Depending upon the ratio for the reverse stock split selected by the board, up to every five (5) outstanding shares of the common stock will be combined into one new share of common stock;

	●	Depending upon the ratio for the reverse stock split selected by the board, up to every twelve (12) outstanding shares of the common stock will be combined into one new share of common stock;
	●	The number of shares of common stock issued and outstanding will be reduced proportionately, based upon the ratio selected by the board; The number of shares of common stock into which each outstanding share of preferred stock is convertible will automatically be reduced proportionately, and the per share conversion price shall be correspondingly increased, based on the ratio selected by the board; The total number of shares of common stock and preferred stock the company is authorized to issue will be unchanged; Appropriate adjustments will be made to stock options exercisable for shares of common stock granted under the company’s stock option plans to maintain the economic value of the awards, based upon the ratio selected by the board; • The number of shares reserved for issuance under the company’s stock option plans will be reduced proportionately, based upon the ratio selected by the board (and any other appropriate adjustments or modifications will be made under the plans); and, board;         • ● The total number of shares of common stock and preferred stock the Company is authorized to issue will be unchanged; ● Proportionate adjustments would be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders thereof to purchase shares of our common stock, which will result in approximately the same aggregate price being required to be paid for the common shares upon exercise of such options or warrants immediately preceding the reverse stock split. The common stock resulting from a reverse stock split will remain fully paid and non-assessable. A reverse stock split will not affect the public registration of the common stock under the Securities Exchange Act of 1934. The reverse stock split will be effected simultaneously for all of our common stock and the exchange number will be the same for all of our common stock. The reverse stock split will affect all of our shareholders uniformly and will not affect any shareholder’s percentage ownership interests in the company,Company, except to the extent that the reverse stock split results in any of our shareholders owning a fractional share. As described below, fractional shares resulting from the reverse splitReverse Split will be rounded up to the nearest whole share.. Such cash payments will reduce the number of post-split shareholders to the extent there are shareholders presently holding fewer than three shares. However, this is not the purpose of the reverse stock split.share. The reverse stock split is not intended as, and will not have the effect of, a “going private” transaction under Rule 13e-3 of the Securities Excha ngeExchange Act of 1934, as amended. We will continue to be subject to the periodic reporting requirements of the Exchange Act following the reverse stock split. The following table summarizes the company’sCompany’s pro forma capitalization, as of September 30, 2006,December 31, 2020, before and after giving effect to (i) the Share Increase and (ii) a hypothetical reverse stock split of one-for-threeone-for-five (1 for 3)5):       Prior to Reverse Stock Split    After Reverse Stock Split          Common Stock    Preferred Stock    Common Stock    Preferred Stock                        Authorized Shares    50,000,000   10,000,000   50,000,000   10,000,000   Shares Issued and Outstanding    5,152,907     200,500   1,717,636   66,833   Shares Reserved for Future Issuance:                    Equity Compensation Plans    100,000   -0-   33,333   -0-   Options    135,000   -0-   54,333   -0-   Shares Available for Future Issuance    44,612,093   9,799,500   48,194,698   9,933,167          (1) Does not reflect the rounding up of fractional shares to the nearest whole share.     Reasons for theReverseSplit      Thereversesplit is primarily intended to increase the company’s per share stock price to assist the company to be listed on either the NASDAQ Capital Market (formerly the NASDAQ SmallCap Market) or the American Stock Exchange and to increase the attractiveness of the common stock to prospective investors and the financial community. Currently, the common stock is traded on the Over-The-Counter (“OTC”) Electronic Bulletin Board or the “pink sheets” (under the symbol “GBCS”). The closing price for the common stock as reported on the OTC Electronic Bulletin Board during the period from January 1, 2006 to October 31, 2006 has ranged from a high of $1.75 to a low of $0.86. The closing price on November 24, 2006 was $0.93.      The requirements for an initial listing on the NASDAQ Capital Market are as follows: either (a) stockholders’ equity of $5,000,000, (b) net income in the most recently completed fiscal year or in two of the last three years of $750,000, or (c) market capitalization of $50,000,000 for 90 consecutive trading days prior to applying for listing; a public float of 1 million shares; a market value of public float of $5,000,000; a minimum bid price of $4.00 per share for 90 consecutive trading days prior to applying for listing; at least three market makers; at least 300 round lot stockholders; and     Prior to Reverse Stock Split(1)     After Reverse Stock Split(1)(2)       Common Stock     Common Stock                                     Authorized Shares:     50,000,000               1,000,000,000           Shares Issued and Outstanding:     26,866,379       -       5,373,276       -   Shares Available for Future Issuance     23,133,621               994,626,7244             (1) • compliance with NASDAQ corporate governance rules. Pro forma assuming the Capital Restructure and Share Increase have been implemented.       (2) Does not reflect the rounding up of fractional shares to the nearest whole share.   Reasons for the Reverse Split We believe that the Reverse Split is in the best interest of the Company and our shareholders for several reasons. We currently have more than 26 million shares issued and outstanding, leaving only 24 million authorized shares that can be issued in the future. This will exceed our authorized capital and will preclude our Board of Directors from being able to issue additional shares in the future as part of future financings or to facilitate one or more acquisitions or other business combinations. The requirementsReverse Split will reduce the number of shares outstanding without decreasing the number of our authorized shares, thereby freeing authorized capital for an initial listing on the AMEX are as follows:future issuances.   either (a) stockholders’ equity of $4,000,000, (b) net income in the most recently completed fiscal year or in two of the last three years of $750,000, or (c) market capitalization of $15,000,000 for 90 consecutive trading days prior to applying for listing; 26   a minimum bid price of $3.00 per share for 90 consecutive trading days prior to applying for listing; and, compliance with AMEX corporate governance rules. The board believes that it is in the best interest of the companyCompany and its stockholders to approve the reversesplitReverse Split proposal in order give the board the authority to implement areversesplita Reverse Split intended to increase the company’sCompany’s bid price. The companyCompany does not currently comply with the requirements for initial listing on either the NASDAQNasdaq Capital Market or the NYSE American Stock Exchange under any of the alternative listing standards. The company, therefore, cannot assure its stockholdersIt is likely that the Reverse Split will enable the Company to comply with the listing standards of these listing media; and should the Company be eligible for an exchange listing following implementation of the Reverse Split, it will qualifywould be the Company’s intention to apply for such a listing after thereversesplit or at any other time in the future.listing.        In reaching its decision to seek and recommend a reverse stock split, the board considered, among many other factors, the consequences of being listed on the OTC Electronic Bulletin Board, including decreased liquidity and marketability of shares of the common stock. Investors often find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, the common stock on the OTC Electronic Bulletin Board. For the above reasons, the company believes that current and prospective investors will view an investment in the common stock more favorably if the shares are listed on the NASDAQ Capital Market or the American Stock Exchange than if the common stock trades on the OTC Electronic Bulletin Board. The board believes that thereversesplitthe Reverse Split and anticipated increase in the per share price of the common stock should also enhance the acceptability and marketability of the common stock to the financial community and investing public. Many institutional investors have policies prohibiting them from holding lower-priced stocks in their portfolios, which reduces the number of potential buyers of the common stock. Additionally, analysts at many brokerage firms are reluctant to recommend lower-priced stocks to their clients or monitor the activity of lower-priced stocks. Brokerage houses also frequently have internal practices and policies that discourage individual brokers from dealing in lower-priced stocks. Further, because brokers’ commissions on lower-priced stock generally represent a higher percentage of the stock price than commissions on higher priced stock, investors in low er-pricedlower-priced stocks pay transaction costs which are a higher percentage of their total share value, which may limit the willingness of individual investors and institutions to purchase the common stock.   Although the board believes that areversesplita Reverse Split may be in the best interests of the companyCompany and its stockholders, if implemented, thereversesplitthe Reverse Split may result in some stockholders owning “odd-lots” of less than 100 shares. The Company reserves the right to repurchase odd-lots at the then prevailing market price. Brokerage commissions and other costs of transactions in odd lots may be higher, particularly on a per-share basis, than the cost of transactions in even multiples of 100 shares. In addition, areversesplit might make it more difficult for the company to meet other requirements for initial listing 21 on the NASDAQ Capital Market relating to the minimum number of shares that must be in the public float and the minimum number of round lot holders.   The companyCompany cannot assure you that thereversesplitthe Reverse Split will have any of the desired consequences described above.   Certain Risk Factors Associated with theReversethe Reverse Split   There can be no assurance that the total market capitalization of the company’sCompany’s common stock (the aggregate value of all the company’sCompany’s common stock at the then market price) after the proposedreversesplitproposed Reverse Split will be equal to or greater than the total market capitalization before the proposedreversesplitproposed Reverse Split or that the per share market price of the company’sCompany’s common stock following thereversesplitthe Reverse Split will either equal or exceed the current per share market price.   There can be no assurance that the market price per new share of the company’sCompany’s common stock after thereversesplitthe Reverse Split will remain unchanged or increase in proportion to the reduction in the number of old shares of the company’sCompany’s common stock outstanding before thereversesplit.the Reverse Split. Accordingly, the total market capitalization of the company’sCompany’s common stock after the proposedreversesplitproposed Reverse Split may be lower than the total market capitalization before the proposedreversesplitproposed Reverse Split and, in the future, the market price of the company’sCompany’s common stock following thereversesplitthe Reverse Split may not exceed or remain higher than the market price prior to the proposedreversesplit.proposed Reverse Split.   If thereversesplitthe Reverse Split is effected, the resulting per share stock price may not attract institutional investors or investment funds and may not satisfy the investing guidelines of such investors and, consequently, the trading liquidity of the company’sCompany’s common stock may not improve.   