Americrew Inc. (ACRU)

[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.