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Item 1A. Risk Factors

2026-03-30 compared with 2025-04-14 · 257 added, 185 removed, 350 unchanged (56% of the section changed)

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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.

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.

Related to Our Company

face substantial capital requirements and financial risks.

may not be able to continue as a going concern.

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.

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.

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.

have had losses, and we cannot assure future profitability.

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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.

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.

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.

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.

Actual motion picture and limited series 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

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

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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.

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.

addition, if a motion picture production incurs substantial budget overruns, we cannot assure you that we will recoup these costs, which

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on our business, results of operations and financial condition.

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.

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

or equity-linked financings could cause substantial dilution and downward pressure on our stock price.

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.

instruments may also include beneficial ownership limitations, price lookback provisions, and other terms that can affect the timing

and amount of shares issued.

revenues and results of operations may fluctuate significantly.

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industry, our accounting practices (which are standard for the industry) may accentuate fluctuations in our operating results.

loans and receivables may be uncollectable.

Company has provided loans to third party production companies.

These loans come with considerable risk and may never be repaid.

to receive repayment of loans may have a material adverse effect on the Company.

project-level lending, recoupment positions and other financing arrangements may not result in repayment or priority returns.

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.

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.

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.

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.

we were deemed an “investment company” under the Investment Company Act of 1940, we could be subject to significant additional

regulatory requirements.

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.

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.

rely on third parties for the collection, reporting and remittance of project receipts, which may be delayed, disputed or incomplete.

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.

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.

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.

financing and production plans may depend on production incentives and tax credits, which may be unavailable, reduced, delayed, audited

or recaptured.

may evaluate or structure projects based on the availability of production incentives, rebates, grants or tax credits offered by governmental

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.

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.

projects are not completed and delivered on time and in accordance with delivery requirements, revenues and recoupment may be delayed

or not realized.

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.

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.

to manage future growth may adversely affect our business.

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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.

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.

are limited in our ability to exploit a portion of our filmed content library.

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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.

Operating in the motion picture and limited

series industry involves a substantial degree of risk.

motion picture is an individual artistic work, and unpredictable audience reactions primarily determine commercial success.

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on our business, results of operations and financial condition.

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.

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.

distributors’ failure to promote our programs may adversely affect our business.

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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.

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.

face substantial competition in all aspects of our business.

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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

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.

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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

Technological changes and evolving consumer viewing habits may reduce our ability to exploit our motion pictures

and other content.

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.

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.

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.

loss of key personnel could adversely affect our business.

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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

The loss of services of any key employees could have a material adverse effect on our business, results of operations or

financial condition.

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.

face risks from doing business internationally.

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

may become involved in disputes regarding contractual credit rights, which could harm our reputation and business relationships.

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.

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

of motion pictures, including digital and internet piracy, may reduce the gross receipts from the exploitation of our films.

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common shareholders face the risk of substantial potential dilution of their equity and voting rights from holders of our Series A preferred

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

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

of Series A preferred stock is entitled to 1,000,000 votes and is convertible into 100,000 shares of common stock.

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.

trading price of the shares of the Company’s Common Shares could be highly volatile, and purchasers of the Company’s Common

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factors discussed in this “Risk Factors” section and many others, including:

success or failure of the Company’s efforts to acquire, license or develop additional products;

or new products developed by the Company or its competitors;

Announcements

by the Company or its competitors of significant acquisitions, strategic

partnerships,

joint ventures or capital commitments;

Manufacturing,

supply or distribution delays or shortages;

changes to the Company’s relationship with any manufacturers, suppliers, licensors,

collaborators or other strategic partners;

of expected product sales and profitability;

in the Company’s financial results or those of companies that are perceived to be similar to the Company;

volume of the Company’s Common Shares;

inability to obtain additional funding;

of the Company’s shares by insiders and shareholders;

economic, industry and market conditions other events or factors, many of which

beyond the Company’s control;

or departures of key personnel;

property, product liability or other litigation against the Company.

The success or failure

of the Company’s efforts to acquire, license or develop additional products;

Innovations or new products

developed by the Company or its competitors;

Announcements by the Company

or its competitors of significant acquisitions, strategic partnerships, joint ventures or capital, commitments:

Manufacturing, supply or

distribution delays or shortages;

Any changes to the Company’s

relationship with any manufacturers, suppliers, licensors, future collaborators or other strategic partners;

Achievement of expected

product sales and profitability;

Variations in the Company’s

financial results or those of companies that are perceived to be similar to the Company;

Trading volume of the Company’s

Common Shares;

An inability to obtain

additional funding;

Sales of the Company’s

shares by insiders and shareholders;

General economic, industry

and market conditions other events or factors, many of which are beyond the Company’s control;

Additions or departures

of key personnel;

Intellectual property,

product liability or other litigation against the Company.

does not currently intend to pay dividends on its Common Shares, and, consequently, investors’ ability to achieve a return on their

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The Company intends to hire additional personnel to improve internal controls.

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.

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.

MacGregor is the owner of 100% of the

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.

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.

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.

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.

The Company’s Series A preferred shares have voting

rights equal to 1,000,000 votes per each one share.

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.

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.

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.

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.

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.

exists the potential risk and conflict of interest presented by the ability of Mr.

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all corporate matters, which could be deemed by shareholders as not always being in their best interests.

Michael MacGregor, Chairman and CEO, holds substantial control over the Company.

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.

MacGregor controls 21.05% of the Company’s

common shares.

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.

MacGregor controls 18.69% 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

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.

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.

MacGregor controls 3,839 Series A Preferred Shares that have voting rights equivalent

to 3,839,000,000 common shares.

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.

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.

lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.

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could have a material adverse effect on our business, operating and financial results and share price.

Conflicts/Related

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

Relating to Our Company and Industry

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financial condition, and results of operations.

we are unable to successfully manage growth, our operations could be adversely affected.

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.

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.

have no employees and rely on consultants and third parties, which may limit our ability to execute our strategy and maintain effective

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.

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.

may fail to successfully integrate acquisitions or otherwise be unable to benefit from pursuing acquisitions .

27 unchanged sentences

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

Item 1A. Risk Factors