UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

~~For~~☒ QUARTERLY ~~the~~REPORT ~~quarterly~~PURSUANT ~~period~~TO ~~ended:~~SECTION 13 ~~June~~OR ~~30,~~15(d) OF ~~2022~~THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: December 31, 2022

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

For the transition period from:

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

AMERICREW, INC.

(Exact name of registrant as specified in its charter)

Delaware		86-2551989
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

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

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: (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~~ 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”,” “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~~March 1231, ~~2022~~2023, the issuer had [15,~~764~~784,424] shares of its common stock, $0.001 par value per share, outstanding.

AMERICREW, INC.

TABLE OF CONTENTS

		Page
PART I	Financial information
PART I - FINANCIAL INFORMATION
Item 1	Financial statements (unaudited)
ITEM 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2022 and December 31, 2021	3
	Condensed Consolidated Balance Sheets as of December 31, 2022 (Unaudited) and September 30, 2022	3
	Condensed Consolidated Statements of Operations (Unaudited) for the sixmonths ended June 30, 2022 and 2021	4
	Condensed Consolidated Statements of Operations (Unaudited) for the three months ended December 31, 2022 and 2021	4
	Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited) for the six months ended June 30, 2022 and 2021	5
	Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) for the three months ended December 31, 2022 and 2021	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2022 and 2021	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended December 31, 2022 and 2021	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2	Management’s discussion and analysis of financial condition and results of operations	16
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3	Quantitative and qualitative disclosures about market risk	18
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4	Controls and procedures	18
ITEM 4.	Controls and Procedures	28
PART II	Other Information	19
PART II - OTHER INFORMATION
Item 1	Legal proceedings	19
ITEM 1.	Legal Proceedings	29
Item 2	Unregistered sales of equity securities and use of proceeds	19
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3	Defaults upon senior securities	19
ITEM 3.	Defaults Upon Senior Securities	30
Item 4	Mine safety disclosures	19
ITEM 4.	Mine Safety Disclosures	30
Item 5	Other information	19
ITEM 5.	Other Information	30
Item 6	Exhibits	20
ITEM 6.	Exhibits	31
Signatures		21
SIGNATURES		32

Table of Contents

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

~~CONDENSED~~ITEM ~~CONSOLIDATED BALANCE~~1. ~~SHEETS~~Financial ~~(UNAUDITED)~~Statements.

	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		1,283,199		$	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
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		(139,966	)		(139,966	)
Accumulated deficit		(1,900,706	)		(2,257,020
Total Stockholders’ deficit		(2,024,908	)		(2,381,222	)
Total liabilities and stockholders’ deficit	$	5,797,458		$	2,520,475

AMERICREW, INC.

~~The~~CONDENSED ~~accompanying~~CONSOLIDATED ~~notes~~BALANCE ~~are an integral part of these Condensed Consolidated financial statements.~~SHEETS

3 Table of Contents

	December 31, 2022			September 30, 2022
ASSETS	(Unaudited)
Current assets:
Cash	$	350,351		$	380,845
Accounts receivable - net of allowance for doubtful accounts		2,004,525			1,815,003
Prepaid and other current assets		415,173			659,726
Total current assets		2,770,049			2,855,574

Other assets:
Fixed assets, net		256,746			160,088
Operating leases right of use assets		628,490			694,734
Finance leases right of use assets		459,833			259,253
Total other assets		1,345,069			1,114,075
Total assets	$	4,115,118		$	3,969,649

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	1,357,444		$	1,721,985
Loans payable - insurance		201,011			380,799
Loans payable - equipment, related party - current		28,700			24,600
Notes payable - related party, net of debt discount of $275,778 at December 31, 2022		298,944			—
Convertible notes payable, net of debt discount of $1,150,101 at December 31, 2022 and $1,030,041 at September 30, 2022		2,172,899			1,699,959
Convertible note payable - accrued interest		83,658			143,555
Operating lease liability		148,407			140,516
Finance lease liability		156,669			44,219
Total current liabilities		4,447,732			4,155,633

Other liabilities:
Notes payable - related party, net of debt discount of $192,000 at September 30, 2022		—			370,429
Operating lease liability - non-current		516,225			560,068
Finance lease liability - non-current		303,165			209,182
Loans payable - stockholder		464,078			464,078
Loans payable - equipment, related party		18,450			24,600
Total other liabilities		1,301,918			1,628,357
Total liabilities		5,749,650			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 December 31, 2022 and September 30, 2022		—			—
Common stock, $0.001 par value, 75,000,000 shares authorized, 15,764,424 shares issued and outstanding as of December 31, 2022 and September 30, 2022		15,764			15,764
Additional paid-in capital		2,605,087			1,983,201
Accumulated deficit		(4,255,383	)		(3,813,306	)
Total stockholders' deficit		(1,634,532	)		(1,814,341	)
Total liabilities and stockholders' deficit	$	4,115,118		$	3,969,649

~~AMERICREW,~~The ~~INC~~accompanying notes are an integral part of these condensed consolidated financial statements.

~~CONDENSED~~3 ~~CONSOLIDATED~~Table ~~STATEMENTS~~of ~~OF OPERATIONS (UNAUDITED)~~Contents

	Quarter Ended		Quarter Ended		Six months Ended		Six months Ended
	June 30,		June 30,		June 30,		June 30,
	2022		2021		2022		2021
Revenue	$	4,678,413		1,229,733	$	6,622,191		2,823,727
Cost of revenue		3,012,570		836928		4,458,934		1,872,617
Gross Profit	$	1,665,843		392,805	$	2,163,257		951,110
Operating expenses:
General and administrative expenses	$	1,028,338		266394	$	1,641,616		860,244
Depreciation and amortization		8,315	8316			16,631		16,631
Total operating expenses	$	1,036,653		274,710	$	1,658,247		876,875
Operating income	$	629,190		118,095	$	505,010		74,235
Interest expense	$	118,156		0	$	128,696		2,417
Gain on forgiveness of debt				0				351,370
Provision for income taxes		20,000		0		20,000		0
Net Income	$	491,034		118,095	$	356,314		423,188
Earnings per common share (Note 2):
Basic	$	0.03	$	0.01	$	0.02	$	0.03
Diluted	$	0.03	$ 0.01		$	0.02	$	0.03
Weighted-average number of common shares outstanding
Basic		15,764,424		15,764,424		15,764,424		15,764,424
Diluted		15,764,424		15,764,424		15,764,424		15,764,424

AMERICREW, INC.

~~The~~CONDENSED ~~accompanying~~CONSOLIDATED ~~notes~~STATEMENTS ~~are~~OF anOPERATIONS ~~integral part of these Condensed Consolidated financial statements.~~(UNAUDITED)

4 Table of Contents

	Quarter Ended			Quarter Ended
	December 31,			December 31,
	2022			2021
	(Unaudited)			(Unaudited)
Revenues	$	3,778,706		$	1,769,485
Cost of revenues, exclusive of depreciation		2,420,127			1,361,415
Gross profit		1,358,579			408,070

Operating expenses:
General and administrative expenses		1,206,673			1,784,789
Depreciation		9,161			8,316
Total operating expenses		1,215,834			1,793,105

Operating income (loss)		142,745			(1,385,035	)

Interest expense		584,822			78,126
Recapitalization expenses		—			239,721
Net loss	$	(442,077	)	$	(1,702,882	)

Loss per common share (Note 4):
Basic	$	(0.03	)	$	(0.86	)
Diluted	$	(0.03	)	$	(0.86	)

Weighted-average number of common shares outstanding:
Basic		15,764,424			1,972,306
Diluted		15,764,424			1,972,306

~~AMERICREW,~~The ~~INC~~accompanying notes are an integral part of these condensed consolidated financial statements.

~~CONDENSED~~4 ~~CONSOLIDATED~~Table ~~STATEMENTS~~of ~~OF STOCKHOLDERS’ DEFICIT (UNAUDITED)~~ Contents

									Additional Paid
	Common Stock				Preferred Stock				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	)
Net Income													356,314
Balance as of 6/30/2		15,764,424	$	15,764		-	$	-	$	(139,966	)	$	(1,900,706	)	$	(2,024,908	)

AMERICREW, INC.

~~The~~CONDENSED ~~accompanying~~CONSOLIDATED ~~notes~~STATEMENTS ~~are~~OF anSTOCKHOLDERS' ~~integral~~DEFICIT ~~part of these Condensed Consolidated financial statements~~(UNAUDITED)

5 Table of Contents

	Common Stock				Preferred Stock				Additional Paid-in		Accumulated			Total Equity
	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	)

AMERICREW, INC.

	Common Stock				Preferred Stock						Additional Paid-in			Accumulated			Total Equity
	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	)

~~CONDENSED~~The ~~CONSOLIDATED~~accompanying ~~STATEMENTS~~notes OFare ~~CASH~~an ~~FLOWS~~integral ~~(UNAUDITED)~~part of these condensed consolidated financial statements.

	Ended			Six months Ended
	June 30,			June 30,
	2022			2021
Cash flows from operating activities:
Net income from continuing operations	$	356,314		$	71,818
Adjustments to reconcile net operating income to net cash provided by / (used in) operating activities:
Depreciation and amortization		16,631			16,631
Amortization of employee incentive mortgages		0			6,578
Gain on forgiveness of debt		0			351,370
(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

Table of Contents

~~The~~AMERICREW, ~~accompanying notes are an integral part of these Condensed Consolidated financial statements~~INC.

6CONDENSED ~~Table~~CONSOLIDATED ofSTATEMENTS ~~Contents~~OF CASH FLOWS (UNAUDITED)

AMERICREW, INC.

	Quarter Ended			Quarter Ended
	December 31,			December 31,
	2022			2021
Cash flows from operating activities:
Net loss	$	(442,077	)	$	(1,702,882	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		9,161			8,316
Amortization of operating right of use assets		66,244			—
Amortization of finance right of use assets		39,623			—
Non cash interest associated with amortization of debt discounts		192,000			77,262
Non cash interest expense		(59,897	)		—
Changes in operating assets and liabilities:
Accounts receivable		(189,522	)		(670,775	)
Other assets		244,553			192,581
Accounts payable & accrued liabilities		(364,541	)		(190,156	)
Other current liabilities		—			638,210
Operating lease liabilities		(35,952	)		—
Financing lease liabilities		(33,770	)		—
Net cash used in operating activities		(574,178	)		(1,647,444	)

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		(181,838	)		(155,253	)
Proceeds from related party loan		293,898			2,485,000
Proceeds from convertible notes		537,443			7,559
Premiums paid for stockholders’ life insurance		—			(23,435	)
Net cash provided by financing activities		649,503			2,313,871

Net increase / (decrease) in cash		(30,494	)		666,427
Cash at beginning of period		380,845			55,025
Cash at end of period	$	350,351		$	721,452

Supplemental disclosures:
Interest paid		131,133			—
Right of use assets obtained in exchange for new finance lease liabilities		240,203			—

~~NOTES~~The TOaccompanying ~~UNAUDUTED~~notes ~~CONDENSED~~are ~~CONSOLIDATED~~an ~~FINANCIAL~~integral ~~STATEMENTS~~part of these consolidated financial statements.

~~NOTE~~6 1Table –of ~~ORGANIZATION AND DESCRIPTION OF BUSINESS~~Contents

~~Americrew~~AMERICREW, ~~Inc~~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 Company changed its name to Utz Engineering, Inc. In March 2002, the Company changed its name to Utz Technologies, Inc. The Company 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.

OnNOTES ~~April~~TO ~~20,~~CONDENSED ~~2007,~~CONSOLIDATED ~~with~~FINANCIAL a new management team in place, the Board of Directors, in furtherance of its plan designed to grow the Company substantially, and materially change the business direction of the Company, took the following action:STATEMENTS

NOTE 1. ~~Elected~~– toChange ~~divest the Company of its then-current business activities by selling,~~ in ~~consideration~~Fiscal ofYear ~~the assumption of all indebtedness and relief of obligations under executory contracts, all of its business assets;~~

2.We ~~Agreed~~changed toour ~~acquire~~fiscal ~~all~~year-end ~~the~~from ~~capital~~December ~~shares~~31 ofto ~~PhoneBrasil~~September ~~Telephonia~~30, ~~Voipdigital~~effective September 30, ~~Inc~~2022., inOur ~~exchange~~results ~~for~~of 6operations,~~000~~ cash flows,~~000~~ ~~shares~~and ofall transactions impacting shareholders equity presented in this Form 10-Q are for the ~~Company’s~~three ~~capital~~months ~~stock:~~ended December 31, 2022 and 2021, unless otherwise noted.

3.NOTE ~~Agreed,~~2 ~~subject~~– ~~to Shareholder approval~~Business, toBasis ~~change~~of ~~the~~Presentation ~~Company’s~~and ~~name~~Significant toAccounting ~~PhoneBrasil International Inc.~~Policies

OnBusiness 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 30~~Americrew, ~~2020,~~Inc. (the “Company”, ~~filed~~or a“PhoneBrasil”) ~~Restated~~was ~~Certificate~~organized ofin ~~Incorporation~~New ~~which~~Jersey ~~increased~~as ~~the~~Donald ~~authorized~~Utz ~~shares~~Engineering, toInc. ~~300,000,000~~in ~~shares~~1991. ofThe ~~common~~Company ~~stock~~later ~~and~~changed ~~10,000,000~~its ~~shares~~name ofto ~~preferred~~PhoneBrasil ~~stock~~International, ~~each~~Inc. ~~with~~and afurther ~~par~~filed ~~value~~a Registration of ~~$0.000001~~Alternate ~~per~~Name ~~share.~~in ~~The~~the ~~preferred~~State ~~shares~~of ~~are~~New ~~convertible~~Jersey tofor ~~common~~the ~~shares~~use atof athe ~~ratio~~name ofPhoneBrasil 30International, toInc. 1(“we” or the “Company”).

The ~~increase~~Company insubsequently ~~the~~became ~~shares~~inactive ~~the~~and ~~Company~~ceased isoperations. ~~authorized~~On toFebruary ~~issue~~14, ~~was~~2020, ~~made~~the ~~because~~Superior ~~Management~~Court ~~believed~~of ~~that~~New itJersey ~~would~~Equity ~~better~~Division ~~position~~appointed Custodian Ventures, LLC as the ~~Company~~custodian infor ~~its~~PhoneBrasil ~~efforts~~International, toInc., ~~make~~f/k/a ~~acquisitions~~Utz ofTechnologies, ~~viable~~Inc., ~~business~~Civil ~~entities~~Action onNo. aC-2-20, ~~stock~~finding ~~for~~that ~~stock~~Custodian ~~basis.~~Ventures, ~~The~~LLC ~~Board~~had exhausted all reasonable means of ~~Directors~~serving ~~further~~the ~~believed~~Summons itand ~~would~~Complaint ~~benefit~~in the ~~shareholders~~action to ~~have~~the aofficers ~~substantial~~and ~~number~~directors of ~~unreserved~~PhoneBrasil ~~shares~~International, ~~available~~Inc., ~~for~~f/k/a ~~issuance~~Utz soTechnologies, ~~that~~Inc., ~~adequate~~and ~~shares~~thereby ~~may~~deemed beto ~~available~~have ~~for~~served the ~~possible~~Summons ~~business~~and ~~combination~~Complaint pursuant to Rule 4:4-4(b)(3) and the officers and directors failed to answer or ~~acquisition~~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 ~~October~~September 530, 2020, the Company ~~issued~~filed 10a Restated Certificate of Incorporation which increased the authorized shares to 300,000,000 shares of ~~Series~~common Astock ~~Preferred~~and ~~Stock~~10,000,000 toshares ~~Custodian~~of ~~Ventures,~~preferred ~~LLC~~stock ineach ~~return~~with ~~for~~ a ~~reduction~~par value of $~~10,000~~0.000001 ofper ~~related~~share. ~~party~~The ~~debt~~preferred ~~that~~shares ~~had~~are ~~been~~convertible ~~extended~~ to ~~the~~common ~~Company~~shares at a ratio of 30 to 1.

