THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS, AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER THE NAME CHANGE OR THE REVERSE SPLIT.  WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.  THE ACCOMPANYING MATERIAL IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY.

No action is required by you.  The accompanying Information Statement is furnished only to inform our stockholders of the Name Change and the Reverse Split before they occur, in accordance with the requirements of United States Federal Securities Laws.  This Information Statement is being mailed on or about January 6, 2017 to all of the Company’s stockholders of record as of the close of business on November 1, 2016.

By Order of the Board of Directors.

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INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE

SECURITIES EXCHANGE ACT OF 1934 AND REGULATION 14C PURSUANT THERETO

January 4, 2017

JayHawk Energy, Inc.

10119 W. Lariat Lane

Peoria, AZ 85383

Telephone: 425-442-0931

This Information Statement is distributed to inform our stockholders of action taken without a meeting by the written consent of the holders of a majority of the outstanding voting power of the Company.

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

This Information Statement has been filed with the Securities and Exchange Commission (the “ Commission ”) and is being furnished by the Board of Directors of JayHawk Energy, Inc., a Nevada corporation (the “ Company ”) (the “ Board ”), to the holders of record at the close of business on November 1, 2016 of the Company’s outstanding capital shares, par value $0.001, pursuant to Rule 14c-2 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the Nevada Revised Statutes.

The cost of preparing and furnishing this Information Statement will be paid by the Company.  We will mail this Information Statement to our registered stockholders and certain beneficial stockholders, when requested by brokerage houses, nominees, custodians, fiduciaries and other similar parties.

This Information Statement informs stockholders of a corporate name change (the “ Name Change ”) and the 100 for 1 reverse stock split (the “ Reverse Split ”) both approved by written consent by the Board and the stockholders holding 118,749,788 shares of issued and outstanding common stock, which is equal to approximately 59.41% of the voting power of the Company’s outstanding capital stock, as of November 1, 2016 (the “ Majority Stockholders ”).  

Accordingly, all necessary corporate approvals to effectuate the Name Change and the Reverse Split have been obtained.  The Company is not seeking approval from its remaining stockholders.  This Information Statement is furnished solely for the purpose of informing our stockholders, in the manner required pursuant to the Exchange Act and the Nevada Revised Statutes of the Name Change and the Reverse Split.  Pursuant to Section 14(c) of the Exchange Act and Rule 14c-2 promulgated pursuant thereto, the Name Change and the Reverse Split will not be effective until twenty (20) days after the date a Definitive Information Statement is filed with the Commission and a copy thereof is mailed to each of our stockholders.  The Name Change and the Reverse Split are expected to become effective on or after January 27, 2017, or such later date as all conditions and requirements to effectuate the Name Change and the Reverse Split are satisfied.  Therefore, this Information Statement is being sent to you for informational purposes only. Notwithstanding the foregoing, we must notify the Financial Industry Regulatory Authority of the Name Change and the Reverse Split by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior to the anticipated effective date of the Name Change and the Reverse Split.

THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS, AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER THE NAME CHANGE OR THE REVERSE SPLIT.  WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

The Company’s stockholders as of the record date are being furnished copies of this Information Statement.  This Information Statement is first being mailed or furnished to our stockholders on or about January 6, 2017.

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Pursuant to Rule 14c-2 promulgated pursuant to the Exchange Act, the Name Change and the Reverse Split may not be effected until at least twenty (20) calendar days after the mailing of the Definitive Information Statement to the Company’s shareholders.  Notwithstanding the foregoing, we must notify the Financial Industry Regulatory Authority of the Name Change and the Reverse Split by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior to the anticipated effective date of the Name Change and the Reverse Split.

NOTICE OF ACTION TAKEN PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS HOLDING A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING CAPITAL STOCK OF JAYHAWK ENERGY, INC., DATED NOVEMBER 22, 2016, IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS.

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that, on November 22, 2016, the Company obtained the written consent of its Board of Directors (the “ Board ”) and on November 23, 2016, the Company obtained the written consent of the stockholders holding 118,749,788 shares of issued and outstanding common stock, which is equal to approximately 59.41% of the voting power of the Company’s outstanding capital stock (the “ Majority Stockholder ”) to effectuate a corporate name change (the “ Name Change ”) and the 100 for 1 reverse split of all of the issued and outstanding shares of our equity securities (the “ Reverse Split ”).

