ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.  

Amended and Restated Certificate of Incorporation

Effective May 1, 2018, the Company’s Certificate of Incorporation was amended and restated to: (i) increase the total stock the Company is authorized to issue to 1,015,000,000 shares consisting of (a) 1,000,000,000 shares of Common stock, $0.0001 par value per share (“Common Stock”), and (b) 15,000,000 shares of Preferred stock, $0.0001 par value per share (“Preferred Stock”); (ii) authorize the directors of the Company to designate the shares and series of the Preferred Stock; (iii) provide indemnification for representatives of the Company; and (iv) in the event that any stockholder owns more than 5% of any class of equity security of the Company, require the approval of 75% of the voting securities of the Company for any proposed merger, consolidation or sale of substantially all of the assets of the Company.  The forgoing is a summary only.  Please refer to the Amended and Restated Certificate of Incorporation for the Company attached as Exhibit 3.2 to this Report for the complete text of the amendment and restatement.

Amended and Restated Bylaws

Effective May 1, 2018, the Company’s Bylaws were amended and restated to amend the Company’s stockholder voting procedures, increase the size of the Company’s Board of Directors from two members to seven directors comprised of up to four Series A Directors and up to three Series B Directors, provide greater indemnification by the Company of its officers, directors and employees, and define procedures for any future amendments to the Company’s Bylaws.  The foregoing is a summary only. Please refer to the Amended and Restated Bylaws for the Company attached as Exhibit 3.5 to this Report for the complete text of the amendment and restatement.  

Certificate of Designation of Series A Preferred Stock

Effective May 3, 2018, the Company’s Board of Directors authorized and designated 75 shares of the Company’s Preferred Stock as Series A Preferred Stock.  Each share of the Series A Preferred Stock in entitled to a liquidation preference of $1,000 per share and is convertible into 1,000 shares of the Company’s Common Stock.  The holders of a majority of the Series A Preferred Stock are entitled to elect up to four (4) directors to the Company’s board of directors and any annual or special meeting and have preferential rights in regard to the election of Series A directors.  In all other voting matters, the holders of Series A Preferred Stock are entitled to cast 1,000 votes per share. The foregoing is a summary only.  Please refer to the Certificate of Designation of Series A Preferred Stock attached as Exhibit 3.3 to this Report for the complete text of the certificate of designation.

Certificate of Designation of Series B Preferred Stock

Effective May 3, 2018, the Company’s Board of Directors authorized and designated 75 shares of the Company’s Preferred Stock as Series B Preferred Stock.  Each share of the Series B Preferred Stock in entitled to a liquidation preference of $1,000 per share and is convertible into 1,000 shares of the Company’s Common Stock.  The holders of a majority of the Series B Preferred Stock are entitled to elect up to three (3) directors to the Company’s board of directors and any annual or special meeting and have preferential rights in regard to the election of Series B directors.  In all other voting matters, the holders of Series B Preferred Stock are entitled to cast 1,000 votes per share. The foregoing is a summary only.  Please refer to the Certificate of Designation of Series B Preferred Stock attached as Exhibit 3.4 to this Report for the complete text of the certificate of designation.