What changed in this filing

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Item 1A. Risk Factors

2025-03-25 compared with 2024-04-01 · 98 added, 104 removed, 369 unchanged (35% of the section changed)

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

We have an accumulated deficit

of approximately $20,239,639 as of December 31, 2023.

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

In the report by our auditor dated April 1, 2024 the auditor expressed doubt about our ability to continue as a going

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.

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

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

While discovery of additional

While the 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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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.

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

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;

(ii) lithium prices;

extraction, processing, and transportation costs;

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

costs and possible labor strikes;

(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.

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:

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and potentially our financial viability.

The mineral and chemical processing industry is intensely competitive.

The mineral and chemical processing

industry is intensely competitive.

We may be at a competitive disadvantage because we must compete with other individuals and companies,

many of which have greater financial resources, operational experience and technical capabilities than we do.

Increased competition could

adversely affect our ability to attract necessary capital funding or acquire suitable exploration properties.

We may also encounter increasing

competition from other mineral and chemical processing companies in our efforts to locate acquisition targets, hire experienced mining

professionals and acquire exploration resources.

Our quarterly and

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

Our quarterly and annual operating

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

Our revenues, net income and results

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

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

or licensing delays and severe weather phenomena.

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 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 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;

mineral and chemical processing industry is intensely competitive.

We may be at a competitive disadvantage because we must compete with

other individuals and companies, many of which have greater financial resources, operational experience and technical capabilities than

Increased competition could adversely affect our ability to attract necessary capital funding or acquire suitable exploration

We may also encounter increasing competition from other mineral and chemical processing companies in our efforts to locate

acquisition targets, hire experienced mining professionals and acquire exploration resources.

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

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

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

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

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

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;

significantly

higher than expected construction and extraction costs;

significantly

lower than expected lithium extraction;

delays, reductions, or stoppages in lithium extraction activities;

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

significantly

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

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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 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

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or be completed within the anticipated time frame or budget.

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

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

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

operations face substantial regulation of health and safety.

operations face substantial regulations 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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Some of the factors that may cause the market price of our common stock to fluctuate include:

● fluctuations

in our quarterly financial results or the quarterly financial results of companies perceived to be similar to our company;

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

changes in market valuations of similar companies;

success of competitive service offerings or technologies;

changes 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;

changes in market valuations of similar companies;

success of competitive service offerings or technologies;

changes 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;

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;

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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general perception of us;

events or factors, including those resulting from macroeconomic conditions, geopolitical crises, outbreak of hostilities or acts of war

such as the Russian invasion of Ukraine, the Israeli-Hamas war, and Houthi rebel ship attacks in the Red Sea, incidents of terrorism,

global pandemics such as the Covid-19 pandemic, natural disasters, and similar events, as well as responses to these and similar events.

events or factors, including those resulting from macroeconomic conditions, geopolitical crises, outbreak of hostilities or acts

of war such as the Russian invasion of Ukraine, the Israeli-Hamas war, and Houthi rebel ship attacks in the Red Sea, incidents of

terrorism, global pandemics such as the Covid-19 pandemic, natural disasters, and similar events, as well as responses to these and

similar events.

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

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

over financial reporting.

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of our common stock.

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.

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

As of April 1, 2024, there were 11,375,459

shares of our common stock outstanding and 0 shares of our preferred stock issued and outstanding.

Our stock is a penny stock subject to SEC

penny stock regulations, which could restrict the trading activity and limit the ability to buy and sell our stock.

Our company's stock qualifies

as a penny stock, as defined by Rule 15g-9 of the Securities and Exchange Commission (SEC), due to its market price being below $5.00

Certificate of Incorporation authorizes the issuance of up to 100,000,000 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.

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

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

and sell our stock.

company’s stock qualifies as a penny stock, as defined by Rule 15g-9 of the Securities and Exchange Commission (SEC), due to its

market price being below $5.00 per share.

This classification subjects our stock to regulatory restrictions imposed by the SEC and FINRA.

Under SEC regulations, broker-dealers

are required to comply with additional sales practice requirements when trading penny stocks with individuals who are not established

customers or accredited investors.

These requirements include the delivery of a standardized risk disclosure document approved by the

SEC, provision of current bid and offer quotations, disclosure of broker-dealer compensation, and issuance of monthly account statements

to customers holding penny stocks.

Prior to executing a transaction involving penny stocks, broker-dealers must assess the suitability

of the investment for the purchaser and obtain written agreement from the purchaser.

Furthermore, FINRA mandates that broker-dealers must have reasonable

grounds to believe that an investment is suitable for a customer before recommending it.

This requirement necessitates gathering information

about the customer's financial status, tax status, investment objectives, and other relevant details.

FINRA's regulations regarding speculative

low-priced securities create additional hurdles for broker-dealers in recommending or trading our company's common stock.

These regulatory obligations

may diminish the level of trading activity in the secondary market for our stock, potentially limiting investors' ability to buy and sell

our stock efficiently.

Investors should be aware that these regulatory constraints on penny stock trading could impact the marketability

and liquidity of our common stock.

SEC regulations, broker-dealers are required to comply with additional sales practice requirements when trading penny stocks with individuals

who are not established customers or accredited investors.

These requirements include the delivery of a standardized risk disclosure

document approved by the SEC, provision of current bid and offer quotations, disclosure of broker-dealer compensation, and issuance of

monthly account statements to customers holding penny stocks.

Prior to executing a transaction involving penny stocks, broker-dealers

must assess the suitability of the investment for the purchaser and obtain written agreement from the purchaser.

FINRA mandates that broker-dealers must have reasonable grounds to believe that an investment is suitable for a customer before recommending

This requirement necessitates gathering information about the customer’s financial status, tax status, investment objectives,

and other relevant details.

FINRA’s regulations regarding speculative low-priced securities create additional hurdles for broker-dealers

in recommending or trading our company’s common stock.

regulatory obligations may diminish the level of trading activity in the secondary market for our stock, potentially limiting investors’

ability to buy and sell our stock efficiently.

Investors should be aware that these regulatory constraints on penny stock trading could

impact the marketability and liquidity of our common stock.

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