PROPOSAL 1:

AMENDED AND RESTATED ARTICLES OF INCORPORATION

Our Board of Directors and Stockholders of a majority of the voting power of the issued and outstanding capital stock of the Company have approved the Amended and Restated Articles of Incorporation, substantially in the form attached hereto as Exhibit A .

The following discussion is a summary of the key changes effected by the Amended and Restated Articles of Incorporation, but this summary is qualified in its entirety by reference to the full text of the Amended and Restated Articles of Incorporation, a copy of which is attached hereto as Exhibit A .

Increase in Authorized Shares of Common Stock

As of the Record Date the Company is authorized to issue up to 500,000,000 shares of Common Stock of which 44,323,917 shares are issued and outstanding.

The Board and the Stockholders of a majority of the voting power of the issued and outstanding capital stock of the Company deemed it advisable and in the best interest of the Company to increase the authorized number of shares of the Company’s Common Stock from 500,000,000 shares to 2,000,000,000 shares. The terms of the additional shares of Common Stock will be identical to those of the currently outstanding shares of Common Stock. However, because holders of Common Stock have no preemptive rights to purchase or subscribe for any unissued stock of the Company, the issuance of additional shares of Common Stock will reduce the current Stockholders’ percentage ownership interest in the total outstanding shares of Common Stock This Common Stock increase and the creation of additional shares of authorized Common Stock will not alter the current number of issued shares. The relative rights and limitations of the shares of Common Stock will remain unchanged.

Reasons for the Increase

The Board believes that the availability of additional authorized shares of Common Stock is required for reasons including, but not limited to, the following:

The Board has not authorized the Company to take any action with respect to the shares that would be authorized under this proposal, and the Company currently does not have any definitive plans, arrangements or understandings with respect to the issuance of the additional shares of Common Stock authorized by the this proposal.

Effects of the Increase

Following the filing of the Amended and Restated Articles of Incorporation with the Nevada Secretary of State, we will have the authority to issue 1,500,000,000 additional shares of Common Stock. These shares may be issued without Stockholder approval at any time, in the sole discretion of our Board of Directors. The authorized and unissued shares may be issued for cash, to acquire property or for any other purpose that is deemed in the best interests of the Company.

In addition, the Amended and Restated Articles of Incorporation could have a number of effects on the Company’s Stockholders depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares of Common Stock. The increase could have an anti-takeover effect, in that additional shares of Common Stock could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of the Company more difficult. For example, additional shares of Common Stock could be issued by the Company so as to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company, even if the persons seeking to obtain control of the Company offer an above-market premium that is favored by a majority of the independent Stockholders. Similarly, the issuance of additional shares of Common Stock to certain persons allied with the Company’s management could have the effect of making it more difficult to remove the Company’s current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this proposal is not being presented with the intent that it be utilized as a type of anti-takeover device. The increase in the authorized shares of Common Stock has been prompted by business and financial considerations.

The increase in the authorized number of shares of Common Stock will not change the number of shares of Common Stock outstanding, nor will it have any immediate dilutive effect or change the rights of current holders of the Company’s Common Stock. However, the issuance of additional shares of Common Stock authorized by increase in the authorized number of shares of Common Stock may occur at times or under circumstances as to have a dilutive effect on earnings per share, book value per share or the percentage voting or ownership interest of the present holders of the Company’s Common Stock.

Increase in Authorized Shares of Blank Check Preferred Stock

As of the Record Date the Company is authorized to issue up to 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), of which 500,000 shares are designated Series A Convertible Preferred Stock, 103,000 of which are issued and outstanding.

The Board and the Stockholders of a majority of the voting power of the issued and outstanding capital stock of the Company deemed it advisable and in the best interest of the Company to increase the authorized number of shares of the Company’s Preferred Stock from 10,000,000 shares to 50,000,000 shares.

Reasons for the Increase

The Board believes that for us to successfully execute our business strategy we will need to raise investment capital and it may be preferable or necessary to issue Preferred Stock to investors. In addition, the Board believes that the availability of additional authorized shares of Preferred Stock will provide the Company with additional flexibility to issue Preferred Stock for a variety of general corporate purposes as the Board may determine to be desirable including, without limitation, investment opportunities, licensing agreements and acquisitions. Preferred Stock usually grants the holders preferential rights with respect to voting, dividends, liquidation and other rights in preference over a company’s common stock. Accordingly, in order to grant us the flexibility to issue our equity securities in the manner best suited for our Company, the Amended and Restated Articles of Incorporation will increase our authorized Preferred Stock from 10,000,000 shares to 50,000,000 shares. The Board has not authorized the Company to take any action with respect to the shares that would be authorized under this proposal, and the Company currently does not have any definitive plans, arrangements or understandings with respect to the issuance of the additional shares of Preferred Stock authorized by the this proposal.

Effects of the Increase

Subject to the provisions of the Amended and Restated Articles of Incorporation and the limitations prescribed by law, our Board of Directors would be expressly authorized, at its discretion, to adopt resolutions to issue shares, to fix the number of shares and to change the number of shares constituting any series and to provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights (including whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting any series of the Preferred Stock, in each case without any further action or vote by our stockholders (See “ Specify the Terms and Restrictions of the Issuance and Designations of the Preferred Stock”). Our Board of Directors would be required to make any determination to issue shares of Preferred Stock based on its judgment as to what is in our best interests and the best interests of our stockholders. The increase in authorized Preferred Stock will give our Board of Directors flexibility, without further stockholder action, to issue Preferred Stock on such terms and conditions as our Board of Directors deems to be in our best interests and the best interests of our stockholders.

