Information Statement - All Other (definitive) (def 14c)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14C INFORMATION


Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:
o	Preliminary Proxy Statement
x	Definitive Proxy Statement
o	Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

SWORDFISH FINANCIAL, INC.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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INFORMATION STATEMENT

Relating to the Amendment of our Articles of Incorporation

Swordfish Financial, Inc.

590 Madison Avenue II

Suite 1800

New York, New York 10022

Dear Swordfish Financial, Inc. Shareholders:

NOTICE IS HEREBY GIVEN that we have received written consents in lieu of a meeting from stockholders representing a majority of our outstanding shares of voting stock approving the following actions:

Approval of an amendment to our Articles of Incorporation to change our name to SoOum, Corp.

Approval of an amendment of our Articles of Incorporation to increase the number of our authorized preferred shares.

Approval of a Plan of Recapitalization to amend our Articles of Incorporation to effect a reverse stock split pursuant to which one thousand (1,000) shares of the Company’s stock will be exchanged for one (1) new share of common stock.

Approval of an amendment to our Articles of Incorporation to indemnify our officers anddirectors who are acting on behalf of the Corporation.

As of the close of business on June 15, 2015, the record date for shares entitled to notice of and to sign written consents in connection with the actions described above, the following voting shares were outstanding: 5,000,000,000 shares of common stock, 25,000,000 shares of Series A Preferred Stock, 9,100,000 shares of Series B Preferred Stock, and 1,674,340 shares of Series C Preferred Stock. Prior to the mailing of this Information Statement, certain shareholders who represent a majority of our outstanding voting shares, signed written consents approving each of the actions listed above on the terms described herein (the “Actions”). As a result, the Actions have been approved and neither a meeting of our stockholders nor additional written consents are necessary. We are not asking you for a Proxy and you are requested not to send us a Proxy. The Actions will be effective twenty (20) days from the mailing of the Information Statement, which is expected to take place on August 3, 2015, and such Actions will result in the following:

The Articles of Incorporation will be amended to change the name of the Company to SoOum, Corp.

The Articles of Incorporation will be amended to increase the Company’s authorized shares of preferred stock from 50,000,000 shares to 200,000,000 shares with a par value of $.0001. The preferred shares are blank check preferred and they may be issued with the preferences determined by the Board of Directors.

The Articles of Incorporation will be amended to effect a reverse stock split pursuant to which 1,000 shares of the Company’s common stock will be converted into one (1) share of common stock, and any fractional shares will be rounded up to one (1) whole share.

The Articles of Incorporation will be amended to add Section XII which will provide for the indemnification of the officers and directors of the Company when they are acting on behalf of the Company.

The Company will pay all costs associated with the distribution of the Information Statement, including the cost of printing and mailing. The Company will reimburse brokerage and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending out the Information Statement to the beneficial owners of the Company’s common stock.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS: NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN, AND NO PROXY OR VOTE IS SOLICITED BY THIS NOTICE. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ACTIONS, DESCRIBED MORE SPECIFICALLY BELOW, HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT OF HOLDERS OF A MAJORITY OF THE OUTSTANDING VOTING SHARES OF THE COMPANY. A VOTE OF THE REMAINING SHAREHOLDERS IS NOT NECESSARY.

By Order of the Board of Directors,

/s/ William Westbrook

William Westbrook, C.E.O.

PROPOSAL TO AMEND THE COMPANY’S ARTICLES OF

INCORPORATION TO CHANGE ITS NAME TO

SoOUM, CORP.

INTRODUCTION

The Board of Directors of the Company has unanimously approved and a majority of the shareholders have voted for a proposal to amend the Company’s Articles of Incorporation to change the Company’s name to SoOum Corp. We are now notifying you and the other shareholders that did not participate in the meeting of the actions of the shareholders who hold a majority of the voting shares. The name change will take effect after we file a Certificate of Amendment and Restatement to the Articles of Incorporation with the Secretary of State of the State of Minnesota.

We expect that the Amended and Restated Articles will be filed 20 days after your receipt of this Information Statement. However, our board of directors may elect not to file, or to delay the filing of, the Amended and Restated Articles if they determine that filing the Amended and Restated Articles would not be in the best interest of our shareholders.

REASONS FOR THE NAME CHANGE

The Company has recently acquired SoOum, Corp. (“SoOum”). As a result of this acquisition, the Company’s primary focus will be on buying and selling commodities. The Board of Directors believe that the name of the Company should be changed in order to reflect the nature of the Company’s new business model and they believe that SoOum, Corp. is an appropriate name to accomplish this goal.

EXCHANGE OF STOCK CERTIFICATES

Following the delivery of this Information Statement we will instruct our corporate secretary and transfer agent to begin implementing the exchange of certificates representing outstanding common stock. As soon as practicable after the effectiveness of the proposed amendments, holders of our common stock will be notified and requested to surrender their certificates representing shares of common stock to our corporate secretary and transfer agent in exchange for certificates representing common stock with the new name “New Common Stock”. Beginning on the date the proposed amendment becomes effective, each certificate representing shares of our Old Common Stock will be deemed for all corporate purposes to evidence ownership of the same number of shares of our New Common Stock subject to the terms of the reverse split as described below. Until surrendered to the Transfer Agent, certificates of Old Common Stock retained by shareholders will be deemed for all purposes, including, voting and payment of dividends, if any, to represent the number of whole shares of New Common Stock owned by the shareholders before the name change.

Shareholders should not send their old certificates to the transfer agent until they have been notified by the transfer agent as discussed above. Shares of Old Common Stock surrendered after the effective date will be replaced by certificates representing shares of New Common Stock as soon as practicable after the surrender. No service charge will be paid by existing shareholders for the exchange of the shares and the Company will pay all expenses of the exchange and issuance of new certificates.

NO DISSENTER'S RIGHTS

Under Minnesota law, you are not entitled to dissenter’s rights with respect to the amendment of the articles of incorporation or the name change.

AMENDMENT TO THE ARTICLES OF INCORPORATION

The name change will amend Article I of the Company’s Articles of Incorporation to replace the current paragraph with a paragraph which states that the name of the Company is SoOum Corp. The Amendment will be filed with the Secretary of State of Minnesota and will become effective on the date of the filing.

RECOMMENDATION OF THE BOARD OF DIRECTORS

For the above reasons, we believe that the change of name is in the Company’s best interest and in the best interest of our shareholders and therefore the Board recommended that the shareholders vote for this proposal.