7The ~~Table~~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 ~~Contents~~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.

~~Effective~~On ~~December~~October 95, 2020, ~~DR Shell LLC, a Delaware limited liability company (~~the ~~“Buyer”)~~Company ~~purchased~~issued ~~from Custodian Ventures LLC~~10, ~~18,~~000,000 shares of ~~the~~Series ~~common~~A ~~stock~~Preferred ~~of the Company, representing approximately 62% of the outstanding Common~~ Stock ofto ~~the~~Custodian ~~Company~~Ventures, ~~and~~LLC ~~(ii)~~in ~~10,000,000~~return ~~shares of Convertible Preferred Stock of the Company,~~ for a ~~total~~reduction ~~purchase price~~ of $~~245~~10,000 inof ~~cash.~~related ~~The~~party ~~funds~~debt ~~were~~that ~~provided~~had bybeen ~~the~~extended ~~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.~~

AsEffective December 9, 2020, DR Shell LLC, a ~~result~~Delaware limited liability company (the “Buyer”) purchased from Custodian Ventures LLC (the "Seller"), 18,000,000 shares of the ~~transaction~~common stock of the Company, ~~Mr.~~representing ~~Ross~~approximately ~~DiMaggio~~62% of the outstanding Common Stock of the Company, and (ii) 10,000,000 shares of Series A Convertible Preferred Stock of the ~~manager~~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 ~~control~~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.

~~Under~~As ~~the~~a ~~terms~~result of the ~~SPA~~transaction, ~~effective December 9, 2020,~~ Mr. ~~Lazar~~Ross ~~resigned~~DiMaggio, as the ~~Chief~~manager ~~Executive Officer, Treasurer, and Secretary~~ of the ~~Company~~Buyer, ~~and~~acquired ~~Mr.~~control ~~DiMaggio was appointed as the sole director, Chief Executive Officer, Treasurer, and Secretary~~ of the Company.

OnUnder ~~August~~the 12terms of the SPA, ~~2021~~effective December 9, ~~The~~2020, ~~Company~~Mr. ~~executed~~Lazar aresigned ~~Share~~as ~~Exchange~~the ~~Agreement~~Chief ~~with~~Executive ~~MIKAB~~Officer, ~~Corporation~~Treasurer, ~~(MIKAB). The~~and Secretary of the Company, ~~exchanged~~and 94Mr.2% ofDiMaggio was appointed as the ~~outstanding~~sole ~~PhoneBrasil~~director, ~~Common~~Chief ~~Stock~~Executive ~~for~~Officer, ~~the~~Treasurer, ~~capital~~and ~~stock~~Secretary of ~~MIKAB~~the Company.

~~MIKAB~~7 ~~provides~~Table ~~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.Contents

On ~~September~~August 1312, 2021, the Company ~~increased~~executed a Share Exchange Agreement with Mikab Corporation ("Mikab"). The Company exchanged 94.2% of the ~~authorized~~outstanding ~~common~~PhoneBrasil Common Stock for the capital stock toof ~~1,650,000,000~~Mikab.

On ~~November~~September 1613, 2021, the Company ~~filed~~increased ~~a Second Certificate of Amendment to~~ the ~~Company’s~~authorized ~~Amended~~common ~~and~~stock ~~Restated Certificate of Incorporation (the “Amendment”) with the New Jersey Secretary of State pursuant~~ to ~~the~~1,650,000,000 ~~New Jersey Business Corporation Act (the “NJBCA”)~~shares. ~~The Amendment made the following changes:~~

1.On ~~Change~~November ~~the~~16, ~~name~~2021, of the Company tofiled ~~Americrew,~~a ~~Inc.~~Second 2.Certificate ~~The total number~~ of ~~shares~~Amendment ofto ~~stock of~~ the Company’s ~~was~~Amended ~~changed~~and toRestated ~~85,000,000~~Certificate ~~shares consisting~~ of ~~(i)~~Incorporation ~~75,000,000 shares of common stock, par value $0.001, and~~ (iithe “Amendment”) ~~10,000,000~~with ~~shares~~the ofNew ~~preferred~~Jersey ~~stock,~~Secretary ~~par value $0.001. 3. The Company effected a reverse stock split wherein each 100 shares~~ of ~~common~~State ~~stock~~pursuant ~~issued~~to ~~and outstanding or held by~~ the ~~Company~~New inJersey ~~treasury~~Business ~~stock~~Corporation ~~immediately~~Act ~~prior to~~ (the ~~effective~~“NJBCA”). ~~time~~The ~~were~~Amendment ~~combined~~made ~~and~~the ~~converted~~following ~~into one share of common stock.~~changes:

~~Following~~1. Changed the ~~MIKAB~~name ~~acquisition~~of the company to Americrew, inInc. ~~2021~~2. The total number of shares of stock of the Company was changed ~~its~~to ~~domicile~~85,000,000 ~~from~~shares ~~New~~consisting ~~Jersey~~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 ~~Delaware~~the effective time were combined and converted into one share of common stock.

~~Under~~Following ~~guidance~~the ofMikab ~~ASU~~acquisition ~~805-10-55-11 through 15 MIKAB has been identified as~~ (the ~~acquirer~~"Acquisition"), ~~for~~in ~~accounting~~2021 ~~purposes. Accordingly,~~ the ~~historical~~Company ~~financial~~changed ~~statements~~its ~~are~~domicile ~~those~~from ofNew ~~MIKAB~~Jersey ~~for~~to ~~all periods presented~~Delaware.

~~NOTE~~Under 2guidance –of ~~SUMMARY~~Accounting OFStandards ~~SIGNIFICANT~~Codification ~~ACCOUNTING~~("ASC") ~~POLICIES~~805-10-55-11 through 15, Mikab has been identified as the acquirer for accounting purposes.

~~Basis~~AmeriCrew and Mikab (together, the "Company") are each service companies engaged in the business of ~~Presentation~~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/or upgrade services with respect to electronic vehicle (EV) charging stations.

The ~~accompanying~~Company ~~Condensed~~provides ~~Consolidated~~specialty ~~financial~~infrastructure ~~statements~~contracting ~~have~~services ~~been~~to ~~prepared~~market participants in ~~accordance with~~ the ~~Financial~~telecommunications ~~Accounting~~and ~~Standards~~clean ~~Board~~energy ~~(“FASB”)~~industries ~~“FASB~~throughout ~~Accounting Standard Codification™” (~~the ~~“Codification”)~~United ~~which~~States. isA ~~the~~proportion ~~source~~ of ~~authoritative accounting principles recognized by~~ the ~~FASB~~Company’s toworkforce beis ~~applied~~staffed bythrough ~~nongovernmental~~a ~~entities~~unique in-house ~~the~~program ~~preparation~~through ofwhich ~~financial~~the ~~statements~~Company inhires ~~conformity~~and ~~with~~trains ~~generally~~military ~~accepted~~veterans ~~accounting~~to ~~principles~~provide ~~(“GAAP”)~~construction inand ~~the~~maintenance ~~United~~services ~~States~~to customers.

~~Management~~The Company’s ~~Representation~~operations ofare ~~Interim~~predominantly ~~Condensed~~focused ~~Consolidated~~on ~~Financial~~its ~~Statements~~telecommunications infrastructure services business and clean energy industries in the geographic area of New Jersey and Indiana.

The ~~accompanying unaudited Condensed Consolidated Condensed Consolidated financial statements have been prepared by the~~ Company’s ~~without~~chief ~~audit~~operating ~~pursuant~~decision tomaker ~~the~~has 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~~identified ~~Consolidated or omitted~~ as ~~allowed by such rules and regulations, and management believes that~~ the ~~disclosures~~Chief ~~are~~Operating ~~adequate to make the information presented not misleading. These Condensed Consolidated Condensed Consolidated financial statements include all of the adjustments~~Officer, ~~which~~who inreviews ~~the~~consolidated ~~opinion of management are necessary to a fair presentation of financial position and~~ results ofwhen ~~operations.~~making ~~All~~decisions ~~such~~about ~~adjustments~~allocating ~~are~~resources ~~of a normal~~ and ~~recurring~~assessing ~~nature.~~the ~~Interim~~performance ~~results are not necessarily indicative~~ of ~~results~~the ~~for a full year~~Company. ~~These~~The ~~Condensed~~Chief ~~Consolidated~~Operating ~~Condensed~~Officer ~~Consolidated financial~~determined ~~statements should be read in conjunction with~~ the ~~audited~~Company ~~Condensed~~operates ~~Consolidated~~under ~~financial~~one ~~statements~~reportable ~~and~~segment ~~notes~~with ~~thereto~~four asbusiness ofunits: ~~and for the year ended December 31~~Wireless, ~~2021,~~Fiber asClean ~~presented~~Energy inand ~~the~~Workforce ~~Company’s Annual Report on Form 10-K filed on April 22, 2022 with the SEC~~Development.

8Basis ~~Table~~ of ~~Contents~~Presentation

~~Principles~~The accompanying 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 ~~Consolidation~~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.

~~The~~8 ~~Condensed~~Table ~~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 of the revenues for the Company. All intercompany transactions are eliminated in consolidation.~~Contents

~~Going~~From ~~Concern~~an accounting perspective, the condensed consolidated financial statements of the combined entity represent a continuation of the 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 acquisition method. Results of operations of the acquired entity (the legal acquirer) are included in the financial statements of the combined company only from the acquisition date.

~~The~~Going 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.Concern

~~Because~~The ~~the~~accompanying ~~Company~~financial ~~does~~statements ~~not~~have ~~expect~~been ~~that~~prepared ~~existing~~assuming ~~operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about~~ the Company’s ~~ability~~will to continue as a going concern., ~~The~~which ~~Company~~contemplates ~~does~~the ~~not~~realization ~~have~~of ~~sufficient~~assets ~~working~~and ~~capital to meet its cash needs for~~ the ~~next~~satisfaction 12of ~~months.~~liabilities ~~Therefore,~~in the ~~Company~~normal ~~will~~course ~~need to raise additional funds and is currently exploring alternative sources~~ of ~~financing.~~business ~~Historically,~~for the ~~Company~~twelve ~~raised~~months ~~capital~~following ~~through private placements, to finance working capital needs and may attempt to raise capital through~~ the ~~sale~~date of ~~common~~these ~~stock~~financial ~~or other securities and obtaining short-term loans from related parties~~statements.

~~The~~Because the Company ~~has~~does ~~$511,857~~not inexpect ~~cash~~that onexisting ~~hand~~operational ascash offlow ~~August~~will ~~12,~~be ~~2022.~~sufficient Weto ~~owe~~fund ~~$256~~presently anticipated operations,~~000~~ tothis ~~our~~raises ~~former~~substantial ~~principal~~doubt ~~stockholder~~about ~~which~~the ~~was~~Company’s ~~due~~ability ~~December~~to ~~30,~~continue ~~2021;~~as wea ~~also~~going ~~owe~~concern. ~~$351~~Therefore,~~649~~ ofthe ~~bridge~~Company ~~notes~~will ~~due~~need onto ~~July~~raise ~~31,~~additional ~~2022,~~funds and ~~the~~is ~~balance~~currently ofexploring ~~$300,000~~alternative ~~due~~sources onof ~~December 31, 2022~~financing. WeHistorically, ~~also~~the ~~owe~~Company ~~$2,485,000~~has ofraised ~~convertible~~capital ~~promissory~~through ~~notes~~private ~~which~~placements, ~~mature~~to ~~between~~finance ~~October-December 30, 2023.~~working Incapital ~~addition~~needs, weand ~~owe~~may ~~$464,078~~attempt to raise capital through the ~~estate~~sale of acommon ~~family~~stock ~~member~~or ofother ~~our~~securities ~~Chief~~and ~~Operating~~obtaining ~~Officer~~some ~~which~~short-term isloans ~~due~~from ~~January~~related ~~1, 2025~~parties. ~~See~~There ~~Notes~~can 12be ~~and~~no ~~13to~~assurance ~~our~~that ~~Condensed~~the ~~Consolidated Financial~~Company ~~Statements~~will ~~for~~be ~~more~~successful ~~information~~in onraising ~~our~~future ~~indebtedness~~capital.

~~Other~~The ~~than~~Company ~~paying~~had ~~our~~$322,967 ~~debt~~in ~~obligations~~cash on hand as ~~they~~of ~~come~~April ~~due~~11, ~~the~~2023. The Company ~~intends~~will need to ~~utilize~~raise ~~any~~additional ~~available~~capital ~~cash~~to ~~primarily~~fund its operations for the next twelve months and to repay its ~~continued~~short-term ~~operations~~debt and ~~organic~~the ~~growth~~convertible promissory notes. ~~However~~A total of $2,485,000 inof ~~order~~the tosenior ~~execute~~secured ~~our~~promissory ~~business~~notes ~~plan~~mature between October 4, we2023, ~~will~~and ~~need~~December to30, ~~raise~~2023 atand ~~least~~a antotal ~~additional~~of $5838,000 ~~million.~~of Wethe ~~are~~senior ~~pursuing~~secured apromissory ~~new~~notes ~~offering~~mature ofbetween ~~Notes~~September 30, 2024 and ~~Warrants~~December in29, ~~2022~~2024. ~~and~~In ~~seek~~addition, tothe ~~raise~~Company upowes $464,078 to $7the ~~million~~estate onof a ~~best~~family ~~efforts~~member ~~basis.~~of its Chief Operating Officer and which is due January 1, 2025.

~~Overall,~~Our ~~there~~liquidity is noprimarily ~~guarantee~~derived ~~that~~from ~~cash~~financing ~~flow~~transactions and revenue from our ~~existing~~contracts orwith ~~future~~customers, ~~operations~~although ~~and~~management ~~any~~anticipates ~~external~~a ~~capital~~larger ~~that~~proportion weof ~~may~~our becapital ~~able~~resources to ~~raise will~~ be ~~sufficient~~derived tofrom ~~meet~~financing ~~our~~transactions ~~expansion~~in ~~goals~~future ~~and~~periods, ~~working~~particularly ~~capital~~as ~~needs. The~~we ~~consolidated~~seek ~~financial~~growth ~~statements~~capital doto ~~not~~fund ~~include~~our ~~any~~acquisition ~~adjustments~~efforts ~~relating~~in tothe ~~this~~next ~~uncertainty~~12 months.

