global_def14a.htm

Qualifications of All Directors of the Board

Our current directors are as follows:

Name of Executive Officer/ Director	Age	Position	Date First Appointed as Director
Dana Green	69	Chief Executive Officer, President and Director	December 2017
Charles J. Bartolotta	69	Director	December 2021
James A. Gibbons	79	Chairman	December 2017
Mehmet Ulema	74	Director	March 2022
Mehdi Mohamed Jawad Abdullah Al Abduwani	60	Director	March 2022
David Julian Fox	65	Director	April 2023

Director Nominees

At the annual meeting, six directors are to be re-elected as directors, to hold office until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified. The Board of Directors has selected, the following nominees for election: Dana Green, Charles J. Bartolotta, James A. Gibbons, Mehmet Ulema, Mehdi Mohamed Jawad Abdullah Al Abduwani, and David Julian Fox, each of whom are currently directors of our company. Each nominee for director has consented to being named in this Proxy Statement and has indicated a willingness to serve if elected.

Any vacancy occurring between stockholders’ meetings in any of the six Board of Directors positions, including vacancies resulting from an increase in the number of Directors may be filled by the Board of Directors. A Director elected to fill a vacancy shall hold office until the next annual stockholders’ meeting.

There is no arrangement or understanding between our directors and executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current Board.

Although we do not anticipate that any nominee will be unavailable for election, if a nominee is unavailable for election, the persons named as proxyholders will use their discretion to vote for any substitute nominee in accordance with their best judgment as they deem advisable.

Information regarding the director nominees is provided below:

Dana Green, Chief Executive Officer, President and Director

From December 2017 to present, Dana Green has served as our Chief Executive Officer, President, and Director.

Since 2007, Mr. Green has been the Manager of Entrada Enterprises LLC, a purchaser and manager of oil and gas properties, gas plants, and a regulated gas transmission pipeline. Since 2013, Mr. Green has been the Director of, and from July 2010 to June 2019, Mr. Green was the Vice President of Finance of, Satview Broadband Ltd, a cable TV and Broadband company. From May 2010 to October 2015, Mr. Green was the Director and Vice-President and from November 2015 to June 2019, Mr. Green was the Director and President of Pacific Energy and Mining, Inc., a publicly-traded company on the OTC Markets. From August 2003 to September 2006, Mr. Green was the Director and CEO of CF Green Corporation, a publicly-traded company on the OTC Markets. From March 1992 to November 2013, Mr. Green was the Chairman and President of WENR Corp, a publicly-traded company on the OTC Markets. From November 1988 to February 1992, Mr. Green was the Director and Vice President of Engineering for Western Energy Inc, a publicly-traded company on the OTC Markets.

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In 1978, Mr. Green received a BSc Mineral Engineering degree from the Colorado School of Mines in Golden, Colorado.

Mr. Green’s services to us include management of corporate affairs.

Director Qualifications: As our Chief Executive Officer, President and Director, Mr. Green brings his experience in managing our day-to-day operations.

Charles J Bartolotta, Director

Since April 2011, Mr. Bartolotta has been retired. From October 2000 to April 2011, Mr. Bartolotta served as the Senior Vice President, Enterprise Solutions and Senior Vice President, Operations-Customer Service for Mediacom Communications Corporation. From November 1989 to June 2000, Mr. Bartolotta worked for AT&T Broadband (fka TCI Communications and TKR Cable Company), first as Regional General Manager, then as Regional Vice President, then as Division President. From September 1983 to November 1989, Mr. Bartolotta worked for Cablevision Systems Corporation, starting as a Systems Analyst and finishing as a General Manager. From June 1978 to September 1983, Mr. Bartolotta served in the United States Army as a Lieutenant, Transportation Management from December 1978 - August 1981 and as Captain, Data Programmer and Systems Analyst, at US Army War College in Carlisle, Pennsylvania from August 1981 to September 1983.

In 1981, Mr. Bartolotta earned a Master of Science in Systems Management from University of Southern California in Wiesbaden, West Germany. In 1978, Mr. Bartolotta earned a Bachelor of Science in Engineering from the United States Military Academy in West Point, New York.

Director Qualifications: As our director, Mr. Bartolotta brings his experience managing cable television and telecommunication companies due to his experience at Mediacom Communications, Cablevision Systems Corporation and AT&T Broadband.

James A Gibbons, Chairman

Since December 2017, James A Gibbons has been a Director for the Company and since September 2024, Mr. Gibbons has been the Chairman of the Board.

Since March 2016, Mr. Gibbons has been the sole owner of JA Gibbons LLC, a consulting firm serving business client needs, solving mineral, energy, and legal issues and problems for Walker Mining Co., Pacific Energy and Mining Co., ENEXCO, and Pacific Rural Gas Coop. From February 2013 to March 2016, Mr. Gibbons was a Director for ENEXCO in Vancouver, British Columbia, Canada.

From 2007 to 2011, Mr. Gibbons served as the Governor of Nevada. From 1997 to 2006, Mr. Gibbons served as a U.S. Representative for the 2nd congressional district of Nevada.

In 1979, Mr. Gibbons received a Juris Doctor degree in Natural Resources Law from the Southwestern University School of Law. In 1973, Mr. Gibbons received a Master of Science in Mining Geology from Mackay School of Mines at the University of Nevada. In 1967, Mr. Gibbons received a Bachelor of Science in Geology from the Mackay School of Mines at the University of Nevada. From 1968 to 1974, Mr. Gibbons attended the United States Air Force Squadron Officers School, Command and Staff School and Air War College in Montgomery, Alabama.

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Director Qualifications: As our Director, Mr. Gibbons brings his education and experience as a practicing attorney, former Governor of Nevada, former U.S. Congressman, Director of ENEXCO, and Director of Elko Broadband.

Mehmet Ulema, Director

From January 2002 to present, Mr. Ulema has been a full-time professor of Computer Information Systems in the O’Malley School of Business at Manhattan College in New York.

In 1980, Mr. Ulema received a Ph.D. in Computer Science from the Polytechnic Institute of New York (now Tandon School of Engineering of New York University). In 1977, Mr. Ulema received a Master’s degree in Computer Science from the Polytechnic Institute of New York. In 1972, Mr. Ulema received a master’s degree in Mechanical Engineering from Technical University of Istanbul in Turkey. In 1972, Mr. Ulema received a Bachelor’s degree in Mechanical Engineering from the Technical University of Istanbul in Turkey.

Director Qualifications: As our director, Mr. Ulema brings his experience in computer information systems to the Board.

Mehdi Mohammad Jawad Abdullah Abduwani, Director

Mehdi Mohammed Jawad Abdullah Al Abduwani is a distinguished professional with a comprehensive background in economic planning, banking, corporate and finance management, and communications. His career trajectory demonstrates significant contributions to Oman's development planning and leadership across multiple sectors, making him an influential figure in the country's economic and corporate landscape.

Mehdi Completed his Postgraduate Diploma in Development Planning Techniques Institute of Social Studies, The Hague, Netherlands in 1993. He completed his BA in Economics: Yarmouk University, Jordan in 1989.

Mehdi started his career as Research Assistant in Secretariat General of the Development Council in 1989 focusing on economic research, laying the foundation for his future roles in economic planning. Shortly after starting his career, he quickly rose to a directorial role, with position of Director General of Development Planning, Ministry of National Economy & Supreme Council for Planning during 1998-2013. His pivotal role in the Ministry and later at the Supreme Council for Planning highlighted his significant impact on Oman’s economic development strategies.

Since May 2023, Mr. Abduwani has served as the Chairman of the Board of Directors of WorldCALL Public. Since February 2021, Mr. Abduwani has served as Chief Executive Officer of Oman Printers and Stationers LLC. Since March 2019, Mr. Abduwani has served as a member of the Board of Directors of National Detergent Company. From November 2019 to January 2021, Mr. Abduwani served as an Advisor to the Group Chief Executive Officer of Asvad Group. From February 2021 to December 2021, Mr. Abduwani served as Vice President of Oman Rail LLC. From March 2017 to March 2020, Mr. Abduwani served as a Director of Zain Group. From March 2005 to March 2020, Mr. Abduwani served as a Director of Oman Telecommunication Company. From 2013 to 2019, he served as Chief Executive Officer of National Ferries Company Oman. Mr. Abduwani's tenure as CEO was marked by significant advancements in enhancing Oman's maritime connectivity.

Director Qualifications: Mr. Abduwani's exceptional career is characterized by his strategic planning skills, deep understanding of economic dynamics, and leadership across various domains. His academic grounding in economics and development, combined with practical experience, positions him as a strategic asset in guiding companies towards growth and adapting to the evolving Omani market. His contributions to Oman's economic development and his experience in managing diverse organizations demonstrate his capability to drive sustainable growth and strategic development in any leadership role he undertakes. He is an asset for the Company’s future roadmap and strategic planning.

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David Julian Fox, Director

After leaving full time education in 1977, David joined his family business which specialized in the retail and wholesale of the finest British woolens and Cashmeres to almost every country in the world. David took over the running of the business in 1984 after working in all of the departments to learn the trade. After considerable expansion, the business was sold at the start of 2000.

David then worked for 18 months in an advisory capacity to a Malaysian firm that was listing on the Kuala Lumpur Stock Exchange helping them to gain the maximum advantage of the fact that they had a manufacturing plant in the north of England.

At the end of 2001, David co-founded a wholesale telecoms company specializing in the early days of VoIP and establishing far end relationships in difficult to reach counties around the world. This company grew during the following 15 years to become a well trusted partner to many State-owned telecom companies and advising them on combatting the termination of illegal grey calls. David also worked as an agent of Hughes Global and advised on the sale of the first satellite to Pakistan.

As traditional calls diminished, in 2017 David helped to found World Mobile Limited whose mission is to use innovative technology to bring internet connectivity to countries around the world where large proportions of the population are still unconnected. David served as Government Grant Co-ordinator of World Mobile Limited from April 2022 to July 2024.

Since January 2006, David has served as Managing Director and Co-Founder of Holywell General Trading Limited, a UK based telecoms and tech company which also restores classic cars.

Director Qualifications: David brings his dynamic business experience to GlobalTech and helps the company grow by taking advantage of the latest technology and choosing prospective partners with a view to becoming a world leading telecom and communications powerhouse.

The Board believes that each of our directors is highly qualified to serve as a member of the Board. Each of the directors has contributed to the mix of skills, core competencies and qualifications of the Board. When evaluating candidates for election to the Board, the Board seeks candidates with certain qualities that it believes are important, including integrity, an objective perspective, good judgment, and leadership skills. Our directors are highly educated and have diverse backgrounds and talents and extensive track records of success in what we believe are highly relevant positions.

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EXECUTIVE COMPENSATION

Summary Executive Compensation Table

The following table sets forth certain information concerning compensation earned by or paid to certain persons who we refer to as our “Named Executive Officers” for services provided for the twelve months ended December 31, 2023, and 2022. Our Named Executive Officers include persons who (i) served as our principal executive officer or acted in a similar capacity for the twelve months ended December 31, 2023, and 2022 (ii) were serving at the twelve month period ending December 31, 2023 as our two most highly compensated executive officers, other than the principal executive officer, whose total compensation exceeded $100,000, and (iii) if applicable, up to two additional individuals for whom disclosure would have been provided as a most highly compensated executive officer, but for the fact that the individual was not serving as an executive officer at fiscal year-end.

Name and Principal Position	Year Ended Dec 31	Salary ($)		Bonus ($)		Stock awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation Earnings ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)(2)		Total ($)
Dana Green, President, Chief Executive Officer and Director (3)	2023		0		0		0				0		0		0		0
	2022		0		0		0		0		0		0		0		0

Abbas Raza, Chief Executive Officer of WorldCALL Public	2023		28,728		0		0		0		0		0		0		28,728
	2022		0		0		0		0		0		0		0		0

Shahzad Saleem, Chief Financial Officer of WorldCALL Public	2023		24,823		0		0		0		0		0		0		24,823
	2022		0		0		0		0		0		0		0		0

Anser Iqbal, Chief Financial Officer of Worldcall Private	2023		2,249		0		0		0		0		0		0		2,249
	2022		5,289		0		0		0		0		0		0		5,289

	(1)	In accordance with SEC rules, the amounts included in this column are the grant date fair value for awards granted in the fiscal years shown, computed in accordance with the stock-based compensation accounting rules that are a part of generally accepted accounting principles in effect in the United States (as set forth in Financial Accounting Standards Board’s Accounting Standards Codification Topic 718), but excluding the effect of any estimated forfeitures of such awards. The values in this column reflect the full grant date fair value of all equity awards granted during the year, although the awards are subject to vesting periods based on continued employment.

	(2)	Does not include perquisites and other personal benefits or property, unless the aggregate amount of such compensation is more than $10,000. No executive officer earned any non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above. No executive officer serving as a director received any compensation for services on the Board of Directors separate from the compensation paid as an executive for the periods above.

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information as of December 31, 2023 concerning outstanding equity awards for the executive officers named in the Summary Compensation Table.

	Option Awards								Stock Awards⁽³⁾
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable			Option Exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)
Dana Green		200,000		800,000	(1)	$	0.0001	12/15/2028		—	$	—

(1)

Vest at the rate of 200,000 options each year on January 1^st.

Employment Agreements

The Company does not have any employment agreements in place with any of its executive officers. The Board of Directors reserves the right to increase each officer’s salary, and/or to grant officers equity awards, including stock, options or other equity securities, from time to time, as additional compensation or bonuses.

DIRECTORS COMPENSATION

Summary Director Compensation Table

The following table sets forth compensation information with respect to our non-executive directors during our fiscal year ended December 31, 2023. The compensation of our executive directors is included above under “Executive Compensation Table.”

Name	Fees Earned or Paid in Cash ($)*		Option Awards ($) (1) (2)(3)		All Other Compensation ($)		Total ($)
Charles J Bartolotta	$	—	$	20	$	—	$	20
James A Gibbons	$	—	$	20	$	—	$	20
Mehmet Ulema	$	—	$	20	$	—	$	20
Mehdi Mohammed Jawad Abdullah Al Abduwani (2)	$	—	$	20	$	—	$	20
David Julian Fox (2)	$	—	$	20	$	—	$	20

* The table above does not include the amount of any expense reimbursements paid to the above directors. No directors received any Non-Equity Incentive Plan Compensation, Stock Awards, Bonus, or Nonqualified Deferred Compensation. Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.

(1)

In accordance with SEC rules, the amounts included in this column are the grant date fair value for awards granted in the fiscal years shown, computed in accordance with the stock-based compensation accounting rules that are a part of generally accepted accounting principles in effect in the United States (as set forth in Financial Accounting Standards Board’s Accounting Standards Codification Topic 718), but excluding the effect of any estimated forfeitures of such awards. The values in this column reflect the full grant date fair value of all equity awards granted during the year, although the awards are subject to vesting periods based on continued employment.

(2)

In 2023, we awarded options to purchase 500,000 shares of Common Stock which vest over a period of 5 years (1/5^th per year) to Mehdi Mohammed Jawad Abdullah Al Abduwani and David Julian Fox, our directors for services rendered. We valued these options at $.0001 per option for an aggregate of $50.

(3)

The aggregate number of unvested options held by each non-employee director listed above as of December 31, 2023 was as follows:

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Name	Unvested Options (#)
Charles J. Bartolotta		800,000
James A. Gibbons		800,000
Mehmet Ulema		800,000
Al Abduwani Mehdi Mohammad Jawad Abdullah		800,000
David Julian Fox		800,000

Board of Director Fees

No specific board compensation policy has been adopted to date, however, we expect that our non-executive directors will be granted equity compensation and paid cash, from time to time, for their services on the Board of Directors.

EQUITY COMPENSATION PLAN INFORMATION

Equity Compensation Plan Information

We do not have in effect any compensation plans under which our equity securities are authorized for issuance, but we do have outstanding stock options.

The following table provides information as of December 31, 2023, with respect to securities that may be issued under our equity compensation plans.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		—	$	—		—
Equity compensation plans not approved by security holders		6,500,000		0.0001		—
Total		6,500,000	$	0.0001		—

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as discussed below or otherwise disclosed above under “Executive Compensation” and “Directors Compensation”, beginning on pages 21 and 23, respectively, there have been no transactions over the last two fiscal years, and there is not currently any proposed transaction, in which the Company was or is to be a participant, where the amount involved exceeds the lesser of (a) $120,000 or (b) one percent of the Company’s total assets at year-end for the last two completed fiscal years, and in which any officer, director, or any stockholder owning greater than five percent (5%) of our outstanding voting shares, nor any member of the above referenced individual’s immediate family, had or will have a direct or indirect material interest.

