What changed in this filing

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Item 1A. Risk Factors

2024-08-08 compared with 2013-02-15 · 1099 added, 520 removed, 5 unchanged (100% of the section changed)

The following risk factors should be

considered carefully in addition to the other information contained in this annual report.

This annual report contains forward-looking

Our business, financial condition, results of operations and stock price could be materially adversely affected by

any of these risks.

Risks Related to Our Business

We must raise additional capital in order to continue

operating our business, and such additional funds may not be available on acceptable terms or at all.

We do not generate any cash from operations

and must raise additional funds in order to continue operating our business.

On January 31, 2012, we completed a private placement

of convertible debentures for net proceeds of $250,000 (the “January Private Placement”), and on February 7, 2012 we

entered into a Subscription Agreement with an investor (the “February Subscription Agreement”) pursuant to which we

received proceeds of $1,250,000 from the sale of 625,000 shares of common stock and a convertible note in the aggregate amount

We expect to continue to fund our operations primarily through equity and debt financings in the future.

We expect our total expenditures over the

12 months following March 31, 2012, to be approximately $1,000,000.

However, our estimate of total expenditures could increase

if we encounter unanticipated difficulties.

In addition, our estimates of the amount of cash necessary to fund our business may

prove to be wrong and we could spend our available financial resources much faster than we currently expect.

If we cannot raise

the money that we need in order to continue to develop our business, we will be forced to delay, scale back or eliminate some or

all of our proposed operations.

If any of these were to occur, there is a substantial risk that our business would fail.

of additional funds may not be available on acceptable terms or at all.

Weak economic and capital markets conditions could result

in increased difficulties in raising capital for our operations.

We may not be able to raise money through the sale of our equity

securities or through borrowing funds on terms we find acceptable.

If we cannot raise the funds that we need, we will be unable

to continue our operations, and our stockholders could lose their entire investment in our company.

If we issue equity or convertible debt securities

to raise additional funds, our existing stockholders may experience substantial dilution, and the new equity or debt securities

may have rights, preferences and privileges senior to those of our existing stockholders.

If we incur additional debt, it may increase

our leverage relative to our earnings or to our equity capitalization, requiring us to pay additional interest expenses.

commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments.

We are a development-stage company and if our development

efforts fail you could lose some or all of your investment.

We are in the development stage.

not conducted any significant operations to date or received any operating revenues.

Potential investors should be aware of the

problems, delays, expenses and difficulties encountered by an enterprise in our stage of development, many of which may be beyond

These include, but are not limited to, problems relating to research and development of stevia seeds, seedlings, and

leaf supplies, obtaining sufficient acreage to successfully cultivate and harvest stevia, product testing, branding, sales and

marketing, and costs and expenses that may exceed current estimates.

We may not successfully develop and commercialize or sell

our potential stevia products, and any products we do develop may not be accepted by the marketplace.

We may never realize any

revenues, and if we do, our revenues may not be sufficient to support our operations and future research and development programs.

As a result, you could lose your entire investment.

Our independent auditors have expressed substantial doubt

about our ability to continue as a going concern and we will need to raise substantial additional capital to operate our business.

We have not generated any revenue from operations

since our incorporation.

From inception through March 31, 2012, we incurred an aggregate deficit of $1,431,515.

These circumstances

raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent

auditors’

report on our financial statements for the year ended March 31, 2012.

Although our financial statements raise substantial

doubt about our ability to continue as a going concern, they do not reflect any adjustments that might result if we are unable

to continue our business.

Our financial statements contain additional note disclosure describing the circumstances that lead to

this disclosure by our independent auditors.

We expect that our operating

expenses will increase substantially during the fiscal year ending March 31, 2013 as we ramp-up our business.

We received $250,000

through a convertible debt financing in the January Private Placement and aggregate proceeds of $1,250,000 in connection with the

February Subscription Agreement for the issuance of 625,000 shares of our common stock and convertible debentures with an aggregate

principal amount of $625,000.

After giving effect to the funds received in the January Private Placement and pursuant to

the February Subscription Agreement, we expect to have sufficient funds to operate our business over the 12 months from march 31,

However, our estimate of total expenditures could increase if we encounter unanticipated difficulties.

In addition, our estimates

of the amount of cash necessary to fund our business may prove to be wrong, and we could spend our available financial resources

much faster than we currently expect.

We expect to continue to seek funding from

our stockholders and other qualified investors in order to pursue our business plan.

We do not have any arrangements in place for

any future financing.

If we cannot raise the money that we need in order to continue to develop our business, we will be forced

to delay, scale back or eliminate some or all of our proposed operations.

We could be forced to discontinue plans for construction

or expansion of a laboratory and nursery facility, halt any planned development of proprietary stevia varieties, reduce or forego

sales and marketing efforts and forego attractive business opportunities.

If any of these were to occur, there is a substantial

risk that our business would fail.

Any additional sources of financing will likely involve the issuance of convertible debt or

equity securities, which will have a dilutive effect on our stockholders.

We are not currently profitable and may never become profitable.

We expect to incur substantial losses for

the near future, and we may never achieve or maintain profitability.

Even if we succeed in commercializing stevia products, we

could still incur losses for the foreseeable future and may never become profitable.

We also expect to experience negative cash

flow for the foreseeable future as we fund our operations and make significant capital expenditures.

As a result, we will need

to generate significant revenues in order to achieve and maintain profitability.

We may not be able to generate these revenues

or achieve profitability.

Our failure to achieve or maintain profitability could negatively impact the value of our common stock

and you could lose some or all of your investment.

We currently face, and will continue to face, significant

Additional competitors may enter the stevia business if the value of the market for stevia grows which may result

in a decrease in the market price of stevia extract.

Our major competitors for our core stevia

business are existing stevia producers in Japan, Korea, China and Malaysia.

These competitors include Cargill, Incorporated, GLG

Life Tech Corp., Blue California Inc., Corn Products International, Inc.

and Pure Circle Limited.

In addition, new competitors

may enter the stevia business if the value of the market for stevia grows which may result in a decrease in the market price of

stevia extract.

These competitors may have significantly

greater financial, technical and marketing resources, and may have a more established customer base.

There is no assurance that

we will be able to compete successfully against our competitors or that such competition will not have a material adverse effect

on our business operations or financial condition.

See "Description of the Business —

Competition”

this annual report.".

Stevia competes with sugar and high intensity sweeteners

in the global sweetener market and the success of stevia will largely depend on consumer perception of the positive health implications

of stevia relative to other sweeteners.

The continued growth of stevia's share of

the global sweetener market depends upon consumer acceptance of stevia and stevia related products and the health implications

of consuming stevia relative to other sweetener products.

The publication of any studies or revelation of other information that

has negative implications regarding the health impacts of consuming stevia may slow or reverse the growth in consumer acceptance

of stevia, which may have a material adverse effect on our business operations and financial condition.

If demand for stevia does not increase, there will be

excess capacity which will decrease the market price of stevia and reduce our potential revenues.

Stevia producers have developed a large

manufacturing capacity in expectation of a large demand for stevia products and we expect that demand for stevia will increase

significantly in the future, particularly in light of the fact that certain stevia products have received “generally recognized

as safe”

(“GRAS”) status in the United States.

However, there can be no assurance that this will be the case

and if demand for stevia does not increase, the stevia market may be subject to significant excess capacity, which would put downward

pressure on the market price of stevia and reduce our potential revenues.

We have not commercialized any stevia product.

we expect to launch stevia consumer products in 2013 using stevia extract from overseas producers, and we currently estimate that

we will produce and launch California stevia extract products by 2014, we may be unable to do so in that timeframe or at all.

We have not commercialized any stevia products,

including either stevia consumer products, or stevia extracts that would be resold to food and beverage manufacturers.

to generate revenues in 2013 from stevia consumer products such as a tabletop sweetener will depend on our ability to successfully

negotiate with private-label suppliers and to obtain reliable distribution with retail outlets.

However, because we do not currently

have California-produced stevia extract available, and currently estimate it will not be available until 2014, in the interim we

expect to use stevia extract that is commercially-available from overseas producers in any such consumer products.

We may be unable

to obtain stevia extract at reasonable prices or at all.

We have no experience developing, manufacturing and distributing stevia

products, and we may be unsuccessful in these efforts.

In addition, any products we may develop may not be competitive with the

existing or new stevia products of our competitors, and may not result in any revenues or profits to us.

Our ability to generate revenues from any

planned stevia extract products will depend on a number of factors, including our ability to successfully complete development

of food and utilize fermentation technologies, complete extraction and processing of stevia leaf in the United States, and obtain

necessary regulatory approvals.

We may be unable to develop relevant technologies, extract and process stevia leaf or obtain necessary

In addition, we will be subject to the risk that the marketplace will not accept our products.

Because of the numerous risks and uncertainties

associated with our product development and commercialization efforts, we are unable to predict the extent of our future losses

or when or if we will become profitable, and it is possible we will never commercialize any of our planned products or become profitable.

Our failure to obtain regulatory approval and successfully commercialize any of our products would have a material adverse effect

on our business, results of operations, financial condition and prospects and could result in our inability to continue operations.

Our competitors may develop products or technologies that

make ours undesirable or noncompetitive.

Many companies are engaged in the pursuit

of growing stevia leaf and manufacturing stevia extract.

Our future success will depend on our ability to establish and maintain

a competitive position with respect to technological advances, including the development of stevia varieties with high Rebaudioside

A (“Reb A”) content, or the development of stevia production processes that enable us to produce Reb A or other steviol

glycosides at low-cost.

Many companies also are currently engaged in the marketing and sales of stevia consumer products, including

foods, beverages, and sweetener products that contain stevia in varying quantities.

These companies have already obtained necessary

regulatory approvals, have already marketed and branded their stevia consumer products, and have already established relationships

with retail outlets for the distribution of their products.

Our future success will depend on our ability to create, market, and

achieve distribution for stevia consumer products that are differentiated from existing stevia consumer products.

Additionally,

until we are able to produce our own California stevia extract, the company will use stevia extract that is available from commercial

suppliers, and that may be more costly or of lower quality than certain competitors, which may put us at a competitive disadvantage

when trying to distinguish our stevia consumer products from existing consumer brands.

Many of our competitors have substantially

greater capital resources, research and development resources and experience, manufacturing and farming capabilities, regulatory

expertise, sales and marketing resources, established relationships with consumer products companies and production facilities.

Our competitors, either alone or with their collaborative partners, may succeed in developing stevia leaf or stevia consumer products

that taste better and are more affordable, and our competitors may obtain intellectual property protection or commercialize products

sooner than we do.

Developments by others may render our stevia leaf, stevia extracts, or stevia consumer products undesirable

by comparison, making it difficult for us to generate revenue.

Our limited operating experience could make our operations

inefficient or ineffective.

We are an early-stage company with only

a limited operating history upon which to base an evaluation of our current business and future prospects and how we will respond

following risk factors should be considered carefully in addition to the other information contained in this Annual Report.

Report contains forward-looking statements.

Our business, financial condition, results of operations and stock price could be materially

adversely affected by any of these risks.

Related to Our Business

will need to raise substantial additional capital to operate our business.

If we cannot obtain the capital we need to continue our operations,

our business could fail.

will need to raise additional funds in order to continue operating our business beyond the near term.

Since inception, we have primarily

funded our operations through equity and debt financings and, more recently, with operating profits.

If we do issue equity or convertible

debt securities to raise additional funds or to fund, in whole or in part, acquisitions in furtherance of our business strategy, our

existing stockholders may experience substantial dilution, and the new equity or debt securities may have rights, preferences and privileges

senior to those of our existing stockholders.

If we incur additional debt, it would increase our leverage relative to our earnings, if

any, or to our equity capitalization, requiring us to pay additional interest expense.

Obtaining commercial loans, assuming those loans

would be available, would increase our liabilities and future cash commitments.

