What changed in this filing

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Item 1A. Risk Factors

2026-03-19 compared with 2025-03-25 · 290 added, 132 removed, 335 unchanged (56% of the section changed)

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It is not possible for our management to predict all risks.

future performance is difficult to evaluate because we have a limited operating history in the lithium industry.

future performance is difficult to evaluate because we have a limited operating history in the lithium and magnesium industry.

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 not realized any revenues to date from the sale of lithium or magnesium, 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 and magnesium business

to help you evaluate our performance.

have a history of losses and expect to continue to incur losses in the future.

have an accumulated deficit of approximately $24,546,557 as of December 31, 2024.

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.

In the report by our auditor dated March 25, 2025 the auditor expressed doubt about

our ability to continue as a going concern.

have an accumulated deficit of $30,957,121 as of December 31, 2025.

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 and

magnesium 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.

In the report by our auditor dated March 19, 2026,

the auditor expressed substantial doubt about our ability to continue as a going concern.

is uncertainty regarding our ability to implement our business plan and to grow our operations with our existing financial resources

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Management’s plan to fund our capital requirements and ongoing operations includes 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 resources.

from our lithium and magnesium 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 resources.

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

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be reduced or eliminated through a combination of careful evaluation, experience, and skilled management.

While the discovery of additional

While discovery of additional

ore-bearing deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines.

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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.

certainty that economically recoverable lithium and magnesium 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

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

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and accordingly, our financial condition, results of operations, and cash flows may be negatively affected.

may be exposed to certain regulatory and financial risks related to climate change.

concerns about climate change may result in the imposition of additional regulations or restrictions to which we may become subject.

Climate changes include changes in rainfall and in storm patterns and intensities, water shortages, significantly changing sea levels

and increasing atmospheric and water temperatures, among others.

A number of governments or governmental bodies have introduced or are

contemplating regulatory changes in response to climate change, including regulating greenhouse gas emissions and the SEC’s recently

adopted rules that require public companies to make additional climate change and greenhouse gas emissions related disclosures.

additional U.S.

federal regulation will be forthcoming with respect to greenhouse gas emissions (including carbon dioxide) and/or legislation

that could impact our operations.

outcome of new legislation or regulation in the United States may result in new or additional requirements, additional charges to fund

energy efficiency activities and fees or restrictions on certain activities.

While certain climate change initiatives may result in new

business opportunities for us by increasing the demand for EVs and lithium-ion batteries, compliance with these initiatives may also

result in additional costs to us, including, among other things, increased production costs, additional taxes, reduced emission allowances

or additional restrictions on production or operations.

Adopted future climate change regulations could also negatively impact our ability

to compete with companies situated in areas not subject to such limitations.

Even without such regulation, increased public awareness

and adverse publicity about potential impacts on climate change emanating from us or our industry could harm us.

We may not be able to

recover the cost of compliance, depending on the extent and scope of new or more stringent laws and regulations, which could adversely

affect our business and negatively impact our growth.

Furthermore, the potential impact of climate change and related regulation on our

customers is highly uncertain and there can be no assurance that it will not have an adverse effect on our financial condition and results

of operations.

presence of lithium and magnesium recorded in brine waters at previously drilled Paradox Basin sites may not be indicative of the potential

for future development or revenue.

historical presence of lithium and magnesium recorded in brine waters from existing oil and gas wells encompassed under our Paradox Basin

claims, including the Superior 88-21 Peterson Federal ST1 well, cannot be relied upon as an indication that such sites will have commercially

feasible lithium and magnesium reserves.

Investors should not rely on historical operations as an indication that sufficient mineral

reserves exist to support commercial production of lithium and magnesium.

There is no assurance that our properties will be of merit

since our exploration programs are based on historical data.

We expect to incur losses unless and until such time as the properties enter

into commercial production and generate sufficient revenue to fund our continuing operations.

face numerous risks related to exploration, construction, and extraction of mineral deposits.

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 reserves.

Whether it will be economically feasible to extract lithium depends on a number

of factors, including, but not limited to:

(i) the particular attributes of the deposit, such as size, grade, and proximity to infrastructure;

level of profitability, if any, in future years will depend to a great degree on lithium and magnesium prices and whether our properties

can be brought into production.

Exploration and development of lithium and magnesium resources are highly speculative in nature, and

it is impossible to ensure that any of our existing properties will establish reserves.

Whether it will be economically feasible to extract

lithium and magnesium depends on a number of factors, including, but not limited to:

(i) 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;

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.

are also subject to the risks normally encountered in the lithium industry, which include, without limitation:

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.

are also subject to the risks normally encountered in the lithium and magnesium industry, which include, without limitation:

discovery of unusual or unexpected geological formations;

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environmental

unknown risks involved in the conduct of lithium exploration and operations.

unknown risks involved in the conduct of lithium and magnesium exploration and operations.

