What changed in this filing

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Item 1A. Risk Factors

2023-01-18 compared with 2014-11-14 · 48 added, 488 removed, 0 unchanged (100% of the section changed)

Much of the information included in this quarterly report

includes or is based upon estimates, projections or other "forward looking

Such forward looking statements include any projections or

estimates made by us and our management in connection with our business

While these forward-looking statements, and any assumptions upon

which they are based, are made in good faith and reflect our current judgment

regarding the

direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below.

We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual

results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Prospective investors should consider carefully the risk factors set out below.

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.

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

Uncertain demand for medical marijuana 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 company.

While we believe that demand for medical marijuana 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 resources.

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

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

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.

instances, or with certain businesses, there may be no assurance that an

environmental review will result in any cost savings or increased revenues.

such, unless the ethical consideration is also a material factor, there may be

no incentive for such businesses to undertake an environmental review.

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.

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.

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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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.

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

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

Our success depends in large part on the continued services of

our executive officers and third party relationships.

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.

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.

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

cannot attract and retain qualified personnel, it could have a material adverse

impact on our operating results and stock price.

If we fail to effectively manage our growth our future

business results could be harmed and our managerial and operational resources

may be strained.

As we proceed with our business plan, we expect to experience

significant and rapid growth in the scope and complexity of our business.

will need to add staff to market our services, manage operations, handle sales

and marketing efforts and perform finance and accounting functions.

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.

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.

We have had negative cash flows from operations.

To date we have had negative cash flows from operations and we

have been dependent on sales of our equity securities and debt financing to meet

our cash requirements and have incurred losses totaling approximately $1,171,591

for the nine month period ending July 31, 2014, and cumulative losses of

$6,229,268 to July 31, 2014.

As of July 31, 2014 we had working capital of

$243,246 as a result of past financing activities.

We do expect positive cash

flow from operations at some point;

however there is no assurance that actual

cash requirements will not exceed our estimates, or that our sales projections

will be realized as estimated.

In particular, additional capital may be required

in the event that:

- drilling and completion costs for

further wells increase beyond our expectations;

- commodity prices for

our production decline beyond our expectations;

- production levels do

not meet our expectations;

- we incur higher well plug and abandonment

costs than currently expected;

- we encounter greater costs associated

with general and administrative expenses or offering costs.

The occurrence of any of the aforementioned events could

adversely affect our ability to meet our business plans.

We will depend almost exclusively on outside capital to pay for

the continued exploration and development of our properties.

capital may include the sale of additional stock and/or commercial borrowing.

Capital may not continue to be available if necessary to meet these continuing

development costs or, if the capital is available,

that it will be on terms acceptable to us.

The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders.

Obtaining commercial loans, assuming those loans would be

available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business, the result of which would be that

our stockholders would lose some or all of their investment.

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital.

Because our operations have been primarily financed through the sale of equity

securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations.

Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other

planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations.

If our stock price declines, we may not be able to raise additional

capital or generate funds from operations sufficient to meet our obligations.

We have a history of losses and fluctuating operating results.

From inception through to July 31, 2014, we have incurred aggregate losses of approximately $6,229,268.

Our loss from operations for the nine month period ended July 31, 2014 was $1,171,591.

There is no assurance that we will operate

profitably or will generate positive cash flow in the future.

In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the unpredictability of world prices and

market for oil and gas, the demand for our production, and the level of competition and general economic conditions.

If we cannot generate positive cash flows in the future, or raise sufficient financing to continue our normal operations, then we

may be forced to scale down or even close our operations.

Until such time as we generate significant revenues, we expect an increase in development costs and operating costs.

Consequently, we expect to continue to incur operating losses and negative

cash flow until we receive significant commercial production from our properties.

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, governmental changes 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 results.

We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have limited history of revenues from operations and have limited significant tangible assets.

We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably.

The success of our company is

significantly dependent on a successful acquisition, drilling, completion and production program.

