What changed in this filing

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Item 1A. Risk Factors

2026-06-03 compared with 2024-02-15 · 777 added, 110 removed, 4 unchanged (100% of the section changed)

Risks Associated with Verde Resources, Inc.

We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business, financial condition and results of operations.

Jack Wong, our current principal executive officer, has extensive contacts and experience in the green climate-tech industry in U.S.A., and we are dependent upon his abilities and services to develop and market our business.

He is responsible for overseeing all of our day-to-day business operations of our operating company, VRI, and its subsidiary VEL, including the operations and negotiations for the sales of its activated biochar and other bio products.

We may not be able to retain the executive officer/manager for any given period of time.

The loss of his services could have a material adverse effect upon our business operations, financial condition and results of operations.

In addition, we must attract, recruit and retain a sizeable workforce of technically competent employees in U.S.A.

in our securities is speculative and involves a high degree of risk .

You should carefully consider the risks and uncertainties

described below, together with all of the other information contained in this Annual Report, before deciding to invest in our securities.

If any of the following risks materialize, our business, financial condition, results of operation and prospects will likely be materially

and adversely affected.

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

Related to Our Business and Industry

current business has a limited operating history, and we continue to refine our business model, which makes it difficult to evaluate

and compare our past performance with future prospects.

Therefore, it is difficult to assess our ability to generate future revenue and

company has engaged in several different and varied businesses since its formation in 2010, including businesses very different from

our current business.

We have only been engaged in our current business model since 2023.

Therefore, our current business model is unproven,

and there is limited historical data on which to evaluate our company.

Furthermore, we continue to refine our strategies.

there is very limited and evolving or differing historical operating data on which to evaluate the results of and prospects for our current

business model.

given that our current business model is at its early stages, and particularly since under the Ergon License, Ergon is not currently

required to purchase any minimum amounts of Verde 24 from us, it is impossible to know with any certainty whether our current business

model will generate revenues or ultimately lead to positive cash flows or profitability.

This makes evaluating an investment in our company

have a history of operating losses and may never achieve cash flow positive or profitable results of operations.

have never been profitable and have incurred significant losses and cash flow deficits.

For the fiscal years ending June 30, 2025 and

2024, we reported net losses of approximately $4.78 million and $3.19 million respectively.

At June 30, 2025, we had an accumulated deficit

of approximately $18.26 million.

If we cannot generate sufficient revenues, we would expect to continue to report losses until we can

substantially increase our revenues, which we may be unable to do.

There is therefore a risk that we will be unable to operate our business

in a manner that generate positive cash flow or profit, and our failure to increase our revenues, generate positive cash flow and operate

our business profitably would damage our reputation and stock price.

are dependent on third-party licensees and the inability to perform by, or loss of, these licensees would have a material adverse effect

on our business, financial condition and results of operations.

are reliant on a still developing licensing model where our licensees are responsible for producing high-quality road material products

based on our proprietary technologies.

As such, our success depends heavily on our ability to effectively manage and maintain these relationships,

as well as the operational technologies provided to our licensees.

At the moment, we only have one such relationship with a licensee

(namely, Ergon);

however, we intend to pursue the same licensing strategy globally with strategic, in-country relationships.

to properly manage or oversee the use of our licensed technologies by these third-party licensees could negatively impact the quality

and consistency of the products, and in turn, our reputation and ability to operate effectively.

intend to invest significantly in information and operational technologies to support our licensees and maintain operational efficiency.

Some of these investments will involve complex, multi-year technology deployments that require specialized customization and project

management to ensure they deliver the expected value.

Our new technology infrastructure will be a mix of on-premises, hybrid, and cloud

technologies, supported by both third-party outsourced service providers and internal resources.

Any failure to properly manage the customization

or deployment of these technologies within this complex operating environment could lead to additional costs, delays, or an erosion of

the benefits realized from these investments.

the specific nature of the technology we license, we will be reliant on third-party specialists for implementation.

Failure to secure

appropriately skilled and experienced third-party partners may increase the risk of unsuccessful implementations, delays, and higher

If we fail to ensure that our licensees have the necessary support and technology investments at the right time, we risk losing

our competitive advantage, reducing the quality of our products, or failing to comply with evolving laws and regulations.

addition, our revenue and income potential for the licensing model is unproven and our business is continually evolving.

depends upon the sufficient acceptance and adoption by end users of products.

Currently, our products have not been introduced into the

commercial market at scale.

We cannot predict how quickly, if at all, the potential end users will accept our products, or, if accepted,

the extent of the purchase of our products.

therefore can give no assurance that we will be able to successfully implement our licensing model, our strategies or develop new products.

Accordingly, the licensing business model could expose us to significant risks, beyond those associated with operating our existing business,

including difficulties with our licensees and our incurrence of unanticipated liabilities and expenses, and may materially adversely

affect our business, prospects, liquidity, financial condition and results of operations.

face revenue concentration risk due to reliance on Ergon as a single key customer .

October 10, 2025, we entered into the Ergon License, whereby we granted Ergon an exclusive license to use, manufacture, produce, and

sell products containing Verde V24 in the United States, Canada, and Mexico.

Ergon is our first, and currently our only, licensee for

Verde V24 and we expect that the majority of our revenue will be generated through the Ergon License for the foreseeable future.

result, our financial stability will be significantly dependent on Ergon and any adverse changes in the relationship or business activities

with Ergon could have a substantial negative impact on our revenue and overall financial performance.

addition, under the Ergon License, Ergon is not currently required to purchase any minimum amounts of Verde V24 from us, and may never

be required to do so as minimum purchase amounts can only be established by the mutual agreement of us and Ergon starting in 2027.

are therefore faced with the risk that we are currently unable to predict with any certainty the actual financial impact of the Ergon

License on our business and results of operations.

should the Ergon License be terminated or we otherwise lose the business relationship with Ergon, it could result in a material decline

in our revenue, profitability, and cash flow, leading to increased business risk and potential financial instability.

We may also be

unable to replace Ergon with a similar relationship in a timely manner or at all, which would have a material adverse effect on our viability

as a company as well as our results of operations and stock price.

will depend upon a select number of customers for a significant portion of our revenue for the foreseeable future.

Any failure or delay

in payments by these customers would have a material adverse effect on our revenues and financial condition.

our licensing model, we currently have a single customer, Ergon, that is expected to account for the majority of our revenue.

to expand our licensing model globally, there will be a period of time in which our revenue is significantly dependent upon one or a

small number of key customers.

This customer concentration exposes us to a material adverse effect if any of these significant customers

were to significantly reduce purchases for any reason or favor competitors or new market participants, and we can provide no assurance

that any of these customers or any of our other customers will continue to utilize our products or our services at historic levels.

customer concentration may also subject us to perceived or actual bargaining leverage that our key customers may have, given their importance

If our key customers seek to negotiate or renegotiate their agreements on terms less favorable to us and we accept such unfavorable

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

industry consolidation and company failures could decrease the number of potential significant customers for our products and services.

