.
We are authorized to issue up to 500,000,000 shares of common stock with a par value of $0.001. Our board of directors
may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding
shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our
company.
12
Trading of our stock may be restricted by the Securities Exchange Commission's penny stock
regulations, which may limit a stockholder's ability to buy and sell our stock.
The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity
security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer
with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account.
The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the
customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to
these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common
stock.
FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.
In addition to the "penny stock" rules described above, the Financial Industry Regulatory Authority (FINRA), formerly the
National Association of Securities Dealers or NASD, has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.
Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other
information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Item 1B. Unresolved Staff Comments
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Properties
We do not own interests in any real property. We are currently using a portion of our chief executive officer’s home as our corporate headquarters and we use this space free of charge. Currently, this space is sufficient to meet our needs; however, once we expand our business to a
significant degree, we will have to find a larger space. All communications to our company may be directed to the company at 12340 Seal Beach, Blvd. Suite
B-190, Seal Beach, CA; Phone: (702) 866-2500.
Item 3. Legal Proceedings
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any
material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.
Item 4. Mine Safety Disclosures
Not applicable.
13
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Our common stock has been quoted on the OTC Markets since April 1, 2009. Our current stock symbol is “LITH.” Because we
are quoted on the OTC Markets, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.
The following quotations, obtained from OTC Markets, reflect the high and low bids for our common shares based on
inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
The high and low bid prices of our common stock for the periods indicated below are as follows:
OTC Markets(1)(2)
|
Quarter Ended
|
High
|
Low
|
||||||
|
December 31, 2018
|
$
|
0.96
|
$
|
0.08
|
||||
|
September 30, 2018
|
$
|
0.85
|
$
|
0.52
|
||||
|
June 30, 2018
|
$
|
1.10
|
$
|
0.60
|
||||
|
March 31, 2018
|
$
|
1.44
|
$
|
0.76
|
||||
|
December 31, 2017
|
$
|
2.00
|
$
|
0.60
|
||||
|
September 30, 2017
|
$
|
2.20
|
$
|
0.90
|
||||
|
June 30, 2017
|
$
|
1.84
|
$
|
0.80
|
||||
|
March 31, 2017
|
$
|
2.80
|
$
|
1.28
|
||||
|
December 31, 2016
|
$
|
1.80
|
$
|
1.52
|
||||
|
(1)
|
OTC Market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may
not represent actual transactions.
|
|
(2)
|
These prices retroactively reflect the Company’s 1 new share for 40 old shares reverse stock split which
took place on December 4, 2018.
|
Holders
As of March 20, 2019, our company had 5
holders of record of our common stock and 2,626,086 common shares issued and outstanding.
Dividends
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the
shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered
Securities
On February 12, 2018, the Company issued 126,238 split-adjusted common shares at a conversion price of $0.60 per share to
settle outstanding convertible debentures of $65,000 and accrued interest of $10,743.
On February 5, 2018, the Company entered into a loan agreement with Catanga International S.A. for cash proceeds of
$20,000 and issued Catanga a convertible promissory note. The promissory note, which is payable on February 5, 2019, bears simple interest at a rate of 10% per annum,
and is convertible into common shares of our company at the option of the holder, in whole or in part, at the price of $0.84 per share.
14
We issued the convertible promissory note on February 5, 2018 and the shares on February 12, 2018 in reliance on Rule 506
of Regulation D of the Securities Act of 1933, as amended, on the basis that the purchasers represented to our company that they are “accredited investors” as such term is defined in Rule 501(a) of Regulation D.
Except as noted above, we did not sell any equity securities which were not registered under the Securities Act during or
subsequent to the year ended December 31, 2018.
Equity Compensation Plan Information
We do not have a stock option plan in favor of any director, officer, consultant or employee of our company.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fiscal year ended December 31, 2018.
Item 6. Selected Financial Data
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction
with our financial statements and related notes included elsewhere in this report.
Results of Operations for the Years Ended December 31, 2018 and 2017
The following summary of our results of operations should be read in conjunction with our audited financial statements
for the years ended December 31, 2018 and 2017 which are included herein.
Our operating results for the years ended December 31, 2018 and 2017 are summarized as follows:
|
Year Ended
|
||||||||
|
December 31,
|
||||||||
|
2018
|
2017
|
|||||||
|
Consulting fees
|
$
|
-
|
$
|
8,562
|
||||
|
General and administrative
|
$
|
13,282
|
$
|
15,460
|
||||
|
License fee
|
$
|
800
|
$
|
800
|
||||
|
Management fees
|
$
|
24,000
|
$
|
24,000
|
||||
|
Mineral exploration costs
|
$ |
-
|
$ |
44,243
|
||||
|
Professional fees
|
$
|
35,661
|
$
|
31,994
|
||||
|
Total other income (expense)
|
$
|
(263,215
|
)
|
$
|
(121,799
|
)
|
||
|
Net Loss
|
$
|
(336,958
|
)
|
$
|
(246,858
|
)
|
||
Operating Revenues
During the years ended December 31, 2018 and 2017, our company did not record any revenues.
Operating Expenses and Net Loss
Operating expenses for the year ended
December 31, 2018 were $73,743 compared to $125,059 for the year ended December 31, 2017. The decrease in operating expenses was due to mineral
exploration costs of $44,243 incurred on the Gochager Lake Property in fiscal 2017 that was not incurred in fiscal 2018 as the Company sold its interest in the Gochager Lake property in April 2018 for $60,000 and the receipt of 3,000,000 common
shares of Cameo Cobalt Corp, a company listed on the TSX Venture Exchange in Canada. The decrease was offset by an increase of $3,667 in professional fees due to an increase in legal expenses, and accounting and audit fees compared to prior
year.
15
In addition to operating losses, our company
incurred $263,215 of other expense during the year ended December 31, 2018 compared to $121,799 during the year ended December 31, 2017. During the year ended
December 31, 2018, the Company recorded a gain of $675,404 on the sale of the Gochager Lake Property which was offset by an unrealized loss of $814,872 relating to the change in fair value of the Company’s holdings of Cameo common shares which
were received as part of the sale of the Gochager Lake property. The Company also recorded interest and accretion expense of $82,757 during the year compared to $121,799 during the year ended December 31, 2017. The decrease in interest and
accretion expense was due to the fact that the Company only issued one convertible note during the year and hence had lower accretion expense as compared to prior year. The Company also recorded a foreign exchange loss of $40,147 relating to
the translation loss of the Company’s holdings of marketable securities (Cameo common shares) in Canadian dollars.
Liquidity and Capital Resources
Working Capital
|
At
|
At
|
|||||||
|
December 31,
|
December 31,
|
|||||||
|
2018
|
2017
|
|||||||
|
Current Assets
|
$
|
124,941
|
$
|
490
|
||||
|
Current Liabilities
|
$
|
465,166
|
$
|
447,147
|
||||
|
Working Capital (deficit)
|
$
|
(340,225
|
)
|
$
|
(446,657
|
)
|
||
Cash Flows
|
Year Ended
|
Year Ended
|
|||||||
|
December 31,
|
December 31,
|
|||||||
|
2018
|
2017
|
|||||||
|
Cash used in Operating Activities
|
$
|
(76,071
|
)
|
$
|
(122,050
|
)
|
||
|
Cash used in Investing Activities
|
$
|
59,646
|
$
|
-
|
||||
|
Cash provided by Financing Activities
|
$
|
20,000
|
$
|
115,000
|
||||
|
Net Increase (Decrease) in Cash
|
$
|
3,575
|
$
|
(7,050
|
)
|
|||
As at December 31, 2018, the Company had a cash balance of $4,065 and total assets of $140,006 compared with a cash
balance of $490 and total assets of $376,535 as at December 31, 2017. The increase in cash was due to proceeds received from the issuance of a convertible debenture for $20,000 of which a portion of cash remained as at the year-end date. The
decrease in total assets was due to the sale of the Gochager Lake property in April 2018 for 3,000,000 common shares of Cameo, of which the Company recorded an unrealized loss of $814,872 during the year ended December 31, 2018 as the common
shares of Cameo suffered a significant decrease in market value between the period of receipt of the common shares (April 2018) and the year-end date (December 2018).
As at December 31, 2018, we had total
liabilities of $465,166 compared with $447,147 as at December 31, 2017. The increase in total liabilities was attributed to $17,283 of additional
accounts payable and accrued liabilities as the Company had limited cash flows to pay for day-to-day obligations of the Company.
As at December 31, 2018, we had a working
capital deficit of $340,225 compared with a working capital deficit of $446,657 as at December 31, 2017. The decrease in working capital deficit was
due to the sale of the Gochager Lake property for marketable securities, which are currently being held for trading and thus is recorded as a current asset as opposed to a non-current asset.