FORWARD-LOOKING STATEMENTS

This Information Statement and the documents to which we refer you in this Information Statement may contain forward-looking statements that involve numerous risks and uncertainties which may be difficult to predict. The statements contained in this Information Statement that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “ Securities Act ”), and Section 21E of the Exchange Act, including, without limitation, the management of the Company and the Company’s expectations, beliefs, strategies, objectives, plans, intentions and similar matters. All forward-looking statements included in this Information Statement are based on information available to the Company on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology.

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements.

We caution against placing undue reliance on forward-looking statements, which contemplate our current beliefs and are based on information currently available to us as of the date a particular forward-looking statement is made. Any and all such forward-looking statements are as of the date of this Information Statement. We undertake no obligation to revise such forward-looking statements to accommodate future events, changes in circumstances, or changes in beliefs, except as required by law. In the event that we do update any forward-looking statements, no inference should be made that we will make additional updates with respect to that particular forward-looking statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements may appear in the Company’s public filings with the Securities & Exchange Commission (“ SEC ”), which are available to the public at the SEC’s website at www.sec.gov . For additional information, please see the section titled “Where You Can Obtain Additional Information” below.

ACTION BY BOARD OF DIRECTORS AND CONSENTING STOCKHOLDERS

In accordance with the Nevada Revised Statutes, as amended, on November 22, 2016, by written consent, the Board adopted resolutions approving an amendment to our Articles of Incorporation, as amended to date (the “ Articles of Incorporation ”) to effect the Name Change and the Reverse Split. The “form of” Certificate of Amendment to our Articles of Incorporation is attached hereto as Exhibit 1 .

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To obtain the approval of our stockholders for the Name Change and the Reverse Split, we could have convened a special meeting of our stockholders for the specific purpose of voting on the Name Change and the Reverse Split. However, the Nevada Revised Statutes provide that any action that may be taken at any annual or special meeting of our stockholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action taken is signed by the holders of outstanding shares of voting capital stock having not less than the minimum number of votes that would be necessary to take such action.  To eliminate the costs and management time involved in holding a meeting and obtaining proxies and effect the Name Change and the Reverse Split as early as possible in order to accomplish the purposes hereafter described, we elected to utilize the written consent of the Majority Stockholders.  

INTRODUCTION

JayHawk Energy, Inc., a Nevada corporation with principal executive offices located at 10119 W. Lariat Lane, Peoria, AZ 85383 (the “ Company ”), is providing this Information Statement to you. We encourage you to read this entire Information Statement carefully, any exhibits attached hereto and the documents referred to in this Information Statement. You may obtain additional information about the Company by following the instructions in “Where You Can Obtain Additional Information” below.

The Board and the Majority Stockholders have authorized the Name Change and the Reverse Split.  Any fractional share will be rounded up to the next whole share.  Stockholders have no rights pursuant to the Nevada Revised Statutes, the Company’s Articles of Incorporation, or the Company’s Bylaws, to exercise dissenters’ rights of appraisal with respect to the Reverse Split.

The Board believes the Name Change is advisable in order to more appropriately reflect the Company’s business focus. Furthermore, the Board believes the Reverse Split is necessary and advisable in order to maintain the Company’s listing on the OTCQB and to aid it’s financing and capital raising ability and to generally maintain flexibility in today’s competitive and rapidly changing environment.

Accordingly, it is the Board’s opinion that the Name Change and the Reverse Split would better position the Company to attract potential business candidates and provide our stockholders a greater potential return.

The Nevada Revised Statutes provide that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders’ meeting convened for the specific purpose of such action. The Nevada Revised Statutes, however, require that in the event an action is approved by written consent, a company must provide prompt notice of the taking of any corporate action without a meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the company.  Accordingly, this Information Statement is to provide that notice.

This Information Statement contains a brief summary of the material aspects of the Name Change and the Reverse Split, approved by the Board and the Majority Stockholders.