PROPOSAL TO AMEND THE COMPANY’S ARTICLES OF INCORPORATION

TO INCREASE ITS AUTHORIZED SHARES

General

Our Board of Directors has voted for and a majority of our shareholders have voted for an amendment to the Company’s Articles of Incorporation which increases our total number of authorized shares from 5,000,000,000 common shares, with a par value of $.0001 per share, and 50,000,000 shares of preferred stock with a par value of $.0001 per share, to 5,000,000,000 shares of common stock and 200,000,000 preferred shares, each with a par value of $.0001 (the “Amendment”). As of June 15, 2015, there were 5,000,000,000 common shares outstanding and 35,774,340 shares of preferred stock outstanding.

Reason for the Amendment

The Board of Directors and the shareholders, deem it advisable to increase the number of our authorized shares in order to provide us with increased flexibility in structuring possible future financings and acquisitions, to provide securities convertible into common stock, and to meet other corporate needs which might arise. Neither the Board of Directors nor our management is aware of any specific effort to accumulate our securities or to obtain control over us by means of a merger or tender offer.

The Company’s existing Articles of Incorporation authorize 5,000,000,000 common shares, with a par value of $.0001, and 50,000,000 shares of preferred stock with a par value of $.0001. The proposed Amendment increases the number of preferred shares the Company is authorized to issue to 200,000,000, and the authorized number of common stock will remain the same. The Board may, by resolution adopted and filed with the Minnesota Secretary of State in the manner provided by law, authorize one or more classes or series of preferred stock and fix the relative rights and preferences of each such class or series. These shares will be available for issuance by the Board at such time and for such purposes as the Board may deem advisable without further action by the shareholders, except as may be required by law or regulatory authorities.

Approval of an increase in the authorized number of preferred shares generally empowers the directors of the Company to issue additional preferred shares without giving notice to the shareholders or obtaining their approval, except in certain circumstances, such as in connection with the adoption of certain employee benefit plans.

Existing Anti-Takeover Provisions

The proposal to increase the authorized number of preferred shares is not submitted in response to any attempt to accumulate stock or threatened takeover. However, the increase in the number of authorized shares of preferred stock could, under certain circumstances, be construed as having an anti-takeover effect by, for example, diluting the stock ownership of shareholders and possibly making it more difficult to effect a change in the composition of the Board of Directors through the removal or addition of directors, or to accomplish a given transaction that may be in the shareholders’ interests. Further, the dilutive effect may limit the participation of shareholders in a merger or similar business combination, whether or not such transaction is favored by our management.

Preferred Shares

The proposed amendment would authorize the Board of Directors, without any further stockholder action (unless such action is required in a specific case by applicable laws or regulations or by applicable rules of a trading market or stock exchange), to issue from time to time shares of Preferred stock in one or more series, to determine the number of shares to be included in any series and to fix the designation, voting power, other powers, preferences and rights of the shares of each series and any qualifications, limitations or restrictions of the series.

Any series of Preferred Stock could, as determined by our Board of Directors at the time of issuance, rank, with respect to dividends, voting rights, redemption and liquidation rights, senior to the company’s common stock.

In the Board of Directors’ opinion, the primary reason for authorizing the Preferred stock is to provide flexibility for the Company’s capital structure. The Board of Directors believes that this flexibility is necessary to enable it to tailor the specific terms of a series of Preferred stock that may be issued to meet market conditions and financing opportunities as they arise, without the expense and delay that would be entailed in calling a stockholders meeting to approve the specific terms of any series of Preferred stock.

The Preferred stock may be used by the Company for any proper corporate purpose. Such purposes might include, without limitation, issuance in public or private sales for cash as a means of obtaining additional capital for use in our business and operations. Other purposes could include issuances in connection with the acquisition of other businesses or properties.

Effects of Authorization of Preferred Shares

It is not possible to state the precise effects of the authorization of the Preferred stock upon the rights of the holders of our common stock until the Board of Directors determines the respective preferences, limitations, and relative rights of the holders of the class as a whole or of any series of the Preferred stock. Such effects might include:

reduction of the amount that otherwise might be available for the payment of dividends on common stock to the extent dividends are payable on any issued Preferred stock;

ii.

restrictions on dividends on the common stock;

iii.

rights of any series or the class of Preferred stock to vote separately, or to vote with the common stock;

iv.

conversion of the Preferred stock into common stock at such prices as the Board of Directors determines, which could include issuance at below the fair market value or original issue price of the common stock, diluting the book value or per share value of the outstanding Common Stock; and

the holders of common stock not being entitled to share in the Company’s assets upon liquidation until satisfaction of any liquidation preference granted to holders of the preferred stock.

NO DISSENTERS RIGHTS

Under Minnesota law you are not entitled to dissenters rights with respect to the amendment of the Articles of Incorporation to increase the number of shares of authorized preferred stock.

AMENDMENT TO THE ARTICLES OF INCORPORATION

Article III of the Articles of Incorporation will be amended to increase the number of authorized preferred shares. The Amended and Restated Articles of Incorporation will be filed with the Secretary of State of Minnesota. After the filing, the Company will have 5,000,000,000 authorized shares of common stock and 200,000,000 authorized shares of Preferred Stock, with 25,000,000 shares designated as Series A Preferred Stock, 10,000,000 shares designated as Series B Preferred Stock, and 10,000,000 shares designated as Series C Preferred Stock.

RECOMMENDATION OF THE BOARD OF DIRECTORS

For the reasons set forth above, we believe that the increase in the authorized shares of preferred stock is in the best interest of the Company and its shareholders and, therefore the Board recommended and the shareholders vote for this proposal.

PROPOSAL TO APPROVE A PLAN OF RECAPITALIZATION AND TO AMEND THE COMPANY’S ARTICLES OF INCORPORATION TO PROVIDE FOR A REVERSE STOCK SPLIT

INTRODUCTION

The Board of Directors of the Company has unanimously approved and a majority of the shareholders have voted for a proposal to amend the Company’s Amended and Restated Articles of Incorporation to effect a plan of recapitalization that would provide for a one-for-one thousand (1-for-1,000) reverse stock split of our common stock. The proposed reverse stock split will take effect, if at all, after we file an Amended and Restated Articles of Incorporation with the Secretary of State of the State of Minnesota.