~~Use~~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 become due. Because the Company was only able to raise $2,485,000 of ~~Estimates~~the up to $15,000,000 sought in its recent private placement offerings which closed as of December 31, 2021, the Company launched a second offering of $7 million 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.

~~The~~We ~~preparation~~believe ofsubstantial ~~Condensed~~doubt ~~Consolidated~~exists ~~financial~~about ~~statements~~the inCompany’s ~~conformity~~ability ~~with US GAAP requires management~~ to ~~make~~continue ~~estimates~~as ~~and~~a ~~assumptions~~going ~~that~~concern ~~affect~~for ~~the~~twelve ~~reported~~months ~~amounts~~from ~~of liabilities and disclosure of contingent assets and liabilities at~~ the date of ~~the~~issuance ~~Condensed~~of ~~Consolidated~~our financial statements. The ~~most~~accompanying ~~significant~~condensed ~~estimates~~consolidated ~~relate~~financial tostatements ~~income~~do ~~taxes~~not ~~and~~include ~~contingencies.~~any ~~The~~adjustments ~~Company~~related ~~bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed~~ to ~~be reasonable given~~ the ~~quality~~recoverability ofand ~~information~~classification ~~available as~~ of ~~the~~recorded ~~date~~asset ofamounts ~~these~~or ~~Condensed Consolidated financial statements. The results of these assumptions provide~~ the ~~basis~~amounts ~~for~~and ~~making~~classification ~~estimates about the carrying amounts~~ of ~~assets and~~ liabilities that ~~are~~might ~~not~~result ~~readily apparent~~ from ~~other~~the ~~sources.~~outcome ~~Actual~~of ~~results~~this ~~could differ from these estimates~~uncertainty.

~~Cash~~Use of Estimates

OnThe ~~June~~preparation ~~30,~~of ~~2022,~~the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and ~~December~~assumptions ~~31,~~that ~~2021,~~affect the reported amounts of liabilities and disclosure of contingent assets and liabilities as of the reporting date of these condensed consolidated financial statements. The most significant estimates relate to income taxes and contingencies. The Company’s ~~cash~~bases ~~totaled~~its ~~$193~~estimates on historical experience,~~385~~ ~~and~~known ~~$721~~or expected trends,~~452,~~ ~~respectively~~and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these 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.

~~Accounts~~9 ~~Receivable~~Table ~~and~~of ~~Allowance for Doubtful Accounts~~Contents

~~Accounts~~Principles ~~Receivable~~of are stated at their full collectible value less an allowance for doubtful accounts for any receivables over six months old from the balance sheet date. The Company reviews all receivables prior to the year end and all uncollectible amounts are written off against income. Historically, our uncollectible Accounts Receivables have been less than 1% on an annual basis and therefore deemed immaterial.Consolidation

	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

These condensed consolidated financial statements include the accounts of AmeriCrew, Mikab Corporation and 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, as a subsidiary of Mikab. All intercompany transactions are eliminated in consolidation.

~~Revenue~~Management’s ~~Recognition~~Representation of Interim Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company ~~recognizes~~without ~~its~~audit ~~revenue~~pursuant into ~~accordance~~the ~~with~~rules ~~FASB~~and ~~Accounting~~regulations ~~Standards~~of ~~Update~~the Securities and Exchange Commission (“~~ASU~~SEC”). NoThe Company uses the same accounting policies in preparing quarterly and annual consolidated financial statements. ~~2014-09,~~Certain ~~Revenue~~information ~~from~~and ~~Contracts~~footnote disclosures normally included in consolidated financial statements prepared in accordance with ~~Customers~~accounting ~~(“ASC~~principles ~~606”).~~generally ~~ASC~~accepted ~~606~~in isthe United States have been condensed, consolidated, or omitted as allowed by such rules and regulations, and management believes that the ~~result~~disclosures ofare aadequate ~~joint~~to ~~project~~make the information presented not misleading. These condensed consolidated financial statements include all of the ~~FASB~~adjustments, ~~and~~which in the ~~International~~opinion ~~Accounting~~of ~~Standards~~management ~~Board~~are ~~(“IASB”)~~necessary to ~~clarify~~fairly present the ~~principles~~financial ~~for~~position ~~recognizing~~and ~~revenue~~results ~~and~~of tooperations. ~~develop~~All asuch ~~common~~adjustments ~~revenue~~are ~~standard~~of ~~for~~a Unormal and recurring nature.S. ~~GAAP~~Interim ~~and~~results ~~International~~are ~~Financial~~not ~~Reporting~~necessarily ~~Standards~~indicative ~~(“IFRS”)~~of results for a full year. ~~The~~These ~~guidance~~condensed ~~affects~~consolidated ~~any~~financial ~~entity~~statements ~~that~~should ~~either~~be ~~enters~~read ~~into~~in ~~contracts~~conjunction with ~~customers~~the toaudited ~~transfer~~consolidated ~~goods~~financial orstatements ~~services~~and ornotes ~~enters~~thereto ~~into~~as ~~contracts~~of and for the ~~transfer~~period ofended ~~nonfinancial~~September ~~assets~~30, ~~unless~~2022, ~~those~~as ~~contracts~~presented ~~are~~in ~~within~~the Company’s Transition Annual Report on Form 10-KT for the ~~scope~~nine ofmonth ~~other~~transition ~~standards~~period ended September 30, 2022 filed with the SEC on January 30, 2023 as amended.

~~ASC~~Significant ~~606~~Accounting ~~provides~~Policies 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~~The ~~1: Identify~~following is a summary of significant accounting policies followed in the ~~contract~~preparation ~~with~~of athe ~~customer~~accompanying condensed consolidated financial statements.

~~Step~~Accounts ~~2: Identify~~Receivable ~~the~~and ~~performance~~Allowance ~~obligations~~for inDoubtful ~~the contract.~~Accounts

~~Step~~Accounts ~~3: Determine~~receivable are stated at their full collectible value less an allowance for doubtful accounts for any receivables over six months old. Accounts receivable balances that are still outstanding after the ~~transaction~~Company ~~price~~has used reasonable collection efforts are written off as uncollectible. From time to time, the Company uses its non-recourse factor arrangement to receive advances on approved invoices.

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

	December 31, 2022			September 30, 2022
Accounts Receivable – Total	$	2,069,525		$	1,880,003
Less: Allowance for Doubtful Accounts		(65,000	)		(65,000	)
Accounts Receivable – Net	$	2,004,525		$	1,815,003

~~Step~~On ~~5: Recognize~~January ~~revenue~~28, ~~when~~2022, Mikab entered into a non-recourse Factoring and Security Agreement (orthe as“Factoring Agreement”) with Tower Cap LLC (the ~~entity~~“Purchaser”), ~~satisfies~~under which the Purchaser agreed to purchase selected Mikab accounts receivable (subject to a ~~performance~~required ~~obligation~~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 described in Note 13) in all accounts receivable and other assets of Mikab.

~~The~~10 ~~Company~~Table ~~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. Contents

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. Recognition

~~Typically~~The Company adopted Accounting Standards Codification (“ASC”) 606 — Revenue from Contracts with Customers (“ASC 606”) as of January 1, 2019, using the ~~timing~~modified ofretrospective ~~revenue~~method. ~~recognition~~This ~~coincides~~method ~~with~~allows the ~~timing~~Company ofto ~~invoicing~~apply ASC 606 to ~~the~~new ~~customers~~contracts entered into after January 1, at2019, and to its existing contracts for which ~~time~~revenue ~~the~~earned ~~Company~~through December 31, 2018, has anbeen ~~unconditional~~recognized ~~right~~under the guidance in effect prior to ~~consideration~~the effective date of ASC 606. AsThe ~~such,~~revenue recognition processes the Company ~~typically~~applied ~~records~~prior to the adoption of ASC 606 align with the recognition and measurement guidance of the new standard, therefore adoption of ASC 606 did not require a ~~receivable~~cumulative ~~when~~adjustment ~~revenue~~to isopening ~~recognized~~equity in 2019.

~~The~~Under ~~contract~~ASC ~~with~~606, ~~the~~a ~~customer~~performance ~~states~~obligation ~~the~~is ~~final~~a ~~terms~~promise ofwithin ~~the~~a ~~sale~~contract to transfer a distinct good or service, ~~including~~or ~~the~~a ~~description~~series of ~~services~~distinct goods and ~~pricing~~services, to a customer. ~~Payment~~Revenue is ~~typically~~recognized ~~due~~when ~~within~~performance 30obligations ofare satisfied, and the ~~service~~customer ~~completion~~obtains control of promised goods or services. The ~~Company’s~~amount ~~contracts~~of ~~with~~revenue ~~customers~~recognized ~~generally~~reflects ~~result~~the inconsideration ~~services~~to ~~performed~~which atthe ~~point~~Company inexpects ~~time~~to ~~with~~be aentitled ~~single~~to ~~performance~~receive ~~obligation~~in exchange for goods or services.

9Under ~~Table~~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 ~~Contents~~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.

~~Under~~Customers ~~ASC~~are ~~606,~~billed aas ~~performance~~work ~~obligation~~ is acompleted ~~promise~~and ~~within~~accepted. aExtended ~~contract~~contracts toare ~~transfer~~billed ain ~~distinct~~segments ~~good~~as orcompleted. ~~service,~~The oramount aof ~~series~~unbilled ofwork ~~distinct~~in ~~goods~~process ~~and~~at ~~services,~~the toend of a ~~customer.~~period ~~Revenue~~ is ~~recognized~~immaterial ~~when~~to ~~performance~~the ~~obligations~~financial ~~are~~statements ~~satisfied,~~taken ~~and~~as ~~the~~a ~~customer~~whole. ~~obtains~~If ~~control~~a ofcontract ~~promised~~has ~~goods~~been orcompleted ~~services.~~and ~~The~~accepted ~~amount~~but ofnot ~~revenue~~billed ~~recognized~~at ~~reflects~~ the ~~consideration~~end toof ~~which~~ the ~~Corporation~~year, ~~expects~~the tocontract beprice ~~entitled~~is toaccrued ~~receive~~as sales in ~~exchange~~the ~~for~~period ~~goods or services~~completed.

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 Corporation 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 satisfies each performance obligation.Depreciation

~~Customers~~Fixed assets are ~~billed~~carried asat ~~work is completed and accepted~~cost. ~~Extended~~Depreciation ~~contracts~~of ~~are~~the ~~billed~~fixed inassets ~~segments~~is ascalculated ~~completed.~~on ~~The~~the ~~amount~~straight-line ofmethod ~~unbilled~~over ~~work~~estimated inuseful ~~process~~lives ~~at the end~~ of afive ~~period~~to is15 ~~immaterial~~years. toTrucks ~~the~~and ~~Condensed~~automobiles ~~Consolidated~~have ~~financial~~estimated ~~statements~~useful ~~taken~~lives asof aseven ~~whole.~~to Iffifteen ayears, ~~contract~~equipment has ~~been~~estimated ~~completed~~useful ~~and~~lives ~~accepted~~of ~~but~~five ~~not~~to ~~billed~~fifteen atyears ~~the~~and ~~end~~improvements ofhave ~~the~~estimated ~~year,~~useful ~~the~~lives ~~contract~~of ~~price~~five isto ~~accrued~~ten ~~as sales in the year completed~~years.

Fixed Assets

Fixed Assets	December 31, 2022			September 30, 2022
Trucks and automobiles	$	581,377		$	867,388
Equipment		213,447			293,543
Improvements		381,300			381,300
Total cost		1,176,124			1,542,231
Less: accumulated depreciation		(919,378	)		(1,382,143	)
Fixed assets, net	$	256,746		$	160,088

~~Fixed assets are recorded at cost.~~ Depreciation ~~and~~expense ~~amortization~~related isto ~~provided~~fixed ~~over~~assets ~~the~~amounted ~~estimated~~to ~~useful~~approximately ~~lives~~$9,161 ofand ~~the~~$8,316 ~~assets~~for ~~using~~ the ~~straight-line~~three ~~method. The~~months ~~estimated~~ended ~~useful~~December ~~lives~~31, of2022 ~~the~~and ~~assets~~2021, ~~are~~respectively. ~~as follows:~~

Trucks and automobiles		7 years
Equipment		7 years
Leasehold improvements		Lesser of life of lease or 10 years

Recapitalization Expenses

~~Repairs~~For ~~and~~the ~~maintenance~~three ~~are~~months ~~charged~~ended toDecember ~~expense~~31, as2021, ~~incurred.~~the ~~Gains~~Company ~~and~~recognized ~~losses~~non-recurring oncosts, ~~disposition~~associated ofwith ~~property~~the ~~and~~August, ~~equipment~~2021 ~~are~~merger ~~included~~transaction indescribed ~~income~~above, of approximately $240,000.

~~Long-Lived~~11 ~~Assets~~Table of Contents

~~Long-lived~~Loss ~~assets~~per ~~are~~Share reviewed for impairment periodically or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with FASB ASC Topic 360. If the total expected future cash flows, including estimated salvage value, is less than the asset’s carrying value, the asset is written down to its fair value. For the six months June 30, 2022, management determined that no such impairment existed.

~~Income~~We ~~Taxes~~compute basic loss per common share by dividing net loss available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. We compute diluted loss per common share by dividing net loss available to common shareholders by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, (2) the dilutive effect of the assumed exercise of warrants, and (3) the dilutive effect of other potentially dilutive securities. We exclude the potential dilutive effect of warrants and convertible instruments from the determination of diluted loss per common share if the effect of including them would be antidilutive.

~~Effective~~Income January 1, 1981, the Company elected with the consent of its stockholders, to be taxed under the provisions of subchapter S of the Internal Revenue Code. Under these provisions, the Company does not pay Federal corporate income tax on its income. Instead, 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 of accounting.Tax

~~The~~As ~~same~~a ~~election~~result ~~was~~of ~~made~~the ~~for~~Acquisition ~~the~~on ~~State~~August of12, ~~New~~2021, ~~Jersey~~the asCompany ofSubchapter ~~January~~S 1,election ~~1995.~~has ~~However,~~been ~~there~~terminated. ~~are~~As ~~minimum~~of ~~taxes~~that ~~due~~date toforward ~~New~~the ~~Jersey~~Company ~~based~~is onbe ~~the~~treated ~~amount~~as ofa ~~the~~taxable ~~Company’s~~C ~~revenues~~corporation. ~~Any~~Separate short year tax ~~paid~~returns isfor ~~reported~~S asand anC ~~expense~~Corporations ~~under~~were ~~Other~~required ~~Operating~~to ~~Expenses~~be filed for 2021.

AsThe Company is a ~~result~~C ofCorporation ~~the~~for ~~stock~~federal ~~transactions~~income ontax ~~August~~purposes. 12Income taxes include U.S. federal, ~~2021~~state, ~~Mikab’s~~and ~~Subchapter~~local Staxes, ~~election~~and ~~has~~deferred ~~been~~taxes ~~terminated~~arising from temporary differences between income for financial reporting and income tax purposes. AsThese ofdifferences ~~that~~are ~~date~~primarily ~~forward~~related to the ~~Company~~allowance ~~will~~for bedoubtful ~~treated~~accounts, asinventories, aprepaid ~~taxable~~expenses, Cand ~~corporation~~various accruals. ~~Separate~~Deferred ~~short~~tax ~~year~~assets and liabilities are determined based on the difference between the consolidated financial statement balances and the tax ~~returns~~bases of assets and liabilities using enacted tax rates in effect for Sthe years in which the differences are expected to reverse. The effect on deferred tax assets and Cliabilities ~~Corporations~~of ~~will~~a bechange ~~required~~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 ~~filed~~realized. ~~for~~Deferred ~~2021~~tax assets and liabilities are aggregated and shown as a net non-current amount on the accompanying consolidated balance sheet.

