INFORMATION
STATEMENT
OF
ENDO
NETWORKS, INC.
Room
2205, Suite A, Zhengxin Bldg.,
No.5,
Gaoxin 1st Road,
Gao
Xin
District, Xi’an, Shaanxi Province,
People’s
Republic of China
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
The
actions described in this Information Statement have already been approved
by
our majority stockholder.
A
vote of the remaining stockholders is not necessary.
This
Information Statement is first being furnished on or around December 18,
2006 to
the stockholders of record as of the close of business on November 30, 2006
of
the common stock of Endo Networks, Inc., a Nevada corporation (the
“Company”).
A
total
of seven stockholders holding 17,697,296 shares of the Company’s issued and
outstanding shares of common stock that are entitled to vote on the matters
described in this information statement, have consented in writing to the
actions described below. The shares of the Company’s capital stock entitled to
vote on these actions are referred to in this information statement as the
“Voting Shares.” Such approval and consent constitute the approval and consent
of holders of a majority of the total number of the Voting Shares and are
sufficient under the Nevada Revised Statutes and the Company’s Bylaws to approve
the action. Accordingly, the action will not be submitted to the other
stockholders of the Company for a vote, and this information statement is
being
furnished to stockholders to provide them with certain information concerning
the action in accordance with the requirements of the Securities Exchange
Act of
1934, as amended, and the regulations promulgated thereunder, including
Regulation 14C.
ACTION
BY
CONSENTING
STOCKHOLDERS
GENERAL
The
Company will pay all costs associated with the distribution of this information
statement, including the costs of printing and mailing. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries
for
reasonable expenses incurred by them in sending this information statement
to
the beneficial owners of the Company’s common and preferred stock.
The
Company will only deliver one information statement to multiple security
holders
sharing an address unless the Company has received contrary instructions
from
one or more of the security holders. Upon written or oral request, the Company
will promptly deliver a separate copy of this information statement and any
future annual reports and information statements to any security holder at
a
shared address to which a single copy of this information statement was
delivered, or deliver a single copy of this information statement and any
future
annual reports and information statements to any security holder or holders
sharing an address to which multiple copies are now delivered. You should
direct
any such requests to the following address:
Endo
Networks, Inc.
Room
2205, Suite A, Zhengxin Bldg.,
No.5,
Gaoxin 1st Road,
Gao
Xin
District, Xi’an, Shaanxi Province,
People’s
Republic of China
Tel:
8629-8406-7376
INFORMATION
ON CONSENTING STOCKHOLDERS
Pursuant
to the Company’s Bylaws and the Nevada Revised Statutes, a vote by the holders
of at least a majority of the outstanding shares of the Company entitled
to vote
(the “Voting Shares”) is required to effect the action described herein. The
Company’s Articles of Incorporation does not authorize cumulative voting for
this matter. As of the record date, the Company had 28,227,250 voting shares
issued and outstanding, consisting entirely of common stock, which for voting
purposes are entitled to one vote per share. The consenting majority
stockholders are the record and beneficial owners of a total of 17,697,296
shares of the Company’s common stock, which represents approximately 62.70% of
the total number of Voting Shares. Pursuant to Nevada Revised Statutes, Section
78.320(2), the consenting majority stockholders voted in favor of the actions
described herein in a written consent, dated November 27, 2006, attached
hereto
as Exhibit
1.
No
consideration was paid for their consent. The consenting stockholders’ names,
affiliation with the Company and its beneficial holdings are as follows:
|
Name
|
|
Affiliation
|
|
Voting
Shares
|
|
Percentage
|
|
Baowen
Ren
|
|
Chief
Executive Officer, President & Chairman of the Board of
Directors
|
|
9,597,232
|
|
34.00%
|
|
Wenjie
Zhang
|
|
Director
|
|
1,269,234
|
|
4.50%
|
|
Haiyun
Chen
|
|
Stockholder
|
|
1,382,001
|
|
4.90%
|
|
Xiaoli
Ren
|
|
Stockholder
|
|
1,382,001
|
|
4.90%
|
|
Yanjun
Zhao
|
|
Stockholder
|
|
1,355,609
|
|
4.80%
|
|
Xuejue
Ding
|
|
Stockholder
|
|
1,355,609
|
|
4.80%
|
|
Yamin
Ren
|
|
Stockholder
|
|
1,355,609
|
|
4.80%
|
|
TOTAL
|
|
|
|
17,697,296
|
|
62.70%
|
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON
None.
