INFORMATION STATEMENT
PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE
ACT OF 1934
Approximate Date of Mailing: __________________,
2022;
TO THE STOCKHOLDERS OF CRUZANI, INC.:
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS
AND NO STOCKHOLDERS’
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
This notice and accompanying Information Statement
is furnished to the holders of shares of common stock, par value $0.001 per share (“Common Stock”), of Cruzani, Inc., a Wyoming
corporation (the “Company”), pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and Regulation 14C and Schedule 14C thereunder, in connection with the approval of the action described below taken by unanimous
written consent of the Board of Directors of the Company and by written consent of the holders of a majority of the voting power of the
issued and outstanding capital stock of the Company:
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1.
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An
increase in the number of authorized shares of Common Stock from 10,000,000,000 to 20,000,000,000 (the “Authorized Share Increase”).
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The purpose of this Information Statement is to
notify our stockholders that on January 3, 2022, a stockholder holding a majority of the voting power of our issued and outstanding shares
of capital stock executed a written consent approving the Authorized Share Increase. In accordance with Rule 14c-2 promulgated under the
Exchange Act, the Authorized Share Increase will become effective no sooner than 20 days after we mail this notice and the accompanying
Information Statement to our stockholders.
The written consent that we received constitutes
the only stockholder approval required for the Authorized Share Increase under Wyoming law and the Company’s articles of incorporation
and bylaws, each as amended. As a result, no further action by any other stockholder is required to approve the Authorized Share Increase
and we have not and will not be soliciting your approval of the Authorized Share Increase. Notwithstanding, the holders of our Common
Stock of record at the close of business on January 3, 2022 are entitled to notice of the stockholder action by written consent.
This notice and the accompanying Information Statement
are being mailed to our holders of Common Stock of record as of January 3, 2022 on or about _________________, 2022. This notice
and the accompanying Information Statement shall constitute notice to you of the action by written consent in accordance with Rule 14c-2
promulgated under the Exchange Act.
Attached hereto for your review is an Information
Statement relating to the above-described actions. Please read this Information Statement carefully. It describes the essential terms
of the actions to be taken. Additional information about the Company is contained in its reports filed with or furnished to the Securities
and Exchange Commission (the “SEC”). These reports, their accompanying exhibits and other documents filed with the SEC may
be inspected without charge at the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material
may also be obtained from the SEC at prescribed rates. The SEC also maintains a website that contains reports, proxy and information statements
and other information regarding public companies that file reports with the SEC. Copies of these reports may be obtained on the SEC’s
website at www.sec.gov.
NO VOTE OR OTHER ACTION OF THE COMPANY’S
STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND
US A PROXY.
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By Order of the Board of Directors,
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By
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/s/ Conrad Huss
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Conrad Huss
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Chief Executive Officer
_____________, 2022
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Cruzani, Inc.
211 Greenwood Avenue, 2-2, Unit 129
Bethel, CT 06801
(646) 893-1112
_____________, 2022
INFORMATION STATEMENT
INFORMATION CONCERNING THE ACTION BY WRITTEN
CONSENT
Pursuant to Section 14(c)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C promulgated thereunder, the notice
and this information statement (this “Information Statement”) will be mailed on or about _____________, 2022 to the stockholders
of record, as of December 31, 2021 (the “Record Date”), of Cruzani, Inc., a Wyoming corporation (hereinafter referred to as
“we,” “us,” “our,” “Cruzani” or the “Company”). This Information Statement
is being circulated to advise stockholders of actions already approved and taken without a meeting by written consent of the stockholder
who holds a majority of the voting power of our voting stock.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Our board of directors and
the stockholder holding a majority of our voting power took action by written consent to approve the following action:
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1.
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An
increase in the number of authorized shares of Common Stock from 10,000,000,000 to 20,000,000,000 (the “Authorized Share Increase”).
