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.





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 Report contains forward-looking statements that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such 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 achievements 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 required under the applicable federal securities laws.

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", "estimate", "expect", "project", "intend", "plan", "believe", and other words and terms 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 personnel 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 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.




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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 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 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 compared to the nine months ended September 30, 2019

We have 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, the Company has no business operations and no cash resources other than that provided by Management. We are dependent upon interim funding provided by Management 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 expenses of the Company until 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 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 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 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.




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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.





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