UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended: ~~March~~June 3130, 2023

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

For the transition period from:

Commission File Number: 000-56176

AMERICREW, INC.

(Exact name of registrant as specified in its charter)

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

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

Indicate by 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 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 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 ~~May~~August 1215, 2023, the issuer had 15,784,424 shares of its common stock, $0.001 par value per share, outstanding.

AMERICREW, INC.

TABLE OF CONTENTS

		~~Page~~	Page
PART I - FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)	3	3
	Condensed Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and September 30, 2022	3
	Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and September 30, 2022		3
	Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2023 and 2022 (Unaudited)	4
	Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2023 and 2022 (Unaudited)		4
	Condensed Consolidated Statements of Changes in Stockholders' Deficit for the three and six months ended March 31, 2023 and 2022 (Unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders' Deficit for the three and nine months ended June 30, 2023 and 2022 (Unaudited)		5
	Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2023 and 2022 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2023 and 2022 (Unaudited)		6
	Notes to Unaudited Condensed Consolidated Financial Statements	7	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24	24
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	31	30
ITEM 4.	Controls and Procedures	31	30
PART II - OTHER INFORMATION			31
ITEM 1.	Legal Proceedings	32	31
ITEM 1A.	Risk Factors	32	31
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32	31
ITEM 3.	Defaults Upon Senior Securities	32	31
ITEM 4.	Mine Safety Disclosures	32	31
ITEM 5.	Other Information	32	31
ITEM 6.	Exhibits	33	32
SIGNATURES		34	33

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS.

AMERICREW, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2023			September 30, 2022
ASSETS	(Unaudited)
Current assets:
Cash	$	80,150		$	380,845
Accounts receivable - net of allowance for doubtful accounts		2,551,621			1,815,003
Prepaid and other current assets		191,902			659,726
Total current assets		2,823,673			2,855,574
Fixed assets, net		240,297			160,088
Operating leases right of use assets		581,550			694,734
Finance leases right of use assets		421,452			259,253
Total assets	$	4,066,972		$	3,969,649
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	1,071,846		$	1,721,985
Loans payable - insurance		125,065			380,799
Loans payable - equipment - current		10,993			—
Loans payable - equipment, related party - current		30,750			24,600
Notes payable - related party, net of debt discount of $206,834 at March 31, 2023		367,888			—
Convertible notes payable, net of debt discount of $900,179 at March 31, 2023 and $1,030,041 at September 30, 2022		2,422,821			1,699,959
Convertible note payable - accrued interest		123,118			143,555
Operating lease liability		138,607			140,516
Finance lease liability		158,788			44,219
Total current liabilities		4,449,876			4,155,633
Long-term liabilities:
Notes payable - related party, net of debt discount of $192,000 at September 30, 2022		—			370,429
Operating lease liability - non-current		486,227			560,068
Finance lease liability - non-current		262,664			209,182
Loans payable - equipment		26,566			—
Loans payable - stockholder		464,078			464,078
Loans payable - equipment, related party		12,300			24,600
Total liabilities		5,701,711			5,783,990
Contingencies
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, and 0 shares issued and outstanding as of March 31, 2023 and September 30, 2022		—			—
Common stock, $0.001 par value, 75,000,000 shares authorized, 15,784,424 and 15,764,424 shares issued and outstanding as of March 31, 2023 and September 30, 2022, respectively		15,784			15,764
Additional paid-in capital		2,655,858			1,983,201
Accumulated deficit		(4,306,381	)		(3,813,306	)
Total stockholders' deficit		(1,634,739	)		(1,814,341	)
Total liabilities and stockholders' deficit	$	4,066,972		$	3,969,649

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

	June 30, 2023			September 30, 2022
ASSETS	(Unaudited)
Current assets:
Cash	$	515,517		$	380,845
Accounts receivable - net of allowance for doubtful accounts		4,128,638			1,815,003
Prepaid and other current assets		9,195			659,726
Total current assets		4,653,350			2,855,574

Fixed assets, net		239,516			160,088
Operating leases right of use assets		652,092			694,734
Finance leases right of use assets		690,937			259,253
Total assets	$	6,235,895		$	3,969,649

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	983,976		$	1,721,985
Loans payable - insurance		56,656			380,799
Loans payable - equipment		15,918			—
Loans payable - equipment, related party		24,600			24,600
Notes payable - related party, net of debt discount of $137,889 at June 30, 2023		436,833			—
Convertible notes payable, net of debt discount of $650,259 at June 30, 2023 and $1,030,041 at September 30, 2022		2,672,741			1,699,959
Convertible note payable - accrued interest		195,653			143,555
Operating lease liability		182,284			140,516
Finance lease liability		192,959			44,219
Loan payable		1,780,018			—
Total current liabilities		6,541,638			4,155,633

Long-term liabilities:
Notes payable - related party, net of debt discount of $192,000 at September 30, 2022		—			370,429
Operating lease liability		520,234			560,068
Finance lease liability		497,978			209,182
Loans payable - equipment		17,661			—
Loans payable - equipment, related party		8,961			24,600
Loans payable - stockholder		464,078			464,078
Total liabilities		8,050,550			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 June 30, 2023 and September 30, 2022		—			—
Common stock, $0.001 par value, 75,000,000 shares authorized, 15,784,424 and 15,764,424 shares issued and outstanding as of June 30, 2023 and September 30, 2022, respectively		15,784			15,764
Additional paid-in capital		2,661,429			1,983,201
Accumulated deficit		(4,491,868	)		(3,813,306	)
Total stockholders' deficit		(1,814,655	)		(1,814,341	)
Total liabilities and stockholders' deficit	$	6,235,895		$	3,969,649

3The ~~Table~~accompanying notes are an integral part of ~~Contents~~these condensed consolidated financial statements.

~~AMERICREW,~~3 ~~INC.~~Table of Contents

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

	Quarter Ended						Six Months Ended
	March 31,			March 31,			March 31,			March 31,
	2023			2022 Restated			2023			2022
Revenues	$	3,775,347		$	1,943,778		$	7,554,054		$	3,713,263
Cost of revenues, exclusive of depreciation		2,333,061			1,446,364			4,752,956			2,807,779
Operating expenses:
General and administrative expenses		1,033,596			613,278			2,240,500			2,398,067
Depreciation		16,449			8,315			25,610			16,631
Total operating expenses		1,050,045			621,593			2,266,110			2,414,698
Operating income (loss)		392,241			(124,179	)		534,988			(1,509,214	)
Interest expense		443,239			248,754			1,028,063			326,880
Recapitalization expenses		—			—			—			239,721
Net loss	$	(50,998	)	$	(372,933	)	$	(493,075	)	$	(2,075,815	)
Loss per common share (Note 4):
Basic	$	0.00		$	(0.02	)	$	(0.03	)	$	(0.24	)
Diluted	$	0.00		$	(0.02	)	$	(0.03	)	$	(0.24	)
Weighted-average number of common shares outstanding:
Basic		15,777,757			15,764,424			15,771,017			8,792,584
Diluted		15,777,757			15,764,424			15,771,017			8,792,584

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

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

	Quarter Ended					Nine Months Ended
	June 30,			June 30,		June 30,			June 30,
	2023			2022		2023			2022
Revenues	$	4,156,141		$	4,678,413	$	11,710,195		$	8,391,676

Cost of revenues, exclusive of depreciation		2,814,336			3,012,570		7,606,833			5,820,349

Operating expenses:
General and administrative expenses		1,064,041			1,028,338		3,265,000			3,665,158
Depreciation		18,084			8,315		43,694			24,947
Total operating expenses		1,082,125			1,036,653		3,308,694			3,690,105

Operating income (loss)		259,680			629,190		794,668			(1,118,778	)

Interest expense		445,167			118,696		1,473,230			206,822
Recapitalization expenses		—			—		—			239,721
Federal and state tax expense		—			20,000		—			20,000
Net income (loss)	$	(185,487	)	$	490,494	$	(678,562	)	$	(1,585,321	)

Income (loss) per common share (Note 3):
Basic	$	(0.01	)	$	0.03	$	(0.04	)	$	(0.14	)
Diluted	$	(0.01	)	$	0.03	$	(0.04	)	$	(0.14	)

Weighted-average number of common shares outstanding:
Basic		15,784,424			15,764,424		15,775,486			11,116,531
Diluted		15,784,424			18,696,478		15,775,486			11,116,531

4The ~~Table~~accompanying notes are an integral part of ~~Contents~~these condensed consolidated financial statements.

~~AMERICREW,~~4 ~~INC.~~Table of Contents

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

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

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED)

	Common Stock				Preferred Stock						Additional Paid-in Capital			Accumulated Deficit			Total Deficit
	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	)
Balance as of 9/30/2022		15,764,424	$	15,764		—		$	—		$	1,983,201		$	(3,813,306	)	$	(1,814,341	)
Capital stock of deconsolidated company		—		—		—			—			(10,100	)		—			(10,100	)
Issuance of equity warrants		—		—		—			—			616,059			—			616,059
Conversion of Phone Brazil international equity		—		—		—			—			(17,550	)		—			(17,550	)
Imputed interest - equity contribution		—		—		—			—			5,827			—			5,827
Conversion of preferred stock		15,474,084		15,474		(3,094,000	)		(3,094	)		(12,380	)		—			—
Net loss for the three months ended December 31, 2022		—		—		—			—			—			(442,077	)		(442,077	)
Issuance of equity warrants		—		—		—			—			1,768,354			—			1,768,354
Balance as of 12/31/2022		15,764,424	$	15,764		—		$	—		$	2,605,087		$	(4,255,383	)	$	(1,634,532	)
Net loss for the three months ended December 31, 2021		—		—		—			—			—			(1,702,882	)		(1,702,882	)
Stock-based compensation		20,000		20		—			—			44,980			—			45,000
Balance as of 12/31/2021		15,764,424	$	15,764		—		$	—		$	1,816,660		$	(2,582,212	)	$	(749,788	)
Imputed interest - equity contribution		—		—		—			—			5,791			—			5,791
Net loss for the three months ended March 31, 2022		—		—		—			—			—			(372,933	)		(372,933	)
Net loss for the three months ended March 31, 2023		—		—		—			—			—			(50,998	)		(50,998	)
Balance as of 3/31/2022 (Restated)		15,764,424	$	15,764		—		$	—		$	1,816,660		$	(2,955,145	)	$	(1,122,721	)
Balance as of 3/31/2023		15,784,424	$	15,784		—		$	—		$	2,655,858		$	(4,306,381	)	$	(1,634,739	)
Imputed interest - equity contribution		—		—		—			—			5,571			—			5,571
Net loss for the three months ended June 30, 2023		—		—		—			—			—			(185,487	)		(185,487	)
Balance as of 6/30/2023		15,784,424	$	15,784		—		$	—		$	2,661,429		$	(4,491,868	)	$	(1,814,655	)

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

	Common Stock				Preferred Stock						Additional Paid-in Capital			Accumulated Deficit			Total Deficit
	Shares		Amount		Shares			Amount
Balance as of 9/30/2021		290,340	$	290		3,094,000		$	3,094		$	88,336		$	(879,330	)	$	(787,610	)
Capital stock of deconsolidated company		—		—		—			—			(10,100	)		—			(10,100	)
Conversion of Phone Brazil international equity		—		—		—			—			(17,550	)		—			(17,550	)
Conversion of preferred stock		15,474,084		15,474		(3,094,000	)		(3,094	)		(12,380	)		—			—
Issuance of equity warrants		—		—		—			—			1,768,354			—			1,768,354
Net loss for the three months ended December 31, 2021		—		—		—			—			—			(1,702,882	)		(1,702,882	)
Balance as of 12/31/2021		15,764,424	$	15,764		—		$	—		$	1,816,660		$	(2,582,212	)	$	(749,788	)
Net loss for the three months ended March 31, 2022		—		—		—			—			—			(372,933	)		(372,933	)
Balance as of 3/31/2022		15,764,424	$	15,764		—		$	—		$	1,816,660		$	(2,955,145	)	$	(1,122,721	)
Net income for the three months ended June 30, 2022		—		—		—			—			—			490,494			490,494
Balance as of 6/30/2022		15,764,424	$	15,764		—		$	—		$	1,816,660		$	(2,464,651	)	$	(632,227	)

