UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter period ended March 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934 Commission File number: 000-55088 AMERICAN BATTERY METALS CORPORATION (Exact name of registrant as specified in its charter) | --- | --- | |------------------------------------|-------| | | | | | | | Nevada | | ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=ITEM%20I.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for the three months ended December 31, 2019, highlighting no revenue, a net loss of **$2.95 million**, and a significant working capital deficit, raising going concern doubts due to reliance on convertible note financing - The financial statements have been prepared on a going concern basis, but management acknowledges substantial doubt about the Company's ability to continue[22](index=22&type=chunk) As of December 31, 2019, the Company has not earned revenue, has a working capital deficit of **$5,989,208**, and an accumulated deficit of **$52,838,603**[22](index=22&type=chunk) [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2019, the company's total assets were **$104,886**, total liabilities **$6,063,663**, and total stockholders' deficit **$5,958,777**, primarily due to increased derivative liabilities and notes payable Consolidated Balance Sheet Highlights (unaudited) | Account | Dec 31, 2019 ($) | Sep 30, 2019 ($) | | :--- | :--- | :--- | | **Total Current Assets** | 69,636 | 57,444 | | **Total Assets** | 104,886 | 92,694 | | **Total Current Liabilities** | 6,058,844 | 4,879,614 | | **Total Liabilities** | 6,063,663 | 4,880,156 | | **Total Stockholders' Deficit** | (5,958,777) | (4,787,462) | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) For the three months ended December 31, 2019, the company reported no revenue and a net loss of **$2,948,065**, an increase from **$2,569,806** in 2018, primarily due to higher interest expense and derivative liability changes Consolidated Statement of Operations (unaudited, for the three months ended Dec 31) | Metric | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Revenues | - | - | | General and administrative | 1,071,820 | 1,142,596 | | Total other income (expense) | (1,864,934) | (1,407,590) | | **Net loss** | **(2,948,065)** | **(2,569,806)** | | Net loss per share | (0.02) | (0.03) | | Weighted average shares outstanding | 136,260,772 | 92,475,310 | [Consolidated Statements of Stockholders' Deficit](index=6&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Deficit) The stockholders' deficit increased from **$(4,787,462)** to **$(5,958,777)** during the quarter, driven by a net loss of **$2,948,065**, partially offset by share issuances for services, debt conversions, and subscriptions - Key activities affecting stockholders' deficit during the quarter included: net loss for the period of **$(2,948,065)**, shares issued for services totaling **$233,520**, shares issued for conversion of notes payable amounting to **$1,173,444**, and share subscriptions received of **$275,000**[18](index=18&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the three months ended December 31, 2019, net cash used in operating activities was **$792,558**, offset by **$804,750** from financing, resulting in a net cash increase of **$12,192** and an ending cash balance of **$19,563** Consolidated Statement of Cash Flows (unaudited, for the three months ended Dec 31) | Cash Flow Activity | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Net Cash Used In Operating Activities | (792,558) | (518,802) | | Net Cash Provided By Financing Activities | 804,750 | 448,750 | | **Change in Cash** | **12,192** | **(70,052)** | | Cash – Beginning of Period | 7,371 | 122,769 | | **Cash – End of Period** | **19,563** | **52,717** | [Notes to the Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail the company's reliance on convertible notes for financing, resulting in a significant derivative liability of **$4.24 million**, with numerous notes issued and converted, and outstanding debts to related parties totaling **$393,872** - The company has numerous convertible notes payable, which are its primary source of financing[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk) During the quarter, many of these notes were partially or fully converted into common shares - As of December 31, 2019, the company recorded a derivative liability of **$4,240,914**, a significant increase from **$3,437,200** on September 30, 2019, arising from the conversion features of its convertible debentures[79](index=79&type=chunk) - The company owes **$393,872** to related parties, including current and former CEOs and directors, for advances and accrued management fees as of December 31, 2019[13](index=13&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) - During the quarter, the company issued **29,554,757** common shares for the conversion of notes payable and accrued