What changed in this filing

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Item 1A. Risk Factors

2023-05-25 compared with 2022-04-15 · 618 added, 476 removed, 23 unchanged (98% of the section changed)

Item 1A - Risk Factors

Risks Related to Our Company

We are at an early operational stage, and

our success is subject to the substantial risks inherent in the establishment of a new business venture.

Our business and operations are in an early stage

and subject to all of the risks inherent with new business ventures.

Our initial operations have been focused on the remediation of soil

and the extraction of hydrocarbons, such as oil, from properties contaminated by or laden with heavy crude oil and hydrocarbon-based substances.

We intend to, but have not yet, completed the second stage of our operational strategy, selling the asphaltic cement and/or other petroleum-based

products we are able to produce from the hydrocarbons we recover.

Our business and operations may not prove to be

We have deployed only two RPC units to date, including one unit to Kuwait (for which operations were temporarily suspended

due to COVID-19) and another to Vernal, Utah (which is presently operating).

We will need to scale our business beyond these two RPCs

and demonstrate that our scaled-up recovery and remediation business can be profitable.

Any future success that we may enjoy will depend

on many factors, some of which may be beyond our control, and others which cannot be predicted at this time.

Although we began operations

in 2008 as a technology acquisition company primarily focused on medical technologies, we have been operating under our current business

plan focused on soil remediation since 2011, and we have not yet proven to be profitable.

We have not yet sold any substantial amount

of products or services commercially and have not proven that our business model will allow us to identify and develop commercially feasible

products or technologies.

We have historically suffered net losses,

and we may not be able to sustain profitability.

- Risk Factors

Related to Our Company

Our RPC services are at an early operational

stage, and the success of these services is subject to the substantial risks inherent in the establishment of a new business venture.

RPC services are in an early stage, and our initial operations focused on the remediation of soil and the extraction of hydrocarbons,

such as oil, from properties contaminated by or laden with heavy crude oil and hydrocarbon-based substances.

We intend to, but have not

yet, completed the second stage of our operational strategy related to our RPCs, which involves the selling the asphaltic cement and/or

other petroleum-based products we are able to produce from the hydrocarbons we recover.

Our business and operations related to SFD and

WCCC, the gathering, storage and transportation, are also in their early stages.

services related to our RPCs may not prove to be successful.

We have deployed only two RPC units to date, including one unit to Kuwait

(for which operations were temporarily suspended due to COVID-19) and another to Vernal, Utah.

We will need to scale our remediation

business beyond these two RPCs and demonstrate that our scaled-up recovery and remediation business can be profitable.

Any future success

that we may enjoy related to our RPC business will depend on many factors, some of which may be beyond our control, and others which

cannot be predicted at this time.

Although we began operations in 2008 as a technology acquisition company primarily focused on medical

technologies, we have been operating under our current business plan focused on soil remediation since 2011, and we have not yet proven

to be profitable.

We have not yet sold any substantial amount of products or services commercially and have not proven that our business

model will allow us to identify and develop commercially feasible products or technologies.

Likewise, SFD and WCCC have limited operating

histories and subject to similar risks as new business ventures.

have historically suffered net losses, and we may not be able to sustain profitability.

We had an accumulated deficit of $55,169,781 as

of December 31, 2021, and we expect to continue to incur significant development expenses in the foreseeable future related to the completion

of the development and commercialization of our products.

As a result, we are incurring operating and net losses, and it is possible that

we may never be able to sustain the revenue levels necessary to achieve and sustain profitability.

If we fail to generate sufficient revenues

to operate profitably on a consistent basis, or if we are unable to fund our continuing losses, you could lose all or part of your investment.

We rely upon a few, select key employees

who are instrumental in our ability to conduct and grow our business.

In the event any of those key employees would no longer be affiliated

with the Company, it may have a material detrimental impact as to our ability to successfully operate our business.

Our future success will depend in large part on

our ability to attract and retain high-quality management, operations, and other personnel who are in high demand, are often subject to

competing employment offers, and are attractive recruiting targets for our competitors.

The loss of qualified executives and key employees,

or our inability to attract, retain, and motivate high-quality executives and employees required for the planned expansion of our business,

may harm our operating results and impair our ability to grow.

