U.S. UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

FORM 10-Q

(Mark one)

þ☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBERFor the quarterly period ended June 30, 20202021

☐     TRANSITION REPORT UNDERPURSUANT TO SECTION 13 OR 15(D)15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ________________ TO ________________________.For the transition period from  to 

Commission File Number 333-174581PHONEBRASIL INTERNATIONAL INC.

Utz Technologies, Inc.(also known as PhoneBrasil International Inc.)

(Exact name of registrant as specified in its charter)

New Jersey33-148545

New Jersey

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1185 Avenue of the Americas, 3rd Floorincorporation)

33-148545

New York, New York 10036(IRS Employer Identification No.)

3001 PGA Boulevard

Suite 305

Palm Beach Gardens, FL 33410

Tel: (609) 433-6711

(Address and telephone number of principalregistrant’s executive offices)office)

1-(310)-734-2626

(Issuer’s Telephone Number)

Securities registered pursuant to Section 12(g)12(b) of the Act: None. 

Title of each className of each exchange on which registered
Common Stock, $0.000001none

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No þ

Indicate by check markcheckmark whether the registrantissuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the precedingpast 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes    No þ

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     No þ

Indicate by check mark whether the registrant is a large accelerated filer,filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting companyþ
Emerging growth companyþ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. þ

Indicate by check markcheckmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ  No ☐

AsIndicate the number of October 3, 2020,shares outstanding of each of the Registrant had 29,034,000 sharesissuer’s classes of Common Stock issued and outstanding.common stock, as of the most practicable date:

DOCUMENTS INCORPORATED BY REFERENCE - None

ClassOutstanding as of August 10, 2021
Common Stock, $0.00000129,034,000

 

 

 

PHONEBRASIL INTERNATIONAL INC.

TABLE OF CONTENTS

PART 1FINANCIAL INFORMATION1Page
PART IItem 1Financial informationFinancial Statements (Unaudited)1
Item 1Balance SheetsFinancial statements (unaudited)1
Item 2StatementsManagement’s discussion and analysis of Operationsfinancial condition and results of operations29
Item 3Statements of Change in Stockholders’ DeficitQuantitative and qualitative disclosures about market risk311
Item 4Statements of Cash FlowsControls and procedures411
Notes to the Financial Statements5
PART IIItem 2.Other InformationManagement’s Discussion and Analysis of Financial Condition and Results of Operations812
Item 3.1Legal proceedingsQuantitative and Qualitative Disclosures About Market Risk1112
Item 4.Unregistered sales of equity securities and use of proceedsControls and Procedures1112
Item 3PART II. Defaults upon senior securities12
Item 4OTHER INFORMATIONMine safety disclosures12
Item 5Other information12
Item 16ExhibitsLegal Proceedings1213
Item 2.SignaturesUnregistered Sales of Equity Securities and Use of Proceeds12
Item 3Defaults Upon Senior Securities12
Item 4Mine safety disclosures12
Item 5Other Information12
Item 6Exhibits13
Signatures14

 

i

 

 

PART I.

I: FINANCIAL INFORMATION

 

Item 1.

Financial Statements.

PHONEBRASIL INTERNATIONAL, INC.

UNAUDITED BALANCE SHEETS

(unaudited)

  September 30,  December 31, 
  2020  2019 
       
ASSETS      
Total Assets $-  $- 
         
LIABILITIES & STOCKHOLDERS' DEFICIT        
         
Current liabilities        
Accounts payable and accrued expenses $-  $5,575 
Notes payable -related party  42,435   7,500 
Total current liabilities  42,435   13,075 
Total liabilities  42,435   13,075 
         
Commitments and contingencies  -   - 
         
Stockholders' Equity        
Common stock, $0.000001 par value 30,000,000 shares authorized, 29,034,000 and 11,034,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively  18   - 
Paid in Capital  4,982     
Retained earnings (Deficit)  (47,435)  (13,075)
Total Stockholders' (Deficit)  (42,435)  (13,075)
Total Liabilities and Stockholders' (Deficit) $-  $- 

  June 30,
2021
  December 31,
2020
 
ASSETS 
Total Assets $-  $- 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current Liabilities:        
Notes payable - related party $17,550  $- 
Total Current Liabilities  17,550   - 
Total Liabilities  17,550   - 
         
Stockholders’ Deficit:        
Series A Convertible Preferred Stock, $0.000001, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively  300   300 
Common stock, $0.000001 par value 300,000,000, shares authorized, 29,034,000  shares issued and outstanding as of June 30, 2021 and December 31, 2019, respectively  18   18 
Additional paid in capital  277,043   277,043 
Accumulated deficit  (294,911)  (277,361)
Total Stockholders’ Deficit  (17,550)  - 
Total Liabilities and Stockholders’ Deficit $-  $- 

The accompanying notes are an integral part of these unaudited financial statements.