We also may raise funds by selling some or all of our assets.

Regardless of the

manner in which we seek to raise capital, we may incur substantial costs in those pursuits, including investment banking fees, legal

fees, accounting fees, and other related costs.

limited operating experience could make our operations inefficient or ineffective.

have only a limited operating history upon which to base an evaluation of our current business and future prospects and how we will respond

to competitive, financial or technological challenges.

Only recently have we explored opportunities in the commercialization of

stevia leaf or stevia extracts.

As a result, the revenue and income potential of our business is unproven.

In addition, because

of our limited operating history, we have limited insight into trends that may emerge and affect our business.

We may make errors

in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently

encountered by early-stage companies in evolving markets.

We may not be able to successfully address any or all of these risks

and uncertainties.

Failure to adequately do so could cause our business, results of operations and financial condition to suffer

We may not be able to manage our expansion of operations

Our success will depend upon the expansion

of our operations and the effective management of any growth, which will place a significant strain on our management and on our

administrative, operational and financial resources.

To manage this growth, we must expand our facilities, augment our operational,

financial and management systems and hire and train qualified personnel.

Our management will also be required to develop relationships

with customers, suppliers and other third parties.

Our current and planned operations, personnel, systems, and internal procedures

and controls may not be adequate to support our future growth.

If we are unable to manage our growth effectively, we may not be

able to take advantage of market opportunities, execute our business strategies or respond to competitive pressures.

If we are unable to hire qualified personnel we may not

be able to implement our business plan.

As of July 3, 2012, we have one full-time

employee, our Chief Executive Officer Robert Brooke, and three part-time employees.

Attracting and retaining qualified personnel

will be critical to our success.

Our success will be highly dependent on the hiring and retention of key personnel and scientific

There is intense competition for qualified personnel in our area of activities, and we may not be able to attract and retain

the qualified personnel necessary for the development of its respective business.

In addition, we may have difficulty recruiting

necessary personnel as a result of our limited operating history.

The loss of key personnel or the failure to recruit necessary

additional personnel could impede the achievement of our business objectives.

We may choose to hire part-time employees

or use consultants.

As a result, certain of our employees, officers, directors and consultants may from time to time serve as officers,

directors and consultants of other companies.

These other companies may have interests in conflict with ours.

In addition, we expect

to rely on independent organizations, advisors and consultants to provide certain services, including product testing and construction.

The services of these independent organizations, advisors and consultants may not be available to us on a timely basis when needed,

and if they are not available, we may not be able to find qualified replacements.

If we are unable to retain the services of qualified

personnel, independent organizations, advisors and consultants, we may not be able to implement our business plan.

Our research and development efforts may use novel alternative

technologies and approaches that have not been widely studied.

If these technologies are ineffective, we may never develop viable

We may use novel approaches and new technologies

that have not been widely studied in our product development efforts.

These approaches and technologies may not be successful.

We expect to apply these approaches and technologies in our attempt to discover new conditions for production of proprietary stevia

varieties that are also the subject of research and development efforts of many other companies.

If our research and development

efforts are unsuccessful we will be unable to develop our products or generate revenues, and you could lose all or part of your

If we are unable to market and distribute our products

effectively we may be unable to generate significant revenue.

We currently have no sales, marketing or

distribution capabilities.

We do not anticipate having the resources in the foreseeable future to allocate to the sales and marketing

of our proposed products.

We intend to pursue collaborative arrangements regarding the sales and marketing of our products, however,

we may be unable to establish or maintain such collaborative arrangements, or if able to do so, they may not provide us with the

sales and marketing benefits we expect.

To the extent that we decide not to, or are unable to, enter into collaborative arrangements

with respect to the sale and marketing of our proposed products, significant capital expenditures, management resources and time

will be required to establish and develop an in-house marketing and sales force with appropriate expertise.

We may not be able

In addition, because of our limited operating history, we have limited insight

into trends that may emerge and affect our businesses, and limited experience responding to such trends.

We may make errors in predicting

and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by

early-stage companies in evolving markets.

We may not be able to successfully address any or all of these risks and uncertainties.

to adequately to do so could cause our business, results of operations and financial condition to suffer or fail.

may not be able to manage our expansion of operations effectively.

we are able to attract additional capital, we intend to expand our operations.

To manage this growth, we may need to expand our facilities,

augment our operational, financial and management systems and hire and train qualified personnel.

Our management will also be required

to develop new relationships with customers, suppliers and other third parties.

Our current and planned operations, personnel, systems,

and internal procedures and controls may not be adequate to support our future growth.

If we are unable to manage our growth effectively,

we may not be able to take advantage of market opportunities, execute our business strategies or respond to competitive pressures.

If we are unable to hire and retain qualified

personnel, we may not be able to implement our business plan.

As of March 28, 2024, we employed

56 full-time employees.

Attracting and retaining personnel will be critical to our success.

We may not be able to attract and retain the

qualified personnel necessary for the development of our business.

In addition, we may have difficulty recruiting necessary personnel

as a result of our limited operating history.

The loss of key personnel or the failure to recruit necessary additional personnel could

impede the achievement of our business objectives.

In addition, we expect to rely

on independent organizations, advisors and consultants to provide certain services.

The services of these independent organizations, advisors

and consultants may not be available to us on a timely basis when needed or on acceptable terms, and if they are not available, we may

not be able to find qualified replacements.

If we are unable to retain the services of qualified personnel, independent organizations,

advisors and consultants, we may not be able to implement our business plan.

Our CEO and certain other Company employees

devote substantial portions of their time to businesses other than the Company’s business.

Certain of our officers, directors

and employees devote substantial portions of their time to businesses of other companies.

Our CEO, Michael Cavanaugh, currently serves

as Chief Investment Officer of Tower 1 Partnership, LLC, an investment firm focused on private and public investments in a variety of

industries, and as the manager of several non-affiliated investment partnerships, pursuant to which he devotes a significant portion of

The commitments of our officers, directors and employees to these other businesses may cause them to devote less time to the

Company than would otherwise be the case.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of

third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,

or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary

information and sensitive or confidential data.

As an early-stage company without significant investments in data security protection,

we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against, or

to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination of

them, could have adverse consequences on our business and lead to financial loss.

Related to Our Environmental-Related Businesses

may have difficulty accomplishing our growth strategy within and outside of our current service areas.

ability to expand our business, both within our current service areas and into new areas, involves significant risks, including, but

not limited to:

in regulatory landscape reducing the demand for, and incentives relating to, our land reclamation, water treatment and related environmental

or maintaining necessary regulatory permits, licenses or approvals;

in economic or population growth and development in our service areas, particularly in the coal mining industry and in those agricultural

and commercial businesses and real estate developments which benefit from our land reclamation and water treatment services;

related to planning and commencing new operations, including inaccurate assessment of the demand for our land reclamation, water

treatment and related environmental services and products and inability to begin operations as scheduled;

potential inability to identify suitable acquisition opportunities or to form relationships with coal mining operators or other

landowners necessary to form strategic partnerships.

costs, construction costs and costs of providing services may rise faster than revenue.

ability to increase the rates at which we provide our land reclamation, water treatment and related environmental services may be limited

by a variety of factors.

However, our costs are subject to market conditions and other factors, and may increase significantly.

largest component of our equipment operating costs is made up of salaries and wages.

These costs are affected by the local supply and

demand for qualified labor.

Other large components of our costs are general insurance, workers compensation insurance, employee benefits

and health insurance costs.

These costs may increase disproportionately to our service rate increases and may have a material adverse

effect on our financial condition and results of operations.

suppliers may fail to deliver materials and parts according to schedules, prices, quality and volumes that are acceptable to us, or we

may be unable to manage these materials and parts effectively.

equipment we use in our land reclamation and water treatment and reclamation business contains materials and parts purchased

globally from many suppliers which exposes us to potential component shortages or delays.

Unexpected changes in business conditions,

materials pricing, labor issues, wars such as the current conflicts in Gaza and Ukraine, trade policies, natural disasters, health

epidemics such as the global COVID-19 pandemic, trade and shipping disruptions, port congestions and other factors beyond our or our

suppliers’ control could also affect these suppliers’ ability to deliver components to us or to remain solvent and

Additionally, if our suppliers do not accurately forecast and effectively allocate production or if they are not

willing to allocate sufficient production to us, it may reduce our access to components and require us to search for new suppliers.

The unavailability of any component or supplier could result in delays in providing our services and products.

Our suppliers may not

be willing or able to sustainably meet our timelines or our cost, quality and volume needs, or to do so may cost us more, which may

require us to replace them with other sources.

While we believe that we will be able to secure additional or alternate sources for

most of our necessary components or products, there is no assurance that we will be able to do so quickly or at all or at prices that are financially feasible.

financial results depend on successful project execution and may be adversely affected by cost overruns, failure to meet customer schedules

or other execution issues.

portion of our revenue is derived from projects that are technically complex and that may last over many months.

These projects are subject

to a number of significant risks, including project delays, cost overruns, changes in scope, unanticipated site conditions, design and

engineering issues, incorrect cost assumptions, increases in the cost of materials and labor, safety hazards, third party performance

issues, weather issues and changes in laws or permitting requirements.

If we are unable to manage these risks, we may incur higher costs,

liquidated damages and other liabilities to our customers, which may decrease our profitability and harm our reputation.

Our continued

growth will depend in part on executing a higher volume of large projects, which will require us to expand and retain our project management

and execution personnel and resources.

face competition in our industry, and we may be unable to attract customers and maintain a viable business.

can be no assurance that we will be able to successfully compete with our competitors.

Our competitors may be able to offer similar

services which prove to be more popular with potential customers than our services.

Our ability to grow and achieve profitability

will depend on our ability to satisfy our customers and withstand increasing competition by providing superior environmental

services at reasonable cost.

There can be no assurance that we will be able to achieve or maintain a successful competitive

we become subject to environmental-related claims, we could incur significant cost and time to comply.

land reclamation and water treatment business activities create a risk of significant environmental liabilities and reputational damage.

Under applicable environmental laws and regulations, we could be strictly, jointly and severally liable for releases of regulated substances

by us at the properties of others, including if such releases result in contamination of air or water or cause harm to individuals.

business activities also create a risk of contamination or injury to our employees, customers or third parties, from the use, treatment,

storage, transfer, handling and/or disposal of these materials.

the event that our business activities result in environmental liabilities, such as those described above, we could incur significant

costs or reputational damage in connection with the investigation and remediation of environmental contamination, and we could be liable

for any resulting damages including natural resource damages.

Such liabilities could exceed our available cash or any applicable insurance

coverage we may have.

Additionally, we are subject to, on an ongoing basis, federal, state and local laws and regulations governing the

use, storage, handling and disposal of these materials and specified waste products.

The cost of compliance with these laws and regulations

may become significant and could have a material adverse effect on our business, financial condition, results of operations or prospects.

we may incur costs to defend our position even if we are not liable for consequences arising out of environmental damage.

Our insurance

policies may not be sufficient to cover the costs of defending such claims.

to effectively treat emerging contaminants could result in material liabilities.

number of emerging contaminants might be found in water that we treat that may cause a number of illnesses.

In applications where treated

water enters the human body, illness and death may result if contaminants or pathogens are not eliminated during the treatment process.

The potential impact of a contamination of water treated using our products, services or solutions is difficult to predict and could

lead to an increased risk of exposure to product liability claims, increased scrutiny by federal and state regulatory agencies and negative

Further, an outbreak of disease in any one of the markets we serve could result in a widespread loss of customers across such

may incur liabilities to customers as a result of failure to meet performance guarantees, which could reduce our profitability.

customers may seek performance guarantees as to our equipment and services.

Failure to meet specifications of our customers or our

failure to meet our performance guarantees may increase our costs by requiring us to provide additional resources and services,

monetary reimbursement to a customer or could otherwise result in liability to our customers.