interest[18](index=18&type=chunk)[129](index=129&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management describes the company as a pre-revenue start-up in battery metals, with net loss increasing to **$2.95 million** due to higher interest and derivative liability changes, leading to a strained liquidity and growing working capital deficit of nearly **$6 million** - The company is a start-up engaged in the exploration, mining, extraction, and recycling of battery metals, with **1,300** mining claims on **30,000** acres in the Western Nevada Basin[111](index=111&type=chunk)[116](index=116&type=chunk) Quarterly Financial Performance Comparison (Three months ended Dec 31) | Metric | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Operating Expenses | 1,083,131 | 1,162,216 | | Interest and Accretion Expense | 1,119,583 | 277,690 | | Change in Fair Value of Derivative Liability | (876,960) | (708,155) | | **Net Loss** | **(2,948,065)** | **(2,569,806)** | - The working capital deficit increased to **$5,989,208** as of December 31, 2019, from **$4,822,170** at September 30, 2019, due to financing operating costs through convertible debentures without generating cash flow from operations[128](index=128&type=chunk) - Cash used in operating activities increased to **$792,558** for the quarter, compared to **$518,802** in the prior-year period, as the company used funds raised from financing to further its development and operations[131](index=131&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=23&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, this section on market risk disclosures is not applicable to the company - This disclosure is not applicable to the company[140](index=140&type=chunk) [Controls and Procedures](index=23&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of December 31, 2019, with no material changes to internal controls over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were not effective as of December 31, 2019[141](index=141&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[142](index=142&type=chunk) [PART II. OTHER INFORMATION](index=23&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=23&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is involved in ongoing litigation against its former CEO regarding alleged fraudulent share issuance and a separate shareholder lawsuit concerning restrictive legend removal on securities - The company is in litigation against its former CEO, Craig Alford, seeking the return or cancellation of **16 million** common shares believed to be fraudulently issued, with Alford having filed a counterclaim[144](index=144&type=chunk) - In March 2019, a shareholder sued the company seeking the removal of a securities law restrictive legend and related damages[145](index=145&type=chunk) [Risk Factors](index=24&type=section&id=ITEM%201A.%20Risk%20Factors) As a smaller reporting company, American Battery Metals Corporation is not required to provide risk factor information in this quarterly report - The company is a smaller reporting company and is not required to provide the information under this item[147](index=147&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the quarter, the company engaged in significant unregistered equity sales, including issuing convertible promissory notes, **5,560,000** common shares for consulting, and **29,554,757** shares for note conversions totaling over **$676,000** - The company issued a series of convertible promissory notes in October, November, and December 2019 to various investment funds to raise working capital[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk) - On November 8, 2019, the company issued **5,560,000** common shares for consulting services, including **1,000,000** shares to a director[155](index=155&type=chunk) - From October 1 to December 31, 2019, the company issued **29,554,757** common shares for the conversion of **$638,092** in principal of convertible notes and **$38,713** of accrued interest[159](index=159&type=chunk) [Defaults Upon Senior Securities](index=26&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the period - None reported[161](index=161&type=chunk) [Mine Safety Disclosure](index=26&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosure) This section on mine safety disclosure is not applicable to the company's operations for the reported period - Not Applicable[161](index=161&type=chunk) [Other Information](index=26&type=section&id=ITEM%205.