 


PHONEBRASIL INTERNATIONAL, INC.

UNAUDITED STATEMENTS OF OPERATIONS

(unaudited)

  Three Months  Three Months  Nine Months  Nine Months 
  Ended  Ended  Ended  Ended 
  September 30,  September 30,  September 30,  September 30, 
  2020  2019  2020  2019 
             
Revenue $-  $-  $-  $- 
                 
Operating Expenses:                
Administrative expenses -related party  9,753   7,275   34,360   8,325 
Total operating expenses  9,753   7,275   34,360   8,325 
(Loss) from operations  (9,753)  (7,275)  (34,360)  (8,325)
Other expense                
Other (expense) net  -   -   -   - 
Income (loss) before provision for income taxes  (9,753)  (7,275)  (34,360)  (8,325)
Tax Provision  -   -   -   - 
Net (Loss) $(9,753) $(7,275)  (34,360)  (8,325)
           -     
Basic and diluted earnings(loss) per common share $(0.00) $(0.00) $(0.00) $(0.00)
           -     
Weighted average number of shares outstanding  14,164,435   11,034,000   12,085,095   11,034,000 

  For the three months ended  For the six  months ended 
  June 30,  June 30, 
  2021  2020  2021  2020 
             
Revenues $-  $-  $-  $- 
                 
Operating expenses                
Administrative expense - related party  3,900   22,465   17,550   24,607 
Total operating expenses  3,900   22,465   17,550   24,607 
                 
Operating loss  (3,900)  (22,465)  (17,550)  (24,607)
                 
Other income (expense)                
Other income (expense)  -   -   -   - 
Total other income (expense)  -   -   -   - 
                 
Net loss $(3,900) $(22,465) $(17,550) $(24,607)
                 
Weighted average number of shares outstanding                
Basic and diluted  11,034,000   11,034,000   29,034,000   11,034,000 
                 
Net loss per share                
Basic and diluted $(0.00) $(0.00) $(0.00) $(0.00)

The accompanying notes are an integral part of these unaudited financial statements.

 


PHONEBRASIL INTERNATIONAL, INC.

UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

  Common Stock  Paid in  Retained  Total Stockholders' 
  Shares  Value  Capital  Earnings  Equity 
Balance, December 31, 2018 11,034,000  $-  $-  $(2,100) $(2,100)
                     
Net loss              (525)  (525)
                     
Balance March 31, 2019  11,034,000  $-  $-  $(2,625) $(2,625)
                     
Net loss              (525)  (525)
                     
Balance, June 30, 2019  11,034,000  $-  $-  $(3,150) $(3,150)
                     
Net loss              (7,275)  (7,275.0)
                     
Balance, September 30, 2019  11,034,000  $-  $-  $(10,425) $(10,425)
                     
Balance, December 31, 2019  11,034,000  $-  $-  $(13,075) $(13,075)
                     
Net loss              (2,142)  (2,142)
                     
Balance, March 31, 2020  11,034,000  $-  $-  $(15,217) $(15,217)
                     
Net loss              (22,465)  (22,465)
                     
Balance, June 30, 2020  11,034,000  $-  $-  $(37,682) $(37,682)
                     
Net loss              (9,753)  (9,753)
                     
Common stock issued to reduce related party debt  18,000,000   18   4,982       5,000 
                     
Balance, September 30, 2020  29,034,000  $18  $4,982  $(47,435) $(42,435)

The accompanying notes are an integral part of the financial statements.


PHONEBRASIL INTERNATIONAL, INC.