To the extent that we incur

substantial performance guarantee claims, our reputation, earnings and ability to obtain future business could be

materially adversely affected.

in, and compliance with, current and future environmental and climate change laws and regulations could impact our land reclamation and

water treatment business, financial condition or results of operations.

business, operations, and product and service offerings are subject to and affected by many federal, state, local and foreign

environmental laws and regulations, including those enacted in response to climate change concerns.

Compliance with existing laws

and regulations currently requires, and compliance with future laws is expected to continue to require, increasing operating and

capital expenditures in order to conform to changing environmental standards and regulations, which could impact our business,

financial condition and results of operations.

Furthermore, environmental laws and regulations may authorize substantial fines and

criminal sanctions to address violations, and may require the installation of costly pollution control equipment or operational

changes to limit emissions or discharges.

We also incur, and expect to continue to incur, costs to comply with current environmental

laws and regulations.

At the same time, the demand for our land reclamation and water treatment services also is driven by federal

and state laws, regulations and programs which create incentives for our services.

Developments such as the adoption of new

environmental laws and regulations, stricter enforcement of existing laws and regulations, violations by us of such laws and

regulations, discovery of previously unknown or more extensive contamination, litigation involving environmental impacts, our

inability to recover costs associated with any such developments, or the financial insolvency of other responsible parties could in

the future have a material adverse effect on our financial condition and results of operations.

insurance may not provide adequate coverage.

we maintain general and product liability, property and commercial insurance coverage in amounts which we consider prudent, there

can be no assurance that such insurance will prove adequate in the event of actual casualty losses or broader calamities such as

earthquakes, financial crises, economic depressions or other catastrophic events, which are either uninsurable or not economically

Any such losses could have a material adverse effect on the performance of our systems.

land reclamation and water treatment business is subject to various statutory and regulatory requirements, which may increase in the

land reclamation and water treatment business is subject to various statutory and regulatory requirements.

Our ability to continue to

hold licenses and permits required for our land reclamation and water treatment business is subject to maintaining satisfactory compliance

with such requirements.

We may incur significant costs to maintain compliance.

Our ability to obtain modifications to our permits may

be met with resistance, substantial statutory or regulatory requirements or may be too costly to achieve.

These requirements may cause

us to postpone or cancel our plans.

Future statutory and regulatory requirements, including any legislation focused on combating climate

change, may require significant cost to comply or may require changes to our products or services.

environmental regulations to which we are subject may increase our costs and potential liabilities and limit our ability to operate.

land reclamation and water treatment business is subject to various federal, state, and local environmental requirements, including those

relating to emissions to air, discharged wastewater, storage, treatment, transport and disposal of regulated materials and cleanup of

coal mining and groundwater contamination.

Efforts to conduct our operations in compliance with all applicable laws and regulations,

including environmental rules and regulations, require programs to promote compliance, such as training employees and customers, purchasing

health and safety equipment and in some cases hiring outside consultants and lawyers.

Even with these programs, we face the risk of being

subject to government enforcement proceedings, which can result in fines or other sanctions and require expenditures for remedial work

on contaminated sites.

The landscape of environmental regulation to which we are subject can change.

Changes to environmental regulation

often present new business opportunities for us;

however, such changes may also result in increased operating and compliance costs.

we seek to monitor the landscape of environmental regulation, our ability to navigate is limited by our small size and resources, and

any changes to such regulations may result in a material effect on our operations, cash flows or financial condition.

also have the power to suspend or revoke permits or licenses needed for operation of our equipment and vehicles based on, among other

factors, our compliance record, and customers may decide not to do business with us because of concerns about our compliance record.

Suspension or revocation of permits or licenses would impact our land reclamation and water treatment business and could have a material

impact on our financial results.

Although we have never had any of our operating permits revoked, suspended or non-renewed involuntarily,

it is possible that such an event could occur in the future.

environmental laws and regulations impose liability and responsibility on present and former owners, operators or users of facilities

and sites for contamination at such facilities and sites without regard to causation or knowledge of contamination.

Investigations undertaken

in connection with these activities may lead to discoveries of contamination that must be remediated, and closures of facilities might

trigger compliance requirements that are not applicable to operating facilities.

the coal mining remediation market, demand for our services will be limited to a specific customer base and highly correlated to the

coal mining industry.

The coal mining industry’s demand for our services and products is affected by a number of factors including

the volatile nature of the coal mining industry’s business, increased use of alternative types of energy and technological developments

in the coal mining extraction process.

A significant reduction in the target market’s demand for coal mining would reduce the demand

for our services and products, which would have a material adverse effect upon our business, financial condition, results of operations

and cash flows.

require a variety of permits to operate our business.

If we are not successful in obtaining and/or maintaining those permits it will

adversely impact our operations.

land reclamation and water treatment business requires permits to operate.

Our inability to obtain permits in a timely manner could result

in substantial delays to our business.

The issuance of permits is dependent on the applicable government agencies and is beyond our control

and that of our customers.

There can be no assurance that we and/or our customers will receive the permits necessary to operate, which

could substantially and adversely affect our operations and financial condition.

on the nature of our business, we currently depend and are likely to continue to depend on a limited number of customers for a significant

portion of our revenues.

currently have five customers in West Virginia that account for substantially all of our land reclamation and water treatment business.

The failure to obtain additional customers or the loss of all or a portion of the revenues attributable to any current or future customer

as a result of competition, creditworthiness, inability to negotiate extensions or replacement of contracts or otherwise could have a

material adverse effect on our business, financial condition, results of operations and cash flows.

our customers do not enter into, extend or honor their contracts with us, our profitability could be adversely affected.

to receive payment for production depends on the continued solvency and creditworthiness of our customers and prospective customers.

If any of our customers’ creditworthiness suffers, we may bear an increased risk with respect to payment defaults.

refuse to make payments for which they have a contractual obligation, our revenues could be adversely affected.

Related to Our Cannabinoid Drug Development Business

we are unable to market and distribute our products effectively, we may be unable to generate significant revenue.

currently have no sales, marketing or distribution capabilities with respect to our cannabinoid drug development business.

If sufficient capital is available, we may choose

to build sales, marketing or distribution capabilities internally or pursue collaborative arrangements for the sales and marketing of

our products.

We may be unable

to establish or maintain relationships with third party collaborators or develop in-house sales and distribution capabilities.

To the extent that we depend on third parties for marketing and distribution, any revenues we receive will depend upon the efforts

of such third parties, and such efforts may be unsuccessful.

If we fail to protect or enforce our intellectual property

rights or secure rights to patents of others, the value of our intellectual property rights would diminish.

We currently have no patents, patent applications

or trademarks.

However, we expect to develop such intellectual property as we increase our research and development efforts.

may be unable to obtain patents or other protection for any intellectual property we do develop.

If we are issued patents, we cannot

predict whether the degree and range of protection any patents will afford us against competitors including whether third parties

will find ways to invalidate or otherwise circumvent our patents.

Others may obtain patents claiming aspects similar to those covered

by our patents and patent applications, which may limit the efficacy of the protections afforded by any patents we may obtain.

Our success will also depend upon the skills,

knowledge and experience of our personnel, our consultants and advisors as well as our licensors and contractors.

To help protect

any proprietary know-how we develop and any inventions for which patents may be unobtainable or difficult to obtain, we expect

to rely on trade secret protection and confidentiality agreements.

To this end, we expect to require our employees, consultants,

advisors and contractors to enter into agreements which prohibit the disclosure of confidential information and, where applicable,

extent that we depend on third parties for marketing and distribution, any revenues we receive will depend upon the efforts of such third

parties and there can be no assurance that such third parties will establish adequate sales and distribution capabilities or be successful

in gaining market acceptance of any approved product.

If we are not successful in commercializing any product approved in the future,

either on our own or through third parties, our business, financial condition and results of operations could be materially adversely

may seek orphan drug status for our products for the treatment of certain diseases or conditions, but we may be unable to obtain such

designation or to maintain the benefits associated with orphan drug status, including market exclusivity, which may cause our revenue,

if any, to be reduced.

authorities in some jurisdictions, including the United States and European Union, may designate drugs for relatively small patient populations

as orphan drugs.

The FDA may grant Orphan Drug Designation to drugs intended to treat a rare disease or condition that affects fewer

than 200,000 individuals annually in the United States, or, if the disease or condition affects more than 200,000 individuals annually

in the United States, if there is no reasonable expectation that the cost of developing and making the drug would be recovered from sales

in the United States.

In the European Union, the EMA’s Committee for Orphan Medicinal Products grants Orphan Drug Designation to

promote the development of products that are intended for the diagnosis, prevention or treatment of life-threatening or chronically debilitating

conditions affecting not more than five in 10,000 persons in the European Union.

Additionally, designation is granted for products intended

for the diagnosis, prevention or treatment of a life-threatening, seriously debilitating or serious and chronic condition and when, without

incentives, it is unlikely that sales of the drug in the European Union would be sufficient to justify the necessary investment in developing

the United States, Orphan Drug Designation entitles a party to financial incentives, such as opportunities for grant funding towards

clinical trial costs, tax credits for certain research and user fee waivers under certain circumstances.

In addition, if a product receives

the first FDA approval for the indication for which it has orphan designation, the product is entitled to seven years of market exclusivity,

which means the FDA may not approve any other application for the same drug for the same indication for a period of seven years, except

in limited circumstances, such as a showing of clinical superiority over the product with orphan exclusivity.

Orphan drug exclusivity

does not prevent the FDA from approving a different drug for the same disease or condition, or the same drug for a different disease

or condition.

In the European Union, Orphan Drug Designation also entitles a party to financial incentives such as reduction of fees

or fee waivers and ten years of market exclusivity following drug approval.

This period may be reduced to six years if the Orphan Drug

Designation criteria are no longer met, including where it is shown that the product is sufficiently profitable so that market exclusivity

is no longer justified.

a result, even if our products receive orphan exclusivity, the FDA or European Medicines Agency (EMA) can still approve other drugs that

have a different active ingredient for use in treating the same indication.

Furthermore, the FDA can waive orphan exclusivity if we are

unable to manufacture sufficient supply of our products or the EMA could reduce the term of exclusivity if our products are sufficiently

we have received orphan drug designation for our VBX-100 prodrug for the treatment of pediatric ulcerative colitis, exclusive marketing

rights in the United States may be limited if we seek approval for an indication broader than the orphan designated indication and may

be lost if the FDA or EMA later determines that the request for designation was materially defective or if the manufacturer is unable

to assure sufficient quantities of the product to meet the needs of patients with the rare disease or condition.

are dependent on the success of our products, which are still in pre-clinical development and will require significant capital resources

and years of clinical development effort.

currently have no pharmaceutical products on the market, and our product candidates are still in pre-clinical development.

The success of our cannabinoid drug development business

depends on the successful clinical development, regulatory approval and commercialization of our product candidates, and additional pre-clinical

testing and substantial clinical development and regulatory approval efforts will be required before we are permitted to commence commercialization,

Any clinical trials and manufacturing and marketing of product candidates will be subject to extensive and rigorous review and

regulation by numerous government authorities in the United States and other jurisdictions where we intend to test and, if approved,

market our product candidates.

Before obtaining regulatory approvals for the commercial sale of any product candidate, we would need

to demonstrate through pre-clinical testing and clinical trials that the product candidate is safe and effective for use in each target

indication, and potentially in specific patient populations.

This process can take many years and may include post-marketing studies

and surveillance, which would require the expenditures of substantial resources beyond our current resources.

Even if we are able to obtain the requisite

financing to continue to fund our research, development and clinical programs, we are not certain that any of our product candidates

will be successfully developed or commercialized.

the results of pre-clinical testing are not necessarily predictive of future results, our products may not have favorable results in

their clinical trials.

positive results from our pre-clinical testing of our products may not necessarily be predictive of the results from clinical trials

If we fail to

produce positive results in our clinical trials, the development timeline and regulatory approval and commercialization prospects for

our products and, correspondingly, our business and financial prospects, would be materially adversely affected.

or delays in the completion of our pre-clinical studies or the commencement and completion of our clinical trials could result in increased

costs to us and could delay, prevent or limit our ability to generate revenue and continue our business.

date, we have not completed our pre-clinical animal studies or commenced any clinical trials.