Related Party Transactions

In March 2022, the Board of Directors granted options to purchase 1,000,000 shares of common stock of the Company with an exercise price of $0.0001 per share and a term of seven years, to each of Mehdi Mohamed Jawad Abdullah Al Abduwani, our director and David Julian Fox, our director.

On April 13, 2022, as a result of the Reorganization, we issued 88,463,156 shares of our common stock to Babar Ali Syed, the Director of WorldCALL Public, Director of WorldCALL Private and Director of FZC, representing 63.30% of our then outstanding shares, and 28,445,122 shares of our common stock to Muhammed Azhar Saeed, the Director of WorldCALL Public, Director of Worldcall Private, Director of FZC and our current Chief Financial Officer, representing 20.4% of our then outstanding shares.

Review, Approval and Ratification of Related Party Transactions

Given our small size, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, directors and significant stockholders. However, all of the transactions described above were approved and ratified by our Board of Directors. In connection with the approval of the transactions described above, our Board of Directors took into account various factors, including their fiduciary duty to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.

We intend to establish formal policies and procedures in the future, once we have appointed independent directors. On a moving forward basis, our Board of Directors will continue to approve any related party transaction based on the criteria set forth above.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely upon our review of the Section 16(a) filings that have been furnished to us, we believe that each of Dana Green, our Chief Executive Officer, President, and Director; Dean Christensen, our Secretary; Charles J. Bartolotta, our Director; James A. Gibbons, our Chairman; Mehmet Ulema, our Director; Mehdi Mohamed Jawad Abdullah Al Abduwani, our Director; and David Julian Fox, our Director, and Babar Ali Syed and Muhammad Azhar Saeed, greater than 10% stockholders of the Company, failed to file required Form 3 filings during fiscal 2023.

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PROPOSAL 1

ELECTION OF DIRECTORS

General Director Qualifications

At the annual meeting six directors are to be elected for a one-year term, to hold office until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified. The Board of Directors has recommended, and the Board of Directors has selected, the following nominees for election: Dana Green, Charles J. Bartolotta, James A. Gibbons, Mehmet Ulema, Mehdi Mohamed Jawad Abdullah Al Abduwani, and David Julian Fox, each of whom are currently directors of our company. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder may determine. The Company is not aware of any nominee who will be unable to, or for good cause will not, serve as a director. The biographical information of each of the nominees, and their qualifications, are described in greater detail above under “Board of Directors—Director Nominees”.

The Company’s Nominating Committee has reviewed the qualifications of the director nominees and has recommended each of the nominees for election to the Board.

The Board of Directors believes that each of our director nominees is highly qualified to serve as a member of the Board of Directors. Each of the director nominees has contributed to the mix of skills, core competencies and qualifications of the Board of Directors. When evaluating candidates for election to the Board of Directors, the Board of Directors seeks candidates with certain qualities that it believes are important, including integrity, an objective perspective, good judgment, and leadership skills. Our director nominees are highly educated and have diverse backgrounds and talents and extensive track records of success in what we believe are highly relevant positions.

Vote Required To Elect the Director Nominees; Recommendation of the Board of Directors

For Proposal 1, a plurality of the votes cast in person or by proxy by the holders of our common stock entitled to vote at the annual meeting are required to elect each director nominee.

A plurality of the votes cast means (1) the director nominee with the most votes for a particular seat is elected for that seat; and (2) votes cast shall not include votes to “Withhold Authority” (shown as “Withhold” on the enclosed form of proxy) and exclude abstentions with respect to that director’s election. Therefore, abstentions and broker non-votes (which occur if a broker or other nominee does not have discretionary authority and has not received instructions with respect to a particular director nominee within ten days of the annual meeting) will not be counted in determining the number of votes cast with respect to that director’s election.

Properly executed proxies will be voted at the annual meeting in accordance with the instructions specified on the proxy; if no such instructions are given, the persons named as agents and proxies in the enclosed form of proxy will vote such proxy “FOR” the election of the nominees named herein. Should any nominee become unavailable for election, discretionary authority is conferred to the persons named as agents and proxies in the enclosed form of proxy to vote for a substitute.

Pursuant to the power provided to the Board of Directors in our Bylaws (“Bylaws”), the Board has set the number of directors that shall constitute the Board at six. Proxies cannot be voted for a greater number of persons than the number of nominees named on the enclosed form of proxy, and stockholders may not cumulate their votes in the election of directors.

THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” EACH DIRECTOR NOMINEE.

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PROPOSAL 2

RATIFICATION OF APPOINTMENT OF AUDITORS

Required Vote; Recommendation of the Board of Directors

Our independent public accounting firm is Saeed Kamran & Co., Lahore, Pakistan, PCAOB Auditor ID 302 (“Saeed Kamran”).

The Company does not anticipate a representative from Saeed Kamran to be present at the annual stockholders meeting. In the event that a representative of Saeed Kamran is present at the annual meeting, the representative will have the opportunity to make a statement if he/she desires to do so and the Company will allow such representative to be available to respond to appropriate questions.

Change in Auditors

Crowe Hussain Chaudhary & Co Chartered Accountants (“Crowe & Co.”) resigned as the independent registered public accounting firm of the Company effective on March 20, 2024.

Crowe & Co. audited the financial statements of the Company for the years ended December 31, 2022 and 2021. The report of Crowe & Co on such financial statements, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

For the fiscal years ended December 31, 2022 and 2021 and subsequent interim periods though the date of resignation, there have been no disagreements between the Company and Crowe & Co on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Any disagreement, if not resolved to the satisfaction of Crowe & Co, would have caused them to make reference thereto in their report on the financial statements.

The Company appointed Saeed Kamran & Co. as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2023 effective March 27, 2024.

During the two fiscal years ended December 31, 2022 and 2021 and subsequent interim period through March 25, 2024, the Company has not consulted with Saeed Kamran & Co. with respect to the applications of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s consolidated financial statements or any other matter set forth in item 304(a)(1)(iv) or (v) of Regulation S-K.

Audit Fees

The following table sets forth the fees billed by our principal independent accountants, Crowe & Co. (for the year ended December 31, 2022) and Saeed Kamran & Co. (for the year ended December 31, 2023), for the twelve months ended December 31, 2023, and 2022, for the categories of services indicated.

	Year Ended
	December 31, 2023		December 31, 2022
	US$⁽¹⁾		US$⁽²⁾
Audit Fees		25,000		25,000
Audit Related Fees		—		—
Tax Fees		—		—
All Other Fees		5,000		8,000
Total		30,000		33,000

	(1)	Represents fees billed by Saeed Kamran & Co., which entity rendered an opinion on the Company’s December 31, 2023 financial statements.
	(2)	Represents fees billed by Crowe & Co., which entity rendered an opinion on the Company’s December 31, 2022 financial statements.

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Audit fees. Consists of fees billed for the audit of our annual financial statements and review of our interim financial information and services that are normally provided by the accountant in connection with year-end and quarter-end statutory and regulatory filings or engagements.

Audit-related fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”, review of our Forms 8-K filings and services that are normally provided by the accountant in connection with non-year-end statutory and regulatory filings or engagements.

Tax fees. Consists of professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.

Other fees. Other services provided by our accountants.

Pre-Approval Policies

It is the policy of our board of directors that all services to be provided by our independent registered public accounting firm, including audit services and permitted audit-related and non-audit services, must be pre-approved by our board of directors. Our board of directors pre-approved all services, audit and non-audit, provided to us by Saeed Kamran & Co. and Crowe & Co. , for the twelve months ended December 31, 2023 and 2022, as applicable.

In order to assure continuing auditor independence, the Board of Directors periodically considers the independent auditor’s qualifications, performance and independence and whether there should be a regular rotation of our independent external audit firm. We believe the continued retention of Saeed Kamran to serve as our independent auditor is in the best interests of the Company and its stockholders, and we are asking our stockholders to ratify the appointment of Saeed Kamran as our independent auditor for the year ended December 31, 2024. While the Board of Directors is responsible for the appointment, compensation, retention, termination and oversight of the independent registered public accounting firm, the Board of Directors are requesting, as a matter of policy, that the stockholders ratify the appointment of Saeed Kamran as our independent registered public accounting firm.

Ratification of this appointment shall be effective upon the affirmative vote of a majority of the shares present in person or represented by proxy at the annual meeting and entitled to vote on, and who voted for, against, or expressly abstained with respect to, this proposal, provided that a quorum exists at the annual meeting. For purposes of the vote on this proposal, an abstention or a failure to submit a proxy card or vote by mail, telephone, fax, over the Internet or in person at the Annual Meeting will have no effect on the vote to approve the proposal, except to the extent that a failure to vote prevents the Company from obtaining a quorum for the Annual Meeting. Properly executed proxies will be voted at the Annual Meeting in accordance with the instructions specified on the proxy; if no such instructions are given, the persons named as agents and proxies in the enclosed form of proxy will vote such proxy “For” the ratification of the appointment of Saeed Kamran.

The Board of Directors is not required to take any action as a result of the outcome of the vote on this proposal. In the event stockholders fail to ratify the appointment, the Board of Directors may reconsider this appointment. Even if the appointment is ratified, the Board of Directors, in its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the committee determines that such a change would be in our and the stockholders’ best interests.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

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PROPOSAL 3

ADOPTION OF THE GLOBALTECH GROUP, INC.

2024 EQUITY INCENTIVE PLAN

General Information

At the Annual Meeting, stockholders are requested to approve and adopt the Company’s 2024 Equity Incentive Plan, which we refer to as the 2024 Plan.

The following is a summary of the principal features of the 2024 Plan. This summary does not purport to be a complete description of all of the provisions of the 2024 Plan. It is qualified in its entirety by reference to the full text of the 2024 Plan, as proposed to be ratified, which is included as Appendix A to this Proxy Statement.

General Information About The 2024 Plan

On September 25, 2024, the Board of Directors adopted the 2024 Plan, subject to approval and adoption by the stockholders of the Company at the Annual Meeting (i.e., such 2024 Plan is not effective until adopted by the stockholders of the Company).

The 2024 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) stock appreciation rights (“SARs”); (iv) restricted stock awards; (v) restricted stock units; (vi) shares in performance of services; (vii) other awards of equity or equity based compensation; or (viii) any combination of the foregoing. In making such determinations, the Board may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board in its discretion shall deem relevant.

Shares Available Under the 2024 Plan; Evergreen Provision

Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Company’s common stock, the aggregate number of shares of common stock which may be issued pursuant to awards under the 2024 Plan is the sum of (i) 7.5 million (7,500,000) shares, and (ii) an automatic increase on April 1st of each year for a period of nine years commencing on April 1, 2024 and ending on (and including) April 1, 2034, in an amount equal to the lesser of (A) five percent (5%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year (the “Evergreen Measurement Date”); and (B) 7.5 million (7,500,000) shares of common stock; provided, however, that the Board may act prior to April 1st of a given year to provide that the increase for such year will be a lesser number of shares of common stock. This is also known as an “evergreen” provision. Notwithstanding the foregoing, no more than a total of 75,000,000 shares of common stock (or awards) may be issued or granted under the 2024 Plan in aggregate, and no more than 75,000,000 shares of common stock may be issued pursuant to the exercise of Incentive Stock Options.

If an award granted under the 2024 Plan entitles a holder to receive or purchase shares of our common stock, then on the date of grant of the award, the number of shares covered by the award (or to which the award relates) will be counted against the total number of shares available for granting awards under the 2024 Plan. As a result, the shares available for granting future awards under the 2024 Plan will be reduced as of the date of grant. However, certain shares that have been counted against the total number of shares authorized under the 2024 Plan in connection with awards previously granted under such 2024 Plan will again be available for awards under the 2024 Plan as follows: shares of our common stock covered by an award or to which an award relates which were not issued because the award terminated or was paid in cash or any portion thereof that was forfeited or cancelled without the delivery of shares will again be available for awards, including, but not limited to shares forfeited to pay any exercise price or tax obligation.

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In addition, shares of common stock related to awards that expire, are forfeited or cancelled or terminate for any reason without the issuance of shares shall not be treated as issued pursuant to the 2024 Plan.

The shares available for awards under the 2024 Plan will be authorized but unissued shares of our common stock or shares acquired in the open market or otherwise.

Administration

The Company is the issuer (manager) of the 2024 Plan. The 2024 Plan is administered by either (a) the entire Board of Directors of the Company, or the (b) Compensation Committee, as determined from time to time by the Board of Directors (the “Administrator”). Subject to the terms of the 2024 Plan, the Administrator may determine the recipients, the types of awards to be granted, the number of shares of our Common Stock subject to or the cash value of awards, and the terms and conditions of awards granted under the 2024 Plan, including the period of their exercisability and vesting. The Administrator also has the authority to provide for accelerated exercisability and vesting of awards. Subject to the limitations set forth below, the Administrator also determines the fair market value applicable to an award and the exercise or strike price of stock options and stock appreciation rights granted under the 2024 Plan.

The Administrator may also delegate to one or more executive officers the authority to designate employees who are not executive officers to be recipients of certain awards and the number of shares of our common stock subject to such awards. Under any such delegation, the Administrator will specify the total number of shares of our common stock that may be subject to the awards granted by such executive officer. The executive officer may not grant an award to himself or herself.

On or after the date of grant of an award under the 2024 Plan, the Administrator may (i) accelerate the date on which any such award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such award, including, without limitation, extending the period following a termination of a participant’s employment during which any such award may remain outstanding, or (iii) waive any conditions to the vesting, exercisability or transferability, as the case may be, of any such award; provided, that the Administrator shall not have any such authority to the extent that the grant of such authority would cause any tax to become due under Section 409A of the Internal Revenue Code (the “Code”).

Eligibility

All of the Company’s employees (including its affiliates), non-employee directors and consultants are eligible to participate in the 2024 Plan and may receive all types of awards other than incentive stock options. Incentive stock options may be granted under the 2024 Plan only to our employees (including our affiliates). Additionally, employees of the Meridian Companies and certain of their subsidiaries will be eligible to receive awards under the 2024 Plan.

As of September 26, 2024, we had 350 employees, six non-employee directors and one consultant.

No awards are issuable by the Company under the 2024 Plan (a) in connection with services associated with the offer or sale of securities in a capital-raising transaction; or (b) where the services directly or indirectly promote or maintain a market for the Company’s securities.

Limit on Non-Employee Director Compensation

The maximum number of shares subject to awards granted during a single calendar year to any non-employee director, taken together with any cash fees paid during the compensation year to the non-employee director, in respect of the director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), will not exceed $750,000, or $1 million in the first year such non-employee director is appointed to the Board, or in the case of any non-employee chairperson of the Board, in total value (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes). Compensation will count towards this limit for the fiscal year in which it was granted or earned, and not later when distributed, in the event it is deferred.

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Option Terms

Stock options may be granted by the Administrator and may be either non-qualified (non-statutory) stock options or incentive stock options. The Administrator, in its sole discretion, determines the exercise price of any options granted under the Plan which exercise price is set forth in the agreement evidencing the option, provided however that at no time can the exercise price be less than the $0.0001 par value per share of the Company’s common stock. Stock options are subject to the terms and conditions, including vesting conditions, set by the Administrator (and incentive stock options are subject to further statutory restrictions that will be set forth in the grant agreement for those options). The exercise price for all stock options granted under the 2024 Plan will be determined by the Administrator, except that no stock options can be granted with an exercise price that is less than 100% of the fair market value of the Company’s common stock on the date of grant. Further, stockholders who own greater than 10% of the Company’s voting stock will not be granted incentive stock options that have an exercise price less than 110% of the fair market value of the Company’s common stock on the date of grant.

The term of all stock options granted under the 2024 Plan will be determined by the Administrator, but the term of an incentive stock option may not exceed 10 years (five years for incentive stock options granted to stockholders who own greater than 10% of the Company’s voting stock). Each stock option gives the grantee the right to receive a number of shares of the Company’s common stock upon exercise of the stock option and payment of the exercise price. The exercise price may be paid in cash or if approved by the Administrator, shares of the Company’s common stock. The Administrator may also permit other ways for a grantee to pay the exercise price.

Options granted under the 2024 Plan may be exercisable in cumulative increments, or “vest,” as determined by the Administrator.

Incentive stock options granted under the 2024 Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. Nonqualified (non-statutory stock options) granted under the 2024 Plan are not intended to qualify as incentive stock options under the Code.

The Administrator may impose limitations on the transferability of stock options granted under the 2024 Plan in its discretion. Generally, a participant may not transfer a stock option granted under the 2024 Plan other than by will or the laws of descent and distribution or, subject to approval by the Administrator, pursuant to a domestic relations order. However, the Administrator may permit transfer of a stock option in a manner that is not prohibited by applicable tax and securities laws. Options may not be transferred to a third party financial institution for value.

