Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 13, 2022 the Company amended its articles of incorporation by amending the designation of the Company’s Series A Preferred
Stock and adding the Designation of Series D Preferred Stock.
The
Series A Preferred Stock was amended to change the voting rights of Series A holders. The holder of the Series A Preferred Stock is entitled
to cast that number of votes on all matters presented for stockholder vote to the stockholders of the Corporation that when taking into
account the votes entitled to be cast by the Series A Preferred stockholder is equal to seventy-five percent (75%) of the total shares
authorized to vote on such matter(s) and such holder shall vote along with holders of the Corporation’s Common Stock on such matters.
The number of votes that the holder of the Series A Preferred shares shall be entitled to cast on a matter at any time shall be determined
pursuant to the following formula:
X
= 3 x Y where
X
is the total number of votes that the holder of the Series A Preferred share is entitled to cast on any matter presented to stockholders
of the Corporation, and
Y
is the total number of authorized shares of the Corporation outstanding and authorized to vote on the matter.
For
example, if the Corporation were to have 100,000,000 shares outstanding and authorized to vote on a matter than the holder of the Series
A Preferred Stock would be entitled to cast 300,000,000 votes on such matter.
The
Company also newly designated the Series D Preferred Stock. The Series D Preferred Stock has the following attributes:
The
holders of the Series D Preferred Stock shall be entitled to any dividend that is payable to the holders of the Corporation’s Common
Stock. The Series D Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank:
(a) senior to the Corporation’s Common Stock, $0.001 par value per share (“Common Stock”); (b) senior, pari passu or
junior with respect to any other series of Preferred Stock, as set forth in the Certificate of Designations with respect to such Preferred
Stock; and (d) junior to all existing and future indebtedness of the Corporation.
At
any time when shares of Series D Preferred Stock are outstanding, the Corporation shall not, either directly or indirectly by amendment,
merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Articles of
Incorporation) the written consent or affirmative vote of the holders of more than 50% of the then outstanding shares of Series D Preferred
Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or
transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect.
Each
share of Series D Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without
the payment of additional consideration by the holder thereof, into that number of fully paid and nonassessable shares of Common Stock
(whether whole or fractional) that have a Fair Market Value, in the aggregate, equal to the Series D Conversion Price. The “Series
D Conversion Price” shall initially be equal to $10.00. “Fair Market Value” shall mean as of any date
of determination, 80% of the average closing price of a share of Common Stock on the principal exchange or market on which such shares
are then trading for the 20 trading days immediately preceding such date.
The
Company shall initially reserve 2,000,000,000 (Two Billion) shares of the Company’s Common Stock for the conversion of the Series
D Preferred Stock. The Corporation shall at all times when the Series D Preferred Stock shall be outstanding, reserve and keep available
out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series D Preferred Stock, such number
of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series
D Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of the Series D Preferred Stock, the Corporation shall take such corporate action as may
be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such
purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment
to the Articles of Incorporation.
The
descriptions of the Series A and Series D contained herein are qualified in their entirety by reference to the full text of the Designations
of the Series A and Series D Preferred Stock filed herewith as exhibits.