UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM ~~10-Q/A~~10-Q

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

~~For the quarterly period ended:~~ ~~June 30, 2022~~(Mark One)

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

For the Quarterly Period Ended: March 31, 2023

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

For the transition period from:

Commission ~~file number~~ File Number: 000-56176

AMERICREW, INC.

(Exact name of registrant as specified in its charter)

Delaware

86-2551989

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

~~(I.R.S. Employer~~

Identification No.)

21 Omaha Street
Dumont, NJ		07628
(Address of principal executive offices)		(Zip Code)

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

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

Indicate by ~~checkmark~~check mark whether the ~~registrant~~registrant: (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 ☐

Indicate by check mark whether the ~~registrant~~Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§~~229.405~~ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ~~registrant~~Registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
Emerging growth company	☐☒

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 ~~standard~~standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~August~~May 12, ~~2022,~~2023, the issuer had ~~15,764,424~~15,784,424 shares of its common stock, $0.001 par value per share, outstanding.

AMERICREW, INC.

TABLE OF CONTENTS

			Page
PART I		~~Financial information~~ - FINANCIAL INFORMATION
~~Item 1~~ITEM 1.	Financial ~~statements~~Statements (unaudited)	3

	Condensed Consolidated Balance Sheets ~~(Unaudited)~~ as of ~~June~~March 31, 2023 (Unaudited) and September 30, 2022 ~~and December 31, 2021, Restated~~	3
		Condensed Consolidated Statements of Operations ~~(Unaudited)~~ for the three and six months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~(Unaudited)~~, Restated~~	4
		Condensed Consolidated Statements of Changes in ~~Shareholders’~~Stockholders' Deficit ~~(Unaudited)~~ for the three and six months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~(Unaudited) ~~, Restated~~	5
		Condensed Consolidated Statements of Cash Flows ~~(Unaudited)~~ for the six months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~(Unaudited)~~, Restated~~	6
		Notes to Unaudited Condensed Consolidated Financial Statements ~~Restated~~	7

~~Item 2~~ITEM 2.	Management’s ~~discussion~~Discussion and ~~analysis~~Analysis of ~~financial condition~~Financial Condition and ~~results~~Results of ~~operations~~Operations	1624
~~Item 3~~ITEM 3.	Quantitative and ~~qualitative disclosures about market risk~~Qualitative Disclosures About Market Risk	1831
~~Item 4~~ITEM 4.	Controls and ~~procedures~~Procedures	1831

PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings	32
ITEM 1A.	Risk Factors	32
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
ITEM 3.	Defaults Upon Senior Securities	32
ITEM 4.	Mine Safety Disclosures	32
ITEM 5.	Other Information	1932
~~Item 1~~	~~Legal proceedings~~	19
~~Item 2~~	~~Unregistered sales of equity securities and use of proceeds~~	19
~~Item 3~~	~~Defaults upon senior securities~~	19
~~Item 4~~	~~Mine safety disclosures~~	19
~~Item 5~~	~~Other information~~	19
~~Item 6~~ITEM 6.	Exhibits	2033
~~Signatures~~SIGNATURES			2134

Table of Contents

~~AMERICREW, INC.~~PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements.

AMERICREW, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS ~~(UNAUDITED)~~ ~~Restated~~

June 30,

December 31,

2022

2021

ASSETS

Current assets:

Cash

$ 193,385

$ 721,452

Accounts receivable - net of allowance for doubtful accounts

3,775,471

1,452,560

Prepaid and other current assets

752,114

241,865

Total current assets

4,720,970

2,415,877

Fixed assets:

Fixed asset – cost

1,460,174

1,460,174

Less accumulated depreciation

(1,372,207 )

(1,355,576 )
Fixed assets, net

87,967

104,598

Operating lease right of use

988,521

0

Total assets

$ 5,797,458

$ 2,520,475

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current liabilities:

Accounts payable and accrued liabilities

1,283,249

$ 1,089,070

Factored accounts receivable liability

1,341,327

0

Loans Payable—insurance

616,336

138,051

Federal and State Taxes Payable

20,000

0

Operating lease liability

279,633

0

Loan payable - related party

170,780

170,780

Total current liabilities

3,711,325

1,397,901

Other liabilities:

Loan payable stockholder

451,859

464,078

Loan payable - other

0

90,717

Operating lease liability-non-current

708,838

0

Loan payable – related party

464,078

522,563

Convertible notes payable

2,411,732

2,411,732

Convertible note payable -accrued interest

74,534

14,706

Total liabilities

7,822,366

4,901,697

Commitments and contingencies

Stockholders’ (deficit) equity

Preferred stock, $0.001 par value, 10,000,000 shares authorized, and 0 shares outstanding

0

0

Common stock, $0.001 par value, 75,000,000 shares authorized, 15,764,424 shares issued and outstanding

15,764

15,764

Additional paid in capital

142,484

142,484
Accumulated deficit

(2,183,156 )

(2,539,470

Total Stockholders’ deficit

(2,024,908 )

(2,381,222 )

Total liabilities and stockholders’ deficit

$ 5,797,458

$ 2,520,475

March 31, 2023

September 30, 2022

ASSETS

(Unaudited)

Current assets:

Cash

$ 80,150

$ 380,845

Accounts receivable - net of allowance for doubtful accounts

2,551,621

1,815,003

Prepaid and other current assets

191,902

659,726

Total current assets

2,823,673

2,855,574

Fixed assets, net

240,297

160,088

Operating leases right of use assets

581,550

694,734

Finance leases right of use assets

421,452

259,253

Total assets

$ 4,066,972

$ 3,969,649

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Accounts payable and accrued liabilities

$ 1,071,846

$ 1,721,985

Loans payable - insurance

125,065

380,799

Loans payable - equipment - current

10,993

—

Loans payable - equipment, related party - current

30,750

24,600

Notes payable - related party, net of debt discount of $206,834 at March 31, 2023

367,888

—

Convertible notes payable, net of debt discount of $900,179 at March 31, 2023 and $1,030,041 at September 30, 2022

2,422,821

1,699,959

Convertible note payable - accrued interest

123,118

143,555

Operating lease liability

138,607

140,516

Finance lease liability

158,788

44,219

Total current liabilities

4,449,876

4,155,633

Long-term liabilities:

Notes payable - related party, net of debt discount of $192,000 at September 30, 2022

—

370,429

Operating lease liability - non-current

486,227

560,068

Finance lease liability - non-current

262,664

209,182

Loans payable - equipment

26,566

—

Loans payable - stockholder

464,078

464,078

Loans payable - equipment, related party

12,300

24,600

Total liabilities

5,701,711

5,783,990

Contingencies

Stockholders' deficit:

Preferred stock, $0.001 par value, 10,000,000 shares authorized, and 0 shares issued and outstanding as of March 31, 2023 and September 30, 2022

—

—

Common stock, $0.001 par value, 75,000,000 shares authorized, 15,784,424 and 15,764,424 shares issued and outstanding as of March 31, 2023 and September 30, 2022, respectively

15,784

15,764

Additional paid-in capital

2,655,858

1,983,201

Accumulated deficit

(4,306,381 )

(3,813,306 )
Total stockholders' deficit

(1,634,739 )

(1,814,341 )
Total liabilities and stockholders' deficit

$ 4,066,972

$ 3,969,649

The accompanying notes are an integral part of these ~~Condensed Consolidated~~condensed consolidated financial statements.

3
Table of Contents

AMERICREW, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)~~Restated~~

Quarter Ended

Quarter Ended

Six months Ended

Six months Ended

Quarter Ended

Six Months Ended

June 30,

June 30,

June 30,

June 30,

March 31,

March 31,

March 31,

March 31,

2022

2021

2022

2021

2023

2022
Restated

2023

2022

Revenue

$ 4,678,413

1,229,733

$ 6,622,191

2,823,727

Revenues

$ 3,775,347

$ 1,943,778

$ 7,554,054

$ 3,713,263

Cost of revenue, exclusive of depreciation

3,012,570

836,928

4,458,934

1,872,617

Cost of revenues, exclusive of depreciation

2,333,061

1,446,364

4,752,956

2,807,779

Operating expenses:

General and administrative expenses

$ 1,028,338

266,394

$ 1,641,616

860,244

1,033,596

613,278

2,240,500

2,398,067

Depreciation

8,315

8316

16,631

16,631

16,449

8,315

25,610

16,631

Total operating expenses

$ 1,036,653

274,710

$ 1,658,247

876,875

1,050,045

621,593

2,266,110

2,414,698

Operating income

$ 629,190

118,095

$ 505,010

74,235

Operating income (loss)

392,241

(124,179 )

534,988

(1,509,214 )

Interest expense

$ 118,696

0

$ 128,696

2,417

443,239

248,754

1,028,063

326,880

Gain on forgiveness of debt

0

351,370

Federal and State Tax Expense

20,000

0

20,000

0

Net Income

$ 490,494

118,095

$ 356,314

423,188

Recapitalization expenses

—

—

—

239,721

Net loss

$ (50,998 )

$ (372,933 )

$ (493,075 )

$ (2,075,815 )

Earnings per common share (Note 2):

Loss per common share (Note 4):

Basic

$ 0.03

$ 0.40

$ 0.02

$ 1.45

$ 0.00

$ (0.02 )

$ (0.03 )

$ (0.24 )
Diluted

$ 0.03

$ 0.40

$ 0.02

$ 1.45

$ 0.00

$ (0.02 )

$ (0.03 )

$ (0.24 )
Weighted-average number of common shares outstanding

Weighted-average number of common shares outstanding:

Basic

15,764,424

290,340

15,764,424

290,340

15,777,757

15,764,424

15,771,017

8,792,584

Diluted

15,764,424

290,340

15,764,424

290,340

15,777,757

15,764,424

15,771,017

8,792,584

The accompanying notes are an integral part of these ~~Condensed Consolidated~~condensed consolidated financial statements.

4
Table of Contents

AMERICREW, INC.
CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’~~STOCKHOLDERS' DEFICIT(UNAUDITED)~~Restated~~

Additional

Common Stock

Preferred Stock

Paid In

Retained

Total

Shares

Amount

Shares

Amount

Capital

Earnings

(Deficit)

Balance as of 12/31/2021

15,764,424

$ 15,764

-

$ -

$ (139,966 )

$ (2,257,020 )

$ (2,381,222 )

Restatement Adjustment

282,450

(282,450 )

Balance as of 12/31/21, as restated

15,764,424

$ 15,764

142,484

(2,539,470 )

$ (2,381,222 )
Net Income

(134,180 )

Balance as of 3/31/22

15,764,424

15,764

142,484

(2,673,650 )

(2,515,402 )
Net Income

490,494

Balance as of 6/30/22

15,764,424

$ 15,764

-

$ -

$ 142,484

$ (2,183,156 )

$ (2,024,908 )

Balance as of 12/31/20

290,340

$ 290

3,094,000

$ 3,094

$ 88,336

$ 902,743

$ 994,463

Net Income

305,093

Balance as of 3/31/21

290,340

$ 290

3,094,000

$ 3,094

$ 88,336

$ 1,207,836

$ 1,299,566

Net Income

118,095

Balance as of 6/30/21

290,340

$ 290

3,094,000

$ 3,094

$ 88,336

$ 1,325,931

$ 1,417,651

Common Stock

Preferred Stock

Additional Paid-in

Accumulated

Total

Shares

Amount

Shares

Amount

Capital

Deficit

Deficit

Balance as of 9/30/2022

15,764,424

$ 15,764

—

$ —

$ 1,983,201

$ (3,813,306 )

$ (1,814,341 )
Issuance of equity warrants

—

—

—

—

616,059

—

616,059

Imputed interest - equity contribution

—

—

—

—

5,827

—

5,827

Net loss for the three months ended December 31, 2022

—

—

—

—

—

(442,077 )

(442,077 )
Balance as of 12/31/2022

15,764,424

$ 15,764

—

$ —

$ 2,605,087

$ (4,255,383 )

$ (1,634,532 )
Stock-based compensation

20,000

20

—

—

44,980

—

45,000

Imputed interest - equity contribution

—

—

—

—

5,791

—

5,791

Net loss for the three months ended March 31, 2023

—

—

—

—

��

(50,998 )

(50,998 )
Balance as of 3/31/2023

15,784,424

$ 15,784

—

$ —

$ 2,655,858

$ (4,306,381 )

$ (1,634,739 )

Common Stock

Preferred Stock

Additional Paid-in

Accumulated

Total

Shares

Amount

Shares

Amount

Capital

Deficit

Deficit

Balance as of 9/30/2021

290,340

$ 290

3,094,000

$ 3,094

$ 88,336

$ (879,330 )

$ (787,610 )
Capital stock of deconsolidated company

—

—

—

—

(10,100 )

—

(10,100 )
Conversion of Phone Brazil international equity

—

—

—

—

(17,550 )

—

(17,550 )
Conversion of preferred stock

15,474,084

15,474

(3,094,000 )

(3,094 )

(12,380 )

—

—

Issuance of equity warrants

—

—

—

—

1,768,354

—

1,768,354

Net loss for the three months ended December 31, 2021

—

—

—

—

—

(1,702,882 )

(1,702,882 )
Balance as of 12/31/2021

15,764,424

$ 15,764

—

$ —

$ 1,816,660

$ (2,582,212 )

$ (749,788 )
Net loss for the three months ended March 31, 2022

—

—

—

—

—

(372,933 )

(372,933 )
Balance as of 3/31/2022 (Restated)

15,764,424

$ 15,764

—

$ —

$ 1,816,660

$ (2,955,145 )

$ (1,122,721 )

The accompanying notes are an integral part of these ~~Condensed Consolidated~~condensed consolidated financial ~~statements~~statements.

