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

                                    Form 10-Q

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

                  For the quarterly period ended March 31, 2014
                                       or

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

         For the transition period from _____________ to _____________

                        Commission File Number 000-54332


                               LITHIUM CORPORATION
             (Exact name of registrant as specified in its charter)

             Nevada                                               98-0530295
  (State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                            Identification No.)

5976 Lingering Breeze St., Las Vegas, Nevada                        89148
  (Address of principal executive offices)                        (Zip Code)

                                 (775) 410-5287
              (Registrant's telephone number, including area code)

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

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

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

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

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act [ ] YES [X] NO

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
74,911,408 common shares issued and outstanding as of May 8, 2014.

                               LITHIUM CORPORATION

                                    FORM 10-Q

                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements                                                  3

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                14

Item 3.  Quantitative and Qualitative Disclosures About Market Risk           23

Item 4.  Controls and Procedures                                              23

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                    23

Item 1A. Risk Factors                                                         23

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          23

Item 3.  Defaults Upon Senior Securities                                      23

Item 4.  Mine Safety Disclosures                                              23

Item 5.  Other Information                                                    23

Item 6.  Exhibits                                                             24

SIGNATURES                                                                    25

                                       2

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Our  unaudited  interim  financial  statements  for the three month period ended
March 31,  2014 form part of this  quarterly  report.  They are stated in United
States Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles.

                                       3

                               Lithium Corporation
                         (An Exploration Stage Company)
                           Balance Sheets (Unaudited)



                                                                      March 31, 2014       December 31, 2013
                                                                      --------------       -----------------
                                                                                       
                                     ASSETS

CURRENT ASSETS
  Cash                                                                 $    674,431           $    807,556
  Deposits                                                                      700                    700
  Prepaid expenses                                                           20,218                 22,401
                                                                       ------------           ------------
Total Other Current Assets                                                  695,349                830,657

OTHER ASSETS
  Deposits - other                                                           65,000                     --
  Mineral Properties                                                        187,653                188,348
                                                                       ------------           ------------
Total Other Assets                                                          252,653                188,348
                                                                       ------------           ------------

TOTAL ASSETS                                                           $    948,002           $  1,019,005
                                                                       ============           ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                             $      8,280           $     12,982
                                                                       ------------           ------------
TOTAL CURRENT LIABILITIES                                                     8,280                 12,982
                                                                       ------------           ------------

TOTAL LIABILITIES                                                             8,280                 12,982
                                                                       ------------           ------------
Commitments and contingencies

STOCKHOLDERS' EQUITY
  Common stock, 3,000,000,000 shares authorized, par value $0.01;
   74,911,408 common shares outstanding                                      74,912                 74,912
  Additional paid in capital                                              3,370,703              3,370,703
  Additional paid in capital - options                                      120,578                120,578
  Additional paid in capital - warrants                                     257,949                257,949
  Deficit accumulated during the exploration stage                       (2,884,420)            (2,818,119)
                                                                       ------------           ------------
TOTAL STOCKHOLDERS' EQUITY                                                  939,722              1,006,023
                                                                       ------------           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $    948,002           $  1,019,005
                                                                       ============           ============



    The accompanying notes are an integral part of these financial statements

                                       4

                               Lithium Corporation
                         (An Exploration Stage Company)
                      Statements of Operations (Unaudited)



                                                                                                  Period from
                                                    Three Months           Three Months         January 31, 2007
                                                       ended                  ended              (Inception) to
                                                   March 31, 2014         March 31, 2013         March 31, 2014
                                                   --------------         --------------         --------------
                                                                                        
REVENUE                                             $         --           $         --           $         --
                                                    ------------           ------------           ------------
OPERATING EXPENSES
  Professional fees                                       11,362                 15,485                284,633
  Depreciation                                                --                     54                  2,434
  Exploration expenses                                     7,222                  6,144                746,439
  Consulting fees                                         24,150                 27,900                395,005
  Insurance expense                                           --                  4,372                 48,786
  Investor relations                                       7,235                 17,204                279,520
  Management fees                                             --                     --                 53,800
  Transfer agent and filing fees                             550                  2,013                 55,142
  Travel                                                  12,480                  6,279                105,842
  Stock-based compensation                                    --                 10,089                296,102
  Website development costs                                   --                     --                  3,912
  Write-down of website costs                                 --                     --                 12,000
  Write-down of mineral properties                            --                     --                518,746
  General and administrative expenses                      3,396                  2,274                 91,437
                                                    ------------           ------------           ------------
TOTAL OPERATING EXPENSES                                  66,395                 91,814              2,893,798
                                                    ------------           ------------           ------------

LOSS FROM OPERATIONS                                     (66,395)               (91,814)            (2,893,798)

OTHER INCOME (EXPENSES)
  Other income                                                --                     --                 17,952
  Interest expense                                            --                     --                (11,850)
  Interest income                                             94                     94                  3,276
                                                    ------------           ------------           ------------
TOTAL OTHER INCOME (EXPENSE)                                  94                     94                  9,378
                                                    ------------           ------------           ------------

LOSS BEFORE INCOME TAXES                                 (66,301)               (91,720)            (2,884,420)

PROVISION FOR INCOME TAXES                                    --                     --                     --
                                                    ------------           ------------           ------------

NET LOSS                                            $    (66,301)          $    (91,720)          $ (2,884,420)
                                                    ============           ============           ============

NET LOSS PER SHARE: BASIC AND DILUTED               $      (0.00)          $      (0.00)
                                                    ============           ============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
 BASIC AND DILUTED                                    74,911,408             74,661,408
                                                    ============           ============



    The accompanying notes are an integral part of these financial statements

                                       5

                               Lithium Corporation
                         (An Exploration Stage Company)
                      Statements of Cash Flows (Unaudited)



                                                                                                            Period from
                                                              Three Months           Three Months         January 31, 2007
                                                                 ended                  ended              (Inception) to
                                                             March 31, 2014         March 31, 2013         March 31, 2014
                                                             --------------         --------------         --------------
                                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss for the period                                    $    (66,301)          $    (91,720)          $ (2,884,420)
  Adjustments to reconcile net loss to net
   cash used in operating activities
     Write-down of software development                                --                     --                 12,000
     Write-down of mineral properties                                  --                     --                518,747
     Stock-based compensation                                          --                 10,089                296,102
     Amortization                                                      --                     54                  2,433
  Changes in assets and liabilities:
     (Increase) in deposits                                            --                     --                   (700)
     (Increase) decrease in prepaid expenses                        2,183                 28,294                (20,218)
     Increase (decrease) in accounts payable
      and accrued liabilities                                      (4,702)               (38,804)                 8,280
                                                             ------------           ------------           ------------
Net Cash Used in Operating Activities                             (68,820)               (92,087)            (2,067,776)
                                                             ------------           ------------           ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment                                                --                     --                 (2,433)
  Purchase of software development                                     --                     --                (12,000)
  Deposit - other                                                 (65,000)                    --                (65,000)
  Interest in mineral properties                                      695                 (2,436)              (435,400)
                                                             ------------           ------------           ------------
Net Cash Used in Investing Activities                             (64,305)                (2,436)              (514,833)
                                                             ------------           ------------           ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from (repayment to) director                                --                     --                  6,335
  Proceeds from sale of stock                                          --                     --              3,250,705
                                                             ------------           ------------           ------------
Net Cash Provided by Financing Activities                              --                     --              3,257,040
                                                             ------------           ------------           ------------

Increase (decrease) in cash                                      (133,125)               (94,523)               674,431
Cash, beginning of period                                         807,556              1,186,651                     --
                                                             ------------           ------------           ------------
Cash, end of period                                          $    674,431           $  1,092,128           $    674,431
                                                             ============           ============           ============
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                                     $         --           $         --           $     10,451
                                                             ============           ============           ============
  Cash paid for income taxes                                 $         --           $         --           $         --
                                                             ============           ============           ============
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Common stock issued for mineral properties                 $         --           $         --           $    271,000
                                                             ============           ============           ============
  Shareholder debt converted to contributed capital          $         --           $         --           $      6,335
                                                             ============           ============           ============



    The accompanying notes are an integral part of these financial statements

                                       6

                               Lithium Corporation
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                                 March 31, 2014


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Lithium  Corporation  (formerly Utalk  Communications  Inc.) was incorporated on
January  30,  2007  under the laws of  Nevada.  On  September  30,  2009,  Utalk
Communications Inc. changed its name to Lithium Corporation.

