Strainwise, Inc. – ‘PRER14A’ on 8/7/15

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Revised Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Prelim Proxy Amend #1 Merger With Stwc                25     65K 

Document Table of Contents

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SCHEDULE 14A

SCHEDULE 14A INFORMATION
            Proxy Statement Pursuant to Section 14(a) of the
 Securities Exchange Act of 1934

 (Amendment No. 1)

Filed by the Registrant    [X]                                                  

Filed by Party other than the Registrant    [  ]                                

Check the appropriate box:                                                      

[X]   Preliminary Proxy Statement                                               
[ ]   Confidential, for Use of the Commission Only (as permitted by Rule        
14a-6(e)(2))                                                        
[ ]   Definitive Proxy Statement                                                
[ ]   Definitive Additional Materials                                           
[ ]   Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12         

STRAINWISE, INC.
------------------------------------------- 
(Name of Registrant as Specified In Its Charter)

 William T. Hart - Attorney for Registrant
------------------------------------------- 
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):                              

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule        
14a-6(i)(3)                                                             

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

1) Title of each class of securities to which transaction applies:      

  ----------------------------------------------------------------

2) Aggregate number of securities to which transaction applies:         

  ----------------------------------------------------------------

    3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:                                                      

  ----------------------------------------------------------------

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STRAINWISE, INC.
1350 Independence St., Suite 300
Lakewood, CO 80215
(303) 736-2442

 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD _______________, 2015

To the Shareholders:                                                            

     Notice is  hereby  given  that a special  meeting  of the  shareholders  of
Strainwise,  Inc. (the "Company") will be held at 1350  Independence  St., Suite
300,  Lakewood,  CO  80215 on  _____________,  2015,  at  ______  a.m.,  for the
following purposes:                                                             

     (1) to  approve  a change  in  domicile  of the  corporation  from  Utah to
Colorado;                                                                       

  to transact such other business as may properly come before the meeting.

     The  Change in  domicile  will be  accomplished  by means of Plan of Merger
which is attached as Exhibit A to the Company's Proxy Statement.                

     _____________,   2015  is  the  record  date  for  the   determination   of
shareholders entitled to notice of and to vote at such meeting. Shareholders are
entitled to one vote for each share held. As of  ________________,  2015,  there
were ________________ outstanding shares of the Company's common stock.         

              STRAINWISE, INC.

                                ----------------------------------
                      Erin Phillips, President

_______________, 2015                                                           

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ATTACHED PROXY CARD,
 AND SIGN, DATE AND RETURN THE PROXY CARD.

 TO SAVE THE COST OF FURTHER SOLICITATION,
PLEASE VOTE PROMPTLY

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STRAINWISE, INC.
1350 Independence St., Suite 300
Lakewood, CO 80215
(303) 736-2442

 PROXY STATEMENT

     The accompanying  proxy is solicited by the Company's  directors for voting
at the special meeting of shareholders to be held on _______________,  2015, and
at any and all  adjournments  of such  meeting.  If the  proxy is  executed  and
returned,  it will be voted at the meeting in accordance with any  instructions,
and if no  specification  is made, the proxy will be voted for the proposals set
forth  in the  accompanying  notice  of the  special  meeting  of  shareholders.
Shareholders  who  execute  proxies  may revoke them at any time before they are
voted,  either by writing to the Company at the address shown above or in person
at the time of the  meeting.  Additionally,  any later dated proxy will revoke a
previous  proxy from the same  shareholder.  This proxy  statement was mailed to
shareholders of record on or about _____________, 2015.                         

     There is one class of capital stock  outstanding,  that being common stock.
Provided a quorum  consisting  of a majority  of the shares  entitled to vote is
present at the meeting,  the adoption of the proposal to come before the meeting
will be approved  if those  shares cast in favor of the  proposal  exceed  those
shares cast against the proposal.                                               

     Shares of the  Company's  common  stock  represented  by properly  executed
proxies  that  reflect  abstentions  or  "broker  non-votes"  will be counted as
present  for  purposes  of  determining  the  presence of a quorum at the annual
meeting.  "Broker  non-votes"  represent  shares  held  by  brokerage  firms  in
"street-name"  with  respect to which the broker has not  received  instructions
from the customer or otherwise  does not have  discretionary  voting  authority.
Abstentions and broker non-votes will not be counted as having voted against the
proposals to be considered at the meeting.                                      

PRINCIPAL SHAREHOLDERS                                                          

     The following table lists, as of ____________,  2015, the  shareholdings of
(i) each person owning  beneficially  5% or more of the  Company's  common stock
(ii) each  officer  and  director  of the  Company  and (iii) all  officers  and
directors as a group. Unless otherwise indicated, each owner has sole voting and
investment powers over his shares of common stock.                              

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Name                           Number of Shares        Percent of Class 
----                           ----------------        ---------------- 

Erin Phillips                      23,124,184               94.7%       

David Modica                           25,000                 Nil       
                            ----------               -----

All officers and directors                                              
as a group (three persons)       23,149,184               94.7%     

On June 29,  2015 Shawn  Phillips  resigned  as an officer  and  director of the
Company.                                                                        

PROPOSAL TO CHANGE THE DOMICILE OF THE COMPANAY FROM UTAH TO COLORADO.          

     The Board has approved and  recommends  to the  shareholders  a proposal to
change the Company's state of incorporation from Utah to Colorado.              

     The change in domicile (i.e., the  "Reincorporation")  will not involve any
change in the business, properties,  corporate headquarters or management of the
Company.  The officers and  directors  of the Company  immediately  prior to the
Reincorporation  will  serve  as the  officers  and  directors  of  the  Company
following  the  Reincorporation.  There  will be no  change  in the  operations,
assets,   liabilities  or  obligations  of  the  Company  as  a  result  of  the
Reincorporation.                                                                

     If the Reincorporation  proposal is approved,  the Reincorporation  will be
accomplished  by means of a Plan of Merger,  attached  as Exhibit A. The Plan of
Merger  provides  that the Company  will be merged into a newly  formed,  wholly
owned subsidiary,  named "STWC Holdings, Inc." and each outstanding share of the
Company's common stock will become one outstanding share of the Company's common
stock as incorporated in Colorado. The Plan of Merger will be effective upon the
filing  of  Articles  of  Merger  with the Utah  Division  of  Corporations  and
Commercial Code and the Colorado Secretary of State.                            