Unless the terms of an optionholder’s stock option agreement, or other written agreement between us and the optionholder, provide otherwise, if an optionholder’s service relationship with us or any of our affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. This period may be extended in the event that the exercise of the option is prohibited by applicable securities laws or the immediate sale of shares acquired upon exercise of the option is prohibited by our insider trading policy. If an optionholder’s service relationship with us or any of our affiliates ceases due to death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death. If an optionholder’s service relationship with us or any of our affiliates ceases due to disability, the optionholder may generally exercise any vested options for a period of 12 months following the cessation of service. In the event of a termination for cause, options generally terminate upon the termination date. In no event may an option be exercised beyond the expiration of its term. Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the administrator and may include (i) cash, check, bank draft or money order; (ii) a broker-assisted cashless exercise; (iii) the tender of shares of our common stock previously owned by the optionholder; (iv) a net exercise of the option (to the extent allowed); or (v) other legal consideration approved by the administrator.

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Except as explicitly provided otherwise in a participant’s stock option agreement or other written agreement with us or one of our affiliates, the term “cause” is defined in the 2024 Plan to mean any event which would qualify as cause for termination under the participant’s employment agreement with the Company, or, if there is no such employment agreement, any of the following (i)the recipient’s dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business; (ii)the recipient’s commission of (A)a felony or (B)any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii)the recipient’s failure to perform the recipient’s assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the recipient by the Company; (iv)the recipient’s gross negligence, willful misconduct or insubordination with respect to the Company or any affiliate of the Company; or (v)the recipient’s material violation of any provision of any agreement(s)between the recipient and the Company relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions.

Restricted Stock Unit Awards

Restricted stock unit (RSU)awards are granted under restricted stock unit award agreements adopted by the administrator. Restricted stock unit awards may be granted in consideration for any form of legal consideration that may be acceptable to our board of directors and permissible under applicable law. A restricted stock unit award may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the administrator, or in any other form of consideration set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the applicable award agreement, or other written agreement between us and the recipient, restricted stock unit awards that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Restricted Stock Awards

Restricted stock awards are granted under restricted stock award agreements adopted by the administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past or future services to us, or any other form of legal consideration that may be acceptable to our board of directors and permissible under applicable law. The administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. If a participant’s service relationship with us ends for any reason, we may receive any or all of the shares of common stock held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right.

Stock Appreciation Rights

Stock appreciation rights are granted under stock appreciation right agreements adopted by the administrator. The administrator determines the purchase price or strike price for a stock appreciation right, which generally will not be less than 100% of the fair market value of our common stock on the date of grant. A stock appreciation right granted under our 2024 Plan will vest at the rate specified in the stock appreciation right agreement as determined by the administrator. Stock appreciation rights may be settled in cash or shares of our common stock or in any other form of payment as determined by our board of directors and specified in the stock appreciation right agreement.

The administrator determines the term of stock appreciation rights granted under our 2024 Plan, up to a maximum of 10 years. If a participant’s service relationship with us or any of our affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service. This period may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws. If a participant’s service relationship with us, or any of our affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, stock appreciation rights generally terminate upon the termination date. In no event may a stock appreciation right be exercised beyond the expiration of its term.

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Performance Awards

Our 2024 Plan permits the grant of performance awards that may be settled in stock, cash or other property. Performance awards may be structured so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period. Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, our common stock.

The performance goals may be based on any measure of performance selected by our board of directors. The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates, or business segments, and may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by our board of directors at the time the performance award is granted, our board of directors will appropriately make adjustments in the method of calculating the attainment of performance goals as follows: (i)to exclude restructuring and/or other nonrecurring charges; (ii)to exclude exchange rate effects; (iii)to exclude the effects of changes to generally accepted accounting principles; (iv)to exclude the effects of any statutory adjustments to corporate tax rates; (v)to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (vi)to exclude the dilutive effects of acquisitions or joint ventures; (vii)to assume that any business divested by us achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (viii)to exclude the effect of any change in the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (ix)to exclude the effects of stock based compensation and the award of bonuses under our bonus plans; (x)to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles; and (xi)to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles.

Other Stock Awards

The administrator may grant other awards based in whole or in part by reference to our common stock. The administrator will set the number of shares under the stock award (or cash equivalent)and all other terms and conditions of such awards.

Tax Withholding Adjustments

To the extent provided by the terms of an option or other award, or otherwise agreed to by the Administrator, a participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of such option, or award by a cash payment upon exercise, or in the discretion of the Administrator, by authorizing our company to withhold a portion of the stock otherwise issuable to the participant, by delivering already-owned shares of our common stock or by a combination of these means.

Changes to Capital Structure

In the event there is a specified type of change in our capital structure, such as a stock split, reverse stock split, or recapitalization, appropriate adjustments will be made to (i)the class and maximum number of shares reserved for issuance under our 2024 Plan, (ii)the class and maximum number of shares by which the share reserve may increase automatically each year, (iii)the class and maximum number of shares that may be issued on the exercise of ISOs, and (iv)the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock awards.

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Corporate Transactions

In the event of a corporate transaction (as defined in the 2024 Plan), unless otherwise provided in a participant’s stock award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly provided by the administrator at the time of grant, any stock awards outstanding under our 2024 Plan may be assumed, continued or substituted for by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by us with respect to the stock award may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company)does not assume, continue or substitute for such stock awards, then (i)with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable)of such stock awards will be accelerated in full (or, in the case of performance awards with multiple vesting levels depending on the level of performance, vesting will accelerate at 100% of the target level)to a date prior to the effective time of the corporate transaction (contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by us with respect to such stock awards will lapse (contingent upon the effectiveness of the corporate transaction); and (ii) any such stock awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction, except that any reacquisition or repurchase rights held by us with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the corporate transaction.

In the event a stock award will terminate if not exercised prior to the effective time of a corporate transaction, the administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any) of (i) the value of the property the participant would have received upon the exercise of the stock award, over (ii) any per share exercise price payable by such holder, if applicable. In addition, any escrow, holdback, earn out or similar provisions in the definitive agreement for the corporate transaction may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of our common stock.

Change in Control

Stock awards granted under our 2024 Plan may be subject to acceleration of vesting and exercisability upon or after a change in control (as defined in the 2024 Plan) as may be provided in the applicable stock award agreement or in any other written agreement between us or any affiliate and the participant, but in the absence of such provision, no such acceleration will automatically occur.

Repricing; Cancellation and Re-Grant of Stock Options or Stock Appreciation Rights

The Administrator has the right, to effect, at any time and from time to time, subject to the consent of any participant whose award is materially impaired by such action, (1) the reduction of the exercise price (or strike price) of any outstanding option or SAR; (2) the cancellation of any outstanding option or SAR and the grant in substitution therefor of (A) a new option, SAR, restricted stock award, RSU award or other award, under the 2024 Plan or another equity plan of the Company, covering the same or a different number of shares of common stock, (B) cash and/or (C) other valuable consideration (as determined by the Board); or (3) any other action that is treated as a repricing under generally accepted accounting principles.

Duration; Termination of the 2024 Plan

Our board of directors has the authority to amend, suspend, or terminate our 2024 Plan at any time, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require the approval of our stockholders. No incentive stock options may be granted after the tenth anniversary of the date our board of directors adopted our 2024 Plan. No stock awards may be granted under our 2024 Plan while it is suspended or after it is terminated.

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Federal Income Tax Consequences

The following is a summary of the principal United States federal income tax consequences to the recipient and our company with respect to participation in the 2024 Plan. This summary is not intended to be exhaustive, and does not discuss the income tax laws of any city, state or foreign jurisdiction in which a participant may reside.

Incentive Stock Options

There will be no federal income tax consequences to either us or the recipient upon the grant of an incentive stock option. Upon exercise of the option, the excess of the fair market value of the stock over the exercise price, or the “spread,” will be added to the alternative minimum tax base of the recipient unless a disqualifying disposition is made in the year of exercise. A disqualifying disposition is the sale of the stock prior to the expiration of two years from the date of grant and one year from the date of exercise. If the shares of common stock are disposed of in a disqualifying disposition, the recipient will realize taxable ordinary income in an amount equal to the spread at the time of exercise, and we will be entitled (subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation) to a federal income tax deduction equal to such amount. If the recipient sells the shares of common stock after the specified periods, the gain or loss on the sale of the shares will be long-term capital gain or loss and we will not be entitled to a federal income tax deduction.

Non-Statutory Stock Options and Restricted Stock Awards

Non-statutory stock options and restricted stock awards granted under the 2024 Plan generally have the following federal income tax consequences.

There are no tax consequences to the participant or us by reason of the grant. Upon acquisition of the stock, the recipient will recognize taxable ordinary income equal to the excess, if any, of the stock’s fair market value on the acquisition date over the purchase price. However, to the extent the stock is subject to “a substantial risk of forfeiture” (as defined in Section 83 of the Code), the taxable event will be delayed until the forfeiture provision lapses unless the recipient elects to be taxed on receipt of the stock by making a Section 83(b) election within 30 days of receipt of the stock. If such election is not made, the recipient generally will recognize income as and when the forfeiture provision lapses, and the income recognized will be based on the fair market value of the stock on such future date. On that date, the recipient’s holding period for purposes of determining the long-term or short-term nature of any capital gain or loss recognized on a subsequent disposition of the stock will begin. If a recipient makes a Section 83(b) election, the recipient will recognize ordinary income equal to the difference between the stock’s fair market value and the purchase price, if any, as of the date of receipt and the holding period for purposes of characterizing as long-term or short-term any subsequent gain or loss will begin at the date of receipt.

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Stock Appreciation Rights

Generally, if a stock appreciation right is granted with an exercise price equal to or greater than the fair market value of the underlying stock on the grant date, the recipient will recognize ordinary income equal to the fair market value of the stock or cash received upon such exercise. Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the stock appreciation right.

Potential Limitation on Company Deductions

Section 162(m)of the Code denies a deduction to any publicly-held corporation for compensation paid to certain senior executives of our company (a “covered employee”)in a taxable year to the extent that compensation to such employees exceeds $1,000,000. It is possible that compensation attributable to awards, when combined with all other types of compensation received by a covered employee from our company, may cause this limitation to be exceeded in any particular year.

Awards planned under the 2024 Plan

There are no current plans to issue any awards under the 2024 Plan.

Required Vote; Recommendation of the Board of Directors

Approval of the Equity Plan Proposal requires that a majority of the votes cast on such Equity Plan Proposal are voted “FOR” approval of the Equity Plan Proposal, by the holders of shares of GlobalTech’s voting stock present in person or by proxy and entitled to vote on the matter at the Annual Meeting, provided that a quorum exists at such Annual Meeting. For purposes of the vote on the Equity Plan Proposal, a broker non-vote, an abstention or a failure to submit a proxy card or vote by mail, telephone, fax, over the Internet or at the Annual Meeting will have no effect on the vote to approve the Equity Plan Proposal, except to the extent that a failure to vote prevents the Company from obtaining a quorum for the Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR ”

THE APPROVAL OF THE EQUITY PLAN PROPOSAL.

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PROPOSAL 4

THE APPROVAL, RATIFICATION AND VALIDATION OF AN AMENDMENT TO OUR

ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF

OUR COMMON STOCK, $0.0001 PAR VALUE PER SHARE, THAT WE MAY ISSUE FROM

10,000,000 TO 500,000,000

Our Board Has Approved the Ratification Proposal

Our Board has determined that it is in the best interests of our stockholders and us to ratify and validate, pursuant to Section 78.0296 of the NRS, the filing and effectiveness of the Certificate of Amendment we filed with the Nevada Secretary of State on August 27, 2020, to increase the Company’s authorized shares of common stock, $0.0001 par value per share, from 10,000,000 shares of common stock to 500,000,000 shares of common stock (the “2020 Share Increase Amendment”). If approved, this ratification will be retroactive to the date of effectiveness of the filing of the 2020 Share Increase Amendment with the Nevada Secretary of State.

Background

Recently, it came to the attention of the Board that the effectiveness of the 2020 Share Increase Amendment could be called into question as (a) the Certificate of Amendment form filed by the Company with the Nevada Secretary of State in connection with such 2020 Share Increase Amendment was the form to be used pursuant to Section 78.380 of the NRS, which is only available before the issuance of any shares of common stock of the Company; (b) such form of Certificate of Amendment purported to be approved by at least two-thirds of the Board of Directors of the Company, which while such approval would have been valid had the Company been authorized to file the Certificate of Amendment under Section 78.320 of the NRS, was not sufficient to approve the filing of a Certificate of Amendment after the issuance of stock under Section 78.390 of the NRS, which requires (i) the board of directors to adopt a resolution setting forth the amendment proposed and submit the proposed amendment to the stockholders for approval; and (ii) for the stockholders holding shares in the corporation representing at least a majority of the voting power to approve the amendment, and (c) because the Company had common stock outstanding at the time the 2020 Share Increase Amendment was filed with the Secretary of State.

The Board reviewed the issue further, consulted with new outside counsel, and determined that it would be appropriate and in the best interests of the Company and its stockholders to obtain a vote to approve, ratify and validate the 2020 Share Increase Amendment, which we refer to as the 1^st Ratification Proposal, to confirm and validate its effectiveness, and take any other necessary actions, as appropriate, pursuant to Section 78.0296 of the NRS to eliminate any uncertainty related to the effectiveness of the 2020 Share Increase Amendment and any subsequent issuances of shares of our common stock.

If the 1^st Ratification Proposal is approved by our stockholders and becomes effective, the 2020 Share Increase Amendment will be retroactive to August 27, 2020, which was the date of the filing of the 2020 Share Increase Amendment with the Nevada Secretary of State.

Among other consequences, the 1^st Ratification Proposal will (i) confirm that, at all times since the effectiveness of the 2020 Share Increase Amendment on August 27, 2020, the Company had sufficient authorized and unissued shares of common stock to permit the sales and issuances of our common stock that have occurred since that date in excess of the authorized number of shares prior to the 2020 Share Increase Amendment and confirm the validity of such shares, (ii) facilitate potential future transactions, including, without limitation, capital-raising transactions and strategic transactions, provided, the Company has no such plans at this time; (iii) have a dilutive effect on the earnings per share and on the equity and voting power of existing holders of our common stock and may adversely affect the market price of our common stock; and (iv) may have an anti-takeover effect on a third party’s efforts to obtain control of the Company.

Section 78.0296 of the NRS allows a Nevada corporation, by following specified procedures, to ratify and validate a corporate act retroactive to the date the corporate act was originally taken. Our Board has determined that it would be advisable and in the best interests of our stockholders and us to ratify the filing and effectiveness of the 2020 Share Increase Amendment pursuant to Section 78.0296 of the NRS to eliminate any uncertainty that may exist related to its validity or effectiveness and unanimously adopted resolutions to that effect. Our Board also recommended that our stockholders approve the 1^st Ratification Proposal for purposes of Section 78.0296, and directed that the 1^st Ratification Proposal be submitted to our stockholders for approval. The text of the 2020 Share Increase Amendment in the form of the Certificate of Amendment is attached to this proxy statement as Appendix B, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company.

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Filing of a Certificate of Validation

Upon the receipt of the required vote of the stockholders to approve the 1^st Ratification Proposal, we plan to file a certificate of validation regarding the 2020 Share Increase Amendment with the Nevada Secretary of State (the “Share Increase Amendment Certificate of Validation”) in the form attached as Appendix C, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company. If required under NRS, we will also file a Certificate of Correction with the Nevada Secretary of State. The filing date of the Share Increase Amendment Certificate of Validation with the Nevada Secretary of State will be the validation effective time of the 1^st Ratification Proposal within the meaning of Section 78.0296 of the NRS. In addition, pursuant to Section 78.0296 of the NRS, we will provide notice of the approval of the 1^st Ratification Proposal to each stockholder of record at the time of such approval not later than 10 days after the 1^st Ratification Proposal is approved by the stockholders as contemplated in this proxy statement.

Retroactive Ratification of the 2020 Share Increase Amendment

Subject to the 180-day period for bringing legal challenges discussed below, when the Share Increase Amendment Certificate of Validation, or, if necessary, a Certificate of Correction, becomes effective in accordance with the NRS, it should eliminate any possible uncertainty as to whether the 2020 Share Increase Amendment is void or voidable as a result of the potential failure of authorization described above, and the effect of the ratification will be retroactive to the filing of the 2020 Share Increase Amendment with the Secretary of State on August 27, 2020.

Time Limitations on Legal Challenges to the 1^st Ratification Proposal

If the 1^st Ratification Proposal becomes effective, under the NRS, any claim that the 2020 Share Increase Amendment ratified pursuant to the 1^st Ratification Proposal is void or voidable due to a failure of authorization, must be brought within 180 days from the date of notice we give to our stockholders of record of the 1^st Ratification Proposal.