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On January 3, 2022, our board
of directors unanimously approved an amendment to our Articles of Incorporation, as amended (the “Articles”), to effect the
Authorized Share Increase (the “Amendment”). Subsequent to our board of directors’ approval of the Amendment, the holder
of a majority of the voting power of our voting stock, on January 3, 2022 approved, by written consent, the Amendment. The consenting
stockholder and their approximate ownership percentages of the voting stock of the Company, which totals in the aggregate 60% of the outstanding
voting stock, through the consent of 5,000,000 shares of our Series C Preferred Stock, and 101 shares of Series F Preferred Shares are
as follows: 5,000,0000 shares and 101 shares (100%) of our Series C Preferred Stock and Series F Preferred Stock, respectively.
The Authorized Share Increase
will become effective upon the filing of the Amendment with the Secretary of State of the State of Wyoming (the “Effective
Date”).
Pursuant to Rule 14c-2 promulgated
under the Exchange Act, the Amendment will not be effected until at least 20 calendar days after the mailing of this Information Statement
to our stockholders.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record
at the close of business on the Record Date, are entitled to notice of the information disclosed in this Information Statement. As of
the Record Date, our authorized securities consist of 10,000,000,000 shares of common stock, $0.001 par value per share, and 20,000,000
shares of Preferred Stock, $0.001 par value per share.
As of the January 3, 2022,
there were 7,966,206,524 shares of common stock issued and outstanding, held by approximately 114 holders of record, 3,381,520 shares
of Series A Preferred issued and outstanding, 5,000 shares of Series B Preferred issued and outstanding, 5,000,000 shares of Series C
Preferred issued and outstanding, 125,000 shares of Series D Preferred issued and outstanding, 34,985 shares of Series E Preferred issued
and outstanding, and 101 shares of Series F Preferred shares issued and outstanding.
Holders of our common stock
are entitled to one vote per share
Series A Convertible
Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the
conversion rate of ten shares of common stock for one share of Series A Preferred Stock. Each share is entitled to 10 votes, voting
with the common stock as a single class, has liquidation rights of $2.00 per share and is not entitled to receive dividends. As of September
30, 2021, and December 31, 2020, there are 3,381,520 and 3,381,520 shares of Series A preferred stock outstanding, respectively.
Series B Convertible
Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the
conversion rate of 4,000 shares of common stock for one share of Series B Preferred Stock. Each share is entitled to 4,000 votes,
voting with the common stock as a single class, has liquidation rights of $0.01 per share and is not entitled to receive dividends. As
of September 30, 2021, and December 31, 2020, there are 5,000 and 5,000 shares of Series B preferred stock outstanding, respectively.
Series C Convertible
Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the
conversion rate of 400 shares of common stock for one share of Series C Preferred Stock. Each share is entitled to 400 votes, voting
with the common stock as a single class, has liquidation rights of $0.01 per share and is entitled to receive four hundred times the dividends
declared and paid with respect to each share of Common Stock. As of September 30, 2021, and December 31, 2020, there are 5,000,000 and
5,000,000 shares of Series C preferred stock outstanding, respectively.
Series D Convertible
Preferred Stock, has a par value of $0.0001, may be converted at a ratio of the Stated Value plus dividends accrued but unpaid
divided by the fixed conversion price of $0.0015, which conversion price is subject to adjustment. Series D is non-voting, has liquidation
rights to be paid in cash, before any payment to common or junior stock, 140% of the Stated Value ($2.00) per share plus any dividends
accrued but unpaid thereon and is entitled to 8% cumulative dividends. As of September 30, 2021, and December 31, 2020, there are 125,000
and 125,000 shares of Series D preferred stock outstanding, respectively.
Series E Convertible
Preferred Stock, has a par value of $0.001, and a stated value of $1.00 per share, subject to adjustment. The shares of Series
E Convertible Preferred Stock can convert at a conversion price that is equal to the amount that is 61% of the lowest trading price of
the Company’s common stock during the 20 trading days immediately preceding such conversion. The shares of Series E Convertible
Preferred Stock are subject to redemption by the Company at its option from the date of issuance until the date that is 180 days therefrom,
subject to premium that ranges from 120% to 145%, increasing by 5% during each 30-day period following issuance. Series E carries a 12%
cumulative dividend, which will increase to 22% upon an event of default, is non-voting, and has liquidation rights to be paid in cash,
before any payment to common or junior stock.