Cashflow from Operating Activities
During the year ended December 31, 2018, we
used $76,071 of cash for operating activities compared to the use of $122,050 of cash for operating activities during the year ended December 31, 2017. The decrease in cash used for operating activities was due to the fact that
we received $60,000 from the sale of Gochager Lake and received $20,000 from the issuance of a convertible note that was used to fund our operations compared to $115,000 received from financing activities during fiscal 2017.
16
Cashflow from Investing Activities
During the year ended December 31, 2018, we received $60,000 from the sale of Gochager Lake and $266 from the sale of
Cameo shares, which was offset by $620 of mineral property costs incurred. Comparatively, we did not have any investing activities during the year ended December 31, 2017.
Cashflow from Financing Activities
During the year ended December 31, 2018, we received $20,000 from the issuance of a convertible note compared to $115,000
received from the issuance of convertible notes during the year ended December 31, 2017.
Cash Requirements
Over the next 12 months (beginning April 1, 2019) we intend to pursue our exploration and development interests and to
continue the development of our iWeedz.com search engine and the Elon claims. We anticipate that we will incur the following operating expenses during this period:
Estimated Funding Required During the Next 12 Months
|
Expense
|
Amount
|
|||
|
General and administrative expenses
|
$
|
40,000
|
||
|
Exploration expense (Elon Claims)
|
$
|
20,000
|
||
|
Management fees
|
$
|
24,000
|
||
|
Professional fees
|
$
|
45,000
|
||
|
Development of iWeedz.com
|
$
|
15,000
|
||
|
Contingency
|
$ |
50,000
|
||
|
Total
|
$
|
194,000
|
||
We will require additional funds of
approximately $194,000 over the next twelve months to implement our growth strategy. These funds may be raised through equity financing, debt financing, sale
of assets, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their
investment in our common stock. Further, we may continue to be unprofitable.
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations.
Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other
activities.
Purchase of Significant Equipment
We do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months.
Going Concern
Our company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to
a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Our company does not have a source of revenue sufficient to cover our operation costs giving substantial doubt for
it to continue as a going concern. Our company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance
that our company will be successful in either situation in order to continue as a going concern. Our company is funding our initial operations by way of issuing founder’s shares.
Our officers and directors have committed to advancing certain operating costs of our company, including legal, audit,
transfer agency and edgarizing costs.
17
In order to continue as a going concern, our company will need, among other things, additional capital resources.
Management’s plan is to obtain such resources for our company by obtaining capital from management and significant shareholders sufficient to meet our minimal operating expenses and seeking equity and/or debt financing. However management cannot
provide any assurances that our company will be successful in accomplishing any of our plans.
The ability of our company to continue as a going concern is dependent upon our ability to successfully accomplish the
plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if our company is unable to
continue as a going concern.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Off-Balance Sheet Arrangements
We do not have any 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 or capital expenditures or capital resources that is material to an investor in our securities.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete
summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are
believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Basis of Presentation
The financial statements of our company have been prepared in accordance with accounting principles generally accepted in
the United States (“US GAAP”) and are expressed in U.S. dollars. Our company’s fiscal year end is December 31.
Use of Estimates
The preparation of financial statements in conformity with US GAAP 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 amounts of revenues and expenses during the reporting period. Our company
regularly evaluates estimates and assumptions related to the recoverability of mineral properties, share based compensation, and deferred income tax asset valuation allowances. Our company bases our estimates and assumptions on current facts,
historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the
actual results, future results of operations will be affected.
Cash and Cash Equivalents
Our company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be
cash equivalents. As of December 31, 2017 there were no cash equivalents. As of December 31, 2018, the Company held 2,994,450 shares of Cameo Cobalt, Inc. which is recorded as marketable securities and were marked-to-market at $120,876.
18
Asset Retirement Obligations
Our company follows the provisions of ASC 410, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of
long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.
Basic and Diluted Net Loss per Share
Our company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net
income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using
the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
Foreign Currency Translation
Our company’s functional and reporting currency is the United States dollar. Foreign currency transactions are primarily
undertaken in Canadian dollars. Foreign currency transactions are translated to United States dollars in accordance with ASC 830, Foreign Currency
Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of
income.
Mineral Property Costs
The Company has been in the exploration stage since its formation on November 2, 2006 and has not yet realized any
revenues from its planned operations. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the
costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any
capitalized costs will be charged to operations.
Financial Instruments
Pursuant to ASC 820,
Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level
of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value
measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1: Level 1 applies to
assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2: Level 2 applies to
assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities
in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3: Level 3 applies to
assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Our company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, note payables,
and amounts due to related party. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments
approximate their current fair values because of their nature and respective maturity dates or durations.
19
Impairment of Long-Lived Assets
Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever
events or changes in circumstance indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its
eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable
intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
Income Taxes
Our company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax
consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax
rates and laws that will be in effect when the differences are expected to reverse. Our company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Comprehensive Loss
ASC 220, Comprehensive
Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2018 and 2017, our company has no items representing comprehensive income or loss.
Stock-based Compensation
Our company records stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are
accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as
consideration are measured and recognized based on the fair value of the equity instruments issued. As at December 31, 2018 and 2017, our company did not grant any stock options.
Recent
Accounting Pronouncements
Our company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any
material impact on the financial statements unless otherwise disclosed, and our company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or
results of operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
20
Item 8. Financial Statements and Supplementary Data
U.S. LITHIUM, CORP.
Financial Statements
Years Ended December 31, 2018 and 2017
|
Report of Independent Registered Public Accounting Firm
|
22
|
|
Balance Sheets
|
23
|
|
Statements of Operations
|
24
|
|
Statements of Stockholders’ Equity (Deficit)
|
25
|
|
Statements of Cash Flows
|
26
|
|
Notes to the Financial Statements
|
27
|
21
PLS CPA, A PROFESSIONAL CORPORATION
t 4725 MERCURY ST. #210 t SAN DIEGO t CALIFORNIA 9111t
t TELEPHONE (858)722-5953 t FAX (858) 761-0341 t FAX (858) 433-2979
t E-MAIL changgpark@gmail.com t
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
U.S. Lithium Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of U.S. Lithium Corp. (the “Company”) as of December 31, 2018 and
2017, the related statements of operations, changes in shareholders' deficit, and cash flows for the years then ended, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going
concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenue and further losses are anticipated. The Company requires additional funds to meet its obligations and its operations. These factors raise
substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the
Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
|
/s/ PLS CPA
|
PLS CPA, A Professional Corp.
We have served as the Company’s auditor since 2015.
March 27, 2019
San Diego, CA. 92111
22
U.S. LITHIUM, CORP.
Balance Sheets
|
December 31, 2018
|
December 31, 2017
|
|||||||
| $ |
$ |
|||||||
|
ASSETS
|
||||||||
|
Current assets
|
||||||||
|
Cash
|
|
4,065
|
|
490
|
||||
|
Marketable securities
|
120,876
|
–
|
||||||
|
Total current assets
|
124,941
|
490
|
||||||
|
Non-current assets
|
||||||||
|
Mineral property
|
15,065
|
376,045
|
||||||
|
Total assets
|
140,006
|
376,535
|
||||||
|
LIABILITIES
|
||||||||
|
Current liabilities
|
||||||||
|
Accounts payable and accrued liabilities
|
131,286
|
114,003
|
||||||
|
Due to related party
|
54,317
|
55,317
|
||||||
|
Notes payable, net of unamortized discount of $657 and $47,393, respectively
|
270,063
|
268,327
|
||||||
|
Notes payable – related party
|
9,500
|
9,500
|
||||||
|
Total liabilities
|
465,166
|
447,147
|
||||||
|
STOCKHOLDERS’ DEFICIT
|
||||||||
|
Preferred Stock
|
||||||||
|
Authorized: 10,000,000 preferred shares with a par value of $0.001 per share
|
||||||||
|
Issued and outstanding: nil preferred shares
|
–
|
–
|
||||||
|
Common Stock
|
||||||||
|
Authorized: 500,000,000 common shares with a par value of $0.001 per share
|
||||||||
|
Issued and outstanding: 2,626,086 and 2,499,835 common shares, respectively
|
2,626
|
2,500
|
||||||
|
Additional paid-in capital
|
1,516,542
|
1,434,258
|
||||||
|
Deficit
|
(1,844,328
|
)
|
(1,507,370
|
)
|
||||
|
Total stockholders’ deficit
|
(325,160
|
)
|
(70,612
|
)
|
||||
|
Total liabilities and stockholders’ deficit
|
140,006
|
376,535
|
||||||
Organization and Nature of Operations (note 1)
Subsequent Events (Note 8)
(The accompanying notes are an integral part of these financial statements)
23
U.S. LITHIUM, CORP.