While the board believes that a higher stock price may help generate investor interest, there can be no assurance that thereversesplitthe Reverse Split will result in a per share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of the company’sCompany’s common stock may not necessarily improve.   A decline in the market price of the company’sCompany’s common stock after thereversesplitthe Reverse Split may result in a greater percentage decline than would occur in the absence of areversesplit,a Reverse Split, and the liquidity of the company’sCompany’s common stock could be adversely affected following such areversesplit.a Reverse Split.   27 If thereversesplitthe Reverse Split is effected and the market price of the company’sCompany’s common stock declines, the percentage decline may be greater than would occur in the absence of areversesplit.a Reverse Split. The market price of the company’sCompany’s common stock will, however, also be based on the company’sCompany’s performance and other factors, which are unrelated to the number of shares outstanding. Furthermore, the reduced number of shares that would be outstanding after thereversesplitthe Reverse Split could adversely affect the liquidity of the company’sCompany’s common stock.        If thereversesplit is effected, there is no assurance that the company will comply with the initial listing requirementsDetermination of the NASDAQ Capital Market or the American Stock Exchange.Reverse Split Ratio   Determination ofReverseSplit Ratio In asking the stockholders to approve thereversesplit,the Reverse Split, the board is also asking the stockholders to grant to the board the authority to set the ratio for thereversesplitthe Reverse Split (provided it is not greater than 1:5)12) immediately prior to the consummation of thereversesplit.the Reverse Split. Fluctuations in the market price of the company’sCompany’s common stock prior to the time that the companyCompany could effect thereversesplitthe Reverse Split require that the board have the flexibility to set the exact ratio of thereversesplitthe Reverse Split (provided it is not greater than 1:5)12) immediately prior to the consummation of thereversesplitthe Reverse Split in order to attempt to achieve the objectives of 22 thereversesplit. the Reverse Split. The board will set the ratio for thereversesplit,the Reverse Split, delay or abandon thereversesplitthe Reverse Split as it determines is advisable considering relevant market conditions from time to time. If the companyCompany is able to complete a significant placement of securities with one or more institutional investors in the foreseeable future, the companyCompany anticipates that it will consult with those institutional investors at the time of the private placement with respect to the appropriatereversesplitappropriate Reverse Split ratio. The board believes that approval of this discretion, rather than approval of a specific ratio, provides the board with maximum flexibility to react to current market conditions and to the needs of prospective investors in the company,Company, and to therefore act in the best interest sinterests of the companyCompany and its stockholders. In setting the ratio for thereversesplit,the Reverse Split, the intention of the board is to increase the stock price to a price that will best accomplish the goals of thereversesplit,the Reverse Split, as discussed above. Procedure for Effecting a Reverse Stock Split and Exchange of Stock Certificates   If stockholders approve the proposal and the boardBoard of Directors decides to implement a reverse stock split, the companyCompany will not be required to file with the Secretary of State of the State of Utah a certificate of amendment to the company’sCompany’s Certificate of Incorporation (as previously amended).Incorporation. A reverse stock split will become effective at the time and on the date approved by the NASDFinancial Industry Regulatory Authority, Inc. (“FINRA”) for trading of our common stock ex-dividend, which will be referred to as the “effective time” and “effective date,” respectively. Beginning at the effective time, each certificate representing shares of common stock will be deemed for all corporate purposes to evidence ownership of the number of whole shares into which the shares previously represented by the certificate were combined pursuant to the reverse stock split.   Some of the company’sCompany’s registered stockholders hold all their shares in certificate form. If any of your shares are held in certificate form, you will receive a transmittal letter from the company’sCompany’s transfer agent, Corporate Stock Transfer, Inc.Equiniti (the “Transfer Agent”), as soon as practicable after the effective date of thereversesplit.the Reverse Split. The letter of transmittal will contain instructions on how to surrender your certificate(s) representing your shares of the common stock (“Old Certificates”) to the Transfer Agent in exchange for certificates representing the appropriate number of whole shares of common stock as a result of thereversesplitthe Reverse Split (“New Certificates”). No New Certificates will be issued to a stockholder until such stockholder has surrendered all Old Certificates, together with a properly comp letedcompleted and executed letter of transmittal, to the Transfer Agent. Consequently, you will need to surrender your Old Certificate(s) before you will be able to sell or transfer your stock.   Stockholders will then receive a New Certificate or certificates representing the number of whole shares of common stock into which their shares of common stock have been converted as a result of thereversesplitthe Reverse Split (“New Common Stock”). Until surrendered, outstanding Old Certificates held by stockholders will be deemed to be canceled and only to represent the number of whole shares of New Common Stock to which these stockholders are entitled.   Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for certificates evidencing shares of New Common Stock.   If an Old Certificate has a restrictive legend on the back of the Old Certificate, a New Certificate evidencing shares of New Common Stock will be issued with the same restrictive legends, if any, that are on back of the Old Certificate(s).   All expenses of the exchange will be borne by the company.Company.    Stockholders should not destroy any stock certificate(s). You should not send your Old Certificates to the Transfer Agent until you have received the letter of transmittal.   28 23 Effect on the Company’s Stock Options and WarrantsConvertible Securities        The number of shares reserved for issuance under the company’s outstanding options will be reduced proportionately based on thereversesplit ratio selected by the board. In addition, the number of shares issuable upon the exercise of options outstanding under any of those derivative securities will be decreased and the exercise price for such options will be increased based on thereversesplit ratio selected by the board and according to the requirements of the Code. In connection with thereversesplit, the number of shares of common stock issuable upon exercise or conversion of outstanding stock options will be rounded up to the nearest whole share. The number of shares of common stock issuable upon the exercise of the company’sCompany’s outstanding warrants or on conversion of outstanding convertible securities will be proportionately decreased and the exercise price for such warrants or conversion price for convertible securities will be proportionately increased, in each case based on thereversesplitthe Reverse Split ratio selected by the board. No Fractional Shares   No scrip or fractional share certificates will be issued in connection with the reverse stock split. Shareholders who otherwise would be entitled to receive fractional shares because they hold a number of shares of our common stock not evenly divisible by the Reverse Split ratio will be entitled, upon surrender of certificate(s) representing such shares, to receive an additional whole share. Authorized Shares   The reverse stock split would not change the number of authorized shares of our common stock designated in our Articles. The Share Increase covered by this Proxy Statement and reflected in the Amended Articles does effect such a change. Therefore, because the number of issued and outstanding shares of our common stock would decrease, the number of shares available for issuance under our authorized pool of common stock would increase from approximately 44,612,093 million shares to 48,194,698 million shares, assuming a hypothetical one-for-three reverse split. increase.   These additional shares would be available for issuance from time to time for corporate purposes such as raising additional capital, making strategic acquisitions, entering into collaborative and licensing arrangements and employee recruitment and retention. We believe that the availability of the additional common shares will provide us with the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond to a changing corporate environment. Our future revenue may be insufficient to support the expenses of our operations and the planned expansion of our business. We therefore may need additional equity capital to finance our operations. We may seek to obtain such equity capital through the issuance of common stock or securities convertible into common stock. We have no present plan, commitment, arrangement, understanding or agreeme ntagreement regarding issuance of these additional shares of common stock. The issuance of a substantial number of additional common shares may result in dilution of your ownership interest in the company.Company. Potential Anti-Takeover Effect The proposed reverse stock splitReverse Split is not part of any plan to adopt a series of amendments having an anti-takeover effect, and the company’sCompany’s management presently does not intend to propose anti-takeover measures in future proxy solicitations. Subject to the limitations of UtahDelaware law, it could be possible to use the additional shares of common stock that would become available for issuance if the reverse stock splitReverse Split is approved to oppose a hostile takeover attempt or delay or prevent changes of control of the companyCompany or changes in or removal of our management, including transactions that are favored by a majority of the independent shareholders or in which the shareholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner. For example, our board of directors could, without further shareholder approval, strategically sellsharessell shares of our common stock in a private transaction to purchasers who would oppose a takeover or favor our current board of directors. The reverse stock splitReverse Split is not being proposed in response to any effort, nor are we aware of any effort, to accumulate shares of our common stock or obtain control of the company.Company. 24 Our Articles and restated bylaws contain certain provisions that could make it more difficult for a third party to acquire a controlling interest without the consent of our board. These provisions may delay or prevent a change of control, even if the change of control would benefit the shareholders. In addition, the authority granted to the board by our Articles to issue shares of preferred stock and fix the designations, powers, preferences, rights, qualifications, limitations and restrictions of the shares of any series so established could be used to delay or prevent a change of control. None of these provisions would be affected by the reverse stock split.Reverse Split. 29 Other Effects on Outstanding Shares   If a reverse stock splitthe Reverse Split is implemented, the rights and preferences of the outstanding shares of our common stock would remain the same after the reverse stock split.Reverse Split. Each share of common stock issued pursuant to the reverse stock split would be fully paid and nonassessable. In addition, the reverse stock splitReverse Split would result in some shareholders owning “odd-lots” of fewer than 100 shares of our common stock. The Company reserves the right to repurchase odd-lots at the then prevailing market price. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots” of even multiples of 100 shares. Accounting Effects of the Reverse Stock Split   Following the effective time of the reverse stock split,Reverse Split, the par value of our common stock will remain at $.05 per share. The number of outstanding shares of common stock will be reduced by a factor of up to 80%91.67%, not taking into account additional shares that may be issued as a result of rounding up to the nearest whole share any fractional shares that otherwise would result from the reverse stock split.Reverse Split. Accordingly, the aggregate par value of the issued and outstanding shares of our common stock, and therefore the stated capital associated with our common stock, will be reduced, and the additional paid-in capital (capital paid in excess of the par value) will be increased in a corresponding amount for statutory and accounting purposes. If the reverse stock splitReverse Split is effected, all share and per share information in our financial statements will be restated to reflect the reverse stock splitReverse Split for all p eriodsperiods presented in our future filings, after the effective time of the amendment, with the SEC, as applicable. Shareholders’ equity will remain unchanged.   25 Public Trading – New Ticker Symbol   If our shareholders approve the reverse splitReverse Split and our board of directors subsequently elects to implement a reverse split,Reverse Split, it is likely that the reverse splitReverse Split will be implemented at a point in time when the Company’s shares of common stock are still trading on the Over-The-Counter Market and quoted on the OTC Electronic Bulletin BoardMarket, Inc.’s OTC.QB or on the pink sheets.OTC.Pink. As a result, in order to implement a reverse split,Reverse Split, our board of directors will be required to notify the NASDFINRA of the reverse split,Reverse Split, the desired reverse splitReverse Split ratio, and other information that the NASDFINRA will require in order to approve and implement the split. In addition, the Company will notify the NASDFINRA of the effective date of the reverse split,Reverse Split, which will be deemed a “dividend distribution date” notwithstanding the fact that there will, in fact, be no distribution to our shareholders. Once the NASDFINRA has approved the reverse split,Reverse Split, it wi llmay, but is not required to assign to the Company’s post reverse splitReverse Split common stock a new trading ticker symbol. WeIf FINRA elects to assign a new ticker symbol, we have no way to request any particular ticker symbol and no way to influence the NASD’sFINRA’s selection of a new ticker symbol for our post reverse splitReverse Split shares. Once the effective date has been established and the new ticker symbol assigned, we will publish a press release informing our shareholders and other members of the investment community of the effective date of the reverse splitReverse Split and the Company’s new post-split ticker symbol. On the effective date of the reverse split,Reverse Split, our shares will begin trading under the new ticker symbol and the trading price, number of shares, market capitalization and other share and per share information pertaining to the Company’s shares of common stock will reflect the post reverse splitReverse Split ratios. No Appraisal Rights   Stockholders do not have appraisal rights under Utah Revised Business Corporation Actlaw or under the company’sCompany’s Certificate of Incorporation (as amended) in connection with a reverse stock split.the Reverse Split.   Reservation of Right to Abandon Reverse Stock Split   The companyCompany reserves the right to abandon a reverse stock splitthe Reverse Split without further action by the stockholders at any time before the effectiveness of the reverse split, even if the authority to effect a reverse stock split has been approved by the stockholders at the Annual Meeting. By voting in favor of a reverse stock split, you are expressly also authorizing the board to determine not to proceed with, and abandon, a reverse stock split if it should so decide.Reverse Split.   30 Circular 230 Tax Disclosures   Certain federal income tax consequences of the proposed transactions described herein are discussed below in the Sections entitled “Certain Federal Income Tax Consequences of the Reverse Stock Split”. These discussions are based upon the Internal Revenue Code, applicable Treasury Regulations, judicial authority and administrative rulings and practice, all as of the date hereof. The company has not and will not request a ruling from the Internal Revenue Service, nor an opinion of counsel, regarding these tax issues. Further, these discussions todo not address all federal income tax consequences that may be relevant to a particular holder of shares of common stock or options or warrants to acquire common stock, or any foreign, state or local tax considerations.   The following disclosures are intended to comply with applicable Treasury Regulations. The discussions of certain federal income tax consequences referenced above and set forth below are not intended or written to be used, and cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer. These discussions of certain federal income tax consequences are not written to support the promotion or marketing of the transactions described herein. Accordingly, holders of common stock and warrants and options to acquire common stock are strongly urged to seek advice based on each holder’s own particular circumstances from an independent tax advisor.   26 Certain Federal Income Tax Consequences of a Reverse Stock Split   The following is a summary of the material U.S. federal income tax consequences of a reverse stock split. This discussion is based on the Internal Revenue Code, the Treasury Regulations promulgated thereunder, published statements by the Internal Revenue Service and other applicable authorities onin effect as of the date of this ProxyInformation Statement, all of which are subject to change, possibly with retroactive effect. This discussion does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. Further, it does not address any state, local or foreign income or other tax consequences. This summary also assumes that the shares of common stock held immediately prior to the effective time of the reverse stock splitReverse Split were, and the new shares received will be, held as a “capital asset,” as defined in the Internal Revenue Code (generally, property held for investment).   The companyCompany believes that the material U.S. federal income tax consequences of a reverse stock split would be as follows:   The company will not recognize any gain or loss as a result of the reverse stock split. Stockholders will not recognize any gain or loss as a result of the reverse stock split. The aggregate adjusted basis of the shares of each class of the common stock held following the reverse stock split will be equal to the stockholder’s aggregate adjusted basis immediately prior to the reverse stock split. A stockholder’s holding period for the common stock the stockholder continues to hold after the reverse stock split will include the holding period for the common stock held immediately prior to the reverse stock split. ● The Company will not recognize any gain or loss as a result of the Reverse Split. ● Stockholders will not recognize any gain or loss as a result of the Reverse Split. ● The aggregate adjusted basis of the shares of each class of the common stock held following the Reverse Split will be equal to the stockholder’s aggregate adjusted basis immediately prior to the Reverse Split. ● A stockholder’s holding period for the common stock the stockholder continues to hold after the Reverse Split will include the holding period for the common stock held immediately prior to the Reverse Split.   The company’s beliefs regarding the tax consequences of the reverse stock splitReverse Split is not binding on the Internal Revenue Service or the courts. Accordingly, the companyCompany urges stockholders to consult with their personal tax advisors with respect to all of the potential tax consequences of the reverseReverse Split. Approval of the Board of Directors and Shareholders The Board of Directors of the Company, after careful consideration, has approved the Reverse Split and recommended that the Company’s Shareholders vote for its adoption. Reverse Split. 31 APPROVAL AND ADOPTION OF 2021 EQUITY INCENTIVE PLAN Our board of directors has determined that, in order to be able to provide incentive to the management of prospective acquisition or merger targets, it is in the best interests of our shareholders that the Company adopt the 2021 Equity Incentive Plan to authorize the grant of options, restricted stock split.      The following discussion addresses the material federal income tax consequences of thereversesplit that are applicableawards, tandem rights and other rights to holders ofacquire shares of the company’sour common stock.   Required Vote for theReverseSplitIn order to attract and hire key technical personnel and management as our Company grows, it will be necessary to offer option packages in order that we can compete effectively with other companies seeking the support of these highly qualified individuals.   As a result, our board of directors has recommended that we authorize the Company to grant rights to acquire up to a maximum of 3,000,000 shares of common stock under the Plan. Our executive officers and directors are eligible to received option grants and common stock awards under the Plan. No determination or commitment has been made with respect to the possible participation of our executive officers and directors in future grants under the Plan. Votes Required Approval and adoption of the increase in the number of shares of common stock issuable under our equity incentive plan requires that the votes cast in favor of the proposal exceed the votes cast against the proposal. Approval of the reverseBoard of Directors and Shareholders The Board of Directors of the Company, after careful consideration, has approved the Company’s 2021 Equity Incentive Plan and has recommended that the Company’s Shareholders vote for its adoption. 2021 EQUITY INCENTIVE PLAN The Company’s 2021 Equity Incentive Plan was adopted by the Board of Directors and shareholders. In order to be authorized to grant incentive stock split requiresoptions that qualify under Section 422 of the affirmative voteInternal Revenue Code of 1986, as amended, it is necessary that such a majorityplan receive and obtain shareholder approval. The essential features of the 2021 Plan are outlined below: The 2021 Plan provides for the grant of (1) both incentive and nonstatutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation rights (collectively, “Stock Awards”). Incentive stock options granted under the 2021 Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code. Nonstatutory stock options granted under the 2021 Plan are intended not to qualify as incentive stock options under the Code. See “Federal Income Tax Information” for a discussion of the tax treatment of Stock Awards. The 2021 Plan was adopted by the Board of Directors on March 4, 2021. The 2021 Plan provides a means by which selected officers and employees of and consultants to the Company and its affiliates could be given an opportunity to purchase stock in the Company, to assist in retaining the services of employees holding key positions, to secure and retain the services of persons capable of filling such positions and to provide incentives for such persons to exert maximum efforts for the success of the Company. The 2021 Plan is administered by the Board of Directors of the Company. The Board has the power to construe and interpret the 2021 Plan and, subject to the provisions of the 2021 Plan, to determine the persons to whom and the dates on which Stock Awards will be granted; whether a Stock Award will be an incentive stock option, a nonstatutory stock option, a stock bonus, a right to purchase restricted stock, a stock appreciation right or a combination of the foregoing; the provisions of each Stock Award granted (which need not be identical), including the time or times when a person shall be permitted to receive stock pursuant to a Stock Award; whether a person shall be permitted to receive stock upon exercise of an independent stock appreciation right; and the number of shares with respect to which a Stock Award shall be granted to each such person. The Board of Directors is authorized to delegate administration of the 2021 Plan to a committee composed of not fewer than two members of the Board. The Board has delegated administration of the 2021 Plan to the Compensation Committee of the Board. As used herein with respect to the 2021 Plan, the “Board” refers to the Compensation Committee as well as to the Board of Directors itself. 