The authorization of the additional shares of Preferred Stock will provide us with increased financial flexibility in meeting future capital requirements. It will allow Preferred Stock to be available for issuance from time to time and with such features as determined by our Board of Directors for any proper corporate purpose. It is anticipated that such purposes may include, without limitation, exchanging Preferred Stock for Common Stock, the issuance for cash as a means of obtaining capital for our use, or issuance as part or all of the consideration required to be paid by us for acquisitions of other businesses or assets.

The issuance by us of Preferred Stock could dilute both the equity interests and the earnings per share of existing holders of our Common Stock. Such dilution may be substantial, depending upon the amount of shares issued. The newly authorized shares of Preferred Stock could also have voting rights superior to our Common Stock, and therefore would have a dilutive effect on the voting power of our existing stockholders. Any issuance of Preferred Stock with voting rights could, under certain circumstances, have the effect of delaying or preventing a change in control of our Company by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to approve a change in control of our Company. Shares of voting or convertible Preferred Stock could be issued, or rights to purchase such shares could be issued, to render more difficult or discourage an attempt to obtain control of our Company by means of a tender offer, proxy contest, merger or otherwise. The ability of our Board of Directors to issue such shares of Preferred Stock, with the rights and preferences it deems advisable, could discourage an attempt by a party to acquire control of our Company by tender offer or other means. Such issuances could therefore deprive our stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price that such an attempt could cause. Moreover, the issuance of such shares of Preferred Stock to persons friendly to our Board of Directors could make it more difficult to remove current management even if such change were to be favorable to stockholders generally. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this proposal is not being presented with the intent that it be utilized as a type of anti-takeover device. The increase in the authorized shares of Preferred Stock has been prompted by business and financial considerations.

Specify the Terms and Restrictions of the Issuance and Designations of the Preferred Stock

The Board and the Stockholders of a majority of the voting power of the issued and outstanding capital stock of the Company authorized the Company to issue up to 10,000,000 shares of blank check preferred stock, and on September 7, 2016, the Company filed an amendment (the “September 2016 Amendment”) to its Articles of Incorporation to effectuate the foregoing. In addition, on the Record Date, the Board and the Stockholders of a majority of the voting power of the issued and outstanding capital stock of the Company deemed it advisable and in the best interest of the Company to increase the authorized number of shares of the Company’s Preferred Stock from 10,000,000 shares to 50,000,000 shares which increase will become effective upon the filing of the Amended and Restated Articles of Incorporation with the Nevada Secretary of State.

The September 2016 Amendment provides that the Company’s Preferred Stock, or any series thereof, shall have such designations, preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board; however, the September 2016 Amendment does not include examples of specific terms of different series of Preferred Stock that the Board may, but is not required to, adopt such as dividend rates, voting rights and conversion rights. 

The Board and the Stockholders of a majority of the voting power of the issued and outstanding capital stock of the Company deemed it advisable and in the best interest of the Company to further specify some of the terms and restrictions of the issuance and designations of the Preferred Stock to provide that the Board is authorized, subject to any limitation prescribed by law, to adopt one or more resolutions to provide for the issuance of the shares of preferred stock in one or more series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The Amended and Restated Articles of Incorporation of the Company specify that the authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following: (a) the number of shares constituting the series and the distinctive designation of the series; (b) the dividend rate (or the method of calculation of dividends) on the shares of the series, whether dividends will be cumulative, and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of the series; (c) whether the series shall have voting rights, in addition to the voting rights required by law, and if so, the terms of such voting rights; (d) whether the series shall have conversion rights, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine; (e) whether or not the shares of that series shall be redeemable or exchangeable, and, if so, the terms and conditions of such redemption or exchange, as the case may be, including the date or dates upon or after which they shall be redeemable or exchangeable, as the case may be, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (f) whether the series shall have a sinking fund for the redemption or purchase of shares of that series, and if so, the terms and amount of such sinking fund; (g) the rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights or priority, if any, of payment of shares of the series; and (h) any other relative rights, preferences, powers and limitations of that series.

Limitation on Liability; Indemnification

The Board and the Stockholders of the Company desire to attract and retain highly qualified officers and directors. More than ever before, strong indemnification protections are vital to a company’s ability to attract and retain qualified officers and directors. Indemnification provisions protect officers and directors who prudently discharge their duties to a company against liability arising in connection with services rendered. Accordingly, the Board and the Stockholders of a majority of the voting power of the issued and outstanding capital stock of the Company deemed it advisable and in the best interest of the Company to include provisions with respect to the indemnification of officers and directors of the Company in the Company’s Amended and Restated Articles of Incorporation so that the Company can attract and retain highly qualified officers and directors based upon indemnifying such officers and directors against certain liabilities arising in connection services rendered to the Company.

Specifically, the Amended and Restated Articles of Incorporation provide that to the fullest extent permitted under the NRS, no director or officer of the Company will be personally liable to the Company or its shareholders for damages as a result of any act or failure to act in his capacity as a director or officer. In addition, the Company shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Company or any predecessor of the Company, or serves or served at any other enterprise as a director or officer at the request of the Company or any predecessor to the Company. Furthermore, the Company shall have the authority to indemnify to the fullest extent permitted by law any other employee or agent of the Company.