We depend on the continued services of our key

personnel, including Matthew Nicosia, our Chief Executive Officer, Tyler Nelson, our Chief Financial Officer, and Daniel Hashim, our Chief

Scientific Officer.

Our work with each of these key personnel are subject to changes and/or termination, and our inability to effectively

retain the services of our key management personnel, could materially and adversely affect our operating results and future prospects.

We may have difficulty raising additional

capital, which could deprive us of necessary resources, and you may experience dilution or subordinate stockholder rights, preferences

and privileges as a result of our financing efforts.

We expect to continue to devote significant capital

resources to fund the continued development of our RPCs and related technologies.

In order to support the initiatives envisioned in our

business plan, we will need to raise additional funds through the sale of public or private debt or equity financing or other arrangements.

Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market

price of our common stock and the development or prospects for development of competitive technologies by others.

Sufficient additional

financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of

our common stock.

We expect to obtain additional capital during

2022 through financing lease structures for our RPCs or other financing structures related to our RPCs.

We also expect that our current

cash position, will enable us to fund our operating expenses and capital expenditure requirements for the next twelve months.

unless we can achieve and sustain profitability, we anticipate that we will need to raise additional capital to fund our operations while

we implement and execute our business plan.

Any future equity financing may involve substantial

dilution to our then existing shareholders.

Any future debt financing could involve restrictive covenants relating to our capital raising

activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue

business opportunities.

There can be no assurance that such additional capital will be available, on a timely basis, or on terms acceptable

If we are unsuccessful in raising additional capital or the terms of raising such capital are unacceptable, then we may have to

modify our business plan and/or curtail our planned activities and other operations.

If we raise additional funds through government

or other third-party funding, collaborations, strategic alliances, licensing arrangements or marketing and distribution arrangements,

we may have to relinquish valuable rights to our technologies, future revenue stream or grant licenses on terms that may not be favorable

If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce

or terminate our product development or future commercialization efforts or grant rights to develop and market products that we would

otherwise prefer to develop and market ourselves.

Additionally, we have certain potential dilutive

instruments, of which the conversion of these instruments could result in dilution to shareholders:

As of April 5, 2022, the maximum

potential dilution is 664,560, and includes convertible notes payable convertible into approximately 14,560 shares of common stock, stock

options granted to employees of 183,333 shares of common stock.

Stock options granted to Board members or consultants of 466,667 shares

of common stock were granted as of April 5, 2022.

The COVID-19 pandemic has had and may continue

to have a negative impact on our business and operations.

of December 31, 2022, and we expect to continue to incur significant development expenses in the foreseeable future related to the

completion of the development and commercialization of our RPC products.

As a result, we are incurring operating and net losses, and it

is possible that we may never be able to sustain the revenue levels necessary to achieve and sustain profitability.

If we fail to generate

sufficient revenues to operate profitably on a consistent basis, or if we are unable to fund our continuing losses, you could lose all

or part of your investment.

rely upon a few, select key employees who are instrumental in our ability to conduct and grow our business.

In the event any of those

key employees would no longer be affiliated with the Company, it may have a material detrimental impact as to our ability to successfully

operate our business.

future success will depend in large part on our ability to attract and retain high-quality management, operations, and other personnel

who are in high demand, are often subject to competing employment offers, and are attractive recruiting targets for our competitors.

The loss of qualified executives and key employees, or our inability to attract, retain, and motivate high-quality executives and employees

required for the planned expansion of our business, may harm our operating results and impair our ability to grow.

depend on the continued services of our key personnel, including James Ballengee, our Chief Executive Officer, Tyler Nelson, our Chief

Financial Officer, and Daniel Hashim, our Chief Scientific Officer.

Our work with each of these key personnel are subject to changes

and/or termination, and our inability to effectively retain the services of our key management personnel, could materially and adversely

affect our operating results and future prospects.

may have difficulty raising additional capital, which could deprive us of necessary resources, and you may experience dilution or subordinate

stockholder rights, preferences and privileges as a result of our financing efforts.

expect to continue to devote significant capital resources to fund the continued development of our RPCs and related technologies, as

well as for potential acquisitions.

In order to support the initiatives envisioned in our business plan, we will need to raise additional

funds through the sale of public or private debt or equity financing or other arrangements.

Our ability to raise additional financing

depends on many factors beyond our control, including the state of capital markets, the market price of our common stock and the development

or prospects for development of competitive technologies by others.

