American Picture House Corp
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 30, 2026
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What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-04-14.
0001641172-25-003967
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-30.
0001493152-26-013430
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 84 previous paragraphs and 110 current paragraphs.
58 unchanged; 16 reworded; 35 added; 7 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 6 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (35)
Current report
We may not be able to continue as a going concern.
Current report
Our ability to continue operations depends on our ability to generate sufficient cash flows and/or obtain additional financing. We have incurred losses and may continue to incur losses, and we may be unable to raise additional capital when needed or on acceptable terms. If we are unable to obtain additional financing or otherwise improve liquidity, we may be required to reduce, delay or discontinue aspects of our business plan, including development, packaging, financing and production activities.
Current report
A lack of liquidity could also result in defaults under contractual obligations, disputes with counterparties, and an inability to maintain or protect rights in intellectual property and project-related positions. Any of these outcomes could materially and adversely affect our business, results of operations and financial condition, and could result in a cessation of operations.
Current report
Production, distribution and marketing costs may rise faster than growth in theatrical revenues and other monetization opportunities, increasing our dependence on revenues from streaming, digital distribution, ad-supported platforms, television, international markets, limited series and other ancillary or emerging distribution channels. If we are unable to secure or successfully exploit these revenue streams on commercially reasonable terms, our business, results of operations and financial condition could be materially adversely affected.
Current report
Convertible or equity-linked financings could cause substantial dilution and downward pressure on our stock price.
Current report
We have issued, and may in the future issue, convertible or equity-linked instruments, including instruments with variable conversion features and share reservation mechanics. Conversions, settlements, or other issuances under these instruments could result in substantial dilution to existing stockholders. In addition, the potential for significant future issuances may create downward pressure on the trading price of our common stock, increase volatility, and make it more difficult for us to raise capital on favorable terms, or at all.
Current report
These instruments may also include beneficial ownership limitations, price lookback provisions, and other terms that can affect the timing and amount of shares issued.
Current report
Our project-level lending, recoupment positions and other financing arrangements may not result in repayment or priority returns.
Current report
From time to time, we participate in projects through lending arrangements, receivable- or lien-based structures, and recoupment positions that are intended to prioritize return of capital. However, repayment and priority returns depend on numerous factors that are outside our control, including the completion and commercial performance of the applicable project, the accuracy and timeliness of accounting and reporting by third parties, and the willingness and ability of counterparties to perform under applicable agreements.
Current report
Our ability to realize value from these positions may be limited by contractual waterfalls and customary senior deductions, including sales fees, distribution expenses, participations, guild obligations, residuals and other charges that may reduce or delay net receipts available for repayment or recoupment. In addition, security interests and “priority” rights are only as effective as the underlying documentation and applicable law; disputes regarding chain-of-title, competing claims, intercreditor arrangements, perfection, priority, or enforceability could reduce or eliminate recoveries and may require costly and time-consuming enforcement efforts.
Current report
In addition, certain project rights and enforcement expectations may be affected by third-party bankruptcy proceedings involving prior stakeholders, which could adversely affect the enforceability, priority, timing, or availability of collections for particular titles.
Current report
Any failure to collect amounts due, delays in collections, or increased enforcement and dispute costs could materially and adversely affect our business, results of operations and financial condition.
Current report
If we were deemed an “investment company” under the Investment Company Act of 1940, we could be subject to significant additional regulatory requirements.
Current report
We engage in a mix of development, packaging, production-related activities and, from time to time, project-level financing arrangements. If our activities were characterized in a manner that caused us to be deemed an investment company under the Investment Company Act of 1940, we could become subject to substantial additional regulation, including restrictions on operations, capital structure, transactions with affiliates and reporting requirements.
Current report
Compliance with these requirements could impose significant costs, could restrict our ability to execute our business plan, and could require changes to our operations or asset composition. Any such outcome could materially and adversely affect our business, results of operations and financial condition.
Current report
We rely on third parties for the collection, reporting and remittance of project receipts, which may be delayed, disputed or incomplete.
