UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended  September 30, 2018

Or

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  ________________to ________________

Commission File Number 333-144944
 
 
U.S. LITHIUM, CORP.
(Exact name of registrant as specified in its charter)

Nevada
 
98-0514250
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
     
12340 Seal Beach, Blvd. Suite B-190, Seal Beach, CA
 
90740
(Address of principal executive offices)
 
(Zip Code)

(702) 866-2500
(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] YES [  ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [X] YES [  ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  
[  ]
Accelerated filer
[  ]
Non-accelerated filer
[  ]
Smaller reporting company
[X]
(Do not check if a smaller reporting company)
Emerging growth company
[X]
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) [  ] YES [X] NO
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [  ] YES [  ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
105,042,923 common shares issued and outstanding as of November 6, 2018.
 
 
U.S. LITHIUM, CORP.

TABLE OF CONTENTS

 
PART I - FINANCIAL INFORMATION
 
   
Item 1. Financial Statements
3
   
Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation
12
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk
24
   
Item 4. Controls and Procedures
24
   
PART II - OTHER INFORMATION
 
   
Item 1. Legal Proceedings
25
   
Item 1A. Risk Factors
25
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
25
   
Item 3. Defaults Upon Senior Securities
25
   
Item 4. Mine Safety Disclosures
25
   
Item 5. Other Information
25
   
Item 6. Exhibits
25
   
SIGNATURES
30
 
 
2

 
PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
The unaudited 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.
 
U.S. LITHIUM, CORP.

Condensed Financial Statements

Period ended September 30, 2018 (unaudited) and December 31, 2017


Condensed Balance Sheets (unaudited)
4
   
Condensed Statements of Operations (unaudited)
5
   
Condensed Statements of Cash Flows (unaudited)
6
   
Notes to the Condensed Financial Statements (unaudited)
7
 

3

U.S. LITHIUM, CORP.
Condensed Balance Sheets


   
September 30, 2018
   
December 31, 2017
 
   
$
   
$
 
   
(unaudited)
         
ASSETS
               
                 
Current assets
               
Cash
 
 
22,491
   
 
490
 
Marketable securities
   
604,578
     
–
 
                 
Total current assets
   
627,069
     
490
 
                 
Non-current assets
               
Mineral property
   
15,065
     
376,045
 
                 
Total assets
   
642,134
     
376,535
 
                 
LIABILITIES
               
                 
Current liabilities
               
Accounts payable and accrued liabilities
   
118,814
     
114,003
 
Due to related party
   
56,317
     
55,317
 
Notes payable, net of unamortized discount of $3,474 and $47,394, respectively
   
267,246
     
268,327
 
Notes payable – related party
   
9,500
     
9,500
 
                 
Total liabilities
   
451,877
     
447,147
 
                 
STOCKHOLDERS’ EQUITY (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: 105,052,923 and 99,993,386 common shares, respectively
   
105,053
     
99,993
 
Additional paid-in capital
   
1,414,115
     
1,336,765
 
Deficit
   
(1,328,911
)
   
(1,507,370
)
                 
Total stockholders’ equity (deficit)
   
190,257
     
(70,612
)
                 
Total liabilities and stockholders’ equity (deficit)
   
642,134
     
376,535
 

Organization and Nature of Operations (note 1)

 
 
 
(The accompanying notes are an integral part of these condensed financial statements)
 
4

 
U.S. LITHIUM, CORP.
Condensed Statements of Operations
(unaudited)


   
Three months
ended
September 30, 2018
   
Three months
ended
September 30, 2017
   
Nine months
ended
September 30, 2018
   
Nine months
ended
September 30, 2017
 
   
$
   
$
   
$
   
$
 
Expenses
                               
Consulting fees
 
 
–
   
 
–
   
 
–
   
 
8,562
 
General and administrative
   
3,178
     
4,720
     
8,733
     
11,234
 
Management fees
   
6,000
     
6,000
     
18,000
     
18,000
 
Professional fees
   
7,554
     
10,257
     
24,850
     
27,213
 
                                 
Total expenses
   
16,732
     
20,977
     
51,583
     
65,009
 
                                 
Loss before other expense
   
(16,732
)
   
(20,977
)
   
(51,583
)
   
(65,009
)
                                 
Other expense
                               
Foreign exchange gain (loss)
   
9,799
     
–
     
(8,093
)
   
–
 
Interest and accretion expense
   
(13,541
)
   
(27,937
)
   
(72,936
)
   
