What changed in this filing

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Item 1A. Risk Factors

2023-04-21 compared with 2022-03-31 · 490 added, 203 removed, 82 unchanged (89% of the section changed)

ITEM 1A - RISK FACTORS

An investment in our securities is subject to

numerous risks, including the Risk Factors described below.

Our business, operating results or financial condition could be materially

adversely affected by any of the following risks.

The risks described below are not the only ones we face.

Additional risks we are not

presently aware of or that we currently believe are immaterial may also materially affect our business.

In such case, we may not be able

to proceed with our planned operations and your investment may be lost entirely.

The trading price of our common stock could decline due

to any of these risks.

In assessing these risks, you should also refer to the other information contained or incorporated by reference

in this Form 10-K, including our consolidated financial statements.

An investment in our securities should only be acquired by persons

who can afford to lose their entire investment without adversely affecting their standard of living or financial security.

We have a limited operating history and may not be able to achieve

financial or operational success.

We were founded in March 2007, initiated our first

operating business in October 2009, exited from our first operating business in March 2013, and acquired another operating business in

January 2014, which we modified, sold certain operating assets and retained others.

Our current focus in the renewable energy sector will

rely heavily on our management teams market knowledge.

We management does have operating history with respect to this new corporate direction

we have to identify, acquire and operate a new line of business.

As a result, we may not be able to achieve sustained financial or operational

success, given the risks, uncertainties, expenses, delays and difficulties associated with an early-stage business in an evolving market.

Our growth strategy includes acquisitions that entail significant

execution, integration and operational risks.

We are pursuing a growth strategy based in part

on acquisitions, with the objective of creating a combined company that we believe can achieve increased cost savings and operating efficiencies

through economies of scale especially in the integration of administrative services.

We will seek to make additional acquisitions in the

future to increase our revenue.

This growth strategy involves significant risks.

There is significant competition for acquisition targets in our markets.

Consequently, we may not be able to identify suitable acquisitions

or may have difficulty finding attractive businesses for acquisition at reasonable prices.

If we are unable to identify future acquisition

opportunities, reach agreement with such third parties or obtain the financing necessary to make such acquisitions, we could lose market

share to competitors who are able to make such acquisitions.

are unable to develop and market new offerings or fail to predict or respond to emerging trends, our revenue and any profitability will

success will depend on our management team’s implementation of their new business plan and the success of the initial key renewal

energy projects.

The volatility of natural resources may also affect the viability of projects.

We depend on key management, product management, technical

and marketing personnel for success.

Our success and future growth depend, to a

significant degree, on the skills and continued services of our management team, including Andrew Boutsikakis, our President and

Chief Executive Officer, and Pat Avery, our Chief Operating Officer.

Our success also depends on our ability to identify, hire and

retain skilled and qualified technical and marketing personnel in a highly competitive employment market.

As we develop and acquire

new projects and services, we will need to hire additional employees.

Our inability to attract and retain well-qualified managerial,

and technical personnel may have a negative effect on our business, operating results and financial

We will be required additional funding, and such funding

may not be available on acceptable terms or at all.

We will seek additional funding, however due to

a number of factors beyond our expectations or control, including a shortfall in revenue, increased expenses, a need for working capital

for growth, increased investment in capital equipment or the acquisition of businesses, services or technologies.

The required funding

may not be available on acceptable terms, or at all.

If we are unable to obtain sufficient funding, our business would be harmed.

if we were able to find outside funding sources, we might be required to issue securities in a transaction that could be highly dilutive

to our investors or we may be required to issue securities with greater rights than the securities we have outstanding today.

be required to take other actions that could lessen the value of our common stock, including borrowing money on terms that are not favorable

If we are unable to generate or raise capital that is sufficient to fund our operations, we may be required to curtail operations,

reduce our services, defer or cancel expansion or acquisition plans or cease operations in certain jurisdictions or completely.

If we cannot execute on our renewable energy strategy.

Our strategy is based upon leveraging our core

competencies in the renewable energy space and relationships with certain land surveyors and mineral distributors and refiners.

competitive, we need to locate, develop, or otherwise provide, sought after minerals and service offerings that are accepted by the market

and establish third-party relationships necessary to develop and commercialize such product and service offerings.

We are exploring new

businesses to enter, and new products and services to offer, however, the complexities and structures of these new businesses could create

conflicting priorities, constrain limited resources, and negatively impact our core businesses.