5
Table of Contents

AMERICREW, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED), ~~Restated~~

Ended

Six months Ended

June 30,

June 30,

2022

2021

Cash flows from operating activities:

Net income from continuing operations

$ 356,314

$ 423,188

Adjustments to reconcile net operating income to net cash provided by / (used in) operating activities:

Depreciation

16,631

16,631

Amortization of employee incentive mortgages

0

6,578

(Increase)/decrease in Assets:

Accounts receivable

(2,322,911 )

(81,918 )

Other assets

(510,249 )

50,278

Increase in accrued interest

59,828

Increase in accounts payable

194,129

204,798

Increase in accrued expenses

20,000

0

Increase in other current liabilities

478,285

0

Net cash (used) provided by operating activities

(1,707,973)

619,555

Cash flows from financing activities

Proceeds from factoring of accounts receivable

1,341,327

0

(Repayments of) / Proceeds from loans and notes payable

(161,421 )

294,967

Premiums paid for stockholders’ life insurance

(11,661 )

Net cash provided by financing activities

1,179,906

283,306

Net increase/(decrease) in cash

(528,067 )

902,861

Cash at beginning of period

721,452

781,497

Cash at end of period

$ 193,385

1,684,358

Supplemental disclosure of cash flow information:

Income taxes paid

$ 0

1,500

Interest paid

13,046

2,417

Non Cash Investing and Financing Activities:

Increase in the right of use asset and lease liability

$ 988,521

0

Six Months Ended

March 31,

March 31,

2023

2022

Cash flows from operating activities:

Net loss

$ (493,075 )

$ (2,075,815 )
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation

25,610

16,631

Amortization of operating right of use assets

113,184

—

Amortization of finance right of use assets

78,004

—

Non-cash interest associated with amortization of debt discounts

731,087

326,016

Stock-based compensation

45,000

—

Changes in operating assets and liabilities:

Accounts receivable

(736,618 )

(426,404 )
Prepaid expenses and other current assets

467,824

301,691

Accounts payable and accrued liabilities

(650,139 )

(553,675 )
Other current liabilities

(20,437 )

638,210

Operating lease liabilities

(75,750 )

—

Financing lease liabilities

(72,152 )

—

Net cash used in operating activities

(587,462 )

(1,773,346 )

Cash flows from investing activities:

Acquisition of fixed assets

(105,819 )

—

Net cash used in investing activities

(105,819 )

—

Cash flows from financing activities:

Repayment of loans payable

(218,534 )

(345,093 )
Proceeds from related party loan

18,120

7,559

Proceeds from convertible notes

593,000

2,485,000

Premiums paid for stockholders’ life insurance

—

(23,435 )
Net cash provided by financing activities

392,586

2,124,031

Net increase / (decrease) in cash

(300,695 )

350,685

Cash at beginning of period

380,845

55,025

Cash at end of period

$ 80,150

$ 405,710

Supplemental disclosures:

Interest paid

158,749

13,046

Income taxes paid

—

1,875

Right of use assets obtained in exchange for new finance lease liabilities

240,203

—

The accompanying notes are an integral part of these ~~Condensed Consolidated~~condensed consolidated financial statements.

6
Table of Contents

AMERICREW, INC.
NOTES TO ~~UNAUDUTED~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ~~ORGANIZATION AND DESCRIPTION OF BUSINESS~~Change in Fiscal Year
We changed our fiscal year-end from December 31 to September 30, effective September 30, 2022. Our results of operations, cash flows, and all transactions impacting shareholders deficit presented in this Form 10-Q are for the three and six months ended March 31, 2023 and 2022, unless otherwise noted.
NOTE 2 – Business, Basis of Presentation and Significant Accounting Policies
Business

Americrew, ~~Inc. f/k/a 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~~The Company ~~changed its name to Utz Engineering, Inc. In March 2002, the Company changed its name to Utz Technologies, Inc. The Company~~later 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”). ~~On November 16, 2021, the company changed its name to Americrew, Inc.~~

~~On April 20, 2007, with a new management team in place, the Board of Directors, in furtherance of its plan designed to grow the~~The Company ~~substantially,~~subsequently became inactive and ~~materially change the business direction of the Company, took the following action:~~
1. Elected to divest the Company of its 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 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.~~
ceased operations. On February 14, 2020, the Superior Court of New Jersey Equity Division appointed Custodian Ventures, LLC 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 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 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 so that adequate shares may be available for the possible business combination or 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.
7
~~Table of Contents~~

Effective December 9, 2020, DR Shell LLC, a Delaware limited liability company (the “Buyer”) purchased from Custodian Ventures LLC (the "Seller"), 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 Series A Convertible Preferred Stock of the Company, for a total purchase price of $245,000, paid 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.
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On August 12, 2021, ~~The~~the Company executed a Share Exchange Agreement with ~~MIKAB~~Mikab Corporation ~~(MIKAB)~~("Mikab"). The Company exchanged 94.2% of the outstanding PhoneBrasil Common Stock for the capital stock of ~~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.Mikab.

On September 13, 2021, the Company increased the authorized common stock to ~~1,650,000,000.~~1,650,000,000 shares.

On 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 made the following changes:

1.
~~Change~~Changed the name of the ~~Company~~company to Americrew, Inc.

2.
The total number of shares of stock of the Company was changed to 85,000,000 shares consisting of (i) 75,000,000 shares of common stock, par value $0.001, and (ii) 10,000,000 shares of preferred stock, par value $0.001.

3.
The Company effected a reverse stock split wherein each 100 shares of common stock issued and outstanding or held by the Company in treasury stock immediately prior to the effective time were combined and converted into one share of common stock.

Following the ~~MIKAB~~Mikab acquisition (the "Acquisition"), in 2021 the Company changed its domicile from New Jersey to Delaware.

Under guidance of ~~ASU~~Accounting Standards Codification ("ASC") 805-10-55-11 through 15, ~~MIKAB~~Mikab has been identified as the acquirer for accounting purposes. ~~Accordingly, the historical financial statements are those of MIKAB for all periods presented.~~

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~AmeriCrew and Mikab (together, the "Company") 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 other above-ground infrastructure and, going forward, providing planning, installation, maintenance and upgrade services with respect to electronic vehicle (EV) charging stations.
The Company provides specialty infrastructure contracting services to market participants in the telecommunications and clean energy industries throughout the United States. A proportion of the Company’s workforce is staffed through a unique in-house program through which the Company hires and trains military veterans to provide construction and maintenance services to customers.
The Company’s operations are predominantly focused on its telecommunications infrastructure services business and clean energy industries in the geographic area of New Jersey and Indiana.
The Company’s chief operating decision maker has been identified as the Chief Operating Officer, who reviews consolidated results when making decisions about allocating resources and assessing the performance of the Company. The Chief Operating Officer determined the Company operates under one reportable segment with four business units: Wireless, Fiber Clean Energy and Workforce Development.

Basis of Presentation
The accompanying ~~Condensed Consolidated~~condensed consolidated 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 Condensed Consolidated Financial Statements~~
The accompanying unaudited Condensed Consolidated 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 Condensed Consolidated financial statements. Certain information and footnote disclosures normally included in Condensed Consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been Condensed Consolidated 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 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 Condensed Consolidated financial statements should be read in conjunction with the audited Condensed Consolidated financial statements and notes thereto as of and for the year ended December 31, 2021, as presented in the Company’s Annual Report on Form 10-K filed on April 22, 2022 with the SEC.

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~~Principles of Consolidation~~
~~The Condensed Consolidated~~From an accounting perspective, the condensed consolidated financial statements ~~include two subsidiaries controlled by the Company, MIKAB Inc. and Americrew CE, LLC. This company is the operating unit~~ of the ~~Company and generate all~~combined entity represent a continuation of the ~~revenues~~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 ~~Company. All intercompany transactions~~acquisition method. Results of operations of the acquired entity (the legal acquirer) are ~~eliminated~~included in ~~consolidation.~~the financial statements of the combined company only from the acquisition date.

Going Concern

The accompanying ~~condensed consolidated~~ 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.~~statements are issued.

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. ~~The Company does not have sufficient working capital to meet its cash needs for the next 12 months.~~ Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through private placements of convertible debt and warrants and obtaining short-term loans from related parties, to finance working capital needs, and may attempt to raise capital through the sale of common stock or other securities and obtaining ~~short-term~~additional loans from related parties. There can be no assurance that the Company will be successful in raising future capital.

The Company ~~has $511,857~~had $67,226 in cash on hand as of ~~August~~May 12, ~~2022. We owe $256,000~~2023. The Company will need to ~~our former principal stockholder which was due~~raise additional capital to fund its operations for the next twelve months and to repay its short-term debt and the convertible promissory notes. A total of $2,485,000 of the senior secured promissory notes mature between October 4, 2023, and December 30, ~~2021; we also owe $351,649~~2023 and a total of ~~bridge notes due on July 31, 2022, and~~$838,000 of the ~~balance of $300,000 due on December 31, 2022. We also owe $2,485,000 of convertible~~senior secured promissory notes ~~which~~ mature between ~~October-December~~September 30, ~~2023.~~2024 and December 29, 2024. In addition, ~~we owe~~the Company owes $464,078 to the estate of a family member of ~~our~~its Chief Operating Officer which is due January 1, 2025. ~~See Notes 12 and 13to our Condensed Consolidated Financial Statements for more information on our indebtedness.~~

~~Other than paying~~Our liquidity is primarily derived from financing transactions and revenue from our ~~debt~~contracts with customers, although management anticipates a larger proportion of our capital resources to be derived from financing transactions in future periods, particularly as we seek growth capital to fund our acquisition efforts in the next twelve months.
The Company is reliant upon completing one or more securities offerings in the future to continue its operations as planned and to meet its financial obligations as they ~~come due,~~become due. Because the Company ~~intends~~was only able to ~~utilize any available cash primarily for~~raise $2,485,000 of the up to $15,000,000 sought in its ~~continued operations~~prior private placement offerings which closed as of December 31, 2021, the Company launched a second offering of $7 million of convertible notes and ~~organic growth. However,~~warrants in August 2022, of which $838,000 was raised in 2022; this second offering expired on March 31, 2023. We will therefore require additional capital in order to execute our business ~~plan, we will need to raise at least an additional $5 million. We are pursuing a new offering of Notes and Warrants in 2022 and seek to raise up to $7 million on a best efforts basis.~~plan.

~~Overall, there is no guarantee that cash flow~~We believe substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our ~~existing or future operations and any external capital that we may be able to raise will be sufficient to meet our expansion goals and working capital needs.~~financial statements. The accompanying condensed consolidated financial statements do not include any adjustments ~~relating~~related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Use of Estimates

The preparation of ~~Condensed Consolidated~~the condensed consolidated 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 atas of the reporting date of ~~the Condensed Consolidated~~these condensed consolidated financial 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 ~~Condensed Consolidated~~condensed consolidated 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.

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~~Cash~~Principles of Consolidation

~~On June 30, 2022,~~These condensed consolidated financial statements include the accounts of AmeriCrew, Mikab Corporation and ~~December 31,~~AmeriCrew CE Services, LLC. These companies are the operating units of AmeriCrew and generate all of the revenues for AmeriCrew. AmeriCrew CE Services, LLC was formed on March 29, 2021, ~~the Company’s cash totaled $193,385 and $721,452, respectively.~~as a subsidiary of Mikab. All intercompany transactions are eliminated in consolidation.

Management’s Representation of Interim Condensed Consolidated 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 consolidated financial statements. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed, consolidated, 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 fairly present the 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 as of and for the period ended September 30, 2022, as presented in the Company’s Transition Annual Report on Form 10-KT for the nine month transition period ended September 30, 2022 filed with the SEC on January 30, 2023 as amended.
Significant Accounting Policies
The following is a summary of significant accounting policies followed in the preparation of the accompanying condensed consolidated financial statements.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts ~~Receivable~~receivable are stated at their full collectible value less an allowance for doubtful accounts for any receivables over six months old ~~from~~or which was deemed doubtful of collection. Accounts receivable balances that are still outstanding after the ~~balance sheet date. The~~ Company ~~reviews all receivables prior to the year end and all uncollectible amounts~~has used reasonable collection efforts are written off ~~against income. Historically, our uncollectible Accounts Receivables have been less than 1% on an annual basis and therefore deemed immaterial.~~

June 30, 2022

December 31, 2021

Accounts Receivable – Total

$ 3,814,771

$ 1,491,860

Less: Allowance for Doubtful Accounts

(39,300 )

(39,300 )
Accounts Receivable – Net

$ 3,775,471

$ 1,452,560

~~Revenue Recognition~~

The Company recognizes its revenue in accordance with FASB Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASC 606”). ASC 606 is the result of a joint project of the FASB and the International Accounting Standards Board (“IASB”)as uncollectible. From time to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards (“IFRS”). The guidance affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards.

ASC 606 provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. An entity should apply the following five-step process to recognize revenue:

~~Step 1: Identify the contract with a customer.~~

~~Step 2: Identify the performance obligations in the contract.~~

~~Step 3: Determine the transaction price.~~

~~Step 4: Allocate the transaction price to the performance obligations in the contract.~~

~~Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.~~

The Company is engaged in one major line of business, specialty contracting services to market participants in the telecommunications and clean energy industries and infrastructure build throughout the United States. The Company satisfies its performance obligation at the point of sale when the transfer of control of services to customers occurs.

