U.S. UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

þ  QUARTERLY

For the quarterly period ended: September 30, 2021

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020For the transition period from:

☐  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934Commission file number 000-56176

FOR THE TRANSITION PERIOD FROM ________________ TO ________________________.

Commission File Number 333-174581

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

(Exact name of registrant as specified in its charter)

1185 Avenue of the Americas, 3^rd Floor

New York, New York 10036

(Address of principal executive offices)

1-(310)-734-2626

(Issuer’s Telephone Number)

Securities registered pursuant to Section 12(g) of the Act:

Issuer’s telephone number: (201) 387-7700

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 registrant has (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐☒ No þ☐

Indicate by check markcheckmark whether the registrant is a large accelerated filer, 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,”filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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 standardsstandard provided pursuant to Section 13(a) of the Exchange Act. þ☐

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

As of October 3, 2020,November 19, 2021, the Registrantissuer had 29,034,000 shares of Common Stock issued andits common stock, $0.000001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE -Securities registered pursuant to Section 12(b) of the Act: None

PHONEBRASIL INTERNATIONAL INC.

TABLE OF CONTENTS

PART I.

I: FINANCIAL INFORMATION

PHONEBRASIL INTERNATIONAL, INC.

UNAUDITED BALANCE SHEETS
(unaudited)

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

PHONEBRASIL INTERNATIONAL, INC.

UNAUDITED STATEMENTS OF OPERATIONS

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

PHONEBRASIL INTERNATIONAL, INC.

UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

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

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

PHONEBRASIL INTERNATIONAL, INC.

UNAUDITED STATEMENTS OF CASH FLOWSOPERATIONS

(unaudited)

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

PHONEBRASIL INTERNATIONAL, INC.

STATEMENTS OF STOCKHOLDERS DEFICIT

(unaudited)

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 it 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.

Based on information currently availableOn September 15, 2020, the Company has never commenced operating activities.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.

On August 12, 2021, The Company executed a Share Exchange Agreement with MIKAB Corporation (MIKAB). The Company exchanged 94.2% of the outstanding PhoneBrasil Common Stock for the capital stock of MIKAB. The exchange did not include two immaterial subsidiaries previously consolidated with MIKAB.

MIKAB provides specialty contracting services to market participants in the telecommunications and clean energy industries and infrastructure build throughout the United States. A proportion of our workforce is staffed through a unique in-house program through which we hire and train military veterans to provide construction and maintenance services to our customers. We also hire employees with skill and experience in our fields and use third party independent contractors for our operations.

On September 13, 2021 The Company increased it’s authorized common stock to 1,650,000,000. On September 24, 2021 the company designated 3,094,600 shares of Preferred Stock as Series A Convertible Preferred Stock.

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.

The Company entered into a Stock Purchase Agreement (the “SPA”) effective as of August 12, 2021 with MIKAB and its stockholders. On August 12, 2021, the Company completed the acquisition of all of the issued and outstanding stock of MIKAB and MIKAB became a wholly owned subsidiary of the Company. At the closing the Company delivered to the sellers a 94.6% of the Equity of The Company. Under guidance of ASU 805-10-55-11 thru 15 MIKAB has been identified as the acquirer for accounting purposes.

From an accounting perspective, the financial statements of the combined entity represent a continuation of the financial statements of the accounting acquirer/legal acquiree. As such, the historical cost bases of assets and liabilities of the acquiring entity (the accounting acquirer/legal acquiree) are maintained in the consolidated financial statements of the merged company and the assets and liabilities (if any) of the acquired entity (the legal acquirer) are accounted for under the acquisition method. Results of operations of the acquired entity (the legal acquirer) are included in the financial statements of the combined company only from the acquisition date.

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. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto on December 31, 2020, as presented in the Company’s Annual Report on Form 10-K filed on March 16, 2021 with the SEC.

Basis of PresentationGoing Concern

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. 

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 September 30, 2020, the Company had a working capital deficit of $42,435 and negative shareholders’ equity of $42,435.