%20Other%20Information) The company did not report any other information for this period - None reported[161](index=161&type=chunk) [Exhibits](index=27&type=section&id=ITEM%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, primarily detailing securities purchase agreements, convertible promissory notes, and CEO certifications - The report includes numerous exhibits detailing securities purchase agreements and convertible promissory notes with entities such as Auctus Fund, LLC, GS Capital Partners, LLC, and others[163](index=163&type=chunk) - Certifications of the Chief Executive Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included as exhibits[163](index=163&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934 Commission File number: 000-55088 AMERICAN BATTERY METALS CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) | --- | --- | --- ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company reported no revenue for the nine months ended June 30, 2019, with a net loss of **$10.15 million**, a significant increase from the **$3.83 million** loss in the prior-year period, raising substantial doubt about its ability to continue as a going concern Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2019 ($) | September 30, 2018 ($) | | :--- | :--- | :--- | | Cash | 16,690 | 122,769 | | Total Assets | 93,225 | 308,769 | | Total Current Liabilities | 4,546,733 | 2,741,281 | | Derivative Liability | 2,982,931 | 800,973 | | Total Stockholders' Deficit | (4,453,508) | (2,432,512) | Consolidated Statements of Operations Highlights (Unaudited, Nine Months Ended June 30) | Account | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Revenues | - | - | | Exploration Costs | 713,667 | 27,049 | | General and Administrative | 8,378,319 | 3,691,464 | | Net Loss | (10,153,706) | (3,830,792) | | Net Loss Per Share | (0.09) | (0.05) | Consolidated Statements of Cash Flows Highlights (Unaudited, Nine Months Ended June 30) | Activity | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Net Cash Used In Operating Activities | (2,394,695) | (526,230) | | Net Cash Provided By Financing Activities | 2,288,616 | 609,500 | | Change in Cash | (106,079) | 83,270 | | Cash – End of Period | 16,690 | 92,411 | - The company has substantial doubt about its ability to continue as a going concern due to having no revenue, a working capital deficit of **$4,488,758**, and an accumulated deficit of **$47,419,040** as of June 30, 2019, with its continuation depending on obtaining necessary financing[26](index=26&type=chunk) [Notes to the Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail the company's significant reliance on issuing convertible notes payable to fund operations, which has resulted in a large derivative liability of nearly **$3.0 million** - The company entered into a significant number of convertible note agreements throughout late 2018 and the first half of 2019 to fund operations, with many notes featuring conversion prices at a steep discount to the market trading price, leading to the recognition of large derivative liabilities[50](index=50&type=chunk)[60](index=60&type=chunk)[72](index=72&type=chunk) - As of June 30, 2019, the company had a derivative liability of **$2,982,931**, a substantial increase from **$800,973** at September 30, 2018, arising from the conversion features of its convertible debentures and revalued each period[91](index=91&type=chunk)[93](index=93&type=chunk) - During the nine months ended June 30, 2019, the company issued **23,050,000** common shares for services valued at **$6,379,560** and **9,603,519** shares for the conversion of notes payable[15](index=15&type=chunk) - As of June 30, 2019, the company owed related parties a total of **$593,855**, primarily for accrued management fees and advances to the current CEO, former CEO, and directors[10](index=10&type=chunk)[84](index=84&type=chunk)[86](index=86&type=chunk) - Subsequent to the quarter's end, in July and August 2019, the company issued a total of **1,950,000** common shares for consulting services and **2,766,240** shares to convert **$326,100** of convertible notes[114](index=114&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management describes the company as a pre-revenue, exploration-stage entity focused on lithium deposits in Nevada, with a significant increase in net loss attributed to higher exploration costs and general and administrative expenses, largely from non-cash stock-based compensation for services - The company is a start-up lithium exploration mining company with no revenue, focusing on **1,300** mining claims on **26,000** acres in the Western Nevada Basin, and recently changed its name from Oroplata Resources, Inc. to American Battery Metals Corporation[117](index=117&type=chunk)[119](index=119&type=chunk)[122](index=122&type=chunk) - The company qualifies as an "emerging growth company" under the JOBS Act and has elected to take advantage of reduced disclosure requirements[124](index=124&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) The company generated no revenue, with operating expenses increasing to **$9.1 million** from **$3.7 million** year-over-year for the nine months ended June 30, 2019, driven by higher exploration costs and a significant rise in G&A expenses, primarily due to issuing more common shares for services Operating Expense Comparison (Nine Months Ended June 