The exchange rate on April 27, 202023, 2021 was $5.6358R$5.4787 Brazilian reais per one U.S. dollar.

Item 3.B. Capitalization and Indebtedness. 

As of April 27, 2020,23, 2021, we had issued5,348,757 6,002,388 shares of Common Stock and 1 share of a Series A Preferred Stock.

As of December 31, 2019,2020, we had current liabilities of $17,618$10,732 all of which was unsecured and attributable to non-related parties. We had no long-term liabilities.liabilities.

Item 3.C. Reasons for the Offer and Use of Proceeds.

Not applicable.

Item 3.D. Risk Factors.

You should carefully consider the following risk factors and all other information contained in this Report before purchasing our shares. We have assembled these risk factors based upon publicly available information, our own analysis and our own beliefs relative to our understanding of our business. If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected, in which case, the value of our shares could decline, and you may lose some or all of your investment.

General Risks Relating to Our Business

Risks Related to Operations

Our results are likely to fluctuate significantly in future periods.

Our operating and financial results are difficult to predict and may fluctuate significantly from period to period. Results of operations may fluctuate as a result of a variety of factors that are outside of our control including, but not limited to, lack of sufficient working capital, equipment malfunction and breakdowns, and regulatory or licensing delays.

We may be unable to access funding on acceptable terms or at all.

We may seek additional debt or equity financing to finance our business model and for growth.  Such financing may not be available on acceptable terms or at all and any failure to obtain additional financing when needed could severely impact our business. Additional equity financing may be dilutive to shareholders, and debt financing may involve significant covenants and future repayment obligations.

Global Risks

While for the most part we have been to continue our operations during the coronavirus pandemic, there can be no assurance that a significant worseningworsening.

Risks Related to Operating in Brazil

We are subject to extensive mining and environmental regulation in Brazil.

We are subject to various Brazilian federal mining laws and regulations and federal, state and local environmental laws and regulations. For any of the operations that we intend to pursue directly, we will be required to obtain a certain number of permits from regulators. After operations begin, we will have capital expenditures on an ongoing basis to continue to ensure compliance with the permits obtained as well as other mining and environmental laws and regulations. In addition, due to the possibility of changes to mining and environmental laws and regulations, the amount and timing of future regulatory expenditures may vary substantially from those currently anticipated. We could be subject to civil or criminal penalties for non-compliance with mining and environmental laws and regulations under Brazilian law.

Significant volatility in the value of the Brazilian real in relation to the U.S. dollar could harm our results.

The local costs in Brazil are in the currency of Brazil, the Brazilian real. There have been significant fluctuations in the exchange rate between the Brazilian real and the U.S. dollar and this may at times be detrimental to us.

Brazilian economic and political conditions may have an impact on our businesses.

The Brazilian economy has been characterized by frequent, and occasionally drastic, intervention by the Brazilian government, which has often changed monetary, credit and other policies to influence the economy. Actions taken by the Brazilian government concerning the economy may have important effects on us. Our financial condition and results of operations may be adversely affected by the following factors, among others, and by any of the Brazilian government's actions in response to them: economic and social instability, energy and/or fuel shortages, exchange rate controls and restrictions on remittances abroad, and tax policy. 

Brazilian contract and corporate laws may negatively affect us.

The judicial enforcement of contracts in Brazil is a lengthy process, requiring skill and tenacity, and the application of corporate laws through the Brazilian legal system can be uneven, haphazard and unreliable.

Brazilian tax laws are complex and may be detrimental to us.

Brazilian taxation tends to be one of the more complex tax regimes in the world.  We make every effort, in conjunction with Brazilian advisors, to limit the taxes to which we are subject; however, there is no assurance that the tax laws in Brazil will not be changed nor interpreted by Brazilian authorities in a manner that could be detrimental to us.

The coronavirus pandemic may affect us more severelyseverely.

While for the most part we have been to continue our planned pursuits during the coronavirus pandemic, a worsening of such situation in Brazil may lead to significant delays in some or all of our timelines.

Risks Related to Our Common Stock

There is currently a very limited trading market for our Common Stock.

Our Common Stock trades on Pink Open Market,OTCQB, a platform of OTC Markets, and as of now it has low liquidity. A possible reason for this includes the fact that only a small percentage of our Common Stock is available to be traded and is held by a small number of holders. Another possible reason may be related to the fact that we are a new company and therefore the demand for our shares is limited by the lack of knowledge about us. We believe that liquidity will be dependent, among other things, on the perception of our business, alongside with steps that we may take to raise investor awareness, including press releases, road shows, and conferences. There can be no assurance as to when an increase in liquidity will occur.

The price and liquidity of our Common Stock may be affected by many reasons, some beyond our control.

The price and liquidity of our Common Stock may be affected by a variety of factors and events outside of our control, some, but not all, of which are listed below:

The price and liquidity of our Common Stock may also impair our ability to raise capital by selling shares of our stock, to acquire mineral properties by using our stock as consideration, or to recruit and retain executives with equity-based stock incentive plans.

Our operating results may be volatile and difficult to predict, and if it fails to meet expectations the market price of our Common Stock may decline significantly.

Our operating results may fluctuate significantly from period to period, due to a number of factors. These factors include, but are not limited to:

Many of these factors are entirely outside of our control, and for others we only have limited influence. As a result of the factors above, and others, we may be unable to forecast our financial projections accurately and may be unable to adjust our spending in a timely manner to compensate for any unexpected revenue and/or funding shortfalls. Additionally, a failure to meet revenue or expense projections may have an immediate and negative impact on our operating results. If this were to happen, the market price of our Common Stock could decline significantly.