The Consequences if the 1^st Ratification Proposal is Not Approved by Our Stockholders

If the 1^st Ratification Proposal is not approved by the requisite vote of our stockholders, we will not be able to file the Share Increase Amendment Certificate of Validation with the Nevada Secretary of State and the 2020 Share Increase Amendment may not be deemed effective in accordance with Section 78.0296 of the NRS. The failure to approve the 1^st Ratification Proposal may leave us exposed to potential claims that (i) the 2020 Share Increase Amendment did not receive requisite stockholder approval, (ii) the 2020 Share Increase Amendment therefore was not validly adopted, and (iii) as a result, (a) the Company would not have sufficient authorized but unissued shares of common stock to permit future sales and issuances of common stock, including pursuant to outstanding warrants and stock options, (b) past issuances of common stock may not be valid, and (c) the Company would not be able to validate our total outstanding shares of common stock in connection with any strategic transaction that our Board may determine is advisable. Any inability to issue common stock in the future and any invalidity of past issuances of common stock could expose us to significant claims and have a material adverse effect on our liquidity.

Vote Required; Recommendation of the Board

The 1^st Ratification Proposal requires “FOR” votes from the holders of a majority of shares of our common stock outstanding as of the Record Date without including any Disregarded Shares. As a result, votes from the Disregarded Shares will not be counted unless the 1^st Ratification Proposal receives at least 129,833,391 votes in favor of such proposal, and Proposal 4 will not pass unless shareholders holding 134,833,392 or more shares of common stock vote “For” approval of such Proposal 4, which will conclusively demonstrate that the required majority of the votes for the 1^st Ratification Proposal was obtained when not including the Disregarded Shares.

Thus, the Board urges all stockholders to vote their shares “FOR” the 1^st Ratification Proposal, regardless of when they were acquired. Additionally, a stockholder’s failure to submit a proxy card or to vote in person at the Annual Meeting, an abstention from voting, or a broker non-vote, if any, will have the same effect as a vote “AGAINST” the 1^st Ratification Proposal.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE 1^st RATIFICATION PROPOSAL.

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PROPOSAL 5

THE APPROVAL, RATIFICATION AND VALIDATION OF AN AMENDMENT TO OUR

ARTICLES OF INCORPORATION TO CHANGE OUR NAME FROM “ELKO BROADBAND

INC” TO “GLOBALTECH CORPORATION”

Our Board Has Approved the Ratification Proposal

Our Board has determined that it is in the best interests of our stockholders and us to ratify and validate, pursuant to Section 78.0296 of the NRS, the filing and effectiveness of the Certificate of Amendment we filed with the Nevada Secretary of State on March 23, 2022, to change our name from “Elko Broadband Inc” to “GlobalTech Corporation” (the “2022 Name Change Amendment”). If approved, this ratification will be retroactive to the date of effectiveness of the filing of the 2022 Name Change Amendment with the Nevada Secretary of State.

Background

Recently, it came to the attention of the Board that the effectiveness of the 2022 Name Change Amendment could be called into question as (a) the Certificate of Amendment form filed by the Company with the Nevada Secretary of State in connection with such 2022 Name Change Amendment was the form to be used pursuant to Section 78.380 of the NRS, which is only available before the issuance of any shares of common stock of the Company; (b) such form of Certificate of Amendment purported to be approved by at least two-thirds of the Board of Directors of the Company, which while such approval would have been valid had the Company been authorized to file the Certificate of Amendment under Section 78.320 of the NRS, was not sufficient to approve the filing of a Certificate of Amendment after the issuance of stock under Section 78.390 of the NRS, which requires (i) the board of directors to adopt a resolution setting forth the amendment proposed and submit the proposed amendment to the stockholders for approval; and (ii) for the stockholders holding shares in the corporation representing at least a majority of the voting power to approve the amendment, and (c) because the Company had common stock outstanding at the time the 2022 Name Change Amendment was filed with the Secretary of State.

The Board reviewed the issue further, consulted with new outside counsel, and determined that it would be appropriate and in the best interests of the Company and its stockholders to obtain a vote to approve, ratify and validate the 2022 Name Change Amendment, which we refer to as the 2^nd Ratification Proposal, to confirm and validate its effectiveness, and take any other necessary actions, as appropriate, pursuant to Section 78.0296 of the NRS to eliminate any uncertainty related to the effectiveness of the 2022 Name Change Amendment.

If the 2^nd Ratification Proposal is approved by our stockholders and becomes effective, the 2022 Name Change Amendment will be retroactive to March 1, 2022, which was the effective date of the filing of the 2022 Name Change Amendment with the Nevada Secretary of State.

Section 78.0296 of the NRS allows a Nevada corporation, by following specified procedures, to ratify and validate a corporate act retroactive to the date the corporate act was originally taken. Our Board has determined that it would be advisable and in the best interests of our stockholders and us to ratify the filing and effectiveness of the 2022 Name Change Amendment pursuant to Section 78.0296 of the NRS to eliminate any uncertainty that may exist related to its validity or effectiveness and unanimously adopted resolutions to that effect. Our Board also recommended that our stockholders approve the 2^nd Ratification Proposal for purposes of Section 78.0296, and directed that the 2^nd Ratification Proposal be submitted to our stockholders for approval. The text of the 2022 Name Change Amendment in the form of the Certificate of Amendment is attached to this proxy statement as Appendix D, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company.

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Filing of a Certificate of Validation

Upon the receipt of the required vote of the stockholders to approve the 2nd Ratification Proposal, we plan to file a certificate of validation regarding the 2022 Name Change Amendment with the Nevada Secretary of State (the “Name Change Amendment Certificate of Validation”) in the form attached as Appendix E, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company. If required under NRS, we will also file a Certificate of Correction with the Nevada Secretary of State. The filing date of the Name Change Amendment Certificate of Validation with the Nevada Secretary of State will be the validation effective time of the 2^nd Ratification Proposal within the meaning of Section 78.0296 of the NRS. In addition, pursuant to Section 78.0296 of the NRS, we will provide notice of the approval of the 2^nd Ratification Proposal to each stockholder of record at the time of such approval not later than 10 days after the 2^nd Ratification Proposal is approved by the stockholders as contemplated in this proxy statement.

Retroactive Ratification of the 2022 Name Change Amendment

Subject to the 180-day period for bringing legal challenges discussed below, when the Share Increase Amendment Certificate of Validation, or, if necessary, a Certificate of Correction, becomes effective in accordance with the NRS, it should eliminate any possible uncertainty as to whether the 2022 Name Change Amendment is void or voidable as a result of the potential failure of authorization described above, and the effect of the ratification will be retroactive to the effective date of the filing of the 2022 Name Change Amendment with the Secretary of State on March 1, 2022.

Time Limitations on Legal Challenges to the 2^nd Ratification Proposal

If the 2^nd Ratification Proposal becomes effective, under the NRS, any claim that the 2022 Name Change Amendment ratified pursuant to the 2^nd Ratification Proposal is void or voidable due to a failure of authorization, must be brought within 180 days from the date of notice we give to our stockholders of record of the 2^nd Ratification Proposal.

The Consequences if the 2^nd Ratification Proposal is Not Approved by Our Stockholders

If the 2^nd Ratification Proposal is not approved by the requisite vote of our stockholders, we will not be able to file the Name Change Amendment Certificate of Validation with the Nevada Secretary of State and the 2022 Name Change Amendment may not be deemed effective in accordance with Section 78.0296 of the NRS. The failure to approve the 2nd Ratification Proposal may leave us exposed to potential claims that (i) the 2022 Name Change Amendment did not receive requisite stockholder approval, and (ii) that the name change affected by the 2022 Name Change Amendment was not effective.

Vote Required; Recommendation of the Board

The 2^nd Ratification Proposal requires “FOR” votes from the holders of a majority of shares of our common stock outstanding as of the Record Date. All stockholders as of the Record Date are encouraged to vote at the meeting. The Board urges all stockholders to vote their shares “FOR” the 2^nd Ratification Proposal, regardless of when they were acquired. Additionally, a stockholder’s failure to submit a proxy card or to vote in person at the Annual Meeting, an abstention from voting, or a broker non-vote, if any, will have the same effect as a vote “AGAINST” the 2^nd Ratification Proposal.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE 2^nd RATIFICATION PROPOSAL.

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PROPOSAL 6

AMENDMENT TO ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT

Risks of the Proposed Reverse Stock Split

At the Annual Meeting, stockholders will be asked to approve an amendment to Article 3 of the Company’s Articles of Incorporation, as amended (in the event that Proposal 7 is not approved at the Annual Meeting) or as amended and restated (in the event that Proposal 7 is approved at the Annual Meeting) ((the “Reverse Stock Split Amendment”) to effect a reverse stock split of the Company’s issued and outstanding shares of common stock by a ratio of between one-for-two and one-for-ten, inclusive (the “Reverse Stock Split”), with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to December 5, 2025. A vote “FOR” Proposal 6 will constitute approval of the Reverse Stock Split Amendment and will grant the Board the authority to determine whether to implement the Reverse Stock Split and to select the Reverse Stock Split ratio out of the range approved by the Company’s stockholders at the Annual Meeting. The Board expects to authorize the consummation of the Reverse Stock Split only if and to the extent necessary to obtain compliance with the Nasdaq initial listing requirements, as further discussed under “Purpose” below. Upon the effectiveness of the Reverse Stock Split (the “Effective Date”), the issued and outstanding shares of the Company’s common stock immediately prior to the Effective Date will be reclassified into a fewer number of shares based on the Reverse Stock Split ratio selected by the Board.

The Reverse Stock Split, as more fully described below, will not change the number of authorized shares of common stock or the par value of the Company’s common stock.

The description in this Proxy Statement of the proposed Reverse Stock Split Amendment is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Form of Certificate of Amendment to the Articles of Incorporation attached to this Proxy Statement as Appendix F, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company.

Purpose

The sole purpose for the Reverse Stock Split is based on the Board’s belief that the Reverse Stock Split will likely be necessary to obtain a listing of our common stock on the Nasdaq Capital Market or NYSE American. In the event that the Board, in its sole discretion, determines to implement the Reverse Stock Split for such purpose, the Board believes that the Reverse Stock Split could also improve the marketability and liquidity of the common stock.

The initial listing rules of the Nasdaq Capital Market require among other things, that an issuer have a minimum bid price of $4.00, or a minimum closing price (subject to a company having (i) average annual revenues of $6 million for three years, (ii) net tangible assets of $5 million or (iii) net tangible assets of $2 million and a 3-year operating history, in addition to satisfying certain other financial and liquidity requirements) of either $2.00 per share or $3.00 per share, depending on the specific listing standard. Such requirements are in addition to having to meet certain other listing standards, including minimum stockholders’ equity requirements ($4 million or $5 million, depending on the listing standard), market capitalization, market value of unrestricted publicly held shares, operating history, unrestricted publicly held shares, and round lot shareholder requirements.

The initial listing rules of the NYSE American require among other things, that an issuer have a minimum price of $2.00 per share or $3.00 per share, depending on the specific listing standard, as well as certain other minimum public shareholder, public float and in some cases daily trading volume. Such requirements are in addition to having to meet certain minimum pre-tax income ($750,000), market cap ($50 million or $75 million, depending on the listing standard), or total assets and total revenues ($75 million), total market value of public float, and total stockholders’ equity requirements.

While we have not applied to list our common stock on the Nasdaq or the NYSE American to date, we hope to apply to list our common stock on Nasdaq or the NYSE American in the future and expect that the Reverse Stock Split will be necessary for us to meet the minimum bid price and/or minimum closing stock price requirements of Nasdaq or the NYSE American. We may never apply to list our common stock on Nasdaq or the NYSE American in the future, may not be able to meet the initial listing standards of Nasdaq or the NYSE American, even after a Reverse Stock Split, may meet such listing standards without having to affect a Reverse Stock Split, and/or may have any application to Nasdaq or the NYSE American rejected. Our common stock may never trade on Nasdaq or the NYSE American in the future, even if the Reverse Stock Split is approved at the Annual Meeting.

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Improve the marketability and liquidity of the common stock. In the event the Board elects to implement the Reverse Stock Split, we also believe that the increased market price of our common stock expected as a result of implementing the Reverse Stock Split will improve the marketability and liquidity of our common stock and will encourage interest and trading in our common stock. A reverse stock split could allow a broader range of institutions to invest in our common stock (namely, funds that are prohibited from buying stocks whose price is below a certain threshold), potentially increasing the liquidity of our common stock. A reverse stock split could help increase analyst and broker interest in our stock as their policies can discourage them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. It should be noted, however, that the liquidity of our common stock may in fact be adversely affected by the proposed Reverse Stock Split given the reduced number of shares of common stock that would be outstanding after the Reverse Stock Split.

For the above reasons, we believe that providing the Board with the ability to effect the Reverse Stock Split, in the event that it determines, in its sole discretion, that implementing the Reverse Stock Split will help us obtain a listing for our common stock on Nasdaq or the NYSE American, it could also improve the marketability and liquidity of our common stock, and that such approval is in the best interests of the Company and our stockholders. However, regardless as to whether or not the Board believes that implementing the Reverse Stock Split could help us obtain the listing of our common stock on Nasdaq or the NYSE American, the Board reserves the right not to implement the Reverse Stock Split if it determines, in its sole discretion, that it otherwise would not be in our and our stockholders’ best interests.

Accounting Matters

The par value of the shares of our common stock is not changing as a result of the implementation of the Reverse Stock Split. Our stated capital, which consists of the par value per share of our common stock multiplied by the aggregate number of shares of our common stock issued and outstanding, will be reduced proportionately on the effective date of the Reverse Stock Split. Correspondingly, our additional paid-in capital, which consists of the difference between our stated capital and the aggregate amount paid to us upon the issuance of all currently outstanding shares of our common stock, will be increased by a number equal to the decrease in stated capital. Further, net income (loss) per share, book value per share and other per share amounts will be increased as a result of the Reverse Stock Split because there will be fewer shares of common stock outstanding.

We cannot assure you that the proposed Reverse Stock Split will increase our stock price and have the desired effect of obtaining compliance with the rules of Nasdaq or the NYSE American. The Board expects that the Reverse Stock Split of our common stock will increase the market price of our common stock so that we are able to meet the initial listing standards of Nasdaq or the NYSE American, as discussed above. However, the effect of the Reverse Stock Split upon the market price of our common stock cannot be predicted with any certainty, and the history of similar reverse stock splits for companies in like circumstances is varied. Accordingly, we cannot assure you that we will be able to meet the minimum stock prices necessary for our common stock to be listed on Nasdaq or the NYSE American after the Reverse Stock Split is affected.

It is possible that the per share price of our common stock after the Reverse Stock Split will not rise in proportion to the reduction in the number of shares of our common stock outstanding resulting from the Reverse Stock Split, and the market price per post-Reverse Stock Split share may not exceed or remain in excess of the minimum prices required for listing of our common stock on Nasdaq and the NYSE American, and the Reverse Stock Split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks. Even if we effect the Reverse Stock Split, the market price of our common stock may decrease due to factors unrelated to the stock split. In any case, the market price of our common stock may also be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If the Reverse Stock Split is consummated and the trading price of the common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split. Even if the market price per post-Reverse Stock Split share of our common stock exceeds the required thresholds for initial listing on Nasdaq or the NYSE American, we may not meet the other requirements for listing on Nasdaq or the NYSE American or Nasdaq or the NYSE American may not approve our authorization for listing, in the event we file such an application in the future.

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The proposed Reverse Stock Split may decrease the liquidity of our common stock. The liquidity of our common stock may be harmed by the proposed Reverse Stock Split given the reduced number of shares of common stock that would be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock Split. In addition, investors might consider the increased proportion of unissued authorized shares of common stock to issued shares to have an anti-takeover effect under certain circumstances, because the proportion allows for dilutive issuances which could prevent certain stockholders from changing the composition of the Board or render tender offers for a combination with another entity more difficult to successfully complete. The Board does not intend for the Reverse Stock Split to have any anti-takeover effects.

There can be no assurance that the total market capitalization of our common stock (the aggregate value of our common stock at the then market price) after the implementation of the Reverse Stock Split will be equal to or greater than the total market capitalization before the Reverse Stock Split or that the per share market price of our common stock following the Reverse Stock Split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the Reverse Stock Split. There can be no assurance that the market price per share of our common stock after the Reverse Stock Split will remain unchanged or increase in proportion to the reduction in the number of shares of our common stock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of our common stock after the Reverse Stock Split when and if approved and effected may be lower than the total market capitalization before the Reverse Stock Split. Moreover, in the future, the market price of our common stock following the Reverse Stock Split may not exceed or remain higher than the market price prior to the Reverse Stock Split.