     If the  Reincorporation  proposal is approved,  it is anticipated  that the
Board  will  cause the  Reincorporation  to be  effected  as soon as  reasonably
practicable.  However, the Reincorporation may be delayed by the Board or may be
terminated  and  abandoned  by  action  of the  Board at any  time  prior to the
effective time of the  Reincorporation,  whether before or after the approval by
the  Company's  shareholders,  if the Board  determines  for any reason that the
consummation of the Reincorporation should be delayed or would be inadvisable or
not in the best interests of the Company and its  shareholders,  as the case may
be.                                                                             

     Upon effectiveness of the Reincorporation,  the Company will be governed by
the Articles of Incorporation,  as filed with the Colorado Secretary of State in
substantially  the form  attached as Exhibit B (the  "Colorado  Articles").  The

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Company's  current Articles of  Incorporation  (the "Utah Articles") will not be
applicable  to the Company  following  the  completion  of the  Reincorporation.
Following  the  Reincorporation,  the Company  will be governed by the  Colorado
Corporations and Associations Act ("CCAA"),  the Colorado  Business  Corporation
Act ("BCA") and Colorado Articles instead of the Utah Business  Corporations Act
("UBCA") and the Utah Articles.                                                 

     On June 2, 2015 the  Company  adopted  new  Bylaws,  which were filed as an
exhibit to the  Company's  8-K report  filed with the  Securities  and  Exchange
Commission  on June 11, 2015.  These Bylaws,  which are now in effect,  will not
change in any way after the Reincorporation.                                    

     Following the effectiveness of the  Reincorporation,  stockholders will not
be required to exchange  existing  stock  certificate(s)  of the Company for new
stock certificate (s), although stockholders will have an option of doing so. At
the same time, each  outstanding  option,  right or warrant to acquire shares of
common stock will continue to be an option, right or warrant to acquire an equal
number  of  shares  of  common  stock  under  the  same  terms  and  conditions.
SHAREHOLDERS  SHOULD NOT DESTROY ANY STOCK  CERTIFICATE(S) AND SHOULD NOT SUBMIT
ANY  CERTIFICATE(S)  TO THE  COMPANY'S  TRANSFER  AGENT UNLESS THEY DESIRE TO BE
ISSUED A CERTIFICATE EVIDENCING THE SHARES IN THE COLORADO CORPORATION.         

     After the Reincorporation,  the Company will continue to be a publicly-held
company.  The Company will continue to file periodic reports and other documents
with the U.S. Securities and Exchange  Commission ("SEC").  Shareholders who own
shares of common  stock that are freely  tradable  prior to the  Reincorporation
will  continue  to  have  freely  tradable  shares,  and  shareholders   holding
restricted  shares of common stock will continue to hold their shares subject to
the same restrictions on transfer to which their shares are presently subject.  

     Approval of the  Reincorporation  will constitute  approval of the Colorado
Articles.                                                                       

Principal Reasons for the Reincorporation in Colorado                           

     The Company's directors believe that  reincorporation in Colorado is on the
best interest of the Company for the following reasons:                         

     o    The Colorado  Secretary of State offers lower costs and  visibility of
filings than does the Utah Secretary of State;              

     o    All of the  Company's  operations  and assets are located in Colorado;
and                                                         

   o    All of the Company's officers and directors are located in Colorado.

     Accordingly, the shareholders of the Company are being requested to vote to
change the domicile of the Company from Utah to Colorado.                       

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     The  Board of  Directors  recommends  that the  shareholders  vote for this
proposal.                                                                       

Significant Differences Between the Corporation Laws of Utah and Colorado       

     Although the corporate  statutes of Utah and Colorado are similar,  certain
differences  exist.  Set forth below is a  discussion  summarizing  the material
differences  in the rights of the  shareholders  of the Company before and after
the  Reincorporation  is  effective as a result of the  differences  between the
UBCA,  the CCAA and the BCA. This  discussion  does not address each  difference
between the UBCA, the CCAA and the BCA, but focuses on some of those differences
which the Company believes are most relevant to the existing shareholders.      

Action by Shareholders Without a Meeting                                        

     Utah law permits  shareholder action by less than unanimous written consent
and provides that any action that could be taken at an annual or special meeting
of shareholders may be taken without a meeting, without prior notice and without
a vote,  if written  consents  are signed by the  holders of  outstanding  stock
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 shares  entitled to vote
thereon  were  present and voted.  Unlike  Colorado  law,  Utah law requires the
unanimous written consent of shareholders to elect directors.  Utah law provides
that,  in order to be effective,  (i) all written  consents must be delivered to
the corporation  within 60 days after the earliest dated consent is delivered to
the  corporation,  and (ii) written notice of the  shareholder  approval must be
given at least 10 days  before  the  consummation  of the action  authorized  by
shareholders to (a) all shareholders  entitled to vote who have not consented in
writing and (b) all  shareholders  not entitled to vote,  but who are  otherwise
entitled to notice under Utah law.                                              

     Alternatively,  a  corporation's  articles of  incorporation  or bylaws may
provide  that the written  notice of  shareholder  approval can be given only to
shareholders  who have not  consented in writing and who, if the action had been
taken at a meeting,  would have been  entitled  to notice of the  meeting and to
vote at the meeting.  If this election is made, the written notice must be given
within 10 days after the corporation  confirms  sufficient  written  shareholder
consents.                                                                       

     Colorado  law permits  shareholder  action by less than  unanimous  written
consent and provides that any action that could be taken at an annual or special
meeting of  shareholders  (including  the  election of  directors)  may be taken
without a meeting,  without prior notice and without a vote, if written consents
are signed by the holders of outstanding  stock 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 shares entitled to vote thereon were present and voted.    

