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Item 1A. Risk Factors

2022-06-01 compared with 2021-04-15 · 501 added, 511 removed, 96 unchanged (91% of the section changed)

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Our business faces many risks.

the risks discussed below, or elsewhere in this report or in our other filings with the SEC, could have a material impact on our

business, financial condition, or results of operations.

Any of the risks

discussed below, or elsewhere in this report or in our other filings with the SEC, could have a material impact on our business, financial

condition, or results of operations.

An investment in our securities is speculative

and involves a high degree of risk.

Please carefully consider the following risk factors, as well as the possibility of the loss

of your entire investment, before deciding to invest in our securities.

Please carefully consider the following risk factors, as well as the possibility of the loss of your

entire investment, before deciding to invest in our securities.

Risks Related to our Business

Due to our history of operating losses

our auditors are uncertain that we will be able to continue as a going concern.

Our financial statements have been prepared

assuming that we will continue as a going concern.

Due to our continuing operating losses and negative cash flows from our operations,

the reports of our auditors issued in connection with our consolidated financial statements for the fiscal years ended December

31, 2020 and 2019, contain explanatory paragraphs indicating that the foregoing matters raised substantial doubt about our ability

to continue as a going concern.

Due to our history of operating losses our

auditors are uncertain that we will be able to continue as a going concern.

Our financial statements have been prepared assuming

that we will continue as a going concern.

Due to our continuing operating losses and negative cash flows from our operations, the reports

of our auditors issued in connection with our consolidated financial statements for the fiscal years ended December 31, 2021 and 2020,

contain explanatory paragraphs indicating that the foregoing matters raised substantial doubt about our ability to continue as a going

We cannot provide any assurance that we will be able to continue as a going concern.

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impact our operations.

The occurrence of an uncontrollable event

such as the COVID-19 pandemic may negatively affect our operations.

A pandemic typically results in social distancing, travel bans and

quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors.

These factors,

in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react

timely to mitigate the impact of this event.

Also, it may hamper our efforts to comply with our filing obligations with the Securities

and Exchange Commission.

The occurrence of an uncontrollable event such

as the COVID-19 pandemic may negatively affect our operations.

A pandemic typically results in social distancing, travel bans and quarantine,

and this may limit access to our facilities, customers, management, support staff and professional advisors.

These factors, in turn, may

not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate

the impact of this event.

Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.

We have no history of and limited experience

in mineral production .

We have no history of and limited experience

in producing gold or other metals.

In addition, our management has limited technical training and experience with exploring for,

starting and/or operating a mine.

Our management may not be fully aware of many of the specific requirements related to working

within this industry.

Their decisions and choices may not take into account standard engineering or managerial approaches mineral

exploration companies commonly use.

Our operations, earnings and ultimate financial success could suffer due to our management’s

limited experience in this industry.

As a result, we would be subject to all of the risks associated with establishing a new mining

operation and business enterprise.

We may never successfully establish mining operations, and any such operations may not achieve

profitability.

We have no history of and limited experience in

producing gold or other metals.

In addition, our management has limited technical training and experience with exploring for, starting

and/or operating a mine.

Our management may not be fully aware of many of the specific requirements related to working within this industry.

Their decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly

Our operations, earnings and ultimate financial success could suffer due to our management’s limited experience in this industry.

As a result, we would be subject to all of the risks associated with establishing a new mining operation and business enterprise.

never successfully establish mining operations, and any such operations may not achieve profitability.

We have no proven or probable reserves .

We are currently in the exploration stage

and have no proven or probable reserves, as those terms are defined by the Securities and Exchange Commission (“SEC”)

on any of our properties.

In order to demonstrate the existence

of proven or probable reserves under SEC guidelines, it would be necessary for us to advance the exploration of our Properties

by significant additional delineation drilling to demonstrate the existence of sufficient mineralized material with satisfactory

continuity which would provide the basis for a feasibility study which would demonstrate with reasonable certainty that the mineralized

material can be economically extracted and produced.

We do not have sufficient data to support a feasibility study with regard

to the Properties, and in order to perform the drill work to support such feasibility study, we must obtain the necessary permits

and funds to continue our exploration efforts.

It is possible that, even after we have obtained sufficient geologic data to support

a feasibility study on the Properties, such study will conclude that none of the identified mineral deposits can be economically

and legally extracted or produced.

If we cannot adequately confirm or discover any mineral reserves of precious metals on the

Properties, we may not be able to generate any revenues.

Even if we discover mineral reserves on the Properties in the future

that can be economically developed, the initial capital costs associated with development and production of any reserves found

is such that we might not be profitable for a significant time after the initiation of any development or production.

The commercial

viability of a mineral deposit once discovered is dependent on a number of factors beyond our control, including particular attributes

of the deposit such as size, grade and proximity to infrastructure, as well as metal prices.

In addition, development of a project

as significant as the ones we might be planning will likely require significant debt financing, the terms of which could contribute

to a delay of profitability.

The exploration of mineral properties

is highly speculative in nature, involves substantial expenditures and is frequently non-productive.

Mineral exploration is highly speculative

in nature and is frequently non-productive.

We are currently in the exploration stage and

have no proven or probable reserves, as those terms are defined by the Securities and Exchange Commission (“SEC”) on any of

our properties.

In order to demonstrate the existence of proven

or probable reserves under SEC guidelines, it would be necessary for us to advance the exploration of our Properties by significant additional

delineation drilling to demonstrate the existence of sufficient mineralized material with satisfactory continuity which would provide

the basis for a feasibility study which would demonstrate with reasonable certainty that the mineralized material can be economically

extracted and produced.

We do not have sufficient data to support a feasibility study with regard to the Properties, and in order to perform

the drill work to support such feasibility study, we must obtain the necessary permits and funds to continue our exploration efforts.

It is possible that, even after we have obtained sufficient geologic data to support a feasibility study on the Properties, such study

will conclude that none of the identified mineral deposits can be economically and legally extracted or produced.

If we cannot adequately

confirm or discover any mineral reserves of precious metals on the Properties, we may not be able to generate any revenues.

discover mineral reserves on the Properties in the future that can be economically developed, the initial capital costs associated with

development and production of any reserves found is such that we might not be profitable for a significant time after the initiation of

any development or production.

The commercial viability of a mineral deposit once discovered is dependent on a number of factors beyond

our control, including particular attributes of the deposit such as size, grade and proximity to infrastructure, as well as metal prices.

In addition, development of a project as significant as the ones we might be planning will likely require significant debt financing,

the terms of which could contribute to a delay of profitability.

The exploration of mineral properties is highly

speculative in nature, involves substantial expenditures and is frequently non-productive.

Mineral exploration is highly speculative in nature

and is frequently non-productive.

Substantial expenditures are required to:

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design mining and processing facilities.