Our Common Stock may be considered a "penny stock" and may be difficult to sell.

The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a "penny stock" to be an equity security that has a market price of less than US$5.00 per share or an exercise price of less than US$5.00 per share, subject to specific exemptions. The SEC's penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver to its customer a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and the salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that before a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's agreement to the transaction. These rules may adversely impact the liquidity of our Common Stock and may affect the ability of investors to sell their shares.

We do not anticipate paying dividends on our Common Stock for the foreseeable future.

We anticipate that, for the foreseeable future, if and when we generate profits, that our Board of Directors may choose to reinvest such profits or save them as reserves and not pay dividends.

Risks Specific to Jupiter Gold

Our results of operations, financial position and business outlook may become highly dependent on the price of gold, which is subject to significant volatility and uncertainty. 

Our results may become substantially related to gold prices. As a result of the volatility of gold prices, such results may fluctuate substantially.

We currently do not have mineral reserves as such term is defined by the SEC.

Although several of our projects are known to have gold, as determined by our own research exploration studies, none of these studies were carried out in a manner as to allow the measurement of “reserves” under the SEC’s definition of such term. Lack of “reserves” may lead to lesser desirability from investors and potential partners.

We are highly dependent on certain members of our management.

We depend on the efforts of a small number of officers and directors. In particular, we are heavily dependent upon the expertise of Marc Fogassa, our Chairman and Chief Executive Officer, who is also formally our Chief Financial Officer and Principal Accounting Officer. Mr. Fogassa speaks Portuguese and English fluently, has extensive networks in both Brazil and the United States of America, and relevant experience in management and finance. If it occurs, any loss of the services of Mr. Fogassa could have a material adverse effect upon our results of operations and financial position. 

Marc Fogassa is both our Chairman and Chief Executive Officer as well as Chairman and Chief Executive Officer of Brazil Minerals, Inc. and may be subject to potential conflicts of interest in matters involving both companies.

Mr. Fogassa, our Chairman and Chief Executive Officer, is also Chairman and Chief Executive Officer of Brazil Minerals, Inc. (“Brazil Minerals”), our largest shareholder. Potential conflicts of interest may occur between us and Brazil Minerals as related to allocation of opportunities and of Mr. Fogassa's working time, among others. As a practical manner to diminish or eliminate such potential conflicts of interests between these two companies, the Board of Directors of each company has a different composition. In board votes that involve a potential conflict of interest, Mr. Fogassa recuses himself, and let the disinterested directors decide.

Our Series A Preferred Stock has the effect of concentrating voting control in Marc Fogassa, our Chairman and Chief Executive Officer.

One share of our Series A Preferred Stock is issued, outstanding and held by Marc Fogassa, Chairman and Chief Executive Officer, since 2016. Mr. Fogassa holds the only outstanding share of such Series A Preferred Stock. The Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred provides that for so long as Series A Preferred Stock is issued and outstanding, the holders of Series A Preferred Stock shall vote together as a single class with the holders of our Common Stock, with the holders of Series A Preferred Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of our Common Stock being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. Therefore, so long as he holds the only outstanding shares of Series A Preferred Stock, Mr. Fogassa will have effective voting control on all matters requiring a stockholder vote.

Under our Bylaws, stockholders that initiate certain proceedings may be obligated to reimburse us and our officers and directors for all fees, costs and expenses incurred in connection with such proceedings if the claim proves unsuccessful.

Our Bylaws include a fee-shifting provision in Article VI, Section 7 for stockholder claims (the "Fee Shifting Provision"), which reads as follows: "In the event that (a) any current or prior shareholder of the  Company  or  anyone  on their  behalf ("Claiming Party") initiates or asserts any claim or counterclaim  ("Claim")  or joins, offers assistance to,  or has  a direct  interest  in  any Claim  against  the Corporation and/or any of its shareholders, officers, or directors (together, the Corporation and/or any of its  shareholders, officers, or directors are henceforth called "Receiving Parties"), including any Claim purportedly filed on behalf of the Corporation or any shareholder, whether direct or derivative, in any jurisdiction, and (b) the Claiming Party (or the third party that received assistance from the Claiming Party or in whose Claim the  Claiming Party  had  a  direct  interest) does not obtain a favorable judgment on all of the merits of its Claim, with such determination made by the Corporation, then each Claiming Party shall be obligated jointly and severally to reimburse the Receiving Parties for all fees, costs and expenses of every kind and description (including, but not limited to, all attorneys'  fees) that the Receiving  Parties may incur in connection with such Claim."

The Fee Shifting Provision was adopted to eliminate or decrease nuisance and frivolous litigation. We intend to apply the Fee Shifting Provision broadly to all actions, including U.S. federal securities law claims. The level of recovery for the plaintiff to avoid any payment, quoting verbatim the language of the Fee Shifting Provision, would necessitate such plaintiff obtaining a "favorable judgment on all of the merits of its Claim." The Fee Shifting Provision is intended to apply to "any current or prior shareholder of the Company or anyone on their behalf" and the Company will make such determination based on the facts of any case it may encounter. The parties entitled to recover, quoting verbatim, are "the Corporation and/or any of its shareholders, officers, or directors."

We are incorporated in the Marshall Islands, which may have fewer rights and protections for shareholders.

