UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
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
DC
BRANDS 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
4. Proposed
maximum aggregate value of transaction
5. Total
fee paid
☐
Check
box if any party 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.
DC
BRANDS INTERNATIONAL, INC.
1685
S Colorado Blvd, Unit S291
Denver,
CO 80222
(720)
281-7143
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
To the Stockholders
of DC Brands International, Inc.:
This
Information Statement is furnished to the stockholders of DC Brands International, Inc., a Colorado corporation (“DC Brands”
or the “Corporation”), in connection with our prior receipt of approval by written consent, in lieu of a special
meeting, of the holder of a majority of our voting power authorizing the board of directors of DC Brands, to effectuate a reverse
stock split (the “Stock Split”) of the issued and outstanding shares of common stock on 1 for 100 basis. On
July 31, 2014, DC Brands obtained the approval of the Stock Split by written consent of the majority stockholder that is the record
owner of 201,000,000 shares of common stock, and 91,111 shares of Series A preferred stock which represents 19,415,792,601 votes
or approximately 62.60% of the voting power as of July 31, 2014. The Stock Split cannot be effectuated until 20 days
after the mailing of this Information Statement and the filing of an amendment to DC Brands’ Articles of Incorporation with
the Secretary of State of the State of Colorado.
DC
BRANDS IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO NOT SEND A PROXY.
Because the written consent of
the holders of a majority of our voting power satisfies all applicable stockholder voting requirements, we are not asking for
a proxy: please do not send us one.
Only
stockholders of record at the close of business on July 31, 2014 (the “Record Date”) shall be given a copy of the
Information Statement. The date on which this Information Statement will be sent to stockholders will be on or about August
15, 2014.
The
accompanying information statement is for information purposes only. Please read it carefully.
By Order
of the Board of Directors
Robert Armstrong
Chief Financial
Officer
This
information statement is being furnished to all holders of the common stock of DC Brands in connection with the proposed action
by Written Consent to authorize the board of directors to carry out the Stock Split of the common stock of the Corporation.
ITEM
1.
INFORMATION STATEMENT
This
information statement is being furnished to all holders of the common stock of DC Brands, in connection with resolutions of the
Board of Directors and the written consent of the holder of 62.60% of the voting rights of the stockholders of DC Brands. The
board of directors hereby provides public notice of the approval and authorization to effectuate the Stock Split of the common
stock of the Corporation, as approved by the written consent of the holder of 62.60% of the voting rights of the stockholders
of DC Brands.
The
Board of Directors has unanimously approved the Stock Split and a person owning a majority of the outstanding voting securities
of DC Brands, has adopted, ratified and approved the proposed actions. No other votes are required or necessary to effectuate
the proposed actions. See the caption "Vote Required for Approval" below. Such action by our stockholder will
be effective 20 calendar days after the date this Information Statement is first mailed to our stockholders and after the filing
of required amendment to the articles of incorporation with the Colorado Secretary of State's office.
The
Quarterly Report on Form 10-Q for quarterly periods ended March 31, 2014, and the Annual Report on Form 10-K for the year ended
December 31, 2013, and any reports on Form 8-K filed by DC Brands during the past year with the Securities and Exchange Commission
may be viewed on the Securities and Exchange Commission’s website at www.sec.gov in the Edgar Archives. DC Brands is presently
current in the filing of all reports required to be filed by it. See the caption “Where You Can Find More Information,”
below.
GRANT
AUTHORITY TO THE BOARD OF DIRECTORS TO CONDUCT A 1 for 100 SHARE STOCK SPLIT OF DC BRANDS’ COMMON STOCK.
Purpose:
DC Brands’ board has unanimously adopted a resolution seeking stockholder approval to authorize the Board to effectuate
a reverse stock split. The Stock Split would reduce the number of outstanding shares of our common stock. The board has determined
that it would be in the Corporation’s best interest to conduct a reverse stock split of its common stock on up to a 1 for
100 basis and has received the consent of the holder of a majority of the voting power of the Corporation’s securities to
authorize the board to conduct such a reverse stock split.
The primary
purposes of the Stock Split are to accomplish the following:
a) increase
the per share price of the common stock to help maintain the interest of the markets;
b) reduce
the number of outstanding shares of common stock to a level more consistent with other public companies with a similar anticipated
market capitalization;
c)
provide the management of DC Brands with additional flexibility to issue shares to facilitate future stock acquisitions and financing
for DC Brands without the delay and expense of holding a special meeting of stockholders.