We may use our financial resources and

managements’ time and focus to invest in other companies’ offerings in the renewable energy sector, or we may seek to grow

businesses organically.

We may enter into joint ventures through which we may expand our offerings.

Litigation, arbitration, mediation, regulatory

actions, investigations or other legal proceedings could result in material rulings, decisions, settlements, fines, penalties or publicity

that could adversely affect our business, financial condition and results of operations.

Our industry has in the past been, and may in

the future continue to be, party to class actions, regulatory actions, investigations, arbitration, mediation and other legal proceedings.

The outcome of such proceedings is often difficult to assess or quantify.

Plaintiffs, regulatory bodies or other parties may seek very

large or indeterminate amounts of money from us or substantial restrictions on our business activities, and the results, including the

magnitude, of lawsuits, actions, settlements, decisions and investigations may remain unknown for substantial periods of time.

to defend, settle or otherwise finalize lawsuits, regulatory actions, investigations, arbitrations, mediations or other legal proceedings

may be significant and such proceedings may divert management’s time.

In addition, there may be adverse publicity associated with

any such developments that could decrease consumer acceptance of our products and services.

As a result, litigation, arbitration, mediation,

regulatory actions or investigations involving us may adversely affect our business, financial condition and results of operations.

We are subject to substantial federal, state,

local and foreign laws and government regulation specific to our business.

Our business is subject to federal, state, local

and foreign laws and government regulation, including those relating to federal and state laws around rare earths and the

renewable energy sector, The application of existing laws and regulations, changes in laws or enactment of new laws and regulations, that

apply, or may in the future apply, to our current or future products or services, changes in governmental authorities’ interpretation

of the application of various government regulations to our business, or the failure or inability to gain and retain required permits

and approvals could materially and adversely affect our business.

In addition, many jurisdictions require us to

obtain certain licenses in connection with the operations of our businesses.

There can be no assurance that we will be granted all necessary

licenses or permits in the future, that current licenses or permits will be renewed or that regulators will not revoke current licenses

Given the unique nature of our business and new products and services we may develop or acquire in the future, the application

of various laws and regulations to our business is uncertain.

Further, as governmental and regulatory scrutiny and action with regard

to many aspects of our business increase, we expect that our costs of complying with the applicable legal requirements may increase, perhaps

substantially.

Failure to comply with these laws and regulations

could result in, among other things, revocation of required licenses or permits, loss of approved status, termination of contracts, administrative

enforcement actions and fines, class action lawsuits, cease and desist orders and civil and criminal liability.

The occurrence of one

or more of these events, as well as the increased cost of compliance, could materially adversely affect our business, financial condition

and results of operations.

If we cannot manage our growth effectively,

we could experience a material adverse effect on our business, financial condition and results of operations.

As we begin to scale our business we may make

errors in predicting and reacting to relevant business trends, which could have a material adverse effect on our business, financial condition

and results of operations-

This growth may place significant demands on our

operational, financial and administrative infrastructure and our management.

As our operations grow in size, scope and complexity, we

anticipate the need to integrate, as appropriate, and improve and upgrade our systems and infrastructure, both those relating to providing

attractive and efficient consumer products and services and those relating to our administration and internal systems, processes and controls.

This integration and expansion of our administration, processes, systems and infrastructure may require us to commit and will continue

to cause us to commit, substantial financial, operational and technical resources to managing our business.

Managing our growth will require significant expenditures

and allocation of valuable management and operational resources.

If we fail to achieve the necessary level of efficiency in our organization,

including otherwise effectively growing our business lines, our business, operating results and financial condition could be harmed.

We may not have the ability to pay interest

on our Notes, to repurchase the convertible notes upon a fundamental change or to settle conversions of the Notes, as may be required.

If a fundamental change occurs under the indenture

governing our notes, holders of the notes may require us to repurchase, for cash, all or a portion of their notes.

In addition, upon satisfaction

of certain conversion conditions (including conditions outside of our control, such as market price or trading price) and proper conversion

of the Notes by a holder, we will be required to make cash payments.

Depending on the amount and timing of the payment requirements, we

may not have been able to meet all of the obligations relating to Note conversions, which could have had a material adverse effect.

Further, if we fail to pay interest on, carry

out the fundamental change repurchase obligations relating to, or make payments (including cash) upon conversion of, the notes, we will

be in default under the indenture governing the Notes.

A default under the indenture or the fundamental change itself could also lead

to a default under agreements governing our existing and future indebtedness.

