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Item 1A. Risk Factors

2022-03-25 compared with 2021-03-31 · 501 added, 114 removed, 8 unchanged (99% of the section changed)

Risk Factors.

Some, but not all, of our operating risk factors

and the risks of any investment in our stock are listed below.

Risks Related to Our Operations

We have a limited operating history.

Investors should evaluate an investment in

us in light of the uncertainties encountered by developing companies in a competitive environment.

Our business is dependent upon

the implementation of our business plan.

There can be no assurance that our efforts will be successful or that we will ultimately

be able to attain profitability.

Our ability to execute our business plan

depends primarily on the continuation of a favorable mining environment in Brazil.

Mining operations in Brazil are heavily regulated.

Any significant change in mining legislation or other changes in Brazil’s current mining environment may slow down or alter

our business prospects.

We may be unable to find sources of funding

if and when needed, resulting in the failure of our business.

As of today, we need additional equity or debt

financing beyond our existing cash to operate.

This additional financing may not become available and, if available, may not be

available on terms that are acceptable to us.

If we do obtain acceptable funding, the terms and conditions of receiving such capital

would likely result in further dilution.

If we are not successful in raising capital or sufficient capital, we will have to modify

our business plans and substantially reduce or eliminate operations, or as an extreme measure seek reorganization.

In these events,

the holders of our securities could lose a substantial part or all of their investment.

Our quarterly and annual operating and

financial results and our revenue are likely to fluctuate significantly in future periods.

Our quarterly and annual operating and financial

results are difficult to predict and may fluctuate significantly from period to period.

Our revenues, net income, and results of

operations may fluctuate as a result of a variety of factors that are outside our control including, but not limited to, lack of

sufficient working capital, equipment malfunction and breakdowns, inability to timely find spare machines or parts to fix the broken

equipment, regulatory or licensing delays, and severe weather phenomena.

We do not intend to pay regular future

dividends on our common stock and thus stockholders must look to appreciation of our common stock to realize a gain on their investments.

We have never paid a dividend and we do not

have any plans to pay dividends in the foreseeable future.

Our future dividend policy is within the discretion of our Board of

Directors and will depend upon various factors, including future earnings, if any, our capital requirements and general financial

condition, and other factors.

Accordingly, stockholders must look solely to appreciation of our common stock to realize a gain

on their investment.

This appreciation may not occur, or may occur over a longer timeframe that is less interesting to short-term

oriented investors.

We depend upon Marc Fogassa, our Chief

Executive Officer and Chairman.

Our success is largely dependent upon the personal

efforts of Marc Fogassa.

Currently he is our only management team member that is fluent and fully conversant in both Portuguese,

the language of Brazil, and English.

The loss of the services of Mr.

Fogassa would have a material adverse effect on our business

and prospects.

We maintain key-man life insurance on the life of Mr.

Related to Our Capital Stock

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

share of our Series A Preferred Stock is issued, outstanding and held since 2012 by Marc Fogassa, our Chairman and Chief Executive

The Certificate of Designations, Preferences and Rights of our Series A Convertible Preferred provides that for so long

as Series A Preferred Stock is issued and outstanding, the holders of Series A Preferred Stock shall vote together as a single

class with the holders of our Common Stock, with the holders of Series A Preferred Stock being entitled to 51% of the total votes

on all matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of Common

Stock and any other class or series of capital stock entitled to vote with the Common Stock being entitled to their proportional

share of the remaining 49% of the total votes based on their respective voting power.

stock price may be volatile.

market price of our Common Stock has been and is likely to continue to be volatile and could fluctuate in price in response to

various factors, many of which are beyond our control, including the following:

ability to grow and/or maintain revenue;

in our common stock involves a high degree of risk.

You should carefully consider the risks described below, as well as the other information

in this Report, including our financial statements and the related notes thereto and “Management’s Discussion and

Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our securities.

The occurrence

of any of the events or developments described below could harm our business, financial condition, operating results, and growth prospects.

In such an event, the market price of our common stock could decline, and you may lose all or part of your investment.

Additional risks

and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

future performance is difficult to evaluate because we have a limited operating history.

should evaluate an investment in us considering the uncertainties encountered by developing companies.

