UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the
Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary Information Statement
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Confidential, for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
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Definitive Information Statement
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Sipup Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed
on table below per Exchange Act Rules 14c-5(g)
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(1)
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Title of each class
of securities to which transaction applies:
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(2)
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Aggregate number of
securities to which transaction applies:
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(3)
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate
value of transaction:
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Fee paid previously
with preliminary materials.
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Check box if
any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule, or
Registration Statement No.:
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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Regulation
14C
of the Securities Exchange Act of 1934, as
amended
SIPUP CORPORATION
Hamenofim 10
Herzelia, Israel 4614001
1-305-999-5232
January 14, 2022
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
NOTICE IS HEREBY GIVEN that, on January 10, 2022,
the members of the board of directors of Sipup Corporation, a Nevada corporation (the “Company,” “we” or “us”),
and the holders of approximately 55.1% of the voting stock (the “Consenting Stockholders”) of the Company, approved an amendment
(the “Amendment”) to our Articles of Incorporation without a meeting of stockholders, in accordance with the Nevada Revised
Statutes. The Amendment will (i) a change the name of the Company from “Sipup Corporation” to “VeganNation Inc.”;
(ii) increase the authorized share capital of the Company from 75,000,000 shares of common stock, par value $0.001 per share (the “Common
Stock”), to 750,000,000 shares of Common Stock; and (iii) increase the authorized share capital of the Company by providing for
the adoption of 10,000,000 shares of blank check preferred stock, par value $0.001 per share (the “Preferred Stock”).
No action is required by you. The enclosed Information
Statement is being furnished to furnished to all holders of record of the shares of the Common Stock of the Company, as of the close
of business on the record date, January 12, 2022 (the “Record Date”).
Section 78.320 of the Nevada Revised Statutes
provides that any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which
may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock,
having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Because the Consenting Stockholders have voted in favor of the Amendment, and have sufficient
voting power to approve the Amendment, no other stockholder consents will be solicited in connection with the Amendment described in
this Information Statement. The Board is not soliciting your proxy, and proxies are not requested from stockholders.
On the Record Date, there were 70,201,880
shares of Common Stock outstanding.
The purpose of the Information Statement is to
notify our stockholders that the Amendment has been approved by the Consenting Stockholders. You are urged to read the Information Statement
in its entirety for a description of the actions taken by the Consenting Stockholders of the Company. The Actions will become
effective on a date that is not earlier than twenty-one (21) calendar days after this Information Statement is first mailed to our stockholders.
This Information Statement is being mailed on
or about January __, 2022 to stockholders of record on the Record Date. We have asked or will ask brokers and other custodians, nominees
and fiduciaries to forward this Information Statement to the beneficial owners of our common stock held of record by such persons.
This
is Not a Notice of a Meeting of Stockholders and No Stockholders’ Meeting Will Be Held to Consider Any Matter Described Herein.
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By Order of the Board of Directors
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/s/ Isaac Thomas
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Isaac Thomas
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Chief Executive Officer
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SIPUP CORPORATION
Hamenofim 10
Herzelia, Israel 4614001
1-305-999-5232
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C-2 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY’S
STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is being furnished
to the holders of record of the shares of the common stock, par value of $0.001 per share (the “Common Stock”), of Sipup
Corporation, a Nevada corporation (the “Company”), as of the close of business on the record date, January 12, 2022 (the
“Record Date”). The purpose of the Information Statement is to notify our stockholders that on January 10, 2022, the Company
received the written consent in lieu of a meeting (the “Board Consent”) from the members of the board of directors of the
Company (the “Board”) and a written consent in lieu of a meeting from the holders of approximately 55.1% of the voting stock
(the “Consenting Stockholders”) of the Company.
