What changed in this filing

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Item 1A. Risk Factors

2023-03-10 compared with 2022-03-30 · 326 added, 262 removed, 5 unchanged (99% of the section changed)

A SMALLER REPORTING COMPANY, WE ARE NOT REQUIRED TO PROVIDE A STATEMENT OF RISK FACTORS.

NONETHELESS, WE ARE VOLUNTARILY PROVIDING RISK

FACTORS HEREIN.

THIS ANNUAL REPORT CONTAINS CERTAIN STATEMENTS RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF OUR COMPANY.

YOU ARE CAUTIONED THAT SUCH STATEMENTS ARE ONLY PREDICTIONS AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL EVENTS OR RESULTS MAY

DIFFER MATERIALLY.

IN EVALUATING SUCH STATEMENTS, YOU SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS IDENTIFIED IN THIS ANNUAL REPORT,

INCLUDING THE MATTERS SET FORTH BELOW, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING

INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE DECIDING

TO INVEST IN OUR COMPANY.

IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND

PROSPECTS FOR GROWTH WOULD LIKELY SUFFER.

AS A SMALLER REPORTING COMPANY, WE ARE NOT

REQUIRED TO PROVIDE A STATEMENT OF RISK FACTORS.

NONETHELESS, WE ARE VOLUNTARILY PROVIDING RISK FACTORS HEREIN.

THIS ANNUAL REPORT CONTAINS

CERTAIN STATEMENTS RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF OUR COMPANY.

YOU ARE CAUTIONED THAT SUCH STATEMENTS

ARE ONLY PREDICTIONS AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY.

IN EVALUATING SUCH

STATEMENTS, YOU SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS IDENTIFIED IN THIS ANNUAL REPORT, INCLUDING THE MATTERS SET FORTH BELOW,

WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.

AN INVESTMENT IN OUR COMMON STOCK INVOLVES

A HIGH DEGREE OF RISK.

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE DECIDING TO INVEST IN OUR COMPANY.

IF ANY OF THE

FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS FOR GROWTH WOULD LIKELY SUFFER.

AS A RESULT, YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT IN OUR COMPANY.

are a shell company and may never be able to effectuate our business plan.

a result of the Merger, the Company ceased operations and is now seeking a business combination with a private entity whose business

would present an opportunity for its shareholders.

We intend to seek, investigate and, if such investigation warrants, engage in a business

combination with a private entity whose business presents an opportunity for our shareholders.

As a shell company with limited resources

we may not be able to successfully effectuate our business plan.

There can be no assurance that we will ever achieve any revenues or

profitability.

The revenue and income potential of our proposed business and operations is unproven as the lack of operating history

makes it difficult to evaluate the future prospects of our business.

We require financing to acquire businesses and implement our business

We cannot assure you that we will be successful in obtaining financing or acquiring businesses, or in operating those acquired

businesses in a profitable manner.

expect losses in the future because we have no revenue.

we have no current revenue, we are expecting losses over the next twelve (12) months because we do not yet have any revenues to offset

the expenses associated with our business plan.

We cannot guarantee that we will ever be successful in generating revenues in the future.

We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations.

There is no history

upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance

that we will generate any operating revenues or ever achieve profitable operations.

our business plans are not successful, we may not be able to continue operations as a going concern and our stockholders may lose their

entire investment in us.

inception, we have had no revenue.

On December 31, 2021, we had an accumulated deficit of approximately $7.4 million.

These factors raise

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

We will, in all likelihood, sustain operating expenses without corresponding

revenues, at least until the consummation of a business combination.

This may result in our incurring a net operating loss that will

increase continuously until we can consummate a business combination with a profitable business opportunity.

We cannot assure you that

we can identify a suitable business opportunity and consummate a business combination.

If we cannot continue as a going concern, our

stockholders may lose their entire investment in us.

do not have any agreement for a business combination or other transaction.

have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private

or public entity.