If the repayment of indebtedness were to be accelerated,

including after any applicable notice or grace periods, we may not, among other things, have sufficient funds to repay indebtedness or

pay interest on, carry out our repurchase obligations relating to, or make cash payments upon conversion of, the notes.

Conversion of our convertible notes into common

stock will result in additional dilution to our stockholders.

Upon satisfaction of certain conversion conditions

(including conditions outside of our control, such as market price or trading price) and proper conversion of the Notes by a holder, we

may be required to deliver shares of our common stock to a converting holder.

If additional shares of our common stock are issued due

to conversion of some or all of the outstanding Notes, the ownership interests of existing stockholders will be diluted.

sales in the public market of any shares of common stock issued upon conversion or hedging or arbitrage trading activity that develops

due to the potential conversion of the Notes could adversely affect prevailing market prices of our common stock.

Our business can be adversely affected by severe

weather, natural disasters and other events beyond our control, such as earthquakes, fires, power failures, telecommunication loss and

terrorist attacks.

A catastrophic

event that results in the destruction or disruption of any of our critical business or information technology systems could harm our

ability to conduct normal business operations and our operating results.

While we have taken steps to protect the security of critical

business processes and systems and have established certain back-up systems and disaster recovery procedures, any disruptions, whether

due to inadequate back-up or disaster recovery planning, failures of information technology systems, interruptions in the communications

network, or other factors, could seriously harm our business, financial condition and results of operations.

Risks Related to our Securities

Since our common stock is thinly traded it

is more susceptible to extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.

Risk Factors.

You should carefully consider the risks described

below, together with all the other information in this Annual Report.

If any of the following risks occur, our business, financial condition

and results of operations could be seriously harmed, and you could lose all or part of your investment.

Further, if we fail to meet the

expectations of the public market in any given period, the market price of our common stock could decline.

We operate in a competitive

environment that involves significant risks and uncertainties, some of which are outside of our control.

If any of these risks actually

occurs, our business and financial condition could suffer and the price of our stock could decline.

We caution you that the risks, uncertainties

and other factors referred to below and elsewhere in our Annual Report may not contain all the risks, uncertainties, and other factors

that may affect our future results and operations.

Our future results and operations could also be affected by factors, events, or uncertainties

that are not presently known to us or that we currently do not consider to present a material risk.

It is not possible for our management

to predict all risks.

Business Risks

Our future performance is difficult to evaluate

because we have a limited operating history in the lithium industry.

We entered the lithium industry in November 2021.

We have not realized any revenues to date from the sale of lithium, and our operating cash flow needs have been financed primarily through

issuances of debt and equity securities, and not through cash flows derived from our operations.

As a result, we have little historical

financial and operating information from our lithium business to help you evaluate our performance.

We have a history of losses and expect to

continue to incur losses in the future.

We have an accumulated deficit of approximately

$17,854,837 as of December 31, 2022.

We expect to continue to incur losses unless and until such time as our projects or one of our future

acquired properties enters into commercial production and generates sufficient revenues to fund continuing operations and we are able

to develop at least one economic deposit.

We recognize that if we are unable to generate cash flows from our operations, we will not be

able to earn profits or continue operations.

At this early stage of our lithium operations, we also expect to face the risks, uncertainties,

expenses and difficulties encountered by companies at the mineral exploration stage.

We cannot be sure that we will be successful in addressing

these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.

There is uncertainty regarding our ability to implement our business

plan and to grow our operations with our existing financial resources without additional financing.

Our ability to implement our business

plan is dependent on us generating cash from operations, the sale of our stock and/or obtaining debt financing.

Historically, we have

funded our operations primarily through the issuance of debt and equity securities.

Management’s plan to fund our capital requirements

and ongoing operations include the generation of revenue from our lithium operations and projects.

Management’s secondary plan to

cover any shortfall is selling our equity securities, and obtaining debt financing, 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

We are an exploration stage company, and

there is no guarantee that our development will result in the commercial extraction of mineral deposits.

As defined under Regulation S-K 1300, we are an

exploration stage company as we have no known mineral reserves, and we have not yet conducted any mining operations.

Accordingly, we cannot

assure you that we will ever realize any profits.

Any profitability in the future from our business will be dependent upon the development

of an economic deposit of minerals and further exploration and development of other economic deposits of minerals, each of which is subject

to numerous risk factors.