We expect that, the Articles of Amendment will be filed 20 days after this Information Statement is mailed to the shareholders. However, our Board of Directors may elect not to file, or to delay the filing of, the Article of Amendment if they determine that filing the Articles of Amendment would not be in the best interest of our stockholders.

If the plan of recapitalization and reverse stock split is implemented by the Board of Directors, each one-thousand shares of the Company’s outstanding common stock on the effective date (the “Old Common Stock”) of the reverse stock split (the “Effective Date”) will be automatically changed into and will become one share of the Company’s New Common Stock (the “New Common Stock”). Any resulting fractional shares will not be issued. Instead, shareholders entitled to receive a fractional share as a result of the reverse split will instead receive from the Company a whole share of common stock. The reverse stock split will not change the current per share par value of the Company’s common or preferred stock or change the current number of authorized shares of common stock. The effective date of the reverse stock split will be the date the articles of amendment are accept for filing by the Minnesota Secretary of State.

The Board of Directors believes that, if the reverse stock split is approved, there is a greater likelihood that the minimum bid price of the common stock will be improved. In addition, we believe that the reverse split is likely to positively affect the trading of the shares of Company. But no assurance can be given that the price of the Company’s common stock will increase as a result of the reverse split. Specifically, there cannot be any assurance that the market price of the New Common Stock will rise in proportion to the reduction in the number of outstanding shares resulting from the reverse split.

Even though a reverse stock split, by itself, does not impact a company’s assets or prospects we cannot predict the market’s reaction. A reverse stock split could result in a decrease in our aggregate market capitalization. Our Board of Directors, however, believe that this risk is offset by the prospect that the reverse stock split will improve the likelihood that by increasing the per share bid price, certain investors will be more likely to make an investment in our common stock. There can be no assurance, however, that approval of the reverse stock split will succeed in raising the bid price of our common stock or that a bid price, if achieved, would be maintained.

Our common stock is currently registered under Section 12 of the Exchange Act, and as a result, we are subject to the periodic reporting and other requirements of the Exchange Act. The reverse stock split will not affect the registration of our common stock under the Exchange Act and we have no present intention of terminating its registration under the Exchange Act in order to become a private company.

The reverse split will not materially affect the proportionate equity interest in the Company of any current shareholder or the relative rights, preferences, privileges or priorities of any such shareholder. The Company’s business management (including all directors and officers), the location of its offices, assets, liabilities and net worth (other than the cost of the reverse split, which are immaterial) will remain the same after the reverse split. The reverse stock split will not affect the number of authorized shares of common stock. The reverse stock split will have the effect of creating additional authorized and unissued shares of our common stock.

As of June 15, 2015 there were approximately 391 holders of record of the Company’s issued and outstanding common stock. The Company does not anticipate that the reverse split will cause the number of holders of record or the beneficial owners to change significantly. The reverse stock split may result in some stockholders owning odd lots of less than 100 shares of common stock. Brokerage commissions and other transaction costs in odd lots are generally somewhat higher than the costs of transactions in round-lots of even multiples of 100 shares.

The direct result of the reverse stock split will be that the approximately 5,000,000,000 shares of common stock outstanding on May 1, 2015 will become approximately 5,000,000 shares of common stock outstanding after the filing of the Amendment. The common stock issued pursuant to the reverse split will be fully paid and non-assessable. All shares of the common stock issued will have the same par value, voting rights and other rights as shares of the existing common stock. If the proposed amendment becomes effective, each option to purchase common stock and each convertible security, or convertible debt outstanding on the effective date, will be automatically adjusted so that the number of shares of common stock issuable upon their exercise or conversion shall be divided by one-thousand (1,000) and corresponding adjustments will be made to the number of shares vested under each outstanding option and the exercise price or conversion shall be multiplied by one-thousand (1,000), subject to rounding. The result of this adjustment will be that the aggregate exercise or conversion price of such options or convertible securities required to be paid after the reverse split will be the same as that required prior to the reverse split and the proportionate ownership interest on exercise of such options or conversion of such securities will also remain the same.

REASONS FOR THE REVERSE STOCK SPLIT

The Board and the shareholders considered the Company’s current capital structure, reviewed the Company’s current business and financial performance and the recent trading range of the Company’s common stock. Based on that review, the Board and the shareholders then determined that a reverse stock split was desirable in order to achieve the following benefits, each of which is described below in more detail:

to free up additional shares of common stock for issuance to new shareholders and to satisfy certain Company obligations.

encourage greater investor interest in the Company’s common stock by making the stock price more attractive to many investors who refrain from investing in lower-priced stocks; and

reduce trading fees and commissions incurred by stockholders, since these costs are based to some extent on the number of shares traded.

FREE UP ADDITIONAL SHARES FOR CORPORATE PURPOSES

The Company has 5,000,000,000 authorized shares of common stock and virtually all of those shares have been issued. The Company needs the availability of authorized but unissued common shares for several reasons. First, it needs such shares to satisfy convertible notes and convertible securities that are currently outstanding. Second, the Company has agreed to issue shares to certain individuals in return for their services, but it has been unable to do so, because there is no available shares to issue. Third, the Company would like to have common shares available to raise working capital.

The Board considered various ways to solve the problems described above. One approach was to simply authorize additional shares. However, the Board felt that this approach was untenable due to the fact that it had already authorized 5,000,000,000 shares, and for a Company of its size it was felt that more shares would give it an unwieldy capital structure that would be hard to manage and would be unattractive to investors.

The other option was the reverse split. Upon implementing the reverse split the Company will go from 5,000,000,000 shares of common stock outstanding to 5,000,000 shares of common stock outstanding and this would mean the Company would have 495,000,000,000 shares of authorized but unissued common stock. This solves the problem of having free shares to meet commitments and to raise working capital, while at the same time it avoids an unruly capital structure. The Board felt this was the best approach to solving the various problems and therefore voted to approve it. Likewise, after consideration shareholders holding a majority of the voting shares also voted to approve the proposal.

