Item 1.01 Entry into a Material Definitive Agreement.


On October 5 2021, PhoneBrasil International, Inc. (the "Company") entered into
a Securities Purchase Agreement ("SPA") with two investors (the "Purchasers")
for an aggregate of $150,000 gross proceeds in which it offered and sold Secured
Convertible Promissory Notes (the "Note") and five-year warrants to purchase
shares of common stock, par value $0.000001 per share of the Company at an
exercise price of $1.9032 per share (the "Warrant") pursuant to the terms and
conditions of the SPA and secured by a Security Agreement. The proceeds shall be
used for working capital.




The Notes are due October 5, 2023. The Notes bear interest at 8% per annum
payable quarterly, subject to an increase in case of an event of default as
provided for therein. The Notes are convertible into shares of Common Stock at
any time following the date of issuance at the Purchasers' option at a
conversion price of $1.9032 per share, subject to certain adjustments.
Furthermore, at any time after the 12 month anniversary of the date of issuance
of the Notes, the Company may, after written notice to the Purchaser, redeem all
of the then outstanding principal amount of the Notes for cash in an amount
equal to the sum of 110% of the then outstanding principal amount of the Note,
accrued but unpaid interest and all liquidated damages and other amounts due in
respect of the Note (if any).

The Warrants are exercisable for five-years from October 5, 2021 at an exercise price of $1.9032 per share, subject to certain adjustments.





The Company's obligations under the SPA and the Notes are secured by a first
priority lien on all of the assets of the Company and its wholly owned
subsidiaries pursuant to a Security Agreement, dated October 5, 2021 (the
"Security Agreement") by and among the Company, its wholly-owned subsidiaries,
Mikab Corporation and AmeriCrew Holdings LLC, the Purchasers, and Westpark
Capital Inc., as agent for the secured parties. The Company's obligations under
the Notes are secured by the Company's subsidiaries.



Pursuant to the SPA, the Company and its wholly owned subsidiaries, entered into
a Guaranty Agreement, dated October 5, 2021 (the "Guaranty Agreement") by and
among the Company, Mikab Corporation, AmeriCrew Holdings, LLC and the
Purchasers. Each Guarantor has guaranteed to the Purchasers the payment of

the
Notes.

In additional, pursuant to the SPA, the Company entered into a Registration Rights Agreement dated October 5, 2021, by and between the Company and the Purchasers, in which the Company has agreed to file a Registration Statement on Form S-1 with the SEC within 30 days of the termination of the Note offering.

Westpark Capital, LLC (the "Placement Agent") served as placement agent under
the private placement and will receive a cash commission in the amount of 9% of
the gross proceeds sold. The Company also agreed to pay the Placement Agent a
non-refundable cash retainer of $50,000. In addition, we have agreed to pay the
Placement Agent's legal fees of which $15,000 has been paid. Furthermore, the
Placement Agent will be entitled to receive five-year warrants (the "Placement
Agent Warrants") to purchase such number of shares of common stock as are equal
to 9% of the aggregate number of shares of common stock underlying the Notes
contained in the Notes and Warrants sold. The Placement Agent Warrants will have
an exercise price of $110% of the applicable Warrant exercise price.

The offer and sale of the Notes and Warrants pursuant to the SPA and the Placement Agent Warrants have not been or will not be registered under the Securities Act of 1933 and are exempt from registration pursuant to Section 4(a)(2) thereof and Rule 506(c) promulgated thereunder.


The foregoing description of the terms of the Notes, the Warrants, the SPA, the
Security Agreement, the Guaranty Agreement, the Registration Rights Agreement
and the transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the form of Note, the form of Warrant,
the form of SPA, the form of Security Agreement, the form of Guaranty Agreement,
and the form of Registration Rights Agreement, a copy which is filed as Exhibits
10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on
Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sale of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.


The issuances of the Notes and the Warrants described above are exempt from
registration under Section 4(a)(2) and/or Rule 506(c) of Regulation D as
promulgated by the Securities and Exchange Commission under of the Securities
Act of 1933, as amended (the "Securities Act"), as transactions by an issuer not
involving any public offering.



                                       1

Item 9.01 Financial Statements and Exhibits





(d) Exhibits.



                                                                                             Filed or
                                                             Incorporated by Reference       Furnished
Exhibit #               Exhibit Description                Form       Date        Number     Herewith
  10.1        Securities Purchase Agreement                                                    Filed
  10.2        Form of Secured Convertible Promissory                                           Filed
            Note
  10.3        Form of Warrant                                                                  Filed
  10.4        Form of Security Agreement                                                       Filed
  10.5        Form of Guaranty Agreement                                                       Filed
  10.6        Form of Registration Rights Agreement                                            Filed
   104      Cover Page Interactive Data File (embedded
            within the Inline XBRL document)




                                       2

© Edgar Online, source Glimpses