5 The ~~Table~~accompanying notes are an integral part of ~~Contents~~these condensed consolidated financial statements.

~~AMERICREW,~~5 ~~INC.~~Table of Contents

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

	Six Months Ended
	March 31,			March 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(493,075	)	$	(2,075,815	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		25,610			16,631
Amortization of operating right of use assets		113,184			—
Amortization of finance right of use assets		78,004			—
Non-cash interest associated with amortization of debt discounts		731,087			326,016
Stock-based compensation		45,000			—
Changes in operating assets and liabilities:
Accounts receivable		(736,618	)		(426,404	)
Prepaid expenses and other current assets		467,824			301,691
Accounts payable and accrued liabilities		(650,139	)		(553,675	)
Other current liabilities		(20,437	)		638,210
Operating lease liabilities		(75,750	)		—
Financing lease liabilities		(72,152	)		—
Net cash used in operating activities		(587,462	)		(1,773,346	)
Cash flows from investing activities:
Acquisition of fixed assets		(105,819	)		—
Net cash used in investing activities		(105,819	)		—
Cash flows from financing activities:
Repayment of loans payable		(218,534	)		(345,093	)
Proceeds from related party loan		18,120			7,559
Proceeds from convertible notes		593,000			2,485,000
Premiums paid for stockholders’ life insurance		—			(23,435	)
Net cash provided by financing activities		392,586			2,124,031
Net increase / (decrease) in cash		(300,695	)		350,685
Cash at beginning of period		380,845			55,025
Cash at end of period	$	80,150		$	405,710
Supplemental disclosures:
Interest paid		158,749			13,046
Income taxes paid		—			1,875
Right of use assets obtained in exchange for new finance lease liabilities		240,203			—

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

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

	Nine Months Ended
	June 30,			June 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(678,562	)	$	(1,585,321	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		43,694			24,947
Amortization of operating right of use assets		165,930			—
Amortization of finance right of use assets		148,532			—
Non-cash interest associated with amortization of debt discounts		1,049,952			77,262
Stock-based compensation		45,000			—
Changes in operating assets and liabilities:
Accounts receivable		(2,313,635	)		(2,993,686	)
Prepaid expenses and other current assets		650,531			(317,668	)
Accounts payable and accrued liabilities		(738,009	)		332,554
Other current liabilities		52,098			1,116,495
Operating lease liabilities		(121,354	)		—
Financing lease liabilities		(142,680	)		—
Net cash used in operating activities		(1,838,503	)		(3,355,417	)

Cash flows from investing activities:
Acquisition of fixed assets		(164,531	)		—
Disposal of fixed assets		41,409			—
Net cash used in investing activities		(123,122	)		—

Cash flows from financing activities:
Proceeds from (repayment of) loans payable		(279,202	)		(316,674	)
Proceeds from revolving line of credit		1,780,018			—
Proceeds from factoring of accounts receivable		—			1,341,327
Proceeds from related party loan		2,481			7,559
Proceeds from convertible notes		593,000			2,485,000
Premiums paid for stockholders’ life insurance		—			(23,435	)
Net cash provided by financing activities		2,096,297			3,493,777

Net increase in cash		134,672			138,360
Cash at beginning of period		380,845			55,025
Cash at end of period	$	515,517		$	193,385

Supplemental disclosures:
Interest paid		158,749			13,046
Income taxes paid		—			2,890
Right of use assets obtained in exchange for new operating lease liabilities		119,022			—
Right of use assets obtained in exchange for new finance lease liabilities		553,986			—

6The ~~Table~~accompanying notes are an integral part of ~~Contents~~these condensed consolidated financial statements.

~~AMERICREW,~~6 ~~INC.~~Table of Contents

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

~~NOTE~~NOTES 1TO –CONDENSED ~~Change~~CONSOLIDATED inFINANCIAL ~~Fiscal Year~~ STATEMENTS

WeNOTE ~~changed~~1 ~~our~~– ~~fiscal~~Change ~~year-end from December 31 to September 30, effective September 30, 2022. Our results of operations, cash flows, and all transactions impacting shareholders deficit presented~~ in ~~this~~Fiscal ~~Form~~Year ~~10-Q are for the three and six months ended March 31, 2023 and 2022, unless otherwise noted.~~

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

NOTE 2 – Business, Basis of Presentation and Significant Accounting Policies

Americrew, Inc. (the “Company”, or “PhoneBrasil”) was organized in New Jersey as Donald Utz Engineering, Inc. in 1991. The Company later changed its name to PhoneBrasil International, Inc. and further filed a Registration of Alternate Name in the State of New Jersey for the use of the name PhoneBrasil International, Inc. (“we” or the “Company”).Business

~~The~~Americrew ~~Company subsequently became inactive and ceased operations~~Inc. ~~On February 14, 2020,~~ (the ~~Superior~~“Company”) ~~Court~~was oforganized in New Jersey ~~Equity Division appointed Custodian Ventures, LLC~~ as ~~the~~Donald ~~custodian for PhoneBrasil International, Inc., f/k/a~~ Utz ~~Technologies~~Engineering, Inc., ~~Civil~~in ~~Action No~~1991. ~~C-2-20,~~The ~~finding~~Company ~~that~~later ~~Custodian~~changed ~~Ventures,~~its ~~LLC~~name ~~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.

The Company subsequently became inactive and ceased operations. On ~~September~~February 1514, 2020, the ~~Company~~Superior ~~issued~~Court 18of New Jersey Equity Division appointed Custodian Ventures,~~000~~ LLC as the custodian for PhoneBrasil International,~~000~~ ~~shares~~Inc., off/k/a $0Utz Technologies, Inc.~~00001~~, ~~par~~Civil ~~value~~Action ~~common~~No. ~~stock~~C-2-20, tofinding that Custodian Ventures, LLC had exhausted all reasonable means of serving the Summons and Complaint in ~~return~~the ~~for~~action ato ~~reduction~~the officers and directors of $5PhoneBrasil International,~~000~~ ofInc., f/k/a Utz Technologies, Inc., and thereby deemed to have served the ~~interest~~Summons and Complaint pursuant to Rule 4:4-~~free~~4(b)(3) ~~demand~~and ~~loans~~the ~~issued~~officers and directors failed to answer or respond in the ~~Company~~time allotted by ~~Custodian~~Rule ~~Ventures,~~1:20-6.2. ~~LLC~~There was no opposition.

On September 3015, 2020, the Company ~~filed~~issued ~~a Restated Certificate of Incorporation which increased the authorized shares to 300~~18,000,000 shares of $0.00001 par value common stock ~~and~~to 10Custodian Ventures,~~000,000~~ ~~shares~~LLC ofin ~~preferred~~return ~~stock~~for ~~each with~~ a ~~par~~reduction ~~value~~ of $~~0.000001~~5,000 ~~per~~of ~~share.~~the ~~The~~interest-free ~~preferred~~demand ~~shares~~loans ~~are~~issued ~~convertible~~ to ~~common~~the ~~shares~~Company atby aCustodian ~~ratio~~Ventures, ~~of 30 to 1~~LLC.

~~The~~On ~~increase~~September in30, ~~the~~2020, ~~shares~~ the Company isfiled ~~authorized~~a toRestated ~~issue~~Certificate ~~was~~of ~~made~~Incorporation ~~because~~which ~~Management~~increased ~~believed that it would better position~~ the ~~Company~~authorized inshares ~~its efforts~~ to ~~make~~300,000,000 ~~acquisitions~~shares of ~~viable~~common ~~business entities on a~~ stock ~~for~~and ~~stock~~10,000,000 ~~basis.~~shares ~~The Board~~ of ~~Directors~~preferred ~~further~~stock ~~believed~~each itwith ~~would~~a ~~benefit~~par ~~the~~value ~~shareholders~~of to$0.000001 ~~have~~per ashare. ~~substantial~~The ~~number~~preferred ~~of unreserved~~ shares ~~available~~are ~~for~~convertible ~~issuance~~to socommon ~~that adequate~~ shares ~~may~~at bea ~~available~~ratio ~~for~~of ~~the~~30 ~~possible~~to ~~business combination or acquisition~~1.

On October 5, 2020, the Company issued 10,000,000 shares of Series A Preferred Stock to Custodian Ventures, LLC in return for a reduction of $10,000 of related party debt that had been extended to the Company.

Effective December 9, 2020, DR Shell LLC, a Delaware limited liability company (the “Buyer”) purchased from Custodian Ventures LLC (the "Seller"), 18,000,000 shares of the common stock of the Company, representing approximately 62% of the outstanding Common Stock of the Company, and (ii) 10,000,000 shares of Series A Convertible Preferred Stock of the Company, for a total purchase price of $245,000~~, paid in cash~~. The ~~funds were provided by the Buyer’s members. The~~ shares were acquired pursuant to a Stock Purchase Agreement, dated December 9, 2020 (the “SPA”), by and among the Seller, the Buyer, and David Lazar, then Chief Executive Officer of the Company and managing director of Custodian Ventures, LLC. Additionally, under the terms of the SPA, Mr. Lazar forgave $41,229 in related-party loans.

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

~~Under~~On ~~the~~August ~~terms of the SPA~~12, ~~effective December 9~~2021, ~~2020,~~the ~~Mr.~~Company ~~Lazar~~executed ~~resigned~~a asShare ~~the~~Exchange ~~Chief~~Agreement ~~Executive~~with ~~Officer,~~Mikab ~~Treasurer,~~Corporation ~~and~~("Mikab"). ~~Secretary~~The ~~of the~~ Company, ~~and~~exchanged Mr94.2% ~~DiMaggio~~of ~~was~~its ~~appointed~~outstanding ascommon ~~the~~stock ~~sole~~for ~~director,~~the ~~Chief~~capital ~~Executive~~stock ~~Officer, Treasurer, and Secretary~~ of ~~the Company~~Mikab.

7On ~~Table~~August 12, 2021, the Company executed a Share Exchange Agreement with Mikab Corporation ("Mikab"). The Company exchanged 94.2% of ~~Contents~~the outstanding PhoneBrasil Common Stock for the capital stock of Mikab.

On ~~August~~September 1213, 2021, the Company ~~executed~~increased ~~a Share Exchange Agreement with Mikab Corporation ("Mikab"). The Company exchanged 94.2% of~~ the ~~outstanding~~authorized ~~PhoneBrasil~~common ~~Common Stock for the capital~~ stock ofto ~~Mikab~~1,650,000,000 shares.

On7 ~~September~~Table ~~13,~~of ~~2021, the Company increased the authorized common stock to 1,650,000,000 shares.~~ Contents

On November 16, 2021, the Company filed a Second Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) with the New Jersey Secretary of State pursuant to the New Jersey Business Corporation Act (the “NJBCA”). The Amendment made the following changes:

	1.	Changed the name of the company to Americrew, Inc.

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

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

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

Under guidance of Accounting Standards Codification ("ASC") 805-10-55-11 through 15, Mikab has been identified as the acquirer for accounting purposes.