We cannot assure you that we will successfully identify and evaluate suitable business opportunities or that we will

conclude a business combination.

Management has not identified any particular industry or specific business within an industry for evaluation.

We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that

future funds allocated to the purchase of our shares will not be invested in a company with active business operations.

success is highly dependent on the ability of management to locate and attract a suitable acquisition.

success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the

identified target company.

While business combinations with entities having established operating histories are preferred, there can

be no assurance that we will be successful in locating candidates meeting such criteria.

The decision to enter into a business combination

will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if we had

more funds available to it, would be desirable.

In the event we complete a business combination, the success of our operations will be

dependent upon management of the target company and numerous other factors beyond our control.

We cannot assure you that we will identify

a target company and consummate a business combination.

is competition for those private companies suitable for a merger or combination transaction of the type contemplated by management.

are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful

business combination.

We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures

with and acquisitions of small private and public entities.

A large number of established and well-financed entities, including small

public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates

Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than

Consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing

a business combination.

These competitive factors may reduce the likelihood of our identifying and consummating a successful business

have not conducted market research to identify business opportunities, which may affect our ability to identify a business to merge with

have neither conducted nor have others made available to us results of market research concerning prospective business opportunities.

Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us.

Our management has not

identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any

such target business or transaction will present such a level of risk that conventional private or public offerings of securities or

conventional bank financing will not be available.

There is no assurance that we will be able to acquire a business opportunity on terms

favorable to us.

Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may

act without the consent, vote or approval of our stockholders.

intends to devote only a limited amount of time to seeking a target company, which may adversely impact our ability to identify a suitable

acquisition candidate.

seeking a business combination, our sole officer and director anticipates devoting limited time to our affairs in total.

Our sole officer

has not entered into a written employment agreement with us and is not expected to do so in the foreseeable future.

This limited commitment

may adversely impact our ability to identify and consummate a successful business combination.

are dependent on the services of our sole officer to obtain capital required to implement our business plan and for identifying, investigating,

negotiating and integrating potential acquisition opportunities.

The loss of services of our sole officer could have a substantial adverse

effect on us.

The expansion of our business will be largely contingent on our ability to attract and retain highly qualified corporate

and operations level management team.

We cannot assure you that we will find suitable management personnel or will have financial resources

to attract or retain such people if found.

time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition

with the most attractive private companies.

companies that fail to comply with SEC reporting requirements may delay or preclude acquisition.

Sections 13 and 15(d) of the Exchange

Act require reporting companies to provide certain information about significant acquisitions, including audited consolidated financial

statements for the company acquired.

time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially

preclude consummation of an acquisition.

Otherwise suitable acquisition prospects that do not have or are unable to obtain the required

audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

potential acquisition or merger with a foreign company may subject us to additional risks.

we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the

United States.

These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies,

trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences.

Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation,

market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other

will need to raise additional capital to execute our business plan.

If our operations do not produce the necessary cash flow, or if we

cannot obtain needed funds, we may be forced to reduce or cease our activities with consequent loss to investors.

have a need for cash in order to pay obligations currently due in a timely manner, and to finance our business operations.

Our continued

operations will depend upon the sustainability of cash flow from our ability to raise additional funds, as required, through equity or

debt financing.

There is no assurance that we will be able to obtain additional funding when it is needed, or that such funding, if available,

will be obtainable on terms acceptable to us.

If we cannot obtain needed funds, we may be forced to reduce or cease our activities with

consequent loss to investors.

In addition, should we incur significant presently unforeseen expenses or delays, we may not be able to

accomplish our goals.

we fail to develop and maintain an effective system of internal controls, we may not be able to accurately report our financial results

or prevent fraud, as a result, current and potential shareholders could lose confidence in our financial reports, which could harm our

business and the trading price of our Common Stock.

internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud.

Section 404 of the Sarbanes-Oxley

Act of 2002 requires us to evaluate and report on our internal controls over financial reporting.