UNAUDITED STATEMENTS OF CASH FLOWS

(unaudited)

  Nine Months  Nine Months 
  Ended  Ended 
  June 30,  June 30, 
  2020  2019 
Cash Flows From Operating Activities:      
Net income (loss) $(34,360) $(8,325)
Adjustments to reconcile net income to net cash provided by (used for) operating activities        
Accounts payable and accrued expenses  (5,575)  825 
Net cash (used for) operating activities  (39,935)  (7,500)
         
Cash Flows From Investing Activities:        
Net cash provided by (used for) investing activities  -   - 
         
Cash Flows From Financing Activities:        
Proceeds from related party loans  39,935   7,500 
Net cash provided by financing activities  39,935   7,500 
         
Net Increase (Decrease) In Cash  -   - 
Cash At The Beginning Of The Period  -   - 
Cash At The End Of The Period $-  $- 
         
Supplemental disclosure of cash flow information:        
Cash paid for interest $-  $- 
Cash paid for taxes $-  $- 
         
Supplemental disclosure  of non-cash investig and financing activities        
Common stock issued to reduce notes payable related parties $5,000  $- 

  For the six  months ended 
  June 30, 
  2021  2020 
Cash flows used in operating activities      
Net loss $(17,550) $(24,607)
Adjustments to reconcile net loss to net cash used in operating activities        
Changes in assets and liabilities        
Accounts payable and accrued expenses  -   (5,575)
Net cash used in operating activities  (17,550)  (30,182)
         
Cash flows used in investing activities        
Net cash used in investing activities  -   - 
         
Cash flows provided by financing activities        
Proceeds from related party loans  17,550   30,182 
Net cash provided by financing activities  17,550   30,182 
         
Net increase (decrease) in cash  -   - 
         
Cash, beginning of period  -   - 
Cash, end of period $-  $- 
         
Supplemental disclosure of cash flow information        
Cash paid for interest $-  $- 
Cash paid for taxes $-  $- 

The accompanying notes are an integral part of these unaudited financial statements.

 


PHONEBRASIL INTERNATIONAL, INC.

STATEMENTS OF STOCKHOLDERS DEFICIT

(unaudited)

  Preferred Stock-Series A
Convertible
  Common Stock  Additional
Paid In
  Accumulated    
  Shares  Amount  Shares  Amount  Capital  Deficit  Totals 
Balance, January 1, 2020       -  $-   11,034,000  $-  $      -  $(13,075) $(13,075)
                             
Net loss                      (2,142)  (2,142)
Balance, March 31, 2020  -  $-   11,034,000  $-  $-  $(15,217) $(15,217)
                             
Net loss                      (22,465)  (22,465)
Balance, June 30, 2020  -  $-   11,034,000  $-  $-  $(37,682) $(37,682)

  Preferred Stock-Series A
Convertible
  Common Stock  Additional
Paid In
  Accumulated    
  Shares  Amount  Shares  Amount  Capital  Deficit  Totals 
Balance, January 1, 2021  10,000,000  $300   29,034,000  $18  $277,043  $(277,361) $- 
                             
Net loss                      (13,650)  (13,650)
Balance, March 31, 2021  10,000,000  $300   29,034,000  $18  $277,043  $(291,011) $(13,650)
                             
Net loss                      (3,900)  (3,900)
Balance, June 30, 2021  10,000,000  $300   29,034,000  $18  $277,043  $(294,911) $(17,550)

The accompanying notes are an integral part of these unaudited financial statements.


PHONEBRASIL INTERNATIONAL, INC.

NOTES TO UNAUDITEDUNAUDUTED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND SEPTEMBER 30, 2019

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

PhoneBrasil International, Inc. f/k/a Utz Technologies, Inc. (the “Company”, or “PhoneBrasil”) was organized in New Jersey as Donald Utz Engineering, Inc. in 1991. In April of 1991, the Company changed its name to Utz Engineering, Inc. In March 2002, the Company changed its name to Utz Technologies, Inc. The Company changed its name to PhoneBrasil International, Inc. and further filed a Registration of Alternate Name in the State of New Jersey for the use of the name PhoneBrasil International, Inc. (“we” or the “Company”). We were a development stage company engaged in the telecommunications industry.

On April 20, 2007, with a new management team in place, the Board of Directors, in furtherance of its plan designed to grow the Company substantially, and materially change the business direction of the Company, took the following action:

1. Elected to divest the Company of itits then-current business activities by selling, in consideration of the assumption of all indebtedness and relief of obligations under executory contracts, all of its business assets;

2. Agreed to acquire all of the capital shares of PhoneBrasil Telephonia Voipdigital, Inc., in exchange for 6,000,000 shares of the Company’s capital stock; and

3. Agreed, subject to Shareholder approval, to change the Company’s name to PhoneBrasil International Inc.

On April 30, 2007, The Board of Directors, realizing there were not sufficient shares authorized to be issued by the Company agreed, subject to shareholder approval, to increase the amount of shares the Company is authorized to issue from 6,000,000 to 30,000,000.