Further, we cannot assure you that any of our property interests can be commercially mined or that any exploration

programs will result in profitable commercial mining operations.

The exploration and development of mineral deposits involves a high degree

of financial risk over a significant period of time, which may or may not be reduced or eliminated through a combination of careful evaluation,

experience, and skilled management.

While discovery of additional ore-bearing deposits may result in substantial rewards, few properties

that are explored are ultimately developed into producing mines.

Major expenses may be required to construct processing facilities and

to establish reserves.

Our exploration prospects may not contain any

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

We do not know with certainty that economically recoverable lithium

exists 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.

Exploration and development projects like ours

have no operating history upon which to base estimates of future operating costs and capital requirements.

Actual operating costs and

economic returns of any and 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 affected.

We face numerous risks related to exploration,

construction, and extraction of mineral deposits.

Our level of profitability, if any, in future

years will depend to a great degree on lithium prices and whether our properties can be brought into production.

Exploration and development

of lithium resources are highly speculative in nature, and it is impossible to ensure that any of our existing properties will establish

Whether it will be economically feasible to extract lithium 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;

(ii) lithium prices;

(iii) extraction,

processing, and transportation costs;

(iv) the willingness of lenders and investors to provide project financing;

(v) labor costs and

possible labor strikes;

(vi) non-issuance of permits;

and, (vii) 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.

We are also subject to the risks normally encountered

in the lithium industry, which include, without limitation:

● the discovery of unusual or unexpected geological

● accidental fires, floods, earthquakes, severe

weather, seismic activity, or other natural disasters;

● unplanned power outages and water shortages;

● construction delays and higher than expected

capital costs due to, among other things, supply chain disruptions, higher transportation costs, and inflation;

● the ability to obtain suitable or adequate machinery,

equipment, or labor;

● shortages in materials or equipment and energy

and electrical power supply interruptions or rationing;

● environmental liability;

● other unknown risks involved in the conduct of

lithium exploration and operations.

The 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, competitive position, and potentially our financial viability.

Our long-term success will depend ultimately

on our ability to generate revenues, achieve and maintain profitability, and develop positive cash flows from our lithium activities.

Our ability to (i) acquire additional lithium

and, (ii) initiate and continue exploration, development, commissioning of lithium ultimately depends on our ability to generate

revenues, achieve and maintain profitability, and generate positive cash flow from our operations.

The economic viability of our future

extraction activities has many risks and uncertainties including, but not limited to:

● significant, prolonged decrease in the market

price of lithium;

● significantly higher than expected construction

and extraction costs;

● significantly lower than expected lithium extraction;

● significant delays, reductions, or stoppages

in lithium extraction activities;

● significant shortages of adequate and skilled

labor or a significant increase in labor costs;

● significantly more stringent regulatory laws

and regulations;

● significant difficulty in marketing and/or selling

lithium or lithium hydroxide;

It is common for a new lithium extraction operation

to experience unexpected costs, problems, and delays during construction, commissioning and start-up.

Most similar projects suffer delays

during these periods due to numerous factors, including the factors listed above.

Any of these factors could result in changes to economic

returns or cash flow estimates of the project or have other negative impacts on our financial position.

There is no assurance that our

projects will commence commercial production on schedule, or at all, or will result in profitable operations.

If we are unable to develop

our projects into a commercial operating mine, our business and financial condition will be materially adversely affected.

Moreover, even

if a feasibility study supports a commercially viable project, there are many additional factors that could impact the project’s

development, including terms and availability of financing, cost overruns, litigation or administrative appeals concerning the project,

delays in development, and any permitting changes, among other factors.

Our future lithium extraction activities may change

as a result of any one or more of these risks and uncertainties.

We cannot assure you that any of our activities will result in achieving

and maintaining profitability and developing positive cash flows.

We 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 meet our

liquidity needs and long-term commitments, fund our ongoing operations, execute our business plan or pursue investments that we may rely

on for future growth.

Until commercial production is achieved from our

planned projects, we will continue to incur operating and investing net cash outflows associated with including, but not limited to, maintaining

and acquiring exploration properties, undertaking exploration activities, and the development of our planned projects.

As a result, we

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

We require additional capital to

meet our liquidity needs related to expenses for our various corporate activities, including the costs related to our status as a publicly

traded company, fund our ongoing operations, explore and define lithium mineralization, and establish any future lithium operations.

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

To finance our future ongoing operations, and

future capital needs, we may require additional funds through the issuance of additional equity or debt securities.