Sufficient additional financing may not be available to us or may

be available only on terms that would result in further dilution to the current owners of our common stock.

expect to obtain additional capital during 2023 through financing lease structures for our RPCs or other financing structures related

We also expect that our current cash position, will enable us to fund our operating expenses and capital expenditure requirements

for the next twelve months.

Thereafter, unless we can achieve and sustain profitability, we anticipate that we will need to raise additional

capital to fund our operations while we implement and execute our business plan.

future equity financing may involve substantial dilution to our then existing shareholders.

Any future debt financing could involve restrictive

covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for

us to obtain additional capital and to pursue business opportunities.

There can be no assurance that such additional capital will be

available, on a timely basis, or on terms acceptable to us.

If we are unsuccessful in raising additional capital or the terms of raising

such capital are unacceptable, then we may have to modify our business plan and/or curtail our planned activities and other operations.

we raise additional funds through government or other third-party funding, collaborations, strategic alliances, licensing arrangements

or marketing and distribution arrangements, we may have to relinquish valuable rights to our technologies, future revenue stream or grant

licenses on terms that may not be favorable to us.

If we are unable to raise additional funds through equity or debt financings when

needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant

rights to develop and market products that we would otherwise prefer to develop and market ourselves.

Additionally, we have

certain potential dilutive instruments, of which the conversion of these instruments could result in dilution to shareholders:

December 31, 2022, the maximum potential dilution is 1,621,429, and includes convertible notes payable convertible into

approximately 14,560 shares of common stock, vested stock options granted to current and previous employees of 1,131,730 shares of

common stock.

Vested stock options granted to Board members of 395,139 shares of common stock were granted as of December 31,

There was also a warrant issued and outstanding to EF Hutton for the purchase of 80,000 shares of common stock as of

December 31, 2022.

These warrants were related to and granted during the close of the underwritten public offering in

February 2022.

COVID-19 pandemic has had and may continue to have a negative impact on our business and operations.

Our Kuwait operations were suspended to comply

with the social distancing measures implemented in Kuwait.

Our Utah operations were temporarily suspended from March through May 2020,

but have since resumed in full.

These suspensions have had a negative impact on our business and there can be no guaranty that we will

not need to suspend operations again in the future as a result of the pandemic.

We are closely monitoring the COVID-19 pandemic and the

directives from federal and local authorities in the United States and in Kuwait affecting not only our workforce, but those of companies

with whom we work.

Economic conditions in the current period

of disruption and instability could adversely affect our ability to access the capital markets, in both the near and long term, and thus

adversely affect our business and liquidity.

The current economic conditions related to the

COVID-19 pandemic have had, and likely will continue to have for the foreseeable future a negative impact on the capital markets.

if we are able to raise capital, it may not be at a price or on terms that are favorable to us.

We cannot predict the occurrence of future

disruptions or how long the current conditions may continue.

Failure to effectively manage our expected

growth could place strains on our managerial, operational and financial resources and could adversely affect our business and operating

Our expected growth could place a strain on our

managerial, operational and financial resources.

Further, if our subsidiaries’ businesses grow, then we will be required to manage

multiple relationships.

Any further growth by us or our subsidiaries, or any increase in the number of our strategic relationships, will

increase the strain on our managerial, operational and financial resources.

This strain may inhibit our ability to achieve the rapid execution

necessary to implement our business plan and could have a material adverse effect on our financial condition, business prospects and operations

and the value of an investment in our company.

We will need to achieve commercial acceptance

of our products to continue to generate revenues and sustain profitability.

Our goal is to ultimately produce asphaltic cement

and/or other petroleum-based products from the hydrocarbons we recover and sell these products to customers;

however, we may not be able

to successfully commercialize our products, and even if we do, we may not be able to do so on a timely basis.

Superior competitive technologies

may be introduced, or customer needs may change, which will diminish or extinguish the commercial uses for our applications.

predict when significant commercial market acceptance for our products will develop, if at all, and we cannot reliably estimate the projected

size of any such potential market.

If the markets fail to accept our products, then we may not be able to generate revenues from the commercial

application of our technologies.

Our revenue growth and profitability will depend substantially on our ability to manufacture and deploy

additional RPCs and produce asphaltic cement to the specifications required by each of our potential customers.