We plan to comply with Section 404

by strengthening, assessing and testing our system of internal controls to provide the basis for our report.

The process of strengthening

our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention,

especially given that we have not yet undertaken any efforts to comply with the requirements of Section 404.

We cannot be certain that

the measures we will undertake will ensure that we will maintain adequate controls over our financial processes and reporting in the

Furthermore, if we are able to rapidly grow our business, the internal controls that we will need will become more complex, and

significantly more resources will be required to ensure our internal controls remain effective.

Failure to implement required controls,

or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.

If we discover a material weakness in our internal controls, the disclosure of that fact, even if the weakness is quickly remedied, could

diminish investors’ confidence in our financial statements and harm our stock price.

In addition, non-compliance with Section 404

could subject us to a variety of administrative sanctions, including the suspension of trading, ineligibility for listing on the OTC

Markets, one of the national securities exchanges, and the inability of registered broker-dealers to make a market in our Common Stock,

which would further reduce our stock price.

principal stockholder owns a substantial interest in our voting stock and investors will not have any voice in our management, which

could result in decisions adverse to our general shareholders.

Lata beneficially owns 83% of our outstanding Common Stock.

As a result, he has and will have the ability to control substantially all

matters submitted to our stockholders for approval including:

(a) election of our Board;

(b) removal of any of our directors;

of our Articles of Incorporation or bylaws;

(d) adoption of measures that could delay or prevent a change in control or impede a merger,

takeover or other business combination involving us, or (e) other significant corporate transactions.

failure to adopt certain corporate governance procedures may prevent us from obtaining a listing on a national securities exchange.

Lata is our sole officer and director.

We have no directors that are “independent” as that term is defined in the rules of

any national securities exchange.

As a result, we do not have an audit, compensation or nominating and corporate governance committee.

The functions of such committees would perform are performed by the Board as a whole.

Consequently, there is a potential conflict of

interest in Board decisions that may adversely affect our ability to become a listed security on a national securities exchange and as

a result adversely affect the liquidity of our Common Stock.

in our shares of Common Stock is limited, and will not improve unless we increase our sales, become profitable and secure more active

market makers.

Common Stock is currently quoted on Pink tier of OTC Markets Group Inc., an over-the-counter quotation system, under the symbol “GTVI.”

However, there is currently no trading market for our Common Stock and there is no assurance that a regular trading market will ever

The trading price of our securities could be subject to wide fluctuations, in response to quarterly variations in our operating

results, announcements by us or others, developments affecting us, and other events or factors.

In addition, the stock market has experienced

extreme price and volume fluctuations in recent years.

These fluctuations have had a substantial effect on the market prices for many

companies, often unrelated to the operating performance of such companies, and may adversely affect the market prices of the securities

Such risks could have an adverse effect on the stock’s future liquidity.

may, in the future, issue additional common shares and preferred shares, convertible into common shares, which would reduce investors’

percent of ownership and may dilute our share value.

Articles of Incorporation authorizes the issuance of 201,000,000 shares of capital stock, consisting of 200,000,000 shares of Common

Stock and 1,000,000 shares of preferred stock.

The future issuance of Common Stock or shares of preferred stock convertible into Common

Stock, may result in substantial dilution in the percentage of our Common Stock held by our then existing shareholders.

any Common Stock issued in the future on an arbitrary basis.

The issuance of Common Stock for future services or acquisitions or other

corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any

trading market for our Common Stock.

do not have a class of our securities registered under Section 12 of the Exchange Act.

Until we do, or we become subject to Section 15(d)

of the Exchange Act, we will be a “voluntary filer.”

are not currently required under Section 13 or Section 15(d) of the Exchange Act to file periodic reports with the SEC.

We have in the

past voluntarily elected to file some or all of these reports to ensure that sufficient information about us is publicly available to

our stockholders and potential investors.

Until we become subject to the reporting requirements under the Exchange Act, we are a “voluntary

filer” and we are currently considered a non-reporting issuer under the Exchange Act.