AmeriCrew and Mikab (together, the "Company") are each service companies engaged in the business of building a national infrastructure involving the installation of rural wireless telecommunication cables, upgrading wireless communications towers and other above-ground infrastructure ~~and, going forward, providing planning, installation, maintenance and upgrade services with respect to electronic vehicle (EV) charging stations~~.

The Company provides specialty infrastructure contracting services to market participants in the telecommunications ~~and~~industry ~~clean energy industries~~ throughout the United States. A ~~proportion~~portion of the Company’s workforce is staffed through a unique in-house program through which the Company hires and trains military veterans to provide construction and maintenance services to customers.

The Company’s operations are predominantly focused on its telecommunications infrastructure services business ~~and clean energy industries~~ in the geographic area of New Jersey and Indiana.

The Company’s chief operating decision maker has been identified as the ~~Chief~~President ~~Operating Officer~~, who reviews consolidated results when making decisions about allocating resources and assessing the performance of the Company. The ~~Chief~~President ~~Operating Officer~~ determined the Company operates under one reportable segment with ~~four~~two business units: Wireless, ~~Fiber Clean Energy~~ and ~~Workforce Development~~Fiber.

Basis of Presentation

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 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.

8From ~~Table~~an accounting perspective, the condensed consolidated financial statements of ~~Contents~~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.

~~From~~8 anTable ~~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. Contents

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date these financial statements are issued.

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through private placements of convertible debt and warrants and obtaining short-term loans from related parties, to finance working capital needs, and may attempt to raise capital through the sale of common stock or other securities and obtaining additional loans from related parties. There can be no assurance that the Company will be successful in raising future capital.

The Company had $67146,~~226~~652 in cash on hand as of ~~May~~August 1215, 2023. The Company will need to raise additional capital to fund its operations for the next twelve months and to repay its short-term debt and the convertible promissory notes. A total of $2,485,000 of the senior secured promissory notes mature between October 4, 2023, and December 30, 2023 and a total of $838,000 of the senior secured promissory notes mature between September 30, 2024 and December 29, 2024. ~~In addition, the Company owes $464,078 to the estate of a family member of its Chief Operating Officer which is due January 1, 2025.~~

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 twelve months.

The Company is reliant upon completing one or more securities offerings in the future to continue its operations as planned and to meet its financial obligations as they become due. Because the Company was only able to raise $2,485,000 of the up to $15,000,000 sought in its prior 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 second offering expired on March 31, 2023. WeDuring ~~will~~June ~~therefore~~2023, ~~require~~the ~~additional~~Company ~~capital~~entered ininto ~~order~~a toLoan ~~execute~~and ~~our~~Security ~~business~~Agreement ~~plan~~with Thermo Communications Funding, LLC which provides for a $2,000,000 revolving line of credit facility. As of June 30, 2023, there was $1,780,018 outstanding under the revolving line of credit facility.

We believe substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

~~Use~~On June 9, 2023 the Company entered into a secured loan agreement with a third party which caused a default in outstanding convertible notes issued by the Company from October 2021 to December 2022 (the “Prior Notes”). This default results in an increase to the interest rate of ~~Estimates~~the Prior Notes from 8% to 18%. See Note 8. Loans Payable.

~~The~~Use ~~preparation~~ of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities as of the reporting date of these condensed consolidated financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these condensed consolidated 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.Estimates

9The ~~Table~~preparation of ~~Contents~~the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities as of the reporting date of these condensed consolidated financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these condensed consolidated 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.

~~Principles~~9 Table of ~~Consolidation~~Contents

~~These~~Principles ~~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.Consolidation

~~Management’s~~These ~~Representation~~condensed consolidated financial statements include the accounts of ~~Interim~~AmeriCrew, ~~Condensed~~Mikab ~~Consolidated~~Corporation ~~Financial~~and ~~Statements~~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.

~~The~~Management’s ~~accompanying~~Representation ~~unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations~~ of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual consolidated financial statements. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed, consolidated, or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to fairly present the financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim ~~results~~Condensed ~~are~~Consolidated ~~not~~Financial necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the period ended September 30, 2022, as presented in the Company’s Transition Annual Report on Form 10-KT for the nine month transition period ended September 30, 2022 filed with the SEC on January 30, 2023 as amended.Statements

~~Significant~~The ~~Accounting~~accompanying ~~Policies~~unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual consolidated financial statements. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed, consolidated, or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to fairly present the financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the period ended September 30, 2022, as presented in the Company’s Transition Annual Report on Form 10-KT for the nine month transition period ended September 30, 2022 filed with the SEC on January 30, 2023 as amended.

~~The~~Significant ~~following~~Accounting isPolicies ~~a summary of significant accounting policies followed in the preparation of the accompanying condensed consolidated financial statements.~~

~~Accounts~~The ~~Receivable~~following ~~and~~is ~~Allowance~~a ~~for~~summary ~~Doubtful~~of ~~Accounts~~significant accounting policies followed in the preparation of the accompanying condensed consolidated financial statements.

Accounts ~~receivable~~Receivable ~~are~~and ~~stated~~Allowance ~~at their full collectible value less an allowance~~ for ~~doubtful~~Doubtful ~~accounts for any receivables over six months old or which was deemed doubtful of collection.~~ Accounts receivable balances that are still outstanding after the Company 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.

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

Accounts receivable are stated at their full collectible value less an allowance for doubtful accounts for any receivables over six months old or which was deemed doubtful of collection. Accounts receivable balances that are still outstanding after the Company 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.

On January 28, 2022, Mikab entered into a non-recourse Factoring and Security Agreement (the “Factoring Agreement”) with Tower Cap LLC (the “Purchaser”), under which the Purchaser agreed to purchase selected Mikab accounts receivable (subject to a required reserve). The Purchaser retains the right to purchase such accounts as it deems appropriate. Under the Factoring Agreement, the amount advanced to Mikab varies by account debtor. The fees include interest ranging from 1.95% per month for accounts due in 30 days to 1.75% for accounts due in 90 days in addition to other fees which Mikab will be charged in the ordinary course of the relationship. The Purchaser also has a security interest (subject to that of the holders of the 2021 Notes described in Note 13) in all accounts receivable and other assets of Mikab.

	June 30, 2023			September 30, 2022
Accounts Receivable – Total	$	4,513,512		$	1,880,003
Less: Allowance for Doubtful Accounts		(384,874	)		(65,000	)
Accounts Receivable – Net	$	4,128,638		$	1,815,003

10On ~~Table~~January 28, 2022, Mikab entered into a non-recourse Factoring and Security Agreement (the “Factoring Agreement”) with Tower Cap LLC (the “Purchaser”), under which the Purchaser agreed to purchase selected Mikab accounts receivable (subject to a required reserve). The Purchaser retains the right to purchase such accounts as it deems appropriate. Under the Factoring Agreement, the amount advanced to Mikab varies by account debtor. The fees include interest ranging from 1.95% per month for accounts due in 30 days to 1.75% for accounts due in 90 days in addition to other fees which Mikab will be charged in the ordinary course of ~~Contents~~the relationship. The Purchaser also has a security interest (subject to that of the holders of the 2021 Notes described in Note 12) in all accounts receivable and other assets of Mikab. On June 8, 2023, the Factoring Agreement was terminated, requiring the Company to payout the entire balance of the factored receivables. Future collections from customers will be remitted to the Company, therefore the payment amount was recognized as a receivable from TowerCap of $785,205, which is included in accounts receivable as of June 30, 2023.

~~Revenue~~10 ~~Recognition~~Table of Contents

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

~~Under~~The Company adopted Accounting Standards Codification (“ASC”) 606 — Revenue from Contracts with Customers (“ASC 606”) as of January 1, a2019, ~~performance~~using ~~obligation~~the ismodified aretrospective ~~promise~~method. ~~within~~This amethod ~~contract~~allows tothe ~~transfer~~Company ato ~~distinct~~apply ~~good~~ASC or606 ~~service,~~to ornew acontracts ~~series~~entered ofinto ~~distinct~~after ~~goods~~January ~~and~~1, ~~services~~2019, and to aits ~~customer.~~existing ~~Revenue~~contracts isfor ~~recognized~~which ~~when~~revenue ~~performance~~earned ~~obligations~~through ~~are~~December ~~satisfied~~31, ~~and~~2018, has been recognized under the ~~customer~~guidance ~~obtains~~in ~~control~~effect ofprior ~~promised~~to ~~goods~~the oreffective ~~services~~date of ASC 606. The ~~amount~~revenue recognition processes the Company applied prior to the adoption of ~~revenue~~ASC ~~recognized~~606 ~~reflects~~aligned with the ~~consideration~~recognition toand ~~which~~measurement guidance of the ~~Company~~new ~~expects~~standard, totherefore beadoption ~~entitled~~of toASC ~~receive~~606 indid ~~exchange~~not ~~for~~require ~~goods~~a orcumulative ~~services~~adjustment to opening equity in 2019.

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

~~Customers~~Under ~~are~~the ~~billed~~standard, asa ~~work~~contract’s istransaction ~~completed~~price ~~and~~is ~~accepted.~~allocated ~~Extended~~to ~~contracts~~each ~~are~~distinct ~~billed~~performance inobligation. ~~segments~~To asdetermine ~~completed.~~revenue ~~The~~recognition ~~amount~~for ofarrangements ~~unbilled~~that ~~work~~the inCompany ~~process~~determines atare within the ~~end~~scope of aASC ~~period~~606, isthe ~~immaterial~~Company toperforms the ~~financial~~following ~~statements~~five ~~taken~~steps: as(i) aidentifies ~~whole.~~the Ifcontracts with a ~~contract~~customer; ~~has~~(ii) ~~been~~identifies ~~completed~~the ~~and~~performance ~~accepted~~obligations ~~but~~within ~~not~~the ~~billed~~contract; at(iii) determines the ~~end~~transaction ofprice; ~~the~~(iv) ~~year,~~allocates the ~~contract~~transaction price isto ~~accrued~~the asperformance ~~sales~~obligations in the ~~period~~contract; ~~completed~~and (v) recognizes revenue when, or as, the Company satisfies each performance obligation.

~~Fixed~~Customers ~~assets~~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, ~~net~~the contract price is accrued as sales in the period completed.

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

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

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

Depreciation expense related to fixed assets amounted to approximately $25,600 and $16,600 for the six months ended March 31, 2023 and 2022, respectively.

	June 30, 2023			September 30, 2022
Trucks and automobiles	$	590,890		$	867,388
Equipment		213,447			293,543
Improvements		381,300			381,300
Total fixed assets		1,185,636			1,542,231
Less: accumulated depreciation		(946,120	)		(1,382,143	)
Fixed assets, net	$	239,516		$	160,088

~~The~~Depreciation ~~Company~~expense ~~reviews~~related ~~its~~to ~~long-lived assets, consisting of~~ fixed assets, ~~for~~amounted impairment whenever events or circumstances exist that indicate the carrying amount of an asset or asset group may not be recoverable. The recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset or asset group to ~~the~~approximately ~~future~~$18,084 ~~undiscounted~~and ~~cash~~$43,694 ~~flows~~for ~~expected to be generated by that asset group. If~~ the ~~asset~~three orand ~~asset~~nine ~~group~~months isended ~~considered~~June to30, be2023, ~~unrecoverable~~respectively, anand ~~impairment~~$8,315 ~~loss~~and is$24,947 ~~recorded to adjust the carrying amounts to the estimated fair value. No impairment expenses were recorded~~ for the three orand ~~six~~nine months ended ~~March~~June 3130, ~~2023 and March 31~~2022, ~~2022~~respectively.