Statements of Operations
|
Year ended
December 31, 2018
|
Year ended
December 31, 2017
|
|||||||
| $ |
$ |
|||||||
|
Expenses
|
||||||||
|
Consulting fees
|
|
–
|
|
8,562
|
||||
|
General and administrative
|
13,282
|
15,460
|
||||||
|
License fees
|
800
|
800
|
||||||
|
Management fees
|
24,000
|
24,000
|
||||||
|
Mineral exploration costs
|
–
|
44,243
|
||||||
|
Professional fees
|
35,661
|
31,994
|
||||||
|
Total expenses
|
73,743
|
125,059
|
||||||
|
Loss before other expense
|
(73,743
|
)
|
(125,059
|
)
|
||||
|
Other income (expense)
|
||||||||
|
Foreign exchange loss
|
(40,147
|
)
|
–
|
|||||
|
Gain on settlement of debt
|
675,404
|
–
|
||||||
|
Interest and accretion expense
|
(82,757
|
)
|
(121,799
|
)
|
||||
|
Loss on disposal of marketable securities
|
(843
|
)
|
||||||
|
Unrealized loss on marketable securities
|
(814,872
|
)
|
–
|
|||||
|
Total other expense
|
(263,215
|
)
|
(121,799
|
)
|
||||
|
|
||||||||
|
Net loss
|
(336,958
|
)
|
(246,858
|
)
|
||||
|
Net loss per share, basic and diluted
|
(0.13
|
)
|
(0.10
|
)
|
||||
|
Weighted average shares outstanding
|
2,605,678
|
2,450,682
|
||||||
(The accompanying notes are an integral part of these financial statements)
24
U.S. LITHIUM, CORP.
Statements of Stockholders’ Equity (Deficit)
|
Additional
|
||||||||||||||||||||
|
Common stock
|
Paid-In
|
|||||||||||||||||||
|
Shares
|
Par value
|
Capital
|
Deficit
|
Total
|
||||||||||||||||
|
#
|
|
$ | |
$ |
|
$ |
|
$ |
||||||||||||
|
Balance, December 31, 2016
|
2,267,814
|
2,268
|
967,943
|
(1,260,512
|
)
|
(290,301
|
)
|
|||||||||||||
|
Shares issued for mineral property
|
200,000
|
200
|
361,400
|
–
|
361,600
|
|||||||||||||||
|
Shares issued for conversion of debt
|
32,021
|
32
|
16,918
|
–
|
16,950
|
|||||||||||||||
|
Beneficial conversion feature of convertible debt
|
–
|
–
|
87,997
|
–
|
87,997
|
|||||||||||||||
|
Net loss for the year
|
–
|
–
|
–
|
(246,858
|
)
|
(246,858
|
)
|
|||||||||||||
|
Balance, December 31, 2017
|
2,499,835
|
2,500
|
1,434,258
|
(1,507,370
|
)
|
(70,612
|
)
|
|||||||||||||
|
Shares issued for conversion of debt
|
126,238
|
126
|
75,617
|
–
|
75,743
|
|||||||||||||||
|
Shares issued for rounding of partial shares upon reverse split
|
13
|
–
|
–
|
–
|
–
|
|||||||||||||||
|
Beneficial conversion feature of convertible debt
|
–
|
–
|
6,667
|
–
|
6,667
|
|||||||||||||||
|
Net loss for the year
|
–
|
–
|
–
|
(336,958
|
)
|
(336,958
|
)
|
|||||||||||||
|
Balance, December 31, 2018
|
2,626,086
|
2,626
|
1,516,542
|
(1,844,328
|
)
|
(325,160
|
)
|
|||||||||||||
(The accompanying notes are an integral part of these financial statements)
25
U.S. LITHIUM, CORP.
Statements of Cash Flows
|
Year ended
December 31, 2018
|
Year ended
December 31, 2017
|
|||||||
| $ |
$ |
|||||||
|
Operating Activities
|
||||||||
|
Net loss
|
(336,958
|
)
|
(246,858
|
)
|
||||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Accretion expense
|
53,403
|
95,925
|
||||||
|
Foreign exchange loss
|
40,147
|
–
|
||||||
|
Gain on sale of mineral property
|
(675,404
|
)
|
–
|
|||||
|
Realized loss on sale of marketable securities
|
843
|
–
|
||||||
|
Unrealized loss on marketable securities
|
814,872
|
–
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Prepaid expenses
|
–
|
9,437
|
||||||
|
Accounts payable and accrued liabilities
|
28,026
|
32,993
|
||||||
|
Due to related party
|
(1,000
|
)
|
(13,547
|
)
|
||||
|
Net Cash Used In Operating Activities
|
(76,071
|
)
|
(122,050
|
)
|
||||
|
Investing Activities
|
||||||||
|
Mineral property costs
|
(620
|
)
|
–
|
|||||
|
Proceeds from sale of marketable securities
|
266
|
–
|
||||||
|
Proceeds from sale of mineral property
|
60,000
|
–
|
||||||
|
Net Cash Provided By Investing Activities
|
59,646
|
–
|
||||||
|
Financing Activities
|
||||||||
|
Proceeds from note payable
|
20,000
|
115,000
|
||||||
|
Net Cash Provided By Financing Activities
|
20,000
|
115,000
|
||||||
|
Increase (Decrease) in Cash
|
3,575
|
(7,050
|
)
|
|||||
|
Cash – Beginning of Period
|
490
|
7,540
|
||||||
|
Cash – End of Period
|
4,065
|
490
|
||||||
|
Non-cash investing and financing activities:
|
||||||||
|
Shares issued for acquisition of mineral property
|
–
|
361,600
|
||||||
|
Debt discount
|
6,667
|
85,681
|
||||||
|
Shares issued to settle notes payable
|
75,743
|
16,950
|
||||||
|
Supplemental Disclosures
|
||||||||
|
Interest paid
|
–
|
–
|
||||||
|
Income tax paid
|
–
|
–
|
||||||
(The accompanying notes are an integral part of these financial statements)
26
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Notes to the financial statements
December 31, 2017
| 1. | Organization and Nature of Operations |
U.S. Lithium, Corp. (formerly Rostock Ventures Corp.) (the “Company”) was incorporated in the State of
Nevada on November 2, 2006 and is a natural resource exploration and production company engaged in the exploration, acquisition, and development of mineral properties in the United States. On April 27, 2016, the Company incorporated and merged
with its wholly-owned subsidiary, U.S. Lithium Corp. for the sole purpose of enacting a name change and acquired 100% of the titles, interest, and rights to four mineral claims in Esmeralda County, Nevada. The Company is currently looking for
additional mineral properties.
Going
Concern
These financial statements are prepared on a going concern basis, which implies that the Company will
realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2018, the Company has not earned any revenue, has a working capital deficit of $340,255, and an accumulated deficit of $1,844,328. The
continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating
profitable operations from the Company’s future operations. Management’s plan is to find additional investments in mineral properties which will be financed by capital from management and significant shareholders sufficient to meet our minimal
operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that our company will be successful in accomplishing any of our plans. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset
amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
| 2. |
Summary of Significant Accounting Policies
|
|
(a)
|
Basis of Presentation
|
The financial statements of the Company have been prepared in accordance with accounting principles
generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is December 31.
|
(b)
|
Use of Estimates
|
The preparation of financial statements in conformity with US GAAP 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 amounts of revenues and expenses during the
reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of mineral properties, fair value of marketable securities, share based compensation, and deferred income tax asset valuation allowances.
The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the
carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To
the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
|
(c)
|
Cash and Cash Equivalents
|
The Company considers all highly liquid instruments with a maturity of three months or less at the
time of issuance to be cash equivalents. As at December 31, 2018 and 2017, there were no cash equivalents.
27
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Notes to the financial statements
December 31, 2017
| 2. |
Summary of Significant Accounting Policies (continued)
|
|
(d)
|
Mineral Property Costs
|
The Company has been in the exploration stage since its formation on November 2, 2006 and has not yet
realized any revenues from its planned operations. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven
and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently
abandoned or impaired, any capitalized costs will be charged to operations.
|
(e)
|
Asset Retirement Obligations
|
The Company follows the provisions of ASC 410, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other
disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.
|
f)
|
Loss per Share
|
The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic
EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares
outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to
be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
|
(g)
|
Foreign Currency Translation
|
The Company’s functional and reporting currency is the United States dollar. Foreign currency
transactions are primarily undertaken in Canadian dollars. Foreign currency transactions are translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in
the determination of income.
|
(h)
|
Marketable Securities
|
Marketable securities consist of common shares of a publicly-traded company and are
available-for-sale. The marketable securities are recorded at its fair value, with any corresponding unrealized gains and losses recorded in the statement of operations.
|
(i)
|
Financial Instruments
|
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value
hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant
to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for
identical assets or liabilities.