Revenue is recognized upon the transfer of control of the promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. For service sales, the Company typically transfers control at a point in time upon service is completed.

~~Typically, the timing of revenue recognition coincides with the timing of invoicing to the customers, at which~~ time, the Company ~~has an unconditional~~uses its non-recourse factor arrangement to receive advances on approved invoices.

	March 31, 2023			September 30, 2022
Accounts Receivable – Total	$	2,616,621		$	1,880,003
Less: Allowance for Doubtful Accounts		(65,000	)		(65,000	)
Accounts Receivable – Net	$	2,551,621		$	1,815,003

On January 28, 2022, Mikab entered into a non-recourse Factoring and Security Agreement (the “Factoring Agreement”) with Tower Cap LLC (the “Purchaser”), under which the Purchaser agreed to purchase selected Mikab accounts receivable (subject to a required reserve). The Purchaser retains the right to ~~consideration. As~~purchase such accounts as it deems appropriate. Under the ~~Company typically records a receivable when revenue is recognized.~~

Factoring Agreement, the amount advanced to Mikab varies by account debtor. The ~~contract with~~fees include interest ranging from 1.95% per month for accounts due in 30 days to 1.75% for accounts due in 90 days in addition to other fees which Mikab will be charged in the ~~customer states the final terms~~ordinary course of the ~~sale, including the description of services and pricing. Payment is typically due within 30~~relationship. The Purchaser also has a security interest (subject to that of the ~~service completion. The Company’s contracts with customers generally result~~holders of the 2021 Notes described in ~~services performed at point~~Note 13) in ~~time with a single performance obligation.~~ all accounts receivable and other assets of Mikab.

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Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) 606 — Revenue from Contracts with Customers (“ASC 606”) as of January 1, 2019, using the modified retrospective method. This method allows the Company to apply ASC 606 to new contracts entered into after January 1, 2019, and to its existing contracts for which revenue earned through December 31, 2018, has been recognized under the guidance in effect prior to the effective date of ASC 606. The revenue recognition processes the Company applied prior to the adoption of ASC 606 aligned with the recognition and measurement guidance of the new standard, therefore adoption of ASC 606 did not require a cumulative adjustment to opening equity in 2019.

Under the standard, a ~~contract's~~contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the ~~Corporation~~Company performs the following five steps: (i) identifies the contracts with a customer; (ii) identifies the performance obligations within the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when, or as, the ~~Corporation~~Company satisfies each performance obligation.

Customers are billed as work is completed and accepted. Extended contracts are billed in segments as completed. The amount of unbilled work in process at the end of a period is immaterial to the ~~Condensed Consolidated~~ financial statements taken as a whole. If a contract has been completed and accepted but not billed at the end of the year, the contract price is accrued as sales in the ~~year~~period completed.

Fixed ~~Assets~~assets, net

Fixed assets are ~~recorded~~carried at cost. Depreciation of the fixed assets is ~~provided~~calculated on the straight-line method over ~~the~~ estimated useful lives of ~~the assets using the straight-line method. The~~five to fifteen years. Trucks and automobiles have estimated useful lives of ~~the assets are as follows:~~seven to fifteen years, equipment has estimated useful lives of five to fifteen years and improvements have estimated useful lives of five to ten years.

~~Trucks and automobiles~~		~~7 years~~
~~Equipment~~		~~7 years~~
~~Leasehold improvements~~		~~10 years~~

	March 31, 2023			September 30, 2022
Trucks and automobiles	$	581,377		$	867,388
Equipment		213,447			293,543
Improvements		381,300			381,300
Total fixed assets		1,176,123			1,542,231
Less: accumulated depreciation		(935,827	)		(1,382,143	)
Fixed assets, net	$	240,297		$	160,088

~~Repairs~~Depreciation expense related to fixed assets amounted to approximately $25,600 and ~~maintenance are charged to expense as incurred. Gains~~$16,600 for the six months ended March 31, 2023 and ~~losses on disposition of property and equipment are included in income.~~2022, respectively.

~~Long-Lived Assets~~

~~Long-lived~~The Company reviews its long-lived assets, ~~are reviewed~~consisting of fixed assets, for impairment ~~periodically or~~ whenever events or circumstances exist that indicate ~~that~~ the carrying amount of an asset or asset group may not be ~~recoverable in accordance with FASB ASC Topic 360.~~recoverable. The recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset or asset group to the future undiscounted cash flows expected to be generated by that asset group. If the ~~total expected future cash flows, including~~asset or asset group is considered to be unrecoverable, an impairment loss is recorded to adjust the carrying amounts to the estimated ~~salvage value, is less than the asset’s carrying value, the asset is written down to its~~ fair value. No impairment expenses were recorded for the three or six months ended March 31, 2023 and March 31, 2022.

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Recapitalization Expenses

For the six months ~~June 30,~~ended March 31, 2022, ~~management determined that no such impairment existed.~~the Company recognized non-recurring costs, associated with the merger transaction described above, of approximately $240,000.

Income ~~Taxes~~(Loss) per Share

~~Effective January 1, 1981,~~We compute basic income (loss) per common share by dividing net income (loss) available to common shareholders by the ~~Company elected with~~weighted-average number of shares of common stock outstanding during the ~~consent~~period. We compute diluted income (loss) per common share by dividing net income (loss) available to common shareholders by the sum of ~~its stockholders, to be taxed under~~(1) the ~~provisions~~weighted-average number of ~~subchapter S~~shares of common stock outstanding during the period, (2) the dilutive effect of the ~~Internal Revenue Code. Under these provisions,~~assumed exercise of warrants, and (3) the ~~Company does not pay Federal corporate~~dilutive effect of other potentially dilutive securities. We exclude the potential dilutive effect of warrants and convertible instruments from the determination of diluted income ~~tax on its income. Instead,~~(loss) per common share if the ~~stockholders are liable for individual Federal income tax on the Company’s taxable income. For tax purposes, income is reported using the income tax basis~~effect of ~~accounting.~~including them would be antidilutive.

The same election was made for the State of New Jersey as of January 1, 1995. However, there are minimum taxes due to New Jersey based on the amount of the Company’s revenues. Any tax paid is reported as an expense under Other Operating Expenses.Income Tax

As a result of the stock transactions on August 12, 2021, ~~Mikab’s~~the Company Subchapter S election has been terminated. As of that date forward the Company ~~will~~is be treated as a taxable C corporation. Separate short year tax returns for S and C Corporations ~~will be~~were required to be filed for 2021.

The Company is a C Corporation for federal income tax purposes. Income taxes include U.S. federal, state, and local taxes, and deferred taxes arising from temporary differences between income for financial reporting and income tax purposes. These differences are primarily related to the allowance for doubtful accounts, ~~inventories,~~ prepaid expenses, and various accruals. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement balances and the tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the years that include the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized. Deferred tax assets and liabilities are aggregated and shown as a net non-current amount on the accompanying consolidated balance sheet.

An uncertain tax position in a tax return is recognized in the consolidated financial statements when it is more likely than not that the position would be sustained upon examination by taxing authorities. A recognized tax position is then measured at the largest amount of benefit that has greater than a 50% likelihood of being realized upon ultimate settlement. Accounting provisions also require that a change in judgment that results in subsequent recognition, derecognition, or change in a measurement of a tax position taken in a prior annual period (including any related interest and penalties) be recognized as a discrete item in the period in which the change occurs. The Company regularly evaluates the likelihood of recognizing the benefit from income tax positions taken in various federal and state filings by considering all relevant facts, circumstances, and information available.

The Company evaluates all significant tax positions. As of March 31, 2023, the Company does not believe that it has any significant tax positions that would result in additional tax liability, nor does it believe that there are any tax benefits that would increase or decrease within the next twelve months.

The Company’s policy is to include interest and penalties, if any, within the provision for taxes in the consolidated statement of operations. To date, there have been no interest or penalties charged in relation to unrecognized tax benefits.

The Company’s income tax returns are subject to examination by appropriate taxing authorities. As of March 31, 2023, the Company’s federal and state income tax returns for 2021 remain open.

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~~NOTE 3– Restatement~~New Accounting Standards

In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases-Topic 842, which has been codified in ASC 842, Leases. Under this new guidance, lessees are required to recognize for all leases (with the exception of short-term leases): 1) a lease liability equal to the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and 2) a right-of-use asset which will represent the lessee’s right to use, or control the use of, a specified asset for the lease term. This standard was effective for AmeriCrew in the annual reporting period beginning after December 31, 2021. The new standard was adopted as of January 1, 2022, using the modified retrospective approach. As of March 31, 2023, a right of use operating lease asset of $581,550, a right of use finance lease asset of $421,452, an operating lease liability of $624,834 and a finance lease liability of $421,452 are recorded on the Company’s consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and will be applied as a cumulative-effect adjustment to retained earnings. The Company is currently evaluating the impact of the pending adoption of the new standard on its consolidated financial statements and intends to adopt the standard on October 1, 2023.

NOTE 3 - Restatement

As result of errors identified in our previously filed consolidated financial statements for the year ended December 31, 2021, and our previously filed interim condensed consolidated financial ~~information~~statements for the three ~~and six~~ month ~~periods~~period ended ~~June 30, 2022 and~~March 31, 2021, we have restated our prior condensed consolidated financial statements. Those errors and restatements are as follows. We corrected ~~2021 earnings per share~~interest expense for ~~errors made~~the three months ended March 31, 2022, related to the valuation of warrants issued with respect to weighted average shares outstanding. We corrected prior period retained earnings for offering expenses that were previously included in equity but should have been in our prior period operating statement.notes payable and convertible debt. We also corrected certain ~~2022 and 2021~~ clerical errors and presentation items in our ~~cashflow~~condensed consolidated statement or operations and ~~operating statements.~~statement of changes in equity, for the three months ended March 31, 2022. Those are summarized as ~~follows~~follows:

As Reported

Restatement
Adjustment

As Restated

As of December 31, 2021

Loans Payable - Other

-

90,717

90,717

Additional Paid in Capital

(139,966 )

282,450

142,484

Retained Earnings

(2,257,020 )

(282,450 )

(2,539,470 )

As of June 30, 2022

Accounts payable and accrued expenses

1,283,199

50

1,283,249

For the Quarter ended June 30, 2021

Net Income

118,095

-

118,095

Weighted Average Shares Outstanding

15,764,424

(15,474,084 )

290,340

Earnings Per Share

0.01

0.39

0.40

For the six-months ended June 30, 2021

Net Income

423,188

-

423,188

Weighted Average Shares Outstanding

15,764,424

(15,474,084 )

290,340

Earnings Per Share

0.03

1.42

1.45

For the quarter ended June 30, 2022

Net Income

491,034

(540 )

490,494

Interest Expense

118,156

540

118,696

As of December 31,2021 – Opening Balance Sheet Adjustment

Additional Paid in Capital

(139,966 )

282,450

142,484

Retained Earnings

(2,257,020 )

(282,450 )

(2,539,470 )

Six months ended June 30, 2022

Net cash (used) provided by operations

1,707,973

3,415,946

(1,707,973 )

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	As Reported			Restatement Adjustment			As Restated
Condensed Consolidated Statement of Operations
For the Three Months Ended March 31, 2022
Interest Expense	$	—		$	248,754		$	248,754
Net Loss		(134,180	)		(238,753	)		(372,933	)
Loss Per Share	$	(0.01	)	$	(0.01	)	$	(0.02	)
Condensed Consolidated Statement of Stockholder's Deficit
As of December 31, 2021
Additional Paid in Capital		(139,966	)		1,956,626			1,816,660
Accumulated Deficit		(2,257,020	)		(325,192	)		(2,582,212	)
Total Deficit		(2,381,222	)		1,631,434			(749,788	)
For the Three Months Ended March 31, 2022
Net Loss		(134,180	)		(238,753	)		(372,933	)
As of March 31, 2022
Additional Paid in Capital		(139,966	)		1,956,626			1,816,660
Accumulated Deficit		(2,391,200	)		(563,945	)		(2,955,145	)
Total Deficit		(2,515,402	)		1,392,681			(1,122,721	)

NOTE 4 - ~~Concentration~~LOSS PER SHARE

The following table set forth the computation of ~~Credit Risk~~the Company’s basic and dilutive loss per common share:

	Three Months Ended March 31,						Six Months Ended March 31,
	2023			2022			2023			2022
Numerator:
Net loss	$	(50,998	)	$	(372,933	)	$	(493,075	)	$	(2,075,815	)
Net loss attributable to common shareholders		(50,998	)		(372,933	)		(493,075	)		(2,075,815	)
Denominator:
Basic weighted average common shares outstanding		15,777,757			15,764,424			15,771,017			8,792,584
Basic loss per common share	$	0.00		$	(0.02	)	$	(0.03	)	$	(0.24	)
Diluted:
Weighted average common shares outstanding		15,777,757			15,764,424			15,771,017			8,792,584
Effect of potentially dilutive common stock equivalents		—			—			—			—
Diluted weighted-average common shares outstanding		15,777,757			15,764,424			15,771,017			8,792,584
Diluted loss per common share	$	0.00		$	(0.02	)	$	(0.03	)	$	(0.24	)

Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Convertible senior debt		1,968,989		1,305,696		1,968,989		1,305,696
Outstanding warrants on common stock		2,624,451		1,626,358		2,624,451		1,626,358
Total		4,593,440		2,932,054		4,593,440		2,932,054

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NOTE 5 – RELATED PARTY TRANSACTIONS

Brian Weis, the Company’s Chief Operating Officer and his family members own entities which lease premises to AmeriCrew. Amounts paid for related party transactions for the six months ended March 31, 2023 and 2022 are as follows:

Entity	Product	Six Months Ended March 31, 2023		Six Months Ended March 31, 2022
29 Aladdin Avenue Realty LLC	Premises Lease	$	29,024	$	18,879
75 Second Street Realty LLC	Premises Lease	$	11,235	$	7,308
Mikab Realty LLC	Premises Lease	$	11,235	$	7,308
Mikab Properties LLC	Premises Lease	$	58,500	$	26,993
RR Power Leasing LLC	Equipment	$	10,908	$	60,000

Entity	Product	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
29 Aladdin Avenue Realty LLC	Premises Lease	$	19,445	$	9,300
75 Second Street Realty LLC	Premises Lease	$	7,527	$	3,600
Mikab Realty LLC	Premises Lease	$	7,527	$	3,600
Mikab Properties LLC	Premises Lease	$	39,000	$	26,993
RR Power Leasing LLC	Equipment	$	7,308	$	60,000

On September 30, 2022, the Company received a loan on equipment from Mr. Weis in the amount of $49,200. The Company has agreed to repay this loan over 24 months with 0% interest. The Company has recorded imputed interest expense at the current Applicable Federal Rates ("AFR").