ENCOURAGE GREATER INVESTOR INTEREST IN THE COMPANY’S COMMON STOCK

The Board of Directors believes that the reverse stock split will encourage greater interest in the Company’s common stock by the investment community. The Board of Directors believes that the current market price of the Company’s common stock may impair its acceptability to professional investors and other members of the investing public. Many professional investors look upon stock trading at low prices as unduly speculative in nature and, as a matter of policy, avoid investing in such stocks. Further, various brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. If effected, the reverse stock split would reduce the number of outstanding shares of the Company’s common stock, and the Board of Directors anticipates that the trading price of the common stock would increase. The Board of Directors believes that raising the trading price of the Company’s common stock will increase the attractiveness of the common stock to the investment community and possibly promote greater liquidity for the Company’s existing stockholders.

REDUCE TRADING FEES AND COMMISSIONS INCURRED BY STOCKHOLDERS

Because broker commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current share price of the Company’s common stock, in the absence of the reverse stock split, may continue to result in individual stockholders paying transaction costs (commissions, markups or markdowns) which are a higher percentage of their total share value than would be the case if the stock price was substantially higher. This factor may further limit the willingness of professional investors to purchase the Company’s common stock at its current market price.

The Company’s Board of Directors also took into consideration a number of negative factors associated with reverse stock splits, including: the negative perception of reverse stock splits held by many investors, analysts and other stock market participants; the fact that the stock price of some companies that have recently effected reverse stock splits has subsequently declined back to pre-reverse stock split levels; and the costs associated with implementing the reverse stock split. The Board, however, determined that these negative factors were outweighed by the intended benefits described above.

There can be no assurance that the reverse stock split will result in the benefits described above. Specifically, there can be no assurance that the market price of the Company’s common stock immediately after the effective date of the proposed reverse stock split would be maintained for any period of time or that such market price would approximate one thousand times the market price of the Company’s common stock before the reverse stock split. There can also be no assurance that the reverse stock split will not further adversely impact the market price of the Company’s common stock. In addition, it is possible that the liquidity of the Company’s common stock will be adversely affected by the reduced number of shares outstanding after the reverse stock split.

SHARE CERTIFICATES AND FRACTIONAL SHARES

The reverse split will occur on the filing of the Articles of Amendment with the Minnesota Secretary of State without any further action on the part of shareholders of the Company and without regard to the date or dates on which certificates representing shares of existing common stock are actually surrendered by each holder thereof for certificates representing the number of shares of the New Common Stock that the shareholder is entitled to receive as a consequence of the reverse split. After the effective date of the amendment, the certificates representing shares of existing common stock will be deemed to represent one thousandth of the number of shares of New Common Stock. As described more fully in the paragraph below under the heading Exchange of Stock Certificates, certificates representing shares of New Common Stock will be issued in due course as old certificates are tendered for exchange or transferred to the transfer agent.

EXCHANGE OF STOCK CERTIFICATES

On the filing of the amendment, we will instruct our corporate secretary and transfer agent to begin implementing the exchange of certificates representing outstanding common stock. As soon as practicable after the effectiveness of the proposed amendment, holders of our common stock will be notified and requested to surrender their certificates representing shares of common stock to our corporate secretary and transfer agent in exchange for certificates representing New Common Stock. Beginning on the date the proposed amendment becomes effective, each certificate representing shares of our New Common Stock will be deemed for all corporate purposes to evidence ownership of as many shares of Old Common Stock after applying the split and otherwise making adjustments for fractional shares described below. Until surrendered to the Transfer Agent, old certificates retained by shareholders will be deemed for all purposes including voting and payment of dividends, if any, to represent this number of whole shares of New Common Stock to which its shareholders are entitled as a result of the reverse split.

Shareholders should not send their old certificates to the transfer agent until after the transfer date. Shares of Old Common Stock surrendered after the effective date will be replaced by certificates representing shares of New Common Stock as soon as practicable after the surrender. No service charge will be paid by existing shareholders for the exchange of the shares and the Company will pay all expenses of the exchange and issuance of new certificates.

FRACTIONAL SHARES

No fractional shares of common stock will be issued as a result of the reverse stock split. In lieu of receiving fractional shares, all such fractions shall be rounded up so that you will receive one whole share for each fractional share to which you would otherwise be entitled.

FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT

The following description of the material federal income tax consequences of the reverse stock split is based upon the Internal Revenue Code, the applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practices all as in effect on the date of this information statement. Changes to these laws could alter the tax consequences described below, possibly with retroactive effect. The Company has not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the federal income tax consequences of the reverse stock split. This discussion is for general information only and does not discuss consequences which may apply to special classes of taxpayers (for example, foreign persons, dealers in securities, tax-exempt organizations, broker-dealers or insurance companies) and does not discuss the tax consequences under the laws of any foreign, state or local jurisdictions. Stockholders are urged to consult their own tax advisors to determine the particular consequences to them.

The Company believes that because the reverse stock split is not part of a plan to increase any stockholder’s proportionate interest in the Company’s assets or earnings and profits, the reverse stock split will likely have the following federal income tax effects: Shareholders who receive New Common Stock solely in exchange for their Old Common Stock will not recognize gain or loss on the exchange. Consequently, the holding period of shares of New Common Stock will include your holding period for the shares of Old Common Stock, provided that the shares of common stock are held by you as a capital asset at the time of the exchange. In addition, your aggregate basis of the New Common Stock will be the same as your aggregate basis of the shares of Old Common Stock exchanged.

YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES OF THE REVERSE SPLIT IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION OF ANY STATE, LOCAL OR FOREIGN TAX LAW.

NO DISSENTER’S RIGHTS

Under Minnesota law, you are not entitled to dissenter’s rights of appraisal with respect to the Amendment of the Articles of Incorporation and the reverse stock split.

AMENDMENT TO THE ARTICLES OF INCORPORATION

The Reverse Stock Split Amendment will amend Article III of the Restated Articles of Incorporation by adding a new paragraph. At the effective date, without further action on the part of the Company or the holders, each thousand shares of common stock will be converted into one share of common stock. The Reverse Split Amendment will be filed with the Secretary of State of Minnesota and will become effective on the date of the filing. The Reverse Stock Split Amendment will not affect the number of authorized shares of the Company’s common stock.

PROPOSAL TO AMEND THE COMPANY’S ARTICLES OF INCORPORATION TO INDEMNIFY ITS OFFICERS AND DIRECTORS

The Board of Directors of the Company has unanimously approved and a majority of the shareholders have voted for a proposal to amend the Company’s Articles of Incorporation to indemnify the officers and directors for actions they may take on behalf of the Company.