Series F Convertible
Preferred Stock, has a par value of $0.001, may be converted at the holder’s election into shares of common stock at the
current conversion rate of 93,761,718 shares of common stock for one share of Series F Preferred Stock. Each share is entitled to
93,761,718 votes, voting with the common stock as a single class, has no liquidation rights and is not entitled to receive dividends.
As of December 23, 2021, there are 101 shares of Series F preferred stock outstanding, respectively.
The Company’s Common
Stock is quoted on the OTCQB market tier of the OTC Markets Group Inc. under the symbol “CZNI.” The last sale price of our
Common Stock as reported on the OTCQB was $.0003 on January 3, 2022.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS
AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED
TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED HEREIN.
STOCKHOLDERS’ RIGHTS
The elimination of the need
for a special meeting of the stockholders to approve the actions described in this Information Statement is authorized by Section 17-16-704
of the Wyoming Business Corporation Act (the “WBCA”) and the Articles of Incorporation of the Company. Section 17-16-704
of the WBCA provides that the articles of incorporation of a company may provide that any action required or permitted by the WBCA to
be taken at a shareholders’ meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth
the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required
to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The Company’s
Articles of Incorporation do so provide. In order to eliminate the costs and management time involved in holding a special meeting and
in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes of our Company, we chose to
obtain the written consent of a majority of our voting power to approve the actions described in this Information Statement.
The actions described in this
Information Statement cannot be taken until at least 20 calendar days after this Information Statement has first been sent or given to
our stockholders.
EXPENSES
The costs of preparing, printing
and mailing this Information Statement will be borne by the Company.
STOCKHOLDERS SHARING AN ADDRESS
We will deliver only one Information
Statement to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders.
We 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 is delivered. A stockholder can notify us that the stockholder wishes to receive
a separate copy of the Information Statement by contacting us at the address or phone number set forth above. Conversely, if multiple
stockholders sharing an address receive multiple Information Statements and wish to receive only one, such stockholders can notify us
at the address or phone number set forth above.
BACKGROUND AND PURPOSE OF THE AMENDMENT
General
Our board of directors and
the holder of our Series A Preferred representing a majority of the voting power of our capital stock, have taken action by written consent
to authorize our board of directors to effect the Amendment. Our board of directors has discretion to abandon the Amendment prior to its
effectiveness.
The Authorized Share Increase
will become effective upon the filing of the Amendment with the Secretary of State of the State of Wyoming. We expect the Effective
Date (i.e., the date that the Authorized Share Increase is effective) will occur on or about _____________, 2022.
Reasons for Proposed Amendment
Our Board of Directors’
primary reason for approving and recommending the Authorized Share Increase is to provide additional shares for issuance by the Company
to enable the Company to raise additional capital, to complete acquisitions using the Company’s shares for consideration, and to
ensure that the Company is in compliance with various loans, warrants and other agreements of the Company which are convertible into shares
of Common Stock, wherein the Company covenanted to maintain adequate authorized but unissued shares of Common Stock to enable such conversions.
We believe that the Authorized
Share Increase will make our Common Stock more attractive to a broader range of institutional and other investors. However, other factors,
such as our financial results, general market conditions and the market perception of our company, may adversely affect the market price
of our Common Stock. As a result, there can be no assurance that the Authorized Share Increase, if completed, will result in the intended
benefits described above, that the market price of our Common Stock will increase following the Authorized Share Increase or that the
market price of our Common Stock will not decrease in the future. Accordingly, the total market capitalization of our Common Stock after
the Authorized Share Increase may be lower than the total market capitalization before the Authorized Share Increase.
After undertaking a thorough
analysis of the advisability of the Authorized Share Increase and considering the totality of the circumstances, our Board of Directors
believes that it is fair to the stockholders of the Company, from a financial point of view, and in the best interests of us and our stockholders.
The effectuation of the Authorized Share Increase is conditioned on our Board’s consideration of the totality of the circumstances.
Potential Effects of Proposed Amendment
The Authorized Share Increase
will affect all holders of our Common Stock uniformly. The Authorized Share Increase is not intended to affect any stockholder’s
percentage ownership interest in our company.
The Authorized Share Increase
will not change the terms of our Common Stock. After the Authorized Share Increase, the shares of our Common Stock will have the same
voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now authorized.
Our Common Stock will remain fully paid and non-assessable.