We will not be required to file reports under

Section 13(a) or 15(d) of the Exchange Act until the earlier to occur of:

(i) our registration of a class of securities under Section

12 of the Exchange Act, which would be required if we list a class of securities on a national securities exchange or if we meet the

size requirements set forth in Section 12(g) of the Exchange Act, or which we may voluntarily elect to undertake at an earlier date;

or (ii) the effectiveness of a registration statement under the Securities Act relating to our Common Stock.

Until we become subject

to the reporting requirements under either Section 13(a) or 15(d) of the Exchange Act, we are not subject to the SEC’s proxy rules,

and large holders of our capital stock will not be subject to beneficial ownership reporting requirements under Sections 13 or 16 of

the Exchange Act and their related rules.

As a result, our stockholders and potential investors may not have available to them as much

or as robust information as they may have if and when we become subject to those requirements.

In addition, if we do not register under

Section 12 of the Exchange Act, and remain a “voluntary filer”, we could cease filing annual, quarterly or current reports

under the Exchange Act.

common shares are subject to the “penny stock” rules of the SEC, and the trading market in our securities is limited, which

makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity

security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain

Risks Related to Capital Structure

The Common Stock is currently quoted on the Pink

tier of OTC Markets Group Inc., an over-the-counter quotation system, under the symbol “GTVI.” There is, however, currently

no trading market for the Common Stock and there is no assurance that a regular trading market will ever develop.

The trading price of

the Company’s securities could be subject to wide fluctuations, in response to quarterly variations in its operating results, announcements

by the Company or others, developments affecting it, and other events or factors.

In addition, the stock market has experienced extreme

price and volume fluctuations in recent years.

These fluctuations have had a substantial effect on the market prices for many companies,

often unrelated to the operating performance of such companies, and may adversely affect the market prices of the securities Such risks

could have an adverse effect on the stock’s future liquidity.

If our business plan is not successful,

the Company may not be able to continue operations as a going concern and shareholders may lose their entire investment in the Company.

As discussed in the notes to the Company’s

financial statements included in this Report, as of December 31, 2022, since inception the Company has incurred cumulative losses of $7,430,676

and as of December 31, 2022, had a working capital deficiency of $177,761 which may cast significant doubt regarding the Company’s

ability to continue as a going concern.

The Company does not generate material cash flows from operations and accordingly, the Company

will need to raise additional funds through future issuance of securities.

Although the Company has been successful in raising funds in

the past, there can be no assurance the Company will be able to raise sufficient funds in the future, in which case the Company may be

unable to meet its obligations as they come due in the normal course of business.

The Company has not determined whether any of its properties

contain mineral reserves that are economically recoverable.

It is not possible to predict whether financing efforts will be successful

or if the Company will attain a profitable level of operations.

Should the Company be unable to realize its assets and discharge its liabilities

in the normal course of business, the net realizable value of its assets may be materially less than the amounts on the statement of financial

If the Company fails to raise sufficient capital,

it will have to explore other financing activities to provide it with the liquidity and capital resources to meet its working capital

requirements and to make capital investments in connection with ongoing operations.

The Company cannot give assurance that it will be

able to secure the necessary capital when needed.

The Company’s independent auditor included an explanatory paragraph on the financial

statements emphasizing to the readers of the audit report that there is substantial doubt about the Company's ability to continue as a

going concern.

The Company’s ability to continue as a going concern is dependent upon it being able to generate cash flow sufficient

to fund operations and reducing operating expenses.

The Company’s business plans may not be successful in addressing cash flow issues.

If the Company cannot continue as a going concern, its shareholders may lose their entire investment in it.

You may experience dilution of your ownership

interests because of the future issuance of additional shares of Common Stock or other securities that are convertible into or exercisable

for Common Stock or preferred stock.

In the future, the Company may issue authorized

but previously unissued equity securities, resulting in the dilution of the ownership interests of present stockholders.

is authorized to issue an aggregate of 500,000,000 shares of Common Stock and 10,000,000 shares of preferred stock.