32 Incentive stock options and stock appreciation rights related to incentive stock options may be granted under the 2021 Plan only to selected employees (including officers and directors who are employees) of the Company and its affiliates. Selected employees, non-employee directors and consultants are eligible to receive Stock Awards other than incentive stock options and such stock appreciation rights under the 2021 Plan. Non-employee directors are eligible only for nonstatutory stock options. No incentive stock option may be granted under the 2021 Plan to any person who, at the time of the grant, owns (or is deemed to own) stock possessing more than 10% of the total combined voting power of the Company or any affiliate of the Company, unless the incentive stock option exercise price is at least 110%of the fair market value of the stock subject to the incentive stock option on the date of grant, and the term of the option does not exceed five years from the date of grant. For incentive stock options granted under the 2021 Plan, the aggregate fair market value, determined at the time of grant, of the shares of common stock present and voting onCommon Stock with respect to which such options are exercisable for the proposal.  Abstentions on the reverse stock split proposal has the effect of a negative vote on that proposal, but broker non-votes are not counted for purposesfirst time by an optionee during any calendar year (under all such plans of the proposal.Company and its affiliates) may not exceed $100,000. Non-employee directors are eligible only for nonstatutory stock options.   Board of Directors Recommendation OUR BOARD OF DIRECTORS HAS CONCLUDED THAT THE PROPOSED REVERSE STOCK SPLIT IS IN THE BEST INTEREST OF THE COMPANY'S SHAREHOLDERS ANDIf any Stock Award granted under the 2021 Plan expires or otherwise terminates without being exercised, the Common Stock not purchased pursuant to such Stock Awards again becomes available for issuance under the 2021 Plan.  UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS APPROVE THIS  PROPOSAL AT THE MEETING. 27 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information with respectis a description of the permissible terms of options under the 2021 Plan. Individual option grants may be more restrictive as to beneficial ownershipany or all of our common stock by:the permissible terms described below. * each person who beneficially owns more than 5% of the common stock; * each of our executive officers named in the Management section; * each of our Directors; and * all executive officers and Directors as a group.   Exercise Price; Payment The table showsexercise price of incentive stock options under the number2021 Plan may not be less than the fair market value of shares owned as of November 1, 2006 and the percentage of outstanding common stock owned as of November 1, 2006.  Each person has sole voting and investment power with respectCommon Stock subject to the shares shown, except as noted. Title Name & Address Shares Beneficially Owned Of Class of Beneficial Owner(1) Number Percent(2) Common Stock Clifford L. Neuman 1507 Pine Street Boulder, Colorado 80302 522,500(3) 9.9%           Pete Bloomquist 90,897(4) 1.8%           Todd Huss 29,547(5) 0.6%           All Officers and Directors as a Group (3 Persons) 642,944    12.0% (1)Unless otherwise stated, the beneficial owner's address is 5455 Spine Road, Suite “C”, Boulder, CO  80301. (2)Shares not outstanding but beneficially owned by virtue of the individuals’ right to acquire them as ofoption on the date of this Proxy Statementthe option grant, and in some cases (see “Eligibility” above), may not be less than 110% of such fair market value. The exercise price of nonstatutory options under the 2021 Plan may not be less than 85% of the fair market value of the Common Stock subject to the option on the date of the option grant. However, if options were granted with exercise prices below fair market value, deductions for compensation attributable to the exercise of such options could be limited by Section 162(m). See “Federal Income Tax Information.” At April 1, 2021, the closing price of the Company’s Common Stock as reported on the OTC.Pink was $0.65 per share. In the event of a decline in the value of the Company’s Common Stock, The Board has the authority to offer employees the opportunity to replace outstanding higher priced options, whether incentive or nonstatutory, with new lower priced options. To date, the Board has not exercised such authority. To the extent required by Section 162(m), an option repriced under the 2021 Plan is deemed to be canceled and a new option granted. Both the options deemed to be canceled and the new options deemed to be granted will be counted against the2021 Plan share limitation. The exercise price of options granted under the 2021 Plan must be paid either: (a) in cash at the time the option is exercised; or (b) at the discretion of the Board, (i) by delivery of other Common Stock of the Company, (ii) pursuant to a deferred payment arrangement or (c) in any other form of legal consideration acceptable to the Board. Option Exercise Options granted under the 2021 Plan may become exercisable (“vest”) in cumulative increments as determined by the Board. Shares covered by options granted in the future under the 2021 Plan may be subject to different vesting terms. The Board has the power to accelerate the time during which an option may be exercised. In addition, options granted under the 2021 Plan may permit exercise prior to vesting, but in such event the optionee may be required to enter into an early exercise stock purchase agreement that allows the Company to repurchase shares not yet vested at their exercise price should the optionee leave the employ of the Company before vesting. To the extent provided by the terms of an option, an optionee may satisfy any federal, state or local tax withholding obligation relating to the exercise of such option by a cash payment upon exercise, by authorizing the Company to withhold a portion of the stock otherwise issuable to the optionee, by delivering already-owned stock of the Company or by a combination of these means. 33 Term The maximum term of options under the 2021 Plan is 10 years. Options under the 2021 Plan terminate three months after termination of the optionee’s employment or relationship as a consultant or director of the Company or any affiliate of the Company, unless (a) such termination is due to such person’s permanent and total disability (as defined in the Code), in which case the option may, but need not, provide that it may be exercised at any time not exceeding twelve months following such termination; (b) the optionee dies while employed by or serving as a consultant or director of the Company or any affiliate of the Company, or within sixty daysthree months after termination of such date, are treated as outstanding when determiningrelationship, in which case the percentoption may be exercised (to the extent the option was exercisable at the time of the class ownedoptionee’s death) within twelve months of the optionee’s death by the person or persons to whom the rights to such individual.option pass by will or by the laws of descent and distribution; or (c) the option by its terms specifically provides otherwise. Individual options by their terms may provide for exercise within a longer period of time following termination of employment or the consulting relationship. The option term may also be extended in the event that exercise of the option within these periods is prohibited for specified reasons. (3)        Includes 185,000 shares of common stock owned individually; 100,000 shares of common stock owned of record by Ratna Enterprises, LLC, of which Mr. NeumanThe following is a Managerdescription of the permissible terms of stock bonuses and Member;restricted stock purchase agreements under the 2021 Plan. The terms and 100,000 sharesconditions of common stock ownedbonus or restricted stock purchase agreements may change from time to time, and the terms and conditions of recordseparate agreements need not be identical, but each stock bonus or restricted stock purchase agreement includes the substance of each of the following provisions as appropriate: Purchase Price The purchase price under each restricted stock purchase agreement is such amount as the Board may determine and designate in such agreement, but in no event may the purchase price be less than eighty-five percent (85%) of the stock’s fair market value on the date such award is made. Notwithstanding the foregoing, the Board may determine that eligible participants in the 2021 Plan may be awarded stock pursuant to a stock bonus agreement in consideration for past services actually rendered to the Company for its benefit. Consideration The purchase price of stock acquired pursuant to a stock purchase agreement must be paid either: (i) in cash at the time of purchase; (ii) at the discretion of the Board or the Committee, according to a deferred payment or other arrangement with the person to whom the stock is sold; or (iii) in any other form of legal consideration that may be acceptable to the Board in its discretion. Notwithstanding the foregoing, the Board may award stock pursuant to a stock bonus agreement in consideration for past services actually rendered to the Company or for its benefit. Vesting Shares of stock sold or awarded under the Plan may, but need not, be subject to a repurchase option in favor of the Company in accordance with a vesting schedule to be determined by Sovereign Capital, LLC,the Board. Termination of which Mr. Neuman isEmployment or Relationship as a Manager.  Mr. Neuman disclaims beneficial ownershipDirector or Consultant In the event a participant’s continuous status as an employee, director or consultant terminates, the Company may repurchase or otherwise re-acquire any or all of the shares of stock held of record by Sovereign Capital, LLC for purposes of Section 16 under the Exchange Act.  Also includes options exercisable to purchase an aggregate of 137,500 shares at prices ranging from $0.10 per share to $1.00 per share.  Does not include options exercisable to purchase an additional 12,500 shares of common stock at an exercise price of $1.00 per sharethat person which have not vested as of the date of this proxy statement.termination under the terms of the stock bonus or restricted stock purchase agreement between the Company and such person. (4)        Includes 1,917 34 Stock Appreciation Rights The three types of Stock Appreciation Rights that are authorized for issuance under the 2021 Plan are as follows: Tandem Stock Appreciation Rights. Tandem stock appreciation rights may be granted appurtenant to an option, and are generally subject to the same terms and conditions applicable to the particular option grant to which they pertain. Tandem stock appreciation rights require the holder to elect between the exercise of the underlying option for shares owned individually, 51,480of stock and the surrender, in whole or in part, of such option for an appreciation distribution. The appreciation distribution payable on the exercised tandem right is in cash (or, if so provided, in an equivalent number of shares owned of recordstock based on fair market value on the date of the option surrender) in an amount up to the excess of (i) the fair market value (on the date of the option surrender) of the number of shares of stock covered by that portion of the surrendered option in which the optionee is vested over (ii) the aggregate exercise price payable for such vested shares. Concurrent Stock Appreciation Rights. Concurrent stock appreciation rights may be granted appurtenant to an option and may apply to all or any portion of the shares of stock subject to the underlying option and are generally subject to the same terms and conditions applicable to the particular option grant to which they pertain. A concurrent right is exercised automatically at the same time the underlying option is exercised with respect to the particular shares of stock to which the concurrent right pertains. The appreciation distribution payable on an exercised concurrent right is in cash (or, if so provided, in an equivalent number of shares of stock based on fair market value on the date of the exercise of the concurrent right) in an amount equal to such portion as shall be determined by the Bloomquist Family Partnership,Board at the time of the grant of the excess of (i) the aggregate fair market value (on the date of the exercise of the concurrent right) of the vested shares of stock purchased under the underlying option which Mr. Bloomquisthave concurrent rights appurtenant to them over (ii) the aggregate exercise price paid for such