Cover
Cover | 12 Months Ended |
Dec. 31, 2022 shares | |
Entity Addresses [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2022 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 333-214872 |
Entity Registrant Name | JUPITER GOLD CORPORATION |
Entity Central Index Key | 0001684688 |
Entity Incorporation, State or Country Code | 1T |
Entity Address, Address Line One | Rua Vereador João Alves Praes nº 95-A |
Entity Address, City or Town | Olhos D’Água |
Entity Address, Country | BR |
Entity Address, Postal Zip Code | 39398-000 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 8,118,737 |
Auditor Name | BF Borgers CPA PC |
Auditor Firm ID | 5041 |
Auditor Location | Lakewood, CO |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | Rua Vereador João Alves Praes nº 95-A |
Entity Address, City or Town | Olhos D’Água |
Entity Address, Country | BR |
Entity Address, Postal Zip Code | 39398-000 |
City Area Code | 55-31 |
Local Phone Number | 3956-1109 |
Contact Personnel Name | Marc Fogassa |
Contact Personnel Email Address | marc.fogassa@jupitergoldcorp.com |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 25,438 | $ 849 |
Related party receivables | 85,203 | |
Total current assets | 25,438 | 86,052 |
Property and equipment, net | 41,929 | 31,404 |
Intangible assets, net | 11,499 | 12,796 |
Total assets | 78,866 | 130,251 |
Current liabilities: | ||
Accounts payable and accrued expenses | 20,583 | 14,417 |
Total current liabilities | 20,583 | 14,417 |
Total liabilities | 20,583 | 14,417 |
Stockholders’ equity: | ||
Series A preferred stock, $0.001 par value. 10,000,000 shares authorized; 1 share issued and outstanding | ||
Common stock, $0.001 par value. 40,000,000 shares authorized; 8,118,737 and 6,148,212 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 8,118 | 6,148 |
Additional paid-in capital | 3,209,505 | 2,604,701 |
Accumulated other comprehensive loss | (30,877) | (23,927) |
Accumulated deficit | (3,128,463) | (2,471,088) |
Total stockholders’ equity | 58,283 | 115,834 |
Total liabilities and stockholders’ equity | $ 78,866 | $ 130,251 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shaes authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 8,118,737 | 6,148,212 |
Common stock, shares outstanding | 8,118,737 | 6,148,212 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | ||
Cost of revenue | ||
Gross profit | ||
Operating expenses: | ||
Professional fees | 14,500 | 47,970 |
General and administrative | 198,078 | 243,466 |
Compensation and related costs | 340,657 | 106,701 |
Stock based compensation | 104,140 | 148,853 |
Total operating expenses | 657,375 | 546,989 |
Loss from operations | (657,375) | (546,989) |
Other expense (income): | ||
Other expense (income) | (1,449) | |
Total other expense (income) | (1,449) | |
Loss before provision for income taxes | (657,375) | (548,438) |
Provision for income taxes | ||
Net loss | $ (657,375) | $ (548,438) |
Basic and diluted loss per share | ||
Net loss per share | $ (0.08) | $ (0.09) |
Weighted-average number of common shares outstanding: | ||
Basic and diluted | 8,118,737 | 6,148,212 |
Comprehensive loss: | ||
Foreign curreny translation adjustment | $ (6,950) | $ 74,338 |
Comprehensive loss | $ (664,325) | $ (474,100) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 5,780 | $ 2,327,244 | $ (98,265) | $ (1,922,650) | $ 312,109 | |
Begining balance, Shares at Dec. 31, 2020 | 1 | 5,780,165 | ||||
Issuance of common stock in connection with sales made under private offerings | $ 294 | 205,496 | 205,790 | |||
Issuance of common stock in connection with sales made under private offerings, shares | 293,889 | |||||
Stock based compensation | $ 74 | 71,961 | 72,035 | |||
Stock based compensation, shares | 74,158 | |||||
Change in foreign currency translation | 74,338 | 74,338 | ||||
Net income (loss) | (548,438) | (548,438) | ||||
Ending balance, value at Dec. 31, 2021 | $ 6,148 | 2,604,701 | (23,927) | (2,471,088) | 115,834 | |
Ending balance, Shares at Dec. 31, 2021 | 1 | 6,148,212 | ||||
Issuance of common stock in connection with sales made under private offerings | $ 1,853 | 488,022 | 489,875 | |||
Issuance of common stock in connection with sales made under private offerings, shares | 1,853,626 | |||||
Stock based compensation | $ 117 | 116,782 | 116,899 | |||
Stock based compensation, shares | 116,899 | |||||
Change in foreign currency translation | (6,950) | (6,950) | ||||
Net income (loss) | (657,375) | (657,375) | ||||
Ending balance, value at Dec. 31, 2022 | $ 8,118 | $ 3,209,505 | $ (30,877) | $ (3,128,463) | $ 58,283 | |
Ending balance, Shares at Dec. 31, 2022 | 1 | 8,118,737 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities of continuing operations: | ||
Net loss | $ (657,375) | $ (548,438) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Stock based compensation and services | 104,140 | 148,853 |
Depreciation and amortization | 12,997 | 18,320 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 6,166 | 3,686 |
Net cash provided by (used in) operating activities | (534,073) | (377,579) |