(91,363
)
Gain on sale of mineral property
   
–
     
–
     
675,404
     
–
 
Unrealized gain (loss) on marketable securities
   
58,133
     
–
     
(364,333
)
   
–
 
 
                               
Net income (loss)
   
37,659
     
(48,914
)
   
178,459
     
(156,372
)
                                 
Net income (loss) per share, basic
   
0.00
     
(0.00
)
   
0.00
     
(0.00
)
Net income (loss) per share, diluted
   
0.00
     
(0.00
)
   
0.00
     
(0.00
)
                                 
Weighted average shares outstanding – basic
   
105,042,923
     
99,408,680
     
103,951,640
     
97,364,720
 
Weighted average shares outstanding – diluted
   
142,046,480
     
99,408,680
     
140,955,200
     
97,364,720
 


 
 
(The accompanying notes are an integral part of these condensed financial statements)


5

 
U.S. LITHIUM, CORP.
Condensed Statements of Cash Flows
(unaudited)


   
Nine months
ended
September 30, 2018
   
Nine months
ended
September 30, 2017
 
    $     $  
Operating Activities
               
Net income (loss) for the period
 
 
178,459
   
 
(156,372
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Accretion expense
   
50,586
     
72,934
 
Foreign exchange loss
   
8,093
     
–
 
Gain on sale of mineral property
   
(675,404
)
   
–
 
Unrealized loss on marketable securities
   
364,333
     
–
 
Changes in operating assets and liabilities:
               
Prepaid expenses
   
–
     
9,437
 
Accounts payable and accrued liabilities
   
15,554
     
31,443
 
Due to related party
   
1,000
     
(10,247
)
                 
Net Cash Used In Operating Activities
   
(57,379
)
   
(52,805
)
                 
Investing Activities
               
Proceeds from sale of mineral property
   
60,000
     
–
 
Mineral property exploration costs
   
(620
)
   
(41,943
)
                 
Net Cash Used in Investing Activities
   
59,380
     
(41,943
)
                 
Financing Activities
               
Proceeds from note payable
   
20,000
     
93,000
 
                 
Net Cash Provided By Financing Activities
   
20,000
     
93,000
 
                 
Change in Cash
   
22,001
     
(1,748
)
                 
Cash – Beginning of Period
   
490
     
7,540
 
                 
Cash – End of Period
   
22,491
     
5,792
 
                 
Non-cash investing and financing activities:
               
Shares issued for acquisition of mineral property
   
–
     
361,600
 
Shares received for sale of mineral property
   
977,004
     
–
 
Debt discount
   
6,667
     
65,586
 
                 
Supplemental Disclosures
               
Interest paid
   
–
     
–
 
Income tax paid
   
–
     
–
 
 
 
 
 
(The accompanying notes are an integral part of these condensed financial statements)
 

6
U.S. LITHIUM, CORP.
Notes to the Interim Condensed Financial Statements
September 30, 2018
 


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 North and South America . 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.

On February 23, 2017, the Company entered into an option agreement to acquire 100% interest in the Gochager Lake Nickel-Copper-Cobalt project in exchange for the issuance of 8,000,000 shares of common stock of the Company.

Going Concern

These interim condensed financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at and for the nine months ended September 30, 2018, the Company has not earned any revenue, has used cash for operations of $57,379, has convertible debentures that are past due or in default, and has an accumulated deficit of $1,328,911. 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 obtain such resources for our company by obtaining capital from significant shareholders to meet our operating expenses through equity or debt financing. However, there are no assurances that the 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.

The accompanying interim condensed financial statements of the Company should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission for the year ended December 31, 2017. These interim condensed financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

(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, 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.
 
7
U.S. LITHIUM, CORP.
Notes to the Interim Condensed Financial Statements
September 30, 2018
 

2. Summary of Significant Accounting Policies (continued)

(c) 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.  At September 30, 2018, the Company had 37,003,548 (December 31, 2017 – 39,217,569) potentially issuable shares of common stock related to conversion options on outstanding notes payable.

(d) 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.
 
The 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.
 

(e) 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.

(f) Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material im pact 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.
 
8
U.S. LITHIUM, CORP.
Notes to the Interim Condensed Financial Statements
September 30, 2018
 

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.  As at September 30, 2018, the marketable securities were marked-to-market at $604,578, resulting in an unrealized loss on the marketable securities of $372,426, of which $8,093 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. Refer to Note 6(d). During the year ended December 31, 2016, the Company paid a further $945 for claim fees. During the period ended September 30, 2018, the Company paid a further $620 for claim fees.