Although we were incorporated

in 2011, we began to implement our current business strategy in 2016.

Our current business strategy is focused on the exploration of

strategic minerals and, through specific subsidiaries, the exploration of iron and gold.

While we have had a small amount of revenues

from the sales of gold and diamonds mined by us, and currently have a small amount of revenue from the sale of sand mined by us and for

construction use, we have not realized any revenues to date from the sale of strategic minerals or iron.

Our operating cash flow needs

have been financed primarily through debt or equity and not through cash flows derived from our operations.

As a result, we have little

historical financial and operating information available to help you evaluate and predict our future performance.

There can be no assurance

that our efforts will be successful or that we will ultimately be able to attain profitability.

is substantial doubt about our ability to continue as a going concern.

have not been profitable and such condition raises substantial doubt about our ability to continue as a going concern.

There is uncertainty

regarding our ability to implement our business plan and to grow our business to a greater extent than we can with our existing financial

resources without additional financing.

Our long-term future growth and success is dependent upon our ability to raise additional capital

and implement our business plan.

There is no assurance that we will be successful in implementing our business plan or that we will be

able to generate sufficient cash from operations, sell securities or borrow funds on favorable terms or at all.

Our inability to generate

significant revenue or obtain additional financing could have a material adverse effect on our ability to fully implement our business

plan and grow our business to a greater extent than we can with our existing financial resources.

are an exploration stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral deposits.

are engaged in the business of exploring and developing mineral properties with the intention of locating economic deposits of minerals.

An economic deposit is a mineral property which can be reasonably expected to generate profits upon extraction and commercialization

of its minerals after considering all costs involved.

Our property interests are at the exploration stage.

Accordingly, it is unlikely

that we will realize profits in the short term, and we also cannot assure you that we will realize profits in the medium to long term.

Any profitability in the future from our business will be dependent upon development of at least one economic deposit and most likely

further exploration and development of other economic deposits, each of which is subject to numerous risk factors.

we cannot assure you that, even if an economic deposit of minerals is located, any of our property interests can be commercially mined.

The exploration and development of mineral deposits involves a high degree of financial risk over a significant period which a combination

of careful evaluation, experience and knowledge of management may not eliminate.

While discovery of additional ore-bearing deposits may

result in substantial rewards, few properties which are explored are ultimately developed into producing mines.

Major expenses may be

required to establish reserves by drilling and to construct mining and processing facilities at a particular site.

It is impossible to

ensure that our current exploration programs will result in profitable commercial mining operations.

The profitability of our operations

will be, in part, related to the cost and success of its exploration and development programs which may be affected by several factors.

Additional expenditures are required to establish reserves which are sufficient to commercially mine and to construct, complete and install

mining and processing facilities in those properties that are mined and developed.

addition, exploration-stage projects like ours have no operating history upon which to base estimates of future operating costs and capital

requirements.

Exploration project items, such as any future estimates of reserves, metal recoveries or cash operating costs will to a

large extent be based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques,

as well as future feasibility studies.

Actual operating costs and economic returns of all exploration projects may materially differ

from the costs and returns estimated, and accordingly our financial condition, results of operations, and cash flows may be negatively

the probability of an individual prospect ever having reserves is not known, our properties may not contain any reserves, and any funds

spent on exploration and evaluation may be lost.

are an exploration stage company, and we have no “reserves” as such term is defined by Industry Guide 7.

We cannot assure

you about the existence of economically extractable mineralization at this time, nor about the quantity or grade of any mineralization

we may have found.

Because the probability of an individual prospect ever having reserves is uncertain, our properties may not contain

any reserves and any funds spent on evaluation and exploration may be lost.

Even if we confirm reserves on our properties, any quantity

or grade of reserves we indicate must be considered as estimates only until such reserves are mined.

We do not know with certainty that

economically recoverable minerals exist on our properties.

In addition, the quantity of any reserves

may vary depending on commodity prices.

Any material change in the quantity or grade of reserves may affect the economic viability of

our properties.

