GRIPEVINE, INC. (OTCMKTS:GRPV) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGES IN FISCAL YEAR

Designation of Series A Preferred Stock

Effective October 31, 2016, the Board of Directors of Gripevine,
Inc., a Nevada corporation (the “Corporation”) and the majority
shareholders of the Company, approved an amendment to the
articles of incorporation to increase the authorized capital
structure of the Corporation to three hundred million
(300,000,000) shares of common stock, par value $0.001, and
twenty million (20,000,000) shares of preferred stock, $0.001 par
value (the Amendment), which was previously disclosed in a filing
in a Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 4, 2016. The Amendment was filed
with the Secretary of State of Nevada on November 4, 2016
increasing the authorized capital to 300,000,000 shares of common
stock and 20,000,000 shares of preferred stock (the “Preferred
Shares”).

On April 20, 2017, the Corporation filed a Designation of Series
A preferred stock with the Nevada Secretary of State creating
1,000,000 shares of Series A preferred stock at $0.001 par value
(the Designation). The Designation provides for certain rights
and preferences as follows:

(a) The initial price of each share of Series A Preferred Stock
shall be $0.001.

(b) The price of each share of Series A Preferred Stock may be
changed either through a majority vote of the Board of Directors
through a resolution at a meeting of the Board, or through a
resolution passed at an Action Without Meeting of the unanimous
Board.

(c) Upon approval by the Board of Directors the Corporation may
elect to pay an annual dividend. The annual percentage of such
dividend will be established by the Board of Directors upon the
performance of the Corporation. If elected to pay such dividends,
the Board of Directors may elect to make such dividends payable
in the form of shares of common stock rather than a cash
dividend.

(d) Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, before any
distribution or payment shall be made to the holders of any stock
ranking junior to the Series A Preferred Stock, the holders of
the Series A Preferred Stock shall be entitled to receive in cash
out of the asset of the Corporation, whether from capital or from
earnings available for distribution to its stockholders, before
any amount shall be paid to the holders of common stock, the sum
of $0.001 per share.

Notwithstanding the above, in the event of any acquisition of the
Corporation or its assets, either through a merger or share
exchange, by way of cash and/or shares, the holder of the shares
of Series A Preferred Stock shall receive Twenty Percent (20%) of
the aggregate valuation of such merger or share exchange in the
form of cash and/or shares, before any distributions are made to
shareholders of any other class (the Merger Acquisition Right).
The Merger Acquisition Right may be assigned by the holder of the
Series A Preferred Stock upon notice to the Corporation of such
assignment.

(e) The holder of the Series A Preferred Stock shall at their
option convert each share of Series A Preferred Stock into one
hundred shares of common stock (a one for one hundred basis).
Promptly upon conversion, the Corporation shall issue and deliver
to such holder a certificate or certificates for the number of
full shares of common stock issuable to the holder to the holders
conversion of Series A Preferred Shares in accordance with the
provisions of this Section. The stock certificate(s) evidencing
the common stock shall be issued with a restrictive legend
indicating that it was issued in a transaction exempt from
registration under the Securities Act, and that it cannot be
transferred unless it is so registered, or an exemption from
registration is available, in the opinion of counsel to the
Corporation. The common stock shall be issued in the same name as
the person who is the holder of the Series A Preferred Stock
unless, in the opinion of counsel to the Corporation, such
transfer can be made in compliance with applicable securities
laws. The person in whose name the certificate(s) of common stock
are so registered shall be treated as a holder of shares of
common stock of the Corporation on the date the common stock
certificate(s) are so issued. All shares of common stock
delivered upon conversion of the Series A Preferred Shares as
provided herein shall be duly and validly issued and fully paid
and non-assessable. Effective as of the Conversion Date, such
converted Series A Preferred Shares shall no longer be deemed to
be outstanding and all rights of the holder with respect to such
shares shall immediately terminate except the right to receive
the shares of common stock issuable upon such conversion.

(f) Shares of Series A Preferred Stock are anti-dilutive to
reverse splits, and therefore in the case of a reverse split, are
convertible to the number of common shares after the reverse
split as would have been equal to the Conversion Rate established
prior to the reverse split.

(g) The Corporation may by providing a five day notice to the
holder of the Series A Preferred Shares redeem such Series A
Preferred Shares at a redemption price of $0.001 (the “Notice of
Redemption”). In the event of receipt of the Notice of Redemption
by the holder of the Series A Preferred Shares, the holder shall
have five business days from date of receipt to convert into
shares of common stock in accordance with the above.

(h) Each holder of outstanding shares of Series A Preferred Stock
shall be entitled to cast 200 votes for each Series A Preferred
Stock held of record.

(i) The shares of Series A Preferred Stock may be assigned or
transferred by the holder thereof in whole or in part.

The foregoing is a summary description of the rights and
preferences of the Series A Preferred Stock and does not purport
to be complete and is qualified in its entirety by reference to
the Designation of Series A Preferred Stock which is filed hereto
as Exhibit 3.2 to this Current Report on Form 8-K and
incorporated by reference herein.

SECTION 3. SECURITIES AND TRADING MATTERS

ITEM 3.02 UNREGISTERED SALES OF EQUITY
SECURITIES

The Board of Directors authorized the issuance of the 1,000,000
shares of Series A Preferred Stock to its sole executive officer
and member of the Board of Directors, Richard Hue, based upon
recognition of the outstanding services, leadership and
innovative business operational strategies provided by Mr. Hue
and his continuous dedication and loyalty to the Corporation,
including undertaking of the development of the technology from
inception.

The shares of Series A Preferred Stock carry certain rights and
preferences, including voting rights consisting of two hundred
votes for each one shares of Series A Preferred Stock. The shares
of Series A Preferred Stock are convertible into shares of common
stock on a one-for-one hundred basis, i.e. one share of Series A
Preferred Stock for one hundred shares of common stock.

The 1,000,000 shares of Series A Preferred Stock were issued at a
per share price of $0.001. The shares of Series A Preferred Stock
were issued to Mr. Hue as a non-U.S. resident in reliance on
Regulation S promulgated under the United States Securities Act
of 1933, as amended (the Securities Act). Neither the shares of
Series A Preferred Stock nor the underlying shares of common
stock hve been registered under the Securities Act or under any
state securities laws and may not be offered or sold without
registration with the United States Securities and Exchange
Commission or an applicable exemption from the registration
requirements. Mr. Hue acknowledged that the securities to be
issued have not been registered under the Securities Act, that he
understood the economic risk of an investment in the securities,
and that he had the opportunity to ask questions of and receive
answers from the Corporations management concerning any and all
matters related to acquisition of the securities.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro forma Financial Information.

Not applicable.

(c) Shell Company Transaction.

Not applicable.

(d) Exhibits.

About GRIPEVINE, INC. (OTCMKTS:GRPV)

Gripevine Inc, formerly Baixo Relocation Services Inc, is a Canada-based company, which operates a consulting business. The Company provides relocation services to clients, both individual and corporate, relocating to the state of Goa, India. The Company assists clients intending to relocate to the region for temporary, long-term and permanent periods. It offers a range of relocation services, including arranging and assisting with transportation in the state of Goa; household goods movement; immigration documentation; real estate rental and purchases; children’s education registration; area orientation; housekeeping; utilities connections; banking introductions; local transportation; tax compliance, and language and cultural training. The Company has not generated any revenue.

GRIPEVINE, INC. (OTCMKTS:GRPV) Recent Trading Information

GRIPEVINE, INC. (OTCMKTS:GRPV) closed its last trading session down -0.100 at 0.850 with shares trading hands.