We have identified

a material weakness in our internal control over financial reporting.

Failure to maintain effective internal controls could cause our

investors to lose confidence in us and adversely affect the market price of our common stock.

If our internal controls are not effective,

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

Section 404 of the Sarbanes-Oxley

Act of 2002 (“Section 404”) requires that we maintain internal control over financial reporting that meets applicable standards.

We may err in the design or operation of our controls, and all internal control systems, no matter how well designed and operated, can

provide only reasonable assurance that the objectives of the control system are met.

Because there are inherent limitations in all control

systems, there can be no assurance that all control issues have been or will be detected.

If we are unable, or are perceived as unable,

to produce reliable financial reports due to internal control deficiencies, investors could lose confidence in our reported financial

information and operating results, which could result in a negative market reaction and a decrease in our stock price.

We have identified a

material weakness in our internal controls related to the segregation of duties within our internal controls.

We believe that we will

have substantially resolved our previously identified material weakness in our internal controls as we continue to hire personnel to fulfill

the duties related to the growth in our business.

There can be no assurances that weakness in our internal controls will not occur in

If we identify new material

weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely

manner, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public

accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting (if and when

required), we may be late with the filing of our periodic reports, investors may lose confidence in the accuracy and completeness of our

financial reports and the market price of our common stock could be negatively affected.

As a result of such failures, we could also become

subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, and become

subject to litigation from investors and stockholders, which could harm our reputation, financial condition or divert financial and management

resources from our core business, and would have a material adverse effect on our business, financial condition and results of operations.

A major portion of our business is dependent

on the oil industry, which is subject to numerous worldwide variables.

Our prospective customers are concentrated in

the oil industry.

As a result, we will be subject to the success of the oil industry, which is subject to substantial volatility based

on numerous worldwide factors.

A decline in the oil industry may have a material adverse effect on our business, financial condition,

results of operations and cash flows.

with the social distancing measures implemented in Kuwait, but have since resumed on a test basis.

Our Utah operations were temporarily

suspended from March through May 2020, but have since resumed.

These suspensions have had a negative impact on our business and there

can be no guaranty that we will not need to suspend operations again in the future as a result of the pandemic.

We are closely monitoring

the COVID-19 pandemic and the directives from federal and local authorities in the United States and in Kuwait affecting not only our

workforce, but those of companies with whom we work.

conditions in the current period of disruption and instability could adversely affect our ability to access the capital markets, in both

the near and long term, and thus adversely affect our business and liquidity.

current economic conditions related to the COVID-19 pandemic have had, and likely will continue to have for the foreseeable future a

negative impact on the capital markets.

Even if we are able to raise capital, it may not be at a price or on terms that are favorable

We cannot predict the occurrence of future disruptions or how long the current conditions may continue.

business plan includes operating internationally, which subjects us to a number of risks.

strategic plans include international operations, such as our projects in the Middle East.

We intend to use our proprietary RPC technology

system and develop, construct and potentially sell our RPC system in international locations.

Risks inherent to international operations

include the following:

inability to work successfully

with third parties having local expertise to co-develop international projects;

conflicting and changing laws and regulations, including export and import restrictions, tax laws and regulations, environmental

regulations, labor laws and other government requirements, approvals, permits and licenses;

difficulties in enforcing

agreements in foreign legal systems;

in general economic and political conditions in the countries in which we operate, including changes in government incentives

relating to oil remediation;

and economic instability, including wars, acts of terrorism, political unrest, boycotts, curtailments of trade and other business

restrictions;

difficulties and costs

in recruiting and retaining individuals skilled in international business operations;

international business

practices that may conflict with U.S.

customs or legal requirements;

financial risks, such as

longer sales and payment cycles and greater difficulty collecting accounts receivable;

fluctuations in currency

exchange rates relative to the U.S.

inability to obtain, maintain

or enforce intellectual property rights.

to effectively manage our expected growth could place strains on our managerial, operational and financial resources and could adversely

affect our business and operating results.

expected growth could place a strain on our managerial, operational and financial resources.

Further, if our subsidiaries’ businesses

grow, then we will be required to manage multiple relationships.

Any further growth by us or our subsidiaries, or any increase in the

number of our strategic relationships, will increase the strain on our managerial, operational and financial resources.