We are incorporated in the Republic of the Marshall Islands (“Marshall Islands”). Our corporate affairs are governed by our Articles of Incorporation and Bylaws and by the Marshall Islands Business Corporations Act (the "BCA"). The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction. Further, the Marshall Islands does not have a well-developed body of bankruptcy law. As such, in the case of our bankruptcy, there may be a delay of bankruptcy proceedings and the ability of shareholders and creditors to receive recovery after a bankruptcy proceeding. Additionally, our incorporation in the Marshall Islands may make service of process more difficult.

Substantially all of our assets are in Brazil.

Substantially all of our assets (mineral properties, equipment) are located in Brazil. We therefore depend on complying with laws and regulations in Brazil to keep such assets free of any liens or judgments. On the other hand, it may be difficult to enforce judgments from other countries’ courts against such assets.

Item 4. Information on the Company.

Item 4.A. History and Development of the Company.

Date of Incorporation, Legal Form, Domicile, & Business Summary

We were incorporated under the laws of the Republic of the Marshall Islands on July 27, 2016, and hashave been in continuous, active operations since that date. Our common stock symbol is JUPGF and we are currently listed in Pink Open Market,OTCQB, a platform of OTC Markets.

We are focused on gold properties in Brazil, a well-regarded jurisdiction that we know well and one that presents attractive opportunities. We plan to mine properties that lend themselves to year-round, simple open-sky operations to enable steady profitability on gold retrieval. In other situations, we will prefer to partner and collect royalties while another entity operates the project. Our main goal is to become a profitable company as soon as possible.

We have no issued debt, except for operational payables. We have been primarily funded to date by sales of our common stock. We are prohibited from issuing variable-rate convertible debt by our Bylaws.

Gold Sector Outlook

We believe that gold will continue to grow in its usage as a medium of value storage, in addition to uses in jewelry and manufacturing. We also believe that Brazil, a country that is larger than the continental United States, with varied geology, will continue to yield promising areas for gold exploration. Brazil also has a detailed mining code and a long history of welcoming exploration of its resources by foreign groups. We believe the trends favoring gold mining in stable jurisdictions such as Brazil will continue for the next several decades.

Gold has emotional, cultural and financial value and different people across the globe buy gold for different reasons, often influenced by a range of national socio-cultural factors, local market conditions and wider macro-economic drivers. The modern gold market is a picture of diversity and growth. Since the early 1970s, the volume of gold produced each year has tripled, the amount of gold bought annually has quadrupled and gold markets have flourished across the globe. Currently the global gold market has attracted a lot of attention and the price of gold is relatively higher than its historical trend. Gold is now bought by a far more diverse set of consumers and investors than at any previous time in history. In 2016, 3,100 tons were produced worldwide, with the main producing countries being: China, 455 t (largest producer in the last 10 years); Australia, 270 t; Russia, 250 t; United States of America, 209 t; Canada, 170 t; Peru, 150 t; South Africa, 140 t; Mexico, 125 t; Indonesia, 100 t; Uzbekistan, 100 t; Ghana, 90 t; and Brazil, 80 t (USGS 2017). An estimated 187,200 t of gold has been produced throughout history, with two-thirds since 1950.

Gold’s diverse uses, in jewelry, technology and by central banks and investors, mean different sectors of the gold market rise to prominence at different points in the global economic cycle. This diversity of demand and self-balancing nature of the gold market underpin gold’s robust qualities as an investment asset. The price of gold, as each price, is determined by the market forces of demand and supply. The demand is the amount of a good demanded for purchase at a given price. Therefore, the demand for gold is the amount of a gold demanded for purchase at a given price. Gold demand is often analyzed on an annual basis and divided into jewelry demand, technology demand, central banks’ demand or investment demand.

The gold market is a global market, with London and New York being the two biggest marketplaces for gold in the world. The gold market is quite large, larger than many other markets. It is estimated that the size of the investable gold market is $2.4 trillion. The average daily trading volume in gold in the over-the-counter market alone is estimated at $67 billion, indicating that the gold market is very liquid. Investment demand is the demand for gold for investment purposes. This demand is made up of direct ownership of bars and coins, or indirect ownership via Exchange-Traded Funds (ETFs) and similar products. Investment demand is the most important category of demand for gold that really drives the price of gold.

The most important reason for investing in gold is diversifying risk. Gold is an excellent portfolio diversifier, since it has very low correlation with other assets. This is why the yellow metal is one of the most effective hedges or safe havens. Gold can be seen as an insurance against tail risks, financial black swans, high and accelerating inflation or systemic crises. There are many factors influencing the investment demand for gold, however, the most important are the U.S. dollar strength, the level of real interest rates and the intensity of risk aversion.

Emerging Growth Company Status

We may be deemed to be an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act. As long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an "emerging growth company."

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We will remain an "emerging growth company" for up to five years, or December 31, 2021, although we would cease to be an "emerging growth company" prior to such time if we have more than $1,070,000,000 in annual revenue, more than $700,000,000 in market value of our common stock is held by non-affiliates, or we issue more than $1,000,000,000 of non-convertible debt over a three-year period.

Item 4A. Unresolved Staff Comments.

Not applicable.