Current report
In many cases, project revenues (and therefore amounts available for repayment, recoupment or participation) are collected, administered, reported and remitted by third parties, such as distributors, sales agents, collection account managers and other intermediaries. These third parties may apply reserves, set-offs, chargebacks or expense allocations, may be subject to their own operational constraints or insolvency risks, and may not provide information at the level of detail or frequency we expect.
Current report
We may have limited practical ability to verify reported receipts in real time or to promptly enforce audit and reporting rights, particularly where counterparties are located outside the United States or where project documentation includes dispute resolution procedures that can be costly or slow. Delays, disputes, withheld remittances, or incomplete reporting could materially reduce or defer amounts otherwise available to us.
Current report
Our financing and production plans may depend on production incentives and tax credits, which may be unavailable, reduced, delayed, audited or recaptured.
Current report
We may evaluate or structure projects based on the availability of production incentives, rebates, grants or tax credits offered by governmental authorities. These programs may be modified, reduced, suspended or eliminated, and eligibility often depends on strict compliance with program requirements, including timing, budget, documentation and local spending thresholds.
Current report
Even where incentives are expected, payments may be delayed due to administrative backlogs or disputes, and incentives may be subject to audit or recapture. If incentives are not realized at the expected amounts or on the expected timeline, projected project economics may be adversely affected, and our ability to recover invested amounts or achieve anticipated returns could be materially impaired.
Current report
If projects are not completed and delivered on time and in accordance with delivery requirements, revenues and recoupment may be delayed or not realized.
Current report
The timing and amount of revenues and other receipts associated with film and limited series projects may depend on timely completion, delivery and acceptance under distribution, licensing and other agreements. Projects can be delayed or disrupted by numerous factors, including scheduling issues, availability of talent and crew, post-production complexity, unexpected costs, disputes, force majeure events, and changes in distribution or marketing plans.
Current report
If a project is not delivered on time, does not meet technical or contractual delivery requirements, or is not accepted by the applicable counterparty, associated receipts may be delayed, reduced, or not received, which could adversely affect our liquidity and our ability to recover invested amounts.
Current report
The entertainment industry continues to undergo significant technological and commercial change. Consumer viewing has shifted toward subscription streaming, ad-supported streaming, FAST channels, mobile and connected-TV viewing, and other digital platforms, while release windows, licensing practices, advertising models and platform economics continue to evolve. These developments may reduce the value of certain distribution channels, make audience discovery more difficult, and adversely affect the revenues we are able to generate from our titles.
Current report
In addition, larger studios, streamers, distributors and media companies generally have greater financial, marketing, data, technology and distribution resources than we do, which may limit our ability to obtain favorable distribution arrangements, platform placement, marketing support or licensing terms. We also may face uncertainty regarding whether we possess all rights necessary to exploit certain titles across new and emerging technologies, platforms and business models.
Current report
If we are unable to adapt to technological change, changing consumer preferences and evolving distribution models, or if we are unable to secure, enforce or exploit the rights necessary to monetize our content across those channels, our business, results of operations and financial condition could be materially adversely affected.
Current report
We may become involved in disputes regarding contractual credit rights, which could harm our reputation and business relationships.
Current report
In connection with certain projects, we may have contractual rights to specified credits and/or may support arrangements under which our officers or other participants receive credit. Credit determinations are often subject to customary industry practices, approvals by multiple parties, guild considerations, and contractual interpretation. Disputes may arise regarding whether credits are provided in the manner contemplated by applicable agreements.
Current report
Credit-related disputes can be costly, can divert management time, and may negatively affect our relationships with producers, financiers, distributors and other counterparties. Any reputational harm could reduce future deal flow or impair our ability to participate in projects on favorable terms.