~~The~~An ~~Company~~uncertain istax aposition Cin ~~Corporation~~a ~~for federal income~~ tax ~~purposes.~~return ~~Income~~is ~~taxes~~recognized ~~include~~in ~~U.S.~~the ~~federal,~~consolidated ~~state,~~financial ~~and~~statements ~~local~~when ~~taxes,~~it ~~and~~is ~~deferred~~more ~~taxes~~likely ~~arising~~than ~~from~~not ~~temporary~~that ~~differences~~the ~~between~~position ~~income~~would ~~for~~be ~~financial~~sustained ~~reporting~~upon ~~and~~examination ~~income~~by ~~tax~~taxing ~~purposes~~authorities. ~~These~~ ~~differences~~A ~~are~~recognized ~~primarily~~tax ~~related~~position tois ~~the~~then ~~allowance~~measured ~~for~~at ~~doubtful~~the ~~accounts,~~largest ~~inventories,~~amount ~~prepaid~~of ~~expenses,~~benefit ~~and~~that ~~various~~has ~~accruals.~~greater ~~Deferred~~than ~~tax~~a ~~assets~~50% ~~and~~likelihood ~~liabilities~~of ~~are~~being ~~determined~~realized ~~based~~upon onultimate ~~the~~settlement. ~~difference~~Accounting ~~between~~provisions ~~the~~also ~~consolidated~~require ~~financial~~that ~~statement~~a ~~balances~~change ~~and~~in ~~the~~judgment ~~tax~~that ~~bases~~results ofin ~~assets~~subsequent ~~and~~recognition, ~~liabilities~~derecognition, ~~using~~or ~~enacted~~change ~~tax rates~~ in ~~effect~~a ~~for~~measurement ~~the~~of ~~years~~a intax ~~which~~position ~~the~~taken ~~differences~~in ~~are~~a ~~expected~~prior toannual ~~reverse. The~~period ~~effect~~(including onany ~~deferred~~related ~~tax~~interest ~~assets~~ and ~~liabilities~~penalties) ofbe arecognized ~~change~~as ina ~~tax~~discrete ~~rates~~item ~~is recognized~~ in ~~income in~~ the ~~years~~period ~~that~~in ~~include~~which the ~~enactment~~change ~~date~~occurs. ~~Valuation~~ ~~allowances~~The ~~are~~Company ~~established~~regularly ~~when~~evaluates ~~necessary~~the tolikelihood ~~reduce~~of ~~deferred~~recognizing ~~tax~~the ~~assets~~benefit tofrom ~~amounts~~income ~~expected to be realized. Deferred~~ tax ~~assets~~positions ~~and~~taken ~~liabilities~~in ~~are~~various ~~aggregated~~federal and ~~shown~~state asfilings aby ~~net~~considering ~~non-current~~all ~~amount~~relevant onfacts, ~~the~~circumstances, ~~accompanying~~and ~~consolidated~~information ~~balance sheet~~available.

AnThe ~~uncertain~~Company ~~tax~~evaluates ~~position~~all insignificant 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~~positions. A ~~recognized~~As ~~tax~~of ~~position~~December is31, ~~then~~2022, ~~measured at~~ the ~~largest~~Company ~~amount~~does ofnot ~~benefit~~believe that it has ~~greater~~any ~~than~~significant atax ~~50%~~positions ~~likelihood of being realized upon ultimate settlement. Accounting provisions also require~~ that awould ~~change~~result in ~~judgment~~additional ~~that~~tax ~~results in subsequent recognition~~liability, ~~derecognition,~~nor ordoes ~~change~~it inbelieve athat ~~measurement~~there ofare aany tax ~~position~~benefits ~~taken~~that inwould aincrease ~~prior~~or ~~annual~~decrease ~~period~~within ~~(including any related interest and penalties) be recognized as a discrete item in~~ the ~~period~~next intwelve ~~which the change occurs~~months. ~~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.

10The ~~Table~~Company’s policy is to include interest and penalties, if any, within the provision for taxes in the consolidated statement of ~~Contents~~operations. To date, there have been no interest or penalties charged in relation to unrecognized tax benefits.

~~Note~~The 3Company’s -income ~~Concentration~~tax returns are subject to examination by appropriate taxing authorities. As of ~~Credit~~December ~~Risk~~31, 2022, the Company’s federal and state income tax returns for 2021 remain open.

~~The~~New ~~Company~~Accounting 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.Standards

~~The~~In ~~Company~~February ~~had~~2016, ~~one~~the ~~major~~FASB ~~vendor~~issued new lease accounting guidance in ASU No. 2016-02, Leases-Topic 842, which ~~accounted~~has been codified in ASC 842, Leases. Under this new guidance, lessees are required to recognize for ~~approximately~~all ~~31%~~leases (with the exception of ~~all~~short-term ~~purchases~~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 ~~six~~lease ~~months~~term. ~~ended~~This ~~June~~standard 30was 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 December 31, 2022, a right of use operating lease asset of $628,490, a right of use finance lease asset of $459,833, an operating lease liability of $664,632 and a finance lease liability of $459,834 are recorded on the Company’s consolidated financial statements.

~~The~~12 ~~Company~~Table ~~had three major customers, which accounted for approximately 28%, 22%, and 21%~~ of ~~all sales for the six months ended June 30, 2022.~~ Contents

~~Accounts~~Recently ~~receivable~~Issued ~~due~~Accounting ~~from~~Standards ~~five~~Not ~~customers~~Yet ~~accounted for approximately 22%, 20%, 17%, 12%, and 11% of accounts receivable at June 30, 2022.~~ Adopted

~~Note~~In 4June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – ~~Fixed~~Credit ~~Assets~~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.

~~Fixed~~NOTE ~~assets,~~3 ~~net~~- isLOSS asPER ~~follows:~~SHARE

	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

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

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.

	Three Months Ended December 31, 2022			Three Months Ended December 31, 2021
Numerator:
Net loss	$	(442,077	)	$	(1,702,882	)
Net loss attributable to common shareholders		(442,077	)		(1,702,882	)
Denominator:
Basic weighted average common shares outstanding		15,764,424			1,972,306
Basic loss per common share	$	(0.03	)	$	(0.86	)
Diluted:
Weighted average common shares outstanding		15,764,424			1,972,306
Effect of potentially dilutive common stock equivalents		—			—
Diluted weighted-average common shares outstanding		15,764,424			1,972,306
Diluted loss per common share	$	(0.03	)	$	(0.86	)

~~NOTE~~Securities 5that –were ~~Paycheck~~excluded ~~Protection~~from ~~Program~~loss ~~Loan~~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:

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 statement of operations.

	Three Months Ended December 31, 2022		Three Months Ended December 31, 2021
Convertible senior debt		1,968,989		1,305,696
Outstanding warrants on common stock		2,624,451		1,626,358
Total		4,593,440		2,932,054

~~NOTE~~13 6Table –of ~~Related Party Transactions~~Contents

~~Mikab~~NOTE ~~and~~4 ~~the~~– ~~Company~~RELATED ~~have~~PARTY 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:TRANSACTIONS

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

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 three months ended December 31, 2022 and 2021 are as follows:

11 Table of Contents

Entity	Product	Three Months Ended December 31, 2022		Three Months Ended December 31, 2021
29 Aladdin Avenue Realty LLC	Premises Lease	$	9,579	$	9,579
75 Second Street Realty LLC	Premises Lease	$	3,708	$	3,708
Mikab Realty LLC	Premises Lease	$	3,708	$	3,708
Mikab Properties LLC	Premises Lease	$	19,500	$	—
RR Power Leasing LLC	Equipment	$	3,600	$	—

~~NOTE~~On 7September –30, ~~Leasing~~2022, ~~Arrangements~~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").

~~The~~NOTE ~~Company~~5 ~~leases~~– aACCOUNTS ~~commercial~~PAYABLE ~~building~~AND ~~under~~ACCRUED a twenty-year lease beginning October 1, 2009 and ending September 30, 2029, payable in monthly installments of $8,998 from Mikab Properties (a related party as described in Note 3). The Company is required to carry insurance and pay for all needed repairs, maintenance and real estate taxes. The rental amount has been reduced 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, LIABILITIES

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

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

NOTE 8 – Stockholders’ Life Insurance

	December 31, 2022		September 30, 2022
Accounts payable and accrued liabilities:
Accounts payable	$	976,668	$	1,332,297
Accrued expenses		204,151		320,185
Interest payable		83,246		—
Payroll accrual		79,001		57,379
Sales tax payable		14,378		12,124
Total accounts payable and accrued liabilities	$	1,357,444	$	1,721,985

~~The~~NOTE ~~Company~~6 ~~entered~~– ~~into~~LEASING 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. ARRANGEMENTS

~~The~~Mikab ~~Company~~leases ~~also~~a ~~provides~~commercial ~~whole~~building, ~~life~~from ~~insurance~~Mikab toProperties ~~several~~(a ofrelated ~~the~~party ~~key~~as ~~employees. There~~described ~~isn’t~~in Note 5), under a ~~cash~~20-year ~~surrender~~lease ~~value~~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.

12There ~~Table~~are three other premises Mikab leases that are under five-year lease agreements payable in monthly installments of ~~Contents~~$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.

~~NOTE~~14 9Table –of ~~Fair Value~~Contents

~~These~~The ~~Condensed~~Company ~~Consolidated~~has ~~financial~~determined ~~statements~~that its finance and operating lease right of use assets are ~~required~~valued toat ~~disclose~~$459,833 ~~the~~and ~~methods~~$628,490, ~~used~~respectively, toas ~~determine~~of ~~the~~December ~~fair~~31, ~~value~~2022. The finance lease liability consists of ~~financial~~$156,669 ~~assets~~in current obligations and ~~liabilities~~$303,165 ~~based~~non-current. onThe aoperating ~~hierarchy~~lease liability consists of ~~three~~$148,407 ~~levels~~in ofcurrent ~~input~~obligations and $516,225 non-current. The future minimum lease commitments are as follows as of December 31, 2022:

Level 1 inputs are based on unadjusted market prices within active markets.

	Operating		Finance
2023	$	182,488	$	174,651
2024		149,203		156,501
2025		151,338		79,351
2026		78,000		55,106
2027		78,000		37,862
Thereafter		136,500		1,380
Total		775,529		504,851
Less: imputed interest		110,897		45,017
Present value of remaining lease payments	$	664,632	$	459,834

~~Level~~The 2following ~~inputs~~table ~~are~~summarizes ~~based~~supplemental oninformation ~~quoted~~related ~~prices~~to ~~for similar assets and liabilities in active or inactive markets.~~leases:

Level 3 inputs would be primarily valued using management assumptions about the assumptions market participants would utilize in pricing the asset or liability.

Cash paid for amounts included in the measurements of lease liabilities:
Operating cash flow from operating leases	$	48,510
Operating cash flow from finance leases		41,013

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

The ~~three~~following ~~levels~~summarizes ofother ~~the~~supplemental ~~fair~~information ~~value~~about ~~hierarchy~~the ~~under~~Company’s ~~FASB ASC Topic 820, Fair Value Measurement, are described as follows~~leases:

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

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	%

~~Level~~NOTE 27 -– ~~Valuations~~CONCENTRATION ~~based~~OF onCREDIT 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.RISK

~~Level~~The 3Company -maintains ~~Valuations~~cash ~~based~~balances onin ~~unobservable~~several ~~inputs~~financial ~~reflecting~~institutions. ~~the~~Such ~~Company’s~~balances ~~own~~are ~~assumptions,~~insured ~~consistent~~by ~~with~~the ~~reasonably~~Federal ~~available~~Deposit ~~assumptions~~Insurance ~~made~~Corporation by(“FDIC”) ~~other~~for ~~market~~up ~~participants~~to $250,000 per institution. ~~These~~From ~~valuations~~time ~~require~~to ~~significant~~time, ~~judgment~~the Company’s balances may exceed these limits.

The Company ~~has~~had nofour ~~financial~~major ~~assets~~customers, orwhich ~~liabilities~~accounted ~~requiring~~for ~~fair~~84% ~~valuation~~of all sales, with the customer with the most sales accounting for 29% of all sales, for the three months ended December 31, 2022. Accounts receivable due from those four customers accounted for 66% of accounts receivable, with the highest concentrated accounting for 26% of accounts receivable, as of December 31, 2022. For the three months ended December 31, 2021, three major customers accounted for 64% of all sales. Accounts receivable due from those three customers accounted for 28% of accounts receivable, with the highest concentrated accounting for 27% of accounts receivable, as of December 31, 2021.

NOTE 108 -– ~~Net~~FAIR ~~Income (Loss) per Share~~VALUE

~~Basic~~These ~~net~~condensed ~~loss~~consolidated ~~per~~financial ~~share~~statements ~~has~~are ~~been~~required ~~computed~~to ondisclose the ~~basis~~methods ofused ~~the~~to ~~weighted~~determine ~~average~~the ~~number~~fair ofvalue ~~shares~~ of ~~common~~financial ~~stock~~assets ~~outstanding.~~and ~~Diluted~~liabilities ~~net~~based ~~loss per share of common stock has been computed~~ on ~~the~~a ~~basis~~hierarchy of ~~the~~three ~~weighted~~levels ~~average number~~ of ~~shares outstanding plus equivalent shares of common stock assuming exercise of stock options~~input. ~~Potential~~Fair ~~shares~~value ofmeasurements ~~common~~discussed ~~stock~~herein ~~that~~are ~~have~~based anupon ~~anti-dilutive~~certain ~~effect~~market ~~(i.e.,~~assumptions ~~those~~and ~~that~~pertinent ~~share~~information oravailable ~~decrease~~to ~~loss per share) are excluded from~~ the ~~calculation~~Company ofas ~~diluted net loss per share~~ of ~~common~~and ~~stock. For~~during the ~~periods ending June 30, 2022 and 2021, all potentially dilutive securities were antidilutive~~period.