28
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Notes to the financial statements
December 31, 2017
| 2. |
Summary of Significant Accounting Policies (continued)
|
|
(i)
|
Financial Instruments (continued)
|
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that
are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active
markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation
methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, marketable securities, accounts
payable and accrued liabilities, note payables, and amounts due to related party. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The
recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
|
(j)
|
Income Taxes
|
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740,
Accounting for Income Taxes. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the
expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using
the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be
realized.
|
(k)
|
Comprehensive Loss
|
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2018 and 2017, the Company has no items representing
comprehensive income or loss.
|
(l)
|
Stock-based Compensation
|
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock
Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value
of the instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured based on the fair value of the equity instruments issued. As at December
31, 2018 and 2017, the Company has not granted any stock options.
29
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Notes to the financial statements
December 31, 2017
| 2. |
Summary of Significant Accounting Policies (continued)
|
|
(m)
|
Recent Accounting Pronouncements
|
In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “Leases”. This new guidance was initiated as a joint project with the International Accounting Standards Board to simplify lease accounting and
improve the quality of and comparability of financial information for users. This new guidance would eliminate the concept of off-balance sheet treatment for “operating leases” for lessees for the vast majority of lease contracts. Under ASU No.
2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the balance
sheet. However, recognition in the income statement will differ depending on the lease classification, with finance leases recognizing the amortization of the right-of-use asset separate from the interest on the lease liability and operating
leases recognizing a single total lease expense. Lessor accounting under ASU No. 2016-02 would be substantially unchanged from the previous lease requirements under GAAP. ASU No. 2016-02 will take effect for public companies in fiscal years
beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted and for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial
statements, lessees and lessors must apply a modified retrospective transition approach. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on the consolidated financial statements.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements
did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting
pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| 3. |
Marketable Securities
|
On April 1, 2018, the Company received 3,000,000 split-adjusted common shares of Cameo Cobalt Corp.
(formerly Cameo Resources Inc.) (“Cameo”) with a fair value of $977,004. In December 2018, the Company sold 5,550 Cameo shares for proceeds of $266, which was applied against brokerage fees. As at December 31, 2018, the Company held 2,994,450
Cameo shares which is recorded as marketable securities and were marked-to-market at $120,876, resulting in an unrealized loss on the marketable securities of $855,020, of which $40,417 of the unrealized loss is related to foreign exchange.
| 4. |
Mineral Property
|
|
(a)
|
On April 27, 2016, the Company acquired a 100% interest in four mineral claims located in Esmeralda County,
Nevada in exchange for $3,500 and the issuance of 200,000 common shares of the Company with a fair value of $10,000. During the year ended December 31, 2018, the Company paid $620 (2017 - $620) for claim fees.
|
| (b) |
On February 23, 2017, the Company acquired a 100% interest in the Gochager Lake Nickel-Copper-Cobalt project (“Gochager Lake”) in exchange for the issuance
of 8,000,000 shares of common stock of the Company with a fair value of $361,600. As part of the agreement, the Company must incur exploration expenditures of not less than $50,000 on or before June 1, 2017 and $225,000 on or before
July 12, 2018. The claims are subject to a 2% net smelter return, subject to a right to repurchase 1% of the net smelter return in exchange for $1,250,000. During the year ended December 31, 2017, the Company incurred $41,323 of
exploration costs on the property which have been expensed as incurred. On April 1, 2018, the Company sold its interest in Gochager Lake to Cameo in exchange for 3,000,000 common shares of Cameo. Refer to Note 3.
|
30
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Notes to the financial statements
December 31, 2017
| 5. |
Notes Payable
|
|
(a)
|
As at December 31, 2017, the Company owes $9,500 (2016 - $9,500) of notes payable to shareholders of the
Company. The amounts owing are unsecured, due interest at 10% per annum, and is due on demand. As at December 31, 2017, accrued interest of $10,965 (2015 - $10,015) has been recorded in accrued liabilities.
|
|
(b)
|
As at December 31, 2017, the Company owes $3,015 (2016 - $3,015) of notes payable to a non-related party. The
amount owing is unsecured, due interest at 10% per annum, is due on demand, and is convertible into shares of common stock of the Company at $0.20 per share. During the year ended December 31, 2015, the Company issued 225,000
split-adjusted shares of common stock for the settlement of $45,000 of outstanding notes payable. As at December 31, 2018, accrued interest of $11,045 (2017 - $10,744), which has been recorded in accounts payable and accrued
liabilities.
|
|
(c)
|
As at December 31, 2018, the Company owes $47,706 (2017 - $47,706) of notes payable to non-related parties.
During the year ended December 31, 2015, the Company issued 203,525 split-adjusted shares of common stock for the settlement of $40,705 of outstanding notes payable and assigned accrued interest of $34,536 from related parties. The
amounts owing are unsecured, due interest between 6-10% per annum, are due on demand, and are convertible into shares of common stock of the Company at $0.20 per share. As at December 31, 2018, accrued interest of $51,162 (2017 -
$46,625) has been recorded in accrued liabilities.
|
|
(d)
|
On September 22, 2015, the Company entered into a loan agreement with a non-related party for proceeds of
$25,000. The amount owing is unsecured, bears interest at 10% per annum, is due on demand, and is convertible into shares of common stock of the Company at $0.40 per share. During the year ended December 31, 2015, the Company recorded a
beneficial conversion feature of $25,000. As at December 31, 2018, the carrying value of the note payable is $25,000 (2017 - $25,000). As at December 31, 2018, accrued interest of $8,192 (2017 - $5,692) has been recorded in accrued
liabilities.
|
|
(e)
|
On May 5, 2016, the Company entered into a loan agreement with a non-related party for proceeds of $50,000. The
amount owing is unsecured, bears interest at 10% per annum, is due on May 5, 2017 and is convertible into shares of common stock of the Company at $1.10 per share. On July 31, 2017, the loan agreement was amended to change the
conversion price to $0.60 per share and due date to November 5, 2017. During the year ended December 31, 2016, the Company recorded a beneficial conversion feature of $50,000. On February 12, 2018, the Company issued 98,079
split-adjusted common shares at a conversion price of $0.60 per share to settle principal balance of $50,000 and accrued interest of $8,847. During the year ended December 31, 2018, the Company recorded accretion expense of $nil (2017 -
$17,123). As at December 31, 2018, the carrying value of the note payable is $nil (2017 - $50,000) and accrued interest of $nil (2017 - $8,287) has been recorded in accounts payable and accrued liabilities.
|
|
(f)
|
On May 11, 2016, the Company entered into a loan agreement with a non-related party for proceeds of $40,000.
The amount owing is unsecured, bears interest at 10% per annum, is due on May 11, 2017, and is convertible into shares of common stock of the Company at $1.40 per share. On July 31, 2017, the loan agreement was amended to change the
conversion price to $0.60 per share and due date to November 11, 2017. The loan is currently in default. During the year ended December 31, 2016, the Company recorded a beneficial conversion feature of $40,000. During the year ended
December 31, 2018, the Company recorded accretion expense of $nil (2017 - $14,356). As at December 31, 2018, the carrying value of the note payable is $40,000 (2017 - $40,000) and accrued interest of $10,562 (2017 - $6,563) has been
recorded in accounts payable and accrued liabilities.
|
31
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Notes to the financial statements
December 31, 2017
5. Notes Payable (continued)
|
(g)
|
On November 7, 2016, the Company entered into a loan agreement with a non-related party for proceeds of
$15,000. The amount owing is unsecured, bears interest at 10% per annum, is due on November 7, 2017, and is convertible into shares of common stock of the Company at $0.76 per share. On July 31, 2017, the loan agreement was amended to
change the conversion price to $0.015 per share and due date to May 7, 2018. During the year ended December 31, 2016, the Company recorded a beneficial conversion feature of $8,684, which was amended to $15,000 on the amendment of the
agreement on July 31, 2017. On February 12, 2018, the Company issued 28,160 split-adjusted common shares at a conversion price of $0.60 per share to settle outstanding principal balance of $15,000 and accrued interest of $1,896.