Our company’s operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising

from the absence of a significant operating history.

We may be unable to locate recoverable reserves, extract the reserves economically, and/or operate on a profitable basis.

Trading of our stock may be restricted by the SEC's "Penny Stock" regulations, which may limit a stockholder's ability to buy and sell our stock.

Securities and Exchange Commission has adopted regulations which generally define "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.

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 SEC, 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.

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

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.

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.

Trading in our common shares on the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.

Our common shares are currently listed for public trading on the OTC Bulletin Board.

The trading price of our common shares has been subject to wide fluctuations.

Trading prices of our common shares may fluctuate in response to a number of factors,

many of which will be beyond our control.

The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business

There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained.

These broad market and industry factors may adversely affect the market price of our common

shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted.

Such litigation, if instituted, could result in substantial costs for us and a diversion of

management's attention and resources.

Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development.

We have largely been engaged in the business of exploring and until only recently attempting to develop

commercial reserves of oil and gas.

Only our Mississippi properties have commenced production.

Accordingly, we have generated revenues but we have not realized a profit from our operations to date and there is little likelihood that we will generate

significant revenues or realize any profits in the short term.

Any profitability in the future from our business will be dependent upon attaining adequate levels of internally generated revenues through locating and developing economic reserves of

oil and gas, which itself is subject to numerous risk factors as set forth herein.

Since we have not generated significant revenues, we will have to raise additional monies through either securing industry reserve based debt financing, or the sale

of our equity securities or debt, or combinations of the above in order to continue our business operations.

As our properties are in the exploration and early development stage there can be no assurance that we will establish commercial discoveries and/or profitable production programs on these properties.

Exploration for economic reserves of oil and gas is subject to a number of risk factors.

Few properties that are explored are ultimately developed into producing oil and/or gas wells.

Our Mississippi properties are in the production and development

The potential profitability of oil and gas ventures depends upon factors beyond the control of our company.

The potential profitability of oil and gas properties is dependent upon many factors beyond our control.

For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging,

controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments.

Additionally, due to worldwide economic uncertainty, the availability and cost of funds for

production and other expenses have become increasingly difficult, if not impossible, to project.

These changes and events may materially affect our financial performance.

Adverse weather conditions can also hinder drilling operations.

A productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well.

addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances.

The marketability of oil and gas, which may be acquired or discovered, will be affected by numerous factors beyond our control.

These factors include the proximity and capacity of oil and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection.

These factors cannot be accurately

predicted and the combination of these factors may result in our company not receiving an adequate return on invested capital.

Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring leases.

The oil and gas industry is intensely competitive.

We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staff.

Accordingly, there is a high degree of competition for desirable oil and gas leases, suitable properties for drilling operations and necessary drilling equipment, as well as for access to funds.

We cannot predict if the necessary funds can be raised

or that any projected work will be completed.

Our budget does not anticipate the potential acquisition of additional acreage in Mississippi although this may change at any time without notice.

This acreage may not become available or if it is

available for leasing, that we may not be successful in acquiring the leases.

There are other competitors that have operations in these areas and the presence of these competitors could adversely affect our ability to acquire additional leases.

Quality of Service/Industry Practices

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.

Our producing oil and gas wells are located in the floodplain of a river and are subject to seasonal flood conditions.

Our most significant wells are the producing oil wells PP F-12-1, PP F-12-3, PP F-12-4(currently shut-in), and PP F-12-5(currently shut-in);

(and PP F-12-7 waiting to be completed) are located within the Belmont Lake oil field which is located in

the Palmetto Point region.

The Belmont Lake oil field is onshore, as are all of our company’s wells, but located in a flood plain of the Mississippi River which forces seasonal constraints on certain field activities.

We have suffered repeated

delays in the development of this oil field due to the seasonal flooding, and we could experience additional development delays in the future.

