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Item 1A. Risk Factors

2024-02-01 compared with 2015-05-07 · 99 added, 267 removed, 68 unchanged (84% of the section changed)

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Risks Associated with Our Business

The possession, cultivation and distribution of marijuana may under certain circumstances lead to prosecution under United States federal law, which may cause our business to fail.

Our planned medical marihuana (“

MMJ ”) business is structured to comply with the Canadian Medical Marihuana Purposes Regulations (“

MMPR ”), which permits the sale of medical marihuana in Canada under federal

In the United Sates, 23 states, including our state of incorporation, Nevada, have approved and regulate medical marihuana use.

Similarly, two states have approved and regulate non-medical marihuana use by adults.

However, it remains

illegal under United States federal law to grow, cultivate or sell marijuana for any purpose.

In that regard, the United States Justice Department has released the COLE Memorandum of 8-29-13 which states that the Justice Department will not

prioritize the prosecution of marihuana related activities authorized under state laws provided that state authorities implement and enforce strict guidelines to ensure the health, safety and security of the public.

Where the individual state

framework fails to protect the public, the Justice Department has instructed federal prosecutors to enforce the Controlled Substances Act of 1970.

The Department of Justice has not, to our knowledge, published any policy or guidance specifically

regarding the participation of a United States corporation in lawful medical marihuana related activities outside of the United States.

Although our planned medical marihuana business is federally sanctioned in Canada and not contrary to the public policy or laws of our state of incorporation, neither state law nor Canadian federal law provides protection against federal prosecution

in the United States, which remains at the discretion of the Department of Justice.

Although, in light of the COLE Memorandum, we do not anticipate that we will be targeted for prosecution by the Department of Justice, if the Department of Justice

uses its discretion to prosecute our company for a violation of the Controlled Substances Act, the resulting civil or criminal consequences will have a material adverse effect on our business, and may cause our business to fail.

The failure to become licensed by Health Canada for the production of medical marihuana production may cause us to abandon our business plan.

There is no assurance that any of our company's joint ventures will be approved by Health Canada or will be granted licensed producer status.

Our failure to obtain a license from Health Canada would materially and adversely affect our company's

operations, and we would need to revise or abandon our business plan accordingly.

Untimely processing of our license applications by Health Canada may cause our business to fail.

The success of our business plan relies in part on the timely processing by Health Canada of one or more of the various applications submitted by our joint ventures to become licensed producers under MMPR.

According to Health Canada, as at August,

25, 2014, it had received 1,009 formal production licenses applications under the MMPR since its call for applications in 2013.

Of those, 462 applications have been returned as incomplete, 201 have been rejected and 32 withdrawn.

productions licenses have been granted to 13 different producers with only 2 licenses granted during the summer of 2014.

Due to the slow progress, uncertain timing, and apparent backlog of production license application reviews by Health Canada, we

are unable to determine with any accuracy when any of our applications will be processed.

Undue delays on the part of Health Canada in processing our application may result in our failure to meet contractual deadlines and termination of our joint

ventures, or cause our joint ventures to incur additional expenses without the imminent prospect of revenues, which could cause our business to fail.

Our company has no operating history and an evolving business model .which raises doubt about our ability to achieve profitability or obtain financing.

Our company has no operating history and an evolving business model.

Which raises doubt about our ability to achieve profitability or obtain financing.

Our Company has no operating history.

Moreover, our business

model is still evolving, subject to change, and will rely on the cooperation and

participation of our joint venture partners.

Our Company's ability to continue

as a going concern is dependent upon our ability to obtain adequate financing

and to reach profitable levels of operations has and we no proven history of

performance, earnings or success.

There can be no assurance that we will achieve

profitability or obtain future financing.

Uncertain demand for medical marihuana products may cause

our business plan to be unprofitable.

Demand for medical marijuana is dependent on a number of

social, political and economic factors that are beyond the control of our

While we believe that demand for medical marihuana will continue to

grow in Canada, there is no assurance that such increase in demand will happen

or that our joint ventures will be profitable.

We may not acquire market share or achieve profits due to

competition in the medical marijuana industry

Our Company operates in a highly competitive marketplace with

various competitors.

Increased competition may result in reduced gross margins

and/or loss of market share, either of which would seriously harm its business

and results of operations.