PROPOSALS
BY SECURITY HOLDERS
None.
DISSENTERS’
RIGHT OF APPRAISAL
None.
RECENT
CHANGES IN CONTROL
Company
Overview
The
Company, through its wholly owned subsidiary Hangson Limited, a British Virgin
Islands company (“Hangson”) and Hangson’s variable interest operating business
entity Shaanxi Suo’ang Biological Science & Technology Co., Ltd., a limited
liability company organized in the People’s Republic of China, is engaged in the
production and sale of coal-polymer (“COPO”) resin products, including but not
limited to, degradable mulch used for the conservation of moisture and warmth
of
soil and protection of the roots of plants, and materials used for plastic
injection molding, electric wire covering, and garbage bags. The Company
is also
engaged in the development, production and sale of “coal-water mixture,” which
is a potential fuel substitute for coal, oil or gas.
October
2006 Change in Control
On
October 18, 2006, Endo Networks, Inc. (the “Company” or “Endo”) executed a Share
Exchange Agreement (the “Exchange Agreement”) by and among Hangson, and the
stockholders of 100% of Hangson’s common stock (the “Hangson Stockholders”), on
the one hand, and the Company and a majority of the Company’s stockholders
(“Endo Stockholders”), on the other hand. The closing of this transaction
(the “Closing”) occurred on October 20, 2006 (the “Closing Date”).
Under
the
Exchange Agreement, on the Closing Date, the Company issued a total of
26,000,000 shares of the Company’s Common Stock (the “ENDO Shares”) to the
Hangson Stockholders and to Viking Partners, Inc. (“Viking”), a consultant in
this transaction, in exchange for 100% of the common stock of Hangson.
Additionally, immediately prior to the Closing, Peter B. Day, Endo’s former
President, CEO and sole director voluntarily cancelled 715,500 (post 1-for-5
reverse split) shares of the 915,500 (post 1-for-5 reverse split) shares
of the Company’s common stock that he owns; and three of Endo’s other
shareholders also voluntarily cancelled a total of 438,850 (post 1-for-5
reverse
split) shares of Endo’s common stock that they own. Also pursuant to the
Exchange Agreement, and as approved by a majority of the
Company’s shareholders, Endo split its common stock on a 1-for-5 reverse
basis (the “Reverse Split”) prior to the Closing Date. Further, prior to the
Closing, the Company issued an additional 669,600 shares after the Reverse
Split
pursuant to certain anti-dilution provisions contained in agreements the
Company had with two of Endo’s consultants. After the share cancellations,
the Reverse Split and the consultant anti-dilution share issuances, Endo
had a total of approximately 2,226,723 shares of common stock outstanding.
After the Closing, the Company had approximately 28,227,250 shares of
common stock outstanding, with the Hangson Stockholders
and Viking owning approximately 92.11% of the
Company’s common stock, and with the balance of the Company’s common
stock held by those who held the Company’s shares prior to the Share
Exchange. In addition, at the Closing, Hangson paid Endo creditors and
Viking a total of US $500,000 for consulting services rendered, in order
to
satisfy certain obligations as set forth in the Exchange Agreement.
Pursuant
to the Exchange Agreement, on October 19, 2006, the Company filed and mailed
a
Schedule 14f-1 Information Statement (“Schedule 14f-1”) to inform the Company’s
shareholders of a majority change of the members of the Company’s board of
directors, which change shall be effective 10 days after the mailing of the
Schedule 14f-1. Effective on October 29, 2006, three new directors were
appointed to Endo’s board of directors: Mr. Baowen Ren, who will serve as
Chairman of the Board, Mr. Wenjie Zhang, and Mr. Peng Zhou. Furthermore,
concurrent with the closing of the Exchange Agreement on October 20, 2006,
Mr.
Peter B. Day, the former CEO, CFO, Secretary and President of the Company,
resigned from these positions. On October 20, 2006, following the resignation
of
Mr. Day, Mr. Baowen Ren was appointed Chief Executive Officer and
President, and Ms. Caixia Peng was appointed as Chief Financial Officer and
Treasurer.
A
more
detailed description of the above transactions can be found in the Company’s
Current Report on Form 8-K filed with the SEC on October 26, 2006.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the beneficial ownership
of our
common stock as of November 30, 2006, for each of the following persons:
• each
of
our directors and named executive officers;
• all
directors and named executive officers as a group; and
• each
person who is known by us to own beneficially five percent or more of our
common
stock.
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission. Unless otherwise indicated in the table, the persons
and
entities named in the table have sole voting and sole investment power with
respect to the shares set forth opposite the stockholder’s name. Unless
otherwise indicated, the address of each beneficial owner listed below is
Room
2205, Suite A, Zhengxin Bldg., No.5, Gaoxin 1st Road, Gao Xin District, Xi’an,
Shaanxi Province, People’s Republic of China. The percentage of class
beneficially owned set forth below is based on 28,227,250 shares of common
stock
outstanding on November 30, 2006.
|
Named
executive officers and directors:
|
|
Number
of
Shares
beneficially
owned
|
|
Percentage of
class beneficially
owned
(1)
|
|
| |
|
|
|
|
|
|
|
|
Baowen
Ren
|
|
|
9,597,232
|
|
|
34.00
|
%
|
|
Wenjie
Zhang
|
|
|
1,269,234
|
|
|
4.50
|
%
|
|
Peng
Zhou
|
|
|
0
|
|
|
0.0
|
%
|
|
Caixia
Peng
|
|
|
0
|
|
|
0.0
|
%
|
|
All
directors and executive officers as a group (4 persons)
|
|
|
10,866,466
|
|
|
38.50
|
%
|
(1) Based
on
28,227,250 shares outstanding.
NOTICE
TO STOCKHOLDERS OF ACTIONS
APPROVED
BY CONSENTING MAJORITY STOCKHOLDERS
The
following actions were approved by written consent of the Board of Directors
and
the consenting majority stockholders:
ACTION
1
AMENDMENT
TO THE ARTICLES OF INCORPORATION
TO
INCREASE THE AUTHORIZED SHARES OF THE COMPANY’S CAPITAL
STOCK
The
Company’s Board of Directors and its consenting majority stockholders have
adopted and approved an amendment to increase the number of the Company’s
authorized shares of capital stock from 50,000,000 to 250,000,000 total
authorized shares of capital stock. The capital stock shall consist of
200,000,000 authorized shares of common stock, $0.001 par value per share,
and
50,000,000 authorized shares of preferred stock, with a par value $0.001
per
share (hereinafter the “Authorized Shares Amendment”). The text of the
resolutions approving the amendment is attached hereto as Exhibit
1.
The
Authorized Shares Amendment will be implemented by filing a Certificate of
Amendment with the Secretary of State of the State of Nevada, a form of which
is
attached as Exhibit
A
to the
resolution set forth as Exhibit
1.
Under
Federal Securities laws, the Company cannot file the Certificate of Amendment
until at least 20 days after the mailing of this Information
Statement.
As
of the
record date, the authorized number of shares of the Company’s capital stock
consists solely of 50,000,000 shares of Common Stock, of which 28,227,250
shares
are outstanding. If we are authorized to issue 250,000,000 shares of capital
stock, of which 200,000,000 shares shall be common stock and 50,000,000 shares
shall be preferred stock, then we will be able to issue approximately an
additional 171,772,750 shares of common stock and 50,000,000 shares of preferred
stock.
We
have
no current plans to issue any of the additional authorized but unissued shares
of the common stock and preferred stock that will become available as a result
of the filing of the Amendment. The Management of the Company believes that
additional authorized shares are needed to provide the Company adequate
flexibility to engage in future capital raising transactions, acquisitions
or
other transactions which might require the issuance of common stock and/or
preferred stock. The future issuance of additional shares of common stock
or
preferred stock on other than a pro rata basis to existing stockholders will
dilute the ownership of the current stockholders, as well as their proportionate
voting rights.
Although
this action is not intended to have any anti-takeover effect and is not part
of
any series of anti-takeover measures contained in any debt instruments or
the
Articles of Incorporation or the Bylaws of the Company in effect on the date
of
this Information Statement, the Company’s stockholders should note that the
availability of additional authorized and unissued shares of common stock
could
make any attempt to gain control of the Company or the Board more difficult
or
time consuming and that the availability of additional authorized and unissued
shares might make it more difficult to remove management. Although the Board
currently has no intention of doing so, shares of common stock could be issued
by the Board to dilute the percentage of common stock owned by a significant
stockholder and increase the cost of, or the number of, voting shares necessary
to acquire control of the Board or to meet the voting requirements imposed
by
Nevada law with respect to a merger or other business combination involving
the
Company.
Before
and immediately following the Authorized Shares Amendment, the number of
shares
of the Company’s capital stock will be as follows:
|
|
|
Common
Stock Outstanding
|
|
Authorized
Common Stock
|
|
Preferred
Stock Outstanding
|
|
Authorized
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
Pre
Authorized Shares Amendment
|
|
28,227,250
|
|
50,000,000
|
|
None
|
|
None
authorized
|
|
|
|
|
|
|
|
|
|
|
|
Post
Authorized Shares Amendment
|
|
28,227,250
|
|
200,000,000
|
|
0
|
|
50,000,000
|
ACTION
2
AMENDMENT
TO THE ARTICLES OF INCORPORATION TO
CHANGE
THE COMPANY'S NAME
The
consenting stockholders adopted and approved an amendment to the Company’s
Articles of Incorporation to change the Company’s name to “China West Coal
Energy Inc.” (the “Name Change”).
The
amendment will be referred to in this Information Statement as the “Amendment.”
The text of the Amendment is attached to this Information Statement as
Exhibit
A
to the
resolution set forth as Exhibit
1.
The
Amendment will become effective once it is filed with the Secretary of State
of
Nevada. Under Federal securities laws, the Company cannot file the Amendment
until at least 20 days after mailing this Information Statement to our
stockholders.
The
consenting stockholders approved the Name Change based on management’s
recommendation and view that the name “China West Coal Energy Inc.” provides for
improved branding and a better description of the Company’s business and
operations. The consenting stockholders also approved, based on management’s
recommendation, a Certificate of Amendment to the Company’s Articles of
Incorporation in order to effectuate the Name Change.
WHERE
YOU CAN FIND MORE INFORMATION
We
are
subject to the information and reporting requirements of the Exchange Act
and in
accordance with the Exchange Act, we file periodic reports, documents and
other
information with the SEC relating to our business, financial statements and
other matters. These reports and other information may be inspected and are
available for copying at the offices of the SEC, 450 Fifth Street, NW,
Washington, DC 20549 or may be accessed on the SEC website at
www.sec.gov.
EXHIBIT
1
JOINT
WRITTEN CONSENT OF THE
BOARD
OF DIRECTORS
AND
THE
MAJORITY STOCKHOLDERS
OF
ENDO
NETWORKS, INC.
a
Nevada Corporation
The
undersigned, being all of the members of the Board of Directors and the holders
of at least a majority of the outstanding capital stock of Endo Networks,
Inc.,
a Nevada corporation (the “Corporation”), acting pursuant to the authority
granted by Sections 78.207, 78.385, 78.390, 78.315 and 78.320 of the Nevada
General Corporation Law, and the By-Laws of the Corporation, do hereby adopt
the
following resolutions by written consent as of November 27, 2006:
AMENDMENT
TO ARTICLES OF INCORPORATION
TO
INCREASE THE AUTHORIZED SHARES OF CAPITAL STOCK
WHEREAS,
the
undersigned have determined, after reviewing the number of currently issued,
outstanding shares of the Corporation, that it is in the best interests of
the
Corporation and its stockholders for the authorized shares of capital stock
of
the Corporation to be increased to an aggregate total of 250,000,000 shares
of
capital stock with a par value of $0.001 per share, and which capital stock
shall include 200,000,000 authorized shares of common stock with a par value
of
$0.001 per share, and 50,000,000 authorized shares of preferred stock with
a par
value of $0.001 per share (this amendment is hereinafter referred to as the
“Authorized Shares Amendment”);
WHEREAS,
subject
to and in compliance with Rule 14c-2 promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and the Nevada Revised Statutes, it
is deemed to be in the best interests of the Corporation and its stockholders
that the Corporation set a record date of November 30, 2006 (the “Record Date”)
in connection with the notice required for the Authorized Shares Amendment
and
also the Name Change discussed below;
NOW,
THEREFORE, BE IT RESOLVED,
that
the undersigned majority stockholders and the Board of Directors hereby adopt
and approve the Authorized Share Amendment;
RESOLVED
FURTHER,
that
subject to and in compliance with the Exchange Act, the Corporation is hereby
authorized to file with
the
Secretary of State of the State of Nevada a
Certificate of Amendment to the Corporation’s Articles of Incorporation amending
and restating ARTICLE SIX in its entirety as set forth in Exhibit
A
attached
hereto, in order to increase the number of authorized shares of the
Corporation’s capital stock to an aggregate total of 250,000,000 shares of
capital stock with a par value of $0.001 per share, and which capital stock
shall consist of 200,000,000 authorized shares of common stock with a par
value
of $0.001 per share, and 50,000,000 authorized shares of preferred stock
with a
par value of $0.001 per share;
RESOLVED
FURTHER,
that
any officer of the Corporation, acting alone, be and hereby is authorized,
empowered and directed, for and on behalf of the Corporation, to execute
and
file with the Securities and Exchange Commission a Schedule 14C Information
Statement (the “Schedule 14C”) informing the stockholders of the Corporation who
are not signatory hereto of the action taken hereby;
RESOLVED
FURTHER,
that
stockholders of record on November 30, 2006 are the stockholders entitled
to
consent to the Certificate of Amendment and to receive notice of such action
pursuant to Rule 14c-2 of the Securities Exchange Act of 1934;
RESOLVED
FURTHER,
that,
upon effectiveness of the Schedule 14C, any executive officer of the
Corporation, acting alone, be and hereby is authorized, empowered and directed,
for and on behalf of the Corporation, to execute and file with the Secretary
of
State of the State of Nevada the Certificate of Amendment, in accordance
with
applicable law;
RESOLVED
FURTHER,
that
the Corporation’s Chief Executive Officer, acting alone, be and hereby is
authorized, empowered and directed, for and on behalf of the Corporation,
to
take such further action and execute and deliver any additional agreements,
instruments, certificates, filings or other documents and to take any additional
steps as such officer deems necessary or appropriate to effectuate the purposes
of the foregoing resolutions;
RESOLVED
FURTHER,
that
any action or actions heretofore taken by any officer of the Corporation
for and
on behalf of the Corporation in connection with the foregoing resolutions
are
hereby ratified and approved as the actions of the Corporation.
AMENDMENT
TO ARTICLES OF INCORPORATION
(NAME
CHANGE)
WHEREAS,
it is
proposed that the Corporation amend its Articles of Incorporation to change
the
name of the Corporation (the “Name Change”) to “China West Coal Energy
Inc.”
NOW,
THEREFORE, BE IT RESOLVED,
that
the
undersigned majority stockholders and the Board of Directors hereby adopt
and
approve the Name
Change to “China
West Coal Energy Inc.”;
RESOLVED
FURTHER,
that,
to effectuate the Name Change, ARTICLE ONE of the Corporation’s Articles of
Incorporation, as amended and in effect on the date hereof, be amended and
restated in its entirety as set forth in Exhibit
A
attached
hereto;
RESOLVED
FURTHER,
that
any executive officer of the Corporation, acting alone, be and hereby is
authorized, empowered and directed, for and on behalf of the Corporation,
to
execute and file with the Securities and Exchange Commission a Schedule 14C
Information Statement (the “Schedule 14C”) informing the stockholders of the
Corporation who are not signatory hereto of the action taken
hereby;
RESOLVED
FURTHER,
that,
upon effectiveness of the Schedule 14C, any executive officer of the
Corporation, acting alone, be and hereby is authorized, empowered and directed,
for and on behalf of the Corporation, to execute and file with the Secretary
of
State of the State of Nevada the Certificate of Amendment
that is
substantially in the form as set forth in Exhibit
A
hereto,
in
accordance with applicable law;
RESOLVED
FURTHER,
that
any officer of the Corporation, acting alone, be and hereby is authorized,
empowered and directed, for and on behalf of the Corporation, to take such
further action and execute and deliver any additional agreements, instruments,
certificates, filings or other documents and to take any additional steps
as any
such officer deems necessary or appropriate to effectuate the purposes of
the
foregoing resolutions;
RESOLVED
FURTHER,
that
any action or actions heretofore taken by any officer of the Corporation
for and
on behalf of the Corporation in connection with the foregoing resolutions
are
hereby ratified and approved as the actions of the Corporation.
[Remainder
of Page Left Blank Intentionally]
This
Written Consent shall be added to the corporate records of this Corporation
and
made a part thereof, and the resolutions set forth above shall have the same
force and effect as if adopted at a meeting duly noticed and held by the
stockholders of this Corporation. This Written Consent may be executed in
counterparts and with facsimile signatures with the effect as if all parties
hereto had executed the same document. All counterparts shall be construed
together and shall constitute a single Written Consent.
|
MAJORITY
STOCKHOLDERS:
/s/
Baowen Ren
Baowen
Ren
Shares:
9,597,232 shares of common stock
Dated:
November 27, 2006
/s/
Wenjie Zhang
Wenjie
Zhang
Shares:
1,269,234 shares of common stock
Dated:
November 27, 2006
/s/
Haiyun Chen
Haiyun
Chen
Shares:
1,382,001 shares of common stock
Dated:
November 27, 2006
/s/
Xiaoli Ren
Xiaoli
Ren
Shares:
1,382,001 shares of common stock
Dated:
November 27, 2006
/s/
Yanjun Zhao
Yanjun
Zhao
Shares:
1,355,609 shares of common stock
Dated:
November 27, 2006
/s/
Xuejue Ding
Xuejue
Ding
Shares:
1,355,609 shares of common stock
Dated:
November 27, 2006
/s/
Yamin Ren
Yamin
Ren
Shares:
1,355,609 shares of common stock
Dated:
November 27, 2006
|
DIRECTORS:
/s/
Baowen Ren
Baowen
Ren
Dated:
November 27, 2006
/s/
Wenjie Zhang
Wenjie
Zhang
Dated:
November 27, 2006
/s/
Peng Zhou
Peng
Zhou
Dated:
November 27, 2006
|
EXHIBIT
A
FORM
OF CERTIFICATE OF AMENDMENT
CERTIFICATE
OF AMENDMENT TO
ARTICLES
OF INCORPORATION
FOR
NEVADA PROFIT CORPORATIONS
(PURSUANT
TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1. Name
of
corporation: ENDO NETWORKS, INC.
2. The
articles have been amended as follows (provide article numbers, if
available):
ARTICLE
ONE is hereby deleted in its entirety and the following ARTICLE ONE is
substituted in lieu thereof:
“The
name
of the company shall be China West Coal Energy Inc.”
ARTICLE
SIX is hereby deleted in its entirety and the following ARTICLE SIX is
substituted in lieu thereof:
“The
amount of the total authorized capital stock of this corporation is Two Hundred
and Fifty Million (250,000,000) shares with a par value of $0.001 per share,
amounting to Two Hundred and Fifty Thousand Dollars ($250,000), which capital
stock shall include Two Hundred Million (200,000,000) authorized shares of
Common Stock with a par value of $0.001 per share, and Fifty Million
(50,000,000) authorized shares of Preferred Stock with a par value of $0.001
per
share.
Such
stock may be issued from time to time without action by the stockholders
for
such consideration as may be determined, from time to time, by the Board
of
Directors of the corporation (“Board of Directors”) and such shares so issued
shall be deemed fully paid stock, and the holders of such stock shall not
be
liable for any further payments.
The
shares of the corporation’s Preferred Stock may be issued from time to time in
one or more series. The Board of Directors of the corporation is expressly
authorized to provide for the issuance of all or any of the shares of the
Preferred Stock in one or more series, and to fix the number of shares and
to
determine or alter, for each such series, such voting powers, full or limited,
or no voting powers, and such designations, preferences, and relative,
participating, optional, or other rights and such qualifications, limitations,
or restrictions thereof, as shall be stated and expressed in the resolution
or
resolutions adopted by the Board of Directors providing for the issuance
of such
shares (a “Preferred Stock Designation”) and as may be permitted by the Nevada
Revised Statutes. The Board of Directors is also expressly authorized to
increase or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any series subsequent to the issue of
shares of that series. In case the number of shares of any such series shall
be
so decreased, the shares constituting such decrease shall resume the status
that
they had prior to the adoption of the resolution originally fixing the number
of
shares of such series.”
3. The
vote
by which the stockholders holding shares in the corporation entitling them
to
exercise at least a majority of the voting power, or such greater proportion
of
the voting power as may be required in the case of a vote by classes or series,
or as may be required by the provisions of the articles of incorporation
have
voted in favor of the amendment is: 62.70%
4. Effective
date of filing (optional): ____________________
5. Officer
Signature (required): ________________________