Americrew Inc. (ACRU)

[splintered sunlight]

Better question might be, is there a future for this company?

[fink]

What the future goal of this Company?

And I assume they will do the same in the other shells they have taken control of.

[splintered sunlight]

I have sold out of a majority of my holdings in PHBR/ACRU.

It was a good ride - good luck to those that are still in it!!!!!!!!!!

If it continues to go down I will get back in, but for you guys, hopefully not.

[Renee]

You're most welcome!!

[splintered sunlight]

Thank you Renee!!!!!!

[Renee]

Effective Dec. 30, 2021 PHBRD will change to ACRU:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes

[Midwestrader]

Now they're doing 1 share buys at 3.99 to keep the pps propped up.

8 trades so far today. I'm sure the em..."management" thinks their fooling traders.

[splintered sunlight]

Everybody having fun with AMERICREW?

[Midwestrader]

Their doing that "carpet bomb" 1 share buy on the ASK about ever 1-10 seconds to hold the price up and to make sure any sells at the BID of 0.022 are quickly erased.


Seen it before many times right before an RS,wonder who Companies hire to do this?

[Renee]

Effective Dec. 1,2021 PhoneBrasil International Inc. will change to Americrew Inc. and a one for 100 reverse split:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes

[splintered sunlight]

Only down 12% - actually not too bad.

[Midwestrader]

REVERSE SPLIT COMING TOMORROW!!

Renee will post all the details. RUN!!!!

[splintered sunlight]

I guess I am the only one left here.....

[splintered sunlight]

Another 244K shares for sale at .0397.

It's never ending!!!!!!!!

[splintered sunlight]

I smell a reverse split.

I've seen this movie before - forgot that I did, but I did.

I say it happens in a couple of days............

[splintered sunlight]

Another 100,000 share print .0223.

Unbelievable - the stock never trades at 6,7,8 cents but at a couple of pennies, hundred of thousands of shares.

AMH

[splintered sunlight]

Who the hell is selling all this stock and why am I buying so much of it?

Another 150,000 shares prints.

I'm starting to think I made a mistake buying this...........

[splintered sunlight]

WOW PHBR DOWN ANOTHER 51%

SOMEONE JUST SOLD 110,000 SHARES AT .0211

[splintered sunlight]

PHBR has turned into a crap stock - so sad........

[splintered sunlight]

PHBR DOWN 91%

SMFH

[splintered sunlight]

Looks like someone is already hitting the bid............

Thanks for your analysis as always POTSE.

[Potse]

RM structure: extremely disappointing.......

The 8-K does not provide enough information to determine exactly what the share structure will look post-RM. For example, will Ross Dimaggio sell some of his position to the RM target as part of the deal, or will he just retain his full position and the current 29,034,000 outstanding shares will represent the 6% legacy position?

I am generally comfortable with either scenario. About the only scenario that would potentially give me a big negative outlook here is if there were an extremely unattractive financing/dilution prior to AmeriCrew receiving its 94% of the common shares.

I just finished reading the 8-K that details the completion of the reverse merger. Not really sure why Ross Dimaggio chose to make this RM so complicated and confusing with all the machinations involving preferred shares. It sure seems to me that this reverse merger could have been accomplished in a much more direct and simple manner than the way it was done.

I don't think any filing has ever made me more disappointed and infuriated then this filing. Maybe there is some aspect of this reverse merger structure/play that I am completing misunderstanding. Or maybe I am just not focusing enough on the bigger picture. But all I know is this PHBR reverse merger is a pretty bitter pill to swallow at the moment.

As I mentioned in my previous post, the only thing that would turn my thoughts negative would be pre-merger dilution. Unfortunately, that is exactly what we got. Ross Dimaggio issued himself more than 62M shares (on a preferred share conversion, pre-split basis), which of course significantly changes the numbers/structure of this reverse merger compared to the rough calculations I had made in my previous post. It makes this investment much more fundamentally expensive and unattractive.

Frankly, I am a little surprised that Dimaggio did this. And equally surprised that the management of AmeriCrew thought the Dimaggio share issuance was an acceptable idea. This turned out to be a pretty expensive shell for AmeriCrew. When you factor in the $300K that Dimaggio will receive when the company completes a financing, plus the value of those 62M shares, the PHBR shell basically cost AmeriCrew at least $2-3M.