Further, our lack of established reserves means that we are uncertain about our ability to generate revenue from our

face risks related to mining, exploration and mine construction, if warranted, on our properties.

level of profitability, if any, in future years will depend to a great degree on prices of minerals set by global markets and whether

our exploration-stage properties can be brought into production.

It is impossible to ensure that the current and future exploration programs

and/or feasibility studies on our existing properties will establish reserves.

Whether it will be economically feasible to extract a

mineral depends on a number of factors, including, but not limited to:

the particular attributes of the deposit, such as size, grade

and proximity to infrastructure;

mineral prices;

mining, processing and transportation costs;

the willingness of lenders and investors

to provide project financing;

labor costs and possible labor strikes;

and governmental regulations, including, without limitation, regulations

relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection,

employment, worker safety, transportation, and reclamation and closure obligations.

The exact effect of these factors cannot be accurately

predicted, but the combination of these factors may result in us receiving an inadequate return on invested capital.

long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from

our mining activities.

long-term success, including the recoverability of the carrying values of our assets, our ability to continue with exploration, development

and commissioning and mining activities on our existing projects or to acquire additional projects, will depend ultimately on our ability

to achieve and maintain profitability and to develop positive cash flow from our operations by establishing ore bodies that contain commercially

recoverable minerals and to develop these into profitable mining activities.

We cannot assure you that any ore body that we extract mineralized

materials from will result in achieving and maintaining profitability and developing positive cash flow.

depend on our ability to successfully access the capital and financial markets.

Any inability to access the capital or financial markets

may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future

commercial production is achieved from one of our larger projects, we will continue to incur operating and investing net cash outflows

associated with among other things maintaining and acquiring exploration properties, undertaking ongoing exploration activities and the

development of mines.

As a result, we rely on access to capital markets as a source of funding for our capital and operating requirements.

We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all.

finance our current operations and future capital needs, we will require additional funds through the issuance of additional equity and/or

debt securities.

We will continue to seek capital through private placement transactions and by utilizing proceeds available under

the Triton Equity Line Agreement.

In addition, we intend to sell securities in connection with an uplisting of our common stock to

stock exchange.

Depending on the type and the terms of any financing we pursue, shareholders’ rights and the value of

their investment in our shares could be reduced.

Any additional equity financing will dilute shareholdings, and new or additional debt

financing, if available, may involve restrictions on financing and operating activities.

In addition, if we issue secured debt securities,

the holders of the debt would have a claim to our assets that would be prior to the rights of shareholders until the debt is paid.

on such debt securities would increase costs and negatively impact operating results.

we are unable to obtain additional financing, as needed, at competitive rates, our ability to fund our current operations and implement

our business plan and strategy will be affected, and we would be required to reduce the scope of our operations and scale back our exploration,

development and mining programs.

There is, however, no guarantee that we will be able to secure any additional funding or be able to

secure funding which will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial

quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods.

quarterly and annual operating and financial results are difficult to predict and may fluctuate significantly from period to period.

Our revenues, net income and results of operations may fluctuate as a result of a variety of factors that are outside our control including,

but not limited to, lack of sufficient working capital, equipment malfunction and breakdowns, inability to timely find spare machines

or parts to fix the broken equipment, regulatory or licensing delays and severe weather phenomena.

may be unable to find sources of funding if and when needed, resulting in the failure of our business.

of today, we need additional equity or debt financing beyond our existing cash to operate.

This additional financing may not become available and, if available, may not be available on terms that are acceptable to

If we do obtain acceptable funding, the terms and conditions of receiving such capital would likely result in further dilution.

we are not successful in raising capital or sufficient capital, we will have to modify our business plans and substantially reduce or

eliminate operations, or even seek reorganization.

In these events, the holders of our securities could lose a substantial part or all

of their investment.

ability to manage growth will have an impact on our business, financial condition and results of operations.

growth may place strains on our financial, technical, operational and administrative resources and cause us to rely more on project partners

and independent contractors, potentially adversely affecting our financial position and results of operations.