If the Reverse Stock Split is approved and effected, the resulting per-share market price may not attract institutional investors or investment funds and may not satisfy the investing guidelines of such investors and, consequently, the trading liquidity of our common stock may not improve. While the Board of Directors believes that a higher stock price may help generate investor interest, there can be no assurance that the Reverse Stock Split will result in a per-share market price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our common stock may not necessarily improve.

A decline in the market price of our common stock after the Reverse Stock Split is approved and effected may result in a greater percentage decline than would occur in the absence of the Reverse Stock Split. If the Reverse Stock Split is approved and effected and the market price of our common stock declines, the percentage decline may be greater than would occur in the absence of the Reverse Stock Split. The market price of our common stock will, however, also be based upon our performance and other factors, which are unrelated to the number of shares of common stock outstanding.

Because the number of authorized shares of our common stock will not be reduced proportionately, the reverse stock split will increase the Board of Directors’ ability to issue authorized and unissued shares without further stockholder action. Because the number of authorized shares of our common stock will not be reduced proportionately, the reverse stock split will increase the Board of Directors’ ability to issue authorized and unissued shares without further stockholder action. Without taking into account the impact of the proposed reverse stock split, we already have a substantial number of authorized, but unissued shares of stock, the issuance of which would be dilutive to our existing stockholders and may cause a decline in the trading price of our common stock. With respect to authorized but unissued and unreserved shares, we could also use such shares to oppose a hostile takeover attempt or delay or prevent changes in control or changes in or removal of management.

Principal Effects of the Reverse Stock Split

Common stock. If this proposal is approved by the stockholders at the Annual Meeting and the Board determines to effect the Reverse Stock Split and thus amend the Articles of Incorporation, the Company will file a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada. Except for adjustments that may result from the treatment of fractional shares as described below, each issued share of common stock immediately prior to the Effective Date will automatically be changed, as of the Effective Date, into a fraction of a share of common stock based on the exchange ratio within the approved range determined by the Board. In addition, proportional adjustments will be made to the maximum number of shares of common stock issuable under, and other terms of, our stock plans, as well as to the number of shares of common stock issuable under, and the exercise price of, our outstanding options and warrants.

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Except for adjustments that may result from the treatment of fractional shares of common stock as described below, because the Reverse Stock Split would apply to all issued shares of our common stock, the proposed Reverse Stock Split would not alter the relative rights and preferences of our existing stockholders nor affect any stockholder’s proportionate equity interest in the Company. For example, a holder of two percent (2%) of the voting power of the outstanding shares of our common stock immediately prior to the effectiveness of the Reverse Stock Split will generally continue to hold two percent (2%) of the voting power of the outstanding shares of our common stock immediately after the Reverse Stock Split. Moreover, the number of stockholders of record will not be affected by the Reverse Stock Split. The amendment to the Articles of Incorporation itself would not change the number of authorized shares of our common stock or the par value thereof. The Reverse Stock Split will have the effect of creating additional unreserved shares of our authorized common stock. Although at present we have no current 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 Reverse Stock Split, other than those shares needed to satisfy the conversion and/or exercise of the Company’s outstanding warrants (of which there are none currently) and options, these additional shares of common stock may be used by us for various purposes in the future without further stockholder approval, including, among other things:

●

raising capital to fund our operations and to continue as a going concern;

●

establishing strategic relationships with other companies;

●

providing equity incentives to our employees, officers or directors; and

●

expanding our business or product lines through the acquisition of other businesses or products.

While the Reverse Stock Split will make additional shares of common stock available for the Company to use in connection with the foregoing, the primary purpose of the Reverse Stock Split is to increase our stock price in order to meet the initial listing standard of Nasdaq or the NYSE American, which compliance will be the sole factor in determining the ratio of the Reverse Stock Split.

The following table sets forth the approximate number of issued and outstanding shares of common stock, net income (loss) per share for the three months ended June 30, 2024, and the approximate exercise prices of our outstanding options, each in the event of a 1:2 to 1:10 Reverse Stock Split:

	Pre-Reverse Stock Split			After a 1:2 Reverse Stock Split			After a 1:5 Reverse Stock Split			After a 1:10 Reverse Stock Split

Common Stock authorized ⁽¹⁾		500,000,000			500,000,000			500,000,000			500,000,000
Common Stock outstanding		139,833,391			69,916,696			27,966,678			13,983,339
Number of shares of Common Stock reserved for issuance upon exercise of outstanding options ⁽²⁾		6,500,000			3,250,000			1,300,000			650,000
Number of shares of Common Stock reserved for issuance under outstanding equity incentive plans ⁽³⁾		7,500,000			3,750,000			1,500,000			750,000
Number of shares of Common Stock authorized but unissued and unreserved		346,166,609			423,083,305			469,233,322			484,616,661

Net income (loss) applicable to Common Stock per share for the quarter ended June 30, 2024	$	(0.005	)	$	(0.010	)	$	(0.025	)	$	(0.050	)
Weighted Average Exercise Price of Outstanding Options ⁽³⁾	$	0.0001		$	0.0002		$	0.0005		$	0.0010

These estimates do not reflect the potential effects of rounding up of fractional shares that may result from the Reverse Stock Split.

(1)	There will be no change to the 500,000,000 authorized shares of common stock of the Company as a result of the Reverse Stock Split.

(2)	Includes options to purchase 6,500,000 shares of common stock with an exercise price of $0.001 per share.

(3)	Includes the initial shares available for future issuance under the Company’s 2024 Equity Incentive Plan as described in Proposal 3 hereof.

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Employee Plans, Options, Restricted Stock Awards and Convertible or Exchangeable Securities. Pursuant to the terms of the 2024 Equity Incentive Plan, the number of shares of common stock issuable upon exercise of our stock options and other equity awards (including shares reserved for issuance under the equity compensation plans) will be proportionately adjusted by the applicable plan administrator, using the ratio approved by the Board of Directors for the Reverse Stock Split (between 1-for-2 and 1-for-10, inclusive). In addition, the exercise price for each outstanding stock option will be increased in inverse proportion to the ratio approved by the Board of Directors for the Reverse Stock Split (between 1-for-2 and 1-for-10, inclusive) such that upon an exercise, the aggregate exercise price payable by the optionee to the Company for the shares subject to the option will remain approximately the same as the aggregate exercise price prior to the Reverse Stock Split, subject to the terms of such securities.

Based upon the Reverse Stock Split ratio determined by the Board, proportionate adjustments are also generally required to be made to the per share exercise price and the number of shares of common stock issuable upon the exercise or conversion of any convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of common stock. This would result in approximately the same aggregate price being required to be paid under such convertible or exchangeable securities upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares of common stock reserved for issuance pursuant to these securities and our 2024 Equity Incentive Plan will be adjusted proportionately based upon the Reverse Stock Split ratio determined by the Board of Directors, subject to our treatment of fractional shares of common stock. See also the table above.

Warrants. As a result of the Reverse Stock Split, the number of shares of common stock issuable upon exercise of each outstanding warrant (of which there are currently none) to purchase shares of common stock of the Company, will decrease in proportion to the final reverse stock ratio approved by the Board in connection with the Reverse Stock Split and the exercise price of each outstanding warrant to purchase shares of common stock will increase in proportion to the final reverse stock ratio approved by the Board in connection with the Reverse Stock Split, such that the aggregate exercise price payable upon exercise of each outstanding warrant to purchase shares of common stock of the Company will remain the same both before and after the Reverse Stock Split. See also the table above.

Quotation. Our shares of common stock are currently quoted on the OTC Pink Market maintained by OTC Markets. The Reverse Stock Split will not directly affect the quotation of our common stock on the OTC Pink Market, although we believe that the Reverse Stock Split could potentially increase our stock price. Following the Reverse Stock Split, pending any uplisting to Nasdaq or the NYSE American, our common stock will continue to be quoted on the OTC Pink Market under the symbol “GLTK,” although our common stock is expected to have a new CUSIP number, a number used to identify our common stock.

“Public Company” Status. Our common stock is currently registered under Section 12(g) of the Exchange Act, and we are subject to the “public company” periodic reporting and other requirements of the Exchange Act. The proposed Reverse Stock Split will not affect our status as a public company or this registration under the Exchange Act. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Exchange Act.

Odd Lot Transactions. It is likely that some of our stockholders will own “odd-lots” of less than 100 shares of common stock following the Reverse Stock Split. A purchase or sale of less than 100 shares of common stock (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers, and generally may be more difficult than a “round lot” sale. Therefore, those stockholders who own less than 100 shares of common stock following the Reverse Stock Split may be required to pay somewhat higher transaction costs and may experience some difficulties or delays should they then determine to sell their shares of common stock.

Authorized but Unissued Shares; Potential Anti-Takeover Effects. Our Articles of Incorporation presently authorizes 500,000,000 shares of common stock and pursuant to Proposal 8(a) we are seeking stockholder approval for the authorization of 50,000,000 shares of blank check preferred stock, of which no shares are designated. The Reverse Stock Split would not change the number of authorized shares of the common stock or blank check preferred stock (if any). Therefore, because the number of issued and outstanding shares of common stock would decrease, the number of shares of common stock remaining available for issuance by us in the future would increase. See also the table above.

Such additional shares would be available for issuance from time to time for corporate purposes such as issuances of common stock in connection with capital-raising transactions and acquisitions of companies or other assets, as well as for issuance upon conversion or exercise of securities such as convertible preferred stock, convertible debt, warrants or options convertible into or exercisable for common stock. We believe that the availability of the additional shares of common stock will provide us with the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond effectively in a changing corporate environment. For example, we may elect to issue shares of common stock to raise equity capital, to make acquisitions through the use of stock, to establish strategic relationships with other companies, to adopt additional employee benefit plans or reserve additional shares of common stock for issuance under such plans, where the Board determines it advisable to do so, without the necessity of soliciting further stockholder approval, subject to applicable stockholder vote requirements under Nevada law and exchange rules (where applicable). If we issue additional shares of common stock for any of these purposes, the aggregate ownership interest of our current stockholders, and the interest of each such existing stockholder, would be diluted, possibly substantially.

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The additional shares of our common stock that would become available for issuance upon an effective Reverse Stock Split could also be used by us to oppose a hostile takeover attempt or delay or prevent a change of control or changes in or removal of our management, including any transaction that may be favored by a majority of our stockholders or in which our stockholders might otherwise receive a premium for their shares of common stock over then-current market prices or benefit in some other manner. Although the increased proportion of authorized but unissued shares of common stock to issued shares of common stock could, under certain circumstances, have an anti-takeover effect, the Reverse Stock Split is not being proposed in order to respond to a hostile takeover attempt or to an attempt to obtain control of the Company.

Fractional Shares

We will not issue fractional certificates for post-Reverse Stock Split shares of common stock in connection with the Reverse Stock Split. To the extent any holders of pre-Reverse Stock Split shares of common stock are entitled to fractional shares of common stock as a result of the Reverse Stock Split, the Company will issue an additional share to all holders of fractional shares of common stock.

Determination of the Reverse Stock Split Ratio

The Board believes that stockholder approval of an amendment that gives the board the discretion to implement a reverse stock split at a ratio of between one-for-two and one-for-ten, inclusive, for the potential Reverse Stock Split is advisable and in the best interests of our company and stockholders because it is not possible to predict market conditions at the time the Reverse Stock Split would be implemented. We believe that the proposed Reverse Stock Split ratios provide us with the most flexibility to achieve the desired results of the Reverse Stock Split. The Reverse Stock Split ratio to be selected by our Board will not be more than one-for-ten, nor less than one-for-two. The Company will publicly announce the chosen ratio at least two business days prior to the effectiveness of the Reverse Stock Split and the Reverse Stock Split will be implemented by the one-year anniversary of the date on which the Annual Meeting is held, if at all.

The selection of the specific Reverse Stock Split ratio will be based on several factors, including, among other things:

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our ability to obtain the listing of our common stock on Nasdaq or the NYSE American;

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the per share price of our common stock immediately prior to the Reverse Stock Split;

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the expected stability of the per share price of our common stock following the Reverse Stock Split;

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the likelihood that the Reverse Stock Split will result in increased marketability and liquidity of our common stock;

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prevailing market conditions;

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general economic conditions in our industry; and

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our market capitalization before and after the Reverse Stock Split.

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We believe that granting our Board the authority to set the ratio for the Reverse Stock Split is essential because it allows us to take these factors into consideration and to react to changing market conditions.

Potential Consequences if the Reverse Split Proposal is Not Approved

If the Reverse Stock Split is not approved by our stockholders, our Board will not have the authority to effect the Reverse Stock Split to, among other things, facilitate the potential uplisting of our common stock on Nasdaq or the NYSE American by increasing the per share trading price of our common stock to help ensure a share price high enough to satisfy the initial listing standards of Nasdaq or the NYSE American.

Effective Date and Time of the Reverse Stock Split

If the Reverse Stock Split is approved by our stockholders, the Reverse Stock Split would become effective, if at all, when the amendment to our Articles of Incorporation to affect the Reverse Stock Split is accepted and recorded by the office of the Secretary of State of the State of Nevada, or such later effective date and time as set forth in the amendment (the Effective Date). However, notwithstanding approval of the Reverse Stock Split by our stockholders, the Board will have the sole authority to elect whether or not and when (prior to December 5, 2025, the one-year anniversary of the Annual Meeting) to amend our Articles of Incorporation to effect the Reverse Stock Split.

No Dissenters’ Rights

Under Nevada law, our stockholders would not be entitled to dissenters’ rights or rights of appraisal in connection with the implementation of the Reverse Stock Split, and we will not independently provide our stockholders with any such rights.

Certain United States Federal Income Tax Consequences

The following is a summary of certain U.S. federal income tax consequences of the Reverse Stock Split that are applicable to United States holders (as defined below). It does not address any state, local or non-U.S. income or other tax consequences, or any U.S. federal estate, gift, or other non-income tax consequences. The discussion is based on the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), Treasury Regulations promulgated under the Internal Revenue Code, published rulings and procedures of the Internal Revenue Service, and court decisions, all as of the date hereof. These authorities are subject to change or differing interpretation, possibly on a retroactive basis. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the U.S. federal income tax consequences of the Reverse Stock Split.

This discussion does not address all U.S. federal income tax consequences relevant to United States holders of common stock. In addition, it does not address consequences relevant to United States holders that are subject to special U.S. tax rules, including, without limitation, stockholders that are:

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persons who do not hold their common stock as a “capital asset” within the meaning of Section 1221 of the Internal Revenue Code;

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brokers or dealers in securities;

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banks or other financial institutions;

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insurance companies;

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“real estate investment trusts”;

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“regulated investment companies”;

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“S corporations”;

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tax-exempt organizations;

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governments, agencies or instrumentalities thereof, or entities they control;

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partnerships, grantor trusts or other entities that are treated as pass-through entities for U.S. federal income tax purposes, and their owners;

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persons who are subject to the alternative minimum tax provisions of the Internal Revenue Code;

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persons who hold their shares as part of a hedge, wash sale, synthetic security, conversion transaction, or other integrated transaction;

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persons that have a functional currency other than the U.S. dollar;

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traders in securities who elect to apply a mark-to-market method of accounting;

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persons who hold shares of common stock that may constitute “qualified small business stock” under Section 1202 of the Internal Revenue Code or “Section 1244 stock” for purposes of Section 1244 of the Internal Revenue Code;

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persons who acquired their shares of stock in a transaction subject to the gain rollover provisions of Section 1045 of the Internal Revenue Code;

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persons subject to special tax accounting rules as a result of any item of gross income with respect to common stock being taken into account in an “applicable financial statement” (as defined in the Internal Revenue Code);

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persons deemed to sell common stock under the constructive sale provisions of the Internal Revenue Code;

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persons who acquired their shares of common stock pursuant to the exercise of options or otherwise as compensation or through a tax-qualified retirement plan or through the exercise of a warrant or conversion rights under convertible instruments; and

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certain expatriates or former citizens or long-term residents of the United States.

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Stockholders subject to any of the special U.S. tax rules that are described in this paragraph are urged to consult their own tax advisors regarding the consequences to them of the Reverse Stock Split.

If an entity that is treated as a partnership for U.S. federal income tax purposes holds common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partnership or a partner of a partnership holding common stock or any other person not addressed by this discussion, you should consult your tax advisors regarding the tax consequences of the Reverse Stock Split.

Consequences to United States holders of the Reverse Stock Split — Generally.

A United States holder, as used herein, is a stockholder that is, for United States federal income tax purposes: (a) a citizen or individual resident of the United States, (b) a corporation or any other entity taxable as a corporation created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (c) an estate whose income is subject to United States federal income tax regardless of its source, or (d) a trust, if either (i) a United States court can exercise primary supervision over the trust’s administration and one or more United States persons (within the meaning of Section 7701(a)(30) of the Internal Revenue Code) are authorized to control all substantial decisions of the trust or (ii) the trust was in existence on August 20, 1996 and has a valid election in effect under applicable Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes.