After the effective time of
the Authorized Share Increase, we will continue to be subject to the periodic reporting and other requirements of the Exchange Act. The
Authorized Share Increase is not intended as, and will not have the effect of, a “going private transaction” as described
by Rule 13e-3 under the Exchange Act.
The availability of a substantial
number of authorized but un-reserved shares of our Common Stock resulting from the Authorized Share Increase, under various scenarios,
may be construed as having an anti-takeover effect by permitting the issuance of shares of our Common Stock to purchasers who might oppose
a hostile takeover bid or oppose any efforts to amend or repeal certain provisions in our Articles of Incorporation or bylaws as then
in effect. The proposal to effectuate the Authorized Share Increase did not result from our knowledge of any specific effort to accumulate
our securities or to obtain control of us by means of a merger, tender offer, proxy solicitation in opposition to management or otherwise,
and our board of directors did not authorize the Authorized Share Increase to increase the authorized shares of our Common Stock to enable
us to frustrate any efforts by another party to acquire a controlling interest or to seek representation on our Board of Directors.
Accounting Matters
The proposed Amendment will
not affect the par value of our Common Stock. As a result, at the effective time of the Authorized Share Increase, the stated capital
on our balance sheet attributable to our Common Stock will not be affected.
Certain Federal Income Tax Consequences of
the Authorized Share Increase
The will be no material U.S.
federal income tax consequences of the Authorized Share Increase to holders of our Common Stock.
Dissenters’ Rights
Under the WBCA, stockholders
will not be entitled to dissenters’ rights with respect to the proposed Amendment to effect the Authorized Share Increase and we
do not intend to independently provide stockholders with such rights.
AMENDMENT
OF THE COMPANY’S ARTICLES OF INCORPORATION
To effect the Authorized Share
Increase, the Company will amend its Articles. The Articles Amendment will provide for the Authorized Share Increase becoming effective
on the Effective Date. The form of the Articles Amendment is attached hereto as Exhibit A, and will amend the Articles to increase the
number of authorized shares of Common Stock from 10,000,000,000 to 20,000,000,000.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION
TO MATTERS TO BE ACTED UPON
Except as disclosed elsewhere
in this Information Statement, none of the following persons has any substantial interest, direct or indirect, by security holdings or
otherwise in any matter to be acted upon:
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Any director or officer of our Company,
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Any proposed nominee for election as a director of our Company, and
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Any associate or affiliate of any of the foregoing persons.
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The stockholdings of our directors and officers
are listed below in the section entitled “Security Ownership of Certain Beneficial Owners and Management.” No director has
advised us that he intends to oppose the Amendment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth
certain information regarding the beneficial ownership of our common stock as of January 3, 2022, by the following persons:
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Each person who is known to be the beneficial owner of more than 5% of our issued and outstanding shares of common stock,
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Each of our named executive officers (as defined in Item 402 of Regulation S-K) and directors, and
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All of our directors and executive officers as a group.
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Beneficial ownership is determined
in accordance with the rules and regulations of the SEC. The number of shares and the percentage beneficially owned by each individual
listed above include shares that are subject to options held by that individual that are immediately exercisable or exercisable within
60 days from January 3, 2022, and the number of shares and the percentage beneficially owned by all officers and directors as a group
includes shares subject to options held by all officers and directors as a group that are immediately exercisable or exercisable within
60 days from January 3, 2022.
The information provided herein
is based upon a list of our shareholders and our records with respect to the ownership of warrants and options to purchase securities
in our company. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all
shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise
of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days
of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares
of our common stock owned by them, except to the extent that power may be shared with a spouse.
As of January 3, 2022, there
were 7,966,206,524 shares of our Common Stock outstanding.
Series A Convertible
Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the
conversion rate of ten shares of common stock for one share of Series A Preferred Stock. Each share is entitled to 10 votes, voting
with the common stock as a single class, has liquidation rights of $2.00 per share and is not entitled to receive dividends. As of September
30, 2021, and December 31, 2020, there are 3,381,520 and 3,381,520 shares of Series A preferred stock outstanding, respectively.