1315 Table of Contents

~~NOTE~~The 11three –levels ~~Convertible~~of ~~Debt~~the ~~and~~fair ~~Warrants~~value hierarchy under FASB ASC Topic 820, Fair Value Measurement, are described as follows:

~~During~~Level ~~the~~1 ~~fourth~~- ~~quarter~~Valuations ofbased ~~2021,~~on ~~the~~quoted ~~Company~~prices ~~sold~~for ~~$2,485,000 of~~identical ~~senior~~assets ~~secured convertible notes (the “Notes”)~~ and ~~five-year~~ ~~warrants~~liabilities ~~(the~~in ~~“Warrants”)~~active ~~to purchase 961,544 shares of the Company’s common stock at an exercise price of $1~~markets.~~9032 per share. It also issued 110,342 Placement Agent Warrants to a Placement Agent which contain similar terms to the Warrants except they are exercisable at $2.0935 per share.~~

~~Each~~Level ~~Note~~2 is- ~~due~~Valuations ~~two~~based ~~years~~on ~~from~~observable ~~the~~inputs ~~date~~other ofthan ~~issuance.~~quoted ~~The~~prices ~~Notes~~included ~~bear~~in ~~interest~~Level ~~at 8% per annum payable quarterly~~1, ~~subject~~such ~~to an increase in case of an event of default~~ as ~~provided~~quoted prices for ~~therein,~~similar ~~and~~assets ~~interest~~or isliabilities ~~payable~~ in ~~cash~~active 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 sharemarkets, ~~subject~~quoted toprices ~~certain~~for ~~adjustments.~~identical ~~The conversion price will also be subject to adjustment upon any issuance by the Company of common stock~~ or ~~securities~~similar ~~convertible~~assets orand ~~exercisable~~liabilities ~~into~~in ~~common~~markets ~~stock at a price per share~~ that isare ~~lower~~not ~~than the conversion price (a “Dilutive Price”)~~active, ~~subject~~or 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~~inputs ~~due~~that inare ~~respect~~observable ~~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,~~can ~~although~~be incorroborated ~~2023~~by weobservable ~~may~~market ~~borrow a sufficient sum to cover the prepayment~~data.

~~The~~Level ~~Warrants~~3 ~~are exercisable for five~~-~~years from~~ ~~the~~Valuations ~~respective~~based ~~dates~~on ofunobservable ~~issuance~~inputs atreflecting ~~an exercise price of $1.9032 per share, subject to certain adjustments, including adjustment upon any issuance by~~ the Company’s ofown ~~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~~assumptions, ~~subject~~consistent towith ~~certain~~reasonably ~~exempt issuances. If at any time after the six-month anniversary of the issuance of the Warrants, there is no effective Registration Statement registering, or no current Prospectus~~ available ~~for,~~assumptions ~~the~~made ~~resale~~by ofother ~~the~~market ~~shares~~participants. ~~underlying~~These ~~the~~valuations ~~Warrants,~~require ~~the~~significant ~~holders may exercise the Warrants on a net exercise or cashless basis~~judgment.

~~Our~~Because ~~obligations under the Notes are secured by a first priority lien on all~~ of ~~our~~their ~~assets and those of our wholly~~short-~~owned subsidiaries~~term ~~pursuant~~nature, tothe aamounts ~~Security~~reported ~~Agreement,~~in ~~dated~~the ~~October 5,~~condensed ~~2021~~consolidated byfinancial ~~and~~statements ~~among~~for ~~the Company~~cash, ~~our~~accounts ~~wholly-owned subsidiaries~~receivable, ~~Mikab~~prepaid ~~and Americrew Holdings~~expenses, ~~LLC,~~accounts ~~the~~payable ~~noteholders,~~ and ~~Westpark~~accrued ~~Capital~~liabilities, ~~Inc.~~and ~~(“West~~loans ~~Park”),~~payable asapproximated ~~agent~~their ~~for~~respective ~~the~~fair ~~secured~~values ~~parties.~~at ~~Our~~December ~~obligations~~31, ~~under~~2022 ~~the Notes are also guaranteed by our subsidiaries. The Company~~ and ~~our~~September ~~wholly-owned subsidiary~~30, ~~entered into a Guaranty Agreement, dated October 5, 2021~~2022.

~~The~~NOTE ~~Note~~9 ~~also~~- ~~contains~~INCOME ~~customary negative covenants prohibiting the Company from certain actions while the Note remains outstanding.~~TAXES

~~Each~~The ofincome ~~the~~tax ~~Note~~expense ~~and~~for the ~~Warrants~~three ~~contain~~months ~~a 4.99%~~ended ~~beneficial~~December ~~ownership limitation pursuant to which neither may be converted or exercised~~31, as2022 ~~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~~2021, ~~subject~~respectively tois ~~increase to 9~~$0.~~99% upon 61 days’ prior written notice by the holder.~~

InThe ~~addition,~~effective ~~pursuant~~tax torate ~~the~~differs ~~Securities~~from ~~Purchase~~the ~~Agreement,~~statutory weFederal ~~entered~~rate ~~into~~of ~~Registration~~21% ~~Rights~~primarily ~~Agreements~~because ~~with~~of the ~~purchasers,~~change in ~~which~~valuation weallowance ~~agreed~~and ~~to file a Registration Statement on Form S-1 with~~ the ~~SEC~~uncertainty ~~on or before January 31, 2022, covering the resale~~ of ~~the~~realizing ~~shares~~a oftax ~~common~~benefit ~~stock~~from ~~issuable upon conversion of~~ the ~~Notes~~Company’s ~~and exercise of the Warrants and to have such Registration Statement declared effective within 90 days thereafter~~NOLs.

The ~~Warrants~~primary ~~are~~components ~~equity classified. On the date~~ of ~~issuance,~~ the ~~warrants~~Company's ~~had~~net adeferred ~~fair~~tax ~~value~~assets ~~of $65,284~~ and ~~relative~~liabilities ~~fair~~are ~~value~~as ~~of $75,824.33. Amortization of debt discount has been recorded in interest expense the accompanying condensed consolidated statement of operations.~~follows:

NOTE 12 – Loans Payable - Related Party

	December 31, 2022			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 ~~June~~December 3031, 2022 and ~~December~~September 3130, ~~2021~~2022, ~~there~~the ~~were~~Company ahad ~~notes~~approximately ~~payable~~$3.5 toand ~~related~~$3.1 ~~parties~~million, respectively, of ~~$464~~NOL carryforwards available to offset future taxable income. Full valuation allowances have been established for Federal,~~078~~ state and ~~$522~~local jurisdictions that reduce the Company’s net deferred tax assets to an amount that will,~~562~~ more likely than not, be realized. The ~~loans~~uncertainty ~~payable bear~~that ~~interest~~may ataffect ~~rates~~the ~~between~~realization ~~10%~~of ~~and~~these ~~12%~~assets ~~and~~is ~~mature~~the atability ~~dates~~of ~~commencing~~the ~~December~~Company ~~31,~~to ~~2022,~~generate ~~through~~sufficient ~~January~~taxable 1,income ~~2025~~from its operations.

NOTE 1310 – ~~Loan~~LOANS ~~Payable~~PAYABLE - ~~Stockholder~~RELATED PARTY

As of ~~June~~December 3031, 2022 and ~~December~~September 3130, ~~2021~~2022, the balances of ~~loan~~loans payable ~~stockholder~~related party were $~~451~~298,~~859~~944 and $ ~~464~~370,~~078~~429, respectively, inclusive of bridge loans and short term loans. ~~The~~Bridge ~~loan~~loans ~~bears~~bear noan annualized interest ~~until~~rate of 12%. On December 31, 2022 all loans payable with related parties were amended to grant additional warrants and extend the maturity ~~January~~date 1to December 31, ~~2025~~2023. ~~Interest~~The ~~after~~loans ~~maturity~~payable isto ~~10%~~related ~~per~~parties ~~annum~~are ~~until~~presented ~~fully~~net ~~repaid.~~of unamortized discount of approximately $276,000 and $192,000 as of December 31, 2022 and September 30, 2022, respectively:

~~NOTE~~16 14Table –of ~~GOODWILL and INTANGIBLE ASETS~~Contents

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.

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

~~Under~~(1) ~~guidance~~Former ofChief ~~ASU~~People ~~805-10-55-11~~Officer ~~through~~and ~~15 MIKAB has been identified as the acquirer for accounting purposes. As~~ a ~~result~~former ~~of the foregoing the Company has not recorded goodwill~~director. ~~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.~~

14(2) ~~Table~~Chief ofOperating ~~Contents~~Officer and a director.

~~NOTE~~(3) 15Brian –Weis ~~EQUITY~~owns 20% of this entity.

~~Common~~(4) ~~Stock~~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.

~~The~~Warrants ~~Company~~issued ~~has~~on ~~authorized~~December ~~300~~31,~~000,000~~ ~~shares~~2021 to holders of the loans were valued at $01.~~000001~~73 ~~par~~- ~~value,~~$1.93. ~~common~~The ~~stock.~~fair Asvalue of ~~June 30,~~each ~~2022,~~warrant ~~and~~is ~~December~~estimated ~~31,~~on ~~2021,~~the ~~there~~date ~~were~~of ~~15,764,424~~issuance ~~shares~~using ofthe ~~Common~~Black ~~Stock~~Scholes ~~issued~~model ~~and~~based ~~outstanding,~~on ~~respectively.~~the following inputs:

NOTE 16 - Contingencies

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	%

~~The~~Additional ~~Company~~warrants ~~may~~issued ~~from~~on ~~time~~December to31, ~~time~~2022 beto ~~involved~~holders inof ~~various~~the ~~legal~~loans ~~proceedings~~were ~~and~~valued ~~litigation~~at ~~arising~~$1.57. inThe ~~the~~fair ~~ordinary~~value ~~course~~ of ~~business. In~~each ~~the~~warrant ~~opinion~~is ofestimated ~~management,~~on the ~~outcome~~date of ~~such~~issuance ~~proceedings~~using ~~and~~the ~~litigation~~Black ~~would~~Scholes ~~not~~model ~~have~~based ~~a material adverse effect~~ on the ~~Company’s~~following ~~Condensed Consolidated consolidated financial statements.~~inputs:

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.

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 ~~SBA~~warrants ~~may~~had ~~elect~~a tocalculated ~~undertake~~fair anvalue ~~audit~~of approximately $527,000 as of December 31, 2022. Using the relative fair value method, the Company’s ~~Paycheck~~recognized ~~Protection~~the ~~Program~~resultant debt discount and equity classified warrant in the amount of approximately $276,000 in connection with the loans. payable to related parties.

NOTE 1711 – ~~Factoring~~LOANS ~~Recourse~~PAYABLE - STOCKHOLDER

OnAs ~~January~~of 28both December 31, 2022, ~~MIKAB entered into a Factoring~~ and ~~Security~~September ~~Agreement (the “Factoring Agreement”) with Tower Cap LLC (the “Purchaser”)~~30, ~~a related party~~2022, ~~under which~~ the ~~Purchaser~~balance ~~agreed~~of toloans ~~purchase~~payable ~~selected MIKAB accounts receivable (subject~~ to astockholder ~~required~~were ~~reserve)~~$464,078, respectively. The ~~Purchaser~~loans ~~retains~~bear ~~the~~no ~~right~~interest tountil ~~purchase~~maturity ~~such~~on ~~accounts~~January ~~as it deems appropriate. Under the Factoring Agreement~~1, ~~the amount advanced to MIKAB varies by account debtor~~2025. ~~MIKAB~~Interest ~~must~~after ~~repurchase~~maturity ~~delinquent~~is ~~accounts~~10% ~~which~~per ~~are~~annum ~~past~~until ~~due~~fully ~~within 30 days~~repaid. The ~~fees~~Company ~~include~~recognized imputed interest ~~ranging from 1.95% per month~~ for ~~accounts~~the ~~due~~three inmonths 30ended ~~days~~December to31, ~~1.75%~~2022 ~~for~~and ~~accounts~~2021 ~~due in 90 days in addition to other fees which MIKAB will be charged in the ordinary course~~ of ~~the~~approximately ~~relationship.~~$5,300 ~~The~~and ~~Purchaser~~$400 ~~also~~respectively, ~~has~~based aon ~~security interest (subject to that of~~ the ~~holders~~then ofcurrent ~~the 2021 Notes described in Note 11) in all accounts receivable and other assets of MIKAB~~AFR.

~~Pursuant~~17 toTable ~~the~~of ~~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.~~ Contents

NOTE 12 – ~~18 INCOME~~CONVERTIBLE ~~TAXES~~DEBT AND WARRANTS

~~The~~During ~~Corporation~~the ~~accounts~~fourth ~~for~~quarter ~~its~~of ~~income~~2021, ~~taxes using~~ the ~~Financial~~Company ~~Accounting~~sold ~~Standards Board ASC No. 740~~$2,485,000 ~~"Accounting~~of ~~for~~senior ~~Income~~secured ~~Taxes",~~convertible ~~which~~notes ~~requires~~ (the ~~establishment~~“Notes”) ofand afive-year ~~deferred~~Class ~~tax~~A ~~asset~~Warrants orto ~~liability~~purchase ~~for~~1,195,354 ~~the~~shares ~~recognition~~ of ~~future~~the ~~deductible~~Company’s orcommon ~~taxable~~stock ~~amounts~~at ~~and~~an ~~operating~~exercise ~~loss~~price ~~and~~of ~~tax~~$1.9032 ~~credit~~per ~~carryforwards~~share. ~~Valuation~~It ~~reserves~~also ~~are~~issued ~~used~~110,342 toPlacement ~~offset~~Agent ~~deferred~~Warrants ~~tax assets due~~ to ~~the~~a ~~uncertainty~~Placement ofAgent ~~the~~which ~~realization~~contain ofsimilar ~~those~~terms ~~tax~~to ~~assets.~~the ~~Deferred~~Class ~~tax~~A ~~expense~~Warrants orexcept ~~benefit~~they isare ~~recognized~~exercisable asat a$2.0935 ~~result~~per ~~of the changes in the assets and liabilities during the year~~share.

Each Note is due two years from the date of issuance. The ~~Corporation~~Notes ~~had~~bear ainterest ~~net~~at ~~operating~~8% ~~loss~~per ~~available~~annum payable quarterly, subject to an increase in case of ~~approximately~~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 $~~797~~1.9032 per share,~~000~~ 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 ~~December~~a 31price per share that is lower than the conversion price (a “Dilutive Price”), ~~2021~~subject ~~and~~to ~~$634~~certain exempt issuances,~~000~~ whereupon the conversion price will be adjusted to 80% of the Dilutive Price. Furthermore, at ~~June~~any 30time after December 31, 2022, we may, after written notice to ~~offset~~the ~~future~~noteholders, ~~federal~~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 ~~state~~all ~~taxable~~other ~~income~~amounts due in respect of the Notes (if any). ~~This~~The ~~loss~~Notes ~~does~~also ~~not~~contain ~~expire~~certain negative covenants including the general inability to borrow funds whether to prepay the Notes or otherwise.