Additional shares

of Common Stock or other securities that are convertible into or exercisable for Common Stock may be issued in connection with hiring

or retaining employees, future acquisitions, future sales of securities for capital raising purposes, or for other business purposes.

future issuance of any such additional shares of Common Stock may create downward pressure on the trading price of Common Stock.

The Company does

not have a class of securities registered under Section 12 of the Exchange Act.

Until it does, or the Company becomes subject to Section

15(d) of the Exchange Act, it will be a “voluntary filer.”

The Company is not currently

required under Section 13 or Section 15(d) of the Exchange Act to file periodic reports with the SEC.

It has in the past voluntarily elected

to file some or all of these reports to ensure that sufficient information about it is publicly available to its stockholders and potential

Until the Company becomes subject to the reporting requirements under the Exchange Act, it is a “voluntary filer”

and is currently considered a non-reporting issuer under the Exchange Act.

The Company will not be required to file reports under Section

13(a) or 15(d) of the Exchange Act until the earlier to occur of:

(i) the registration of a class of securities under Section 12 of the

Exchange Act, which would be required if the Company lists a class of securities on a national securities exchange or if it meets the

size requirements set forth in Section 12(g) of the Exchange Act, or which it may voluntarily elect to undertake at an earlier date;

(ii) the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “ Securities Act ”)

relating to Common Stock.

Until the Company becomes subject to the reporting requirements under either Section 13(a) or 15(d) of the Exchange

Act, it is not subject to the SEC’s proxy rules, and large holders of its capital stock will not be subject to beneficial ownership

reporting requirements under Sections 13 or 16 of the Exchange Act and their related rules.

As a result, the Company’s stockholders

and potential investors may not have available to them as much or as robust information as they may have if and when it becomes subject

to those requirements.

In addition, if the Company does not register under Section 12 of the Exchange Act, and remain a “voluntary

filer”, it could cease filing annual, quarterly or current reports under the Exchange Act.

Share of Common

Stock are subject to the “penny stock” rules of the SEC, and the trading market in the Company’s securities is limited,

which makes transactions in its stock cumbersome and may reduce the value of an investment in its stock.

Rule 15g-9 under the

Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to the Company, as any equity security

that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.

For any transaction involving a penny stock, unless exempt, the rules require:

(a) that a broker or dealer approve a person’s

account for transactions in penny stocks;

and (b) the broker or dealer receive from the investor a written agreement to the transaction,

setting forth the identity and quantity of the penny stock to be purchased.

order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

(a) obtain financial information

and investment experience objectives of the person;

and (b) make a reasonable determination that the transactions in penny stocks are

suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the

risks of transactions in penny stocks.

broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to

the penny stock market, which, in highlight form:

(a) that a broker or dealer approve a person’s account

for transactions in penny stocks;

and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting

forth the identity and quantity of the penny stock to be purchased.

In order to approve a

person’s account for transactions in penny stocks, the broker or dealer must:

(a) obtain financial information and investment experience

objectives of the person;

and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and

the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny

The broker or dealer

must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock

market, which, in highlight form:

(a) sets forth the basis on which the broker or dealer made the suitability determination;

and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers

may be less willing to execute transactions in securities subject to the “penny stock” rules.

This may make it more difficult

for investors to dispose of our common shares and cause a decline in the market value of our stock.

also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions

payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies

available to an investor in cases of fraud in penny stock transactions.

Finally, monthly statements have to be sent disclosing recent

price information for the penny stock held in the account and information on the limited market in penny stocks.

we do not intend to pay any cash dividends on our Common Stock, our stockholders will not be able to receive a return on their shares

the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing

to execute transactions in securities subject to the “penny stock” rules.

This may make it more difficult for investors to

dispose of shares of Common Stock and may cause a decline in the market value of the Company’s stock.