REASONS FOR THE AMENDMENT

In order to attract qualified officers and directors, the Company’s management believes it is important to provide protection from liability to the officers and directors of the Company, and to provide a mechanism to reimburse them for defending themselves in connection with the work they do for the Company. These types of provisions are common for public companies, and management believes it would be at a disadvantage to attract talented individuals into positions as officers and directors without having the type of protection a provision of this nature provides.

NO DISSENTER’S RIGHTS

Under Minnesota law, you are not entitled to dissenter’s rights with respect to the amendment of the articles of incorporation to add the indemnification provision.

AMENDMENT TO THE ARTICLES OF INCORPORATOIN

This amendment will add a new Article XII to the Articles of Incorporation of the Company. This amendment will provide that each person who is an officer or director of the Company shall be indemnified to the full extent permitted under the laws of Minnesota. If a request for indemnification is made the Board of Directors will be required to determine whether the indemnification was proper in the circumstances, because the person requesting the indemnification has met applicable standards of conduct as set forth in Minnesota law. If the indemnification is proper then the Company will be required to make indemnification payments for costs and expense to the maximum extent permitted by Minnesota law. In addition, the Company may, in advance of the final disposition of an action or lawsuit, pay expenses incurred in defense of such lawsuit to the full extent allowed by Minnesota law.

RECOMMENDATION OF THE BOARD OF DIRECTORS

For the reasons discussed above, the Board of Directors believes that the indemnification of our officers and directors is in the best interests of our Company and our stockholders and therefore, the Board recommended a vote for the indemnification provision and the shareholders have voted in favor of this proposal.

Documents Incorporated by Reference

Our Annual Report on Form 10-K for the year ended December 31, 2014 and our Quarterly Report on Form 10-Q for the period ended March 31, 2015 is incorporated by reference herein.

Copies of Annual and Quarterly Reports

We will furnish a copy of our Annual Report on Form 10-K for the year ended December 31, 2014, and our Quarterly Report on Form 10-Q for the period ending March 31, 2015; and any exhibit referred to therein without charge to each person to whom this Information Statement is delivered upon written or oral request by first class mail or other equally prompt means within one business day of receipt of such request. Any request should be directed to our corporate secretary at the above address.

Exhibits Index

Exhibit 3(i)

Articles of Amendment to the Articles of Incorporation

End of Filing

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

SWORDFISH FINANCIAL, INC.

The following Amended and Restated Articles of Incorporation supersede the previous Articles of Incorporation as amended of Swordfish Financial, Inc. and they shall be the current Articles of Incorporation of the Corporation:

ARTICLE I

Name

The name of this Corporation shall be SoOum, Corp.

ARTICLE II

Registered Office

The location and address of this Corporation’s registered office in this state shall be 4800 Quebec Avenue North, Minneapolis, Minnesota 55428.

ARTICLE III

A. Authorized Capital

The total authorized number of shares of this corporation is Five Billion (5,000,000,000) shares of common stock with a par value of $.0001 per share and Two Hundred Million (200,000,000) shares of preferred stock with a par value of $.0001 per share. The Board of Directors has the authority to establish more than one class or series of shares and to set the relative rights and preferences of any such different class or series.

B. Common Shares

Section 1.

General.

The voting, dividend and liquidation rights of the holders of the Common Shares are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Shares set forth herein.

Section 2.

Voting.

The holders of the Common Shares are entitled to one vote for each Common Share held at all meetings of shareholders (and written consents in lieu of meetings); provided, however, that, except as otherwise required by law, holders of Common Shares, as such, shall not be entitled to vote on any amendment to these Articles of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Shares if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to these Articles of Incorporation or pursuant to the Minnesota Business Corporation Act. There shall be no cumulative voting.

B. Series A Preferred Shares

The Series A Preferred Shares shall have the following rights, preferences, powers, privileges, restrictions, qualifications and limitations:

Section 1.

Designation, Amount and Par Value.

This series of preferred stock shall be designated as this Corporation’s Series A Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be up to 25,000,000 Each share of Series A Preferred Stock shall have a par value of $.0001 per share and a stated value equal to $.0001.

Section 2.

Dividends.

The Holders of outstanding Series A Preferred Stock shall not be entitled to participate in any dividends declared on the Corporation’s common stock.

Section 3.

Voting Rights.

In addition to voting as a class as to all matters that require class voting under the Minnesota Business Corporation Act, the holders of the Series A Preferred Stock shall vote on all matters with the holders of the Common Stock (and not as a separate class) on one hundred votes per share (100:1) basis. The holders of the Preferred Stock shall be entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock.

Section 4.

Rank.

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The Series A Preferred Stock shall, with respect to the rights on liquidation, rank equivalent to all classes of the common stock, $.0001 par value per share.

Section 5.

Redemption.

Shares of Series A Preferred Stock may not be redeemed by the Corporation absent the unanimous consent of the holders thereof.

Section 6.

Conversion.

(a)

Each share of Series A Preferred Stock shall be convertible, without any payment of additional consideration by the holder thereof and at the option of the holder thereof, at any time after the Series A Issue Date at the conversion ratio of one (1) share of Series A Preferred Stock for ten (10) share of Common Stock.

(b)

The Conversion Ratio shall be subject to adjustment in accordance with the following:

In case the Corporation shall have at any time or from time to time after the Series A Issue Date, paid a dividend, or made a distribution, on the outstanding shares of Common Stock in shares of Common Stock, subdivided the outstanding shares of Common Stock, combined the outstanding shares of Common Stock into a smaller number of shares of issued by reclassification of the shares of Common Stock any shares of capital stock of the Corporation, then, and with respect to each such case, the Conversion Ratio shall be adjusted so that the holder of any shares of Series A Preferred Stock shall be entitled to receive upon conversion the number of shares of Common Stock or other securities of the Corporation which such holder would have owned or have been entitled to receive immediately prior to such events or the record date therefor, whichever is earlier, assuming the Series A Preferred Stock had been converted into Common Stock, it being the intention of the foregoing, to provide the holders of Series A Preferred Stock with the same benefits and securities as such holders would have received as holders of Common Stock if the Series A Preferred Stock had been converted into Common Stock at the Conversion Ratio on the Series A Issue Date and such holders had continued to hold such Common Stock.

ii.