Nevada Lithium  Corporation was incorporated on March 16, 2009 under the laws of
Nevada under the name Lithium  Corporation.  On September 10, 2009,  the Company
amended  its  articles  of  incorporation  to change its name to Nevada  Lithium
Corporation.  By agreement dated October 9, 2009 Nevada Lithium  Corporation and
Lithium Corporation  amalgamated as Lithium Corporation.  Lithium Corporation is
engaged in the acquisition  and development of certain lithium  interests in the
state of Nevada,  and is currently in the  exploration  stage.  These  financial
statements  have  been  prepared  in  accordance  with U.S.  generally  accepted
accounting principles.

Exploration Stage Company
The  accompanying  financial  statements  have been prepared in accordance  with
generally accepted accounting  principles related to accounting and reporting by
exploration  stage  companies.  An  exploration  stage  company  is one in which
planned  principal  operations  have not  commenced  or if its  operations  have
commenced, there has been no significant revenues there from.

Accounting Basis
The Company  uses the accrual  basis of  accounting  and  accounting  principles
generally  accepted in the United  States of America  ("GAAP"  accounting).  The
Company has adopted a December 31 fiscal year end.

Basis of Presentation
The  accompanying  unaudited  interim  financial  statements  of BMIX  have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the audited financial statements
and notes thereto  contained in the Company's Annual Report on Form 10-K for the
fiscal  year ended  December  31,  2013 filed  with the SEC.  In the  opinion of
management,  all  adjustments,   consisting  of  normal  recurring  adjustments,
necessary for the financial  statements to be not misleading have been reflected
herein.  The  results of  operations  for interim  periods  are not  necessarily
indicative of the results to be expected for the full year. Certain notes to the
financial   statements  which  would  substantially   duplicate  the  disclosure
contained in the audited  financial  statements  for the most recent fiscal year
2012 as reported in Form 10-K, have been omitted.

Cash and Cash Equivalents
Cash includes cash on account,  demand deposits, and short-term instruments with
maturities of three months or less.

Concentrations of Credit Risk
The Company maintains its cash in bank deposit  accounts,  the balances of which
at times may exceed federally insured limits. The Company  continually  monitors
its banking  relationships  and  consequently  has not experienced any losses in
such accounts.  The Company believes it is not exposed to any significant credit
risk on cash and cash equivalents.

Use of Estimates
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

                                       7

                               Lithium Corporation
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                                 March 31, 2014


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition
The Company is in the  exploration  stage and has yet to realize  revenues  from
operations.  Once  the  Company  has  commenced  operations,  it will  recognize
revenues when delivery of goods or completion of services has occurred  provided
there is persuasive  evidence of an agreement,  acceptance  has been approved by
its  customers,  the fee is fixed or  determinable  based on the  completion  of
stated  terms and  conditions,  and  collection  of any  related  receivable  is
probable.

Loss per Share
Basic  loss  per  share  is  computed  by  dividing  loss  available  to  common
shareholders by the weighted average number of common shares  outstanding during
the year. The computation of diluted  earnings per share assumes the conversion,
exercise  or  contingent  issuance  of  securities  only when  such  conversion,
exercise or issuance  would have a dilutive  effect on earnings  per share.  The
dilutive effect of convertible  securities is reflected in diluted  earnings per
share by  application of the "if  converted"  method.  In the periods in which a
loss is incurred,  the effect of potential issuances of shares under options and
warrants  would be  anti-dilutive,  and therefore  basic and diluted  losses per
share are the same.

Property and Equipment
Property  and  equipment  is  stated  on  the  basis  of  historical  cost  less
accumulated  depreciation.  Depreciation  is  provided  using the  straight-line
method over the estimated useful lives of the assets which has been estimated as
two years.  Impairment  losses are  recorded  on  property  and  equipment  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.

Income Taxes
The  asset  and  liability  approach  is used to  account  for  income  taxes by
recognizing  deferred tax assets and  liabilities  for the  expected  future tax
consequences of temporary  differences  between the carrying amounts and the tax
basis of assets and liabilities.

Financial Instruments
The Company's financial instruments consist of cash, deposits, prepaid expenses,
and accounts  payable and accrued  liabilities.  Unless  otherwise  noted, it is
management's  opinion that the Company is not exposed to  significant  interest,
currency or credit risks arising from these  financial  instruments.  Because of
the short  maturity  and  capacity  of prompt  liquidation  of such  assets  and
liabilities,  the fair value of these financial  instruments  approximate  their
carrying values, unless otherwise noted.

Mineral Properties
Costs of exploration,  carrying and retaining  unproven mineral lease properties
are expensed as incurred.  Mineral  property  acquisition  costs are capitalized
including  licenses and lease payments.  Although the Company has taken steps to
verify title to mineral properties in which it has an interest, these procedures
do not guarantee the Company's  title.  Such  properties may be subject to prior
agreements  or  transfers  and  title may be  affected  by  undetected  defects.
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.
Impairment  of $0 and $0 was  recorded  during the three  months ended March 31,
2014 and 2013, respectively.

Office Lease
The Company  rents  office  space in Las Vegas,  Nevada for $700 per month.  The
arrangement is on a month-by-month basis and can be terminated by either party.

                                       8

                               Lithium Corporation
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                                 March 31, 2014


NOTE 2 - PREPAID EXPENSES

Prepaid  expenses  consisted of the following at March 31, 2014 and December 31,
2013:

                                       March 31, 2014        December 31, 2013
                                       --------------        -----------------

Professional fees                         $    963               $  1,925
Exploration costs                               --                     --
Bonds                                       16,271                 16,271
Transfer fees                                1,350                  1,800
Insurance                                       --                     --
Office Misc                                    629                  1,065
Investor relations                           1,005                  1,340
Consulting                                      --                     --
                                          --------               --------
Total prepaid expenses                    $ 20,218               $ 22,401
                                          ========               ========

NOTE 3 - PROPERTY AND EQUIPMENT

                                       March 31, 2014        December 31, 2013
                                       --------------        -----------------

Computer Equipment                        $  2,433               $  2,433
Less: Accumulated amortization              (2,433)                (2,433)
                                          --------               --------
Property and equipment, net               $     --               $     --
                                          ========               ========

Amortization  expense was $0 and $54 for the three  months  ended March 31, 2014
and 2013, respectively.

