TOP Special Stockholders’ Meeting

(i) Amendment of Articles of Incorporation – Reclassification of 800,000,000 common shares to 800,000,000 preferred shares;

(ii) Delegation to the BOD to establish and designate each particular series of preferred shares, to fix the number of shares to be included in each of such series, and to determine the features of said preferred shares as well as other terms and conditions for the issuance thereof; and

(iii) Authorize the BOD: (1) to engage the services of advisors to assist in studying options for capital raising activities such as private placement, follow-on offering, and/or debt issuances, and (2) to set the terms of such capital raising activity or activities.