Item 5.01 Changes in Control of Registrant.
Effective December 9, 2020, DR Shell LLC, a Delaware limited liability company
(the "Buyer") purchased from Custodian Ventures LLC, a Wyoming limited liability
company (the "Seller"), (i) 18,000,000 shares of Common Stock of PhoneBrasil
International, Inc., a New Jersey corporation (the "Company"), representing
approximately 62% of the outstanding Common Stock of the Company, and (ii)
10,000,000 shares of Series A Convertible Preferred Stock of the Company, for a
total purchase price of $245,000 in cash. The funds were provided by the Buyer's
members. The shares were acquired pursuant to a Stock Purchase Agreement, dated
December 9, 2020 (the "SPA"), by and among the Seller, the Buyer and David
Lazar, then Chief Executive Officer of the Company. As a result, Mr. Ross
DiMaggio, the manager of the Buyer, acquired control of the Company.
Under the terms of the SPA, effective December 9, 2020, Mr. Lazar resigned as
the Chief Executive Officer, Treasurer and Secretary of the Company and Mr.
DiMaggio was appointed as the sole director, Chief Executive Officer, Treasurer
and Secretary of the Company.
Mr. DiMaggio, 50, has served as a partner at DRC Partners, LLC, a merchant
banking and strategic advisory firm focused on providing expert advisory
services to address the needs of privately and publically-held companies, since
February 2009. From February 2019 through July 2019, Mr. DiMaggio was a managing
director of Noble Financial Group where he provided advice on investor relations
and the launch of a proprietary platform. There are no related party
transactions between the Company and Mr. DiMaggio reportable under Item 404(a)
of Regulation S-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b), (c) and (d)
To the extent required by Item 5.02, the information contained in Item 5.01 of
this Current Report on Form 8-K regarding the departure and appointment of
directors and certain officers of the Company is incorporated herein by
reference.
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