The Reverse Stock Split should constitute a “recapitalization” for U.S. federal income tax purposes. Accordingly, except for adjustments that may result from the treatment of fractional shares of common stock as described below, no gain or loss should be recognized by a United States holder upon such United States holder’s exchange of pre-Reverse Stock Split shares of common stock for post-Reverse Stock Split shares of common stock pursuant to the Reverse Stock Split. The aggregate adjusted basis of the post-Reverse Stock Split shares of common stock received should equal the aggregate adjusted basis of the pre-Reverse Stock Split shares of common stock exchanged for such new shares (increased by any income or gain recognized on receipt of a whole share in lieu of a fractional share). Except in the case of any portion of a share of common stock treated as a distribution or as to which a United States holder recognizes capital gain as a result of the treatment of fractional shares, discussed below, the United States holder’s holding period for the post-Reverse Stock Split shares of common stock should include the period during which the United States holder held the pre-Reverse Stock Split shares of common stock surrendered. The Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the pre-Reverse Stock Split shares of common stock surrendered to the post-Reverse Stock Split shares of common stock received pursuant to the Reverse Stock Split. United States holders of shares of common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

The treatment of fractional shares of common stock being rounded up to the next whole share is uncertain, and a United States holder that receives a whole share of common stock in lieu of a fractional share of common stock may recognize income, which may be characterized as either capital gain or as a dividend, in an amount not to exceed the excess of the fair market value of such whole share over the fair market value of the fractional share to which the United States holder was otherwise entitled. The holding period for the portion of a share of common stock treated as a distribution or as to which a United States holder recognizes gain might not include the holding period of pre-Reverse Stock Split shares of common stock surrendered. United States holders should consult their tax advisors regarding the U.S. federal income tax and other tax consequences of fractional shares being rounded to the next whole share.

Exchange of Stock Certificates

As of the Effective Date, each certificate representing shares of our common stock outstanding before the Reverse Stock Split will be deemed, for all corporate purposes, to evidence ownership of the reduced number of shares of our common stock resulting from the Reverse Stock Split. All shares underlying options, warrants and other securities exchangeable or exercisable for or convertible into common stock will also automatically be adjusted on the Effective Date.

Our transfer agent, Standard Stock Transfer, will act as the exchange agent for purposes of exchanging stock certificates subsequent to the Reverse Stock Split. Shortly after the Effective Date, we plan to mail stockholders of record written instructions requesting them to complete and return a letter of transmittal and surrender their old stock certificates for new stock certificates reflecting the adjusted number of shares as a result of the Reverse Stock Split. Certificates representing shares of common stock issued in connection with the Reverse Stock Split will continue to bear the same restrictive legends, if any, that were borne by the surrendered certificates representing the shares of common stock outstanding prior to the Reverse Stock Split. No new certificates will be issued until such stockholder has surrendered any outstanding certificates, together with the properly completed and executed letter of transmittal, to the exchange agent. Until surrendered, each certificate representing shares of common stock outstanding before the Reverse Stock Split would continue to be valid and would represent the adjusted number of shares of common stock, based on the ratio of the Reverse Stock Split.

Any stockholder whose stock certificates are lost, destroyed or stolen will be entitled to a new certificate or certificates representing post-Reverse Stock Split shares of common stock upon compliance with the requirements that we and our transfer agent customarily apply in connection with lost, destroyed or stolen certificates. Instructions as to lost, destroyed or stolen certificates will be included in the letter of instructions from the exchange agent.

Upon the Reverse Stock Split, we intend to treat stockholders holding our common stock in “street name,” through a bank, broker or other nominee, in the same manner as registered stockholders whose shares of common stock are registered in their names. Banks, brokers and other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our common stock in “street name.” However, such banks, brokers and other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. If you hold your shares in “street name” with a bank, broker or other nominee, and if you have any questions in this regard, we encourage you to contact your bank, broker or nominee.

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YOU SHOULD NOT DESTROY YOUR STOCK CERTIFICATES AND YOU SHOULD NOT SEND THEM NOW. YOU SHOULD SEND YOUR STOCK CERTIFICATES ONLY AFTER YOU HAVE RECEIVED INSTRUCTIONS FROM THE EXCHANGE AGENT AND IN ACCORDANCE WITH THOSE INSTRUCTIONS.

If any certificates for shares of common stock are to be issued in a name other than that in which the certificates for shares of common stock surrendered are registered, the stockholder requesting the reissuance will be required to pay to us any transfer taxes or establish to our satisfaction that such taxes have been paid or are not payable and, in addition, (a) the transfer must comply with all applicable federal and state securities laws, and (b) the surrendered certificate must be properly endorsed and otherwise be in proper form for transfer.

Book-Entry Shares

The Company’s registered stockholders may hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not have stock certificates evidencing their ownership of common stock. They are, however, provided with a statement reflecting the number of shares of common stock registered in their accounts. If you hold registered shares of common stock in book-entry form, you do not need to take any action to receive your post-Reverse Stock Split shares of common stock in registered book-entry form.

Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our common stock and equity awards granted to them under our equity incentive plans.

Vote Required

Under the NRS, the affirmative vote of the holders of a majority of the shares entitled to vote at the Annual Meeting is required to approve the Reverse Stock Split.

Board Recommendation

The Board recommends that you vote “FOR” Proposal 6 to amend the Company’s Articles of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock by a ratio of between one-for-two and one-for-ten, inclusive.

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PROPOSAL 7

TO ADOPT AND APPROVE THE RESTATED ARTICLES

Purpose of the Restated Articles

Proposal 7 is being presented herein as a single proposal because we believe the specific changes included in the Restated Articles do not represent substantive changes to stockholder rights, but when taken together, represent best practices and improve the quality of our corporate governance. The changes contained in the Restated Articles include, but are not limited to:

	·	Clarify the right of the Board of Directors to declare dividends out of assets legally available therefore;

	·	Confirm that no common stockholders have rights to cumulate votes;

	·	Clarify that common stockholders shall not have the right to vote on any amendment that relates solely to the terms of any one or more preferred stock designations;

	·	Clarify the rights of the common stock and any preferred stock upon liquidation;

	·	Clarify that the holders of common stock have no conversion, redemption or preemptive rights;

	·	Clarify that common stockholders have no rights to convert their common stock into any other securities;

	·	Provide for processes and procedures for the appointment of additional directors to the Board required by the terms of any preferred stock that may be issued by the Company;

	·	Allow the Board of Directors to fix the amount to be reserved as working capital;

	·	Reserve the right of the Company to amend the Articles of Incorporation, in the manner prescribed by the NRS;

	·	Include certain severability rights in the event that any provision of the Articles of Incorporation is deemed to be invalid, illegal or unenforceable; and

	·	Confirm that the Board of Directors, as well as the stockholders, have authority to amend the Bylaws.

The following discussion does not purport to be complete and cover all aspects in which the Company’s governance would differ from the governance provisions currently in effect. For complete information, you should read the full text of the Restated Articles included as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company. Each of these proposed material amendments are discussed in greater detail below.

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If our stockholders approve this Proposal 7 and Proposals 8(a) through 8(f), we will be authorized to file the Restated Articles with the Nevada Secretary of State in the form attached hereto as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company. The Restated Articles will include all of the changes listed above as well as the changes contained in Proposals 5(a) through 5(f). If Proposal 7 is approved, and any of Proposals 8(a) through 5(f) are not approved, we will be authorized to file the Restated Articles excluding those changes which are the subject of Proposals 8(a) through 5(f) that are not approved. Each variation of the Restated Articles, depending on which of Proposals 8(a) through 8(f) are approved and as further noted on Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, shall constitute a separate form of the Restated Articles being adopted and approved by the Board and the stockholders in accordance with Sections 78.390 and 78.403 of the NRS, and each such form of the Restated Articles (other than the Restated Articles that is filed with the Nevada Secretary of State) shall be abandoned immediately prior to the filing of such Restated Articles.

If Proposal 7 is not approved, we will not file the Restated Articles, and instead will file the Certificate of Amendment to implement only those changes that were approved by stockholders in Proposals 8(a) through 8(f), in the form set forth as Appendix H hereto. Each variation of the Certificate of Amendment, depending on which of Proposals 8(a) through 8(f) are approved and as further noted on Appendix H, shall constitute a separate form of the Certificate of Amendment being adopted and approved by the Board and the stockholders in accordance with Section 78.390 of the NRS, and each such form of the Certificate of Amendment (other than the Certificate of Amendment that is filed with the Nevada Secretary of State) shall be abandoned immediately prior to the filing of such Certificate of Amendment.

If none of Proposal 7 or Proposal 8(a) through 5(f) are approved, we will not file the Restated Articles or the Certificate of Amendment.

This Proposal 7 and each of the proposals comprising Proposal 8 is an element of a comprehensive updating of the Company’s governing documents and are not the result of the Company’s knowledge of any effort by any party to accumulate the Company’s securities or otherwise obtain control of the Company by means of a merger, tender offer, solicitation in opposition or otherwise.

We do not believe that the changes included in the Restated Articles require separate proposals. However, we believe the changes in Proposal 8(a) through 8(f) represent substantive changes to stockholder rights which require separate stockholder approval under SEC rules. These material changes include:

	·	Proposal 8(a) – The Restated Articles provide for the authorization of 50,000,000 shares of blank check preferred stock, and the authorization for our Board of Directors, without further stockholder approval, to designate the powers, rights and preferences of such preferred stock.

	·	Proposal 8(b) - The Restated Articles provide for the authorization of the Company to issue shares of one class or series of stock as a share dividend in respect of another class or series of stock, notwithstanding the provisions of Section 78.215(4) of the NRS.

	·	Proposal 8(c) - The Restated Articles limit the liability of the directors and the officers to the fullest extent permitted by the NRS.

	·	Proposal 8(d) - The Restated Articles clarify that the Company, to the fullest extent permitted by the NRS (including, without limitation, NRS 78.7502, NRS 78.751 and NRS 78.752) and other applicable law, as the same may be amended and supplemented, may indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said law and the payment of expenses in connection therewith.

	·	Proposal 8(e) - The Restated Articles provide for the Company to opt out of the provisions in NRS 78.411 to 78.444, inclusive dealing with combinations with interested stockholders, to the extent, if ever, that the Company becomes a “resident domestic corporation”, as that term is defined in NRS 78.427.

	·	Proposal 8(f) - The Restated Articles provide for the Company to out of NRS 78.378 to NRS 78.3793, the Nevada Control Share Act.

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Anti-Takeover Effects of Nevada Law and Our Restated Articles

Certain provisions of Nevada law and our Restated Articles contain provisions that could, once effective, have the effect of delaying, deferring or discouraging another party from acquiring control of the Company. These provisions may have the effect of discouraging coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with the Board. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Our Board reserves the right to not proceed with filing the Restated Articles in any and all of the approved forms and to abandon such action without further action by our stockholders at any time before the effectiveness of the Restated Articles with the Nevada Secretary of State, even if this Proposal 7 is adopted and approved by our stockholders at the Annual Meeting. By voting in favor of Proposal 7, you are expressly also authorizing our Board to delay, not proceed with, and abandon, filing the Restated Articles in any and all of the approved forms if it should so decide, in its sole discretion, that such action is in the best interests of our company and its stockholders.

No Dissenters’ Rights

Under the NRS, the Company’s stockholders are not entitled to dissenters’ rights and the Company will not independently provide stockholders with any such right.

Blank Check Preferred Stock

Approval of this Proposal 7 requires the affirmative vote of holders of a majority of the voting power of the issued and outstanding shares of common stock that are entitled to vote on this proposal. As a result, abstentions and “broker non-votes”, if any, will have the effect of a vote “Against” Proposal 7.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 7.

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PROPOSAL 8(a)

TO ADOPT AND APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO

AUTHORIZE 50,000,000 SHARES OF BLANK CHECK PREFERRED STOCK, AND THE

AUTHORIZATION FOR OUR BOARD OF DIRECTORS, WITHOUT FURTHER

STOCKHOLDER APPROVAL, TO DESIGNATE THE POWERS, RIGHTS AND PREFERENCES

OF SUCH PREFERRED STOCK

The bracketed language in Article IV of the Restated Articles attached to this Proxy Statement as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, and in Article 3 of the Certificate of Amendment attached to this Proxy Statement as Appendix H, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, reflect the changes proposed by this Proposal 8(a).

If Proposal 8(a) is approved, we would be authorized to issue two classes of authorized shares, common stock, $0.0001 par value per share and preferred stock, $0.0001 par value per share.

The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant to Section 1.03 of this Article I.

The board of directors is hereby vested with the authority from time to time to provide by resolution for the issuance of shares of Preferred Stock in one or more series not exceeding the aggregate number of shares of Preferred Stock authorized by these Articles, and to prescribe with respect to each such series the voting powers, if any, designations, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions relating thereto, including, without limiting the generality of the foregoing: the voting rights relating to the shares of Preferred Stock of any series (which voting rights, if any, may be full or limited, may vary over time, and may be applicable generally or only upon any stated fact or event); the rate of dividends (which may be cumulative or noncumulative), the condition or time for payment of dividends and the preference or relation of such dividends to dividends payable on any other class or series of capital stock; the rights of holders of Preferred Stock of any series in the event of liquidation, dissolution, or winding up of the affairs of the Corporation; the rights, if any, of holders of Preferred Stock of any series to convert or exchange such shares of Preferred Stock of such series for shares of any other class or series of capital stock or for any other securities, property, or assets of the Corporation or any subsidiary (including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable); whether the shares of any series of Preferred Stock shall be subject to redemption by the Corporation and if subject to redemption, the times, prices, rates, adjustments and other terms and conditions of such redemption. The powers, designations, preferences, limitations, restrictions and relative rights may be made dependent upon any fact or event which may be ascertained outside the Articles or the resolution if the manner in which the fact or event may operate on such series is stated in the Articles or resolution. As used in this section “fact or event” includes, without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action by a person, government, governmental agency or political subdivision of a government. The board of directors is further authorized to increase or decrease (but not below the number of such shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. Unless the board of directors provides to the contrary in the resolution which fixes the characteristics of a series of Preferred Stock, neither the consent by series, or otherwise, of the holders of any outstanding Preferred Stock nor the consent of the holders of any outstanding Common Stock shall be required for the issuance of any new series of Preferred Stock regardless of whether the rights and preferences of the new series of Preferred Stock are senior or superior, in any way, to the outstanding series of Preferred Stock or the Common Stock.

Before the Corporation shall issue any shares of Preferred Stock of any series, a certificate of designation setting forth a copy of the resolution or resolutions of the board of directors, and establishing the voting powers, designations, preferences, the relative, participating, optional, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the shares of Preferred Stock of such series, and the number of shares of Preferred Stock of such series authorized by the board of directors to be issued shall be made and signed by an officer of the Corporation and filed in the manner prescribed by the NRS.

The holders of Common Stock and unless otherwise required pursuant to any Preferred Stock Designation providing for the rights of such designated Preferred Stock, the holders of each other class of Preferred Stock of the Corporation (including, but not limited to those classes of stock which before amendment, is senior to the class or series being amended as to the payment of distributions upon dissolution of the corporation, regardless of any limitations or restrictions on the voting power of that class or series), shall not be entitled to vote on any amendment to these Articles of Incorporation or to a Preferred Stock Designation that affects only the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together with the holders of one or more other series of Preferred Stock, to vote on such amendment as a separate class pursuant to these Articles of Incorporation or the applicable Preferred Stock Designation or pursuant to the NRS.

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If this Proposal 8(a) is approved, the Restated Articles (or the Certificate of Amendment, as applicable), will authorize the Board to designate up to 50,000,000 shares of blank check preferred stock.

Our Board believes that the complexity of modern business financing and acquisition transactions requires greater flexibility in the Company’s capital structure than now exists. If the proposed amendment is approved, the Board would be empowered, without the necessity of further action or authorization by the Company’s shareholders, unless required in a specific case by applicable laws or regulations, to authorize the issuance of the preferred stock from time to time in one or more series, and to fix by resolution or resolutions, designations, preferences, limitations and relative rights of each such series. Each series of preferred stock could, as determined by the Board at the time of issuance, rank, with respect to dividends and redemption and liquidation rights, senior to the Company’s common stock. No preferred stock is presently authorized by the Company’s Articles of Incorporation.