During the year ended December 31, 2018, the Company recorded accretion expense of $3,489 (2017 - $10,226). As at December 31, 2018, the carrying value of the note payable is $nil (2017 - $11,511) and accrued interest of $nil (2016 -
$1,722) has been recorded in accounts payable and accrued liabilities.
|
|
(h)
|
On December 1, 2016, the Company entered into a loan agreement with a non-related party for proceeds of
$20,000. The amount owing is unsecured, bears interest at 10% per annum, is due on December 1, 2017, and is convertible into shares of common stock of the Company at $1.20 per share. On July 31, 2017, the loan agreement was amended to
change the conversion price to $0.60 per share and due date to June 1, 2018. The loan is currently in default. During the year ended December 31, 2016, the Company recorded a beneficial conversion feature of $13,333, which was amended
to $20,000 on the amendment of the agreement on July 31, 2017. During the year ended December 31, 2018, the Company recorded accretion expense of $5,557 (2017 - $13,347). As at December 31, 2018, the carrying value of the note payable
is $20,000 (2016 - $14,443) and accrued interest of $4,164 (2017 - $2,164) has been recorded in accounts payable and accrued liabilities.
|
|
(i)
|
On March 3, 2017, the Company entered into a loan agreement with a non-related party for proceeds of $8,000.
The amount owing is unsecured, bears interest at 10% per annum, is due on March 3, 2018, and is convertible into shares of common stock of the Company at $1.20 per share. On July 31, 2017, the loan agreement was amended to change the
conversion price to $0.60 per share and the due date to September 3, 2018. The loan is in default. During the year ended December 31, 2017, the Company recorded a beneficial conversion feature of $8,000. During the year ended
December 31, 2018, the Company recorded accretion expense of $3,569 (2017 - $4,431). As at December 31, 2017, the carrying value of the note payable is $8,000 (2016 - $4,431) and accrued interest of $1,464 (2017 - $664) has been
recorded in accounts payable and accrued liabilities.
|
|
(j)
|
On May 23, 2017, the Company entered into a loan agreement with a non-related party for proceeds of $25,000.
The amount owing is unsecured, bears interest at 10% per annum, is due on May 23, 2018, and is convertible into shares of common stock of the Company at $1.20 per share. On July 31, 2017, the loan agreement was amended to change the
conversion price to $0.60 per share and the due date to November 23, 2018. The loan is in default. During the year ended December 31, 2017, the Company recorded a beneficial conversion feature of $23,333. During the year ended
December 31, 2018, the Company recorded accretion expense of $9,141 (2017 - $14,192). As at December 31, 2018, the carrying value of the note payable is $25,000 (2017 - $15,859) and accrued interest of $4,019 (2017 - $1,520) has been
recorded in accounts payable and accrued liabilities.
|
|
(k)
|
On June 15, 2017, the Company entered into a loan agreement with a non-related party for proceeds of $40,000.
The amount owing is unsecured, bears interest at 10% per annum, is due on June 15, 2018, and is convertible into shares of common stock of the Company at $1.20 per share. On July 31, 2017, the loan agreement was amended to change the
conversion price to $0.60 per share and the due date to December 15, 2018. The loan is in default. During the year ended December 31, 2017, the Company recorded a beneficial conversion feature of $26,667. During the year ended
December 31, 2018, the Company recorded accretion expense of $12,128 (2017 - $14,539). As at December 31, 2018, the carrying value of the note payable is $40,000 (2017 - $27,872) and accrued interest of $6,180 (2017 - $2,180) has been
recorded in accounts payable and accrued liabilities.
|
32
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Notes to the financial statements
December 31, 2017
| 5. |
Notes Payable (continued)
|
|
(l)
|
On September 13, 2017, the Company entered into a loan agreement with a non-related party for proceeds of
$20,000. The amount owing is unsecured, bears interest at 10% per annum, is due on September 13, 2018, and is convertible into shares of common stock of the Company at $1.16 per share. The loan is in default. During the year ended
December 31, 2017, the Company recorded a beneficial conversion feature of $7,586. During the year ended December 31, 2018, the Company recorded accretion expense of $5,321 (2017 - $2,265). As at December 31, 2018, the carrying value
of the note payable is $20,000 (2017 - $14,679) and accrued interest of $2,597 (2017 - $597) has been recorded in accounts payable and accrued liabilities.
|
|
(m)
|
On November 13, 2017, the Company entered into a loan agreement with a non-related party for proceeds
of $22,000. The amount owing is unsecured, bears interest at 10% per annum, is due on November 13, 2018, and is convertible into shares of common stock of the Company at $0.84 per share. The loan is in default. During the year ended
December 31, 2017, the Company recorded a beneficial conversion feature of $9,429. During the year ended December 31, 2018, the Company recorded accretion expense of $8,189 (2017 - $1,240). As at December 31, 2017, the carrying value
of the note payable is $22,000 (2017 - $13,811) and accrued interest of $2,489 (2017 - $289) has been recorded in accounts payable and accrued liabilities.
|
|
(n)
|
On February 5, 2018, the Company entered into a loan agreement with a non-related party for proceeds of
$20,000. The amount owing is unsecured, bears interest at 10% per annum, is due on February 5, 2019, and is convertible into shares of common stock of the Company at $0.84 per share. During the year ended December 31, 2018, the
Company recorded a beneficial conversion feature of $6,667 and recorded accretion expense of $6,009 (2017 - $nil). As at December 31, 2018, the carrying value of the note payable is $19,342 (December 31, 2017 - $nil) and accrued
interest of $1,803 (December 31, 2017 - $nil) has been recorded in accounts payable and accrued liabilities.
|
| 6. |
Related Party Transactions
|
As at December 31, 2018, the Company owed $54,317 (2017 – $55,317) to the President of the Company.
The amount owing is unsecured, non-interest bearing, and due on demand. During the year ended December 31, 2018, the Company incurred $24,000 (2017 - $24,000) of management fees to the President of the Company.
| 7. | Common Stock |
|
(a)
|
On February 23, 2017, the Company issued 200,000 split-adjusted shares of common stock with a fair value of
$361,600 for the acquisition of the Gochager Lake mineral claims.
|
|
(b)
|
On August 1, 2017, the Company issued 32,021 split-adjusted shares of common stock with a fair value of $16,950
upon the conversion of principal balance of $10,000 and accrued interest of $1,227 on the April 8, 2016 convertible debenture and principal balance of $5,000 and accrued interest of $596 on the April 21, 2016 convertible debenture.
|
|
(c)
|
On February 12, 2018, the Company issued 126,238 split-adjusted common shares at a conversion price of $0.60
per share to settle outstanding convertible debentures of $65,000 and accrued interest of $10,743. Refer to Notes 5(e) and (g).
|
|
(d)
|
On December 3, 2018, the Company finalized a reverse stock split on a basis of 1 new common share for each 40
old common shares. The effects of the reverse stock split has been applied on a retroactive basis.
|
33
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Notes to the financial statements
December 31, 2017
| 8. |
Income Taxes
|
The Company has $1,566,918 of net operating losses carried forward to offset taxable income in future
years which expire commencing in fiscal 2026. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 21% to net loss before income taxes. As at December 31, 2018, the Company had no uncertain tax
positions.
|
2018
|
2017
|
|||||||
| $ |
$ |
|||||||
|
Computed expected tax recovery
|
|
59,547
|
|
51,317
|
||||
|
Effects of change in tax rates
|
–
|
(166,837
|
)
|
|||||
|
Change in valuation allowance
|
(59,547
|
)
|
115,520
|
|||||
|
Income tax provision
|
–
|
–
|
||||||
The significant components of deferred income tax assets and liabilities as at December 31, 2018
and 2017, after applying enacted corporate income tax rates, are as follows:
|
2018
|
2017
|
|||||||
| $ |
$ |
|||||||
|
Net operating losses carried forward
|
|
329,053
|
|
269,506
|
||||
|
Valuation allowance
|
(329,053
|
)
|
(269,506
|
)
|
||||
|
Net deferred income tax asset
|
–
|
–
|
||||||
|
9.
|
Subsequent Events
|
We have evaluated subsequent events through to the date of issuance of the financial statements,
and did not have any material recognizable subsequent events after December 31, 2018 with the exception of the following:
|
(a)
|
On January 30, 2019, the Company sold 994,500 common shares of Cameo for proceeds of $55,143.
|
34
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities and
Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act 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 chief executive officer and chief financial officer (our principal executive
officer, principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our chief
executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of
December 31, 2018. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer and chief financial officer (our
principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined
in Exchange Act Rule 13a-15(f). Our company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including our chief executive officer and chief financial
officer (our principal executive officer, principal financial officer and principal accounting officer), our company conducted an evaluation of the effectiveness of our company’s internal control over financial reporting as of December 31, 2018,
using the criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over
financial reporting as of December 31, 2018, our company determined that there were control deficiencies that constituted material weaknesses, as described below.
|
1.
|
We did not
have an Audit Committee – While not being legally obligated to have an audit committee, it is our management’s view that such a committee, including a financial expert member, is an utmost important entity level control over
our company’s financial statement. Currently our board of directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over
management’s activities.
|
|
2.
|
We did not
maintain appropriate cash controls – As of December 31, 2018, our company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and
accounting functions, and did not require dual signatures on our company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that our company had limited transactions in their bank accounts.
|
35
|
3.
|
We did not
implement appropriate information technology controls – As at December 31, 2018, our company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of
our company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.
|
Accordingly, our company concluded that these control deficiencies resulted in a reasonable possibility that a material
misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by our company’s internal controls.