The decrease in the number of potential significant customers will increase our reliance on key customers and, due to the relative importance

to us, may negatively impact our bargaining position and thus our profit margins.

If we were to lose one of our key customers or have

a key customer cancel a key program or otherwise significantly reduce its volume of business with us or fail to pay us in full for the

goods or services purchased from us, our sales and profitability would be materially reduced and our business and financial condition

would be seriously harmed.

have recently entered into the Ergon License, from which we anticipate predominantly all of our revenue will be derived in the immediate

The loss of the Ergon License, whether through our fault, such as by the failure of Verde V24 and the products in which it is

incorporated to perform as desired, or for reasons outside of our control, such as material adverse changes to Ergon’s financial

condition, could cause a material adverse impact on our business, operating results and financial condition.

Additionally, any non-payment

or delay in payment of the receivables under the Ergon License or similar agreements we may enter into in the future or any inability

to collect receivables under the Ergon License or similar agreements, or enforce other contractual obligations, would have a significant

material adverse effect on our revenues and financial condition.

future operating results are difficult to predict and may vary significantly from quarter to quarter, which may adversely affect the

price of our Common Stock.

limited history in our current business model, together with our history of losses, make prediction of future operating results difficult.

You should not rely on any growth we may experience in the future as any indication of future growth rates or operating results.

valuation and the price of our Common Stock will likely fall in the event our operating results (notably our revenue growth, with the

goal of achieving cash flow positive and profitable operations) do not meet the expectations of analysts and investors.

Comparisons of

our quarterly operating results may be an unreliable indication of our future performance because they are likely to vary significantly

based on many factors, including:

or our licensees’ inability to attract demand for and obtain acceptance of our products;

success of alternative road construction materials, and the possible future introduction of new road construction materials;

licensees’ ability to design, implement and, as necessary, modifying product pricing programs;

expansion and rate of success of our licensees’ marketing and advertising efforts;

of parties like C-Twelve to deliver Verde V24 or provide services to us or our licensees in a cost effective and timely manner;

failure to develop, find or market new products;

successful completion of current and future testing of our products;

relating to ongoing regulatory compliance;

size and timing of orders from end users of our products;

economic conditions as well as those specific to our licensees, end users and markets.

you should expect that our results of operations will be difficult to predict, which will make an investment in our company uncertain.

may not enter into an exclusive license agreement with Nature Plus Inc for the TerraZyme technology.

August 14, 2024, we entered into a Memorandum of Understanding (the “NPI MOU”) with Nature Plus Inc.

to formalize the collaboration on the NCAT test track project discussed in the section entitled “ Business ” above and

explore subsequent business opportunities arising from the successful completion of the NCAT testing.

The NCAT testing involved the application

of TerraZyme technology for the stability of subgrade and base layers, with the overarching goal of advancing road construction methodologies.

We agreed to jointly develop mixed designs and materials incorporating biochar with NPI, aiming to enhance performance and promote carbon

sequestration.

Under the terms of the NPI MOU, we intend to continue collaboration on future initiatives with NPI upon the successful

completion of the NCAT testing, including soil stabilization and material development, carbon removal credits, certification and compliance,

and possible exclusive rights to distribute TerraZyme.

The NPI MOU is effective until December 31, 2026, or until replaced by an earlier

definitive agreement.

We are currently in negotiations with NPI for an exclusive worldwide license for TerraZyme.

such a definitive license agreement for TerraZyme is not entered into, we would continue to utilize TerraZyme under the terms of the

NPI MOU until its termination.

Our other proprietary technologies, including Verde V24, operate independently and are not reliant upon

TerraZyme for their production or performance.

The TerraZyme enzyme is considered a complimentary additive that may enhance material

performance and potentially generate additional revenue opportunities.

We view TerraZyme as an enhancement that could further diversify

and strengthen our product portfolio within the sustainable road construction sector in North America.

is important that we continue negotiations with NPI to either extend the MOU or enter into a definitive agreement or other arrangement

that would allow the continued use of the TerraZyme enzyme.

If such negotiations are unsuccessful, we may need to identify or develop

a suitable substitute for TerraZyme.

This process could require substantial time and resources and could delay our planned operational

expansion in North America, which could have a material adverse effect on our business, operating results, and financial condition.

Additionally,

the inability to continue using TerraZyme could materially and adversely affect our potential product offerings and our overall operations,

business performance, and financial condition as a result.

business depends on activity within the construction industry, which can be cyclical.

and political uncertainty can impede growth in the markets in which we operate.

Demand for our products could decline if companies and

consumers are unable to obtain financing for construction projects or if an economic slowdown causes delays or cancellations of capital

State and federal budget issues sometimes undermine the funding available for infrastructure spending.

The lack of available

credit may limit the ability of states to issue bonds to finance construction projects, which could affect our business in general.

our business operations cover a wide geographic area, our earnings depend on the strength of the local economies in which we operate

due to the high cost of transporting our low-carbon asphalt products relative to their selling price.

If economic conditions and construction

spending decline significantly in one or more areas, our profitability will decrease.

for our products, particularly in the infrastructure construction market, is also impacted by federal, state, and local budget and deficit

issues, as well as demand from the private sector.

Remote working trends or other factors that reduce vehicle miles driven can negatively

impact revenue streams that fund roadway projects.

Further, delays or cancellations of projects in the construction markets may occur

if companies and consumers are unable to obtain financing for construction projects or if consumer confidence continues to be eroded

by economic uncertainty.

operate in a competitive industry where many companies are larger and better capitalized than we are.

industry is a highly fractured industry comprised of a wide range of companies, including large publicly traded companies and smaller

privately held companies.

Many of these companies operate on a global basis, have more experience in the industry than we do, and are

larger and better capitalized than we are.

While we are not presently aware of any direct competitors, several of the companies within

our industry have begun to prioritize research and development of sustainable alternatives to their traditional products, and it is possible

that they may develop alternatives competitive with the solutions we offer.

Further, we cannot eliminate the risk that, in the future,

one or more third parties may attempt to, and may potentially succeed in, reverse-engineering or otherwise replicating our proprietary

public policy, economic, social and political situations in any country in which we operate could lead to a number of risks including

health and safety risks for our people, a fall in demand for our products, business interruption and/or restrictions on repatriation

primarily operate across North America, with additional operations in Southeast Asia.

The economies of these regions in which we operate

are broadly stable.

However, they are at varying stages of development, which presents multiple risks and uncertainties that could adversely

affect our operations and financial results.

These risks and uncertainties include:

in political, social or economic conditions;

or strengthened trade protection measures, currency controls or import or export licensing requirements;

unrest and currency shocks;

activism and civil disturbance, terrorist events or outbreak of armed conflict, among other potential causes;

and procurement practices which contravene ethical considerations and regulatory requirements;

changes in regulatory and tax requirements;

or other restrictions due to public health emergencies, such as pandemics.

and our licensees may be unable to respond in a timely and cost-effective manner to changes in consumer preferences.

road and construction materials industry is subject to changing customer preferences.

Even if we and licensees like Ergon are able to

establish some measure of market penetration for our products, of which no assurances can be given, a shift in customer preferences away

from what we offer would result in significantly reduced revenue.

Our future success depends in part on our and our licensees’

ability to anticipate and respond to changes in customer preferences.

Failure to anticipate and respond to changing customer preferences

in the products we market could lead to, among other things, lower sales of products, significant markdowns or write-offs of inventory,

increased product returns and lower margins.

If we or our licensees are unable to anticipate and respond to changes in customer preferences,

our results of operations in future periods will be materially adversely impacted.

are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business, financial

condition and results of operations.

Jack Wong, our current chief executive officer, has extensive contacts and experience in the green climate-tech industry in the United

States and other countries.

We are heavily dependent on his abilities and services to develop and market our business.

He is responsible

for overseeing the day-to-day operations of our operating company.

However, we may not be able to retain his services for any specified

period of time, and the loss of his leadership could have a material adverse effect on our business operations, financial condition,

and results of operations.

Additionally, under the terms of the Ergon License, if Mr.

Eric Bava, our chief operating officer,

were to be removed from their respective positions with us for any reason other than for termination cause or voluntary resignation,

Ergon would have the right to terminate the Ergon License with little to no potential penalties.

As we will be substantially reliant

on the Ergon License to generate the majority of our revenue for the foreseeable future, we are heavily dependent upon Mr.

Bava’s continued service.

addition to Mr.

Wong, we must attract, recruit, and retain a qualified workforce of technically skilled employees in the United States

to run our operations.

Our ability to effectively implement our proposed business strategies and expand our operations will depend upon the successful recruitment and retention of additional highly skilled and experienced management and other key personnel in U.S.A.

If we cannot maintain highly experienced and skilled management teams, our business could fail and you could lose any investment you make in our shares.

The COVID-19 and other future pandemics may result in significant deterioration and disruption in national and local economic conditions and record levels of unemployment, which may have a material impact on our business operations.

The COVID-19 and future pandemics may create extensive disruptions to the global economy, to businesses, and to the lives of individuals throughout the world.

Federal and state governments would have to take actions to contain the spread of the disease, including quarantines, travel bans, closures of businesses and schools, fiscal stimulus, and legislation designed to deliver monetary aid and other relief.

The spread of COVID-19 has decreased substantially but there may be potential risk to the increased spread of new, more transmissible coronavirus variants, the number of individuals diagnosed with COVID-19 and other future pandemics may increase again.

The substantial increase in these infections may cause state and local governments to consider, and in some cases implement, various activity restrictions and containment measures that previously had been lifted.

The uncertain future development of the pandemic situations could materially and adversely affect our business operations.

Impact of current global economic climate has increased uncertainty of our future operations

Impact of changes in global economic conditions, including inflation, has increased uncertainty of our business operations.

Changes in global economic conditions, including inflation which resulted in lower consumer confidence, may continue to have negative impact on our business, revenues and earnings.

Inflation rates have increased and may continue to rise.

Our suppliers may continue to raise prices that we may not be able to pass on to our customers.

This may continue to affect our business, including our competitive position, market share, revenues and profit margins.

Impact of global tensions may increase uncertainty of our future operations.

The global tensions arising from the Ukraine-Russian war and Hamas-Israel war may result in disruptions in the broader global economic environment.

We are subject to the many risks of doing business internationally, including but not limited to the difficulty of enforcing liabilities in foreign jurisdictions.

We are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the United States courts for purposes of any lawsuit, action or proceeding by investors.

An investor would have the ability to effect service of process in any action against the Company within the United States.

In addition, we are registered as a foreign corporation doing business in Malaysia, and as such, are subject to the local laws of Malaysia governing an investors’ ability to bring actions in foreign courts and enforce liabilities against a foreign private issuer, or any person, based on U.S.

Our ability to effectively implement our business strategies and expand operations depends on the successful recruitment

and retention of highly skilled and experienced management and key personnel.

If we are unable to maintain a strong management team,

our business could face significant challenges, and you could lose any investment you make in our shares.

may not be able to protect our proprietary technology and may become subject to intellectual property claims or litigation.

success depends, in part, on our ability to obtain and maintain intellectual property protection for our products and technologies and

the confidentiality of proprietary trade secrets.

Our success further depends on our ability to obtain and maintain trademark protection

for our name and mark;

to preserve our trade secrets and know-how;

and to operate without infringing the intellectual property rights

face the risk that we may be unable to innovate and file new patent applications, or that if filed patent applications will result in

granted patents.

We cannot assure you that any of our patents pending will result in issued patents, that any current or future patents

will not be challenged, invalidated or circumvented, that the scope of any of our patents will exclude competitors or that the patent

rights granted to us will provide us any competitive advantage or protect our products.

The intellectual property position of companies

like ours is generally uncertain and involves complex legal and factual considerations and, therefore, validity and enforceability of

intellectual property cannot be predicted with certainty.

Patents may be challenged, deemed unenforceable, invalidated or circumvented.

We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies

are covered by valid and enforceable patents or are effectively maintained as trade secrets.

addition, we face the risk our technology will be subject to claims, or be found, in the future to infringe upon the rights of others

or be infringed upon by others.

Moreover, patent applications are in some cases maintained in secrecy until patents are issued.

The publication

of discoveries in the scientific or patent literature frequently occurs substantially later than the date on which the underlying discoveries

were made and patent applications were filed.

Because patents can take many years to issue, there may be currently pending applications

of which we are unaware that may later result in issued patents that our products or product candidates infringe.

For example, pending

applications may exist that provide support or can be amended to provide support for a claim that results in an issued patent that our

product infringes.

In such a case, others may assert infringement claims against us, and should we be found to infringe upon their patents,

or otherwise impermissibly utilize their intellectual property, we might be forced to pay damages, potentially including treble damages,

if we are found to have willfully infringed on such parties’ patent rights.

In addition to any damages we might have to pay, we

may be required to obtain licenses from the holders of this intellectual property.

We may fail to obtain any of these licenses or intellectual

property rights on commercially reasonable terms.

Even if we are able to obtain a license, it may be non-exclusive, thereby giving our

competitors access to the same technologies licensed to us.

In that event, we may be required to expend significant time and resources

to develop or license replacement technology.

If we are unable to do so, we may be unable to develop or commercialize the affected products,

which could materially harm our business and the third parties owning such intellectual property rights could seek either an injunction

prohibiting our sales, or, with respect to our sales, an obligation on our part to pay royalties and/or other forms of compensation.

Conversely, we may not always be able to successfully pursue our claims against others that infringe upon our technology.

Thus, the proprietary

nature of our technology or technology licensed by us may not provide adequate protection against competitors.

addition to patents, we rely on trademarks to protect the recognition of our company and product in the marketplace.

We also rely on

trade secrets, know-how, and proprietary knowledge that we seek to protect, in part, through confidentiality agreements with employees,

consultants and others.

We cannot assure you that our proprietary information will not be shared, our confidentiality agreements will

not be breached, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known to or

independently developed by competitors.

adverse event or events related to our intellectual property could have a material adverse effect on our company and results of operations.

face the risk of product liability claims that could be expensive, divert management’s attention and harm our reputation and business.

business exposes us to the risk of product liability claims that are inherent in the manufacturing and marketing of road and construction

Any side effects, manufacturing defects, misuse or abuse associated with use of our products could result in injury or death.

The construction materials industry has historically been subject to litigation over product liability claims, and we face the risk that

we may become party to product liability suits.

We may be subject to product liability claims if the use of our products may cause, or

merely appeared to have caused, injury or death.

In addition, an injury that is caused by the activities of our licensees and suppliers,

such as those who provide us with components and raw materials, may be the basis for a claim against us.

Product liability claims may

be brought against us by customers or any party selling or otherwise coming into contact with our products, among others.

successfully defend ourselves against product liability claims, we will incur substantial liabilities and reputational harm.

products may become subject to recall.

recall or market withdrawal of our products may delay the supply of those products to our customers and may impact our reputation.

can provide no assurance that we or our licensees will be successful in initiating appropriate market recall or market withdrawal efforts

that may be required in the future or that these efforts will have the intended effect of preventing product malfunctions and the accompanying

product liability that may result.

Such recalls and withdrawals may also be used by our competitors to harm our reputation, which could

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

requirements and governmental policies concerning the environment, health and safety and other areas of the law, as well as litigation

relating to these matters, could affect our businesses and expose us to the risk of material environmental liabilities.

federal, state and local laws and regulations relating to, among other matters, air emissions (including carbon dioxide and other greenhouse

gases) and other environmental, health and safety matters will impact our business.

Some of our or our licensees’ operations require

permits, which may impose additional operating standards and are subject to modification, renewal and revocation.

Our and our licensees’

operations may from time to time involve the use of substances that are classified as toxic or hazardous within the meaning of these

laws and regulations.

Despite efforts to remain in compliance at all times with all applicable laws and regulations, the risk of liabilities,

particularly environmental liabilities, is inherent in the operation of our business.

These potential liabilities could result in material

costs, including fines or personal injury or damages claims, which could have an adverse impact on our results of operations.

future events, including changes in existing laws or regulations or enforcement policies, or further investigation or evaluation of the

potential health hazards of our products or business activities may result in additional or unanticipated compliance and other costs.

We or our licensees could be required to invest in preventive or remedial action, like pollution control, which could be substantial

or which could result in restrictions on our operations or delays in obtaining required permits or other approvals.

and our licensees’ operations are subject to manufacturing, operating and handling risks associated with our products and the products

our licensees manufacture using our products, including the related storage and transportation of hazardous substances and wastes.

may be exposed to hazards, including storage tank leaks, explosions, and discharges or releases of hazardous substances.

can subject us to potentially significant liabilities relating to personal injury, death or property damage, and may result in significant

civil or criminal penalties, which could damage our business and harm our results of operations.

integrations of acquisitions of or combinations with other businesses may not be as successful as previous acquisitions and combinations.

have a successful history of business combinations and integration of these businesses into our heritage operations.

However, in connection

with the integration of any other business that we acquire, there is a risk that we will not be able to achieve such integration in a

successful manner or on the time schedule we have projected or in a way that will achieve the level of synergies, cost savings or operating

efficiencies we forecast from the acquisition.

significant business acquisition or combination we might choose to undertake may require that we devote significant management attention

and resources to preparing for and then integrating our business practices and operations.

Based on our history, we believe we would

be successful in this integration process.

Nevertheless, we may fail to realize some of the anticipated benefits of any potential acquisition

or other business combination that we pursue in the future if the integration process takes longer or is more costly than expected.

difficulties we may encounter in the integration process include the following:

to successfully combine operations in a manner that permits us to achieve the synergies anticipated to result from the proposed acquisition

or business combination, which would result in the anticipated benefits of the acquisition or business combination not being realized

partly or wholly in the time frame currently anticipated or at all;

associated with managing the combined operations;

of personnel;

of uniform standards, internal controls, procedures, policies and information systems;

of previously unknown liabilities and unforeseen increased expenses, delays or regulatory issues associated with integrating the

remaining operations;

shortfalls at business units as a result of the diversion of management attention caused by completing the remaining integration

of the operations.

inability to obtain raw materials from suppliers in a timely manner would adversely affect our and our licensees’ ability to offer

our products.

and our licensees’ ability to offer our products depends on the ability to obtain an adequate supply of biochar from our suppliers,

who will also be the indirect suppliers of our licensees.

Transportation delays may adversely impact our supply chain.

Additionally,

failure by our suppliers to provide us with products that meet our required quality standards on commercially reasonable terms, potential

cybersecurity attacks on our suppliers, and failure to comply with legal requirements for business practices, could have a material adverse

effect on our business, financial condition, or results of operations.

Furthermore, we rely heavily or, in certain cases such as in the

United States, exclusively, on one supplier for biochar supply.

If this supplier decides to discontinue its partnership with us and we

are unable to replace such supplier with another qualified supplier, our business, operating results and financial condition could be

materially and adversely impacted.

is sensitive to supply and price volatility.

competition is often based primarily on price due to potentially volatile input costs and lower barriers to entry, which is highly sensitive

to changes in supply and demand.

Prices fluctuate significantly in response to relatively minor changes in supply and demand, general

economic conditions and other market conditions, which we cannot control.

When asphalt producers increase production capacity or more

asphalt is imported into the market, an oversupply of asphalt in the market may occur if supply exceeds demand.

In that case, asphalt

prices generally decline, making traditional asphalt products cheaper and more competitive with our low-carbon solutions, which could

have a material adverse effect on our business, results of operation, and financial condition.

Further, we cannot be assured that prices

for our low-carbon asphalt products sold will not decline in the future or that such decline will not have a material adverse effect

on our asphalt product line.

are subject to the many risks of doing business internationally, including but not limited to the difficulty of enforcing liabilities

in foreign jurisdictions.

are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the courts of the United States for

purposes of any lawsuit, action or proceeding by investors.

An investor would have the ability to effect service of process in any action

against the Company within the United States.

In addition, we are registered as a foreign corporation doing business in Malaysia, and

as such, are subject to the local laws of Malaysia governing an investors’ ability to bring actions in foreign courts and enforce

liabilities against a U.S.

issuer, or any person, based on U.S.

federal securities laws.

Investors may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in Malaysia based upon U.S.

laws, including the federal securities laws or other foreign laws against us or our management.

Some of our current operations are conducted in Malaysia, and some of our directors and officers are nationals and residents of Malaysia and other foreign countries.

All or substantially all of the assets of these persons are located outside the United States and in other foreign countries.

As a result, it may not be possible to effect service of process within the United States or elsewhere outside Malaysia upon these persons.

In addition, uncertainty exists as to whether the courts of Malaysia would recognize or enforce judgments of U.S.

courts obtained against us or such officers and/or directors predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in Malaysia against us or such persons predicated upon the securities laws of the United States or any state thereof.

Failure to comply with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits U.S.

companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business.

In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls.

Foreign companies, including some that may compete with us, are not subject to these prohibitions, and therefore may have a competitive advantage over us.

Our executive officers and employees have not been subject to the United States Foreign Corrupt Practices Act prior to 2010.

If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our

The current and anticipated effects of climate change are creating an increasing level of concern for the state of the global environment.

As a result, political and social attention to the issue of climate change has increased.

In recent years, governments across the world have entered into international agreements to attempt to reduce global temperatures, in part by limiting greenhouse gas emissions.

Congress, state legislatures and federal and state regulatory agencies have continued to propose and advance numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change.

Such initiatives have been pursued with rigor under the current Administration.

To the extent that these initiatives lead to the promulgation of new regulations or supervisory guidance applicable to the Company, we would expect to experience increased compliance costs and other compliance-related risks.

If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.

Malaysian companies may not always adopt a Western style of management and financial reporting concepts and practices, which includes strong corporate governance, internal controls and computer, financial and other control systems.

In addition, we may have difficulty in hiring and retaining a sufficient number of qualified employees to work in Malaysia.

As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards for foreign subsidiaries.

As a result, we may experience difficulties in implementing and maintaining adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act of 2002.

This could result in significant deficiencies or material weaknesses in our internal controls, which could impact the reliability of our financial statements and prevent us from complying with SEC rules and regulations and the requirements of the Sarbanes-Oxley Act of 2002.

Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our Common Stock.

Our independent registered auditors have expressed substantial doubt about our ability to continue as a going concern.

Our audited financial statements included in this report include an explanatory paragraph that indicates that they were prepared assuming that we would continue as a going concern.

We have suffered recurring net losses, and record an accumulated deficits as of June 30, 2023.

These conditions raise substantial doubts about our ability to continue as a going concern.

Our plan for continuing as a going concern included improving our profitability, and obtaining additional debt financing, loans from existing directors and shareholders and private placements of capital stock for additional funding to meet our operating needs.

There can be no assurance that we will be successful in our plans described above or in attracting equity or alternative financing on acceptable terms, or if at all.

These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Changes in interest rates could negatively impact our results of operations, stockholders’ equity (deficit) and fair value of net assets.

Our investment activities and credit guarantee activities expose us to interest rate and other market risks.

Changes in interest rates, up or down, could adversely affect our net interest yield.

Although the yield we earn on our assets and our funding costs tend to move in the same direction in response to changes in interest rates, either can rise or fall faster than the other, causing our net interest yield to expand or compress.

For example, due to the timing of maturities or rate reset dates on variable-rate instruments, when interest rates rise, our funding costs may rise faster than the yield we earn on our assets.

This rate change could cause our net interest yield to compress until the effect of the increase is fully reflected in asset yields.

Changes in the slope of the yield curve could also reduce our net interest yield.

Interest rates can fluctuate for a number of reasons, including changes in the fiscal and monetary policies of the federal government and its agencies, such as the Federal Reserve.

Federal Reserve policies directly and indirectly influence the yield on our interest-earning assets and the cost of our interest-bearing liabilities.

The availability of derivative financial instruments (such as options and interest rate and foreign currency swaps) from acceptable counterparties of the types and in the quantities needed could also affect our ability to effectively manage the risks related to our investment funding.

Our strategies and efforts to manage our exposures to these risks may not be effective in the future, which could negatively impact our results of operations and the price of our common stock.

We may be exposed to risks relating to management’s conclusion that our disclosure controls and procedures and internal controls over financial reporting are ineffective.

We do not have an independent audit committee and our Board of Directors may be unable to fulfill the functions of such a committee, which may compromise the management of our business.

Our Board of Directors functions as our audit committee and is comprised of two directors, none of whom are considered to be “independent” in accordance with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934.

An independent audit committee plays a crucial role in the corporate governance process, assessment of the Company’s processes relating to its risks and control environment, oversight of financial reporting, and evaluation of internal and independent audit processes.

The lack of an independent audit committee may prevent the Board of Directors from being independent in its judgments and decisions and its ability to pursue the committee’s responsibilities, which could compromise the management of our business.

If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.

In addition, we may have difficulty in hiring and retaining a sufficient number of qualified employees to work in Malaysia.

As a result, we may experience difficulties in implementing and maintaining adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act of 2002.

Risks Associated with Our Common Stock

Our shares are defined as “penny stock.” The rules imposed on the sale of the shares may affect your ability to resell any shares you may purchase, if at all.

Our shares are defined as a “penny stock” under the Securities and Exchange Act of 1934, and rules of the Commission.

The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer.

For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser’s written agreement prior to the sale.

In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission.

Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our Common Stock and may also affect your ability to resell any shares you may purchase.

Market for penny stock has suffered in recent years from patterns of fraud and abuse

Stockholders should be aware that, according to SEC Release No.

34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.

will need to raise capital to satisfy our capital needs and grow our company.

Future capital needs will require us to sell additional

equity or debt securities that will dilute or subordinate the rights of our common stockholders, and our inability to raise capital when

needed could cause our business to fail.

develop our business as currently planned, we will need to raise additional capital.

Moreover, our costs and expenses may be even greater

than currently anticipated, and there may be investments or expenses that are presently unforeseen.

In any case, we may be unable to

raise sufficient capital to fund these costs and achieve significant revenue generation.

Moreover, our future capital requirements are

also difficult to predict with precision, and our actual capital requirements may differ substantially from those we currently anticipate.

a result, we will need to seek equity or debt financing to finance a large portion of our future capital requirements.

Such financing

might not be available to us when needed or on terms that are acceptable, or at all.

We will likely issue additional equity securities

and may issue debt securities or otherwise incur debt in the future to fund our business plan.

If we issue equity or convertible debt

securities to raise additional funds, our existing stockholders will experience dilution, and the new equity (including preferred equity)

or debt securities or other indebtedness may have rights, preferences, and privileges senior to those of our existing stockholders.

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.

ability to obtain the necessary capital in the form of equity or debt to carry out our business plan is subject to several risks, including

general economic and market conditions, as well as investor sentiment regarding our business.

These factors may make the timing, amount,

terms and conditions of any such financing unattractive or unavailable to us.

The prevailing macroeconomic environment may increase our

cost of financing or make it more difficult to raise additional capital on favorable terms, if at all.

If we are unable to raise sufficient

capital, we may have to significantly reduce our spending and/or delay or cancel our planned activities.

may also seek to raise additional funds through collaborations and licensing arrangements.

These arrangements, even if we are able to

secure them, may require us to relinquish some rights to our technologies, or to grant licenses on terms that are not favorable to us.

a result of the foregoing, we might not be able to obtain any financing, and we might not have sufficient capital to conduct our business

as projected, both of which could mean that we would be forced to curtail or discontinue our operations.

If we cannot raise additional

capital when we need or want to, our stock price, operations and prospects could be negatively affected, and our business could fail.

to comply with the U.S.

Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

are subject to the U.S.

Foreign Corrupt Practices Act, which generally prohibits U.S.

companies from engaging in bribery or other prohibited

payments to foreign officials for the purpose of obtaining or retaining business.

In addition, we are required to maintain records that

accurately and fairly represent our transactions and have an adequate system of internal accounting controls.

Foreign companies, including

some that may compete with us, are not subject to these prohibitions, and therefore may have a competitive advantage over us.

employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may

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

climate policy may adversely affect the demand for our solutions and our business prospects.

ongoing impacts of climate change have intensified focus on environmental issues globally.

In response, the prior U.S.

presidential administration

implemented several climate-related initiatives, including:

(i) having the U.S.

rejoin the Paris Agreement in 2021, (ii) announcing a

target to reduce U.S.

greenhouse gas emissions by 50% to 52% by 2030, and passing the Inflation Reduction Act of 2022, which included

nearly $370 billion in climate-related provisions that provide funding, programs, and incentives to accelerate the U.S.’s transition

to a clean energy economy.

In contrast, the current administration has signaled a shift in federal policy, with a reduced emphasis on

climate change initiatives, environmental regulations, and support for clean energy adoption.

products are designed to serve as carbon-negative alternatives to traditionally carbon intensive products.

A diminished federal focus

on climate-related policies and incentives could reduce interest among our target licensees end-users in adopting our solutions, particularly

if our products are perceived as more expensive or politically unfavorable compared to conventional alternatives.

This shift in market

dynamics could materially and adversely effect our business, financial condition and results of operations.

we fail to continue developing and improving upon our sustainable products, we may fall behind our competitors and our financial performance

may be adversely impacted.

operate in a competitive industry where the participants continuously develop innovative new products and solutions that enable their

customers to work more efficiently, reduce their environmental footprint and realize greater cost savings.

This is especially so in relation

to changing customer preferences and demands for high-performance sustainability solutions with enhanced emissions and/or circularity

profiles, including those with greater recycled content and/or innovations to existing products, that help them to deliver on their own

climate or emissions-related commitments.

Failure to continue leveraging innovation and other sustainability initiatives may allow other

industry participants to develop their own technologies as alternatives to our solutions, potentially resulting in early obsolescence

of our solutions or our licensees, including Ergon, choosing to purchase such alternatives instead of our solutions, which would have

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

contract with third parties for the manufacture of our low-carbon asphalt products and expect to continue to do so for additional years.

This reliance on third parties increases the risk that we will not have sufficient quality and quantities of products or such quantities

at an acceptable cost, which could delay, prevent or impair our business development.

rely, and expect to continue to rely, on third-party manufacturers for the production of low-carbon asphalt products.

All of our asphalt

products are manufactured by third parties, therefore our ability to increase production going forward will depend upon the experience,

certification levels, and large-scale production capabilities of those third parties’ manufacturers.

This reliance on third parties

increases the risk that we will not have sufficient quality and quantities of products or such quantities at an acceptable cost, which

could delay, prevent or impair our business development.

number of our projects/contracts are complex, spanning multiple parties, years and/or products, and our future financial results may

be adversely affected if we incorrectly forecast project budgets, deliver projects that do not meet contracted standards, or fail to

deliver on time.

our business lines, we will enter into contracts for complex, multi-year projects that comprise multiple product lines and as such we

will be exposed to inherent risks related to forecasting and budgeting, project management and delivery, and quality control.

to manage these risks effectively, we could suffer severe consequences that may have a material adverse effect on our business, financial

condition and results of operations.

In addition, any failure to manage these risks may also impact our licensees’ ability to bid

for and/or win future projects or contracts, which could reduce our profitability and damage our reputation among our licensees or potential

in interest rates could negatively impact our results of operations, stockholders’ equity (deficit) and fair value of net assets.

rates can fluctuate for a number of reasons, including changes in the fiscal and monetary policies of the federal government and its

agencies, such as the Federal Reserve.

Federal Reserve policies directly and indirectly influence the yield on our interest-earning assets

and the cost of our interest-bearing liabilities.

The availability of derivative financial instruments (such as options and interest

rate and foreign currency swaps) from acceptable counterparties of the types and in the quantities needed could also affect our ability

to effectively manage the risks related to our investment funding.

Our strategies and efforts to manage our exposures to these risks

may not be effective in the future, which could negatively impact our results of operations and the price of our Common Stock.

may be exposed to risks relating to management’s conclusion that our disclosure controls and procedures and internal controls over

financial reporting are ineffective.

do not have an independent audit committee and our Board of Directors may be unable to fulfill the functions of such a committee, which

may compromise the management of our business.

Our Board of Directors currently functions as our audit committee and is comprised of

four directors, only one of whom is considered to be “independent” in accordance with the requirements of Rule 10A-3 under

the Securities Exchange Act of 1934 or the Nasdaq Rules.

An independent audit committee plays a crucial role in the corporate governance

process, assessment of the Company’s processes relating to its risks and control environment, oversight of financial reporting,

and evaluation of internal and independent audit processes.

The lack of an independent audit committee may prevent the Board of Directors

from being independent in its judgments and decisions and its ability to pursue the committee’s responsibilities, which could compromise

the management of our business.

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

If we are unable to remediate these weaknesses

or otherwise fail to maintain proper and effective internal controls, our ability to produce timely and accurate financial statements

could be impaired, which could adversely affect our operating results, our ability to operate our business, our stock price and access

to the capital markets.

a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such

internal controls.

In addition, we are required to furnish a report by management on the effectiveness of our internal control over financial

reporting, pursuant to the rules and regulations of the SEC regarding compliance with Section 404 of the Sarbanes-Oxley Act.

of designing, implementing and testing the internal control over financial reporting required to comply with this obligation is time

consuming, costly and complicated.

We have identified material weaknesses in our internal control over financial reporting relating to

segregation of duties, formalized processes and documentation, regulatory reporting, the lack of an internal audit function, and the

lack of an established audit committee.

These material weaknesses have led to a conclusion that our internal control over financial reporting

and disclosure controls and procedures were not effective as of June 30, 2025.

Our inability to remediate these material weaknesses,

our discovery of additional control deficiencies or material weaknesses in internal control, and our inability to achieve and maintain

effective disclosure controls and procedures and internal control over financial reporting could adversely affect our results of operations,

our stock price and investor confidence in our Company.

management intends to take action to begin remediating these material weaknesses we have identified in our internal control over financial

however, certain remedial actions have not started or have only recently been undertaken.

We cannot be certain as to when

remediation may be fully completed.

In addition, we could in the future identify additional internal control deficiencies that could

rise to the level of a material weakness or uncover other errors in financial reporting.

During the course of our evaluation, we may

identify areas requiring improvement and may be required to design additional enhanced processes and controls to address issues identified

through this review.

In addition, there can be no assurance that such remediation efforts will be successful, that our internal control

over financial reporting will be effective as a result of these efforts or that any such future deficiencies identified may not be material

weaknesses that would be required to be reported in future periods.

we fail to remediate these material weaknesses and maintain effective disclosure controls and procedures or internal control over financial

reporting, we may not be able to rely on the integrity of our financial results, which could result in inaccurate or late reporting of

our financial results, as well as delays or the inability to meet our future reporting obligations or to comply with SEC rules and regulations.

As a result, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Common

Stock could decline.

We could also become subject to investigations by the stock exchange on which our Common Stock is listed, the SEC

or other regulatory authorities, which could require additional financial and management resources.

Failure to remedy any material weakness

in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies,

could also restrict our future access to the capital markets.

remediate the identified material weaknesses, management has begun implementing a number of measures, including enhancing segregation

of duties through the addition of accounting and finance personnel, formalizing internal control policies and procedures, improving documentation

and review processes related to regulatory reporting, and taking steps to establish an independent audit committee and internal audit

We may also engage third-party consultants to assist in the design and implementation of effective internal controls.

we believe these actions will improve our internal control environment, these remediation efforts will require time and resources, and

there can be no assurance that they will be fully effective or completed in a timely manner.

to have effective internal control over financial reporting and disclosure controls and procedures can impair our ability to produce

accurate financial statements on a timely basis and could lead to a restatement of our financial statements.

If, as a result of the ineffectiveness

of our internal control over financial reporting and disclosure controls and procedures, we cannot provide reliable financial statements,

our business decision processes may be adversely affected, our business and results of operations could be harmed, investors could lose

confidence in our reported financial information and our ability to obtain additional financing, or additional financing on favorable

terms, could be adversely affected.

we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely affected.

are required to establish and maintain appropriate internal controls over financial reporting.

Failure to establish those controls, or

any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition

or results of operations.

Any failure of these controls could also prevent us from maintaining accurate accounting records and discovering

accounting errors and financial fraud.

do not carry business interruption insurance so we could incur unrecoverable losses if our business is interrupted.

are subject to risk inherent to our business, including equipment failure, theft, natural disasters, industrial accidents, labor disturbances,

business interruptions, property damage, product liability, personal injury and death.

We do not carry any business interruption insurance

or third-party liability insurance or other insurance to cover risks associated with our business.

As a result, if we suffer losses,

damages or liabilities, including those caused by natural disasters or other events beyond our control and we are unable to make a claim

against a third party, we will be required to bear all such losses from our own funds, which could have a material adverse effect on

our business, financial condition and results of operations.

we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

rely on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position.

However, trade secrets are difficult to protect.

We limit disclosure of such trade secrets where possible but we also seek to protect

these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who do have access to them,

such as our employees, contract manufacturers, consultants, advisors and other third parties.

Despite these efforts, any of these parties

may breach the agreements and may unintentionally or willfully disclose our proprietary information, including our trade secrets, and

we may not be able to obtain adequate remedies for such breaches.

Enforcing a claim that a party illegally disclosed or misappropriated

a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable.

In addition, some courts inside and outside

the United States are less willing or unwilling to protect trade secrets.

Moreover, if any of our trade secrets were to be lawfully obtained

or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using

that technology or information to compete with us.

If any of our trade secrets were to be disclosed to or independently developed by

a competitor, our competitive position would be harmed.

or interruptions in shipping products of our businesses could affect our operations.

rely on third-parties to manage the distribution and transportation logistics of our products.

Transportation logistics play an important

role in allowing us to supply products to our customers.

Any significant delays, disruptions or the non-availability of our transportation

support system could negatively affect our operations.

Transportation operations are subject to capacity constraints, high fuel costs

and various hazards, including extreme weather conditions and slowdowns due to labor strikes and other work stoppages.

If there are material

changes in the availability or cost of transportation or distribution services, we may not be able to arrange alternative and timely

means to transport our products at a reasonable cost, which could lead to interruptions or slowdowns in our businesses or increases in

Related to Our Common Stock

Common Stock qualifies as a “penny stock.” The rules imposed on the sale of the shares may affect your ability to resell

any shares you may purchase, if at all.

shares are defined as a “penny stock” under the Securities and Exchange Act of 1934, and rules of the Commission.

Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our

securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or

individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions

not recommended by the broker-dealer.

For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination

for each purchaser and receive the purchaser’s written agreement prior to the sale.

In addition, the broker-dealer must make certain

mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the

compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission.

Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our Common Stock and may also

affect your ability to resell any shares you may purchase.

for penny stock has suffered in recent years from patterns of fraud and abuse

should be aware that, according to SEC Release No.

34-29093, the market for penny stocks has suffered in recent years from patterns of

fraud and abuse.

Such patterns include:

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

Excessive and undisclosed bid-ask differential and markups by selling broker-dealers;

The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market.

Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

The occurrence of these patterns or practices could increase the volatility of our share price.

Inability and unlikelihood to pay dividends

To date, we have not paid, nor do we intend to pay in the foreseeable future, dividends on our Common Stock, even if we become profitable.

Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to stockholders.

Prospective investors will likely need to rely on an increase in the price of Company stock to profit from his or her investment.

of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

of prices through prearranged matching of purchases and sales and false and misleading press releases;

room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

and undisclosed bid-ask differential and markups by selling broker-dealers;

wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along

with the resulting inevitable collapse of those prices and with consequential investor losses.

management is aware of the abuses that have occurred historically in the penny stock market.

Although we do not expect to be in a position

to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines

of practical limitations to prevent the described patterns from being established with respect to our securities.

The occurrence of these

patterns or practices could increase the volatility of our share price.

active market for our Common Stock may never develop, and we are under no obligation to seek out a more active market for our Common

there is a thin trading market or “float” for our Common Stock, the market price for our Common Stock may fluctuate significantly

more than the stock market as a whole.

Without a large float, our Common Stock would be less liquid than the stock of companies with

broader public ownership and, as a result, the trading prices of our Common Stock may be more volatile.

In addition, in the absence of

an active public trading market, investors may be unable to liquidate their investment in us.

Furthermore, the stock market is subject

to significant price and volume fluctuations, and the price of our Common Stock could fluctuate widely in response to several factors,

including, but not limited to:

quarterly or annual operating results;

in our earnings estimates or the failure to accurately forecast and appropriately plan our expenses;

to achieve our growth expectations;

to attract customers and retain them;

effect of increased or variable competition on our business;

or departures of key or qualified personnel;

to adequately protect our intellectual property;

associated with defending claims, including intellectual property infringement claims and related judgments or settlements;

in governmental or other regulations affecting our business;

compliance with governmental or other regulations affecting our business;

in global or regional industry, general market, or economic conditions.

stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices

of the securities of many companies, including companies in our industry.

The changes may not be possible to predict and often appear

to occur without regard to specific operating performance.

The price of our Common Stock could fluctuate based upon factors that have

little or nothing to do with our Company and these fluctuations could materially reduce our stock price.

market price for our Common Stock may be volatile and will fluctuate.

market price for shares of our Common Stock may be volatile and subject to wide fluctuations in response to numerous factors, many of

which are beyond our control, including the following:

(i) a decrease in the demand for market analysis or market insight products and

(ii) the liquidity of our Common Stock or lack thereof;

(iii) significant acquisitions or business combinations, strategic

partnerships, joint ventures, or capital commitments by or involving us or our competitors;

(iv) news reports relating to trends, concerns,

technological or competitive developments, regulatory changes, and other related issues in our industry or target markets;

and earnings performance can significantly impact investor confidence and influence share price movements;

(vi) leadership transitions

or high-profile personnel changes may create uncertainty among investors and impact share price stability;

and (vii) rapid advancements

or disruptions in technology within our industry could affect market perceptions of our company’s ability to innovate and compete,

leading to share price volatility.

Financial markets often experience significant price and volume fluctuations that affect the market

prices of equity securities of public entities and that are, in many cases, unrelated to the operating performance, underlying asset

values or prospects of such entities.

Accordingly, the market price of our shares of Common Stock may decline even if our operating results,

underlying asset values or prospects have not changed.

will be unable and are unlikely to pay dividends for the foreseeable future.

date, we have not paid, nor do we intend to pay in the foreseeable future, dividends on our Common Stock, even if we become profitable.

Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions

to stockholders.

Prospective investors will likely need to rely on an increase in the price of Company stock to profit from his or her

There are no guarantees that any market for our Common Stock will ever develop or that the price of our stock will ever increase.

Since we are not in a financial position to pay dividends on our common stock and future dividends are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation in the share price.

The potential or likelihood of an increase in share price is questionable at best.

Unresolved Staff Comments.

we are not in a financial position to pay dividends on our Common Stock and future dividends are not presently being contemplated, investors

are advised that return on investment in our Common Stock is restricted to an appreciation in the share price.

The potential or likelihood

of an increase in share price is questionable at best.

future results may vary significantly which may adversely affect the price of our Common Stock.

is possible that our quarterly revenues and operating results may vary significantly in the future and that period-to-period comparisons

of our revenues and operating results are not necessarily meaningful indicators of the future.

You should not rely on the results of

one quarter as an indication of our future performance.

It is also possible that in some future quarters, our revenues and operating

results will fall below our expectations or the expectations of market analysts and investors.

If we do not meet these expectations,

the price of our Common Stock may decline significantly.

are a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable

to smaller reporting companies will make our Common Stock less attractive to investors.

are a “smaller reporting company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not “smaller reporting companies” including,

but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the

requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

may continue to be a smaller reporting company.

We may take advantage of certain of the scaled disclosures available to smaller reporting

companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our Common Stock held

by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal quarter,

and (ii) our annual revenues is equal to or less than $100 million during the most recently completed fiscal year and the market value

of our Common Stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed

second fiscal quarter.

cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions.

If some investors find

our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may

be more volatile.

In addition, taking advantage of reduced disclosure obligations may make comparison of our financial statements with

other public companies difficult or impossible.

If investors are unable to compare our business with other companies in our industry,

we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition

and results of operations.

securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding

our Common Stock, the price of our Common Stock and trading volume could decline.

trading market for our Common Stock may depend in part on the research and reports that industry or securities analysts publish about

us or our business.

We do not have any control over these analysts.

If one or more of the analysts who cover us downgrade us, the price

of our Common Stock would likely decline.

If one or more of these analysts cease coverage of our Company or fail to regularly publish

reports on us, we could lose visibility in the financial markets, which could cause the price of our Common Stock and the trading volume

investment in our company may involve tax implications, and you are encouraged to consult your own advisors as neither we nor any related

party is offering any tax assurances or guidance regarding our company or your investment.

investment in our company generally involves complex federal, state and local income tax considerations.

Neither the Internal Revenue

Service nor any State or local taxing authority has reviewed the transactions described herein and may take different positions than

the ones contemplated by management.

You are strongly urged to consult your own tax and other advisors prior to investing, as neither

we nor any of our officers, directors or related parties is offering you tax or similar advice, nor are any such persons making any representations

and warrants regarding such matters.

Unanticipated

changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect

our financial condition and results of operations.

will be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses

in differing jurisdictions.

Our future effective tax rates could be subject to volatility or adversely affected by a number of factors,

in the valuation of our deferred tax assets and liabilities;

timing and amount of the release of any tax valuation allowances;

effects of stock-based compensation;

related to intercompany restructurings;

in tax laws, regulations or interpretations thereof.

addition, we may be subject to audits of our income, sales and other transaction taxes by federal, state and local authorities.

from these audits could have an adverse effect on our financial condition and results of operations.

Anti-takeover

provisions in Nevada law could discourage, delay or prevent a change in control of our company and may affect the trading price of our

Common Stock.

of the provisions of Nevada law may have the effect of delaying, deferring or discouraging another person from acquiring control of our

company or removing our incumbent officers and directors.

These provisions are expected to discourage certain types of coercive takeover

practices and inadequate takeover bids.

These provisions are also designed to encourage persons seeking to acquire control of us to first

negotiate with our board of directors.

We believe that the benefits of increased protection against an unfriendly or unsolicited proposal

to acquire or restructure us outweigh the disadvantages of discouraging such proposals.

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