Our ability to grow will

depend on several factors, including:

ability to develop existing projects;

ability to identify new projects;

ability to continue to retain and attract skilled personnel;

ability to maintain or enter into relationships with project partners and independent contractors;

results of our exploration programs;

market prices for our minerals;

access to capital;

ability to enter into agreements for the sale of our minerals.

may not be successful in upgrading our technical, operational and administrative resources or increasing our internal resources sufficiently

to provide certain of the services currently provided by third parties, and we may not be able to maintain or enter into new relationships

with project partners and independent contractors on financially attractive terms, if at all.

Our inability to achieve or manage growth

may materially and adversely affect our business, results of operations and financial condition.

depend upon Marc Fogassa, our Chief Executive Officer and Chairman.

success is largely dependent upon the personal efforts of Marc Fogassa, our Chief Executive Officer and Chairman.

Currently he is the

only member of our management team that is fluent and fully conversant in both Portuguese, the language of Brazil, and English.

of the services of Mr.

Fogassa would have a material adverse effect on our business and prospects.

We maintain key-man life insurance

on the life of Mr.

See “Management.”

growth will require new personnel, which we will be required to recruit, hire, train and retain.

ability to recruit and assimilate new personnel will be critical to our performance.

We will be required to recruit additional personnel

and to train, motivate and manage employees, which may adversely affect our plans.

executive officers and directors may be in a position of conflict of interest.

Fogassa, our Chief Executive and Chairman, also serves as chief executive officer and director of Apollo Resources Corporation (“Apollo

Resources”) and Jupiter Gold Corporation (“Jupiter Gold”).

Joel Monteiro, Esq., one of our officers, is a director

in both Apollo Resources and Jupiter Gold.

Areli Nogueira, one of our officers, is a director in Jupiter Gold.

We have partial equity

ownership in both Apollo Resources and Jupiter Gold.

There exists the possibility that one or more of these individuals, or others, may

in the future be in a position of conflict of interest.

Any decision made by such persons involving us will be made in accordance with

their duties and obligations to deal fairly and in good faith with us and such other companies.

In addition, any such officer or directors

will declare, and refrain from voting on, any matter in which they may have a material interest.

Going concern

The condensed consolidated financial statements

have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal

course of business.

The Company has limited working capital, has incurred losses in each of the past two years, and has not yet received

material revenues from sales of products or services.

These factors create substantial doubt about the Company’s ability to continue

as a going concern.

The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable

to continue as a going concern.

The ability of the Company to continue as a going

concern is dependent on the Company generating cash from its operations, the sale of its stock and/or obtaining debt financing.

Historically,

the Company has funded its operations primarily through the issuance of debt and equity securities.

Management’s plan to fund its

capital requirements and ongoing operations include the generation of revenue from its mining operations and projects.

secondary plan to cover any shortfall is selling its equity securities, including common stock in the Company, or common stock in Apollo

Resources and Jupiter Gold that it owns, and obtaining debt financing.

There can be no assurance the Company will be successful in these

and Industry Risks

mining industry subjects us to several risks.

our operations, we are subject to the risks normally encountered in the mining industry, such as:

discovery of unusual or unexpected geological formations;

fires, floods, earthquakes or other natural disasters;

power outages and water shortages;

water and other similar mining hazards;

labor disruptions and labor disputes;

ability to obtain suitable or adequate machinery, equipment, or labor;

liability for pollution or other hazards;

known and unknown risks involved in the conduct of exploration and operation of mines.

nature of these risks is such that liabilities could exceed any applicable insurance policy limits or could be excluded from coverage.

There are also risks against which we cannot insure or against which we may elect not to insure.

The potential costs which could be associated

with any liabilities not covered by insurance, or in excess of insurance coverage, or compliance with applicable laws and regulations

may cause substantial delays and require significant capital outlays, adversely affecting our future earnings and competitive position

and, potentially our financial viability.

mineral projects will be subject to significant governmental regulations.

activities in Brazil are subject to extensive federal, state, and local laws and regulations governing environmental protection, natural

resources, prospecting, development, production, post-closure reclamation costs, taxes, labor standards and occupational health and safety

laws and regulations, including mine safety, toxic substances and other matters.

The costs associated with compliance with such laws

and regulations can be substantial.