NAME CHANGE

Voting on the Name Change

As of November 1, 2016, there were 199,875,629 shares of voting stock issued and outstanding.

Based on the foregoing, as of November 1, 2016, the total aggregate amount of votes entitled to vote regarding the approval of the Name Change was 199,875,629. Pursuant to the Nevada Revised Statutes at least a majority of the voting equity of the Company, or at least 99,937,815 votes are required to approve the Name Change by written consent.  The Majority Stockholders, which hold 118,749,788 votes equal to approximately 59.41% of the voting

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equity of the Company, have voted in favor of the Name Change, thereby satisfying the requirement pursuant to the Nevada Revised Statutes that at least a majority of the voting equity vote in favor of a corporate action by written consent.

The following table sets forth the name of the holders of the Common Stock, the number of shares of Common Stock held by such holders, the total number of votes that such holders voted in favor of the Name Change and the percentage of the issued and outstanding voting equity of the Company that voted in favor thereof:

Reason for the Name Change

The Board is of the opinion that it is advisable to change the name of the Company in an effort more appropriately reflect the Company’s business focus.

Effect of the Name Change

The name of the Company will be changed to “Vast Petroleum, Inc.” or some derivation thereof. The Name Change will result in the Company being issued a new stock ticker symbol.

Effective Date of the Name Change

Pursuant to Rule 14c-2 promulgated pursuant to the Exchange Act, the Name Change will not be effective until at least twenty (20) days after the date on which this Information Statement is filed with the Commission and a copy hereof has been mailed to each of our stockholders.  The Company anticipates that this Information Statement will be mailed to our stockholders on or about January 6, 2017.  Therefore, the Company anticipates that the Name Change will be effective on or about January 27, 2017, or such later date as all conditions and requirements to effectuate the Name Change are satisfied.  Notwithstanding the foregoing, we must notify the Financial Industry Regulatory Authority of the Name Change by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior to the anticipated effective date of the Name Change.

We intend to file, as soon as practicable on or after the twentieth (20th) day after this Information Statement is sent to our shareholders, a Certificate of Change to our Articles of Incorporation effectuating the Name Change (the “ Certificate ”). The Certificate will become effective at the close of business on the date the Certificate is accepted for filing by the Secretary of State of Nevada. It is presently contemplated that such filing will be made approximately twenty (20) days from the date that this Information Statement is sent to our shareholders.

REVERSE SPLIT

Voting on the Reverse Split

As of November 1, 2016, there were 199,875,629 shares of voting equity securities issued and outstanding.

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Based on the foregoing, as of November 1, 2016, the total aggregate amount of votes entitled to vote regarding the approval of the Reverse Split was 199,875,629. Pursuant to the Nevada Revised Statutes at least a majority of the voting equity of the Company, or at least 99,937,815 votes are required to approve the Reverse Split by written consent.  The Majority Stockholders, which hold 118,749,788 votes equal to approximately 59.41% of the voting equity of the Company, have voted in favor of the Reverse Split, thereby satisfying the requirement pursuant to the Nevada Revised Statutes that at least a majority of the voting equity vote in favor of a corporate action by written consent.

The following table sets forth the name of the holders of the Common Stock, the number of shares of Common Stock held by such holders, the total number of votes that such holders voted in favor of the Reverse Split and the percentage of the issued and outstanding voting equity of the Company that voted in favor thereof:

Reason for Reverse Split

The Board believes the Reverse Split is necessary and advisable in order to maintain the Company’s listing on the OTCQB and to aid it’s financing and capital raising ability and to generally maintain flexibility in today’s competitive and rapidly changing environment.