If we discover ore at the Properties, we

expect that it would be several additional years from the initial phases of exploration until production is possible.

time, the economic feasibility of production could change.

As a result of these uncertainties, there can be no assurance that our

exploration programs will result in proven and probable reserves in sufficient quantities to justify commercial operations.

Even if our exploration efforts at the

Properties are successful, we may not be able to raise the funds necessary to develop the Properties.

If our exploration efforts at our prospects

are successful, of which there can be no assurance, our current estimates indicate that we may be required to raise substantial

external financing to develop and construct the mines.

Sources of external financing could include bank borrowings and debt and

equity offerings, but financing has become significantly more difficult to obtain in the current market environment.

to obtain financing would have a material adverse effect on our growth strategy and our results of operations and financial condition.

We currently have no specific plan to obtain the necessary funding and there exist no agreements, commitments or arrangements to

provide us with the financing that we may need.

There can be no assurance that we will commence production at any of our Properties

or generate sufficient revenues to meet our obligations as they become due or obtain necessary financing on acceptable terms, if

at all, and we may not be able to secure the financing necessary to begin or sustain production at the Properties.

to raise needed funding could also result in our inability to meet our future royalty and work commitments under our mineral leases,

which could result in a forfeiture of our mineral interest altogether and a default under other financial commitments.

should we incur significant losses in future periods, we may be unable to continue as a going concern, and we may not be able to

realize our assets and settle our liabilities in the normal course of business at amounts reflected in our financial statements

included or incorporated herein by reference.

We may not be able to obtain permits

required for development of the Properties.

In the ordinary course of business, mining

companies are required to seek governmental permits for expansion of existing operations or for the commencement of new operations.

We will be required to obtain numerous permits for our Properties.

Obtaining the necessary governmental permits is a complex and

time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings.

to develop the Properties may also be opposed by environmental groups.

In addition, mining projects require the evaluation of environmental

impacts for air, water, vegetation, wildlife, cultural, historical, geological, geotechnical, geochemical, soil and socioeconomic

An Environmental Impact Statement would be required before we could commence mine development or mining activities.

Baseline environmental conditions are the basis on which direct and indirect impacts of the Properties are evaluated and based

on which potential mitigation measures would be proposed.

If the Properties were found to significantly adversely impact the baseline

conditions, we could incur significant additional costs to avoid or mitigate the adverse impact, and delays in the development

of Properties could result.

Permits would also be required for, among other things, storm-water

If we discover ore at the Properties, we expect

that it would be several additional years from the initial phases of exploration until production is possible.

During this time, the economic

feasibility of production could change.

As a result of these uncertainties, there can be no assurance that our exploration programs will

result in proven and probable reserves in sufficient quantities to justify commercial operations.

Even if our exploration efforts at the Properties

are successful, we may not be able to raise the funds necessary to develop the Properties.

If our exploration efforts at our prospects are

successful, of which there can be no assurance, our current estimates indicate that we may be required to raise substantial external financing

to develop and construct the mines.

Sources of external financing could include bank borrowings and debt and equity offerings, but financing

has become significantly more difficult to obtain in the current market environment.

The failure to obtain financing would have a material

adverse effect on our growth strategy and our results of operations and financial condition.

We currently have no specific plan to obtain

the necessary funding and there exist no agreements, commitments or arrangements to provide us with the financing that we may need.

can be no assurance that we will commence production at any of our Properties or generate sufficient revenues to meet our obligations

as they become due or obtain necessary financing on acceptable terms, if at all, and we may not be able to secure the financing necessary

to begin or sustain production at the Properties.

Our failure to raise needed funding could also result in our inability to meet our future

royalty and work commitments under our mineral leases, which could result in a forfeiture of our mineral interest altogether and a default

under other financial commitments.

In addition, should we incur significant losses in future periods, we may be unable to continue as

a going concern, and we may not be able to realize our assets and settle our liabilities in the normal course of business at amounts reflected

in our financial statements included or incorporated herein by reference.

We may not be able to obtain permits required

for development of the Properties.

In the ordinary course of business, mining companies

are required to seek governmental permits for expansion of existing operations or for the commencement of new operations.

We will be required

to obtain numerous permits for our Properties.

Obtaining the necessary governmental permits is a complex and time-consuming process involving

numerous jurisdictions and often involving public hearings and costly undertakings.

Our efforts to develop the Properties may also be

opposed by environmental groups.

In addition, mining projects require the evaluation of environmental impacts for air, water, vegetation,

wildlife, cultural, historical, geological, geotechnical, geochemical, soil and socioeconomic conditions.

An Environmental Impact Statement

would be required before we could commence mine development or mining activities.

Baseline environmental conditions are the basis on which

direct and indirect impacts of the Properties are evaluated and based on which potential mitigation measures would be proposed.

Properties were found to significantly adversely impact the baseline conditions, we could incur significant additional costs to avoid

or mitigate the adverse impact, and delays in the development of Properties could result.

Permits would also be required for, among other

things, storm-water discharge;

wetland disturbance;

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septic and sewage;

rights appropriation.

and water rights appropriation.

In addition, compliance must be demonstrated with the Endangered Species Act and the National Historical

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The mining industry is intensely competitive.

We may be at a competitive disadvantage because we must compete with other individuals and companies, many of which have greater

financial resources, operational experience and technical capabilities than we do.

Increased competition could adversely affect

our ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration

in the future.

We may also encounter increasing competition from other mining companies in our efforts to locate acquisition targets,

hire experienced mining professionals and acquire exploration resources.

Our future success is subject to risks inherent in the mining

Our future mining operations, if any, would

be subject to all of the hazards and risks normally incident to developing and operating mining properties.

We may be at a competitive disadvantage because we must compete with other individuals and companies, many of which have greater financial

resources, operational experience and technical capabilities than we do.

Increased competition could adversely affect our ability to attract

necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

We may also encounter

increasing competition from other mining companies in our efforts to locate acquisition targets, hire experienced mining professionals

and acquire exploration resources.

Our future success is subject to risks inherent in the mining industry.

Our future mining operations, if any, would be

subject to all of the hazards and risks normally incident to developing and operating mining properties.

These risks include:

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the risk of injury to persons, property or the environment.

Our future profitability will be affected by changes in the

prices of metals.

If we establish reserves, and complete

development of a mine, our profitability and long-term viability will depend, in large part, on the market price of gold.

prices for metals are volatile and are affected by numerous factors beyond our control, including:

Our future profitability will be affected by changes in the prices

If we establish reserves, and complete development

of a mine, our profitability and long-term viability will depend, in large part, on the market price of gold.

The market prices for metals

are volatile and are affected by numerous factors beyond our control, including:

global or regional consumption patterns;

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political and economic conditions.

The aggregate effect of these factors on

metals prices is impossible for us to predict.