In case the Corporation shall at any time or from time to time after the Series A Issue Date declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or rights or warrants to subscribe for securities of the Corporation or any of its subsidiaries by way of dividend or spin-off), on its Common Stock, other than dividends or distributions of shares of Common Stock which are referred to in clause (i) of the paragraph, then the holders of the Series A Preferred Stock shall be entitled to receive upon conversion their pro rata share of any such dividend or other distribution on an as converted basis; provided, however, that any plan or declaration of a dividend or distribution shall not have been abandoned or rescinded.

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iii.

If the Corporation shall be a party to any transaction including without limitation, a merger, consolidation, sale of all or substantially all of the Corporation’s assets or a reorganization, reclassification or recapitalization of the capital stock, (such actions being referred to as a “Transaction), in each case, as a result of which shares of Common Stock are converted into the right to receive stock securities or other property (including cash or any combination thereof), each share of Series A Preferred Stock shall thereafter be convertible into the number of shares of stock or securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such Series A Preferred Stock would have been entitled upon such Transaction; and, in any such case, appropriate adjustment (as determined by the Board) shall be made in the application of the provisions set forth in this Subsection, with respect to the rights and interest thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Subsection shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. The Corporation shall not affect any Transaction (other than a consolidation or merger in which the Corporation is the continuing corporation) unless prior to or simultaneously with the consummation thereof the Corporation, or the successor corporation or purchaser, as the case may be, shall provide in its charter document that each share of Series A Preferred Stock shall be converted into such shares of stock, securities or property as, in accordance with the foregoing provisions, each such holder is entitled to receive. The provisions of this paragraph shall similarly apply to successive Transactions.

(c)

The Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section B and in taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series A Preferred Stock against impairment.

(d)

In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Corporation shall mail to each holder of Series A Preferred Stock a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution at least ten (10) day prior to such record date.

(e)

The Corporation shall, at or prior to the time of any conversion, taken any and all action necessary to increase its authorized, but unissued Common Stock and to reserve and keep available out of its authorized, but unissued Common Stock, such number of shares of Common Stock as shall, from time to time, be sufficient to effect conversion of the Series A Preferred Stock.

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Series B Preferred Shares

This "Series B Preferred Shares" shall have the following rights, preferences, powers, privileges and restrictions, qualifications and limitations.

Section 1.

Designation. Amount and Par value.

This series of preferred stock shall be designated as its Series B Preferred Stock and the number of shares so designated shall be up to 10,000,000. Each share of Series B Preferred Stock shall have a par value of $.0001 per share and a stated value equal to $.0001.

Section 2.

Dividends.

The Holders of Series B Preferred Stock shall be entitled to participate in any dividends declared on the Corporation's common stock on the basis that one share of series B Preferred Stock shall receive dividends equivalent to 1,000 shares of common stock.

Section 3.

Voting Rights.

In addition to voting as a class as to all matters that require class voting under the Minnesota Business Corporation Act, the holders of the Series B Preferred Stock shall vote on all matters with the holders of the Common Stock (and not as a separate class) on a one thousand votes per share (1,000: 1) basis. The holders of the Series B Preferred Stock shall be entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock.

Section 4.

Rank.

The Series B Preferred Stock shall, with respect to rights on liquidation, rank equivalent to all classes of the common stock, $.0001 par value per share of the Corporation.

Section 5.

Redemption.

Shares of Series B Preferred Stock may not be redeemed by the Corporation absent the unanimous consent of the holders thereof.

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Section 6.

Conversion.

(a) Each share-of Series B Preferred Stock shall be convertible, without the payment of any additional consideration by the holder thereof and at the option of the holder thereof, at any time after the Series B Preferred Stock Issue Date at the conversion ratio of one (1) share of Series B Preferred Stock for one thousand (1000) shares of Common Stock.

(b) The Conversion Ratio shall be subject to adjustment in accordance with the following:

In case the Corporation shall have at any time or from time to time after the Series B Issue Date, paid a dividend, or made a distribution, on the outstanding shares of Common Stock in shares of Common Stock, subdivided the outstanding shares of Common Stock, combined the outstanding shares of Common Stock into a smaller number of shares of issued by reclassification of the shares of Common Stock any shares of capital stock of the Corporation, then, and with respect to each such case, the Conversion Ratio shall be adjusted so that the holder of any shares of Series B Preferred Stock shall be entitled to receive upon conversion the number of shares of Common Stock or other securities of the Corporation which such holder would have owned or have been entitled to receive immediately prior to such events or the record date therefor, whichever is earlier, assuming the Series B Preferred Stock had been converted into Common Stock, it being the intention of the foregoing, to provide the holders of Series B Preferred Stock with the same benefits and securities as such holders would have received as holders of Common Stock if the Series B Preferred Stock had been converted into Common Stock at the Conversion Ratio on the Series B Issue Date and such holders had continued to hold such Common Stock.

ii.

In case the Corporation shall at any time or from time to time after the Series B Issue Date declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or rights or warrants to subscribe for securities of the Corporation or any of its subsidiaries by way of dividend or spinoff), on its Common Stock, other than dividends or distributions of shares of Common Stock which are referred to in clause (i) of this paragraph, then the holders of the Series B Preferred Stock shall be entitled to receive upon conversion their pro rata share of any such dividend or other distribution on an as converted basis; provided, however, that any plan or declaration of a dividend or distribution shall not have been abandoned or rescinded.

iii.

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recapitalization of the capital stock of (such action being referred to as a "Transaction"), in each case, as a result of which shares of Common Stock are converted into the right to receive stock, securities or other property (including cash or any combination thereof), each share of Series B Preferred Stock shall thereafter be convertible into the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such Series B Preferred Stock would have been entitled upon such Transaction; and, in any such case, appropriate adjustment (as determined by the Board) shall be made in the application of the provisions set forth in this Subsection, with respect to the rights and interest thereafter of the holders of the Series B Preferred Stock, to the end that the provisions set forth in this Subsection shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series B Preferred Stock. The Corporation shall not affect any Transaction (other than a consolidation or merger in which the Corporation is the continuing corporation) unless prior to or simultaneously with the consummation thereof the Corporation, or the successor corporation or purchaser, as the case may be, shall provide in its charter document that each share of Series B Preferred Stock shall be converted into such shares of stock, securities or property as, in accordance with the foregoing provisions, each such holder is entitled to receive. The provisions of this paragraph shall similarly apply to successive Transactions.