For
the above reasons, the Board of Directors believes that the Stock Split is in the best interest of DC Brands and its stockholders. There
can be no assurance, however, that the Stock Split will have the desired benefits.
The
board believes that the Stock Split would provide for the combination of the presently issued and outstanding shares of common
stock into a smaller number of shares of identical common stock. The Stock Split would affect all common stockholders
uniformly. This process that is known as a reverse stock split, would take 100 shares of the presently issued and outstanding
common stock on the effective date of the amendment to the articles of incorporation that would carry out the reverse stock split
and convert those shares into one share of the post-reverse stock split common stock. The conversion rate of all securities
convertible into common stock would be proportionately adjusted.
The
board has indicated that fractional shares will not be issued. Instead, DC Brands will issue one full share of the
post-reverse stock split common stock to any stockholder who would have been entitled to receive a fractional share as a result
of the process. Each stockholder will hold the same percentage of the outstanding common stock immediately following
the Stock Split as that stockholder did immediately prior to the Stock Split, except for minor adjustment as a result of the additional
shares that will need to be issued a result of the treatment of fractional shares.
For
the above reasons, the board believes that the Stock Split is in the best interest of DC Brands and its stockholders. There
can be no assurance, however, that the Stock Split will have the desired benefits. The board has no immediate plans, understandings,
agreements or commitments to issue additional shares of common stock for any purpose other than upon conversion of currently outstanding
securities, in accordance with their terms.
Effects:
The Stock Split will be effected by filing an amendment to the Corporation’s Articles of Incorporation with the Colorado
Secretary of State’s office and will become effective upon such filing and final approval of the board of directors of the
Corporation. The actual timing of any such filing will be made by the board of directors based upon its evaluation
as to when the filing will be most advantageous to the Corporation and its stockholders.
DC
Brands is currently authorized to issue 30,000,000,000 shares of its common stock of which 6,093,359,427 shares are currently
issued and outstanding and 25,000,000 shares of preferred stock are authorized of which (i) 100,000 are designated as Series A
preferred stock and 91,111 shares of Series A preferred stock are outstanding (ii) 2,500 are designated Series B preferred stock
and 106 shares of Series B preferred stock are outstanding. (iii) 35,000 are designated Series C preferred stock and
1,641shares of Series C preferred stock are outstanding; (iv) 91,111 are designated Series D preferred stock and 44,663 shares
of Series D preferred stock are outstanding; (v) 10,000 are designated Series E preferred stock and 2,737 shares of Series E preferred
stock are outstanding; (vi) 5,500 are designated Series F preferred stock and 5,500 shares of Series F preferred stock are outstanding
and (vii) 6,000 are designated Series G preferred stock and 6,000 shares of Series G preferred stock are outstanding. If all of
the outstanding shares of preferred stock and outstanding convertible debt were to convert to common shares, we would be required
to issue in excess of 17,000,000,000 shares of common stock which would far exceed our number of authorized shares of common stock.
The
outstanding shares of Series A preferred stock are entitled to vote 51.25% of the outstanding common stock.
Each share of
Series B preferred stock is nonvoting but is convertible into .075% of the outstanding common shares at the time of conversion.
The Class C Preferred Stock has no voting rights and is convertible at any time after the 13 th month after the date of its issuance
into such number of shares of common stock of the Company as shall equal 1% of the outstanding common shares on the date of conversion
divided by 1,000.
The
Class D Preferred Stock has no dividend, conversion or voting rights. The Class D Preferred Stock is entitled to a liquidation
preference equal to 40% of the proceeds of any sale of shares of common stock, a liquidation or winding up, the sale of the Series
A Preferred.
The
Class E Preferred Stock has no liquidation or voting rights. The Class E Preferred Stock is entitled to a 10.25% dividend that
is payable quarterly. The Class E Preferred Stock is convertible at any time into such number of shares of common stock of the
Company as shall equal 2.5% of the outstanding common shares on the date of conversion divided by 1,000.
The
Class F Preferred Stock has no dividend, liquidation or voting rights. The Class F Preferred Stock is convertible at any time
into such number of shares of common stock of the Company as shall equal 1.0% of the outstanding common shares on the date of
conversion divided by 1,000. The Company has the right to redeem the Class F Preferred at a redemption price of $286.86 per share.