In addition, changes in such laws and regulations, or more

restrictive interpretations of current laws and regulations by governmental authorities, could result in unanticipated capital expenditures,

expenses, or restrictions on, or suspensions of our operations and delays in the development of our properties.

will be required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly

and time-consuming.

are required to obtain and renew governmental permits for our exploration activities and, prior to developing or mining any mineralization

that we discover, we will be required to obtain new governmental permits.

Obtaining and renewing governmental permits is a complex, costly

and time-consuming process.

The timeliness and success of permitting efforts are contingent upon many variables not within our control,

including the interpretation of permit approval requirements administered by the applicable permitting authority.

We may not be able

to obtain or renew permits that are necessary to our planned operations or the cost and time required to obtain or renew such permits

may exceed our expectations.

Any unexpected delays or costs associated with the permitting process could delay the exploration, development

or operation of our properties, which in turn could materially adversely affect our future revenues and profitability.

In addition, key

permits and approvals may be revoked or suspended or may be changed in a manner that adversely affects our activities.

parties, such as environmental activists, frequently attempt to intervene in the permitting process and to persuade regulators to deny

necessary permits or seek to overturn permits that have been issued.

Obtaining the necessary governmental permits involves numerous jurisdictions,

public hearings and possibly costly undertakings.

These third-party actions can materially increase the costs and cause delays in the

permitting process and could cause us to not proceed with the development or operation of a property.

In addition, our ability to successfully

obtain key permits and approvals to explore for, develop, operate and expand operations will likely depend on our ability to undertake

such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or

may not be required by law.

Our ability to obtain permits and approvals and to successfully operate in particular communities may be

adversely affected by real or perceived detrimental events associated with our activities.

with environmental regulations and litigation based on environmental regulations could require significant expenditures.

Environmental

regulations mandate, among other things, the maintenance of air and water quality standards, and the rules on land development and reclamation.

They also set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste.

Environmental

legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance,

more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their

officers, directors and employees.

In connection with our current exploration activities or with our prior mining operations, we may

incur environmental costs that could have a material adverse effect on our financial condition and results of operations.

to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion

of the required remedy.

governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the

environmental, health and safety impacts of prior and current operations, including operations conducted by other mining companies many

years ago at sites located on properties that we currently own or formerly owned.

These lawsuits could lead to the imposition of substantial

fines, remediation costs, penalties and other civil and criminal sanctions.

We cannot assure you that any such law, regulation, enforcement

or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows.

operations face substantial regulation of health and safety.

operations are subject to extensive and complex laws and regulations governing worker health and safety across our operating regions

and our failure to comply with applicable legal requirements can result in substantial penalties.

Future changes in applicable laws,

regulations, permits and approvals or changes in their enforcement or regulatory interpretation could substantially increase costs to

achieve compliance, lead to the revocation of existing or future exploration or mining rights or otherwise have an adverse impact on

our results of operations and financial position.

mines are inspected on a regular basis by government regulators who may issue citations and orders when they believe a violation has

occurred under local mining regulations.

If inspections result in an alleged violation, we may be subject to fines, penalties or sanctions

and our mining operations could be subject to temporary or extended closures.

addition to potential government restrictions and regulatory fines, penalties or sanctions, our ability to operate (including the effect

of any impact on our workforce) and thus, our results of operations and our financial position (including because of potential related

fines and sanctions), could be adversely affected by accidents, injuries, fatalities or events detrimental (or perceived to be detrimental)

to the health and safety of our employees, the environment or the communities in which we operate.

operations are subject to extensive environmental laws and regulations.

exploration, development, mining and processing operations are subject to extensive laws and regulations governing land use and the protection

of the environment, which generally apply to air and water quality, protection of endangered, protected or other specified species, hazardous

waste management and reclamation.

We have made, and expect to make in the future, significant expenditures to comply with such laws and

Compliance with these laws and regulations imposes substantial costs and burdens, and can cause delays in obtaining, or

failure to obtain, government permits and approvals which may adversely impact our closure processes and operations.

global attention or regulation of consumption of water by industrial activities, as well as water quality discharge, and on restricting

or prohibiting the use of cyanide and other hazardous substances in processing activities could similarly have an adverse impact on our

results of operations and financial position due to increased compliance and input costs.

prices are subject to unpredictable fluctuations.

of our revenues may come from the extraction and sale of minerals.