This strain may

inhibit our ability to achieve the rapid execution necessary to implement our business plan and could have a material adverse effect

on our financial condition, business prospects and operations and the value of an investment in our company.

will need to achieve commercial acceptance of our RPCs and related products in order to generate revenues from those operations and sustain

profitability.

goal at many of our sites is to produce asphaltic cement and/or other petroleum-based products from the hydrocarbons we recover and sell

these products to customers;

however, we may not be able to successfully commercialize our products related to those operations, and

even if we do, we may not be able to do so on a timely basis.

Superior competitive technologies may be introduced, or customer needs

may change, which will diminish or extinguish the commercial uses for our applications.

We cannot predict when significant commercial

market acceptance for our RPCs and related products will develop, if at all, and we cannot reliably estimate the projected size of any

such potential market.

If the markets fail to accept those products, then we may not be able to generate revenues from the commercial

application of our technologies related to those products.

Our revenue growth and profitability will partially depend on our ability

to manufacture and deploy additional RPCs and produce our products to the specifications required by each of our potential customers.

have identified material weaknesses in our internal control over financial reporting.

Failure to maintain effective internal controls

could cause our investors to lose confidence in us and adversely affect the market price of our common stock.

If our internal controls

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

of the Sarbanes-Oxley Act of 2002 (“Section 404”) requires that we maintain internal control over financial reporting

that meets applicable standards.

We may err in the design or operation of our controls, and all internal control systems, no matter how

well designed and operated, can provide only reasonable assurance that the objectives of the control system are met.

Because there are

inherent limitations in all control systems, there can be no assurance that all control issues have been or will be detected.

unable, or are perceived as unable, to produce reliable financial reports due to internal control deficiencies, investors could lose

confidence in our reported financial information and operating results, which could result in a negative market reaction and a decrease

in our stock price.

We have identified material

weaknesses in our internal controls related to the segregation of duties and financial reporting process within our internal controls.

Due to insufficient personnel in our accounting department, we were not able to achieve adequate segregation of duties, and, as a result,

we did not have adequate review controls surrounding:

(i) our technical accounting matters in our financial reporting process, and (ii)

the work of specialists involved in the estimation process.

We believe we may be able to substantially resolve our identified material

weakness in our internal controls in the future as we continue to hire personnel to fulfill the duties related to the financial reporting

process and growth in our business.

There can be no assurances that weakness in our internal controls will not occur in the future.

we identify new material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements

of Section 404 in a timely manner, if we are unable to assert that our internal control over financial reporting is effective, or

if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control

over financial reporting (if and when required), we may be late with the filing of our periodic reports, investors may lose confidence

in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected.

result of such failures, we could also become subject to investigations by the stock exchange on which our securities are listed, the

SEC, or other regulatory authorities, and become subject to litigation from investors and stockholders, which could harm our reputation,

financial condition or divert financial and management resources from our core business, and would have a material adverse effect on

our business, financial condition and results of operations.

major portion of our business is dependent on the oil industry, which is subject to numerous worldwide variables.

prospective customers are concentrated in the oil industry.

As a result, we will be subject to the success of the oil industry, which

is subject to substantial volatility based on numerous worldwide factors.

A decline in the oil industry may have a material adverse effect

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

The oil and gas industry is competitive in all its phases.

Competition in the oil and gas industry

We will compete with other participants in the search for oil sand properties and in the marketing of oil and other hydrocarbon

Our customers could include competitors such as oil and gas companies that have substantially greater financial resources, staff

and facilities than those of our customers and lessees.

Competitive factors in the distribution and marketing of oil and other hydrocarbon

products include price and methods and reliability of delivery.

Within the oil remediation market, demand for

our services will be limited to a specific customer base and highly correlated to the oil industry.

The oil industry’s demand for

equipment is affected by a number of factors including the volatile nature of the oil industry’s business, increased use of alternative

types of energy and technological developments in the oil extraction process.

A significant reduction in the target market’s demand

for oil would reduce the demand for the equipment, which would have a material adverse effect upon our business, financial condition,

Competition in the oil and gas industry is intense.

We will compete with other participants in the search for oil sand properties and

in the marketing of oil and other hydrocarbon products.

Our customers could include competitors such as oil and gas companies that have

substantially greater financial resources, staff and facilities than those of our customers and lessees.