30) | Expense Category | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Operating Expenses | 9,091,986 | 3,718,513 | | Interest & Accretion Expense | 1,391,127 | 99,837 | | Net Loss | 10,153,706 | 3,830,792 | - The increase in operating expenses for the nine months ended June 30, 2019, was primarily due to issuing more common shares for services (**$6,402,610** in 2019 vs. **$2,937,250** in 2018) and increased exploration and overhead costs[132](index=132&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2019, the company's financial position weakened significantly, with cash at only **$16,690** and a working capital deficit of **$4.49 million**, caused by high operating expenditures funded by issuing new convertible notes Key Liquidity Metrics | Metric | June 30, 2019 ($) | September 30, 2018 ($) | | :--- | :--- | :--- | | Cash | 16,690 | 122,769 | | Working Capital Deficit | (4,488,758) | (2,432,512) | | Total Current Liabilities | 4,546,733 | 2,741,281 | - The increase in liabilities is primarily due to a **$2.18 million** increase in derivative liabilities associated with the conversion features of a higher number of convertible notes issued[136](index=136&type=chunk) - During the nine months ended June 30, 2019, the company received **$3,559,750** from issuing convertible notes and repaid **$1,271,134** of notes payable[143](index=143&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable as the company is a smaller reporting company - Not Applicable[153](index=153&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2019, with no material changes to internal controls over financial reporting identified during the quarter - Based on an evaluation as of June 30, 2019, management concluded that the company's disclosure controls and procedures were not effective[154](index=154&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended June 30, 2019, that have materially affected, or are reasonably likely to materially affect, internal controls[155](index=155&type=chunk) [PART II. OTHER INFORMATION](index=27&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ongoing litigation against its former CEO, Craig Alford, concerning allegedly fraudulent share issuances, and a shareholder lawsuit regarding the removal of a restrictive legend on securities - The company is in litigation against former CEO Craig Alford regarding **16 million** common shares believed to be fraudulently issued, and has successfully cancelled **11 million** of these shares[158](index=158&type=chunk) - A shareholder filed a lawsuit against the company in March 2019, seeking the removal of a securities law restrictive legend and related damages[158](index=158&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide information for this item - The company is a smaller reporting company and is not required to provide the information under this item[160](index=160&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the quarter, the company engaged in numerous unregistered sales of equity securities to raise working capital, including issuing multiple convertible promissory notes to various capital firms with conversion prices at a significant discount to the market price - The company issued a series of convertible promissory notes between April and June 2019 to various investment firms to raise capital[161](index=161&type=chunk)[164](index=164&type=chunk)[176](index=176&type=chunk) - A common feature of the convertible notes is a conversion price set at a substantial discount to the market price, typically **61% to 68%** of the lowest trading price over a recent 10 or 20-day period[161](index=161&type=chunk)[169](index=169&type=chunk)[171](index=171&type=chunk) - On April 23, 2019, the company issued **300,000** common shares valued at **$74,250** for consulting services[163](index=163&type=chunk) - All securities were issued under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, with proceeds used for working capital[179](index=179&type=chunk) [Item 3. Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None reported - None[180](index=180&type=chunk) [Item 4. Mine Safety Disclosure](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) Not applicable - Not Applicable[180](index=180&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20Other%20Information) None reported - None[180](index=180&type=chunk) [Item 6. Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the quarterly report, primarily consisting of numerous Securities Purchase Agreements and their corresponding Convertible Promissory Notes from the detailed financing activities, along with CEO certifications and XBRL data files - The report includes numerous exhibits (**10.1** through **10.24**) detailing the securities purchase agreements and convertible promissory notes entered into during the quarter[182](index=182&type=chunk)[183](index=183&type=chunk) - Certifications by the CEO pursuant to Sections **302** and **906** of the Sarbanes-Oxley Act are included as exhibits **31.1** and **32.1**[183](index=183&type=chunk)

