Sec Form 4 Filing - Dunne Paul Kelley @ PhoneBrasil International Inc - 2021-10-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Dunne Paul Kelley
2. Issuer Name and Ticker or Trading Symbol
PhoneBrasil International Inc [ PHBR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
21 OMAHA STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2021
(Street)
DUMONT, NJ07628
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Preferred Stock ( 1 ) 10/01/2021 J( 2 ) 1,800,000 ( 3 ) ( 3 ) Common Stock 54,000,000 ( 1 ) 1,800,000 D
Series A Preferred Stock ( 4 ) 10/01/2021 J( 2 ) 593,944.5 10/01/2021 ( 5 ) Common Stock 296,972,229 ( 4 ) 593,944.5 D
Preferred Stock ( 1 ) 10/01/2021 J( 2 ) 1,125,000 ( 3 ) ( 3 ) Common Stock 33,750,000 ( 1 ) 1,125,000 I By Novation Enterprises, LLC
Series A Preferred Stock ( 4 ) 10/01/2021 J( 2 ) 371,215.3 10/01/2021 ( 5 ) Common Stock 185,607,643 ( 4 ) 371,215.3 I By Novation Enterprises, LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dunne Paul Kelley
21 OMAHA STREET
DUMONT, NJ07628
X Chief Executive Officer
Signatures
/s/ Paul Kelley Dunne 10/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Preferred Stock converts into 30 shares of common stock.
( 2 )Pursuant to a reclassification exempt under Rule 16b-7, 10,000,000 shares of Preferred Stock were reclassified into and exchanged for 3,094,503.43 shares of Series A Preferred Stock.
( 3 )The shares of preferred stock were acquired in connection with the Share Exchange Agreement dated August 12, 2021, between the Issuer, Mikab Corporation, the shareholders of Mikab and DR Shell LLC.
( 4 )Each share of Series A Preferred Stock converts into 500 shares of common stock, subject to customary adjustments.
( 5 )The Series A Preferred Stock has no expiration date, except that it will be automatically converted immediately upon the effectiveness of a one-for-100 reverse stock split of the Issuer's issued and outstanding common stock.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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