Competitive factors in the distribution

and marketing of oil and other hydrocarbon products include price and methods and reliability of delivery.

the oil remediation market, demand for our services will be limited to a specific customer base and highly correlated to the oil industry.

The oil industry’s demand for equipment is affected by a number of factors including the volatile nature of the oil industry’s

business, increased use of alternative types of energy and technological developments in the oil extraction process.

A significant reduction

in the target market’s demand for oil would reduce the demand for the equipment, which would have a material adverse effect upon

our business, financial condition, results of operations and cash flows.

oil prices may substantially impact our ability to generate revenues.

oil prices may negatively impact our ability to operate.

The demand for our products and services depend, in part, on the price of oil

and the margins oil producers receive on the sale of oil.

Oil prices are volatile and can fluctuate widely based upon a number of factors

beyond our control.

Any decline in the prices of and demand for oil could have a material adverse effect on our business, financial condition,

results of operations and cash flows.

Low oil prices may substantially impact

our ability to generate revenues.

Low oil prices may negatively impact our ability

The demand for our products and services depend, in part, on the price of oil and the margins oil producers receive on the

Oil prices are volatile and can fluctuate widely based upon a number of factors beyond our control.

Any decline in the prices

of and demand for oil could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We require a variety of permits to operate

operations are subject to unforeseen interruptions and hazards inherent in the oil industry, for which we may not be adequately insured

and which could cause us to lose customers and substantial revenue.

operations are exposed to the risks inherent to our industry, such as equipment defects, vehicle accidents, fires, explosions, blowouts,

pipe or pipeline failures, and various environmental hazards, such as oil spills and releases of, and exposure to, hazardous substances.

For example, our operations are subject to risks associated with storage and handling of oil, including any mishandling or surface spillage.

In addition, our operations are exposed to potential natural disasters, including blizzards, tornadoes, storms, floods, other adverse

weather conditions and earthquakes.

The occurrence of any of these events could result in substantial losses to us due to injury or loss

of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up

responsibilities, regulatory investigations and penalties or other damage resulting in curtailment or suspension of our operations.

cost of managing such risks may be significant.

The frequency and severity of such incidents will affect operating costs, insurability

and relationships with customers, employees and regulators.

In particular, our customers may elect not to purchase our product if they

view our environmental or safety record as unacceptable, which could cause us to lose customers and revenues.

operations in the U.S.

Gulf of Mexico region are particularly susceptible to interruption and damage from hurricanes.

Any of these operating

hazards could cause personal injuries, fatalities, oil spills, discharge of hazardous substances into the air and water or environmental

damage, lost production and revenue, remediation and clean-up costs and liability for damages, all of which could adversely affect our

business, financial condition and results of operations and may not be fully covered by our insurance.

insurance may not be adequate to cover all losses or liabilities we may suffer.

Furthermore, we may be unable to maintain or obtain insurance

of the type and amount we desire at reasonable rates.

As a result of market conditions, premiums and deductibles for certain of our insurance

policies have increased and could escalate further.

In addition, sub-limits have been imposed for certain risks.

In some instances, certain

insurance could become unavailable or available only for reduced amounts of coverage.

If we were to incur a significant liability for

which we are not fully insured, it could have a material adverse effect on our business, results of operations and financial condition.

In addition, we may not be able to secure additional insurance or bonding that might be required by new governmental regulations.

may cause us to restrict our operations, which might severely impact our financial position.

Additionally,

we may not have coverage if we are unaware of the pollution event and unable to report the “occurrence” to our insurance

company within the time frame required under our insurance policy.

In addition, these policies do not provide coverage for all liabilities,

and the insurance coverage may not be adequate to cover claims that may arise, or we may not be able to maintain adequate insurance at

rates we consider reasonable.

A loss not fully covered by insurance could have a material adverse effect on our financial position, 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.

business requires permits to operate.

Our inability to obtain permits in a timely manner could result in substantial delays to our business.

In addition, our customers may not receive permitting for our equipment’s specific use and we may be unable to adjust our equipment

to meet our customer’s permitting needs.

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.

are required to pay permit and approval fees to operate in certain business segments and locations.

If we are not able to pay those fees

it would adversely impact our business.

are required to pay various types of permit and approval fees to the applicable governmental and quasi-governmental agencies to operate

our business.

If we are not successful in obtaining and/or maintaining those permits it will adversely impact our operations.

Our business requires permits to operate.

inability to obtain permits in a timely manner could result in substantial delays to our business.

In addition, our customers may not

receive permitting for our equipment’s specific use and we may be unable to adjust our equipment to meet our customer’s permitting

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.

We are required to pay permit and approval

fees to operate in certain business segments and locations.

If we are not able to pay those fees it would adversely impact our business.

We are required to pay various types of permit

and approval fees to the applicable governmental and quasi-governmental agencies to operate our business.

These fees are subject to change

at the discretion of the various agencies.

Our inability to pay these permit and approval fees could substantially and adversely affect

our operations and financial condition.

We, and our customers and prospective customers,

are subject to numerous governmental regulations, both domestically and internationally.

In order to operate successfully we must be able

comply with these regulations.

Current and future government laws, regulations

and other legal requirements may increase the costs of doing business or restrict business operations.

Laws, regulations and other legal

requirements, such as those relating to the protection of the environment and natural resources, health, business and tax have an effect

on our cost of operation or those of our customers.

Such governmental regulation may result in delays, cause us to incur substantial compliance

and other costs and prohibit or severely restrict our business or that of our customers, which could have an adverse effect on our business,

financial condition, results of operations and cash flows.

Based 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.

We currently have two customers in Utah and a

single customer in Kuwait.

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.

If our customers do not enter into, extend or

honor their contracts with us, our profitability could be adversely affected.

Our ability 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.

If customers refuse to accept our equipment or make payments

for which they have a contractual obligation, our revenues could be adversely affected.

In addition, if a substantial portion of our contracts

are modified or terminated and we are unable to replace the contracts (or if new contracts are priced at lower levels), our results of

operations will be adversely affected.

Our primary business is impacted by the

oil industry and the manufacturing industry, which are subject to uncertain economic conditions.

The global economy is subject to fluctuation and

it is unclear how stable the oil industry and the manufacturing industry will be in the future.

As a result, there can be no assurance

that the business will achieve anticipated cash flow levels.

Further, recent world events evolving out of trade disputes, increased terrorist

activities and political and military action, and the COVID-19 pandemic, among other events, have created an air of uncertainty concerning

the stability of the global economy.

Historically, such events have resulted in disturbances in financial markets, and it is impossible

to determine the likelihood of future events.

Any negative change in the general economic conditions in the United States and globally

could adversely affect the financial condition and operating results of the business.

These fees are subject to change at the discretion of the various agencies.

Our inability to pay these permit and approval

fees could substantially and adversely affect our operations and financial condition.

and our customers and prospective customers, are subject to numerous governmental regulations, both domestically and internationally.

In order to operate successfully we must be able comply with these regulations.

and future government laws, regulations and other legal requirements may increase the costs of doing business or restrict business operations.

Laws, regulations and other legal requirements, such as those relating to the protection of the environment and natural resources, health,

business and tax have an effect on our cost of operation or those of our customers.

Such governmental regulation may result in delays,

cause us to incur substantial compliance and other costs and prohibit or severely restrict our business or that of our customers, which

could have an adverse effect on our business, financial condition, results of operations and cash flows.

currently depend, and are likely to continue to depend, on a limited number of customers for a significant portion of our revenues related

to our operations.

currently have a limited number of customers for our crude oil gathering, transportation and storage services and our RPC services.

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 accept our equipment or make payments for which they have a contractual obligation, our revenues could be adversely affected.

In addition, if a substantial portion of our contracts are modified or terminated and we are unable to replace the contracts (or if new

contracts are priced at lower levels), our results of operations will be adversely affected.

primary business is impacted by the oil industry and the manufacturing industry, which are subject to uncertain economic conditions.

global economy is subject to fluctuation and it is unclear how stable the oil industry and the manufacturing industry will be in the

As a result, there can be no assurance that the business will achieve anticipated cash flow levels.

Further, recent world events

evolving out of trade disputes, increased terrorist activities and political and military action, and the COVID-19 pandemic, among other

events, have created an air of uncertainty concerning the stability of the global economy.

Historically, such events have resulted in

disturbances in financial markets, and it is impossible to determine the likelihood of future events.

Any negative change in the general

economic conditions in the United States and globally could adversely affect the financial condition and operating results of the business.

We plan to expand our level of operations.

economic activity, concerns about inflation or deflation, decreased consumer confidence, reduced corporate profits and capital spending,

adverse business conditions and liquidity concerns in the general economy and recent international conflicts and terrorist and military

activity have resulted in a downturn in worldwide economic conditions, especially in the United States.

Political and social turmoil related

to international conflicts and terrorist acts may place further pressure on economic conditions in the United States and worldwide.

political, social and economic conditions make it extremely difficult for us to accurately forecast and plan future business activities.

If such conditions continue or worsen, then our business, financial condition and results of operations could be materially and adversely

We will continue to be subject to competition

in our business .

Our oil remediation equipment utilizes specific

technology to extract oil from sand.

Oil producers are continually investigating alternative oil production technologies with a view to

reduce production costs.

In addition, industries that compete with the oil industry, such as the electric power industry, also continue

to innovate and create products that compete with the oil industry.

There can be no assurance that superior alternative technologies will

emerge, which could reduce the demand for and price of our product and services.

The market for our products and services is highly

competitive and is becoming more so, which could hinder our ability to successfully market our products and services.

We may not have

the resources, expertise or other competitive factors to compete successfully in the future.

We expect to face additional competition

from existing competitors and new market entrants in the future.

Many of our competitors have greater name recognition and more established

relationships in the industry than we do.

Slower economic activity, concerns about inflation or deflation, decreased consumer confidence,

reduced corporate profits and capital spending, adverse business conditions and liquidity concerns in the general economy and recent

international conflicts and terrorist and military activity have resulted in a downturn in worldwide economic conditions, especially

in the United States.

Political and social turmoil related to international conflicts and terrorist acts may place further pressure on

economic conditions in the United States and worldwide.

These political, social and economic conditions make it extremely difficult for

us to accurately forecast and plan future business activities.

If such conditions continue or worsen, then our business, financial condition

and results of operations could be materially and adversely affected.

will continue to be subject to competition in our business .

oil remediation equipment utilizes specific technology to extract oil from sand.

Oil producers are continually investigating alternative

oil production technologies with a view to reduce production costs.

In addition, industries that compete with the oil industry, such

as the electric power industry, also continue to innovate and create products that compete with the oil industry.

There can be no assurance

that superior alternative technologies will emerge, which could reduce the demand for and price of our product and services.

market for our products and services is highly competitive and is becoming more so, which could hinder our ability to successfully market

our products and services.

We may not have the resources, expertise or other competitive factors to compete successfully in the future.

We expect to face additional competition from existing competitors and new market entrants in the future.

Many of our competitors have

greater name recognition and more established relationships in the industry than we do.

As a result, these competitors may be able to:

develop and expand their product offerings more rapidly;

adapt to new or emerging changes in customer requirements more quickly;

take advantage of acquisition and other opportunities more readily;

devote greater resources to the marketing and sale of their products and adopt more aggressive pricing policies than we can.

We carry insurance coverage against liabilities

for personal injury, death and property damage, but there is no guarantee this coverage will be sufficient to cover us against all claims.

Although, we maintain insurance coverage against

liability for personal injury, death and property damage.

There can be no assurance that this insurance will be sufficient to cover any

such liabilities.

We may not be insured or fully insured against the losses or liabilities that could arise from a casualty in the business

In addition, there can be no assurance that particular risks that are currently insurable will continue to be insurable on

an economical basis or that the current levels of coverage will continue to be available.

If a loss occurs that is partially or completely

uninsured, we may incur a significant liability.

We may be unable to adequately protect our proprietary rights.

Our ability to compete partly depends on the superiority,

uniqueness and value of our intellectual property.

To protect our proprietary rights, we will rely on a combination of patents, copyrights

and trade secrets, confidentiality agreements with our employees and third parties, and protective contractual provisions.

Despite these

efforts, any of the following occurrences may reduce the value of our intellectual property:

Our applications for patents relating to our business may not be granted and, if granted, may be challenged or invalidated;

Issued patents may not provide us with any competitive advantages;

Our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology;

Our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior

adapt to new or emerging changes in customer requirements

more quickly;

take advantage of acquisition and other opportunities

What changed 10-K

Item 1A. Risk Factors