Management cannot be certain that the company will be

able to compete against current or future competitors or that competitive

pressure will not seriously harm its business.

Some of the company's competitors

are much larger and have greater access to capital, sales, marketing and other

These competitors may be able to respond more rapidly to new

regulations or devote greater resources to the development and promotion of

their business model than the company can.

Furthermore, some of these

competitors may make acquisitions or establish co-operative relationships among

themselves or with third parties in the industry to increase their ability to

rapidly gain market share.

Conflicts of interest between our company and our directors

and officers may result in a loss of business opportunity.

Our directors and officers are not obligated to commit their

full time and attention to our business and, accordingly, they may encounter a

conflict of interest in allocating their time between our future operations and

those of other businesses.

In the course of their other business activities,

they may become aware of investment and business opportunities which may be

appropriate for presentation to us as well as other entities to which they owe a

fiduciary duty.

As a result, they may have conflicts of interest in determining

to which entity a particular business opportunity should be presented.

also in the future become affiliated with entities, engaged in business

activities similar to those we intend to conduct.

In general, officers and directors of a corporation are

required to present business opportunities to a corporation if:

the corporation could financially undertake the

the opportunity is within the corporations line of

it would be unfair to the corporation and its

stockholders not to bring the opportunity to the attention of the

We plan to adopt a code of ethics that obligates our directors,

officers and employees to disclose potential conflicts of interest and prohibits

those persons from engaging in such transactions without our consent.

our intentions, conflicts of interest may nevertheless arise which may deprive

our company of a business opportunity, which may impede the successful

development of our business and negatively impact the value of an investment in

The speculative nature of our business plan may result in

the loss of your investment.

Our MMJ operations are in the start-up stage only, and are

We may not be successful in implementing our business plan to become

Moreover, our business model is still evolving, subject to change, and will rely on the cooperation and participation of our joint venture partners.

Our Company's ability to continue as a going concern is dependent upon our ability to obtain adequate financing and to reach profitable levels of operations has and we no proven history of performance, earnings or success.

There can be no assurance that we will achieve profitability or obtain future financing.

Uncertain demand for mineral resources sector may cause our business plan to be unprofitable.

Demand for mineral resources is based on the world economy and new technologies.

Current lithium demand exceeds available supply due to the rapid increase in lithium batteries in portable electronics and the growing electric vehicle markets.

There can be no assurance that current supply and demand factors will remain the same or that projected supply and demand factors will actually come to pass from 3 rd party projections that are currently believed to be true and accurate.

There can be no assurance that new disruptive technologies will replace lithium as a significant component in battery storage over time.

Conflicts of interest between our company and our directors and officers may result in a loss of business opportunity.

Our directors and officers are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our future operations and those of other businesses.

In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty.

As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct.

In general, officers and directors of a corporation are required to present business opportunities to a corporation if:

the corporation could financially undertake the opportunity;

the opportunity is within the corporation's line of business;

it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

Despite our intentions, conflicts of interest may nevertheless arise which may deprive our company of a business opportunity, which may impede the successful development of our business and negatively impact the value of an investment in our company.

The speculative nature of our business plan may result in the loss of your investment.

Our operations are in the start-up or early stage only and are unproven.

We may not be successful in implementing our business plan to become profitable.

There may be less demand for our services than we anticipate.

is no assurance that our business will succeed and you may lose your entire

Termination of our joint ventures may result in the failure of our business plan.

Our MMJ business plan relies upon our joint ventures with third parties including The Green Canvas Ltd., and Lexaria Corp.

We currently rely upon our joint venture partners to co-finance our MMJ business opportunities, and to contribute administrative support and MMJ expertise toward the development of our business opportunities.

Each of our joint venture agreements may be terminated by our joint venture partners in the event that we do not fulfill our contractually mandated financial obligations in respect of the joint venture.

In the case of our joint venture with The Green Canvas, joint venture shall terminate if no MMJ production license from Health Canada is received Canada by February 28, 2015.

Our joint venture with Lexaria will terminate automatically if no production license is received by May 27, 2016.

Additionally, our joint venture partners may not perform their contractual obligations to the joint venture, which would give our company the option to terminate.

Because the performance and success of our business relies on the success of our joint ventures, the termination of any joint venture would materially harm our business prospects or cause our business to fail.