Successful completion of such pre-clinical

animal studies and clinical trials is a prerequisite to submitting an NDA to the FDA or a marketing authorization application (MAA) to

Clinical trials are expensive, difficult to design and implement, can take many years to complete and their outcomes are uncertain.

A product candidate can unexpectedly fail at any stage of clinical development.

The historic failure rate for product candidates is high

due to scientific feasibility, safety, efficacy, changing standards of medical care and other variables.

The commencement and completion

of clinical trials can be delayed or prevented for a number of reasons, including, among others:

delays in reaching or failing to reach agreement on acceptable terms with prospective clinical trial sites, the terms of which can be

subject to extensive negotiation and may vary significantly among different clinical trial sites;

delays or inability in manufacturing or obtaining sufficient quantity or quality of a product candidate or other materials necessary

to conduct clinical trials due to regulatory and manufacturing constraints, including delays or an inability to hire appropriate staff

or consultants with requisite expertise in chemistry and manufacturing controls for pharmaceutical products;

difficulties obtaining Institutional Review Board (IRB), DEA or comparable foreign regulatory authority, or ethics committee approval

to conduct a clinical trial at a prospective site or sites;

challenges in recruiting and enrolling patients to participate in clinical trials, including the size and nature of the patient population,

the proximity of patients to clinical trial sites, eligibility criteria for the clinical trial, the nature of the clinical trial protocol,

the availability of approved effective treatments for the relevant indication and competition from other clinical trial programs for

similar indications;

severe or unexpected toxicities or drug-related side effects experienced by patients in our clinical trials or by individuals using drugs

similar to our product candidates;

DEA or comparable foreign regulatory authority-related recordkeeping, reporting or security violations at a clinical trial site, leading

the DEA, state authorities or comparable foreign regulatory authorities to suspend or revoke the controlled substance license at the

site and causing a delay or termination of planned or ongoing clinical trials;

regulatory concerns with cannabinoid products generally and the potential for abuse of those products;

difficulties retaining patients who have enrolled in a clinical trial who may withdraw due to lack of efficacy, side effects, personal

issues or loss of interest;

ambiguous or negative interim results;

lack of adequate funding to continue the clinical trial.

addition, a clinical trial may be suspended or terminated by us, the FDA, IRBs, ethics committees, data safety monitoring boards or other

foreign regulatory authorities overseeing the clinical trial at issue or other regulatory authorities due to a number of factors, including,

among others:

failure to conduct the clinical trial in accordance with regulatory requirements or our clinical trial protocols;

inspection of the clinical trial operations, clinical trial sites, or drug manufacturing facilities by the FDA, the DEA, the EMA or other

foreign regulatory authorities that reveals deficiencies or violations that require us to undertake corrective action, including the

imposition of a clinical hold;

unforeseen safety issues, including any safety issues that could be identified in our ongoing toxicology studies;

adverse side effects or lack of effectiveness;

changes in government regulations or administrative actions.

intend to focus on prodrugs for certain indications, and may fail to capitalize on other product candidates or other indications that

may be more profitable or for which there is a greater likelihood of success.

we have limited financial and managerial resources, we have reduced the scope of our research program and have limited that research

to our proprietary products for certain indications, which concentrates the risk of product failure in the event the products prove to

be unsafe, ineffective or inadequate for clinical development or commercialization.

As a result, we may forego or delay pursuit of opportunities

with other product candidates or for other indications that could later prove to have greater commercial potential.

Our resource allocation

decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities.

If we do not accurately evaluate

the commercial potential or target market for our products, we may relinquish valuable rights to our products through collaboration,

licensing or other royalty arrangements in cases in which it would have been more advantageous for us to retain sole development and

commercialization rights to our products.

regulatory approval processes of the FDA, the EMA and other comparable foreign regulatory authorities are lengthy, time-consuming and

inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for our product candidates, our business will

be substantially harmed.

are not permitted to market our product candidates in the United States or the European Union until we receive approval of an NDA from

the FDA or an MAA from the EMA, respectively, or in any foreign countries until we receive the requisite approval from such countries.

Prior to submitting an NDA to the FDA or an MAA to the EMA for approval of our product candidates we will need to complete our ongoing

pre-clinical studies, as well as Phase 1, Phase 2 and Phase 3 clinical trials.

We are still conducting pre-clinical studies and have

not yet commenced our clinical program or tested any product in humans.

Successfully initiating and completing our clinical program and

obtaining approval of an NDA or MAA is a complex, lengthy, expensive and uncertain process, and the FDA or EMA may delay, limit or deny

approval of our product candidates for many reasons, including, among others, because:

we may not be able to demonstrate that our product candidates are safe and effective in treating patients to the satisfaction of the

the results of our clinical trials may not meet the level of statistical or clinical significance required by the FDA or EMA for marketing

the FDA or EMA may disagree with the number, design, size, conduct or implementation of our clinical trials;

the FDA or EMA may require that we conduct additional clinical trials;

the FDA or EMA or other applicable foreign regulatory authorities may not approve the formulation, labeling or specifications of our

product candidates;

the contract research organizations, or CROs, and other contractors that we may retain to conduct our clinical trials may take actions

outside of our control that materially adversely impact our clinical trials;

the FDA or EMA may find the data from pre-clinical studies and clinical trials insufficient to demonstrate that our products’ clinical

and other benefits outweigh their safety risks;

the FDA or EMA may disagree with our interpretation of data from our pre-clinical studies and clinical trials;

the FDA or EMA may not accept data generated at our clinical trial sites or may disagree with us over whether to accept efficacy results

from clinical trial sites outside the United States where the standard of care is potentially different from that in the United States;

if and when our NDAs or MAAs are submitted to the FDA or EMA, as applicable, the regulatory agency may have difficulties scheduling the

necessary review meetings in a timely manner, may recommend against approval of our application or may recommend or require, as a condition

of approval, additional pre-clinical studies or clinical trials, limitations on approved labeling or distribution and use restrictions;

the FDA may require development of a Risk Evaluation and Mitigation Strategy (REMS), which would use risk minimization strategies beyond

the professional labeling to ensure that the benefits of certain prescription drugs outweigh their risks, as a condition of approval

or post-approval, and the EMA may grant only conditional approval or impose specific obligations as a condition for marketing authorization,

or may require us to conduct post-authorization safety studies;

the FDA, EMA, DEA or other applicable foreign regulatory agencies may not approve the manufacturing processes or facilities of third-party

manufacturers with which we contract;

the DEA or other applicable foreign regulatory agency may establish quotas that limit the quantities of controlled substances available

to our manufacturers;

the FDA or EMA may change their approval policies or adopt new regulations.

of these factors, many of which are beyond our control, could jeopardize our ability to obtain regulatory approval for and successfully

market our products.

if our products receive regulatory approval, they may still face future development and regulatory difficulties.

we seek and obtain regulatory approval for any of our products, such approval would be subject to extensive ongoing requirements by the

DEA, FDA, EMA and other foreign regulatory authorities related to the manufacture, quality control, further development, labeling, packaging,

storage, distribution, safety surveillance, import, export, advertising, promotion, recordkeeping and reporting of safety and other post-market

The safety profile of any product will continue to be closely monitored by the FDA, EMA and other comparable foreign regulatory

These regulatory authorities may require labeling changes or establishment of a REMS, impose significant

restrictions on a product’s indicated uses or marketing, impose ongoing requirements for potentially costly post-approval studies

or post-market surveillance, or impose a recall.

addition, manufacturers of therapeutic products and their facilities are subject to continual review and periodic inspections by the

FDA, the EMA and other comparable foreign regulatory authorities for compliance with current good manufacturing practices (cGMP) regulations.

Our current facilities and staff have never undergone such an inspection, and we currently rely upon outside consultants and advisors

to provide guidance on chemistry and manufacturing controls for pharmaceutical products.

Further, manufacturers of controlled substances

must obtain and maintain necessary DEA and state registrations and registrations with applicable foreign regulatory authorities and must

establish and maintain processes to ensure compliance with DEA and state requirements and requirements of applicable foreign regulatory

authorities governing, among other things, the storage, handling, security, recordkeeping and reporting for controlled substances.

we or a regulatory agency discover previously unknown problems with a product, such as adverse events of unanticipated severity or frequency,

or problems with the facility where the product is manufactured, a regulatory agency may impose restrictions on that product, the manufacturing

facility or us, including requiring recall or withdrawal of the product from the market or suspension of manufacturing which may inhibit

our ability to commercialize our product candidates and may otherwise have a material adverse effect on our business, financial condition

and results of operations.

products will be subject to controlled substance laws and regulations;

failure to receive necessary approvals may delay the launch of

our products and failure to comply with these laws and regulations may adversely affect the results of our business operations.

products will contain controlled substances as defined in the federal Controlled Substances Act of 1970 (CSA).

Controlled substances

that are pharmaceutical products are subject to a high degree of regulation under the CSA, which establishes, among other things, certain

registration, manufacturing quotas, security, recordkeeping, reporting, import, export and other requirements administered by the DEA.

The DEA classifies controlled substances into five schedules:

Schedule I, II, III, IV or V substances.

Schedule I substances by definition

have a high potential for abuse, have no currently “accepted medical use” in the United States, lack accepted safety for

use under medical supervision, and may not be prescribed, marketed or sold in the United States.

Pharmaceutical products approved for

use in the United States may be listed as Schedule II, III, IV or V, with Schedule II substances considered to present the highest potential

for abuse or dependence and Schedule V substances the lowest relative risk of abuse among such substances.

Schedule I and II drugs are

subject to the strictest controls under the CSA, including manufacturing and procurement quotas, security requirements and criteria for

In addition, dispensing of Schedule II drugs is further restricted.

For example, they may not be refilled without a new

prescription.

cannabis is a Schedule I controlled substance, products approved for medical use in the United States that contain cannabis or cannabis

extracts must be placed in Schedules II – V, since approval by the FDA satisfies the “accepted medical use” requirement.

If and when our products receive FDA approval, the DEA will make a scheduling determination and place them in a schedule other than Schedule

I in order for it to be prescribed to patients in the United States.

If approved by the FDA, we expect the finished dosage forms of our

products to be listed by the DEA as a Schedule II, III, IV or V controlled substance.

Consequently, their manufacture, importation, exportation,

domestic distribution, storage, sale and legitimate use will be subject to a significant degree of regulation by the DEA.

The scheduling

process may take additional time after FDA approval, thereby significantly delaying the launch of our products.

Furthermore, if the FDA,

DEA or any foreign regulatory authority determines that our products may have potential for abuse, it may require us to generate more

clinical data than that which is currently anticipated, which could increase the cost and/or delay the launch of our products.

our products will contain compounds considered to be Schedule I substances, to conduct pre-clinical studies and clinical trials with

our products in the United States prior to approval, each of our research sites must submit a research protocol to the DEA and obtain

and maintain a DEA researcher registration that will allow those sites to procure necessary materials from suppliers, and to handle and

dispense our products.

If the DEA delays or denies the grant of a research registration to one or more research sites, the pre-clinical

studies or clinical trials could be significantly delayed, and we could lose and be required to replace clinical trial sites, resulting

in additional costs.

will also need to identify wholesale distributors with the appropriate DEA registrations and authority to distribute our products to

pharmacies and other healthcare providers, and these distributors would need to obtain Schedule II through V distribution registrations.

The failure to obtain, or delay in obtaining, or the loss of any of those registrations could result in increased costs to us.

products are Schedule II drugs, pharmacies would have to maintain enhanced security with alarms and monitoring systems and they must

adhere to recordkeeping and inventory requirements.