Current report
Our common shareholders face the risk of substantial dilution of their voting rights and reduced influence over corporate matters as a result of the Company’s Series A preferred shares and the concentration of voting control in our Chief Executive Officer and Chairperson of the Board of Directors, Bannor Michael MacGregor. As of March 25, 2026, the Company had 113,599,325 shares of common stock outstanding and 3,839 shares of Series A preferred stock outstanding. Each share of Series A preferred stock is entitled to 1,000,000 votes and is convertible into 100,000 shares of common stock. Mr. MacGregor beneficially owns 21,231,503 shares of common stock and 100% of the Company’s issued and outstanding Series A preferred stock. As a result, Mr. MacGregor controls a substantial majority of the Company’s voting power and has the ability to control the election of directors and the outcome of substantially all matters submitted to a vote of shareholders, including the approval of significant corporate transactions. This concentration of voting control may delay, deter or prevent a change in control, merger, consolidation, tender offer or other business combination that other shareholders may believe is in their best interests. In addition, because the Series A preferred shares are convertible into common stock, the exercise or conversion of such securities could substantially dilute the equity and voting interests of holders of our common stock. Further, because Mr. MacGregor may retain voting control through ownership of the Series A preferred shares even if he reduces his economic ownership of the Company’s common stock, the interests of Mr. MacGregor may not always align with the interests of other shareholders.
Current report
Conflicts/Related Party. Our controlling stockholder and officers may enter into related-party arrangements, including with respect to advances, repayment priorities, or assignments of Company obligations, and these arrangements may create conflicts of interest and may not be negotiated on terms that are as favorable as could be obtained from unaffiliated third parties
Current report
We have no employees and rely on consultants and third parties, which may limit our ability to execute our strategy and maintain effective controls.
Current report
We currently rely on consultants, independent contractors and other third parties for corporate operations and, where applicable, project development, packaging and financing activities. This reliance may limit our ability to scale operations, retain institutional knowledge, and implement and maintain consistent processes, including financial reporting and disclosure controls.
Current report
If we are unable to attract, retain and effectively manage qualified consultants and other service providers, or if key relationships are disrupted, we may experience delays in execution, increased costs, operational inefficiencies, and increased risk of control deficiencies. Any of these outcomes could materially and adversely affect our business, results of operations and financial condition.
Removed paragraphs (7)
Previous report
Production costs and marketing costs are rising at a faster rate than increases in either domestic admissions to movie theatres or admission ticket prices, leaving us more dependent on other media, such as home video, television and foreign markets, and new media. If we cannot successfully exploit these other media, it could have a material adverse effect on our business, results of operations or financial condition.
Previous report
The Company has provided loans to third party production companies. These loans come with considerable risk and may never be repaid. Failure to receive repayment of loans may have a material adverse effect on the Company.
Previous report
All common shares are entitled to one vote per share, and participate in any distributions or dividends that may be declared by the Board of Directors. As of April 7, 2025, the Company has 1,000,000,000 common shares authorized of which 112,399,325 shares are issued and outstanding. As of April 7, 2025, the Company had 1,000,000 preferred shares authorized, of which 100,000 preferred shares have been designated as Series A Convertible Preferred Stock (“Series A preferred shares” herein). At present, 3,829 Series A preferred shares are issued and outstanding, and no other preferred shares have been designated or issued. The Series A preferred shares do not have any rights to dividends; however, each share of Series A preferred shares carries a superior voting right to the Company’s common shares: each Series A preferred share shall be counted as 1,000,000 votes in any Company vote. Further, each Series A preferred share is convertible at a ratio of 1 to 100,000 so that each one share of Series A preferred shares may be exchanged for 100,000 common shares. Series A preferred shares also hold a first position lien against all of the Company’s assets including but not limited to the Company’s intellectual property. The Preferred shares do not have any specific redemption rights or sinking fund provisions. Hence, the current holder (our Chief Executive Officer and Chairman of the Board of Directors, Bannor Michael MacGregor) of the 3,829 Series A preferred shares that are currently issued and outstanding, has the ability to control the election of Board members and other Company matters that require shareholder votes. Further, Mr. MacGregor has the ability to convert his 3,829 Series A preferred shares into 382,900,000 common shares, thereby retaining control of the Company for the foreseeable future even without owning the Series A preferred shares.
Previous report
If we are unable to successfully manage growth, our operations could be adversely affected.
Previous report
Our progress is expected to require the full utilization of our management, financial and other resources. Our ability to manage growth effectively will depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit, train and manage personnel. There can be no absolute assurance that management will be able to manage growth effectively.
