NATIONWIDE UTILITIES CORP.
(the "Company")

CONSENT TO ACTION
BY THE BOARD OF DIRECTORS

SHAREHOLDERS’ WRITTEN CONSENT RESOLUTION

The undersigned, being the majority of the common shareholders (the “Shareholders”) of the Company, a Nevada Corporation, pursuant to Title 78 Section 320 of the Nevada General Corporation Law, and without the formality of convening a meeting, do hereby consent in writing to the following actions of the Company, to be effective as of the 28^th day January, 2010.

WHEREAS:

A.        Pursuant to Title 78 Section 320 of the Nevada General Corporation Law, any action required or permitted to be taken at a meeting of the Shareholders may be taken without a meeting if a written consent to such action is signed by Shareholders holding at least a majority of the voting power;

B.         That, pursuant to ongoing disputes, breaches of fiduciary duty, malfeasant and self dealing activities, and interference with the business of the Company’s caused and undertaken by the Company’s appointed Chief Executive Officer, Chairman and Director, Mr. Kenneth Koepke (“Koepke”), it has been determined by the Shareholders that it is in the best interest of the Company and the shareholders of the Company that Koepke is immediately terminated for cause as follows:

                  1. Koepke committed the Company to indebtedness (the “Debts”), without receiving any formal approval from other officers of the Company or from the Board of Directors of the Company;

                  2. Koepke caused the Debts to be made to himself personally, and to two other corporate bodies he has material ownership of, whereby he did not properly disclose such non-arms length transactions with the Company, did not properly document or account for the Debts prior to accruing them to the accounts of the Company, nor did he disclose any terms under which those Debts were to accrue to the accounts of the Company (the “Debt Non-Disclosure”),

                  3. As a result of the Debt Non-Disclosure, significant delays have occurred to the Company’s ability to file the necessary Company accounting pronouncements with the United States Securities and Exchange Commission (the “Commission”) pursuant to the requirements promulgated by the Commission related to the reverse merger the Company recently completed, which are now over four weeks past the Commission’s deadline for said filings to be made by the Company, as of the date hereof; 

                  4. Koepke has recently delivered to the Company, terms under which he expects the Company to repay the Debts that are self dealing in nature, place the Company in financial peril, and position Koepke to circumvent the business and the assets of the Company for his own personal use and gain while still acting as CEO, Chairman and as a Director of the Company;

                  5. Koepke has been acting in bad faith through discussions he has been having with the Company through the Company’s attempts to negotiate a settlement with Koepke to facilitate a fair and equitable separation of Koepke from the Company, whereby all agreements and understandings that have been made with Koepke are continually reneged upon by Kopeke, which has caused the Company significant loss of time and has caused the Company an inability to move its business forward;

C.         That, pursuant to the removal of Koepke as described in section “C” here above, it has been determined by the Shareholders that suitable replacements to Koepke shall be appointed to positions of the Company, as follows:

            Chairman: Mr. Brant Wallace

            Chief Executive Officer: Mr. Brant Wallace

            President: Mr. Brant Wallace

            Chief Operating Officer: Mr. Jason Miller

            Director: Mr. Brant Wallace

            Director: Mr. Jason Miller

BE IT HEREBY RESOLVED THAT:

1.                   By written consent of the majority of the Shareholders of the Company, the Company will terminate upon the date hereof, Kenneth Koepke from the positions of Chairman, Chief Executive Officer and Director of the Company.

2.                   By written consent of the majority of the Shareholders of the Company, the Company will appoint Mr. Brant Wallace to the positions of Chief Executive Officer, President and as a Director of the Company; the Company will appoint Mr. Brant Wallace as the Chairman of the Company; and, the Company will appoint Mr. Jason Miller as the Chief Operating Officer of the Company.

3.                   By written consent of the majority of the Shareholders of the Company, all corporate actions, filings and approval processes will be undertaken by the Company to effect the termination of Kenneth Koepke and the appointments of Messrs. Brant Wallace and Jason Miller.

4.                   Any director or senior officer of the Company be and is hereby authorized to execute, under the seal of the Company or otherwise, any and all documents, agreements and instruments and to do all things as may be necessary to effect the foregoing resolutions on behalf of the Company, including preparing and filing any required Articles of Amendment; and

5.                   This resolution may be signed by the majority of the Shareholders of the Company in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original (and each signed copy sent by electronic facsimile transmission shall be deemed to be an original), and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution shall be deemed to bear the date as set forth above.