The
Class G Preferred Stock has no dividend, liquidation or voting rights. The Class G Preferred Stock is convertible at any time
into such number of shares of common stock of the Company as shall equal 1.0% of the outstanding common shares on the date of
conversion divided by 1,000. The Company has the right to redeem the Class F Preferred at a redemption price of $1,250 per share.
Currently,
a stockholder holding 201,000,000 shares of common stock and all of the outstanding shares of Series A preferred stock 62.60%
of the voting rights has consented in writing to the proposal. A reverse stock split on a 1 for 100 basis would reduce
the number of issued and outstanding shares of common stock to approximately 60,933,594, but will not reduce the number of preferred
shares outstanding or authorized shares of common stock. Although the number of shares into which the Series B, E, F and
G preferred stock is convertible will be reduced, the percentage of the outstanding common shares into which the Series B preferred
stock will be convertible will not change. The outstanding shares of Series A preferred stock are currently entitled and after
the Stock Split will remain entitled to vote 51.25% of the outstanding common stock.
The
Stock Split will affect all common holders uniformly and will not have any effect on the stated par value of the common stock.
The
effect of the Stock Split upon existing stockholders of the common stock will be that the total number of shares of DC Brands’
common stock held by each stockholder will automatically convert into the number of whole shares of common stock equal to the
number of shares of common stock owned immediately prior to the Stock Split divided by 100, with an adjustment for any fractional
shares. (Fractional shares will be rounded up into a whole share). If acted upon by the Corporation’s board of
directors, the consent by the majority stockholder reported herein, would result in each stockholder’s percentage ownership
interest in the Corporation and proportional voting power will remain virtually unchanged on the date that the split is effectuated,
except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights
and privileges of the holders of shares of common stock will be substantially unaffected by the Stock Split. All issued
and outstanding options, warrants, and convertible debt securities would be appropriately adjusted for the Stock Split automatically
on the effective date of the Stock Split.
The
Stock Split may also result in some stockholders holding “odd lots” of less than 100 shares of common stock. Brokerage
commissions and other costs of transactions in odd lots may be higher, particularly on a per-share basis, than the cost of transactions
in even multiples of 100 shares.
As
a result of the proposal to conduct the Stock Split, DC Brands will have more authorized shares available for issuance than it
currently has available and therefore, there is a significant risk of stockholder value represented by the common stock being
diluted. The proposed Stock Split creates a risk that current stockholders of the common stock will see the value of
those shares diluted through the issuance of additional authorized but currently unissued shares. The current net tangible
book value per share would be diluted if additional shares are issued without an increase taking place in the net book value of
the assets of DC Brands. The current book value of shares held by existing stockholders would not be maintained in
the event additional shares are issued. The Stock Split will reduce the number of outstanding shares of common stock
to approximately 60,933,594 however the authorized shares will remain at 30,000,000,000 and the issuance of the remaining 29,939,0066,406
would have a material dilutive effect upon existing stockholders.
Because
the Stock Split results in an increase in the number of authorized but unissued shares of our common stock, it may be construed
as having an anti-takeover effect. Although the Stock Split is not being undertaken for this purpose, in the future
the Board of Directors could, subject to its fiduciary duties and applicable law, use the increased number of authorized but unissued
shares to frustrate persons seeking to take over or otherwise gain control of our Corporation by, for example, privately placing
shares with purchasers who might side with the Board of Directors in opposing a hostile takeover bid. Such use of
our common stock could render more difficult, or discourage, an attempt to acquire control of our Corporation if such transactions
were opposed by the Board of Directors.
After
the taking of any action to conduct the Stock Split there is not a requirement that stockholders obtain new or replacement share
certificates. Each of the holders of record of shares of DC Brands’ common stock that is outstanding on the effective
date of the Stock Split may contact DC Brands’ transfer agent to exchange the certificates for new certificates representing
the number of whole shares of post-reverse stock split common shares into which the existing shares have been converted as a result
of the Stock Split.
EXISTING
CERTIFICATES SHOULD NOT BE SENT TO THE CORPORATION OR THE TRANSFER AGENT BEFORE THE EFFECTIVE DATE OF THE FILING OF THE PROPOSED
MOVE.
Unless
and until the stockholder forwards a completed letter of transmittal, together with certificates representing such stockholder's
shares of DC Brands common stock to the transfer agent and receives in return a new certificate representing shares of DC Brands
common stock, such stockholder's existing common stock shall be deemed equal to the number of shares of DC Brands common stock
to which such stockholder is entitled as a result of the move.
CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion describes certain material federal income tax considerations relating to the proposed Stock Split. This discussion
is based upon the Internal Revenue Code, existing and proposed regulations thereunder, legislative history, judicial decisions,
and current administrative rulings and practices, all as amended and in effect on the date hereof. Any of these authorities could
be repealed, overruled, or modified at any time. Any such change could be retroactive and, accordingly, could cause the tax consequences
to vary substantially from the consequences described herein. No ruling from the Internal Revenue Service (the "IRS")
with respect to the matters discussed herein has been requested, and there is no assurance that the IRS would agree with the conclusions
set forth in this discussion.
This
discussion may not address federal income tax consequences that may be relevant to particular stockholders in light of their personal
circumstances or to stockholders who may be subject to special treatment under the federal income tax laws. This discussion also
does not address any tax consequences under state, local or foreign laws.
STOCKHOLDERS
ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCE OF THE MOVE FOR THEM, INCLUDING THE APPLICABILITY
OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION.
The
Stock Split is intended to be a tax-free recapitalization to the Corporation and its stockholders. Stockholders will not recognize
any gain or loss for federal income tax purposes as a result of the Stock Split. The holding period for shares of common stock
after the Stock Split will include the holding period of shares of common stock before the Stock Split, provided, that such shares
of common stock are held as a capital asset at the effective date of the amendment. The aggregate adjusted basis of the shares
of common stock after the Stock Split will be the same as the adjusted basis of the shares of common stock before the Stock Split.
DC
Brands believes that the foregoing addresses the material United States federal income tax consequences of the Stock Split to
stockholders. The opinion is based upon the Code, applicable Treasury Regulations, judicial decisions and current administrative
rulings, all of which are subject to change with retroactive effect. The tax consequences to stockholders of the Stock Split may
be affected by their particular circumstances and by the applicability to them of one or more special rules like those which apply
to dealers in securities, foreign persons, mutual funds, insurance companies and persons who do not hold their shares as capital
assets. Therefore, DC Brands urges stockholders to consult their own tax advisors concerning the effect of the Stock Split upon
them, including the effect of any state, local or other tax to which they may be subject. An opinion of tax counsel will not be
provided to stockholders.
QUESTIONS
AND ANSWERS REGARDING THE PROPOSAL AUTHORIZING THE BOARD TO CONDUCT THE PROPOSED MERGER.
Q. WHY
IS APPROVAL SOUGHT FOR THE PROPOSED STOCK SPLIT OF THE COMMON STOCK ON A 1 for 100 BASIS?
A.
The Board of Directors seeks approval of the Stock Split. It is the expectation of the Board
of Directors that the Stock Split would increase the market price of the resulting common stock and thus maintain a higher level
of market interest in the shares, provide additional flexibility to management with regard to the issuance of shares and maintaining
the proper market capitalization of DC Brands. The Board of Directors believes that the Stock Split will enhance DC
Brands’ flexibility with regard to the ability to issue common stock for fulfillment of its current obligations as well
as for proper corporate purposes that may be identified from time to time, such as financing, acquisitions, compensation of employees,
the establishment of strategic business relationships with other companies or the expansion of DC Brands’ business or product
lines through the acquisition of other businesses or products.
Q. HAS
THE BOARD OF DIRECTORS APPROVED THE PROPOSAL TO CONDUCT THE PROPOSED STOCK SPLIT?
A. The
sole member of the Board of Directors have approved the proposal to authorize the board to effectuate the Stock Split of the common
stock as is in the best interest of DC Brands and the best interest of the current stockholders of DC Brands.
Q.
WILL THE PROPOSED STOCK SPLIT RESULT IN ANY TAX LIABILITY TO ME?
A. The
proposed Stock Split is intended to be tax free for federal income tax purposes.
Q.
WHAT VOTE OF THE STOCKHOLDER WILL RESULT IN THE PROPOSAL BEING PASSED?
A.
To approve the proposal, the affirmative vote of a majority of the voting rights of the common stock and
other shares holding voting rights is required. Consents in favor of the proposal have already been received from stockholders
holding a majority of the voting securities of DC Brands.
Q.
WHO IS PAYING FOR THIS INFORMATION STATEMENT?
A. DC
Brands will pay for the delivery of this information statement.
Q.
WHOM SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
A:
Robert Armstrong, Chief Financial Officer of DC Brands International, Inc., 1685 S Colorado Blvd, Unit
S291, Denver, Colorado 80222, telephone: (720) 281-7143.
VOTE
REQUIRED FOR APPROVAL
The
Board of Directors of DC Brands have adopted, ratified and approved the proposal to authorize the Stock Split and a stockholder
of the Corporation holding a majority of the voting power on the Record Date have approved the proposed Stock Split.
DISSENTER'S
RIGHTS OF APPRAISAL
The
Colorado Revised Statutes (the “Colorado Law”) do not provide for dissenter's rights in connection with the proposed
amendment of the Articles of Incorporation to effectuate a reverse stock split.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
The
Board of Directors fixed the close of business on July 31, 2014 as the record date for the determination of the common stockholders
entitled to notice of the action by written consent.
As
of July 31, 2014, DC Brands had issued and outstanding 6,093,359,427 shares of common stock, 91,111 shares of Series A Preferred
Stock,. A Stockholder holding a controlling interest equaling not less than fifty percent (50%) of voting rights of the securities
of DC Brands, as of the record date has consented to the action required to carry the proposed Stock Split.
SECURITY
OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT STOCKHOLDERS
The
following table sets forth certain information concerning the ownership of DC Brands' common stock as of July 31, 2014, with respect
to: (i) each person known to DC Brands to be the beneficial owner of more than five percent of DC Brands' common stock; (ii) all
directors; and (iii) directors and executive officers of DC Brands as a group. The following table also sets forth information
concerning the ownership of the Series A preferred stock which is the only other class of voting stock. The outstanding shares
of Series A preferred stock are entitled to vote 51.25% of the outstanding common stock. The notes accompanying the information
in the table below are necessary for a complete understanding of the figures provided below. As of August 1, 2014, there
were 6,093,359,427 shares of common stock issued and outstanding, 91,111 shares of Series A preferred stock issued and outstanding,
which preferred shares had the right to vote 51.25% of the outstanding voting power of DC Brands.
Title
of Class
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|
Name
and Address of
Beneficial Owner
|
|
Amount
and Nature of Beneficial Owner
|
|
Percent
of Class
|
|
|
|
|
|
|
|
Common
Stock
|
|
Robert
H. Armstrong, C.F.O. and Acting CEO and c/o DC Brands International, Inc. 1685 S Colorado Blvd. Unit S291 Denver, Colorado
80222
|
|
19,415,792,601
|
|
62.60%
|
(1)
|
201,000,000
shares of common stock and 91,111 shares of Series A preferred stock which represents 19,415,792,601 votes or approximately
62.60% of the voting power as of July 31, 2014
|
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any
other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the proposed move or in any
action covered by the related resolutions adopted by the Board of Directors, which is not shared by all other stockholders.
FORWARD-LOOKING
STATEMENTS
This
information statement may contain certain “forward-looking” statements (as that term is defined in the Private Securities
Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission in its rules, regulations and releases) representing
our expectations or beliefs regarding our company. These forward-looking statements include, but are not limited to, statements
concerning our operations, economic performance, financial condition, and prospects and opportunities. For this purpose, any statements
contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as “may,” “will,” “expect,” “believe,”
“anticipate,” “intend,” “could,” “estimate,” “might,” or “continue”
or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These
statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual
results may differ materially depending on a variety of important factors, including factors discussed in this and other of our
filings with the U.S. Securities and Exchange Commission.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance
with the Securities Exchange Act, we file periodic reports, documents, and other information with the Securities and Exchange
Commission relating to our business, financial statements, and other matters. These reports and other information may be inspected
and are available for copying at the offices of the Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549.
Our SEC filings are also available to the public on the SEC’s website at
http://www.sec.gov
.
INCORPORATION
OF FINANCIAL INFORMATION
We
“incorporate by reference” into this Information Statement the information in certain documents we file with the SEC,
which means that we can disclose important information to you by referring you to those documents. We incorporate by reference
into this information statement the following documents we have previously filed with the SEC: including our Form 10-K annual
report for the year ended December 31, 2013 and quarterly reports on Form 10-Q for the past quarters ended March 31, 2014, any
reports on Form 8-K or other forms which have been filed with the Securities and Exchange Commission are incorporated herein by
reference. All of these forms may be accessed through the EDGAR archives, at www.sec.gov.
Only
one information statement is being delivered to multiple stockholders sharing an address, unless we have received contrary instructions
from one or more of the stockholders. We will undertake to deliver promptly upon written or oral request a separate copy of the
information statement to a stockholder at a shared address to which a single copy of the information statement was delivered.
You may make a written or oral request by sending a written notification to our principal executive offices at 1685 S Colorado
Blvd, Unit S291, Denver, Colorado 80222 stating your name, your shared address, and the address to which we should direct the
additional copy of the information statement or by calling our principal executive offices. If multiple stockholders sharing an
address have received one copy of this information statement and would prefer us to mail each stockholder a separate copy of future
mailings, you may send notification to or call our principal executive offices. Additionally, if current stockholders with a shared
address received multiple copies of this information statement and would prefer us to mail one copy of future mailings to stockholders
at the shared address, notification of that request may also be made by mail or telephone call to our principal executive offices.
Dated: August
12, 2014
By
Order of the Board of Directors
/s/
Robert Armstrong
|
|
Robert
Armstrong,
Chief
Financial Officer
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APPENDICES
Exhibit
A-Written Consent of the Majority Stockholder
Exhibit
B- Articles of Amendment
Exhibit
A
STATEMENT
OF ACTION
BY
WRITTEN CONSENT OF THE
MAJORITY
STOCKHOLDER OF
DC
BRANDS INTERNATIONAL, INC.
The
undersigned, being the majority stockholder of DC Brands International, Inc., a Colorado corporation (the "Corporation"),
and acting hereunder without the convening of a formal meeting pursuant to Section 7-107-104 of the Colorado Revised Statutes,
does hereby consent in writing to and adopt the following resolutions:
WHEREAS
,
the Board of Directors of the Corporation has determined that it is in the best interests of the Corporation to effectuate 1 for
100 reverse stock split of the Corporation’s common stock, without reducing the number of authorized shares or any other
class of stock outstanding.
RESOLVED
,
THEREFORE,
that a 1 for 100 reverse stock split of the Corporation’s common stock, without reducing the number of
authorized shares or any other class of stock outstanding, be, and hereby is, approved.
IN
WITNESS WHEREOF,
the undersigned majority shareholder of the Corporation has executed this Statement of Action by Written
Consent as of the 31 day of July, 2014.
Exhibit
B
ARTICLES
OF AMENDMENT
TO
THE
ARTICLES
OF INCORPORATION
OF
DC
BRANDS INTERNATIONAL, INC.
Pursuant
to CRS 7-90-301 and 7-110-106 of the Colorado Revised Statutes, the undersigned person, desiring to amend the Articles of Incorporation
of DC BRANDS INTERNATIONAL, INC., under the laws of the State of Colorado, does hereby sign, verify, and deliver to the Office
of the Secretary of State of Colorado, this Amendment to the Articles of Incorporation for the above-named company (hereinafter
referred to as the "Company"):
The
amendment contained herein was approved by a majority vote of stockholders of the Company on July 31, 2014.
FIRST:
The Articles of Incorporation of the Company were first filed and approved by the Office of the Secretary of State of Colorado
on April 29, 1998. This Amendment to the Articles will become effective upon the filing of the Articles of Amendment with the
Colorado Secretary of State.
SECOND:
That ARTICLE III shall be amended by adding at the end thereof the following: “Effective as of Aug ___, 2014 each share
of common stock of the Corporation issued and outstanding as of the record date set by the Corporation's board of directors will
be subject to a 1 for 100 reverse stock split, with all fractional shares being rounded up to the nearest whole share.”
All
other aspects of Article III shall remain unchanged.
IN
WITNESS WHEREOF, the Company has caused these Articles of Amendment to the Articles of Incorporation to be signed by Robert H.
Armstrong, its Acting Chief Executive Officer, this ____ day of August, 2014.
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|
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Robert
Armstrong
Chief
Financial Officer
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10