As used in this Form 10-Q, references to "PhoneBrasil"," the "Company," "we,"
"our" or "us" refer to
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. 8
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
RECENT ACCOUNTING PRONOUNCEMENTS
On
Results of Operations during the nine months ended
We have not generated any revenues since inception. We had total operating
expenses of
Liquidity and Capital Resources
As of
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
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. 9
We estimate that these costs will be in the range of five to
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
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.
10
© Edgar Online, source