Quorum                                                                          

     Utah law provides that, unless the corporation's  articles of incorporation
provide otherwise, the presence in person or by proxy of a majority of the votes
entitled to be cast on a matter constitutes a quorum for action on that matter. 

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     Colorado  law  provides  that,   unless  the   corporation's   articles  of
incorporation provide otherwise, one third of the votes entitled to be cast on a
matter constitutes a quorum for action on that matter. Unlike Utah law, Colorado
law provides that in no event shall a quorum  consist of less than  one-third of
the shares entitled to vote at a meeting.                                       

Removal of Directors                                                            

     Utah law provides that any director may be removed,  with or without cause,
by the holders of a majority of the outstanding common stock of the corporation,
but only at a meeting of  shareholders  pursuant to a notice of  meeting,  which
includes the removal of such director as an item of business.                   

     Colorado  law provides  that any  director may be removed,  with or without
cause,  by the vote of those  holders  exceeding  those  holders  opposed to the
director's removal but only at a meeting of shareholders pursuant to a notice of
meeting, which includes the removal of such director as an item of business.    

Authorized Number of Directors                                                  

  Utah law requires that a corporation must have at least three directors.

   Colorado law requires that a corporation must have at least one director.

Indemnification of Directors                                                    

     Utah law requires a corporation to indemnify a director who was successful,
on the merits or  otherwise,  in the defense of any claim,  issue or matter,  to
which he or she was a party  because of his or her  status as a director  of the
corporation,  against  reasonable  expenses  incurred  in  connection  with  the
proceeding  or claim  with  respect  to which he or she was  successful.  Unlike
Colorado law, Utah law allows a corporation's articles of incorporation to limit
indemnification.                                                                

     Colorado  law  requires a  corporation  to  indemnify  a  director  who was
successful,  on the merits or otherwise,  in the defense of any claim,  issue or
matter,  to  which  he or she  was a party  because  of his or her  status  as a
director of the corporation,  against reasonable expenses incurred in connection
with the proceeding or claim with respect to which he or she was successful.    

Elimination of Directors' Liability for Monetary Damages                        

     Utah law permits a corporation,  pursuant to its articles of incorporation,
or in certain  circumstances  its  bylaws,  to provide  for the  elimination  or
limitation of the liability of a director to the corporation or its shareholders
for  monetary  damages  for any action  taken or failure to take any action as a
director, except liability for (1) the amount of a financial benefit received by
a director to which he is not entitled; (2) an intentional infliction of harm on
the  corporation  or its  shareholders;  (3) unlawful  distributions;  or (4) an
intentional violation of criminal law.                                          

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     Colorado   law  permits  a   corporation   pursuant  to  its   articles  of
incorporation  to include a  provision  eliminating  or  limiting  the  personal
liability of  directors  to the  corporation  or its  shareholders  for monetary
damages  for breach of  fiduciary  duties as a director,  except such  provision
shall not limit  liability for any breach of the  director's  duty of loyalty to
the corporation or its shareholders,  or for acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing  violation of law, or for
payment of a dividend  or a stock  repurchase  or  redemption  in  violation  of
Colorado law or for any transaction  from which the director derived an improper
personal benefit.                                                               

Shareholder Rights Under Corporate Charters                                     

     The  rights  of  shareholders  under  the Utah  Articles  and the  Colorado
Articles are substantially the same. The Company's  shareholders do not have the
right to maintain their  proportionate  interest in the Company in the event the
Company  elects to sell  additional  shares of common  stock  (i.e.  "preemptive
rights")  or the right to vote their  shares for less than all  directors  (i.e.
"cumulative  voting") at any shareholders'  meeting at which directors are to be
elected.                                                                        

Federal Income Tax Consequences of the Reincorporation                          

     The discussion of U.S.  federal income tax  consequences set forth below is
for general information only and does not purport to be a complete discussion or
analysis of all  potential  tax  consequences  that may apply to a  shareholder.
Shareholders are urged to consult their tax advisors to determine the particular
tax consequences of the Reincorporation,  including the applicability and effect
of federal, state, local, foreign and other tax laws.                           

     The  Reincorporation  is  intended  to be a tax-free  reorganization  under
Section  368(a) of the Internal  Revenue Code of 1986,  as amended (the "Code").
Assuming the Reincorporation qualifies as a reorganization, no gain or loss will
be recognized to the holders of our capital stock as a result of consummation of
the Reincorporation, and no gain or loss will be recognized by us. You will have
the same basis in the  ColoradoCo  common stock  received by you pursuant to the
Reincorporation as you have in the shares of the UtahCo common stock held by you
as of immediately  prior to the time the  Reincorporation  is consummated.  Your
holding period with respect to common stock in the Utah Corporation will include
the  period  during  which  you  held  the  corresponding  shares  of  the  Utah
Corporation common stock, provided the latter was held by you as a capital asset
at the time of consummation of the Reincorporation.                             

Accounting Treatment                                                            

     We expect that the  Reincorporation  will have no effect from an accounting
perspective  because  there  is no  change  in the  entity  as a  result  of the
Reincorporation.  As such,  the  financial  statements  of the Utah  Corporation
previously  filed with the  Securities and Exchange  Commission  will remain the
financial statements of the Company following the Reincorporation.              

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Dissenters' Rights                                                              

     Pursuant to the UBCA, all  stockholders  of the Company will have the right
to exercise dissenters' rights with respect to the  Reincorporation,  which will
be  accomplished  by means of the Plan of Merger  attached as Exhibit A, and may
obtain  payment for their  shares by complying  with the  relevant  terms of the
UBCA, which is reprinted below. The Company estimates that it will pay $0.01 per
share to any stockholder dissenting from the proposed merger.                   

