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Form DEF 14C PhoneBrasil Internetiona For: Aug 03

August 3, 2021 11:34 AM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14C

 

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

and

Rule 14c thereunder

 

Check the appropriate box:

 

Preliminary Information Statement
   
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
   
Definitive Information Statement

 

PhoneBrasil International, Inc.
(Name of Registrant as Specified in Its Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

No fee required
   
Fee computed on table below per Exchange Act Rules 14c-5(g) 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 (set forth the amount on which the filing fee is calculated and state how it was determined):
     
  4) Proposed maximum aggregate value of transaction:
     
  5) Total fee paid:

 

Fee paid previously with preliminary materials.
   
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  1) Amount Previously Paid:
     
  2) Form, Schedule or Registration Statement No.:
     
  3) Filing Party:
     
  4) Date Filed:

 

 

 

 

 

  

PhoneBrasil International, Inc.

3001 PGA Boulevard, Suite 305

Palm Beach Gardens, FL 33410

Telephone: (561) 686-3307

 

INFORMATION STATEMENT

 

 

  

We Are Not Asking You For A Proxy And You Are Requested Not To Send A Proxy.

 

You are not being asked to take or approve any action.  

This Information Statement is being provided to you solely for your information.

 

GENERAL INFORMATION

 

Why am I receiving these materials?

 

This Information Statement is mailed or furnished to the holders of record of the outstanding common stock of PhoneBrasil International, Inc., a New Jersey corporation (the “Company”) in connection with the action by written consent of shareholders taken without a meeting to (i) ratify and approve (the “Ratification”) certain prior amendments to the Company’s Certificate of Incorporation filed with the New Jersey Secretary of State or the Department of the Treasury, as applicable, between March 1991 and September 30, 2020 (the “Prior Amendments”), and (ii) approve an Amended and Restated Certificate of Incorporation of the Company to, among other things, (A) increase the Company’s authorized common stock from 300,000,000 shares to 1,650,000,000 shares (the “Authorized Common Stock Increase”) and (B) ratify to the extent necessary and give the required notice to non-consenting shareholders of the September 30, 2020 Restated Certificate of Incorporation (the “2020 Amendment”) and (C) clarify the ambiguities in the Certificate of Incorporation (the “Clarifying Amendments”). The Prior Amendments are attached hereto as Appendix A. The 2020 Amendment is attached as Appendix B. The Amended and Restated Certificate of Incorporation is attached hereto as Appendix C.

 

You are urged to read this Information Statement carefully and in its entirety for a description of the Ratification, the 2020 Amendment, the Authorized Common Stock Increase, the Clarifying Amendments and other information regarding the actions taken by written consent of the Company’s shareholders.

 

This Information Statement is first being mailed on or about August 3, 2021. Pursuant to the New Jersey Business Corporations Act (the “NJBCA”), the Company is required to provide prompt notice to the shareholders who have not consented in writing.

 

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What action was taken by written consent?

 

The Company obtained written consent by DR Shell, LLC which is the holder of approximately 62% of the Company’s outstanding common stock (the “Majority Shareholder”), approving the Ratification, the 2020 Amendment, the Authorized Common Stock Increase and the Clarifying Amendments.

 

When is the record date?

 

The close of business on July 23, 2021 is the record date (the “Record Date”) for the determination of the shareholders entitled to consent and to receive this Information Statement.

 

What constitutes the voting power of the Company?

 

On the Record Date, the date we received the consent of the holders of more than a majority of our outstanding voting power, there were 29,034,000 shares of common stock outstanding. Each share of common stock is entitled to one vote. Our Majority Shareholder owns 18,000,000 shares of common stock and voted all these shares in favor of the proposals. We have been unable to determine if the former principal shareholder approved the 2020 Amendment at a meeting or by consent, and if the approval occurred prior to August 14, 2020 which was the date our common stock became registered under the Securities Exchange Act of 1934 (“Exchange Act”). Accordingly, our counsel has advised us that regardless of whether there was a failure to comply with the Exchange Act and Rules thereunder, the voting of the common stock was legally sufficient to approve the Restated Certificate. However, an Information Statement was not provided to non-consenting shareholders as required by the Rules of the Securities and Exchange Commission (the “SEC”) if the meeting or consent occurred after August 14, 2020. Moreover, it is clear that the Company did not file a required Form 8-K after the 2020 Amendment was filed. For this reason, we are giving to our shareholders notice of the shareholders action assuming it was done by written consent. 

 

What vote was obtained to approve the Ratification, the 2020 Amendment, the Authorized Common Stock Increase and the Clarifying Amendments described in this Information Statement?

 

In accordance with our Bylaws, a majority of the outstanding voting power entitled to vote is required to approve the Ratification, the 2020 Amendment, the Authorized Common Stock Increase and the Clarifying Amendments. On July 23, 2021, shareholder approval was obtained via written consent of our Majority Shareholder.

 

As provided above, the Majority Shareholder holding 18,000,000 shares of common stock (a majority of the outstanding voting power) executed a written consent to approve the Ratification, the 2020 Amendment, the Authorized Common Stock Increase and the Clarifying Amendments.

 

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Therefore, a special meeting of shareholders to approve the Ratification, the 2020 Amendment, the Authorized Common Stock Increase and the Clarifying Amendments is unnecessary. If shareholders had been provided an opportunity to vote at a meeting, an affirmative vote of a majority of the outstanding voting power would also have been required.

 

When will the Ratification, the 2020 Amendment, the Authorized Common Stock Increase and the Clarifying Amendments be effective?

 

The Ratification, the 2020 Amendment, the Authorized Common Stock Increase and the Clarifying Amendments will not be considered effective until at least 20 calendar days after the mailing of this Information Statement to our shareholders. The Company anticipates filing the Amended and Restated Certificate of Incorporation as soon as possible after the expiration of the 20 calendar day period.

  

Who is paying the cost of this Information Statement?

 

The entire cost of furnishing this Information Statement will be paid by the Company.  

 

Does any person have an interest in the approval of the Ratification, the Authorized Common Stock Increase and the Clarifying Amendments?

 

Yes. The Majority Shareholder controlled by Ross DiMaggio (the Company’s Chief Executive Officer, Principal Financial Officer, Treasurer, Secretary and sole director) and by David Unger, is the owner of 10,000,000 shares of Preferred Stock, par value $0.000001 per share (the “Preferred Stock”) convertible into a total of 300,000,000 shares of common stock. Currently the Company does not have sufficient authorized common stock for all of the Preferred Stock to convert into common stock. Following the effectiveness of the Amended and Restated Certificate of Incorporation, the Company would have sufficient number of shares of authorized common stock for all of the Preferred Stock to be converted should the Majority Shareholder choose to do so.

 

No Dissenters’ Rights

 

Neither the NJBCA nor our Certificate of Incorporation provide our shareholders with dissenters’ rights in connection with any of the matters approved by our Majority Shareholder. This means that no shareholder is entitled to receive any cash or other payment as a result of, or in connection with the Amended and Restated Certificate of Incorporation, even if a shareholder has not been given an opportunity to vote.

 

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RATIFICATION OF AMENDMENTS TO THE CERTIFICATE OF INCORPORATION

 

Background and Reasons for the Ratification

 

On July 23, 2021, the Board and the Majority Shareholder holding 18,000,000 shares of common stock, or approximately 62% of outstanding common stock, the outstanding voting power, executed a written consent ratifying the following amendments to the Certificate of Incorporation (each a “Prior Amendment” and together, the “Prior Amendments”): 

 

(i)the amendment to increase the number of authorized shares of the Company from 1,000,000 shares to 6,000,000 shares filed with the New Jersey Secretary of State on March 25, 1991;

 

(ii)the amendment to change the name of the Company from Donald Utz Engineering, Inc. to Utz Engineering, Inc. filed with the New Jersey Secretary of State on April 3, 1991;

 

(iii)the amendment to provide that the Board shall be classified filed with the New Jersey Secretary of State on April 3, 1991;

 

(iv)the amendment to change the number of directors comprising the Board from three to two filed with the New Jersey Department of Treasury on July 11, 2001;

 

(v)the amendment to change the name of the Company from Utz Engineering, Inc. to Utz Technologies, Inc. filed with the New Jersey Department of Treasury on January 17, 2002;

 

(vi)the amendment to declassify the Board and change the number of directors comprising the Board from two to three filed with the New Jersey Department of Treasury on February 3, 2003;

 

(vii)the amendment to change the name of the Company from Utz Technologies, Inc. to PhoneBrasil International, Inc. filed with the New Jersey Department of Treasury on May 22, 2007;

 

(viii)the amendment to increase the number of authorized shares of the Company from 6,000,000 shares to 30,000,000 shares filed with the New Jersey Department of Treasury on May 22, 2007; and

 

(ix)

the Restated Certificate of Incorporation, as corrected by a Certificate of Correction filed on January 19, 2021, provides that the Company shall be authorized to issue 310,000,000 shares of stock, par value $0.000001 per share, and to authorize the issuance of 10,000,000 shares of preferred stock, par value $0.000001 per share, with each share of preferred stock convertible into 30 shares of common stock. It was filed with the New Jersey Department of Treasury on September 30, 2020. As stated above, the circumstances surrounding the approval of the 2020 Amendment are unclear so we are seeking the ratification of the 2020 Amendment if required and providing the required notice under New Jersey law, which requires prompt notice and under the Exchange Act Rules which require notice of shareholder action taken outside of a meeting.

 

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The Prior Amendments are attached hereto as Appendix A and the 2020 Amendment is attached separately as Appendix B. Other than as stated in the Prior Amendments and the 2020 Amendment, the corporate records of the Company currently do not contain evidence such as Board and shareholder minutes or consents of the approval of the Prior Amendments or the 2020 Amendment by the Board or the shareholders of the Company.

 

Purpose of the Ratification

 

Except for the 2020 Amendment, the Prior Amendments date back to the early 1990s and any Board and shareholder records approving the corporate actions are unavailable. The Company expects that it will in the future need clearance from the Financial Industry Regulatory Authority (“FINRA”) for one or more corporate actions, and may be required to provide evidence of Board and shareholder approvals in connection with obtaining such clearance. The Company has encountered difficulties in getting information from and filing documents with the New Jersey Department of Treasury. Effecting the Ratification of Prior Amendments, including the 2020 Amendment, at this time would allow the Company to avoid delays related to the shareholder approval process if FINRA requests copies of the consents. Of course, ratification of the 2020 Amendment is needed since we increased our authorized common stock beyond the 30,000,000 shares of authorized common stock prior to that time and added the preferred stock authorization. Ratification removes any uncertainties arising from the adoption of the 2020 Amendment.

 

Effective Date

 

The Ratification, including the 2020 Amendment to the extent it requires approval, will not become effective until 20 calendar days from the date this Information Statement is mailed to our shareholders.  

 

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APPROVAL OF AN AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

1.Authorized Common Stock Increase from 300,000,000 shares to 1,650,000,000 Shares

 

On July 23, 2021, the Board of Directors of the Company and the Majority Shareholder approved an Amended and Restated Certificate of Incorporation of the Company which included among other things a provision pursuant to which the number of shares of common stock the Company is authorized to issue shall be increased from 300,000,000 shares to 1,650,000,000 shares.

 

Background and Reasons for the Authorized Common Stock Increase

 

Under our Certificate of Incorporation, the Company is currently authorized to issue up to 300,000,000 shares of common stock, par value $0.000001 per share, and 10,000,000 shares of Preferred Stock, par value $0.000001 per share. As of the close of business on the Record Date, there were (i) 29,034,000 shares of common stock and (i) 10,000,000 shares of Preferred Stock issued and outstanding. Each share of Preferred Stock is convertible into 30 shares of common stock.

 

The Company continues to negotiate with Mikab Corporation (“Mikab”) and Novation Enterprises, LLC a proposed reverse merger via a share exchange in which the shareholders of Mikab would acquire control of the Company, as previously disclosed in the Company’s Current Report on Form 8-K filed on June 4, 2021 (the “Share Exchange”). There is no assurance that the Share Exchange will be completed. As the Company is a shell company with no assets or material liabilities, if the Share Exchange does not close, the Company expects to continue to seek new business opportunities or to engage in a merger or acquisition.

 

The closing of the Share Exchange is not conditioned on effecting the Authorized Common Stock Increase or any other corporate action which is the subject matter of this Information Statement.

 

In order to permit the Company to have sufficient authorized common stock for issuance of the outstanding Preferred Stock, to raise capital or issue its common stock for other business purposes, the Company needs to increase the number of shares of its authorized common stock for issuance under its Certificate of Incorporation. As a result of the increase in authorized common stock, the Company will be able to issue shares from time-to-time as may be required for proper business purposes, such as raising additional capital for ongoing operations, establishing strategic relationships with corporate partners, acquiring businesses and providing equity incentives to employees.

 

If the Authorized Common Stock Increase is effected, we will have a total of 1,650,000,000 shares of authorized common stock, with 29,034,000 shares of common stock issued and outstanding, and 300,000,000 shares reserved for issuance upon conversion of the outstanding Preferred Stock, leaving a balance of 1,320,966,000 shares of common stock authorized and not reserved for any specific purpose.

 

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Purpose of the Authorized Common Stock Increase

 

The Board believes it to be in the best interest of the Company to increase the number of shares of common stock the Company is authorized to issue in order to give the Company greater flexibility in completing an acquisition and addressing its future general corporate needs, including, but not limited to, the offer and sale of common stock in one or more registered public offerings, or private placements, and issuance of shares of capital stock in strategic transactions. The Board believes that additional authorized shares of capital stock will enable the Company to take timely advantage of market conditions and favorable financing and acquisition opportunities that may become available to the Company. The authorized but unissued shares of common stock will be issued at the direction of the Board, without shareholder approval unless required by applicable law.

 

Rights of Additional Authorized Shares of Common Stock

 

Any newly authorized shares of common stock will have the same rights as the shares of common stock now authorized and outstanding. The Authorized Common Stock Increase will not affect the rights of current holders of common stock, none of whom have preemptive or similar rights to acquire the newly authorized shares.

 

Potential Future Issuances of Common Stock

 

The Board has no current plans to issue any additional shares of common stock following the effectiveness of the Amended and Restated Certificate of Incorporation.

 

Potential Adverse Effects of the Authorized Common Stock Increase

 

Effectiveness of the Amended and Restated Certificate of Incorporation to effect the Authorized Common Stock Increase alone will not have any immediate dilutive effect on the proportionate voting power or other rights of the Company’s existing shareholders. However, any issuance of common stock at the direction of the Board in the future, generally without obtaining shareholder approval (unless specifically required by applicable law) may, among other things, result in dilution to our shareholders at the time such additional shares are issued. Both, the proposed share exchange or another acquisition can be closed without the approval of the Company’s shareholders.

 

Additionally, an increase in the number of authorized shares of common stock may make it more difficult to, or discourage an attempt to, obtain control of the Company by means of a takeover bid that the Board determines is not in the best interest of the Company and its shareholders. However, the Board does not deem the proposed Common Stock Increase as an anti-takeover measure.

 

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2.The Right of the Board of Directors to Designate the Number of Shares of Any Series of Preferred Stock and Determine the Relative Rights, Preferences and Limitations of Preferred Stock without Shareholder Approval

 

Background and Reasons for the Amendment

 

The NJBCA provides that the determination of the designation and the number of shares of any class or series, the determination of the relative rights, preferences and limitations of the shares of any class or series, and any or all of such divisions and determinations may be made by action of the board of directors without shareholder approval if the Certificate of Incorporation authorizes the board of directors to make such divisions and determinations.

 

Under our Certificate of Incorporation, the Company is currently authorized to issue up to 10,000,000 shares of Preferred Stock.

 

On September 30, 2020, the Company filed with the New Jersey Department of State the Restated Certificate of Incorporation (the “Restated Certificate”) to (i) increase the authorized common stock from 30,000,000 shares to 300,000,000 shares, as later corrected by a certificate of correction, and (ii) authorize the Company to issue up to 10,000,000 shares of Preferred Stock convertible into common stock at the conversion ratio of 30 shares of common stock for one share of Preferred Stock. The provision regarding the right of the Board to designate the number of shares and determine the relative rights, preferences, and limitations of the shares of any class or series of Preferred Stock without the need for shareholder approval was inadvertently omitted from the Restated Certificate.

 

Purpose of the Amendment

 

The Board deems it to be in the best interest of the Company to correct the inadvertent omission in the Certificate of Amendment by authorizing the Board to designate the number of shares and determine the relative rights, preferences, and limitations of the shares of any class or series of Preferred Stock without the need for shareholder approval. This would allow the Company to save the future legal fees and costs of mailing in connection with designating any series of Preferred Stock.

 

3.Procedure for the Approval of Amendments to the Certificate of Incorporation Related Solely to the Terms of One or More Series of Outstanding Preferred Stock

 

Background and Reasons for the Amendment

 

Section 4(c)(3) of the Amended and Restated Certificate of Incorporation provides that, except to the extent required by applicable law, the holders of the Company’s common stock shall not be entitled to vote on the approval of any amendment to the Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected Preferred Stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the amended and restated Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock).

 

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As of the Record Date, the Company had 10,000,000 shares of Preferred Stock outstanding. While the Company does not believe it is likely the failure to give any required notice affects the validity of the Preferred Stock, the Board has ratified and approved its issuance following expiration of the 20 day period.

 

Following the effectiveness of the Amended and Restated Certificate of Incorporation, if the Company wishes to amend the terms of any outstanding Preferred Stock, in order to be approved such amendment or amendments will only need the approval of the majority in voting power of the outstanding Preferred Stock sought to be amended unless otherwise provided.

 

The Purpose of the Amendment

 

The Board deems it to be in the best interest of the Company to amend the Certificate of Incorporation by adding the provision regarding the vote required for the approval of any amendment to the Certificate of Incorporation (including any Certificate of Designation relating to any series of preferred stock) that relates solely to the terms of one or more outstanding series of Preferred Stock.

 

Effective Date

 

The Amended and Restated Certificate of Incorporation will not become effective until 20 calendar days from the date this Information Statement is mailed to our shareholders.  Upon the expiration of the 20 calendar day period, we anticipate filing the Amended and Restated Certificate of Incorporation at such time as management deems appropriate. A form of the Amended and Restated Certificate of Incorporation is attached as Appendix C.

 

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Voting Securities and Principal Holders Thereof

 

The following table sets forth as of the Record Date, certain information known to us with respect to the beneficial ownership of the Company’s voting securities by (i) each person who is known by us to own of record or beneficially own more than 5% of the outstanding common stock, (ii) each of the Company’s directors and executive officers, and (iii) all of the Company’s directors and its executive officers as a group. Unless otherwise specified in the notes to this table, the address for each person is: c/o PhoneBrasil International, Inc., 3001 PGA Boulevard, Suite 305, Palm Beach Gardens, FL 33410, Attention: Corporate Secretary.

 

Title of Class 

Beneficial

Owner

 

Amount of

Beneficial

Ownership (1)

  

Percent

Beneficially

Owned (1)

 
Named Executive Officers and Directors:           
Common Stock  Ross DiMaggio (2)   318,000,000(3)   96.65%
              
Officers and Directors as a group (1 person)             
Common Stock      318,000,000(3)   96.65%
              
5% Shareholders:             
Common Stock  DR Shell, LLC (2)   318,000,000(3)   96.65%
Common Stock  Anderson A. Dias (4)   6,500,000    22.39%

   

 

(1)Applicable percentages are based on 29,034,000 shares of common stock outstanding as of the Record Date according to the records of Worldwide Stock Transfer, LLC, the Company’s transfer agent. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants, convertible notes and convertible preferred stock currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. The table includes shares of common stock, and preferred stock exercisable or convertible into common stock and vested or vesting within 60 days. Unless otherwise indicated in the footnotes to this table, we believe that each of the shareholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them.

 

(2)Mr. DiMaggio is the Chief Executive Officer, the Principal Financial Officer, and the sole director of the Company. Mr. DiMaggio and David Unger are the members of the Majority Shareholder and share the investment and voting power with respect to the shares of common stock owned by the Majority Shareholder.

 

(3)

Consists of (i) 18,000,000 shares of common stock, and (ii) 300,000,000 shares of common stock issuable upon conversion of the outstanding shares of Preferred Stock (assuming the Authorized Common Stock Increase is effected within 60 days from the Record Date), in each case owned by DR Shell LLC, of which Mr. DiMaggio is the manager. Without giving effect to the Authorized Common Stock Increase, only up to 270,966,000 shares of common stock may be issued upon conversion of the outstanding shares of Preferred Stock.

 

(4)Address is 3403 NW 82nd Ave. Ste. 104, Doral, FL 33122. Based upon a shareholders list dated July 20, 2021.

 

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Delinquent Section 16(a) Reports

 

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who own more than 10% of the Company’s Common Stock to file initial reports of ownership and changes in ownership of the Company’s Common Stock with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the forms furnished to us none of Company’s directors, executive officers, and persons who own more than 10% of the Company’s common stock failed to comply with Section 16(a) filing requirements, except the Form 3 for Mr. David Lazar, our former Chief Executive Officer, and Form 4 for Mr. Lazar, reporting the sale of the Company’s common stock and Preferred Stock to our Majority Shareholder were not filed.

 

Where You Can Find More Information

 

We are an Exchange Act reporting company and are required to file periodic reports on Form 10-K and 10-Q and current reports on Form 8-K. The SEC maintains a website that contains information we file electronically with the SEC, which you can access over the Internet at www.sec.gov.  

 

Delivery of Documents to Security Holders Sharing an Address

 

If you and one or more shareholders share the same address, it is possible that only one Information Statement was delivered to your address.  Any registered shareholder who wishes to receive a separate copy of the Information Statement at the same address now or in the future may call the Company at (561) 686-3307 or mail a request to receive separate copies to PhoneBrasil, Inc., 3001 PGA Boulevard, Suite 305, Palm Beach Gardens, FL 33410, Attention: Corporate Secretary, and we will promptly deliver the Information Statement to you upon your request.  Shareholders who received multiple copies of this Information Statement at a shared address and who wish to receive a single copy may direct their request to the same address.

 

  By order of the Board of Directors
   
  /s/ Ross DiMaggio
  Ross DiMaggio
  Chief Executive Officer and Director
  August 3, 2021

 

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APPENDIX A

Prior Amendments to Certificate of Incorporation 

 

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 APPENDIX B

2020 Amendment

 

 

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APPENDIX C

 

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

PHONEBRASIL INTERNATIONAL, INC. FORMERLY KNOWN

AS UTZ TECHNOLOGIES, INC.

 

PhoneBrasil International, Inc., formerly known as Utz Technologies, Inc., a corporation organized and existing under and by virtue of the provisions of the New Jersey Business Corporation Act,

 

DOES HEREBY CERTIFY:

 

1. That the name of this corporation is PhoneBrasil International, Inc., and that this corporation was originally incorporated pursuant to the New Jersey Business Corporation Act on March 10, 1971 under the name Donald Utz Engineering, Inc.

 

2. That the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the corporation’s principal stockholder.

 

3. That the principal stockholder which holds approximately 62.00% of the voting power approved the proposed amendment and restatement.

 

4. The proposed amendment and restatement is as follows:

 

RESOLVED, that the Certificate of Incorporation of this corporation be amended and restated in its entirety to read as follows:

 

1. The name of the corporation is PhoneBrasil International, Inc. (the “Corporation”).

 

2. The address of the Corporation’s registered office in the State of New Jersey is 12 Christopher Way #200, Eatontown, NJ 07724. The name of its registered agent at such address is Corporate Creations Network Inc.

 

3. The nature of the business or purposes to be conducted or promoted are to engage in any lawful act or activity for which corporations may be organized under the New Jersey Business Corporation Act.

 

4. (a) The total number of shares of stock of all classes and series the Corporation shall have authority to issue is 1,660,000,000 shares consisting of (i) 1,650,000,000 shares of Common Stock, par value of $0.000001 per share, and (ii) 10,000,000 shares of Preferred Stock, par value $0.000001.

 

(b) Shares of Preferred Stock may be issued from time-to-time in one or more series, each of such series to have such terms as stated in the resolution or resolutions providing for the establishment of such series adopted by the Board of Directors (the “Board”) of the Corporation as hereinafter provided. In connection with the establishment of any such series, the Board may determine and fix the designation of and the number of shares comprising such series, and such voting powers, full or limited, or no voting powers, and such other powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated in such resolution or resolutions, all to the fullest extent permitted by the New Jersey Business Corporation Act.

 

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(c) Voting.

 

(1) Except as required by law, each share of Common Stock shall entitle the holder to one vote for each share of Common Stock held on any matter submitted to the stockholders of the Corporation for a vote or approval.

 

(2) Unless required by law, there shall be no cumulative voting. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock of the Corporation entitled to vote thereon (in addition to any vote of the holders of one or more series of Preferred Stock entitled to vote thereon) unless a different vote is required by applicable law.

 

(3) Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on the approval of any amendment to this Amended and Restated Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock.

 

5. Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board.

 

(a) Powers of the Board. In addition to the powers and authority expressly conferred upon them by applicable law or by this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation (as amended and/or restated from time to time, the “Bylaws”), the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

 

(b) Number of Directors. Except as may be provided in a resolution or resolutions of the Board providing for any series of Preferred Stock with respect to any directors elected (or to be elected) by the holders of such series and except as otherwise required by applicable law, the total number of directors constituting the Board shall be fixed from time-to-time in accordance with the Bylaws.

 

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(c) Removal of Directors. Except as may be provided in a resolution or resolutions of the Board providing for any series of Preferred Stock with respect to any directors elected (or to be elected) by the holders of such series and except as otherwise required by applicable law, the Board or any individual director may be removed from office at any time with or without cause by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors.

 

(d) Current Board. The name and mailing address of the Board member of the Corporation as of the date of this Amended and Restated Certificate of Incorporation is Ross DiMaggio, c/o Nason, Yeager, Gerson, Harris & Fumero, P.A., 3001 PGA Boulevard, Suite 305, Palm Beach Gardens, FL 33410.

 

6. Bylaws. Subject to any additional vote required by this Amended and Restated Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to adopt, repeal, alter, amend or rescind the Bylaws of the Corporation. The affirmative vote of at least a majority of the Board then in office shall be required in order for the Board to adopt, repeal, alter, amend or rescind the Corporation’s Bylaws. The stockholders shall also have power to adopt, repeal, alter, amend or rescind the Bylaws.

 

7. Stockholders’ Meetings.

 

(a) Meetings of stockholders may be held within or without the State of New Jersey, as the Bylaws may provide. The books of the Corporation may be kept outside the State of New Jersey at such place or places as may be designated from time-to-time by the Board or in the Bylaws.

 

(b) Election of directors need not be by written ballot unless the Bylaws shall so provide.

 

(c) Except as otherwise required by law, special meetings of the stockholders of the Corporation may be called only by (i) an officer of the Corporation pursuant to a resolution adopted by a majority of the Board then in office or (ii) the Chairperson of the Board.

 

8. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

9. To the fullest extent permitted by law, no director or officer of this Corporation shall be personally liable to the Corporation or its stockholders for damages for breach of any duty owed to the Corporation or its stockholders, except if and to the extent that the liability arises from a breach of duty based upon an act or omission (a) in breach of such person’s duty of loyalty to the Corporation or its stockholders, (b) not in good faith or involving a knowing violation of law, or (c) resulting in receipt by such person of an improper personal benefit. As used in this subsection, an act or omission in breach of a person’s duty of loyalty means an act or omission which that person knows or believes to be contrary to the best interests of the Corporation or its stockholders in connection with a matter in which he has a material conflict of interest. If the New Jersey Business Corporation Act or any other law of the State of New Jersey is amended after approval by the stockholders of this Section 9 to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the New Jersey Business Corporation Act or other law of the State of New Jersey as so amended. Any repeal or modification of the foregoing provisions of this Section 9 by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of, or increase the liability of any director or officer of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

 

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10. Indemnification.

 

(a) To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which the New Jersey Business Corporation Act permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 14A:3-5 of the New Jersey Business Corporation Act. Any amendment, repeal or modification of the foregoing provisions of this Section 10 shall not adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification.

 

(b) Notwithstanding the indemnification provided for by this Section 10, the Corporation’s Bylaws, or any written agreement, such indemnity shall not include any advancement of expenses incurred by such indemnitees relating to or arising from any proceeding in which the Corporation asserts a direct claim against an Indemnitee, or an Indemnitee asserts a direct claim against the Corporation, whether such claim is termed a complaint, counterclaim, crossclaim, third-party complaint or otherwise. Following the termination of any proceeding, the Corporation may provide indemnification in accordance with this Section 10, the Company’s Bylaws, any written agreement or the New Jersey Business Corporation Act.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this ___ day of August, 2021.

 

  By:  
             , Chief Executive Officer

 

 

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