Previous report
If we do not properly manage the growth of our business, we may experience significant strains on our management and operations and disruptions in our business. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability to meet customer demand in a timely and efficient manner could be challenged. We may also experience development delays as we seek to meet increased demand for our services and platform. Our failure to properly manage the growth that we or our industry might experience could negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential customers.
Reworded paragraphs (16)
Previous wording
An investment in our common shares involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this prospectus before making an investment decision. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we may currently deem immaterial, may become important factors that harm our business, results of operations and financial condition. If any of the following risks actually occur, our business, results of operations and financial condition could suffer. In that case, the trading price of our common shares could decline, and you may lose all or part of your investment.
Current wording
An investment in our common shares involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this Annual Report on Form 10-K before making an investment decision. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we may currently deem immaterial, may become important factors that harm our business, results of operations and financial condition. If any of the following risks actually occur, our business, results of operations and financial condition could suffer. In that case, the trading price of our common shares could decline, and you may lose all or part of your investment.
Previous wording
We have reported operating losses for fiscal years 2023 and 2024. Our accumulated deficit was approximately $7.3 million at December 31, 2024. We cannot assure you we will continue to operate profitably, and if we cannot, we may not be able to meet our debt service, working capital requirements, capital expenditure plans, anticipated production slate or other cash needs. Our inability to meet those needs could have a material adverse effect on our business, results of operations and financial conditions. As of December 31, 2024, the Company had negative operating capital.
Current wording
We have reported operating losses for fiscal years 2025 and 2024. Our accumulated deficit was approximately $7.8 million at December 31, 2025. We cannot assure you we will continue to operate profitably, and if we cannot, we may not be able to meet our debt service, working capital requirements, capital expenditure plans, anticipated production slate or other cash needs. Our inability to meet those needs could have a material adverse effect on our business, results of operations and financial conditions. As of December 31, 2025, the Company had negative operating capital.
Previous wording
*Our business requires a substantial investment of capital.*The production, acquisition and distribution of motion pictures require a significant amount of capital. A significant amount of time may elapse between our expenditure of funds and the receipt of commercial revenues from or government contributions to our motion pictures. This time lapse requires us to fund a significant portion of our capital requirements from our revolving credit facility and from other sources. Although we intend to continue to reduce the risks of our production exposure through financial contributions from broadcasters, distributors, tax shelters, government and industry programs and studios, we cannot assure you that we will continue to implement successfully these arrangements or that we will not be subject to substantial financial risks relating to the production, acquisition, completion and release of future motion pictures and television programs. If we increase (through internal growth or acquisition) our production slate or our production budgets, we may be required to increase overhead, make larger up-front payments to talent and consequently bear greater financial risks. Any of the foregoing could have a material adverse effect on our business, results of operations or financial condition.
Current wording
*Our business requires a substantial investment of capital.*The production, acquisition and distribution of motion pictures require a significant amount of capital. A significant amount of time may elapse between our expenditure of funds and the receipt of commercial revenues from or government contributions to our motion pictures. This time lapse requires us to fund a significant portion of our capital requirements from our revolving credit facility and from other sources. Although we intend to continue to reduce the risks of our production exposure through financial contributions from broadcasters, distributors, tax shelters, government and industry programs and studios, we cannot assure you that we will continue to implement successfully these arrangements or that we will not be subject to substantial financial risks relating to the production, acquisition, completion and release of future motion pictures and limited series programs. If we increase (through internal growth or acquisition) our production slate or our production budgets, we may be required to increase overhead, make larger up-front payments to talent and consequently bear greater financial risks. Any of the foregoing could have a material adverse effect on our business, results of operations or financial condition.
Previous wording
*Budget overruns may adversely affect our business.*Our business model requires that we be efficient in production of our motion pictures. Actual motion picture and television production costs often exceed their budget, sometimes significantly. The production, completion and distribution of motion pictures and television productions are subject to a number of uncertainties, including delays and increased expenditures due to creative differences among key cast members and other key creative personnel or other disruptions or events beyond our control. Risks such as death or disability of star performers, technical complications with special effects or other aspects of production, shortages of necessary equipment, damage to film negatives, master tapes and recordings or adverse weather conditions may cause cost overruns and delay or frustrate completion of a production. If a motion picture or television production incurs substantial budget overruns, we may have to seek additional financing from outside sources to complete production. We cannot make assurances regarding the availability of such financing on terms acceptable to us, and the lack of such financing could have a material adverse effect on our business, results of operations and financial condition.