Depending on the type

and terms of any financing we pursue, stockholders’ rights and the value of their investment in our common stock could be reduced.

Any additional equity financing will dilute shareholdings.

If the issuance of new securities results in diminished rights to holders of

our common stock, the market price of our common stock could be negatively impacted.

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 stockholders until the debt is paid.

Interest on such debt securities

would increase costs and negatively impact operating results.

If 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.

These circumstances may

require us to reduce the scope of our operations and scale back our exploration, development and extraction programs.

There is, however,

no guarantee that we will be able to secure any additional funding or be able to secure funding to provide us with sufficient funds to

meet our objectives, which may adversely affect our business and financial position.

We are dependent upon key management employees.

The responsibility of overseeing the day-to-day

operations and the strategic management of our business depends substantially on our senior management and key personnel.

such personnel may have an adverse effect on our performance.

The success of our operations will depend upon numerous factors, many of

which, in part, are beyond our control, including our ability to attract and retain additional key personnel in sales, marketing, technical

support, and finance.

Certain areas in which we operate are highly competitive and competition for qualified personnel is significant.

We may be unable to hire suitable field personnel for our technical team or there may be periods of time where a particular position remains

vacant while a suitable replacement is identified and appointed.

We may not be successful in attracting and retaining the personnel required

to grow and operate our business profitably.

Our ability to manage growth will have an

impact on our business, financial condition, and results of operations.

Future growth may place strains on our financial,

technical, operational, and administrative resources and cause us to rely more on project partners and independent contractors, thus,

potentially adversely affecting our financial position and results of operations.

Our ability to grow will depend on a number of factors,

including, but not limited to:

● our ability to develop existing prospects;

● our ability to identify and acquire or lease

new exploratory prospects;

● our ability to maintain or enter into new relationships

with project partners and independent contractors;

● our ability to continue to retain and attract

skilled personnel;

● our access to capital;

● the market price for lithium products;

● our ability to enter into agreements for the

sale of lithium products.

Lawsuits may be filed against us and an

adverse ruling in any such lawsuit may adversely affect our business, financial condition, or liquidity or the market price of our common

We may become involved in, named as a party to,

or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings, and legal actions relating to personal

injuries, property damage, property taxes, land rights, the environment, and contract disputes.

For additional information, refer to Part

I, Item 3, “Legal Proceedings” .

The outcome of future legal proceedings cannot

be predicted with certainty and may be determined adversely to us and as a result, could have a material adverse effect on our assets,

liabilities, business, financial condition, or results of operations.

Even if we prevail in any such legal proceeding, the proceedings

could be costly, time-consuming, and may divert the attention of management and key personnel from our business operations, which could

adversely affect our financial condition.

Our business is subject to cybersecurity

Our operations depend on effective and secure

information technology systems.

Threats to information technology systems, such as cyberattacks and cyber incidents, continue to increase.

Cybersecurity risks include, but are not limited to, malicious software, attempts to gain unauthorized access to our data and the unauthorized

release, corruption or loss of our data and personal information, as well as interruptions in communication and operations.

It is possible

that our business, financial, and other systems could be compromised, which could go unnoticed for a prolonged period of time.

not experienced a material breach of our information technologies.

Nevertheless, we continue to take steps to mitigate these risks by

employing a variety of measures, including employee training, technical security controls, and maintenance of backup and protective systems.

Despite these mitigation efforts, cybersecurity attacks and other threats exist and continue to increase, any of which could have a material

adverse effect on our business, results of operations, financial condition, and cash flows.

Regulatory and Industry Risks

We will be required to obtain governmental

permits and approvals in order to conduct development and extraction operations, a process that is often costly and time-consuming.

is no certainty that all necessary permits and approvals for our planned operations will be granted.

We are required to obtain and renew governmental permits and approvals

for our exploration and development activities and, prior to extracting any mineralization we discover, we will be required to obtain

additional governmental permits and approvals that we do not currently possess.

Obtaining and renewing any of these governmental permits

is a complex, time consuming and uncertain process involving numerous jurisdictions, public hearings, and possibly costly undertakings.

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

of approval requirements administered by the applicable governmental authority.

We may not be able to obtain or renew permits

or approvals that are necessary to our planned operations, or we may discover that the cost and time required to obtain or renew such

permits and approvals exceeds our expectations.

