As a result of the Merger, the Company acquired all of the outstanding capital stock of Unique in exchange for issuing Unique’s shareholders, pro-rata, an aggregate of 1,000,000 million shares of preferred stock of the Company. Pursuant to the Merger, as consideration for the outstanding capital stock of Unique held by Great Eagle, the Company issued to Great Eagle 153,062 shares of Series B Preferred Stock.

Item 4 Purpose of Transaction.

Great Eagle does not have any current plans or proposals which relate to or would result in: (a) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

Item 5 Interest in Securities of the Issuer.

(a)As of the date hereof, Great Eagle beneficially owns 500,000,000 shares of the Common Stock of the Company. Such amount represents 34% of the total of the issued and outstanding shares of the Company’s Common Stock as of the date hereof. 

(b)Great Eagle holds sole voting and dispositive power over the Securities. 

(c)Other than disclosed above, there were no transactions by Great Eagle in the Issuer’s Common Stock during the last 60 days. 

(d)No other person is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the securities of the Issuer owned by Great Eagle. 

(e)Not applicable. 

Series B Preferred

The Company has designated 870,000 shares of preferred stock as Series B Preferred Stock, $0.001 par value per share. The holders of Series B Preferred, subject to the rights of holders of shares of the Company’s Series A Preferred Stock which shares will be pari passu with the Series B Preferred in terms of liquidation preference and dividend rights, shall be entitled to receive, at their option, immediately prior an in preference to any distribution to the holders of the Company’s common stock. $0.001 par value per share and other junior securities, a liquidation preference equal to the stated value per share. Each share of Series B Preferred shall have a stated value equal to $0.001.

Holders of Series B Preferred will vote together with the holders of the Company’s Common Stock on an as converted basis on each matter submitted to a vote of holders of Common Stock. In addition, a majority of holders of Series B Preferred shares must provide an affirmative vote to (i) amend the Company’s Articles of Incorporation or bylaws in a way that would be adverse to the holders of the Company’s Series B Preferred, (ii) redeem or repurchase any capital stock of the Company, (iii) declare or pay dividends on any class of capital stock of the Company, or (iv) issue any securities in parity with (other than shares of Series B Preferred) or senior to the rights of the Series B Preferred with respect to distributions of assets upon liquidation, dissolution or winding up of the Company.

Each share of the Series B Preferred shall be convertible into fully paid and non-assessable shares of Common Stock at any time or from time to time at each Holder’s option, and each share of Series B Preferred shall be convertible into 6,546.47 shares of the Company’s common stock.

The foregoing descriptions of the Agreement and the Series B Preferred contain only a brief summary of the material terms and rights associated with the Agreement and the Series B Preferred, and such descriptions are qualified in their entirety by reference to the full text of the Agreement and the Certificate of Designation attached hereto as Exhibits 1 and 2, respectively.