What changed in this filing

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Item 1A. Risk Factors

2025-11-14 compared with 2025-08-14 · 120 added, 129 removed, 430 unchanged (37% of the section changed)

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

You should consider carefully

the risks and uncertainties described below, in addition to other information contained in this Quarterly Report on Form 10-Q, including

our condensed consolidated financial statements and related notes.

The risks and uncertainties described below are not the only ones

Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important

factors that adversely affect our business.

If any of the following risks actually occurs, our business, financial condition, results

of operations, and future prospects could be materially and adversely affected.

In that event, the trading price of our Common Stock

could decline, and you could lose part or all of your investment.

You should carefully

consider the risks and uncertainties described below, in addition to other information contained in this Quarterly Report

on Form 10-Q, including our condensed consolidated financial statements and related notes.

The risks and uncertainties described

below are not the only ones we face.

Additional risks and uncertainties that we are unaware of, or that we currently believe are not

material, may also become important factors that adversely affect our business.

If any of the following risks actually occurs, our

business, financial condition, results of operations, and future prospects could be materially and adversely affected.

event, the trading price of our Common Stock could decline, and you could lose part or all of your investment.

Related to Our Business

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our business could fail.

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

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

Since inception, we have primarily

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Company may not be able to continue as a going concern.

reflected in the accompanying financial statements, during the six months ended June 30, 2025, the Company incurred a net loss of $1,301,038

(net of the gain on bargain purchase of $5,602,484 related to the Fola Acquisition) and used $118,974 of cash in the Company’s

The Company estimates, as of June 30, 2025, that it may not have sufficient funds to operate the business for 12 months given

its cash balance of $48,312 and expected revenues to be generated by the Company’s operating business segments.

The Company is

actively seeking additional financing and other sources of capital to fund its currently estimated level of operations.

However, these

estimates could differ from actual capital needs if the Company’s business encounters unanticipated difficulties, or if its estimates

of the amount of cash necessary to operate its business prove to be wrong, and the Company uses its available financial resources faster

than it currently expects.

No assurance can be given that any future financing or capital, if needed, will be available or, if available,

that it will be on terms that are satisfactory to the Company.

Due to these and other factors, there is substantial doubt of the Company’s

ability to continue as a going concern.

reflected in the accompanying financial statements, during the nine months ended September 30, 2025, the Company incurred a net loss

of $1,934,419 (net of the gain on bargain purchase of $5,602,484 related to the Fola Acquisition) and generated $19,111 of cash in

the Company’s operating activities.

The Company estimates, as of September 30, 2025, that it may not have sufficient funds to

operate the business for 12 months given its cash balance of $285,388 and expected revenues to be generated by the Company’s

operating business segments.

The Company is actively seeking additional financing and other sources of capital to fund its currently

estimated level of operations.

However, these estimates could differ from actual capital needs if the Company’s business

encounters unanticipated difficulties, or if its estimates of the amount of cash necessary to operate its business prove to be

wrong, and the Company uses its available financial resources faster than it currently expects.

No assurance can be given that any

future financing or capital, if needed, will be available or, if available, that it will be on terms that are satisfactory to the

Due to these and other factors, there is substantial doubt of the Company’s ability to continue as a going concern.

Additionally,

even if the Company does raise sufficient capital to support its operating expenses and generate revenues, there can be no

assurances that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash

flows from operations.

limited operating experience could make our operations inefficient or ineffective.

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These risks include, but are not limited to:

Environmental Risks:

Contamination or

pollution on the sites we set to convert to non-mining uses can require expensive remediation under both federal and state environmental

protection laws and regulations;

Reclamation Costs Risks:

reclaim the land to the standard required to obtain bond releases may take longer and cost more than anticipated due to many factors,

including, without limitation, the costs and availability of labor, equipment and supplies.

Infrastructure Risks:

Insufficient access

to water, sewer, power or roads may require significant investments;

utility easements or underground infrastructure can limit buildable

or usable area;

Financial and Market Risks:

Market conditions

may shift (e.g., a housing downturn, inflation, rising interest rates) leading to us overestimating demand for the intended use or not

being able to convert the land within budget;

Legal and Title Risks:

There may be defects

in title or unclear ownership which could, in turn, lead to disputes;

existing easements, covenants or restrictions may limit development;

Community and Political Risks:

may be changes in local political offices that could adversely affect the proposed redevelopment of the land and community resistance

may lead to delays or denials of necessary approvals.