Item 5. Operating and Financial Review and Prospects.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes and other information included elsewhere in this registration statement. This discussion contains forward-looking statements that are based on management's current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements and as a result of the factors we describe under "Risk Factors" and elsewhere in this filing. See "Special Note Regarding Forward-looking Statements" and "Risk Factors." We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Operational OverviewAlpha Project

During the year 2019, Jupiter Gold strengthened considerably its portfolio of goldOverview:

Our 100%-owned Alpha Project encompasses 31,650 acres distributed in twelve mineral rights for gold in both qualityan area at the eastern edge of the so-called Iron Quadrangle in the State of Minas Gerais in Brazil. Most of the gold recovered from Brazil has been from mines located in the Iron Quadrangle. This project is located approximately 100 miles east of Belo Horizonte, capital of Minas Gerais, and has excellent infrastructure (roads, power, availability of local labor). Only 2% of the total area was researched in detail fifteen years ago by a prior owner, by drilling primarily saprolite and colluvial layers; the technical report produced at the time showed gold mineralization of 64,000 oz with an average of 1.54 g/t and at a cutoff of 0.8 g/t. Our technical team has advanced such work, and a revised technical report has been written as of November 2020 with gold mineralization of 84,000 oz at a cutoff of 0.8 g/t. An expert geological services consultancy, RCS Geologia e Meio Ambiente Ltda (“RCS Geologia”), has been retained to study the Alpha Project and propose a pathway to a first producing mine. RCS Geologia has indicated that the gold deposits are of greenstone belt type. Further work is ongoing at Alpha Project to expand the knowledge of and the measured size Brazil:of the deposit.

Alpha ProjectGeology:

The Santana do Alfié region where the Alpha Project is located has a metavolcanosedimentary sequence, consisting mainly of paragnaisses that intercalate with amphibolites, ultramafic rocks and small-scale iron formations. In some ranges, these same lithologies were later discorded by pegmatites. These pegmatites belong to the event that generated the vast majority of pegmatites in the Eastern Pegmatitic Province. It is also possible to observe small portions where there is a predominance of ultramafic rocks, such as serpentinite and tremolite. In the southern sector of the region, rocks appear called quartz-muscovite schist, a lithology that is more preserved in relation to the others and sometimes presents small quartz boudins and, in some places, the presence of magnetite crystals and tourmaline disseminated in shale quartz-mica is observed. In smaller proportions, sericitic quartzites and banded iron formation, basically consisting of recrystallized magnetite and quartz, follow.

The rock formation in the region where the Alpha Project is located has some similarities to gold deposits from shear zones in traditional volcanic sedimentary sequences. However, they differ in that they present a complex and marked metamorphic evolution, with the presence of gneissic rocks and late pegmatitic intrusions. Hydrothermal enrichment is also observed.

Location Map:

Geological Map:

Alta Floresta Project

Overview:

Our 100%-owned Alta Floresta Project encompasses 24,395 acres distributed in three mineral rights for gold in the northern portion of the State of Mato Grosso, more specifically in the Alta Floresta Auriferous Province. Two of the mineral rights show prior artisanal and superficial gold mining activities associated with robust production of gold. They also display similar geophysical signatures with known nearby gold deposits. The third area shows strong potential for gold, copper and manganese according to the technical team that visited and studied the area.

Mineral: Gold

Ownership: 100%

Location: State of Mato Grosso

Infrastructure: Paved highway, water, nearby electrical power grid

Size: 24,395 acres

Geology:

The Alta Floresta Project area is geologically inserted in the Province of Rio Negro-Juruena Province. The Rio Negro-Juruena Province consists of numerous granitic bodies, developed through a succession of magmatic arcs. Structural arrangements made of Ductile Shear Zones constitutes one of the main determinants for the accommodation of a large part of the gold deposits and granitic bodies containing systems in gold.

The presence of soils is entirely sandy from sandstones of the Dardanelles Formation; sandy-clay soils, generated from granitoids, clayey soils from volcanic rocks, generally of light colors and red clayey soils (oxisoils) resulting from weathering. Geomorphologically the area is mostly contained in the unit called Interplanáltica Depression of the Southern Amazon and, to a lesser extent representativeness, in the subdivision Planalto de Dardanelos.

Location Map:

Geological Map:

Quartzite Project

Overview:

Our Projects

Location Map:

Geological Map:

Paracatu Project

Overview:

Our projects100%-owned Paracatu Project encompasses 773 acres in one mineral right for gold located the northwest portion of the State of Minas Gerais. This region has been marked by gold mining activities since the 18th century, and currently produces 22% of all gold in Brazil.

Mineral: Gold

Ownership: 100%

Location: State of Minas Gerais

Infrastructure: Paved highway, water, nearby electrical power grid

Size: 773 acres

Deposit Type: Alluvial

Geology:

The gold mineralization occurs in veins associated with sulfides of arsenic, copper, zinc and lead. Gold seen in our Paracatu Project deposit is one remobilized by the river that cuts through these mineralized rocks and concentrated in sand banks.

The primary auriferous mineralizations at the Paracatu district are summarizeddescribed embedded in carbonaceous sericite schists and phyllites of the Paracatu Formation, belonging to the Brasilia Fold Belt ridden over the pelitic and carbonate metasediments of the Vazante Belt to the east. Silver to dark brown sericite-xysts predominate over quartzite, containing quartz boudins stretched perpendicular to the direction of the mineral lineation, which suggests the NEE direction of movement, with gentle dips. Deformation in the following mapboudins has produced oblate forms. Arsenopyrite, pyrite, chalcopyrite and table.pyrrhotite associated with gold define one of the paragenesis of the sulfide mineralization, while galena and sphalerite define the other.

The mineralization that occurred at Paracatu is closely related to aqueous fluids of hydrothermal nature, rich in As, Au and subordinately in Pb and Zn, which percolated along favorable structures contained in the sericite schists and phyllites, thus defining a mineralized region. Apparently, gold, and sulfides were deposited in boudin traction zones, along the contact between boudins and sericite schists and in microcracks and micropores in the boudins themselves. The rocks are more deformed and more sulfidized along the quartz boudin zone where gold contents are higher. This group of mineralized rock is disaggregated and transported by the Rico River which processes the gold and concentrates it naturally in the banks, banks and riverbed that outcrops in our Paracatu Project area.