Decreases in metals prices could adversely affect our ability to finance the exploration

and development of our properties, which would have a material adverse effect on our financial condition and results of operations

and cash flows.

There can be no assurance that metals prices will not decline.

The aggregate effect of these factors on metals

prices is impossible for us to predict.

Decreases in metals prices could adversely affect our ability to finance the exploration and development

of our properties, which would have a material adverse effect on our financial condition and results of operations and cash flows.

can be no assurance that metals prices will not decline.

The price of gold may decline in the future.

If the price of gold and silver is depressed for a sustained period, we may be forced to suspend operations until the prices increase,

and to record asset impairment write-downs.

Any continued or increased net losses or asset impairments would adversely affect our

financial condition and results of operations.

the price of gold and silver is depressed for a sustained period, we may be forced to suspend operations until the prices increase, and

to record asset impairment write-downs.

Any continued or increased net losses or asset impairments would adversely affect our financial

condition and results of operations.

We are subject to significant governmental regulations .

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historic and cultural preservation.

Failure to comply with applicable laws

and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory

or judicial authorities enjoining or curtailing operations or requiring corrective measures, installation of additional equipment

or remedial actions, any of which could result in us incurring significant expenditures.

We may also be required to compensate

private parties suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements.

possible that future laws and regulations, or a more stringent enforcement of current laws and regulations by governmental authorities,

could cause additional expense, capital expenditures, restrictions on or suspensions of any future operations and delays in the

exploration of our properties.

Changes in mining or environmental laws

could increase costs and impair our ability to develop our properties .

Failure to comply with applicable laws and regulations

may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities

enjoining or curtailing operations or requiring corrective measures, installation of additional equipment or remedial actions, any of

which could result in us incurring significant expenditures.

We may also be required to compensate private parties suffering loss or damage

by reason of a breach of such laws, regulations or permitting requirements.

It is also possible that future laws and regulations, or a

more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures,

restrictions on or suspensions of any future operations and delays in the exploration of our properties.

Changes in mining or environmental laws could

increase costs and impair our ability to develop our properties .

From time to time the U.S.

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also impair our ability to develop the Properties and to explore and develop other mineral projects.

Compliance with environmental regulations and litigation based

on environmental regulations could require significant expenditures.

Mining exploration and mining are subject to the potential risks and

liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration

and production.

Insurance against environmental risk (including potential liability for pollution or other hazards as a result of the

disposal of waste products occurring from exploration and production) is not generally available to us (or to other companies in the minerals

industry) at a reasonable price.

Environmental regulations mandate, among other things, the maintenance

of air and water quality standards and land reclamation.

They also set forth limitations on the generation, transportation, storage and

disposal of solid and hazardous waste.

Environmental legislation is evolving in a manner which will require stricter standards and enforcement,

increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree

of responsibility for companies and their officers, directors and employees.

To the extent we are subject to environmental liabilities, the

settlement of such liabilities or the costs that we may incur to remedy environmental pollution would reduce funds otherwise available

to us and could have a material adverse effect on our financial condition and results of operations.

If we are unable to fully remedy

an environmental problem, it might be required to suspend operations or enter into interim compliance measures pending completion of the

required remedy.

The environmental standards that may ultimately be imposed at a mine site impact the cost of remediation and may exceed

the financial accruals that have been made for such remediation.

The potential exposure may be significant and could have a material adverse

effect on our financial condition and results of operations.

Moreover, governmental authorities and private parties may bring lawsuits

based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of our operations, which

could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions.

Substantial costs

and liabilities, including for restoring the environment after the closure of mines, are inherent in our proposed operations

Some mining wastes are currently exempt to a limited extent from the

extensive set of federal Environmental Protection Agency (“EPA”) regulations governing hazardous waste under the Resource

Conservation and Recovery Act (“RCRA”).

If the EPA designates these wastes as hazardous under RCRA, we may be required to

expend additional amounts on the handling of such wastes and to make significant expenditures to construct hazardous waste disposal facilities.

In addition, if any of these wastes causes contamination in or damage to the environment at a mining facility, such facility may be designated

as a “Superfund”

site under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”).

Under CERCLA, any owner or operator of a Superfund site since the time of its contamination may be held liable and may be forced to undertake

extensive remedial cleanup action or to pay for the government’s cleanup efforts.

Such owner or operator may also be liable to governmental

entities for the cost of damages to natural resources, which may be substantial.

Additional regulations or requirements are also imposed

under the federal Clean Water Act (“CWA”).

The Company considers the current proposed federal legislation relating to climate

change and its potential enactment may have future impacts to the Company’s operations in the United States.

In addition, there are numerous legislative and regulatory proposals

related to climate change, including legislation pending in the U.S.

Congress to require reductions in greenhouse gas emissions.

The Company has reviewed and considered current federal legislation relating to climate change and does not believe it to have a material

effect on its operations, however, additional regulation or requirements under any of these laws and regulations could have a materially

adverse effect upon the Company and its results of operations.

Compliance with environmental regulations and litigation based on

environmental regulations could require significant expenditures.

Mining exploration and mining are subject to the

potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result

of mineral exploration and production.

Insurance against environmental risk (including potential liability for pollution or other hazards

as a result of the disposal of waste products occurring from exploration and production) is not generally available to us (or to other

companies in the minerals industry) at a reasonable price.

Environmental regulations mandate, among other

things, the maintenance of air and water quality standards and land reclamation.

They also set forth limitations on the generation, transportation,

storage and disposal of solid and hazardous waste.

Environmental legislation is evolving in a manner which will require stricter standards

and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and

a heightened degree of responsibility for companies and their officers, directors and employees.

To the extent we are subject to environmental

liabilities, the settlement of such liabilities or the costs that we may incur to remedy environmental pollution would reduce funds otherwise

available to us and could have a material adverse effect on our financial condition and results of operations.

If we are unable to fully

remedy an environmental problem, it might be required to suspend operations or enter into interim compliance measures pending completion

of the required remedy.

The environmental standards that may ultimately be imposed at a mine site impact the cost of remediation and may

exceed the financial accruals that have been made for such remediation.

The potential exposure may be significant and could have a material

adverse effect on our financial condition and results of operations.

Moreover, governmental authorities and private

parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts

of our operations, which could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal

Substantial costs and liabilities, including for restoring the environment after the closure of mines, are inherent in our

proposed operations

Some mining wastes are currently exempt to a limited

extent from the extensive set of federal Environmental Protection Agency (“EPA”) regulations governing hazardous waste under

the Resource Conservation and Recovery Act (“RCRA”).

If the EPA designates these wastes as hazardous under RCRA, we may be

required to expend additional amounts on the handling of such wastes and to make significant expenditures to construct hazardous waste

disposal facilities.

In addition, if any of these wastes causes contamination in or damage to the environment at a mining facility, such

facility may be designated as a “Superfund” site under the Comprehensive Environmental Response, Compensation and Liability

Act (“CERCLA”).

