STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM

YOU OF CERTAIN ACTIONS TAKEN BY THE MAJORITY STOCKHOLDER.

The entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the common stock and preferred stock held of record by them.

The following table sets forth the name of the Majority Stockholder, the number of shares of common stock and Series B Voting Preferred Stock held by the Majority Stockholder, the total number of votes that the Majority Stockholder voted in favor of the Amendment and the percentage of the issued and outstanding voting equity of the Company that voted in favor thereof.

Dissenters’ Right of Appraisal

No dissenters’ or appraisal rights under Nevada Law are afforded to the Company’s stockholders as a result of the approval of the Amendment set forth above.

Vote Required

The number of votes cast in favor of the Amendment described above had to be at least equal to the vote of stockholders holding shares in the Company entitling them to exercise a majority of the voting power of the Company. As of the Record Date, the Company had outstanding 27,278,541 shares of common stock, which each vote one (1) voting share on stockholder matters, and 1,000 shares of Series B Voting Preferred Voting Stock, which each vote four times the number of shares of the Company’s common stock outstanding (27,278,541 shares), or 109,114,164,000 total voting shares in aggregate, and as such, there were an aggregate of 109,141,442,541 total voting shares outstanding as of the Record Date. The Majority Stockholder voted an aggregate of 109,121,634,483 total voting shares, or 99.982% of the Company’s total voting shares as of the Record Date via the Majority Stockholder Consent, to approve the Amendment described above, which voting shares were equal to a majority of the voting power of the Company.

AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK

Our Board and the Majority Stockholder, pursuant to the Majority Stockholder Consent, have approved and ratified the filing of a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada to reflect the Amendment, and to increase the Company’s total authorized number of shares of Common Stock from forty million (40,000,000) shares to two hundred and fifty million (250,000,000) shares (the “Share Increase”), and to restate Article 3, Capital Stock thereof and to clarify the Board of Director’s ability to designate and issue ‘blank check’ preferred stock, in the form of Appendix A hereto, which is subject to non-material technical, administrative or similar changes and modifications by the officers of the Company, in order to comply with Nevada law.

The Amendment has no effect on the par value of the Company’s common stock or preferred stock, or on the terms of any previously designated series of preferred stock (including, but not limited to the Series B Voting Preferred Stock).

The purpose of the Share Increase is to provide the Board of Directors the ability to issue additional shares of common stock of the Company to enable the Company to complete transactions which the Board of Directors believe may be accretive to stockholders, including acquisitions, consulting and employment relationships and fund raisings, provided that the Company does not currently have any definitive plans to, or definitive agreements or understandings in place to, issue any such additional authorized but unissued shares of common stock which will be made available as a result of the Share Increase.

The purpose of the Amendment is to reflect the Share Increase and to restate Article 3, Capital Stock of the current Articles of Incorporation, to clarify the rights and preferences of the common stock and preferred stock of the Company, and the Board of Director’s authority to designate and issue ‘blank check’ preferred stock from time to time.

As a result of the Share Increase, there will be two hundred and seventy million (270,000,000) total authorized shares of capital stock the Company, consisting of:

The Board of Directors will be authorized to issue the additional shares of common stock without having to obtain the approval of the Company’s stockholders. The issuance of additional shares could result in the dilution of the value of the shares now outstanding, if the terms on which the shares were issued were less favorable than the contemporaneous market value of the Company’s common stock.

The increase in the number of shares of common stock available for issuance is not being done for the purpose of impeding any takeover attempt. Nevertheless, the power of the Board of Directors to provide for the issuance of shares of common stock without stockholder approval has potential utility as a device to discourage or impede a takeover of the Company. In the event that a non-negotiated takeover were attempted, the private placement of stock into “friendly” hands, for example, could make the Company unattractive to the party seeking control of the Company. This would have a detrimental effect on the interests of any stockholder who wanted to tender his or her shares to the party seeking control or who would favor a change in control.

Our original Articles of Incorporation, the provisions of which remained in effect as of the date of the Majority Stockholder Consent, provided the Board of Directors authority to designate and issue ‘blank check’ preferred stock, and the Amendment restates and clarifies the provisions of the original Articles of Incorporation, confirming and clarifying the Board of Director’s authority to designate and issue such preferred stock. There are no changes to the rights of the Board of Director’s authority to designate and issue ‘blank check’ preferred stock from the Company’s original Articles of Incorporation (except for prior changes in the number of authorized shares of ‘blank check’ preferred stock, which as disclosed above, currently total 20 million total shares) as a result of the Amendment, which simply restates such prior rights for clarity.

Subject to the provisions of our Articles of Incorporation, as amended, and the limitations prescribed by law, our Board of Directors is 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. 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 Amendment also clarifies and confirms that our Board of Directors has 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 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 (similar to our Series B Voting Preferred Stock), and therefore would have a dilutive effect on the voting power of our existing stockholders, notwithstanding the fact that we currently have no undesignated shares of preferred stock available for future designation.

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 (notwithstanding the current terms of our Series B Voting Preferred Stock). 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 incumbent managers and directors from office even if such change were to be favorable to stockholders generally.

There are currently no plans, arrangements, commitments or understandings for the issuance of shares of preferred stock.

As discussed above, the Amendment simply restates the current rights of the Board of Directors of the Company to designate and issue ‘blank check’ preferred stock as set forth in the original Articles of Incorporation of the Company.

Effective Time and Implementation of the Amendment

The effective time for the Amendment will be the date on which we file the Amendment with the office of the Secretary of State of the State of Nevada or such later date and time as specified in the Amendment. We currently anticipate that the Amendment will be effective no earlier than twenty (20) days after this Information Statement has been made available to our stockholders, which we expect to be on or approximately December 14, 2021.