The information set forth in this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) expected changes in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as "believes", "anticipates", "intends" or "expects". These forward-looking statements relate to our plans, liquidity, ability to complete financing and purchase capital expenditures, growth of our business including entering into future agreements with companies, and plans to successfully develop and obtain approval to market our product. 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.

Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements.

Our revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of significant natural disaster, the inability of our company to insure against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations domestically and internationally affecting our products and businesses.

You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this Quarterly Report.

US Dollars are denoted herein by "USD", "$" and "dollars".





Overview

Hometown International, Inc. (the "Company") was incorporated under the laws of the State of Nevada on May 19, 2014. The Company is the originator of a new Delicatessen concept. Through our wholly-owned subsidiary, Your Hometown Deli Limited Liability Company ("Your Hometown Deli"), we operate a delicatessen store that features "home-style" sandwiches and other entrees in a casual and friendly atmosphere. The store is designed to offer local patrons of all ages with a comfortable community gathering place. Targeted towards smaller towns and communities, the Company's first and only store is located in Paulsboro, New Jersey.

We were forced to temporarily close the delicatessen due to the stay-at-home order issued by the Governor of New Jersey on March 9, 2020, resulting from the outbreak of COVID-19. The delicatessen was re-opened on September 8, 2020, with a "soft opening" to a limited audience, prior to its "Grand Re-Opening" to the public on September 22, 2020. The temporarily closure and other effects of COVID-19 had a material impact on our business during 2020. It is anticipated that the COVID-19 pandemic will continue to impact our business in 2021.

Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. Our objectives discussed below are extremely general and are not intended to restrict discretion of our board of directors to search for and enter into potential business opportunities or to reject any such opportunities. We have no particular business combination in mind and have not entered into any negotiations regarding such a combination. Neither our officers nor any of our affiliates has engaged in any negotiations with any representative of any company regarding the possibility of an acquisition or combination between our company and such other company. We have not yet entered into any agreement, nor do we have any commitment or understanding to enter into or become engaged in a transaction.





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We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. Further, we may acquire or combine with a venture that is in its preliminary or early stages of development, one that is already in operation or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.

The analysis of new business opportunities will be undertaken by or under the supervision of our executive officers and directors, none of whom is a business analyst. Therefore, it is anticipated that outside consultants or advisors may be utilized to assist us in the search for and analysis of qualified target companies.





Recent Developments

On April 22, 2021, OTC Markets moved the Company's common stock from the OTCQB Market to the OTC Pink Market.

On April 26, 2021, the Company terminated its consulting agreement with Tryon Capital, LLC, a related party.

As of April 30, 2021, the Company's Consulting Agreement with VCH Limited, a related party, expired and was not renewed.

On May 12, 2021, shareholder's holding 77% of the Company's voting power removed Paul Morina and Christine Lindenmuth as members of the Company's board of directors, by written consent. On May 13, 2021, the Company's board of directors, removed Paul Morina from all officer positions he held with the Company, including Chief Executive Officer, Chief Financial Officer and Treasurer, and removed Christine Lindenmuth from all officer positions she held with the Company, including Vice President and Secretary. In connection with Mr. Morina's removal, he was removed from his roles as the Company's "Principal Executive Officer" and "Principal Financial and Accounting Officer" for Securities and Exchange Commission ("SEC") reporting purposes. Effective immediately upon the removals of Mr. Morina and Ms. Lindenmuth, Peter Coker Jr., the Company's Chairman of the Company's board of directors, was appointed as the Company's Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer. In connection with his appointments, Mr. Coker was designated as the "Principal Executive Officer" and "Principal Financial and Accounting Officer" of the Company for SEC reporting purposes. Mr. Morina and Ms. Lindenmuth remain principals of the Company's operating subsidiary, Your Hometown Deli, LLC, and the Company's delicatessen in Paulsboro, New Jersey remains open. The Company continues to seek and investigate and, if such investigation warrants, will engage in, a business combination with a private entity whose business presents an opportunity for our shareholders.

Results of Operations - Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

We generated revenue of $6,288 and $0 for the three months ended June 30, 2021 and 2020, respectively. The increase in revenue is mainly attributed to an increase in customer's visits following the re-opening of our delicatessen as a result of the easing of restrictions related to the COVID-19 pandemic.

Our total cost and expenses were $117,755 for the three months ended June 30, 2021, compared to $176,444 for the three months ended June 30, 2020. The total cost and expenses decreased by approximately 33% primarily as a result of a decrease of $40,000 of consulting fees paid to related parties during the three months ended June 30, 2021 resulting from a termination of a consulting agreement - related party, and a decrease of $30,867 in professional fees related to the preparation and filing of a registration statement by the Company during the three months ended June 30, 2020.

We incurred a loss from operations of $111,467 and $176,444 for the three months ended June 30, 2021 and 2020, respectively. The decrease in loss from operations is mainly attributable to a decrease in total costs and expenses, slightly offset by our increase in revenue during the three months ended June 30, 2021, as compared to the same period ended June 30, 2020.





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Interest income - related parties increased by $1,276 to $1,467 for the three months ended June 30, 2021, from $191 for the three months ended June 30, 2020. The increase was primarily due to interest on notes receivable - related parties as a result of increased note receivable.

Interest expense was $0 for the three months ended June 30, 2021, compared to $1,762 for the three months ended June 30, 2020. This decrease was due to a lower interest expense on loans as a result of a decrease in debt outstanding.

Due to the described factors above, we had a net loss of $110,000 and $178,015 for the three months ended June 30, 2021 and 2020, respectively.

Results of Operations - Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

We generated revenue of $11,593 and $3,577 for the six months ended June 30, 2021 and 2020, respectively. The increase in revenue is mainly attributed to an increase in customer's visits following the re-opening of our delicatessen as a result of the easing of restrictions related to the COVID-19 pandemic.

Our total cost and expenses were $296,718 for the six months ended June 30, 2021, compared to $ 257,383 for the six months ended June 30, 2020. The total cost and expenses increased by approximately 15% primarily as a result of an increase of $80,000 in consulting fees paid to related parties during the six months ended June 30, 2021, a decrease of $65,242 in professional fees related to the preparation and filing of a registration statement by the Company during the six months ended June 30, 2020, and an increase of $14,058 in general and administrative expenses. The increase in general and administrative fees was attributable to fees required in connection with filings with the SEC and an increase in general business expenses.

We incurred a loss from operations of $285,125 and $253,806 for the six months ended June 30, 2021 and 2020, respectively. The increase in loss from operations is mainly attributable to an increase in total costs and expenses and slightly offset by our increase in revenue during the six months ended June 30, 2021, as compared to the same period ended June 30, 2020.

Interest income - related parties increased by $4,680 to $4,871 for the six months ended June 30, 2021, from $191 for the six months ended June 30, 2020. The increase was primarily due to interest on notes receivable - related parties as a result of increased note receivable.

Interest expense was $0 for the six months ended June 30, 2021, compared to $9,091 for the six months ended June 30, 2020. This decrease was due to a lower interest expense on loans as a result of a decrease in debt outstanding.

Due to the described factors above, we had a net loss of $280,254 and $262,706 for the six months ended June 30, 2021 and 2020, respectively.

Liquidity and Capital Resources

As of June 30, 2021, we had current assets of $1,302,828, consisting of $1,301,737 in cash, and $1,091 in inventory. Our current liabilities as of June 30, 2021, were $75,219, which is comprised of $62,297 due to certain former officers, $7,774 in accounts payable and accrued expenses, and $5,148 in current operating lease liability. Our long-term liabilities as of June 30, 2021, were $5,687, which is comprised of long-term operating lease liability.





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The following is a summary of our cash flows provided by (used in) operating,
investing, and financing activities for the six months ended June 30, 2021 and
2020:



                                                         For the         For the
                                                       six months      six months
                                                          ended           ended
                                                        June 30,         June 30,
                                                          2021             2020
                                                               (Unaudited)
Net Cash Used in Operating Activities                  $  (243,817 )   $   (300,421 )
Net Cash Provided by Investing Activities              $   150,000     $          -

Net Cash (Used in) Provided by Financing Activities $ (2,452 ) $ 2,206,756 Net (Decrease) Increase in Cash and Cash Equivalents $ (96,269 ) $ 1,906,335

For the six months ended June 30, 2021, net cash used in operations of $243,817 was the result of a net loss of $280,254, offset by in-kind contribution of services by $23,571, depreciation expense of $151, a decrease in prepaid expenses and other current assets of $6,594, an increase in inventory of $137, a decrease in interest receivable of $872, and an increase in accounts payable and accrued expense of $5,386. For the six months ended June 30, 2020, net cash used in operations of $300,421 was the result of a net loss of $262,706 offset by offset by in-kind contribution of services of $15,428, depreciation expense of $3,623, a decrease of inventory of $738, and a decrease of accounts payable and accrued expenses of $57,504.

Net cash provided by our investing activities were $150,000 and $0 for the six months ended June 30, 2021 and June 30, 2020, respectively. The increase was attributable to issuance of note receivable - related party of $150,000 and a repayment of note receivable - related party of $300,000.

Our financing activities resulted in a cash outflow of $2,452 for the six months ended June 30, 2021, which is represented by $1,000 in proceeds from due to former officers, $4,993 due to President - related party for corporate expense reimbursement and a $8,445 repayment of due to President - related party. Our financing activities resulted in a cash inflow of $2,206,756 for the six months ended June 30, 2020, which is represented by $2,500,000 proceeds from issuance of common stock, $7,196 proceeds from due to former officers, $332,104 loan repayment to related party, $70,000 proceeds from note payable- related party and $38,336 purchase of treasury stock.

As reflected in the accompanying condensed consolidated unaudited financial statements, the Company used cash in operations of $243,817, has an accumulated deficit of $1,718,530, and has a net loss of $280,254 for the six months ended June 30, 2021.

The Company is slowly regaining its customer base since re-opening. However, even though the delicatessen has been re-opened, the Company may have a slowdown in customer visits due to the current economic condition. There can be no assurance that we will generate sufficient revenues to continue our operations. The Company expects the growth rate and sales to be volatile in the near term.

Critical Accounting Policies and Estimates

Use of Estimates in Financial Statements

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Significant estimates include valuation of in-kind contribution of service and valuation of deferred tax assets. Actual results could differ from those estimates.





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Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers". The standard states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company generates revenue operating a delicatessen. Revenues from the operations of Company-owned delicatessen are recognized when sales occur.





Leases

The Company accounts for lease in accordance with ASC Topic 842, "Leases".

Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease right-of-use (ROU) asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any.

The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as operating lease assets, current operating lease liabilities and non-current operating lease liabilities.

Off Balance Sheet Arrangements

We do not have any 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, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

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