(c) The Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section C and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series B Preferred Stock against impairment,

(d) In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Corporation shall mail to each holder of Series B Preferred Stock a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution at least ten (10) days prior to such record date.

(e) The Corporation shall, at or prior to the time of any conversion, take any and all action necessary to increase its authorized, but unissued Common Stock and to reserve and keep available out of its authorized, but unissued Common Stock, such number of shares of Common Stock as shall, from time to time be sufficient to effect conversion of the Series B Preferred Stock.

Series C Preferred Shares

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The “Series C Preferred Shares” shall have all the following rights, preferences, powers, privileges, and restrictions, qualifications and limitations:

Section 1.

Designation. Amount and Par value.

This series of preferred stock shall be designated as the Corporation’s Series C Preferred Stock and the number of shares so designated shall be up to 10,000,000. Each share of Series C Preferred Stock shall have a par value of $.0001 per share and a stated value equal to $.0001.

Section 2.

Dividends.

The Holders of Series C Preferred Stock shall be entitled to participate in any dividends declared on the Corporation's common stock on the basis that one share of Series C Preferred Stock shall receive dividends equivalent to 10,000 shares of common stock.

Section 3.

Voting Rights.

In addition to voting as a class as to all matters that require class voting under the Minnesota Business Corporation Act, the holders of the Series C Preferred Stock shall vote on all matters with the holders of the Common Stock (and not as a separate class) on a ten thousand votes per share (10,000: 1) basis. The holders of the Series C Preferred Stock shall be entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock.

Section 4.

Rank.

The Series C Preferred Stock shall, with respect to rights on liquidation, rank equivalent to all classes of the common stock, $.0001 par value per share (collectively, the "Common Stock" or "Common Shares"), of the Corporation.

Section 5.

Redemption.

Shares of Series C Preferred Stock may not be redeemed by the Corporation absent the unanimous consent of the holders thereof.

Section 6.

Conversion.

(a) Each share-of Series C Preferred Stock shall be convertible, without the payment of any additional consideration by the holder thereof and at the option of the holder thereof, at any time after the Series C Issue Date at the conversion ratio of one (1) share of Series C Preferred Stock for ten thousand (10,000) shares of Common Stock.

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(b) The Conversion Ratio shall be subject to adjustment in accordance with the following:

In case the Corporation shall have at any time or from time to time after the Series C Issue Date, paid a dividend, or make a distribution, on the outstanding shares of Common Stock in shares of Common Stock, subdivided the outstanding shares of Common Stock, combined the outstanding shares of Common Stock into a smaller number of shares of issued by reclassification of the shares of Common Stock any shares of capital stock of the Corporation, then, and with respect to each such case, the Conversion Ratio shall be adjusted so that the holder of any shares of Series C Preferred Stock shall be entitled to receive upon conversion the number of shares of Common Stock or other securities of the Corporation which such holder would have owned or have been entitled to receive immediately prior to such events or the record date therefor, whichever is earlier, assuming the Series C Preferred Stock had been converted into Common Stock, it being the intention of the foregoing, to provide the holders of Series C Preferred Stock the same benefits and securities as such holders would have received as holders of Common Stock if the Series C Preferred Stock had been converted into Common Stock at the Conversion Ratio on the Series C Issue Date and such holders had continued to hold such Common Stock.

ii.

In case the Corporation shall at any time or from time to time after the Series C Issue Date declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or rights or warrants to subscribe for securities of the Corporation or any of its subsidiaries by way of dividend or spinoff), on its Common Stock, other than dividends or distributions of shares of Common Stock which are referred to in clause (i) of this paragraph, then the holders of the Series C Preferred Stock shall be entitled to receive upon conversion their pro rata share of any such dividend or other distribution on an as converted basis; provided, however, that any plan or declaration of a dividend or distribution shall not have been abandoned or rescinded.

iii.

If the Corporation shall be a party to any transaction including without limitation, a merger, consolidation, sale of all or substantially all of the Corporation's assets or a reorganization, reclassification or recapitalization of the capital stock, (such actions being referred to as a "Transaction"), in each case, as a result of which shares of Common Stock are converted into the right to receive stock, securities or other property (including cash or any combination thereof), each share of Series C Preferred Stock shall thereafter be convertible into the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock

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of the Corporation deliverable upon conversion of such Series C Preferred Stock would have been entitled upon such Transaction; and, in any such case, appropriate adjustment (as determined by the Board) shall be made in the application of the provisions set forth in this Subsection, with respect to the rights and interest thereafter of the holders of the Series C Preferred Stock, to the end that the provisions set forth in this Subsection shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series C Preferred Stock. The Corporation shall not affect any Transaction (other than a consolidation or merger in which the Corporation is the continuing corporation) unless prior to or simultaneously with the consummation thereof the Corporation, or the successor corporation or purchaser, as the case may be, shall provide in its charter document that each share of Series C Preferred Stock shall be converted into such shares of stock, securities or property as, in accordance with the foregoing provisions each such holder is entitled to receive. The provisions of this paragraph shall similarly apply to successive Transactions.

(c) The Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section D and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series C Preferred Stock against impairment.

(d) In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Corporation shall mail to each holder of Series C Preferred Stock a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution at least ten (10) days prior to such record date.

Reverse Split

“Reverse Split. Simultaneously with the effective date of this Amendment (the “Effective Time”) each of one thousand (1,000) shares of the Company’s Common Stock, par value $.0001 per share, issued