Disclosure also has to

be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable

to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available

to an investor in cases of fraud in penny stock transactions.

Finally, monthly statements have to be sent disclosing recent price information

for the penny stock held in the account and information on the limited market in penny stocks.

Because the Company

does not intend to pay any cash dividends on share of Common Stock, its stockholders will not be able to receive a return on their shares

unless they sell them.

intend to retain any future earnings to finance the development and expansion of our business.

We do not anticipate paying any cash dividends

on our Common Stock in the foreseeable future.

Unless we pay dividends, our stockholders will not be able to receive a return on their

shares unless they sell them.

We cannot assure you that you will be able to sell shares when you desire to do so.

The Company intends to

retain any future earnings to finance the development and expansion of its business.

The Company does not anticipate paying any cash dividends

on share of Common Stock in the foreseeable future.

Unless the Company pays dividends, its stockholders will not be able to receive a

return on their shares unless they sell them.

The Company cannot assure its stockholders that they will be able to sell shares when they

desire to do so.

The Company’s principal stockholders

and management own a significant percentage of Common Stock and will be able to exercise significant influence over matters subject to

stockholder approval.

As of January 23,

2023, the Company’s executive officers, directors and principal stockholders, together with its other affiliates, owned approximately

85.9% of the issued and outstanding Common Stock.

Accordingly, these stockholders will be

able to exert a significant degree of influence over the management and affairs of the Company and over matters requiring stockholder

approval, including the election of the directors and approval of significant corporate transactions.

This concentration of ownership

could have the effect of entrenching Company management or the Board, delaying or preventing a change in control or otherwise discouraging

a potential acquirer from attempting to obtain control of the Company, which in turn could have a material and adverse effect on the fair

market value of Common Stock.

Risks Associated with Mining

It is uncertain that the Company’s

mineral properties contain any proven or probable reserve, nor can the Company provide such assurance, but its business is highly dependent

on the existence of the mineral property.

As all the Company’s mineral properties

are in the exploration stage, there is no assurance that it can establish the existence of any mineral reserves on any of its properties

in commercially exploitable quantities.

Until the Company can do so, it cannot earn any revenues from operations and if it does not do

so, it will lose all of the funds that were expended on exploration.

If the Company does not discover any mineral reserves in a commercially

exploitable quantity, its business could fail.

The Company has not established that its mineral

properties contain any proven or probable reserves, nor can there be any assurance that it will be able to do so.

If the Company fails

to establish any proven or probable reserve, the business could fail.

Due to the speculative characteristics of

the mine exploration business, there is substantial risk that the Company will not find sufficient commercially exploitable minerals and

fail in its business.

The Company cannot evaluate its success rate on

the CuMo Project.

The search for valuable minerals as a business is perilous.

The Company may not find commercially exploitable mineral

reserves or other valuable minerals in its mineral property.

Exploration for minerals is a speculative venture necessarily involving substantial

The expenditure to be made by the Company on exploration programs may not result in the discovery of commercial quantities of ore.

The likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays encountered in

the exploration of the mineral properties the Company plans to undertake.

Issues such as unusual or unexpected formations and other conditions

are involved in mineral exploration and often result in unsuccessful exploration efforts.

In such a case, the Company would need help

to complete its business plan.

Due to the inherent dangers involved in mineral exploration, the business may incur liability or damages.

Even if the Company does eventually discover

a mineral reserve on one or more of its properties, there can be no assurance that it will be able to develop such properties into producing

mines and extract those resources.

Both mineral exploration and development involve a high degree of risk and few properties which are

explored are ultimately developed into producing mines.

The commercial viability of an established mineral

deposit will depend on several factors, including, by way of example, the size, grade, and other attributes of the mineral deposit, the

proximity of the resource to infrastructures such as a smelter or processing facilities, power, and water, roads and a point for shipping,

available workforce, government regulation, successful permitting, proximity to markets and consumers, and market prices.

