United States securities and exchange commission logo
September 9, 2022
Ross DiMaggio
Chief Financial Officer
AmeriCrew Inc.
21 Omaha Street
Dumont, NJ 07628
Re: AmeriCrew Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed April 15,
2022
Form 10-Q for the
Quarterly Period Ended June 30, 2022
Filed August 22,
2022
File No. 000-56176
Dear Mr. DiMaggio:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Evaluation of Disclosure Controls and Procedures, page 54
1. Please amend your
filing to include management s conclusion regarding the effectiveness
of disclosure controls
and procedures as of December 31, 2021, as required by Item 307 of
Regulation S-K.
Index to Consolidated Financial Statements
Consolidated Balance Sheets, page F-3
2. Please revise the
Common stock line item caption to disclose 290,340 shares
outstanding at December
31, 2020, consistent with your stockholders equity presentation
on page F-5. Also
consistent with page F-5, please change here the Total Stockholders
Ross DiMaggio
FirstName
AmeriCrewLastNameRoss DiMaggio
Inc.
Comapany 9,
September NameAmeriCrew
2022 Inc.
September
Page 2 9, 2022 Page 2
FirstName LastName
(deficit) equity balance at December 31, 2021 from ($2,520,475) to
($2,381,222).
Consolidated Statements of Operations, page F-4
3. We note that cost of revenue excludes all depreciation, resulting in
your presentation of
income in the form of gross profit before depreciation expense.
Please revise to remove
gross profit and relabel cost of revenue to cost of
revenue, exclusive of depreciation
shown separately below, as required by SAB Topic 11.B. Likewise,
please revise your
disclosures on page 49 of MD&A to remove all discussion of gross
profit margin
measures and related trends. Similarly, this comment applies to your
March 31, 2022 and
June 30, 2022 Form 10-Qs.
4. Please insert the operating (loss) income subtotal amounts
consistent with Rule 4-03(a)
of Regulation S-X.
5. We note your disclosure on page F-18 that all preferred stock
converted into common
stock on December 21, 2021, or 15,474,084 more common shares added to
the existing
290,340 common shares outstanding for all of fiscal 2021. Given these
facts and the
guidance in ASC 805-40-45-4, please tell us how you calculated
1,943,735 weighted-
average common shares outstanding in computing loss per share for
fiscal 2021. This
comment also applies to all comparative 2021 interim periods included
in the unaudited
condensed consolidated statements of operations of your March 31, 2022
and June 30,
2022 Form 10-Qs. In all instances, you reported 15,764,424
weighted-average common
shares outstanding for each 2021 interim period.
Consolidated Statements of Stockholders' Equity (Deficit), page F-5
6. Since it appears the 2021 recapitalization did not generate any equity
cash proceeds,
please explain your allocation of $282,450 of recapitalization
expenses to equity as a
charge against additional paid-in capital, and cite the relevant
accounting guidance.
Consolidated Statements of Cash Flows, page F-6
7. Please revise your statement of cash flows for the year ended December
31, 2020 to
reconcile from net income of $418,917 as presented on page F-4 to net
cash provided
from operating activities of $644,213. Similarly, this comment applies
to the unaudited
cash flow statement for the six months ended June 30, 2021 on page 6
of your June 30,
2022 Form 10-Q. We refer you to ASC 230-10-45-2.
Form 10-Q for the Quarterly Period Ended June 30, 2022
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited), page 5
8. We note that unaudited condensed consolidated statements of
stockholders' deficit were
not provided for all periods presented on the income statement on page
4, as required in
Rule 8-02 of Regulation S-X and/or guidance for interim financial
statements outlined in
Rule 8-03(a)(5) of Regulation S-X. The same observation applies to
page 5 of your
Ross DiMaggio
AmeriCrew Inc.
September 9, 2022
Page 3
March 31, 2022 Form 10-Q. Please amend both 10-Q filings accordingly.
Condensed Consolidated Statements of Cash Flows (Unaudited), page 6
9. We note that the net operating cash flow total for the current interim
period should be
negative $1,707,973. Please revise and on page 18 also revise the
related discussion of
period-over-period change in cash flows used by operating activities.
Exhibits
10. We could not locate Exhibits 31.1, 31.2, and 32.1 required by Item 601
of Regulation S-
K. Please amend your filing to include them.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Frank Knapp, Staff Accountant at (202) 551-3805 or
Shannon
Menjivar, Accounting Branch Chief at (202) 551-3856 with any questions.
FirstName LastNameRoss DiMaggio Sincerely,
Comapany NameAmeriCrew Inc.
Division of
Corporation Finance
September 9, 2022 Page 3 Office of Real
Estate & Construction
FirstName LastName