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 September 30, 2020,2021, and December 31, 2019,2020, the Company’s cash equivalents totaled $-0-$55,025 and $-0-$789,497 respectively.

Income taxesAccounts Receivable and Allowance for Uncollected Amounts

Accounts receivable are stated at their full collectible value less an allowance for doubtful accounts for any receivables over six months old from the balance sheet date. The company reviews all receivables prior to the year end and all uncollectible amounts are written off against income. The company expects to collect all the receivables shown on the balances sheet.

Level 2 inputs are based on quoted prices for similar 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 recoveredactive 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.inactive markets.

Level 3 inputs would be primarily valued using management assumptions about the assumptions market participants would utilize in pricing the asset or liability. The amount recognized is measured as the largest amountcompany has no financial assets or liabilities requiring fair valuation. The bridge loans carry warrants, however they are immaterial in terms 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.valuation.

NOTE 11 - 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 PronouncementsNOTE 12 – Loan Payable Related Party

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

NOTE 3 – EQUITY

As of September 30, 2020,2021 and December 31, 2019, respectively,2020 the balances of notes payable related party were $646,035 and $-0- respectively. Inclusive of Bridge loans ($480,000), Short term loans ($150,000) and accrued interest ($16,035). Bridge Loans bear an annualized of interest rate of 12% through September 1 and 15% thereafter as well as 20% cash on cash Warrant exposure. Warrant exposure is deemed to be immaterial as of September 30, 2021. The Company intends to conduct a Warrant valuation study prior to yearend and will adjust its intangible assets pursuant to the final valuation report.

NOTE 13 – Loan Payable Stockholder

As of September 30, 2021 and December 31, 2020 the balances of loan payable stockholder were $464,078 and $464,078 respectively. The loan bears no interest until maturity January 1, 2025. Interest after maturity is 10% per annum until fully repaid.

NOTE 14 – 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 PARTY

Mr. Lazar, the Company’s Court-appointed custodian is considered a related party. As of September 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.

NOTE 615 – SUBSEQUENT EVENTS

In accordanceOn October 5 2021, PhoneBrasil International, Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) with ASC 855-10 management has evaluated subsequent events from September 30, 2019, throughtwo 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 financial statements were availablePurchasers’ 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 issuedentitled 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 has determined that thereWarrants 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 no items requiring disclosure.exempt from registration pursuant to Section 4(a)(2) thereof and Rule 506(c) promulgated thereunder.

On October 14, 2021, PhoneBrasil International, Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) with three accredited investors (the “Purchasers”) in connection with the sale of an additional aggregate of $475,000 principal amount 8% Secured Convertible Promissory Notes (the “Notes”) and five-year warrants to purchase shares of common stock at an exercise price of $1.9032 per share (the “Warrants”). The proceeds shall be used for working capital.

The terms of the SPA, Notes and Warrants, and related Security Agreement, Guaranty Agreement and Registration Rights Agreement were previously disclosed on Form 8-K filed on October 12, 2021.

As previously disclosed, 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. 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. The Placement Agent Warrants will have an exercise price of 100% of the applicable Warrant exercise price.

The issuances of the Notes and the Warrants are exempt from registration under Section 4(a)(2) and 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.

On Monday, November 16, 2021 the Company filed a Second Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) with the New Jersey Secretary of State pursuant to the New Jersey Business Corporation Act (the “NJBCA”). The Amendment makes the following changes:

The above changes are currently being reviewed by FINRA for approval.

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.Securities Act of 1933.

Management’s Plan of Operation

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 in connection with such activities. The Company will utilize its capital stock, debt or a combination of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted(ii) 10,000,000 shares of capital stock.Series A Convertible Preferred Stock of the Company, in exchange for $245,000 in cash. The issuanceshares 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 additional sharesthe Company. As a result, Mr. Ross DiMaggio, the manager of DR Shell, acquired control of the Company.

As previously disclosed in the Company’s Current Report on Form 8-K filed on June 4, 2021, on May 28, 2021, the Company executed a binding amendment to a non-binding Letter of Intent dated March 8, 2021 (the “LOI”) by and among Mikab Corporation (“Mikab”), Novation Enterpises, LLC (“Novation”) and the Company, which LOI sets forth the preliminary understanding with respect to a proposed reverse merger in which Mikab Corporation acquires control of the Company after 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: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.

Similarly, ifBusiness opportunities that we issuedbelieve are in the best interests of the Company and its shareholders may be scarce, or we may be unable to obtain the businesses we identify as viable for our objectives such as Mikab, including due to competitive forces in the marketplace beyond our control. There can be no assurance that we will be able to 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

On August 12, 2021, PhoneBrasil merged with MIKAB and will change its name to AmeriCrew Inc. on or before November 30, 2021. The company will focus on hiring and training Military Veterans, to install fiber, microwave equipment and electronic vehicle charging stations throughout the United States. Mikab, the predecessor company, has more than 50 years of experience in this industry and has a diverse client base including Fortune 500 companies that will be needing these types of services for many years to come. The current management team of the company includes four Executives that have more than 100 years of experience in this area.

The Company is hopeful that it will be able to raise additional capital to grow the business organically as well as through acquisitions. It should be noted that with the changes to SEC Rule 15c2-11 becoming effective in late September 2021, we will only be able to trade on the OTC Pink Market for 12 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.

Additional issuances of equity or convertible debt securities itwill 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 result in:significantly and materially restrict our business operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Critical accounting estimates – The discussionOur prospects must be considered in light of the risks, expenses and analysisdifficulties 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 be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted inoperations.

Liquidity and Capital Resources

Cash Flows used by Operating Activities:

For the United States. The preparation of these financial statements requires us to make estimates and judgments that affect 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 yearnine months ended September 30, 2020,2021, net cash flows used in operating activities was $168,941. Net cash flows generated by operating activities was $1,282,641 for the nine months ended September 30, 2020. Cash Flows from Financing Activities:

For the nine months ended September 30, 2021, we borrowed $642,317 from our financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605.

Results of Operations duringprincipal shareholders and related parties. In the nine months ended September 30, 2020, as comparedwe repaid $55,000 of loans to the nine months ended September 30, 2019our former principal shareholder.

We haveThe Company has $356,449 cash on hand as of November 10, 2021 and is dependent on the fundraising SPA and the Placement Agreement with Westpark Capital.

COVID-19 Update

To date, the COVID-19 pandemic has not generated any revenues since inception. We had total operating expenses of $34,360 and $8,325, during the nine months ended September 30, 2020, and September 30, 2019, respectively.

Liquidity and Capital Resources

As of September 30, 2020,a material impact on the Company, has no business operationsparticularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and no cash resources other than that provided by Management. We are dependent upon interim funding provided by Managementacquire an operating entity through a reverse merger or an affiliated party 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 expensesotherwise, and/or on one or more of the Companybusinesses we may acquire. Many government restrictions have been relaxed and the economy has continued to 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 Company enters into a business combination. The Company would be unable to continue as a going concern without interim financing provided by Management. As of September 30, 2020, we had $-0- in cash. As offiscal year ended 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 acceptable 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 pay2020 for such services.more information.

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:

We estimate that these costs will be in the range of five to nine thousand dollars per year and that we will be able to meet these costs as necessary, to be advanced/loaned to us by Management and/or an affiliated party.

The Company currently plans to satisfy its cash requirements for the next 12 months through borrowings from its CEO or companies affiliated 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 during 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.

GOING CONCERN

Our financial statements accompanying this Report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We 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 future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

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

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. Kelley Dunne, who is presently serving as our disclosure controls 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 Executive 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

Management isWe 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

As a smaller reporting company, we are not requiredRefer to provide the information required by this item.8-K filed October 4, 2021 and October 20, 2021

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

Unregistered Sales of Equity SecuritiesRefer to 8-K filed October 4, 2021 and October 20, 2021

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

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

On November 19, 2021 the Board of Directors appointed Ross Dimaggio to the Office of Chief Financial Officer replacing Keith Eckert.

ITEM 6. EXHIBITS

SIGNATURES

SIGNATURES

In 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.

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