We may not have access to certain financial information that is relevant to the prospective activities of our joint ventures.

Investors are advised that certain information which may be useful in evaluating the condition or prospects of our joint ventures, such as the financial condition or qualifications of our joint venture partners, , are not included in this Prospectus

and may not otherwise be available to investors or to our Company.

Our management has selected our joint venture partners with a view to their respective expertise in the MMJ industry, and we are not aware of any adverse financial conditions

affecting our joint venture partners.

Our joint venture partner Lexaria Corp.

is a publicly reporting company in the United States.

However, our other joint venture partner, The Green Canvas Ltd., is a private corporation, and therefore neither

our company nor our investors will have access to the private financial or management information of The Green Canvas Ltd.

which may be useful in determining the short term financial or strategic viability of our joint venture.

We may therefore be

unable to anticipate the failure of the Green Canvas to meet its obligations to our joint venture, which may result in the failure of our business plan.

There is no assurance that our business will succeed, and you may lose your entire investment.

Changing consumer preferences may cause our planned products to be unsuccessful in the marketplace.

The decision of a potential client to undergo an environmental audit or review may be based on ethical or commercial reasons.

In some instances, or with certain businesses, there may be no assurance that an environmental review will result in any

cost savings or increased revenues.

In some instances, or with certain businesses, there may be no assurance that an environmental review will result in any cost savings or increased revenues.

As such, unless the ethical consideration is also a material factor, there may be no incentive for such businesses to undertake an environmental review.

Changes in consumer and commercial preferences, or trends,

toward or away from environmental issues may impact on businesses”

decisions to undergo environmental reviews.

The MMJ sector offers many choices for MMJ patients and their can be no assurance that the product supplied by our company and or

its partners will be successful in market penetration.

Changes in consumer and commercial preferences, or trends, toward or away from environmental issues may impact on businesses" decisions to undergo environmental reviews.

General economic factors may negatively impact the market for our planned products.

The willingness of businesses to spend time and money on energy efficiency may be dependent upon general economic conditions;

and any material downturn may reduce the likelihood of businesses incurring costs toward what some businesses may consider

a discretionary expense item.

Willingness by MMJ patients to continue to buy MMJ products may be dependent upon general economic conditions and any material downturn may reduce the potential profitability of the MMJ business sector.

and any material downturn may reduce the likelihood of businesses incurring costs toward what some businesses may consider a discretionary expense item.

A wide range of economic and logistical factors may negatively impact our operating results.

Our operating results will be affected by a wide variety of factors that could materially affect revenues and profitability, including the timing and cancellation of customer orders and projects, competitive pressures on pricing, availability of

personnel, and market acceptance of our services.

As a result, we may experience material fluctuations in future operating results on a quarterly and annual basis which could materially affect our business, financial condition and operating

Loss of consumer confidence in our company or in our industry may harm our business.

Demand for our services may be adversely affected if consumers lose confidence in the quality of our services or the industry’s practices.

Adverse publicity may discourage businesses from buying our services and could have a material adverse

effect on our financial condition and results of operations.

Unethical business practices may compromise the growth and development of our business.

The production and sale of medical marihuana is an emerging industry in which business practices are not yet standardized and are subject to frequent scrutiny and evaluation by federal, state, provincial, and municipal authorities, academics, and

media outlets, among others, Although we intend to develop our business in accordance with best ethical practices, we may suffer negative publicity if we, our partners, contractors, or customers are found to have engaged in any environmentally,

insensitive practices or other business practices that are viewed as unethical.

The failure to secure customers may cause our operations to fail.

We currently have no long-term agreements with any customers.

Many of our services may be provided on a “onetime”

Accordingly, we will require new customers on a continuous basis to sustain our operations.

We could be required to enter into fixed price contracts which will expose us to significant market risk.

Fixed price contracts require the service provider to perform all agreed services for a specified lump-sum amount.

We anticipate a material percentage of our services will be performed on a fixed price basis.

Fixed price contracts expose us to some

significant risks, including under-estimation of costs, ambiguities in specifications, unforeseen costs or difficulties, and delays beyond our control.

These risks could lead to losses on contracts which may be substantial and which could adversely

affect the results of our operations.

As a result, we may experience material fluctuations in future operating results on a quarterly and annual basis which could materially affect our business, financial condition and operating results.

