Attached files
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 June 30, 2016
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 (I.R.S. Employer
incorporation or organization) Identification No.)
2360 Corporate Circle, Suite 4000 Henderson, NV 89074-7722
(Address of principal executive offices) (Zip Code)
(702) 866-2500
(Registrant's telephone number, including area code)
ROSTOCK VENTURES CORP.
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] YES [ ] NO
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). [X] YES [ ] NO
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) [ ] YES [X] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
90,512,559 common shares issued and outstanding as of August 11, 2016.
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...... 19
Item 4. Controls and Procedures......................................... 19
PART II - OTHER INFORMATION
Item 1. Legal Proceedings............................................... 19
Item 1A. Risk Factors.................................................... 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..... 19
Item 3. Defaults Upon Senior Securities................................. 19
Item 4. Mine Safety Disclosures......................................... 20
Item 5. Other Information............................................... 20
Item 6. Exhibits........................................................ 20
SIGNATURES ................................................................. 23
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.
(formerly Rostock Ventures Corp.)
Financial Statements
For the Period Ended June 30, 2016 (unaudited) and December 31, 2015
Balance Sheets (unaudited)................................................... 4
Statements of Operations (unaudited)......................................... 5
Statements of Cash Flows (unaudited)......................................... 6
Notes to the Financial Statements (unaudited)................................ 7
3
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Balance Sheets
(unaudited)
June 30, December 31,
2016 2015
------------ ------------
$ $
ASSETS
Current assets
Cash 22,327 1,389
Prepaid expenses 20,833 --
------------ ------------
Total current assets 43,160 1,389
Non-current assets
Mineral property 13,500 --
------------ ------------
Total assets 56,660 1,389
============ ============
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities 67,561 67,779
Due to related parties 83,864 84,464
Notes payable, net of unamortized discount of $94,354 and $18,269, respectively 86,367 57,452
Notes payable - related party, net of unamortized discount of $nil 9,500 --
------------ ------------
Total current liabilities 247,292 209,695
Non-current liabilities
Notes payable - related party, net of unamortized discount of $nil
and $nil, respectively -- 9,500
------------ ------------
Total liabilities 247,292 219,195
------------ ------------
STOCKHOLDERS' DEFICIT
Preferred Stock
Authorized: 10,000,000 preferred shares with a par value of $0.001 per share
Issued and outstanding: nil preferred shares -- --
Common Stock
Authorized: 500,000,000 common shares with a par value of $0.001 per share
Issued and outstanding: 90,712,559 common shares 90,712 90,512
Additional paid-in capital 857,481 742,681
Deficit (1,138,825) (1,050,999)
------------ ------------
Total stockholders' deficit (190,632) (217,806)
------------ ------------
Total liabilities and stockholders' deficit 56,660 1,389
============ ============
Organization and Nature of Operations (note 1)
Subsequent events (note 5)
(The accompanying notes are an integral part of these financial statements)
4
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Statements of Operations
(unaudited)
For the three For the three For the six For the six
months ended months ended months ended months ended
June 30, June 30, June 30, June 30,
2016 2015 2016 2015
------------ ------------ ------------ ------------
$ $ $ $
Expenses
Consulting expenses 9,167 -- 9,167 --
General and administrative 11,160 3,929 14,610 4,880
Management fees 6,000 6,000 12,000 12,000
Professional fees 10,257 7,648 17,365 18,496
------------ ------------ ------------ ------------
Total expenses 36,584 17,577 53,142 35,376
------------ ------------ ------------ ------------
Loss before other expense (36,584) (17,577) (53,142) (35,376)
------------ ------------ ------------ ------------
Other income (expense)
Interest and accretion expense (26,335) (18,273) (34,684) (28,267)
Gain on settlement of debt -- 18,000 -- 18,000
------------ ------------ ------------ ------------
Total other income (expense) (26,335) (273) (34,684) (10,267)
------------ ------------ ------------ ------------
Net loss (62,919) (17,850) (87,826) (45,643)
============ ============ ============ ============
Net loss per share, basic and diluted -- -- -- --
============ ============ ============ ============
Weighted average shares outstanding 90,653,218 76,203,768 90,582,889 60,987,295
============ ============ ============ ============
(The accompanying notes are an integral part of these financial statements)
5
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Statements of Cash Flows
(unaudited)
For the six For the six
months ended months ended
June 30, June 30,
2016 2015
---------- ----------
$ $
Operating Activities
Net loss (87,826) (45,643)
Adjustments to reconcile net loss to net
cash used in operating activities:
Accretion expense 28,915 19,260