16-10a-1302 Right to dissent.                                                   

(1)  A  shareholder,  whether or not  entitled  to vote,  is entitled to dissent
     from,  and obtain  payment  of the fair value of shares  held by him in the
event of, any of the following corporate actions:                     

     (a)  consummation  of a plan of merger to which the  corporation is a party
if:                                                         

          (i)  shareholder  approval  is  required  for the  merger  by  Section
16-10a-1103 or the articles of incorporation; or  

          (ii) the  corporation  is a subsidiary  that is merged with its parent
under Section 16-10a-1104;                        

     (b)  consummation of a plan of share exchange to which the corporation is a
party as the corporation whose shares will be acquired;     

     (c)  consummation of a sale, lease,  exchange, or other disposition of all,
          or  substantially  all, of the property of the corporation for which a
          shareholder vote is required under Subsection 16-10a-1202(1),  but not
          including  a  sale  for  cash  pursuant  to a  plan  by  which  all or
          substantially  all of the net proceeds of the sale will be distributed
   to the shareholders within one year after the date of sale; and

     (d)  consummation of a sale, lease,  exchange, or other disposition of all,
          or substantially  all, of the property of an entity  controlled by the
          corporation if the  shareholders of the  corporation  were entitled to
          vote upon the consent of the corporation to the  disposition  pursuant
to Subsection 16-10a-1202(2).                               

(2)  A shareholder  is entitled to dissent and obtain  payment of the fair value
     of his shares in the event of any other corporate  action to the extent the
     articles  of  incorporation,  bylaws,  or a  resolution  of  the  board  of
directors so provides.                                                

(3)  Notwithstanding  the other  provisions  of this part,  except to the extent
     otherwise  provided  in  the  articles  of  incorporation,   bylaws,  or  a
     resolution of the board of directors,  and subject to the  limitations  set
     forth in  Subsection  (4), a  shareholder  is not  entitled  to dissent and
     obtain payment under  Subsection (1) of the fair value of the shares of any
     class or series of shares which either were listed on a national securities
     exchange  registered under the federal Securities  Exchange Act of 1934, as
     amended,  or on the National  Market System of the National  Association of
     Securities  Dealers  Automated  Quotation System, or were held of record by
more than 2,000 shareholders, at the time of:                         

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     (a)  the record  date fixed  under  Section  16-10a-707  to  determine  the
          shareholders  entitled to receive notice of the shareholders'  meeting
at which the corporate action is submitted to a vote;       

     (b)  the  record  date  fixed  under   Section   16-10a-704   to  determine
          shareholders  entitled to sign  writings  consenting  to the  proposed
          corporate action; or (c) the effective date of the corporate action if
          the  corporate   action  is  authorized   other  than  by  a  vote  of
shareholders.                                               

(4)  The  limitation  set  forth  in  Subsection  (3)  does  not  apply  if  the
     shareholder will receive for his shares,  pursuant to the corporate action,
anything except:                                                      

     (a)  shares of the  corporation  surviving the  consummation of the plan of
merger or share exchange;                                   

     (b)  shares of a  corporation  which at the  effective  date of the plan of
          merger  or  share  exchange  either  will  be  listed  on  a  national
          securities  exchange  registered under the federal Securities Exchange
          Act of 1934,  as  amended,  or on the  National  Market  System of the
          National Association of Securities Dealers Automated Quotation System,
or will be held of record by more than 2,000 shareholders;  

(c)  cash in lieu of fractional shares; or                            

     (d)  any combination of the shares  described in Subsection (4), or cash in
lieu of fractional shares.                                  

(5)  A shareholder  entitled to dissent and obtain  payment for his shares under
     this part may not challenge the corporate  action  creating the entitlement
     unless the action is unlawful or  fraudulent  with respect to him or to the
corporation.                                                          

16-10a-1320.   Notice of dissenters' rights.                                    

(1)  If a proposed  corporate action creating  dissenters'  rights under Section
     16-10a-1302 is submitted to a vote at a shareholders'  meeting, the meeting
     notice  shall  be sent to all  shareholders  of the  corporation  as of the
     applicable  record  date,  whether or not they are  entitled to vote at the
     meeting. The notice shall state that shareholders are or may be entitled to
     assert  dissenters' rights under this part. The notice shall be accompanied
     by a copy of this part and the  materials,  if any, that under this chapter
     are required to be given the shareholders  entitled to vote on the proposed
     action  at the  meeting.  Failure  to  give  notice  as  required  by  this
     subsection  does not affect any action taken at the  shareholders'  meeting
for which the notice was to have been given.                          

(2)  If a proposed  corporate action creating  dissenters'  rights under Section
     16-10a-1302  is authorized  without a meeting of  shareholders  pursuant to
     Section  16-10a-704,  any written or oral  solicitation of a shareholder to
     execute a written consent to the action  contemplated by Section 16-10a-704
     shall  be  accompanied  or  preceded  by  a  written  notice  stating  that
     shareholders are or may be entitled to assert dissenters' rights under this
     part, by a copy of this part, and by the materials, if any, that under this

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     chapter  would have been required to be given to  shareholders  entitled to
     vote on the proposed action if the proposed action were submitted to a vote
     at a shareholders'  meeting.  Failure to give written notice as provided by
     this  subsection  does not  affect  any action  taken  pursuant  to Section
16-10a-704 for which the notice was to have been given.               

16-10a-1321 Demand for payment -- Eligibility and notice of intent.             

(1)  If a proposed  corporate action creating  dissenters'  rights under Section
     16-10a-1302  is  submitted  to  a  vote  at  a  shareholders'   meeting,  a
shareholder who wishes to assert dissenters' rights:                  

     (a)  shall  cause the  corporation  to  receive,  before the vote is taken,
          written  notice  of his  intent to demand  payment  for  shares if the
proposed action is effectuated; and                         

(b)  may not vote any of his shares in favor of the proposed action.  

