Exhibit 2.12

 

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ATTACHMENT TO CERTIFICATE OF AMENDMENT

Article III

A.In the best interests of the Corporation and its shareholders, there shall be a reverse split of the currently outstanding shares of the Corporation's $0.00001 par value common stock, on a one-for-twenty-five thousand (1-for-25,000) basis, that is, each twenty-five thousand (25,000) shares shall become one (1) share of Corporation common stock, to be carried out as soon as possible, and this Article III of the Articles of Incorporation of the Corporation shall be amended to effect a 1-for-25,000 reverse split, to re-authorize five hundred million (500,000,000) shares of common stock with a par value of $0.00001 and to reaffirm the prior authorization of five million (5,000,000) shares of Series A Super Voting Preferred Stock, for a total of five hundred five million (505,000,000) authorized shares.

B.The Series A Super Voting Preferred Stock shall have the following preferences, powers, designations and other special rights:

(1)Voting. Holders of the Series A Super Voting Preferred Stock have five hundred (500) times that number of votes on all matters submitted to the shareholders that each shareholder of the Corporation's Common Stock (rounded to the nearest whole number) is entitled to vote at each meeting of shareholders of the Corporation (and written actions of shareholder in lieu of meetings) with respect to any and all matters presented to the shareholders of the Corps oration for their action or consideration. Holders of the Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock as a single class.

(2)Dividends. Holders of Series A Super Voting Preferred Stock shall not be entitled to receive dividends paid on the Corporation's common stock. Dividends paid to holders of the Series A Super Voting Preferred Stock, if any, shall be at the discretion of the Board of Directors.

(3)Liquidation Preference. Upon the liquidation, dissolution and winding up of the Corporation, whether voluntary or involuntary, holders of the Series A Super Voting Preferred Stock shall not be entitled to receive any of the assets of the Corporation.

(4)No Conversion. The shares of Series A Super Voting Preferred Stock are not convertible into shares of the Company's common stock.

(5)Vote to Change the Terms of, or to Issue,Series A Super Voting Preferred Stock. The affirmative vote at a meeting duly called for such purpose, or the Written consent Without a meeting, of the holders of not less than fifty-one percent (51%) of the then-outstanding shares of Series A Super Voting Preferred Stock shall be required for (a) any change to the Corporation's Articles of Incorporation that would amend, alter, change or repeal any of the preferences, limitation or relative rights of the Series A Super Voting Preferred Stock or (b) any issuance of additional shares of Series A Super Voting Preferred Stock.

(6)Record Owner. The Corporation may deem the person in whose name shares of Series A Super Voting Preferred Stock shall be registered upon the registry books of the Corporation to be, and may treat him as, the absolute owner of the Series A Super Voting Preferred Stock for all purposes, and the Corporation shall not be affected by any notice to the contrary.

(7)Register. The Corporation shall maintain a register for the registration of the Series A Super Voting Preferred Stock. Upon the transfer of shares of Series A Super Voting Preferred Stock in accordance with the provisions hereof, the Corporation shall register such transfer on the register of the Series A Super Voting Preferred Stock.

ATTACHMENT TO CERTIFICATE OF AMENDMENT

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