Location Map:

Geological Map:

Apuí Project

Overview:

Our 100%-owned Apuí Project encompasses 69,330 acres distributed in three mineral rights for gold in the southeast portion of the State of Amazonas. The city of Apuí has an infrastructure capable of offering services such as water supply, electricity, mailing, hospitals and banks.

Mineral: Gold

Ownership: 100%

Location: State of Amazonas

Infrastructure: Waterways, some paved highway, mostly remote areas with extensive vegetation cover

Size: 69,330 acres

Geology:

The Apuí Project is located in the NW portion of a new gold frontier, named the Jureuena-Teles Pires Gold Province. The Jureuena-Teles Pires Gold Province is known to have gold deposits generally explored by artisanal miners. Primary deposits in this region of Brazil are usually greater than 1 million ounces. Geologically, the area is located in the Alto Tapajós basin. The Alto Tapajós basin is non-compliant over the volcanic rock of the Colíder Group (rhyolites) and the Beneficente sedimentary basin (silzite, claystone and quartzites), and over rocks from the Sucunduri Migmatitic Suite and Mafic-Ultramafic Suite. Intrusive Post-orogenic Suites occur on the Beneficente Group.

According to geological studies over the region, the area where the Apuí Project is located has great potential for epithermal, primary, and secondary gold deposits. In fact, there exists an auriferous occurrence proven trough a deactivated gold mine approximately 3.5 km away.

Location Map:

Geological Map:

Crixás Project

Overview:

Our 100%-owned Crixás Project encompasses 3,068 acres in one mineral right for gold located the northwest portion of the State of Goiás. This region has been marked by gold mining activities since the 18th century, and currently produces 22% and currently produces over 6 tons of gold per year.

Mineral: Gold

Ownership: 100%

Location: State of Goiás

Infrastructure: Paved highway, water, nearby electrical power grid

Size: 3,068 acres

Geology:

The supracrustal rocks from the Crixás Project region include peridotitic komatiite, overlaid by garnet-quartz-chlorite schist, quartz-muscovite schist, quartzite, garnet-rich quartzite, metagreywacke, metachert, amphibolite and banded iron formation, latter two subjected to shear zone controlled hydrothermal alteration. These rocks constitute a fragment of the Crixás greenstone belt in the Goiás Magmatic Arc. This sequence is intruded by granites and gabbros. Supracrustal rocks are metamorphosed in the transition from greenschist to epidote facies metamorphism. Hydrothermally altered amphibolite and iron formation in the Bocaina shear zone are enriched in Au, As, Ag, Cu, Ba, Bi, Sb and W. Metamorphic fluid involvement is suggested, such as for orogenic gold deposit formation. Gold mineralizations occur in massive sulfide, quartz vein and disseminated styles hosted by metabasalt and carbonaceous shale subjected to hydrothermal alteration.

Location Map:

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Cavalcante Project

Overview:

Our 100%-owned Cavalcante Project encompasses 4,771 acres in one mineral right for gold located in the northernmost portion of the State of Goiás and continuing to the southernmost portion of the State of Tocantins. This region has been marked by gold mining activities since the 18th century.

Mineral: Gold

Ownership: 100%

Location: States of Goiás and Tocantins

Infrastructure: Paved highway, water, nearby electrical power grid

Size: 4,771 acres

Geology:

The ore is located mainly in the Gneissic Granite Complex domain. These are peraluminous, syn-tectonic, S-type granites that host, besides gold mineralization, plationoidy, tin, tantalum, and uranium mineralizations. The mineralized region is in an E-W shear zone, near the contact between the biotite-muscovite granite of the Aurumina Suite and the Ticunzal Formation, composed of schists and graphitic paragnaisses.

Our Cavalcante Project is located near the contact between the Aurumina Suite and the Ticunzal Formation. The shear zone, which has silicified, sericitized and hydrothermally altered zoins, was generated almost concomitantly with the granitic intrusions and develops a band of milonites over the biotite-muscovite granite. The ore-bearing host rocks, which occur in the contact region, are extremely siliceous and micaceous, referred to as muscovite-quartz milonite and were developed over the biotite-muscovite granite of the Aurumina Suite. In general, gold occurs in isolated grains but is also associated with metallic minerals. This deposit is notorious for the association between gold and platinum group element minerals, however PGMs have never been exploited as a by-product of gold in this region.

Location Map:

Geological Map:

Brotas Project

Overview:

Our 100%-owned Brotas Project encompasses 4,821 acres in one mineral right for gold located the central-western portion of the State of Bahia. This region has been marked by gold mining activities since the 18th century.

Mineral: Gold

Ownership: 100%

Location: State of Bahia

Infrastructure: Paved highway, water, nearby electrical power grid

Size: 4,821 acres

Geology:

In the region gold occurs both associated with quartz veins cutting through bedrock and accumulated in alluvial bars and colluvial deposits.

The Brotas Project is situated in the valley of the Paramirim River, a tributary of the São Francisco River, one of the largest rivers in Brazil. The valley is bounded to the west by the Northern Espinhaço Range and to the east by the Western Chapada Diamantina. The area comprises two domains: the pre-Paleoarchean to Paleoproterozoic basement units and the Paleo to Neoproterozoic volcanosedimentary coverings.