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=ITEM%20I.%20Financial%20Statements) The unaudited consolidated financial statements for the period ended March 31, 2019, reveal no revenue, significant net loss, and a growing working capital deficit, raising substantial doubt about going concern [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2019, total liabilities of **$4.24 million** exceeded assets, resulting in a **$3.79 million** stockholders' deficit and a worsening financial position Consolidated Balance Sheet Summary (Unaudited) | Balance Sheet Items | March 31, 2019 ($) | September 30, 2018 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | 347,549 | 122,769 | | Total Current Assets | 417,844 | 308,769 | | **Total Assets** | **453,094** | **308,769** | | **Liabilities** | | | | Accounts payable and accrued liabilities | 557,321 | 509,779 | | Due to related parties | 695,971 | 582,877 | | Derivative liability | 2,708,198 | 800,973 | | Convertible notes payable, net | 279,265 | 847,652 | | **Total Current Liabilities** | **4,240,755** | **2,741,281** | | **Total Stockholders' Deficit** | **(3,787,661)** | **(2,432,512)** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported no revenue for the periods ended March 31, 2019, with net loss surging to **$9.13 million** for the six-month period, driven by increased expenses Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended Mar 31, 2019 ($) | Three Months Ended Mar 31, 2018 ($) | Six Months Ended Mar 31, 2019 ($) | Six Months Ended Mar 31, 2018 ($) | | :--- | :--- | :--- | :--- | :--- | | Revenues | - | - | - | - | | General and administrative | 6,450,636 | 790,872 | 7,593,232 | 3,281,570 | | Change in fair value of derivative liability | (235,853) | - | (944,008) | - | | Interest expense | (439,474) | (31,784) | (717,164) | (55,933) | | **Net Loss** | **(6,563,205)** | **(829,108)** | **(9,133,011)** | **(3,347,085)** | | **Net Loss Per Share** | **(0.06)** | **(0.01)** | **(0.09)** | **(0.05)** | [Consolidated Statements of Stockholder's Deficit](index=6&type=section&id=Consolidated%20Statements%20of%20Stockholder's%20Deficit) The stockholder's deficit increased from **$2.43 million** to **$3.79 million** by March 31, 2019, primarily due to a **$9.13 million** net loss, partially offset by share issuances - Key activities affecting stockholder's deficit in the six months ended March 31, 2019 include: - Shares issued for services: **$6,328,360**[14](index=14&type=chunk) - Shares issued pursuant to note conversion: **$1,414,252**[14](index=14&type=chunk) - Net loss for the period: **($9,133,011)**[14](index=14&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended March 31, 2019, net cash used in operations was **$0.97 million**, funded by **$1.19 million** from financing, increasing cash to **$347,549** Cash Flow Summary (Unaudited) | Cash Flow Activity | Six Months Ended Mar 31, 2019 ($) | Six Months Ended Mar 31, 2018 ($) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (966,484) | (229,730) | | Net Cash Provided by Financing Activities | 1,191,264 | 226,500 | | **Change in Cash** | **224,780** | **(3,230)** | | **Cash – End of Period** | **347,549** | **5,911** | [Notes to the Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail accounting policies and significant financial items, including a 'Going Concern' warning, convertible notes, related party transactions, a new joint venture, and derivative liabilities - The financial statements have been prepared on a going concern basis, but the company's working capital deficit of **$3,822,911** and accumulated deficit of **$46,398,345** as of March 31, 2019, raise substantial doubt about its ability to continue operations[20](index=20&type=chunk) - The company entered into a joint venture with CINC Industries Inc. on October 8, 2018, to commercialize a new process for lithium salt extraction, issuing **250,000** common shares as part of the agreement[62](index=62&type=chunk) Derivative Liability Activity | Description | Amount ($) | | :--- | :--- | | Balance, September 30, 2018 | 800,973 | | Additions associated with convertible notes | 1,939,539 | | Adjustment for conversion | (976,322) | | Mark to market adjustment at March 31, 2019 | 944,008 | | **Balance, March 31, 2019** | **2,708,198** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's pre-revenue lithium exploration focus, highlighting a **$9.1 million** net loss for the six months ended March 31, 2019, driven by stock-based compensation and reliance on convertible debentures - The company is a pre-revenue, start-up lithium exploration company focused on its Western Nevada Basin claims, recently changing its name from Oroplata Resources, Inc. to American Battery Metals Corporation to better reflect its operational focus[90](index=90&type=chunk)[95](index=95&type=chunk) - The