NOTE 4 - MINERAL PROPERTIES

FISH LAKE PROPERTY

The Company has  purchased a 100%  interest in the Fish Lake  property by making
staged payments of $350,000 worth of common stock. Title to the pertinent claims
was  transferred to the Company  through quit claim deed dated June 1, 2011, and
this quitclaim was recorded at the county level on August 3, 2011 and at the BLM
on August 4, 2011.  Quarterly  stock  disbursements  were made on the  following
schedule:

     1st Disbursement: Within 10 days of signing agreement (paid)
     2nd Disbursement: within 10 days of June 30, 2009 (paid)
     3rd Disbursement: within 10 days of December 30, 2009 (paid)
     4th Disbursement: within 10 days of March 31, 2010 (paid)
     5th Disbursement: within 10 days of June 30, 2010 (paid)
     6th Disbursement: within 10 days of September 30, 2010 (paid)
     7th Disbursement: within 10 days of December 31, 2010 (paid)
     8th Disbursement: within 10 days of March 31, 2011 (paid)

As at March 31, 2014,  the Company has recorded  $436,764 in  acquisition  costs
related to the Fish Lake Property and associated  impairment of $276,908 related
to  abandonment  of claims.  The  carrying  value of the Fish Lake  Property was
$159,856 as of March 31, 2014.

The Company  entered into an agreement in April 2013, as amended in August 2013,
whereby it earned a 100% interest in the Mt. Heimdal Flake Graphite  property in
BC,  subject to a 1.5% net  overriding  royalty.  The carrying  value of the Mt.
Heimdal property is $300.

                                       9

                               Lithium Corporation
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                                 March 31, 2014


NOTE 4 - MINERAL PROPERTIES (CONTINUED)

In June 2013,  the  company  purchased  claims in the  Cherryville,  BC area for
250,000  shares of the Company's  common stock.  Since this time the company has
expanded the claim block considerably, and has expended approximately $45,000 to
date exploring this property for flake graphite deposits. In January,  2014, the
company agreed to buy back the shares issued  pursuant to the June agreement for
$2,500. The buy-back was completed in April, 2014.

In January 2014 the company contracted to purchase a 25% interest in Summa LLC.,
a private  holding  company  that's main asset is the  residual  lands of Howard
Hughes's  Summa Corp patented  mineral  claims in Nevada.  The Company closed on
this  acquisition on April 24, 2014, by paying the balance of the $100,000 owing
for the interest in Summa LLC. As of March 31, 2014,  the Company has  deposited
$62,500 toward the purchase interest in Summa LLC.

STAKED PROPERTIES

The Company has staked claims with various registries as summarized below:

                                                                       Net Carry
Name                       Claims               Cost     Impairment      Value
----                       ------               ----     ----------      -----

SanEmidio                20 (1,600)           $11,438     $(5,719)      $ 5,719
Cherryville/BC Sugar  8019.41 (hectares)      $21,778         Nil       $21,778

The Company performs an impairment test on an annual basis to determine  whether
a write-down is necessary with respect to the properties.  The Company  believes
no circumstances have occurred and no evidence has been uncovered that warrant a
write-down of the mineral  properties  other than those  abandoned by management
and thus  included in write-down of mineral  properties.  No impairment  charges
were recorded during the three months ended March 31, 2014.

NOTE 5 - CAPITAL STOCK

The Company is  authorized  to issue  300,000,000  shares of it $0.001 par value
common stock.  On September 30, 2009,  the Company  effected a 60-for-1  forward
stock split of its $0.001 par value common stock.

All share and per share amounts have been retroactively  restated to reflect the
splits discussed above.

Common Stock

On January 30, 2007, the Company issued  240,000,000  shares of its common stock
to founders for proceeds of $20,000.

During the year-ended December 31, 2008, the Company issued 28,200,000 shares of
its common stock for total proceeds of 47,000.

On October 9,  2009,  the  Company  cancelled  220,000,000  shares of its common
stock.  Also on October 9, 2009,  the Company  issued  12,350,000  shares of its
common  stock for 100  percent  of the issued  and  outstanding  stock of Nevada
Lithium Corp. Refer to Note 3.

On January 10, 2010,  the Company  issued  53,484  shares of its common stock as
part of the Fish Lake Property acquisition.

                                       10

                               Lithium Corporation
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                                 March 31, 2014


NOTE 5 - CAPITAL STOCK (CONTINUED)

On March 24, 2010, the Company issued  2,000,000  units in a private  placement,
raising gross proceeds of $2,000,000,  or $1.00 per unit.  Each unit consists of
one common share in the capital of our company and one  non-transferable  common
share   purchase   warrant.   Each   whole   common   share   purchase   warrant
non-transferable  entitles  the holder  thereof to purchase  one share of common
stock in the capital of our company,  for a period of twelve  months  commencing
the closing,  at a purchase  price of $1.20 per warrant  share and at a purchase
price of $1.35 per warrant share for a period of twenty-four months thereafter.

On April 30, 2010,  the Company issued 38,068 shares of its common stock as part
of the Fish Lake Property acquisition.

On July 10, 2010,  the Company issued 104,168 shares of its common stock as part
of the Fish Lake Property acquisition.

On October 10, 2010,  the Company  issued 171,568 of its common stock as part of
the Fish Lake Property acquisition.

On January 10, 2011,  the Company  issued  163,856 shares of its common stock as
part of the Fish Lake Property acquisition.

On April 10, 2011, the Company issued 230,264 shares of its common stock as part
of the Fish Lake Property acquisition.

On April 28, 2011, the Company issued 150,000 shares of its common stock as part
of a stock option exercise.

On May 5, 2011, the Company issued 200,000 shares of its common stock as part of
a stock option exercise.

On November 19, 2012, the Company issued  11,000,000  shares of its common stock
as part of private placement.

On June 6, 2013,  the Company  issued 250,000 shares of its common stock as part
of the Cherryville property acquisition located in British Columbia.

On January  17, 2014 the Company  repurchased  the 250,000  shares of its common
stock issued as part of the Cherryville  property  acquisition  for $2,500.  The
amount  has been  recorded  as a deposit at March 31,  2014 as the  shares  were
returned to the treasury in April 2014.

There were 74,911,408  shares of common stock issued and outstanding as of March
31, 2014.

WARRANTS

                                                                Outstanding at
  Issue Date        Number      Price       Expiry Date         March 31, 2014
  ----------        ------      -----       -----------         --------------

Nov. 19, 2012     11,000,000    $0.15      Nov. 18, 2014          11,000,000

The warrants were valued using the Black-Scholes  option pricing model using the
following assumptions: term of 5 years, dividend yield of 0%, risk free interest
rates of 0.67%  and  volatility  of 129%.  The fair  value of the  warrants  was
adjusted against additional paid in capital.

                                       11

                               Lithium Corporation
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                                 March 31, 2014


NOTE 5 - CAPITAL STOCK (CONTINUED)

STOCK BASED COMPENSATION

During the year ended December 31, 2010, the Company granted 500,000 consultants
options at an exercise  price of $0.28 and 400,000  options at an exercise price
of $0.24 to consultants in exchange for various  professional  services.  On May
31,  2012,  the options  granted  with  exercise  prices of $0.28 and  $0.24were
modified to exercise prices at $0.07. The  modification  resulted in stock based
compensation of $11,524. Also on May 31, 2012, the Company granted an additional
400,000 options to consultants for management services with an exercise price of
$0.07.  These  options  were  vested  on the  date  of  grant  and  resulted  in
stock-based compensation of $23,891.

On March 15, 2013, all pre-existing  options were modified to exercise prices of
$0.045. The modification resulted in stock-based compensation of $8,848. Also on
March 15, 2013, the Company issued an additional  200,000 options at an exercise
price of $0.045 to  consultants  for  management  services.  These  options were
vested on the date of grant and resulted in stock-based compensation of $7,794.