Our Board has no current intention to issue any shares of preferred stock. However, the future issuance of shares of our preferred stock may adversely affect the rights of the holders of our common stock. If this amendment to allow the Board to issue blank check preferred stock is approved by our stockholders, our Board will be authorized to issue shares of preferred stock with certain designations, rights, qualifications, preferences, limitations and terms, any of which may dilute the voting power and economic interest of the holders of our common stock. For example, in the absence of a proportionate increase in our earnings and book value, an increase in the aggregate number of outstanding shares caused by the issuance of our preferred stock would dilute the earnings per share and book value per share of all outstanding shares of our common stock. In addition, in a liquidation, the holders of our preferred stock may be entitled to receive a certain amount per share of our preferred stock before the holders of our common stock receive any distribution. In addition, the holders of our preferred stock may be entitled to vote, and such votes may dilute the voting rights of the holders of our common stock when we seek to take corporate action. Our preferred stock also may be convertible into shares of a class of our common stock. Furthermore, our preferred stock could be issued with certain preferences over the holders of our common stock with respect to dividends or the power to approve the declaration of a dividend. The aforementioned are only examples of how shares of our preferred stock, if issued, could result in:

	·	reduction of the amount of funds otherwise available for payment of dividends on our common stock;
	·	restrictions on dividends on our common stock;
	·	dilution of the voting power of our common stock; and
	·	restrictions on the rights of holders of our common stock to share in our assets on liquidation until satisfaction of any liquidation preference granted to the holders of our preferred stock.

In addition to financing and acquisition purposes, we could also issue blank check preferred stock that may, depending on the terms of such series, make it more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or other means. When, in the judgment of our Board, this action would be in the best interest of our company and stockholders, such shares could be used to create voting or other impediments or to discourage persons seeking to gain control of our company. Such blank check preferred shares also could be privately placed with purchasers favorable to our Board in opposing such action. In addition, our Board could authorize holders of a series of our preferred stock to vote either separately as a class or with the holders of our common stock, on any merger, sale or exchange of assets by our company or any other extraordinary corporate transaction. The existence of the additional authorized shares could have the effect of discouraging unsolicited takeover attempts. The issuance of new blank check preferred shares also could be used to dilute the stock ownership of a person or entity seeking to obtain control of our company should our Board consider the action of such entity or person not to be in the best interest of our stockholders. The issuance of new blank check preferred shares also could be used to entrench current management or deter an attempt to replace our Board by diluting the number or rights of shares held by individuals seeking to control our company by obtaining a certain number of seats on our Board.

We are not aware of any present or threatened third-party plans to gain control of the Company, and this Proposal 8(a) is not being recommended in response to any such plan or threat.

Other than the proposals being submitted to our stockholders for their consideration at the Annual Meeting, our Board of Directors does not currently contemplate recommending the approval of any other actions that could be construed to affect the ability of third parties to take over or change control of our company.

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This summary does not purport to be complete and is qualified in its entirety by reference to our Articles of Incorporation, Restated Articles, and Certificate of Amendment. The Restated Articles and the Certificate of Amendment are attached hereto as Appendix H and Appendix G, respectively.

If our stockholders approve Proposal 7 and Proposals 8(a) through 8(j), we will be authorized to file the Restated Articles with the Nevada Secretary of State in the form attached hereto as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company. The Restated Articles will include all of the changes listed above as well as the changes contained in Proposals 8(a) through 8(f).

If Proposal 7 is approved, and any of Proposals 8(a) through 8(f) are not approved, we will be authorized to file the Restated Articles excluding those changes which are the subject of Proposals 8(a) through 8(f) that are not approved. Each variation of the Restated Articles, depending on which of Proposals 8(a) through 8(f) are approved and as further noted on Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, shall constitute a separate form of the Restated Articles being adopted and approved by the Board and the stockholders in accordance with Sections 78.390 and 78.403 of the NRS, and each such form of the Restated Articles (other than the Restated Articles that are filed with the Nevada Secretary of State) shall be abandoned immediately prior to the filing of such Restated Articles.

If Proposal 7 is not approved, we will not file the Restated Articles, and instead will file the Certificate of Amendment to implement only those changes that were approved by stockholders in Proposals 8(a) through 8(f), in the form set forth as Appendix H hereto. Each variation of the Certificate of Amendment, depending on which of Proposals 8(a) through 8(f) are approved and as further noted on Appendix H, shall constitute a separate form of the Certificate of Amendment being adopted and approved by the Board and the stockholders in accordance with Sections 78.390 and 78.403 of the NRS, and each such form of the Certificate of Amendment (other than the Certificate of Amendment that is filed with the Nevada Secretary of State) shall be abandoned immediately prior to the filing of such Certificate of Amendment.

If none of Proposal 7 or Proposals 8(a) through 8(f) are approved, we will not file the Restated Articles or the Certificate of Amendment.

Our Board reserves the right to not proceed with implementing blank check preferred stock and to abandon such action without further action by our stockholders at any time before the effectiveness of the filing of the Restated Articles (or Certificate of Amendment, as applicable) with the Nevada Secretary of State, even if this Proposal 8(a) is adopted and approved by our stockholders at the Annual Meeting. By voting in favor of Proposal 8(a), you are expressly also authorizing our Board to delay, not proceed with, and abandon, implementing blank check preferred stock if it should so decide, in its sole discretion, that such action is in the best interests of our company and its stockholders. If the Board elects to abandon the designation of blank check preferred stock, the Company will not have preferred stock authorized.

Approval of this Proposal 8(a) requires the affirmative vote of holders of a majority of the voting power of the issued and outstanding shares of common stock that are entitled to vote on this proposal. As a result, abstentions and “broker non-votes,” if any, will have the effect of a vote “Against” Proposal 8(a).

For the reasons stated above, our Board believes that approval of this Proposal 8(a) is in our best interests and the best interests of our stockholders.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 8(a).

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PROPOSAL 8(b)

TO ADOPT AND APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO

AUTHORIZATION OF THE COMPANY TO ISSUE SHARES OF ONE CLASS OR SERIES OF

STOCK AS A SHARE DIVIDEND IN RESPECT OF ANOTHER CLASS OR SERIES OF STOCK,

NOTWITHSTANDING THE PROVISIONS OF SECTION 78.215(4) OF THE NEVADA REVISED STATUTES

Effective on September 25, 2024, our Board unanimously approved and recommended that our stockholders adopt and approve the Restated Articles in the form attached to this Proxy Statement as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, which provides for the authorization of the Company to issue shares of one class or series of stock as a share dividend in respect of another class or series of stock, notwithstanding the provisions of Section 78.215(4) of the Nevada Revised Statutes. The specific amendments to our Articles of Incorporation necessary to make this change are included in the Restated Articles attached to this Proxy Statement as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, and incorporated herein by reference.

The bracketed language in Section 4.05 of the Restated Articles attached to this Proxy Statement as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, and in Article 9 of the Certificate of Amendment attached to this Proxy Statement as Appendix H, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, reflect the changes proposed by this Proposal 8(b).

NRS Section 78.215(4)

If Proposal 8(b) is approved, we would be authorized to issue shares of one class or series of stock as a share dividend in respect of another class or series of stock, notwithstanding the provisions of Section 78.215(4) of the Nevada Revised Statutes.

Section 78.215(4) of the NRS provides that “[s]hares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless: (a) The articles of incorporation so authorize; (b) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or (c) There are no outstanding shares of the class or series to be issued.”

If this Proposal 8(b) is approved, the Restated Articles (or the Certificate of Amendment, as applicable), will authorize the Company to issue shares of one class or series of stock as a share dividend in respect of another class or series of stock, notwithstanding the provisions of Section 78.215(4) of the Nevada Revised Statutes.

In order to provide maximum flexibility to the Board for future transactions, including, but not limited to terms of future preferred stock, to the extent proposal 8(a) above is approved by the stockholders at the Annual Meeting, the Board believes it is in the best interests of the Company and its stockholders to authorized the Company to issue shares of one class or series of stock as a share dividend in respect of another class or series of stock.

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If Proposal 7 is not approved, we will not file the Restated Articles, and instead will file the Certificate of Amendment to implement only those changes that were approved by stockholders in Proposals 8(a) through 8(f), in the form set forth as Appendix H hereto. Each variation of the Certificate of Amendment, depending on which of Proposals 8(a) through 8(f) are approved and as further noted on Appendix H, shall constitute a separate form of the Certificate of Amendment being adopted and approved by the Board and the stockholders in accordance with Sections 78.390 and 78.403 of the NRS, and each such form of the Certificate of Amendment (other than the Certificate of Amendment that is filed with the Nevada Secretary of State) shall be abandoned immediately prior to the filing of such Certificate of Amendment.

If none of Proposal 7 or Proposals 8(a) through 8(f) are approved, we will not file the Restated Articles or the Certificate of Amendment.

Our Board reserves the right to not proceed with authorizing the Company to issue shares of one class or series of stock as a share dividend in respect of another class or series of stock at any time before the effectiveness of the filing of the Restated Articles (or Certificate of Amendment, as applicable) with the Nevada Secretary of State, even if this Proposal 8(b) is adopted and approved by our stockholders at the Annual Meeting. By voting in favor of Proposal 8(b), you are expressly also authorizing our Board to delay, not proceed with, and abandon, authorizing the Company to issue shares of one class or series of stock as a share dividend in respect of another class or series of stock if it should so decide, in its sole discretion, that such action is in the best interests of our company and its stockholders. If the Board elects to abandon the authorization of the Company to issue shares of one class or series of stock as a share dividend in respect of another class or series of stock, the Company will not be authorized under Nevada law to issue shares of one class or series of stock as a share dividend in respect of another class or series of stock.

Approval of this Proposal 8(b) requires the affirmative vote of holders of a majority of the voting power of the issued and outstanding shares of common stock that are entitled to vote on this proposal. As a result, abstentions and “broker non-votes,” if any, will have the effect of a vote “Against” Proposal 8(b).

For the reasons stated above, our Board believes that approval of this Proposal 8(b) is in our best interests and the best interests of our stockholders.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 8(b).

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PROPOSAL 8(c)

TO ADOPT AND APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION

TO LIMIT THE LIABILITY OF THE DIRECTORS AND THE OFFICERS TO THE FULLEST

EXTENT PERMITTED BY THE NRS

Effective on September 25, 2024, our Board unanimously approved and recommended that our stockholders adopt and approve the Restated Articles in the form attached to this Proxy Statement as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, which provides for the limitation of the liability of the directors and the officers to the fullest extent permitted by the NRS. The specific amendments to our Articles of Incorporation necessary to make this change are included in the Restated Articles attached to this Proxy Statement as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, and incorporated herein by reference.

The bracketed language in Section 5.02 of the Restated Articles attached to this Proxy Statement as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, and in Article 10 of the Certificate of Amendment attached to this Proxy Statement as Appendix H, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, reflect the changes proposed by this Proposal 8(c).

Limitation of the Liability of the Directors and the Officers

If Proposal 8(c) is approved, our Restated Articles would limit the liability of the directors and the officers to the fullest extent permitted by the NRS.

If this Proposal 8(c) is approved, the Restated Articles (or the Certificate of Amendment, as applicable), will limit the liability of the directors and the officers to the fullest extent permitted by the NRS.

Our Board of Directors believes that it is important to provide protection from certain liabilities and expenses in order to attract and retain directors and officers. Both directors and officers frequently must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight. Our Board also believes the proposed amendment would better position the Company to attract and retain directors and officers. In the absence of the proposed amendment, candidates might be deterred from serving as directors or officers due to potential exposure to personal liability in an environment with increasing litigation and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. Failing to adopt this Proposal 8(c) could impact our recruitment and retention of officer candidates.

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If Proposal 7 is not approved, we will not file the Restated Articles, and instead will file the Certificate of Amendment to implement only those changes that were approved by stockholders in Proposals 8(a) through 8(f), in the form set forth as Appendix H hereto. Each variation of the Certificate of Amendment, depending on which of Proposals 8(a) through 8(f) are approved and as further noted on Appendix H, shall constitute a separate form of the Certificate of Amendment being adopted and approved by the Board and the stockholders in accordance with Sections 78.390 and 78.403 of the NRS, and each such form of the Certificate of Amendment (other than the Certificate of Amendment that is filed with the Nevada Secretary of State) shall be abandoned immediately prior to the filing of such Certificate of Amendment.

If none of Proposal 7 or Proposals 8(a) through 8(f) are approved, we will not file the Restated Articles or the Certificate of Amendment.

Our Board reserves the right to not proceed with limiting the liability of the directors and the officers to the fullest extent permitted by the NRS at any time before the effectiveness of the filing of the Restated Articles (or Certificate of Amendment, as applicable) with the Nevada Secretary of State, even if this Proposal 8(c) is adopted and approved by our stockholders at the Annual Meeting. By voting in favor of Proposal 8(c), you are expressly also authorizing our Board to delay, not proceed with, and abandon, limiting the liability of the directors and the officers to the fullest extent permitted by the NRS if it should so decide, in its sole discretion, that such action is in the best interests of our company and its stockholders. If the Board elects to abandon limiting the liability of the directors and the officers to the fullest extent permitted by the NRS, the Company’s Articles of Incorporation will not provide for the limitation of the liability of the directors and the officers to the fullest extent permitted by the NRS.

Approval of this Proposal 8(c) requires the affirmative vote of holders of a majority of the voting power of the issued and outstanding shares of common stock that are entitled to vote on this proposal. As a result, abstentions and “broker non-votes,” if any, will have the effect of a vote “Against” Proposal 8(b).

For the reasons stated above, our Board believes that approval of this Proposal 8(c) is in our best interests and the best interests of our stockholders.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 8(c).

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PROPOSAL 8(d)

TO ADOPT AND APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO

CLARIFY THAT THE COMPANY, TO THE FULLEST EXTENT PERMITTED BY THE NRS

AND OTHER APPLICABLE LAW, AS THE SAME MAY BE AMENDED AND

SUPPLEMENTED, MAY INDEMNIFY ANY AND ALL PERSONS WHOM IT SHALL

HAVE POWER TO INDEMNIFY UNDER SAID LAW FROM AND AGAINST ANY AND ALL OF THE

EXPENSES, LIABILITIES, OR OTHER MATTERS REFERRED TO IN OR COVERED BY SAID

LAW AND THE PAYMENT OF EXPENSES IN CONNECTION THEREWITH

Effective on September 25, 2024, our Board unanimously approved and recommended that our stockholders adopt and approve the Restated Articles in the form attached to this Proxy Statement as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, which clarifies that the Company, to the fullest extent permitted by the NRS (including, without limitation, NRS 78.7502, NRS 78.751 and NRS 78.752) and other applicable law, as the same may be amended and supplemented, may indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said law and the payment of expenses in connection therewith. The specific amendments to our Articles of Incorporation necessary to make this change are included in the Restated Articles attached to this Proxy Statement as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, and incorporated herein by reference.

The bracketed language in Sections 5.03 and 5.04 of the Restated Articles attached to this Proxy Statement as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, and in Article 11 of the Certificate of Amendment attached to this Proxy Statement as Appendix H, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, reflect the changes proposed by this Proposal 8(d).

Right to Indemnification

If Proposal 8(d) is approved, our Restated Articles would provide that the Company, to the fullest extent permitted by the NRS (including, without limitation, NRS 78.7502, NRS 78.751 and NRS 78.752) and other applicable law, as the same may be amended and supplemented, may indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said law and the payment of expenses in connection therewith.

Pursuant to Section 78.7502 of the NRS, the Company may indemnify officers and directors against expenses incurred by such persons in connection with any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, involving such persons in their capacities as officers and directors, so long as such persons acted in good faith and in a manner which they reasonably believed to be in the Company’s best interests. Such discretionary indemnification, unless ordered by a court, may only be made by (a) the stockholders; (b) the board of directors, by majority vote of disinterested directors, or (c) independent legal counsel, in a written opinion, if a majority vote of disinterested directors so orders or a quorum of disinterested directors cannot be obtained.

Pursuant to Section 78.751 of the NRS, the Company is required to indemnify any person who is a director, officer, employee or agent to the extent that the person is successful on the merits or otherwise in defense of: (a) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; or (b) any claim, issue or matter therein, against expenses actually and reasonably incurred by the person in connection with defending the action, including, without limitation, attorney’s fees.

Pursuant to Section 78.752 of the NRS, a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against the person and liability and expenses incurred by the person in his or her capacity as a director, officer, employee or agent, or arising out of his or her status as such, whether or not the corporation has the authority to indemnify such a person against such liability and expenses.

If this Proposal 8(d) is approved, the Restated Articles (or the Certificate of Amendment, as applicable), will provide that the Company, to the fullest extent permitted by the NRS (including, without limitation, NRS 78.7502, NRS 78.751 and NRS 78.752) and other applicable law, as the same may be amended and supplemented, may indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said law and the payment of expenses in connection therewith.