~~Under~~The ~~the~~Class ~~Tax~~A ~~Cuts~~Warrants ~~and~~are ~~Jobs~~exercisable ~~Act~~for ~~passed~~five inyears ~~2017,~~from the ~~carryforward~~respective dates of ~~net~~issuance ~~operating~~at ~~losses~~an ~~incurred~~exercise ~~after~~price ~~2017~~of ~~no longer expire~~$1.9032 ~~However~~per share, ~~these~~subject ~~losses~~to ~~can~~certain ~~only~~adjustments, beincluding ~~used~~adjustment toupon ~~offset~~any ~~80%~~issuance by the Company of ~~taxable~~common ~~income~~stock inor ~~any~~securities ~~one~~convertible ~~year~~or ~~(100%~~exercisable ~~allowed~~into incommon ~~2018).~~stock ~~Losses~~at ~~incurred~~a inDilutive ~~2017~~Price ~~and~~in ~~prior~~which ~~years~~event ~~can~~the ~~continue~~exercise toprice will be ~~used~~adjusted to ~~offset 100~~80% of ~~taxable~~the ~~income~~Dilutive ~~until~~Price, ~~they~~subject ~~expire.~~to ~~The~~certain ~~Deferred~~exempt ~~Tax~~issuances. ~~Asset~~If at ~~December~~any 31time after the six-month anniversary of the issuance of the Class A Warrants, ~~listed~~there ~~below~~is no effective Registration Statement registering, ~~reflect~~or ~~the~~no current ~~corporate~~Prospectus ~~tax~~available ~~rate~~for, the resale of ~~21%~~the shares underlying the Class A Warrants, the holders may exercise the Class A Warrants on a net exercise or cashless basis.

~~For~~Our obligations under the ~~six~~Notes ~~months~~are ~~ended~~secured ~~June~~by ~~30,~~a ~~2022,~~first ~~the~~priority ~~approximate~~lien ~~taxable~~on ~~income~~all isof ~~$204,000.~~our ~~Based~~assets onand ~~current~~those ~~tax~~of ~~law~~our ~~this~~wholly-owned ~~can~~subsidiaries bepursuant ~~offset~~to a Security Agreement, dated October 5, 2021 by and among the ~~carryforward~~Company, ~~loss~~our upwholly-owned tosubsidiaries, ~~80%~~Mikab ofand Americrew Holdings, LLC, the ~~taxable~~noteholders, ~~income~~and orWestpark ~~$163~~Capital,~~200~~ Inc. ~~The~~(“West ~~resulting~~Park”), ~~taxable~~as ~~income~~agent ~~would~~for ~~have~~the asecured ~~federal~~parties. ~~tax~~Our ~~due~~obligations ofunder ~~approximately~~the ~~$8,600~~Notes are also guaranteed by our subsidiaries. ItThe isCompany ~~estimated~~and ~~that~~our ~~various~~wholly ~~state~~owned ~~taxes~~subsidiary, ~~are~~entered ~~approximately~~into ~~$11~~a Guaranty Agreement,~~400~~ dated October 5, 2021.

The ~~Corporation's~~Notes ~~total~~also ~~deferred~~contain ~~tax~~customary ~~asset~~negative ~~and~~covenants ~~deferred~~prohibiting ~~tax~~the ~~asset~~Company ~~valuation~~from ~~allowances~~certain asactions ofwhile ~~June~~the ~~30,~~Notes ~~2022~~remains ~~and December 31, 2021, respectively are as follows:~~outstanding.

	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	$	-		$	-

Each of the 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.

~~The~~In ~~Corporation~~addition, ispursuant ~~subject~~ to ~~federal~~the ~~and~~Securities ~~state~~Purchase ~~taxation~~Agreement, we entered into Registration Rights Agreements with the purchasers, in ~~accordance~~which we agreed to file a Registration Statement on Form S-1 with the ~~Internal~~SEC, ~~Revenue~~covering ~~Code~~the ~~and~~resale ~~various~~of ~~state~~the ~~codes.~~shares ~~Corporation~~of ~~tax~~common ~~expense~~stock isissuable ~~charged~~upon toconversion ~~income~~of ~~when~~the ~~paid~~Notes orand ~~accrued.~~exercise ~~The~~of ~~total~~the ~~accrued~~Class ~~tax~~A ~~liability~~Warrants atand ~~June~~to ~~30,~~have ~~2022~~such ~~would~~Registration beStatement ~~$20,000~~declared effective within 90 days thereafter. ~~Since~~The ~~there~~Registration Statement was nofiled ~~change~~with in the ~~tax~~SEC ~~deferred~~during ~~asset~~February ~~or liability~~2022, ~~there~~however iswe nosubsequently ~~deferred~~withdrew ~~tax~~the ~~expense~~Registration orStatement ~~benefit~~ in ~~2021~~September, 2022.

The ~~Company~~Class ~~evaluates~~A ~~all~~Warrants ~~significant~~are ~~tax~~equity ~~positions~~classified. AsOn the date of ~~June~~issuance, 30the Class A Warrants had a fair value of approximately $3,900,000 ~~2022~~and relative fair value of $1,500,000. ~~the~~Amortization ~~Company~~of ~~does~~debt ~~not~~discount ~~believe~~over ~~that~~the itnotes related two-year term has ~~any~~been ~~significant~~recorded ~~tax~~in ~~positions~~interest ~~that~~expense ~~would~~the ~~result~~accompanying incondensed ~~additional~~consolidated ~~tax~~statement ~~liability~~of operations. Interest expense with respect to the ~~stockholders~~debt ofdiscount amortization was approximately $189,000 and $62,000 for the ~~Company~~for ~~nor~~the ~~does~~three itmonths ~~believe~~ended ~~that~~December ~~there~~31, ~~are~~2022 ~~any~~and ~~tax~~2021, ~~benefits~~respectively. ~~that~~The ~~would~~unamortized ~~increase~~debt ordiscount ~~decrease~~associated ~~within~~with ~~the~~these ~~next~~Class ~~twelve~~A ~~months~~Warrants was approximately $692,000 and $881,000 as of December 31, 2022 and September 30, 2022, respectively.

~~The~~18 ~~tax~~Table ~~years~~of ~~subject to examination by the federal and state taxing authorities are the years ended December 31, 2019 to December 31, 2021.~~Contents

~~NOTE~~The 19Class –A ~~SUBSEQUENT~~Warrants ~~EVENTS~~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:

The Company has evaluated all events or transactions that occurred after June 30, 2022 through August 22, 2022, which is the date that the Condensed Consolidated financial statements were available to be issued. There were no material subsequent events requiring disclosure.

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		%

15On ~~Table~~September 30, 2022, the Company raised $245,000 of ~~Contents~~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.

~~ITEM~~The Class B Warrants are exercisable for five years from the respective dates of issuance at an exercise price of $2.50 ~~MANAGEMENT’S~~per ~~DISCUSSION~~share, ~~AND~~subject ~~ANALYSIS~~to OFcertain ~~FINANCIAL~~adjustments, ~~CONDITION~~including ~~AND~~adjustment ~~RESULTS~~upon OFany ~~OPERATION~~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.

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

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.

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 ~~results~~Warrants ~~anticipated~~issued bywith ~~any~~the orSeptember ~~all~~2022 ofsenior ~~these~~secured ~~forward-looking~~convertible ~~statements~~notes ~~might~~had ~~not~~a ~~occur.~~calculated ~~Important~~fair ~~factors,~~value ~~uncertainties~~of ~~and~~approximately ~~risks~~$381,000. ~~that~~Using ~~may cause actual results to differ materially from these forward-looking statements include~~ the ~~ability~~relative tofair ~~close~~value ~~a reverse merger transaction~~method, the ~~possibility~~Company ~~that~~recognized wethe ~~are~~resultant ~~unable~~debt todiscount ~~raise~~and ~~capital~~equity asclassified ~~and~~Warrant ~~when~~in ~~needed,~~ the ~~ongoing~~amount ~~impact~~ of ~~COVID-19,~~ ~~supply~~approximately ~~chain~~$149,000. ~~shortages~~The ~~and~~debt ~~inflation~~discount ~~and~~will ~~the~~be ~~Federal~~accreted ~~Reserve’s~~to interest ~~rate~~expense ~~increases~~over inthe ~~response,~~two-year ~~and~~term ~~our lack~~ of anthe ~~operating~~related ~~history~~convertible ~~and revenue~~notes. ~~Further~~Interest ~~information~~expense onwith ~~the~~respect ~~risk~~to ~~factors~~the ~~affecting~~debt ~~our~~discount ~~business~~amortization ~~is contained in “Risk Factors” of our Annual Report on Form 10-K~~ for the ~~fiscal~~three ~~year~~months ended December 31, ~~2021.~~2022 Wewas ~~undertake~~approximately no$19,000. ~~obligation~~There towas ~~publicly~~no ~~update~~interest oraccretion ~~revise~~in ~~any forward-looking statements, whether as~~ the ~~result~~nine ofmonths ~~new~~ended ~~information~~September 30, ~~future events or otherwise~~2022.

During October 2022 and December 2022, the Company ~~Overview~~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.

~~Americrew,~~19 ~~Inc..~~Table f/k/a PhoneBrasil International, Inc. (the “Company”, or “Americrew”) is a Delaware Corporation that 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.~~Contents

~~Following~~The ~~the~~Warrants ~~acquisition~~issued ofwith ~~Mikab~~the ~~Corporation~~October ~~(“Mikab”)~~2022 inand aDecember ~~reverse~~2022 ~~merger~~senior ~~which~~secured ~~closed~~convertible onnotes ~~August~~were ~~12,~~valued ~~2021~~at ~~pursuant~~$1.57 to ~~which we issued 94~~$1.2%88 ofon ~~our outstanding common stock to~~ the ~~former~~date ~~Mikab~~of ~~stockholders~~issuance. inThe ~~exchange~~fair ~~for~~value ~~100%~~ of ~~the~~each ~~capital~~Warrant ~~stock~~was ofestimated ~~Mikab~~on (the ~~“Acquisition”),~~date weof ~~now~~issuance ~~provide~~using ~~specialty contracting services to market participants in~~ the ~~telecommunications~~Black ~~and~~Scholes ~~clean~~model ~~energy~~based ~~industries~~on ~~and infrastructure build throughout~~ the ~~United~~following 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.inputs:

16 Table of Contents

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	%

~~Our~~The ~~business~~Warrants issued with the October 2022 and December 2022 senior secured convertible notes had a calculated fair value of approximately $802,000. ~~which~~Using isthe ~~conducted~~relative ~~primarily~~fair ~~through~~value ~~Mikab~~method, ~~consists~~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 ~~following:~~two-year term of the related convertible notes. Interest expense with respect to the debt discount amortization for the three months ended December 31, 2022 was approximately $13,000.

·The ~~fiber~~following ~~construction~~table ~~and~~presents ~~5G wireless construction, which are collectively grouped into~~ the ~~broader~~Company's ~~category~~convertible ofnote 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; · site planning and installation and related services for clean energy systems, with an initial focus on electronic vehicle, or EV, charging stations; and · 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 of being transferred to a new subsidiary.maturities:

Since the Acquisition, we have continued our telecommunications service business, commenced training of veterans, negotiated with third parties about EV opportunities, and commenced a small number of site planning projects in the EV space.

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
Plus: accrued interest		83,658
Total convertible notes and accrued interest balance due		3,406,658
Less: debt discount		(1,150,101	)
Total convertible notes and accrued interest balance	$	2,256,557

~~Mikab~~NOTE is13 a– service company engaged in the business of building a national infrastructure involving the installation of rural wireless telecommunication cables, upgrading wireless communications towers and going forward providing services to EV charging stations.CONTINGENCIES

~~While~~The ~~our~~Company ~~business~~may isfrom ~~profitable,~~time weto ~~lack~~time ~~the~~be ~~capital~~involved toin ~~support~~various ~~further~~legal ~~growth~~proceedings and ~~need~~litigation toarising ~~raise~~in ~~capital~~the toordinary ~~grow~~course ~~our~~of business. ~~See~~In the ~~Risk~~opinion ~~Factor~~of ~~in Part 2~~management, ~~Item~~the 1Aoutcome of ~~this~~such ~~Report~~proceedings and litigation would not have a material adverse effect on the Company’s Condensed Consolidated financial statements.

~~Results~~20 Table of ~~Operations~~Contents

~~Results~~ITEM of2. ~~Operations~~MANAGEMENT’S ~~for~~DISCUSSION ~~the~~AND ~~Three~~ANALYSIS ~~and~~OF ~~Six~~FINANCIAL ~~Months ended~~CONDITION ~~June~~AND ~~30,~~RESULTS ~~2022 and~~OF ~~2021, Respectively~~OPERATION

~~Revenue~~Cautionary Note Regarding Forward Looking Statements

~~For~~This report contains forward-looking statements within the ~~three~~meaning ~~months~~of ~~ended~~the ~~June~~Private ~~30,~~Securities ~~2022~~Litigation ~~and~~Reform ~~2021~~Act of 1995, ~~the~~including ~~Company~~statements regarding management’s ~~revenue~~future ~~was~~plans $4for the Company,~~678~~ our liquidity and ability to raise capital,~~413~~ our business strategy and $1our future operations. All statements other than statements of historical facts contained in this report,~~229~~ including statements regarding our future financial position,~~733~~ liquidity, ~~respectively~~working capital sources, business strategy and plans and objectives of management for future operations, are forward-looking statements. The ~~increase~~words in“believe,” ~~revenue~~“may,” ~~between~~“estimate,” ~~periods~~“continue,” ~~was~~“anticipate,” ~~primarily~~“intend,” ~~attributable~~“should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to ~~commencement~~us, ofare ~~work~~intended ~~under~~to aidentify ~~new~~forward-looking ~~contract~~statements. ~~beginning~~We inhave ~~the~~based ~~first~~these ~~quarter~~forward-looking ofstatements ~~2022~~largely on our current expectations and anprojections ~~increase~~about infuture ~~work~~events ~~orders~~and ~~from~~financial ~~major~~trends ~~customers.~~that we believe may affect our financial condition, results of operations, business strategy and financial needs.

~~For~~The ~~the~~results ~~six~~anticipated ~~months~~by ~~ended~~any ~~June~~or 30all of these forward-looking statements might not occur. Important factors, ~~2022~~uncertainties and ~~2021~~risks that may cause actual results to differ materially from these forward-looking statements include the possibility that we are unable to raise capital as and when needed, the ~~Company~~ongoing impact of COVID-19, supply chain shortages and inflation and the Federal Reserve’s ~~revenue~~interest ~~was~~rate $6increases in response,~~622,191~~ the banking crisis and $2its impact on our capital raising efforts,~~823,727,~~ ~~respectively.~~and ~~The~~our ~~increase~~lack inof ~~revenue~~an ~~between~~operating ~~these~~history ~~periods~~and ~~was~~revenue. ~~primarily~~Further ~~attributable~~information toon the ~~same~~risk ~~reasons~~factors ~~referenced~~affecting ~~above~~our business is contained in “Risk Factors” of our Transition Report on Form 10-KT for the ~~corresponding~~transition ~~three~~period ~~month~~ended ~~periods~~September 30, 2022 originally filed on January 30, 2023. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

~~Cost~~Company ~~of Revenue~~Overview

~~For~~Prior to the ~~three~~Acquisition ~~months~~in ~~ended~~August ~~June 30, 2022 and~~ 2021, the Company’s ~~cost~~was ofa ~~revenue~~shell ~~was~~company ~~$3,012,570~~with ~~and~~no ~~$836~~operations. Following the Acquisition,~~928,~~ ~~respectively.~~we ~~The~~provide ~~Company’s~~specialty ~~gross~~infrastructure ~~profit~~contracting ~~margins~~services ~~were~~to ~~approximately~~market ~~36%~~participants in the telecommunications and ~~32%~~clean ~~for~~energy industries throughout the ~~three~~United ~~months~~States. ~~ended~~A ~~June~~proportion ~~30,~~of ~~2022~~our ~~and~~workforce ~~2021,~~is ~~respectively.~~staffed ~~The~~through ~~increase~~a unique in-house ~~gross~~program ~~profit~~through ~~margin~~which ~~between~~we ~~periods~~hire ~~was~~and ~~primarily~~train ~~due~~military veterans to provide construction and maintenance services to our ~~revenues~~customers, ~~increasing~~and ~~between~~we ~~periods~~also athire aemployees ~~higher~~with ~~rate~~skill ~~that~~and experience in our ~~expenses.~~fields and use third party independent contractors for our operations.