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

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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.

ability to (i) acquire additional lithium projects, 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

The economic viability of our future extraction activities has many risks and uncertainties including, but not limited to:

prolonged decrease in the market price of lithium;

cash flows from our lithium and magnesium activities.

ability to (i) acquire additional lithium and magnesium projects, and (ii) initiate and continue exploration, development, commissioning

of lithium and magnesium 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:

prolonged decrease in the market price of lithium and magnesium;

significantly

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significantly

lower than expected lithium extraction;

delays, reductions, or stoppages in lithium extraction activities;

lower than expected lithium and magnesium extraction;

delays, reductions, or stoppages in lithium and magnesium extraction activities;

shortages of adequate and skilled labor or a significant increase in labor costs;

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more stringent regulatory laws and regulations;

difficulty in marketing and/or selling lithium or lithium hydroxide;

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.

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.

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.

difficulty in marketing and/or selling lithium or magnesium;

is common for a new lithium and magnesium 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

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

future lithium and magnesium extraction activities may change as a result of any one or more of these risks and uncertainties.

assure you that any of our activities will result in achieving and maintaining profitability and developing positive cash flows.

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

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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.

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

related to our status as a publicly traded company, fund our ongoing operations, explore and define lithium and magnesium mineralization,

and establish any future lithium and magnesium operations.

We cannot assure you that such additional funding will be available to us

on satisfactory terms, or at all.

finance our future ongoing operations, and future capital needs, we may require additional funds through the issuance of additional equity

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access to capital;

market price for lithium products;

ability to enter into agreements for the sale of lithium products.

market price for lithium and magnesium products;

ability to enter into agreements for the sale of lithium and magnesium products.

may be filed against us and an adverse ruling in any such lawsuit may adversely affect our business, financial condition, or liquidity

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and legal actions relating to personal injuries, property damage, property taxes, land rights, the environment, and contract disputes.

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

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.

success as a company producing lithium and related products depends to a great extent on our research and development capabilities for

direct lithium extraction and our ability to secure capital for the implementation of brine processing plants.

success as a producer of lithium and related products is dependent on our ability to develop and implement more efficient production

capabilities based on mineral rich brine and implementation of direct lithium extraction (DLE) technologies, which while having the potential

to significantly increase the supply of lithium from brine projects, the technology for DLE remains subject to many questions.

of DLE technologies are emerging and being tested at scale, with a handful of projects already in commercial construction.

However, there

remain challenges around scalability and water consumption/ brine reinjection.

We expect to make significant investment in research and

development of the DLE process, and we will need to continue to invest heavily to scale our manufacturing to ultimately producing sufficient

amounts of lithium.

We cannot assure you that our future product research and development projects and financing efforts will be successful

or be completed within the anticipated time frame or budget.

There is no guarantee we will achieve anticipated sales target in a profitable

In addition, we cannot assure you that our existing or potential competitors will not develop products which are similar or superior

to our products or are more competitively priced.

As it is often difficult to project the time frame for developing new products and

the duration of market window for these products, there is a substantial risk that we may have to abandon a potential product that is

no longer commercially viable, even after we have invested significant resources in the development of such product and our facilities.

If we fail in our product launching efforts, our business, prospects, financial condition and results of operations may be materially

and adversely affected.

success as a company producing lithium, magnesium and related products depends to a great extent on our research

and development capabilities for direct lithium extraction and our ability to secure capital for the implementation

of brine processing plants.

success as a producer of lithium, magnesium and related products is dependent on our ability to develop and implement more efficient

production capabilities based on mineral rich brine and implementation of direct lithium extraction (DLE) technologies, which while having

the potential to significantly increase the supply of lithium and magnesium from brine projects, the technology for DLE remains subject

to many questions.

A number of DLE technologies are emerging and being tested at scale, with a handful of projects already in commercial

construction.

However, there remain challenges around scalability and water consumption/ brine reinjection.

We expect to make significant

investment in research and development of the DLE process, and we will need to continue to invest heavily to scale our manufacturing

to ultimately producing sufficient amounts of lithium and magnesium.

We cannot assure you that our future product research and development

projects and financing efforts will be successful or be completed within the anticipated time frame or budget.

There is no guarantee

we will achieve anticipated sales target or in a profitable manner.

In addition, we cannot assure you that our existing or potential

competitors will not develop products which are similar or superior to our products or are more competitively priced.

