(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Section 2.3 of the Amended Bylaws provides that special meetings of the Company’s shareholders may be called by shareholders owning at least 50% of the Company’s capital stock issued and outstanding and entitled to vote, whereas the Previous Bylaws permitted the calling of a special meeting by shareholders owning only 10% of the Company’s capital stock issued and outstanding and entitled to vote;

Section 2.6 of the Amended Bylaws provides that the record date for a shareholder meeting shall not be more than 60 days before the actual date of the meeting, whereas the Previous Bylaws provided that the record date shall not be more than 70 days prior to the meeting;

Section 2.7 of the Amended Bylaws provides that a list of shareholders entitled to vote at a meeting of the Company’s shareholders shall be made available at the offices of the Company at least 10 days before such meeting, whereas the Previous Bylaws required that such a list be made available no later than two business days after notice of the meeting is given;

Section 2.9 of the Amended Bylaws provides that no proxy shall be voted after three years from its date unless the proxy expressly provides for a longer period, whereas the Previous Bylaws provided that no proxy shall be voted after 11 months from its date unless the proxy expressly provides for a longer period;

Section 5.1 of the Amended Bylaws provides that a waiver of notice in writing or by electronic transmission, signed by the person or persons entitled to such notice, shall be deemed equivalent to the giving of notice to such person or persons, whereas the Previous Bylaws only allowed for written waivers of notice;

Section 3.2 of the Amended Bylaws provides that the number and tenure of directors of the Company shall be determined as set forth in the Company’s Articles of Incorporation (which provide that the Board shall consist of not less than one and no more than 15 directors), whereas the Previous Bylaws provided explicitly that the Board shall consist of not less than one and no more than 15 directors;

Section 3.3 of the Amended Bylaws provides that directors may only be removed in the manner provided in the Company’s Articles of Incorporation (which provide that any director may be removed at any time, but only for cause and only by the affirmative vote of the holders of at least 75% of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors cast at a meeting of the Company’s shareholders called for that purpose);

Section 3.4 of the Amended Bylaws provides that vacancies may be filled only in the manner provided in the Articles of Incorporation (which provide that vacancies may be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum), whereas the previous Bylaws provided explicitly that vacancies on the Board may be filled by the stockholders, by the affirmative vote of a majority of the remaining directors even if less than a quorum or by a sole remaining director;

Section 4.1 of the Amended Bylaws allows the Board to designate committees having all the powers and authorities of the Board in the management of the business and affairs of the Company, whereas the Previous Bylaws provided that no committee of the Board shall have the authority to: (1) authorize distributions, except within limits provided by the Board; (2) approve or propose to shareholders actions required by the Nevada Revised Statutes, as amended (the “NRS”), to be approved by the shareholders; (3) fill vacancies on the Board or any committee thereof; (4) adopt, amend, or repeal the Company’s Bylaws; (5) amend the Company’s Certificate of Incorporation; (6) approve a plan of merger not requiring shareholder approval; or (7) authorize or approve reacquisition of shares, except within limits prescribed by the Board of Directors;

Sections 6.7, 6.9 and 6.10 of the Amended Bylaws provide for the positions of Chief Executive Officer, Chief Operating Officer and Chief Financial Officer of the Company, and describe the duties and powers of such officers, whereas the Previous Bylaws did not specifically provide for such officers;

Section 6.14 of the Amended Bylaws provides that if the Board requires the Treasurer of the Company to give the Company a bond for the faithful performance of his or her duties, such bond must be given by the Treasurer and renewed every six years, whereas the Previous Bylaws did not require such bond to be renewed (if required by the Board);

Article VIII of the Amended Bylaws provide that a transaction between the Company and an interested person is not void or voidable solely for that reason, if one or more of the following circumstances exist: (1) the director’s or officer’s interest is known to the Board or the shareholders of the Company and the transaction is approved by the Board or shareholders in good faith without counting the votes of the interested person; (2) the common interest between the Company and the interested person is known to the shareholders, and they approve or ratify the transaction in good faith by a majority vote; (3) the common interest is not known to the director or officer at the time the transaction is brought before the Board; or (4) the transaction is fair to the corporation at the time it is authorized or approved; whereas the Previous Bylaws contain no such provision. However, the Articles of Incorporation of the Company contain a provision that is substantially similar to the referenced provision of the Amended Bylaws;

Section 9.6 of the Amended Bylaws provides that the provisions of NRS 78.378 through 78.3793, inclusive, regarding the acquisition of a controlling interest, shall not apply to the Company, whereas the Previous Bylaws did not provide for any such election and, accordingly, these provisions previously applied to the Company;

Section 11.1 of the Amended Bylaws provides for mandatory indemnification of the Company’s present or former directors, and permissive indemnification of the Company’s present or former officers, employees or agents, whereas the Previous Bylaws provided for mandatory indemnification of present or former directors and officers and permissive indemnification of present or former employees or agents;

Section 11.1 of the Amended Bylaws provides that, as set forth in the NRS, a determination as to whether or not a present or former director, officer, employee or agent of the Company is entitled to indemnification shall be made by (1) the shareholders of the Company; (2) the Board by a majority vote of a quorum of disinterested directors; (3) if a majority vote of a quorum of disinterested directors so orders, by independent legal counsel in a written opinion; and (4) if a quorum of disinterested directors cannot be obtained, by independent legal counsel in a written opinion, whereas the Previous Bylaws only explicitly provided for determinations on indemnification to be made by the Board;

Section 11.2 of the Amended Bylaws describes the procedures for the selection of an independent counsel if one is required to be selected pursuant to Section 11.1, whereas the Previous Bylaws did not contemplate the selection of an independent legal counsel to make determinations on indemnification;

Section 11.3 of the Amended Bylaws provides that if a determination on indemnification has not been made within 90 days after receipt by the Company of the request for indemnification, the requisite determination of entitlement to indemnification shall be deemed to have been made, and the individual in question will be entitled to indemnification absent (1) a misstatement or omission of a material fact necessary to make such individual’s statements made in connection with such individual’s

request for indemnification materially misleading, or (2) a final judicial determination that indemnification is prohibited under applicable law; whereas the Previous Bylaws provided that if an indemnification claim was not paid in full by the corporation within 60 days after receipt by the Company of a written claim for indemnification (except in the case of a claim for the advancement of expenses, in which case the applicable period shall be 20 days) the individual in question may bring suit against the Company to enforce such individual’s right to indemnification;

Section 11.3 of the Amended Bylaws provides that an individual will be deemed to have acted in good faith and in or not opposed to the best interests of the Company if such individual’s action is based on the records or books of the Company, or on information supplied to such individual by the directors, officers or legal counsel of the Company, or on information or records given or reports made by an independent certified public accountant or other expert, whereas the Previous Bylaws did not contain such a provision; and

Section 11.4 of the Amended Bylaws provides that in any proceeding commenced by an individual seeking indemnification, the Company is precluded from asserting that the procedures and presumptions of Article XI are not valid, binding and enforceable and must stipulate that the Company is bound by all the provisions of Article XI, whereas the Previous Bylaws did not contain such a provision.

Exhibit
Number

Exhibit Description

/s/ Thomas J. Somodi