The pre-spine basement domain integrates the infrastructure of the São Francisco Craton, an extensive core stabilized at the end of the Transamazonian tectonometamorphic event, between 2,2 and 2,0 Ga, and limited by the Rio Preto, Riacho do Pontal and Sergipana mobile belts to the north, Brasília to the west and Araçuaí to the south, deformed between 650 and 485 Ma. The domain of the volcanosedimentary coverings deposited in the interior of the São Francisco Craton encompasses the Espinhaço and São Francisco supergroups. The sedimentary stack related to the Espinhaço Supergroup accumulated, according to Almeida, in a sedimentary basin of Proterozoic age spared of brasilian deformations, or, as per, in an aulacogenic structure (Aulacogen of Espinhaço), in the time interval from 1,8 to 1,0 Ga.

The stratigraphic stacking of these sedimentary coverings in the Chapada Diamantina region includes the groups Paraguaçu (Rio dos Remédios, Ouricuri do Ouro, Mangabeira, Lagoa de Dentro and Açuruá formations), Chapada Diamantina (Tombador and Caboclo formations) and the Morro do Chapéu Formation; and, in the Northern Espinhaço region, the Oliveira dos Brejinhos Group, subdivided into the Pajeú, Bom Retiro, Riacho do Bento, Mosquito and Fazendinha Formations and the Sítio Novo Formation. The units related to the São Francisco Supergroup correspond to mixed siliciclastic and carbonatic deposits accumulated in the Neoproterozoic, in a passive margin basin, or flexural, generated by mass overburden.

Location Map:

Geological Map:

Note 1:Note: None of our projects currently has “reserves” in accordance with the definition of such term by the Securities and Exchange Commission (the “SEC”).Commission. Our Alpha Project has gold reserves as per the definition of such term under Brazilian mining department guidelines.

Note 2: Below, ANM is the acronym for “Agência Nacional de Mineração”, the Brazilian mining department.

Capital Equipment

We built and own a modular gold processing and recovery plant (see photo below); its capacity can be easily increased. This plant uses high speed centrifugation as the primary method of gold separation. Its applicable for gold in saprolite and colluvial layers, as seen for instance in the more superficial layers in the Alpha Project.

The use of centrifugal concentrators for free gold recovery from alluvial ore has been a common practice in the mining industry for decades. This method uses the difference in intrinsic densities for separation; whereas the native gold density is 19.0 g/cm³, and the density of silica, the main component of the waste, is approximately 2.6 g/cm³. This equipment has several advantages over other processes, such as:

An example of a gold bar obtained from the processing of material in our plant is below.

Details on Projects

Alpha Project

Highlights:

Map:

Brotas Project

Highlights:

Map:

Paracatu Project

Highlights:

Map:

Apuí Project

Highlights:

Map:

Serrita Project

Highlights:

Map:

Crixás Project

Highlights:

Map:

Cavalcante Project

Highlights:

Map:

Alta Floresta Project

Highlights:

Map:

Diamantina Project

Map:

Results of Operations

Fiscal Year Ended December 31, 20192020 Compared to Fiscal Year Ended December 31, 20182019

We did not record any revenue during the year ended December 31, 2019,2020, compared to revenue of $8,525$0 during the year ended December 31, 2018. Our prior year revenues were realized through the sale of a gold bar generated from our exploratory mining efforts.2019. We expect revenues to increase in future periods as we increase our mining operations; however, can offer no assurances that we will be successful in efforts.

Our operating expenses are comprised primarily of stock-based compensation, general administrative expenses, and to lesser extent professional fees and other compensation related costs. Operating expenses totaled $412,529 for the year ended December 31, 2020, compared to operating expenses of $287,984 during the year ended December 31, 2019. The increase in operating expenses of 43.2% is explained primarily by increased general and administrative expenses and compensation costs.

We incurred a net loss of $430,453 for the year ended December 31, 2020, representing an increase of $118,125, or 37.8%, compared to a net loss of $312,328 incurred during the year ended December 31, 2019. 

Net cash used in operating activities was $285,667 for the year ended December 31, 2020, compared to net cash used in operating activities of $159,250 during the year ended December 31, 2019. Net cash used in investing activities was $205,216 for the year ended December 31, 2020, compared to net cash provided by investing activities of $66,478 during the year ended December 31, 2019. Net cash provided by financing activities was $500,000 for the year ended December 31, 2020, compared to $150,000 during the year ended December 31, 2019.

Fiscal Year Ended December 31, 2019 Compared to Fiscal Year Ended December 31, 2018

We did not record any revenue during the year ended December 31, 2019, compared to revenue of $8,525 recorded during the year ended December 31, 2018. Our prior year revenues were realized through the sale of a gold bar generated from our exploratory mining efforts.

Operating expenses totaled $287,984 for the year ended December 31, 2019, compared to operating expenses of $410,290 during the year ended December 31, 2018. The decrease in operating expenses of 29.8% is explained primarily by lower general and administrative expenses and stock-based compensation costs related to stock options granted.

We incurred a net loss of $312,328 for the year ended December 31, 2019, representing a decrease of $89,437, or 22.3%, compared to a net loss of $401,765 incurred during the year ended December 31, 2018.

Net cash used in operating activities was $72,518$159,250 for the year ended December 31, 2019, compared to net cash used in operating activities of $82,989$58,635 during the year ended December 31, 2018. Net cash used inprovided by investing activities was $20,254$66,478 for the year ended December 31, 2019, compared to $803net cash used in investing activities of $25,157 during the year ended December 31, 2018. Net cash provided by financing activities was $150,000 for the year ended December 31, 2019, compared to $5,000 during the year ended December 31, 2018.