Under CERCLA, any owner or operator of a Superfund site since the time of its contamination may be held liable

and may be forced to undertake extensive remedial cleanup action or to pay for the government’s cleanup efforts.

Such owner or operator

may also be liable to governmental entities for the cost of damages to natural resources, which may be substantial.

Additional regulations

or requirements are also imposed under the federal Clean Water Act (“CWA”).

The Company considers the current proposed federal

legislation relating to climate change and its potential enactment may have future impacts to the Company’s operations in the United

In addition, there are numerous legislative and

regulatory proposals related to climate change, including legislation pending in the U.S.

Congress to require reductions in greenhouse

gas emissions.

The Company has reviewed and considered current federal legislation relating to climate change and does not believe it

to have a material effect on its operations, however, additional regulation or requirements under any of these laws and regulations could

have a materially adverse effect upon the Company and its results of operations.

Compliance with CERCLA, the CWA and state environmental laws could

entail significant costs, which could have a material adverse effect on our operations.

In the context of environmental permits, including the approval of

reclamation plans, we must comply with standards and regulations which entail significant costs and can entail significant delays.

costs and delays could have a dramatic impact on our operations.

There is no assurance that future changes in environmental regulation,

if any, will not adversely affect our operations.

In the context of environmental permits, including

the approval of reclamation plans, we must comply with standards and regulations which entail significant costs and can entail significant

Such costs and delays could have a dramatic impact on our operations.

There is no assurance that future changes in environmental

regulation, if any, will not adversely affect our operations.

We intend to fully comply with all applicable environmental regulations.

We are required to obtain government permits to begin new operations.

The acquisition of such permits can be materially impacted by third party litigation seeking to prevent the issuance of such permits.

The costs and delays associated with such approvals could affect our operations, reduce our revenues, and negatively affect our business

Mining companies are required to seek governmental permits for the

commencement of new operations.

Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous

jurisdictions and often involving public hearings and costly undertakings.

The duration and success of permitting efforts are contingent

on many factors that are out of our control.

The governmental approval process may increase costs and cause delays depending on the nature

of the activity to be permitted, and could cause us to not proceed with the development of a mine.

Accordingly, this approval process

could harm our results of operations.

Mineral exploration and development inherently involves

significant and irreducible financial risks.

We are required to obtain government permits to

begin new operations.

The acquisition of such permits can be materially impacted by third party litigation seeking to prevent the issuance

of such permits.

The costs and delays associated with such approvals could affect our operations, reduce our revenues, and negatively

affect our business as a whole.

Mining companies are required to seek governmental

permits for the commencement of new operations.

Obtaining the necessary governmental permits is a complex and time-consuming process involving

numerous jurisdictions and often involving public hearings and costly undertakings.

The duration and success of permitting efforts are

contingent on many factors that are out of our control.

The governmental approval process may increase costs and cause delays depending

on the nature of the activity to be permitted, and could cause us to not proceed with the development of a mine.

Accordingly, this approval

process could harm our results of operations.

Mineral exploration and development inherently involves significant

and irreducible financial risks.

We may suffer from the failure to find and develop profitable mineral deposits.

The exploration for and development of

mineral deposits involves significant financial risks, which even a combination of careful evaluation, experience and knowledge

may not eliminate.

The exploration for and development of mineral

deposits involves significant financial risks, which even a combination of careful evaluation, experience and knowledge may not eliminate.

Unprofitable efforts may result from the failure to discover mineral deposits.

Even if mineral deposits are

found, such deposits may be insufficient in quantity and quality to return a profit from production, or it may take a number of

years until production is possible, during which time the economic viability of the project may change.

Few properties which are

explored are ultimately developed into producing mines.

Mining companies rely on consultants and others for exploration, development,

construction and operating expertise.

Substantial expenditures are required to

establish ore reserves, extract metals from ores and, in the case of new properties, to construct mining and processing facilities.

The economic feasibility of any development project is based upon, among other things, estimates of the size and grade of ore reserves,

proximity to infrastructures and other resources (such as water and power), metallurgical recoveries, production rates and capital

and operating costs of such development projects, and metals prices.

Development projects are also subject to the completion of

favorable feasibility studies, issuance and maintenance of necessary permits and receipt of adequate financing.

Once a mineral deposit is developed, whether

it will be commercially viable depends on a number of factors, including:

the particular attributes of the deposit, such as size,

grade and proximity to infrastructure;

Even if mineral deposits are found, such deposits may be

insufficient in quantity and quality to return a profit from production, or it may take a number of years until production is possible,

during which time the economic viability of the project may change.

Few properties which are explored are ultimately developed into producing

Mining companies rely on consultants and others for exploration, development, construction and operating expertise.

Substantial expenditures are required to establish

ore reserves, extract metals from ores and, in the case of new properties, to construct mining and processing facilities.

feasibility of any development project is based upon, among other things, estimates of the size and grade of ore reserves, proximity to

infrastructures and other resources (such as water and power), metallurgical recoveries, production rates and capital and operating costs

of such development projects, and metals prices.

Development projects are also subject to the completion of favorable feasibility studies,

issuance and maintenance of necessary permits and receipt of adequate financing.

Once a mineral deposit is developed, whether it

will be commercially viable depends on a number of factors, including:

the particular attributes of the deposit, such as size, grade and

proximity to infrastructure;

government regulations including taxes, royalties and land tenure;

land use, importing and

exporting of minerals and environmental protection;

land use, importing and exporting of minerals

and environmental protection;

and mineral prices.

Factors that affect adequacy of infrastructure include:

reliability of roads, bridges, power sources and water supply;

reliability of roads, bridges,

power sources and water supply;

unusual or infrequent weather phenomena;

and government

or other interference in the maintenance or provision of such infrastructure.

and government or other interference in the maintenance

or provision of such infrastructure.

All of these factors are highly cyclical.

effect of these factors cannot be accurately predicted, but the combination may result in not receiving an adequate return on invested

The exact effect of these factors cannot be accurately

predicted, but the combination may result in not receiving an adequate return on invested capital.

Significant investment risks and operational

costs are associated with our exploration activities.

These risks and costs may result in lower economic returns and may adversely

affect our business.

Mineral exploration, particularly for gold,

involves many risks and is frequently unproductive.

If mineralization is discovered, it may take a number of years until production

is possible, during which time the economic viability of the project may change.

Development projects may have no operating

history upon which to base estimates of future operating costs and capital requirements.

Development project items such as estimates

of reserves, metal recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data, obtained

from a limited number of drill holes and other sampling techniques, and feasibility studies.

Estimates of cash operating costs

are then derived based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body,

expected recovery rates of metals from the ore, comparable facility and equipment costs, anticipated climate conditions and other

As a result, actual cash operating costs and economic returns of any and all development projects may materially differ

from the costs and returns estimated, and accordingly, our financial condition and results of operations may be negatively affected.