Series B Convertible
Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the
conversion rate of 4,000 shares of common stock for one share of Series B Preferred Stock. Each share is entitled to 4,000 votes,
voting with the common stock as a single class, has liquidation rights of $0.01 per share and is not entitled to receive dividends. As
of September 30, 2021, and December 31, 2020, there are 5,000 and 5,000 shares of Series B preferred stock outstanding, respectively.
Series C Convertible
Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the
conversion rate of 400 shares of common stock for one share of Series C Preferred Stock. Each share is entitled to 400 votes, voting
with the common stock as a single class, has liquidation rights of $0.01 per share and is entitled to receive four hundred times the dividends
declared and paid with respect to each share of Common Stock. As of September 30, 2021, and December 31, 2020, there are 5,000,000 and
5,000,000 shares of Series C preferred stock outstanding, respectively.
Series D Convertible
Preferred Stock, has a par value of $0.0001, may be converted at a ratio of the Stated Value plus dividends accrued but unpaid
divided by the fixed conversion price of $0.0015, which conversion price is subject to adjustment. Series D is non-voting, has liquidation
rights to be paid in cash, before any payment to common or junior stock, 140% of the Stated Value ($2.00) per share plus any dividends
accrued but unpaid thereon and is entitled to 8% cumulative dividends. As of September 30, 2021, and December 31, 2020, there are 125,000
and 125,000 shares of Series D preferred stock outstanding, respectively.
Series E Convertible
Preferred Stock, has a par value of $0.001, and a stated value of $1.00 per share, subject to adjustment. The shares of Series
E Convertible Preferred Stock can convert at a conversion price that is equal to the amount that is 61% of the lowest trading price of
the Company’s common stock during the 20 trading days immediately preceding such conversion. The shares of Series E Convertible
Preferred Stock are subject to redemption by the Company at its option from the date of issuance until the date that is 180 days therefrom,
subject to premium that ranges from 120% to 145%, increasing by 5% during each 30-day period following issuance. Series E carries a 12%
cumulative dividend, which will increase to 22% upon an event of default, is non-voting, and has liquidation rights to be paid in cash,
before any payment to common or junior stock.
Series F Convertible
Preferred Stock, has a par value of $0.001, may be converted at the holder’s election into shares of common stock at the
current conversion rate of 93,761,718 shares of common stock for one share of Series F Preferred Stock. Each share is entitled to
93,761,718 votes, voting with the common stock as a single class, has no liquidation rights and is not entitled to receive dividends.
As of December 23, 2021, there are 101 shares of Series F preferred stock outstanding, respectively.
Management Stock Ownership
Name and Address of Beneficial Owner
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Amount and
Nature of
Beneficial Ownership (2)
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Percent of Class
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Conrad Huss (1)
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Series F 101
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100
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%
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Series C 5,000,000
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100
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%
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Series B 5,000
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100
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%
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All executive officers and directors as a group (1 person)
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Series F 101
Series C 5,000,000
Series B 5,000
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100
100
100
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%
%
%
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Common Stock
Name and Address of Beneficial Owner
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Amount and
Nature of
Beneficial
Ownership
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Percent of
Class (3)
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Conrad Huss, Chief Executive Officer and Director (1)
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11,469,933,518
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(2)
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60
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%(2)
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All executive officers and directors as a group (1 person)
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11,469,933,518
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60
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%
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(1)
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The address of the forgoing is c/o Cruzani, Inc., 211 Greenwood Avenue, 2-2, Unit 129 - PMB# 348, Bethel, CT 06801.
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(2)
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Based on Mr. Huss’ ownership of 5,000 Series B Preferred Shares, 5,000,000 Series C Preferred shares and 101 Series F Preferred Shares.
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(3)
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Based on an aggregate of 7,966,206,524 common shares outstanding as of January 3, 2022
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Changes in Control
We are unaware of any contract
or other arrangement the operation of which may at a subsequent date result in a change of control of our Company.
Market Information
The Company’s Common
Stock is quoted on the OTCQB market tier of the OTC Markets Group Inc. under the symbol “CZNI.” Our common stock is listed
on the OTCQB. The following table sets forth the range of high and low sale prices for our Common Stock for the periods indicated. The
information reflects inter-dealer prices, without retail mark-ups, mark-downs or commissions and may not necessarily represent actual
transactions.
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High
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Low
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Quarter Ended March 31, 2020
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$
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0.001
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$
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0.0004
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Quarter Ended June 30, 2020
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$
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0.0013
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$
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0.0009
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Quarter Ended September 30, 2020
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$
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0.0023
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$
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0.0008
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Quarter Ended December 31, 2020
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$
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0.0009
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$
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0.0008
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Quarter Ended March 31, 2021
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$
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0.0022
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$
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0.0013
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Quarter Ended June 30, 2021
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$
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0.0013
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$
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0.0011
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Quarter Ended September 30, 2021
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$
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0.0011
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$
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0.0007
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Quarter Ended December 31, 2021
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$
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0.0009
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$
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0.0004
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We have never declared or
paid cash dividends on our Common Stock. We currently intend to retain all available funds and any future earnings for use in the operation
and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.
As of January 3, 2022, we
had 114 record holders of our Common Stock. The last sale price of our Common Stock as reported on the OTCQB was $0.0003 on January 3,
2022.
ADDITIONAL INFORMATION
We are subject to the informational
requirements of Section 15(d) of the Exchange Act. Accordingly, we file annual, quarterly and other reports and information with the SEC.
Our filings with the SEC are available to the public on the SEC’s website at www.sec.gov. Those filings will also be available to
the public on, or accessible through, our corporate website at www.cruzani.com. You may also read and copy, at SEC prescribed rates, any
document we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, NE., Washington, D.C. 20549. You can call
the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. You may also request a copy of these filings,
at no cost, by writing to us at 211 Greenwood Avenue, 2-2, Unit 129, Bethel, CT 06801 or by telephoning us at (646) 893-1112.
Our principal executive office
is located at 211 Greenwood Avenue, 2-2, Unit 129, Bethel, CT 06801. Our phone number is (646) 893-1112.
_________, 2022
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By Order of the Board of Directors,
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By
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/s/ Conrad Huss
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Conrad Huss
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Chief Executive Officer
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EXHIBIT A
Articles of Amendment
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Wyoming
Secretary of State]
Herschler
Building East, Suite 101 122 W 25th Street
Cheyenne,
WY 82002-0020
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For
Office Use Only
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Ph.
307.777.7311
Email: Business@wyo.gov
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Profit
Corporation Articles of Amendment
(Name must match exactly to the Secretary of State’s records.)
Cruzani, Inc.
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2.
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Article number(s) 10 is amended as follows:
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*See checklist below for article number information.
Increase the Authorized Shares of the Company from 10,000,000,000 (ten billion) to 20,000,000,000 (twenty billion).
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3.
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If the amendment provides for an exchange, reclassification,
or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself which may be made
upon facts objectively ascertainable outside the articles of amendment.
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4.
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The amendment was adopted on
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(Date – mm/dd/yyyy)
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P-Amendment – Revised June 2021
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5.
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Approval of the amendment: (Please check only one appropriate field to indicate the party approving the
amendment.)
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Shares were not issued and the board of directors or incorporators have adopted the amendment.
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OR
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Shares were issued and the board of directors have adopted the amendment without shareholder approval, in compliance with W.S. 17-16-1005.
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OR
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Shares were issued and the
board of directors have adopted the amendment with shareholder approval, in compliance with W.S. 17-16-1003.
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Signature:
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Date:
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(May be executed by Chairman of Board, President or another of its officers.)
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(mm/dd/yyyy)
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Print Name:
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Conrad Huss
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Contact Person:
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Conrad Huss
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Title:
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President, Director
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Daytime Phone Number:
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Email:
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CrHuss1@gmail.com
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(An email address is required. Email(s) provided will receive important reminders, notices and filing evidence.)
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Checklist
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Filing Fee: $60.00 Make check or money order payable to Wyoming Secretary of State.
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Processing time is up to 15 business days following the date of receipt in our office.
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*Refer to original articles of incorporation to
determine the specific article number being amended or use the next
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number in sequence if you are adding an article. Article number(s) is not the same as the filing ID number.
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Please mail with payment to the address at the top of this form. This form cannot be accepted via email.
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Please review the form prior to submission. The Secretary of State’s Office is unable to process incomplete forms.
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P-Amendment – Revised June 2021