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consisted of the following at the dates indicated:

	March 31, 2023		September 30, 2022
Accounts payable and accrued liabilities:
Accounts payable	$	842,557	$	1,332,297
Accrued expenses		—		320,185
Interest payable		99,991		—
Payroll accrual		129,298		57,379
Sales tax payable		—		12,124
Total accounts payable and accrued liabilities	$	1,071,846	$	1,721,985

NOTE 7 – LEASING ARRANGEMENTS

Mikab leases a commercial building, from Mikab Properties (a related party as described in Note 5), under a 20-year lease beginning October 1, 2009 and ending September 30, 2029, payable in monthly installments of $6,500. Mikab is required to carry insurance and pay for all needed repairs, maintenance and real estate taxes.

Table of Contents

There are three other premises Mikab leases that are under five-year lease agreements payable in monthly installments of approximately $3,300 to 29 Aladdin Avenue Realty LLC, approximately $1,300 to 75 Second Street Realty LLC and approximately $1,300 to Mikab Realty LLC. Each has a 3% annual increase for the term of the leases.

The Company has determined that its finance and operating lease right of use assets are valued at $421,452 and $581,550, respectively, as of March 31, 2023. The finance lease liability consists of $158,788 in current obligations and $262,664 non-current. The operating lease liability consists of $138,607 in current obligations and $486,227 non-current. The future minimum lease commitments are as follows as of March 31, 2023:

	Operating		Finance
Remainder of 2023	$	133,358	$	130,232
2024		149,203		156,502
2025		151,338		79,352
2026		78,000		55,107
2027		78,000		37,862
Thereafter		136,500		1,380
Total		726,399		460,435
Less: imputed interest		101,565		38,983
Present value of remaining lease payments	$	624,834	$	421,452

The following table summarizes supplemental information related to leases for the three and six months ended March 31, 2023 and 2022:

Cash paid for amounts included in the measurements of lease liabilities:	Three Months Ended March 31, 2023		Six Months Ended March 31, 2023
Operating cash flow from operating leases	$	97,637	$	146,147
Operating cash flow from finance leases	$	80,325	$	121,338

Right-of-use assets obtained in exchange for lease obligations:
Finance leases	$	—	$	240,203

Cash paid for amounts included in the measurements of lease liabilities:	Three Months Ended March 31, 2022		Six Months Ended March 31, 2022
Operating cash flow from operating leases	$	48,345	$	73,095
Operating cash flow from finance leases	$	9,624	$	14,489

The following summarizes other supplemental information about the Company’s leases as of March 31, 2023:

Weighted-average remaining lease term – operating leases	4.37 years
Weighted-average remaining lease term – finance leases	3.82 years
Weighted-average discount rate – operating leases		5.49	%
Weighted-average discount rate – finance leases		5.57	%

NOTE 8 – CONCENTRATION OF CREDIT RISK

The Company maintains cash balances in several financial institutions. Such balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) for up to $250,000 per institution. From time to time, the Company’s balances may exceed these limits.

~~The Company had one major vendor, which accounted for approximately 31% of all purchases for the six months ended June 30, 2022.~~

~~The Company had three major customers, which accounted for approximately 28%, 22%, and 21% of all sales for the six months ended June 30, 2022.~~

~~Accounts receivable due from five customers accounted for approximately 22%, 20%, 17%, 12%, and 11% of accounts receivable at June 30, 2022.~~

~~NOTE 5 – Fixed Assets~~

~~Fixed assets, net is summa as follows:~~

Fixed assets

June 30, 2022

December 31, 2021

Trucks and automobiles

785,332

785,332

Equipment

293,542

293,542

Leasehold improvements

381,300

381,300

1,460,174

1,460,174

Less: accumulated depreciation and amortization

(1,372,207 )

(1,355,576 )
Fixed assets, net

87,967

104,598

~~Depreciation and amortization expense related to fixed assets amounted to $16,631 and $16,631 for the six months ended June 30, 2022 and 2021, respectively.~~

~~NOTE 6 – Paycheck Protection Program Loan~~

As a result of the Corona Virus pandemic, Mikab was able to obtain Paycheck Protection Program loans described in the CARES Act in the amount of $351,370 for payroll and other expense reimbursement in 2021 and 2020. Both loans were completely forgiven in 2021and such amounts recorded as a gain in the accompanying Condensed Consolidated consolidated statement of operations.

~~NOTE 7 – Related Party Transactions~~

Mikab and the Company have entered into a number of related party transactions. Certain of the owners of the Company own stock in entities which sell goods and services and lease premises to the Company. The Company believes the terms of these transactions approximate those done as arms-length and are as follows for the six months ended June 30, 2022 and 2021:

Entity

Product

2022

2021

New Jersey Tower Service Inc

Services

$
0

$
33,767

Mikab Equipment Sales Inc

Equipment

$
0

$
23,836

29 Aladdin Avenue Realty LLC

Premises Lease

$
18,600

$
27,900

75 Second Street Realty LLC

Premises Lease

$
7,200

$
10,800

Mikab Realty LLC

Premises Lease

$
7,200

$
10,800

Mikab Properties LLC

Premises Lease

$
53,985

$
80,978

RR Power Leasing LLC

Equipment

$
54,600

$
0

Novation Enterprises

Services & Workforce Dev

$
60,000

$
0

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~~NOTE 8 – Leasing Arrangements~~The Company had four major customers, which accounted for 84% of all sales, with the customer with the most sales accounting for 29% of all sales, for the six months ended March 31, 2023. Accounts receivable due from those four customers accounted for 74% of accounts receivable, with the highest concentrated accounting for 22% of accounts receivable, as of March 31, 2023. For the six months ended March 31, 2022, two major customers accounted for 69% of all sales. Accounts receivable due from those two customers accounted for 44% of accounts receivable, with the highest concentrated accounting for 30% of accounts receivable, as of March 31, 2022.

The Company ~~leases a commercial building under a twenty-year lease beginning October 1, 2009 and ending September 30, 2029, payable in monthly installments~~had four major customers, which accounted for 84% of ~~$8,998~~all sales, with the customer with the most sales accounting for 29% of all sales, for the three months ended March 31, 2023. Accounts receivable due from ~~Mikab Properties (a related party~~those four customers accounted for 74% of accounts receivable, with the highest concentrated accounting for 22% of accounts receivable, as ~~described in Note 3).~~ of March 31, 2023. For the three months ended March 31, 2022, three major customers accounted for 76% of all sales. Accounts receivable due from those three customers accounted for 60% of accounts receivable, with the highest concentrated accounting for 30% of accounts receivable, as of March 31, 2022.

NOTE 9 – FAIR VALUE

The Company is required to ~~carry insurance and pay for all needed repairs, maintenance and real estate taxes. The rental amount has been reduced~~disclose, in the last two years to $96,000 in 2020 by agreement between the parties. There were oral month-to-month agreements for the three other premises the Company leases prior to 2021. Beginning in 2021, these three premises are under five-year lease agreements payable in monthly installments of $3,100 to 29 Aladdin Avenue Realty LLC, $1,200 to 75 Second Street Realty LLC and $1,200 to Mikab Realty LLC. Each has a 3% annual increase for the term of the leases. Based on current GAAP accounting, The Company has determined that it’s operating lease right of use is valued at $988,521 of which $279,633 is current and $708,838 is long-term. The future minimum lease commitments are as follows for the year ending June 30,

2022

$ 279,683

2023

$ 141,480

2024

$ 141,480

2025

$ 141,480

Thereafter

$ 284,398

~~NOTE 9 – Stockholders’ Life Insurance~~

The Company entered into life insurance policies for certain stockholders. The Company is both the owner and beneficiary of these policies. The purpose of these policies is to buy back the shares of the stockholder in the event of their death.

~~The Company also provides whole life insurance to several of the key employees. There isn’t a cash surrender value~~

~~Table of Contents~~

~~NOTE 10 – Fair Market Value (FMV)~~

~~These Condensed Consolidated~~condensed consolidated financial statements, ~~are required to disclose~~ the methods used to determine the fair value of financial assets and liabilities based on a hierarchy of three levels of input.

~~Level 1 inputs~~ Fair value measurements discussed herein are based ~~on unadjusted~~upon certain market ~~prices within active markets.~~

~~Level 2 inputs are based on quoted prices for similar assets~~assumptions and ~~liabilities in active or inactive markets.~~

~~Level 3 inputs would be primarily valued using management assumptions about~~pertinent information available to the ~~assumptions market participants would utilize in pricing~~Company as of and during the ~~asset or liability.~~period.

The three levels of the fair value hierarchy under FASB ASC Topic 820, Fair Value Measurement, are described as follows:

Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 - Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

~~The Company has no~~Because of their short-term nature, the amounts reported in the condensed consolidated financial ~~assets or~~statements for cash, accounts receivable, prepaid expenses, accounts payable and accrued liabilities, ~~requiring~~and loans and notes payable approximated their respective fair ~~valuation.~~values at March 31, 2023 and September 30, 2022.

NOTE ~~11 – Net Income (Loss) per Share~~10 - INCOME TAXES

~~Basic net loss~~ ~~per share has been computed on~~The income tax expense for the ~~basis~~three and six months ended March 31, 2023 and 2022, respectively is $0.

The effective tax rate differs from the statutory Federal rate of 21% primarily because of the ~~weighted average number~~change in valuation allowance and the uncertainty of shares of common stock outstanding. Diluted net loss per share of common stock has been computed on the basis of the weighted average number of shares outstanding plus equivalent shares of common stock assuming exercise of stock options. Potential shares of common stock that have an anti-dilutive effect (i.e., those that share or decrease loss per share) are excludedrealizing a tax benefit from the ~~calculation of diluted net loss per share of common stock. For the periods ending June 30, 2022 and 2021, all potentially dilutive securities were antidilutive.~~Company’s Net Operating Losses (NOLs).

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The primary components of the Company's net deferred tax assets and liabilities are as follows:

	March 31, 2023			September 30, 2022
Total Deferred Tax Assets	$	743,000		$	650,000
Less: Valuation Allowance	$	(743,000	)	$	(650,000	)
Net deferred tax asset / (liability)		—		$	—

As of March 31, 2023 and September 30, 2022, the Company had approximately $3.5 million and $3.1 million, respectively, of federal NOL carryforwards available to offset future taxable income. Full valuation allowances have been established for Federal, state and local jurisdictions that reduce the Company’s net deferred tax assets to an amount that will, more likely than not, be realized. The uncertainty that may affect the realization of these assets is the ability of the Company to generate sufficient taxable income from its operations.

NOTE 11 – NOTES AND LOANS PAYABLE - RELATED PARTY

Notes Payable - Related Party

As of March 31, 2023 and September 30, 2022, the balances of notes payable related party were $367,888 and $370,429, respectively, inclusive of bridge loans and short term loans. Bridge loans bear an annualized interest rate of 12%. On December 31, 2022 all notes payable with related parties were amended to grant additional warrants and extend the maturity date to December 31, 2023. The notes payable to related parties are presented net of unamortized discount of approximately $207,000 and $192,000 as of March 31, 2023 and September 30, 2022, respectively.

Individual/Entity	Amount of Note		Due Dates	Number of Warrants
David Unger	$	83,790	December 31, 2023		45,750
Earl Scott(1)	$	125,548	December 31, 2023		68,550
Brian Weis(2)	$	24,450	December 31, 2023		13,350
Lender	$	40,934	December 31, 2023		22,350
New Jersey Tower, Inc.(3)	$	150,000	December 31, 2023		92,400
RR Power Leasing, LLC(4)	$	150,000	December 31, 2023		92,400

(1) Former Chief People Officer and director.

(2) Chief Operating Officer and a director.

(3) Brian Weis owns 20% of this entity.

(4) Brian Weis is the managing member of this entity and owns a 2% interest. A trust of which Mr. Weis is one of two trustees.