Any unexpected delays, costs or conditions associated with the governmental approval process

could delay our planned exploration, development and extraction operations, which in turn could materially adversely affect our prospects,

revenues, and profitability.

In addition, our prospects may be adversely affected by the revocation or suspension of permits or by changes

in the scope or conditions to use of any permits obtained.

Private parties, such as environmental activist

organizations, frequently attempt to intervene in the permitting process to persuade regulators to deny necessary permits or seek to overturn

permits that have been issued.

These third-party actions can materially increase the costs, 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

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.

Compliance 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, land development, and land reclamation, and 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.

We may incur environmental

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

Any failure to remedy an environmental

problem could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy.

Moreover, 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.

These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties, and other

civil and criminal sanctions, as well as reputational harm, including damage to our relationships with customers, suppliers, investors,

governments or other stakeholders.

Such laws, regulations, enforcement, or private claims may have a material adverse effect on our financial

condition, results of operations, or cash flows.

Lithium prices are subject to unpredictable

fluctuations.

We expect to derive revenues, if any, from the

extraction and sale of lithium.

The prices of lithium may fluctuate widely and are 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 prices of lithium and lithium

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

Changes in technology or other developments

could adversely affect demand for lithium compounds or result in preferences for substitute products.

Lithium and its derivatives are preferred raw

materials for certain industrial applications, such as rechargeable batteries.

For example, current and future high energy density batteries

for use in electric vehicles will rely on lithium compounds as a critical input.

The pace of advancements in current battery technologies,

development and adoption of new battery technologies that rely on inputs other than lithium compounds, or a delay in the development and

adoption of future high nickel battery technologies that utilize lithium could significantly impact our prospects and future revenues.

Many materials and technologies are being researched and developed with the goal of making batteries lighter, more efficient, faster charging,

and less expensive, some of which could be less reliant on lithium or other lithium compounds.

Some of these technologies, such as commercialized

battery technologies that use no, or significantly less, lithium compounds, could be successful and could adversely affect demand for

lithium batteries in personal electronics, electric and hybrid vehicles, and other applications.

We cannot predict which new technologies

may ultimately prove to be commercially viable and on what time horizon.

In addition, alternatives to industrial applications dependent

on lithium compounds may become more economically attractive as global commodity prices shift.

Any of these events could adversely affect

demand for and market prices of lithium, thereby resulting in a material adverse effect on the economic feasibility of extracting any

mineralization we discover and reducing or eliminating any reserves we identify.

Our operations may be further disrupted,

and our financial results may be adversely affected by the novel coronavirus pandemic.

The COVID-19 pandemic has the potential to continue

to pose a material risk to our business and operations.

If a significant portion of our workforce or consultants become unable to work

or travel to our operations due to illness or state or federal government restrictions (including travel restrictions and “shelter-in-place”

and similar orders restricting certain activities that may be issued or extended by authorities), we may be forced to reduce or suspend

our exploration and development activities.

The COVID-19 pandemic had a broad impact globally and may materially affect us economically,

although progress has been made in the development and distribution of vaccines.

The scope and duration of COVID-19’s economic impact

may be difficult to assess or predict, but COVID-19 has negatively impacted global economic conditions, which, in turn, could adversely

affect our business, results of operations and financial condition.

In addition, a recession or market correction resulting from COVID-19

could materially affect our business and the value of our common stock.

It is not possible to estimate the full and complete impact that

COVID-19 could have on our business, results of operations and financial condition.

The extent to which the COVID-19 pandemic will impact

our financial condition will depend on future developments that are highly uncertain and cannot be predicted, including new government

actions or restrictions, new information that may emerge concerning the severity, longevity and impact of the COVID-19 pandemic on economic

As of December 31, 2022, the effects from the

COVID-19 pandemic have not had a material impact on our financial results or operations.

However, the effects from the COVID-19 pandemic

could have a material impact on our operations, and we will continue to closely monitor the COVID-19 situation.

An escalation of the current war in Ukraine,

generalized conflict in Europe, or the emergence of conflict elsewhere, may adversely affect our business.

An escalation of the current war in Ukraine, generalized

conflict in Europe, or the emergence of conflict elsewhere may adversely affect our business if the U.S.

capital markets become risk averse

for a prolonged period of time, and/or there is a general slowdown in the global economy.

Risks Related to an Investment in Our Common

Since our common stock is thinly traded

it is more susceptible to extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.

Since our common stock is thinly traded, its trading

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are currently quoted on the OTC Pink and, further, are subject to the penny stock regulations.