(2)  If a proposed  corporate action creating  dissenters'  rights under Section
     16-10a-1302  is authorized  without a meeting of  shareholders  pursuant to
     Section  16-10a-704,  a shareholder who wishes to assert dissenters' rights
may not execute a writing consenting to the proposed corporate action.

(3)  In order to be  entitled  to  payment  for shares  under this part,  unless
     otherwise  provided  in  the  articles  of  incorporation,   bylaws,  or  a
     resolution adopted by the board of directors, a shareholder shall have been
     a  shareholder  with respect to the shares for which payment is demanded as
     of the date the proposed corporate action creating dissenters' rights under
     Section  16-10a-1302  is  approved  by  the  shareholders,  if  shareholder
     approval is required,  or as of the effective date of the corporate  action
     if the corporate action is authorized other than by a vote of shareholders.

(4)  A shareholder  who does not satisfy the  requirements  of  Subsections  (1)
through (3) is not entitled to payment for shares under this part.    

16-10a-1322 Dissenters' notice.                                                 

(1)  If proposed  corporate  action  creating  dissenters'  rights under Section
     16-10a-1302 is authorized, the corporation shall give a written dissenters'
     notice to all  shareholders  who are  entitled to demand  payment for their
shares under this part.                                               

(2)  The  dissenters'  notice  required by Subsection (1) shall be sent no later
     than 10 days after the  effective  date of the  corporate  action  creating
dissenters' rights under Section 16-10a-1302, and shall:              

     (a)  state that the corporate  action was authorized and the effective date
or proposed effective date of the corporate action;         

     (b)  state an address at which the corporation will receive payment demands
          and an address at which certificates for certificated  shares shall be
deposited;                                                  

     (c)  inform holders of uncertificated shares to what extent transfer of the
   shares will be restricted after the payment demand is received;

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     (d)  supply a form for demanding  payment,  which form requests a dissenter
to state an address to which payment is to be made;         

     (e)  set a date by which the  corporation  must receive the payment  demand
          and by which certificates for certificated shares must be deposited at
          the address indicated in the dissenters'  notice,  which dates may not
          be fewer than 30 nor more than 70 days after the date the  dissenters'
notice required by Subsection (1) is given;                 

     (f)  state the requirement  contemplated by Subsection  16-10a-1303(3),  if
the requirement is imposed; and                             

(g)  be accompanied by a copy of this part.                           

(1)  A  shareholder  who is given a  dissenters'  notice  described  in  Section
     16-10a-1322,  who meets the requirements of Section 16-10a-1321, and wishes
     to assert  dissenters'  rights shall,  in accordance  with the terms of the
dissenters' notice:                                                   

     (a)  cause the  corporation to receive a payment  demand,  which may be the
          payment demand form contemplated in Subsection 16-10a-1322(2)(d), duly
completed, or may be stated in another writing;             

     (b)  deposit  certificates for his  certificated  shares in accordance with
the terms of the dissenters' notice; and                    

     (c)  if required by the corporation in the dissenters'  notice described in
          Section 16-10a-1322,  as contemplated by Section 16-10a-1327,  certify
          in writing,  in or with the payment  demand,  whether or not he or the
          person  on  whose  behalf  he  asserts   dissenters'  rights  acquired
          beneficial  ownership  of the  shares  before  the  date of the  first
          announcement  to news  media or to  shareholders  of the  terms of the
          proposed  corporate action creating  dissenters'  rights under Section
16-10a-1302.                                                

(2)  A shareholder who demands payment in accordance with Subsection (1) retains
     all rights of a  shareholder  except the right to transfer the shares until
     the  effective  date of the proposed  corporate  action  giving rise to the
     exercise of  dissenters'  rights and has only the right to receive  payment
for the shares after the effective date of the corporate action.      

(3)  A shareholder who does not demand payment and deposit share certificates as
     required,  by the  date or  dates  set in the  dissenters'  notice,  is not
entitled to payment for shares under this part.                       

 GENERAL

     The  cost  of   preparing,   printing  and  mailing  the  enclosed   proxy,
accompanying notice and proxy statement,  and all other costs in connection with
solicitation  of proxies will be paid by the Company  including  any  additional
solicitation made by letter,  telephone or telegraph.  Failure of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to additional expense.                                                          

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     The  Company's  Board of Directors  does not intend to present and does not
have reason to believe  that others will  present any other items of business at
the annual  meeting.  However,  if other  matters are properly  presented to the
meeting for a vote,  the proxies will be voted upon such  matters in  accordance
with the judgment of the persons acting under the proxies.                      

           Please complete, sign and return the attached proxy promptly.

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                               STRAINWISE, INC.                            PROXY

 This Proxy is solicited by the Company's Board of Directors

The  undersigned  stockholder of Strainwise,  Inc.  acknowledges  receipt of the
Notice of the Special Meeting of  Stockholders  to be held at 1350  Independence
St., Suite 300, Lakewood,  CO 80215, on ______________,  2015, at ________ a.m.,
and hereby  appoints Erin Phillips with the power of  substitution,  as Attorney
and Proxy to vote all the shares of the  undersigned at said special  meeting of
stockholders  and at all adjournments  thereof,  hereby ratifying and confirming
all that said  Attorney  and Proxy may do or cause to be done by virtue  hereof.
The  above  named   Attorney  and  Proxy  is  instructed  to  vote  all  of  the
undersigned's shares as follows:                                                

The Board of Directors recommends a vote FOR Proposal 1.                      

     (1)  To  approve  a  change  of the  corporation's  domicile  from  Utah to
Colorado                                                    

[ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

  To transact such other business as may properly come before the meeting.

     The change in domicile  will be  accomplished  by means of a Plan of Merger
which is attached as Exhibit A to the Company's Proxy Statement.                

     THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ITEM 1.                                                             

                                  Dated this      day of                   2015.
                                      ----        ----------------

                                 ---------------------------------------------
                           (Signature)

                                 ---------------------------------------------
                            (Print Name)

 Please sign your name exactly as it appears on your stock
 certificate. If shares are held jointly, each
holder should sign. Executors, trustees,
 and other fiduciaries should so indicate when
signing. Please Sign, Date and Return this Proxy so that
your shares may be voted at the meeting.

           Send the proxy by regular mail, email, or fax to:

STRAINWISE, INC.
1350 Independence St., Suite 300
Lakewood, CO 80215
(303) 736-2442

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STRAINWISE, INC.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

     Important  Notice  Regarding the  Availability  of Proxy  Materials for the
Special Meeting of Shareholders to Be Held on _______________, 2015.            

1.   This notice is not a form for voting.                            

     2.   This  communication  presents  only an overview  of the more  complete
          proxy  materials  that  are  available  to  you on  the  Internet.  We
          encourage  you to access and review all of the  important  information
contained in the proxy materials before voting.             

3.   The Proxy Statement is available at                              

     4.   If you want to receive a paper or email copy of these  documents,  you
          must  request  one.  There is no charge to you for  requesting a copy.
          Please make your request for a copy as  instructed  below on or before
September 158, 2013 to facilitate timely delivery.          

     A  special  meeting  of the  Company's  shareholders  will  be held at 1350
Independence  St., Suite 300,  Lakewood,  CO 80215 on  ______________,  2015, at
______ a.m., for the following purposes:                                        

(1)  to change the domicile of the Company from Utah to Colorado;     

  to transact such other business as may properly come before the meeting.

     The change in domicile  will be  accomplished  by means of a Plan of Merger
which is attached as Exhibit A to the Company's Proxy Statement.                

     The Board of Directors  recommends that  shareholders vote FOR the proposal
listed on the Notice of Special Meeting of Shareholders.                        

     _____________,   2015  is  the  record  date  for  the   determination   of
shareholders entitled to notice of and to vote at such meeting. Shareholders may
cast one vote for each share held.                                              

Shareholders may access the following documents at                  
http://advcannabis.premiercom.co.uk/index.cfm/page/proxy-materials: 

o    Notice of the 2015 Special Meeting of Shareholders               
o    Company's 2015 Proxy Statement;                                  
o    Proxy Card                                                       

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     Shareholders may request a paper copy of the Proxy Materials and Proxy Card
by calling  _________________,  by  emailing  the Company at  __________,  or by
visiting  __________________________  and indicating if you want a paper copy of
the proxy materials and proxy card:                                             

o    for this meeting only, or                                        

o    for this meeting and all other meetings.                         

     If you have a stock  certificate  registered in your name, or if you have a
proxy from a shareholder of record on _____________,  2015, you can, if desired,
attend the Special Meeting and vote in person.                                  

     Shareholders  can  obtain  directions  to the  2015  special  shareholders'
meeting at ___________________________.                                         

     Please  visit  ___________________  to print and fill out the  Proxy  Card.
Complete and sign the proxy card and mail the Proxy Card to:                    

STRAINWISE, INC.
1350 Independence St., Suite 300
Lakewood, CO 80215

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 EXHIBIT A

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PLAN OF MERGER

(a) CONSTITUENT CORPORATIONS:         Strainwise, Inc.                          
                       ("SW") (A Utah corporation)

(b) SURVIVING CORPORATION:            STWC Holdings, Inc.                       
                             ("STWC") (A Colorado corporation)

                                   STWC is a wholly-owned subsidiary of SW

(c)  Pursuant to the Utah Revised Business  Corporation Act  ss.16-10a-1107  and
     the Colorado Business  Corporation Act ss. 7-111-106.5,  SW will merge into
STWC.                                                                 

(d)  Pursuant to the Utah Revised Business  Corporation Act  ss.16-10a-1107  and
     the Colorado Business Corporation Act ss. 7-111-106.5,  and effective as of
the date of the merger:                                               

     (i)  each  shareholder  of SW will receive one share of STWC for each share
of SW held by such shareholder;                             

(ii) all shares of SW shall be cancelled;                             

(iii) all assets of SW shall become assets of STWC;                   

(iv) all liabilities of SW shall be assumed by STWC;                  

(v)  SW shall cease to exist; and                                     

(vi) STWC agrees to accept service of process in Utah on behalf of SW.

(e)  Shareholders of SW are entitled to exercise  dissenters'  rights  regarding
     the  merger  pursuant  to the Utah  Revised  Business  Corporation  Act ss.
16-10a-1302.                                                          

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 EXHIBIT B

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Document must be filed electronically.                                          
Paper documents will not be accepted.                                           
Documents processing fee                          $50.00                        
Fees & forms/cover sheets are subject to change.                                
To access other information or print copies of                                  
filed documents, visit www.sos.state.co.us and                                  
select Business Center.                                                         

Articles of Incorporation for a Profit Corporation
filed pursuant to ss.7-102-101 and ss.7-102-102 of
the Colorado Revised Statutes (C.R.S.)

1. The domestic entity name for the corporation is:                             

                 STWC Holdings, Inc.
                                  --------------------------------------
                              (The names of the corporation must
                            contain the term or abbreviation
                          "corporation", "incorporated",
                                  "company", "limited", "corp.", "inc.",
                                  "co" or "ltd". See ss.7-90-601, C.R.S.
                                If the corporation is a professional
                                 or special purpose corporation, other
           law may apply).

 (Caution:The use of certain terms or abbreviations are restricted by law.
Read instructions for more information).