Our Board of Directors believes that it is important to provide protection from certain liabilities and expenses in order to attract and retain directors and officers. Both directors and officers frequently must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight. Our Board also believes the proposed amendment would better position the Company to attract and retain directors and officers. In the absence of the proposed amendment, candidates might be deterred from serving as directors or officers due to potential exposure to personal liability in an environment with increasing litigation and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. Failing to adopt this Proposal 8(d) could impact our recruitment and retention of officer candidates.

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If Proposal 7 is not approved, we will not file the Restated Articles, and instead will file the Certificate of Amendment to implement only those changes that were approved by stockholders in Proposals 8(a) through 8(f), in the form set forth as Appendix H hereto. Each variation of the Certificate of Amendment, depending on which of Proposals 8(a) through 8(f) are approved and as further noted on Appendix H, shall constitute a separate form of the Certificate of Amendment being adopted and approved by the Board and the stockholders in accordance with Sections 78.390 and 78.403 of the NRS, and each such form of the Certificate of Amendment (other than the Certificate of Amendment that is filed with the Nevada Secretary of State) shall be abandoned immediately prior to the filing of such Certificate of Amendment.

If none of Proposal 7 or Proposals 8(a) through 8(f) are approved, we will not file the Restated Articles or the Certificate of Amendment.

Our Board reserves the right to not proceed with providing that the Company, to the fullest extent permitted by the NRS (including, without limitation, NRS 78.7502, NRS 78.751 and NRS 78.752) and other applicable law, as the same may be amended and supplemented, may indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said law and the payment of expenses in connection therewith (the “Indemnification Amendment”) at any time before the effectiveness of the filing of the Restated Articles (or Certificate of Amendment, as applicable) with the Nevada Secretary of State, even if this Proposal 8(d) is adopted and approved by our stockholders at the Annual Meeting. By voting in favor of Proposal 8(d), you are expressly also authorizing our Board to delay, not proceed with, and abandon the Indemnification Amendment if it should so decide, in its sole discretion, that such action is in the best interests of our company and its stockholders. If the Board elects to abandon the Indemnification Amendment, the Company’s Articles of Incorporation will not provide that the Company, to the fullest extent permitted by the NRS (including, without limitation, NRS 78.7502, NRS 78.751 and NRS 78.752) and other applicable law, as the same may be amended and supplemented, may indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said law and the payment of expenses in connection therewith.

Approval of this Proposal 8(d) requires the affirmative vote of holders of a majority of the voting power of the issued and outstanding shares of common stock that are entitled to vote on this proposal. As a result, abstentions and “broker non-votes,” if any, will have the effect of a vote “Against” Proposal 8(d).

For the reasons stated above, our Board believes that approval of this Proposal 8(d) is in our best interests and the best interests of our stockholders.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 8(d).

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PROPOSAL 8(e)

TO ADOPT AND APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO

OPT OUT OF THE PROVISIONS IN NRS 78.411 TO 78.444, INCLUSIVE DEALING WITH

COMBINATIONS WITH INTERESTED STOCKHOLDERS, TO THE EXTENT, IF EVER, THAT

THE COMPANY BECOMES A “RESIDENT DOMESTIC CORPORATION”, AS THAT TERM IS

DEFINED IN NRS 78.427

Effective on September 25, 2024, our Board unanimously approved and recommended that our stockholders adopt and approve the Restated Articles in the form attached to this Proxy Statement as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, which opts out of the provisions in NRS 78.411 to 78.444, inclusive dealing with combinations with interested stockholders, to the extent, if ever, that the Company becomes a “resident domestic corporation”, as that term is defined in NRS 78.427. The specific amendments to our Articles of Incorporation necessary to make this change are included in the Restated Articles attached to this Proxy Statement as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, and incorporated herein by reference.

The bracketed language in Article VIII of the Restated Articles attached to this Proxy Statement as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, and in Article 12 of the Certificate of Amendment attached to this Proxy Statement as Appendix H, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, reflect the changes proposed by this Proposal 8(e).

Nevada Interested Party Combination Rules

If Proposal 8(e) is approved, our Restated Articles would provide that the Company, opts out of the provisions in NRS 78.411 to 78.444, inclusive dealing with combinations with interested stockholders, to the extent, if ever, that the Company becomes a “resident domestic corporation”, i.e., a domestic corporation that has 200 or more stockholders of record.

Sections 78.411 to 78.444 of the NRS prohibit a Nevada corporation from engaging in a “combination” (defined below) with an “interested stockholder” (any person, other than the resident domestic corporation or any subsidiary of the resident domestic corporation, who is: (a) the beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the outstanding voting shares of the resident domestic corporation; or (b) an affiliate or associate of the resident domestic corporation and at any time within 2 years immediately before the date in question was the beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the then outstanding shares of the resident domestic corporation) for three years following the date that such person becomes an interested stockholder and place certain restrictions on such combinations even after the expiration of the three-year period. With certain exceptions, an interested stockholder is a person or group that owns 10% or more of the corporation’s outstanding voting power (including stock with respect to which the person has voting rights and any rights to acquire stock pursuant to an option, warrant, agreement, arrangement, or understanding or upon the exercise of conversion or exchange rights) or is an affiliate or associate of the corporation and was the owner of 10% or more of such voting stock at any time within the previous three years.

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A “combination” is defined as:

(1) any merger or consolidation of the resident domestic corporation or any subsidiary of the resident domestic corporation with: (a) the interested stockholder; or (b) any other entity, whether or not itself an interested stockholder of the resident domestic corporation, which is, or after and as a result of the merger or consolidation would be, an affiliate or associate of the interested stockholder.

(2) any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, to or with the interested stockholder or any affiliate or associate of the interested stockholder of assets of the resident domestic corporation or any subsidiary of the resident domestic corporation: (a) having an aggregate market value equal to more than 5 percent of the aggregate market value of all the assets, determined on a consolidated basis, of the resident domestic corporation; (b) having an aggregate market value equal to more than 5 percent of the aggregate market value of all the outstanding voting shares of the resident domestic corporation; or (c) representing more than 10 percent of the earning power or net income, determined on a consolidated basis, of the resident domestic corporation.

(3) the issuance or transfer by the resident domestic corporation or any subsidiary of the resident domestic corporation, in one transaction or a series of transactions, of any shares of the resident domestic corporation or any subsidiary of the resident domestic corporation that have an aggregate market value equal to 5 percent or more of the aggregate market value of all the outstanding voting shares of the resident domestic corporation to the interested stockholder or any affiliate or associate of the interested stockholder except under the exercise of warrants or rights to purchase shares offered, or a dividend or distribution paid or made, pro rata to all stockholders of the resident domestic corporation.

(4) the adoption of any plan or proposal for the liquidation or dissolution of the resident domestic corporation under any agreement, arrangement or understanding, whether or not in writing, with the interested stockholder or any affiliate or associate of the interested stockholder.

(5) except for any transaction or series of transactions that would not constitute a combination pursuant to subsection 3, any: (a) reclassification of securities, including, without limitation, any splitting of shares, share dividend, or other distribution of shares with respect to other shares, or any issuance of new shares in exchange for a proportionately greater number of old shares; (b) recapitalization of the resident domestic corporation; (c) merger or consolidation of the resident domestic corporation with any subsidiary of the resident domestic corporation; or (d) other transaction, whether or not with or into or otherwise involving the interested stockholder, under any agreement, arrangement or understanding, whether or not in writing, with the interested stockholder or any affiliate or associate of the interested stockholder, which has the immediate and proximate effect of increasing the proportionate share of the outstanding shares of any class or series of voting shares or securities convertible into voting shares of the resident domestic corporation or any subsidiary of the resident domestic corporation which is beneficially owned by the interested stockholder or any affiliate or associate of the interested stockholder, except as a result of immaterial changes because of adjustments of fractional shares.

(6) any receipt by the interested stockholder or any affiliate or associate of the interested stockholder of the benefit, directly or indirectly, except proportionately as a stockholder of the resident domestic corporation, of any loan, advance, guarantee, pledge or other financial assistance or any tax credit or other tax advantage provided by or through the resident domestic corporation.

A Nevada corporation may elect not to be governed by Sections 78.411 to 78.444 by a provision in its articles of incorporation. Such an amendment adopted by a corporation which is not a ‘resident domestic corporation’ (such as the Company) at the time of adoption of such amendment becomes effective immediately.

If this Proposal 8(d) is approved, the Restated Articles (or the Certificate of Amendment, as applicable), will provide that the Company opts out of NRS 78.378 to NRS 78.3793, the Nevada Control Share Act.

The Board’s believes that it is in the best interests of the Company and its stockholder to opt out of Sections 78.411 to 78.444 of the NRS, so that, in the event the Company may become a ‘resident domestic corporation’ in the future, it would not be subject to the potentially burdensome requirements of Sections 78.411 to 78.444 of the NRS.

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If Proposal 7 is not approved, we will not file the Restated Articles, and instead will file the Certificate of Amendment to implement only those changes that were approved by stockholders in Proposals 8(a) through 8(f), in the form set forth as Appendix H hereto. Each variation of the Certificate of Amendment, depending on which of Proposals 8(a) through 8(f) are approved and as further noted on Appendix H, shall constitute a separate form of the Certificate of Amendment being adopted and approved by the Board and the stockholders in accordance with Sections 78.390 and 78.403 of the NRS, and each such form of the Certificate of Amendment (other than the Certificate of Amendment that is filed with the Nevada Secretary of State) shall be abandoned immediately prior to the filing of such Certificate of Amendment.

If none of Proposal 7 or Proposals 8(a) through 8(f) are approved, we will not file the Restated Articles or the Certificate of Amendment.

Our Board reserves the right to not proceed with opting out of the provisions in NRS 78.411 to 78.444, inclusive dealing with combinations with interested stockholders, to the extent, if ever, that the Company becomes a “resident domestic corporation”, as that term is defined in NRS 78.427 (the “Interested Party Combination Amendment”) at any time before the effectiveness of the filing of the Restated Articles (or Certificate of Amendment, as applicable) with the Nevada Secretary of State, even if this Proposal 8(e) is adopted and approved by our stockholders at the Annual Meeting. By voting in favor of Proposal 8(e), you are expressly also authorizing our Board to delay, not proceed with, and abandon the Interested Party Combination Amendment if it should so decide, in its sole discretion, that such action is in the best interests of our company and its stockholders. If the Board elects to abandon the Interested Party Combination Amendment, the Company’s Articles of Incorporation will not opt out of the provisions in NRS 78.411 to 78.444, inclusive dealing with combinations with interested stockholders, to the extent, if ever, that the Company becomes a “resident domestic corporation”, as that term is defined in NRS 78.427.

Reasons for the Amendments

Approval of this Proposal 8(e) requires the affirmative vote of holders of a majority of the voting power of the issued and outstanding shares of common stock that are entitled to vote on this proposal. As a result, abstentions and “broker non-votes,” if any, will have the effect of a vote “Against” Proposal 8(e).

For the reasons stated above, our Board believes that approval of this Proposal 8(e) is in our best interests and the best interests of our stockholders.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 8(e).

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PROPOSAL 8(f)

TO ADOPT AND APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO

OPT OUT OF NRS 78.378 TO NRS 78.3793, THE NEVADA CONTROL SHARE ACT

The bracketed language in Article IX of the Restated Articles attached to this Proxy Statement as Appendix G, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, and in Article 13 of the Certificate of Amendment attached to this Proxy Statement as Appendix H, which is subject to non-material technical, administrative or similar changes and modifications in the reasonable discretion of the officers of the Company, reflect the changes proposed by this Proposal 8(f).

Nevada Control Share Act

If Proposal 8(f) is approved, our Restated Articles would provide that the Company, opts out NRS 78.378 to NRS 78.3793, the Nevada Control Share Act.

Nevada’s Control Share Act statutes, contains provisions governing the acquisition of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. Absent such provision in our Articles of Incorporation or Bylaws, these laws would apply to us as of a particular date if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger at all times during the 90 days immediately preceding that date) and do business in the State of Nevada directly or through an affiliated corporation, unless our Articles of Incorporation or Bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one fifth or more, but less than one third, (2) one third or more, but less than a majority or, (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply. We currently are subject to the provisions of NRS Sections 78.378 through 78.379, inclusive, except that because we have less than 200 stockholders of record (less than 100 of whom have addresses in Nevada) and do not do business in the State of Nevada directly or through an affiliated corporation, such provisions do not currently apply to us.

The effect of Nevada’s Control Share Act is, generally, to require a hostile bidder to put its offer to a stockholder vote or risk voting disenfranchisement. These provisions do not apply if the corporation opts-out of such provision in the Articles of Incorporation or Bylaws of the corporation in effect on the tenth day following the acquisition of a controlling interest by an acquiring person.

If this Proposal 8(f) is approved, the Restated Articles (or the Certificate of Amendment, as applicable), will provide that the Company opts out of NRS 78.378 to NRS 78.3793, the Nevada Control Share Act.

The Board’s reasons for proposing to opt out of Nevada’s Control Share Act (the “Control Share Act Opt Out Amendment”), is for the reasons below.

Due to the stringent voting requirements of Nevada’s Control Share Act, to the extent the Control Share Act applies, if the Company sells one-fifth or more of its outstanding voting power, the Company is required to receive stockholder approval from the disinterested stockholders and to provide payment of the fair market value of the disinterested stockholders. Additionally, if the offeror’s statement is not delivered in the manner prescribed or if such acquiring person is not granted full voting rights by the stockholders, the issuing corporation will be required to call for redemption of such shares of the aforementioned acquiring person. The Board of Directors has determined that requiring a special meeting, payment of the fair market value of the disinterested stockholders and possible redemption would place unnecessary burdens on the Company in connection with the completion of equity financing in which the Company would sell one-fifth or more of its outstanding voting shares. Therefore, the Board of Directors believes it is in the best interest of the Company to avoid the time and expense associated with calling a special meeting of stockholders or redemption of such acquiring person’s shares.

We do not currently meet the threshold required for application of the Nevada’s Control Share Act by virtue of having (i) less than 200 stockholders of record and (ii) less than 100 stockholders who have Nevada addresses appearing on the stock ledger of the Company. The approval of this provision will therefore have no effect on our current stockholders based upon our current plans, proposals, and arrangements to issue securities. Further, we have no present intention, plan, proposal, or arrangement to issue securities that would in the future subject us to the Nevada’s Control Share Act. The adoption of the amendment to make the Nevada’s Control Share Act not applicable to the Company will make it easier for us to sell one-fifth or more of the Company’s common stock without obtaining stockholder approval in the future. Stockholders should note that as a result of the amendment, the Board of Directors will be able to enter into certain transactions as described above that may otherwise require stockholder approval in order for full voting rights to be conferred to an acquirer under Nevada corporate law.

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If Proposal 7 is not approved, we will not file the Restated Articles, and instead will file the Certificate of Amendment to implement only those changes that were approved by stockholders in Proposals 8(a) through 8(f), in the form set forth as Appendix H hereto. Each variation of the Certificate of Amendment, depending on which of Proposals 8(a) through 8(f) are approved and as further noted on Appendix H, shall constitute a separate form of the Certificate of Amendment being adopted and approved by the Board and the stockholders in accordance with Sections 78.390 and 78.403 of the NRS, and each such form of the Certificate of Amendment (other than the Certificate of Amendment that is filed with the Nevada Secretary of State) shall be abandoned immediately prior to the filing of such Certificate of Amendment.

If none of Proposal 7 or Proposals 8(a) through 8(f) are approved, we will not file the Restated Articles or the Certificate of Amendment.

Our Board reserves the right to not proceed with opting out of NRS 78.378 to NRS 78.3793, the Nevada Control Share Act (the “Control Share Act Amendment”) at any time before the effectiveness of the filing of the Restated Articles (or Certificate of Amendment, as applicable) with the Nevada Secretary of State, even if this Proposal 8(f) is adopted and approved by our stockholders at the Annual Meeting. By voting in favor of Proposal 8(f), you are expressly also authorizing our Board to delay, not proceed with, and abandon the Control Share Act Amendment if it should so decide, in its sole discretion, that such action is in the best interests of our company and its stockholders. If the Board elects to abandon the Control Share Act Amendment, the Company’s Articles of Incorporation will not opt out of NRS 78.378 to NRS 78.3793, the Nevada Control Share Act.

Approval of this Proposal 8(f) requires the affirmative vote of holders of a majority of the voting power of the issued and outstanding shares of common stock that are entitled to vote on this proposal. As a result, abstentions and “broker non-votes,” if any, will have the effect of a vote “Against” Proposal 8(f).

For the reasons stated above, our Board believes that approval of this Proposal 8(f) is in our best interests and the best interests of our stockholders.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 8(f).

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PROPOSAL 9

THE ADJOURNMENT PROPOSAL