On May 12, 2007, shareholders owning a majority of the issued and outstanding voting shares of the Company voted affirmatively to amend the Certificate of Incorporation of the Company in order to (a) increase the authorized shares the Company is allowed to issue from 6,000,000 to 30,000,000; and (b) to change the name of the Company from its present form to PhoneBrasil International, Inc. However, this was not properly filed with the State of New Jersey. Therefore, the Company submitted the Registration of Alternate Name in the State of New Jersey for the use of the name PhoneBrasil International, Inc. in May of 2020.

On February 14, 2020, the Superior Court of New Jersey Equity Division appointed Custodian Ventures, LLC any entity controlled by David Lazar as the custodian for PhoneBrasil International, Inc., f/k/a Utz Technologies, Inc., Civil Action No. C-2-20, finding that Custodian Ventures, LLC had exhausted all reasonable means of serving the Summons and Complaint in the action to the officers and directors of PhoneBrasil International, Inc., f/k/a Utz Technologies, Inc., and thereby deemed to have served the Summons and Complaint pursuant to Rule 4:4-4(b)(3) and the officers and directors failed to answer or respond in the time allotted by Rule 1:20-6.2. There was no opposition.


On September 30, 2020, the Company filed a Restated Certificate of Incorporation which increased the authorized shares to 300,000,000 shares of common stock and 10,000,000 shares of preferred stock each with a par value of $0.000001 per share. The preferred shares are convertible to common shares at a ratio of 30 to 1.

The increase in the shares the Company is authorized to issue was made because Management believed that it would better position the Company in its efforts to make acquisitions of viable business entities on a stock for stock basis. The Board of Directors further believed it would benefit the shareholders to have a substantial number of unreserved shares available for issuance in orderso that adequate shares may be available for the possible business combination or an acquisition.

On September 15, 2020, the Company issued 18,000,000 shares of $0.00001 par value common stock to Custodian Ventures, LLC in return for a reduction of $5,000 of the interest-free demand loans issued to the Company by Custodian Ventures, LLC.


 

On October 5, 2020, the Company issued 10,000,000 shares of Series A Preferred Stock to Custodian Ventures, LLC in return for a reduction of $10,000 of related party debt that had been extended to the Company.

Effective December 9, 2020, DR Shell LLC, a Delaware limited liability company (the “Buyer”) purchased from Custodian Ventures LLC, 18,000,000 shares of the common stock of the Company, representing approximately 62% of the outstanding Common Stock of the Company, and (ii) 10,000,000 shares of Convertible Preferred Stock of the Company, for a total purchase price of $245,000 in cash. The funds were provided by the Buyer’s members. The shares were acquired pursuant to a Stock Purchase Agreement, dated December 9, 2020 (the “SPA”), by and among the Seller, the Buyer, and David Lazar, then Chief Executive Officer of the Company and managing director of Custodian Ventures, LLC. Additionally, under the terms of the SPA, Mr. Lazar forgave $41,229 in related-party loans.

As a result of the transaction, Mr. Ross DiMaggio, the manager of the Buyer, acquired control of the Company.

Under the terms of the SPA, effective December 9, 2020, Mr. Lazar resigned as the Chief Executive Officer, Treasurer, and Secretary of the Company, and Mr. DiMaggio was appointed as the sole director, Chief Executive Officer, Treasurer, and Secretary of the Company.

Based on information currently available the Company has never commenced operating activities.

The Company’s accounting year-end is December 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. 

Management’s Representation of Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

Basis of Presentation

The accompanying These condensed consolidated financial statements have been preparedshould be read in accordanceconjunction with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entitiesaudited consolidated financial statements and notes thereto on December 31, 2020, as presented in the preparation of financial statements in conformityCompany’s Annual Report on Form 10-K filed on March 16, 2021 with generally accepted accounting principles (“GAAP”) in the United States. SEC.


 

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of SeptemberJune 30, 2020,2021, the Company had a working capitalno cash and an accumulated deficit of $42,435 and negative shareholders’ equity of $42,435.$(294,911).

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by David Lazar who is extending interest-free demand loans to the Company. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continueattempt to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans.loans from related parties. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.


Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On SeptemberJune 30, 2020,2021, and December 31, 2019,2020, the Company’s cash equivalents totaled $-0- and $-0- respectively.