2. The principal office address of the corporation's initial principal office   
is:                                                                             

Street address          1350 Independence St., Suite 300            
                      ------------------------------------------
                    (Street number and name)

                    Lakewood             CO            80125
                         --------           -----      ---------------
                           (City)           (State)    (Zip/Postal code)

                                                       USA
                     -----------------------           -----
                      (Province - if applicable)       (Country)

Mailing Address                                                     
                      ------------------------------------------
(Leave blank if same     (Street number and name or Post Office       
as street address)       Box information)                           

                          ----             -----       ---------------
                          (City)           (State)     (Zip/Postal code)

                       ----------------------            -------
                      (Province - if applicable)         (Country)

3.   The registered agent name and registered agent address of the corporation's
initial registered agent are:                                         

Name                                                                
(if an individual)                                              
                          ---------------  ------------  ----      -----
                               (Last)         (First)   (Middle)  (Suffix)
OR                                                    

(if an entity)            Hart & Hart, LLC                      
                        --------------------------------------------
(Caution:  Do no provide both an individual and an entity name).      

Street address            1624 Washington St.                       
                        --------------------------------------------
              (Street number and name)

                    Denver             CO              80203
                          ----             -----       ---------------
                          (City)           (State)     (Zip/Postal code)

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Mailing Address                                                     
                      ------------------------------------------
(Leave blank if same     (Street number and name or Post Office       
as street address)       Box information)                           

                          ----             -----       ---------------
                          (City)           (State)     (Zip/Postal code)

                       ----------------------            -------
                      (Province - if applicable)         (Country)

(The following statement is adopted by marking the box)                         

[X] The person appointed as registered agent above has consented to being so    
appointed.                                                                      

4.   The true name and mailing address of the incorporator are:                 

Name                                                                
(if an individual)                                              
                          ---------------  ------------  ----      -----
                                (Last)         (First)   (Middle)   (Suffix)
OR                                                    

(if an entity)          Hart & Hart, LLC                        
                        --------------------------------------------
(Caution:  Do no provide both an individual and an entity name).      

Street address            1624 Washington St.                       
                        --------------------------------------------
              (Street number and name)

                    Denver             CO              80203
                          ----             -----       ---------------
                          (City)           (State)     (Zip/Postal code)

(If the following statement applies,  adopt the statement by marking the box and
include an attachment)                                                          

 [ ] The corporation has one or more additional  incorporators  and the name and
     mailing  address  of  each  additional   incorporator   are  stated  in  an
attachment.                                                           

5.   The  classes  of  shares  and  number  of  shares  of each  class  that the
corporation is authorized to issue are as follows:                    

[X]  The corporation is authorized to issue 100,000,000 common shares that    
  shall have unlimited voting rights and are entitled to receive the net
assets of the corporation upon dissolution.                         

[X]  Information regarding shares as required by Section 7-106-101, C.R.S., is
included in attachment.                                             

6.   (If the following statement applies, adopt the statement by marking the box
and include an attachment)                                            

[X]  This document contains additional information as provided by law.        

7.   (Caution:  Leave blank if the  document  does not have a delayed  effective
     date. Stating a delayed effective date has significant legal  consequences.
Read instructions before entering a date).                            

(If the following statement applies, adopt the statement by entering a date and,
if applicable, time using the required format).                                 

The delayed effective date and, if applicable, time of this document is/are     
______________________________________                                        
(mm/dd/yyyy  hour  am/pm)                                                 

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8.   The true name and mailing address of the individual causing the document to
be delivered for filing is:                                           

  Hart        Will
                            ----       -----       ------       ------
                            (Last)     (First)     (Middle)     (Suffix)

     1624 Washington St.
        ----------------------
        (Street number and name)

                       Denver         CO               80203
                           -----         -----        --------------
                            (City)        (State)      (Zip/Postal code)

(If the following statement applies,  adopt the statement by marking the box and
include an attachment)                                                          

[X]  This document contains the true name and mailing address of one or more  
   additional individuals causing the document to be delivered for filing.

Disclaimer:                                                                     

This form/cover sheet, and any related instructions, are not intended to provide
legal,  business or tax advice,  and are  furnished  without  representation  or
warranty.  While this  form/cover  sheet is  believed to satisfy  minimum  legal
requirements  as of its revision date,  compliance  with  applicable law, as the
same may be amended from time to time, remains the responsibility of the user of
this  form/cover  sheet.  Questions  should be  addressed  to the user's  legal,
business or tax advisor(s).                                                     

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 STWC HOLDINGS, INC.

 Capital Stock

     The  authorized   capital  stock  of  the  Corporation   shall  consist  of
100,000,000 shares of common stock, $0.00001 par value, and 20,000,000 shares of
preferred stock, $0.00001 par value.                                            

     No share of the common stock shall have any  preference  over or limitation
in respect to any other share of such common  stock.  All shares of common stock
shall have equal rights and privileges, including the following:                

     1. All shares of common stock shall share equally in dividends.  Subject to
the applicable  provisions of the laws of this State,  the Board of Directors of
the  Corporation  may, from time to time,  declare and the  Corporation  may pay
dividends in cash, property,  or its own shares,  except when the Corporation is
insolvent or when the payment thereof would render the Corporation  insolvent or
when the  declaration or payment  thereof would be contrary to any  restrictions
contained in this Certificate of Incorporation. When any dividend is paid or any
other  distribution  is  made,  in whole or in part,  from  sources  other  than
unreserved and unrestricted earned surplus,  such dividend or distribution shall
be identified as such, and the source and amount per share paid from each source
shall be disclosed to the stockholder  receiving the same  concurrently with the
distribution  thereof  and to all other  stockholders  not later than six months
after the end of the  Corporation's  fiscal year during which such  distribution
was made.                                                                       

     2. All shares of common  stock  shall  share  equally in  distributions  in
partial  liquidation.  Subject to the applicable  provisions of the laws of this
State,  the Board of Directors of the Corporation  may distribute,  from time to
time,  to its  stockholders  in partial  liquidation,  out of stated  capital or
capital surplus of the Corporation, a portion of its assets in cash or property,
except when the Corporation is insolvent or when such distribution  would render
the  Corporation  insolvent.  Each  such  distribution,   when  made,  shall  be
identified as a distribution  in partial  liquidation,  out of stated capital or
capital surplus, and the source and amount per share paid from each source shall
be  disclosed  to all  stockholders  of the  Corporation  concurrently  with the
distribution  thereof.  Any  such  distribution  may be  made  by the  Board  of
Directors from stated capital without the affirmative  vote of any  stockholders
of the Corporation.                                                             

     a. Each outstanding  share of common stock shall be entitled to one vote at
stockholders' meetings, either in person or by proxy.                           

     b.  The  designations,   powers,   rights,   preferences,   qualifications,
restrictions  and limitations of the preferred  stock shall be established  from
time to  time by the  Corporation's  Board  of  Directors,  in  accordance  with
Colorado Law.                                                                   

          i)   Cumulative  voting shall not be allowed in elections of directors
or for any purpose.                               

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          ii)  No holders of shares of capital stock of the Corporation shall be
               entitled,  as such, to any  preemptive or  preferential  right to
               subscribe to any unissued stock or any other securities which the
               Corporation  may now or hereafter  be  authorized  to issue.  The
               Board of Directors of the Corporation, however, in its discretion
               by resolution,  may determine that any unissued securities of the
               Corporation  shall be  offered  for  subscription  solely  to the
               holders  of  common  stock of the  Corporation,  or solely to the
               holders  of any  class  or  classes  of  such  stock,  which  the
               Corporation  may now or hereafter be authorized to issue, in such
               proportions  based  on  stock  ownership  as  said  board  in its
discretion may determine.                         

          iii) The Board of  Directors  may  restrict the transfer of any of the
               Corporation's  stock  issued by  giving  the  Corporation  or any
               stockholder  "first right of refusal to purchase"  the stock,  by
               making the stock  redeemable,  or by restricting  the transfer of
               the stock  under such terms and in such  manner as the  directors
               may deem necessary and as are not  inconsistent  with the laws of
               this  State.  Any stock so  restricted  must carry a  conspicuous
               legend   noting  the   restriction   and  the  place  where  such
         restriction may be found in the records of the Corporation.

          iv)  The  judgment of the Board of Directors as to the adequacy of any
               consideration received or to be received for any shares, options,
               or any other  securities which the Corporation at any time may be
               authorized  to issue  or sell or  otherwise  dispose  of shall be
               conclusive in the absence of fraud,  subject to the provisions of
     these Articles of Incorporation and any applicable law.

Voting

     A quorum for any meeting of the Corporation's shareholders shall consist of
the presence,  in person or by proxy, of shareholders  owning  one-third of this
Corporation's outstanding common stock.                                         

     Any action required or permitted by the Colorado  Business  Corporation Act
to be taken at a  shareholders'  meeting  may be taken  without a meeting if 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.                                                         

Transactions with Directors and Other Interested Parties

     No contract or other  transaction  between  the  Corporation  and any other
corporation,  whether or not a majority  of the shares of the  capital  stock of
such  other  corporation  is  owned  by  the  Corporation,  and  no  act  of the
Corporation  shall in any way be affected or  invalidated by thefact that any of
the directors of the Corporation are pecuniarily or otherwise  interested in, or
are  directors  or officers  of,  such other  corporation.  Any  director of the
corporation,  individually,  or any firm with which such  director is affiliated
may be a party to or may be pecuniarily or otherwise  interested in any contract

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or transaction of the 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 the Corporation,  or a majority thereof,  at or before the
entering into such contract or transaction;  and any director of the Corporation
who is also a  director  or  officer  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 the Corporation  which shall authorize such
contract  or  transaction,  with like  force  and  effect as if he were not such
director or officer of such other corporation or not so interested.             

Limitation of Director Liability and Indemnification

     No director of the  Corporation  shall have liability to the Corporation or
to its stockholders or to other security holders for monetary damages for breach
of fiduciary duty as a director;  provided,  however, that such provisions shall
not eliminate or limit the liability of a director to the  Corporation or to its
shareholders or other security  holders for monetary damages for: (i) any breach
of the director's duty of loyalty to the  Corporation or to its  shareholders or
other security holders; (ii) acts or omissions of the director not in good faith
or which involve  intentional  misconduct  or a knowing  violation of the law by
such director; (iii) acts by such director as specified by Colorado law; or (iv)
any transaction from which such director derived an improper personal benefit.  

     No officer or director shall be personally  liable for any injury to person
or property  arising out of a tort  committed by an employee of the  Corporation
unless such officer or director was personally  involved in the situation giving
rise to the injury or unless  such  officer  or  director  committed  a criminal
offense.  The protection  afforded in the preceding  sentence shall not restrict
other common law protections and rights that an officer or director may have.   

     The word "director" shall include at least the following, unless limited by
Colorado law: an individual who is or was a director of the  Corporation  and an
individual  who,  while a director  of a  Corporation  is or was  serving at the
Corporation's  request as a director,  officer,  partner,  trustee,  employee or
agent of any other foreign or domestic corporation or of any partnership,  joint
venture,  trust,  other enterprise or employee benefit plan. A director shall be
considered to be serving an employee benefit plan at the  Corporation's  request
if his duties to the  Corporation  also impose  duties on or  otherwise  involve
services by him to the plan or to participants in or  beneficiaries of the plan.
To the extent  allowed by Colorado law, the word  "director"  shall also include
the heirs and personal representatives of all directors.                        

     This Corporation shall be empowered to indemnify its officers and directors
to the  fullest  extent  provided  by  law,  including  but not  limited  to the
provisions set forth in the Colorado Business  Corporation Act, or any successor
provision.                                                                      

3 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRER14A’ Filing		Date		First		Last			Other Filings
Filed on:		8/7/15
		6/29/15		4
		6/11/15		5					8-K,  NT 10-Q
		6/2/15		5					8-K
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