Changes in environmental regulations may have an impact on our operations

We believe that we currently comply with existing environmental laws and regulations affecting our proposed operations.

While there are no currently known proposed changes in these laws or regulations, significant changes have affected the industry in the past and additional changes may occur in the future.

The company is subject to the Bureau of Land Management ("BLM"), State and potentially other government agencies with respect to its lithium brine business.

Our operations may be subject to environmental laws, regulations and rules promulgated from time to time by government.

In addition, certain types of operations require the submission and approval of environmental impact assessments.

Environmental legislation is evolving in a manner that means stricter standards and enforcement.

Fines and penalties for non-compliance are more stringent.

Environmental assessments of proposed projects carry a heightened degree of responsibility for companies, directors, officers and employees.

The cost of compliance with changes in governmental regulations has potential to reduce the profitability of operations.

We intend to comply with all environmental regulations in the United States and Canada.

If we fail to effectively and efficiently advertise, the growth of our business may be compromised.

The future growth and profitability of our MMJ business will be dependent in part on the effectiveness and efficiency of our advertising and promotional expenditures, including our ability to (i) create greater awareness of our services, (ii)

determine the appropriate creative message and media mix for future advertising expenditures, and (iii) effectively manage advertising and promotional costs in order to maintain acceptable operating margins.

There can be no assurance that we will

experience benefits from advertising and promotional expenditures in the future.

In addition, no assurance can be given that our planned advertising and promotional expenditures will result in increased revenues, will generate levels of service and

name awareness or that we will be able to manage such advertising and promotional expenditures on a cost-effective basis.

The future growth and profitability of our business will be dependent in part on the effectiveness and efficiency of our advertising and promotional expenditures, including our ability to (i) create greater awareness of our products, (ii) determine the appropriate creative message and media mix for future advertising expenditures, and (iii) effectively manage advertising and promotional costs in order to maintain acceptable operating margins.

There can be no assurance that we will experience benefits from advertising and promotional expenditures in the future.

In addition, no assurance can be given that our planned advertising and promotional expenditures will result in increased revenues, will generate levels of service and name awareness or that we will be able to manage such advertising and promotional expenditures on a cost-effective basis.

Our success is dependent on our unproven ability to attract qualified personnel.

We will depend on our ability to attract, retain and motivate our management team, consultants and other employees.

There is strong competition for qualified technical and management personnel in the MMJ sector, and it is expected that such

competition will increase.

We depend on our ability to attract, retain and motivate our management team, consultants and advisors.

There is strong competition for qualified technical and management personnel in the business sector, and it is expected that such competition will increase.

Our planned growth will place increased demands on our existing resources and will likely require the addition of technical personnel and the development of additional expertise by existing personnel.

There can be no

assurance that our compensation packages will be sufficient to ensure the continued availability of qualified personnel who are necessary for the development of our business.

There can be no assurance that our compensation packages will be sufficient to ensure the continued availability of qualified personnel who are necessary for the development of our business.

We have a limited operating history with losses, and we expect the losses to continue, which raises concerns about our ability to continue as a going concern.

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These circumstances raise concerns about our ability to continue as a going concern.

We have a limited operating history and must be considered in the start-up

There is an explanatory paragraph to their audit opinion issued in connection with the financial statements for the year ended August 31, 2014 with respect to their doubt about our ability to continue as a going concern.

As discussed in Note 2 to

our financial statements for the year ended August 31, 2014, we have incurred a net loss of $4,641,005 for the year ended August 31, 2014 (net loss $730,904 for the year ended August 31, 2013) and as at August 31, 2014 has incurred

cumulative losses of $10,765,663 that raises substantial doubt about its ability to continue as a going concern.

We have a limited operating history and must be considered in the start-up stage.

There is an explanatory paragraph to their audit opinion issued in connection with the consolidated financial statements for the year ended August 31, 2023 with respect to their doubt about our ability to continue as a going concern.

As discussed in Note 2 to our consolidated financial statements for the year ended August 31, 2023, we have incurred cumulative losses of $14,526,485 that raises substantial doubt about its ability to continue as a going concern.

Our management has been able, thus far, to finance the operations through equity financing and cash on hand.

There is no assurance

that our company will be able to continue to finance our company on this basis

There is no assurance that our company will be able to continue to finance our company on this basis.