Our failure to satisfy the financial

commitments under the agreements controlling our rights to explore on our current prospects could result in our loss of those potential

opportunities.

We hold all of our mineral interests under

agreements and commitments that require ongoing financial obligations, including work commitments.

Our failure to satisfy those

obligations could result in a loss of those interests.

In such an event, we would be required to recognize an impairment of the

assets currently reported in our financial statements.

We are required to obtain government permits to begin

new operations.

These risks and costs may result in lower economic returns and may adversely affect

our business.

Mineral exploration, particularly for gold, involves

many risks and is frequently unproductive.

If mineralization is discovered, it may take a number of years until production is possible,

during which time the economic viability of the project may change.

Development projects may have no operating history

upon which to base estimates of future operating costs and capital requirements.

Development project items such as estimates of reserves,

metal recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data, obtained from a limited

number of drill holes and other sampling techniques, and feasibility studies.

Estimates of cash operating costs are then derived based

upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery rates of metals

from the ore, comparable facility and equipment costs, anticipated climate conditions and other factors.

As a result, actual cash operating

costs and economic returns of any and all development projects may materially differ from the costs and returns estimated, and accordingly,

our financial condition and results of operations may be negatively affected.

Our failure to satisfy the financial commitments

under the agreements controlling our rights to explore on our current prospects could result in our loss of those potential opportunities.

We hold all of our mineral interests under agreements

and commitments that require ongoing financial obligations, including work commitments.

Our failure to satisfy those obligations could

result in a loss of those interests.

In such an event, we would be required to recognize an impairment of the assets currently reported

in our financial statements.

We are required to obtain government permits

to begin new operations.

The acquisition of such permits can be materially impacted by third party litigation seeking to prevent the issuance

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permits for the commencement of new operations.

Obtaining the necessary governmental permits is a complex and time-consuming process

involving numerous jurisdictions and often involving public hearings and costly undertakings.

The duration and success of permitting

efforts are contingent on many factors that are out of our control.

The governmental approval process may increase costs and cause

delays depending on the nature of the activity to be permitted, and could cause us to not proceed with the development of a mine.

Accordingly, this approval process could harm our results of operations.

Any of our future acquisitions may result in significant

risks, which may adversely affect our business .

Obtaining the necessary governmental permits is a complex and time-consuming process involving

numerous jurisdictions and often involving public hearings and costly undertakings.

The duration and success of permitting efforts are

contingent on many factors that are out of our control.

The governmental approval process may increase costs and cause delays depending

on the nature of the activity to be permitted, and could cause us to not proceed with the development of a mine.

Accordingly, this approval

process could harm our results of operations.

Any of our future acquisitions may result in significant risks,

which may adversely affect our business .

An important element of our business strategy

is the opportunistic acquisition of operating mines, properties and businesses or interests therein within our geographical area

While it is our practice to engage independent mining consultants to assist in evaluating and making acquisitions,

any mining properties or interests therein we may acquire may not be developed profitably or, if profitable when acquired, that

profitability might not be sustained.

In connection with any future acquisitions, we may incur indebtedness or issue equity securities,

resulting in increased interest expense, or dilution of the percentage ownership of existing shareholders.

We cannot predict the

impact of future acquisitions on the price of our business or our common stock.

Unprofitable acquisitions, or additional indebtedness

or issuances of securities in connection with such acquisitions, may impact the price of our common stock and negatively affect

our results of operations.

Our ability to find and acquire new

mineral properties is uncertain.

is the opportunistic acquisition of operating mines, properties and businesses or interests therein within our geographical area of interest.

While it is our practice to engage independent mining consultants to assist in evaluating and making acquisitions, any mining properties

or interests therein we may acquire may not be developed profitably or, if profitable when acquired, that profitability might not be sustained.

In connection with any future acquisitions, we may incur indebtedness or issue equity securities, resulting in increased interest expense,

or dilution of the percentage ownership of existing shareholders.

We cannot predict the impact of future acquisitions on the price of

our business or our common stock.

Unprofitable acquisitions, or additional indebtedness or issuances of securities in connection with

such acquisitions, may impact the price of our common stock and negatively affect our results of operations.

Our ability to find and acquire new mineral

properties is uncertain.

Accordingly, our prospects are uncertain for the future growth of our business.

Because mines have limited lives based

on proven and probable ore reserves, we may seek to replace and expand our future ore reserves, if any.

Identifying promising mining

properties is difficult and speculative.

Furthermore, we encounter strong competition from other mining companies in connection

with the acquisition of properties producing or capable of producing gold.

Many of these companies have greater financial resources

Consequently, we may be unable to replace and expand future ore reserves through the acquisition of new mining properties

or interests therein on terms we consider acceptable.

As a result, our future revenues from the sale of gold or other precious

metals, if any, may decline, resulting in lower income and reduced growth.

Corporate and securities laws and regulations are likely

to increase our costs.

The Sarbanes-Oxley Act of 2002 (“SOX”),

Because mines have limited lives based on proven

and probable ore reserves, we may seek to replace and expand our future ore reserves, if any.

Identifying promising mining properties

is difficult and speculative.

Furthermore, we encounter strong competition from other mining companies in connection with the acquisition

of properties producing or capable of producing gold.

Many of these companies have greater financial resources than we do.

Consequently,

we may be unable to replace and expand future ore reserves through the acquisition of new mining properties or interests therein on terms

we consider acceptable.

As a result, our future revenues from the sale of gold or other precious metals, if any, may decline, resulting

in lower income and reduced growth.

Corporate and securities laws and regulations are likely to increase

The Sarbanes-Oxley Act of 2002 (“SOX”),

which became law in July 2002, has impacted our corporate governance, securities disclosure and compliance practices.

to the requirements of SOX, the SEC and major stock exchanges have promulgated rules and listing standards covering a variety of

Compliance with these rules and listing standards are likely to increase our general and administrative costs, and we

expect these to continue to increase in the future.

In particular, we are required to include the management report on internal

control as part of our annual reports pursuant to Section 404 of SOX.

We have evaluated our internal control systems in order (i)

to allow management to report on our internal controls, as required by these laws, rules and regulations, (ii) to provide reasonable

assurance that our public disclosure will be accurate and complete, and (iii) to comply with the other provisions of Section 404

We cannot be certain as to the timing of the completion of our evaluation, testing and remediation actions or the impact

these may have on our operations.

Furthermore, there is no precedent available by which to measure compliance adequacy.

not able to implement the requirements relating to internal controls and all other provisions of Section 404 in a timely fashion

or achieve adequate compliance with these requirements or other requirements of SOX, we might become subject to sanctions or investigation

by regulatory authorities such as the SEC or FINRA.