11The ~~Table~~Company reviews its long-lived assets, consisting of ~~Contents~~fixed assets, for impairment whenever events or circumstances exist that indicate the carrying amount of an asset or asset group may not be recoverable. The recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset or asset group to the future undiscounted cash flows expected to be generated by that asset group. If the asset or asset group is considered to be unrecoverable, an impairment loss is recorded to adjust the carrying amounts to the estimated fair value. No impairment expenses were recorded for the nine months ended June 30, 2023 and 2022.

~~Recapitalization~~11 ~~Expenses~~Table of Contents

~~For~~Recapitalization ~~the six months ended March 31, 2022, the Company recognized non-recurring costs, associated with the merger transaction described above, of approximately $240,000.~~Expenses

~~Income~~For ~~(Loss)~~the ~~per~~nine ~~Share~~months ended June 30, 2022, the Company recognized non-recurring costs, associated with the merger transaction described above, of approximately $240,000.

WeIncome ~~compute basic income~~ (~~loss~~Loss) per ~~common~~Share share by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. We compute diluted income (loss) per common share by dividing net income (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 income (loss) per common share if the effect of including them would be antidilutive.

~~Income~~We ~~Tax~~compute basic income (loss) per common share by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. We compute diluted income (loss) per common share by dividing net income (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 income (loss) per common share if the effect of including them would be antidilutive.

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

~~The~~As ~~Company is~~ a Cresult ~~Corporation~~of ~~for~~the ~~federal~~stock ~~income~~transactions ~~tax~~on ~~purposes.~~August ~~Income taxes include U.S. federal~~12, ~~state~~2021, ~~and~~the ~~local~~Company ~~taxes,~~Subchapter ~~and~~S ~~deferred~~election ~~taxes~~has ~~arising~~been ~~from temporary differences between income for financial reporting and income tax purposes~~terminated. ~~These~~As ~~differences~~of ~~are~~that ~~primarily~~date ~~related~~forward to the ~~allowance~~Company ~~for~~is ~~doubtful~~be ~~accounts,~~treated ~~prepaid~~as ~~expenses,~~a ~~and~~taxable ~~various~~C ~~accruals~~corporation. ~~Deferred~~Separate ~~tax~~short ~~assets~~year ~~and liabilities are determined based on the difference between the consolidated financial statement balances and the~~ tax ~~bases~~returns ~~of assets and liabilities using enacted tax rates in effect~~ for ~~the~~S ~~years in which the differences are expected to reverse. The effect on deferred tax assets~~ and ~~liabilities~~C ofCorporations awere ~~change~~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 ~~realized.~~filed ~~Deferred~~for ~~tax assets and liabilities are aggregated and shown as a net non-current amount on the accompanying consolidated balance sheet~~2021.

AnThe ~~uncertain~~Company ~~tax~~is ~~position~~a inC aCorporation for federal income tax ~~return~~purposes. isIncome ~~recognized~~taxes ininclude ~~the~~U.S. ~~consolidated~~federal, ~~financial~~state, ~~statements~~and ~~when~~local ittaxes, isand ~~more~~deferred ~~likely~~taxes ~~than~~arising ~~not~~from ~~that~~temporary ~~the~~differences ~~position~~between ~~would~~income befor ~~sustained~~financial ~~upon~~reporting ~~examination~~and byincome ~~taxing~~tax ~~authorities~~purposes. AThese ~~recognized~~differences ~~tax~~are ~~position~~primarily isrelated ~~then~~to ~~measured~~the atallowance ~~the~~for ~~largest~~doubtful ~~amount~~accounts, ofprepaid ~~benefit~~expenses, ~~that~~and ~~has~~various ~~greater~~accruals. ~~than~~Deferred atax ~~50%~~assets ~~likelihood~~and ofliabilities ~~being~~are ~~realized~~determined ~~upon~~based ~~ultimate~~on ~~settlement.~~the ~~Accounting~~difference ~~provisions~~between ~~also~~the ~~require~~consolidated ~~that~~financial astatement ~~change~~balances inand ~~judgment~~the ~~that~~tax ~~results~~bases inof ~~subsequent~~assets ~~recognition,~~and ~~derecognition,~~liabilities orusing ~~change~~enacted tax rates in aeffect ~~measurement~~for ofthe ayears ~~tax~~in ~~position~~which ~~taken~~the indifferences aare ~~prior~~expected ~~annual~~to ~~period~~reverse. ~~(including~~The ~~any~~effect ~~related~~on ~~interest~~deferred ~~and~~tax ~~penalties)~~assets beand ~~recognized~~liabilities asof a ~~discrete~~change ~~item~~in tax rates is recognized in income in the ~~period~~years inthat ~~which~~include the ~~change~~enactment ~~occurs~~date. ~~The~~Valuation ~~Company~~allowances ~~regularly~~are ~~evaluates~~established ~~the~~when ~~likelihood~~necessary ofto ~~recognizing~~reduce ~~the~~deferred ~~benefit~~tax ~~from~~assets ~~income~~to amounts expected to be realized. Deferred tax ~~positions~~assets ~~taken~~and inliabilities ~~various~~are ~~federal~~aggregated and ~~state~~shown ~~filings~~as bya ~~considering~~net ~~all~~non-current ~~relevant~~amount ~~facts,~~on ~~circumstances,~~the ~~and~~accompanying ~~information~~consolidated ~~available.~~balance sheet.

~~The~~An ~~Company~~uncertain ~~evaluates~~tax ~~all~~position ~~significant~~in a tax ~~positions~~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. AsA ofrecognized ~~March~~tax ~~31,~~position ~~2023,~~is then measured at the ~~Company~~largest ~~does~~amount ~~not~~of ~~believe~~benefit that it has ~~any~~greater ~~significant~~than ~~tax~~a ~~positions~~50% likelihood of being realized upon ultimate settlement. Accounting provisions also require that ~~would~~a ~~result~~change in ~~additional~~judgment ~~tax~~that ~~liability~~results in subsequent recognition, ~~nor~~derecognition, ~~does~~or itchange ~~believe~~in ~~that~~a ~~there~~measurement ~~are~~of ~~any~~a tax ~~benefits~~position ~~that~~taken ~~would~~in ~~increase~~a orprior ~~decrease~~annual ~~within~~period (including any related interest and penalties) be recognized as a discrete item in the ~~next~~period ~~twelve~~in ~~months~~which the change occurs. The Company regularly evaluates the likelihood of recognizing the benefit from income tax positions taken in various federal and state filings by considering all relevant facts, circumstances, and information available.

The Company’s ~~policy~~evaluates isall tosignificant ~~include~~tax ~~interest~~positions. ~~and~~As ~~penalties,~~of ifJune ~~any~~30, ~~within~~2023, the ~~provision~~Company ~~for~~does ~~taxes~~not inbelieve ~~the~~that ~~consolidated~~it ~~statement~~has ofany ~~operations.~~significant Totax ~~date,~~positions ~~there~~that ~~have~~would ~~been~~result noin ~~interest~~additional ortax ~~penalties~~liability, ~~charged~~nor indoes ~~relation~~it tobelieve ~~unrecognized~~that there are any tax benefits. that would increase or decrease within the next twelve months.

The Company’s ~~income~~policy ~~tax~~is ~~returns~~to ~~are~~include ~~subject~~interest toand ~~examination~~penalties, byif ~~appropriate~~any, ~~taxing~~within ~~authorities.~~the Asprovision for taxes in the consolidated statement of ~~March~~operations. ~~31,~~To ~~2023~~date, ~~the~~there ~~Company’s~~have ~~federal~~been ~~and~~no ~~state~~interest ~~income~~or ~~tax~~penalties ~~returns~~charged ~~for~~in ~~2021~~relation ~~remain~~to ~~open~~unrecognized tax benefits.

12The ~~Table~~Company’s income tax returns are subject to examination by appropriate taxing authorities. As of ~~Contents~~June 30, 2023, the Company’s federal and state income tax returns for 2022 and 2021 remain open.

~~New~~12 ~~Accounting~~Table ~~Standards~~of Contents

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

~~Recently~~In ~~Issued~~February ~~Accounting~~2016, ~~Standards~~the ~~Not~~FASB ~~Yet~~issued ~~Adopted~~new lease accounting guidance in ASU No. 2016-02, Leases-Topic 842, which has been codified in ASC 842, Leases. Under this new guidance, lessees are required to recognize for all leases (with the exception of short-term leases): 1) a lease liability equal to the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and 2) a right-of-use asset which will represent the lessee’s right to use, or control the use of, a specified asset for the lease term. This standard was effective for AmeriCrew in the annual reporting period beginning after December 31, 2021. The new standard was adopted as of January 1, 2022, using the modified retrospective approach. As of June 30, 2023, a right of use operating lease asset of $652,092, a right of use finance lease asset of $690,937, an operating lease liability of $702,518 and a finance lease liability of $690,937 are recorded on the Company’s consolidated financial statements.

InRecently ~~June~~Issued ~~2016, the FASB issued~~ Accounting Standards ~~Update~~Not ~~(“ASU”)~~Yet 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and will be applied as a cumulative-effect adjustment to retained earnings. The Company is currently evaluating the impact of the pending adoption of the new standard on its consolidated financial statements and intends to adopt the standard on October 1, 2023.Adopted

~~NOTE~~In 3June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, ~~Restatement~~Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and will be applied as a cumulative-effect adjustment to retained earnings. The Company is currently evaluating the impact of the pending adoption of the new standard on its consolidated financial statements and intends to adopt the standard on October 1, 2023.

AsNOTE ~~result~~3 of- ~~errors~~INCOME/(LOSS) ~~identified~~PER in our previously filed consolidated financial statements for the year ended December 31, 2021, and our previously filed interim condensed consolidated financial statements for the three month period ended March 31, 2021, we have restated our prior condensed consolidated financial statements. Those errors and restatements are as follows. We corrected interest expense for the three months ended March 31, 2022, related to the valuation of warrants issued with notes payable and convertible debt. We also corrected certain clerical errors and presentation items in our condensed consolidated statement or operations and statement of changes in equity, for the three months ended March 31, 2022. Those are summarized as follows: SHARE

13The ~~Table~~following table set forth the computation of ~~Contents~~the Company’s basic and dilutive income/(loss) per common share:

	As Reported			Restatement Adjustment			As Restated
	Three Months Ended June 30,						Nine Months Ended June 30,
Condensed Consolidated Statement of Operations
	2023			2022			2023			2022
For the Three Months Ended March 31, 2022
Numerator:
Interest Expense	$	—		$	248,754		$	248,754
Net income (loss)	$	(185,487	)	$	490,494		$	(678,562	)	$	(1,585,321	)
Net Loss		(134,180	)		(238,753	)		(372,933	)
Net income (loss) attributable to common shareholders		(185,487	)		490,494			(678,562	)		(1,585,321	)
Loss Per Share	$	(0.01	)	$	(0.01	)	$	(0.02	)
Denominator:
Condensed Consolidated Statement of Stockholder's Deficit
Basic weighted average common shares outstanding		15,784,424			15,764,424			15,775,486			11,116,531
As of December 31, 2021
Basic income (loss) per share	$	(0.01	)	$	0.03		$	(0.04	)	$	(0.14	)
Additional Paid in Capital		(139,966	)		1,956,626			1,816,660
Diluted:
Accumulated Deficit		(2,257,020	)		(325,192	)		(2,582,212	)
Weighted average common shares outstanding		15,784,424			15,764,424			15,775,486			11,116,531
Total Deficit		(2,381,222	)		1,631,434			(749,788	)
Effect of potentially dilutive common stock equivalents		—			2,932,054			—			—
For the Three Months Ended March 31, 2022
Diluted weighted-average common shares outstanding		15,784,424			18,696,478			15,775,486			11,116,531
Net Loss		(134,180	)		(238,753	)		(372,933	)
Diluted income (loss) per share	$	(0.01	)	$	0.03		$	(0.04	)	$	(0.14	)
As of March 31, 2022
Additional Paid in Capital		(139,966	)		1,956,626			1,816,660
Accumulated Deficit		(2,391,200	)		(563,945	)		(2,955,145	)
Total Deficit		(2,515,402	)		1,392,681			(1,122,721	)