The price of minerals may fluctuate widely and is affected by numerous

factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations,

interest rates, global or regional consumptive patterns, speculative activities, increased production due to new extraction developments

and improved extraction and production methods and technological changes in the markets for the end products.

The effect of these factors

on the price of minerals, and therefore the economic viability of any of our exploration properties, cannot accurately be predicted.

and Currency Risks

ability to execute our business plan depends primarily on the continuation of a favorable mining environment in Brazil and our ability

to freely sell our minerals.

operations in Brazil are heavily regulated.

Any significant change in mining legislation or other changes in Brazil’s current mining

environment may slow down or alter our business prospects.

Further, countries in which we may wish to sell our mined minerals may impose

special taxes, tariffs, or otherwise place limits and controls on consumption of our mined minerals.

perception of Brazil by the international community may affect us.

political environment and its environmental policies, in particular the preservation of the Amazon rain forest, are continuously scrutinized

by the global media.

If Brazil’s situation or policies are perceived as being inadequate, we may lose the interest of investor

groups or potential buyers of our minerals, which will have a negative impact on us.

to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings and the value of some of our assets.

reporting currency is the U.S.

however, we conduct our business in Brazil utilizing the Brazilian real.

A large portion of our

operating expenses are incurred in Brazilian real.

An appreciation of the Brazilian real against the U.S.

dollar would increase our costs

dollar terms.

Our consolidated financials are directly impacted by movements in the Brazilian real to U.S.

dollar exchange rate.

not expected, Brazil may choose to adopt measures to restrict the entry of U.S.

dollars or the repatriation of capital across borders.

These measures would have a number of negative effects on us, reducing the immediately available capital that we could otherwise deploy

for investment opportunities or the payment of expenses, and the ability to repatriate any profits.

common stock price may be volatile.

market price of our common stock has been and is likely to continue to be volatile and could fluctuate in price in response to various

factors, many of which are beyond our control, including the following:

ability to grow revenues;

ability to achieve profitability;

ability to raise capital when needed;

sales of our common stock;

ability to execute our business plan;

ability to acquire additional mineral properties;

regulatory, and competitive developments;

and other external factors.

addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated

to the operating performance of particular companies.

These market fluctuations may also materially and adversely affect the market

price of our common stock.

our common stock trades on the over-the-counter (OTC) market, you may not be able to buy and sell our common stock at optimum

prices and you may face liquidity issues.

trading and quotation of our common stock on otcmarkets.com imposes,

among others, the following risks:

of quotes and order information

convertible debt securities outstanding may adversely affect the market price for our common stock.

the extent that any remaining convertible debt securities are converted into our common stock, the existing stockholder percentage

ownership will be diluted and any sales in the public market of the common stock underlying such options may adversely affect

prevailing market prices for our common stock.

A similar situation occurs if our outstanding options and warrants are exercised.

may seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing capital stock that would

dilute your ownership.

may largely finance our operations by issuing equity securities, which would materially reduce the percentage ownership of our

existing stockholders.

Furthermore, any newly issued securities could have rights, preferences, and privileges senior to those

of our existing common stock.

Moreover, any issuances by us of equity securities may be at or below the prevailing market price

of our stock and in any event may have a dilutive impact on ownership interest of existing common stockholders, which could cause

the market price of stock to decline.

We may also raise additional funds through the incurrence of debt or the issuance or sale

of other securities or instruments senior to our common shares.

The holders of any debt securities or instruments we may issue

could have rights superior to the rights of our common stockholders.

and external factors.

addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the

operating performance of any company.

These market fluctuations may also materially and adversely affect the market price of our common

stock regardless of our actual operations and the results from those operations.

is no assurance that an active, liquid and orderly trading market will develop for our common stock or what the market price of our common

stock will be and, as a result, it may be difficult for you to sell your shares of our common stock.

we became a publicly traded company in April 2012, there has been a limited public market for shares of our common stock on the OTCQB.

Until our common stock is listed on that market or a broader exchange, we anticipate

that it will remain quoted on the OTCQB.

