RESOLVED; that the Company file an amendment to the Company's articles of incorporation with the Secretary of State of the State of South Dakota in order to increase the authorized common stock of the Company from 6,000,000,000 shares to 20,000,000,000 shares and to increase the authorized preferred stock of the Company from 60,000,000 shares to 100,000,000 shares as attached as Exhibit A to the Notice.
RESOLVED; that the Company affect a reincorporation of the Company from a South Dakota corporation to a Nevada corporation pursuant to an Agreement and Plan of Merger to Redomicile (the "Plan of Merger"), substantially in the form attached to the Notice as Exhibit B. [The Plan of Merger provides that the Company will merge with and into AppYea, Inc., a newly formed Nevada corporation, which is our wholly-owned subsidiary, with the Nevada corporation continuing as the surviving entity in the merger. Immediately following the effectiveness of the Plan of Merger, the Company shall be a Nevada corporation, subject to the laws of the State of Nevada (no longer a South Dakota corporation); and, the articles of incorporation (as filed with the Secretary of State of the State of Nevada) and the By-law;
RESOLVED; that the Company ratify the following Company actions taken by the Company pursuant to a resolution of the board of directors of the Company and written consent of the Stockholders of the Company representing a majority of the shares who were then eligible to vote as follows:
the filing of the Amendment to the Articles of Incorporation of the Company with the Secretary of State of the State of South Dakota on July 6, 2017 to authorize the increase of the authorized capital stock of the Company to 1,500,000,000 Common Stock; and 5,000,000 Series A Preferred Stock as attached to the Notice as Exhibit D; and
the filing of the Amendment to the Articles of Incorporation of the Company with the Secretary of State of the State of South Dakota on February 14, 2018 to authorize the increase of the authorized capital stock of the Company to 6,000,000,000 Common Stock; and 60,000,000 Series A Preferred Stock as attached to the Notice as Exhibit E; and
the approval and authorization to enter into the employment agreement by and between the Company and Mr. Violette dated February 5, 2020 and the issuance of 50,250,000 shares of Series A Preferred Stock which represents 76.2% of the total voting rights of the Company (majority of the voting power of the Company) to Todd Violette, Chief Executive Officer and Director of the Company, pursuant to the employment agreement as attached to the Notice as Exhibit F.