The Board and the Consenting Stockholders adopted
resolutions that authorized an amendment (“Amendment”) to the Company’s Articles of Incorporation (the “Articles”)
to effect (i) a change in the name of the Company from “Sipup Corporation” to VeganNation Inc. (the “Name Change”);
(ii) an increase in the authorized share capital of the Company from 75,000,000 shares of common stock, $0.001 par value per share (the
“Common Stock”) to 750,000,000 shares (the “Authorized Share Increase”); and (iii) an increase in the authorized
share capital of the Company by providing for the adoption (the “Adoption of Preferred Stock”) of 10,000,000 shares of blank
check preferred stock, $0.001 par value per share (the “Preferred Stock”). The Name Change, the Authorized Share Increase
and the Adoption of Preferred Stock shall hereinafter collectively be referred to as the “Actions”.
The Actions will become effective on a date that
is not earlier than twenty-one (21) calendar days after this Information Statement is first mailed to our stockholders.
Because the Consenting Stockholders have voted
in favor of the foregoing actions, and have sufficient voting power to approve such actions, no other consents will be solicited in connection
with the transactions described in this Information Statement. The Board is not soliciting proxies in connection with the adoption of
these actions, and proxies are not requested from stockholders.
This Information Statement is being mailed on
or about January __, 2022 to stockholders of record on the Record Date. We have asked or will ask brokers and other custodians, nominees
and fiduciaries to forward this Information Statement to the beneficial owners of our common stock held of record by such persons
Under provisions of
the Nevada Revised Statutes, stockholders have no appraisal or dissenters’ rights in connection with the matters described in this
Information Statement and we will not independently provide our stockholders with any such right. Section 78.320 of the Nevada Revised
Statutes provides that any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock,
having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Accordingly, pursuant to Section 78.320 of the Nevada Revised Statutes, your approval
is not required and is not being sought.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
SUMMARY INFORMATION
The purpose the Amendment
is to effect the Name Change, the Authorized Share Increase and the Adoption of Preferred Stock. The following is a summary information
regarding the Amendment. This summary does not contain all of the information that may be important to you. You should read in their
entirety this Information Statement and the other documents included or referred to in this Information Statement in order to fully understand
the matters discussed in this Information Statement.
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Why am I receiving this Information Statement?
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It
is for your information only. The Actions were approved on January 10, 2022 by written consent of the Board, and written consent
of the Consenting Stockholders. Under these circumstances, federal securities laws require us to furnish you with this Information
Statement at least 21 calendar days before effecting the Actions.
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Who
is Entitled to Notice?
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Each holder of
record of outstanding shares of our Common Stock on the Record Date is entitled to notice of the actions taken pursuant to the written
consent of the stockholders
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Why
Did the Company Seek Stockholder Approval?
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The approval
of a majority of the voting power of the stockholders of the Company is required to approve the Amendment, implementing the Name
Change, the Authorized Share Increase and the Adoption of Preferred Stock pursuant to Section 78.390 of the Nevada Revised Statutes.
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Why
was the Amendment adopted?
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The Amendment
was adopted for the purposes of providing the Board with the authorization to issue Preferred Stock, increasing the authorized shares
of Common Stock of the Company and changing the name of the Company from “Sipup Corporation” to “VeganNation Inc.”. The
Amendment was approved by the Company for the reasons and benefits described below.
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Am I being asked to approve
the Actions?
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No. The Actions
have already been approved by the holders of a majority of our voting power and the unanimous written consent of our Board of Directors.
No further stockholder approval of the Actions is required.
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What
will the Amendment do?
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Our
Articles of Incorporation authorizes for issuance 75,000,000 shares of Common Stock, of which 70,201.880 shares of Common Stock are
outstanding as of the Record Date. The Amendment will increase our authorized capital stock from 75,000,000 to 750,000,000
shares of Common Stock and 10,000,000 shares of Preferred Stock and will change the name of the Company to “VeganNation Inc..”
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THE AMENDMENT
The principal purposes of the Actions are to
file the Amendment to (i) effect the change the Company’s name to “VeganNation Inc.”; (ii) authorize additional shares
of Common Stock for future issuances; and (iii) authorize shares of Preferred Stock. The Company is currently authorized to issue up
to 75,000,000 shares of Common Stock. As of the Record Date, we had 20,201,880 shares of Common Stock issued and outstanding.
The text of the proposed
Amendment which contains the Name Change, the Authorized Share Increase and the Adoption of Preferred Stock is attached hereto as Appendix
A.
The Name Change
As previously disclosed, on September 30, 2021,
we closed on the transactions contemplated by a Share Exchange Agreement with VeganNation Services, Ltd., a company formed under the
laws of the State of Israel (“VeganNation”) and the shareholders of VeganNation pursuant to which the Company agreed to acquire
100% of the issued and outstanding common stock of VeganNation (hereinafter, the “Acquisition”) in exchange for 41,062,240 shares
of common stock of the Company. As a result of the Acquisition, we are now a global plant-based company building an all-encompassing
conscious consumer ecosystem, connecting and empowering plant-based and sustainable businesses and individuals. Accordingly, we need
to change our name to “VeganNation” to reflect the current business of the Company.
Authorized Share Increase
Although at present we have no immediate plans,
arrangements or understandings providing for the issuance of the additional shares of Common Stock that would be made available for issuance
upon effectiveness of the Authorized Share Increase, such additional shares may be used by us for various purposes in the future without
further approval from our stockholders. The purposes may include, among other things:
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the sale of shares to raise additional capital;
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the issuance of equity incentives to our employees, officers or directors;
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establishment of strategic relationships with other companies and suppliers; and
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acquisition of other businesses or products.
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The availability of additional shares of Common
Stock is particularly important in the event that our Board needs to undertake any of the foregoing actions on an expedited basis and
thus to avoid the time and expense of seeking stockholder approval in connection with a contemplated issuance of common stock.
The Amendment will not affect the terms of the
outstanding Common Stock or the rights of the holders of the Common Stock. However, increasing the number of authorized shares of Common
Stock may result in potential disadvantages incidental to issuing such additional stock and thereby increasing the number of outstanding
shares of Common Stock, such as dilution of the earnings per share, which could have a depressive effect upon the market value of our
Common Stock and an adverse effect on the voting rights of current holders of our common stock as their percentage ownership in our Company
would be reduced.
Following the Authorized
Share Increase, the Company intends to treat stockholders holding the Common Stock in “street name,” through a bank, broker
or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Stockholders who hold their
shares with such a bank, broker or other nominee and who have any questions in this regard are encouraged to contact their nominees.
Issuance of Blank Check Preferred Stock
The current Articles of Incorporation of the
Company do not authorize the Company to issue “blank check” preferred stock. The Board and the holders of approximately 55.1%
of the issued and outstanding shares of our Common Stock have determined that having “blank check” preferred stock would
facilitate corporate financing and other plans of the Company, which are intended to foster its growth and flexibility. After the
effective date of the Amendment, the blank check Preferred Stock could be issued by the Board without further stockholder approval, in
one or more series, and with such dividend rates and rights, liquidation preferences, voting rights, conversion rights, rights and terms
of redemption and other rights, preferences, and privileges as determined by the Board. That is the reason the Preferred Stock is referred
to as “blank check preferred stock.” The Board believes that the complexity of modern business financing and possible future
transactions require greater flexibility in the Company's capital structure than currently exists. The Board is permitted to issue Preferred
Stock from time to time for any proper corporate purpose, including acquisitions of other businesses or properties and the raising of
additional capital. Shares of Preferred Stock could be issued publicly or privately, in one or more series that could rank
senior to our Common Stock with respect to dividends and liquidation rights.
There are no present plans, understandings or
agreements for, and the Company is not engaged in any negotiations which will involve the issuance of Preferred Stock.
Certain Risk Factors Associated with the
Authorized Share Increase and Adoption of Preferred Stock
In evaluating the Authorized
Share Increase and the Adoption of Preferred Stock, the Board also took into consideration negative factors associated with authorized
share increases and the adoption of blank check preferred stock. These factors included the negative perception by some investors, analysts
and other stock market participants. Shares of voting or convertible Preferred Stock could be issued, or rights to purchase such shares
could be issued, to create voting impediments or to frustrate persons seeking to effect a takeover or otherwise gain control of the Company.
The ability of the Board to issue such shares of Preferred Stock, with rights and preferences it deems advisable, could discourage an
attempt by a party to acquire control of the Company by tender offer or other means. Such issuances could therefore deprive stockholders
of benefits that could result from such an attempt, such as the realization of a premium over the market price for their shares in a tender
offer or the temporary increase in market price that such an attempt could cause. Moreover, the issuance of such shares of Preferred Stock
to persons friendly to the Board could make it more difficult to remove incumbent managers and directors from office even if such change
were to be favorable to stockholders generally. At the present time, the Company is not aware of any contemplated mergers, tender offers
or other plans by a third party to attempt to effect a change in control of the Company. While the Amendment may have anti-takeover ramifications,
the Board of Directors believes that financial flexibility offered by the amendment outweighs any disadvantages.
There can be no assurance
that the market price per share of the Common Stock after the Actions will remain unchanged. In the long term the price per share depends
on many factors, including our performance, prospects and other factors, some of which are unrelated to the number of shares outstanding.
If the Actions are consummated and the trading price of the Common Stock declines, the percentage decline as an absolute number and as
a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of the Authorized Share
Increase. The history of similar authorized share increases for companies in similar circumstances is varied.
The Board, however, has
determined that the potential benefit of the Authorized Share Increase and the Adoption of Preferred Stock outweigh the potential disadvantages
associated with the increase in the authorized shares of Common Stock and the authorization of blank check Preferred Stock. The Board
believes that such increase would provide greater flexibility to pursue corporate transactions and relationships which have the potential
to facilitate the Company’s growth and development and its ability to compete successfully. If we fail to facilitate growth and
development, we may not be able to generate revenues or achieve profitability, and our stockholders may lose their entire investment in
us.
Appraisal Rights
Under the Nevada Revised Statutes, our stockholders are not entitled
to dissenters’ or appraisal rights with respect to the proposed Actions and changes to our Articles of Incorporation and we will
not independently provide our stockholders with any such rights.
THE AMENDMENT TO OUR ARTICLES OF INCORPORATION
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE FAIRNESS OR MERIT OF THE AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT
AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table lists, as of the Record Date
the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3)
of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding Common Stock;
(ii) each officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership
of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial
ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial
owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting
of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also
deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under
the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and
a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Except as noted
below, each person has sole voting and investment power with respect to the shares.
Unless otherwise indicated below, the address
of each person listed in the table below is c/o Sipup Corporation, Hamenofim 10, Herzelia, Israel 4614001.
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Shares of
Common
Stock (1)
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Percent of
Class
(2)
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Executive Officers and Directors
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9,854,938
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6.21
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Isaac Thomas, Chief Executive Officer & Director
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*
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Yochai Ozeri, Chief Financial Officer & Director
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-
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*
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Netanel Salomon, Vice President & Director
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-
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*
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Baruch Yadid, Director
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5% or more Shareholders
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Adi Zim Holdings Ltd. (2)
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10,215,429
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16.69
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%
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Kukac LLC (4)
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4,285,578
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7
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%
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Extra Holdings Israel Ltd (5)
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4,285,686
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7
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%
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Shneor Shapira
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9,854,938
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16.1
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%
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Yosef Haim Raybi
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9,854,938
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16.1
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%
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(1)
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Under Rule 13d-3 of the Exchange
Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and
(ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed
to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In
addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person)
by reason of these acquisition rights.
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(2)
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Mr. Adi Zim holds sole voting
and dispositive control of these securities. The address of Adi Zim Holdings Ltd. is Yosef Klausner 10, Ramla Israel. Includes
1,714,346 shares the selling stockholder has the right to acquire through the exercise of a common stock warrant.
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(3)
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Mr. Isaac Thomas is the sole member
of Vegan Point LLC. He is also the CEO of the Company.
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(4)
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Includes 2,857,052 shares the
selling stockholder has the right to acquire through the exercise of a common stock warrant. Glen Barnett has the power to vote or dispose
of the securities held of record by the selling stockholder and may be deemed to beneficially own those securities. Mr. Barnett disclaims
beneficial ownership with respect to such shares.
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(5)
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Includes 2,857,124 shares the
selling stockholder has the right to acquire through the exercise of a common stock warrant. Ari Rosenberg has the power to vote or dispose
of the securities held of record by the selling stockholder and may be deemed to beneficially own those securities. Mr. Rosenberg disclaims
beneficial ownership with respect to such shares.
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DISTRIBUTION AND COST
We will pay all costs associated with the distribution
of this Information Statement, including the costs of printing and mailing. If hard copies of the materials are requested, we will send
only one Information Statement and other corporate mailings to stockholders who share a single address unless we received contrary instructions
from any stockholder at that address. This practice, known as “householding”, is designed to reduce our printing and postage
costs. However, the Company will deliver promptly upon written or oral request a separate copy of this Information Statement to a stockholder
at a shared address to which a single copy of this Information Statement was delivered. You may make such a written or oral request by
sending a written notification stating (a) your name, (b) your shared address, and (c) the address to which the Company should direct
the additional copy of this Information Statement, to Sipup Corporation at the address above. Additionally, if current stockholders with
a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail
one copy of future mailings to stockholders at the shared address, notification of such request may also be made in the same manner by
mail or telephone to the Company’s principal executive offices.
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference”
information into this Information Statement, which means that we can disclose important information to you by referring you to other documents
that we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this Information
Statement. This Information Statement incorporates by reference the following documents:
1. Our Annual Report on Form 10-K for the year ended November 30, 2020, filed with the SEC on May 20, 2021;
2. Our Quarterly Report on
Form 10-Q for the quarter ended February 28, 2021, filed with the SEC on May 26, 2021;
3. Our Quarterly Report on
Form 10-Q for the quarter ended May 31, 2021, filed with the SEC on September 24, 2021;
4. Our Quarterly Report on
Form 10-Q for the quarter ended August 31, 2021, filed with the SEC on October 20, 2021;
5. Our Quarterly Report on
Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on November 22, 2021;
6. Our
Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2021, filed with the SEC on December 6, 2021; and
7. Our Current Report on
Form 8-K, dated September 30, 2021, filed with the SEC on October 6, 2021; and
8. Our Current Report on
8-K, dated November 30, 2021, filed with the SEC on November 30, 2021.
Where
You Can Find More Information
You may read and copy any reports, statements
or other information filed by us at the public reference facilities maintained by the SEC in Room 1590, 100 F Street, N.E.,
Washington, D.C. 20549. The SEC maintains a website that contains reports, proxy and information statements and other information,
including those filed by us, at http://www.sec.gov. You may also access the SEC filings and obtain other information about us through
our website, which is www.VeganNation.io. The information contained on the website is not incorporated by reference in, or in any
way part of, this Information Statement.
INTEREST OF CERTAIN PERSONS IN OR IN
OPPOSITION TO MATTERS TO BE ACTED UPON
Other than as described herein, no other person
has any interest, direct or indirect, by security holdings or otherwise, in the matters herein which is not shared by all other stockholders.
OTHER MATTERS
The Board knows of no other matters other than
those described in this Information Statement which have been approved or considered by the holders of a majority of the shares of the
Company’s voting stock.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION
STATEMENT, PLEASE CONTACT:
Sipup Corporation
Hamenofim 10
Herzelia, Israel 4614001
1-305-999-5232
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR
YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF CERTAIN TRANSACTIONS ENTERED INTO BY THE
COMPANY.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
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By Order of the Board,
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/s/ Isaac Thomas
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Isaac Thomas
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Chief Executive Officer
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APPENDIX A
CERTIFICATE
OF AMENDMENT
TO THE
articles
OF INCORPORATION
OF
SIPUP
CORPRATION
(Pursuant to NRS 78.385 and 78.390 - After Issuance
of Stock)
Sipup Corporation, a corporation organized and
existing under the laws of the State of Nevada, hereby certifies as follows:
Article 1 of the Corporation’s Articles of Incorporation shall
be amended as follows:
“The name of the Corporation is Vegan.”
Article 4.1 of the Articles of Incorporation shall
be amended and restated in its entirety to read as follows:
4.1 Number of Authorized Shares:
Par Value. The Corporation is authorized to issue seven hundred sixty million (760,000,000) shares of capital stock, consisting
of (i) 750,000,000 shares of Common Stock, par value $.001 per share (“Common Stock”) and (ii) 10,000,000 shares of preferred
stock, par value $.001 per share (the “Preferred Stock”).
The Board of Directors of
the Corporation (the “Board”) is authorized, subject to the rights of the holders of any then outstanding shares of Preferred
Stock and limitations prescribed by law, to provide for the issuance of the shares of unissued and undesignated Preferred Stock, in one
or more classes or series, and by filing a certificate pursuant to the applicable law of the State of Nevada, to establish from time to
time the number of shares to be included in each such class or series, and to fix the designation, powers, preferences and rights of the
shares of each such class or series and the qualifications, limitations or restrictions thereof. Without limiting the generality of the
grant of authority contained in the preceding sentence, but subject to the rights of the holders of then outstanding Preferred Stock,
the Board is authorized to determine any or all of the following, and the shares of each class or series may vary from the shares of any
other class or series in any or all of the following aspects:
(i) The
number of shares of such class or series (which may subsequently be increased, except as otherwise provided by the resolutions of the
Board providing for the issuance of such class or series, or decreased to a number not less than the number of shares then outstanding)
and the distinctive designation thereof;
(ii) The
dividend rights, if any, of such class or series, the dividend preferences, if any, as between such class or series and any other class
or series of stock, whether and the extent to which shares of such class or series shall be entitled to participate in dividends with
shares of any other class or series of stock, whether and the extent to which dividends on such class or series shall be cumulative, and
any limitations, restrictions or conditions on the payment of such dividends;
(iii) The
time or times during which, the price or prices at which, and any other terms or conditions on which the shares of such class or series
may be redeemed, if redeemable;
(iv) The
rights of such class or series, and the preferences, if any, as between such class or series and any other class or series of stock, in
the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation and whether and the extent to which
shares of any such class or series shall be entitled to participate in such event with any other class or series of stock;
(v) The
voting powers, if any, in addition to the voting powers prescribed by law, of shares of such class or series, and the terms of exercise
of such voting powers;
(vi) Whether
shares of such class or series shall be convertible into or exchangeable for shares of any other class or series of stock, or any other
securities, and the terms and conditions, if any, applicable to such rights;
(vii) The
terms and conditions, if any, of any purchase, retirement or sinking fund which may be provided for the shares of such class or series;
(viii) Whether
shares of such class or series may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the
Corporation or any subsidiary of the Corporation, upon the issue of any additional shares (of such class or series or of any other class
or series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition
by the Corporation or any subsidiary of, any outstanding shares of the Corporation; and
(ix) Such
other relative participating, optional or other special rights, qualifications, limitations or restrictions thereof; all as shall be determined
by the Board and stated in the certificate or said resolution or resolutions providing for the issuance of such class or series of Preferred
Stock.
Any of the powers, preferences, rights and qualifications,
limitations, restrictions or designations of any such class or series of Preferred Stock may be made dependent upon facts ascertainable
outside of the certificate or the resolution or resolutions adopted by the Board providing for the designation or issuance of such Preferred
Stock pursuant to the authority vested in the Board; provided, that the manner in which such facts shall operate upon the powers, preferences,
rights and qualifications, limitations, restrictions or designations of such class or series of Preferred Stock is clearly and expressly
set forth in the certificate or the resolution or resolutions providing for the issuance of such Preferred Stock.
IN WITNESS WHEREOF,
this Certificate of Amendment of the Articles of Incorporation has been executed as of this ______ day of __________, 2022.
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/s/ Isaac Thomas
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Isaac Thomas
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Chief Executive Officer
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10
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