PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

As of the record date, there were shares of common stock issued and outstanding, with a par value of $.001 per share, in the capital of our company. Each share of our company’s common stock is entitled to one vote.

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of June 3, 2014 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors, and (iii)officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

* Less than 1%

AMENDMENT TO OUR COMPANY'S ARTICLES

The Board of Directors of the Company on May 31, 2014, adopted a resolution unanimously approving and recommending to the Company's stockholders for their approval an amendment to the Company's Articles of Incorporation to increase the authorized number of shares of common stock from 10,000,000 shares, par value $.001 per share, to 110,000,000 shares, par value $.001 per share. The Board of Directors recommends the proposed increase in the authorized number of shares of common stock to insure that a sufficient number of authorized and unissued shares is available (i) to raise additional capital for the operations of the Company; and (ii) to make options and shares available to employees, future non-employee directors and consultants of the Company as an incentive for services provided to the Company. Such shares would be available for issuance by the Board of Directors of the Company without further action by the stockholders, unless required by the Company's Certificate of Incorporation or by the laws of the State of Nevada. Neither the presently authorized shares of common stock nor the additional shares of common stock that may be authorized pursuant to the proposed amendment carry preemptive rights. The Company's authority to issue up to 10,000,000 shares of Preferred Stock, par value $.001 per share, would remain unchanged by the proposed amendment.

Reasons We Need to Increase Our Authorized Common Stock

With 9,838,721 shares of common stock issued and outstanding as of June 3, 2014, we have 161,279 authorized but unissued shares available for issuance. We believe that this number of shares is not an adequate number of shares to raise additional capital for the Company to satisfy existing obligations and for working capital, for grant of future options or for other corporate purposes. There are currently no set plans or arrangements relating to the possible issuance of any additional shares of common stock proposed to be authorized, other than the following. We have $400,000 of convertible debt outstanding that is convertible into 8,000,000 shares of common stock.

In addition, we have signed a letter of intent On May 30, 2014, with Red Apple Pharma Corp. (RAPCO), which provides for the acquisition by the Company of RAPCO for 80,000,000 shares of the Company’s common stock, subject to shareholder approval and due diligence. Gordon F. Lee is an officer, director and majority shareholder of RAPCO, and the letter of intent provides that Mr. Lee will be compensated by the Company at the rate of $20,000 per month in the period commencing May 30, 2014.

This transaction is subject to a due diligence investigation of the operations of RAPCO by the Company.

Pursuant to the Letter of Intent, effective May 30, 2014, Liudmilla Voinarovska, our sole director and officer, elected and appointed Gordon F. Lee as Chief Executive Officer of the Company. Ms. Voinarovska retains the offices of President and Secretary.

Gordon F. Lee, age 62, has over 30 years of  operating and directing numerous public entities in both the U.S. and Canada focusing on petroleum production, mineral mining, technology, film production, and financial services The first eight years of his career were spent in the public sector of capital formation for oil and gas companies, focusing on corporate securities matters, including advising small business clients, assisting companies with raising money, going public, closing various opportunities in structuring transactions such as mergers, acquisitions and joint ventures. After several years in the Canadian markets in the capacity of Chief Advisor, Corporate Finance, he became an investment banker and moved to the US. He is currently focused on public venture capital and investing in high growth companies in various industry sectors. He has recently been involved in founding companies providing mobile banking platforms and was one of the founders of Beverly Hills Medical Marijuana Company. Currently, Mr. Lee serves as the Chairman and President of Carbon Energy Holdings, Inc. Mr. Lee served as the Chief Executive Officer, President and Chief Financial Officer at Focus Gold Corporation from August 29, 2012 to October 22, 2013 and its Interim Principal Accounting Officer and Treasurer from September 17, 2012 to October 22, 2013 and its Secretary from May 31, 2013 to October 22, 2013.  Mr. Lee also serves as the Chief Executive Officer and a director of Gold Crest Mines, Inc., as the President, Treasurer and a Director of Focus Gold Corporation and a director of Rock Energy Resources, Inc., companies whose securities are registered under Section 12 of the Securities Exchange Act.

Mr. Lee is currently the CEO of The Red Apple Group in Denver, Colorado, which is focusing on opportunities in the financial sector and banking for marijuana dispensaries and factories, including production cash flow, banking and insurance.

Mr. Lee attended the University of Ontario (Guelph) from 1971-1973, and received a degree in pre-law and securities in 1983 from the University of Toronto.

Stockholder Authorizations for Increasing Our Authorized Common Stock

The additional shares of common stock, if issued, would have a dilutive effect upon the percentage of equity of the Company owned by present stockholders. The issuance of such additional shares of common stock might be disadvantageous to current stockholders in that any additional issuances would potentially reduce per share dividends, if any. Stockholders should consider, however, that the possible impact upon dividends is likely to be minimal in view of the fact that the Company has never paid dividends, has never adopted any policy with respect to the payment of dividends and does not intend to pay any cash dividends in the foreseeable future. In addition, the issuance of such additional shares of common stock, by reducing the percentage of equity of the Company owned by present stockholders, would reduce such present stockholders' ability to influence the election of directors or any other action taken by the holders of common stock.

Our company obtained shareholder approval for the amendment to the Company's Articles of Incorporation to increase the authorized number of shares of common stock from 10,000,000 shares, par value $.001 per share, to 110,000,000 shares, par value $.001 per share, from our shareholders,

Artic Orchards, holding 980,000 shares of our common stock, or 9.96%, Brothers Capital holding 980,000 shares of our common stock, or 9.96%, Platinum Capital Holding, holding 980,000 shares of our common stock, or 9.96%, Reliable Investments, holding 980,000 shares of our common stock , or 9.96%; SSR Investments, holding 980,000 shares of our common stock or 9.96%, and Domino Development holding 689,000 shares of our common stock or 7% of the issued and outstanding shares of our common stock, between them totaling 56%. The amendment authorizing the amendment increasing the Company’s authorized common stock will not become effective until (i) we file the Information Statement with the Securities and Exchange Commission, (ii) at least 20 days after we deliver the Information Statement to our shareholders of record, and (iii) the Certificate of Amendment has been accepted for filing by the Secretary of State of the State of Nevada.

Annexed to this Information Statement and marked Exhibit A is the proposed amendment to the Articles of Incorporation of the Company.

DISSENTERS’ RIGHTS

Pursuant to the Private Corporations Law of the State of Nevada, shareholders of our common stock are not entitled to dissenters’ rights of appraisal with respect to the Amendment to our Articles of Incorporation increasing the number of our authorized shares of common stock.