~~For~~Our ~~the~~business, ~~six~~which ~~months~~is ~~ended~~conducted ~~June~~primarily ~~30,~~through ~~2022 and 2021~~Mikab, ~~the~~consists ~~Company’s cost~~ of ~~revenue was $4,458,934 and $1,872,617, respectively. The Company’s gross profit margins were approximately 33% and 34% for~~ the ~~six months ended June 30, 2022 and 2021, respectively.~~following:

Operating Expenses

	·	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;

~~For~~21 ~~the~~Table ~~three months ended June 30, 2022 and 2021, the Company had operating expenses~~ of $1,036,653 and $274,710, respectively. The increase in operating expenses 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.Contents

~~For~~· ~~the~~site ~~six~~planning ~~months~~and ~~ended~~installation ~~June~~and ~~30,~~related ~~2022~~services ~~and~~for ~~2021~~clean energy systems, ~~the~~with ~~Company~~an ~~had~~initial ~~operating~~focus ~~expenses~~on ofEV ~~$1,658,247~~charging stations; and ~~$876,875,~~· ~~respectively.~~workforce ~~The~~development ~~increase~~with respect to the unique in-house ~~operating~~training ~~expenses~~program ~~between~~to ~~periods~~support ~~was~~the ~~primarily~~services ~~attributable~~we toprovide which is currently being provided at the ~~same~~parent ~~reasons~~company ~~referenced~~level ~~above~~and ~~for~~is in the ~~corresponding~~process ~~three~~of ~~month~~being ~~period~~transferred to a new subsidiary.

~~Operating~~Since ~~Income~~the Acquisition, we have continued our telecommunications service business, commenced training of veterans and negotiated with third parties about EV opportunities.

~~For~~Understanding ~~the~~Our ~~three~~Results ~~months ended June 30, 2022 and 2021, the Company had operating income~~ of ~~$629,190 and $118,095, respectively. The increase was primarily due to the increase in revenue, partially offset by an increase in operating expenses and cost of revenue year-over-year.~~Operations

~~For~~Revenue. ~~the~~We ~~six~~provide ~~months~~construction, ~~ended June 30~~installation, ~~2022~~maintenance and ~~2021,~~upgrade ~~operating~~services ~~income~~to ~~was~~our ~~$505,010~~customers. ~~and~~We ~~$74,235,~~derive ~~respectively,~~revenue ~~with~~from ~~the~~projects ~~increase~~performed ~~attributable~~under tomaster ~~the~~and ~~same~~other ~~reason~~service ~~referenced~~agreements ~~above~~as well as from contracts for specific projects requiring the ~~corresponding~~construction ~~three-month~~and ~~periods~~installation of an entire infrastructure system or specified units within an infrastructure system.

~~Net~~Costs ~~Income~~of Revenue, Excluding Depreciation. Costs of revenue, excluding depreciation, 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, excluding depreciation, include:

~~For~~Project ~~the~~Mix. ~~three~~The ~~months~~mix ~~ended~~of ~~June~~revenue ~~30,~~derived ~~2022~~from ~~and~~the ~~2021~~projects we perform impacts overall project margins, ~~the~~as ~~Company~~margin ~~had~~opportunities ~~net~~can ~~income~~vary ofby ~~$491,034~~project. ~~and~~For ~~$118~~example,~~095,~~ ~~respectively~~installation ~~The~~work, ~~-increase~~which inis ~~the~~often ~~three~~performed ~~months~~on ~~ended~~a ~~June~~fixed 30price basis, ~~2022~~has asa ~~compared~~higher tolevel ~~the~~of ~~three~~margin ~~months~~risk ~~ended~~than ~~June~~maintenance ~~30,~~or ~~2021~~upgrade work, ~~was~~which ~~primarily~~is ~~attributable~~often toperformed ~~the~~under ~~increased~~pre-established ~~revenue~~or intime ~~the~~and ~~2022~~materials ~~period~~pricing ~~coupled~~arrangements. ~~with~~As a ~~lower~~result, ~~increase~~changes in ~~expenditures~~project mix between installation work and maintenance or upgrade services can affect our project margins in ~~the~~a ~~same~~given period. Our project mix by industry can also affect our overall margins, as project margins can vary by industry and over time.

~~For~~Seasonality, ~~the~~Weather ~~six~~and ~~months~~Geographic ~~ended~~Mix. ~~June~~Seasonal 30patterns, ~~2022~~which ~~and~~can ~~2021~~be affected by weather conditions, ~~the~~can ~~Company~~have ~~had~~a ~~net~~significant ~~income~~effect on project margins. Adverse or favorable weather conditions can affect project margins in a given period. For example, extended periods of ~~$356~~rain or snowfall can negatively affect revenue and project margins due to reduced productivity from projects being delayed or temporarily halted. Conversely,~~314~~ when weather remains dry and ~~$423~~temperatures are accommodating,~~188~~ more work can be done, ~~respectively~~sometimes ~~The~~with ~~decrease~~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 ~~six~~particular ~~months~~characteristics ~~ended~~of ~~June~~the 30physical locations where work is being performed, ~~2022~~such as ~~compared~~mountainous toor ~~the~~rocky ~~six~~terrain ~~months~~versus ~~ended~~open ~~June~~terrain. 30Site conditions, ~~2021~~including ~~was~~unforeseen ~~primarily~~underground ~~attributable~~conditions, tocan ~~normal~~also ~~business~~affect ~~operations~~project margins. Presently, the vast majority of our telecommunications work is performed in New Jersey and Indiana.

~~Understanding~~22 ~~our~~Table ~~Operating~~of ~~Results~~Contents

~~Revenue~~Price ~~from~~and ~~our~~Performance ~~customers~~Risk. isOverall ~~obtained~~project ~~from~~margins ~~purchase~~may ~~orders~~fluctuate ~~submitted~~due ~~from time~~ to ~~time.~~project ~~Accordingly~~pricing, ~~the~~changes ~~Company’s ability to predict orders~~ in ~~future~~the ~~periods~~cost orof ~~trends~~labor ~~affecting~~and ~~orders~~materials, injob ~~future~~productivity ~~periods~~and iswork ~~limited~~volume. ~~The~~Job ~~Company’s~~productivity ~~ability~~can tobe ~~predict~~affected ~~revenue has become further limited~~ by ~~potential~~quality ~~disruption~~of ~~to its supply chains or changes in customer ordering patterns due to uncontrollable events such as~~ the ~~COVID-19~~work ~~pandemic~~crew and ~~geopolitical~~equipment, ~~turmoil. The Company’s ability to recognize revenue in~~ the ~~future~~quality ~~for its backlog~~ of ~~customer~~specifications ~~orders~~and ~~will~~designs, ~~depend~~availability onof ~~the~~skilled ~~Company’s ability to acquire~~labor, ~~assemble~~environmental ~~and~~or ~~deliver~~regulatory ~~products~~factors, ~~and~~customer ~~services~~decisions toor ~~the~~delays ~~customers~~ and ~~fulfill~~crew ~~its other contractual obligations in a timely manner~~productivity. InCrew ~~recent~~productivity ~~periods~~can webe ~~have~~influenced ~~faced~~by ~~challenges~~weather inconditions ~~meeting customer demand due to limitations in our operational~~ and ~~capital~~job ~~resources~~terrain, such as ~~more~~whether ~~particularly~~project ~~described~~work ~~under~~is ~~“Item~~in 1Aa –right ~~Risk~~of ~~Factors.”~~way ~~Additionally,~~that ~~significant~~is ~~uncertainty~~open ~~exists~~or ~~surrounding~~one ~~our~~that ~~future~~has ~~revenue~~physical ~~prospects~~obstructions ~~given~~or ~~our~~legal ~~dependence on a limited number of customers for the vast majority of our revenue~~encumbrances.

17Subcontracted ~~Table~~Resources. Our use of ~~Contents~~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 result, changes in the mix of subcontracted resources versus self-perform work can affect our overall project margins.

~~Liquidity~~Material and ~~Capital~~Labor ~~Resources~~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 significant amount of materials due to the fact that margins on materials are generally lower than margins on labor costs. Therefore, increases in the percentage of work with significant materials requirements could decrease our overall project margins.

~~The~~General ~~Company~~and ~~does~~Administrative ~~not~~Expense. ~~expect~~General ~~that~~and ~~existing~~administrative ~~operational~~expenses ~~cash~~consist ~~flow~~principally ~~will~~of becompensation ~~sufficient~~and tobenefit ~~fund~~expenses, ~~presently~~travel ~~anticipated~~expenses ~~operations~~ and ~~anticipated~~related ~~expansion~~costs ~~plans.~~for ~~The~~our ~~Company~~finance, ~~does~~benefits, ~~not~~insurance ~~have~~and ~~sufficient~~risk ~~working~~management, ~~capital~~legal, tofinancial ~~meet~~and ~~its~~other ~~cash~~professional ~~needs~~fees, ~~for~~facilities ~~the next 12 months. Accordingly~~upkeep, ~~the~~information ~~Company~~technology ~~will~~services ~~need~~and toexecutive ~~raise~~functions. ~~additional~~General ~~funds~~ and isadministrative ~~currently~~expenses ~~exploring~~also ~~alternative~~include ~~sources~~outside ofprofessional ~~financing.~~and ~~Historically,~~accounting ~~the Company raised capital through private placements~~fees, toexpenses ~~finance~~associated ~~working~~with ~~capital~~information ~~needs~~technology ~~and~~used ~~may~~in ~~attempt~~administration toof ~~raise~~the ~~capital~~business, ~~through~~acquisition ~~the~~costs, ~~sale~~including ofthose ~~common~~related ~~stock~~to oracquisition ~~other~~integration, ~~securities~~ and, ~~obtaining~~from ~~short-term loans~~time ~~from~~to ~~related~~time, ~~parties~~certain restructuring charges.

~~Other~~Interest ~~than~~Income ~~paying~~or ~~our~~Expense. ~~debt~~Interest ~~obligations~~expense asconsists ~~they~~of ~~come~~contractual ~~due,~~interest ~~the~~expense ~~Company~~on ~~intends~~outstanding todebt ~~utilize any available cash primarily for its continued operations and organic growth. However~~obligations, inamortization ~~order~~of todeferred ~~execute~~financing ~~our business plan~~costs, wenon-cash ~~will~~interest ~~need~~expense toassociated ~~raise~~with atthe ~~least~~fair anvalue ~~additional~~of $5warrants ~~million.~~treated Weas ~~are~~a ~~pursuing~~debt adiscount ~~new~~and ~~offering~~other ofinterest ~~Notes~~expense, ~~and~~including ~~Warrants~~interest inexpense ~~2022~~related ~~and~~to ~~may~~financing ~~seek~~arrangements. toInterest ~~raise~~expense upis tooffset $5by ~~million~~interest earned on acash ~~best~~and ~~efforts~~other ~~basis~~investments.

~~Overall,~~Other ~~there~~Income isor noExpense. ~~guarantee~~Other ~~that~~income ~~cash~~or ~~flow~~expense consists primarily of gains or losses from ~~our~~sales, ~~existing~~disposals of, or ~~future~~changes ~~operations~~in ~~and~~estimated ~~any~~recoveries ~~external~~from ~~capital~~assets ~~that~~and weinvestments, ~~may~~certain belegal/other ~~able~~settlements, togains ~~raise~~or ~~will~~losses befrom ~~sufficient~~changes to ~~meet~~estimated ~~our~~earn-out ~~expansion~~accruals ~~goals~~ and ~~working~~certain ~~capital~~purchase ~~needs~~accounting adjustments. .

AResults ~~summary~~ of ~~our cashflow activites for the six months ended June 30, 2022 and 2021 is as follows~~Operations

~~Cash~~Results ~~Flows~~of ~~used~~Operations byfor ~~Operating~~the ~~Activities:~~Three Months Ended December 31, 2022 Compared to the Three Months Ended December 31, 2021

For the six months ended June 30, 2022, net cash provided by operating activities was $1,707,973, compared to net cash provided by operating activities of $619,555 for the six months ended June 30, 2021. The increase in the 2022 period as compared to the 2021 period was primarily attributable to an increase in net accounts receivable and an increase in other assets, offset by an increase in other current liabilities and accounts payable.Revenue

~~Cash~~For ~~Flows~~the three months ended December 31, 2022 and 2021, the Company’s revenue was $3,778,706 and $1,769,485, respectively. The increase in revenue between periods was primarily attributable to increasing workflow from ~~Financing~~existing ~~Activities:~~clients and adding new clients throughout calendar the year.

~~For~~23 ~~the~~Table ~~six months ended June 30, 2022, the net cash provided by financing activities was $1,179,906 consisting~~ of proceeds from the factoring of accounts receivable, net of repayments of loans and notes payable, and for the six months ended June 30, 2021, net cash provided by financing activities was $283,306 consisting primarily of proceeds from loans and notes payable.Contents

~~Cash~~Cost ~~Flows~~of ~~from Investing Activities~~Revenue

WeFor ~~had~~the nothree ~~cash~~months ~~flows~~ended ~~used~~December in31, or2022 ~~provided~~and by2021, ~~investing~~the ~~activities~~Company’s incost of revenue was $2,420,127 and $1,361,415, respectively. The Company’s gross profit margins were approximately 36% and 23% for the ~~six~~three months ended ~~June~~December 3031, 2022 and 2021, respectively. The increase in gross profit margin between periods was primarily due to the increase of new business that had higher margins as compared to legacy customers.

~~For~~Operating the six months ended June 30, 2022, net income was $ 376,854. 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. Expenses

~~ITEM~~For 3the three months ended December 31, 2022 and 2021, the Company had operating expenses of $1,215,834 and $1,793,105, respectively. ~~QUANTITATIVE~~Operating ~~AND~~expenses ~~QUALITATIVE~~increased ~~DISCLOSURES~~in ~~ABOUT~~correlation ~~MARKET~~with ~~RISK~~our increase in revenue.

~~Not~~Operating ~~applicable.~~Income (loss)

~~ITEM~~For 4.the ~~CONTROLS~~Three ~~AND~~Months ~~PROCEDURES~~Ended December 31, 2022, the Company had operating income of $142,745, relative to an operating loss of $1,385,035 for the three months ended December 31, 2021.