Cash flows from investing activities: | ||
Related party | 85,203 | 105,378 |
Acquisition of capital assets | (10,525) | |
Net cash provided by (used in) investing activities | 74,678 | 105,378 |
Cash flows from financing activities: | ||
Net proceeds from sale of common stock | 489,875 | 205,496 |
Net cash provided by (used in) financing activities | 489,875 | 205,496 |
Effect of exchange rates on cash and cash equivalents | (5,891) | 2 |
Net increase (decrease) in cash and cash equivalents | 24,589 | (66,703) |
Cash and cash equivalents at beginning of period | 849 | 67,552 |
Cash and cash equivalents at end of period | $ 25,438 | $ 849 |
ORGANIZATION, BUSINESS AND SUMM
ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business On July 27, 2016, Jupiter Gold Corporation (“Jupiter Gold” or the “Company”) was incorporated under the laws of the Republic of the Marshall Islands. Concurrently, Atlas Lithium Corporation (“Atlas Lithium”), a U.S. corporation, exchanged its 99.99 4,000,000 28.72 The Company has 100 154,000 Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) of the United States of America and are expressed in United States dollars. For the years ended December 31, 2022 and 2021, the consolidated financial statements include the accounts of the Company and its 99.99 All material intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from those estimates. Going Concern The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has limited working capital, has incurred losses since its inception, and has not yet generated material revenues from the sale of its products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company generating cash from its operations, the sale of its stock and/or obtaining debt financing. During the year ended December 31, 2022, the Company funded operations primarily through the sale of equity securities. Management intends to cover any operating losses by selling its equity securities and obtaining debt financing. There can be no assurance the Company will be successful in these efforts. Fair Value of Financial Instruments Jupiter Gold follows the guidance of Accounting Standards Codification (“ASC”) Topic 820 – Fair Value Measurement and Disclosure. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of Jupiter Gold. Unobservable inputs are inputs that reflect Jupiter Gold’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of December 31, 2022, Jupiter Gold did not have any level 2 or 3 assets or liabilities. Jupiter Gold’s financial instruments consist of cash and cash equivalents, accounts payable, and accrued expenses. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent that the funds are not being held for investment purposes. Funds held in Brazilian banks are insured up to 250,000 47,913 Property and Equipment Property and equipment are stated at cost. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the statements of operations as other gain or loss, net. The diamond and gold processing plant and other machinery are depreciated over an estimated useful life of ten years five years three years Mineral Properties Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs, including licenses and lease payments, are capitalized. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. The Company did not recognize any impairment losses related to mineral properties held during the years ended December 31, 2022 and 2021. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values, unless the values of neither the assets received nor the assets transferred are determinable within reasonable limits, in which case the assets received are measured based on the carrying values of the assets transferred. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Intangible assets consist of mineral rights held by MJL and hold a recorded value of $ 11,499 Impairment of Long-Lived Assets For long-lived assets, such as property and equipment and intangible assets subject to amortization, Jupiter Gold continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of those assets, Jupiter Gold recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Stock-Based Compensation The Company records stock-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, volatility is based on the historical volatility of our stock or the expected volatility of the stock of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company utilizes the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the expected volatility of our stock price over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of our employee stock options. Although the fair value of employee stock options is determined in accordance with ASC Topic 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. On June 20, 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Equity classified share-based payments for employees are fixed at the time of grant. Equity-classified nonemployee share-based payment awards are measured at the grant date of the award which is the same as share-based payments for employees. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance. Foreign Currency Jupiter Gold’s subsidiary, MJL, uses its local currency as its functional currency. Resulting translation gains or losses are recognized as a component of accumulated other comprehensive income. Transaction gains or losses related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations. Basic Earnings (Loss) Per Share The Company computes loss per share in accordance with ASC Topic 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. As of December 31, 2022, the Company’s potentially dilutive securities relate to common stock issuable in connection with options. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings (loss) or and financial position. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below: In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The Company is evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s accounting for its convertible debt instruments. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption. In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its consolidated financial statements. |
COMPOSITION OF CERTAIN FINANCIA
COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS | 12 Months Ended |
Dec. 31, 2022 | |
Composition Of Certain Financial Statement Items | |
COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS | NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS Property and Equipment, Net The following table sets forth the components of the Company’s property and equipment at December 31, 2022 and December 31, 2021: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2022 December 31, 2021 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Computers and office equipment $ 2,192 (2,192 ) $ - $ 2,192 (1,042 ) $ 1,150 Machinery and equipment 118,855 (76,926 ) 41,929 108,330 (78,076 ) 30,254 Vehicles 42,507 (42,507 ) - 42,507 (42,507 ) - Total fixed assets $ 163,554 $ (121,625 ) $ 41,929 $ 153,029 $ (121,625 ) $ 31,404 For the years ended December 31, 2022 and 2021, the Company recorded depreciation expense of $ 12,997 19,714 Related Party Receivables As of December 31, 2022, there is no 6,360 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 3 – STOCKHOLDERS’ EQUITY Issued and Authorized As of December 31, 2022, Jupiter Gold had 8,118,737 1 40,000,000 8,118,737 Common Stock During the year ended December 31, 2022 Jupiter Gold issued and sold 1,853,626 489,875 During the year ended December 31, 2021 Jupiter Gold issued and sold 293,889 205,790 74,158 72,035 0.97 Preferred A Stock Jupiter Gold has issued to one of its directors one share of a Series A Convertible Preferred Stock (“Preferred A Stock”). The Certificate of Designations, Preferences and Rights of Preferred A Stock provides that for so long as it is issued and outstanding, its holders shall vote together as a single class with the holders of the Company’s common stock, with the holders of Preferred A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Preferred A Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power Stock Options During the year ended December 31, 2022, the Company granted to officers and directors as contractual compensation options to purchase an aggregate of 116,899 104,140 0.25 2.25 0.01 1.00 75 0 225 232 3.3 3.9 five ten years During the year ended December 31, 2021, the Company granted to officers and directors as contractual compensation options to purchase an aggregate of 210,000 56,616 0.51 1.93 0.01 1.00 75 0 169 288 0.92 1.75 five ten years The following table reflects all outstanding and exercisable options at December 31, 2022. All stock options immediately vest and are exercisable for a period of five to ten years from the date of issuance. SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Options Outstanding Average Exercise Price Average Remaining Contractual Life (Years) Outstanding, December 31, 2021 1,915,000 1.01 2.79 Issued in 2022 420,000 0.15 6.96 Exercised in 2022 430,000 1.00 – Outstanding, December 31, 2022 1,905,000 $ 0.56 4.74 Stock Warrants During the year ended December 31, 2022 and 2021 the company did not issue any warrants. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 4 – SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2022 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. |
ORGANIZATION, BUSINESS AND SU_2
ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business On July 27, 2016, Jupiter Gold Corporation (“Jupiter Gold” or the “Company”) was incorporated under the laws of the Republic of the Marshall Islands. Concurrently, Atlas Lithium Corporation (“Atlas Lithium”), a U.S. corporation, exchanged its 99.99 4,000,000 28.72 The Company has 100 154,000 |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) of the United States of America and are expressed in United States dollars. For the years ended December 31, 2022 and 2021, the consolidated financial statements include the accounts of the Company and its 99.99 All material intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from those estimates. |