Fiscal Year Ended December 31, 2018 Compared to Fiscal Year Ended December 31, 2017

Revenue totaled $8,525 for the year ended December 31, 2018, compared to no revenue recorded during the year ended December 31, 2017. Our revenues were realized through the sale of a gold bar generated from our exploratory mining efforts.

Operating expenses totaled $410,290 for the year ended December 31, 2018, compared to operating expenses of $436,141 during the year ended December 31, 2017. The decrease in operating expenses of 5.9% is explained primarily by lower stock-based compensation costs related to stock options granted, offset by an increase in general and administrative expenses.

We incurred a net loss of $401,765 for the year ended December 31, 2018, representing a decrease of $35,870, or 8.2%, compared to a net loss of $437,635 incurred during the year ended December 31, 2017.

Net cash used in operating activities was $82,989 for the year ended December 31, 2018, compared to net cash used in operating activities of $166,230 during the year ended December 31, 2017. Net cash used in investing activities was $803 for the year ended December 31, 2018, compared to $6,552 during the year ended December 31, 2017. Net cash provided by financing activities was $5,000 for the year ended December 31, 2018, compared to $250,100 during the year ended December 31, 2017.

Liquidity and Capital Resources

As of December 31, 2019,2020, we had total current assets of $258,133 and total current liabilities of $10,732 for a current ratio of 24.1 to 1.0 and working capital of $247,401. By comparison, we had total current assets of $156,772 and total current liabilities of $17,618 for a current ratio of 8.9 to one1.0 and working capital of $139,154. By comparison, we had total current assets of $177,034 and total current liabilities of $10,454 for a current ratio of 16.9 to one and working capital of $166,580$139,154 at December 31, 2018.2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

For both the years ended December 31, 20192020 and 2018,2019, our primary source of liquidity was derived from the sale of our common stock. We expect that our primary source of liquidity will continue to be generated from the sale of our common stock, as well as increased revenues generated from the operation of our modular plant.

Item 5.C. R&D, Patents and Licenses

None, except mineral rights described above.

Item 5.E. Off-Balance Sheet Arrangements

None.

Item 5F. Tabular Disclosure of Contractual Obligations.

The following table sets forth our contractual obligations and commercial commitments as of December 31, 2019,2020, due on demand:

Item 6. Directors, Senior Management and Employees.

Item 6.A. Directors and Senior Management.

Our officers and directors as of April 27, 202023, 2021 were as follows:

Executive officers are appointed by and serve at the pleasure of our Board of Directors. A biography of each director and officer follows.

Marc Fogassa is our Founder and has been our Chairman and Chief Executive Officer since July 2016. He has over 2122 years of investment experience in venture capital, and private and public equity investing, and has served on boards of directors of multiple private companies. Mr. Fogassa has worked at Goldman Sachs & Co. (1997), Atlas Venture (1998-2000), and Axiom Ventures (2000-2005). He also worked as investment manager with Hedgefort Capital Management LLC from May 2005 to June 2012, and as an investment banker from November 2011 to January 2014 with Hunter Wise Financial Group, LLC. He has been Chairman and CEO of Brazil Minerals, Inc., a publicly-traded company and our largest shareholder, since December 2012. Mr. Fogassa has been invited numerous times to speak about investment issues, particularly as related to Brazil. Mr. Fogassa double majored at the Massachusetts Institute of Technology (M.I.T.), graduating with two Bachelor of Science degrees in 1990. He later graduated from the Harvard Medical School with a Doctor of Medicine degree in 1995, and also from the Harvard Business School with a Master in Business Administration degree in 1999. Mr. Fogassa was born in Brazil and is fluent in Portuguese and English. Mr. Fogassa is also the Chairman and Chief Executive Officer of Brazil Minerals, Inc., one of our shareholders, and of Apollo Resources Corporation.

Joel de Paiva Monteiro, Esq. is, has been a consultant to us since 2017 and became our Vice-President, Administration and Operations, in 2020. Previously he was a partner of the Brazilian law firm PRA Advogados - Pimenta da Rocha Andrade, with three offices and headquarters in Belo Horizonte, state of Minas Gerais. Mr. Monteiro workshas worked with all aspects of Brazilian business law, and has extensive experience in a wide range of areas from strategic business planning to litigation. His currentprior clients includeincluded large corporations in a variety of economic sectors in diverse states in Brazil. Mr. Monteiro has a law degree from the Milton Campos Faculty in Belo Horizonte, Brazil. Subsequently he achieved a post-graduate degree in Business and Civil Law from the Pontifical Catholic University of Minas Gerais. Mr. Monteiro is also an officer at Brazil Minerals, Inc., one of our shareholders, and an officer and a director of Apollo Resources Corporation.

Areli Nogueira da Silva Júnior has been a consultant to us since 2018 and became our Vice-President, Mineral Exploration, in 2021. He is the Founder and was the Chief Technical Officer of MineXplore, a consultancy focused on mineral rights in Brazil. He is alsoMr. da Silva Júnior has been a consultant geologist with GeoEspinhaço, a firm that undertakes geological studies in a variety of minerals across Brazil. Mr. da Silva Júnior has also been a college faculty member in two colleges teaching geology-related courses.geology. Previously, he worked at Departamento Nacional de Produção Mineral (thethe Brazilian mining department) and before that as a geologist at UsimimasUsiminas Mineração. Mr. da Silva Júnior has a Master of Geology degree from the Federal University of Rio de Janeiro, and an undergraduate degree in Geological Engineering from the School of Mines of the Federal University of Ouro Preto, a premier and the oldest mining-focused college in Brazil. Mr. da Silva is also a director of Jupiter Gold Corporation.

