PHONEBRASIL INTERNATIONAL INC : Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 3.02 Unregistered Sale of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information with respect to
the exchange of the Company's preferred stock set forth above is incorporated by
reference in this Item 3.02.



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Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information with respect to
the issuance of the Series A Preferred Stock set forth above is incorporated by
reference in this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

To the extent required by Item 5.03 of Form 8-K, the information with respect to the Amendment set forth above is incorporated by reference in this Item 5.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



                                                                                                Filed or
                                                                Incorporated by Reference       Furnished

Exhibit #                Exhibit Description                  Form       Date        Number     Herewith
   3.1        Amended and Restated Certificate of                                                 Filed
            Incorporation
   3.2        Certificate of Amendment to the Amended and                                         Filed
            Restated Certificate of Incorporation
   104      Cover Page Interactive Data File (embedded
            within the Inline XBRL document)




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