International Aerospace Enterprises, Inc.(fka IARO)

[dvan]

The Board of Directors believes that authorizing it to effectuate this increase in the number of authorized shares is in the best interest of IAE and its stockholders in that it could be obligated to issue common stock upon conversion of certain existing outstanding convertible debt in excess of the amount authorized and it will provide the Company with available shares that could be issued upon such conversion and for various corporate purposes, including acquisitions, stock dividends, stock splits, stock options, convertible debt and equity financings for other corporate purposes which may be identified in the future, as the board of directors determines in its discretion.