~~NOTE~~Securities 4that were excluded from loss per share as their effect would be anti-dilutive ~~LOSS~~due ~~PER~~to ~~SHARE~~the net loss position that could potentially be dilutive in future periods, or which were included in income per share, are as follows:

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

	Three Months Ended June 30,				Nine Months Ended June 30,
	2023		2022		2023		2022
Convertible senior debt		1,968,989		1,305,696		1,968,989		1,305,696
Outstanding warrants on common stock		2,624,451		1,626,358		2,624,451		1,626,358
Total		4,593,440		2,932,054		4,593,440		2,932,054

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

Table of Contents

~~Securities~~NOTE ~~that~~4 ~~were~~– ~~excluded~~RELATED ~~from~~PARTY ~~loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows:~~TRANSACTIONS

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

Brian Weis, the Company’s President and his family members own entities listed below (except for Novation Enterprises) which lease premises to AmeriCrew. Addtionally in the nine months ended June 30, 2022, the Company engaged in business with Novation Enterprises, an entity controlled by the Company’s then Chief Executive Officer and current director. Amounts paid for related party transactions for the three and nine months ended June 30, 2023 and 2022 are as follows:

14 Table of Contents

Entity	Product	Nine Months Ended June 30, 2023		Nine Months Ended June 30, 2022
29 Aladdin Avenue Realty LLC	Premises Lease	$	39,204	$	28,179
75 Second Street Realty LLC	Premises Lease	$	15,036	$	10,908
Mikab Realty LLC	Premises Lease	$	15,036	$	10,908
Mikab Properties LLC	Premises Lease	$	100,482	$	53,985
RR Power Leasing LLC	Equipment	$	14,562	$	54,600
Novation Enterprises	Sales and Workforce Development	$	—	$	60,000

NOTE 5 – RELATED PARTY TRANSACTIONS

Entity	Product	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022
29 Aladdin Avenue Realty LLC	Premises Lease	$	29,625	$	9,300
75 Second Street Realty LLC	Premises Lease	$	11,328	$	3,600
Mikab Realty LLC	Premises Lease	$	11,328	$	3,600
Mikab Properties LLC	Premises Lease	$	80,982	$	26,992
RR Power Leasing LLC	Equipment	$	10,962	$	—

~~Brian~~On ~~Weis~~September 30, 2022, the Company’s ~~Chief~~received ~~Operating~~a ~~Officer~~loan ~~and~~on ~~his~~equipment ~~family~~from ~~members~~Mr. ~~own~~Weis ~~entities~~in ~~which~~the ~~lease~~amount ~~premises~~of ~~to AmeriCrew~~$49,200. ~~Amounts~~The ~~paid~~Company ~~for~~has ~~related~~agreed ~~party~~to ~~transactions~~repay ~~for~~this ~~the~~loan ~~six~~over 24 months ~~ended~~with ~~March~~0% ~~31,~~interest. ~~2023~~The ~~and~~Company ~~2022~~has ~~are~~recorded asimputed ~~follows:~~interest expense at the current Applicable Federal Rates ("AFR").

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

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

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

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

	June 30, 2023		September 30, 2022
Accounts payable and accrued liabilities:
Accounts payable	$	255,301	$	1,332,297
Accrued expenses		519,562		320,185
Interest payable		141,121		—
Payroll accrual		67,992		57,379
Sales tax payable		—		12,124
Total accounts payable and accrued liabilities	$	983,976	$	1,721,985

~~NOTE~~14 6Table –of ~~ACCOUNTS PAYABLE AND ACCRUED LIABILITIES~~Contents

~~Accounts~~NOTE ~~payable~~6 ~~and~~– ~~accrued~~LEASING ~~liabilities consisted of the following at the dates indicated:~~ARRANGEMENTS

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

Mikab leases a commercial building, from Mikab Properties (a related party as described in Note 4), under a 20-year lease beginning October 1, 2009 and ending September 30, 2029, payable in monthly installments of $6,500. Mikab is required to carry insurance and pay for all needed repairs, maintenance and real estate taxes.

~~NOTE~~There 7are –three ~~LEASING~~other ~~ARRANGEMENTS~~premises Mikab leases that are under five-year lease agreements payable in monthly installments of approximately $3,300 to 29 Aladdin Avenue Realty LLC, approximately $1,300 to 75 Second Street Realty LLC and approximately $1,300 to Mikab Realty LLC. Each has a 3% annual increase for the term of the leases.

~~Mikab~~In ~~leases~~June ~~a commercial building~~2023, ~~from~~ Mikab ~~Properties~~entered (ainto ~~related party as described in Note 5), under~~ a 202-year operating lease ~~beginning~~for ~~October 1~~equipment, ~~2009 and ending September 30, 2029,~~ payable in monthly installments of $65,~~500.~~250, ~~Mikab~~and isa ~~required~~5-year tofinancing ~~carry~~lease ~~insurance and pay~~ for ~~all needed repairs~~equipment, ~~maintenance~~payable ~~and~~in ~~real~~monthly ~~estate~~installments ~~taxes~~of $7,746.

15The ~~Table~~Company has determined that its finance and operating lease right of ~~Contents~~use assets are valued at $690,937 and $652,092, respectively, as of June 30, 2023. The finance lease liability consists of $192,959 in current obligations and $497,978 non-current. The operating lease liability consists of $182,284 in current obligations and $520,234 non-current. The future minimum lease commitments are as follows as of June 30, 2023:

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

	Operating		Finance
Remainder of 2023	$	115,730	$	122,403
2024		212,202		234,606
2025		188,089		172,306
2026		78,000		148,061
2027		78,000		130,797
Thereafter		136,500		40,131
Total		808,521		848,304
Less: imputed interest		106,003		157,367
Present value of remaining lease payments	$	702,518	$	690,937

The ~~Company~~following ~~has~~table ~~determined~~summarizes ~~that~~supplemental ~~its~~information ~~finance~~related ~~and~~to ~~operating~~leases ~~lease~~for ~~right~~the ofnine ~~use~~months ~~assets~~ended ~~are valued at $421~~June 30,~~452~~ ~~and $581,550, respectively, as of March 31,~~ 2023~~. The finance lease liability consists of $158~~,~~788~~ ~~in current obligations~~ and ~~$262,664 non-current. The operating lease liability consists of $138,607 in current obligations and $486,227 non-current. The future minimum lease commitments are as follows as of March 31, 2023~~2022:

	Operating		Finance
Cash paid for amounts included in the measurements of lease liabilities:	Nine Months Ended June 30, 2023
Remainder of 2023	$	133,358	$	130,232
Operating cash flow from operating leases	$	232,615
2024		149,203		156,502
Operating cash flow from finance leases		135,211
2025		151,338		79,352
Right-of-use assets obtained in exchange for lease obligations:
2026		78,000		55,107
Operating leases	$	123,288
2027		78,000		37,862
Finance leases	$	580,216
Thereafter		136,500		1,380
Total		726,399		460,435
Less: imputed interest		101,565		38,983
Present value of remaining lease payments	$	624,834	$	421,452

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

Cash paid for amounts included in the measurements of lease liabilities:	Nine Months Ended June 30, 2022
Operating cash flow from operating leases	$	116,588
Operating cash flow from finance leases		25,493

Cash paid for amounts included in the measurements of lease liabilities:	Three Months Ended March 31, 2023		Six Months Ended March 31, 2023
Operating cash flow from operating leases	$	97,637	$	146,147
Operating cash flow from finance leases	$	80,325	$	121,338
Right-of-use assets obtained in exchange for lease obligations:
Finance leases	$	—	$	240,203

Table of Contents

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

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

Weighted-average remaining lease term – operating leases	3.80 years
Weighted-average remaining lease term – finance leases	3.76 years
Weighted-average discount rate – operating leases		6.54	%
Weighted-average discount rate – finance leases		7.03	%

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

NOTE 7 – CONCENTRATION OF CREDIT RISK

~~NOTE~~The 8Company –maintains ~~CONCENTRATION~~cash OFbalances ~~CREDIT~~in ~~RISK~~several financial institutions. Such balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) for up to $250,000 per institution. From time to time, the Company’s balances may exceed these limits.

~~The~~For the nine months ended June 30, 2023, the Company ~~maintains~~had ~~cash~~four ~~balances~~major incustomers, ~~several~~which ~~financial~~accounted ~~institutions~~for 84% of all sales, with one accounting for 28% of all sales. ~~Such~~As ~~balances~~of ~~are~~June 30, ~~insured~~2023, byaccounts ~~the~~receivable ~~Federal~~due ~~Deposit~~from ~~Insurance~~those ~~Corporation~~customers ~~(“FDIC”)~~accounted for up65% toof ~~$250~~accounts receivable,~~000~~ ~~per~~with 26% ~~institution~~of accounts receivable from one customer. ~~From~~For ~~time~~the tonine ~~time~~months ended June 30, ~~the~~2022, ~~Company’s~~three ~~balances~~major ~~may~~customers ~~exceed~~accounted ~~these~~for ~~limits~~71% of all sales. As of June 30, 2022, accounts receivable due from those customers accounted for 60% of accounts receivable, including 22% of accounts receivable from one customer.

16The ~~Table~~Company had four major customers, which accounted for 84% of ~~Contents~~all sales, with the customer with the most sales accounting for 27% of all sales, for the three months ended June 30, 2023. Accounts receivable due from those customers accounted for 65% of accounts receivable, with the highest concentrated accounting for 26% of accounts receivable, as of June 30, 2023. For the three months June 30, 2022, four major customers accounted for 79% of all sales. Accounts receivable due from those customers accounted for 38% of accounts receivable, with the highest concentrated accounting for 14% of accounts receivable, as of June 30, 2022.

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

The Company ~~had~~is ~~four~~required ~~major~~to ~~customers~~disclose, ~~which~~in ~~accounted~~the ~~for~~condensed ~~84%~~consolidated offinancial ~~all sales~~statements, ~~with~~ the ~~customer~~methods ~~with~~used ~~the~~to ~~most~~determine ~~sales accounting for 29% of all sales, for~~ the ~~three~~fair ~~months~~value ~~ended March 31, 2023. Accounts receivable due from those four customers accounted for 74%~~ of ~~accounts~~financial ~~receivable,~~assets ~~with~~and ~~the~~liabilities ~~highest~~based ~~concentrated~~on ~~accounting~~a ~~for~~hierarchy ~~22%~~ of ~~accounts~~three ~~receivable,~~levels as of ~~March 31, 2023~~input. ~~For~~Fair ~~the~~value ~~three~~measurements ~~months~~discussed ~~ended~~herein ~~March~~are ~~31,~~based ~~2022,~~upon ~~three~~certain ~~major~~market ~~customers~~assumptions ~~accounted~~and ~~for~~pertinent ~~76%~~information ofavailable ~~all~~to ~~sales. Accounts receivable due from those three customers accounted for 60% of accounts receivable, with~~ the ~~highest~~Company ~~concentrated accounting for 30% of accounts receivable,~~ as of ~~March~~and ~~31,~~during ~~2022~~the period.