Price fluctuations in such shares are particularly

volatile and subject to manipulation by market-makers, short-sellers and option traders.

Our common stock may be considered “penny

Price fluctuations in such shares are

particularly volatile and subject to manipulation by market-makers, short-sellers and option traders.

Our common stock is be considered a “penny

stock”, further reducing its liquidity.

Our common stock may be considered “penny

Our common stock is considered a “penny

stock”, which will further reduce the liquidity of our common stock.

Our common stock is likely to fall under the definition of

“penny stock,” trading in the common stock is limited because broker-dealers are required to provide their customers with

disclosure documents prior to allowing them to participate in transactions involving the common stock.

These disclosure requirements are

burdensome to broker-dealers and may discourage them from allowing their customers to participate in transactions involving our common

stock, thereby further reducing the liquidity of our common stock.

As a “penny stock,” trading in the common stock

is limited because broker-dealers are required to provide their customers with disclosure documents prior to allowing them to participate

in transactions involving the common stock.

These disclosure requirements are burdensome to broker-dealers and may discourage them from

allowing their customers to participate in transactions involving our common stock, thereby further reducing the liquidity of our common

“Penny stocks” are equity securities

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deliver a written statement to such customer setting forth the basis for this determination.

Investors should not anticipate receiving cash

dividends on our common stock, thereby depriving investors of yield on their investment.

So long as our Common Stock is subject to

the SEC’s penny stock rules, it make be difficult for broker-dealers to complete customer transactions and could adversely affect

trading activity in our securities.

Under the SEC penny stock rules, broker-dealers

who recommend such securities to persons other than institutional accredited investors must:

make a special written suitability determination for the purchaser;

receive the purchaser’s prior written agreement to the transaction;

● provide the purchaser with risk disclosure documents which

identify certain risks associated with investing in penny stocks and which describe the market for these penny stocks as well

as a purchaser’s legal remedies; and

● obtain a signed and dated acknowledgment from the purchaser

demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a penny stock

can be completed.

When complying with these rules, broker-dealers

may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected.

Investors should not anticipate receiving

cash dividends on our common stock, thereby depriving investors of yield on their investment.

We have never declared or paid any cash dividends

40 unchanged sentences

stock available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock.

Our Certificate of Incorporation authorizes the issuance

of up to 600,000,000 shares of our common stock and up to 10,000,000 shares of preferred stock.

The common stock and the preferred stock

can be issued by the Board of Directors, without stockholder approval.

As of March 29, 2022, there were 385,568,143 shares of our common

stock outstanding.

Further, as of March 29, 2022, there were convertible notes outstanding that can be converted into approximately 114

million shares of our common stock.

ITEM 1B - UNRESOLVED STAFF COMMENTS

ITEM 2 - PROPERTIES

The Company’s address is 3275 S.

Jones Blvd, Suite 104, Las Vegas, NV 89146.

ITEM 3 - LEGAL PROCEEDINGS

There are no material legal proceedings to which

the Company or any of its subsidiaries is a party or of which any of their property is the subject.

ITEM 4 - MINE SAFETY DISCLOSURES

Not applicable

Our Certificate of Incorporation authorizes the

issuance of up to 4,500,000,000 shares of our common stock, and up to 10,000,000 shares of preferred stock.

The common stock and the preferred

stock can be issued by the Board of Directors, without stockholder approval.

As of April 19, 2023, there were 3,319,240,740 shares of

our common stock outstanding.

Further, as of April 19, 2023, there were 50,000 shares of our Series A Preferred Stock issued and outstanding.

We currently have outstanding shares of

preferred stock that have special rights that could limit our ability to undertake corporate transactions, inhibit potential changes of

control and reduce the proceeds available to our common stockholders in the event of a change in control.

We currently have Common Stock and preferred stock

Our preferred stockholders have special rights that holders of our Common Stock do not have.

Currently, we have 50,000 shares

of Series A Preferred Stock issued and outstanding.

An example of special rights that holders of our Series A Preferred Stock have is

the ability to vote on all matters submitted to holders of Common Stock with voting rights equal to sixty percent (60%) of all of the

issued and outstanding shares of Common Stock.

That effectively gives the holder of our Series A shares majority voting control over all

matters submitted to a vote of the holders of Common Stock.

