Item 3.03 - MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

Certificate of Designation of Series A Preferred Stock

On December 30, 2019, the Board of Directors, with the approval of a majority vote of its shareholders approved the filing of a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company's Series C Preferred Stock (the "Designation" and the "Series C Preferred Stock"). The Board of Directors authorized the issuance of 101 shares of Series C Preferred Stock, upon the Company filing the Certificate of Designation with the Nevada Secretary of State. The terms of the Certificate of Designation of the Series C Preferred Stock, which was filed and approved by the State of Nevada on December 30, 2019, include the right to vote in aggregate, on all shareholder matters as follows:

Each one (1) share of Series C Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the "Numerator"), divided by (y) 0.49, minus (z) the Numerator. For the avoidance of doubt, if the total issued and outstanding Common Stock eligible to vote at the time of the respective vote is 443,354,541, the voting rights of one share of the Series C Preferred Stock shall be equal to 9,047,663 (e.g. (0.019607 x 443,354,541) / 0.49) - (0.019607 x 443,354,541) = 9,047,663).

With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series C Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Corporation's Articles of Incorporation or by-laws.

A copy of the Certificate of Designation that was filed with the Nevada Secretary of State on December 30, 2019, is attached hereto as Exhibit 3.01 of this Report and is incorporated by reference herein.

On January 9, 2020, the Board of Directors, with the approval of a majority vote of the shareholders approved the filing of a Certificate of Amendment of Designation of the Company's Series B Preferred Stock ("Series B Preferred Stock"). The Board of Directors authorized the increase of authorized shares of the Series B Preferred Stock to 34,999,899 shares by filing the Certificate of Amendment of Designation with the Nevada Secretary of State. The terms of the Certificate of Amendment of Designation of the Series B Preferred Stock, which was filed and approved by the State of Nevada on January 9, 2020 have not otherwise changed as previously filed and disclosed.

A copy of the Certificate of Amendment of Designation that was filed with the Nevada Secretary of State on January 9, 2020, is attached hereto as Exhibit 3.02 of this Report and is incorporated by reference herein.

ITEM 9.01 - Financial Statements and Exhibits





(d) Exhibits



Exhibit
3.01        Copy of the Certificate of Designation of Series C         Filed
          Preferred Stock, dated December 30, 2019, filed with the     Herewith.
          Nevada Secretary of State
3.02        Copy of the Certificate of Amendment of Designation of     Filed
          Series B Preferred Stock, dated January 9, 2020, filed       Herewith.
          with the Nevada Secretary of State

© Edgar Online, source Glimpses