Current wording
*Budget overruns may adversely affect our business.*Our business model requires that we be efficient in production of our motion pictures. Actual motion picture and limited series production costs often exceed their budget, sometimes significantly. The production, completion and distribution of motion pictures and limited series productions are subject to a number of uncertainties, including delays and increased expenditures due to creative differences among key cast members and other key creative personnel or other disruptions or events beyond our control. Risks such as death or disability of star performers, technical complications with special effects or other aspects of production, shortages of necessary equipment, damage to film negatives, master tapes and recordings or adverse weather conditions may cause cost overruns and delay or frustrate completion of a production. If a motion picture or limited series production incurs substantial budget overruns, we may have to seek additional financing from outside sources to complete production. We cannot make assurances regarding the availability of such financing on terms acceptable to us, and the lack of such financing could have a material adverse effect on our business, results of operations and financial condition.
Previous wording
A significant portion of our filmed content library revenues comes from a small number of titles. We depend on a limited number of titles for the majority of the revenues generated by our filmed and television content library. In addition, many of the titles in our library are not presently distributed and generate substantially no revenue. If we cannot acquire new product and rights to popular titles through production, distribution agreements, acquisitions, mergers, joint ventures or other strategic alliances, it could have a material adverse effect on our business, results of operations or financial condition.
Current wording
A significant portion of our filmed content library revenues comes from a small number of titles. We depend on a limited number of titles for the majority of the revenues generated by our filmed and limited series content library. In addition, many of the titles in our library are not presently distributed and generate substantially no revenue. If we cannot acquire new product and rights to popular titles through production, distribution agreements, acquisitions, mergers, joint ventures or other strategic alliances, it could have a material adverse effect on our business, results of operations or financial condition.
Previous wording
Our success depends on the commercial success of motion pictures which is unpredictable. Operating in the motion picture and television industry involves a substantial degree of risk.
Current wording
Our success depends on the commercial success of motion pictures which is unpredictable. Operating in the motion picture and limited series industry involves a substantial degree of risk.
Previous wording
In addition, because a motion picture’s performance in ancillary markets, such as home video and pay and free television, is often directly related to its box office performance or television ratings, poor box office results or poor television ratings may negatively affect future revenue streams. Our success will depend on the experience and judgment of our management to select and develop new investment and production opportunities. We cannot make assurances that our motion pictures will obtain favorable reviews or ratings, that our motion pictures will perform well at the box office or in ancillary markets or that broadcasters will license the rights to broadcast any of our television programs in development or renew licenses to broadcast programs in our library. The failure to achieve any of the foregoing could have a material adverse effect on our business, results of operations and financial condition.
Current wording
In addition, because a motion picture’s performance in ancillary markets, such as streaming, digital distribution, television licensing and international distribution, is often directly related to its box office performance, and because a limited series program’s performance is often directly related to ratings, audience engagement and platform demand, poor box office results, poor ratings or weak audience engagement may negatively affect future revenue streams. Our success depends on the experience and judgment of our management in selecting and developing new investment and production opportunities. We cannot assure you that our motion pictures will obtain favorable reviews, perform well at the box office or across ancillary markets, or that broadcasters, streaming platforms or other distributors will license rights to distribute any of our limited series programs in development or renew licenses for programs in our library. If we fail to achieve any of the foregoing, our business, results of operations and financial condition could be materially adversely affected.
Previous wording
We could be adversely affected by strikes or other union job actions. The motion picture and television programs produced by us generally employ actors, writers and directors who are members of the Screen Actors Guild, Writers Guild of America and Directors Guild of America, respectively, pursuant to industry-wide collective bargaining agreements.
Current wording
We could be adversely affected by strikes or other union job actions. The motion picture and limited series programs produced by us generally employ actors, writers and directors who are members of the Screen Actors Guild, Writers Guild of America and Directors Guild of America, respectively, pursuant to industry-wide collective bargaining agreements.