(b)
On February 23, 2017, the Company acquired a 100% interest in the Gochager Lake Nickel-Copper-Cobalt project 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.  On February 28, 2018, the Company sold its rights to the property to Cameo, a company listed on the Canadian Stock Exchange, for proceeds of $60,000 (received) and 3,000,000 common shares of Cameo, which was received on April 1, 2018.  Refer to Note 3.

5. Notes Payable

(a)
As at September 30, 2018, the Company owes $9,500 (December 31, 2017 - $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 September 30, 2018, accrued interest of $10,726 (December 31, 2017 - $10,015) has been recorded in accounts payable and accrued liabilities.

(b)
As at September 30, 2018, the Company owes $3,015 (December 31, 2017 - $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 $0.005 per share. As at September 30, 2018, accrued interest of $10,969 (December 31, 2017 - $10,744) has been recorded in accounts payable and accrued liabilities.

(c)
As at September 30, 2018, the Company owes $47,706 (December 31, 2017 - $47,706) of notes payable to non-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 $0.005 per share. As at September 30, 2018, accrued interest of $50,018 (December 31, 2017 - $46,625) has been recorded in accounts payable and accrued liabilities.

(d)
As at September 30, 2018, the Company owes $25,000 (December 31, 2017 - $25,000) of notes payable to a non-related party.  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 $0.01 per share. As at September 30, 2018, accrued interest of $7,562 (December 31, 2017 - $5,692) has been recorded in accounts payable and accrued liabilities.

(e)
As at September 30, 2018, the Company owes $nil (December 31, 2017 - $50,000) of notes payable to a non-related party.  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 $0.0275 per share. On July 31, 2017, the loan agreement was amended to change the conversion price to $0.015 per share and is due on demand.  During the period ended September 30, 2018, the Company recorded accretion expense of $nil (2017 - $12,328). On February 12, 2018, the Company issued 3,923,148 common shares at a conversion price of $0.015 per share to settle principal balance of $50,000 and accrued interest of $8,847. As at September 30, 2018, accrued interest of $nil (December 31, 2017 - $8,287) has been recorded in accounts payable and accrued liabilities.
 
9
U.S. LITHIUM, CORP.
Notes to the Interim Condensed Financial Statements
September 30, 2018
 

5. Notes Payable (continued)

(f)
As at September 30, 2018, the Company owes $40,000 (December 31, 2017 - $40,000) of notes payable to a non-related party.  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 $0.035 per share. On July 31, 2017, the loan agreement was amended to change the conversion price to $0.015 per share and is due on demand.  During the period ended September 30, 2018, the Company recorded accretion expense of $nil (2017 - $9,863). As at September 30, 2018, accrued interest of $9,554 (December 31, 2017 - $6,563) has been recorded in accounts payable and accrued liabilities.

(g)
As at September 30, 2018, the Company owes $nil (December 31, 2017 - $15,000) of notes payable to a non-related party.  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 $0.019 per share. On July 31, 2017, the loan agreement was amended to change the conversion price to $0.015 per share and is due on demand.  On February 12, 2018, the Company issued 1,126,389 common shares at a conversion price of $0.015 per share to settle outstanding principal balance of $15,000 and accrued interest of $1,896.  During the period ended September 30, 2018, the Company recorded accretion expense of $3,489 (2016 - $2,141). As at September 30, 2018, the carrying value of the note payable is $nil (December 31, 2017 - $11,511) and accrued interest of $nil (December 31, 2017 - $1,722) has been recorded in accounts payable and accrued liabilities.

(h)
As at September 30, 2018, the Company owes $20,000 (December 31, 2017 - $20,000) of notes payable to a non-related party.  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 $0.03 per share. On July 31, 2017, the loan agreement was amended to change the conversion price to $0.015 per share and is due on demand.  During the period ended September 30, 2018, the Company recorded accretion expense of $5,557 (2017 - $3,288). As at September 30, 2018, the carrying value of the note payable is $20,000 (December 31, 2017 - $14,443) and accrued interest of $3,660 (December 31, 2017 - $2,164) has been recorded in accounts payable and accrued liabilities.

(i)
As at September 30, 2018, the Company owes $8,000 (December 31, 2017 - $8,000) of notes payable to a non-related party.  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 $0.03 per share. On July 31, 2017, the loan agreement was amended to change the conversion price to $0.015 per share and is due on demand.  During the period ended September 30, 2018, the Company recorded accretion expense of $3,568 (2017 - $409).  As at September 30, 2018, the carrying value of the note payable is $8,000 (2017 - $4,431) and accrued interest of $1,262 (December 31, 2017 - $664) has been recorded in accounts payable and accrued liabilities.