On October 19, 2015, the Company received an OTCQB Bid Price Deficiency Notice from OTC Markets (the “ Notice ”). The Notice stated that the Company’s bid price had closed below $0.01 for more than thirty (30) consecutive calendar days and no longer met the Standards for Continued Eligibility for OTCQB as per the OTCQB Standards Section 2.3(2). For more information concerning the Notice please refer to the Company’s Current Reports on Form 8-K filed with the Securities & Exchange Commission (“ SEC ”) on October 23, 2015. The Board believes that the Reverse Split will likely result in an increase in the book value per share of the outstanding shares of common stock and that this will result in an increase in the Company’s bid price such that it will become compliant with OTCQB Standards Section 2.3(2). However, there is no assurance that any effect on the price of the Company's common stock will result, or that the market price for the Company’s common stock, immediately or shortly after the Reverse Split becomes effective, will increase, or that any increase which may occur will be sustained. The Company cannot control the market’s reaction. Further, there can be no assurance that an increased market price, if it occurs as a result of the Reverse Split, will encourage more broker-dealers or investors to become involved in the Company’s common stock.

The Reverse Split will have the effect of creating newly authorized shares of our common stock.  Any issuance of additional shares of our common stock would probably have the effect of diluting the earnings per share and book value per share of outstanding shares of common stock.  Any additional shares of our common stock, when issued, would have the same rights and preferences as the shares of common stock presently outstanding.  Additional shares of our common stock will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, conversion of debt to equity, stock options, or other corporate purposes. The Company does not anticipate that it would seek authorization from its stockholders for issuance of such shares, unless required by applicable law. 

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The Board believes that the Reverse Split and any resulting increase per share price of our common stock could also enhance the acceptability and marketability of our equity securities to the financial community and investing public. Many institutional investors have policies prohibiting them from holding lower-priced stocks in their portfolios, which reduces the number of potential buyers of our common stock.  Additionally, analysts at many brokerage firms are reluctant to recommend lower-priced stocks to their clients or monitor the activity of lower-priced stocks.  Brokerage houses also frequently have internal practices and policies that discourage individual brokers from dealing in lower-priced stocks due to, among other reasons, the trading volatility often associated with lower-priced stocks.  Some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers.  Further, because brokers’ commissions on lower-priced stock generally represent a higher percentage of the stock price than commissions on higher priced stock, investors in lower-priced stocks pay transaction costs which are a higher percentage of their total share value, which may limit the willingness of individual investors and institutions to purchase our common stock.

Potential investors who might consider making investments in the Company may be unwilling to do so when the Company has a large number of shares issued and outstanding with little or no stockholders’ equity. In other words, the “dilution” which new investors could experience could discourage them from investing. A reduction in the total outstanding shares of our common stock may, without any assurance, make the Company’s capitalization structure more attractive.

For these reasons, the Board has chosen to adopt and recommend the Reverse Split. The Company is not, however, a party to any binding agreement, acquisition agreement or agreement to raise additional working capital, nor can we be certain that the Reverse Split will have a long-term positive effect on the market price of our common stock or increase the Company’s abilities to enter into financing arrangements in the future.

Effect of the Reverse Split

The principal effect of the Reverse Split will be the reduction in the number of shares of our common stock issued and outstanding on the effective date of the Reverse Split, from 199,875,629 shares, as of the effective date, to approximately 1,998,756 shares, depending on the number of whole shares issuable for fractional shares resulting from the Reverse Split.

The Reverse Split will affect all of our stockholders uniformly. The Reverse Split, however, will adversely affect our stockholders percentage ownership interests in the Company and their proportionate voting power.  Accordingly, the Reverse Split will dilute the equity interests and earnings per share of the existing holders of our stock. The shares of our stock issued pursuant to the Reverse Split will remain fully paid and non-assessable. The Reverse Split will not increase or decrease the market capitalization of the Company. The Reverse Split is not intended as, and will not have the effect of, a “going private transaction” under Rule 13e-3 of the Exchange Act.

The other primary effect of the Reverse Split will be to provide us with additional shares of stock that will be available for various corporate purposes. We may use the shares of our stock for, among other things:

We have no definitive plans or arrangements to issue any such shares, although we evaluate, from time to time, potential transactions that may result in the issuance of such shares. The Board believes that it is advisable and in our best interests to have available additional authorized but unissued shares of stock adequate to provide for our future needs. The unissued shares of our stock will be available for issuance from time to time as may be deemed advisable or required for various purposes, including the issuance of shares in connection with financing or acquisition transactions.

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The history of similar reverse stock splits for companies in similar circumstances is varied.  If the Reverse Split is effected and the market price of our stock declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of the Reverse Split.