As a result of the material weaknesses described above, management has concluded that our company did not maintain
effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework issued by COSO.
Continuing Remediation Efforts to Address Deficiencies in our Company’s Internal
Control Over Financial Reporting
Once our company is engaged in a business of merit and has sufficient personnel available, then our board of directors,
in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:
|
1.
|
Our board of directors will nominate an audit committee or a financial expert on our board of directors.
|
|
2.
|
We will appoint additional personnel to assist with the preparation of our company’s monthly financial
reporting, including preparation of the monthly bank reconciliations.
|
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the year ended December
31, 2018 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
Item 9B. Other Information
On March 7, 2018 the Company entered into a Mineral Property Option Agreement with Cameo Resources Corp. regarding our
option to purchase the Cochagar Lake Nickel –Copper-Cobalt project claims. Concurrently, the Company entered into an amendment agreement with Diamond Hunter Ltd. and Robert Seeley (as vendors) and Cameo Resources Corp. to amend the February
23, 2017 Option/Purchase Agreement among the vendors and the Company. As a result of the two agreements, the Company granted to Cameo Resources Corp. the option to acquire a 100% undivided right, title and interest in the Gochagar Lake claims.
On April 1, 2018 Cameo Resources exercised its option and acquired the Gochagar Lake claims paying consideration of $60,000 and 3,000,000 common shares of Cameo Resources Corp. to the Company.
36
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following individuals serve as the directors and executive officers of our company as of the date of this annual
report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold
office until their death, resignation or removal from office.
|
Name
|
Position Heldwith
our Company
|
Age
|
Date First Elected
orAppointed
|
|||
|
Gregory Rotelli
|
President, Chief Executive Officer,
Chief Financial Officer, Secretary, Treasurer
and Director
|
59
|
May 10, 2011
|
|||
|
Eric Allison
|
Director
|
62
|
February 10, 2016
|
Business
Experience
The following is a brief account of the education and business experience during at least the past five years of each
director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Gregory Rotelli – President, Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and Director
Gregory Rotelli has acted as our president, chief executive officer, chief financial officer, secretary, treasurer and
director since May 10, 2011. Mr. Rotelli has over 25 years’ experience in senior management for both public and early-stage private companies. Since 2006, Mr. Rotelli has been a principal of Pacific Coast Capital Group, LLC. He was the former
chief operating officer for Direct Stock Market, an online investment bank for emerging growth venture capital financing. From 1995 to 1997, Mr. Rotelli was influential in helping Indie Music Online, where he supported local and individual artist
in establishing their online presence and giving them an avenue to let consumers listen and buy un-discovered and un-represented music on-line. Furthermore, Mr. Rotelli was senior vice president of marketing for System Integrators leading the New
Media Division for newspapers to have an Internet presence from decades of legacy software and out dated platforms, which included, but not limited to the Financial Times London, Reuters World Wide Wire Service, Oftenposten in Norway, Le Monde in
Paris, Los Angeles Times and a majority of the largest publishers in the world. Mr. Rotelli was also senior vice president of US Search, the largest people and background search company on the Internet. His broad range of talent spans operational
management, Internet development, new media strategy and capital acquisition. Mr. Rotelli has advised and negotiated in structured financings and early stage investment capital raising as well as numerous mergers and acquisitions. Mr. Rotelli has
held lead positions in technology start-ups as well as with established technology and public companies. Mr. Rotelli currently serves on the boards of directors and strategic advisory boards of several technology, Internet, oil and gas, financial
services and healthcare medical device companies.
Our company believes that Mr. Rotelli's
professional background experience give him the qualifications and skills necessary to serve as a director and officer of our company.
Eric Allison - Director
Mr. Allison was appointed a director of our company on February 10, 2016. Mr. Allison has over 35 years of experience in
the natural resource industry working in various technical, business development and management roles. He currently provides consulting services to a variety of companies, funds, project developers and individuals on a global basis. He formerly
served, from 2012-2015, as CEO and COO of Brazahav Resources, a private entity developing a brownfield gold mine project in Mato Grosso, Brazil. Prior to this, he was the Director of Research and Chief Geologist at Casimir Capital LP specializing
in junior mining companies. Previously, he was a Director at Sempra Commodities from 1999-2009 where his responsibilities included Metals & Concentrates and Energy. Over his career, he has also served in various roles for Cyprus Amax
Minerals, Amax Energy, SPG Exploration and Texaco. Mr. Allison received a BS in Geology from Brown University (1978) and a MS in Marine Geology from the University of Georgia (1980).
37
Our company believes that Mr. Allison's professional background experience give him the qualifications and skills
necessary to serve as a director of our company.
Identification of Significant Employees
We have no significant employees.
Family Relationships
There are no family relationships among our officers, directors or persons nominated for such positions.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
|
1.
|
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic
violations and other minor offences);
|
|
2.
|
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership,
corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
|
|
3.
|
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court
of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking,
savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
|
|
4.
|
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
|
|
5.
|
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or
finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation,
any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent
cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
6.
|
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of
any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent
exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Audit Committee and Audit Committee Financial Expert
We do not currently have an audit committee or a committee performing similar functions. Our board of directors as a
whole participates in the review of financial statements and disclosure.
Our board of directors has determined that it does not have a member of our company’s audit committee that qualifies as
an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. We have determined that as of the date of this Annual Report, Eric Allison is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under
the Securities Exchange Act of 1934, as amended.
38
We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances
given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do
we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our
board of directors.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of
directors, our company’s officers including our president, chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are
designed to deter wrongdoing and to promote:
|
1.
|
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships;
|
|
2.
|
full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or
submit to, the Securities and Exchange Commission and in other public communications made by us;
|
|
3.
|
compliance with applicable governmental laws, rules and regulations;
|
|
4.
|
the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person
or persons identified in the Code of Business Conduct and Ethics; and
|
|
5.
|
accountability for adherence to the Code of Business Conduct and Ethics.
|
Our Code of Business Conduct and Ethics requires, among other things, that all of our company’s senior officers commit to
timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers,
have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer who becomes aware of any incidents involving
financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a
severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics by another.
Our Code of Business Conduct and Ethics was included with the Securities and Exchange Commission as Exhibit 14.1 to our
annual report on Form 10-K filed on March 29, 2011. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: U.S. Lithium, Corp. , 2360 Corporate Circle, Suite 4000,
Henderson, Nevada, 89074-7722.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Accordingly, our officers, directors, and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.
39
Item 11. Executive Compensation
The particulars of the compensation paid to the following persons:
|
(a)
|
principal executive officer;
|
|
(b)
|
each of our two most highly compensated executive officers who were serving as executive officers at the end of
the years our ended December 31, 2018 and December 31, 2017; and
|
|
(c)
|
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that
the individual was not serving as our executive officer at the end of the years ended December 31, 2018 and December 31, 2017,
|
who we will collectively refer to as the named executive officers of our company, are set out in the following summary
compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
SUMMARY COMPENSATION TABLE
|
Name and Principal
Position
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non- Equity
Incentive
Plan Compensa-
tion ($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensa-
tion
Earnings ($)
|
All Other
Compensa-
tion ($)
|
Total ($)
|
|||||||||
|
Gregory Rotelli (1)
|
2018
|
24,000 (2)
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
24,000 (2)
|
|||||||||
|
President, ChiefExecutive Officer,
|
2017
|
24,000 (2)
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
24,000 (2)
|
|||||||||
|
ChiefFinancial Officer, Secretary Treasurer
and Director
|
|
(1)
|
Mr. Rotelli was appointed as our company’s chief executive officer, chief financial, officer, secretary, treasurer and director on May
10, 2011.
|
|
(2)
|
During the years ended December 31, 2018 and 2017, Gregory
Rotelli was paid $24,000 in management fees.
|
Narrative Disclosure to Summary Compensation Table
There are no employment contracts, compensatory plans or arrangements, including payments to be received from our
company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with our company, or subsidiaries, any change in control, or a change in
the person’s responsibilities following a change in control of our company.