All shares of Series A Preferred shares will automatically convert into shares

of Common Stock upon the earlier of either (a) the effectiveness of a Registration Statement under the Securities Act of 1933;

12-months from the issuance of the Series A Preferred Stock, at a ratio equal to the purchase prices per share of the Series A Preferred

divided by $0.005.

A further result of the rights afforded our Series

A Preferred Stock is that we may not be able to undertake certain corporate transactions, including equity or debt transactions necessary

to raise sufficient capital to run our business, change of control transactions or other transactions that may be beneficial to our businesses.

The holdings of the Series A Preferred Shares may discourage, delay, or prevent a merger, acquisition, or other change in control of that

stockholders may consider favorable, including transactions in which our common stockholders might otherwise receive a premium for their

The market price of our Common Stock could be adversely affected by the rights of our preferred stockholders.

Our Common Stock has historically experienced

low trading volume on the OTC Pink, and therefore the price may not accurately reflect our value.

There can be no assurance that an active

market for our Common Stock will develop, either now or in the future .

Our shares of Common Stock have been thinly traded

on the OTC Pink.

Only a small percentage of our Common Stock is available to be traded and is held by a small number of holders and the

price, if traded, may not reflect our actual or perceived value.

There can be no assurance that there will be an active market for our

shares of Common Stock either now or in the future.

The market liquidity will be dependent on the perception of our operating business,

among other things.

We will take certain steps that may include any or all of investor awareness campaigns, press releases, road shows

and conferences to increase awareness of our business and any steps that we might take to bring us to the awareness of investors may require

that we compensate consultants with cash and/or stock.

In addition, the trading volume of stocks quoted

on the OTC Pink is often low and is often characterized by wide fluctuations in trading prices due to many factors that may have little

to do with a company’s operations or business prospects.

Because our Common Stock is only quoted on the OTC Pink, trading is only

possible through broker-dealers, and the trading volume of our Common Stock has been low.

Because we are quoted on the OTC Pink and were

not a privately-held company, you may experience difficulty liquidating your investment in our Common Stock or liquidating it at a price

that reflects the value of our business.

As a result, holders of our securities may not find purchasers for our securities should they

desire to sell them.

Accordingly, our securities should be purchased only by investors having no need for liquidity in their investment

and who can hold our securities for an indefinite period of time.

There is substantial doubt about our ability

to continue as a going concern.

Our independent registered public accounting firm

has included an explanatory paragraph in their report in our audited financial statements for the fiscal year ended December 31, 2022

to the effect that our losses from operations and our negative cash flows from operations raise substantial doubt about our ability to

continue as a going concern.

Our financial statements do not include any adjustments that might be necessary should we be unable to continue

as a going concern within one year after the date that the financial statements are issued.

We may be required to cease operations which

could result in our stockholders losing all or almost all of their investment.

The market price of our Common Stock may

be volatile and may fluctuate in a way that is disproportionate to our operating performance.

Our stock price may experience substantial volatility

as a result of a number of factors, including:

sales or potential sales of substantial amounts of our Common Stock;

the success of competitive products or technologies;

announcements about us or about our competitors, including new product introductions and commercial results;

the recruitment or departure of key personnel;

litigation and other developments;

actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;

variations in our financial results or those of companies that are perceived to be similar to us; and

general economic, industry and market conditions.

Many of these factors are beyond our control.

The stock markets in general, and the market for companies whose shares are quoted on the OTC Pink in particular have historically experienced

extreme price and volume fluctuations.

These fluctuations often have been unrelated or disproportionate to the operating performance of

these companies.

Broad market and industry factors could reduce the market price of our Common Stock, regardless of our actual operating

Sales of our common stock, or the perception

that such sales may occur, could depress the price of our common stock.

Sales of a substantial number of shares of our

common stock in the public market, or the perception that such sales may occur, could depress the market price of our common stock.

have filed a registration statement registering under the Securities Act the shares of our common stock reserved for issuance under our

Stock Incentive Plan, including shares issuable upon exercise of outstanding options.

These shares can be freely sold in the public market

upon issuance, subject to volume limitations applicable to affiliates.

Further, as opportunities present themselves, we may enter into

financing or similar arrangements in the future, including the issuance of debt or equity securities.

If we issue common stock or securities

convertible into our common stock, our common stockholders would experience additional dilution and, as a result, the price of our common

stock may decline.

Unresolved Staff Comments.

The Company’s address is 500 West Putnam

Avenue, Suite 400, Greenwich, Connecticut, 06830.

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