United States securities and exchange commission logo
July 6, 2020
David Lazar
Chief Executive Officer
PhoneBrasil International, Inc.
1185 Avenue of the Americas
3rd Floor
New York, NY 10036
Re: PhoneBrasil
International, Inc.
Form 10-12G
Filed June 12, 2020
File No. 000-56176
Dear Mr. Lazar:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-12G
Item 3. Security Ownerhsip of Certain Beneficial Owners and Managment,
page 19
1. Please disclose the
address for Anderson A. Dias. See Item 403(a) of Regulation S-K.
Additionally, disclose
David Lazar's stock ownership. We note your disclosure in this
filing that Mr. Lazar
is the managing member of Custodian Ventures LLC and that he is
also a shareholder of
the company.
Item 5. Directors, Executive Officers, Promoters and Control Persons,
page 20
2. Please provide the
business experience for David Lazar as required by Item 401(e) of
Regulation S-K. For
example, we note the disclosure in Shentang International, Inc.'s
SEC filings regarding
Mr. Lazar's experience with other blank check companies. Please
disclose your
promoter's prior performance history with such companies, including:
David Lazar
PhoneBrasil International, Inc.
July 6, 2020
Page 2
The company's name;
Your promoter's relationship with the company;
Whether the company has engaged in a business combination;
Whether the company registered any offerings under the Securities
Act; and
Whether any transaction resulted in termination of your promoter's
association with
any blank check or shell company, including the date of such
transaction, the nature
and dollar amount of any consideration received, the amount of any
retained equity
interest, and the identity of any successor entity.
Also revise the disclosure throughout this filing where you state that
Mr. Lazar has no
experience with blank check companies.
Finally, revise the sixth paragraph to disclose whether Mr. Lazar has
been involved with
certain legal proceedings that occurred during the past ten years. See
Item 401(f) of
Regulation S-K.
Item 15. Financial Statements and Exhibits, page 40
3. We note your disclosure on page 10 and elsewhere that you have received
a promissory
note from Custodian Ventures, LLC. Please file this note as an exhibit
in accordance with
Item 601(b)(10) of Regulation S-K and revise your disclosure to clarify
the services
provided.
4. Throughout the bylaws filed as exhibit 3.2, the company is referred to
as a Nevada
corporation. However, the certificate of incorporation is filed with the
State of New
Jersey. Please revise or advise.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with
any other
questions.
Sincerely,
FirstName LastNameDavid Lazar
Division of
Corporation Finance
Comapany NamePhoneBrasil International, Inc.
Office of Real
Estate & Construction
July 6, 2020 Page 2
cc: Matthew McMurdo, Esq.
FirstName LastName