(j)
As at September 30, 2018, the Company owes $25,000 (December 31, 2017 - $25,000) of notes payable to a non-related party.  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 $0.03 per share. On July 31, 2017, the loan agreement was amended to change the conversion price to $0.015 per share and the due date to November 23, 2018.  During the period ended September 30, 2018, the Company recorded accretion expense of $9,141 (2017 - $nil).  As at September 30, 2018, the carrying value of the note payable is $25,000 (December 31, 2017 - $15,859) and accrued interest of $3,389 (December 31, 2017 - $1,520) has been recorded in accounts payable and accrued liabilities.

(k)
As at September 30, 2018, the Company owes $40,000 (December 31, 2017 - $40,000) of notes payable to a non-related party.  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 $0.03 per share. On July 31, 2017, the loan agreement was amended to change the conversion price to $0.015 per share and the due date to December 15, 2018.  During the period ended September 30, 2018, the Company recorded accretion expense of $12,128 (2017 - $nil).  As at September 30, 2018, the carrying value of the note payable is $40,000 (December 31, 2017 - $27,872) and accrued interest of $5,171 (December 31, 2017 - $2,180) has been recorded in accounts payable and accrued liabilities.

 
10
U.S. LITHIUM, CORP.
Notes to the Interim Condensed Financial Statements
September 30, 2018

5. Notes Payable (continued)
 
(l)
As at September 30, 2018, the Company owes $20,000 (December 31, 2017 - $20,000) of notes payable to a non-related party.  The amount owing is unsecured, bears interest at 10% per annum, is due on October 24, 2018, and is convertible into shares of common stock of the Company at $0.029 per share. During the period ended September 30, 2018, the Company recorded accretion expense of $5,321 (2017 - $nil).  As at September 30, 2018, the carrying value of the note payable is $20,000 (December 31, 2017 - $14,679) and accrued interest of $2,093 (December 31, 2017 - $597) has been recorded in accounts payable and accrued liabilities.

(m)
As at September 30, 2018, the Company owes $22,000 (December 31, 2017 - $22,000) of notes payable to a non-related party.  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 $0.021 per share. During the period ended September 30, 2018, the Company recorded accretion expense of $7,052 (2017 - $nil).  As at September 30, 2018, the carrying value of the note payable is $20,863 (December 31, 2017 - $13,811) and accrued interest of $1,934 (December 31, 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 $0.021 per share.  During the period ended September 30, 2018, the Company recorded a beneficial conversion feature of $6,667, and recorded accretion expense of $4,329 (2017 - $nil).  As at September 30, 2018, the carrying value of the note payable is $17,662 (December 31, 2017 - $nil) and accrued interest of $1,299 (December 31, 2017 - $nil) has been recorded in accounts payable and accrued liabilities.

6. Related Party Transactions

At September 30, 2018, the Company owed $56,317 (December 31, 2017 - $55,317) to the President of the Company. The amount owing is unsecured, non-interest bearing, and due on demand. During the period ended September 30, 2018, the Company incurred $18,000 (2017 - $18,000) of management fees to the President of the Company.

7. Common Stock

(a)     On February 12, 2018, the Company issued 5,049,537 common shares at a split-adjusted conversion price of $0.015 per share to settle outstanding convertible debentures of $65,000 and accrued interest of $10,743.  Refer to Notes 5(e) and (g).

8. Subsequent Event

On October 9, 2018, the Company authorized a reverse stock split of its issued and outstanding common shares on a basis of 1 new common share for each 40 old common shares.  The Company is currently awaiting for final approval from FINRA to finalize the reverse stock split.
 
11

Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly 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 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 launch 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 $0.0001 to 500,000,000 shares of common stock, par value $0.0001.  A Certificate of Amendment to effect the increase to our authorized capital was filed with the Nevada Secretary of State on October 20, 2015, with an effective date of 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, NevadaIn 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.
 

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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 Gochagr 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. To complete the acquisition, the Company was to incur expenditures of not less than USD$50,000 on or before June 1, 2017, and not less than USD$225,000 on or before July 12, 2018. Thereafter the claims would be subject to a royalty equal to two percent (2%) Net Smelter Return (NSR) for as long as the Company holds any interest in the claims, subject to a right to repurchase a 1% NSR for $1,250,000 at any time up to when a production decision is made.