Previous wording
We are smaller and less diversified than many of our competitors. Although we are an independent distributor and producer, we constantly compete with major U.S. and international studios. Most of the major U.S. studios are part of large diversified corporate groups with a variety of other operations, including television networks and cable channels, that can provide both means of distributing their products and stable sources of earnings that may allow them better to offset fluctuations in the financial performance of their motion picture and television operations. In addition, the major studios have more resources with which to compete for ideas, storylines and scripts created by third parties as well as for actors, directors and other personnel required for production. The resources of the major studios may also give them an advantage in acquiring other businesses or assets, including film libraries, that we might also be interested in acquiring. The foregoing could have a material adverse effect on our business, results of operations and financial condition.
Current wording
We are smaller and less diversified than many of our competitors. Although we are an independent distributor and producer, we constantly compete with major U.S. and international studios. Most of the major U.S. studios are part of large diversified corporate groups with a variety of other operations, including limited series networks and cable channels, that can provide both means of distributing their products and stable sources of earnings that may allow them better to offset fluctuations in the financial performance of their motion picture and limited series operations. In addition, the major studios have more resources with which to compete for ideas, storylines and scripts created by third parties as well as for actors, directors and other personnel required for production. The resources of the major studios may also give them an advantage in acquiring other businesses or assets, including film libraries, that we might also be interested in acquiring. The foregoing could have a material adverse effect on our business, results of operations and financial condition.
Previous wording
Technological advances may reduce our ability to exploit our motion pictures. The entertainment industry in general and the motion picture industry in particular continue to undergo significant technological developments, including video-on-demand. This rapid growth of technology combined with shifting consumer tastes could change how consumers view our motion pictures and television programs. For example, an increase in video-on-demand could decrease home video rentals. Other larger entertainment distribution companies will have larger budgets to exploit these growing trends. We cannot predict how we will financially participate in the exploitation of our motion pictures and television programs through these emerging technologies or whether we have the right to do so for certain of our library titles. If we cannot successfully exploit these and other emerging technologies, it could have a material adverse effect on our business, results of operations or financial condition.
Current wording
Technological advances may reduce our ability to exploit our motion pictures. Technological changes and evolving consumer viewing habits may reduce our ability to exploit our motion pictures and other content.
Previous wording
Our success depends to a significant degree upon the efforts, contributions and abilities of our senior management. We cannot assure you that the services of our key personnel will continue to be available to us or that we will be able to successfully renegotiate such employment agreements. The loss of services of any key employees could have a material adverse effect on our business, results of operations or financial condition.
Current wording
Our success depends to a significant degree upon the efforts, contributions and abilities of our senior management. We cannot assure you that the services of our key personnel will continue to be available to us or that we will be able to successfully renegotiate such employment or consulting agreements. The loss of services of any key employees or consultants could have a material adverse effect on our business, results of operations or financial condition.
Previous wording
Our Chief Executive Officer and Chairman of the Board of Directors holds a significant percentage of our outstanding voting securities, which could reduce the ability of minority shareholders to effect certain corporate actions.
Current wording
Our Chief Executive Officer and Chairperson of the Board of Directors holds a significant percentage of our outstanding voting securities, which could reduce the ability of minority shareholders to effect certain corporate actions.
Previous wording
Our Chief Executive Officer and Chairman of the board of Directors, Bannor Michael MacGregor, is the beneficial owner of 23,654,603 shares of common stock, which controls 21.05% of the outstanding common voting shares. Mr. MacGregor is the owner of 100% of the Company’s 3,829 shares of issued and outstanding Series A preferred stock. The Company’s Series A preferred shares have voting rights equal to 1,000,000 votes per each one share. As such, Mr. MacGregor has voting rights equal to 3,852,654,603 shares of common stock and thus control of any item brought before shareholders requiring a vote. As a result of this ownership, Mr. MacGregor possesses and can continue to possess significant influence and can elect and can continue to elect a majority of our Board of Directors and authorize or prevent proposed significant corporate transactions. Mr. MacGregor’s ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.