~~NOTE~~The 9three –levels ~~FAIR~~of ~~VALUE~~the fair value hierarchy under FASB ASC Topic 820, Fair Value Measurement, are described as follows:

~~The~~Level ~~Company~~1 is- ~~required~~Valuations tobased ~~disclose,~~on inquoted ~~the~~prices ~~condensed~~for ~~consolidated~~identical ~~financial statements, the methods used to determine the fair value of financial~~ assets and liabilities ~~based~~in onactive ~~a hierarchy of three levels of input~~markets. ~~Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to the Company as of and during the period.~~

~~The~~Level ~~three~~2 ~~levels~~- ofValuations ~~the~~based ~~fair~~on ~~value~~observable ~~hierarchy~~inputs ~~under~~other ~~FASB~~than ~~ASC~~quoted ~~Topic~~prices ~~820~~included in Level 1, ~~Fair~~such ~~Value~~as ~~Measurement~~quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are ~~described~~not asactive, ~~follows:~~or other inputs that are observable or can be corroborated by observable market data.

Level 13 - Valuations based on ~~quoted~~unobservable ~~prices~~inputs ~~for~~reflecting ~~identical~~the ~~assets~~Company’s ~~and~~own ~~liabilities~~assumptions, inconsistent ~~active~~with ~~markets~~reasonably available assumptions made by other market participants. These valuations require significant judgment.

~~Level~~Because 2of their short-term ~~Valuations~~nature, ~~based~~the onamounts ~~observable~~reported ~~inputs~~in ~~other~~the ~~than~~condensed ~~quoted~~consolidated ~~prices~~financial ~~included~~statements infor ~~Level 1~~cash, ~~such~~accounts asreceivable, ~~quoted~~prepaid ~~prices~~expenses, ~~for~~accounts ~~similar~~payable ~~assets~~and oraccrued liabilities ~~in active markets~~, ~~quoted~~and ~~prices~~loans ~~for~~and ~~identical~~notes orpayable ~~similar~~approximated ~~assets~~their ~~and~~respective ~~liabilities~~fair invalues ~~markets~~at ~~that are not active~~June 30, or2023 ~~other~~and ~~inputs~~September ~~that~~30, ~~are observable or can be corroborated by observable market data~~2022.

~~Level~~16 3Table -of Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.Contents

~~Because~~NOTE of9 ~~their short~~-~~term~~ ~~nature,~~INCOME the amounts reported in the condensed consolidated financial statements for cash, accounts receivable, prepaid expenses, accounts payable and accrued liabilities, and loans and notes payable approximated their respective fair values at March 31, 2023 and September 30, 2022.TAXES

~~NOTE~~The 10income -tax ~~INCOME~~expense ~~TAXES~~for the three and nine months ended June 30, 2023 and 2022 is $0 and $20,000, respectively.

The ~~income~~effective tax ~~expense~~rate ~~for~~differs from the ~~three~~statutory ~~and~~Federal ~~six~~rate ~~months~~of ~~ended~~21% ~~March~~primarily ~~31,~~because ~~2023~~of the change in valuation allowance and ~~2022,~~the ~~respectively~~uncertainty isof $0realizing a tax benefit from the Company’s Net Operating Losses (NOLs).

The ~~effective~~primary ~~tax~~components ~~rate differs from the statutory Federal rate~~ of ~~21% primarily because of~~ the ~~change~~Company's innet ~~valuation~~deferred ~~allowance and the uncertainty of realizing a~~ tax ~~benefit~~assets ~~from~~and ~~the~~liabilities ~~Company’s~~are ~~Net~~as ~~Operating Losses (NOLs).~~follows:

17 Table of Contents

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

~~The~~As ~~primary~~of ~~components~~June 30, 2023 and September 30, 2022, the Company had approximately $3 million and $3 million, respectively, of federal NOL carryforwards available to offset future taxable income. Full valuation allowances have been established for Federal, state and local jurisdictions that reduce the Company'’s net deferred tax assets ~~and~~to ~~liabilities~~an ~~are~~amount asthat ~~follows:~~will, more likely than not, be realized. The uncertainty that may affect the realization of these assets is the ability of the Company to generate sufficient taxable income from its operations.

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

NOTE 10 – NOTES AND LOANS PAYABLE - RELATED PARTY

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

~~NOTE~~As 11of –June ~~NOTES~~30, ~~AND~~2023 ~~LOANS~~and ~~PAYABLE~~September -30, ~~RELATED~~2022, ~~PARTY~~the balances of notes payable related party were $436,833 and $370,429, respectively, inclusive of bridge loans and short term loans. Bridge loans bear an annualized interest rate of 12%. On December 31, 2022 all notes payable with related parties were amended to grant additional warrants and extend the maturity date to December 31, 2023. The notes payable to related parties are presented net of unamortized discount of approximately $138,000 and $192,000 as of June 30, 2023 and September 30, 2022, respectively.

~~Notes~~The ~~Payable~~following -related ~~Related~~party ~~Party~~notes were outstanding as of June 30, 2023:

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

Individual/Entity	Amount of Note		Due Dates	Number of Warrants
David Unger (1)	$	83,790	December 31, 2023		45,750
Earl Scott (2)	$	125,548	December 31, 2023		68,550
Brian Weis (3)	$	24,450	December 31, 2023		13,350
Lender (4)	$	40,934	December 31, 2023		22,350
New Jersey Tower, Inc. (5)	$	150,000	December 31, 2023		92,400
RR Power Leasing, LLC (6)	$	150,000	December 31, 2023		92,400

Individual/Entity		Amount of Note		Due Dates	Number of Warrants
(1)	Mr. Unger is a director and shares beneficial ownership of a 5% stockholder of the Company with Mr. Ross DiMaggio, the Company’s Chief Financial Officer and a director. Mr. DiMaggio disclaims beneficial ownership of the bridge note and Warrants and underlying common stock held by Mr. Unger.
David Unger		$	83,790	December 31, 2023		45,750
(2)	Former Chief People Officer and director.
Earl Scott(1)		$	125,548	December 31, 2023		68,550
(3)	Chief Operating Officer and a director.
Brian Weis(2)		$	24,450	December 31, 2023		13,350
(4)	In-house company counsel.
Lender		$	40,934	December 31, 2023		22,350
(5)	Brian Weis owns 20% of this entity.
New Jersey Tower, Inc.(3)		$	150,000	December 31, 2023		92,400
(6)	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.
RR Power Leasing, LLC(4)		$	150,000	December 31, 2023		92,400

~~(1)~~17 ~~Former~~Table ~~Chief~~of ~~People Officer and director.~~Contents

~~(2)~~Warrants ~~Chief~~issued ~~Operating~~on ~~Officer~~December ~~and~~31, a2021 ~~director~~to holders of the notes were valued at $1.73 - $1.93. The fair value of each warrant is estimated on the date of issuance using the Black Scholes model based on the following inputs:

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

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	%

~~(4)~~Additional ~~Brian~~warrants ~~Weis~~issued ison ~~the~~December ~~managing~~31, ~~member~~2022 ofto ~~this~~holders ~~entity~~of ~~and~~the ~~owns~~notes awere 2%valued ~~interest~~at $1.57. AThe ~~trust~~fair value of ~~which~~each ~~Mr.~~warrant ~~Weis~~ is ~~one~~estimated on the date of ~~two~~issuance ~~trustees.~~using the Black Scholes model based on the following inputs:

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

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

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 warrants had a calculated fair value of approximately $527,000 at issuance, as of December 31, 2022. Using the relative fair value method, the Company recognized the resultant debt discount and equity classified warrant in the amount of approximately $276,000 in connection with the notes payable to related parties. Amortization of the discount in connection with the related party notes was $137,890 for the three months ended June 30, 2023. As of June 30, 2023, the remaining unamortized discount associated with the notes was $137,889.

18Loans ~~Table~~Payable of- ~~Contents~~Equipment, Related Party

~~Additional~~As ~~warrants~~of ~~issued~~June on30, ~~December~~2023 31and September 30, 2022, tothe ~~holders~~balances of ~~the~~equipment ~~notes~~loans payable with a related party were ~~valued~~$33,561 atand $149,200, respectively, of which $24,600 and $24,600 was classified as a current liability as of June 30, 2023 and September 30, 2022, respectively.~~57.~~ The ~~fair~~Company ~~value~~has ofagreed ~~each~~to ~~warrant~~repay isthis ~~estimated~~loan onover 24 months with 0% interest, maturing in September 2024. The Company has recorded imputed interest expense at the ~~date~~current AFR of ~~issuance~~approximately ~~using~~$400 and $1,500 for the ~~Black~~three ~~Scholes~~and ~~model~~nine ~~based~~months onended ~~the~~June ~~following~~30, ~~inputs:~~2023, respectively.

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

During the nine months ended June 30, 2023 and 2022, the Company received proceeds from related party loans of approximately $2,500 and $7,600, respectively.

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

~~Loans~~In ~~Payable~~connection -with ~~Equipment~~the Loan Security Agreement entered into by the Company on June 9, ~~Related~~2023, ~~Party~~the Company’s President and Chief Operating Officer, guaranteed the payment of any amounts borrowed by the Company and/or Mikab under the Line of Credit. Refer to Note 11 for further detail.

AsNOTE of11 ~~March~~– ~~31,~~LOANS 2023 and September 30, 2022, the balances of equipment loans payable with a related party were $43,050 and $49,200, respectively, of which $30,750 and $24,600 was classified as a current liability as of March 31, 2023 and September 30, 2022, respectively. The Company has agreed to repay this loan over 24 months with 0% interest, maturing in September 2024. The Company has recorded imputed interest expense at the current AFR of approximately $500 and $1,100 for the three and six months ended March 31, 2023, respectively. PAYABLE

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

~~NOTE~~As 12of –both ~~LOANS~~June ~~PAYABLE~~30, 2023 and September 30, 2022, the balance of loans payable to stockholder were $464,078. The loans bear no interest until maturity on January 1, 2025. Interest after maturity is 10% per annum until fully repaid. The Company recognized imputed interest for the three months ended June 30, 2023 and 2022 of approximately $5,100 and $1,100, respectively, based on the then current AFR. The Company recognized imputed interest for the nine months ended June 30, 2023 and 2022 of approximately $15,700 and $2,300, respectively.

~~Loans~~18 ~~Payable~~Table -of ~~Stockholder~~Contents

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

~~Loans~~As ~~Payable~~of -June 30, ~~Insurance~~2023 and September 30, 2022, the balance of loans payable insurance was $56,656 and $380,799, respectively, all of which is classified as a current liability. The total balance is comprised of two loans, maturing in July and August of 2023, respectively. The loans have an effective interest rate of 6.1% and 5.6%, respectively.

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

~~Loans~~On ~~Payable~~February 16, 2023, the Company financed an equipment purchase of $38,475 with North Mill; Credit Trust, a non-related ~~Equipment~~party. As of June 30, 2023, the balance of the loans payable equipment was $33,579. The loans payable equipment has payments of approximately $1,300 due monthly until maturity in July 2026, with an effective interest rate of approximately 13%.

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

~~During~~On ~~the~~June ~~six~~9, ~~months~~2023, ~~ended~~the ~~March~~Company ~~31,~~entered ~~2023~~into a Loan and ~~2022,~~Security Agreement (the ~~Company~~“Agreement”) ~~made~~with ~~repayments~~Thermo ofCommunications ~~loans~~Funding, ~~payable~~LLC of(the ~~approximately~~“Lender”) ~~$219,000~~which ~~and~~provides for a $~~345~~2,000,000 ~~respectively~~revolving line of credit facility (the “Line of Credit”) to be evidenced by a promissory note (the “Note”). Thermo Communications has agreed to waive any defaults to date.