Outstanding Equity Awards at Fiscal Year-End
No officer or director of our company received any equity awards, or holds exercisable or unexercisable options, as of
the year ended December 31, 2018.
Long-Term Incentive Plans
There are no arrangements of plans in which we provide pension, retirement or similar benefits for our director or
executive officer.
40
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as directors,
although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or
executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the
board of directors or a committee thereof.
Compensation Committee
We currently do not have a compensation committee of our board of directors. Our board of directors as a whole
determines executive compensation.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially
as of March 20, 2019, by: (i) each of our director(s); (ii) each of our named executive officer(s); and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated,
the shareholders listed below possess sole voting and investment power with respect to the shares they own.
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership (1)
|
Percentage
of Class
|
||
|
Gregory Rotelli (2)
2360 Corporate Circle, Suite 4000
Henderson, NV 89074-7722
|
Nil
Common Shares
|
Nil%
|
||
|
Eric Allison (3)
2360 Corporate Circle, Suite 4000
Henderson, NV 89074-7722
|
Nil
Common Shares
|
Nil%
|
||
|
Directors and Executive Officers as
a Group
|
Nil
Common Shares
|
Nil%
|
|
(1)
|
Under Rule 13d-3, a beneficial owner of a security includes any
person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii)
investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the
information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these
acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common
stock actually outstanding on March 31, 2016. As of March 31, 2016, we had 90,512,559 shares of our common stock issued and outstanding. All figures
assume full dilution of convertible securities held.
|
|
(2)
|
Gregory Rotelli has acted as our president, chief executive officer, chief financial officer, secretary treasurer and director since May 10,
2011.
|
|
(3)
|
Eric Allison has acted as a director since February 10, 2016.
|
41
We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at
a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.
Item 13. Certain Relationships and Related Transactions and Director Independence
Related Party Transactions
As at December 31, 2018, the Company owed $54,317 (2017 – $55,317) to the President of the Company. The amount owing is
unsecured, non-interest bearing, and due on demand. During the year ended December 31, 2018, the Company incurred $24,000 (2017 - $24,000) of management fees to the President of the Company.
Other than the foregoing, none of the directors or executive officers of our company, nor any person of record who owned
or was known to own beneficially more than 5% of our company’s outstanding shares of common stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred
during the past fiscal year, or in any proposed transaction, which has materially affected or will affect our company.
With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in
the following manner:
|
·
|
disclosing such transactions in reports where required;
|
|
·
|
disclosing in any and all filings with the SEC, where required;
|
|
·
|
obtaining disinterested directors consent; and
|
|
·
|
obtaining shareholder consent where required.
|
Director Independence
For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The
OTC Markets on which shares of our common stock is quoted does not have any director independence requirements. The NASDAQ definition of “Independent Director” means a person other than an executive officer or employee of our company or any other
individual having a relationship which, in the opinion of our company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
According to the NASDAQ definition, Gregory Rotelli is not an independent director because he is also an executive
officer of our company. Eric Allison qualifies as an independent director in accordance with the NASDAQ definition.
Item 14. Principal Accounting Fees And Services
The aggregate fees billed for the most recently completed fiscal years ended December 31, 2017 and 2016 for professional
services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
|
Year Ended
December 31, 2018
|
Year Ended
December 31, 2017
|
|||||||
|
Audit fees
|
$
|
11,600
|
$
|
10,000
|
||||
|
Audit-related fees
|
$
|
Nil |
$
|
Nil | ||||
|
Tax fees
|
$
|
Nil |
$
|
Nil | ||||
|
All other fees
|
$
|
Nil |
$
|
Nil | ||||
|
Total
|
$
|
11,600
|
$
|
10,000
|
||||
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees
were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that
the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
42
PART IV
Item 15. Exhibits, Financial Statement Schedules
|
(a)
|
Financial Statements
|
|
|
(1)
|
Financial statements for our company are listed in the index under Item 8 of this document;
|
|
|
(2)
|
All financial statement schedules are omitted because they are not applicable, not material or the required
information is shown in the financial statements or notes thereto.
|
|
|
(b)
|
Exhibits
|
|
|
Exhibit
Number
|
Description
|
|
|
(3)
|
Articles of Incorporation; Bylaws
|
|
|
3.1
|
Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on July
30, 2007)
|
|
|
3.2
|
Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on July 30, 2007)
|
|
|
3.3
|
Certificate of Amendment filed with the Nevada Secretary of State on October 20, 2015 (incorporated by reference to our Current Report on Form 8-K filed on October 21, 2015)
|
|
|
(10)
|
Material Contracts
|
|
|
10.1
|
Promissory Note with Pop Holdings Ltd. Dated April 25, 2012 (incorporated by reference to our Quarterly Report
on Form 10-Q filed on May 11, 2012)
|
|
|
10.2
|
Promissory Note with Pop Holdings Ltd. dated April 25, 2012 (incorporated by reference to our Quarterly Report
on Form 10-Q filed on May 11, 2012)
|
|
|
10.3
|
Promissory Note with Pop Holdings Ltd. dated May 14, 2012 (incorporated by reference to our Quarterly Report
on Form 10-Q filed on September 12, 2012)
|
|
|
10.4
|
Promissory Note with Pop Holdings Ltd. dated November 16, 2012 (incorporated by reference to our Quarterly
Report on Form 10-Q filed on November 19, 2012)
|
|
|
10.5
|
Promissory Note with Robert Seeley dated February 4, 2013 (incorporated by reference to our Annual Report on
Form 10-K filed on April 15, 2013)
|
|
|
10.6
|
Promissory Note with Pop Holdings Ltd. dated February 13, 2013 (incorporated by reference to our Annual Report
on Form 10-K filed on April 15, 2013)
|
|
|
10.7
|
Promissory Note with Robert Seeley Ltd. dated May 14, 2012 (incorporated by reference to our Current Report on
Form 8-k filed on June 20, 2016)
|
|
43
|
Exhibit
Number
|
Description
|
|
|
10.8
|
Promissory Note with Aspir Corporation dated August 2, 2013 (incorporated by reference to our Quarterly Report
on Form 10-Q filed on November 8, 2013)
|
|
|
10.9
|
Promissory Note with Aspir Corporation dated September 5, 2013 (incorporated by reference to our Quarterly
Report on Form 10-Q filed on November 8, 2013)
|
|
|
10.10
|
Convertible Promissory Note with Robert Seeley dated November 8, 2013 (incorporated by reference to our Annual
Report on Form 10-K filed on April 4, 2014)
|
|
|
10.11
|
Convertible Promissory Note with Robert Seeley dated February 5, 2014 (incorporated by reference to our Annual
Report on Form 10-K filed on April 4, 2014)
|
|
|
10.12
|
Advisory Board Agreement with Todd Ellison dated February 12, 2014 (incorporated by reference to our Annual
Report on Form 10-K filed on April 4, 2014)
|
|
|
10.13
|
Patent, Technical Information and Trade Mark License Agreement with Windward International LLC dated March 12,
2014 (incorporated by reference to our Annual Report on Form 10-K filed on April 4, 2014)
|
|
|
10.14
|
Convertible Promissory Note with Robert Seeley dated April 25, 2014 (incorporated by reference to our
Quarterly Report on Form 10-Q filed on May 20, 2014)
|
|
|
10.15
|
Convertible Promissory Note with Robert Seeley dated May 15, 2014 (incorporated by reference to our Quarterly
Report on Form 10-Q filed on August 15, 2014)
|
|
|
10.16
|
Convertible Promissory Note with Robert Seeley dated May 15, 2014 (incorporated by reference to our Annual
Report on Form 10-K filed on April 13, 2015)
|
|
|
10.17
|
Convertible Promissory Note with Pop Holdings Ltd. dated July 30, 2014 (incorporated by reference to our
Annual Report on Form 10-K filed on April 13, 2015)
|
|
|
10.18
|