Income taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings“Earnings per Share." Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that impact the Company’s operationsoperations.

COVID-19 Update

To date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise. See Item 1A “Risk Factors” for more information.


 

NOTE 3 – EQUITYNOTES PAYABLE-RELATED PARTY

As of SeptemberJune 30, 2020,2021 and December 31, 2019, respectively,2020 the balances of notes payable related party were $17,550 and $-0- respectively.

These interest free demand loans were extended to the Company by DR Shell, an entity controlled by Ross DiMaggio, the CEO of the Company. As a result, Mr. Ross DiMaggio, the manager of DR Shell, acquired control of the Company.

NOTE 4 – EQUITY

Common Stock

The Company has authorized 300,000,000 shares of $0.000001 par value, common stock. As of June 30, 2021, and December 31, 2020, there were 29,034,000 and 11,034,000 shares of Common Stock issued and outstanding, respectively.

The Company has authorized 30,000,000did not issue any common shares of common stock. As a New Jersey corporation, the Company was entitled to issue common stock at no par value. Initially the 30,000,000 shares of common stock were authorized with no par value. During the three months endedin 2019. On September 30,15, 2020, the Company issued 18,000,000 shares of $0.00001$0.000001 par value common stock to Custodian Ventures, LLC in return for a reduction of $5,000 of the interest-free demand loans issued to the Company by Custodian Ventures, LLC. Due to the thinly traded nature of the Company’s common stock trading under the “PHBR”, these shares were valued at $5,000 rather$5,000.

Preferred Stock

The Company has authorized 10,000,000 shares of Convertible Preferred Stock (the “Preferred Stock”) at a par value of $0.000001. As of June 30, 2021, and December 31, 2020, there were 10,000,000 and -0- shares outstanding, respectively. Each share of the Preferred Stock convertible to common stock at a ratio of 30 to 1.

On October 5, 2020, the issued 10,000,000 shares of Preferred Stock to Custodian Ventures, LLC in return for a reduction of $10,000 of related party debt that had been extended to the Company. These shares were valued at $231,132.

The Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the respective Holders decide to convert all or such number of shares of Preferred Stock as each Holder shall determine.

The Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation, (i) senior to all classes or series of the Corporation’s Common Stock and to all other equity securities issued by the Corporation other than equity securities referred to in clauses (ii) and (iii) of this Section 3; (ii) on parity with all equity securities issued by the tradingCorporation with terms specifically providing that those equity securities rank on parity with the Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation; (iii) junior to all equity securities issued by the Corporation with terms specifically providing that those equity securities rank senior to the Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation; and (iv) effectively junior to all existing and future indebtedness (including indebtedness convertible into our Common Stock or Preferred Stock) of the Corporation and to any indebtedness and other liabilities of (as well as any preferred equity interest held by others in) existing subsidiaries of the Corporation. The term “equity securities” shall not include convertible debt securities.

In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the Holders of shares of Preferred Stock will be entitled to be paid out of the assets the Corporation has legally available for distribution to its shareholders, subject to the preferential rights of the holders of any class or series of capital stock of the Corporation it may issue ranking senior to the Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference plus an amount equal to any accumulated and unpaid dividends to, but not including, the date of payment, before any distribution of assets, is made to holders of Common Stock or any other class or series of capital stock of the Corporation that it may issue that ranks junior to the Preferred Stock as to liquidation rights. The liquidation preference shall be proportionately adjusted in the event of a stock split, stock combination, or similar event so that the aggregate liquidation preference allocable to all outstanding shares of Preferred Stock immediately prior to such event is the same immediately after giving effect to such event.

Change of Control

Effective December 9, 2020, DR Shell LLC, a Delaware limited liability company purchased from Custodian Ventures LLC, 18,000,000 shares of the common stock of the Company, representing approximately 62% of the outstanding Common Stock of the Company, and (ii) 10,000,000 shares of Preferred Stock of the Company, for a total purchase price of the Company’s common stock which was trading at a value of $0.0326 on the date the shares were issued.

The Company is currently$245,000 in the process of converting 11,034,000 no par value common stock to the same $0.000001 par value as the issuance of the 18,000,000 shares noted above. The difference in par valuescash.  This transaction had no impact on the Company’s financial statements as of September 30, 2020 and will have no impact prospectively on the Company’s financial statements once the conversion process is completed.statements.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

The Company did not have any contractual commitments of September 30, 2020, and 2019.

NOTE 5 – NOTES PAYABLE-RELATED PARTYCOMMITMENTS AND CONTINGENCIES

Mr. Lazar, the Company’s Court-appointed custodian is considered a related party. AsThe Company did not have any contractual commitments as of SeptemberJune 30, 2020, he had extended $47,435 in interest-free demand loans to the Company. This amount was reduced to $42,435 due to the issuance of 18,000,000 shares of common stock in return for a reduction of Custodian Ventures, LLC note balance. See Note 3. Equity.2021 and 2020.

NOTE 6 – SUBSEQUENT EVENTS

In accordanceOn July 23, 2021, the Company obtained the written consent of DR Shell LLC, the holder of approximately 62% of the Company’s outstanding common stock, to (i) ratify and approve certain prior amendments to the Company’s Certificate of Incorporation filed with ASC 855-10 management has evaluated subsequent events fromthe New Jersey Secretary of State or the Department of the Treasury, as applicable, between March 1991 and September 30, 2019, through2020, and (ii) approve an Amended and Restated Certificate of Incorporation of the dateCompany to, among other things, (A) increase the financial statements were availableCompany’s authorized common stock from 300,000,000 shares to be issued1,650,000,000 shares, (B) ratify to the extent necessary and has determined that there are no items requiring disclosure.give the required notice to non-consenting shareholders of the September 30, 2020 Restated Certificate of Incorporation and (C) clarify the ambiguities in the Certificate of Incorporation. The Company intends to file the Amended and Restated Certificate of Incorporation as soon as possible on or after August 26, 2021 which is more than 20 calendar days after the mailing of the Information Statement on Schedule 14-C describing the foregoing actions by the majority shareholder.


Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

As used in this Form 10-Q, references to “PhoneBrasil”,” the “Company,” “we,” “our” or “us” refer to PhoneBrasil. and unless the context otherwise indicates.

Cautionary Note Regarding Forward Looking Statements

Forward-Looking Statements

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Reportreport contains forward-looking statements thatwithin 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 our future operations. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, working capital sources, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include the ability to close a reverse merger transaction, the possibility that we are unable to raise capital as and when needed, the ongoing impact of the coronavirus pandemic and its negative effect on the U.S. and global economies, and our lack of an operating history and revenue. Further information on the risk factors affecting our business is contained in “Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2020. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or our future financial performance. Inotherwise.

Company Overview

PhoneBrasil International, Inc. f/k/a Utz Technologies, Inc. (the “Company”, or “PhoneBrasil”) was organized in New Jersey as Donald Utz Engineering, Inc. in 1991. We were a development stage company engaged in the telecommunications industry and at some cases, you can identify forward-looking statements by terminology suchpoint we became a shell issuer as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievementsreferred to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith, and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We assume no obligation to update forward-looking statements, except as otherwise requiredon Rule 144(i) under the applicable federal securities laws.

Management’s PlanSecurities Act of Operation1933.

The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate”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 Ventures”), “estimate”, “expect”, “project”, “intend”, “plan”, “believe”, and other words and terms(i) 18,000,000 shares of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

Overview

The Company’s current business objective is to seek a business combination with an operating company. We intend to use the Company’s limited personnelcommon stock, representing approximately 62% of the outstanding common stock of the Company, and financial resources(ii) 10,000,000 shares of Series A Convertible Preferred Stock of the Company, in connection with such activities. exchange for $245,000 in cash. The shares were acquired pursuant to a Stock Purchase Agreement, dated December 9, 2020, by and among Custodian Ventures, DR Shell and David Lazar, then Chief Executive Officer of the Company. As a result, Mr. Ross DiMaggio, the manager of DR Shell, acquired control of the Company.

The Company will utilize its capital stock, debt orcurrently has no operations and is seeking to acquire a combination of capital stock and debt, in effecting anew business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock:

may significantly reduce the equity interest of our stockholders;
will likely cause a change in control if a substantial number of our shares of capital stock are issued, and most likely will also result in the resignation or removal of our present officer and director; and
may adversely affect the prevailing market price for our common stock.

Similarly, if we issued debt securities, it could result in:

default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations;
acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenants were breached without a waiver or renegotiations of such covenants;
our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand; and

our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Critical accounting estimates – The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affectWe do not generate revenues in the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

RECENT ACCOUNTING PRONOUNCEMENTS

On January 1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended September 30, 2020, our financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605.

Results of Operations during the nine months ended September 30, 2020, as comparedshort-term due to the nine months ended September 30, 2019

We have not generated any revenues since inception. We had total operating expensesearly-stage nature of $34,360our Company.

The evaluation and $8,325, duringselection of a business opportunity is a complex and uncertain process. As previously disclosed in the nine months ended September 30, 2020, and September 30, 2019, respectively.

Liquidity and Capital Resources

As of September 30, 2020,Company’s Current Report on Form 8-K filed on June 4, 2021, on May 28, 2021, the Company has no business operationsexecuted a binding amendment to a non-binding Letter of Intent dated March 8, 2021 (the “LOI”) by and no cash resources other than that provided by Management. We are dependent upon interim funding provided by Management or an affiliated partyamong Mikab Corporation (“Mikab”), Novation Enterpises, LLC (“Novation”) and the Company, which LOI sets forth the preliminary understanding with respect to pay professional fees and expenses. Our Management and an affiliated party have agreed to provide funding as may be required to pay for accounting fees and other administrative expensesa proposed reverse merger in which Mikab Corporation acquires control of the Company untilafter acquiring certain of the assets of Novation. This transaction has not closed and we have not executed any definitive agreement although we believe there is a meeting of minds on all material terms. If we acquire Mikab, its shareholders will acquire approximately 94.2% of our capital 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.

Business opportunities that we believe are in the best interests of the Company enters into a business combination. The Company wouldand its shareholders may be scarce, or we may be unable to continueobtain the businesses we identify as a going concern without interim financing provided by Management. As of September 30, 2020, we had $-0- in cash. As of December 31, 2019, we had $-0- in cash.

If we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptableviable for our objectives such as Mikab, including due to us, if at all. The Company depends upon services provided by Management and an affiliated party to fulfill its filing obligations under the Exchange Act. At present, the Company has no financial resources to pay for such services.

The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations, maintaining the filing of Exchange Act reports, the investigation, analyzing, and consummation of an acquisition for an unlimited period of time will be paid from additional money contributed by David Lazar, our sole officer, and director, or an affiliated party.

During the next 12 months, we anticipate incurring costs related to:

filing of Exchange Act reports.
franchise fees, registered agent fees, legal fees, and accounting fees, and
investigating, analyzing, and consummating an acquisition or business combination.


We estimate that these costs will becompetitive forces in the range of five to nine thousand dollars per year andmarketplace beyond our control. There can be no assurance that we will be able to meet these costs as necessary, to be advanced/loaned to us by Management and/or an affiliated party.locate compatible business opportunities for the Company. See –“Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2020.

Plan of Operation

The Company currently planshas no operations from a continuing business other than expenditures related to satisfy its cash requirementsrunning the Company as of the date of this report. If we are unable to acquire Mikab, we will again explore locating a suitable operating business. With the changes to SEC Rule 15c2-11 becoming effective in late September 2021, we will only be able to trade on the Pink Open Market for 18 months following the effective date of the new Rule. We expect that will create more competition for operating businesses and may make acquiring an operating business more difficult and more expensive.


Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the next 12 months through borrowings from its CEOdevelopment of new products or companies affiliatedservices or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, its CEO and believes it can satisfy its cash requirements so long as it can obtain financing from these affiliated parties. The Company expects that money borrowed will be used duringan entity which desires access to the next 12 months to satisfy the Company’s operating costs, professional fees, and for general corporate purposes. There is no written funding agreement between the Company and Mr. Lazar, our sole officer and director. As of September 30, 2020, the Company had obtained loans totaling $42,435, net from its shareholder, Custodian Ventures, LLC to fund its operations. The loans are interest-free and payable on demand.U.S. capital markets.

 

GOING CONCERNAdditional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

Our financial statements accompanying this Report have been prepared assumingprospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development.  Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will continue as a going concern, which contemplatesbe successful in addressing such risks, and the realization of assets and liquidation of liabilities in the normal course of business. The financial statementsfailure to do not include any adjustments that might result from the outcome of this uncertainty. Weso could have a minimal operating history and minimal revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or futurematerial adverse effect on our business prospects, financial condition changes in financial condition, revenues or expenses,and results of operations, liquidity, capital expendituresoperations.

Liquidity and Capital Resources

Cash Flows used by Operating Activities:

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

Cash Flows from Financing Activities

For the six months ended June 30, 2021, we borrowed $17,550 from our principal shareholder. In the six months ended June 30, 2020, we borrowed $30,182 from our former principal shareholder.

We have $-0- cash on hand as of August 1, 2021 and are dependent upon loans from our principal shareholder to remain operational.

COVID-19 Update

To date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or capital resources that are materialotherwise, and/or on one or more of the businesses we may acquire. Many government restrictions have been relaxed and the economy has continued to stockholders.open in more jurisdictions. However, the emergence of new and transmittable variants of COVID-19 appears to have led to a resurgence of the virus, particularly in populations with low vaccination rates and has resulted in new restrictions in certain geographies and among certain businesses.   The long-term financial impact on us cannot be reasonably estimated at this time. As a result, 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 fiscal year ended December 31, 2020 for more information.


Item 3.Quantitative and Qualitative Disclosure About Market Risk

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller company, we are not required to provide the information required by this item.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and ProceduresProcedures.

Our management, including our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosureWe are required to maintain “disclosure controls and procedures (asprocedures” as such term is defined in RulesRule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934. Based on his evaluation as of the end of the period covered by this report. Our management does not expect thatQuarterly Report on Form 10-Q, Mr. Ross DiMaggio, who is presently serving as our disclosure controlsChief Executive Officer and procedures will prevent all error and all fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Based on that evaluation, as of September 30, 2020, our chief executive officer and chief financial officerChief Financial Officer has concluded that our disclosure controls and procedures were ineffectivenot effective to provide reasonable assuranceensure that the information we arerelating to our company, required to disclosebe disclosed in our SEC reports that we file or submit under the Exchange Act(i) is recorded, processed, summarized and reported within the time periods specified in the SEC’sSEC rules and forms, and that such information(ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate,Chief Executive Officer, to allow timely decisions regarding required disclosure.disclosure as a result of material weaknesses in our internal control over financial reporting.

Changes in Internal ControlControls over Financial Reporting

There werehave been no changes in the Company’s internal control over financial reporting during the three-month period covered by this report that have materially affected, or are reasonably likely to materially affect, ourthe Company’s internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the period covered by this report. reporting.


PART II. OTHER INFORMATION

Item 1.Legal Proceedings.

ITEM 1. LEGAL PROCEEDINGS

Management is

We are not currently involved in any legal proceedings and we are not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer, or affiliate is (i) a party adverse to us in any legal proceedings, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened legal actions against us or our properties.the Company. 

Item 1A.Risk Factors.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this item.

Not applicable.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

Not applicable.

During the three months ended September 30, 2020, the Company issued 18,000,000 shares of its common stock to Custodian Ventures, LLC in return for a reduction of $5,000 in loan balance due by the Company to Custodian Ventures, LLC.

Purchases of equity securities by the issuer and affiliated purchasers

None.

Use of Proceeds

None

Item 3.Defaults Upon Senior Securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4.Mine Safety Disclosures.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5.Other Information.

ITEM 5. OTHER INFORMATION

None.


 

None.


Item 6. Exhibits

ITEM 6. EXHIBITS

    Incorporated by
Reference
 Filed or
Furnished
Herewith
Exhibit # Exhibit Description Form Date Number  
3.1 Articles of Incorporation, as amended 10-12G 6/12/20 3.1  
3.1(a) Certificate of Designation for Series A Convertible Preferred Stock 10-K 3/16/21 3.1(a)  
3.1(b) Certificate of Correction filed January 27, 2021 10-K 3/16/21 3.1(b)  
3.2 Amended and Restated Bylaws 10-12G 7/9/20 3.2  
10.1 Amendment to Letter of Intent dated May 28, 2021 8-K 6/4/21 10.1  
31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)       Filed
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002       Filed
101.INS Inline XBRL Instance Document.        
101.SCH Inline XBRL Taxonomy Extension Schema Document.        
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.        
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.        
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.        
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.        
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).        


 

31.1Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant toIn accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has dulyregistrant caused this Annual Reportreport to be signed on its behalf by the undersigned, thereunderthereunto duly authorized.

Utz Technologies, Inc.PHONEBRASIL INTERNATIONAL INC.
Dated: October 8, 2020August 11, 2021By:/s/ David LazarRoss DiMaggio

David Lazar, Ross DiMaggio

Chief Executive Officer
(Principal Executive Officer

Principal Accounting Officer,

Director, and Secretary

Officer)

14

 

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