Effective July 6, 2012, the Company filed
an amendment with the Nevada Secretary of State to authorize Class B convertible preferred stock in the amount of 5,000,000 shares
at $0.001 par value. Class B shares have no dividend rights, except as may be declared by the Board of Directors in
its sole discretion. Class B stock is ranked junior and subsequent to Class A convertible preferred stock, but senior and prior
to the Corporations common stock as to dividends and upon liquidation. Class B shares have liquidation rights of $0.10 per
share, and are entitled to 100 votes each, on any matters requiring shareholders vote. One share of Class B stock can be
converted into 10 shares of common stock at any time, upon demand from the holder.
On July 6, 2012, Renee Gilmore, our President,
CEO and Director, and Danielle ONeal, our Secretary and Director, each, exchanged 10,000,000 shares of common stock for
1,000,000 shares of Class B convertible preferred stock, based on the conversion ratio designated for Class B shares.