Warrants issued on December 31, 2021 to holders of the notes were valued at $1.73 - $1.93. The fair value of each warrant is estimated on the date of issuance using the Black Scholes model based on the following inputs:

Stock price	$	1.75 - 1.95
Exercise (strike) price	$	1.90
Time to maturity (in years)		5
Annual risk free rate		1.27	%
Annualized volatility		230	%

Table of Contents

Additional warrants issued on December 31, 2022 to holders of the notes were valued at $1.57. The fair value of each warrant is estimated on the date of issuance using the Black Scholes model based on the following inputs:

Stock price	$	1.59
Exercise (strike) price	$	1.90
Time to maturity (in years)		5
Annual risk free rate		3.94	%
Annualized volatility		230	%

The additional warrants had a calculated fair value of approximately $527,000 at issuance, as of December 31, 2022. Using the relative fair value method, the Company recognized the resultant debt discount and equity classified warrant in the amount of approximately $276,000 in connection with the notes payable to related parties. Amortization of the discount in connection with the related party notes was $68,945 for the three months ended March 31, 2023. As of March 31, 2023, the remaining unamortized discount associated with the notes was $206,834.

Loans Payable - Equipment, Related Party

As of March 31, 2023 and September 30, 2022, the balances of equipment loans payable with a related party were $43,050 and $49,200, respectively, of which $30,750 and $24,600 was classified as a current liability as of March 31, 2023 and September 30, 2022, respectively. The Company has agreed to repay this loan over 24 months with 0% interest, maturing in September 2024. The Company has recorded imputed interest expense at the current AFR of approximately $500 and $1,100 for the three and six months ended March 31, 2023, respectively.

During the six months ended March 31, 2023 and 2022, the Company received proceeds from related party loans of approximately $18,100 and $7,600, respectively.

NOTE 12 – ~~Convertible Debt~~LOANS PAYABLE

Loans Payable - Stockholder

As of both March 31, 2023 and ~~Warrants~~September 30, 2022, the balance of loans payable to stockholder were $464,078. The loans bear no interest until maturity on January 1, 2025. Interest after maturity is 10% per annum until fully repaid. The Company recognized imputed interest for the three months ended March 31, 2023 and 2022 of approximately $5,300 and $1,100, respectively, based on the then current AFR. The Company recognized imputed interest for the six months ended March 31, 2023 and 2022 of approximately $10,600 and $2,300, respectively.

Loans Payable - Insurance

As of March 31, 2023 and September 30, 2022, the balance of loans payable insurance was $125,065 and $380,799, respectively, all of which is classified as a current liability. The total balance is comprised of two loans, maturing in July and August of 2023, respectively. The loans have an effective interest rate of 6.1% and 5.6%, respectively.

Loans Payable - Equipment

On February 16, 2023, the Company financed an equipment purchase of $38,475 with NREF, a non-related party. As of March 31, 2023, the balance of the loans payable equipment was $26,566. The loans payable equipment has payments of approximately $1,300 due monthly until maturity in July 2026, with an effective interest rate of approximately 13%.

During the six months ended March 31, 2023 and 2022, the Company made repayments of loans payable of approximately $219,000 and $345,000, respectively.

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NOTE 13 – CONVERTIBLE DEBT AND WARRANTS

During the fourth quarter of 2021, the Company sold $2,485,000 of senior secured convertible notes (the “Notes”) and five-year ~~warrants (the “Warrants”)~~Class A Warrants to purchase ~~961,544~~1,195,354 shares of the Company’s common stock at an exercise price of $1.9032 per share. It also issued 110,342 Placement Agent Warrants to a Placement Agent which contain similar terms to the Class A Warrants except they are exercisable at $2.0935 per share.

Each Note is due two years from the date of issuance. 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, and interest is payable in cash or common stock at the option of each investor. The Notes are convertible into shares of common stock at any time following the date of issuance at the holder’s option at a conversion price of $1.9032 per share, subject to certain adjustments. The conversion price will also be subject to adjustment upon any issuance by the Company of common stock or securities convertible or exercisable into common stock at a price per share that is lower than the conversion price (a “Dilutive Price”), subject to certain exempt issuances, whereupon the conversion price will be adjusted to 80% of the Dilutive Price. Furthermore, at any time after December 31, 2022, we may, after written notice to the noteholders, 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 Notes, accrued but unpaid interest and all other amounts due in respect of the Notes (if any). The Notes also contain certain negative covenants including the general inability to borrow funds whether to prepay the Notes or ~~otherwise, although in 2023 we may borrow a sufficient sum to cover the prepayment.~~otherwise.

The Class A Warrants are exercisable for ~~five-years~~five years from the respective dates of issuance at an exercise price of $1.9032 per share, subject to certain adjustments, including adjustment upon any issuance by the Company of common stock or securities convertible or exercisable into common stock at a Dilutive Price in which event the exercise price will be adjusted to 80% of the Dilutive Price, subject to certain exempt issuances. If at any time after the six-month anniversary of the issuance of the Class A Warrants, there is no effective Registration Statement registering, or no current Prospectus available for, the resale of the shares underlying the Class A Warrants, the holders may exercise the Class A Warrants on a net exercise or cashless basis.

Our obligations under the Notes are secured by a first priority lien on all of our assets and those of our ~~wholly-owned~~wholly owned subsidiaries pursuant to a Security Agreement, dated October 5, 2021 by and among the Company, our ~~wholly-owned~~wholly owned subsidiaries, Mikab and Americrew Holdings, LLC, the noteholders, and Westpark Capital, Inc. (“West Park”), as agent for the secured parties. Our obligations under the Notes are also guaranteed by our subsidiaries. The Company and our ~~wholly-owned subsidiary,~~wholly owned subsidiaries, entered into a Guaranty Agreement, dated October 5, 2021.

The ~~Note~~Notes also ~~contains~~contain customary negative covenants prohibiting the Company from certain actions while the ~~Note remains~~Notes remain outstanding.

Each of the ~~Note~~Notes and the Class A Warrants contain a 4.99% beneficial ownership limitation pursuant to which neither may be converted or exercised, as applicable, if and to the extent that following such conversion or exercise the holder would beneficially own more than 4.99% of the Company’s outstanding common stock, subject to increase to 9.99% upon 61 days’ prior written notice by the holder.

In addition, pursuant to the Securities Purchase Agreement, we entered into Registration Rights Agreements with the purchasers, in which we agreed to file a Registration Statement on Form S-1 with the SEC, ~~on or before January 31, 2022,~~ covering the resale of the shares of common stock issuable upon conversion of the Notes and exercise of the Class A Warrants and to have such Registration Statement declared effective within 90 days thereafter.

The ~~Warrants are equity classified. On~~Registration Statement was filed with the date of issuance, the warrants had a fair value of $65,284 and relative fair value of $75,824.33. Amortization of debt discount has been recorded in interest expense the accompanying condensed consolidated statement of operations.

~~NOTE 13 – Loans Payable - Related Party~~

~~As of June 30,~~SEC during February 2022, and December 31, 2021, there was a note payable to related parties of $464,078 and $522,562. The lean bears interest at 12% and 10% respectively and matures January 1, 2025 and December 31, 2022 respectively.

~~NOTE 14 – Loan Payable - Stockholder~~

As of June 30 2022 and December 31, 2021 the balances of loan payable stockholder were $451,859 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 15 – GOODWILL and INTANGIBLE ASSETS~~

~~GOODWILL~~

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 through 15 MIKAB has been identified as the acquirer for accounting purposes. As a result of the foregoing the Company has not recorded goodwill. The Company intends to conduct a valuation study on the acquisition prior to yearend and will adjust its intangible assets pursuant to the final valuation report.withdrawn in September 2022.

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~~NOTE 16 – EQUITY~~

~~Common Stock~~The Class A Warrants are equity classified. On the date of issuance, the Class A Warrants had a fair value of approximately $3,900,000 and relative fair value of $1,500,000. Amortization of debt discount over the notes related two-year term has been recorded in interest expense the accompanying condensed consolidated statement of operations. Interest expense with respect to the debt discount amortization was approximately $189,000 and $189,000 for the three months ended March 31, 2023 and 2022, respectively. Interest expense with respect to the debt discount amortization was approximately $378,000 and $249,000 for the six months ended March 31, 2023 and 2022, respectively. The unamortized debt discount associated with these Class A Warrants was approximately $503,000 and $881,000 as of March 31, 2023 and September 30, 2022, respectively.

The Class A Warrants issued with the December 2021 senior secured convertible notes were valued at $1.73 to $4.92 on the date of issuance. The fair value of each Class A Warrant was estimated on the date of issuance using the Black Scholes model based on the following inputs:

Stock price	$	1.75 - 4.97
Exercise (strike) price	$	1.90
Time to maturity (in years)		5
Annual risk free rate	0.95 - 1.29		%
Annualized volatility	197 - 230		%

On September 30, 2022, the Company ~~has authorized 300,000,000~~raised $245,000 of capital in the form of senior secured convertible notes and accompanying Class A and Class B Warrants. The notes pay interest at the rate of 8% and are payable two years after issuance, with due dates ranging from September 2024 to December 2024. The lenders can convert the investment at a rate of $1.9032 per share. The lenders also received Class A or Class B Warrants (together, the "Warrants") to buy common stock of the Company at $1.9032 and $2.50, respectively. These Warrants expire five years from issuance, with expiration dates ranging from September 2027 to December 2027.

The Class B Warrants are exercisable for five years from the respective dates of issuance at an exercise price of $2.50 per share, subject to certain adjustments, including adjustment upon any issuance by the Company of common stock or securities convertible or exercisable into common stock at a Dilutive Price in which event the exercise price will be adjusted to 80% of the Dilutive Price, subject to certain exempt issuances. If at any time after the six-month anniversary of the issuance of the Class B Warrants, there is no effective Registration Statement registering, or no current Prospectus available for, the resale of the shares underlying the Class B Warrants, the holders may exercise the Class B Warrants on a net exercise or cashless basis.

The Warrants issued with the September 2022 senior secured convertible notes were valued at $1.97. The fair value of ~~$0.000001 par~~each Warrant was estimated on the date of issuance using the Black Scholes model based on the following inputs:

Stock price	$	2.00
Exercise (strike) price	$	1.90 - 2.50
Time to maturity (in years)		5
Annual risk free rate		4.06	%
Annualized volatility		214	%

The Warrants issued with the September 2022 senior secured convertible notes had a calculated fair value ~~common stock. As~~ of ~~June~~approximately $381,000. Using the relative fair value method, the Company recognized the resultant debt discount and equity classified Warrant in the amount of approximately $149,000. The debt discount will be accreted to interest expense over the two-year term of the related convertible notes. Interest expense with respect to the debt discount amortization for the three months ended March 31, 2023 was approximately $19,000. Interest expense with respect to the debt discount amortization for the six months ended March 31, 2023 was approximately $37,000. There was no interest accretion in the nine months ended September 30, 2022.

During October 2022 and December 2022, the Company raised $593,000 of capital in the form of senior secured convertible notes and accompanying Class A and Class B Warrants. The notes pay interest at the rate of 8% and are payable two years after issuance, with due dates ranging from October 2024 to December 2024. The lenders can convert the investment at a rate of $1.9032 per share. The lenders also received Class A or Class B Warrants to buy common stock of the Company at $1.9032 and $2.50, respectively. These Warrants expire five years from issuance, with expiration dates ranging from October 2027 to December 2027.

Table of Contents

The Warrants issued with the October 2022 and December 2022 senior secured convertible notes were valued at $1.57 to $1.88 on the date of issuance. The fair value of each Warrant was estimated on the date of issuance using the Black Scholes model based on the following inputs:

Stock price	$	1.59 - 1.90
Exercise (strike) price	$	1.90 - 2.50
Time to maturity (in years)		5
Annual risk free rate	3.94 - 4.19		%
Annualized volatility		230	%

The Warrants issued with the October 2022 and December 2022 senior secured convertible notes had a calculated fair value of approximately $802,000. Using the relative fair value method, the Company recognized the resultant debt discount and equity classified Warrant in the amount of approximately $340,000. The debt discount will be accreted to interest expense over the two-year term of the related convertible notes. Interest expense with respect to the debt discount amortization for the three months ended March 31, ~~2021, there were 15,764,424 shares of Common Stock issued and outstanding, respectively.~~2023 was approximately $43,000. Interest expense with respect to the debt discount amortization for the six months ended March 31, 2023 was approximately $55,000.

The following table presents the Company's convertible note maturities:

Maturities of convertible notes payable
Year ending September 30,
2023	$	—
2024		2,730,000
2025		593,000
2026		—
2027		—
Thereafter		—
Total principal due		3,323,000
Total convertible notes and accrued interest balance due		3,323,000
Less: debt discount		(900,179	)
Total convertible notes balance	$	2,422,821

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The following table presents the Company's warrant activity from September 31, 2021 to March 31, 2023:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Outstanding as of September 30, 2021		—	$	—		—
Issued		1,626,364		1.89		—
Expired		—		—		—
Exercised		—		—		—
Outstanding as of December 31, 2021		1,626,364		1.89		4.92
Issued		—		—		—
Expired		—		—		—
Exercised		—		—		—
Outstanding as of March 31, 2022		1,626,364		1.89		4.67
Issued		193,160		2.10		—
Expired		—		—		—
Exercised		—		—		—
Outstanding as of September 30, 2022		1,819,524		1.91		4.26
Issued		804,927		2.02		—
Expired		—		—		—
Exercised		—		—		—
Outstanding as of March 31, 2023		2,624,451		1.95		4.05
Warrants exercisable as of March 31, 2023		2,624,451	$	1.95		4.05

NOTE ~~17 - Contingencies~~14 – CONTINGENCIES

The Company may from time to time be involved in various legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation ~~would~~will not have a material adverse effect on the Company’s ~~Condensed Consolidated~~condensed consolidated financial statements.

The COVID-19 outbreak in the United States has caused business disruption through mandated and voluntary closings. Although temporary disruptions can be expected, significant uncertainty exists concerning the magnitude and duration of the COVID-19 pandemic’s impact on the Company's customers, labor sources, supply chains, and demand for the Company’s services. The potential financial impact cannot be reasonably estimated at this time.

