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.