19Pursuant ~~Table~~to the Agreement, amounts borrowed under the Line of ~~Contents~~Credit are secured by the assets of the Company and Mikab. The Agreement also establishes a “lockbox account” for the benefit of the Lender into which the Company and Mikab are obligated to deposit all collections from accounts receivable, after such amounts are required to be remitted as instructed by the Lender. Under the Agreement, the Company agreed to pay a non-refundable commitment fee equal to 2% of the Line of Credit, or $40,000. In addition, under the Agreement the Company is required to pay a monthly monitoring fee equal to 0.45% of the average outstanding principal balance of the Line of Credit. The Agreement contains customary representations and warranties, events of default and covenants in favor of the Lender. Pursuant to the Agreement and the Note, all future or contemporaneous indebtedness incurred by the Company, other than indebtedness expressly permitted thereunder, will be subordinated to the Line of Credit.

~~NOTE~~The Note bears interest at a rate equal to the lesser of (i) the maximum non-usurious rate permitted by applicable law, and (ii) the prime interest rate as reported on the Wall Street Journal plus 9.75% per annum, subject to a minimum interest rate of in 13.95%. –The ~~CONVERTIBLE~~Note ~~DEBT~~matures ~~AND~~on ~~WARRANTS~~June 9, 2024. The Note may be prepaid in whole, but not in part, by paying outstanding amounts thereunder plus a premium equal to 1% of the maximum amount of the Line of Credit, multiplied by the number of months remaining until maturity, divided by 12.

~~During~~In ~~the~~connection ~~fourth~~with ~~quarter~~the ~~of 2021~~Agreement, the Company ~~sold~~entered ~~$2,485,000~~into ofa ~~senior~~Limited ~~secured~~Recourse ~~convertible~~Guaranty ~~notes~~with (the ~~“Notes”)~~Lender and ~~five-year~~Brian ~~Class A Warrants to purchase 1~~Weis,~~195,354~~ ~~shares of~~ the Company’s ~~common~~President ~~stock~~and atChief anOperating ~~exercise~~Officer, ~~price~~pursuant ofto ~~$1.9032~~which ~~per share~~Mr. ItWeis ~~also~~guaranteed ~~issued~~the ~~110,342~~payment ~~Placement~~of ~~Agent~~any ~~Warrants~~amounts toborrowed aby ~~Placement~~the ~~Agent~~Company ~~which~~and/or ~~contain~~Mikab ~~similar~~under ~~terms to~~ the ~~Class~~Line Aof ~~Warrants except they are exercisable at $2~~Credit.~~0935 per share.~~

~~Each~~As ~~Note is due two years from the date~~ of ~~issuance. The Notes bear interest at 8% per annum payable quarterly~~June 30, ~~subject to an increase in case of an event of default as provided for therein~~2023, ~~and~~drawdowns ~~interest~~on ~~is payable in cash or common stock at~~ the ~~option~~revolving ofline ~~each investor. The Notes are convertible into shares~~ of ~~common~~credit ~~stock~~totaled ~~at any time following the date of issuance at the holder’s option at a conversion price of~~ $1~~.9032 per share~~, ~~subject to certain adjustments~~780,018. ~~The~~As ~~conversion price will also be subject to adjustment upon any issuance by the Company~~ of ~~common stock or securities convertible or exercisable into common stock at a price per share that is lower than the conversion price (a “Dilutive Price”)~~June 30, ~~subject to certain exempt issuances~~2023, ~~whereupon~~ the ~~conversion~~company ~~price~~is ~~will~~not bein ~~adjusted~~compliance towith ~~80% of~~ the ~~Dilutive~~financial ~~Price.~~covenants ~~Furthermore,~~related ~~at any time after December 31, 2022, we may, after written notice~~ to the ~~noteholders,~~revolving ~~redeem~~line ~~all~~ of ~~the~~credit then outstanding principal amount of the Notes for cash in an amount equal to the sum of 110% of the then outstanding principal amount of the Notes, accrued but unpaid interest and all other amounts due in respect of the Notes (if any)facility. ~~The Notes also contain certain negative covenants including the general inability to borrow funds whether to prepay the Notes or otherwise.~~

~~The~~During ~~Class A Warrants are exercisable for five years from~~ the ~~respective~~nine ~~dates~~months ofended ~~issuance~~June ~~at an exercise price of $1.9032 per share~~30, ~~subject~~2023 toand ~~certain adjustments~~2022, ~~including adjustment upon any issuance by~~ the Company ofmade ~~common~~repayments ~~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~~loans ~~Dilutive~~payable ~~Price, subject to certain exempt issuances. If at any time after the six-month anniversary~~ of ~~the~~approximately ~~issuance of the Class A Warrants~~$365,458 ~~there~~and ~~is no effective Registration Statement registering~~$317, ~~or no current Prospectus available for~~000, ~~the resale of the shares underlying the Class A Warrants, the holders may exercise the Class A Warrants on a net exercise or cashless basis~~respectively.

~~Our~~NOTE ~~obligations~~12 ~~under~~– ~~the~~CONVERTIBLE ~~Notes~~DEBT ~~are~~AND secured by a first priority lien on all of our assets and those of our wholly owned subsidiaries pursuant to a Security Agreement, dated October 5, 2021 by and among the Company, our wholly owned subsidiaries, Mikab and Americrew Holdings, LLC, the noteholders, and Westpark Capital, Inc. (“West Park”), as agent for the secured parties. Our obligations under the Notes are also guaranteed by our subsidiaries. The Company and our wholly owned subsidiaries, entered into a Guaranty Agreement, dated October 5, 2021.WARRANTS

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

~~Each~~19 ofTable 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.~~Contents

Each Note is due two years from the date of issuance. The Notes bear interest at 8% per annum payable quarterly, subject to an increase in case of an event of default as provided for therein, and interest is payable in cash or common stock at the option of each investor. The Notes are convertible into shares of common stock at any time following the date of issuance at the holder’s option at a conversion price of $1.9032 per share, subject to certain adjustments. The conversion price will also be subject to adjustment upon any issuance by the Company of common stock or securities convertible or exercisable into common stock at a price per share that is lower than the conversion price (a “Dilutive Price”), subject to certain exempt issuances, whereupon the conversion price will be adjusted to 80% of the Dilutive Price. Furthermore, at any time after December 31, 2022, we may, after written notice to the noteholders, redeem all of the then outstanding principal amount of the Notes for cash in an amount equal to the sum of 110% of the then outstanding principal amount of the Notes, accrued but unpaid interest and all other amounts due in respect of the Notes (if any). The Notes also contain certain negative covenants including the general inability to borrow funds whether to prepay the Notes or otherwise.

InThe ~~addition,~~Class ~~pursuant~~A toWarrants are exercisable for five years from the ~~Securities~~respective ~~Purchase~~dates ~~Agreement~~of issuance at an exercise price of $1.9032 per share, wesubject ~~entered~~to ~~into~~certain ~~Registration~~adjustments, ~~Rights~~including ~~Agreements~~adjustment ~~with~~upon any issuance by the ~~purchasers,~~Company inof ~~which~~common westock ~~agreed~~or tosecurities ~~file~~convertible aor ~~Registration~~exercisable ~~Statement~~into oncommon ~~Form~~stock ~~S-1~~at ~~with~~a ~~the~~Dilutive ~~SEC,~~Price ~~covering~~in which event the ~~resale~~exercise price will be adjusted to 80% of the ~~shares~~Dilutive ofPrice, ~~common~~subject ~~stock~~to ~~issuable~~certain ~~upon~~exempt ~~conversion~~issuances. ofIf at any time after the ~~Notes~~six-month ~~and~~anniversary ~~exercise~~of the issuance of the Class A Warrants, ~~and~~there tois ~~have~~no ~~such~~effective Registration Statement ~~declared~~registering, ~~effective~~or ~~within~~no 90current ~~days~~Prospectus ~~thereafter.~~available ~~The~~for, ~~Registration~~the ~~Statement~~resale ~~was~~of ~~filed~~the ~~with~~shares underlying the ~~SEC~~Class ~~during~~A ~~February 2022~~Warrants, ~~and~~the ~~withdrawn~~holders inmay ~~September~~exercise ~~2022~~the Class A Warrants on a net exercise or cashless basis.

20Our ~~Table~~obligations under the Notes are secured by a first priority lien on all of ~~Contents~~our assets and those of our wholly owned subsidiaries pursuant to a Security Agreement, dated October 5, 2021 by and among the Company, our wholly owned subsidiaries, Mikab and Americrew Holdings, LLC, the noteholders, and Westpark Capital, Inc. (“West Park”), as agent for the secured parties. Our obligations under the Notes are also guaranteed by our subsidiaries. The Company and our wholly owned subsidiaries, entered into a Guaranty Agreement, dated October 5, 2021.

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

~~The~~Each of the Notes and the Class A Warrants ~~issued~~contain ~~with~~a ~~the~~4.99% ~~December~~beneficial ~~2021~~ownership ~~senior~~limitation ~~secured~~pursuant ~~convertible~~to ~~notes~~which ~~were~~neither ~~valued~~may atbe ~~$1.73~~converted toor ~~$4.92~~exercised, onas applicable, if and to the ~~date~~extent ofthat ~~issuance.~~following ~~The~~such ~~fair~~conversion ~~value~~or ofexercise ~~each~~the ~~Class~~holder Awould ~~Warrant~~beneficially ~~was~~own ~~estimated~~more onthan 4.99% of the ~~date~~Company’s ofoutstanding ~~issuance~~common ~~using~~stock, ~~the~~subject ~~Black~~to ~~Scholes~~increase ~~model~~to ~~based~~9.99% onupon ~~the~~61 ~~following~~days’ ~~inputs:~~prior written notice by the holder.

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		%

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

The Class A Warrants are equity classified. On ~~September~~the ~~30,~~date ~~2022~~of issuance, the ~~Company~~Class ~~raised~~A Warrants had a fair value of approximately $~~245~~3,900,000 ofand ~~capital~~relative infair ~~the~~value ~~form~~ of ~~senior~~$1,500,000. ~~secured~~Amortization ~~convertible~~of ~~notes~~debt ~~and~~discount ~~accompanying~~over ~~Class~~the Anotes ~~and~~related ~~Class~~two-year Bterm ~~Warrants.~~has ~~The~~been ~~notes~~recorded ~~pay~~in interest atexpense in the ~~rate~~accompanying ofcondensed 8%consolidated ~~and~~statement ~~are~~of ~~payable~~operations. ~~two~~Interest ~~years~~expense ~~after issuance,~~ with ~~due~~respect ~~dates~~to ~~ranging~~the ~~from~~debt ~~September~~discount ~~2024~~amortization towas ~~December~~approximately ~~2024.~~$189,000 ~~The~~and ~~lenders~~$189,000 ~~can~~for ~~convert~~ the ~~investment~~three atmonths aended ~~rate~~June of30, ~~$1.9032~~2023 ~~per~~and ~~share~~2022, respectively. ~~The~~Interest ~~lenders~~expense ~~also~~with ~~received~~respect ~~Class~~to Athe ordebt ~~Class~~discount Bamortization ~~Warrants~~was ~~(together~~approximately $315,000 ~~the~~and ~~"Warrants")~~$566,000 tofor ~~buy~~the ~~common~~nine ~~stock~~months ofended ~~the~~June ~~Company~~30, at2023 ~~$1.9032~~ and ~~$2.50~~2022, respectively. ~~These~~The unamortized debt discount associated with these Class A Warrants ~~expire~~was ~~five~~approximately ~~years~~$503,000 ~~from~~and ~~issuance~~$881,000 ~~with~~as ~~expiration~~of ~~dates~~June ~~ranging~~30, ~~from~~2023 and September ~~2027~~30, to2022, ~~December 2027~~respectively.