As at December 31, 2017, the Company had incurred $43,443.20 in exploration expenditures related to the Gochagr Lake property.  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.  As a result of the two agreements, the Company has granted to Cameo Resources Corp. the option to acquire a 100% undivided right, title and interest in the Gochagr Lake claims, subject to a 2% NSR royalty (payable to the royalty holder), in consideration for 1,000,000 common shares of Cameo Resources Corp. payable to the Company, $60,000 to be paid to the Company within 5 business days following the agreement (which amount has been paid), $225,000 to be incurred in exploration of the claims by July 2, 2019, and the issuance of 100,000 common shares to each of the vendors.  Pursuant to the agreements, Cameo will act as operator of the claims, and will have the option to purchase one percent of the NSR royalty at any time by paying $1,250,000 to the royalty holder.

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 $0.030 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 $0.023 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 $0.0150.  The resulting amendments are described in the following table:
 

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Purchaser & Noteholder
   
Note Issue
Date
   
Amount
   
Original
Maturity
Date
   
Amended
Maturity
Date
 
Original
Conversion
Price
Per Share ($)
   
Amended
Conversion Price
Per Share ($)
 
                                     
Robert Seeley
   
5-May-16
   
$
50,000.00
   
5-May-17
   
5-Nov-17
   
0.0275
     
0.015
 
Robert Seeley
   
11-May-2016
   
$
40,000.00
   
11-May-17
   
11-Nov-17
   
0.035
     
0.015
 
Robert Seeley
   
7-Nov-16
   
$
15,000.00
   
7-Nov-17
   
7-May-18
   
0.019
     
0.015
 
Robert Seeley
   
1-Dec-16
   
$
20,000.00
   
1-Dec-17
   
1-Jun-18
   
0.03
     
0.015
 
Robert Seeley
   
3-Mar-17
   
$
8,000.00
   
3-Mar-18
   
3-Sep-18
   
0.03
     
0.015
 
Catanga International S.A.
   
23-May-17
   
$
25,000.00
   
23-May-18
   
23-Nov-18
   
0.0230
     
0.015
 
Catanga International S.A.
   
15-Jun-17
   
$
40,000.00
   
15-Jun-18
   
15-Dec-18
   
0.0180
     
0.015
 

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:

Noteholder
   
Issue Date
   
Principal
Amount
   
Accrued
Interest
   
Total
   
Conversion
Price
   
Conversion
Shares Issued
 
                                       
Robert Seeley
   
8-Apr-16
   
$
10,000.00
   
$
1,225.00
   
$
11,225.00
     
0.0125
     
904,960
 
Robert Seeley
   
21-Apr-16
   
$
5,000.00
   
$
594.44
   
$
5,594.44
     
0.0150
     
375,867
 
Total
                         
$
16,950
             
1,280,827
 

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 $0.029 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 $0.021 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 $0.021 per share.
 

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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.

The decision to proceed with the iWeedz platform came 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. In addition, the country of Canada legalized the use of marijuana for recreational use in October 2018. As of the date of this filing, we have not proceeded with or launched the iWeedz plaform.

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.

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 Gochagr 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. Pursuant to the February 23, 2017 agreement, to complete the acquisition, the Company must incur expenditures of not less than USD$50,000 on or before June 1, 2017, and not less than USD$225,000 on or before July 12, 2018. Thereafter the claims will be subject to a royalty equal to two percent (2%) Net Smelter Return (NSR) for as long as the Company holds any interest in the claims, subject to a right to repurchase a 1% NSR for $1,250,000 at any time up to when a production decision is made. As at September 30, 2018, the Company had incurred $43,443.20 in exploration expenditures related to the Gochagr Lake property.  As part of the sale agreement with Cameo, the Company is no longer obligated to incur any additional exploration expenditures on the property.

On March 7, 2018 the Company entered into a Mineral Property Option Agreement with Cameo Resources Corp. (now Cameo Cobalt 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.  As a result of the two agreements, the Company has granted to Cameo Resources Corp. the option to acquire a 100% undivided right, title and interest in the Gochagr Lake claims, subject to a 2% NSR royalty (payable to the royalty holder), in consideration for 1,000,000 common shares of Cameo Resources Corp. payable to the Company, $60,000 to be paid to the Company within 5 business days following the agreement (which amount has been paid), $225,000 to be incurred in exploration of the claims by July 2, 2019, and the issuance of 100,000 common shares to each of the vendors.  Pursuant to the agreements, Cameo will act as operator of the claims, and will have the option to purchase one percent of the NSR royalty at any time by paying $1,250,000 to the royalty holder.

