PhoneBrasil International: INTERNETIONAL INC MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND OPERATING RESULTS (Form 10-Q)

Caution regarding forward-looking statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding management’s future plans for the Company, our liquidity and ability to raise capital, our business strategy and future operations. . All statements other than statements of historical fact contained in this report, including statements regarding our future financial condition, liquidity, sources of working capital, business strategy and management plans and objectives for future operations, are forward-looking statements. The words “believe”, “may”, “estimate”, “continue”, “anticipate”, “intend”, “should”, “plan”, “could”, “target”, “potential”, ” is probable, ““ will ”,“ expect ”and similar expressions as they relate to us are intended to identify forward-looking statements. We have based such forward-looking statements in large part on our current expectations and projections regarding future events and financial trends which we believe could affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by all or part of these forward-looking statements may not occur. Material factors, uncertainties and risks which may cause actual results to differ materially from these forward-looking statements include the possibility of closing a reverse merger transaction, the possibility that we may not be able to raise capital when needed, the continuing impact of the coronavirus pandemic and its negative effects on we and global economies, and our lack of operating history and revenue. Further information on the risk factors affecting our business is contained in the “Risk Factors” section of our annual report on Form 10-K for the year ended. December 31, 2020. We assume no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


Company Overview


PhoneBrasil International, Inc. f / k / a Utz Technologies, Inc. (the “Company” or “PhoneBrasil”) was organized in New Jersey like Donald Utz Engineering, Inc. in 1991. We were a developmental company engaged in the telecommunications industry and at one point became a shell issuer as set out in Rule 144 (i) of the Securities Act of 1933.

On December 9, 2020, DR Shell LLC, a Delaware limited liability company (“DR Shell”) purchased from Custodian Ventures LLC, a Wyoming limited liability company (“Custodian companies“), (i) 18,000,000 common shares of the Company, representing approximately 62% of the outstanding common shares of the Company, and (ii) 10,000,000 shares of Series A convertible preferred stock of the Company, in exchange of $ 245,000 in liquid. The shares were acquired under a share purchase agreement dated December 9, 2020, by and among Custodian companies, DR Shell and David Lazar, then Chief Executive Officer of the Company. As a result, Mr. Ross DiMaggio, the manager of DR Shell, has acquired control of the Company.

The Company currently has no activity and is seeking to acquire a new business in United States. We do not generate short term income due to the early nature of our company.

Evaluating and selecting a business opportunity is a complex and uncertain process. As previously noted in the company’s current report on Form 8-K filed on June 4, 2021, on May 28, 2021, the Company signed a binding amendment to a non-binding letter of intent dated March 8, 2021 (the “LAW”) by and among Mikab Corporation (“Mikab”), Novation Enterprises, LLC (“Novation”) and the Company, whose letter of intent sets out the preliminary agreement regarding a reverse merger proposal in which Mikab Corporation acquires control of the Company after acquiring some of the assets of Novation. This transaction has not been closed and we have not signed a definitive agreement although we believe there is an agreement on all material terms. If we acquire Mikab, its shareholders will acquire approximately 94.2% of our share capital.

Mikab and Novation are each service companies engaged in the construction of a national infrastructure involving the installation of wireless telecommunication cables in rural areas, the modernization of wireless communication towers and the provision of services to the charging stations of electronic vehicles (EV).

Business opportunities that we believe to be in the best interests of the Company and its shareholders may be scarce, or we may be unable to secure businesses that we identify as viable for our purposes such as Mikab, particularly due to competitive forces. in the market beyond our control. There can be no assurance that we will be able to find compatible business opportunities for the Company. See – “Risk Factors” in our Annual Report on Form 10-K for the Year Ended December 31, 2020.


Plan of Operation


The Company does not have any ongoing business activities other than expenses related to the management of the Company at the date of this report. If we are unable to acquire Mikab, we will again explore the search for a suitable operational business. With the changes to SEC Rule 15c2-11 coming into effect at the end September 2021, we will only be able to trade on the Pink Open Market for 18 months from the date of entry into force of the new Rule. We anticipate this will create more competition for operating businesses and may make acquiring an operating business more difficult and costly.


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Given our limited capital resources, we may consider a business combination with an entity that has recently started operations, is a developing company or otherwise needs additional funds for the development of new products or services or the expanding into new markets, or is an established business experiencing financial or operational difficulties and in need of additional capital. Alternatively, a business combination may involve the acquisition or merger with an entity that wishes to access the we capital markets.

Additional issuance of shares or convertible debt securities will result in dilution for our current shareholders. In addition, these securities may have rights, preferences or privileges greater than our common shares. Additional financing may not be available on acceptable terms, if at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of potential new business efforts or opportunities, which could significantly and materially restrict our business operations.

Our prospects must be considered in the light of the risks, expenses and difficulties frequently encountered by companies at the start of their development. Such risks to us include, but are not limited to, a changing and unpredictable business model, recognition of revenue streams and management of growth. To face these risks, we must, among other things, develop, implement and execute our sales and marketing strategy successfully, respond to competitive developments and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing these risks, and failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.

Liquidity and capital resources

Cash flow used by operating activities:

For the past six months June 30, 2021, the net cash flows used in operating activities were $ 17,550. The net cash flows used in operating activities were $ 30,182
for the six months ended June 30, 2020.

Cash flow from financing activities:

For the past six months June 30, 2021, we borrowed $ 17,550 of our main shareholder. In the past six months June 30, 2020, we borrowed $ 30,182 of our former main shareholder.

We have -0 $– cash on hand at August 1, 2021 and depend on loans from our major shareholder to stay operational.


COVID-19 Update


To date, the COVID-19 pandemic has not had a significant impact on the Company, especially due to our current lack of operations. The pandemic, however, may impact our ability to assess and acquire an operating entity through a reverse merger or otherwise, and / or one or more of the businesses that we may acquire. Many government restrictions were relaxed and the economy continued to open up in more jurisdictions. However, the emergence of new transmissible variants of COVID-19 appears to have led to a resurgence of the virus, especially in populations with low vaccination rates and resulted in further restrictions in some geographies and among some businesses. The long term financial impact on us cannot be reasonably estimated at this time. Therefore, the effects of COVID-19 may not be fully reflected in our financial results until future periods. See “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2020 for more information.

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