Any such action may materially adversely affect our reputation, financial condition

and the value of our securities, including our common stock.

SOX and these other laws, rules and regulations have increased legal

and financial compliance costs and have made our corporate governance activities more difficult, time-consuming and costly.

If we fail to maintain an effective system of internal controls,

we may not be able to accurately report our financial results or prevent fraud.

As a result, current and potential shareholders

could lose confidence in our financial reporting, this would harm our business and the trading price of our stock.

Effective internal controls are necessary

for us to provide reliable financial reports and effectively prevent fraud.

If we cannot provide financial reports or prevent fraud,

our business reputation and operating results could be harmed.

Inferior internal controls could also cause investors to lose confidence

in our reported financial information, which could have a negative effect on the trading price of our stock.

Nevada law and our by-laws protect our

directors from certain types of lawsuits.

Nevada law provides that our directors

will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as directors.

require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest

extent provided or allowed by law.

The exculpation provisions may have the effect of preventing shareholders from recovering damages

against our directors caused by their negligence, poor judgment or other circumstances.

The indemnification provisions may require

us to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor

judgment, or other circumstances.

The Company is subject to extensive government regulations

and permit requirements.

Operations, development and exploration

on the Company’s properties are affected to varying degrees by political stability and government regulations relating to

such matters as environmental protection, health, safety and labour, mining law reform, restrictions on production, price controls,

tax increases, maintenance of claims, tenure, and expropriation of property.

Failure to comply with applicable laws and regulations

may result in fines or administrative penalties or enforcement actions, including orders issued by regulatory or judicial authorities

enjoining or curtailing operations or requiring corrective measures, installation of additional equipment or remedial actions,

any of which could result in the Company incurring significant expenditures.

In response to the

requirements of SOX, the SEC and major stock exchanges have promulgated rules and listing standards covering a variety of subjects.

with these rules and listing standards are likely to increase our general and administrative costs, and we expect these to continue to

increase in the future.

In particular, we are required to include the management report on internal control as part of our annual reports

pursuant to Section 404 of SOX.

We have evaluated our internal control systems in order (i) to allow management to report on our internal

controls, as required by these laws, rules and regulations, (ii) to provide reasonable assurance that our public disclosure will be accurate

and complete, and (iii) to comply with the other provisions of Section 404 of SOX.

We cannot be certain as to the timing of the completion

of our evaluation, testing and remediation actions or the impact these may have on our operations.

Furthermore, there is no precedent

available by which to measure compliance adequacy.

If we are not able to implement the requirements relating to internal controls and

all other provisions of Section 404 in a timely fashion or achieve adequate compliance with these requirements or other requirements of

SOX, we might become subject to sanctions or investigation by regulatory authorities such as the SEC or FINRA.

Any such action may materially

adversely affect our reputation, financial condition and the value of our securities, including our common stock.

SOX and these other

laws, rules and regulations have increased legal and financial compliance costs and have made our corporate governance activities more

difficult, time-consuming and costly.

If we fail to maintain an effective system

of internal controls, we may not be able to accurately report our financial results or prevent fraud.

As a result, current and potential

shareholders could lose confidence in our financial reporting, this would harm our business and the trading price of our stock.

Effective internal controls are necessary for

us to provide reliable financial reports and effectively prevent fraud.

If we cannot provide financial reports or prevent fraud, our business

reputation and operating results could be harmed.

Inferior internal controls could also cause investors to lose confidence in our reported

financial information, which could have a negative effect on the trading price of our stock.

Nevada law and our by-laws protect our directors

from certain types of lawsuits.

Nevada law provides that our directors will not

be liable to us or our stockholders for monetary damages for all but certain types of conduct as directors.

Our by-laws require us to

indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed

The exculpation provisions may have the effect of preventing shareholders from recovering damages against our directors caused

by their negligence, poor judgment or other circumstances.

The indemnification provisions may require us to use our assets to defend our

directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

The Company is subject to extensive government regulations and permit

requirements.

Operations, development and exploration on the

Company’s properties are affected to varying degrees by political stability and government regulations relating to such matters

as environmental protection, health, safety and labour, mining law reform, restrictions on production, price controls, tax increases,

maintenance of claims, tenure, and expropriation of property.

Failure to comply with applicable laws and regulations may result in fines

or administrative penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or curtailing

operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which could result in the

Company incurring significant expenditures.

The activities of the Company require licenses

and permits from various governmental authorities.

The Company currently has been granted the requisite licenses and permits to

enable it to carry on its existing business and operations.

There can be no assurance that the Company will be able to obtain all

the necessary licenses and permits which may be required to carry out exploration, development and mining operations for its projects

in the future.

The Company might find itself in situations where the state of compliance with regulation and permits can be subject

to interpretation and challenge from authorities that could carry risk of fines or temporary stoppage.

Opposition of the Company’s exploration,

development and operational activities may adversely affect the Company’s reputation, its ability to receive mining rights

or permits and its current or future activities .

Maintaining a positive relationship with

the communities in which the Company operates is critical to continuing successful exploration and development.

Community support

for operations is a key component of a successful exploration or development project.

Various international and national laws,

codes, resolutions, conventions, guidelines and other materials relating to corporate social responsibility (including rights with

respect to health and safety and the environment) may also require government consultation with communities on a variety of issues

affecting local stakeholders, including the approval of mining rights or permits.

The Company may come under pressure in

the jurisdictions in which it explores or develops to demonstrate that other stakeholders benefit and will continue to benefit

from its commercial activities.

Local stakeholders and other groups may oppose the Company’s current and future exploration,

development and operational activities through legal or administrative proceedings, protests, roadblocks or other forms of public

expression against the Company’s activities.

Opposition by such groups may have a negative impact on the Company’s

reputation and its ability to receive necessary mining rights or permits.

Opposition may also require the Company to modify its

exploration, development or operational plans or enter into agreements with local stakeholders or governments with respect to its

projects, in some cases causing considerable project delays.

Any of these outcomes could have a material adverse effect on the

Company’s business, financial condition, results of operations and Common Share price.

The title to the Company’s properties could be

challenged or impugned.

Although the Company has or will receive

title opinions for any properties in which it has a material interest, there is no guarantee that title to such properties will

not be challenged or impugned.

The Company has not conducted surveys of the claims in which it holds direct or indirect interests

and, therefore the precise area and location of the properties may be in doubt.

The Company’s properties may be subject to

prior unregistered agreements or transfers or native land claims and title may be affected by unidentified or unknown defects.

Title insurance is generally not available for mineral properties and the Company’s ability to ensure that it has obtained

secure claims to individual mineral properties or mining concessions may be constrained.

A successful challenge to the Company’s

title to a property or to the precise area and location of a property could cause delays or stoppages to the Company’s exploration,

development or operating activities without reimbursement to the Company.