shares. Independent Stock Appreciation Rights. Independent stock appreciation rights may be granted independently of any option and are generally subject to the same terms and conditions applicable to nonstatutory stock options. The appreciation distribution payable on an exercised independent right may not be greater than an amount equal to the excess of (i) the aggregate fair market value (on the date of the exercise of the independent right) of a number of shares of Company stock equal to the number of share equivalents in which the holder is vested under such independent right, and with respect to which the holder is exercising the independent right on such date, over (ii) the aggregate fair market value (on the date of the grant of the independent right) of such number of shares of Company stock. The appreciation distribution payable on the exercised independent right is in cash or, if so provided, in an equivalent number of shares of stock based on fair market value on the date of the exercise of the independent right. If there is any change in the stock subject to the 2021 Plan or subject to any Stock Award granted under the 2021 Plan (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or otherwise), the 2021 Plan and Stock Awards outstanding thereunder will be appropriately adjusted as to the class and the maximum number of shares subject to such plan, and the class, number of shares and price per share of stock subject to such outstanding options. The 2021 Plan provides that, in the event of a General Partnerdissolution or liquidation of the Company, specified type of merger or other corporate reorganization (a “Change-in-Control”), to the extent permitted by law, any surviving corporation will be required to either assume Stock Awards outstanding under the 2021 Plan or substitute similar options for those outstanding under such plan, or such outstanding options will continue in full force and 50% equity holder,effect. In the event that any surviving corporation declines to assume or continue Stock Awards outstanding under the 2021 Plan, or to substitute similar Stock Awards, then the time during which such Stock Awards may be exercised shall be accelerated and the Stock Awards terminated if not exercised during such time. Individual options exercisablemay contain more liberal vesting acceleration provisions. The acceleration of a Stock Award in the event of a Change-in-Control may be viewed as an anti-takeover provision, which may have the effect of discouraging a proposal to acquire or otherwise obtain control of the Company. The Board may suspend or terminate the 2021 Plan without stockholder approval or ratification at any time or from time to time. Unless sooner terminated, the 2021 Plan will terminate on March 4, 2031. The Board may also amend the 2021 Plan at any time or from time to time. However, no amendment will be effective unless approved by the stockholders of the Company within twelve months before or after its adoption by the Board if the amendment would: (a) modify the requirements as to eligibility for participation (to the extent such modification requires stockholder approval in order for the Plan to satisfy Section 422 of the Code, if applicable, or Rule16b-3 (“Rule 16b-3”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); (b) increase the number of shares reserved for issuance upon exercise of options; or (c) change any other provision of the Plan in any other way if such modification requires stockholder approval in order to comply with Rule 16b-3 or satisfy the requirements of Section 422 of the Code. The Board may submit any other amendment to the 2021 Plan for stockholder approval, including, but not limited to, amendments intended to satisfy the requirements of Section162(m) of the Code regarding the exclusion of performance-based compensation from the limitation on the deductibility of compensation paid to certain employees. 35 Under the 2021 Plan, an incentive stock option may not be transferred by the optionee otherwise than by will or by the laws of descent and distribution and during the lifetime of the optionee, may be exercised only by the optionee. A nonstatutory stock option may not be transferred except by will or by the laws of descent and distribution unless otherwise specified in the option agreement, in which case the nonstatutory stock option may be transferred upon such terms and conditions as set forth in the option, including pursuant to a domestic relations order. In any case, the optionee may designate in writing a third party who may exercise the option in the event of the optionee’s death. In addition, shares subject to repurchase by the Company under an early exercise stock purchase 25,000agreement may be subject to restrictions on transfer that the Board deems appropriate. Federal Income Tax Considerations. Incentive Stock Options. Incentive stock options under the 2021 Plan are intended to be eligible for the favorable federal income tax treatment accorded “incentive stock options” under the Code. There generally are no federal income tax consequences to the optionee or the. Company by reason of the grant or exercise of an incentive stock option. However, the exercise of an incentive stock option may increase the optionee’s alternative minimum tax liability, if any. If an optionee holds stock acquired through exercise of an incentive stock option for at least two years from the date on which the option is granted and at least one year from the date on which the shares are transferred to the optionee upon exercise of the option, any gain or loss on a disposition of such stock will be long-term capital gain or loss. Generally, if the optionee disposes of the stock before the expiration of either of these holding periods (a “disqualifying disposition”), at the time of disposition, the optionee will realize taxable ordinary income equal to the lesser of (a) the excess of the stock’s fair market value on the date of exercise over the exercise price, or (b) the optionee’s actual gain, if any, on the purchase and sale. The optionee’s additional gain, or any loss, upon the disqualifying disposition will be a capital gain or loss, which will be long-term or short-term depending on how long the stock was held. Long-term capital gains currently are generally subject to lower tax rates than short-term capital gains (which are taxed at the ordinary income rate). The maximum long-term capital gains rate for federal income tax purposes is currently 20% while the maximum ordinary income rate is effectively 39.6% at the present time. Slightly different rules may apply to optionees who acquire stock subject to certain repurchase options or who are subject to Section 16(b) of the Exchange Act. To the extent the optionee recognizes ordinary income by reason of a disqualifying disposition, the Company will generally be entitled (subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of a tax reporting obligation) to a corresponding business expense deduction in the tax year in which the disqualifying disposition occurs. Nonstatutory Stock Options. Nonstatutory stock options granted under the 2021 Plan generally have the following federal income tax consequences: There are no tax consequences to the optionee or the Company by reason of the grant of a nonstatutory stock option. Upon exercise of a nonstatutory stock option, the optionee normally will recognize taxable ordinary income equal to the excess of the stock’s fair market value on the date of exercise over the option exercise price. Generally, with respect to employees, the Company is required to withhold from regular wages or supplemental wage payments an amount based on the ordinary income recognized. Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of a tax reporting obligation, the Company will generally be entitled to a business expense deduction equal to the taxable ordinary income realized by the optionee. Upon disposition of the stock, the optionee will recognize a capital gain or loss equal to the difference between the selling price and the sum of the amount paid for such stock plus any amount recognized as ordinary income upon exercise of the option. Such gain or loss will be long or short-term depending on how long the stock was held. Slightly different rules may apply to optionees who acquire stock subject to certain repurchase options or who are subject to Section 16(b) of the Exchange Act. 36 Restricted Stock and Stock Bonuses. Restricted stock and stock bonuses granted under the 2021 Plan generally have the following federal income tax consequences: Upon acquisition of stock under a restricted stock or stock bonus award, the recipient normally will recognize taxable ordinary income equal to the excess of the stock’s fair market value over the purchase price, if any. However, to the extent the stock is subject to certain types of vesting restrictions, the taxable event will be delayed until the vesting restrictions lapse unless the recipient elects to be taxed on receipt of the stock. Generally, with respect to employees, the Company is required to withhold from regular wages or supplemental wage payments an amount based on the ordinary income recognized. Subject to the requirement of reasonableness, Section 162(m) of the Code and the satisfaction of a tax reporting obligation, the Company will generally be entitled to a business expense deduction equal to the taxable ordinary income realized by the recipient. Upon disposition of the stock, the recipient will recognize a capital gain or loss equal to the difference between the selling price and the sum of the amount paid for such stock, if any, plus any amount recognized as ordinary income upon acquisition (or vesting) of the stock. Such gain or loss will be long or short-term depending on how long the stock was held from the date ordinary income is measured. Slightly different rules may apply to persons who acquire stock subject to forfeiture. Stock Appreciation Rights. No taxable income is realized upon the receipt of a stock appreciation right, but upon exercise of the stock appreciation right, the fair market value of the shares (or cash in lieu of shares) received must be treated as compensation taxable as ordinary income to the recipient in the year of such exercise. Generally, with respect to employees, the Company is required to withhold from the payment made on exercise of the stock appreciation right or from regular wages or supplemental wage payments an amount based on the ordinary income recognized. Subject to the requirement of reasonableness, Section 162(m) of the Code and the satisfaction of a reporting obligation, the Company will be entitled to a business expense deduction equal to the taxable ordinary income recognized by the recipient. Potential Limitation on Company Deductions. As part of the Omnibus Budget Reconciliation Act of 1993, the U.S. Congress amended the Code to add Section 162(m), which denies a deduction to any publicly held corporation for compensation paid to certain employees in a taxable year to the extent that compensation exceeds $1 million for a covered employee. It is possible that compensation attributable to awards under the 2021 Plan, when combined with all other types of compensation received by a covered employee from the Company, may cause this limitation to be exceeded in any particular year. Certain kinds of compensation, including qualified “performance-based compensation,” are disregarded for purposes of the deduction limitation. In accordance with Treasury regulations issued under Section 162(m), compensation attributable to stock options will qualify as performance-based compensation, provided that: (i) the stock award plan contains a per-employee limitation on the number of shares for which stock options and stock appreciation rights maybe granted during a specified period; (ii) the per-employee limitation is approved by the stockholders; (iii) the award is granted by a compensation committee comprised solely of “outside directors”; and (iv) the exercise price of $1.00 per share.  Does not include options exercisable to purchase an additional 25,000 shares at an exercise price of $1.00 per share which have not yet vested. (5)        Includes 3,297 shares of common stock owned individually, and options exercisable to purchase 17,500 shares of common stock at an exercise price of $1.00 per share.  Does not include options 28 exercisable to purchase an additional 17,500 shares of common stock at an exercise price of $1.00 per share which have not yet vested. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Throughout its history, the Company has experienced shortages in working capital and has relied, from time to time, upon loans from affiliates to meet immediate cash demands.  There can be no assurance that these affiliates or other related parties will continue to provide funds to the Company in the future, as thereaward is no legal obligation to provide such loans.        In August 2004, three affiliatesless than the fair market value of the Company converted an aggregate of $60,000 in accrued and unpaid fees into shares of the Company's common stock at a conversion price of $.20 per share.  Frank L. Jennings, the Company's CEO and CFO, converted $20,000 in accrued and unpaid fees for financial and accounting services; Clifford L. Neuman converted $20,000 in accrued and unpaid legal fees and Gunpark Management, LLC converted $20,000 in accrued and unpaid administrative fees.  Frank L. Jennings is a 50% managing member of Gunpark Management, LLC.          In August 2004, Messrs. Jennings and Neuman were each granted non-qualified stock options exercisable to purchase 100,000 shares of common stock at an exercise price of $.10 per share.  These options were granted in consideration of their services as directors of the Company since the years 2001 and 1997, respectively.      In April 2006, Messrs. Neuman and Bloomquist were each granted non-qualified options exercisable to purchase 50,000 shares of common stock, and Mr. Huss was granted non-qualified options exercisable to purchase 35,000 shares common stock, all at an exercise price of $1.00 per share. The exercise price was at least 100% of the market price on the date of grant. The options were,Compensation attributable to restricted stock will qualify as performance-based compensation, provided that: (i) the award is granted by a compensation committee comprised solely of “outside directors”; and (ii) the purchase price of the award is no less than the fair market value of the stock on the date of grant. Stock bonuses qualify as performance-based compensation under the Treasury regulations only if: (i) the award is granted by a compensation committee comprised solely of “outside directors”; (ii) the award is granted (or exercisable) only upon the achievement of an objective performance goal established in writing by the compensation committee while the outcome is substantially uncertain; (iii) the compensation committee certifies in writing prior to each grant, 25% vestedthe granting (or exercisability) of the award that the performance goal has been satisfied; and (iv) prior to the granting (or exercisability) of the award, stockholders have approved the material terms of the award (including the class of employees eligible for such award, the business criteria on which the performance goal is based, and the maximum amount (or formula used to calculate the amount) payable upon grantattainment of the performance goal). STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING Any proposal which a stockholder intends to present for consideration and 25%action at the next annual meeting of stockholders must be received in writing by the Company no later than July 31, 2021, and must conform to vest on June 30, September 30applicable Securities and December 31, 2006.Exchange Commission rules and regulations. 37 OTHER MATTERS The Board of DirectorsCompany knows of no businessother matters to be brought before the Annual Meeting other than as set forth above.  If, however, anyMeeting. However, if other matters properly come to their attention before the Annual Meeting,meeting, it is the intention of the person'spersons named in the enclosed proxy form to vote such proxies on such mattersproxy in accordance with their best judgment.judgment on such matters. The Annual Report to Stockholders, covering the Company’s fiscal year ended December 31, 2020, including audited financial statements, is enclosed herewith. The Annual Report to Stockholders does not form any part of the material for solicitation of proxies. The Annual Report is the Company’s Form 10-K. Where You Can Find Additional Information We file annual, quarterly and current reports and other information with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. You may read and copy this information at the Public Reference Section at the Securities and Exchange Commission at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-(202) 942-8088. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information about issuers that file electronically with the SEC. The address of that site is http://www.sec.gov. Our public filings are also available to the public from commercial document retrieval services. 38 APPENDIX A SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SELECTIS HEALTH, INC. (formerly Global Healthcare REIT, Inc.) Pursuant to the Utah Business Corporation Act, (the “Act”) the undersigned being the President and Secretary of Selectis Health, Inc., formerly Global Healthcare REIT, Inc. (the “Company” or the “Corporation”) hereby affirm that the following Second Amended and Restated Articles of Incorporation correctly set forth the provisions of the Articles of Incorporation of the Company, as amended, as said Articles of Incorporation have been approved by the unanimous written consent of the Board of Directors pursuant to Section 16-10a-821 of the Act and a majority of the shareholders of the Company by majority written consent pursuant to Section 16-10a-704 of the Act, that the number of shares which executed the written consent for the Second Amended and Restated Articles of Incorporation was sufficient for such approval, and that the following Second Amended and Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto. ARTICLE I NAME The name of the Corporation is to be “Selectis Health, Inc”. ARTICLE II TERMS OF EXISTENCE The Corporation shall exist in perpetuity, from and after the date of filing these Articles of Incorporation with the Secretary of State of the State of Utah, unless sooner dissolved or disincorporated according to law. 39 ARTICLE III OBJECT, PURPOSES AND POWERS Section 1. General Objects and Purposes. To engage in any lawful activity as may from time to time be authorized by the Corporation’s Board of Directors, which is not prohibited by law or by these Articles of Incorporation. To undertake such other activities as the Board of Directors may deem reasonable or necessary in the furtherance of the general or specific purposes and powers of the Corporation. Section 2. General Powers. Further, the Corporation shall have and may exercise all the rights, powers and privileges now or hereafter conferred upon corporations organized under the laws of the State of Utah and in addition may do everything necessary, suitable, proper for, or incident to, the accomplishment of any of these corporate purposes. Section 3. Specific Purposes and Powers. Subject to any specific written limitations or restrictions imposed by the Utah Business Corporation Act or by other law, or by these Articles of Incorporation, and not in limitation of any of the statutory powers herein granted, the Corporation shall have the following purposes and exercise the following specific powers: a. To Deal in Real Property. To acquire, hold, own, improve, manage, operate, let as lessor, sell, convey or mortgage, or otherwise deal with, either alone or in conjunction with others, real estate of every right, title or interest, character and description whatsoever and wheresoever situated. b. To Deal in Personal Property, Generally. To acquire, hold, own, manage, operate, mortgage, pledge, hypothecate, exchange, sell, deal in and dispose of, either alone or in conjunction with others, personal property and commodities of every right, title or interest, character and description whatsoever and wheresoever situated. c. To Enter into Profit Sharing Arrangements and Partnerships. To enter into any lawful arrangement for sharing profits, union of interest, reciprocal association, or cooperative association with any corporation, association, partnership, individual, or other legal entity for the carrying on of any business, the purpose of which is similar to the Purposes set forth in Section 1 of this Article, and to enter into any general or limited partnership, the purpose of which is similar to such Purposes. d. To Execute Guarantees. To make any guaranty respecting stocks, dividends, securities, indebtedness, interest, contracts or other obligations created by any individual, partnership, association, corporation, or other entity, to the extent that such guaranty is made in pursuance to the Purposes set forth in Section 1 of this Article. e. To Borrow Funds. To borrow or raise monies for any of the Purposes of the Corporation set forth in Section 1 of this Article, and, from time to time, without limit as to amount, to execute, accept, endorse, and deliver as evidence of such borrowing, all kinds of securities, including, but without limiting the generality thereof, promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness; and to secure the payment and full performance of such securities by mortgage on, or pledge, conveyance or assignment in trust of, the whole, or any part of the assets of the Corporation. f. To Lend Funds. To lend money to individuals or other business entities and to charge interest for the same and to engage in the business, buying, loaning money upon, selling, transferring, assigning, discounting, borrowing money upon and pledging as collateral, and otherwise dealing as principal agent or broker in bills of lading, warehouse receipts, evidence of deposit and storage of personal property, bonds, stocks, promissory notes, commercial paper account, invoices, choses in action, interest in estates, contracts, mortgages on real or personal property, pledges of personal property and other evidence of indebtedness of persons, firms or corporations, and owning, holding or conveying such real estate as may be necessary in the operating of its business, and purchasing, acquiring and holding shares of stock in other corporations, domestic and foreign, and doing all things incidental thereto; to do a general brokerage business, to buy, sell and deal in all kinds of listed and unlisted stocks and bonds on commission; not for the purpose of carrying on the business of banking, insurance or the operation of railroads or the discounting of bills and notes, or the buying and selling of bills of exchange. 40 g. Shareholder Action Without Meeting. Any action required or permitted by the Utah Business Corporation Act to be taken at a shareholder’s meeting may be taken without a meeting if (1) all of the shareholders entitled to vote thereon consent to such action in writing; or (2) the shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted consent to such action in writing. If action is taken by the shareholders without a meeting with less than unanimous consent of all shareholders entitled to vote upon such action, the corporation or the shareholders taking the action shall, upon receipt by the corporation of all writings necessary to effect the action, give notice of the action to all shareholders who were entitled to vote upon the action but who have not consented to the action in the manner provided for herein. The notice shall contain or be accompanied by the same material, if any, that would have been required under the Utah Business Corporation Act to be given to shareholders in or with a notice of the meeting at which the action would have been submitted to the shareholders. Section 4. All the foregoing listed powers and/or purposes of the Corporation are both purposes and powers of the Corporation and shall be construed as such. ARTICLE IV CAPITAL STOCK Section 1. The total number of shares of capital stock which the Corporation shall have authority to issue is One Billion Five Hundred Million (1,500,000,000) shares, of which Eight Hundred Million (800,000,000) shares shall be designated Class A Voting common stock, having a par value of $.05 each; Two Hundred Million (200,000,000) shares shall be designated Class B Non-Voting common stock, having a par value of $.05 each and Five Hundred Million (500,000,000) shall be designed as preferred stock, having a par value $.01 each. All or any part of the Class A Voting Common Stock, and Class B Non-Voting Common Stock may be issued by the Corporation from time to time and for such consideration and on such terms as may be determined and fixed by the Board of Directors, without action of the stockholders, as provided by law, unless the Board of Directors deems it advisable to obtain the advice of the stockholders. Said stock may be issued