Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On January 24, 2023, with Mr. Bell abstaining, the board of directors of the Company approved the filing of an amendment to the Certificate of Designation of the Series B Convertible Stock pursuant to which the section titled "Voting, Liquidation, Dividends, and Redemption" was revised to the following:

"Voting, Liquidation, Dividends, and Redemption. On all matters to be voted on by the holders of Common Stock, the Holders of Series B Preferred Stock shall be entitled to three hundred and sixty (360) votes for each share of Series B Preferred Stock held of record. On all such matters, the holders of Common Stock and the Holders of Series B Preferred Stock shall vote together as a single class. If the Company effects a stock split which either increases or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series B Preferred Stock shall not be subject to adjustments unless specifically authorized. The shares of Series B Convertible Preferred Stock shall (i) not have a liquidation preference; (ii) not accrue, earn, or participate in any dividends; and (iii) not be subject to redemption by the Corporation."

The amendment to the Certificate of Designation for the Series B Convertible Preferred Stock is included herewith as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits.



Exhibit No. Description
3.1           Amendment to Certificate of Designation for Series B Convertible
            Preferred Stock

104 The cover page from this Current Report on Form 8-K, formatted in Inline


            XBRL

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