On March 7, 2018, the Company sold its rights to the to the Gochagr Lake property to Cameo Cobalt Corp., a company listed on the Canadian Securities Exchange, receiving proceeds of $60,000 and 3,000,000 split-adjusted common shares of Cameo with a fair value of $977,004.  As at September 30, 2018, the marketable securities were marked-to-market at $604,578, resulting in an unrealized loss on the marketable securities of $372,426, of which $8,093 of the unrealized loss is related to foreign exchange.
 
15

The Gochagr Lake Nickel-Copper-Cobalt Project
 
The Gochagr Lake project, consists of four claims covering 3,759 hectares and is located in northern Saskatchewan approximately 75 km north of the town of La Ronge.  The claims include the following tenures:

Tenure No.
 
Hectares
 
Expiry/Renewal Date
         
S-110897
 
229
 
 9/12/2018
S-110898
 
2,702
 
9/12/2018
S-110899
 
591
 
9/12/2018
S-110665
 
167
 
5/16/2019
 
Historical exploration has identified semi-massive and massive Ni-Cu deposits with significantly elevated levels of Cobalt, a vital component in the manufacture of the latest generation of lithium ion batteries.  The terms “semi-massive” and “massive” do not refer to size, but rather refer to mineral deposits associated with or created by the warming of subsurface water by volcanic events.

Background and Technical Summary

Nickel-copper-cobalt sulphide mineralization was discovered at Gochagr Lake, located in the La Ronge meta-volcanic belt, in the mid-1960s with subsequent exploration carried out mainly by the Scurry-Rainbow Oil Company Limited.  Exploration activities included soil sampling, trenching of gossans, geophysical surveys and diamond drilling.  A total of 85 mostly vertical drill holes (total of 27,400 m) delineated the mineralized Gochagr A-Zone (or Main Zone) with a strike length of 330 meters, widths of up to 120 meters, and depths of up to 305 meters. The Gochagr A-Zone mineralization consists of disseminated mm-cm size blebs of sulphide, net-textured sulphide and, in places, semi-massive to massive sulphide pods. Assay grades of up to 3.1% Ni, 0.28% Cu, and 0.22% Co were reported.  Saskatchewan government records (Mineral Property # 0880) reported assay values as high as 3.92%Ni, 0.70% Cu and 2.86% Co.

Examination of the available geological and geophysical data, plus first-hand experience on the property by a senior Ni-Cu-PGE consultant, indicates the property has some very positive exploration attributes not previously recognized.  These include:

1.
The semi-massive and massive sulphide concentrations in the Gochagr mineralized zone have high Ni/Cu ratios (>10), and Pd/Ir ratios (6-11). Since 1980, it has been speculated that komatiitic nickel sulphide mineralization and potential ores should exist in the central La Ronge meta-volcanic belt because of the recognition of komatiite lavas in the belt.

2.
Research has clearly demonstrated that the komatiitic composition of the massive sulphides in the Gochagr Lake deposit are not compatible with the host rock and rock forming mineral compositions that the sulphides reside in. This suggests that these high grade Ni-Cu-Co sulphides were introduced through an interconnected mineralized plumbing system that was tapping into a much more primitive mineralized komatiitic system at depth or proximal to the main deposit.  This is further corroborated by discoveries in the Gochagr Lake area of discrete high grade massive Ni-Cu-Co sulphides in the surrounding country rock.  These sulphides are devoid of any mafic or ultramafic rock material like that hosting the Gochagr Lake deposit.

3.
he Gochagr Lake area and deposit sit on the boundary between the Rottenstone Domain and the La Ronge Domain. It is well known that structural boundaries between two major geological terranes are an excellent geological environment for the formation of Ni-Cu deposits.

4.
The area is extensively covered with glacial debris and muskeg, so surface geological prospecting should not reveal any new gossans or outcrop showings, as was the case in the early exploration of the 1960’s. However, a 2,284 km deep penetrating state of the art airborne electromagnetic and magnetic survey (VTEM) was flown in June 2008 and identified numerous potential targets that have yet to be investigated.
 

 
16
 
Exploration Plan

US Lithium’s initial work plan will involve a digital compilation of all available data into a comprehensive data base, reprocessing of all geophysical data and a complete reinterpretation of the geology.  A new 3-D model will be generated which will allow the Company to better visualize the deposit’s potential size and geometry and prepare its Phase 2 drilling plan.  Pursuant to the March 7, 2018 amended agreement among the Company, Diamond Hunter Ltd. and Robert Seeley (as vendors) and Cameo Resources Corp., Cameo is responsible to execute the exploration plan as operator of the 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, NevadaIn 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 28, 2018, we renewed the Elon claims until September 1, 2019. 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.

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.
 

17

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.
 
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.
 

18

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 .

Results of Operations

Our operating expenses for the three and nine month periods ended September 30, 2018 and 2017 are outlined in the table below:

   
Three months
ended
September 30, 2018
   
Three months
ended
September 30, 2017
   
Nine months
ended
September 30, 2018
   
Nine months
ended
September 30, 2017
 
                                 
Consulting fees
 
$
-
   
$
-
   
$
-
   
$
8,562
 
General and administrative
 
$
3,178
   
$
4,720
   
$
8,733
   
$
11,234
 
Management fees
 
$
6,000
   
$
6,000
   
$
18,000
   
$
18,000
 
Professional fees
 
$
7,554
   
$
10,257
   
$
24,850
   
$
27,213
 
Interest and amortization expense
 
$
13,541
   
$
27,937
   
$
72,936
   
$
91,363
 
Foreign exchange loss (gain)
 
$
(9,799
)
 
$
-
   
$
8,093
   
$
-
 
Gain on  sale of mineral property
 
$
-
   
$
-
   
$
(675,404
)
 
$
-
 
Unrealized loss on marketable securities
 
$
(58,133
)
 
$
-
   
$
364,333
   
$
-
 
Net Loss (Income)
 
$
(37,659
)
 
$
48,914
   
$
(178,459
)
 
$
156,372
 
 
Three months ended September 30, 2018 compared to the three months ended September 30, 2017

During the three months ended September 30, 2018, our company incurred operating expenses of $16,732 compared to $20,977 during the three months ended September 30, 2017.  The decrease in operating expenses was attributed to a decrease in general and administrative expenses of $1,542 and professional fees of $2,703 as the Company minimized the use of legal counsel during the current year.

Net income for the three months ended September 30, 2018 was $37,659 compared to a net loss of $48,914 during the three months ended September 30, 2017.  During the three months ended September 30, 2018, our company recorded an unrealized gain of $58,133 for the change in fair value of the Cameo common shares received as part of the sale transaction and foreign exchange gain of $9,799.  In addition, we recorded interest and accretion expense of $13,541 compared to interest and accretion expense of $27,937 during the three months ended September 30, 2017 relating to interest costs and the amortization of the beneficial conversion feature for the convertible notes that were issued by the company for funding of day-to-day operations.
 

19

For the three months ended September 30, 2018 the Company had a basic and diluted earnings per share of $0.00 compared to a loss per share of $0.00 for the three months ended September 30, 2017

Nine months ended September 30, 2018 compared to the nine months ended September 30, 2017

During the nine months ended September 30, 2018, our company incurred operating expenses of $51,583 compared to $65,009 during the nine months ended September 30, 2017.  The decrease in operating expenses was due to a decrease in consulting fees of $8,562 as the company was reviewing various potential investment and acquisition opportunities in fiscal 2017 that resulted in an increase in day-to-day operating costs, a decrease of $2,501 in general and administrative expense as the Company incurred less operating costs, and a decrease of $2,363 in professional fees as the Company minimized the use of legal counsel during the year.

Net income for the nine months ended September 30, 2018 was $178,459 compared to a net loss of $156,372 during the nine months ended September 30, 2017.  During the nine months ended September 30, 2018, our company recorded a gain on the sale of the Gochager Lake property of $675,404 which was offset by an unrealized loss of $364,333 for the change in fair value of the Cameo common shares received as part of the sale transaction and foreign exchange loss of $8,093. In addition, the company incurred interest and accretion expense of $72,936 compared to $91,363 during the nine months ended September 30, 2017.  The decrease in interest and accretion expense in fiscal 2018 is due to additional issuances of convertible notes that resulted in more interest expense and more accretion expense for the fair value of the beneficial conversion feature for the additional convertible notes issued subsequent to June 30, 2017.

For the nine months ended September 30, 2018, the Company had basic earnings per share of $0.00 and diluted earnings per share of $0.00 as compared to a loss per share of $0.00 for the nine months ended September 30, 2017.

Operating Revenues

For the nine months ended September 30, 2018 and 2017, our company did not record any revenues.

Liquidity and Capital Resources

Working Capital

   
As at
September 30, 2018
   
As at
December 31, 2017
 
   
 
   
 
 
Current Assets
 
$
627,069
   
$
490
 
Current Liabilities
 
$
451,877
   
$
447,147
 
Working Capital (deficiency)
 
$
175,192
   
$
(446,657
)
 
Cash Flows
 
   
Nine Months
   
Nine Months
 
   
Ended
   
Ended
 
   
September 30, 2018
   
September 30, 2017
 
   
 
   
 
 
Net cash used in operating activities
 
$
(57,379
)
 
$
(52,805
)
Net cash provided by (used in) investing activities
 
$
59,380
   
$
(41,943
)
Net cash provided by financing activities
 
$
20,000
   
$
93,000
 
Net increase (decrease) in cash
 
$
22,001
   
$
(1,748
)

As at September 30, 2018, our cash balance was $22,491 and total assets were $642,134 comprised of $15,065 of mineral properties and $604,578 of marketable securities.  As at December 31, 2017, our cash balance was $490 and total assets were $376,535, which included mineral properties of $376,045.  The increase in cash was due to the fact that we received proceeds of $60,000 from the sale of the Gochager Lake Property and an additional $20,000 of financing from the issuance of a convertible debenture during the period.  The decrease in mineral properties was due to the receipt of $60,000 as part of the sale of the Gochager Lake property, which also includes 3,000,000 common shares of Cameo Cobalt Corp. (formerly Cameo Resources Inc.), a company traded on the TSX Venture Exchange in Canada, which the Company received in April 2018.
 
20


 
As at September 30, 2018, we had total liabilities of $451,877   compared with total liabilities of $447,147   as at December 31, 2017. Overall, our total liabilities were consistent, and outside of new issuance of convertible debenture for $20,000, the changes in our liabilities is due to timing differences of incurring and paying costs as well as non-cash accretion of the beneficial conversion features on the convertibility of the convertible notes.

As at September 30, 2018, we had a working capital of $175,192   compared with a working capital deficit of $446,657   as at December 31, 2017. The increase in working capital is due to the fact that we received proceeds of the fact that we received proceeds of $60,000 from the sale of the Gochager Lake Property, an additional $20,000 of financing from the issuance of a convertible debenture during the period, and held 3,000,000 common shares of Cameo Cobalt Corp. which had a fair value of $604,578 at September 30, 2018.   

Cashflow from Operating Activities

During the nine months ended June 30, 2018, we used $57,379   of cash for operating activities compared to the use of $ 52,805 of cash for operating activities during the nine months ended September 30, 2017. The increase in the cash used for operating activities was due to increased payments to settle outstanding amounts incurred by the company during the period.

Cashflow from Investing Activities

During the nine months ended September 30, 2018, we received $60,000 from the sale of the Gochager Lake property as compared to the use of $41,943 for mineral property exploration costs during the nine months ended September 30, 2017.

Cashflow from Financing Activities

During the nine months ended September 30, 2018, we received $20,000 from the issuance of convertible notes payable, which are unsecured, bears interest at 10% per annum, and due within one year.  Comparatively, we received $93,000 from the issuance of convertible notes payable during the nine months ended September 30, 2017.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

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.

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.
 
21


 
We regularly evaluate the accounting policies and estimates that we use to prepare 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.  Our 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 September 30, 2018, and December 31, 2017, there were no cash equivalents.

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.

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:
 
22


 
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.

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.

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 September 30, 2018 and December 31, 2017, our company has no items representing comprehensive income or loss.
 

23

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 September 30, 2018 and December 31, 2017, our company did not grant any stock options.

Recently Issued 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 its financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 

24

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no previously undisclosed unregistered sales of our equity securities during the period covered by this quarterly report.
Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. 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)
 
 
25

 
 
Exhibit
Number
 
 
Description
     
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)
     
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)
 
 
26

 
 
 
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)
     
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)
 
 
27

 
 
 
Exhibit
Number
 
 
Description
     
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 (Gochagr 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 (Gochagr 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)
     
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)
 
 
28

 
 
Exhibit
Number
 
 
Description
     
(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.
 
29

 
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: November 13, 2018
By:
/s/ Gregory Rotelli
 
   
Gregory Rotelli
   
President, Chief Executive Officer, Chief Financial Officer,
Chief Accounting Officer, Secretary, Treasurer and Director
   
(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)

 
 
30
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