Furthermore, state and federal enforcement actions, regulatory requirements, and

legislation intended to reduce prescription drug abuse, such as the requirement that physicians consult a state prescription drug monitoring

program, may make physicians less willing to prescribe, and pharmacies to dispense, Schedule II products.

may manufacture the commercial supply of our products, or necessary raw materials, outside of the United States.

If our products are

each approved by the FDA and classified as a Schedule II or III substance, an importer can import that product for commercial purposes

if it obtains from the DEA an importer registration and files an application with the DEA for an import permit for each importation.

The DEA provides annual assessments/estimates to the International Narcotics Control Board which guides the DEA in the amounts of controlled

substances that the DEA authorizes to be imported.

The failure to identify an importer or obtain the necessary import authority, including

specific quantities, could affect the availability of our products and have a material adverse effect on our business, results of operations

and financial condition.

In addition, an application for a Schedule II importer registration must be published in the Federal Register,

and there is a waiting period for third-party comments to be submitted.

states have also established controlled substance laws and regulations.

Although state-controlled substance laws often mirror federal

law, states may schedule our product candidates in a different manner.

While some states automatically schedule a drug based on federal

action, other states schedule drugs through rulemaking or a legislative action.

State scheduling may delay commercial sale of any product

for which we obtain federal regulatory approval and adverse scheduling could have a material adverse effect on the commercial attractiveness

of such product.

We or our partners must also obtain separate state registrations, permits or licenses in order to be able to obtain,

handle, and distribute controlled substances for clinical trials or commercial sale, and failure to meet applicable regulatory requirements

could lead to enforcement actions and sanctions by the states in addition to those from the DEA or otherwise arising under federal law.

currently face, and will continue to face, significant competition in our pharmaceutical business.

major competitors for the development of pharmaceutical products related to cannabinoids and inflammatory disorders include major pharmaceutical

companies, smaller companies, and academic research groups that are devoted to biological or pharmaceutical research either independently

or by providing contract research services.

A number of multinational pharmaceutical companies are developing products in similar therapeutic

areas, including, but not limited to, Biogen, Teva Neuroscience, Pfizer, Endo Pharmaceuticals, Genzyme, Novartis, Bayer Healthcare, and

additional companies such as Jazz Pharmaceuticals, Corbus Pharmaceuticals, Trait Biosciences, and Zynerba Pharmaceuticals are developing

cannabinoid pharmaceuticals for treatment of various clinical indications and commercial applications.

to obtain regulatory approval in jurisdictions outside the United States and the European Union would prevent our product candidates

from being marketed in those jurisdictions.

order to market and sell our products in jurisdictions other than the United States and the European Union, we must obtain separate marketing

approvals and comply with numerous and varying regulatory requirements.

The regulatory approval process outside the United States and

the European Union generally includes all of the risks associated with obtaining FDA and EMA approval, but can involve additional testing.

We may need to partner with third parties in order to obtain approvals outside the United States and the European Union.

in many countries worldwide, it is required that the product be approved for reimbursement before the product can be approved for sale

in that country.

We may not obtain approvals from regulatory authorities outside the United States and the European Union on a timely

basis, if at all.

Even if we were to receive approval in the United States or the European Union, approval by the FDA or the EMA does

not ensure approval by regulatory authorities in other countries or jurisdictions.

Similarly, approval by one regulatory authority outside

the United States and the European Union would not ensure approval by regulatory authorities in other countries or jurisdictions or by

the FDA or the EMA.

We may not be able to file for marketing approvals and may not receive necessary approvals to commercialize our products

in any market.

If we are unable to obtain approval of our product candidates by regulatory authorities in other foreign jurisdictions,

the commercial prospects of those product candidates may be significantly diminished and our business prospects could decline.

legislation, including potentially unfavorable pricing regulations or other healthcare reform initiatives, may increase the difficulty

and cost for us to obtain marketing approval of and commercialize our product candidates.

the United States there have been a number of legislative and regulatory changes and proposed changes regarding the healthcare system

that could prevent or delay marketing approval of our product candidates, restrict or regulate post-approval activities or affect our

ability to profitably sell any product candidates for which we obtain marketing approval.

Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or the Affordable Care Act,

among other things, imposes a significant annual fee on companies that manufacture or import branded prescription drug products.

contains substantial provisions intended to broaden access to health insurance, reduce or constrain the growth of healthcare spending,

enhance remedies against healthcare fraud and abuse, add new transparency requirements for the healthcare and health insurance industries,

impose new taxes and fees on pharmaceutical and medical device manufacturers, and impose additional health policy reforms, any of which

could negatively impact our business.

We expect that the Affordable Care Act, as well as other healthcare reform measures that have been

and may be adopted in the future, may result in more rigorous coverage criteria and in additional downward pressure on the price that

we receive for any approved product, and could negatively impact our future revenues.

Any reduction in reimbursement from Medicare or

other government programs may result in a similar reduction in payments from private payors.

The implementation of cost containment measures

or other healthcare reforms may compromise our ability to generate revenue, attain profitability or commercialize our products.

if we are able to commercialize our products, the products may not receive coverage and adequate reimbursement from third-party payors,

which could harm our business.

availability of reimbursement by governmental and private payors is essential for most patients to be able to afford expensive treatments.

Sales of our products, if approved, will depend substantially on the extent to which the costs of these products will be paid by health

maintenance, managed care, pharmacy benefit and similar healthcare management organizations, or reimbursed by government health administration

authorities, private health coverage insurers and other third-party payors.

If reimbursement is not available, or is available only to

limited levels, we may not be able to successfully commercialize our products.

Even if coverage is provided, the approved reimbursement

amount may not be high enough to allow us to establish or maintain pricing sufficient to realize a sufficient return on our investment.

the United States, the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or Medicare Modernization Act, established

the Medicare Part D program and provided authority for limiting the number of drugs that will be covered in any therapeutic class thereunder.

The Medicare Modernization Act, including its cost reduction initiatives, could decrease the coverage and reimbursement rate that we

receive for any of our approved products.

Furthermore, private payors often follow Medicare coverage policies and payment limitations

in setting their own reimbursement rates.

Therefore, any reduction in reimbursement that results from the Medicare Modernization Act

may result in a similar reduction in payments from private payors.

is significant uncertainty related to the insurance coverage and reimbursement of newly approved products.

In the United States, the

principal decisions about reimbursement for new medicines are typically made by the Centers for Medicare & Medicaid Services (CMS),

an agency within the U.S.

Department of Health and Human Services (HHS), as CMS decides whether and to what extent a new medicine will

be covered and reimbursed under Medicare.

Private payors tend to follow CMS to a substantial degree.

intended use of a drug product by a physician can also affect pricing.

For example, CMS could initiate a National Coverage Determination

administrative procedure, by which the agency determines which uses of a therapeutic product would and would not be reimbursable under

This determination process can be lengthy, thereby creating a long period during which the future reimbursement for a particular

product may be uncertain.

the United States, particularly in member states of the European Union, the pricing of prescription drugs is subject to governmental

In these countries, pricing negotiations or the successful completion of health technology assessment procedures with governmental

authorities can take considerable time after receipt of marketing approval for a product.

In addition, there can be considerable pressure

by governments and other stakeholders on prices and reimbursement levels, including as part of cost containment measures.

Certain countries

allow companies to fix their own prices for medicines, but monitor and control company profits.

Political, economic and regulatory developments

may further complicate pricing negotiations, and pricing negotiations may continue after reimbursement has been obtained.

Reference pricing

used by various European Union member states and parallel distribution, or arbitrage between low-priced and high-priced member states,

can further reduce prices.

In some countries, we or our collaborators may be required to conduct a clinical trial or other studies that

compare the cost-effectiveness of our product candidates to other available therapies in order to obtain or maintain reimbursement or

pricing approval.

Publication of discounts by third-party payors or authorities may lead to further pressure on the prices or reimbursement

levels within the country of publication and other countries.

If reimbursement of any product candidate approved for marketing is unavailable

or limited in scope or amount, or if pricing is set at unsatisfactory levels, our business, financial condition, results of operations

or prospects could be adversely affected.

relationships with customers and third-party payors will be subject to applicable anti-kickback, fraud and abuse and other healthcare

laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished

profits and future earnings.

providers, physicians and third-party payors play a primary role in the recommendation and prescription of any product candidates for

which we obtain marketing approval.

Our future arrangements with third-party payors and customers may expose us to broadly applicable

fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships

through which we market, sell and distribute our products for which we obtain marketing approval.

As a pharmaceutical company, even though

we do not and will not control referrals of healthcare services or bill directly to Medicare, Medicaid or other third-party payors, certain

federal and state healthcare laws and regulations pertaining to fraud and abuse and patients’ rights are and will be applicable

to our business.

laws and regulations exist in the countries within the European Economic Area (EEA).

Although such laws are partially based upon European

Union law, they may vary from country to country.

Healthcare specific, as well as general European Union and national laws, regulations

and industry codes constrain, for example, our interactions with government officials and healthcare practitioners, and the handling

of healthcare data.

Non-compliance with any of these laws or regulations could lead to criminal or civil liability.

to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations will involve

substantial costs.

It is possible that governmental authorities will conclude that our business practices may not comply with current

or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations.

If our operations

are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant

civil, criminal and administrative penalties, damages, fines, imprisonment, exclusion from government funded healthcare programs, such

as Medicare and Medicaid, and the curtailment or restructuring of our operations.

If any physicians or other healthcare providers or

entities with whom we expect to do business are found to not be in compliance with applicable laws, they may be subject to criminal,

civil or administrative sanctions, including exclusions from government funded healthcare programs.

Foreign Corrupt Practices Act and similar worldwide anti-bribery laws generally prohibit companies and their intermediaries

from making improper payments to non-U.S.

officials for the purpose of obtaining or retaining business.

Our internal control policies

and procedures may not protect us from reckless or negligent acts committed by our employees, future distributors, licensees or agents.

Violations of these laws, or allegations of such violations, could result in fines, penalties or prosecution and have a negative impact

on our business, results of operations and reputation.

products, if approved, may be unable to achieve broad market acceptance and, consequently, limit our ability to generate revenue from

new products.

when product development is successful and regulatory approval has been obtained, our ability to generate significant revenue depends

on the acceptance of our products by physicians and patients.

The market acceptance of any product depends on a number of factors, including

the indication statement and warnings approved by regulatory authorities in the product label, continued demonstration of efficacy and

safety in commercial use, physicians’ willingness to prescribe the product, reimbursement from third-party payors such as government

healthcare systems and insurance companies, the price of the product, the nature of any post-approval risk management plans mandated

by regulatory authorities, competition, and marketing and distribution support.

Any factor preventing or limiting the market acceptance

of our product candidates could have a material adverse effect on our business, results of operations and financial condition.

we receive regulatory approvals, we may market our products in multiple jurisdictions where we have limited or no operating experience

and may be subject to increased business and economic risks that could affect our financial results.

we receive regulatory approvals, we may market our products in jurisdictions where we have limited or no experience in marketing, developing

and distributing our products.

Certain markets have substantial legal and regulatory complexities that we may not have experience navigating.

We are subject to a variety of risks inherent in doing business internationally, including risks related to the legal and regulatory

environment in non-U.S.

jurisdictions, including with respect to privacy and data security, trade control laws and unexpected changes

in laws, regulatory requirements and enforcement, as well as risks related to fluctuations in currency exchange rates and political,

social and economic instability in foreign countries.

In addition, controlled substance legislation may differ in other jurisdictions

and could restrict our ability to market our products internationally.

If we are unable to manage our international operations successfully,

our financial results could be adversely affected.

products will contain controlled substances, the use of which may generate public controversy.

our products will contain controlled substances, their regulatory approval may generate public controversy.

Political and social pressures

and adverse publicity could lead to delays in approval of, and increased expenses for, our products.

