THAT'S A LIE:
SHAREHOLDER APPROVAL
On November ______, 2015, there were 120,976,135 shares of our Common Stock and 5,000,000 Preferred Stock issued and outstanding. Each share of Common Stock has one vote per share on all matters submitted to a vote of our shareholder. Each share of Preferred Stock has 25 votes per share and votes with the Common Stock as a group. Pursuant to Section 78.320 of the NRS, at least a majority of the voting equity of the Company, or at least __________ votes, is required to approve the authorized increase by written consent. Two of our Majority Stockholders, who as of the Record Date collectively hold ______________ shares of Common Stock and ____ shares of the Preferred Stock (approximately _______% of the total class of voting power stock), has voted in favor of the actions, thereby satisfying the requirement under Section 78.320 of the NRS that at least a majority of the voting equity vote in favor of a corporate action by written consent.
The following table sets forth the names of a majority of the shareholders that approved the corporate actions, the number of shares of Common Stock owned by each Shareholder, the total number of shares that the majority of the shareholders voted in favor of the actions, and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.
Name of Shareholder
Number of Common Shares
Owned by Shareholder
Number of Preferred Shares
Owned by Shareholder
Number of shares
of Common Stock
that Voted in
Favor of the Action
Number of shares
of Preferred Stock
that Voted in
Favor of the Action
Percentage
of the Voting
Equity that
Voted in Favor
of the Action
David
Steinberg
8,575,000
2,500,000
8,575,000
2,500,000
27.01%
Casey
Cordes
8,575,000
2,500,000
8,575,000
2,500,000
27.01%
Total
17,150,000
5,000,000
17,150,000
5,000,000
54.02%
ACTION TO BE TAKEN
The action will become effective on the date that we file Certificates of Amendment to the Company’s Articles of Incorporation, as amended, (the “Amendment”), with the State of Nevada. We intend to file the Amendment with the State of Nevada promptly after the twentieth (20th) day following the date on which this Information Statement is mailed to the Stockholders, or upon the further instruction of the Board.
AMENDMENT TO INCREASE AUTHORIZED SHARES
Our Board and a majority of the holders of our Common Stock have approved an amendment to our Articles of Incorporation to increase the Company’s authorized shares of Common Stock from 2,000,000,000 shares to 5,000,000,000 shares. As of the Record Date 120,976,135 Common Stock and 5,000,000 Series B Preferred Stock shares were issued and outstanding and all of the authorized shares of the Company have been reserved for issue. The purpose and effect of increasing the Company’s authorized shares is to augment liquidity, enhance corporate flexibility, and advance the Company’s ability to finance and develop the operations of our business. Increasing the Company’s authorized shares of Common Stock will provide the Company with greater flexibility and allow the issuance of additional shares of Common Stock in most cases without the expense or delay of seeking further approval from its Shareholders.
The increase in our authorized shares of common stock may have the effect of preventing or delaying the acquisition by third parties of a controlling interest in the Company, even though the Majority Stockholders own approximately 54.02% of our currently outstanding voting securities. Our ability to issue a vastly increased number of voting securities may lead to an increase in the number of votes required in order to approve a future change in control and may make it substantially more difficult for third parties to gain control of us through a tender offer, proxy contest, merger or other transaction. The ability to prevent a change in control may deprive our stockholders of any benefits that may result from such a change in control, including the potential realization of a premium over the market price for our common stock that such a transaction may cause. Furthermore, the issuance of a large block of additional shares to parties who may be deemed “friendly” to our Board of Directors may make it more difficult to remove incumbent directors from office, even if such removal would benefit our common stockholders. Despite these potential anti-takeover effects, however, the Board of Directors believed that the financial flexibility afforded by any increase in our authorized common stock outweighed any potential disadvantages. Our management and our Board of Directors have no present intention to use the increased number of authorized common shares for any anti-takeover purpose.
News 
Market Data 
Discover 