In that venue, investors may find it difficult to obtain accurate quotations as to the market

value of our common stock.

In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed

by law on broker-dealers who sell our securities to persons other than established customers and accredited investors.

Consequently,

such regulations may deter broker-dealers from recommending or selling our common stock, which may further affect liquidity.

also make it more difficult to raise additional capital.

cannot predict the extent to which investor interest in our Company will lead to the development of a more active trading market on the

OTCQB, whether we will ever meet the initial listing standards of the Nasdaq Capital Market, NYSE American, or other similar national

securities exchange, or how liquid that market might become.

common stock is currently defined as “penny stock” and the rules imposed on the sale of the shares may affect your ability

to resell any shares you may purchase, if at all.

common stock has traded below $5 and is therefore defined as a penny stock under the Securities Exchange Act of 1934,

as amended (the Exchange Act) and rules of the SEC.

The Exchange Act and such penny stock rules generally impose

additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain

accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with a net worth in excess

of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the

broker-dealer.

For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination

for each purchaser and receive the purchasers written agreement prior to the sale.

In addition, the broker-dealer must

make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and

offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures

required by the SEC.

Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or

trade our common stock and may also affect a stockholders ability to resell any of our shares in the public markets.

common stock currently trades below $5 and is therefore defined as a “penny stock” under the Securities Exchange Act of 1934

(the “Exchange Act”).

The Exchange Act and penny stock rules generally impose additional sales practice and disclosure requirements

on broker-dealers who sell our securities.

For transactions covered by the penny stock rules, a broker-dealer must make a suitability

determination for each purchaser and receive the purchaser’s written agreement prior to the sale.

In addition, the broker-dealer

must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer

quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required

by the Commission.

Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common

stock and may consequently affect a stockholder’s ability to resell any of our shares in the public markets.

do not intend to pay regular future dividends on our common stock and thus stockholders must look to appreciation of our common stock

to realize a gain on their investments.

have never paid a dividend and we do not have any plans to pay dividends in the foreseeable future.

Our future dividend policy is within

the discretion of our Board of Directors and will depend upon various factors, including future earnings, if any, our capital requirements

and general financial condition, and other factors.

Accordingly, stockholders must look solely to appreciation of our common stock to

realize a gain on their investment.

This appreciation may not occur or may occur only over a longer timeframe.

may seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing securities that would dilute

your ownership.

may largely finance our operations by issuing equity securities, which may materially reduce the percentage ownership of our existing

stockholders.

Furthermore, any newly issued securities could have rights, preferences, and privileges senior to those of our existing

common stock.

Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in any

event may have a dilutive impact on ownership interest of existing common stockholders, which could cause the market price of our common

stock to decline.

We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities or instruments

senior to our Common Stock.

The holders of any debt securities or instruments that we may issue could have rights superior to the rights

of our common stockholders.

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

share of our Series A Preferred Stock is issued, outstanding and held since 2012 by Marc Fogassa, our Chief Executive Officer and Chairman.

The Certificate of Designations, Preferences and Rights of our Series A Convertible Preferred provides that for so long as Series A Preferred

Stock is issued and outstanding, the holders of Series A Preferred Stock shall vote together as a single class with the holders of our

common stock, with the holders of Series A Preferred Stock being entitled to 51% of the total votes on all matters regardless of the

actual number of shares of Series A Preferred Stock then outstanding, and the holders of common stock and any other class or series of

capital stock entitled to vote with the common stock being entitled to their proportional share of the remaining 49% of the total votes

based on their respective voting power.

As a result, you may have limited ability to impact our operations and activities.

Fogassa, our Chief Executive Officer and member of our Board of Directors, owns greater than 50% of the Company’s voting securities,

which will cause us to be deemed a “controlled company” under the rules of Nasdaq or NYSE.

a result of his ownership of all issued and outstanding shares of our Series A Preferred Stock, Mr.

Fogassa, our Chief Executive Officer

and member of our Board of Directors, holds more than 50% of our voting securities, and as such, we are a “controlled company” under the rules of Nasdaq

a “controlled company,” we may elect to rely on some or all of these exemptions, and we currently intend to take advantage

of all of these exemptions.