Imputed interest -- 1,155
Gain on settlement of debt -- (18,000)
Changes in operating assets and liabilities:
Prepaid expenses (20,833) --
Accounts payable and accrued liabilities (218) 21,861
Due to related party (600) 12,000
---------- ----------
Net Cash Used In Operating Activities (80,562) (9,367)
---------- ----------
Investing Activities
Acquisition of mineral property (3,500) --
---------- ----------
Net Cash Used In Investing Activities (3,500) --
---------- ----------
Financing Activities
Proceeds from note payable - related party -- 9,500
Proceeds from note payable 105,000 --
---------- ----------
Net Cash Provided By Financing Activities 105,000 9,500
---------- ----------
Increase in Cash 20,938 133
Cash - Beginning of Period 1,389 256
---------- ----------
Cash - End of Period 22,327 389
========== ==========
Non-cash investing and financing activities:
Shares issued for acquisition of mineral property 10,000
Debt discount 105,000 --
Shares issued to settle related party notes payable -- 134,500
Shares issued to settle notes payable -- 90,000
========== ==========
Supplemental Disclosures
Interest paid -- --
Income tax paid -- --
========== ==========
(The accompanying notes are an integral part of these financial statements)
6
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Notes to the Financial Statements
For the period ended June 30, 2016
(unaudited)
1. ORGANIZATION AND NATURE OF OPERATIONS
U.S. Lithium, Corp. (formerly Rostock Ventures Corp.) (the "Company") was
incorporated in the State of Nevada on November 2, 2006 and is a natural
resource exploration and production company engaged in the exploration,
acquisition, and development of mineral properties in the United States. On
April 27, 2016, the Company incorporated and merged with its wholly-owned
subsidiary, U.S. Lithium Corp. for the sole purpose of enacting a name change
and acquired 100% of the titles, interest, and rights to four mineral claims in
Esmeralda County, Nevada.
GOING CONCERN
These 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 June 30, 2016, the Company
has not earned revenue, has a working capital deficit of $204,132, and an
accumulated deficit of $1,138,825. 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. These factors raise substantial doubt regarding
the Company's ability to continue as a going concern. These financial statements
do not include any adjustments to the recoverability and classification of
recorded asset amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States ("US GAAP") and
are expressed in U.S. dollars. The Company's fiscal year end is December 31.
(b) Use of Estimates
The preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. The Company regularly evaluates estimates
and assumptions related to the recoverability of mineral properties, share based
compensation, and deferred income tax asset valuation allowances. The Company
bases its estimates and assumptions on current facts, historical experience and
various other factors that it believes to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by the
Company may differ materially and adversely from the Company's estimates. To the
extent there are material differences between the estimates and the actual
results, future results of operations will be affected.
(c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents. As of June 30,
2016 and December 31, 2015, there were no cash equivalents.
7
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Notes to the Financial Statements
For the period ended June 30, 2016
(unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(d) Mineral Property Costs
The Company has been in the exploration stage since its formation on November 2,
2006 and has not yet realized any revenues from its planned operations. Mineral
property acquisition and exploration costs are expensed as incurred. When it has
been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs incurred to
develop such property are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable reserve. If
mineral properties are subsequently abandoned or impaired, any capitalized costs
will be charged to operations.
(e) Asset Retirement Obligations
The Company follows the provisions of ASC 410, ASSET RETIREMENT AND
ENVIRONMENTAL OBLIGATIONS, which establishes standards for the initial
measurement and subsequent accounting for obligations associated with the sale,
abandonment or other disposal of long-lived tangible assets arising from the
acquisition, construction or development and for normal operations of such
assets.
(f) Loss per Share
The Company computes net income (loss) per share in accordance with ASC 260,
EARNINGS PER SHARE. ASC 260 requires presentation of both basic and diluted
earnings per share ("EPS") on the face of the income statement. Basic EPS is
computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential shares if their effect is anti
dilutive.
(g) Foreign Currency Translation
The Company's functional and reporting currency is the United States dollar.
Foreign currency transactions are primarily undertaken in Canadian dollars.
Foreign currency transactions are translated to United States dollars in
accordance with ASC 830, FOREIGN CURRENCY TRANSLATION MATTERS, using the
exchange rate prevailing at the balance sheet date. Gains and losses arising on
translation or settlement of foreign currency denominated transactions or
balances are included in the determination of income.
(h) 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.
8
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Notes to the Financial Statements
For the period ended June 30, 2016
(unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(h) Financial Instruments (continued)
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than
quoted prices that are observable for the asset or liability such as quoted
prices for similar assets or liabilities in active markets; quoted prices for
identical assets or liabilities in markets with insufficient volume or
infrequent transactions (less active markets); or model-derived valuations in
which significant inputs are observable or can be derived principally from, or
corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs
to the valuation methodology that are significant to the measurement of the fair
value of the assets or liabilities.
The Company's financial instruments consist principally of cash, accounts
payable and accrued liabilities, note payables, and amounts due to related
parties. 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.
(i) Income Taxes
The Company accounts for income taxes using the asset and liability method in
accordance with ASC 740, ACCOUNTING FOR INCOME TAXES. The asset and liability
method provides that deferred 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. The Company records a valuation allowance
to reduce deferred tax assets to the amount that is believed more likely than
not to be realized.
(j) 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 June 30, 2016 and December 31, 2015, the Company has no items representing
comprehensive income or loss.
(k) Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718,
COMPENSATION - STOCK COMPENSATION using the fair value method. All transactions
in which goods or services are the consideration received for the issuance of
equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the 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 June
30, 2016 and December 31, 2015, the Company did not grant any stock options.
(l) Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in
effect. These pronouncements did not have any material impact on the financial
statements unless otherwise disclosed, and the Company does not believe that
there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of operations.
9
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Notes to the Financial Statements
For the period ended June 30, 2016
(unaudited)
3. MINERAL PROPERTY
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
5.
4. NOTES PAYABLE
(a) As at June 30, 2016, the Company owes $9,500 (December 31, 2015 - $9,500)
in notes payable to shareholders of the Company. The amounts owing are
unsecured, due interest at 10% per annum, and is due by March 4, 2017. As
at June 30, 2016, accrued interest of $8,586 (December 31, 2015 - $8,113)
has been recorded in accounts payable and accrued liabilities.
(b) As at June 30, 2016, the Company owes $3,015 (December 31, 2015 - $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 June 30, 2016,
the notes payable has a carrying value of $3,015 (December 31, 2015 -
$2,916) and has recorded accrued interest of $10,291 (December 31, 2015 -
$10,141), which has been recorded in accounts payable and accrued
liabilities.
(d) As at June 30, 2016, the Company owes $47,706 (December 31, 2015 - $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 June 30, 2016, accrued interest of $39,843 (December 31, 2015 -
$37,582) has been recorded in accrued liabilities.
(e) On September 22, 2015, the Company entered into a loan agreement with a
non-related party for proceeds of $25,000. The amount owing is unsecured,
bears interest at 10% per annum, is due on September 22, 2016, and is
convertible into shares of common stock of the Company at $0.01 per share.
During the year ended December 31, 2015, the Company recorded a beneficial
conversion feature of $25,000. During the period ended June 30, 2016, the
Company recorded accretion expense of $12,432 (June 30, 2015 - $nil). As at
March 31, 2016, the carrying value of the note payable is $19,262 (2015 -
$6,830) and accrued interest of $1,931 (December 31, 2015 - $685) has been
recorded in accounts payable and accrued liabilities.
(f) On April 8, 2016, the Company entered into a loan agreement with a
non-related party for proceeds of $10,000. The amount owing is unsecured,
bears interest at 10% per annum, is due on April 8, 2017, and is
convertible into shares of common stock of the Company at $0.0125 per
share. During the period ended June 30, 2016, the Company recorded a
beneficial conversion feature of $10,000, and recorded accretion expense of
$2,274 (June 30, 2015 - $nil). As at June 30, 2016, the carrying value of
the note payable is $2,274 (2015 - $nil) and accrued interest of $227
(December 31, 2015 - $nil) has been recorded in accounts payable and
accrued liabilities.
(g) On April 21, 2016, the Company entered into a loan agreement with a
non-related party for proceeds of $5,000. The amount owing is unsecured,
bears interest at 10% per annum, is due on April 21, 2017, and is
convertible into shares of common stock of the Company at $0.015 per share.
During the period ended June 30, 2016, the Company recorded a beneficial
conversion feature of $5,000, and recorded accretion expense of $959 (June
30, 2015 - $nil). As at June 30, 2016, the carrying value of the note
payable is $959 (2015 - $nil) and accrued interest of $96 (December 31,
2015 - $nil) has been recorded in accounts payable and accrued liabilities.
10
U.S. LITHIUM, CORP.
(formerly Rostock Ventures Corp.)
Notes to the Financial Statements
For the period ended June 30, 2016
(unaudited)
4. NOTES PAYABLE (continued)
(h) On May 5, 2016, the Company entered into a loan agreement with a
non-related party for proceeds of $50,000. The amount owing is unsecured,
bears interest at 10% per annum, is due on May 5, 2017, and is convertible
into shares of common stock of the Company at $0.0275 per share. During the
period ended June 30, 2016, the Company recorded a beneficial conversion
feature of $50,000, and recorded accretion expense of $7,671 (June 30, 2015
- $nil). As at June 30, 2016, the carrying value of the note payable is
$7,671 (2015 - $nil) and accrued interest of $767 (December 31, 2015 -
$nil) has been recorded in accounts payable and accrued liabilities.
(i) On May 11, 2016, the Company entered into a loan agreement with a
non-related party for proceeds of $40,000. The amount owing is unsecured,
bears interest at 10% per annum, is due on May 11, 2017, and is convertible
into shares of common stock of the Company at $0.035 per share. During the
period ended June 30, 2016, the Company recorded a beneficial conversion
feature of $40,000, and recorded accretion expense of $5,480 (June 30, 2015
- $nil). As at June 30, 2016, the carrying value of the note payable is
$5,480 (2015 - $nil) and accrued interest of $548 (December 31, 2015 -
$nil) has been recorded in accounts payable and accrued liabilities.
5. COMMON SHARES
On April 27, 2016, the Company issued 200,000 common shares with a fair value of
$10,000 for the acquisition of the mineral claims, as noted in Note 3. The fair
value of common shares was determined based on the end-of-day trading price of
the Company's common shares on the date of the agreement.
6. RELATED PARTY TRANSACTIONS
(a) As at June 30, 2016, the Company owed $78,864 (December 31, 2015 - $84,464)
to the President and Director of the Company. The amount owing is
unsecured, non-interest bearing, and due on demand. During the period ended
June 30, 2016, the Company incurred $12,000 (June 30, 2015 - $12,000) of
management fees to the President and Director of the Company.
(b) As at June 30, 2016, the Company owed $5,000 (December 31, 2015 - $nil) to a
director of the Company for services rendered.
7. SUBSEQUENT EVENTS
We have evaluated subsequent events through to the date of issuance of the
financial statements, and did not have any material recognizable subsequent
events after June 30, 2016.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) 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 on November 2, 2006, under the laws of the State of Nevada.
The original business plan of our company was to engage in the acquisition and
exploration of mineral properties. We are currently an exploration stage
company.
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 25, 2016, our board of directors approved the change of our name to
"U.S. Lithium Corp.". The change of name became effective with the Nevada
Secretary of State on May 10, 2016 by way of a merger with our wholly-owned
subsidiary, U.S. Lithium Corp., which was formed solely for the purpose of the
change of name. The change of name became effective with Financial Industry
Regulatory Authority ("FINRA"), on June 13, 2016. In connection with our change
of name, our trading symbol was changed to "LITH". Our CUSIP number is 90351E
105.
CURRENT BUSINESS
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 certain patents, technical
12
information and trademarks for a term of 500 years, in exchange for 4,000,000
shares of our company's common stock and a 2% royalty on all net sales derived
from the use of the patents, technical information and trademark. The business
focus was the operation of a technology platform designed to connect consumers
with cannabis vendors.
Under the license agreement, our company acquired an exclusive license to make,
use, sell and offer for sale licensed products during the term. The licensed
products include the domain names www.iWeeds.com, and www.iWeedz.com, the
platform that powers iWeedz.com, the Apple Developer license, Google Play
license, iWeedz trademark, self-serve ad platform and augmented reality
platform. Further, our company acquired an exclusive license to use the
technical information during the term to make licensed products. The technical
information includes any and all unpublished research and development
information, the formulation of proprietary products, method, unpatented
inventions, know-how, trade secrets, and technical data in the possession of
Windward at the effective date of the license agreement, or generated or
developed at any time prior to the termination or expiration of the license
agreement.