These pressures could also limit

or restrict the introduction and marketing of our products.

Adverse publicity from cannabis misuse or adverse side effects from cannabis

or other cannabinoid products may adversely affect the commercial success or market penetration achievable by our products.

of our business attracts a high level of public and media interest, and in the event of any resultant adverse publicity, our reputation

may be harmed.

we fail to protect or enforce our intellectual property rights or secure rights to the intellectual property of others, the value of

our intellectual property rights would diminish.

We may be unable

to obtain patents or other protection for any technologies we develop, because such technologies are not coverable by patents or other

forms of registered intellectual property, because third parties file patents covering the same claims earlier than we do, or for other

If we are able to obtain issued patents, we cannot predict the degree and range of protection any patents will afford us against

competitors, including whether third parties will find ways to invalidate or otherwise circumvent our patents.

Others may obtain patents

claiming aspects similar to those covered by our patents and patent applications, which may limit the efficacy of the protections afforded

by any patents we may obtain.

success will also depend upon the skills, knowledge and experience of our personnel, our consultants and advisors as well as our licensors

and contractors.

To help protect any proprietary know-how we develop and any inventions for which patents may be unobtainable or difficult

to obtain, we expect to rely on trade secret protection and confidentiality agreements.

To this end, we expect to require our employees,

consultants, advisors and contractors to enter into agreements which prohibit the disclosure of confidential information and, where applicable,

require disclosure and assignment to us of the ideas, developments, discoveries and inventions important to our business.

agreements may not provide adequate protection for our trade secrets, know-how or other proprietary information in the event of

any unauthorized use or disclosure or the lawful development by others of such information.

If any of our trade secrets, know-how

or other proprietary information is disclosed, the value of our trade secrets, know-how and other proprietary rights would be significantly

impaired and our business and competitive position would suffer.

If we infringe the rights of third parties we could be

prevented from selling products, forced to pay damages, and to defend against litigation.

If our products, methods, processes and

other technologies infringe the proprietary rights of other parties, we could incur substantial costs.

We could be required to

obtain licenses, which may not be available on commercially reasonable terms, if at all;

redesign our products or processes to avoid infringement;

stop using the subject matter claimed in the patents held by others;

defend litigation or administrative proceedings, which may be costly whether we win or lose, and which could result in a substantial diversion of our valuable management resources.

We could become subject to environmental claims.

We are subject to environmental regulations,

which require us to minimize impacts upon air, water, soil and vegetation.

If our operations violate these regulations, government

agencies will usually require us to conduct remedial actions to correct such negative effects.

Such actions could substantially

increase our costs and potentially prevent us from producing our products.

We will use hazardous materials in our business.

relating to improper handling, storage or disposal of these materials could be time consuming and costly.

Our research and development efforts and

our manufacturing and agricultural processes may involve the controlled storage, use and disposal of certain hazardous materials

and waste products.

We and our suppliers and other collaborators are subject to federal, state and local regulations governing

the use, manufacture, storage, handling and disposal of materials and waste products.

Even if we and these suppliers and collaborators

comply with the standards prescribed by law and regulation, the risk of accidental contamination or injury from hazardous materials

cannot be eliminated.

In the event of an accident, we could be held liable for any damages that result, and any liability could

exceed the limits or fall outside the coverage of any insurance we may obtain and exceed our financial resources.

We may not be

able to obtain and maintain insurance on acceptable terms, or at all.

We may incur significant costs to comply with current or

future environmental laws and regulations.

We may incur substantial liabilities and may be required

to limit commercialization of our products in response to product liability lawsuits.

If we are able to develop and commercialize

our proposed products, we could become subject to product liability claims.

If we are not able to successfully defend ourselves

against such claims, we may incur substantial liabilities or be required to limit commercialization of our proposed products.

we are unable to obtain sufficient product liability insurance at an acceptable cost to protect against potential product liability,

claims could prevent or inhibit the commercialization of products we develop, alone or with corporate collaborators.

agreements with any future corporate collaborators entitle us to indemnification against losses, such indemnification may not be

available or adequate should any claim arise.

Government regulation of our products could increase our

costs, prevent us from offering certain products or cause us to recall products.

While stevia and/or stevia products have

been approved for use in food and beverages in most major economic regions, including the United States, the European Union, and

Japan, there are still certain countries and regions where stevia has not been approved for use.

Global demand for stevia and stevia

products may be limited if stevia’s approval is not sustained or obtained in these regions.

The processing, formulation, manufacturing,

packaging, labeling, advertising and distribution of our products is subject to regulation by one or more federal agencies, and

various agencies of the states and localities in which our products are sold.

These government regulatory agencies may attempt

to regulate any of our products that fall within their jurisdiction.

Such regulatory agencies may not accept the evidence of safety

for any new ingredients that we may want to market, may determine that a particular product or product ingredient presents an unacceptable

health risk, may determine that a particular statement of nutritional support that we want to use is an unacceptable drug claim

or an unauthorized version of a food "health claim,"

may determine that a particular product is an unapproved new drug,

or may determine that particular claims are not adequately supported by available scientific evidence.

Such a determination would

prevent us from marketing particular products or using certain statements of nutritional support on our products.

We also may be

unable to disseminate third-party literature that supports our products if the third-party literature fails to satisfy certain

requirements.

In addition, a government regulatory agency

could require us to remove a particular product from the market.

Any product recall or removal would result in additional costs

to us, including lost revenues from any products that we are required to remove from the market, any of which could be material.

These agreements

may not provide adequate protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized

use or disclosure or the lawful development by others of such information.

If any of our trade secrets, know-how or other proprietary

information is disclosed, the value of our trade secrets, know-how and other proprietary rights would be significantly impaired and our

business and competitive position would suffer.

we infringe the rights of third parties we could be prevented from selling products and forced to pay damages or defend against litigation.

our products, methods, processes and other technologies infringe the proprietary rights of other parties, we could incur substantial

In that case, we could be required to:

licenses from such third parties, which may not be available on commercially reasonable terms, if at all;

our products or processes to avoid infringement, which may not be feasible;

using the subject matter claimed in the patents held by others;

litigation or administrative proceedings, which may be costly whether we win or lose, and which could result in a substantial diversion

of our valuable management resources.

of these outcomes could divert management attention and other resources and could significantly harm our operations and financial condition.

may incur substantial liabilities and may be required to limit commercialization of our products in response to product liability lawsuits.

we are able to develop and commercialize our proposed products, we could become subject to product liability claims.

If we are not

able to successfully defend against such claims, we may incur substantial liabilities or be required to limit commercialization of

our proposed products.

If we are unable to obtain sufficient product liability insurance at an acceptable cost to protect against

potential product liability claims this could prevent or inhibit the commercialization of products we develop, alone or with

collaborators.

Even if our agreements with any future collaborators entitle us to indemnification against losses, such

indemnification may not be available or adequate should any claim arise.

regulation of our products could increase our costs, prevent us from offering certain products or cause us to recall products.

processing, formulation, manufacturing, packaging, labeling, advertising and distribution of our products is subject to regulation by

one or more federal agencies, and various agencies of the states and localities in which our products are manufactured and sold.

government regulatory agencies may attempt to regulate any of our products that fall within their jurisdiction.

Such regulatory agencies

may not accept the evidence of safety for any new ingredients that we may want to market, may determine that a particular product or

product ingredient presents an unacceptable health risk, may determine that a particular statement of nutritional support that we want

to use is an unacceptable drug claim or an unauthorized version of a food “health claim,” may determine that a particular

product is an unapproved new drug, or may determine that particular claims are not adequately supported by available scientific evidence.

Such a determination would prevent us from marketing particular products or using certain statements of nutritional support on our products.

We also may be unable to disseminate third-party literature that supports our products if the third-party literature fails to satisfy

certain requirements.

addition, a government regulatory agency could require us to remove a particular product from the market.

Any product recall or removal

would result in additional costs to us, including lost revenues from any products that we are required to remove from the market, any

of which could be material.

Any such product recalls or removals could lead to liability, substantial costs and reduced growth prospects.

If any of our products contain plants, herbs

or other substances not recognized as safe by a government regulatory agency, we may not be able to market or sell such products

in that jurisdiction.

Any such prohibition could materially adversely affect our results of operations and financial condition.

Further, if more stringent statutes are enacted, or if more stringent regulations are promulgated, we may not be able to comply

with such statutes or regulations without incurring substantial expense, or at all.

We are not able to predict the nature of

future laws, regulations, repeals or interpretations or to predict the effect additional governmental regulation, if and when it

occurs, would have on our business in the future.

Such developments could, however, require reformulation of certain products to

meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements,

increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation,

or other new requirements.

Any such developments could have a material adverse effect on our business operations and financial

Circumstances outside of our control could negatively

affect consumer perception of and demand for our proposed products.

Even if stevia-based products distributed

by us conform to international safety and quality standards, sales could be adversely affected if consumers in our target markets

lose confidence in the safety, efficacy, and quality of nutritional supplement products.

Adverse publicity about stevia or stevia-based

products may discourage consumers from buying products distributed by us.

We may not be able to overcome any such negative publicity

within a reasonable period of time or at all.

We have material weaknesses in our internal control over

financial reporting.

If we fail to create effective controls and procedures and an effective system of internal control over financial

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

As we disclose in Part I, Item 9A of this

report, we have weakness in our control and procedures related to insufficient segregation of duties in our finance and accounting

functions due to limited personnel and insufficient corporate governance policies.

These material weakness result in ineffective

oversight in the establishment and monitoring of required internal controls and procedures.

Currently, one person often performs all

aspects of our financial reporting process, including, but not limited to, preparing underlying accounting records and systems,

posting and recording journal entries and preparation of our financial statements.

As a result, there is no review of our financial

reporting process, which could result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile

the financial statements and related disclosures as filed with the SEC.

These control deficiencies could result in a material misstatement

to our interim or annual financial statements that may not be prevented or detected.

Our Board of Directors is currently comprised

of three directors, Mr.

Brooke, our Chief Executive Officer, Dr.

Avtar Dhillon, and Dr.

Anthony Maida III.

Our Board of Directors

has designated Dr.

Maida as a designated audit committee financial expert, and we have established an audit committee, comprised

solely of Dr.

Brooke nor Dr.

Dhillon would be considered independent for purposes of membership on an audit

committee pursuant to Nasdaq Marketplace Rules.

Brooke currently serves as our principal financial officer and principal accounting

However, although Mr.

Brooke has some professional experience in finance and accounting, he does not have professional

We expect to appoint independent directors with experience in finance and accounting to our Board of Directors and

hire additional dedicated finance and accounting staff as we increase our operations.

However, until we have done so, we may be

unable to establish or maintain effective internal control over financial reporting and stockholders may have more limited protections

against interested director transactions, conflicts of interest and similar matters.

We may not be able to establish or maintain

adequate controls over our financial processes and reporting, especially as we increase our operations.

We may discover additional

material weaknesses, which we may not successfully remediate on a timely basis or at all.

Any failure to remediate our reported

or any future material weaknesses in financial reporting identified by us, or to implement required new or improved controls, or

further difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations or result in

material misstatements in our financial statements.

Inadequate internal controls could also cause investors to lose confidence

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

Moreover, as we increase

our operations we will be required to expend significant resources to design, implement and maintain a system of internal controls

that is adequate to satisfy our reporting obligations as a public company.

The costs associated with external consultants and internal

resources to accomplish this are significant and difficult to predict.

Risks Related to our Common Stock

Our common stock is illiquid and the price of our common

stock may be negatively impacted by factors which are unrelated to our operations.

Our common stock is quoted on the OTC Market

Group’s OTCQB tier, and has a limited trading history on that market.

Trading on the OTCQB is frequently highly volatile,

with low trading volume.

We have experienced significant fluctuations in the stock price and trading volume of our common stock.

There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for stockholders

to sell their stock.

The market price of our common stock could continue to fluctuate substantially.