~~The SBA may elect to undertake an audit of the Company’s Paycheck Protection Program loans.~~

~~NOTE 18 – Factoring Recourse~~

On January 28, 2022, MIKAB entered into a Factoring and Security Agreement (the “Factoring Agreement”) with Tower Cap LLC (the “Purchaser”), a related party, under which the Purchaser agreed to purchase selected MIKAB accounts receivable (subject to a required reserve). The Purchaser retains the right to purchase such accounts as it deems appropriate. Under the Factoring Agreement, the amount advanced to MIKAB varies by account debtor. MIKAB must repurchase delinquent accounts which are past due within 30 days. The fees include interest ranging from 1.95% per month for accounts due in 30 days to 1.75% for accounts due in 90 days in addition to other fees which MIKAB will be charged in the ordinary course of the relationship. The Purchaser also has a security interest (subject to that of the holders of the 2021 Notes described in Note 11) in all accounts receivable and other assets of MIKAB.

~~Pursuant to the Factoring Agreement, MIKAB has agreed to repurchase any unpaid fees related to the purchased account on demand. The factored amounts are being recorded as a financing.~~

~~NOTE 19 INCOME TAXES~~

The Corporation accounts for its income taxes using the Financial Accounting Standards Board ASC No. 740, "Accounting for Income Taxes", which requires the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carryforwards. Valuation reserves are used to offset deferred tax assets due to the uncertainty of the realization of those tax assets. Deferred tax expense or benefit is recognized as a result of the changes in the assets and liabilities during the year.

The Corporation had a net operating loss available of approximately $797,000 at December 31, 2021 and $634,000 at June 30, 2022 to offset future federal and state taxable income. This loss does not expire.

Under the Tax Cuts and Jobs Act passed in 2017, the carryforward of net operating losses incurred after 2017 no longer expire. However, these losses can only be used to offset 80% of taxable income in any one year (100% allowed in 2018). Losses incurred in 2017 and prior years can continue to be used to offset 100% of taxable income until they expire. The Deferred Tax Asset at December 31, listed below, reflect the current corporate tax rate of 21%.

For the six months ended June 30, 2022, the approximate taxable income is $204,000. Based on current tax law this can be offset by the carryforward loss up to 80% of the taxable income or $163,200. The resulting taxable income would have a federal tax due of approximately $8,600. It is estimated that various state taxes are approximately $11,400.

~~The Corporation's total deferred tax asset and deferred tax asset valuation allowances as of June 30, 2022 and December 31, 2021, respectively are as follows:~~

12/31/2021

6/30/2022

Total Deferred Tax Assets

$ 167,000

$ 133,000

Less: Valuation Allowance

(167,000 )

(133,000 )
Net Deferred Tax Assets

$ -

$ -

The Corporation is subject to federal and state taxation in accordance with the Internal Revenue Code and various state codes. Corporation tax expense is charged to income when paid or accrued. The total accrued tax liability at June 30, 2022 would be $20,000. Since there was no change in the tax deferred asset or liability, there is no deferred tax expense or benefit in 2021.

The Company evaluates all significant tax positions. As of June 30, 2022, the Company does not believe that it has any significant tax positions that would result in additional tax liability to the stockholders of the Company nor does it believe that there are any tax benefits that would increase or decrease within the next twelve months.

~~The tax years subject to examination by the federal and state taxing authorities are the years ended December 31, 2019 to December 31, 2021.~~

~~NOTE 20 – SUBSEQUENT EVENTS~~

The Company has evaluated all events or transactions that occurred after June 30, 2022 through November 3, 2022, which is the date that the Condensed Consolidated financial statements were available to be issued.

On September 30, 2022 and October 28, 2022, AmeriCrew Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) with five investors (the “Purchasers”) whereby the Purchasers lent the Company a total aggregate of $500,000 gross proceeds and the Company issued these Purchasers Secured Convertible Promissory Notes (the “Notes”), five-year Class A Common Stock Purchase Warrants (the “Class A Warrants”) and five-year Class B Common Stock Purchase Warrants (the “Class B Warrants”) at an exercise price of $1.9032 per share and $2.50 per share, respectively, pursuant to the terms and conditions of the SPA.

~~There have been no other material subsequent events.~~

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

Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements within 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 COVID-19,~~ supply chain shortages and inflation and the Federal Reserve’s interest rate increases in response, the recent banking crisis and any economic downturns or recession that may result from any of the foregoing, and our lack of an operating history and ~~revenue.~~ability to generate positive net income on a consistent basis or at all. Further information on the risk factors affecting our business is contained in “Risk Factors” of our Annual Report on Form ~~10-K~~10-KT for the ~~fiscal year~~period ended ~~December 31, 2021.~~September 30, 2022. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Company Overview

~~Americrew, Inc.. f/k/a PhoneBrasil International, Inc. (the “Company”, or “Americrew”) is a Delaware Corporation that~~Prior to the Acquisition in August 2021, the Company was ~~organized in New Jersey in 1991. We were a development stage company engaged in the telecommunications industry and at some point we became~~ a shell issuer as referred to on Rule 144(i) under the Securities Act of 1933. Effective December 13, 2021, Americrew merged in to its parent, a New Jersey Corporation, named PhoneBrasil International, Inc. which changed the Company domicile and name.

company with no operations. Following the ~~acquisition of Mikab Corporation (“Mikab”) in a reverse merger which closed on August 12, 2021 pursuant to which~~Acquisition, we ~~issued 94.2% of our outstanding common stock to the former Mikab stockholders in exchange for 100% of the capital stock of Mikab (the “Acquisition”), we now~~ provide specialty infrastructure 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, and we also hire employees with skill and experience in our fields and use third party independent contractors for our operations.

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Our business, which is conducted primarily through Mikab, consists of the following:

	·	fiber construction and 5G wireless construction, which are collectively grouped into the broader category of telecommunications infrastructure and consist of construction and maintenance and related services with respect to fiber optic cables;

	·	wireless cell towers and 5G small and macro cells; and

	·	site planning and installation and related services for clean energy systems, with an initial focus on ~~electronic vehicle, or~~ EV charging ~~stations; and~~stations.


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	·	~~workforce development with respect to the unique in-house training program to support the services we provide which is currently being provided at the parent company level and is in the process~~Table of ~~being transferred to a new subsidiary.~~ Contents

~~Since~~Understanding Our Results of Operations

Revenue. We provide construction, installation, maintenance and upgrade services to our customers. We derive revenue from projects performed under master and other service agreements as well as from contracts for specific projects requiring the ~~Acquisition,~~construction and installation of an entire infrastructure system or specified units within an infrastructure system.

Costs of Revenue, exclusive of depreciation. Costs of revenue consists principally of salaries, employee incentives and benefits, subcontracted services, equipment rentals and repairs, fuel and other equipment expenses, material costs, parts and supplies, insurance and facilities expenses. Project profit or loss is calculated by subtracting a project’s costs of revenue, including project-related depreciation, from project revenue. Project profitability and corresponding project margins will generally be reduced if actual costs to complete a project exceed our project cost estimates. Estimated losses on contracts, or the excess of estimated costs to complete a contract over the contract’s remaining revenue, are recognized in the period in which such losses are determined. Factors impacting our costs of revenue, include:

Project Mix. The mix of revenue derived from the projects we perform impacts overall project margins, as margin opportunities can vary by project. For example, installation work, which is often performed on a fixed price basis, has a higher level of margin risk than maintenance or upgrade work, which is often performed under pre-established or time and materials pricing arrangements. As a result, changes in project mix between installation work and maintenance or upgrade services can affect our project margins in a given period. Our project mix by industry can also affect our overall margins, as project margins can vary by industry and over time.

Seasonality, Weather and Geographic Mix. Seasonal patterns, which can be affected by weather conditions, can have ~~continued~~a significant effect on project margins. Adverse or favorable weather conditions can affect project margins in a given period. For example, extended periods of rain or snowfall can negatively affect revenue and project margins due to reduced productivity from projects being delayed or temporarily halted. Conversely, when weather remains dry and temperatures are accommodating, more work can be done, sometimes with less cost, which can favorably affect project margins. In addition, the mix of business conducted in different geographic areas can affect project margins due to the particular characteristics of the physical locations where work is being performed, such as mountainous or rocky terrain versus open terrain. Site conditions, including unforeseen underground conditions, can also affect project margins. Presently, the vast majority of our telecommunications ~~service business, commenced training of veterans, negotiated with third parties about EV opportunities,~~work is performed in New Jersey and ~~commenced a small number of site planning projects~~Indiana.

Price and Performance Risk. Overall project margins may fluctuate due to project pricing, changes in the ~~EV space.~~cost of labor and materials, job productivity and work volume. Job productivity can be affected by quality of the work crew and equipment, the quality of specifications and designs, availability of skilled labor, environmental or regulatory factors, customer decisions or delays and crew productivity. Crew productivity can be influenced by weather conditions and job terrain, such as whether project work is in a right of way that is open or one that has physical obstructions or legal encumbrances.

~~Mikab~~Subcontracted Resources. Our use of subcontracted resources in a given period is dependent upon activity levels and the amount and location of existing in-house resources and capacity. Project margins on subcontracted work can vary from those on self-performed work. As a ~~service company engaged~~result, changes in the ~~business~~mix of ~~building~~subcontracted resources versus self-perform work can affect our overall project margins.

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Material and Labor Costs. In some cases, our customers are responsible for supplying materials on projects; however, under certain contracts, we may agree to provide all or part of the required materials. Project margins are typically lower on projects where we furnish a ~~national infrastructure involving~~significant amount of materials due to the ~~installation~~fact that margins on materials are generally lower than margins on labor costs. Therefore, increases in the percentage of ~~rural wireless telecommunication cables, upgrading wireless communications towers and going forward providing services to EV charging stations.~~work with significant materials requirements could decrease our overall project margins.

~~While~~General and Administrative Expense. General and administrative expenses consist principally of compensation and benefit expenses, travel expenses and related costs for our finance, benefits, insurance and risk management, legal, financial and other professional fees, facilities upkeep, information technology services and executive functions. General and administrative expenses also include outside professional and accounting fees, expenses associated with information technology used in administration of the business, ~~is profitable, we lack the capital~~acquisition costs, including those related to ~~support further growth~~acquisition integration, and, ~~need~~from time to ~~raise capital to grow our business. See the Risk Factor in Part 2, Item 1A of this Report.~~time, certain restructuring charges.

Interest Income or Expense. Interest expense consists of contractual interest expense on outstanding debt obligations, non-cash interest expense associated with the fair value of warrants treated as a debt discount and other interest expense, including interest expense related to financing arrangements. Interest expense is offset by interest earned on cash and other investments.

Other Income or Expense. Other income or expense consists primarily of gains or losses from sales, disposals of, or changes in estimated recoveries from assets and investments, certain legal/other settlements, gains or losses from changes to estimated earn-out accruals and certain purchase accounting adjustments.

Results of Operations

Results of Operations for the Three and Six Months ~~ended June 30,~~Ended March 31, 2023 Compared to the Three and Six Months Ended March 31, 2022 ~~and 2021, Respectively~~

Revenue

For the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company’s revenue was ~~$4,678,413~~$3,775,347 and ~~$1,229,733,~~$1,943,778, respectively. The increase in revenue between periods was primarily attributable to ~~commencement of work under a~~increasing workflow from existing clients and adding new ~~contract beginning in~~clients throughout the ~~first quarter of 2022 and an increase in work orders from major customers.~~year.

For the six months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company’s ~~Revenue~~revenue was ~~$6,622,191~~$7,554,054 and ~~$2,823,727,~~$3,713,263, respectively. The increase in revenue between these periods was primarily attributable to the same reasons referenced above for the corresponding ~~three month~~three-month periods.

Cost of ~~Revenue, Exclusive~~revenues, exclusive of ~~Depreciation~~depreciation

For the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company’s cost of revenue was ~~$3,012,570~~$2,333,061 and ~~$836,928,~~$1,446,364, respectively. The ~~Cost~~increase in cost of ~~Revenue as a percentage of sales increased~~revenue between these periods was primarily due to ~~the commencement of work under a~~startup costs associated with new ~~contract beginning in the first quarter 2022~~customers.

For the six months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company’s cost of revenue was ~~$4,458,934~~$4,752,956 and ~~$1,872,617, respectively.~~

~~Operating Expenses~~

~~For the three months ended June 30, 2022 and 2021, the Company had operating expenses of $1,036,653 and $274,710,~~$2,807,779, respectively. The increase in ~~operating expenses~~cost of revenue between ~~periods was primarily attributable to increased labor, equipment and other expenditures in our efforts to meet the increased demand for our services in the recent period relative to the prior period.~~

~~For the six months ended June 30, 2022 and 2021, the Company had operating expenses of $1,658,247 and $876,875, respectively. The increase in operating expenses between~~these periods was primarily attributable to the same reasons referenced above for the corresponding three-month periods.

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Operating Expenses

For the three ~~month~~months ended March 31, 2023 and 2022, the Company had operating expenses of $1,050,045 and $621,593, respectively. Operating expenses increased in correlation with our increase in revenue.

For the six months ended March 31, 2023 and 2022, the Company had operating expenses of S2,266,110 and $2,414,698, respectively, remaining relatively consistent between periods despite the increase in revenue in the 2023 period.

