Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 02, 2022, we filed with the Nevada Secretary of State a Certificate of Change pursuant to NRS Section78.209 to our Articles of Incorporation to effect an amendment (the "Amendment") changing the number of authorized shares of our common stock from 3,500,000,000 to a total number of authorized shares of stock of 4,500,000,000.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 31, 2022, our Board approved and the stockholders acted by way of nonunanimous majority written consent action (pursuant to a solicitation of consents commenced on December 1, 2022, and in lieu of a special meeting of stockholders) to approve the Amendment. In order for the Articles Amendment to be approved pursuant to Nevada law, we must receive the written consent of a majority of the outstanding shares of Common Stock (the "Requisite Consents"). Each share of Common Stock entitles the holder of record to one vote. Failure to vote (return a written consent form) at all will have the effect of a vote against the Articles Amendment. Abstentions will have the effect of a vote against the Articles Amendment

Each member of our board of directors and holders of 1 share each of Series A Preferred, Timothy G. Dixon, and Thomas E. Ichim, have given written consent (as shareholder) in favor of the Articles Amendment providing the necessary majority.

Note: the Articles include that: "The Holder of the Series A Preferred Stock shall be entitled to vote on all matters subject to a vote or written consent of the holders of the Corporation's Common Stock, and on all such matters, the share of Series A Preferred Stock shall be entitled to that number of votes equal to the number of votes that all issued and outstanding shares of Common Stock and all other securities of the Corporation are entitled to, as of any such date of determination, on a fully diluted basis, plus One Million (1,000,000) votes, it being the intention that the Holder(s) of the Series A Preferred Stock shall have effective voting control of the Corporation, on a fully diluted basis. The Holder(s) of the Series A Preferred Stock shall vote together with the holders of Common Stock as a single class."

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.

The following exhibits are attached to this Current Report on Form 8-K:





Exhibit No.   Description
3.1             Certificate of Change Pursuant to NRS 78.209, filed December 02,
              2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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