for money, property, services or other lawful consideration, and when issued shall be issued as fully paid and non-assessable. The private property of stockholders shall not be liable for Corporation debts. Section 2. Rights of Class A Common Stock and Class B Common Stock. (a) Equal Status. Except as otherwise provided in these Articles of Incorporation or required by applicable law, shares of Class A Common Stock and Class B Common Stock shall have the same rights and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution or winding up of the corporation), share ratably and be identical in all respects and as to all matters. (b) Dividend and Distribution Rights. Shares of Class A Common Stock and Class B Common Stock shall be treated equally, identically and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid from time to time by the Board of Directors out of any assets of the corporation legally available therefor; provided, however, that in the event a dividend is paid in the form of shares of Class A Common Stock or Class B Common Stock (or rights to acquire such shares), then holders of Class A Common Stock shall receive shares of Class A Common Stock (or rights to acquire such shares, as the case may be) and holders of Class B Common Stock shall receive shares of Class B Common Stock (or rights to acquire such shares, as the case may be), with holders of shares of Class A Common Stock and Class B Common Stock receiving, on a per share basis, an identical number of shares of Class A Common Stock or Class B Common Stock, as applicable. Notwithstanding the foregoing, the Board of Directors may pay or make a disparate dividend or distribution per share of Class A Common Stock or Class B Common Stock (whether in the amount of such dividend or distribution payable per share, the form in which such dividend or distribution is payable, the timing of the payment, or otherwise) if such disparate dividend or distribution is approved in advance by the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time under this Articles of Incorporation) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class. 41 (c) Subdivisions, Combinations or Reclassifications. Shares of Class A Common Stock or Class B Common Stock may not be subdivided, combined or reclassified unless the shares of the other class are concurrently therewith proportionately subdivided, combined or reclassified in a manner that maintains the same proportionate equity ownership between the holders of the outstanding Class A Common Stock and Class B Common Stock on the record date for such subdivision, combination or reclassification; provided, however, that shares of one such class may be subdivided, combined or reclassified in a different or disproportionate manner if such subdivision, combination or reclassification is approved in advance by the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time under this Articles of Incorporation) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class. (d) Liquidation, Dissolution or Winding Up. Subject to the preferential or other rights of any holders of Preferred Stock then outstanding, upon the dissolution, liquidation or winding up of the corporation, whether voluntary or involuntary, holders of Class A Common Stock and Class B Common Stock will be entitled to receive ratably all assets of the corporation available for distribution to its stockholders unless disparate or different treatment of the shares of each such class with respect to distributions upon any such liquidation, dissolution or winding up is approved in advance by the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time under this Articles of Incorporation) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class. (e) Merger or Consolidation. In the case of any distribution or payment in respect of the shares of Class A Common Stock or Class B Common Stock upon the consolidation or merger of the Corporation with or into any other entity, or in the case of any other transaction having an effect on stockholders substantially similar to that resulting from a consolidation or merger, such distribution or payment shall be made ratably on a per share basis among the holders of the Class A Common Stock and Class B Common Stock as a single class; provided, however, that shares of one such class may receive different or disproportionate distributions or payments in connection with such merger, consolidation or other transaction if such merger, consolidation or other transaction is approved by the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time under this Articles of Incorporation) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class. (f) Reorganization. In the case of any reorganization, share exchange, consolidation, conversion or merger of the Corporation with or into another person in which shares of Class A Common Stock or Class B Common Stock are converted into (or entitled to receive with respect thereto) shares of stock and/or other securities or property (including cash), each holder of a share of Class A Common Stock and each holder of a share of Class B Common Stock shall be entitled to receive with respect to each such share the same kind and amount of shares of stock and other securities and property (including cash). If the holders of shares of Class A Common Stock or of shares of Class B Common Stock are granted rights to elect to receive one of two or more alternative forms of consideration, the foregoing provision shall be deemed satisfied if holders of shares of Class A Common Stock and holders of shares of Class B Common Stock are granted substantially identical election rights, as the case may be. (g). Voting Rights. At any meeting of the stockholders of the Corporation each holder of Class A Voting Common Stock shall be entitled to one vote for each share outstanding in the name of such holder on the books of the Corporation on the date fixed for determination of voting rights. Holders of Class B Non-Voting Common Stock shall have and exercise no right to vote on any matter presented the stockholders of the corporation for approval or any matter or action for which stockholder approval is required by the provisions of the Utah Business Corporation Act, or the Corporation’s Articles of Incorporation, as amended, or By-Laws, as amended. The holders of Class A Voting Common Stock, by vote or concurrence of a majority of the outstanding shares of Class A Voting Common Stock of the Corporation entitled to vote on the subject matter, may take any action which would otherwise require a two-thirds (2/3) vote under the Utah Business Corporation Act. (h). Cumulative Voting. Cumulative voting shall not be allowed in the election of directors or for any other purpose. (i). Pre-Emptive Rights. Unless otherwise determined by the Board of Directors, no stockholder of the Corporation shall have pre-emptive rights to subscribe for any additional shares of stock, or for other securities of any class, or for rights, warrants or options to purchase stock for the scrip, or for securities of any kind convertible into stock or carrying stock purchase warrants or privileges. 42 (j). Restrictions on Sale or Disposition. All lawful restrictions on the sale or other disposition of shares may be placed upon all or a portion or portions of the certificates evidencing the Corporation’s shares. Section 3. The preferred stock of the Corporation shall be issued in one or more series as may be determined from time to time by the Board of Directors. In establishing a series the Board of Directors shall give to it a distinctive designation so as to distinguish it from the shares of all other series and classes, shall fix the number of shares in such series, and the preferences, rights and restrictions thereof. All shares of any one series shall be alike in every particular. All series shall be alike except that there may be variation as to the following: (1) the rate of distribution, (2) the price at and the terms and conditions on which shares shall be redeemed, (3) the amount payable upon shares for distributions of any kind, (4) sinking fund provisions for the redemption of shares, and (5) the terms and conditions on which shares may be converted if the shares of any series are issued with the privilege of conversion, and (6) voting rights except as limited by law. ARTICLE V REGISTERED OFFICE AND AGENT The address of the registered agent of the Corporation will be CT Corporation at 136 E. South Temple Street # 2100, Salt Lake City UT 84111. The Corporation may conduct part or all of its business in the State of Utah, or the United States, or of the world, and it may hold, purchase, mortgage, lease and convey real and personal property in any of such places. ARTICLE VI DIRECTORS The business and affairs of this Corporation and the management thereof shall be vested in a Board of Directors consisting of not less than one (1) nor more than ten (10) members. Directors need not be stockholders of the Corporation. The number of directors may be increased or decreased from time to time, within the limits stated above, by action of the majority of the whole Board of Directors. (a) The Board of Directors, shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The initial division of the Board of Directors into classes shall be made by the decision of the affirmative vote of a majority of all directors. Class I directors shall initially serve until the first annual meeting of stockholders following the effectiveness of this Article VI; Class II directors shall initially serve until the second annual meeting of stockholders following the effectiveness of this Article VI; and Class III directors shall initially serve until the third annual meeting of stockholders following the effectiveness of this Article VI. Commencing with the first annual meeting of stockholders following the effectiveness of this Article VI, directors of each class the term of which shall then expire shall be elected to hold office for a three-year term and until the election and qualification of their respective successors in office. In case of any increase or decrease, from time to time, in the number of directors, the number of directors (other than Preferred Stock Directors) in each class shall be apportioned as nearly equal as possible, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. 43 (b) The name(s) of the person(s) who are to serve as director(s) of each Class of Directors as of the Effective Time are: Class of Directors Name Class I Director  Clifford L. Neuman Class II Director  Adam Desmond Class III Director Lance Baller Christopher R. Barker (c) There shall be no cumulative voting in the election of directors. Election of directors need not be by written ballot unless the By-laws of the Corporation so provide. (d) Vacancies on the Board resulting from death, resignation, removal or otherwise and newly created directorships resulting from any increase in the number of directors may be filled as set forth below: (i) If a Class I, Class II or Class III Director, the vacancy shall be filled solely by a majority of the remaining Directors then in office (although less than a quorum) or by the sole remaining Director, and each Director so elected shall be of the same Class as the Director who is deceased, resigns or removed and shall hold office for the remainder of the term of the Director who is replaced and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. (e) Removal of Directors. (i) Any Class I, II or III Director may be removed from office, with or without cause, by the affirmative vote of the holders of not less than a majority of the total voting power of all outstanding Class A Common Stock of the Corporation. (f) Notwithstanding the foregoing, whenever the holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of the Preferred Stock set by the Board pursuant to ARTICLE 4 applicable thereto, and such directors so elected shall not be subject to the provisions of this ARTICLE 6 unless otherwise provided therein. ARTICLE VII RIGHTS OF DIRECTORS, OFFICERS AND MANAGEMENT TO CONTRACT WITH CORPORATION No contract or other transaction between the Corporation and any other corporation whether or not a majority of the shares of capital stock of such other corporation is owned by this Corporation, and no act of this Corporation shall be in any way affected or invalidated by the fact that any of the directors, officers or other members of the management of this Corporation are pecuniarily or otherwise interested in or are directors, officers or members of management of such other corporation. Any director, officer or other member of management of this Corporation individually, or any firm of which such director, officer or member of management may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of this Corporation, provided, however, that the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors of this Corporation or a majority thereof. Any director of this Corporation who is also a director, officer or member of management of such other corporation, or who is so interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this Corporation that shall authorize such contract or transaction, and may vote at any such meeting to authorize such contract or transaction, with like force and effect as if he were not such director, officer or member of management of such other corporation or not so interested. 