Most of these

factors will be beyond the Company’s control, and any of them could increase costs and make extraction of any identified mineral

resource unprofitable.

The Company cannot provide any assurance

about financing for additional exploration.

If its exploration costs are higher than anticipated, the Company may only be able to complete

the exploration program with additional financing.

The Company is proceeding with exploration on

its CuMo property.

The exploration program outlines the budget for completion of the program but there is no assurance that actual costs

will not exceed the budgeted costs.

Factors that could cause actual costs to exceed budgeted costs include increased prices due to competition

for personnel and supplies during the exploration season, unanticipated problems in completing the exploration program and delays due

to weather or other factors experienced in completing the exploration program.

Increases in exploration costs could result in the Company

not being able to carry out its exploration program without additional financing.

There is no assurance that the Company would be able

to obtain additional financing in this event.

If the Company cannot raise sufficient capital

after it establishes the existence of a mineral resource on any of its properties in a commercially exploitable quantity, it will not

be able to exploit the resource, thus the business could fail.

If the Company discovers mineral resources in

commercially exploitable quantities on any of its properties, it will then be required to expend substantial sums of money to explore

and fully establish the extent of the resources and reserves, develop processes to extract it, and develop extraction and processing facilities

and infrastructure.

Although the Company may derive substantial benefits from the discovery of a significant deposit, there can be no

assurance that such a resource or reserve will be large enough to justify commercial operations, nor can there be any assurance that the

Company will be able to raise the funds required for the development on a timely basis.

The business may not succeed if the Company cannot

extend the necessary capital or complete the required facilities and infrastructure.

Mineral exploration and development are

subject to extraordinary operating risks.

The Company does not currently insure against these risks.

In the event of a cave-in or similar

occurrence, its liability may exceed its resources, which would have an adverse impact on the business.

Mineral exploration, development, and production

involve many risks that even a combination of experience, knowledge and careful evaluation may be unable to overcome.

The Company’s

operations will be subject to all the geological, technical, and operating hazards and risks in exploring mineral resources.

If the Company

discovers a mineral resource in commercially exploitable quantity, its operations would be subject to the hazards and risks inherent in

the development and production of resources, including liability for pollution, cave-ins, or similar dangers against which it cannot fully

insure or against which it may elect not to insure.

Any such event could result in work stoppages and property damage, including damage

to the environment.

The Company does not currently maintain any insurance coverage against these operating hazards.

The payment of any

liabilities arising from such occurrences may have a material adverse impact on the business.

Mineral prices are subject to dramatic and

unpredictable fluctuations.

The Company expects to derive revenues from the

sale of its mineral resource properties or from the extraction and sale of molybdenum, silver, copper, and rhenium, and associated minerals.

The price of those commodities has fluctuated widely in recent years.

It is affected by numerous factors beyond the Company’s control,

including international, economic, and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global

or regional consumptive patterns, speculative activities, and increased production due to new extraction developments and improved extraction

and production methods.

The effect of these factors on the price of base and precious metals, and therefore the economic viability of

any of the Company’s exploration properties and projects, cannot accurately be predicted.

The unpredictable inclement weather may

restrict mineral exploration and cause delay or impact on the Company’s mining progress.

Access to the mineral property may be restricted

between November and April of each year because the period between these months can sometimes feature heavy snow cover, extreme cold,

and high winds, which makes it difficult, if not impossible, to carry out exploration and other activities.

Visits, tests, and explorations

of the mineral property can only be attempted when weather permits such activities.

These limitations can result in significant delays

in the exploration, mining, and production of commercial minerals.

Such delays can cause the business to fail.

Risks Related to Regulatory and Permitting

Requirements in the Industry the Company Operates

Mineral operations are subject to applicable

law and government regulation.

Even if the Company discovers a mineral resource in a commercially exploitable quantity, applicable laws

and regulations could restrict or prohibit the exploitation of that mineral resource.