Going Concern | Going Concern The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has limited working capital, has incurred losses since its inception, and has not yet generated material revenues from the sale of its products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company generating cash from its operations, the sale of its stock and/or obtaining debt financing. During the year ended December 31, 2022, the Company funded operations primarily through the sale of equity securities. Management intends to cover any operating losses by selling its equity securities and obtaining debt financing. There can be no assurance the Company will be successful in these efforts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Jupiter Gold follows the guidance of Accounting Standards Codification (“ASC”) Topic 820 – Fair Value Measurement and Disclosure. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of Jupiter Gold. Unobservable inputs are inputs that reflect Jupiter Gold’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of December 31, 2022, Jupiter Gold did not have any level 2 or 3 assets or liabilities. Jupiter Gold’s financial instruments consist of cash and cash equivalents, accounts payable, and accrued expenses. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent that the funds are not being held for investment purposes. Funds held in Brazilian banks are insured up to 250,000 47,913 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the statements of operations as other gain or loss, net. The diamond and gold processing plant and other machinery are depreciated over an estimated useful life of ten years five years three years |
Mineral Properties | Mineral Properties Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs, including licenses and lease payments, are capitalized. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. The Company did not recognize any impairment losses related to mineral properties held during the years ended December 31, 2022 and 2021. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values, unless the values of neither the assets received nor the assets transferred are determinable within reasonable limits, in which case the assets received are measured based on the carrying values of the assets transferred. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Intangible assets consist of mineral rights held by MJL and hold a recorded value of $ 11,499 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets For long-lived assets, such as property and equipment and intangible assets subject to amortization, Jupiter Gold continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of those assets, Jupiter Gold recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, volatility is based on the historical volatility of our stock or the expected volatility of the stock of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company utilizes the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the expected volatility of our stock price over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of our employee stock options. Although the fair value of employee stock options is determined in accordance with ASC Topic 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. On June 20, 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Equity classified share-based payments for employees are fixed at the time of grant. Equity-classified nonemployee share-based payment awards are measured at the grant date of the award which is the same as share-based payments for employees. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance. |
Foreign Currency | Foreign Currency Jupiter Gold’s subsidiary, MJL, uses its local currency as its functional currency. Resulting translation gains or losses are recognized as a component of accumulated other comprehensive income. Transaction gains or losses related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations. |
Basic Earnings (Loss) Per Share | Basic Earnings (Loss) Per Share The Company computes loss per share in accordance with ASC Topic 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. As of December 31, 2022, the Company’s potentially dilutive securities relate to common stock issuable in connection with options. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings (loss) or and financial position. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below: In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The Company is evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s accounting for its convertible debt instruments. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption. In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its consolidated financial statements. |
COMPOSITION OF CERTAIN FINANC_2
COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Composition Of Certain Financial Statement Items | |