The liquidity of our stock could be affected adversely by the decreased number of shares of our stock outstanding after the Reverse Split. Although the Board believes that a higher stock price could help generate investor interest and increased volume in trading of our stock, there can be no assurance that the Reverse Split will result in a per share price that will attract institutional investors or investment funds, or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the decreased liquidity that may result from having fewer shares issued and outstanding may not be offset by increased investor interest in our stock. 

The Reverse Split will increase the number of shareholders who own odd-lots. An odd-lot is fewer than 100 shares. Such shareholders may experience an increase in the cost of selling their shares and may have greater difficulty in making sales.

CUSIP Number

As a result of the Name Change and the Reverse Split, the Company’s stock will receive a new CUSIP number, which is the number used to identify the Company’s equity securities, and stock certificates with the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number. Our stock will continue to be quoted on the OTC Markets, subject to compliance with OTCQB listing standards.

Anti-Takeover Effects of the Reverse Split

A possible effect of the Reverse Split may be to discourage a merger, tender offer or proxy contest, or the assumption of control by a holder of a large block of the Company’s voting securities and the removal of incumbent management. The Board could use the additional shares of our stock available for issuance to resist or frustrate a third-party take-over effort favored by a majority of the independent stockholders that would provide an above market premium by issuing additional shares of our stock.

The Reverse Split is not the result of the Board’s knowledge of an effort to accumulate any of the Company’s securities or to obtain control of the Company by means of a merger, tender offer, solicitation or otherwise. Nor is the Reverse Split a plan by the Board to adopt a series of amendments to the Articles of Incorporation or our Bylaws to institute an anti-takeover provision. We do not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.  

Although the Reverse Split is not being undertaken by the Board to institute an anti-takeover provision, in the future the Board could, subject to its fiduciary duties and applicable law, use the unissued shares of our stock to frustrate persons seeking to take over or otherwise gain control of the Company by, for example, privately placing shares with purchasers who might side with the Board in opposing a hostile takeover bid. Shares of our stock could also be issued to a holder that would thereafter have sufficient voting power to assure that any proposal to amend or repeal the Company’s Bylaws or certain provisions of the Articles of Incorporation would not receive the requisite vote. Such uses of our stock could render more difficult, or discourage, an attempt to acquire control of the Company, if such transactions were opposed by the Board. However, it is also possible that an indirect result of the anti-takeover effect of the Reverse Split could be that our shareholders will be denied the opportunity to obtain any advantages of a hostile takeover, including, but not limited to, receiving a premium to the then current market price of our stock, if the same was so offered by a party attempting a hostile takeover of the Company. We are not aware of any party’s interest in or efforts to engage in a hostile takeover attempt as of the date of this Information Statement.

Effective Date and Effects of the Reverse Split

Pursuant to Rule 14c-2 promulgated pursuant to the Exchange Act, the Reverse Split will not be effective until at least twenty (20) days after the date on which this Information Statement is filed with the Commission and a copy hereof has been mailed to each of our stockholders.  The Company anticipates that this Information Statement will be mailed to our stockholders on or about January 6, 2017.  Therefore, the Company anticipates that the Reverse

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Split will be effective on or about January 27, 2017, or such later date as all conditions and requirements to effectuate the Reverse Split are satisfied.  Notwithstanding the foregoing, we must notify the Financial Industry Regulatory Authority of the Reverse Split by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior to the anticipated effective date of the Reverse Split.

We intend to file, as soon as practicable on or after the twentieth (20th) day after this Information Statement is sent to our shareholders, a Certificate of Change to our Articles of Incorporation effectuating the Reverse Split (the “ Certificate ”). The Certificate will become effective at the close of business on the date the Certificate is accepted for filing by the Secretary of State of Nevada. It is presently contemplated that such filing will be made approximately twenty (20) days from the date that this Information Statement is sent to our shareholders.

EXCHANGE ACT REGISTRATION

We will continue to be subject to the periodic reporting requirements of the Exchange Act.  Our stock is, currently, registered pursuant to Section 12(g) of the Exchange Act and, as a result, we are subject to periodic reporting and other requirements. The Reverse Split will not affect the registration of our common stock pursuant to the Exchange Act. 