Convertible Promissory Note with Pop Holdings Ltd. dated July 30, 2014 (incorporated by reference to our
Annual Report on Form 10-K filed on April 13, 2015)
|
|
|
10.19
|
Convertible Promissory Note with Pop Holdings Ltd. dated July 30, 2014 (incorporated by reference to our
Annual Report on Form 10-K filed on April 13, 2015)
|
|
|
10.20
|
Convertible Promissory Note with H.E. Capital, S.A. dated March 4, 2015 (incorporated by reference to our
Quarterly Report on Form 10-Q filed on May 20, 2015)
|
|
|
10.21
|
Convertible Promissory Note Amendment Agreement dated April 2, 2015 with H.E. Capital (incorporated by
reference to our Quarterly Report on Form 10-Q filed on May 20, 2015)
|
|
|
10.22
|
Convertible Promissory Note Amendment Agreement dated April 2, 2015 with Seeley (incorporated by reference to
our Quarterly Report on Form 10-Q filed on May 20, 2015)
|
|
|
10.23
|
Convertible Promissory Note Amendment Agreement dated April 2, 2015 with Pop Holdings (incorporated by
reference to our Quarterly Report on Form 10-Q filed on May 20, 2015)
|
|
44
|
Exhibit
Number
|
Description
|
|
|
10.24
|
Partial Debt Settlement Agreement dated April 30, 2015 with Robert W. Seeley (incorporated by reference to our
Quarterly Report on Form 10-Q/A filed on July 23, 2015)
|
|
|
10.25
|
Partial Debt Settlement Agreement dated April 30, 2015 with Tucker Investments (incorporated by reference to
our Quarterly Report on Form 10-Q/A filed on July 23, 2015)
|
|
|
10.26
|
Partial Debt Settlement Agreement dated April 30, 2015 with Pop Holdings Ltd. (incorporated by reference to
our Quarterly Report on Form 10-Q/A filed on July 23, 2015)
|
|
|
10.27
|
Partial Debt Settlement Agreement dated April 30, 2015 with Aspir Corporation (incorporated by reference to
our Quarterly Report on Form 10-Q/A filed on July 23, 2015)
|
|
|
10.28
|
Partial Debt Settlement Agreement dated April 30, 2015 with H.E. Capital, S.A. (incorporated by reference to
our Quarterly Report on Form 10-Q/A filed on July 23, 2015)
|
|
|
10.29
|
Promissory Note with HE Capital S.A. executed on April 25, 2012 (incorporated by reference to our Current
Report on Form 8-K filed on March 17, 2016)
|
|
|
10.30
|
Promissory Note with HE Capital S.A. executed on April 25, 2012 (incorporated by reference to our Current
Report on Form 8-K filed on March 17, 2016)
|
|
|
10.31
|
Promissory Note with Vlasta Heinzova effective October 29, 2008 and restated on June 10, 2015 (incorporated by
reference to our Current Report on Form 8-K filed on March 17, 2016)
|
|
|
10.32
|
Promissory Note with Collin Sinclair effective September 30, 2009 and restated on June 10, 2015 (incorporated
by reference to our Current Report on Form 8-K filed on March 17, 2016)
|
|
|
10.33
|
Promissory Note with Tucker Investment Corp. effective March 12, 2010 and restated on June 10, 2015
(incorporated by reference to our Current Report on Form 8-K filed on March 17, 2016)
|
|
|
10.34
|
Promissory Note with Tucker Investment Corp. effective May 4, 2010 and restated on June 10, 2015 (incorporated
by reference to our Current Report on Form 8-K filed on March 17, 2016)
|
|
|
10.35
|
Option Agreement with Rangefront Consulting LLC dated April 4, 2016 (incorporated by reference to our Current
Report on Form 8-K filed on April 13, 2016)
|
|
|
10.36
|
Title Transfer Agreement dated April 25, 2016 with Rangefront Consulting LLC (incorporated by reference to our
Current Report on Form 8-K filed on April 27, 2016)
|
|
|
10.37
|
Securities Purchase Agreement dated April 8, 2016 with Robert Seeley (incorporated by reference to our
Current Report on Form 8-K filed on May 4, 2016)
|
|
|
10.38
|
Convertible promissory note dated April 8, 2016 with Robert Seeley (incorporated by reference to our Current
Report on Form 8-K filed on May 4, 2016)
|
|
|
10.39
|
Securities Purchase Agreement dated April 21, 2016 with Robert Seeley (incorporated by reference to our
Current Report on Form 8-K filed on May 4, 2016)
|
45
|
Exhibit
Number
|
Description
|
|
|
10.40
|
Convertible promissory note dated April 21, 2016 with Robert Seeley (incorporated by reference to our
Current Report on Form 8-K filed on May 4, 2016)
|
|
|
10.41
|
Securities Purchase Agreement dated May 11, 2016 with Robert Seeley (incorporated by reference to our
Current Report on Form 8-K filed on May 12, 2016)
|
|
|
10.42
|
Convertible promissory note dated May 11, 2016 with Robert Seeley (incorporated by reference to our Current
Report on Form 8-K filed on May 12, 2016)
|
|
|
10.43
|
Securities Purchase Agreement dated November 7, 2016 with Robert Seeley (incorporated by reference to our
Current Report on Form 8-K filed on December 13, 2016)
|
|
|
10.44
|
Convertible promissory note dated November 7, 2016 with Robert Seeley (incorporated by reference to our
Current Report on Form 8-K filed on December 13, 2016)
|
|
|
10.45
|
Securities Purchase Agreement dated December 1, 2016 with Robert Seeley (incorporated by reference to our
Current Report on Form 8-K filed on December 13, 2016)
|
|
|
10.46
|
Convertible promissory note dated December 1 2016 with Robert Seeley (incorporated by reference to our
Current Report on Form 8-K filed on December 13, 2016)
|
|
|
10.47
|
Option/Purchase Agreement dated February 23, 2017 with Diamond Hunter Ltd.(incorporated by reference to our
Current Report on From 8-K filed March 1, 2017)
|
|
|
10.48
|
Securities Purchase Agreement dated June 15, 2017 with Catanga International S.A. (incorporated by reference
to our Current Report on Form 8-K filed June 22, 2017)
|
|
|
10.49
|
Convertible Promissory Note dated June 15, 2017 issued to Catanga International S.A. (incorporated by
reference to our Current Report on Form 8-K filed June 22, 2017)
|
|
|
10.49
|
Amendment Agreement with Catanga International S.A. dated July 31, 2017 (incorporated by reference to our
Current Report on Form 8-K filed August 3, 2017)
|
|
|
10.50
|
Amendment Agreement with Robert Seeley. dated July 31, 2017 (incorporated by reference to our Current Report
on Form 8-K filed August 3, 2017)
|
|
|
10.51
|
Amendment to Mineral Property Option Agreement (Gochagar Lake Property dated March 7, 2018 with Diamond Hunter
Ltd., Robert Seeley, and Cameo Resources Corp. (incorporated by reference to our Annual Report on Form 10-K filed April 17, 2018)
|
|
|
10.52
|
Mineral Property Option Agreement (Gochagar Lake Property) dated March 7, 2018 with Cameo Resources Corp.
(incorporated by reference to our Annual Report on Form 10-K filed April 17, 2018)
|
|
|
10.53
|
Securities Purchase Agreement dated September 13, 2017 with Catanga International S.A. (incorporated by
reference to our Current Report on Form 8-K filed September 14, 2017)
|
|
46
|
Exhibit
Number
|
Description
|
|
|
10.54
|
Convertible Promissory Note dated September 13, 2017 issued to Catanga International S.A. (incorporated by
reference to our Current Report on Form 8-K filed September 14, 2017)
|
|
|
10.55
|
Securities Purchase Agreement dated November 13, 2017 with Catanga International S.A. (incorporated by
reference to our Current Report on Form 8-K filed November 15, 2017)
|
|
|
10.56
|
Convertible Promissory Note dated November 13, 2017 issued to Catanga International S.A. (incorporated by
reference to our Current Report on Form 8-K filed November 15, 2017)
|
|
|
10.57
|
Securities Purchase Agreement dated February 5, 2018 with Catanga International S.A. (incorporated by
reference to our Current Report on Form 8-K filed November 15, 2017)
|
|
|
10.58
|
Convertible Promissory Note dated February 5, 2018 issued to Catanga International S.A. (incorporated by
reference to our Current Report on Form 8-K filed February 13, 2018)
|
|
|
(14)
|
Code of Ethics
|
|
|
14.1
|
Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on March 29, 2011)
|
|
|
(31)
|
Rule 13a-14(a)
/ 15d-14(a) Certifications
|
|
|
31.1*
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer
|
|
|
(32)
|
Section 1350
Certifications
|
|
|
32.1*
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer,
Principal Financial Officer and Principal Accounting 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.
47
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| U.S. Lithium, Corp. | |
|
(Registrant)
|
|
|
Dated: March 28, 2019
|
|
| /s/ Gregory Rotelli | |
|
Gregory Rotelli
|
|
|
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
|
|
|
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
|
Dated: March 28, 2019
|
/s/ Gregory Rotelli |
|
Gregory Rotelli
|
|
|
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
|
|
|
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
|
|
Dated: March 28, 2019
|
|
| /s/ Eric Allison | |
|
Eric Allison
|
|
|
Director
|
48