Ross Dimaggio - Oct 1, 2021 Form 4 Insider Report for PhoneBrasil International Inc (ACRU)

Role
Director
Signature
/s/ Ross DiMaggio
Stock symbol
ACRU
Transactions as of
Oct 1, 2021
Transactions value $
$0
Form type
4
Date filed
10/5/2021, 04:01 PM
Next filing
Feb 14, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ACRU Preferred Stock Other -1M -50% 1M Oct 1, 2021 Common Stock 30M By DR Shell LLC F1, F2, F3
transaction ACRU Series A Preferred Stock Other +125K 125K Oct 1, 2021 Common Stock 62.4M By DR Shell LLC F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Preferred Stock converts into 30 shares of common stock.
F2 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.
F3 The Reporting Person retained 1,000,000 shares of Preferred Stock in connection with the Share Exchange Agreement dated August 12, 2021, between the Issuer, Mikab Corporation, the shareholders of Mikab and DR Shell LLC.
F4 Each share of Series A Preferred Stock converts into 500 shares of common stock, subject to customary adjustments.
F5 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.