Management currently owns approximately 40% of all the issued and outstanding common stock of the Company and 100% of the preferred stock issued and outstanding.
These stockholders will thus have substantial influence over our management and affairs and other stockholders of the Company possess no practical ability to remove management or effect the operations of the business of the Company. Accordingly, this concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the common stock.
Our majority stockholder, Mr. Fytton owns approximately 36.807% of our outstanding shares of common stock and will continue to beneficially own approximately 36.807% of our outstanding shares of common stock following the completion of this offering. Additionally, Mr. Fytton beneficially owns all of the outstanding shares of Series A Preferred Stock, which carries super-majority voting rights. Accordingly Mr. Fytton has effective control of the company. The interests of this stockholder may differ from the interests of our other stockholders. This stockholder could exercise significant influence over our operations and business strategy and will have sufficient voting power to influence all matters requiring approval by our stockholders, including the ability to elect or remove directors, to approve or reject mergers or other business combination transactions, the raising of future capital and the amendment of our certificate of incorporation, which govern the rights attached to our shares of common stock. In addition, this concentration of ownership may delay, prevent or deter a change in control, or deprive other stockholders of a possible premium for their shares of common stock as part of a sale of our company.
I used to have an open mind but my brains kept falling out.
