Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Series B Convertible Preferred Stock
On June 8, 2020, the Company filed with the Secretary of State
of the State of Nevada a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock
(the “Series B Certificate of Designation”) establishing and designating the rights, powers and preferences of the
Series B Convertible Preferred Stock (the “Series B Preferred Stock”). The Company designated one million (1,000,000)
shares of Series B Preferred Stock. Pursuant to the Series B Certificate of Designation, the Series B Preferred Stock is only issuable
to the Company’s debt holders as of April 30, 2020. The debt holders were able to purchase shares of Series B Preferred Stock
by converting all or part of the debt owed to them by the Company as of April 30, 2020 at a stated value equal to one dollar ($1.00)
per share of Series B Preferred Stock.
The Series B Preferred Stock has no voting rights except as
required by law. The Series B Preferred Stock will be mandatorily convertible into shares of Common Stock upon the occurrence of
certain “Conversion Events” (as defined in the Series B Certificate of Designation) which include, but are not limited
to, (i) the Company’s shares being listed on a national securities exchange, (ii) a financing or offering at least five million
dollars ($5,000,000), or (iii) the sale of all or substantially all of the Company’s assets. All shares of Series B Preferred
Stock shall be automatically converted, without any further action by the holders of such shares into the number of fully paid
and nonassessable shares of Common Stock in an amount equal, following conversion, to eighteen percent (18%) of the Company’s
issued and outstanding shares of Common Stock.
At any time on or after the second (2nd) anniversary
of the date of issuance, the Company, may, in its sole discretion redeem all or any portion of the Series B Preferred Stock held
by a holder at a price per share equal to one hundred twenty percent (120%) of the stated value per share being redeemed.
In the event of any liquidation or dissolution of the Company,
the Series B Preferred Stock will rank junior to the Company’s Series A Preferred Stock, shall rank pari passu with the Company’s
Series C Preferred Stock, and senior to any other class of preferred stock and to the Common Stock in the distribution of assets,
to the extent legally available for distribution.
Series F Super Voting Preferred Stock
On June 18, 2020, the Company filed with the Secretary of State
of the State of Nevada a Certificate of Designation of Preferences, Rights and Limitations of Series F Super Voting Preferred Stock
(the “Series F Certificate of Designation”) establishing and designating the rights, powers and preferences of the
Series F Super Voting Stock (the “Series F Preferred Stock”). The Company designated one hundred (100) shares of Series
F Preferred Stock. Pursuant to the Series F Certificate of Designation, the Series F Preferred Stock is only issuable to members
of the Company’s Board of Directors, as joint tenants, who may purchase shares of Series F Preferred Stock at the stated
value of $0.01 per share.
Holders of the Series F Preferred Stock are entitled to vote
on all matters subject to a vote or written consent of the holders of the Common Stock, and on all such matters, the shares of
Series F Preferred Stock shall be entitled to that number of votes equal to the number of votes that all issued and outstanding
shares of Common Stock and all other securities of the Company are entitled to, as of any such date of determination, on a fully
diluted basis, plus one million (1,000,000) votes. The holders of the Series F Preferred Stock shall vote together with the holders
of Common Stock as a single class on all matters requiring approval of the holders of the Common Stock.
The Series F Preferred Stock has no liquidation rights. The
Company, may, in its sole discretion redeem all or any portion of the Series F Preferred Stock at any time.
Series C Convertible Preferred Stock
On July 14, 2020, the Company filed with the Secretary of State
of the State of Nevada a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock
(the “Series C Certificate of Designation”) establishing and designating the rights, powers and preferences of the
Series C Convertible Preferred Stock (the “Series C Preferred Stock”). The Company designated one million (1,000,000)
shares of Series C Preferred Stock. Pursuant to the Series C Certificate of Designation, the Series C Preferred Stock is only issuable
to the Company’s officers and directors as of July 1, 2020. The officers and directors were able to purchase shares of Series
C Preferred Stock by converting all or part of the compensation owed to them by the at a stated value equal to ten dollars ($10.00)
per share of Series C Preferred Stock.
The Series C Preferred Stock has no voting rights except as
required by law. The Series C Preferred Stock will be automatically converted into shares of Common Stock upon the occurrence of
certain “Conversion Events” (as defined in the Series C Certificate of Designation) which include, but are not limited
to, (i) the Company’s shares being listed on a national securities exchange, (ii) a financing or offering at least five million
dollars ($5,000,000), or (iii) the sale of all or substantially all of the Company’s assets. All shares of Series C Preferred
Stock shall be automatically converted, without any further action by the holders of such shares into the number of fully paid
and nonassessable shares of Common Stock in an amount equal, following conversion, to twenty two percent (22%) of the Company’s
issued and outstanding shares of Common Stock.
At any time on or after the second (2nd) anniversary
of the date of issuance, the Company, may, in its sole discretion redeem all or any portion of the Series C Preferred Stock held
by a holder at a price per share equal to one hundred twenty percent (120%) of the stated value per share being redeemed.
In the event of any liquidation or dissolution of the Company,
the Series C Preferred Stock will rank junior to the Company’s Series A Preferred Stock, shall rank pari passu with the Company’s
Series B Preferred Stock, and senior to any other class of preferred stock and to the Common Stock in the distribution of assets,
to the extent legally available for distribution.
Item 5.03 of this Current Report on Form
8-K contains only a brief description of the material terms of and does not purport to be a complete description of the Series
B Certificate of Designation, the Series F Certificate of Designation, and the Series C Certificate of Designation and such descriptions
are qualified in their entirety by reference to the full text of the Series B Certificate of Designation, the Series F Certificate
of Designation, and the Series C Certificate of Designation, which will be filed as exhibits no later than with the Company’s
Form 10-Q for the period ending October 31, 2020.