Operating Income

For the three months ended ~~June 30, 2022 and 2021,~~March 31, 2023, the Company had operating income of ~~$629,190 and $118,095, respectively.~~$392,241, relative to an operating loss of $124,179 for the three months ended March 31, 2022. The increase was primarily due to the increase in revenue, resulting in improved margins, partially offset by an increase in operating expenses and cost of revenue ~~year-over-year.~~period-over-period.

For the six months ended ~~June 30, 2022 and 2021,~~March 31, 2023, the Company had operating income of $534,988, relative to an operating loss of $1,509,214 for the six months ended March 31, 2022. The increase was ~~$505,010 and $74,235, respectively, with the increase~~primarily attributable to the same reason referenced above for the corresponding three-month periods, except operating expenses remained relatively consistent despite the increase in revenue between periods.

~~Net Income~~Interest Expense

For the three months ended ~~June 30,~~March 31, 2023 and 2022, the Company’s interest expense was $443,239 and ~~2021,~~$248,754, respectively. The increase in interest expense between periods was primarily due to the addition of new leases and interest paid on convertible notes throughout the three-month periods.

For the six months ended March 31, 2023 and 2022, the Company’s interest expense was $1,028,063 and $326,880, respectively. The increase in interest expense between periods was primarily due to the addition of new leases and interest paid on convertible notes throughout the six-month periods.

Recapitalization Expenses

For the six months ended March 31, 2022, the Company ~~had net income~~incurred non-recurring costs associated with the Acquisition of ~~$490,494 and $118,095, respectively The -increase in~~$239,721.

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Net Loss

For the three months ended ~~June 30, 2022 as compared~~March 31, 2023, the Company had a net loss of $50,998, relative to a net loss of $372,933 for the three months ended ~~June 30, 2021,~~March 31, 2022. The decreased in the net loss was primarily attributable to the increased revenue in the ~~2022~~2023 period coupled with a lower increase in expenditures in the same period.

For the six months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company had a net ~~income~~loss of ~~$356,314~~$493,075 and ~~$423,188, respectively~~$2,075,815, respectively. The decrease in the ~~six months ended June 30, 2022 as compared to the six months ended June 30, 2021~~net loss was primarily attributable to ~~normal business operations.~~the same reason referenced above for the corresponding three-month periods.

Understanding our Operating Results

Revenue from our customers is obtained from purchase orders submitted from time to time. Accordingly, the Company’s ability to predict orders in future periods or trends affecting orders in future periods is limited. The Company’s ability to predict revenue has ~~become~~in the past been and may in the future be further limited by potential disruption to its supply chains or changes in customer ordering patterns ~~due to uncontrollable events such as the COVID-19 pandemic~~ and geopolitical turmoil. The Company’s ability to recognize revenue in the future for its backlog of customer orders will depend on the Company’s ability to acquire, assemble and deliver products and services to the customers and fulfill its other contractual obligations in a timely manner. In recent periods we have faced challenges in meeting customer demand due to limitations in our operational and capital resources, as more particularly ~~described under~~in the disclosure included or referenced “Item 1A – Risk Factors.” Additionally, significant uncertainty exists surrounding our future revenue prospects given our dependence on a limited number of customers for the vast majority of our revenue.

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Liquidity and Capital Resources

Cash Flows used by Operating Activities:

For the six months ended ~~June 30, 2022,~~March 31, 2023, net cash used byin operating activities was ~~$1,707,973,~~$587,462, compared to net cash ~~provided by~~used in operating activities of ~~$619,555~~$1,773,346 for the six months ended ~~June 30, 2021.~~March 31, 2022. The ~~increase~~decrease in cash used in operating activities for the ~~2022~~2023 period as compared to the ~~2021~~2022 period was primarily attributable to anthe decrease in net loss for the same period.

Cash Flows from Investing Activities:

Our net cash used in investing activities was $105,819 and $0 for the six months ended March 31, 2023 and 2022, respectively. The increase in ~~net accounts receivable and an increase~~cash used in ~~other~~investing activities is due to the acquisition of fixed assets ~~offset by an increase in other current liabilities and accounts payable.~~during the six months ended March 31, 2023.

Cash Flows from Financing Activities:

For the six months ended ~~June 30, 2022,~~March 31, 2023, the net cash provided by financing activities was ~~$1,179,906~~$392,586 primarily consisting of proceeds from the ~~factoring~~issuance of ~~accounts receivable,~~related party loans and convertible notes, net of repayments of loans ~~and notes payable, and for~~payable. For the six months ended ~~June 30, 2021,~~March 31, 2022, net cash provided by financing activities was ~~$283,306~~$2,124,031 consisting primarily of proceeds from loans and notes payable, net of repayments of loans payable.

~~Cash Flows from Investing Activities~~

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~~We had no cash flows used in or provided by investing activities in the six months ended June 30, 2022 and 2021, respectively.~~

For the six months ended June 30, 2022, net income was $ 356,314. The Company has $511,857 cash on hand as of August 12, 2022. We do not have sufficient working capital conduct our operations for the 12 months following the filing of this Report. As a result, we are seeking to raise up to $7 million from the sale of convertible notes and warrants. See Note 2 to the Condensed Consolidated Financial Statements. We cannot assure you we will raise all of this sum or any amount.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.

Because Americrew does not expect that existing operational cash flow will be sufficient to fund presently anticipated ~~operations. The Company does not have sufficient working capital~~operations, this raises substantial doubt about Americrew’s ability to ~~meet its cash needs for the next 12 months. Accordingly, the Company~~continue as a going concern. Therefore, Americrew will need to raise additional funds and is currently exploring alternative sources of at least $5 million to support its ongoing operations. As previously disclosed, we are engaged in a private offering of secured convertible notes and warrants which is being conducted on a best-efforts basis. As of November 3, 2022, we have raised $245,000 in the offering, and the offering remains ongoing as of the date of this report.

financing. Historically, ~~the Company~~Americrew raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans from related parties. There can be no assurance that the Company will be successful in raising future capital.

~~Overall, there~~The Company had approximately $67,226 in cash on hand as of May 12, 2023. We will need to raise additional capital to fund our operations for the next twelve months. The $2,485,000 of 2021 Notes mature between October 4, 2023 and December 30, 2023.

Our liquidity is ~~no guarantee that cash flow~~primarily derived from financing transactions and revenue from our ~~existing~~contracts with customers, although management anticipates a larger proportion of our capital resources to be derived from financing transactions in future periods, particularly as we seek growth capital to fund our acquisition efforts in the next twelve months.

We are reliant upon completing one or more securities offerings in the future to continue our operations as planned and ~~any external capital that~~to meet our financial obligations. Because we ~~may be~~were only able to raise ~~will be sufficient~~$2,485,000 of the up to $15,000,000 sought in our recent private placement offerings which closed on December 31, 2021, we require additional capital to meet our financial obligation and working capital ~~needs.~~requirements for the next twelve months. We launched a second offering of $7,000,000 of convertible notes and warrants in August 2022, of which $838,000 was raised in 2022; this offering expired on March 31, 2023. We will therefore require additional capital in order to execute our business plan. A summary of the recent financings is provided below.

On January 28, 2022, Mikab entered into a non-recourse Factoring and Security Agreement (the “Factoring Agreement”) with Tower Cap LLC (the “Purchaser”) under which the Purchaser agreed to purchase selected Mikab accounts receivable (subject to a required reserve). The Purchaser retains the right to purchase such accounts as it deems appropriate. Under the Factoring Agreement, the amount advanced to Mikab varies by account debtor. The fees include interest ranging from 1.95% per month for accounts due in 30 days to 1.75% for accounts due in 90 days in addition to other fees which Mikab will be charged in the ordinary course of the relationship. The Purchaser also has a security interest (subject to that of the holders of the 2021 Notes) in all accounts receivable and other assets of Mikab.

Other than paying our debt obligations as they come due, the Company intends to utilize any available cash primarily for its continued operations and organic growth. However, in order to execute our business plan, we will need to raise additional capital. In the furtherance of these efforts, the Company raised $838,000 in 2022 by issuing secured convertible promissory notes and five-year Class A and Class B warrants exercisable into our common stock at an exercise price $1.9032 per share and $2.50 per share, respectively.

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We anticipate raising the additional funds to meet our financial obligations, working capital and growth capital requirements which will likely require us to issue debt securities which will be dilutive to our current stockholders and/or could impose restrictions on our future operating and financing activities. There can be no assurance that the Company will be successful in raising future capital. See “Risk Factors” for more information on the risks we face with respect to our operational and financing activities, outstanding securities, and need for additional capital to continue and grow our operations and meet our financial obligations as and when they come due.

Related Party Bridge Loans and Accompanying Notes and Warrants

During the period from May 27 through August 11, 2021, certain insiders (the “Related Party Lenders”) made a total of $651,649 of bridge loans to the Company. These loans are evidenced by promissory notes which bear interest at 12% to 15% per annum and were originally due upon the earlier of the closing of the Acquisition or September 1, 2021. The Company also issued Warrants in connection with the bridge loans. The Related Party Lenders agreed to defer payment until the closing of the first financing following the closing of the Acquisition, and subsequently agreed to modify the bridge notes, the effect of which was to extend the indebtedness’ due date into 2023. For more information about these related party notes and warrants, see "Note 11 – Loans Payable - Related Party."

Acquisition Strategy

As part of our growth strategy, we may acquire companies that expand, complement, or diversify our business. We regularly review opportunities and periodically engage in discussions regarding possible acquisitions. Our ability to sustain our growth and maintain our competitive position may be affected by our ability to identify, acquire, and successfully integrate companies. Additionally, our inability to raise sufficient proceeds from our private placement offerings in late 2021 and 2022 has hindered our ability to pursue acquisitions as planned and will likely delay our acquisition efforts in 2023 and beyond, particularly given our financial obligations under the related party bridge notes, convertible notes payable and Notes which extend into late 2023.

Impact of Certain Events

Beginning in 2020, the effects of the COVID-19 pandemic impacted certain aspects and geographies of the global economy due to supply chain, production and other logistical disruptions. While we operated as a provider of essential services during the pandemic, our operations and financial results were adversely impacted by governmental responses and supply chain and labor shortages which occurred during and in the wake of the COVID-19 pandemic. The long-term implications of the COVID-19 pandemic and related developments, if any, on our financial performance remain uncertain and variable in the current economic environment including rising interest and inflation rates and the bank failures thus far in 2023. Among other consequences, these developments could result in a recession in 2023 or later, which may have an adverse impact on our operations, be it directly and/or through third parties on which our operations and revenue depends.

Critical Accounting Policies

Revenue Recognition

Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied, and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identifies the contracts with a customer; (ii) identifies the performance obligations within the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when, or as, the Company satisfies each performance obligation.

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Customers are billed as work is completed and accepted. Extended contracts are billed in segments as completed. The amount of unbilled work in process at the end of a period is immaterial to the financial statements taken as a whole. If a contract has been completed and accepted but not billed at the end of the year, the contract price is accrued as sales in the period completed.

Convertible Notes

The Company accounts for its convertible notes at issuance by allocating the proceeds received among freestanding instruments according to ASC 470, based upon their relative fair values. The fair value of debt and common stock is determined based on the closing price of the common stock and the date of the transaction, and the fair value of warrants, if any, is determined using the Black-Scholes Merton option-pricing model. Convertible notes are subsequently carried at amortized cost. The fair value of warrants is recorded as additional paid-in capital, with a corresponding debt discount from the face amount of the convertible notes.

The discounts on the convertible notes, consisting of amounts ascribed to warrants are amortized to interest expense, using the effective interest method, over the terms of the related convertible notes.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET ~~RISK.~~RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on ~~his evaluation~~their evaluations as of the end of the period covered by this Quarterly Report on Form 10-Q, Mr. ~~Kelley Dunne,~~Brian Weis, who is presently serving as our President and Chief ~~Executive~~Operating Officer (Principal executive officer) and Mr. Ross DiMaggio, who is presently serving as our Chief Financial Officer (Principal financial officer), have concluded that our disclosure controls and procedures were not effective to ensure that the information relating to our company, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our ~~Chief Executive Officer,~~principal executive officer, to allow timely decisions regarding required disclosure as a result of material weaknesses in our internal control over financial reporting.

Changes in Internal Controls over Financial ~~Reporting~~Reporting.

There have 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, the Company’s internal control over financial reporting.

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PART ~~II.~~II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time-to-time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS

~~The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Annual Report on Form10-K filed on April 22,2022.~~None.

~~In recent months we have been unable to meet demand for our services due to operational limitations and a lack of working capital.~~

We have recently faced challenges in servicing certain customers’ work orders under existing master services agreements due to our limited equipment, workforce and working capital. Because of these limitations, demand for our infrastructure services has outpaced our ability to perform the services in a timely manner. As a result, we have not generated revenue to the extent or within the time periods we otherwise would have were we to have the necessary resources to perform the work more promptly. In addition to adversely impacting our results of operations, if this trend continues and we are unable to generate or raise sufficient capital or otherwise struggle to gain access to the equipment and personnel needed to perform under existing or new contracts, our customers may reduce or terminate their agreements or work orders, prospective new customers may elect not to procure us, and the relatively higher demand for our services that we are presently experiencing may subside before we can capitalize on it and leverage it to grow our operations and revenue-generating capabilities. Additionally, as the threat of a possible recession looms and grows due to Federal Reserve interest rate increases, slowing economic growth and other factors, our ability to capitalize on the current opportunities and our future prospects will also be diminished. Should we continue to struggle to provide the requested services due to our own operational and liquidity limitations and/or as a result of outside forces, it could materially harm our business and results of operations.

