Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 15, 2019 the Corporation amended its Articles of Incorporation as filed with the Secretary of State
of the State of Nevada to designate the Series X Preferred Stock as a series of preferred stock of the Corporation. 1,000,000 shares
of Series X Preferred Stock are authorized.
Holders of shares of Series X Preferred Stock (each, a “Series X Holder”) are entitled to receive
dividends and distributions as and when paid on the shares of common stock, par value $0.001 per share (the “Common Stock”),
of the Corporation, on an as-converted basis, assuming that such shares of Series X Preferred Stock had been converted into shares
of Common Stock as described below immediately prior to the payment of such dividend or distribution. Series X Holders are also
entitled to vote on an as converted basis with the shares of Common Stock, and voting with the Common Stock as one class, assuming
that such shares of Series X Preferred Stock had been converted into shares of Common Stock immediately prior to the record date
for such vote. The Series X Preferred Stock does not have any preferences in the event of any liquidation, dissolution or winding
up of the Corporation, either voluntarily or involuntarily, a merger or consolidation of the Corporation wherein the Corporation
is not the surviving entity, or a sale of all or substantially all of the assets of the Corporation (each, a “Liquidation
Event”), but will participate with the Common Stock on any distributions made to the Common Stock in connection with any
Liquidation Event on an as converted basis, assuming that such shares of Series X Preferred Stock had been converted into shares
of Common Stock immediately prior to the payment of such dividend or distribution.
Shares
of Series X Preferred Stock are convertible into shares of Common Stock at the election of the Series X Holder at any time. All
1,000,000 shares of Series X Preferred Stock are convertible into a number of shares of Common Stock constituting 97% of
the issued and outstanding shares of Common Stock following such conversion.
Shares
of Series X Preferred Stock converted into Common Stock may not be reissued by the Corporation and no fractional shares or scrip
representing fractional shares of Common Stock will be issued upon the conversion of the Series X Preferred Stock. As to any fraction
of a share of Common Stock as to which a Series X Holder would otherwise be entitled upon such conversion, the Corporation may
either round such fractional share of Common Stock up to the next whole share of Common Stock, or pay a cash adjustment in respect
of such final fraction in an amount equal to such fraction multiplied by the fair market value of a share of Common Stock as determined
in good faith by the Board of Directors of the Corporation.
The
Corporation may not amend or repeal the Series X Preferred Stock Certificate of Designations without the prior written consent
of Series X Holders holding a majority of the Series X Preferred Stock then issued and outstanding, in which vote each share of
Series X Preferred Stock then issued and outstanding shall have one vote, voting separately as a single class, in person or by
proxy, either in writing without a meeting or at an annual or a special meeting of such Series X Holders. Additionally, without
first obtaining the affirmative vote or written consent of the majority of the shares of Series X Preferred Stock, the Corporation
may not amend or repeal any provision of, or add any provision to, the Corporation’s Articles of Incorporation or bylaws
if such action would adversely alter or change the preferences, rights, privileges, or powers of, or restrictions provided for
the benefit of, the Series X Preferred Stock and any such act or transaction entered into without such vote or consent shall be
null and void ab initio, and of no force or effect.
The
issuance of shares on conversion of the Series X Preferred Stock shall be made without charge to any Series X Holder for any documentary
stamp or similar taxes that may be payable in respect of the issue or delivery of such Series X Conversion Shares, which shall
be paid by the Corporation.
The
information set forth above is qualified in its entirety by reference to the actual terms of the Certificate of Designations of
Preferences and Rights of Series X Convertible Preferred Stock of Liberated Solutions, Inc., a Nevada Corporation attached
hereto as Exhibit 3.1 and which is incorporated herein by reference.