AmeriCrew Form 4 PhoneBrasil International / Ross Dimaggio ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dimaggio Ross

(Last)

(First)

(Middle)

21 OMAHA STREET

(Street)

DUMONT

07628

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PhoneBrasil International Inc [ PHBR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Preferred Stock	⁽¹⁾	10/01/2021		J⁽²⁾			1,000,000	⁽³⁾	⁽³⁾	Common Stock	30,000,000	⁽¹⁾	1,000,000	I	By DR Shell LLC
Series A Preferred Stock	⁽⁴⁾	10/01/2021		J⁽²⁾		124,781.1		10/01/2021	⁽⁵⁾	Common Stock	62,390,571	⁽⁴⁾	124,781.1	I	By DR Shell LLC

Explanation of Responses:

1. Each share of Preferred Stock converts into 30 shares of common stock.

2. 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.

3. 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.

4. Each share of Series A Preferred Stock converts into 500 shares of common stock, subject to customary adjustments.

5. 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.

	/s/ Ross DiMaggio	10/05/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

AmeriCrew (ACRU) Form 4PhoneBrasil International / Ross Dimaggio ownership change