Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 3, 2021, the Board of Directors of PhoneBrasil International, Inc. (the "Company") approved amended and restated bylaws (the "Bylaws") of the Company effective immediately. The Bylaws are filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On September 3, 2021, the Board of Directors of the Company approved the Company's Code of Ethics. The Code of Ethics is filed as Exhibit 14.1 to this Current Report on Form 8-K.

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 Bylaws                                                      Filed
  14.1        Code of Ethics                                                                   Filed
   104      Cover Page Interactive Data File (embedded
            within the Inline XBRL document)




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