M Line Holdings Inc (MLHC)

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MLHC: The increase in the number of authorized shares of Common Stock from five hundred million (500,000,000) shares of Common Stock to one billion (1,000,000,000) shares of Common Stock (the “ Authorized Share Increase ”); and

Authorizing up to twenty million (20,000,000) shares of “blank-check” preferred stock of the Company, par value $0.001 (the “ Preferred Stock Authorization ”).

On May 9, 2014, the Board of Directors of the Company (“ Board ”) approved the Authorized Share Increase and the Preferred Stock Authorization and recommended to the Majority Stockholders that they approve the Authorized Share Increase. On May 9, 2014, the Majority Stockholders approved the Authorized Share Increase and Preferred Stock Authorization by written consent in lieu of a meeting in accordance with the Nevada Revised Statutes. Accordingly, your consent is not required and is not being solicited in connection with the approval of the Authorized Share Increase.

We will mail the Notice of Stockholder Action by Written Consent to the Stockholders on or about May 28, 2014.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.

The Board believes the Authorized Share Increase is necessary and advisable in order to maintain the Company’s financing and capital raising ability and to generally maintain our flexibility in today’s competitive and rapidly changing environment.

Accordingly, it is the Board’s opinion that the Authorized Share Increase would better position the Company to attract potential business candidates and provide the Stockholders a greater potential return.

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