OUR COMPANY HAS NO OTHER PRODUCING WELLS.

Seasonal river-flooding conditions can negatively impact the

viability of our oil production and thus, our ability to generate revenue.

The marketability of natural resources and MMJ will be affected by numerous factors beyond our control, which may result in us not receiving an adequate return on invested capital to be profitable or viable.

The marketability of natural resources, which may be acquired or discovered by us, will be affected by numerous factors beyond our control.

These factors include market fluctuations in oil and gas pricing and demand, the proximity and capacity of

natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and gas and environmental protection regulations.

The exact effect of these factors cannot

be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

The future growth and profitability of our MMJ sectors 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)

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.

Oil and gas operations are subject to comprehensive regulation, which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.

Oil and gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment.

gas operations are also subject to federal, 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.

Various permits from government bodies are

required for drilling operations to be conducted;

no assurance can be given that such permits will be received.

Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material

adverse effects on our activities.

Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us.

Additionally, we may be subject to liability for

pollution or other environmental damages, which it may elect not to insure against due to prohibitive premium costs and other reasons.

To date we have not been required to spend any material amount on compliance with environmental regulations.

However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.

Exploration and production activities are subject to certain environmental regulations, which may prevent or delay the commencement or continuance of our operations.

In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control.

Such laws and regulations increase the costs of these activities and

may prevent or delay the commencement or continuance of a given operation.

Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date.

Specifically, we are subject to legislation

regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes.

In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state

However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance.

Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent

than other companies in the industry.

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

Our operating partners maintain insurance coverage customary to the industry;

however, we are not fully insured against all possible environmental risks.

Exploratory and development drilling involves many risks and we may become liable for pollution or other liabilities, which may have an adverse effect on our financial position.

Drilling operations generally involve a high degree of risk.

Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery,

equipment or labour, and other risks are involved.

We may become subject to liability for pollution or hazards against which it cannot adequately insure or which it may elect not to insure.

Incurring any such liability may have a material adverse

effect on our financial position and operations.

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.

Even if we comply with a regulation at a given moment in time, any change to that regulation could leave us in a position of non-compliance.

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

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 200,000,000

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.

issue any such additional shares, such issuances also will cause a reduction in

the proportionate ownership and voting power of all other shareholders.

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

Our By-laws do not contain anti-takeover provisions, which

could result in a change of our management and directors if there is a take-over

of our company.

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 directors.

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.

Unregistered Sales of Equity Securities and Use of

Defaults Upon Senior Securities

Submission of Matters to a Vote of Securities

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements".

Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

The risks associated with our business, common stock and other factors were with those described in the Form 10-K for the year ended August 31, 2022.

Exhibits, Financial Statement Schedules

Financial Statements

Financial statements for our Company are listed in the index under Item 1 of this document

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

Page 26 of 28

Rule 13(a) - 14 (a)/15(d) - 14(a)

Section 302 Certifications under Sarbanes-Oxley Act of 2002 of Principal Executive Officer

Section 302 Certifications under Sarbanes-Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer

Section 1350 Certifications

Section 906 Certification under Sarbanes Oxley Act of 2002 of Principal Executive Officer

Section 906 Certification under Sarbanes Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer

Interactive Data Files

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

* Furnished herewith.

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

Page 27 of 28

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LEXARIA BIOSCIENCE CORP.

/s/ Christopher Bunka

Christopher Bunka

Chief Executive Officer, Chairman and Director

(Principal Executive Officer)

January 18, 2023

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Christopher Bunka

Christopher Bunka

Chief Executive Officer, Chairman and Director

(Principal Executive Officer)

January 18, 2023

/s/ John Docherty

John Docherty

President and Director

January 18, 2023

/s/ Greg Downey

Greg Downey CPA, CMA

Chief Financial Officer

(Principal Financial and Accounting Officer)

January 18, 2023

Page 28 of 28

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-Q/A

Item 1A. Risk Factors