Trading of our stock is restricted by the SEC’s

“penny stock”

regulations and certain FINRA rules, which may limit a stockholder’s ability to buy and sell our

common stock.

Our securities are covered by certain “penny

rules, which impose additional sales practice requirements on broker-dealers who sell low-priced securities to persons

other than established customers and accredited investors.

For transactions covered by these rules, a broker-dealer must make a

special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction

prior to sale, among other things.

These rules may affect the ability of broker-dealers and holders to sell our common stock and

may negatively impact the level of trading activity for our common stock.

To the extent our common stock remains subject to the

penny stock regulations, such regulations may discourage investor interest in and adversely affect the market liquidity of our

common stock.

The Financial Industry Regulatory Authority

(known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer

must have reasonable grounds for believing that the investment is suitable for that customer.

any of our products contain plants, herbs or other substances not recognized as safe by a government regulatory agency, we may not be

able to market or sell such products in that jurisdiction.

Any such prohibition could materially adversely affect our results of operations

and financial condition.

Further, if more stringent statutes are enacted, or if more stringent regulations are promulgated, we may not

be able to comply with such statutes or regulations without incurring substantial expense, or at all.

are not able to predict the nature of future laws, regulations, repeals or interpretations or to predict the effect additional governmental

regulation, if and when it occurs, would have on our business in the future.

Such developments could, however, require reformulation

of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping

requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific

substantiation, or other new requirements.

Any such developments could involve substantial additional costs to us, which we may not be

able to fund, and could have a material adverse effect on our business operations and financial condition.

use hazardous materials in our drug development business and may use such materials in our environmental businesses in the future.

claims relating to improper handling, storage or disposal of these materials could be time consuming and costly.

cannabinoid research and development efforts and manufacturing processes may involve the controlled storage, use and disposal of certain

hazardous materials and waste products.

The same may be true for our environmental businesses.

We and our suppliers and other collaborators

are subject to federal, state and local regulations governing the use, manufacture, storage, handling and disposal of materials and waste

Even if we and these suppliers and collaborators comply with the standards prescribed by law and regulation, the risk of accidental

contamination or injury from hazardous materials cannot be eliminated.

We may not be able to obtain and maintain insurance on acceptable

terms, or at all, to cover costs associated with any such accidental contamination.

In the event of such an accident, we could be held

liable for any damages that result, and any liability could exceed the limits or fall outside the coverage of any insurance we may obtain

and exceed our financial resources.

We may incur significant costs to comply with current or future environmental laws and regulations.

Related to our Impact Investing Strategy

we are unable to identify and acquire businesses or assets in furtherance of our impact investing strategy, we may be unable to generate

significant revenue.

intend to acquire additional businesses and assets that will generate revenue related to our impact investing strategy and there can

no assurance that we will be able to do so, or to do so on terms that are acceptable to us, or in a manner that will provide us with

the revenue we expect.

consideration of sustainability and environmental criteria as the pre-eminent part of our business and investment strategy will limit

the types and number of business opportunities available to the Company and may result in the Company engaging in industry sectors that

underperform the market as a whole, or forgoing opportunities to invest available capital in businesses that might otherwise be advantageous

to acquire or develop.

If we are not successful in acquiring or developing desirable businesses or assets which fit within our business strategy or

if those businesses do not generate sufficient revenue, our business, financial condition and results of operations could be materially adversely

impact investing strategy is new, untested and may not be successful.

impact investing strategy is qualitative and subjective by nature, and there is no guarantee that the factors we utilize in making

capital and other resource allocation decisions or any judgment exercised by our management or board will reflect the opinions of

any particular shareholder, and the investment criteria utilized by the Company may differ from the investment criteria that any

particular shareholder considers relevant in evaluating a company’s sustainability or impact investing practices.

allocation and investment decisions, Company management will be dependent upon information and data obtained through voluntary or

third-party reporting, if available, that may be incomplete, inaccurate or present conflicting information and data with respect to

a particular opportunity, which in each case could cause the Company to incorrectly assess a potential target’s business

practices with respect to its sustainability and impact investing practices.

Socially and environmentally-responsible norms differ

In implementing its impact investing strategy, management will seek to exclude businesses deemed to be fundamentally

misaligned with the Company’s sustainability principles.

In addition, as a result of the Company’s engagement

activities, the Company may make an investment in activities or companies that do not currently engage in sustainability or impact investing

practices that meet criteria established by the Company in an effort to improve such target’s impact investing practices.

Successful application of the Company’s impact investing strategy and management’s engagement efforts will depend on

management’s skill in properly identifying and analyzing material sustainability issues, and there can be no assurance that

the strategy or techniques employed will be successful.

have limited experience operating an impact investing strategy and may be subject to increased business and economic risks that could

affect our financial results.

have limited experience operating a business with an impact investing strategy.

If we are unable to manage our impact investing operations

successfully, our financial results could be adversely affected.

may be unable to obtain the financing we need to pursue our impact investing strategy and any future financing we receive may be less

favorable to us than our current financing arrangements, either of which may adversely affect our ability to expand our operations.

Sustainability-focused

businesses we may seek to acquire or develop will require substantial capital investment.

Our access to capital on acceptable or

favorable terms to us is necessary for the success of our impact investing strategy, particularly in enhancing our portfolio through

M&A activities.

Our attempts to obtain the necessary future financing may not be successful or result in financing available on

favorable terms.

Our ability to arrange for financing on a substantially non-recourse or limited recourse basis, and the costs of

such financing, are dependent on numerous factors, including general economic conditions, conditions in the global capital and

credit markets, investor confidence, the success of our business, the credit quality of the businesses being financed, and the

continued existence of tax laws which are conducive to raising capital for these types of activities.

If we are not able to obtain

financing on a substantially non-recourse or limited recourse basis, we may have to finance our M&A activities using recourse capital such as

direct equity investments or the incurrence of additional debt by us.

Also, in the absence of favorable financing options, we may

decide not to develop or acquire facilities or businesses from third parties.

Any of these alternatives could have a material

adverse effect on our growth prospects.

may also need additional financing to implement our impact investing strategic plan.

For example, our cash flow from operations and existing

liquidity facilities may not be adequate to finance any acquisitions we may seek to pursue or new technologies we may seek to develop

Financing for acquisitions or technology development activities may not be available on terms we find acceptable.

legislative changes could affect our financial results.

environmental assets we are considering purchasing are often subject to environmental regulations, and we expect such regulatory

conditions to influence the assumptions we will make regarding the future revenues and expenses associated with such proposed acquisitions.

If those regulatory conditions

change, our revenues may decrease and our expenses may increase, adversely affecting our financial results.

reduction or elimination of government incentives could adversely affect our business, financial condition, future results and cash flows.

impact investing strategy benefits from those public policies and government incentives that support renewable energy and enhance

the economic feasibility of sustainability-based projects in regions where we operate.

Such policies and incentives include tax

credits, accelerated depreciation tax benefits, renewable portfolio standards, carbon trading mechanisms, rebates, and may include

similar or other incentives to end users, distributors, or other participants in the energy or mining industry.

Some of these

measures have been implemented at the federal level, while others have been implemented by various states within the United

The availability and continuation of these public policies and government incentives are likely to have a significant effect

on the economics and viability of our environmental businesses.

Changes to such public policies or any reduction in or

elimination or expiration of such government incentives supporting or

deregulating the exploration, production and use of fossil fuels may create regulatory uncertainty in the renewable energy industry, which could have a material adverse effect on our business, financial condition, future results, and cash

may decide not to implement, or may not be successful in implementing, one or more elements of our multi-year strategic plan, and the

plan as implemented may not achieve its goal of enhancing shareholder value through the long-term growth of our Company.

are implementing a multi-year strategic plan to develop an impact investing business engaged in a number of complimentary impact investing

businesses in the United States which will permit us to explore synergistic growth opportunities utilizing our core competencies.

are uncertainties and risks associated with our strategic plan, including with respect to implementation and outcome.

We may decide to

change, or to not implement, one or more elements of the plan over time or we may not be successful in implementing one or more elements

of the plan, in each case for a number of reasons.

For example, we may face significant challenges and risks expanding into an impact

investing business including:

ability to compete with the large number of other companies pursuing similar business opportunities, many of which already have

established businesses in the geographic regions we are targeting and/or have greater financial, strategic, technological or other

resources than we have;

ability to obtain financing on terms we consider acceptable, or at all, which we may need, for example, to develop new projects, to

obtain desired technology, personnel, or intellectual property, to acquire one or more existing businesses as a platform for our

expansion, or to fund internal research and development;

ability to provide services or products that keep pace with rapidly changing technology, customer preferences, equipment costs, increasing

raw materials and transportation costs, market conditions and other factors that currently are unknown to us that will impact these

ability to manage the risks and uncertainties associated with our operating the facilities and projects in this line of business,

including the variability of revenues and profitability of such projects;

ability to devote the management and other resources required to successfully implement this plan;

ability to recruit appropriate employees and address labor market challenges in those geographic regions in which we intend to operate.

from the risks associated with implementing the plan, the plan itself will expose us to other risks and uncertainties once

Expanding our customer base may expose us to customers with different credit profiles than our current customers.

Expanding our geographic base will subject us to risks associated with doing business in new regions where we will have to learn the

local business and political environment.

In addition, expanding into new technologies will expose us to new risks and uncertainties

that are unknown to us now in addition to the risks and uncertainties that may be similar to those we now face.

The success of the

plan, once implemented, will depend, among other things, on our ability to manage these risks effectively.

assurance that the plan will enhance shareholder value through long-term growth of the Company to the extent currently anticipated

by our management or at all.

may engage in transactions with businesses or entities affiliated with our executive officers, directors or major shareholders which may raise potential conflicts of interest.

carrying our impact investing strategy, we may decide to enter into a transaction or acquire a business affiliated with our

executive officers, directors or one or more of our major shareholders.

We would pursue a transaction with an affiliated entity if

we determined that such affiliated entity met our criteria and guidelines for a business combination or other transaction, and such

transaction was approved by a majority of our independent and disinterested directors.

We may not obtain an opinion from an

independent investment banking firm or another independent entity regarding the fairness to the Company from a financial point of

view of such a business combination or transaction.

In the event of a transaction with an affiliated entity, potential conflicts of

interest may exist and, as a result, the terms of the transaction may not be as advantageous to our public shareholders as they

would be absent any conflicts of interest.

may not be able to successfully conclude the transactions or integrate the companies which we may acquire in the future, which

could materially and adversely affect our business, financial condition, future results and cash flow.

carry out our impact investing strategy primarily through acquisitions.

Integrating acquisitions is often costly, and we may be

unable to successfully integrate our acquired businesses with our existing operations without substantial costs, delays or other

adverse operational or financial consequences.

Integrating our acquired companies involves a number of risks that could materially

and adversely affect our business, including:

of the acquired companies to achieve the results we expect;

to retain key personnel of the acquired companies;

associated with unanticipated events or liabilities;

difficulty of establishing and maintaining uniform standards, controls, procedures and policies, including accounting controls and

any of our acquired companies suffers customer dissatisfaction or performance problems, this could adversely affect our reputation and could materially and adversely affect our business, financial condition, future results and cash flow.

Concentration

of customers, specific projects and regions may expose us to heightened financial exposure.

success of our impact investing strategy may be heavily dependent on one or a limited number of customers.

The financial performance

of those businesses depends on the ability of each customer to perform its respective obligations, possibly under a long-term

agreement between the parties.

Our financial results could be materially and adversely affected if any of our customers fail to

fulfill its contractual obligations and we are unable to find other customers in the marketplace to purchase at the same level of

profitability.

We cannot be assured that such performance failures by our customers will not occur, or that if they do occur, such

failures will not adversely affect the cash flows or profitability of our businesses.

Moreover, there can be no assurance that we

will be able to enter into replacement agreements on favorable terms or at all.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses,

we may enter into business combinations that do not have attributes entirely consistent with our general criteria and guidelines.

we have identified general criteria and guidelines for evaluating prospective target businesses that fall within our impact investing strategy, it is possible that

we may acquire or enter into transactions with a target business which will not meet all of these criteria.

If shareholder

approval of the transaction is required by applicable law or other requirements, or we decide to obtain shareholder approval for business

or other reasons, it may be more difficult for us to attain shareholder approval of those business combinations if the target business

does not meet our general criteria and guidelines.

may make future acquisitions or form partnerships and joint ventures that may involve numerous risks that could impact our financial

condition, results of operations and cash flows.

impact investing strategy may include expanding our scope of products and services organically or through selective acquisitions, investments

or creating partnerships and joint ventures.

We may selectively acquire other businesses, product or service lines, assets or technologies

that are complementary to our business.

We may be unable to find or consummate future acquisitions at acceptable prices and terms, or

we may be unable to integrate existing or future acquisitions effectively and efficiently and may need to divest those acquisitions.

We expect to continually evaluate potential acquisition opportunities in the ordinary course of business.

Acquisitions involve numerous

risks, including among others:

evaluation of the synergies and/or long-term benefits of an acquired business;

difficulties, including challenges and costs associated with implementing systems, processes and controls to comply with the requirements

of a publicly-traded company;

management’s attention;

arising from acquisition activity;

increased debt leverage;

issuance of dilutive equity securities;

markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions;

unanticipated

costs and exposure to undisclosed or unforeseen liabilities or operating challenges;

goodwill or other intangible asset impairments;

loss of key employees and customers of the acquired businesses, product or service lines, assets or technologies;

ability to properly establish and maintain effective internal controls over an acquired company;

demands on our operational and IT systems.

success of acquisitions of businesses, new technologies and products, or arrangements with third parties is not always predictable

and we may not be successful in realizing our objectives as anticipated.

Furthermore, any future credit facility entered into in

connection with such acquisitions may contain certain financial and operational covenants that limit, or that may have the effect of

limiting, among other things, the payment of dividends, acquisitions, capital expenditures, the sale of assets and the incurrence of

additional indebtedness.

could be exposed to significant liability for violations of hazardous substances laws because of the use or presence of such substances

at our facilities or properties.

impact investing business operations will be subject to numerous federal, regional, state and local statutory and regulatory

standards relating to the generation, handling, transportation, use, storage, treatment and disposal of hazardous substances.

hazardous substances are found to have been released into the environment at or by one of our facilities or on one of our properties

in concentrations that exceed regulatory limits, we could become liable for the investigation and removal of those substances,

regardless of their source and time of release.

If we fail to comply with these laws, ordinances or regulations (or any change

thereto), we could be subject to, among other things, civil or criminal liability, the imposition of liens or fines, the cessation

of operations, or substantial expenditures necessary to bring our operations into compliance.

Furthermore, under

certain federal and states laws, we can be held liable for the cleanup of releases of hazardous substances at

any of our current or former facilities or at any other locations where we arranged for disposal of those substances, even if we did

not cause the release at that location or if the release complied with applicable law at the time it occurred.

Liability under these

laws can be joint and several.

The cost of any remediation activities in connection with a spill or other release of such substances

could be significant and could expose us to significant liability.

operations could be adversely impacted by climate change.

environmental services operations may be susceptible to losses and interruptions caused by extreme weather conditions such as droughts,

hurricanes, floods, wildfires, and water or other natural resource shortages, occurrences of which may increase in frequency and severity

as a result of climate change.

Climate change may also produce general changes in weather or other environmental conditions, including

temperature or precipitation levels.

To the extent weather conditions continue to be impacted by climate change, our environmental services

operations and facilities may be adversely impacted in a manner that we could not predict which may in turn adversely impact our results

of operations.

In addition, the potential physical effects of climate change, such as increased frequency and severity of storms, floods,

and other climatic events, could disrupt our operations and cause us to incur significant costs to prepare for or respond to these effects.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

and our activities may be restricted, which may make it difficult for us to carry out our impact investing strategy.

we are deemed to be an investment company under the Investment Company Act, our activities may be subject to, among other things,

restrictions on the nature of our investments and the issuance of securities, each of which may make it difficult for us to carry

out our planned impact investing strategy.

In addition, we may be subject to additional requirements including:

registration as an investment company with the SEC;

(ii) adoption of a specific form of corporate structure;

and (iii) reporting,

record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

Compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may

hinder our ability to carry out our impact investing strategy.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must

ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our

activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more

than 40% of our assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business will

include identifying and completing business combination and thereafter to operate the post-transaction business or assets for the

We do not plan to buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy

unrelated businesses or assets or to be a passive investor.

We do not believe that our principal activities will subject us to

registration under the Investment Company Act.

Related to our Common Stock

common stock is illiquid and the price of our common stock may be negatively impacted by any negative operational results and factors

unrelated to our operations.

common stock is quoted on the OTC and trading on the OTC is frequently highly volatile, with low trading volume.

We have experienced

significant fluctuations in the price and trading volume of our common stock, which may be caused by factors relating to our business

and operational results and/or factors unrelated to the Company, including general market conditions.

An active market for our common

stock may never develop, in which case it could be difficult for stockholders to sell their common stock.

The market price of our common

stock could continue to fluctuate substantially.

of our stock is restricted by the SEC’s “penny stock” regulations and certain FINRA rules, which may limit a stockholder’s

ability to buy and sell our common stock.

securities are covered by certain “penny stock” rules, which impose additional sales practice requirements on broker-dealers

who sell low-priced securities to persons other than established customers and accredited investors.

For transactions covered by these

rules, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written

consent to the transaction prior to sale, among other things.

These rules may affect the ability of broker-dealers and holders to sell

our common stock and may negatively impact the level of trading activity for our common stock.

To the extent our common stock remains

subject to the penny stock regulations, such regulations may discourage investor interest in and adversely affect the market liquidity

of our common stock.

Financial Industry Regulatory Authority (FINRA) has adopted rules that require a broker-dealer, when recommending an investment to a

customer, to have reasonable grounds for believing that the investment is suitable for that customer.

Prior to recommending speculative

low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about

the customer’s financial status, tax status, investment objectives and other information.

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.

If we issue additional shares in the future, our existing

stockholders will be diluted.

Our articles of incorporation authorize

the issuance of up to 525,000,000 shares of common stock, of which 52,389,008 were outstanding as of July 3, 2012.

as of July 3, 2012, we had issued convertible debentures convertible into approximately 1,194,000 shares of our common stock, including

interest payable under certain of these debentures that is also convertible into shares or payable with our common stock, and warrants

exercisable into shares of our common stock.

We expect to seek additional financing in the future in order to fund our operations,

and if we issue additional shares of common stock or securities convertible into common stock our existing stockholders will be

Our Board of Directors may also choose to issue shares of our common stock, or securities convertible into or exercisable

for our common stock, to acquire assets or companies, for compensation to employees, officers, directors, consultants and advisors,

or to fund capital expenditures.

The issuance of any such shares will reduce the book value per share and may contribute to a reduction

in the market price of the outstanding shares of our common stock.

If we issue any such additional shares, such issuance will reduce

the proportionate ownership and voting power of all current stockholders.

Further, such issuance may result in a change of control

of our company.

Our directors and officers control a portion of our outstanding

common stock, which may delay or prevent a change of control of our company or adversely affect our stock price.

As of the date of this report, director

Avtar Dhillon controls approximately 10.8% of our outstanding common stock and director and Chief Executive Officer Robert

Brooke controls approximately 4.9% of our outstanding common stock.

As a result, they are able to exercise a degree of control

over matters requiring stockholder approval, such as the election of directors and the approval of significant corporate transactions.

These types of transactions include transactions involving an actual or potential change of control of our company or other transactions

that the non-controlling stockholders may deem to be in their best interests and in which such stockholders could receive a premium

for their shares.

We have never paid dividends on our capital stock, and

we do not anticipate paying any cash dividends in the foreseeable future.

The continued operation and expansion of

our business will require substantial funding.

Investors seeking cash dividends in the foreseeable future should not purchase our

common stock.

We have paid no cash dividends on any of our capital stock to date and we currently intend to retain our available

cash to fund the development and growth of our business.

Any determination to pay dividends in the future will be at the discretion

of our Board of Directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions

imposed by applicable law and other factors our Board of Directors deems relevant.

We do not anticipate paying any cash dividends

on our common stock in the foreseeable future.

Any return to stockholders will therefore be limited to the appreciation of their

stock, which may never occur.

Unresolved Staff Comments

Not applicable.

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.

requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit an investor’s

ability to buy and sell our common stock and could have an adverse effect on the market for our shares.

we issue and sell additional shares of our common stock in the future, our existing stockholders will be diluted and our stock price

articles of incorporation authorize the issuance of up to 1,000,000,000 shares of common stock, of which, as of March 28 ,

2024, 101,023,485 shares were outstanding and 18,855,879 shares were reserved for issuance under our stock incentive plan and other outstanding

options or warrants.

As a result, we have a large number of shares of common stock that are authorized for issuance that are not outstanding

or otherwise reserved, and could be issued at the discretion of our Board of Directors.

We expect to seek additional financing in the

future in order to fund our operations, and if we issue additional shares of common stock or securities convertible into common stock,

our existing stockholders will be diluted.

Our Board of Directors may also choose to issue shares of our common stock or securities convertible

into or exercisable for our common stock to acquire assets or companies, for compensation to employees, officers, directors, consultants

and advisors, to fund capital expenditures and to enter into strategic partnerships.

Additionally, shares of common stock could be issued

for anti-takeover purposes or to delay or prevent changes in control or management of the Company.

Our Board of Directors may determine

to issue shares of our common stock on terms that our stockholders do not believe enhance stockholder value, or that may ultimately have

an adverse effect on our business or the trading price of our common stock.

Further, the issuance of any such shares may cause further

dilution to the ownership interest of our current stockholders, reduce the book value per share of our common stock and may contribute

to a reduction in the market price for our common stock.

principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters

subject to stockholder approval.

of our executive officers, directors and stockholders own a significant percentage of our outstanding capital stock.

As of March 28,

2024, our executive officers, directors, holders of 5% or more of our capital stock and their respective affiliates beneficially owned

approximately 54.8% of our outstanding shares of common stock.

Accordingly, our directors, executive officers and certain stockholders

have significant influence over our affairs due to their substantial stock ownership coupled with their positions on our management team.

For example, these stockholders may be able to control or influence elections of directors, amendments of our organizational documents,

or approval of any merger, sale of assets, or other major corporate transaction.

This concentration of ownership may prevent or discourage

unsolicited acquisition proposals or offers for our common stock that some of our stockholders may believe is in their best interest.

are subject to the reporting requirements of federal securities laws, compliance with which involves significant time, expense and expertise.

are a public reporting company and are subject to the information and reporting requirements of the Exchange Act and other federal securities

laws, including the obligations imposed by the Sarbanes-Oxley Act of 2002.

The ongoing costs associated with preparing and filing annual,

quarterly and current reports, proxy statements and other information with the SEC in the ordinary course, as well as preparing and filing

audited financial statements, are significant and may cause unexpected increases in operational expenses.

Our present management team

is relatively small and may be unable to manage the ongoing costs and compliance effectively.

It may be time consuming, difficult and

costly for us to hire additional financial reporting, accounting and other finance staff in order to build and retain a management team

with adequate expertise and experience in operating a public company.

have never paid dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future.

continued operation and expansion of our business will require substantial funding.

We have paid no cash dividends on any of our capital

stock to date and we currently intend to retain our available cash to fund the development and growth of our business.

Any determination

to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, financial

condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Any return to stockholders will therefore

be limited to the appreciation of their stock, which may never occur.

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

What changed 10-K/A

Item 1A. Risk Factors