The  Company  uses the  Black-Scholes  option  valuation  model  to value  stock
options.  The  Black-Scholes  model was developed for use in estimating the fair
value  of  traded  options  that  have no  vesting  restrictions  and are  fully
transferable.  The  model  requires  management  to make  estimates,  which  are
subjective and may not be representative of actual results.  Assumptions used to
determine the fair value of the remaining stock options are as follows:

                                              Modification          New Options
                                              ------------          -----------

Risk free interest rate                          0.35%                 0.67%
Expected dividend yield                             0%                    0%
Expected stock price volatility                   129%                  129%
Expected life of options                        3 years               5 years

                                  Weighted            Total
                  Total           Average           Weighted
Exercise         Options       Remaining Life        Average          Options
Prices         Outstanding        (Years)        Exercise Price     Exercisable
------         -----------        -------        --------------     -----------

$0.045           800,000            2.3              $0.045            800,000

Total  stock-based  compensation for the  quarter-ended  March 31, 2014 was $Nil
(March 31, 2013: $10,089).

The following table summarizes the stock options outstanding at March 31, 2014:

                                                                Outstanding at
Issue Date           Number      Price       Expiry Date        March 31, 2014
----------           ------      -----       -----------        --------------

September 23, 2010   500,000    $0.045    September 23, 2015        500,000
September 23, 2010   500,000    $0.045    September 23, 2015        500,000
May 31, 2012         100,000    $0.045    May 31, 2017              100,000
March 15, 2013       200,000    $0.045    March 15, 2018            200,000

                                       12

                               Lithium Corporation
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                                 March 31, 2014


NOTE 6 - INCOME TAXES

As of March 31,  2014,  the Company  had net  operating  loss carry  forwards of
approximately  $2,884,420  that may be available to reduce future years' taxable
income in varying amounts through 2033. Future tax benefits which may arise as a
result of these losses have not been recognized in these  financial  statements,
as their  realization  is determined  not likely to occur and  accordingly,  the
Company has recorded a valuation  allowance for the deferred tax asset  relating
to these tax loss carry-forwards.

The  provision  for Federal  income tax consists of the  following for the three
months ended March 31, 2014 and 2013:

                                                  2014               2013
                                               ----------         ----------
Federal income tax benefit attributable to:
  Current operations                           $   22,542         $   31,185
  Less: valuation allowance                       (22,542)           (31,185)
                                               ----------         ----------
Net provision for Federal income taxes         $        0         $        0
                                               ==========         ==========

The  cumulative  tax effect at the  expected  rate of 34% of  significant  items
comprising  our net  deferred  tax amount is as  follows  at March 31,  2014 and
December 31, 2013:

                                             March 31, 2014    December 31, 2013
                                             --------------    -----------------
Deferred tax asset attributable to:
  Net operating loss carryover                 $  980,702         $  958,160
  Less: valuation allowance                      (980,702)          (958,160)
                                               ----------         ----------
Net deferred tax asset                         $        0         $        0
                                               ==========         ==========

Due to the change in  ownership  provisions  of the Tax Reform Act of 1986,  net
operating loss carry forwards of approximately $2,884,420 for Federal income tax
reporting  purposes  are  subject  to  annual  limitations.  Should a change  in
ownership  occur net operating  loss carry  forwards may be limited as to use in
future years.

NOTE 7 - SUBSEQUENT EVENTS

Effective April 23, 2014, the Company  entered into an operating  agreement with
All American  Resources,  L.L.C and TY & Sons  Investments  Inc. with respect to
Summa,  LLC, a Nevada limited  liability  company  incorporated  on December 12,
2013,  wherein we hold a 25% membership.  The Company's capital  contribution to
Summa,  LLC was  $125,000,  of which  $100,000  was in cash and the  balance  in
services.

The Company  participated  in the  formation of Summa,  which holds 88 fee-title
patented lode claims,  which cover  approximately  1,191.3 acres of  prospective
mineral lands. The Company has recently signed a joint operating  agreement with
the other  participants  to govern the conduct of Summa,  and the development of
the lands.  The  Company's  president,  Tom Lewis,  has been named as a managing
member of Summa.

The Company has analyzed its operations subsequent to March 31, 2014 through the
date these financial statements were issued, and has determined that it does not
have any other material subsequent events to disclose.

                                       13

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

                           FORWARD LOOKING STATEMENTS

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

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

Our  financial  statements  are stated in United  States  Dollars  (US$) and are
prepared  in  accordance  with  United  States  Generally  Accepted   Accounting
Principles.

In this quarterly  report,  unless otherwise  specified,  all dollar amounts are
expressed in United States dollars and all  references to "common  shares" refer
to the common shares in our capital stock.

As used in this  quarterly  report the terms "we",  "us" and "our" mean  Lithium
Corporation, unless otherwise indicated.

GENERAL OVERVIEW

We were  incorporated  under the laws of the State of Nevada on January 30, 2007
under the name "Utalk  Communications Inc." At inception,  we were a development
stage  corporation  engaged  in the  business  of  developing  and  marketing  a
call-back service using a call-back platform.  Because we were not successful in
implementing our business plan, we considered various alternatives to ensure the
viability and solvency of our company.

On August 31,  2009,  we entered  into a letter of intent  with  Nevada  Lithium
regarding  a  business  combination  which  may be  effected  in one of  several
different ways, including an asset acquisition, merger of our company and Nevada
Lithium,  or a share  exchange  whereby we would  purchase  the shares of Nevada
Lithium from its  shareholders  in exchange for restricted  shares of our common
stock.

Effective September 30, 2009, we affected a 1 old for 60 new forward stock split
of our issued and outstanding  common stock. As a result, our authorized capital
increased from  50,000,000  shares of common stock with a par value of $0.001 to
3,000,000,000  shares of common  stock with a par value of $0.001 and our issued
and  outstanding  shares  increased  from  4,470,000  shares of common  stock to
268,200,000 shares of common stock.

Also   effective   September   30,  2009,   we  changed  our  name  from  "Utalk
Communications,  Inc." to  "Lithium  Corporation",  by way of a merger  with our
wholly owned  subsidiary  Lithium  Corporation,  which was formed solely for the
change of name.  The name change and forward stock split became  effective  with
the  Over-the-Counter  Bulletin  Board at the  opening for trading on October 1,
2009 under the stock symbol "LTUM". Our CUSIP number is 536804 107.

                                       14

On October 9, 2009,  we entered  into a share  exchange  agreement  with  Nevada
Lithium and the shareholders of Nevada Lithium.  The closing of the transactions
contemplated  in the share exchange  agreement and the acquisition of all of the
issued and outstanding common stock in the capital of Nevada Lithium occurred on
October  19,  2009.  In  accordance  with  the  closing  of the  share  exchange
agreement,  we  issued  12,350,000  shares  of our  common  stock to the  former
shareholders of Nevada Lithium in exchange for the acquisition,  by our company,
of all of the 12,350,000 issued and outstanding shares of Nevada Lithium.  Also,
pursuant to the terms of the share exchange agreement, a director of our company
cancelled  220,000,000  restricted shares of our common stock.  Nevada Lithium's
corporate  status was allowed to lapse and the company's  status with the Nevada
Secretary of State has been revoked.

OUR CURRENT BUSINESS

We are an  exploration  stage  mining  company  engaged  in the  identification,
acquisition,  and  exploration  of metals and  minerals  with a focus on lithium
mineralization  on  properties  located  in  Nevada,  and  Graphite  in  British
Columbia.

Our current operational focus is to conduct  exploration  activities on the Fish
Lake  Valley  property  and San Emidio  prospect  in Nevada and the BC Sugar and
Mount Heimdal properties in British Columbia.

We are currently  evaluating the  opportunities  the Summa lands present,  while
also exploring  other locations which are believed to be prospective for hosting
lithium or graphite mineralization,  as well as evaluating opportunities brought
to the company by third parties.

FISH LAKE VALLEY PROPERTY

Fish Lake Valley is a lithium  enriched  playa  (also known as a salar,  or salt
pan), which is located in northern  Esmeralda County in west central Nevada, and
the  property  is roughly  centered  at  417050E  4195350N  (NAD 27  CONUS).  We
currently  hold  forty  (40)  80-acre   Association  Placer  claims  that  cover
approximately  3,200 acres (1280 hectares).  Lithium-enriched  Tertiary-era Fish
Lake formation rhyolitic tuffs or ash flow tuffs have accumulated in a valley or
basinal environment.  Over time interstitial  formational waters in contact with
these tuffs,  have become  enriched in lithium,  boron and potassium which could
possibly be amenable to extraction by evaporative  methods.  Our company allowed
56 claims to lapse on September 1, 2012,  which covered the southern playa area.
These  claims were allowed to lapse as it was  determined  through the course of
work over the past three years that they are not overly  prospective for hosting
lithium brine  resources,  nor is it  strategically  advantageous to continue to
hold them.

The property was  originally  held under mining lease purchase  agreement  dated
June 1, 2009, between Nevada Lithium  Corporation,  and Nevada Alaska Mining Co.
Inc., Robert Craig, Barbara Craig, and Elizabeth Dickman.  Nevada Lithium issued
to the vendors  $350,000  worth of common stock of our company in eight  regular
disbursements.  All  disbursements  have  been  made of  stock  worth a total of
$350,000, and claim ownership has been transferred to our company.

The geological  setting at Fish Lake Valley is highly analogous to the salars of
Chile,  Bolivia,  and Peru, and more importantly Clayton Valley, where Chemetall
has its Silver Peak  lithium-brine  operation.  Access is excellent in Fish Lake
Valley with all-weather gravel roads leading to the property from state highways
264, and 265,  and  maintained  gravel roads ring the playa.  Power is available
approximately  10  miles  from  the  property,   and  the  village  of  Dyer  is
approximately  12 miles to the  south,  while  the town of  Tonopah,  Nevada  is
approximately 50 miles to the east.

Our company  completed a number of geochemical  and  geophysical  studies on the
property,  and  conducted a short drill program on the periphery of the playa in
the fall of 2010. Near-surface brine sampling during the spring of 2011 outlined
a  boron/lithium/potassium  anomaly on the  northern  portions  of the  northern
playa, that is roughly 1.3 x 2 miles long, which has a smaller higher grade core
where lithium  mineralization  ranges from 100 to 150 mg/L (average 122.5 mg/L),

                                       15

with boron ranging from 1,500 to 2,670 mg/L (average 2,219 mg/L),  and potassium
from 5,400 to 8,400 mg/L  (average  7,030  mg/L).  Wet  conditions  on the playa
precluded  drilling  there in 2011,  and for a good  portion of 2012,  however a
window of opportunity  presented itself in late fall 2012. In  November/December
2012 we conducted a short  direct push drill  program on the northern end of the
playa,  wherein a total of 1,240.58 feet (378.09 meters) was drilled in 20 holes
at 17 discrete  sites,  and an area of 3,356 feet  (1,023  meters) by 2,776 feet
(846 meters) was systematically  explored by grid probing.  The deepest hole was
81 feet (24.69 meters),  and the shallowest hole that produced brine was 34 feet
(10.36 meters). The average depth of the holes drilled during the program was 62
feet   (18.90   meters).    The   program    successfully    demonstrated   that
lithium-boron-potassium-enriched  brines exist to at least 62 feet (18.9 meters)
depth in sandy or silty aquifers that vary from approximately  three to ten feet
(one to three  meters)  in  thickness.  Average  lithium,  boron  and  potassium
contents of all samples are 47.05  mg/L,  992.7 mg/L,  and 0.535%  respectively,
with lithium values ranging from 7.6 mg/L to 151.3 mg/L,  boron ranging from 146
to 2,160.7 mg/L, and potassium  ranging from 0.1 to 1.3%..  The anomaly outlined
by the  program is 1,476 by 2,461 feet (450  meters by 750  meters),  and is not
fully  delimited,  as the area  available for probing was restricted due to soft
ground conditions to the east and to the south. A 50 mg/L lithium cutoff is used
to define this anomaly and within this zone average lithium, boron and potassium
contents are 90.97 mg/L, 1,532.92 mg/L, and 0.88% respectively.  On September 3,
2013,  we  announced  that  drilling had  commenced at Fish Lake Valley.  Due to
storms and wet conditions in the area which our company hoped to concentrate on,
the playa was not passable,  and so the program  concentrated on larger step-out
drilling  well off the playa.  This 11 hole,  1,025 foot  program did prove that
mineralization  does not extend much,  if at all, past the margins of the playa,
as none of the fluids  encountered in this program were particularly  briny, and
returned values of less than 5 mg/L lithium.

Our company is very pleased with the results  here,  and believes that the playa
at Fish Lake Valley may be conducive to the  formation of a "silver  peak" style
lithium  brine  deposit.  Our  company  reviewed  the  results in regards to the
overall  geological  interpretation of the lithium,  boron and potassium bearing
strata. The results confirm the presence of targeted  mineralization and further
evaluation   programs  will  focus  on  determining  the  extent  and  depth  of
mineralization.  Our  company  is  currently  assessing  options  on how best to
further explore here.

SAN EMIDIO PROPERTY

The San Emidio property,  located in Washoe County in northwestern  Nevada,  was
acquired  through the staking of claims in September 2011. The twenty,  80-acre,
Association  Placer claims  currently  held here cover an area of  approximately
1,600 acres (640 hectares).  Ten claims in the southern portions of the original
claim block that was staked in 2011 were  allowed to lapse on September 1, 2012,
and a further  ten claims were then  staked and  recorded.  These new claims are
north of and  contiguous to the  surviving  claims from our earlier  block.  The
property is  approximately 65 miles  north-northeast  of Reno,  Nevada,  and has
excellent infrastructure.

We developed this prospect during 2009, and 2010 through surface  sampling,  and
the early  reconnaissance  sampling determined that anomalous values for lithium
occur in the playa  sediments  over a good portion of the playa.  This  sampling
appeared to indicate that the most prospective  areas on the playa may be on the
newly staked block  proximal to the  southern  margin of the basin,  where it is
possible the structures that are responsible for the geothermal  system here may
also have influenced lithium deposition in sediments.

Our company conducted  near-surface  brine sampling in the spring of 2011, and a
high resolution gravity geophysical survey in summer/fall 2011. Our company then
permitted a 7 hole drilling  program with the Bureau of Land  Management in late
fall 2011, and a direct push drill program was commenced in early February 2012.
Drilling here  delineated a narrow  elongated  shallow brine  reservoir which is
greater  than 2.5 miles  length,  and  which is  adjacent  to a basinal  feature
outlined by the earlier gravity survey.  Two values of over 20  milligrams/liter
lithium were obtained from two holes located centrally in this brine anomaly.

