We are still in the research phase and we may be unable to reach net energy, although we know of no reason right now why that would occur.

While we currently lead all other private fusion firms, other firms may still pull ahead of us and be first to develop a working prototype.

Even if we reach net energy, unanticipated problems could prevent successful development into a working prototype.

Even if we achieve net energy production in a laboratory device, we may not be able to overcome the engineering challenges to produce a working prototype generator. Heat removal is a significant engineering challenge and while this now appears possible within existing technology, it is near the limit of that technology. The x-ray collection device has never been built and unexpected difficulties may arise with that as well.

The Company plans on expanding its business in further research stages and eventually through the introduction of commercialization and marketing campaign.  Any expansion of operations the Company may undertake will entail risks.  Such actions may involve specific operational activities, which may negatively impact the profitability of the Company.  Consequently, shareholders must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to the Company at that time, and (ii) management of such expanded operations may divert Management's attention and resources away from its existing operations, all of which factors may have a material adverse effect on the Company's present and prospective business activities.

Our IP is protected by patents, but they do not cover the whole world and others may capture a dominant share of the market, or seek to break our patents.

While we believe we have a good chance of success, net power from fusion has not yet been achieved by anyone, and it's entirely possible that unexpected problems will arise. We won't know for sure until the experiments are complete. It's possible that the plasma won't behave the way we expect. There may also be engineering difficulties which delay the tests.

The regulation of fusion energy is not yet decided and future regulations may impede the roll-out of our technology.

Our ability to compete and to achieve and maintain profitability depends in part on our ability to protect our proprietary discoveries and technologies. We rely on a combination of patents and trade secret laws to protect our intellectual property rights. We also rely upon unpatented know-how and continuing technological innovation to develop and maintain our competitive position. Our patents might be challenged by third parties as being invalid or unenforceable, or third parties may independently develop similar or competing technology that avoids our patents. We cannot be certain that the steps we take will prevent the misappropriation and use of our intellectual property, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States.

If a prototype generator  is achieved, commercialization will be a remaining hurdle. Significant commercial interests in existing energy sources may be able to delay such commercialization. Many other competitors may well take a large share of the market for our devices, in regions not covered by our patents, by challenging the patents, or by ignoring them.

If we receive notice of claims of infringement, misappropriation or misuse of other parties’ proprietary rights, some of these claims could lead to litigation. We cannot assure you that we will prevail in these actions. We may also initiate claims to defend our intellectual property. Intellectual property litigation, regardless of outcome, is expensive and time-consuming, could divert management’s attention from our business and have a material negative effect on our business, operating results or financial condition. If there is a successful claim of infringement against us, we may be required to pay substantial damages (including treble damages if we were to be found to have willfully infringed a third party’s patent) to the party claiming infringement, develop non-infringing technology, stop selling our products or using technology that contains the allegedly infringing intellectual property or enter into royalty or license agreements that may not be available on acceptable or commercially practical terms, if at all. Our failure to develop non-infringing technologies or license the proprietary rights on a timely basis could harm our business. Parties making infringement claims on our patents may be able to obtain an injunction that would prevent us from selling our products or using technology that contains the allegedly infringing intellectual property, which could harm our business.

The Company has significant competition in the existing energy industry, and some of these competitors have significant resource bases with which to compete.  In the particular field of fusion energy, other proposed fusion devices are in various phases of development, although no project has demonstrated net power generation yet.  Primary competitors include EMC2 and Tri Alpha Energy.

The Company is offering Common Stock. Common Stock has a lower liquidation preference to Preferred Stock and may not carry all of the rights which Preferred Stock would.

We may have to seek loans from financial institutions. Typical loan agreements might contain restrictive covenants which may impair our operating flexibility. A default under any loan agreement could result in a charging order that would have a material adverse effect on our business, results of operations or financial condition.

In the early stages of development, the Company's business will be significantly dependent on the Company's management and scientific team.  The Company's success will be mainly dependent upon Eric J. Lerner, and his loss could have a material adverse effect on the Company.