Item 8.01 Other Events
On January 10, the Company’s Board of Directors approved
the retirement of 40,000,000 common shares own by the Company’s CEO, Taiwo Aimasiko, effectively reducing the Company’s
total common shares issued and outstanding by 9.3%.
On January 8, 2017, the Company's Board of Directors
approved and the Company designated 40,000,000 of its authorized preferred stock as Series "C" preferred shares. The
Certificate of Designation stated the following:
Conversion Rights: Each share of Series "C"
Preferred is convertible at any time, and from time to time, into one (1) shares of Common Stock one day after the first anniversary
of issuance;
Dividend Rights: In the event the Board of Directors
declares a dividend on the common stock, each Series "C" Preferred share will be entitled to receive an equivalent dividend
as if the Series "C" Preferred Share had been converted into Common Stock prior to the declaration of such dividend.
Voting Rights: 40 votes per share (votes along with
common stock);
Liquidation Rights: None
Under Nevada corporation law, no shareholder approval
was required for the creation of the Series "C" Preferred Stock or the issuance of Series "C" Preferred Stock
in exchange for the shares of common stock exchanged therefor.
On January 10 , 2018, Taiwo Aimasiko, Director of
the Company, offered to retire and exchanged 40,000,000 shares of Common Stock of the 50,000,000 owned by her for an aggregate
40,000,000 Series "C" Preferred Stock that would protect the voting power and ability to participate in the future of
the Company, while at the same time enhance shareholders’ value. As a result of this retirement and exchange of Common Stock
for Series "C" Preferred Stock, the Company’s issued and outstanding Common Stock was reduced from 428,689,775
to a total of 388,689,775.
The above shares of commons stock were issued in
reliance on the exclusion from the registration requirements of the Securities Act of 1933, as amended or in reliance on the exemption
from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) of the Securities Act
of 1933, as amended, as the issuance of the stock did not involve a public offering of securities.