44 ARTICLE VIII INDEMNIFICATION The Corporation may and shall indemnify each director, officer and any employee or agent of the Corporation, his heirs, executors and administrators, against any and all expenses or liability reasonably incurred by him in connection with any action, suit or proceeding to which he may be a party by reason of his being or having been a director, officer, employee or agent of the Corporation to the full extent required or permitted by the Utah Business Corporation Act. ARTICLE IX CORPORATE OPPORTUNITIES The officers, directors and other members of management of this Corporation shall be subject to the Doctrine of Corporate Opportunities only insofar as it applies to business opportunities in which this Corporation has expressed an interest as determined from time to time by the Corporation’s Board of Directors as evidenced by resolutions appearing in the Corporation’s Minutes. When such areas of interest are delineated, all such business opportunities within such areas or interests which come to the attention of the officers, directors and other members of management of this Corporation shall be disclosed promptly to this Corporation and made available to it. The Board of Directors may reject any business opportunity presented to it and therefore any officer, director or other member of management may avail himself of such opportunity. Until such time as this Corporation, through its Board of Directors, has designated an area of interest, the officers, directors and other members of management of this Corporation shall be free to engage in such areas of interest on their own and this Doctrine shall not limit the rights of any officer, director or other member of this Corporation to continue a business existing prior to the time that such area of interest is designated by this Corporation, other than an officer, director or member of management, from any duty which he may have to the Corporation. ARTICLE X PARTIAL LIQUIDATION The Board of Directors may, from time to time, distribute to the Corporation’s shareholders, in partial liquidation, out of stated capital or capital surplus of the Corporation, a portion of its assets, in cash or properties if (a) at the time the Corporation is solvent; (b) such distribution would not render the Corporation insolvent; (c) all cumulative dividends on all preferred or special classes of shares entitled to preferential dividends shall have been paid fully; (d) the distribution would not reduce the remaining net assets of the Corporation below the aggregate preferential amount payable in the amount of voluntary liquidation to the holders of shares having preferential rights to the assets of the Corporation in the event of liquidation; (e) the distribution is not made out of capital surplus arising from unrealized depreciation of assets of re-evaluation of surplus; (f) the distribution is identified as a distribution in partial liquidation and the amount per share is disclosed to the shareholders receiving the same concurrently with the distribution thereof. 45 ARTICLE XI DIRECTORS’ LIABILITY a. A director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the Utah Business Corporation Act as the same exists or may hereafter be amended. b. Any repeal or modification of the foregoing paragraph A by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. The name and mailing address of the individual who causes this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, are Clifford L. Neuman, 6800 N. 79th Street, Suite 200, Niwot, CO. 80503. The foregoing Second Amended and Restated Articles of Incorporation of Selectis Health, Inc., f/k/a Global Healthcare REIT, Inc. were duly adopted by the stockholders of the Corporation pursuant to Section 16-10a-704 of the Act and the Board of Directors of the Corporation pursuant to Section 16-10a-821 of the Act in the manner prescribed by the Utah Revised Business Corporations Act. The number of shares of the Corporation issued and outstanding at the time of the adoption of such Second Amended and Restated Articles of Incorporation was ________________ and the number entitled to vote thereon was ______________. The designation and number of outstanding shares of each class entitled to vote thereon as a class was as follows, to wit: Class: Common Voting Stock Number of Shares: _________________ Number of Shares Voting For The Amendment: _________________ The foregoing Amendments do not effect a change in the amount of stated capital. Dated this ___ day of ______, 2021 Selectis Health, Inc., f/k/a Global Healthcare REIT, Inc. By: C. Randy Barker, its President Clifford L. Neuman, Secretary 46 An Assumed Tradename of GLOBAL HEALTHCARE REIT, INC. Dear Fellow Selectis Health Stockholders, You are cordially invited to attend the Annual Meeting of Stockholders of Selectis Health, Inc., an assumed tradename of Global Healthcare REIT, Inc. (the “Company” or “Selectis”), which will be held virtually on May 24, 2021, at 11:00 am Mountain Time. In light of the continuing public health impact of the ongoing COVID-19 pandemic and to support the health and safety of the Company’s stockholders and attendees, the Annual Meeting will be held in a virtual meeting format via live webcast at www.virtualshareholdermeeting.com/GBCS2021, where you will be able to listen to the meeting live, submit questions and vote. You will need your control number included in your proxy card. There will be no in-person meeting. At the Annual Meeting, we will ask you to elect four members of our Board of Directors, provide your advisory approval of our executive compensation, approve the 2021 Selectis Health Equity Incentive Plan, approve our proposed Second Amended and Restated Articles of Incorporation, approve a Reverse Split, and ratify the appointment of Malone Bailey LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021. We will also discuss any other business matters properly brought before the meeting. The attached proxy statement explains our voting procedures, describes the business we will conduct, and provides information about the Company that you should consider when you vote your shares. We are mailing the Proxy Materials and 2020 Annual Report to our shareholders of record on April 8, 2021. You can also view the Proxy Materials and 2020 Annual Report on the Internet at www.proxyvote.com. Your vote is very important to us. Whether or not you expect to present at the meeting, please sign and return the enclosed proxy promptly.  Your vote is important.  If you wishplan to attend the meeting and wishAnnual Meeting virtually, we encourage you to vote in person,promptly. You may vote by mailing a completed proxy card, by phone or the Internet. Thank you may withdrawfor your proxy.continued support of Selectis Health, Inc.   GLOBAL CASINOS, INC. Sincerely,       LANCE BALLER Chief Executive Officer 47 An Assumed Tradename of GLOBAL HEALTHCARE REIT, INC. Notice of Virtual Annual Meeting of Stockholders NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders of Selectis Health, Inc., an assumed tradename of Global Healthcare REIT, Inc. (the “Company” or “Selectis”) will be held virtually on the internet due to precautions necessitated by the COVID-19 pandemic. You will not be permitted to attend the meeting in person. The following information is being provided as a summary, and is qualified in its entirety by the information contained in the Company’s Proxy Statement accompanying this Notice: Date: May 24, 2021 Time: 11:00 a.m., Mountain Time Webcast: www.virtualshareholdermeeting.com/GBCS2021 Record Date: You may vote if you were a stockholder of record at the close of business on April 8, 2021. Voting by Proxy: By:  To ensure that your vote is properly recorded, please vote as soon as possible, even if you plan to attend the annual meeting. Stockholders who own shares in their own name (a record owner) have three options for submitting their vote by proxy: (1) by Internet, (2) by phone or (3) by mail. You may also vote online during the annual meeting by clicking on the Cast Your Vote link at /s/ Pete Bloomquist                                         www.virtualshareholdermeeting.com/GBCS2021 When you access the virtual meeting webpage, have available your control number, which is included on your proxy card. For further details about voting, please refer to the section entitled “About the Annual Meeting” beginning on page 1 of the attached Proxy Statement. If you hold your shares in “street name,” you must follow the instructions of your bank, broker or other nominee in order to direct them how to vote the shares held in your account, or obtain a legal proxy to vote online at the meeting. You must provide your broker, bank or other nominee with instructions on how to vote your shares in order for your shares to be voted on certain non-routine matters presented at the annual meeting. If you do not instruct your broker, bank or other nominee on how to vote in the election of directors, the advisory approval of the compensation of our named executive officers, the approval of a Reverse Split of our outstanding shares of common stock and equity securities of up to one-for-twelve, the approval of the 2021 Selectis Health Equity Incentive Plan, or the approval of the Company’s proposed Amended and Restated Article of Incorporation, your shares will not be voted on these matters. For an explanation of how you can vote your “street name” shares at the meeting, see “How do I vote?” on page 4. Business At the Annual Meeting, stockholders will be asked to vote upon the following proposals: ● To approve the Company’s proposed Second Amended and Restated Articles of Incorporation;          Pete Bloomquist, Secretary ● To elect four directors as follows: Class I Directors: initial term expires in one year; nominee Clifford Neuman Class II Directors: initial term expires in two years: nominee Adam Desmond 48 29 Shareholder Proposals For The 2007 Annual Meeting  If any shareholder wishes Class III Directors: Initial term expires in three years: nominees Lance Baller and Christopher R. Barker. ● To approve, in an advisory vote, our executive compensation; ● To approve, in an advisory vote, the frequency of say on pay; ●  To approve a Reverse Split of up to one-for-twelve at the discretion of the Board; ● To approve the 2021 Selectis Health Equity Incentive Plan; ● To ratify the appointment of Malone Bailey LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and ● To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof. This notice and proxy statement are first being mailed to present a proposal for inclusion in the proxy materials to be mailed by the Company with respect to the 2007stockholders on or about April 20 ,2021. Our 2021 Proxy Statement and 2020 Annual Meeting of Shareholders, the proposal must be presented to the Company's management prior to June 30, 2007, along with proof of common stock ownership in the Company.  If, however, notwithstanding the foregoing deadline, a proposal is brought before the Meeting, then under the proxy rulesReport are available at http://www.proxyvote.com. By order of the Securities and Exchange Commission the proxies solicited by management with respect to the Annual Meeting will confer discretionary voting authority with respect to the stockholder's proposal on the person selected by management to vote the proxies.  If a stockholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the Commission's proxy rules.  In order to curtail controversy as t o the date on which a proposal was received by the Company, it is suggested that proponents submit their proposals by overnight courier to Global Casinos, Inc., 5455 Spine Road, Suite “C”, Boulder, CO  80301, Attn:  Board of Directors, Clifford L. Neuman President. Secretary Denver, Colorado 30April 8, 2021   49