Current wording
Our Chief Executive Officer and Chairperson of the Board of Directors, Bannor Michael MacGregor, is the beneficial owner of 21,231,503 shares of common stock, which controls 18.69% of the outstanding common voting shares. Mr. MacGregor is the beneficial owner of 100% of the Company’s 3,839 shares of issued and outstanding Series A preferred stock. The Company’s Series A preferred shares have voting rights equal to 1,000,000 votes per each one share. As such, Mr. MacGregor has voting rights equal to 3,860,231,503 shares of common stock and thus 97.66% control of any item brought before shareholders requiring a vote. As a result of this ownership, Mr. MacGregor possesses and can continue to possess significant influence and can elect and can continue to elect a majority of our Board of Directors and authorize or prevent proposed significant corporate transactions. Mr. MacGregor’s ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.
Previous wording
Bannor Michael MacGregor, Chairman and CEO, holds substantial control over the Company. As a result, Mr. MacGregor, could have significant influence over most matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions, even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our company that other stockholders may view as beneficial. Mr. MacGregor controls 21.05% of the Company’s common shares. Additionally, Mr. MacGregor owns 3,829 Series A Preferred Shares that have voting rights equivalent to 3,829,000,000 common shares.
Current wording
Bannor Michael MacGregor, Chairperson and CEO, holds substantial control over the Company. As a result, Mr. MacGregor, could have significant influence over most matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions, even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our company that other stockholders may view as beneficial. Mr. MacGregor controls 18.69% of the Company’s common shares. Additionally, Mr. MacGregor controls 3,839 Series A Preferred Shares that have voting rights equivalent to 3,839,000,000 common shares.
Previous wording
We are dependent on the continued services of our Chairman and CEO, and our President, and if we fail to keep them or fail to attract and retain qualified senior executives and key technical personnel, our business may not be able to expand.
Current wording
We are dependent on the continued services of our Chairperson and CEO, and if we fail to keep them or fail to attract and retain qualified senior executives and key technical personnel, our business may not be able to expand.
Previous wording
We are dependent on the continued services of Chairman/CEO, Bannor Michael MacGregor and President, Jonathan Sanger, and the availability of new executives to implement our business plans. The market for skilled employees is highly competitive, especially for employees in our industry. Although we expect that our planned compensation programs will be intended to attract and retain the employees required for us to be successful, there can be no assurance that we will be able to retain all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required.
Current wording
We are dependent on the continued services of Chairperson/CEO, Bannor Michael MacGregor and the availability of new executives to implement our business plans. The market for skilled employees is highly competitive, especially for employees in our industry. Although we expect that our planned compensation programs will be intended to attract and retain the employees required for us to be successful, there can be no assurance that we will be able to retain all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
We face substantial capital requirements and financial risks.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Our Chief Executive Officer and Chairman of the board of Directors, Bannor Michael MacGregor, is the beneficial owner of 23,654,603 shares of common stock, which controls 21.05% of the outstanding common voting shares. Mr. MacGregor is the owner of 100% of the Company’s 3,829 shares of issued and outstanding Series A preferred stock. The Company’s Series A preferred shares have voting rights equal to 1,000,000 votes per each one share. As such, Mr. MacGregor has voting rights equal to 3,852,654,603 shares of common stock, representing 97.75% of voting rights, and thus control of any item brought before shareholders requiring a vote. As a result of this ownership, Mr. MacGregor possesses and can continue to possess significant influence and can elect and can continue to elect a majority of our Board of Directors and authorize or prevent proposed significant corporate transactions. Mr. MacGregor’s ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.
Previous report — wording carried elsewhere
Our Chief Executive Officer and Chairman of the Board of Directors holds a significant percentage of our outstanding voting securities, which could reduce the ability of minority shareholders to effect certain corporate actions.
Previous report — wording carried elsewhere
There exists the potential risk and conflict of interest presented by the ability of Mr. MacGregor to retain majority control of the Company’s voting power while reducing, potentially significantly, his economic interest in the Company’s shares. Although Mr. MacGregor may be able to sell his entire economic interest in the Company’s common stock, Mr. MacGregor would retain control over the company by maintaining his Series A preferred shares.