SCHEDULE OF PROPERTY AND EQUIPMENT | The following table sets forth the components of the Company’s property and equipment at December 31, 2022 and December 31, 2021: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2022 December 31, 2021 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Computers and office equipment $ 2,192 (2,192 ) $ - $ 2,192 (1,042 ) $ 1,150 Machinery and equipment 118,855 (76,926 ) 41,929 108,330 (78,076 ) 30,254 Vehicles 42,507 (42,507 ) - 42,507 (42,507 ) - Total fixed assets $ 163,554 $ (121,625 ) $ 41,929 $ 153,029 $ (121,625 ) $ 31,404 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTIONS ACTIVITY | The following table reflects all outstanding and exercisable options at December 31, 2022. All stock options immediately vest and are exercisable for a period of five to ten years from the date of issuance. SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Options Outstanding Average Exercise Price Average Remaining Contractual Life (Years) Outstanding, December 31, 2021 1,915,000 1.01 2.79 Issued in 2022 420,000 0.15 6.96 Exercised in 2022 430,000 1.00 – Outstanding, December 31, 2022 1,905,000 $ 0.56 4.74 |
ORGANIZATION, BUSINESS AND SU_3
ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | ||
Jul. 27, 2016 shares | Dec. 31, 2022 USD ($) a | Dec. 31, 2021 | |
Area of land | a | 154,000 | ||
Exchange rates amount | $ 47,913 | ||
Cost of fees | $ 11,499 | ||
Other Machinery and Equipment [Member] | |||
Property and equipment estimated useful Life | 10 years | ||
Vehicles [Member] | |||
Property and equipment estimated useful Life | 5 years | ||
Computer Equipment [Member] | |||
Property and equipment estimated useful Life | 3 years | ||
Brazilian Real Investment [Member] | |||
Cash insurred | $ 250,000 | ||
Mineracao Jupiter Ltd [Member] | |||
Ownership percentage | 99.99% | 99.99% | 99.99% |
Number of shares issued | shares | 4,000,000 | ||
Atlas Lthium Corp [Member] | |||
Ownership percentage | 100% | 28.72% |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 163,554 | $ 153,029 |
Accumulated Depreciation | (121,625) | (121,625) |
Net Book Value | 41,929 | 31,404 |
Computers and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,192 | 2,192 |
Accumulated Depreciation | (2,192) | (1,042) |
Net Book Value | 1,150 | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 118,855 | 108,330 |
Accumulated Depreciation | (76,926) | (78,076) |
Net Book Value | 41,929 | 30,254 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 42,507 | 42,507 |
Accumulated Depreciation | (42,507) | (42,507) |
Net Book Value |
COMPOSITION OF CERTAIN FINANC_3
COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation expense | $ 12,997 | $ 19,714 |
Atlas Lthium Corp [Member] | ||
Acounts Receivable - Related Party | $ 0 | $ 6,360 |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Options Outstanding, Begining Balance | 1,915,000 | |
Average Exercise Price, Begining Balance | $ 1.01 | |
Average Remaining Contractual Life (Years), Outstanding | 4 years 8 months 26 days | 2 years 9 months 14 days |
Number of Options Outstanding, Issued | 420,000 | |
Average Exercise Price, Issued | $ 0.15 | |
Average Remaining Contractual Life (Years), Issued | 6 years 11 months 15 days | |
Number of Options Outstanding, Exercised | 430,000 | |
Average Exercise Price, Exercised | $ 1 | |
Number of Options Outstanding, Ending Balance | 1,905,000 | 1,915,000 |
Average Exercise Price, Ending Balance | $ 0.56 | $ 1.01 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Common stock, shares issued | 8,118,737 | 6,148,212 |
Common stock, shares outstanding | 8,118,737 | 6,148,212 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Proceeds from issuance of common stock | $ 489,875 | $ 205,496 |
Fees and services | $ 14,500 | 47,970 |
Number of common shares option purchased | 420,000 | |
Value of common stock option purchased | $ 104,140 | $ 56,616 |
Illiquidity discount | 75% | 75% |
Expected dividends | 0% | 0% |
Volatility rate, minimum | 225% | 169% |
Volatility rate, maximum | 232% | 288% |
Riskfree interst rate, minimum | 3.30% | 0.92% |
Riskfree interst rate, maximum | 3.90% | 1.75% |
Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Stock price on date of grant | $ 0.25 | $ 0.51 |
Strike price | 0.01 | $ 0.01 |
Expected term in years | 5 years | |
Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Stock price on date of grant | 2.25 | $ 1.93 |
Strike price | $ 1 | $ 1 |
Expected term in years | 10 years | |
Officers And Directors [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of common shares option purchased | 116,899 | 210,000 |
Series A Preferred Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Preferred Stock, voting rights description | the holders of Preferred A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Preferred A Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power | |
Issued and Authorized [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Common stock, shares authorized | 40,000,000 | |
Preferred stock, shares authorized | 8,118,737 | |
Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of shares issued of common stock | 1,853,626 | 293,889 |
Proceeds from issuance of common stock | $ 489,875 | $ 205,790 |
Number of shares issued for services | 74,158 | |
Fees and services | $ 72,035 | |
Average price | $ 0.97 |