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and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically and without any action on the part of the holder thereof, be reclassified as and changed, pursuant to a reverse stock split (the “Reverse Split”), into one (1) share of the Company’s outstanding Common Stock (the “New Common Stock”), subject to the treatment of fractional share interests as described below. Each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Old Common Stock (“Old Certificates,” whether one or more) shall be entitled to receive upon surrender of such Old Certificates to the Company’s transfer agent for cancellation, a certificate or certificates (the “New Certificates,” whether one or more) representing the number of whole shares of the New Common Stock into and for which the shares of the Old Common Stock formerly represented by such Old Certificates so surrendered are reclassified under the terms hereof. From and after the Effective Time each outstanding option to purchase common stock and each security or debt instrument convertible into common stock will automatically be adjusted so that the number of shares of common stock issuable upon their exercise or conversion shall be divided by 1,000 and corresponding adjustment will be made to the number of shares vested under each outstanding option and the exercise price or conversion shall be multiplied by 1,000, subject to rounding. From and after the Effective Time, Old Certificates shall thereupon be deemed for all corporate purposes to evidence ownership of New Common Stock in the appropriately reduced whole number of shares. No certificates or script representing fractional share interests in New Common Stock will be issued, and no cash payments will be made therefore. In lieu of any fraction of a share of New Common Stock to which the holder would otherwise be entitled, the holder will receive one (1) whole share of the Company’s New Common Stock. If more than one (1) Old Certificate shall be surrendered at one time for the account of the same Shareholder, the number of full shares of New Common Stock for which New Certificates shall be issued shall be computed on the basis of the aggregate number of shares represented by the Old Certificates so surrendered. In the event that the Company’s transfer agent determines that a holder of Old Certificates has not surrendered all of his certificates for exchange, the transfer agent shall carry forward any fractional share until all certificates of that holder have been presented for exchange such that consideration for fractional shares for any one person shall not exceed the value of one (1) share of New Common Stock. If any New Certificate is to be issued in a name other than in which the Old Certificate was issued, the Old Certificates so surrendered shall be properly endorsed and otherwise in proper form for transfer, and the stock transfer tax stamps to the Old Certificates so surrendered shall be properly endorsed and otherwise in proper form for transfer, and the person or persons requesting such exchange shall affix any requisite stock or transfer tax stamps to the Old Certificates surrendered, or provide funds for their purchase, or establish to the satisfaction of the transfer agent that such taxes are not payable. From and after the Effective Time, the amount of capital shall be represented by the shares of the New Common Stock into which and for which the shares of the Old Common Stock are reclassified, until thereafter reduced or increased in accordance with applicable law. All references elsewhere in the Articles of Incorporation, as amended, to the “Common Stock” shall, after the Effective Time, refer to the “New Common Stock.” The filing of the

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Amendment shall not cause any change in the number of shares of any series of Preferred Stock that are issued and outstanding at the time the Amendment is filed.”

ARTICLE IV

Cumulative Voting Prohibition

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Preemptive Rights Prohibition

Shareholders shall have no rights, preemptive or otherwise, Sections 302A, and 413 of the Minnesota Business Corporation Act (“MBCA”) (or similar provisions of future law) to acquire any part of any unissued shares or other securities of this Corporation or any rights to purchase shares or other securities of this Corporation before the Corporation may offer them to other persons.

ARTICLE VI

Limitation of Director Liability

A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the Corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Section 02A.559 of the MBCA or on the sale of unregistered securities or securities fraud under Section 80A.23 of the MBCA; or (iv) liability for any transaction from which the director derived an improper personal benefit. If MBCA Chapter 302A hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in additional to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by Chapter 302A of the MBCA, as amended. Any repeal or modification of this Article by the shareholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE VII

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Directors’ Action by Written Consent

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors are present.

ARTICLE VIII

Share Acquisition Act

The provisions of MBCA, Section 302A.671 (or similar provisions of future law) shall not apply to this Corporation.

ARTICLE IX

Amendments

The provisions of Article IX and X and the provisions of Section 3.2 and 3.11 of the Corporation’s bylaws may not be repealed or amended in any respect except by the affirmative vote of the holders of not less than two-thirds of the outstanding shares of Voting Stock (unless the proposed repeal or amendment has been expressly approved by a majority of all members of the Board of Directors in which case such a repeal or amendment shall be approved by the holders of a majority of the Voting Stock). The term “Voting Stock” shall mean all outstanding shares of capital stock of the Corporation entitled to vote pursuant to the Minnesota Business Corporation Act.

ARTICLE X

Removal of Directors

Any one or all of the directors of the Corporation may be removed at any time, with or without cause, by the affirmative vote of the holders of not less than two-thirds of the outstanding shares of Voting Stock (as defined in Article IX) (unless the proposed removal has been expressly approved by a majority of all members of the Board of Directors in which case such removal shall be approved by the holders of a majority of the Voting Stock).

ARTICLE XI

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Shareholders Action by Written Consent

Action required or permitted to be taken by the shareholders of the Corporation pursuant to the provisions of the MBCA may be taken without a meeting of the shareholders by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote were present and voted. Any such action shall be evidenced by one or more written consent or by authenticated electronic communication describing the action taken, signed by shareholders entitled to take action, and shall be delivered to the Corporation for inclusion in the minutes or filing with the corporate records. The record date of any action taken by written consent shall be the date on which the first shareholder signs the consent. No such consent shall be valid unless (A) the consenting shareholders have been furnished the same material that would have been required to be sent to shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action, including notice of any applicable dissenters' rights as provided in the MBCA or (B) the written consent contains an express waiver of the right to receive the material otherwise required to be furnished. Any shareholders who do not participate in the taking of any such action by written consent shall be given written notice of the action taken together with any materials required to be delivered pursuant to the MBCA.

ARTICLE XII

INDEMNIFICATION

The Corporation shall indemnify each person who is or was a director, officer, employee or agent of the Corporation (including the heirs, executors, administrators or estate of such person) or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the full extent permitted under the MBCA or any successor law or laws of the State of Minnesota. If any such indemnification is requested the Board of Directors shall cause a determination to be made (unless a court has ordered the indemnification) as to whether indemnification of the party requesting indemnification is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the MBCA. Upon any such determination that such indemnification is proper, the Corporation shall make indemnification payments of liability, cost, payment or expense asserted against, or paid or incurred by such person in their capacity as a director, officer, employee or agent to the maximum extent permitted by said Code or laws. The Corporation may, in advance of final disposition of an action, suit or proceeding, pay expenses incurred in defense thereof, consistent with the provisions of MBCA of said Code or laws. The indemnification obligations of the Corporation set forth herein shall not be deemed exclusive of any other rights, with respect to indemnification or otherwise, to which any party may be entitled under any other provision of these Articles, the Corporation’s Bylaws or any resolution approved by the shareholders pursuant to the MBCA or any successor law or laws.

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Certification

The undersigned Chief Executive Officer of Swordfish Financial, Inc. hereby certifies that the foregoing Amended and Restated Articles of Incorporation have been adopted pursuant to Section 302A of the MBCA.

SWORDFISH FINANCIAL, INC.

By: /s/ William Westbrook

William Westbrook

Chief Executive Officer

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