Most recently we drilled this prospect in late October 2012, further testing the
area of the  property in the  vicinity  where prior  exploration  by our company
discovered elevated lithium levels in subsurface brines. During the 2012 program
a total of 856 feet (260.89 meters) was drilled at 8 discrete sites. The deepest
hole was 160 feet (48.76  meters),  and the shallowest  hole that produced brine

                                       16

was 90 feet (27.43 meters).  The average depth of the seven hole program was 107
feet (32.61 meters). The program better defined a lithium-in-brine  anomaly that
was  discovered  in early 2012.  This  anomaly is  approximately  0.6 miles (370
meters) wide at its widest point by more than 3 miles (2  kilometers)  long. The
peak value seen within the anomaly is 23.7 mg/l lithium, which is 10 to 20 times
background levels outside the anomaly. Our company believes that, much like Fish
Lake  Valley,  the playa at San Emidio may be  conducive  to the  formation of a
"silver peak" style lithium brine  deposit,  and the recent  drilling  indicates
that the anomaly occurs at or near the  intersection  of several faults that may
have  provided  the  structural   setting  necessary  for  the  formation  of  a
lithium-in-brine deposit at depth.

Our company has  compiled  all data,  and  recently  amended its permit with the
Bureau of Land  Management,  to allow for a deeper  drilling  program,  that our
company intends to commence in the third quarter of 2014.

MOUNT HEIMDAL FLAKE GRAPHITE PROPERTY

On April 15, 2013, we entered into a mining option agreement with our president,
Tom Lewis,  wherein we had the  option to acquire a 100%  interest  in the Mount
Heimdal  Flake  Graphite  property  in the  Slocan  Mining  Division  of British
Columbia, Canada.

The Mount Heimdal property is comprised of three mineral claims, which encompass
2,582 acres  (1,045  hectares)  of highly  metamorphosed  rock.  The property is
roughly six miles (10 kms) south of Eagle Graphite's  Black Crystal quarry,  and
is located within the same package of gneisses,  graphite  mineralized  marbles,
and calc-silicate  gneisses.  Data from BC Geological Survey assessment  reports
indicate that mineralization  grading up to 4.8% graphitic carbon may be located
on the property.

High purity  graphite is  presently  the most  widely  used anode  material  for
lithium  ion  battery  technology,  and  typically  greater  than 10 times  more
graphite is used in comparison to lithium in lithium ion battery production.  In
addition  to  increased  graphite  consumption  due to  growth  in  lithium  ion
batteries  sales,  carbon fiber  composites are  increasingly  being utilized in
auto, and aircraft construction.  Also, presently there is considerable research
into  graphene,  a flake  graphite  product,  and it is possible a myriad of new
applications or discoveries will ensue as a direct result of this work.

Pursuant  to the terms of the  original  agreement,  we were  required  to spend
$15,000 in  exploration  on the property and  complete an  assessment  report by
November 30, 2013, and upon successful  completion of the program and the report
our  company was to earn a 100%  interest  in the claims,  subject to a 1.5% net
overriding royalty to the vendor from the proceeds of production.

Prospecting  work was performed on the Mount Heimdal  property in June/July 2013
and several  mineralized  zones were noted here,  the best of which graded 3.72%
flake  graphite.  Although  the work was  encouraging  it was  decided  that our
company would be best served presently by focusing on the BC Sugar property. Our
company  negotiated an agreement with our president and director,  Tom Lewis, as
the vendor of Mount Heimdal, whereby Mr. Lewis assigned his 100% interest in the
property  for a 2% net smelter  royalty on any proceeds  from future  production
from the property.  In addition Mr. Lewis holds title to both the Mount Heimdal,
and BC Sugar  properties,  in  trust,  for our  company  and will  transfer  all
interest at such time as our company  creates a  subsidiary  that is eligible to
hold title in mineral properties in British Columbia.

BC SUGAR FLAKE GRAPHITE PROPERTY

On June 6, 2013, we entered into a mining claim sale  agreement  with Herb Hyder
wherein Mr.  Hyder  agreed to sell to our company a 50.829 acre (20.57  hectare)
claim located in the Cherryville area of British Columbia.  As consideration for
the purchase of the property,  we issued 250,000 shares of our company's  common
stock to Mr. Hyder.  In addition to the acquired  claim,  our company  staked or
acquired  another 13 claims at various  times over the past several  months,  to
bring the total area held under  tenure to  approximately  19,816  acres  (8,020
hectares).  The  flake  graphite  mineralization  of  interest  here  is  hosted
predominately in graphitic  quartz/biotite,  and lesser graphitic  calc-silicate
gneisses.  The rocks in the general area of the BC Sugar prospect are similar to
the host rocks in the area of the crystal  graphite deposit 55 miles (90 kms) to
the southeast, in the vicinity of our company's Mount Heimdal block of claims.

                                       17

The BC Sugar property is well placed in the Shushwap  Metamorphic  Complex, in a
geological  environment  favorable for the formation of flake graphite deposits,
and is in an area of excellent logistics, with a considerable network of logging
roads within the project area.  Additionally  the town of Lumby is approximately
19 miles (30 kms) to the south of the property, while the City of Vernon is only
30 miles (50 kms) to the southwest of the western portions of the claim block.

We received  final  assays  from the October  2013  prospecting  and  geological
program at the BC Sugar property in December of 2013.  This latest round of work
increased  the area known to be  underlain by graphitic  bearing  gneisses,  and
further  evaluations  were made in the area of the Sugar Lake,  Weather Station,
and Taylor  Creek  showings.  In the general  vicinity  of the  Weather  Station
showing,  a further 13 samples were taken,  and hand  trenching was performed at
one of several outcrops in the area. In the trench a 5.2 meter interval returned
an average of 3.14%  graphitic  carbon,  all in an oxidized  relatively  friable
gneissic  host  rock.  Additionally  a  hydrothermal  or vein  type  mineralized
graphitic  quartz  boulder was  discovered  in the area which graded up to 4.19%
graphitic  carbon.  The source of this  boulder was not  discovered  during this
program,  but  it  is  felt  to  be  close  to  its  point  of  origin.  Samples
representative   of  the   mineralization   encountered   here  were  taken  for
petrographic  study,  which was received in late 2013.  Our company is currently
reviewing the data generated here in 2013, and making plans for 2014.

THE HUGHES CLAIMS

Effective  April 23,  2014,  we entered  into an  operating  agreement  with All
American Resources,  L.L.C and TY & Sons Investments Inc. with respect to Summa,
LLC, a Nevada  limited  liability  company  incorporated  on December  12, 2013,
wherein we hold a 25%  membership  in a number of  patented  mining  claims that
spring  from the once vast  holdings of Howard  Hughes.  Our  company's  capital
contribution paid to Summa, LLC was $125,000,  of which $100,000 was in cash and
the balance in services.

Our company  participated  in the  formation of Summa,  which holds 88 fee-title
patented lode claims,  which cover  approximately  1,191.3 acres of  prospective
mineral lands. Our company has recently signed a joint operating  agreement with
the other  participants  to govern the conduct of Summa,  and the development of
the lands.  Our  company's  president,  Tom Lewis,  has been named as a managing
member of Summa.

The Hughes lands are situated in six discrete prospect areas in Nevada, the most
notable of which being the Tonopah  block where Summa holds 56 claims that cover
approximately  770 acres in the heart of the historic mining camp where over 1.8
million  ounces  of  gold  and  174  million  ounces  of  silver  were  produced
predominately  in the early 1900's.  The Hughes  claims  include a number of the
prolific past producers in Tonopah,  such as the Belmont,  the Desert Queen, and
the Midway  mines.  In  addition  there are also  claims in the area of the past
producing Klondyke East mining district,  which is to the south of Tonopah,  and
at the town of Belmont (not to be confused  with the Belmont  claim in Tonopah),
Nevada,  another  notable silver  producer from the 1800's,  which is roughly 40
miles to the northeast of Tonopah.

