| AMENDED AND RESTATED ARTICLES OF INCORPORATION |
NOTE 11 – AMENDED AND RESTATED ARTICLES
OF INCORPORATION
On January 13, 2026,
the Company filed with the State of Wyoming an Articles of Amendment to its Articles of Incorporation in the form an Amended and Restated
Articles of Incorporation (the “Amended and Restated Articles”). The following provisions were included
in the Amended and Restated Articles:
| 1. |
Capital Stock. 500,000,000 shares of $.001 par value common stock are now authorized; 1,000,000 shares of $.001 par value preferred stock are now authorized. Notwithstanding the designation of the class of Series X Preferred Stock designated in the Amended and Restated Articles, the designations, preferences, limitations, restrictions, and relative rights of any additional classes of preferred stock, and variations in the relative rights and preferences as between different series, shall be established by the Company’s Board of Directors. |
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| 2. |
Cumulative Voting. Cumulative voting for the election of directors shall not be permitted. |
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| 3. |
Preemptive Rights. No holder of any stock of the Company shall be entitled, as a matter of right, to purchase, subscribe for or otherwise acquire any new or additional shares of stock of the Company of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares unless specifically authorized by the Board of Directors of the Company. |
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| 4. |
Shareholder Voting on Corporate Actions. Notwithstanding the requirements of Wyoming law, the affirmative vote or concurrence of the holders of a majority of the outstanding shares of the Company entitled to vote thereon are required to make effective all transactions that require shareholder approval under applicable law. |
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| 5. |
Indemnification of Directors, Officers, Employees, Fiduciaries and Agents. |
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A. |
Liability for Monetary Damages. The liability
of the directors of the Company for monetary damages shall be eliminated to the fullest extent permissible under Wyoming law provided,
however, that (1) the liability of directors is not limited or eliminated (a) for acts or omissions that involve intentional misconduct
or a knowing and culpable violation of law, (b) for acts or omissions that a director believes to be contrary to the best interests of
the corporation or its shareholders or that involve the absence of good faith on the part of the director, (c) for any transaction from
which a director derived an improper personal benefit, (d) for acts or omissions that show a reckless disregard for the director’s
duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary
course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders, (e) for acts or omissions
that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its
shareholders, (2) the liability of directors is not limited or eliminated for any act or omission occurring prior to the date when these
Articles of Incorporation becomes effective, or (f) any of the acts set forth in Section 17-16-202 of the Wyoming Business Corporations
Act and (3) the liability of officers is not limited or eliminated for any act or omission as an officer, notwithstanding that the officer
is also a director or that his or her actions, if negligent or improper, have been ratified by the directors.
The Company shall indemnify, to the fullest extent
permitted by applicable law, any person, and the estate and personal representative of any such person, against all liability and expense
(including attorneys’ fees) incurred by reason of the fact that he is or was a director or officer of the Company or, while serving
at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial
or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Company
also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and
that person’s estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders
or directors, contract, or otherwise, so long as such provision is legally permissible. |
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B. |
Expenses. The Company shall advance expenses in advance of the final disposition of the case to or for the benefit of a director, officer, employee, fiduciary, or agent, who is party to a proceeding such as described in the preceding paragraph A to the maximum extent permitted by applicable law. |
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C. |
Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director or officer of the Company or other person entitled to indemnification existing at the time of such repeal or modification. |
| 6. |
Limitations of Liability. |
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A. |
Limitation of Liability. Notwithstanding Wyoming law, specifically Section 17-16-202 of the Wyoming Business Corporations Act, or the provisions of these Articles of Incorporation, a director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or to its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit. If the Wyoming Business Corporations Act is amended after this Article is adopted to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Wyoming Business Corporations Act, as so amended. |
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B. |
Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director of the Company existing at the time of such repeal or modification. |
| 7. |
Designation of Series X Preferred Stock. One (1) share of the Company’s authorized shares of Preferred Stock, $0.001 par value per share, is hereby designated as “Series X Preferred Stock” and having the characteristics set forth below. |
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A. |
Fractional Shares. The Series X Preferred Stock may not be issued in fractional shares. |
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B. |
Voting. The share of Series X Preferred Stock shall have rights in all matters requiring stockholder approval to a number of votes equal to two (2) times the sum of: |
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(1) |
The total number of shares of Common Stock which are issued and outstanding at the time of any election or vote by the stockholders; plus |
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(2) |
The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights. |
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C. |
Conversion. The Series X Preferred Stock shall possess no rights of conversion. |
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D. |
Liquidation Rights. The Series X Preferred Stock shall possess no liquidation rights. |
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E. |
Dividends. The Series X Preferred Stock shall possess no dividend rights. |
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F. |
Protection Provisions. The Company shall not, without first obtaining the consent of the holder of the share of Series X Preferred Stock, alter or change the rights, preferences or privileges of the Series X Preferred Stock so as to affect adversely the holder of the share of Series X Preferred Stock. |
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G. |
Waiver. Any of the rights, powers or preferences of the Series X Preferred Stock may be waived by the affirmative consent of the holder of the share of Series X Preferred Stock. |
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H. |
No Other Rights or Privileges. Except as specifically set forth herein, the holder of the share of Series X Preferred Stock shall have no other rights, privileges or preferences with respect to the Series X Preferred Stock. |
| 8. |
Conflicting Interest Transactions. No contract or other transaction between the Company and one (1) or more of its directors or any other corporation, firm, association, or entity in which one (1) or more of its directors are directors or officers or are financially interested shall be either void or voided solely because of such relationship or interest, or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because their votes are counted for such purpose if: |
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A. |
The fact of such a relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; |
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B. |
The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or |
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C. |
The contract or transaction is fair and reasonable to the Company. Common or interested directors may be counted in determining the presence of a quorum, as herein previously defined, at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies such contract or transaction. |
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