Without additional financing to develop our business plan, our business may fail.

Because we have generated only minimal revenue from our business and cannot anticipate when we will be able to generate meaningful revenue from our business, we will need to raise additional funds to conduct and grow our business.

currently have sufficient financial resources to completely fund the development of our business plan.

We do not currently have sufficient financial resources to completely fund the development of our business plan.

We anticipate that we will need to raise further financing.

We do not currently have any arrangements for financing and we can provide no

assurance to investors that we will be able to find such financing if required.

We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required.

The most likely source of future funds presently available to us is through the sale of equity capital.

Any sale of share capital will result in dilution to existing

security-holders.

Any sale of share capital will result in dilution to existing security-holders.

We may not be able to obtain all of the licenses necessary to operate our business, which would cause our business to fail.

Our operations may require licenses and permits from various governmental authorities to build and install alternative energy systems or to conduct energy retrofits and build MMJ operations.

We believe that we will be able to obtain all necessary

licenses and permits under applicable laws and regulations for our operations and believe we will be able to comply in all material respects with the terms of such licenses and permits.

However, such licenses and permits are subject to change in

various circumstances.

Our operations require licenses and permits from various governmental authorities related to the establishment of our planned facilities, to the production, storage and distribution of our products, and to the disposal of waste.

We believe that we will be able to obtain all necessary licenses and permits under applicable laws and regulations for our operations and believe we will be able to comply in all material respects with the terms of such licenses and permits.

However, such licenses and permits are subject to change in various circumstances.

There can be no guarantee that we will be able to obtain or maintain all necessary licenses and permits.

Changes in environmental regulation may result in increased or insupportable financial burden on our company.

We believe that we currently comply with existing environmental laws and regulations affecting our proposed operations.

While there are no currently known proposed changes in these laws or regulations, significant changes have affected the industry

in the past and additional changes may occur in the future.

Our operations may be subject to environmental laws, regulations and rules promulgated from time to time by government.

In addition, certain types of operations require the submission and approval of environmental impact assessments.

Environmental

legislation is evolving in a manner that means stricter standards and enforcement.

Fines and penalties for non-compliance are more stringent.

Environmental assessments of proposed projects carry a heightened degree of responsibility for companies,

directors, officers and employees.

The cost of compliance with changes in governmental regulations has potential to reduce the profitability of operations.

We intend to comply with all environmental regulations in the United States and Canada.

If we are unable to recruit or retain qualified personnel, it could have a material adverse effect on our operating results and stock price.

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We currently do not have key person insurance on these individuals.

The loss of these people, especially without advance notice,

could have a material adverse impact on our results of operations and our stock price.

The loss of these people, especially without advance notice, could have a material adverse impact on our results of operations and our stock price.

It is also very important that we be able to attract and retain highly skilled personnel, including technical personnel, to accommodate our exploration plans and to replace personnel who leave.

Competition for qualified personnel can be intense, and there are a limited number of people with the requisite knowledge and experience.

Under these conditions, we could be

unable to recruit, train, and retain employees.

Under these conditions, we could be unable to recruit, train, and retain employees.

If we cannot attract and retain qualified personnel, it could have a material adverse impact on our operating results and stock price.

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As we proceed with our business plan, we expect to experience significant and rapid growth in the scope and complexity of our business.

We will need to add staff to market our services, manage operations, handle sales and marketing efforts and

perform finance and accounting functions.

We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions.

We will be required to hire a broad range of additional personnel in order to successfully advance our operations.

This growth is likely to place a strain on our management and operational resources.

failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth

effectively, could have a materially adverse effect on our business and financial condition.

The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.

Risks Associated with the Shares of Our Company

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We have not declared or paid any dividends on our shares since inception, and do not anticipate paying any such dividends for the foreseeable future.

We presently do not anticipate that we will pay dividends on any of our common stock in the

foreseeable future.

We presently do not anticipate that we will pay dividends on any of our common stock in the foreseeable future.

If payment of dividends does occur at some point in the future, it would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition.

The payment of any common stock dividends will

be within the discretion of our Board of Directors.

The payment of any common stock dividends will be within the discretion of our Board of Directors.

We presently intend to retain all earnings to implement our business plan;

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We are authorized to issue up to 500,000,000 shares.