In the general area of our company's  newest  acquisition,  West Kirkland Mining
has recently  announced that it has completed a $29.2 million dollar  financing,
the proceeds of which were used to purchase a 75% interest in Allied Nevada Gold
Corporation's Tonopah properties.  West Kirkland also has the option to purchase
the remaining 25% interest by paying Allied Nevada a further $10 million dollars
on or before  October 23, 2016.  West Kirkland has recently  compiled an updated
NI-43-101 resource on the Hasbrouck, and Three Hills prospects which are roughly
5.5 and 2 miles,  respectively,  from Summa's Tonopah claim block and it is West
Kirkland's  intent to advance these  properties to a  pre-feasibility  study and
initiate mine permitting.

While it presently  appears  that only one of the six blocks may be  prospective
for hosting lithium mineralization, overall the package was a unique opportunity
that our  company  anticipates  will  create  significant  value over the mid to
longer term.

We are currently  exploring other locations which are believed to be prospective
for  hosting  lithium  or  graphite   mineralization,   as  well  as  evaluating
opportunities brought to the company by third parties.

                                       18

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2014 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2013

We had a net loss of $66,301 for the three month  period  ended March 31,  2014,
which was $25,419  less than the net loss of $91,720 for the three month  period
ended  March  31,  2013.  The  change in our  results  over the two  periods  is
primarily the result of lower investor  relations and stock option  compensation
expenses.

The  following  table  summarizes  key items of  comparison  and  their  related
increase (decrease) for the three month periods ended March 31, 2014 and 2013:

                                                                  Change Between
                                                                   Three Month
                                                                   Period Ended
                                  Three Months    Three Months    March 31, 2014
                                     Ended           Ended             and
                                    March 31,       March 31,        March 31,
                                      2014            2013             2013
                                    --------        --------         --------

Professional fees                   $ 11,362        $ 15,485         $ (4,123)
Amortization                             Nil              54              (54)
Exploration expenses                   7,222           6,144            1,078
Consulting fees                       24,150          27,900           (3,750)
Insurance expense                        Nil           4,372           (4,372)
Investor relations                     7,235          17,204           (9,969)
Transfer agent and filing fees           550           2,013           (1,463)
Travel                                12,480           6,279            6,201
Stock option compensation                Nil          10,089          (10,089)
General and administrative             3,396           2,274            1,122
Interest/Other income                    (94)            (94)             Nil
                                    --------        --------         --------
Net loss                            $(66,301)       $(91,720)        $(25,419)
                                    ========        ========         ========

REVENUE

We have not earned any revenues  since our  inception  and we do not  anticipate
earning revenues in the upcoming quarter.

LIQUIDITY AND CAPITAL RESOURCES

Our balance sheet as of March 31, 2014 reflects  current assets of $695,349.  We
had cash in the  amount of  $674,431  and a  working  capital  in the  amount of
$687,069 as of March 31, 2014. We have  sufficient  working capital to enable us
to carry out our stated plan of operation for the next twelve months.

WORKING CAPITAL

                                                        At              At
                                                     March 30,      December 31,
                                                       2014            2013
                                                    --------         --------

Current assets                                      $695,349         $830,657
Current liabilities                                    8,280           12,982
                                                    --------         --------
Working capital                                     $687,069         $817,675
                                                    ========         ========

We  anticipate  generating  losses  and,  therefore,  may be unable to  continue
operations further in the future.

                                       19

CASH FLOWS

                                                      Three Months Ended
                                                           March 31,
                                                   2014                 2013
                                                ----------           ----------

Net cash (used in) operating activities         $  (68,820)          $  (92,087)
Net cash (used in) investing activities            (64,305)              (2,436)
Net cash provided by financing activities              Nil                  Nil
                                                ----------           ----------
Net (decrease) in cash during period            $ (133,125)          $  (94,523)
                                                ==========           ==========

OPERATING ACTIVITIES

Net cash used in  operating  activities  during the three months ended March 31,
2014 was $68,820, a decrease of $23,267 from the $92,087 net cash outflow during
the three months ended March 31, 2013.

INVESTING ACTIVITIES

The primary driver of cash used in investing  activities was capital spending in
the acquisition of mineral claims at our BC Sugar property in British Columbia.

Cash used in investing  activities  during the three months ended March 31, 2014
was $64,305, which was a $61,869 increase from the $2,436 cash used in investing
activities  during the three months ended March 31, 2013.  This  increase in the
cash  used  in  investing  activities  was  primarily  due  to a  deposit  on an
acquisition completed in April 2014.

FINANCING ACTIVITIES

Cash  provided by financing  activities  during the three months ended March 31,
2014 was $0 as compared to $0 in cash  provided by financing  activities  during
the three months ended March 31, 2013.

We estimate that our operating expenses and working capital requirements for the
next 12 months to be as follows:

            ESTIMATED NET EXPENDITURES DURING THE NEXT TWELVE MONTHS

             General and administrative expenses          $235,000
             Exploration expenses                          270,000
             Travel                                         40,000
                                                          --------
             TOTAL                                        $545,000
                                                          ========

To date we have relied on proceeds from the sale of our shares and on loans from
our sole director and officer in order to sustain our basic,  minimum  operating
expenses;  however, we cannot guarantee that we will secure any further sales of
our shares or that our sole officer and director with provide us with any future
loans.  We estimate  that the cost of  maintaining  basic  corporate  operations
(which includes the cost of satisfying our public reporting obligations) will be
approximately   $45,416  per  month.   Due  to  our  current  cash  position  of
approximately $674,431 as of March 31, 2014, we estimate that we have sufficient
cash to sustain our basic operations for the next twelve months.

We  are  not  aware  of  any  known  trends,  demands,  commitments,  events  or
uncertainties that will result in or that are reasonably likely to result in our
liquidity increasing or decreasing in any material way.

FUTURE FINANCINGS

We anticipate continuing to rely on equity sales of our common stock in order to
continue to fund our business  operations.  Issuances of additional  shares will
result in dilution to our existing  stockholders.  There is no assurance that we
will achieve any additional  sales of our equity  securities or arrange for debt
or other financing to fund our planned business activities.

                                       20

We presently  do not have any  arrangements  for  additional  financing  for the
expansion of our  exploration  operations,  and no potential  lines of credit or
sources of financing are currently  available for the purpose of proceeding with
our plan of operations.

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

EXPLORATION STAGE COMPANY

The  accompanying  financial  statements  have been prepared in accordance  with
generally accepted accounting  principles related to accounting and reporting by
exploration  stage  companies.  An  exploration  stage  company  is one in which
planned  principal  operations  have not  commenced  or if its  operations  have
commenced, there has been no significant revenues there from.

ACCOUNTING BASIS

Our company  uses the accrual  basis of  accounting  and  accounting  principles
generally  accepted in the United  States of America  ("GAAP"  accounting).  Our
company has adopted a December 31 fiscal year end.

BASIS OF PRESENTATION

The  accompanying  unaudited  interim  financial  statements  of BMIX  have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the audited financial statements
and notes thereto  contained in our company's Annual Report on Form 10-K for the
fiscal  year ended  December  31,  2012 filed  with the SEC.  In the  opinion of
management,  all  adjustments,   consisting  of  normal  recurring  adjustments,
necessary for the financial  statements to be not misleading have been reflected
herein.  The  results of  operations  for interim  periods  are not  necessarily
indicative of the results to be expected for the full year. Certain notes to the
financial   statements  which  would  substantially   duplicate  the  disclosure
contained in the audited  financial  statements  for the most recent fiscal year
2012 as reported in Form 10-K, have been omitted.

CASH AND CASH EQUIVALENTS

Cash includes cash on account,  demand deposits, and short-term instruments with
maturities of three months or less.