We operate iWeedz.com, a technology platform that we acquired from Windward
pursuant to the license agreement to connect consumers with cannabis vendors and
promote local marijuana commerce. We will operate our technology platform
through our website located at www.iWeedz.com and through our mobile application
for Apple iOS and Android operating systems. We will strive for simplicity and
ease of use in our iWeedz website and mobile application, which we believe will
set us apart from our competition. As of the date of this report, our website is
not fully functional and our application for Apple iOS and Android operating
systems has not been released.
Our company has moved away from the technology sector and is actively searching
for additional projects particularly in the exploration of mineral properties.
These new areas have been narrowed down to graphite and lithium. With this in
mind, on February 10, 2016, our company appointed Eric Allison as a member of
our board of directors. Mr. Allison has over 35 years of experience in the
natural resource industry working in various technical, business development and
management roles. He currently provides consulting services to a variety of
companies, funds, project developers and individuals on a global basis. He
formerly served, from 2012-2015, as CEO and COO of Brazahav Resources, a private
entity developing a brownfield gold mine project in Mato Grosso, Brazil. Prior
to this, he was the Director of Research and Chief Geologist at Casimir Capital
LP specializing in junior mining companies. Previously, he was a Director at
Sempra Commodities from 1999-2009 where his responsibilities included Metals &
Concentrates and Energy. Over his career, he has also served in various roles
for Cyprus Amax Minerals, Amax Energy, SPG Exploration and Texaco. Mr. Allison
received a BS in Geology from Brown University (1978) and a MS in Marine Geology
from the University of Georgia (1980).
On April 4, 2016, we entered into a letter of intent with Rangefront Consulting
LLC. Pursuant to the letter of intent, we are to enter into a definitive
agreement with Rangefront whereby Rangefront will grant us the option to acquire
100% of the title, interest and right in and to four mineral claims, the ELON
Claims, in Esmerelda County, Nevada. In exchange for the grant of the option by
Rangefront, we shall:
1. pay $3,500 to Rangefront on signing of a definitive agreement; and
2. issue an aggregate of 200,000 common shares of our company to Brian
Goss as the authorized representative of Rangefront.
On April 25, 2016, we entered into a material definitive agreement and issued
200,000 restricted common shares as outlined in the letter of intent. We now
hold a 100% interest in the ELON claims in Clayton Valley, Nevada.
The ELON claim block consists of four 20-acre placer claims and is located in
Esmerelda County, Nevada, and is contiguous to claims held by both PURE Energy
and Lithium X in Clayton Valley. Clayton Valley is home to Albemarle's Silver
Peak Lithium Mine, the only mine producing lithium from brine in North America.
Both PURE Energy and Lithium X are actively exploring their respective claim
blocks in Clayton Valley. The Clayton Valley area has been the focus of
significant levels of exploration and acreage acquisition in recent months and
is considered to be one of the best places for lithium exploration in North
America.
13
The company looks to capitalize on opportunities within the lithium sector
including providing lithium to the ever expanding next generation battery
market. Lithium demand is projected to triple by the year 2025 according to a
recent report by Goldman Sachs and for many analysts is considered the new
gasoline of the future. Our current focus is in the Basin and Range province of
Nevada where the only producing lithium brine mine in North America, Albemarle's
Silver Peak Project, is located. Elon, our first project, is located in Clayton
Valley and is in close proximity to Silver Peak and several other active
explorers and developers.
On April 8, 2016, we entered into a securities purchase agreement with Robert
Seeley, whereupon we agreed to sell to Mr. Seeley, for an aggregate of $10,000
in cash, a convertible promissory note for the aggregate principal sum of
$10,000, which includes simple interest at a rate of 10% and is convertible in
common shares of our company for $0.0125 per share. This note matures in one
year from issuance.
Additionally, we entered into a securities purchase agreement dated April 21,
2016 with Mr. Seeley, whereupon we agreed to sell to Mr. Seeley, for an
aggregate of $5,000 in cash, a convertible promissory note for the aggregate
principal sum of $5,000, which includes simple interest at a rate of 10% and is
convertible in common shares of our company for $0.015 per share. This note
matures in one year from issuance.
On May 5, 2016, we entered into a securities purchase agreement with Robert
Seeley, whereupon we agreed to sell to Mr. Seeley, for an aggregate of $50,000
in cash, a convertible promissory note for the aggregate principal sum of
$50,000, which includes simple interest at a rate of 10% and is convertible into
common share of our company at $0.0275 per share. This note matures in one year
from issuance.
On May 11, 2016, we entered into a securities purchase agreement with Robert
Seeley, whereupon we agreed to sell to Mr. Seeley, for an aggregate of $40,000
in cash, a convertible promissory note for the aggregate principal sum of
$40,000, which includes simple interest at a rate of 10% per annum and is
convertible in common shares of our company for $0.035 per share. This note
matures in one year from issuance.
RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 2016 COMPARED TO THE THREE AND SIX MONTHS
ENDED JUNE 30, 2015.
Our operating expenses for the three and six month periods ended June 30, 2016
and 2015 are outlined in the table below:
Three months Three months Six months Six months
ended ended ended ended
June 30, June 30, June 30, June 30,
2016 2015 2016 2015
-------- -------- -------- --------
Consulting fees $ 9,167 $ Nil $ 9,167 $ Nil
General and administrative $ 11,160 $ 3,929 $ 14,610 $ 4,880
Management fees $ 6,000 $ 6,000 $ 12,000 $ 12,000
Professional fees $ 10,257 $ 7,648 $ 17,365 $ 18,496
Interest and accretion expense $ 26,335 $ 18,273 $ 34,684 $ 28,267
Gain on settlement of debt $ Nil $(18,000) $ Nil $(18,000)
Net Loss $(62,919) $(17,850) $(87,826) $(45,643)
OPERATING REVENUES
From November 2, 2006 (date of inception) to June 30, 2016, our company did not
record any revenues.
OPERATING EXPENSES AND NET LOSS
Operating expenses for the three months ended June 30, 2016 were $36,584
compared with $17,577 for the three months ended June 30, 2015. The increase in
operating expenses were attributed to consulting fees of $9,167 to a third-party
consultant, an increase of $2,609 for legal and professional fees incurred with
the Company's acquisition of mineral property in Nevada, and an increase of
14
$7,231 in general and administrative expense relating to an increase in
day-to-day operations including transfer agent and filing fees for issuance of
common shares and SEC news releases during the period.
Operating expenses for the six months ended June 30, 2016 were $53,142 compared
with $35,376 for the six months ended June 30, 2015. The increase in operating
expenses were attributed to an increase in consulting fees of $9,167 to a
third-party consultant, and an increase of $9,730 in general and administrative
expense for an increase in day-to-day activities during the current year.
Net loss for the six months ended June 30, 2016 was $87,826 compared with
$45,643 for the six months ended June 30, 2015. In addition to operating
expenses, our company incurred interest and amortization accretion of $34,684
(2015 - $28,267) relating to interest incurred on the outstanding debt, and
amortization of the discount for the convertibility feature of convertible
debentures. In the prior year, our company also recorded a gain on settlement of
debt of $18,000.
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL
As at As at
June 30, December 31,
2016 2015
---------- ----------
Current Assets $ 43,160 $ 1,389
Current Liabilities $ 247,292 $ 209,695
---------- ----------
Working Capital (deficiency) $ (204,132) $ (208,306)
========== ==========
CASH FLOWS
Six Months Six Months
Ended Ended
June 30, June 30,
2016 2015
---------- ----------
Net cash used in operating activities $ (80,562) $ (9,367)
Net cash used in investing activities $ (3,500) $ Nil
Net cash provided by financing activities $ 105,000 $ 9,500
---------- ----------
Net increase in cash $ 20,938 $ 133
========== ==========
As at June 30, 2016, our cash balance was $22,327 compared to $1,389 at December
31, 2015 and total assets were $56,660 compared to $1,389 as at December 31,
2015. The increase in cash was due to the fact that we received $105,000 during
the current year for operating activities whereas in the prior year we only
received $9,500, which resulted in an increase in operating and investing
activities and an increase in cash at during fiscal 2016. The increase in total
assets in addition to cash was due to the acquisition of mineral properties in
the state of Nevada for $13,500 and prepaid consulting fees of $20,833 during
the period ended June 30, 2016.
As at June 30, 2016, we had total liabilities of $247,292 compared with total
liabilities of $209,695 as at December 31, 2015. The increase in total
liabilities was due to an increase in notes payable of $28,915 for the issuance
of $105,000 of non-related notes payable, less discount of $88,616, and the
accretion of $12,432 of notes payables issued in fiscal 2015.
As at June 30, 2016, we had a working capital deficit of $204,132 compared with
a working capital deficit of $208,306 as at December 31, 2015. The change in
working capital deficit is consistent from prior year.
CASHFLOW FROM OPERATING ACTIVITIES
During the six months ended June 30, 2016, we used $80,562 of cash for operating
activities compared to the use of $9,367 of cash for operating activities during
the six months ended June 30, 2015. The increase in the cash used for operating
activities was due to the fact that the Company had more operating activities
15
during the current period with the acquisition of the mineral properties in
Nevada and was supported financially by an increase in proceeds received from
financing activities which helped pay for operating activities as they were
incurred.
CASHFLOW FROM INVESTING ACTIVITIES
During the six months ended June 30, 2016, we used $3,500 of cash for investing
activities as part of the payment for the acquisition of the mineral properties
in Nevada. During the six months ended June 30, 2015, we did not have any
investing activities.
CASHFLOW FROM FINANCING ACTIVITIES
During the six months ended June 30, 2016, we received proceeds of $105,000 from
the issuance of notes payables from a non-related party, which is unsecured,
bears interest at 10% per annum, and is due within one year from the issuance of
the note. During the six months ended June 30, 2015, we received proceeds of
$9,500 from the issuance of a note payable to a related party, which is
unsecured, bears interest at 10% per annum, and is due on March 4, 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.
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
16
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 June 30,
2016 and December 31, 2015, 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:
Level 1: Level 1 applies to assets or liabilities for which there are quoted
prices in active markets for identical assets or liabilities.
17
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.
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 March 31, 2016 and December 31, 2015, our company has no items representing
comprehensive income or loss.
STOCK-BASED COMPENSATION
Our company records stock-based compensation in accordance with ASC 718,
COMPENSATION - STOCK COMPENSATION using the fair value method. All transactions
in which goods or services are the consideration received for the issuance of
equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. Equity instruments issued to employees
and the cost of the services received as consideration are measured and
recognized based on the fair value of the equity instruments issued. As at March
31, 2016 and December 31, 2015, our company did not grant any stock options.
18
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.
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
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
19
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)
3.4 Articles of Merger filed with the Nevada Secretary of State on May 9,
2016 with an effective date of May 11, 2016 (incorporated by reference
to our Current Report on Form 8-K filed on June 13, 2016)
(10) MATERIAL CONTRACTS
10.1 Promissory Note with Pop Holdings Ltd. Dated April 25, 2012
(incorporated by reference to our Quarterly Report on Form 10-Q filed
on May 11, 2012)
10.2 Promissory Note with Pop Holdings Ltd. dated April 25, 2012
(incorporated by reference to our Quarterly Report on Form 10-Q filed
on May 11, 2012)
10.3 Promissory Note with Pop Holdings Ltd. dated May 14, 2012 (incorporated
by reference to our Quarterly Report on Form 10-Q filed on September
12, 2012)
10.4 Promissory Note with Pop Holdings Ltd. dated November 16, 2012
(incorporated by reference to our Quarterly Report on Form 10-Q filed
on November 19, 2012)
10.5 Promissory Note with Robert Seeley dated February 4, 2013 (incorporated
by reference to our Annual Report on Form 10-K filed on April 15, 2013)
10.6 Promissory Note with Pop Holdings Ltd. dated February 13, 2013
(incorporated by reference to our Annual Report on Form 10-K filed on
April 15, 2013)
10.7 Promissory Note with Pop Holdings Ltd. dated May 29, 2013 2013
(incorporated by reference to our Quarterly Report on Form 10-Q filed
on August 12, 2013)
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)
20
Exhibit
Number Description
------ -----------
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)
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)
21
Exhibit
Number Description
------ -----------
10.35 Letter of Intent 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 Agreement with Rangefront Consulting LLC dated April 25, 2016
(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 between our company
and Robert Seeley (incorporated by reference to our Current Report on
Form 8-K filed on May 4, 2016)
10.38 Form of convertible promissory note between our company and 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 between our company
and Robert Seeley (incorporated by reference to our Current Report on
Form 8-K filed on May 4, 2016)
10.40 Form of convertible promissory note between our company and 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 between our company
and Robert Seeley (incorporated by reference to our Current Report on
Form 8-K filed on May 12, 2016)
10.42 Form of convertible promissory note between our company and Robert
Seeley (incorporated by reference to our Current Report on Form 8-K
filed on June 20, 2016)
(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.
22
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: August 15, 2016 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)
2
