Item 1.01 Entry into a Material Definitive Agreement.

The disclosure set forth below under Item 2.01 of this Current Report on Form 8-K (this "Report") is incorporated by reference into this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 12, 2021, PhoneBrasil International, Inc. (the "Company") entered into a Share Exchange Agreement (the "Exchange Agreement") with Mikab Corporation, a New Jersey corporation ("Mikab"), pursuant to which the Mikab stockholders exchanged their shares of Mikab for shares of Convertible Preferred Stock (the "Preferred Stock") of the Company (the "Transaction"). Prior to the closing of the Transaction, Mikab entered into a Business Development Agreement (the "Business Development Agreement") with Novation Enterprises, LLC ("Novation") pursuant to which Mikab agreed to issue shares of its common stock to Novation. Pursuant to the terms of the Exchange Agreement, the Transaction will take place in two steps: (1) Mikab stockholders are issued 9,000,000 shares of presently outstanding Preferred Stock of the Company constituting approximately 82% of the Company's outstanding Common Stock on an as-converted basis in exchange for their Mikab Common Stock, and (2) following the increase in authorized Common Stock on or about August 27, 2021, the Company will reclassify the Preferred Stock by exchanging it for newly designated Series A Convertible Preferred Stock (the "Series A"). As part of the reclassification, the former Mikab stockholders will receive 2,969,722.3 shares of Series A representing 94.2% of the Company's outstanding Common Stock on an as-converted basis without including the Common Stock underlying the Warrants described in "Transactions with Related Persons." The Preferred Stock issued at the closing will be cancelled. Each share of Series A will be convertible into 500 shares of Common Stock. The Series A will vote with the Common Stock on an as-converted basis until converted.

The Company will file an Amended and Restated Certificate of Incorporation as soon as possible on or after August 27, 2021, which is more than 20 days after the mailing of the Information Statement on Schedule 14C pursuant to rules of the Securities and Exchange Commission (the "SEC"), to increase its authorized Common Stock from 300,000,000 shares to 1,650,000,000 shares (the "Charter Amendment"). At that time, it will also file the necessary Certificate of Designation for the Series A Preferred Stock referred to in this Report.

The Company also intends to file an application with the Financial Industry Regulatory Authority ("FINRA") to (i) effect a reverse stock split in the range of one-for-25 to one-for-100 (the "Reverse Split"), with the exact amount to be established by the Company's Board of Directors (the "Board"), and (ii) change the Company's name to AmeriCrew Inc. Following that approval, the Company also will immediately reincorporate in the State of Delaware.

Prior to execution of the Exchange Agreement, DR Shell LLC, the Company's then principal stockholder (the "Former Principal Stockholder") cancelled 9 million shares of its Preferred Stock and the Company reissued those shares to the Mikab stockholders in the first step of the Transaction described above.

The Former Principal Stockholder retained 1,000,000 shares of Preferred Stock which it will exchange as part of the reclassification for its proportional number of Series A shares or approximately 4% of the Company's Common Stock on an as-converted, post-Transaction basis, which together with its 18,000,000 shares of Common Stock will constitute 5.1% of the Company's outstanding Common Stock without including the Common Stock underlying the Warrants described in "Transactions with Related Persons."





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The terms of the Exchange Agreement provide that the Company will pay the Former Principal Stockholder $300,000 upon the earlier of completing a financing or December 31, 2021.

Further, subject to compliance with Rule 14f-1 under the Securities Exchange Act of 1934 (the "Exchange Act"), under the Exchange Agreement the Company will expand its Board to five persons and appoint the following as members of the Board: (i) four individuals designated by Mikab, and (ii) one individual designated by the Company.

Mikab expects to acquire selected assets of Novation within 60 days. If it does complete this acquisition, it will pay Novation $1,300,000, which Novation will use to terminate a royalty agreement. Regardless, the Preferred Stock issued to Novation or its designees will not be cancelled.

The Exchange Agreement contained customary indemnification provisions with respect to liabilities and losses arising from a material breach of a representation or warranty contained in the Exchange Agreement.

The foregoing description of the Exchange Agreement and the related transactions consummated and contemplated thereby is qualified in its entirety by the full . . .

Item 3.02 Unregistered Sales of Equity Securities.

On August 12, 2021, the Company consummated the Transaction under the Exchange Agreement, whereby 9,000,000 shares of the Company's Preferred Stock were issued to the Mikab stockholders and the Company agreed to subsequently cancel the existing Preferred Stock and issue a total of 3,094,503.4 shares of Series A to the former Mikab stockholders and the Former Principal Stockholder as part of a reclassification. The disclosure in Item 1.01 is incorporated herein by reference. The issuances of the foregoing securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Exchange Agreement, on August 12, 2021 Mr. Ross DiMaggio resigned as Chief Executive Officer of the Company, and each of Messrs. P Kelley Dunne, Brian Weis, Earl Scott and Keith Eckert were appointed as officers of the Company. Further, Mr. P. Kelly Dunne was appointed a director of the Company and, pending compliance with Rule 14f-1, each of Messrs. Brian Weis, Earl Scott and Jose Mercado were also appointed as directors of the Company. The biographical information and employment terms for each of these individuals is set forth in Item 2.01 under "Directors and Officers" which is incorporated herein by reference.

Item 5.06 Change in Shell Company Status.

As a result of the closing of the Transaction described in Items 1.01 and 2.01 of this Report, which description is incorporated by reference in this Item 5.06 of this Report K, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 23, 2021 the Company's Board and the Former Principal Stockholder acted by written consent in lieu of a meeting to ratify prior charter amendments and to approve the Charter Amendment. More information on these matters is available on our Definitive Information Statement on Form 14C filed with the SEC on August 3, 2021.





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Item 9.01 Financial Statements and Exhibits





(d) Exhibits.



                                                                                          Filed or
                                                           Incorporated by Reference      Furnished
Exhibit #              Exhibit Description                 Form        Date     Number    Herewith
   3.1        Certificate of Incorporation, as            10-12G      6/12/20     3.1
            amended
 3.1(b)       Certificate of Correction filed January      10-K       3/16/21   3.1(b)
            27, 2021
   3.2        Amended and Restated Bylaws                 10-12G      6/12/20     3.2
  10.1        Form of Share Exchange Agreement*                                             Filed
  10.2        Amendment to Letter of Intent dated May       8-K       6/4/21     10.1
            28, 2021
  10.3        Stock Purchase Agreement dated December      10-K       3/16/21    10.1
            7, 2020
  10.4        Letter Agreement dated December 9,           10-K       3/16/21    10.2
            2020
  10.5        Promissory Note issued to Custodian        10-12G/A     7/9/20     10.1
            Ventures, LLC
  23.1        Consent of Independent Registered Public                                      Filed
            Accounting Firm
  99.1        Audited Financial Statements of Mikab                                         Filed
            Corporation for the Fiscal Years ended
            December 31, 2020 and 2019
  99.2        Unaudited Financial Statements of Mikab                                       Filed
            Corporation for the Fiscal Quarter ended
            March 31, 2021
  99.3        Pro Forma Financial Information of Mikab                                      Filed
            Corporation
   104      Cover Page Interactive Data File -- the
            cover page XBRL tags are embedded within
            the Inline XBRL document

* Exhibits and/or Schedules have been omitted. The Company hereby agrees to

furnish to the Staff of the Securities and Exchange Commission upon request any


   omitted information.




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