NOTICE IS HEREBY GIVEN that, on December 22, 2014, the Company obtained the unanimous written consent of its Board of Directors and the written consent of stockholders holding 2,500,000 preferred shares representing 53.99% of the outstanding capital shares to effectuate a 1 for 400 reverse split of all outstanding capital shares.
OUTSTANDING SHARES AND VOTING RIGHTS
As of December ___, 2014 (the “Record Date”), the Company’s authorized capitalization consisted of 2,000,000,000 common shares, of which 1,065,115,769 common shares were issued and outstanding, and 20,000,000 Series B preferred shares, of which 2,500,000 are issued and outstanding.
Each common share of the Company entitles its holder to one vote on each matter submitted to the Company’s stockholders. Each Series B preferred share of the Company entitles its holder to 500 votes on each matter submitted to the Company’s stockholders. However, because the majority stockholder has consented to the foregoing action by resolution dated December __, 2014, in lieu of a special meeting in accordance with Sections 78.315 and 78.320 of the Nevada Revised Statutes, no other stockholder vote will be solicited in connection with this Information Statement.
REVERSE SPLIT
The Board of Directors and majority shareholder has authorized a 1 for 400 reverse split. Any fractional shares will be rounded up to the next whole number. Stockholders have no right under the Nevada Revised Statutes, the Company’s Articles of Incorporation, or the Company’s Bylaws to exercise dissenters’ rights of appraisal with respect to the reverse split.
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