Both mineral exploration and extraction require

permits from various federal, state, provincial and local governmental authorities and are governed by laws and regulations, including

those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health,

waste disposal, toxic substances, land use, environmental protection, mine safety and other matters.

There can be no assurance that the

Company will be able to obtain or maintain any of the permits or bonds required for the continued exploration of its mineral properties

or for the construction and operation of a mine on its properties at economically viable costs.

The Company cannot ensure that all its business

activities will continue to comply with all material laws and regulations because there may be changes to applicable laws and regulations,

and it may not be able to comply with such changes.

Further, there is no assurance that the Company will be able to obtain or maintain

all permits or bonds necessary for its future operations or that it will be able to obtain them on reasonable terms.

To the extent such

approvals are required and are not accepted, the Company may be delayed or prohibited from proceeding with the planned exploration or

development of its mineral properties.

If the Company is prevented from exploiting any mineral resource that it discovers by a failure

to comply with applicable laws and regulations or obtain or to maintain any required permits, the business could fail.

Exploration development and exploitation

activities are subject to comprehensive regulation and permitting, which may cause substantial delays or require capital outlays in excess

of what is currently anticipated, causing a material adverse effect on the business.

Exploration, development, and exploitation activities

are subject to federal, provincial, state, and local laws, regulations, and policies, including laws regulating permitting, bonding, and

the removal of natural resources from the ground and the discharge of materials into the environment.

Exploration, development, and exploitation

activities are also subject to federal, provincial, state, and local laws and regulations which seek to maintain health and safety standards

by regulating the design and use of drilling methods and equipment and other operational activities.

Environmental and other legal standards imposed

by federal, provincial, state, or local authorities may be changed, and any such changes may prevent the Company from conducting planned

activities or increase its costs of doing so, which could have material adverse effects on the business.

Moreover, compliance with such

laws may cause substantial delays or require capital outlays in excess of those currently anticipated, thus causing a material adverse

effect on the business.

Additionally, the Company may be subject to liability for pollution or other environmental damages that it may

not be able to, or elect not to, insure against due to prohibitive premium costs and other reasons.

Any laws, regulations, or policies

of any government body or regulatory agency may be changed, applied, or interpreted that could materially alter and negatively affect

the Company’s ability to carry on the business.

The Company depends on its senior management

team, and the loss of one or more key employees or an inability to attract and retain highly skilled employees could adversely affect

the business.

The Company’s success depends on the skills,

experience, and performance of its Chief Executive Officer, Steven Rudofsky, and other key employees.

The effort of the Chief Executive

Officer will be important as the Company continues to develop and expand its commercial activities.

The loss or incapacity of existing

members of the executive management team could negatively impact the Company’s operations if it experiences difficulties in hiring

qualified successors.

Qualified employees periodically are in great demand and may be unavailable in the time frame required to satisfy

business requirements.

Expansion of the business could require the Company to employ additional personnel.

There can be no assurance that

the Company will be able to attract and retain sufficient numbers of skilled employees in the future.

The loss of personnel or inability

to hire or retain sufficient personnel at competitive rates could impair the growth of the business.

The Company also relies on its leadership team

in the areas of finance, marketing, services, and general and administrative functions, and on sales.

From time to time, there may be

changes in the executive management team resulting from the hiring or departure of executives, which could disrupt the business.

In addition, in making employment decision, job

candidates often consider the value of the equity awards they are to receive in connection with their employment.

Volatility in the price

of Common Stock might, therefore, adversely affect the Company’s ability to attract or retain highly skilled personnel.

the requirement to expense certain stock awards might discourage the Company from granting the size or type of stock awards that job candidates

require to join.

If the Company fails to attract new personnel or fail to retain and motivate its current personnel, the business and

its future growth prospects could be severely harmed.

UNRESOLVED STAFF COMMENTS

do not currently own or rent any property.

LEGAL PROCEEDINGS.

have no knowledge of any material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary,

involved as a plaintiff or defendant in any material proceeding or pending litigation.

MINE SAFETY DISCLOSURES.

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