The board of directors of our company has the authority to cause us to issue additional shares, and to determine the rights, preferences and privileges of such shares, without consent of any of

our stockholders.

The board of directors of our company has the authority to cause us to issue additional shares, and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders.

Consequently, our stockholders may experience more dilution in their ownership of our company in the future.

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Our common stock is quoted on the OTCQB electronic quotation service operated by OTC Markets Group Inc.

Trading in stock quoted on the OTCQB is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have

little to do with our operations or business prospects.

and on the CSE (Canadian Stock Exchange) a recognized Stock Exchange.

Trading in stock quoted on the OTCQB is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects.

This volatility could depress the market price of our common stock for reasons unrelated to operating performance.

Moreover, the OTCQB is not a stock exchange, and trading of securities on the

OTCQB is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex.

Accordingly, shareholders may have difficulty reselling any of the shares.

Moreover, the OTCQB is not a stock exchange, and trading of securities on the OTCQB is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex.

Accordingly, shareholders may have difficulty reselling shares.

Our stock is a penny stock.

Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.

Trading of our stock may be restricted by the Securities and Exchange Commission's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock”

to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise

price of less than $5.00 per share, subject to certain exceptions.

Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers

and “accredited investors”.

The term “accredited investor”

refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding

$200,000 or $300,000 jointly with their spouse.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared

by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market.

The broker-dealer also must provide the customer with current bid and offer quotations for the penny

stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account.

The bid and offer quotations, and the broker-dealer

and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny

stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the

purchaser’s written agreement to the transaction.

The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.

Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors".

The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market.

The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account.

The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.

Consequently, these

penny stock rules may affect the ability of broker-dealers to trade our securities.

Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.

We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock”

rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for

that customer.

Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment

objectives and other information.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.

Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.

FINRA requirements make it more

difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We believe that our operations comply, in all material respects, with all applicable environmental regulations.

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Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States, Canada, or any other jurisdiction, may be changed, applied or interpreted in a manner which will

fundamentally alter the ability of our company to carry on our business.

The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us.

Any or all of these situations may have a negative impact on our ability to

operate and/or our profitably.

Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.

Because we can issue additional shares, purchasers of our shares may incur immediate dilution and may experience further dilution.

We are authorized to issue up to 500,000,000 shares.

The board of directors of our company has the authority to cause us to issue additional shares, and to determine the rights, preferences and privileges of such shares, without consent of any of

our stockholders.

Consequently, our stockholders may experience more dilution in their ownership of our company in the future.

Our by-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.

Investors”

interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.

Our by-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.

Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.

Our constating documents authorize the issuance of 500,000,000 shares of common stock with a par value of $0.001.

In the event that we are required to issue any additional shares or enter into private placements to raise financing through the

sale of equity securities, investors”

interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold.

If we issue any such additional

shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders.

In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors" interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold.

If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders.

Further, any such issuance may result in a change in our control.

1 unchanged sentence

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws.

Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and

As a result of a majority of our directors and officers are residents of other countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our company or our

directors and officers.

Other than our operations offices in Vancouver and Kelowna, British Columbia, we do not currently maintain a permanent place of business within the United States.

In addition, a majority of our directors and officers are nationals and/or residents

of countries other than the United States, and all or a substantial portion of such persons”

assets are located outside the United States.

As a result, it may be difficult for investors to enforce within the United States any judgments

obtained against our company or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.

Our only office space is located Kelowna, British Columbia, Canada and we do not currently maintain a permanent place of business within the United States.

In addition, a majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons" assets are located outside the United States.

As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our company or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Trends, risks and uncertainties.

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that

An absolute worst case scenario with sufficient potential impact to risk the future of the company as an independent business operating in its chosen markets.

Significant reputational impact as a result of a major issue resulting in multiple fatalities, possibly compounded by apparently negligent management behavior;

extreme adverse press coverage and viral social media linking the Company name to consumer brands, leads to a catastrophic share price fall, very significant loss of consumer confidence and inability to retain and recruit quality people.

Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.

Unresolved Staff

As a smaller reporting company, we are not required to

provide the information required by this Item.

Unresolved Staff Comments

As a "smaller reporting company", we are not required to provide the information required by this Item.

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/A

Item 1A. Risk Factors