As it is often

difficult to project the time frame for developing new products and the duration of market window for these products, there is a substantial

risk that we may have to abandon a potential product that is no longer commercially viable, even after we have invested significant resources

in the development of such product and our facilities.

If we fail in our product launching efforts, our business, prospects, financial

condition and results of operations may be materially and adversely affected.

development of non-lithium battery technologies could adversely affect us.

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no, or significantly less, lithium could materially and adversely impact our prospects and future revenues.

and magnesium prices are subject to unpredictable fluctuations.

expect to derive revenues, if any, from the extraction and sale of lithium and magnesium.

The prices of lithium and magnesium 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, magnesium and byproducts and therefore the economic viability

of any of our exploration properties, cannot accurately be predicted.

in technology or other developments could adversely affect demand for lithium and magnesium compounds or result in preferences for substitute

magnesium and its derivatives are preferred raw materials for certain industrial applications, such as rechargeable batteries.

current and future high energy density batteries for use in electric vehicles will rely on lithium compounds as a critical input.

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 may discover and reducing or eliminating any reserves

we may identify.

business is subject to cybersecurity risks.

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

operations face substantial regulations of health and safety.

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

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a material adverse effect on our financial condition, results of operations, or cash flows.

prices are subject to unpredictable fluctuations.

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.

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

and magnesium prices are subject to unpredictable fluctuations.

expect to derive revenues, if any, from the extraction and sale of lithium and magnesium.

The prices of lithium and magnesium 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, magnesium and byproducts, and therefore the economic viability

of any of our exploration properties, cannot accurately be predicted.

in technology or other developments could adversely affect demand for lithium and magnesium compounds or result in preferences for substitute

and its derivatives are preferred raw materials for certain industrial applications, such as rechargeable batteries.

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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.

In addition, alternatives to industrial applications dependent on lithium and magnesium 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 and magnesium, 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.

reclamation and exploration restoration requirements may be burdensome and costly.

reclamation and exploration restoration requirements are generally imposed on mineral exploration companies, such as ours, which require

us, among other things, to minimize the effects of land disturbance.

Such requirements may include controlling the discharge of potentially

dangerous effluents from a site and restoring a site’s landscape to its pre-exploration form.

The actual costs of reclamation and

exploration restoration requirements are uncertain and planned expenditures may differ from the actual expenditures required.

the amount that we are required to spend could be materially higher than any current or future estimates.

Any additional amounts required

to be spent on reclamation and exploration restoration may have a material adverse effect on our financial performance, financial position

and results of operations and may cause us to alter our operations.

Should we develop an operating mine, we will also be required to

reclaim and restore future mining operations once the mine has closed.

Such amounts may be significant and could have a material adverse

effect on our financial performance, financial position and results of operations and may cause us to alter our operations.

also may be required to maintain financial assurances, such as letters of credit, to secure reclamation obligations under certain laws

and regulations.

The failure to acquire, maintain or renew such financial assurances could subject us to fines and penalties or suspension

of our operations.

Letters of credit or other forms of financial assurance may represent only a portion of the total amount of money

that will be spent on reclamation over the life of a mine’s operation.

Although we expect to include liabilities for estimated

reclamation, exploration restoration, and mine closure costs in our financial statements, it may be necessary to spend more than what

we projected to fund required reclamation, exploration restoration and mine closure activities.

Related to an Investment in Our Common Stock

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in estimates of our financial results or recommendations by securities analysts;

of our business to achieve or maintain market acceptance in the lithium industry;

of our business to achieve or maintain market acceptance in the lithium and magnesium industry;

in market valuations of similar companies;

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in market valuations of similar companies;

of competitive service offerings or technologies;

in our capital structure, such as future issuances of securities or the incurrence of debt;

announcements

by us or our competitors of significant services, contracts, acquisitions, or strategic alliances;

developments in the United States, foreign countries, or both;

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similar events.

addition, if the market for lithium and technology sector stocks or the stock market in general experiences a loss of investor confidence,

the trading price of our common stock could decline for reasons unrelated to our business, financial condition, or results of operations.

If any of the foregoing occurs, it could cause our stock price to fall and may expose us to class action lawsuits that, even if unsuccessful,

could be costly to defend and a distraction to management.

addition, if the market for lithium and magnesium and technology sector stocks or the stock market in general experiences a loss of investor

confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition, or results

of operations.

If any of the foregoing occurs, it could cause our stock price to fall and may expose us to class action lawsuits that,

even if unsuccessful, could be costly to defend and a distraction to management.

may experience substantial dilution in the future.

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executive officers and directors currently own or control 44.1% of our outstanding shares of common stock.

If these stockholders act

together, they will be able to exert significant control over our management and affairs requiring stockholder approval, including approval

of significant corporate transactions.