Accordingly, should the interests of Mr.

Fogassa differ from those of other stockholders, the other stockholders

may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq or NYSE corporate governance

Even if we do not avail ourselves of these exemptions, our status as a controlled company could make our common stock less

attractive to some investors or otherwise harm our stock price.

stock price may be volatile, and you could lose all or part of your investment.

The trading price of our common stock

may fluctuate substantially and will depend on several factors, including those described in this “Risk Factors” section,

many of which are beyond our control and may not be related to our operating performance.

These fluctuations could cause you to lose

all or part of your investment in our securities.

Factors that could cause fluctuations in the trading price of our common stock include:

to our industry, including demand and regulations;

to achieve commercial extraction of mineral deposits from any of our properties;

of any reserves contained within our properties, and loss of any funds spent on exploration and evaluation;

may not be able to compete successfully against current and future competitors;

pricing pressures;

ability to obtain working capital financing as required;

or departures of key personnel;

of our common stock;

ability to execute our business plan;

results that fall below expectations;

major change in our management;

in accounting standards, procedures, guidelines, interpretations or principals;

geo-political and other external factors, particularly within the country of Brazil.

addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or

disproportionate to the operating performance of those companies.

Broad market and industry factors, as well as general economic, political

and market conditions such as recessions or interest rate changes, may seriously affect the market price of our common stock, regardless

of our actual operating performance.

in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities

class action litigations have often been instituted against these companies.

Litigation of this type, if instituted against us, could

result in substantial costs and a diversion of our management’s attention and resources.

Any adverse determination in any such

litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

will experience dilution as a result of future equity offerings.

may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock.

Although no assurances can be given that we will consummate a future financing, in the event we do, or in the event we sell shares of

common stock or other securities convertible into shares of our common stock in the future, additional and potentially substantial dilution

have not paid cash dividends in the past and do not expect to pay dividends in the future.

Any return on investment will likely be limited

to the value of our common stock.

have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future.

The payment of dividends

on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as

our board of directors may consider relevant.

If we do not pay dividends, our common stock may be less valuable because a return on your

investment will only occur if our stock price appreciates.

we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, stock price appreciation, if any, will

be your sole source of gain.

currently intend to retain all of our future earnings, if any, to finance the growth and development of our business.

In addition, the

terms of any future debt agreements may preclude us from paying dividends.

As a result, appreciation, if any, in the market price of

our common stock will be your sole source of gain for the foreseeable future.

may need additional capital, and we may be unable to obtain such capital in a timely manner or on acceptable terms, or at all.

our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders or introduce covenants

that may restrict our operations or our ability to pay dividends.

grow our business and remain competitive, we may require additional capital from time to time for our daily operation.

Our ability to obtain additional capital is subject to a variety of uncertainties, including:

market position and competitiveness in our industry;

ability to prove reserves in each of our properties and, ultimately, commence commercial extraction on each of our properties;

future profitability, overall financial condition, results of operations and cash flows;

political and other conditions in the U.S., Brazil and other international jurisdictions.

may be unable to obtain additional capital in a timely manner or on acceptable terms or at all.

In addition, our future capital needs

and other business reasons could require us to sell additional equity or debt securities or obtain a credit facility.

The sale of additional

equity or equity-linked securities could dilute our stockholders.

The incurrence of indebtedness would result in increased debt service

obligations and could result in operating and financing covenants that would restrict our operations or our ability to pay dividends

to our stockholders.

existing stockholders have substantial influence over our company and their interests may not be aligned with the interests of our other

stockholders, which may discourage, delay or prevent a change in control of our company, which could deprive our stockholders of an opportunity

to receive a premium for their securities.

of the date of this Report, certain stockholders control the voting power in us, including management.

As a result, these stockholders

have substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially

all of our assets, election of directors and other significant corporate actions.

This concentration of ownership may discourage, delay

or prevent a change in our control, which could deprive our stockholders of an opportunity to receive a premium for their shares as part

of any contemplated sale of our Company and may reduce the price of our common stock.

Unresolved Staff Comments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors