Common use of Investment Risks Clause in Contracts

Investment Risks. Purchaser understands that purchasing Securities in the Offering will subject Purchaser to certain risks, including, but not limited to, those set forth under the caption “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-KSB and other periodic reports filed with the SEC, as well as each of the following: (i) The offering price of the Securities offered hereby has been determined solely by the Company and does not necessarily bear any relationship to the value of the Company’s assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value, and therefore, there can be no assurance that the offering price of the Units is representative of the actual value of the underlying Securities. (ii) The Company has experienced net losses in each fiscal quarter since its inception and expects to continue to incur significant net losses for the foreseeable future. While the Company is unable to predict accurately its future operating expenses, it currently expects these expenses to increase substantially as it implements its business plan. (iii) In order to fund its future operations, attract and retain employees, consultants and other service providers, and satisfy other obligations, the Company may be required to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Units. The issuance of any such securities may result in substantial dilution to the relative ownership interests of the Company’s existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock, and any debt financing may involve restrictive covenants that may limit the Company’s operating flexibility. (iv) The Company has provided herein that it intends to use most of the net proceeds from the Offering for general working capital purposes and other general corporate purposes which may include repayment of indebtedness. Thus, Purchaser is making its investment in the Securities based in part upon very limited information regarding the specific uses to which the net proceeds will be applied. (v) An investment in the Securities may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment. (vi) Funds received in payment for the Units will be released to the Company upon its execution of this Agreement. The Company is not required to raise any minimum amount of proceeds prior to obtaining such funds. Because there is no minimum amount of Units the Company must sell before accepting funds in the Offering, investors participating in the Offering will not be assured that the Company will have sufficient funds to execute its business plan, satisfy expected expenditures, repay indebtedness as it becomes due, and support operations over the next 12 months and will bear the risk that the Company will be unable to secure the funds necessary to meet its current and anticipated financial obligations.

Investment Risks. Purchaser understands that purchasing Securities in the Offering will subject Purchaser to certain risks, including, but not limited to, those set forth under the caption “"Risk Factors” " and elsewhere in the Company’s 's Annual Report on Form 10-KSB and other periodic reports filed with the SEC, as well as each of the following: (i) The offering price of the Securities offered hereby has been determined solely by the Company and does not necessarily bear any relationship to the value of the Company’s 's assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value, and therefore, there can be no assurance that the offering price of the Units is representative of the actual value of the underlying Securities. (ii) The Company has experienced net losses in each fiscal quarter since its inception and expects to continue to incur significant net losses for the foreseeable future. While the Company is unable to predict accurately its future operating expenses, it currently expects these expenses to increase substantially as it implements its business plan. (iii) In order to fund its future operations, attract and retain employees, consultants and other service providers, and satisfy other obligations, the Company may be required to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Units. The issuance of any such securities may result in substantial dilution to the relative ownership interests of the Company’s 's existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock, and any debt financing may involve restrictive covenants that may limit the Company’s 's operating flexibility. (iv) The Company has provided herein that it intends to use most of the net proceeds from the Offering for general working capital purposes and other general corporate purposes which may include repayment of indebtedness. Thus, Purchaser is making its investment in the Securities based in part upon very limited information regarding the specific uses to which the net proceeds will be applied. (v) An investment in the Securities may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment. (vi) Funds received in payment for the Units will be released to the Company upon its execution of this Agreement. The Company is not required to raise any minimum amount of proceeds prior to obtaining such funds. Because there is no minimum amount of Units the Company must sell before accepting funds in the Offering, investors participating in the Offering will not be assured that the Company will have sufficient funds to execute its business plan, satisfy expected expenditures, repay indebtedness as it becomes due, and support operations over the next 12 months and will bear the risk that the Company will be unable to secure the funds necessary to meet its current and anticipated financial obligations.

Investment Risks. Purchaser understands that purchasing Securities in the Offering will subject Purchaser to certain risks, including, but not limited to, those set forth under the caption “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-KSB and other periodic reports filed with the SEC, as well as each of the following: (i) The Company’s business of exploring for and producing oil and gas involves a substantial risk of investment loss. The Company’s oil and gas operations are subject to the economic risks typically associated with exploration, development and production activities, including the necessity of incurring significant expenditures to locate and acquire properties and to drill exploratory w▇▇▇▇. Drilling oil and gas w▇▇▇▇ involves the risk that the w▇▇▇▇ may be unproductive or that, although productive, the w▇▇▇▇ may not produce oil or gas in economic quantities. No assurance can be given that the Company will be able to find and develop or acquire additional reserves on acceptable terms, or that commercial quantities of oil and gas deposits will be discovered sufficient to enable the Company to recover its exploration and development costs or sustain its business. (ii) The offering price of the Securities offered hereby has been determined solely by the Company and does not necessarily bear any relationship to the value of the Company’s assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value, and therefore, there can be no assurance that the offering price of the Units is representative of the actual value of the underlying Securities. (iiiii) The Company has experienced net losses in each fiscal quarter since its inception and expects to continue to incur significant net losses for the foreseeable future. While the Company is unable to predict accurately its future operating expenses, it currently expects these expenses to increase substantially as it implements its business plan. (iiiiv) In order to fund its future operations, attract and retain employees, consultants and other service providers, and satisfy other obligations, the Company may be required to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities shares may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Units. The issuance of any such securities forgoing may result in substantial dilution to the relative ownership interests of the Company’s existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock, Stock and any debt financing may involve restrictive covenants that may limit the Company’s operating flexibility. (ivv) The Company has provided herein that it intends to use most of the net proceeds from the Offering for general working capital purposes and other general corporate purposes which may include repayment of indebtednesspurposes. Thus, Purchaser is making its investment in the Securities based in part upon very limited information regarding the specific uses to which the net proceeds will be applied. (vvi) An investment in the Securities may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment. (vi) Funds received in payment for the Units will be released to the Company upon its execution of this Agreement. The Company is not required to raise any minimum amount of proceeds prior to obtaining such funds. Because there is no minimum amount of Units the Company must sell before accepting funds in the Offering, investors participating in the Offering will not be assured that the Company will have sufficient funds to execute its business plan, satisfy expected expenditures, repay indebtedness as it becomes due, and support operations over the next 12 months and will bear the risk that the Company will be unable to secure the funds necessary to meet its current and anticipated financial obligations.

Investment Risks. Purchaser understands that purchasing Securities in the Offering Units will subject Purchaser to certain risks, including, but not limited to, those set forth under the caption “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-KSB and other periodic reports filed with the SEC, as well as each of the following: (i) The offering price of Company is a development-stage company with a limited operating history and an unproven business model, which makes it difficult for Purchaser to evaluate the Securities offered hereby has been determined solely by Company's current business and future prospects. As a result, the Company revenue and does not necessarily bear any relationship to the value income potential of the Company’s assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value, 's business and therefore, there can be no assurance that the offering price of the Units is representative of the actual value of the underlying Securitiesmarket are unproven. (ii) The Company has experienced net losses in each fiscal quarter since its inception and expects to continue to incur significant net losses for the foreseeable future. While the Company is unable to predict accurately its future operating expenses, it currently expects these expenses to increase substantially as it implements its business plan. (iii) The Company is in need of substantial additional capital to fund its current and future operations. In order to fund its future operationssatisfy such obligations, attract and retain employees, consultants and other service providers, and satisfy other obligations, the Company may be required to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Units. The issuance of any such securities forgoing may result in substantial dilution to the relative ownership interests of the Company’s 's existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock, Stock and any debt financing may involve restrictive covenants that may limit the Company’s 's operating flexibility. (iv) The Company has provided herein that it intends to use most purchase price of the net proceeds from Units offered hereby has been determined solely by the Offering Company in its sole discretion and does not necessarily bear any relationship to the value of the Company's assets, current or potential earnings of the Company, or any other recognized criteria used for general working capital purposes measuring value, and other general corporate purposes which may include repayment therefore, there can be no assurance that the offering price of indebtedness. Thus, Purchaser the Units is making its investment in representative of the Securities based in part upon very limited information regarding actual value of the specific uses to which the net proceeds will be appliedunderlying Securities. (v) An investment in the Securities may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment. (vi) Funds received in payment for the Units will be released to the Company upon its execution of this Agreement. The Company is not required to raise any minimum amount of proceeds prior to obtaining such funds. Because there is no minimum amount of Units the Company must sell before accepting funds in the Offering, investors participating in the Offering will not be assured that the Company will have sufficient funds to execute its business plan, satisfy expected expenditures, repay indebtedness as it becomes due, and support operations over the next 12 months and will bear the risk that the Company will be unable to secure the funds necessary to meet its current and anticipated financial obligations.

Investment Risks. Purchaser understands that purchasing Securities in the Offering will subject Purchaser to certain risks, including, but not limited to, those set forth under the caption “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-KSB Summary Investment Memorandum and other periodic reports filed with the SEC, as well as each of the following: (i) The Company's business of exploring for and producing oil and gas involves a substantial risk of investment loss. The Company's oil and gas operations are subject to the economic risks typically associated with exploration, development and production activities, including the necessity of incurring significant expenditures to locate and acquire properties and to drill exploratory wells. Drilling oil and gas wells invo▇▇▇▇ the risk that the wells ▇▇▇ be unproductive or that, alt▇▇▇▇▇ productive, the wells may not produce oil or gas in ec▇▇▇▇▇c quantities. No assurance can be given that the Company will be able to find and develop or acquire additional reserves on acceptable terms, or that commercial quantities of oil and gas deposits will be discovered sufficient to enable the Company to recover its exploration and development costs or sustain its business. (ii) The offering price of the Securities offered hereby has been determined solely by the Company and does not necessarily bear any relationship to the value of the Company’s 's assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value, and therefore, there can be no assurance that the offering price of the Units is representative of the actual value of the underlying Securities. (iiiii) The Company has experienced net losses in each fiscal quarter since its inception and expects to continue to incur significant net losses for the foreseeable future. While the Company is unable to predict accurately its future operating expenses, it currently expects these expenses to increase substantially as it implements its business plan. (iiiiv) In order to fund its future operations, attract and retain employees, consultants and other service providers, and satisfy other obligations, the Company may be required to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Units. The issuance of any such securities may result in substantial dilution to the relative ownership interests of the Company’s 's existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock, and any debt financing may involve restrictive covenants that may limit the Company’s 's operating flexibility. (ivv) The Company has provided herein that it intends to use most of the net proceeds from the Offering for general working capital purposes and other general corporate purposes which may include repayment of indebtednesspurposes. Thus, Purchaser is making its investment in the Securities based in part upon very limited information regarding the specific uses to which the net proceeds will be applied. (vvi) An investment in the Securities may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment. (vi) Funds received in payment for the Units will be released to the Company upon its execution of this Agreement. The Company is not required to raise any minimum amount of proceeds prior to obtaining such funds. Because there is no minimum amount of Units the Company must sell before accepting funds in the Offering, investors participating in the Offering will not be assured that the Company will have sufficient funds to execute its business plan, satisfy expected expenditures, repay indebtedness as it becomes due, and support operations over the next 12 months and will bear the risk that the Company will be unable to secure the funds necessary to meet its current and anticipated financial obligations.

Investment Risks. Purchaser understands that purchasing Securities in the Offering will subject Purchaser to certain risks, including, but not limited to, those set forth under the caption “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-KSB Summary Investment Memorandum and other periodic reports filed with the SEC, as well as each of the following: (i) At this time, the Company has nominal operations and assets and therefore is considered a shell corporation under applicable rules of the Securities Exchange Act of 1934, as amended. (ii) The offering price of the Securities offered hereby has been determined solely by the Company and does not necessarily bear any relationship to the value of the Company’s 's assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value, and therefore, there can be no assurance that the offering price of the Units is representative of the actual value of the underlying Securities. (ii) The Company has experienced net losses in each fiscal quarter since its inception and expects to continue to incur significant net losses for the foreseeable future. While the Company is unable to predict accurately its future operating expenses, it currently expects these expenses to increase substantially as it implements its business plan. (iii) In order to fund its future operations, attract and retain employees, consultants and pursue the acquisition of GTG or for other service providers, and satisfy other obligationscorporate purposes, the Company may be required expects to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Units. The issuance of any such securities may result in substantial dilution to the relative ownership interests of the Company’s 's existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock, and any debt financing may involve restrictive covenants that may limit the Company’s 's operating flexibility. (iv) The Company has provided herein that it intends to use most of the net proceeds from the Offering for general working capital purposes and other general corporate purposes which may include repayment of indebtedness. Thus, Purchaser is making its investment in the Securities based in part upon very limited information regarding the specific uses to which the net proceeds will be applied. (v) An investment in the Securities may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment. (viv) Funds received in payment for the Units will be released to the Company upon its execution of this Agreement. The Company is not required to raise any minimum amount of proceeds prior to obtaining such funds. Because there There is no minimum amount of Units required to be raised in this Offering and, therefore, the Company must sell before accepting funds in the Offering, investors participating in the may not generate enough net proceeds form this Offering will not be assured that the Company will have sufficient funds to execute its business plan, plan and satisfy expected expenditures, repay indebtedness as it becomes due, and support operations over the next 12 months and will bear the risk that the Company will be unable to secure the funds necessary to meet its current and anticipated financial obligationsworking capital requirements.

Investment Risks. Purchaser understands that purchasing Securities in the Offering will subject Purchaser to certain risks, including, but not limited to, those set forth under the caption “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-KSB Summary Investment Memorandum and other periodic reports filed with the SEC, as well as each of the following: (i) The Company's business of exploring for and producing oil and gas involves a substantial risk of investment loss. The Company's oil and gas operations are subject to the economic risks typically associated with exploration, development and production activities, including the necessity of incurring significant expenditures to locate and acquire properties and to drill exploratory wells. Drilling oil and ga▇ ▇▇▇ls involves the risk th▇▇ ▇▇e wells may be unproductive ▇▇ ▇▇at, although productive, the wells may not produce oil ▇▇ ▇▇s in economic quantities. No assurance can be given that the Company will be able to find and develop or acquire additional reserves on acceptable terms, or that commercial quantities of oil and gas deposits will be discovered sufficient to enable the Company to recover its exploration and development costs or sustain its business. (ii) The offering price of the Securities offered hereby has been determined solely by the Company and does not necessarily bear any relationship to the value of the Company’s 's assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value, and therefore, there can be no assurance that the offering price of the Units is representative of the actual value of the underlying Securities. (iiiii) The Company has experienced net losses in each fiscal quarter since its inception and expects to continue to incur significant net losses for the foreseeable future. While the Company is unable to predict accurately its future operating expenses, it currently expects these expenses to increase substantially as it implements its business plan. (iiiiv) In order to fund its future operations, attract and retain employees, consultants and other service providers, and satisfy other obligations, the Company may be required to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Units. The issuance of any such securities may result in substantial dilution to the relative ownership interests of the Company’s 's existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock, and any debt financing may involve restrictive covenants that may limit the Company’s 's operating flexibility. (ivv) The Company has provided herein that it intends to use most of the net proceeds from the Offering for general working capital purposes and other general corporate purposes which may include repayment of indebtednesspurposes. Thus, Purchaser is making its investment in the Securities based in part upon very limited information regarding the specific uses to which the net proceeds will be applied. (vvi) An investment in the Securities may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment. (vi) Funds received in payment for the Units will be released to the Company upon its execution of this Agreement. The Company is not required to raise any minimum amount of proceeds prior to obtaining such funds. Because there is no minimum amount of Units the Company must sell before accepting funds in the Offering, investors participating in the Offering will not be assured that the Company will have sufficient funds to execute its business plan, satisfy expected expenditures, repay indebtedness as it becomes due, and support operations over the next 12 months and will bear the risk that the Company will be unable to secure the funds necessary to meet its current and anticipated financial obligations.