~~Evaluation~~Interest ~~of Disclosure Controls and Procedures.~~Expense

WeFor ~~are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under~~ the ~~Securities~~three ~~Exchange~~months ~~Act~~ended ofDecember ~~1934. Based on his evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q~~31, ~~Mr.~~2022 ~~Kelley Dunne, who is presently serving as our Chief Executive Officer~~ and ~~Mr. Ross DiMaggio~~2021, ~~who~~the isCompany’s ~~presently~~interest ~~serving~~expense aswas ~~our Chief Financial Officer~~$584,822 ~~have concluded that our disclosure controls~~ and ~~procedures were not effective to ensure that the information relating to our company~~$78,126, ~~required~~respectively. toThe beincrease ~~disclosed~~ in ~~our~~interest ~~SEC~~expense ~~reports~~between ~~(i)~~periods iswas ~~recorded,~~primarily ~~processed,~~due ~~summarized~~to ~~and reported within~~ the ~~time~~addition ~~periods~~of ~~specified~~new inleases ~~SEC rules~~ and ~~forms,~~interest ~~and~~paid ~~(ii)~~on isconvertible ~~accumulated~~notes ~~and~~throughout ~~communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as~~ a ~~result~~12 ofmonth ~~material weaknesses in our internal control over financial reporting~~period.

~~Changes~~Recapitalization ~~in Internal Controls over Financial Reporting~~Expenses

~~There~~For ~~have been no changes in~~ the ~~Company’s~~three ~~internal~~months ~~control~~ended ~~over~~December ~~financial~~31, ~~reporting~~2021, ~~during~~ the ~~three-month~~Company ~~period~~incurred ~~covered~~non-recurring bycosts ~~this~~associated ~~report~~with ~~that~~Acquisition ~~have~~of ~~materially affected~~$239, ~~or are reasonably likely to materially affect~~721, ~~the~~which ~~Company’s~~were ~~internal~~not ~~control~~incurred ~~over~~in ~~financial reporting~~2022.

18Net ~~Table of Contents~~Income

~~PART~~For ~~II.~~the ~~OTHER~~Three ~~INFORMATION~~Months Ended December 31, 2022, the Company had a net loss of $442,077, relative to a net loss of $1,702,882 for the three months ended December 31, 2021 primarily due to the increase in revenue and improved margins.

~~ITEM~~Understanding 1.our ~~LEGAL~~Operating ~~PROCEEDINGS~~Results

~~From~~Revenue from our customers is obtained from purchase orders submitted from time- to- time. Accordingly, wethe ~~may~~Company’s ~~become~~ability ~~involved~~to inpredict ~~various~~orders ~~lawsuits~~in ~~and~~future ~~legal~~periods ~~proceedings,~~or ~~which~~trends ~~arise~~affecting orders in ~~the~~future ~~ordinary~~periods ~~course~~is ~~of business~~limited. ~~Litigation~~The isCompany’s ~~subject~~ability to ~~inherent~~predict ~~uncertainties,~~revenue ~~and~~has anbecome ~~adverse~~further ~~result~~limited inby ~~these~~potential disruption to its supply chains or ~~other~~changes ~~matters~~in ~~may~~customer ~~arise~~ordering ~~from~~patterns ~~time~~due to ~~time~~uncontrollable ~~that~~events ~~may~~such ~~harm~~as ~~our~~the ~~business~~COVID-19 pandemic and geopolitical turmoil. WeThe ~~are~~Company’s ~~currently~~ability ~~not~~to ~~aware~~recognize ofrevenue ~~any~~in ~~such~~the ~~legal~~future ~~proceedings~~for orits ~~claims~~backlog ~~that~~of customer orders will ~~have~~depend on the Company’s ability to acquire, ~~individually~~assemble orand indeliver products and services to the ~~aggregate,~~customers and fulfill its other contractual obligations in a ~~material~~timely ~~adverse~~manner. ~~effect~~In onrecent periods we have faced challenges in meeting customer demand due to limitations in our ~~business~~operational and capital resources, ~~financial~~as ~~condition~~more orparticularly ~~operating~~described ~~results~~under “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.

~~ITEM~~24 ~~1A.~~Table ~~RISK~~of ~~FACTORS~~Contents

~~The~~Liquidity ~~information presented below updates,~~ and ~~should~~Capital ~~be read in conjunction with, the risk factors and information disclosed in our Annual Report on Form10-K filed on April 22,2022.~~Resources

InCash ~~recent~~Flows ~~months~~used weby ~~have~~Operating ~~been unable to meet demand for our services due to operational limitations and a lack of working capital.~~Activities:

WeFor ~~have~~the ~~recently~~three ~~faced~~months ~~challenges~~ended inDecember ~~servicing certain customers’ work orders under existing master services agreements due to our limited equipment~~31, ~~workforce and working capital. Because of these limitations~~2022, ~~demand~~net ~~for~~cash ~~our~~used ~~infrastructure services has outpaced our ability to perform the services~~ in aoperating ~~timely~~activities ~~manner.~~was ~~As a result~~$574,178, wecompared ~~have not generated revenue~~ to ~~the~~net ~~extent~~cash orused ~~within~~in ~~the~~operating ~~time~~activities ~~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~~$1,647,444 iffor ~~this trend continues and we are unable to generate or raise sufficient capital or otherwise struggle to gain access to~~ the ~~equipment~~three ~~and~~months ~~personnel~~ended ~~needed~~December ~~to perform under existing or new contracts~~31, ~~our~~2021. ~~customers~~The ~~may~~decrease ~~reduce~~in orcash ~~terminate~~used ~~their~~in ~~agreements~~operating oractivities ~~work~~for ~~orders, prospective new customers may elect not to procure us, and~~ the ~~relatively~~2022 ~~higher~~period ~~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~~compared ~~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~~2021 ~~opportunities~~period ~~and~~was ~~our~~primarily ~~future~~attributable ~~prospects will also be diminished. Should we continue~~ to ~~struggle to provide~~ the ~~requested~~elimination ~~services~~of ~~due~~costs toassociated ~~our~~with ~~own~~raising ~~operational~~capital ~~and~~as ~~liquidity~~well ~~limitations and/or~~ as anon-recurring ~~result~~merger ~~of outside forces, it could materially harm our business and results of operations~~costs.

~~Our~~Cash ~~Chief~~Flows ~~Executive~~from ~~Officer~~Investing 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.Activities:

P.Our ~~Kelley~~net ~~Dunne,~~cash ~~our~~used ~~Chief~~in ~~Executive~~investing ~~Officer~~activities ~~and~~was ~~a director~~$105,819 ~~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 $10 ~~million~~for ~~payable to a third party under a Royalty Agreement which are past due, although~~ the ~~third~~three ~~party~~months ~~agreed~~ended toDecember ~~forbear the enforcement of its rights arising from the defaults until September 30~~31, 2022, ~~subject~~and ~~to certain conditions including the payment by Novation of $45~~2021,~~000.~~ ~~In addition, Mr~~respectively. ~~Dunne~~The ~~and~~increase ~~Novation~~in ~~pledged~~cash ~~their~~used ~~shares~~in ofinvesting ~~the~~activities ~~Company’s common stock to secure the payment of the obligations. If Novation~~ is ~~unable~~due to ~~repay its obligations and otherwise comply with~~ the ~~terms~~acquisition of ~~the~~fixed ~~forbearance~~assets ~~agreement~~during ~~or reach another accommodation with~~ the ~~third~~three ~~party~~months byended ~~the~~December ~~termination date of the forbearance agreement~~31, ~~the third party could sue Novation and Mr~~2022. 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~~Cash 2.Flows ~~UNREGISTERED~~from ~~SALES~~Financing ~~OF EQUITY SECURITIES AND USE OF PROCEEDS~~Activities:

~~None~~For the three months ended December 31, 2022, the net cash provided by financing activities was $649,503 primarily consisting of proceeds from the issuance of convertible notes, net of repayments of loans payable. For the three months ended December 31, 2021, net cash provided by financing activities was $2,313,871 consisting primarily of proceeds from loans and notes payable, net of repayments of loans payable.

~~ITEM~~Going ~~3. DEFAULTS UPON SENIOR SECURITIES~~Concern

~~None~~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 12 months following the date of these financial statements.

~~ITEM~~Because 4Americrew does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about Americrew’s ability to continue as a going concern. ~~MINE~~Therefore, ~~SAFETY~~Americrew ~~DISCLOSURES~~will need to raise additional funds and is currently exploring alternative sources of financing. Historically, Americrew raised capital through private placements of convertible debt and obtaining some short-term loans from related parties to finance its working capital needs and anticipate attempting to raise capital through similar or alternative means in the future. Specifically, we anticipate raising the additional funds to meet our financial obligations, working capital and growth capital requirements which will likely require us to issue equity linked and/or debt securities which will be dilutive to our current stockholders and/or could impose restrictions on our future operating and financing activities, and there can be no assurance that the Company will be successful in raising future capital on favorable terms or at all. See “Item 1A. - 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.

~~Not~~The ~~applicable~~Company had approximately $322,967 in cash on hand as of April 11, 2023. We will need to raise additional capital to fund our operations for the next 12 months. The $2,485,000 of 2021 Notes mature between October 4, 2023 and December 30, 2023.

~~ITEM~~25 5.Table ~~OTHER~~of ~~INFORMATION~~Contents

~~None.~~Our liquidity is primarily derived from financing transactions and revenue from our 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 12 months.

19We ~~Table~~are reliant upon completing one or more securities offerings in the future to continue our operations as planned and to meet our financial obligations. Because we were only able to raise $2,485,000 of ~~Contents~~the up to $15,000,000 sought in our prior private placement offerings which closed on December 31, 2021, we require additional capital to meet our financial obligation and working capital requirements for the next 12 months. To this end, 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; and this offering expired on March 31, 2023. We will therefore require additional capital in order to execute our business plan. Summaries of our recent financings are provided below and in Notes 2 and 10 - 12 to the accompanying financial statements contained in this Report, which summaries are incorporated herein by reference.

~~ITEM~~On 6January 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). ~~EXHIBITS~~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.

~~The~~Other ~~exhibits~~than ~~listed~~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 ~~accompanying~~furtherance ~~“Exhibit~~of ~~Index”~~these ~~are~~efforts, ~~filed~~the orCompany ~~incorporated~~raised $838,000 in 2022 by ~~reference~~issuing assecured ~~part~~convertible ofpromissory ~~this~~notes ~~Form~~and 10five-Qyear 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.

Incorporated by Reference

Filed or FurnishedHerewith

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).

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 ~~This~~Party ~~exhibit~~Bridge isLoans ~~being~~and ~~furnished~~Accompanying ~~rather~~Notes ~~than filed~~ and ~~shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.~~Warrants

~~Copies~~During ofthe ~~this~~period ~~report~~from ~~(including~~May 27 through August 11, 2021, certain insiders (the ~~financial~~“Related ~~statements~~Party Lenders”) ~~and~~made ~~any~~a total of ~~the~~$651,649 ~~exhibits~~of ~~referred~~bridge loans to ~~above~~the ~~will~~Company. beThese ~~furnished~~loans atare noevidenced ~~cost~~by promissory notes which bear interest at 12% to ~~our~~15% ~~stockholders~~per ~~who~~annum ~~make~~and awere ~~written~~originally ~~request~~due toupon ~~our~~the ~~Corporate~~earlier ~~Secretary~~of atthe ~~Americrew~~closing of the Acquisition or September 1, ~~Inc~~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, 21and ~~Omaha~~subsequently ~~Street~~agreed to modify the bridge notes, ~~Dumont~~the effect of which was to extend the indebtedness’ due date into 2023. For more information about these related party notes and warrants, NJsee ~~07628~~"Note 12 – Loans Payable - Related Party."

20Acquisition ~~Table of Contents~~Strategy

~~SIGNATURES~~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 and Notes which extend into late 2023.

~~Pursuant~~Impact ~~to the requirements~~ of ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~COVID-19

	AMERICREW, INC.
August 19, 2022	/s/ P. Kelley Dunne
	P. Kelley Dunne
	Chief Executive Officer(Principal Executive Officer)

The effects of the COVID-19 pandemic continue to impact certain aspects and geographies of the global economy due to supply chain, production and other logistical disruptions. While we continued to operate as a provider of essential services from the onset of the pandemic, during the course of the pandemic our operations and financial results were adversely impacted by governmental responses to the COVID-19 pandemic, including shut-down orders and limitations on work site practices implemented by governments. The longer-term implications of the COVID-19 pandemic on our financial performance remain uncertain and variable in the current economic environment including rising interest and inflation rates.

August 19, 2022	/s/ Ross DiMaggio
	Ross DiMaggio
	Chief Financial Officer(Principal Financial Officer)

We continue to monitor governmental vaccination and testing standards, or requirements related to COVID-19, as well as certain standards and guidance for preventing the spread of COVID-19. While the impact of these standards lessened beginning in 2022, we continue to monitor changes in these standards that may impact our business.

2126 Table of Contents

Critical Accounting Policies

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 align 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 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.

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

Not applicable.

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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 their evaluations as of the end of the period covered by this Quarterly Report on Form 10-Q, Mr. Brian Weis, who is presently serving as our President and Chief 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 principal executive officer and principal financial 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.

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 – 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

See our Transition Report on Form 10-KT filed on January 30, 2023 for a description of the principal risks and uncertainties we and our investors face.

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 former Chief Executive Officer and a current 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. We have no information on what occurred on or after September 30, 2022 but believe the default still exists. 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.

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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

On March 24, 2023, the Company’s Board of Directors approved, and the Company entered into an agreement providing for P. Kelley Dunne, the Company’s then Chief Executive Officer, to resign as Chief Executive Officer and become Executive Chairman as well as resigning from all other positions with the Company, except he remains a director. The Executive Chairman position has no duties or authority to bind the Company or any subsidiary, and is instead focused on the pursuit of capital raising, strategic partnerships, marketing and certain other efforts for the Company and its subsidiaries in an advisory capacity. As a result of the foregoing, the position of Chief Executive Officer became vacant, and Brian Weis, the Company’s Chief Operating Officer, was appointed President and is the Company’s senior executive officer. A description of Mr. Weis’ five-year business experience and compensatory arrangements are set forth in the Company’s Amendment No. 3 to the Transition Report on Form 10-KT/A filed on March 1, 2023.

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ITEM 6. EXHIBITS

The exhibits listed in the accompanying “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
10.1	Securities Purchase Agreement*	8-K	10/6/22	10.1
10.2	Form of Secured Convertible Promissory Note	8-K	10/6/22	10.2
10.3	Form of Class A Warrant	8-K	10/6/22	10.3
10.4	Form of Class B Warrant	8-K	10/6/22	10.4
10.5	Form of Guaranty Agreement	8-K	10/6/22	10.5
10.6	Form of Registration Rights Agreement	8-K	10/6/22	10.6
10.7	AmeriCrew Inc. 2022 Equity Incentive Plan**	8-K	12/19/22	10.1
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).

Certain schedules and other attachments have been omitted. The Company undertakes to furnish the omitted schedules and attachments to the Securities and Exchange Commission upon request.

Represents management contracts or compensatory plan or arrangement.

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.

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SIGNATURES

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

	AMERICREW, INC.

Date: April 17, 2023	By:	/s/ Brian Weis
		Brian Weis
		President (Principal Executive Officer)

Date: April 17, 2023	By:	/s/ Ross DiMaggio
		Ross DiMaggio
		Chief Financial Officer
		(Principal Financial Officer)

Filing Compare · AmeriCrew Inc.