increase in operating expenses for the six months ended March 31, 2019, was primarily due to issuing more common shares for services (**$6.3 million** in FY2019 vs. **$2.9 million** in FY2018) and increased consultant usage for the Nye Valley property[104](index=104&type=chunk) - The working capital deficit increased to **$3,822,911** at March 31, 2019, from **$2,432,512** at September 30, 2018, as the company financed its operating costs through the issuance of convertible debentures without generating cash flow from operations[110](index=110&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=23&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable as the company is a smaller reporting company - The company has not provided quantitative and qualitative disclosures about market risk, as it is not required for a smaller reporting company[121](index=121&type=chunk) [Controls and Procedures](index=23&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2019, with no material changes to internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2019[123](index=123&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended March 31, 2019, that have materially affected, or are reasonably likely to materially affect, internal controls[124](index=124&type=chunk) [PART II. OTHER INFORMATION](index=24&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=24&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is involved in ongoing litigation against its former CEO regarding the alleged fraudulent issuance of **16 million** shares, with **10 million** cancelled, and a separate shareholder lawsuit seeking legend removal - The company is in ongoing litigation against former CEO Craig Alford regarding the alleged fraudulent issuance of **16 million** shares, with **10 million** shares cancelled as a result[126](index=126&type=chunk) - In March 2019, a shareholder sued the company to remove a securities law restrictive legend and for related damages[126](index=126&type=chunk) [Risk Factors](index=24&type=section&id=ITEM%201A.%20Risk%20Factors) This section is not applicable as the company is a smaller reporting company and is not required to provide this information - As a smaller reporting company, the company is not required to provide information on risk factors under this item[128](index=128&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company engaged in numerous unregistered sales of equity securities, primarily convertible promissory notes to investment funds with high interest rates and deep conversion discounts, using proceeds for working capital - The company issued multiple convertible promissory notes in January, February, and March 2019 to entities including GS Capital Partners, Power Up Lending Group, Eagle Equities, and others to raise working capital[129](index=129&type=chunk)[139](index=139&type=chunk)[143](index=143&type=chunk) - Common features of the convertible notes include conversion prices set at a deep discount (e.g., **61% to 68%**) to the lowest trading price over a recent period and high default interest rates (e.g., **22% to 24%**)[130](index=130&type=chunk)[132](index=132&type=chunk)[135](index=135&type=chunk) - In addition to notes, the company issued millions of common shares for consulting services and for the conversion of previously issued convertible notes[137](index=137&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) [Defaults Upon Senior Securities](index=26&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[148](index=148&type=chunk) [Mine Safety Disclosure](index=26&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosure) This section is not applicable to the company's operations for this reporting period - Mine safety disclosures are not applicable[148](index=148&type=chunk) [Other Information](index=26&type=section&id=ITEM%205.%20Other%20Information) There is no other information to report for this period - No other information was disclosed[148](index=148&type=chunk) [Exhibits](index=27&type=section&id=ITEM%206.%20Exhibits) This section lists exhibits filed with the quarterly report, primarily securities purchase agreements, convertible promissory notes, officer certifications, and XBRL data files - Exhibits filed include numerous Securities Purchase Agreements and Convertible Promissory Notes with entities such as GS Capital Partners, Power Up Lending Group, and Eagle Equities[150](index=150&type=chunk) - Certifications from the Chief Executive Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included as exhibits[150](index=150&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter period ended December 31, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934 Commission File number: 000-55088 | --- | --- | |--------------------------------------------------------------|------------------------------------------------------------------| | OROPLATA \n(Exact name of ...