ACCOUNTING CONSEQUENCES

Upon the Reverse Split becoming effective, the par value per share of our stock will remain unchanged at $0.001 per share. As a result, on the effective date of the Reverse Split, the stated capital on the Company’s balance sheet attributable to our stock will be reduced proportionally, based on the exchange ratio of the Reverse Split, from its present amount, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The net income or loss and net book value per share of stock will be increased, because there will be fewer shares of our stock outstanding. It is not anticipated that any other accounting consequences will result from the Reverse Split.

EFFECT OF THE REVERSE SPLIT ON CONVERTIBLE SECURITIES

Except in certain cases, proportionate adjustments will be made based on the ratio of the Reverse Split to the number of shares our stock issuable upon the conversion of all outstanding convertible securities entitling the holders to convert into shares of our stock.  This will result in approximately the same aggregate conversion ratio required to assure the same value of shares of our stock being delivered upon such conversion immediately following the Reverse Split as was the case immediately preceding the Reverse Split.  The number of shares of our stock reserved for issuance pursuant to these securities will be proportionately based upon the Reverse Split ratio, subject to the Company’s treatment of fractional shares.

NO GOING PRIVATE TRANSACTION

Notwithstanding the decrease in the number of outstanding shares of our stock following the Reverse Split, the Board does not intend for the Reverse Split to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 promulgated pursuant to the Exchange Act.

BENEFICIAL HOLDERS OF STOCK (SHAREHOLDERS WHO HOLD SHARES IN STREET NAME)

Upon the implementation of the Reverse Split, the Company intends to treat shares of its stock held by shareholders through a bank, broker, custodian or other nominee in the same manner as registered shareholders whose shares of stock are registered in their names.  Banks, brokers, custodians or other nominees will be instructed to effectuate the Reverse Split for their beneficial holders holding our stock in street name.  However, those banks, brokers, custodians or other nominees may have procedures different than those for registered shareholders for processing the Reverse Split.  Shareholders who hold shares of our stock with a bank, broker, custodian or other nominee and have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

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REGISTERED “BOOK-ENTRY” HOLDERS OF STOCK (SHAREHOLDERS THAT ARE REGISTERED ON OUR TRANSFER AGENT’S BOOKS AND RECORDS BUT DO NOT HOLD STOCK CERTIFICATES)

Certain of the Company’s registered shareholders may hold some or all of their shares of our stock electronically in book-entry form with our transfer agent.  These shareholders do not have stock certificates evidencing their ownership of our stock.  They are, however, provided with statements identifying the number of shares of our stock registered in their accounts.

Shareholders who hold shares of our stock electronically in book-entry form with our transfer agent will not need to take action to receive whole shares of post-Reverse Split stock (the exchange will be automatic), subject to adjustment for treatment of fractional shares. 

HOLDERS OF CERTIFICATED SHARES

Shareholders holding shares of the Company’s stock in certificated form will be sent a transmittal letter by the Company’s transfer agent after the Reverse Split is effective.  The letter of transmittal will specify instructions regarding how a shareholder should surrender his, her or its certificate(s) representing the Company’s stock to our transfer agent in exchange for certificates representing the appropriate number of whole shares of post-Reverse Split stock.  No new certificates will be issued to a shareholder until such shareholder has surrendered all old certificates, together with a properly completed and executed letter of transmittal, to our transfer agent.  No shareholder will be required to pay a transfer or other fee to exchange his, her or its old certificate(s).  Shareholders will then receive new certificates representing the number of whole shares that they are entitled to as a result of the Reverse Split, subject to the treatment of fractional shares.  Until surrendered, the Company will deem outstanding old certificates held by shareholders to be cancelled and only represent the number of whole post-Reverse Split shares of our stock to which those shareholders are entitled, subject to such treatment of fractional shares.  Any old certificates submitted for exchange, whether because of a sale, transfer or other disposition, will automatically be exchanged for new certificates.  If an old certificate has a restrictive legend, the new certificate will be issued with the same restrictive legend.

SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATES UNTIL REQUESTED TO DO SO.