Brian W. Bernier, age 63, has been a consultant to us since 2019 and became our Vice-President, Business Development and Investor Relations in 2020. Mr. Bernier has worked in the business development and investor relations sector for over three decades, and was most recently at a regional investment bank. He graduated with a degree in Management from Boston University.

There are no family relationships between or among any of the persons listed above.

Item 6.B. Compensation.

As of December 31, 2019, Marc Fogassa has not been paid any cash compensation for his service as chief executive officer and director. As of December 31, 2019, the other two directors receive together monthly cash compensation amounting to an aggregate of 2,000 Brazilian real (approximately $496 at the then current exchange rate).

We adopted an incentive plan (the "2016 Incentive Plan") to compensate employees, directors, and consultants, and allow it to acquire and retain human talent. The 2016 Incentive Plan is hereby incorporated by reference to Exhibit 10.7 in our Registration Statement on Form F-1 (Registration No. 333-214872) filed with the Securities and Exchange Commission on December 1, 2016 (the "F-1").

From our founding on July 27, 2016 and until February 14, 2020, Marc Fogassa was not paid any cash compensation for his service as chief executive officer and director. In 2020, our Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer has entered into a six-month employment agreement with us commencing September 1, 2016, which has been extendedBoard voted to date. Under the agreement,provide Mr. Fogassa shall receive nowith an annual cash compensation of $60,000 pro-rated for the period between February 15, 2020 and is remunerated monthly with five-yearSeptember 30, 2020. In lieu of any other cash salary in 2020, the Board voted to compensate Marc Fogassa on October 1, 2020, on November 1, 2020, and on December 1, 2020 non-qualified stock options to purchase 25,000 shares of our common stock at $1.00 per share. Under the agreement, Mr. Fogassa received five-year options to purchase 100,000 shares of our common stock at $1.25 per share when a draft of the Registration Statement on F-1 was filed with the Commission on September 30, 2016. Additionally, he received options to purchase 250,000 shares of our common stock at $1.25 per share when the Registration Statement on Form F-1 became effective. On October 30, 2017, our Board of Directors voted to award Mr. Fogassa five-year options to purchase 250,000 shares of our common stock at $1.00 per share for his work on our initial public offering. Mr. Fogassa has also entered into a director and chairmanship agreement with us commencing September 1, 2016. Under the agreement, he receives no cash compensation and is remunerated monthly with options to purchase 5,000 shares of our common stock at an exercise price equal to $0.01 and a ten-year exercise period commencing on the fair market value per share.date of grant of such option. These options shall be exercisable for cash or on a cashless exercise basis. The employmentnumber of shares subject to the option and current strike price shall be subject to appropriate adjustment in the case of stock splits, stock dividends and recapitalizations. The annual cash compensation of Marc Fogassa for his service as chief executive officer and director and chairmanship agreements are hereby incorporated by reference to Exhibits 10.8 and 10.11, respectively, in our F-1.for the period commencing January 1, 2021 is $60,000 per annum.

In addition, the Board voted to compensate Marc Fogassa, on the first day of every month: i) from March 1, 2020 to September 30, 2020, with non-qualified stock options to purchase 25,000 of our common stock with an exercise price equal to the average price of our common stock during the preceding twenty days as such prices are quoted on otcmarkets.com and five years of term to expiration, and b) from October 1, 2020 and thereafter with non-qualified stock options to purchase 15,000 shares of common stock of the Company at an exercise price equal to $0.01 and a ten-year exercise period commencing on the date of grant of such option. These options shall be exercisable for cash or on a cashless basis. The number of shares subject to the option and the exercise price of the option shall be subject to appropriate adjustment in the case of stock splits, stock dividends, and recapitalizations.

As of December 31, 2020, the other two directors receive together monthly cash compensation amounting to an aggregate of 2,500 Brazilian real (approximately $481 at the then current exchange rate). Board members will be reimbursed for reasonable travel expenses associated with attending any meetings of the Board of Directors or committees of the Board of Directors.

Item 6.C. Board Practices.

Our business is managed by the directors who exercise all the powers of the Company, subject to the Business Corporations Act of the Republic of the Marshall Islands, our Articles of Incorporation and our Bylaws, and any special resolution of the Board of Directors. Our Bylaws specify the procedures for the election and removal of directors. Our Bylaws are hereby incorporated by reference to Exhibit 1.3 in our F-1. 

Item 6.D. Employees.

As of December 31, 2019,2020, we had twofive full time equivalent employees. We also had various consultants with specific expertise being utilized.

We have no labor-related litigation.

Item 6.E. Share Ownership.

The following table sets forth certain information as of April 27, 202023, 2021 regarding the beneficial ownership of our Common Stock by: each of our executive officers, each member of our board of directors and all officers and directors as a group. The number and percentage of our Common Stock beneficially owned by each person is based on5,348,757 5,946,832 shares of our Common Stock outstanding as of April 27, 202023, 2021 and the Common Stock owned by such person determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934 (the "Exchange Act"). The information contained in the table below is not necessarily indicative of beneficial ownership for any other purpose.

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares issuable upon the exercise of stock options or warrants or the conversion of other securities held by that person that are exercisable or convertible within 60 days are deemed to be issued and outstanding. These shares, however, are not deemed outstanding for the purposes of computing percentage ownership of each other shareholder.