CONCENTRATIONS OF CREDIT RISK

Our company maintains our cash in bank deposit  accounts,  the balances of which
at times may exceed federally insured limits. Our company  continually  monitors
its banking  relationships  and  consequently  has not experienced any losses in
such accounts. Our company believes we are not exposed to any significant credit
risk on cash and cash equivalents.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

                                       21

REVENUE RECOGNITION

Our company is in the  exploration  stage and has yet to realize  revenues  from
operations.  Once  our  company  has  commenced  operations,  it will  recognize
revenues when delivery of goods or completion of services has occurred  provided
there is persuasive  evidence of an agreement,  acceptance  has been approved by
its  customers,  the fee is fixed or  determinable  based on the  completion  of
stated  terms and  conditions,  and  collection  of any  related  receivable  is
probable.

LOSS PER SHARE

Basic  loss  per  share  is  computed  by  dividing  loss  available  to  common
shareholders by the weighted average number of common shares  outstanding during
the year. The computation of diluted  earnings per share assumes the conversion,
exercise  or  contingent  issuance  of  securities  only when  such  conversion,
exercise or issuance  would have a dilutive  effect on earnings  per share.  The
dilutive effect of convertible  securities is reflected in diluted  earnings per
share by  application of the "if  converted"  method.  In the periods in which a
loss is incurred,  the effect of potential issuances of shares under options and
warrants  would be  anti-dilutive,  and therefore  basic and diluted  losses per
share are the same.

PROPERTY AND EQUIPMENT

Property  and  equipment  is  stated  on  the  basis  of  historical  cost  less
accumulated  depreciation.  Depreciation  is  provided  using the  straight-line
method over the estimated useful lives of the assets which has been estimated as
two years.  Impairment  losses are  recorded  on  property  and  equipment  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.

INCOME TAXES

The  asset  and  liability  approach  is used to  account  for  income  taxes by
recognizing  deferred tax assets and  liabilities  for the  expected  future tax
consequences of temporary  differences  between the carrying amounts and the tax
basis of assets and liabilities.

FINANCIAL INSTRUMENTS

Our company's financial instruments consist of cash, deposits, prepaid expenses,
and accounts  payable and accrued  liabilities.  Unless  otherwise  noted, it is
management's  opinion that our company is not exposed to  significant  interest,
currency or credit risks arising from these  financial  instruments.  Because of
the short  maturity  and  capacity  of prompt  liquidation  of such  assets  and
liabilities,  the fair value of these financial  instruments  approximate  their
carrying values, unless otherwise noted.

MINERAL PROPERTIES

Costs of exploration,  carrying and retaining  unproven mineral lease properties
are expensed as incurred.  Mineral  property  acquisition  costs are capitalized
including  licenses and lease payments.  Although our company has taken steps to
verify title to mineral properties in which it has an interest, these procedures
do not guarantee our company's  title.  Such  properties may be subject to prior
agreements  or  transfers  and  title may be  affected  by  undetected  defects.
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.
Impairment  of $0 and $0 was  recorded for the three months ended March 31, 2014
and 2013 respectively.

OFFICE LEASE

Our company  rents  office  space in Las Vegas,  Nevada for $700 per month.  The
arrangement is on a  month-by-month  basis and can be terminated by either party
with one month's notice.

                                       22

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES

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

As of the  end of  the  quarter  covered  by  this  report,  we  carried  out an
evaluation,  under the supervision and with the  participation  of our president
(our principal  executive  officer,  principal  financial  officer and principle
accounting  officer),  of the  effectiveness  of the design and operation of our
disclosure controls and procedures.  Based on the foregoing,  our president (our
principal   executive  officer,   principal   financial  officer  and  principle
accounting  officer) concluded that our disclosure  controls and procedures were
effective as of the end of the period covered by this quarterly report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

                                       23

ITEM 6. EXHIBITS

Exhibit
Number                              Description
------                              -----------
(3)      ARTICLES OF INCORPORATION AND BYLAWS
3.1      Articles  of   Incorporation   (Incorporated   by   reference   to  our
         Registration Statement on Form SB-2 filed on December 21, 2007)
3.2      Bylaws (Incorporated by reference to our Registration Statement on Form
         SB-2 filed on December 21, 2007)
3.3      Articles of Merger  (Incorporated by reference to our Current Report on
         Form 8-K filed on October 2, 2009)
3.4      Certificate of Change  (Incorporated by reference to our Current Report
         on Form 8-K filed on October 2, 2009)

(4)      INSTRUMENTS   DEFINING  THE  RIGHTS  OF  SECURITY  HOLDERS,   INCLUDING
         INDENTURES
4.1      2009 Stock Option Plan (Incorporated by reference to our Current Report
         on Form 8-K filed on December 30, 2009)

(10)     MATERIAL CONTRACTS
10.1     Lease  Purchase  Agreement  dated June 1, 2009 between  Nevada  Lithium
         Corporation,  Nevada Mining Co., Inc., Robert Craig,  Barbara Craig and
         Elizabeth Dickman.  (Incorporated by reference to our Current Report on
         Form 8-K filed on October 26, 2009)
10.3     Mining  Option  Agreement  dated April 15, 2013 between our company and
         Thomas Lewis  (incorporated  by reference to our Current Report on Form
         8-K filed on April 22, 2013)
10.4     Mining Claim Sale Agreement  dated June 6, 2013 between our company and
         Herb Hyder (incorporated by reference to our Current Report on Form 8-K
         filed on June 12, 2013)
10.5     Trust Agreement dated August 30, 2013 between our company and Tom Lewis
         (incorporated  by reference to our Quarterly  Report on Form 10-Q filed
         on November 7, 2013)
10.6     Operating Agreement dated effective April 23, 2014 between our company,
         All  American  Resources,   L.L.C.  and  TY  &  Sons  Investments  Inc.
         (incorporated  by reference to our Current  Report on Form 8-K filed on
         April 29, 2014)

(14)     CODE OF ETHICS
14.1     Code of Business  Conduct and Ethics  (incorporated by reference to our
         Annual Report on Form 10-K filed on April 15, 2013)

(21)     SUBSIDIARIES OF THE REGISTRANT
21.1     Nevada Lithium Corporation, a Nevada corporation

(31)     RULE 13A-14 (D)/15D-14D) CERTIFICATIONS
31.1*    Section  302  Certification  by the  Principal  Executive  Officer  and
         Principal Financial Officer.

(32)     SECTION 1350 CERTIFICATIONS
32.1*    Section  906  Certification  by the  Principal  Executive  Officer  and
         Principal Financial Officer.

101**    INTERACTIVE DATA FILE
101.INS  XBRL Instance Document
101.SCH  XBRL Taxonomy Extension Schema Document
101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF  XBRL Taxonomy Extension Definition Linkbase Document
101.LAB  XBRL Taxonomy Extension Label Linkbase Document
101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document

----------
*    Filed herewith.
**   Furnished   herewith.   Pursuant  to  Rule  406T  of  Regulation  S-T,  the
     Interactive  Data Files on Exhibit  101 hereto are deemed not filed or part
     of any registration  statement or prospectus for purposes of Sections 11 or
     12 of the  Securities  Act of 1933,  are deemed not filed for  purposes  of
     Section 18 of the  Securities  and Exchange Act of 1934,  and otherwise are
     not subject to liability under those sections.

                                       24

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                         LITHIUM CORPORATION
                                         (Registrant)


Dated: May 19, 2014                      /s/ Tom Lewis
                                         ---------------------------------------
                                         Tom Lewis
                                         President, Treasurer, Secretary and
                                         Director (Principal Executive Officer,
                                         Principal Financial Officer and
                                         Principal Accounting Officer)


                                       25