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) achieve an increase in the total capital stock the Company is authorized to issue to 205,000,000 shares consisting of (a) 200,000,000 shares of Common stock, $0.0001 par value per share (“Common Stock”), and (b) 5,000,000 shares of Preferred stock, $0.0001 par value per share (“Preferred Stock”); (ii) create "blank check" Preferred Stock whereby the Board may designate series' of Preferred Stock, and issue shares of Preferred Stock pursuant to any such designation, without further shareholder approval and to set forth in any designation of Preferred Stock the rights, privileges, preferences and obligations of holders of the Preferred Stock being issued pursuant to its designation; (iii) provide for the maximum allowable indemnification for representatives of the Company as defined and set forth in Articles Seventh and Eight; (iv) 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 (a "Business Transaction") with any stockholder that owns more than 5% of any class of equity security of the Company, unless such Business Transaction has been approved by the Board, and (v) adopt such other terms and provisions as more fully set forth in the Amended and Restated Certificate of Incorporation attached hereto as Exhibit 3.2.

Amended and Restated Bylaws

Effective May 2, 2018, the Board amended and restated the Bylaws to; (i) allow, but not require, the Board of Directors to determine that any meeting of stockholders be held solely by remote communication rather than at a designated place , (ii) set the size of the Board to between one and seven directors which may be comprised of up to four Series A Directors and up to three Series B Directors, (iii) allow the Company to indemnify its officers, directors, employees and representatives to the full extent set forth in the Amended and Restated Certificate of Incorporation, (iv) define procedures for any future amendments to the Company’s Bylaws, and (v) adopt such other terms and provisions as more fully set forth in the Amended and Restated Bylaws attached hereto as Exhibit 3.3.

Certificate of Designation of Series A Preferred Stock

Effective May 3, 2018, the Board authorized and designated 75 shares of the Company’s Preferred Stock as Series A Preferred Stock. Each share of the Series A Preferred Stock is 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) Series A Directors to the Company’s Board at any annual or special meeting or without a meeting and without prior notice upon the written consent of the holders of a majority of the Series A Preferred Stock. The holders of the Series A Preferred Stock have exclusive rights in regard to the election or removal 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. For a full and complete description of the Series A Preferred Stock, please see the Series A Preferred Stock Designation attached hereto as Exhibit 3.4.

Certificate of Designation of Series B Preferred Stock

Effective May 3, 2018, the Board authorized and designated 75 shares of the Company’s Preferred Stock as Series B Preferred Stock. Each share of the Series B Preferred Stock is 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) Series B Directors to the Company’s Board at any annual or special meeting or without a meeting and without prior notice upon the written consent of the holders of a majority of the Series B Preferred Stock. The holders of the Series B Preferred Stock have exclusive rights in regard to the election or removal 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. For a full and complete description of the Series B Preferred Stock, please see the Series B Preferred Stock Designation attached hereto as Exhibit 3.5.