I'm pretty sure the reverse split ratio will be 1:100, since that is the ratio that appears in sections of the filing that mention the 8.6M warrants that were given to some of the AmeriCrew management (exercisable at .02 cents, $2 post-split).

[splintered sunlight]

Sellers showing up today..........

[splintered sunlight]

I hope your sales are significantly higher then your purchases - appreciate all your input so far!!!!!!!!

[Potse]

splintered sunlight...finished accumulating my position......

Thoughts Potse?

Picked up another 20K at .08 and below today to finish accumulating my position (a little over 611K shares, average around .0804 per share). If I did not already have a large position, and was not trying to use my available capital for additional entries/accumulation of other shells/situations, I would probably be interested in increasing my position in the PHBR shell around this 8-cent area.

Legacy shareholders will retain 6% of the post-RM company. I consider that quite good, especially considering that other Lazar-related shells have often retained significantly lower percentages than that.

The three main management figures at AmeriCrew all look impressive to me. In particular both CEO Kelley Dunne and CFO Keith Eckert have shown the ability in the past to attract significant sums of investment capital. During his first 4 years as Co-Founder and CEO of DigitalBridge Communications, Dunne as able to secure $90+M in equity/debt.

https://www.linkedin.com/in/pdunne1/
https://americrew.com/2021/05/24/keith-eckert-cfo/
https://americrew.com/2021/05/24/brian-weis-coo/

A lot of investors will probably be turned off by the reverse split, but this post-transaction reverse split does not overly concern/bother me. My guess/hunch is that this new management is probably setting up the share structure with a post-RM RS for possible additional acquisitions, injection of investment capital, and possible move to a higher exchange.

The 8-K does not provide enough information to determine exactly what the share structure will look post-RM. For example, will Ross Dimaggio sell some of his position to the RM target as part of the deal, or will he just retain his full position and the current 29,034,000 outstanding shares will represent the 6% legacy position?

I am generally comfortable with either scenario. About the only scenario that would potentially give me a big negative outlook here is if there were an extremely unattractive financing/dilution prior to AmeriCrew receiving its 94% of the common shares.

Using the proposed minimum 1:25 reverse split, I think there is a strong possibility there will be at most maybe around 19.4M shares outstanding post-merger and post-RS. Which means at my adjusted cost basis of a little over $2 per share, I bought into AmeriCrew at a rough valuation of $40M. I'm generally comfortable with that, considering the kinds of valuations we are seeing investors pay just for pre-merger custodial shells here recently.

[splintered sunlight]

Thoughts Potse?

THANKS

8K out Friday

https://www.otcmarkets.com/filing/html?id=15013159&guid=gZDUkH8bvsl9ith


Quote:
On May 28, 2021, PhoneBrasil International Inc., a Delaware corporation (the “Registrant”) executed a binding amendment (the “Amendment”) to a non-binding Letter of Intent dated March 8, 2021 (the “LOI”) by and among Mikab Corporation (“Mikab”), Novation Enterpises, LLC (“Novation”) and the Registrant, which LOI sets forth the preliminary understanding with respect to a proposed reverse merger in which Mikab acquires control of the Registrant (the “Transaction”).

The Amendment provides that in the event that the closing of the Transaction fails to occur and within 12 months after termination of negotiations either or both of Mikab and Novation accept a proposal with respect to an acquisition transaction meeting certain enumerated criteria, or if either or both such parties accept such a proposal from a third party with which such party(ies) had communications within the 12 month period, whichever of Mikab and/or Novation accepts such proposal will immediately pay the Registrant a break-up fee of $75,000, or if both Mikab and Novation accept such proposal they will jointly and severally pay a break-up fee of $75,000 to the Registrant.