Our Chief Executive Officer pledged all of his shares in the Company to a creditor of another company that he controls. Therefore if the other company defaults on the loan, there is a risk that our Company may undergo a change in control which could result in a material adverse effect to our business.

P. Kelley Dunne, our Chief Executive Officer and a director, beneficially owns 4,825,800 shares representing 30.6% of the Company’s issued and outstanding common stock, without giving effect to any conversions or exercises of outstanding derivative securities. This includes 1,856,077 shares held by Novation Enterprises, LLC (“Novation”), an entity which Mr. Dunne controls. Novation has outstanding obligations estimated to be over $1 million payable to a third party under a Royalty Agreement which are past due, although the third party agreed to forbear the enforcement of its rights arising from the defaults until September 30, 2022, subject to certain conditions including the payment by Novation of $45,000. In addition, Mr. Dunne and Novation pledged their shares of the Company’s common stock to secure the payment of the obligations. If Novation is unable to repay its obligations and otherwise comply with the terms of the forbearance agreement or reach another accommodation with the third party by the termination date of the forbearance agreement, the third party could sue Novation and Mr. Dunne. If the third party is successful in asserting a claim against Mr. Dunne, it may become the owner of Mr. Dunne’s pledged shares in the Company as well as those held by Novation. Such a development would result in a change of control of the Company, which could materially adversely affect our ability to take certain corporate actions, or could otherwise result in adverse consequences to the Company and its stockholders.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

1932

Table of Contents

ITEM 6. EXHIBITS

The exhibits listed in the accompanying ~~“Exhibit Index”~~"Exhibit Index" are filed or incorporated by reference as part of this Form 10-Q.

~~Incorporated by~~

~~Reference~~

~~Filed or~~

~~Furnished~~

~~Herewith~~

Exhibit #

~~Exhibit~~ Description

~~Form~~

~~Date~~

~~Number~~

2.1

Agreement and Plan of Merger of PhoneBrasil International Inc. with and into Americrew, Inc.

~~DEF14C~~

~~10/14/21~~

~~Annex B~~

3.1

Certificate of Incorporation

~~DEF 14C~~

~~10/14/21~~

~~Annex C~~

3.2

Bylaws

~~DEF14C~~

~~10/14/21~~

~~Annex D~~

31.1

Certification of Principal Executive Officer (302)

~~Filed~~

31.2

Certification of Principal Financial Officer (302)

~~Filed~~

32.1

Certification of Principal Executive and Principal Financial Officer (906)

Furnished*

101.INS

Inline XBRL Instance Document.

~~Filed~~

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

~~Filed~~

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

~~Filed~~

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

~~Filed~~

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document..

~~Filed~~

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

~~Filed~~

104

Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit ~~101).~~

*	~~This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.~~

Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to our Corporate Secretary at Americrew, Inc., 21 Omaha Street, Dumont, NJ 07628.

2033

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICREW, INC.

~~November 2, 2022~~Date: May 16, 2023	By:	/s/ ~~P. Kelley Dunne~~Brian Weis
	~~P. Kelley Dunne~~	Brian Weis
	~~Chief Executive Officer~~	~~(Principal~~President and COO (Principal Executive Officer)

~~November 2, 2022~~	~~/s/ Ross DiMaggio~~
Date: May 16, 2023	By:	/s/ Ross DiMaggio
		Ross DiMaggio
		Chief Financial Officer
		(Principal Financial Officer)

2134

	June 30,			December 31,
	2022			2021
ASSETS
Current assets:
Cash	$	193,385		$	721,452
Accounts receivable - net of allowance for doubtful accounts		3,775,471			1,452,560

Prepaid and other current assets		752,114			241,865
Total current assets		4,720,970			2,415,877

Fixed assets:
Fixed asset – cost		1,460,174			1,460,174
Less accumulated depreciation		(1,372,207	)		(1,355,576	)
Fixed assets, net		87,967			104,598
Operating lease right of use		988,521			0
Total assets	$	5,797,458		$	2,520,475

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable and accrued liabilities		1,283,249		$	1,089,070
Factored accounts receivable liability		1,341,327			0
Loans Payable—insurance		616,336			138,051
Federal and State Taxes Payable		20,000			0
Operating lease liability		279,633			0
Loan payable - related party		170,780			170,780
Total current liabilities		3,711,325			1,397,901

Other liabilities:
Loan payable stockholder		451,859			464,078
Loan payable - other		0			90,717
Operating lease liability-non-current		708,838			0
Loan payable – related party		464,078			522,563
Convertible notes payable		2,411,732			2,411,732
Convertible note payable -accrued interest		74,534			14,706
Total liabilities		7,822,366			4,901,697
Commitments and contingencies

Stockholders’ (deficit) equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, and 0 shares outstanding		0			0
Common stock, $0.001 par value, 75,000,000 shares authorized, 15,764,424 shares issued and outstanding		15,764			15,764

Additional paid in capital		142,484			142,484
Accumulated deficit		(2,183,156	)		(2,539,470
Total Stockholders’ deficit		(2,024,908	)		(2,381,222	)

Total liabilities and stockholders’ deficit	$	5,797,458		$	2,520,475

	Quarter Ended		Quarter Ended		Six months Ended		Six months Ended		Quarter Ended						Six Months Ended
	June 30,		June 30,		June 30,		June 30,		March 31,			March 31,			March 31,			March 31,
	2022		2021		2022		2021		2023			2022 Restated			2023			2022
Revenue	$	4,678,413		1,229,733	$	6,622,191		2,823,727
Revenues									$	3,775,347		$	1,943,778		$	7,554,054		$	3,713,263

Cost of revenue, exclusive of depreciation		3,012,570		836,928		4,458,934		1,872,617
Cost of revenues, exclusive of depreciation										2,333,061			1,446,364			4,752,956			2,807,779

Operating expenses:
General and administrative expenses	$	1,028,338		266,394	$	1,641,616		860,244		1,033,596			613,278			2,240,500			2,398,067
Depreciation		8,315	8316			16,631		16,631		16,449			8,315			25,610			16,631
Total operating expenses	$	1,036,653		274,710	$	1,658,247		876,875		1,050,045			621,593			2,266,110			2,414,698

Operating income	$	629,190		118,095	$	505,010		74,235
Operating income (loss)										392,241			(124,179	)		534,988			(1,509,214	)

Interest expense	$	118,696		0	$	128,696		2,417		443,239			248,754			1,028,063			326,880
Gain on forgiveness of debt				0				351,370
Federal and State Tax Expense		20,000		0		20,000		0
Net Income	$	490,494		118,095	$	356,314		423,188
Recapitalization expenses										—			—			—			239,721
Net loss									$	(50,998	)	$	(372,933	)	$	(493,075	)	$	(2,075,815	)

Earnings per common share (Note 2):
Loss per common share (Note 4):
Basic	$	0.03	$	0.40	$	0.02	$	1.45	$	0.00		$	(0.02	)	$	(0.03	)	$	(0.24	)
Diluted	$	0.03	$ 0.40		$	0.02	$	1.45	$	0.00		$	(0.02	)	$	(0.03	)	$	(0.24	)
Weighted-average number of common shares outstanding

Weighted-average number of common shares outstanding:
Basic		15,764,424		290,340		15,764,424		290,340		15,777,757			15,764,424			15,771,017			8,792,584
Diluted		15,764,424		290,340		15,764,424		290,340		15,777,757			15,764,424			15,771,017			8,792,584

									Additional
	Common Stock				Preferred Stock				Paid In			Retained			Total
	Shares		Amount		Shares		Amount		Capital			Earnings			(Deficit)

Balance as of 12/31/2021		15,764,424	$	15,764		-	$	-	$	(139,966	)	$	(2,257,020	)	$	(2,381,222	)

Restatement Adjustment										282,450			(282,450	)
Balance as of 12/31/21, as restated		15,764,424	$	15,764						142,484			(2,539,470	)	$	(2,381,222	)
Net Income													(134,180	)
Balance as of 3/31/22		15,764,424		15,764						142,484			(2,673,650	)		(2,515,402	)
Net Income													490,494
Balance as of 6/30/22		15,764,424	$	15,764		-	$	-	$	142,484		$	(2,183,156	)	$	(2,024,908	)

Balance as of 12/31/20		290,340	$	290		3,094,000	$	3,094	$	88,336		$	902,743		$	994,463
Net Income													305,093

Balance as of 3/31/21		290,340	$	290		3,094,000	$	3,094	$	88,336		$	1,207,836		$	1,299,566
Net Income													118,095

Balance as of 6/30/21		290,340	$	290		3,094,000	$	3,094	$	88,336		$	1,325,931		$	1,417,651

	Common Stock				Preferred Stock				Additional Paid-in		Accumulated			Total
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of 9/30/2022		15,764,424	$	15,764		—	$	—	$	1,983,201	$	(3,813,306	)	$	(1,814,341	)
Issuance of equity warrants		—		—		—		—		616,059		—			616,059
Imputed interest - equity contribution		—		—		—		—		5,827		—			5,827
Net loss for the three months ended December 31, 2022		—		—		—		—		—		(442,077	)		(442,077	)
Balance as of 12/31/2022		15,764,424	$	15,764		—	$	—	$	2,605,087	$	(4,255,383	)	$	(1,634,532	)
Stock-based compensation		20,000		20		—		—		44,980		—			45,000
Imputed interest - equity contribution		—		—		—		—		5,791		—			5,791
Net loss for the three months ended March 31, 2023		—		—		—		—		��		(50,998	)		(50,998	)
Balance as of 3/31/2023		15,784,424	$	15,784		—	$	—	$	2,655,858	$	(4,306,381	)	$	(1,634,739	)

	Ended			Six months Ended
	June 30,			June 30,
	2022			2021
Cash flows from operating activities:
Net income from continuing operations	$	356,314		$	423,188

Adjustments to reconcile net operating income to net cash provided by / (used in) operating activities:
Depreciation		16,631			16,631
Amortization of employee incentive mortgages		0			6,578

(Increase)/decrease in Assets:
Accounts receivable		(2,322,911	)		(81,918	)

Other assets		(510,249	)		50,278
Increase in accrued interest		59,828
Increase in accounts payable		194,129			204,798
Increase in accrued expenses		20,000			0
Increase in other current liabilities		478,285			0
Net cash (used) provided by operating activities		(1,707,973)			619,555




Cash flows from financing activities

Proceeds from factoring of accounts receivable		1,341,327			0
(Repayments of) / Proceeds from loans and notes payable		(161,421	)		294,967
Premiums paid for stockholders’ life insurance					(11,661	)

Net cash provided by financing activities		1,179,906			283,306

Net increase/(decrease) in cash		(528,067	)		902,861
Cash at beginning of period		721,452			781,497
Cash at end of period	$	193,385			1,684,358

Supplemental disclosure of cash flow information:
Income taxes paid	$	0			1,500
Interest paid		13,046			2,417
Non Cash Investing and Financing Activities:
Increase in the right of use asset and lease liability	$	988,521			0

	1.	~~Change~~Changed the name of the ~~Company~~company to Americrew, Inc.

	2.	The total number of shares of stock of the Company was changed to 85,000,000 shares consisting of (i) 75,000,000 shares of common stock, par value $0.001, and (ii) 10,000,000 shares of preferred stock, par value $0.001.

	3.	The Company effected a reverse stock split wherein each 100 shares of common stock issued and outstanding or held by the Company in treasury stock immediately prior to the effective time were combined and converted into one share of common stock.

	June 30, 2022			December 31, 2021
Accounts Receivable – Total	$	3,814,771		$	1,491,860
Less: Allowance for Doubtful Accounts		(39,300	)		(39,300	)
Accounts Receivable – Net	$	3,775,471		$	1,452,560

	As Reported			Restatement Adjustment			As Restated
As of December 31, 2021
Loans Payable - Other		-			90,717			90,717
Additional Paid in Capital		(139,966	)		282,450			142,484
Retained Earnings		(2,257,020	)		(282,450	)		(2,539,470	)

As of June 30, 2022
Accounts payable and accrued expenses		1,283,199			50			1,283,249

For the Quarter ended June 30, 2021
Net Income		118,095			-			118,095
Weighted Average Shares Outstanding		15,764,424			(15,474,084	)		290,340
Earnings Per Share		0.01			0.39			0.40

For the six-months ended June 30, 2021
Net Income		423,188			-			423,188
Weighted Average Shares Outstanding		15,764,424			(15,474,084	)		290,340
Earnings Per Share		0.03			1.42			1.45

For the quarter ended June 30, 2022
Net Income		491,034			(540	)		490,494
Interest Expense		118,156			540			118,696

As of December 31,2021 – Opening Balance Sheet Adjustment
Additional Paid in Capital		(139,966	)		282,450			142,484
Retained Earnings		(2,257,020	)		(282,450	)		(2,539,470	)

Six months ended June 30, 2022
Net cash (used) provided by operations		1,707,973			3,415,946			(1,707,973	)

Fixed assets	June 30, 2022			December 31, 2021
Trucks and automobiles		785,332			785,332
Equipment		293,542			293,542
Leasehold improvements		381,300			381,300
		1,460,174			1,460,174
Less: accumulated depreciation and amortization		(1,372,207	)		(1,355,576	)
Fixed assets, net		87,967			104,598

2022	$	279,683
2023	$	141,480
2024	$	141,480
2025	$	141,480
Thereafter	$	284,398

	12/31/2021			6/30/2022
Total Deferred Tax Assets	$	167,000		$	133,000
Less: Valuation Allowance		(167,000	)		(133,000	)
Net Deferred Tax Assets	$	-		$	-