Healthier Choices Mgmt Corp (HCMC)

[Davis_Elite]

This is from the revised form this morning

Page 7

Our Board has unanimously determined that it is in the best interests of the Company and our stockholders to amend Section 4 of the Certificate of Incorporation (such amendment as shown in Appendix B) to effect a reverse stock split of our issued and outstanding shares of Common Stock at a ratio of not less than one-for-ten thousand shares (1:10,000) and not greater than one-for-twenty thousand (1:20,000) shares, with the exact ratio to be set as a whole number at or within this range as determined by our Board (the “Reverse Stock Split”).

Page 9

CommonStock underlying warrants(1): [80,874,389,421]

http://www.sec.gov/Archives/edgar/data/844856/000157104916011938/t1600446_prer14a.htm