Prior to closing the Transaction, Mikab expects to acquire certain of the assets of Novation in exchange for one-half of the common stock of Mikab. The Mikab shareholders are then expected to receive approximately 94% of the Registrant’s outstanding common stock. Mikab and Novation are each service companies engaged in the business of building a national infrastructure involving the installation of rural wireless telecommunication cables, upgrading wireless communications towers and going forward providing services to electronic vehicle (EV) charging stations. The assets to be acquired from Novation also focus on hiring, training and employing U.S. military veterans. The assets of Novation which Mikab is acquiring in the Transaction relate to this business, and Novation will continue its other operations after the Transaction, with Novation’s Chief Executive Officer expected to become the Chief Executive Officer of the Registrant, and Mikab’s President expected to become the Chief Operating Officer of the Registrant.

Following the Transaction, the Registrant is expected to change its name to “AmeriCrew Inc.” and approve a reverse stock split in the range of one-for-25 to one-for-100 as the board of directors of the Registrant will later determine, subject to approval by the Financial Industry Regulatory Authority.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

[Big Brother]

8K out Friday

https://www.otcmarkets.com/filing/html?id=15013159&guid=gZDUkH8bvsl9ith

On May 28, 2021, PhoneBrasil International Inc., a Delaware corporation (the “Registrant”) executed a binding amendment (the “Amendment”) to a non-binding Letter of Intent dated March 8, 2021 (the “LOI”) by and among Mikab Corporation (“Mikab”), Novation Enterpises, LLC (“Novation”) and the Registrant, which LOI sets forth the preliminary understanding with respect to a proposed reverse merger in which Mikab acquires control of the Registrant (the “Transaction”).

The Amendment provides that in the event that the closing of the Transaction fails to occur and within 12 months after termination of negotiations either or both of Mikab and Novation accept a proposal with respect to an acquisition transaction meeting certain enumerated criteria, or if either or both such parties accept such a proposal from a third party with which such party(ies) had communications within the 12 month period, whichever of Mikab and/or Novation accepts such proposal will immediately pay the Registrant a break-up fee of $75,000, or if both Mikab and Novation accept such proposal they will jointly and severally pay a break-up fee of $75,000 to the Registrant.

Prior to closing the Transaction, Mikab expects to acquire certain of the assets of Novation in exchange for one-half of the common stock of Mikab. The Mikab shareholders are then expected to receive approximately 94% of the Registrant’s outstanding common stock. Mikab and Novation are each service companies engaged in the business of building a national infrastructure involving the installation of rural wireless telecommunication cables, upgrading wireless communications towers and going forward providing services to electronic vehicle (EV) charging stations. The assets to be acquired from Novation also focus on hiring, training and employing U.S. military veterans. The assets of Novation which Mikab is acquiring in the Transaction relate to this business, and Novation will continue its other operations after the Transaction, with Novation’s Chief Executive Officer expected to become the Chief Executive Officer of the Registrant, and Mikab’s President expected to become the Chief Operating Officer of the Registrant.

Following the Transaction, the Registrant is expected to change its name to “AmeriCrew Inc.” and approve a reverse stock split in the range of one-for-25 to one-for-100 as the board of directors of the Registrant will later determine, subject to approval by the Financial Industry Regulatory Authority.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

[7mill]

You guys got to help how do you unload this thought I have brokerage account and Merrill Edge TD Ameritrade I can't transfer it to save my life because it considered a low security with high risk how are you guys selling and buying this.

[splintered sunlight]

Only time will tell Tommy........

[tbattaglia]

I wonder if things are getting close or its still one shareholder loading a very large position.....

[splintered sunlight]

FYI - IF WE PRINT ON THE OFFER, THEY WOULD BE AT LEAST AT LEAST A 10 YEAR HIGH ACCORDING TO CNBC................

[Potse]

PHBR...increased my position......

I tried to make contact with him on twitter but didn't get a response. Its possible the volume we see is from what ever target reverse merger getting closer and people familiar with the deal buying some cheaper shares. Or could just be retail noticing the same things we did.

A significant amount of the volume the last two days has been my purchases (128K shares), so it might be just retail traders/investors. These are the first shares I have paid more than 10 cents for. Currently holding a 494K position at an average a little over .0774 per share.

For whatever reason the PHBR shell has always seemed to basically get ignored by shell investors. It never really got the big kind of move and valuation (at least for the moment) that many other Lazar-related shells have seen over the last couple of years. So that is a bit puzzling, and sometimes makes me wonder if I am completely missing something.