Any such delays or stoppages could have a material adverse

effect on the Company’s business, financial condition and results of operations.

The Company currently has been granted the requisite licenses and permits to enable

it to carry on its existing business and operations.

There can be no assurance that the Company will be able to obtain all the necessary

licenses and permits which may be required to carry out exploration, development and mining operations for its projects in the future.

The Company might find itself in situations where the state of compliance with regulation and permits can be subject to interpretation

and challenge from authorities that could carry risk of fines or temporary stoppage.

Opposition of the Company’s exploration,

development and operational activities may adversely affect the Company’s reputation, its ability to receive mining rights or permits

and its current or future activities .

Maintaining a positive relationship with the communities

in which the Company operates is critical to continuing successful exploration and development.

Community support for operations is a

key component of a successful exploration or development project.

Various international and national laws, codes, resolutions, conventions,

guidelines and other materials relating to corporate social responsibility (including rights with respect to health and safety and the

environment) may also require government consultation with communities on a variety of issues affecting local stakeholders, including

the approval of mining rights or permits.

The Company may come under pressure in the jurisdictions

in which it explores or develops to demonstrate that other stakeholders benefit and will continue to benefit from its commercial activities.

Local stakeholders and other groups may oppose the Company’s current and future exploration, development and operational activities

through legal or administrative proceedings, protests, roadblocks or other forms of public expression against the Company’s activities.

Opposition by such groups may have a negative impact on the Company’s reputation and its ability to receive necessary mining rights

Opposition may also require the Company to modify its exploration, development or operational plans or enter into agreements

with local stakeholders or governments with respect to its projects, in some cases causing considerable project delays.

Any of these outcomes

could have a material adverse effect on the Company’s business, financial condition, results of operations and Common Share price.

The title to the Company’s properties could be challenged

Although the Company has or will receive title

opinions for any properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged

The Company has not conducted surveys of the claims in which it holds direct or indirect interests and, therefore the

precise area and location of the properties may be in doubt.

The Company’s properties may be subject to prior unregistered agreements

or transfers or native land claims and title may be affected by unidentified or unknown defects.

Title insurance is generally not available

for mineral properties and the Company’s ability to ensure that it has obtained secure claims to individual mineral properties or

mining concessions may be constrained.

A successful challenge to the Company’s title to a property or to the precise area and location

of a property could cause delays or stoppages to the Company’s exploration, development or operating activities without reimbursement

to the Company.

Any such delays or stoppages could have a material adverse effect on the Company’s business, financial condition

and results of operations.

Risks Related to Our Stock

Future issuances of our common stock could dilute current

shareholders and adversely affect the market if it develops.

We have the authority to issue up to one

billion shares of common stock and 25 million shares of preferred stock and to issue options and warrants to purchase shares of

our common stock, without shareholder approval.

Future share issuances are likely due to our need to raise additional working capital

in the future.

Those future issuances will likely result in dilution to our shareholders.

In addition, we could issue large blocks

of our common stock to fend off unwanted tender offers or hostile takeovers without further shareholder approval, which would not

only result in further dilution to investors in this offering but could also depress the market value of our common stock, if a

public trading market develops.

We may issue preferred stock that would

have rights that are preferential to the rights of our common stock that could discourage potentially beneficial transactions to

our common shareholders.

An issuance of shares of preferred stock

could result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in

liquidation over our common stock and could, upon conversion or otherwise, have all of the rights of our common stock.

of Directors' authority to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change

in control through merger, tender offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve.

The issuance of preferred stock could impair the voting, dividend and liquidation rights of common stockholders without their approval.

There is currently an illiquid market

for our common shares, and shareholders may be unable to sell their shares for an indefinite period of time.

There is presently an illiquid market for

our common shares.

There is no assurance that a liquid market for our common shares will ever develop in the United States or elsewhere,

or that if such a market does develop that it will continue.

Future issuances of our common stock could dilute current shareholders

and adversely affect the market if it develops.

We have the authority to issue up to one billion

shares of common stock and 25 million shares of preferred stock and to issue options and warrants to purchase shares of our common stock,

without shareholder approval.

Future share issuances are likely due to our need to raise additional working capital in the future.

future issuances will likely result in dilution to our shareholders.

In addition, we could issue large blocks of our common stock to fend

off unwanted tender offers or hostile takeovers without further shareholder approval, which would not only result in further dilution

to investors in this offering but could also depress the market value of our common stock, if a public trading market develops.

We may issue preferred stock that would have

rights that are preferential to the rights of our common stock that could discourage potentially beneficial transactions to our common

shareholders.

An issuance of shares of preferred stock could

result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation

over our common stock and could, upon conversion or otherwise, have all of the rights of our common stock.

Our Board of Directors' authority

to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender

offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve.

The issuance of preferred stock could

impair the voting, dividend and liquidation rights of common stockholders without their approval.

There is currently an illiquid market for our

common shares, and shareholders may be unable to sell their shares for an indefinite period of time.

There is presently an illiquid market for our

common shares.

There is no assurance that a liquid market for our common shares will ever develop in the United States or elsewhere, or

that if such a market does develop that it will continue.

Over-the-counter stocks are subject to risks of high volatility

and price fluctuation.

We have not applied to have our shares

listed on any stock exchange or on the NASDAQ Capital Market, and we do not plan to do so in the foreseeable future.

The OTC market

for securities has experienced extreme price and volume fluctuations during certain periods.

These broad market fluctuations and

other factors, such as commodity prices and the investment markets generally, as well as economic conditions and quarterly variations

in our results of operations, may adversely affect the market price of our common stock and make it more difficult for investors

to sell their shares.

Trading in our securities is on an electronic bulletin

board established for securities that do not meet NASDAQ listing requirements.

As a result, investors will find it substantially

more difficult to dispose of our securities.

Investors may also find it difficult to obtain accurate information and quotations

as to the price of, our common stock.

Our stock price may be volatile and as a result, shareholders

could lose all or part of their investment.

The value of our shares could decline due to the impact of any of the following factors

upon the market price of our common stock:

We have not applied to have our shares listed

on any stock exchange or on the NASDAQ Capital Market, and we do not plan to do so in the foreseeable future.

The OTC market for securities

has experienced extreme price and volume fluctuations during certain periods.

These broad market fluctuations and other factors, such

as commodity prices and the investment markets generally, as well as economic conditions and quarterly variations in our results of operations,

may adversely affect the market price of our common stock and make it more difficult for investors to sell their shares.

Trading in our securities is on the OTC.QB which

is an electronic trading platform established for securities that do not meet NASDAQ listing requirements.

As a result, investors will

find it substantially more difficult to dispose of our securities.

Investors may also find it difficult to obtain accurate information

and quotations as to the price of, our common stock.

Our stock price may be volatile and as a result,

shareholders could lose all or part of their investment.