Entitlement and Permitting Risks:

may be delays in obtaining permits for grading, building and environmental compliance which could lead to redesign or project abandonment.

Environmental

Contamination or pollution on the sites we set to convert to non-mining uses can require expensive remediation under both

federal and state environmental protection laws and regulations;

The costs to reclaim the land to the standard required to obtain bond releases may take longer and cost more than anticipated

due to many factors, including, without limitation, the costs and availability of labor, equipment and supplies.

Infrastructure

Insufficient access to water, sewer, power or roads may require significant investments;

utility easements or underground

infrastructure can limit buildable or usable area;

and Market Risks:

Market conditions may shift (e.g., a housing downturn, inflation, rising interest rates) leading to us overestimating

demand for the intended use or not being able to convert the land within budget;

and Title Risks:

There may be defects in title or unclear ownership which could, in turn, lead to disputes;

existing easements, covenants

or restrictions may limit development;

and Political Risks:

There may be changes in local political offices that could adversely affect the proposed redevelopment of the

land and community resistance may lead to delays or denials of necessary approvals.

and Permitting Risks:

There may be delays in obtaining permits for grading, building and environmental compliance which could lead

to redesign or project abandonment.

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

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not limited to:

changes in the regulatory, legal and political landscape

reducing the demand for, and incentives relating to, our land reclamation, water treatment and related environmental services;

receiving or maintaining necessary regulatory permits,

licenses or approvals;

downturns 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 could benefit from our land reclamation and water treatment services;

risks 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;

our potential inability to identify suitable acquisition

opportunities or to form relationships with coal mining operators or other landowners necessary to form strategic partnerships.

in the regulatory, legal and political landscape reducing the demand for, and incentives relating to, our land reclamation, water

treatment and related environmental services;

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 could 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.

significant or extended decline in the royalties we receive from those mining companies mining on our land under our mining permits could

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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.

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 is also 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.

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have a material adverse effect on the operation of our business.

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

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

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

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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

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

M&A activities.

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investing business including:

our 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;

our 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;

our 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 markets;

our 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;

our ability to devote the management and other resources

required to successfully implement this plan;

our ability to recruit appropriate employees and address

labor market challenges in those geographic regions in which we intend to operate.

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 implemented.

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affect our business, including:

failure of the acquired businesses to achieve the results

inability to retain key personnel of the acquired businesses;

risks associated with unanticipated events or liabilities;

the difficulty of establishing and maintaining uniform

standards, controls, procedures and policies, including accounting controls and procedures.

of the acquired businesses to achieve the results we expect;

to retain key personnel of the acquired businesses;

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 businesses suffers customer dissatisfaction or performance problems, this could adversely affect our reputation and

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risks, including among others:

our evaluation of the synergies and/or long-term benefits

of an acquired business;

integration difficulties, including challenges and

costs associated with implementing systems, processes and controls to comply with the requirements of a publicly-traded company;

diverting management’s attention;

litigation arising from acquisition activity;

potential increased debt leverage;

potential issuance of dilutive equity securities;

entering 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;

potential goodwill or other intangible asset impairments;

potential loss of key employees and customers of the

acquired businesses, product or service lines, assets or technologies;

our ability to properly establish and maintain effective

internal controls over an acquired company;

increasing demands on our operational and IT systems.

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

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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 June 30, 2025, 108,616,078

articles of incorporation authorize the issuance of up to 1,000,000,000 shares of common stock, of which, as of September 30, 2025, 112,282,745

shares were outstanding and 18,855,879 shares were reserved for issuance under our stock incentive plan and other outstanding options

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of our executive officers, directors and stockholders own a significant percentage of our outstanding capital stock.

As of June 30, 2025,

our executive officers, directors, holders of 5% or more of our capital stock and their respective affiliates beneficially owned approximately

47.2% 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.

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.

As of September

30, 2025, our executive officers, directors, holders of 5% or more of our capital stock and their respective affiliates beneficially

owned approximately 48.9% 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.

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

What changed 10-Q

Item 1A. Risk Factors