This concentration of ownership may have the effect of delaying or preventing a change in control

and might adversely affect the market price of our common stock.

This concentration of ownership may not be in the best interests of

all of our stockholders.

stockholders act together, they will be able to exert significant control over our management and affairs requiring stockholder approval,

including approval of significant corporate transactions.

This concentration of ownership may have the effect of delaying or preventing

a change in control and might adversely affect the market price of our common stock.

This concentration of ownership may not be in the

best interests of all of our stockholders.

do not expect to declare any dividends in the foreseeable future.

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of the Sarbanes-Oxley Act of 2002 requires our company to evaluate the effectiveness of our internal control over financial reporting

as of the end of each year, and to include a management report assessing the effectiveness of our internal control over financial reporting

in each annual report on Form 10-K.

have identified that our disclosure controls and procedures were not effective and that material weaknesses exist in our internal control

as of the end of each year, and to include a management report assessing the effectiveness of our internal control over financial

reporting in each annual report on Form 10-K.

have identified our disclosure controls and procedures were not effective and that material weaknesses exist in our internal control

over financial reporting.

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The common stock and the preferred stock can be issued by the Board of Directors without stockholder approval.

March 25, 2025, there were 2,586,982 shares of our common stock outstanding and 0 shares of our preferred stock issued and outstanding.

of March 19, 2026, there were 3,727,085 shares of our common stock outstanding and 0 shares of our preferred stock issued and

securities or industry analysts do not publish research or reports, or publish unfavorable research or reports about our business, our

stock price and trading volume may decline.

trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us,

our business, our markets and our competitors.

We do not control these analysts.

If securities analysts do not cover our common stock,

the lack of research coverage may adversely affect the market price of our common stock.

Further, if one or more of the analysts who

do cover us downgrade our stock or if those analysts issue other unfavorable commentary about us or our business, our stock price would

likely decline.

If one or more of these analysts cease coverage of us or fails to regularly publish reports on us, we could lose visibility

in the market and interest in our stock could decrease, which in turn could cause our stock price or trading volume to decline and may

also impair our ability to develop our business.

sales and issuances of our common stock could result in additional dilution of the percentage ownership of our stockholders and could

cause our share price to fall.

expect that significant additional capital will be needed in the future to continue our planned operations, including hiring new personnel,

developing our properties, and continuing activities as an operating public company.

To the extent we raise additional capital by issuing

equity securities, our stockholders may experience substantial dilution.

We may sell common stock, convertible securities or other equity

securities in one or more transactions at prices and in a manner we determine from time to time.

If we sell common stock, convertible

securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales.

may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders.

may be at risk of securities class action litigation.

If we face such litigation, it could result in substantial costs and a diversion

of management’s attention and resources, which could harm our business and results in a decline in the market price of our common

reporting obligations of being a public company in the U.S.

are expensive and time-consuming, and our management will be required to

devote substantial time to compliance matters.

a publicly traded company we incur significant additional legal, accounting and other expenses.

The obligations of being a public company

require significant expenditures and place significant demands on our management and other personnel, including costs resulting

from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance

practices, including those under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act.

rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over

financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement,

monitor and maintain compliance with.

Moreover, despite recent reforms made possible by the JOBS Act, the reporting requirements,

rules, and regulations will make some activities more time-consuming and costly, particularly after we are a “smaller reporting

company.” Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all

of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation

or being delisted, among other potential problems.

Certificate of Incorporation and Bylaws and Delaware law may have anti-takeover effects that could discourage, delay or prevent a change

in control, which may cause our stock price to decline.

Certificate of Incorporation and Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing

such a transaction would be beneficial to our stockholders.

We are authorized to issue up to 10 million shares of preferred stock.

preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors

without further action by stockholders.

The terms of any series of preferred stock may include voting rights (including the right to

vote as a series on particular matters), preferences as to dividend, liquidation, conversion and redemption rights and sinking fund provisions.

The issuance of any preferred stock could materially adversely affect the rights of the holders of our common stock, and therefore, reduce

the value of our common stock.

In particular, specific rights granted to future holders of preferred stock could be used to restrict

our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management.

of our Certificate of Incorporation and our Bylaws and Delaware law also could have the effect of discouraging potential acquisition

proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable.

Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management.

In particular, our Certificate

of Incorporation and Bylaws and Delaware law, as applicable, among other things:

the board of directors with the ability to alter our Bylaws without stockholder approval;

limitations on the removal of directors;

that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.

stock is a penny stock subject to SEC penny stock regulations, which could restrict the trading activity and limit the ability to buy

20 unchanged sentences

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