The value of our shares could decline due to the impact of any of the following

factors upon the market price of our common stock:

failure to meet operating budget;

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general economic trends.

In addition, stock markets have experienced

extreme price and volume fluctuations and the market prices of securities have been highly volatile.

These fluctuations are often

unrelated to operating performance and may adversely affect the market price of our common stock.

Outstanding shares that are eligible for future sale could

adversely impact a public trading market for our common stock.

All of the shares of common stock that

were distributed under the Athena spin-off dividend are free-trading shares.

In addition, in the future, we may offer and sell

shares without registration under the Securities Act.

All of such shares will be "restricted securities"

as defined by

Rule 144 ("Rule 144") under the Securities Act and cannot be resold without registration except in reliance on Rule 144

or another applicable exemption from registration.

Under Rule 144, our non-affiliates (who have not been affiliates within the

past 90 days) can sell restricted shares held for at least six months, subject only to the restriction that we made available public

information as required by Rule 144 (which restriction is not applicable after the shares have been held by non-affiliates for

at least 12 months).

Our affiliates can sell restricted securities after they have been held for six months, subject to compliance

with manner of sale, volume restrictions, Form 144 filing and current public information requirements.

No prediction can be made as to the effect,

if any, that future sales of restricted shares of common stock, or the availability of such common stock for sale, will have on

the market price of the common stock prevailing from time to time.

Sales of substantial amounts of such common stock in the public

market, or the perception that such sales may occur, could adversely affect the then prevailing market price of the common stock.

Owners of our common stock are subject to the “penny

In addition, stock markets have experienced extreme

price and volume fluctuations and the market prices of securities have been highly volatile.

These fluctuations are often unrelated to

operating performance and may adversely affect the market price of our common stock.

Outstanding shares that are eligible for future sale could adversely

impact a public trading market for our common stock.

All of the shares of common stock that were distributed

under the Athena spin-off dividend are free-trading shares.

In addition, in the future, we may offer and sell shares without registration

under the Securities Act.

All of such shares will be "restricted securities" as defined by Rule 144 ("Rule 144") under

the Securities Act and cannot be resold without registration except in reliance on Rule 144 or another applicable exemption from registration.

Under Rule 144, our non-affiliates (who have not been affiliates within the past 90 days) can sell restricted shares held for at least

six months, subject only to the restriction that we made available public information as required by Rule 144 (which restriction is not

applicable after the shares have been held by non-affiliates for at least 12 months).

Our affiliates can sell restricted securities after

they have been held for six months, subject to compliance with manner of sale, volume restrictions, Form 144 filing and current public

information requirements.

No prediction can be made as to the effect, if

any, that future sales of restricted shares of common stock, or the availability of such common stock for sale, will have on the market

price of the common stock prevailing from time to time.

Sales of substantial amounts of such common stock in the public market, or the

perception that such sales may occur, could adversely affect the then prevailing market price of the common stock.

Owners of our common stock are subject to the “penny stock”

Since our shares are not listed on a national

stock exchange or quoted on the Nasdaq Market within the United States, trading in our shares on the OTC market is subject, to

the extent the market price for our shares is less than $5.00 per share, to a number of regulations known as the "penny

stock rules".

The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by

the SEC, to provide the customer with additional information including current bid and offer quotations for the penny stock, the

compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of

each penny stock held in the customer's account, and to make a special written determination that the penny stock is a suitable

investment for the investor and receive the investor’s written agreement to the transaction.

To the extent these requirements

may be applicable they will reduce the level of trading activity in the secondary market for our shares and may severely and adversely

affect the ability of broker-dealers to sell our shares, if a publicly traded market develops.

We do not expect to pay cash dividends in the foreseeable

stock exchange or quoted on the Nasdaq Market within the United States, trading in our shares on the OTC market is subject, to the extent

the market price for our shares is less than $5.00 per share, to a number of regulations known as the "penny stock rules".

The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide the customer

with additional information including current bid and offer quotations for the penny stock, the compensation of the broker-dealer and

its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer's account,

and to make a special written determination that the penny stock is a suitable investment for the investor and receive the investor’s

written agreement to the transaction.

To the extent these requirements may be applicable they will reduce the level of trading activity

in the secondary market for our shares and may severely and adversely affect the ability of broker-dealers to sell our shares, if a publicly

traded market develops.

We do not expect to pay cash dividends in the foreseeable future.

Any return on investment may be limited to the value of our stock.

We have never paid any cash dividends on

any shares of our capital stock, and we do not anticipate that we will pay any dividends in the foreseeable future.

business plan is to retain any future earnings to finance the expansion of our business.

Any future determination to pay cash dividends

will be at the discretion of our Board of Directors, and will be dependent upon our financial condition, results of operations,

capital requirements and other factors as our board of directors may deem relevant at that time.

If we do not pay cash dividends,

our stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

Nevada law and our by-laws protect our

directors from certain types of lawsuits.

Nevada law provides that our directors

will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as directors.

require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest

extent provided or allowed by law.

The exculpation provisions may have the effect of preventing stockholders from recovering damages

against our directors caused by their negligence, poor judgment or other circumstances.

The indemnification provisions may require

us to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor

judgment, or other circumstances.

We have never paid any cash dividends on any shares

of our capital stock, and we do not anticipate that we will pay any dividends in the foreseeable future.

Our current business plan is

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

Any future determination to pay cash dividends will be at the

discretion of our Board of Directors, and will be dependent upon our financial condition, results of operations, capital requirements

and other factors as our board of directors may deem relevant at that time.

If we do not pay cash dividends, our stock may be less valuable

because a return on your investment will only occur if our stock price appreciates.

Nevada law and our by-laws protect our directors

from certain types of lawsuits.

Nevada law provides that our directors will not

be liable to us or our stockholders for monetary damages for all but certain types of conduct as directors.

Our by-laws require us to

indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed

The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused

by their negligence, poor judgment or other circumstances.

The indemnification provisions may require us to use our assets to defend our

directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

Risk Factors Related to the COVID-10 Pandemic

An occurrence

of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations.

The occurrence of an uncontrollable

event such as the COVID-19 pandemic may negatively affect our operations.

A pandemic typically results in social distancing, travel

bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors.

These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall

ability to react timely to mitigate the impact of this event.

Also, it may hamper our efforts to comply with our filing obligations

with the Securities and Exchange Commission.

An occurrence of an uncontrollable event such

as the COVID-19 pandemic may negatively affect our operations.

The occurrence of an uncontrollable event such as the COVID-19 pandemic

may negatively affect our operations.

A pandemic typically results in social distancing, travel bans and quarantine, and this may limit

access to our facilities, customers, management, support staff and professional advisors.

These factors, in turn, may not only impact

our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact

of this event.

Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.

UNRESOLVED STAFF COMMENTS.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors