Amendments to Bylaws (Form 8-K)

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Number of shares: The Company designated 25,000,000 shares of Series A.1 Preferred Stock.

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The Stated Value of the Series A.1 Preferred Stock is $0.015 per share.

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Dividends shall be payable only when, as, and if declared by the Board of Directors of the Company, equally and on a per share basis.

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Voting Rights

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The Series A.1 Preferred Stock shall have 10:1 voting rights, meaning that each share of Series A.1 Preferred Stock shall have 10 votes for each share of Series A.1 Preferred Stock held by the holder of those shares (each, a "Holder") of Series A.1 Preferred Stock. The Holders of the Series A.1 Preferred Stock will vote as a class with the holders of the Series A Preferred Stock.

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As long as any shares of Series A.1 Preferred Stock are outstanding, the Company shall not, without the affirmative vote or written consent of the Holders of a majority of the then-outstanding shares of the Series A.1 Preferred Stock, either directly or indirectly alter or change the powers, preferences, or rights given to the Series A.1 Preferred Stock or amend this Certificate of Designation.

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Liquidation

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In the event of any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary (a "Liquidation"), the holders of the Series A.1 Preferred Stock shall participate equally (pari passu) with the holders of the Series A Preferred Stock, and together, shall receive, prior and in preference to the holders of any Common Stock or any other class or series of capital stock of the Company ranking junior to the Series A Preferred Stock or the Series A.1 Preferred Stock as to liquidation rights, an amount equal to the Stated Value of each share of Series A.1 Preferred Stock, plus any declared but unpaid dividends (the "Liquidation Preference").

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After payment of the Liquidation Preference to the holders of the Series A Preferred Stock and Series A.1 Preferred Stock, the remaining assets of the Company shall be distributed to the holders of the Common Stock.

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This Liquidation Preference shall apply regardless of whether the Company has surplus or net profits and in the fullest extent permitted by the laws of Nevada.

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Conversion: The Series A.1 Preferred Stock shall be convertible into shares of the Company's Common Stock only as follows:

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Each share of Series A.1 Preferred Stock shall be convertible into three (3) shares of the Company's Common Stock, at the discretion of the holder.

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The Series A.1 Preferred Stock may also be exchanged for Common Stock for purposes of meeting a Tax-Free Exchange at the same rate of one (1) share of Series A.1 Preferred Stock for three (3) shares of Common Stock.

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The date on which any conversion of shares of Series A.1 Preferred Stock into shares of Common Stock shall be deemed to be the "Conversion Date" for such shares of Series A.1 Preferred Stock converted into Common Stock.

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Redemption

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At any time prior to the Conversion Date, the Company shall have the right to redeem any or all of the shares of the Series A.1 Preferred Stock not converted by the Holder into shares of Common Stock, upon notice, at a redemption price per share equal to the closing bid price of the Company's common stock on the trading day immediately prior to the date on which the Company gives notice to the investor of the Company's intention to redeem shares of the Series A.1 Preferred Stock.

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Miscellaneous

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Any of the rights, powers, preferences, and other terms of the Series A.1 Preferred Stock set forth herein may be waived on behalf of all holders of Series A.1 Preferred Stock by the affirmative vote or written consent of Holders of a majority of the then-outstanding Series A.1 Preferred Stock.

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Shares of Series A.1 Preferred Stock converted into Common Stock, canceled, or redeemed, shall be canceled and shall have the status of authorized but unissued shares of undesignated preferred stock.

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The Series A.1 Preferred Stock is not subject to any reverse stock split.

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Number of shares: The Company designated Twenty-Five Million (25,000,000) shares of Series D.1 Preferred Stock.

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The Par Value of the Series D.1 Preferred Stock is $0.0001 per share.

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Dividends shall be payable only when, as, and if declared by the Board of Directors of the Company, equally and on a per share basis.

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Voting Rights

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The Series D.1 Preferred Stock shall have 1:1 voting rights, meaning that each share of Series D.1 Preferred Stock shall have one (1) vote for each share of Series D.1 Preferred Stock held by the holder of those shares (each, a "Holder") of Series D.1 Preferred Stock. The Holders of the Series D.1 Preferred Stock will vote as a class with the holders of the Series D Preferred Stock.

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As long as any shares of Series D.1 Preferred Stock are outstanding, the Company shall not, without the affirmative vote or written consent of the Holders of a majority of the then-outstanding shares of the Series D.1 Preferred Stock, either directly or indirectly alter or change the powers, preferences, or rights given to the Series D.1 Preferred Stock or amend this Certificate of Designation.

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Liquidation

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The Series D.1 Preferred Stock has no liquidation preference.

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Conversion: The Series D.1 Preferred Stock shall be convertible into shares of the Company's Common Stock only as follows:

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No shares of Series D.1 Preferred Stock shall be convertible until the date (the "Initial Conversion Date") which is six (6) months following the date of issuance of the shares of Series D.1 Preferred Stock by the Company.

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Following the Initial Conversion Date, each share of Series D.1 Preferred Stock shall be convertible into one (1) share of the Company's Common Stock, at the discretion of the holder on the following schedule:

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The Holders may convert the shares of Series D.1 Preferred held by such Holder into shares of the Company's Common Stock in six equal tranches, each tranche being 1/6 of the total shares of Series D.1 Preferred Stock held by such Holder, beginning on the Initial Conversion Date, and then on first date of each subsequent month.

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Subject to the restrictions set forth above, the Series D.1 Preferred Stock may also be exchanged for Common Stock for purposes of meeting a Tax-Free Exchange at the same rate of one (1) share of Series D.1 Preferred Stock for one (1) share of Common Stock.

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The date on which any conversion of shares of Series D.1 Preferred Stock into shares of Common Stock shall be deemed to be the "Conversion Date" for such shares of Series D.1 Preferred Stock converted into Common Stock.

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No fractional shares of Common Stock shall be issued in connection with any conversion of shares of Series D.1 Preferred Stock. Any fractional shares of Common Stock resulting from a conversion shall be rounded up to the nearest whole share.

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Mechanics of Conversion. In connection with any conversion of shares of Series D.1 Preferred Stock pursuant to the terms set forth in this Certificate of Designation, the Holder shall give notice (a "Conversion Notice") to the Company of the number of shares of Series D.1 Preferred Stock to be converted, and following review of the Conversion Notice, the Company instruct the Company's transfer agent to issue the shares of Common Stock to the Holder.

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Redemption

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At any time prior to the Conversion Date, the Company shall have the right to redeem any or all of the shares of the Series D.1 Preferred Stock not converted by the Holder into shares of Common Stock, upon notice, at a redemption price per share equal to the closing bid price of the Company's common stock on the trading day immediately prior to the date on which the Company gives notice to the investor of the Company's intention to redeem shares of the Series D.1 Preferred Stock.

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Miscellaneous

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Any of the rights, powers, preferences, and other terms of the Series D.1 Preferred Stock set forth herein may be waived on behalf of all holders of Series D.1 Preferred Stock by the affirmative vote or written consent of Holders of a majority of the then-outstanding Series D.1 Preferred Stock.

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Shares of Series D.1 Preferred Stock converted into Common Stock, canceled, or redeemed, shall be canceled and shall have the status of authorized but unissued shares of undesignated preferred stock.

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The Series D.1 Preferred Stock is not subject to any reverse stock split.