But every time I analyze this shell/situation, I continue to think the risk/reward on PHBR looks extremely attractive at these kinds of prices. Maybe PHBR will be a Lazar-related shell that has a "delayed" movement/response, similar to what happened with Lazar's MAGAA/YBGJ shell on its move from roughly fifty cents to over three dollars after its reverse merger.

[splintered sunlight]

Thank you very much.

Links looks good and so does PHBR.

[jepekay]

From your mouth to God's ears. I have been sitting on this one for so long. Let's keep a close eye on it

[tbattaglia]

I tried to make contact with him on twitter but didn't get a response. Its possible the volume we see is from what ever target reverse merger getting closer and people familiar with the deal buying some cheaper shares. Or could just be retail noticing the same things we did.

[jepekay]

Dimaggio has been very quiet on LinkedIn. His last post dates back a month. Can't remember this much volume on PHBR

[tbattaglia]

Lazar did the custodianship and cleaned up the shell, brought it up to SEC reporting current.

Then Ross Di'maggio purchased the shell from lazar for $245k in cash.
https://www.otcmarkets.com/filing/html?id=14563104&guid=UgypUeSHJMVYG3h

Also as part of the purchase Dimaggio got 18m shares of common stock(62% of the outstanding) this is good news because whatever he does to the common shareholders he does to himself.

if you look at his linkedin profile it appears he follows/helped some companies that went from OTC to big boards..
https://www.linkedin.com/in/ross-dimaggio-0b4b9219/

all of these factors are why i purchased a large chunk of shares a couple months ago and am now just waiting for something to happen.

[splintered sunlight]

tbattaglia I always thought that PHBR was a Lazar shell.

You said it is a Ross Dimaggio - am I wrong?

Either way I like the way it's acting.

Thanks

[jepekay]

What's going on with PHBR waking up all of a sudden with decent volume. Any new development?

[tbattaglia]

Maybe Ross Dimaggio is close to executing on whatever plan he has for this shell. He is very active on linkedin with other OTC COs that are all trading above $50 million market caps. I'm not sure if his Company was involved with their going public but that is the impression I get.

[splintered sunlight]

Thank you vey much for a thorough analysis.

I appreciate it.

[Potse]

splintered sunlight...regarding PHBR.....

Do you have an opinion of the action in PHBR the last couple of days?

I don't think there is anything about the stock action of PHBR in the last couple of days to really have any meaningful opinion on. Particularly when both the broad markets and the OTC market have been struggling for awhile now.

Nothing has really changed about how I look at this shell (other than acknowledging that overall market conditions have deteriorated). Strictly my opinion, but the risk/reward in this 5-10 cent area looks about as attractive as any shell I currently follow. I picked up another 20K shares last week around the .074 area, and I will probably continue accumulating shares.

The legacy share structure/valuation on PHBR continues to look extremely interesting when compared to what other David Lazar shells have achieved. When using that metric to evaluate/compare Lazar shells, I can make a strong argument that PHBR probably should be trading at a minimum in the 20-30 cent area.

The only thing that will change my opinion of the PHBR shell is whatever future corporate actions take place. Once I see what Ross Dimaggio has planned for this shell and the actions he will take to implement that plan, I can then start to positively/negatively adjust my thoughts on the shell and the position I own.

[splintered sunlight]

Potse,

Do you have an opinion of the action in PHBR the last couple of days?

I have been conversing with jepekay who also owns a position......

[splintered sunlight]

I see you have been in PHBR for 5/6 years - wow.

I have only been around a few months.

By idiots, I presume you are referring to the sellers. I don't know as I have bought a bunch of this today and in the last few weeks.

I REALLY hope they are idiots and they will go away so PHBR can start to head back up!!!!!!!!!!!!

It is an SEC reporting company.

What do you make of the form 3 filed by DiMaggio back in December. I do not know how to read it.

[jepekay]

Why is the work so full of idiots?

[splintered sunlight]

WTF

[splintered sunlight]

Wha tin the world are you talking about.

PLEase dumb it down so I can understand you..............

[Sunshinegirl]

My point

[Sunshinegirl]

There is not thing here bid .55. Just another scammer.

[splintered sunlight]

Yes, I don't understand your point?