~~The~~20 ~~Class~~Table ~~B Warrants are exercisable for five years from the respective dates~~ of issuance at an exercise price of $2.50 per share, subject to certain adjustments, including adjustment upon any issuance by the Company of common stock or securities convertible or exercisable into common stock at a Dilutive Price in which event the exercise price will be adjusted to 80% of the Dilutive Price, subject to certain exempt issuances. If at any time after the six-month anniversary of the issuance of the Class B Warrants, there is no effective Registration Statement registering, or no current Prospectus available for, the resale of the shares underlying the Class B Warrants, the holders may exercise the Class B Warrants on a net exercise or cashless basis.Contents

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

The Warrants issued with the 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:

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%

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	%

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

The Class B Warrants ~~issued~~are ~~with~~exercisable ~~the~~for ~~September~~five ~~2022~~years ~~senior~~from ~~secured~~the ~~convertible~~respective ~~notes~~dates ~~had~~of aissuance ~~calculated~~at ~~fair~~an ~~value~~exercise price of ~~approximately~~ $~~381,000~~2.50 ~~Using~~per ~~the~~share, ~~relative~~subject ~~fair~~to ~~value~~certain ~~method~~adjustments, including adjustment upon any issuance by the Company ~~recognized~~of ~~the~~common ~~resultant~~stock ~~debt~~or ~~discount~~securities ~~and~~convertible ~~equity~~or ~~classified~~exercisable ~~Warrant~~into incommon ~~the~~stock ~~amount~~at ofa ~~approximately~~Dilutive ~~$149,000.~~Price ~~The~~in ~~debt~~which ~~discount~~event the exercise price will be ~~accreted~~adjusted to ~~interest~~80% ~~expense~~of ~~over~~ the ~~two-year~~Dilutive ~~term~~Price, ofsubject ~~the~~to ~~related~~certain ~~convertible~~exempt ~~notes~~issuances. ~~Interest~~If ~~expense~~at ~~with~~any ~~respect~~time toafter the ~~debt~~six-month ~~discount~~anniversary ~~amortization~~of ~~for~~ the ~~three~~issuance ~~months~~of ~~ended~~the ~~March~~Class 31B Warrants, ~~2023~~there ~~was~~is ~~approximately~~no ~~$19,000.~~effective ~~Interest~~Registration ~~expense~~Statement ~~with~~registering, ~~respect~~or tono ~~the~~current ~~debt~~Prospectus ~~discount~~available ~~amortization~~ for, the ~~six~~resale ~~months~~of ~~ended~~the ~~March~~shares ~~31,~~underlying ~~2023~~the ~~was~~Class ~~approximately~~B ~~$37~~Warrants,~~000.~~ ~~There~~the ~~was~~holders nomay ~~interest~~exercise ~~accretion~~the inClass ~~the~~B ~~nine~~Warrants ~~months~~on ~~ended~~a ~~September~~net ~~30,~~exercise ~~2022~~or cashless basis.

~~During~~The ~~October~~Warrants ~~2022~~issued ~~and~~with ~~December 2022,~~ the ~~Company~~September ~~raised~~2022 ~~$593,000 of capital in the form of~~ senior secured convertible notes ~~and~~were ~~accompanying~~valued ~~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~~97. The ~~lenders~~fair ~~also~~value ~~received~~of ~~Class~~each AWarrant orwas ~~Class~~estimated Bon ~~Warrants~~the todate ~~buy common stock~~ of ~~the Company at $1.9032 and $2.50, respectively. These Warrants expire five years from~~ issuance, ~~with~~using ~~expiration~~the ~~dates~~Black ~~ranging~~Scholes ~~from~~model ~~October~~based ~~2027~~on tothe ~~December~~following ~~2027.~~inputs:

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

The Warrants issued with the ~~October~~September 2022 ~~and December 2022~~ senior secured convertible notes ~~were~~had ~~valued~~a atcalculated ~~$1.57~~fair tovalue of approximately $1381,000.88 onUsing the ~~date~~relative fair value method, the Company recognized the resultant debt discount and equity classified Warrant in the amount of ~~issuance~~approximately $149,000. The ~~fair~~debt ~~value~~discount will be accreted to interest expense over the two-year term of ~~each~~the ~~Warrant~~related convertible notes. Interest expense with respect to the debt discount amortization for the three months ended June 30, 2023 was ~~estimated~~approximately on$19,000. Interest expense with respect to the ~~date~~debt ofdiscount ~~issuance~~amortization ~~using~~for the ~~Black~~nine ~~Scholes~~months ~~model~~ended ~~based~~June on30, 2023 was approximately $93,000. There was no interest accretion in the ~~following~~nine ~~inputs:~~months ended September 30, 2022.

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	%

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

~~The~~21 ~~Warrants~~Table ~~issued with the October 2022 and December 2022 senior secured convertible notes had a calculated fair value~~ of approximately $802,000. Using the relative fair value method, the Company recognized the resultant debt discount and equity classified Warrant in the amount of approximately $340,000. The debt discount will be accreted to interest expense over the two-year term of the related convertible notes. Interest expense with respect to the debt discount amortization for the three months ended March 31, 2023 was approximately $43,000. Interest expense with respect to the debt discount amortization for the six months ended March 31, 2023 was approximately $55,000.Contents

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

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

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	%

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

The Warrants issued with the October 2022 and December 2022 senior secured convertible notes had a calculated fair value of approximately $802,000. Using the relative fair value method, the Company recognized the resultant debt discount and equity classified Warrants in the amount of approximately $340,000. The debt discount will be accreted to interest expense over the two-year term of the related convertible notes. Interest expense with respect to the debt discount amortization for the three months ended June 30, 2023 was approximately $43,000. Interest expense with respect to the debt discount amortization for the nine months ended June 30, 2023 was approximately $55,000.

22The ~~Table~~following oftable ~~Contents~~presents the Company's convertible note maturities:

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

Maturities of convertible notes payable
Year ending September 30,
2023	$	3,323,000
Total principal due		3,323,000
Total convertible notes and accrued interest balance due		3,323,000
Less: debt discount		(650,259	)
Total convertible notes balance	$	2,672,741

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

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~~NOTE~~The 14following –table ~~CONTINGENCIES~~presents the Company's warrant activity from September 30, 2021 to June 30, 2023:

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

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Outstanding as of September 30, 2021		—	$	—		—
Issued		1,626,364		1.89		—
Expired		—		—		—
Exercised		—		—		—
Outstanding as of June 30, 2022		1,626,364		1.89		4.42
Issued		193,160		2.10		—
Expired		—		—		—
Exercised		—		—		—
Outstanding as of September 30, 2022		1,819,524		1.91		4.26
Issued		804,927		2.02		—
Expired		—		—		—
Exercised		—		—		—
Outstanding as of June 30, 2023		2,624,451		1.95		3.80
Warrants exercisable as of June 30, 2023		2,624,451	$	1.95		3.80

23Default ~~Table~~on ofSenior ~~Contents~~Secured Convertible Notes

On June 9, 2023 the Company entered into the Line of Credit which created a default in all of the Priuor Notes. This default resulted in an increase to the interest rate of the Prior Notes from 8% to 18%. In terms of the nature of the default, the prior notes prohibit certain transactions that were triggered by incurring incremental indebtedness under the new loan facility. The new loan facility was however obtained with the consent of the prior note holders by the lienholder, WestPark Capital, who represents all noteholders.

NOTE 13 – CONTINGENCIES

NOTE 14 – SUBSEQUENT EVENTS

Reverse Stock split

On July 21, 2023, in connection with the action by written consent without a meeting, the Board of Directors and shareholders holding a majority of the Company’s outstanding voting power approved an amendment to the Certificate of Incorporation to effect a reverse split of the issued and outstanding shares of Common Stock at the ratio within the range of one-for-five through one-for-15 as the Board of Directors of the Company may determine, whereby depending on the Ratio selected by the Board every specified number of shares of the issued and outstanding or treasury shares of Common Stock within the range would be combined, converted and changed into one share of Common Stock. On August 1, 2023, the Company filed a definitive information statement on Schedule 14C regarding the Reverse Split, and first began mailing such information statement to its non-consenting shareholders.

The Company is pursuing the Reverse Split in an effort to increase the market price per share of its Common Stock to meet the initial listing qualifications of The Nasdaq Capital Market or another principal national securities exchange operated by The Nasdaq Stock Market LLC (“Nasdaq”) or the New York Stock Exchange (“NYSE”).

To become effective, the Reverse Split must first be approved by the Financial Industry Regulatory Authority (“FINRA”). The Company anticipates filing the Certificate of Amendment as soon as possible after receiving approval from FINRA.

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

Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding management’s future plans for the Company, our liquidity and ability to raise capital, our business strategy and our future operations. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, working capital sources, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include the possibility that we are unable to raise capital as and when needed, ~~supply~~due ~~chain~~to ~~shortages~~our ~~and~~outstanding ~~inflation~~indebtedness and the ~~Federal~~weakness ~~Reserve’s~~in ~~interest~~the ~~rate~~capital ~~increases~~markets infor ~~response,~~small ~~the~~and ~~recent~~microcap ~~banking~~issuers, ~~crisis~~supply chain shortages and ~~any~~interest ~~economic~~rate ~~downturns~~increases orin ~~recession~~response ~~that~~to ~~may~~inflation, ~~result~~economic ~~from~~uncertainty ~~any~~and the possibility of ~~the~~a ~~foregoing~~recession, and our lack of an operating history and ~~ability to generate positive net income on a consistent basis or at all~~revenue. Further information on the risk factors affecting our business is contained in “Risk Factors” of our Annual Report on Form 10-KT for the period ended September 30, 2022. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Company Overview

Prior to the Acquisition in August 2021, the Company was a shell company with no operations. Following the Acquisition, we provide specialty infrastructure contracting services to market participants in the telecommunications ~~and~~industry ~~clean energy industries~~ throughout the United States. A proportion of our workforce is staffed through a unique ~~in-house~~ program through which we hire and train military veterans to provide construction and maintenance services to our customers, and we also hire employees with skill and experience in our fields and use third party independent contractors for our operations.

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

· fiber construction and 5G wireless construction, which are collectively grouped into the broader category of telecommunications infrastructure and consist of construction and maintenance and related services with respect to fiber optic cables; · wireless cell towers and 5G small and macro cells; and · site planning and installation and related services for clean energy systems, with an initial focus on EV charging stations.

	·	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; and

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

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Understanding Our Results of Operations

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

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

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

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

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

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

25 Table of Contents

Material and Labor Costs. In some cases, our customers are responsible for supplying materials on projects; however, under certain contracts, we may agree to provide all or part of the required materials. Project margins are typically lower on projects where we furnish a 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.

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General and Administrative Expense. General and administrative expenses consist principally of compensation and benefit expenses, travel expenses and related costs for our finance, benefits, insurance and risk management, legal, financial and other professional fees, facilities upkeep, information technology services and executive functions. General and administrative expenses also include outside professional and accounting fees, expenses associated with information technology used in administration of the business, acquisition costs, including those related to acquisition integration, and, from time to time, certain restructuring charges.

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

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

Results of Operations

Results of Operations for the Three and Nine ~~Six~~ Months Ended ~~March~~June 3130, 2023 Compared to the Three and Six Months Ended March 31, 2022

Revenue

For the three months ended ~~March~~June 3130, 2023 and 2022, the Company’s revenue was $34,~~775~~156,~~347~~141 and $14,~~943~~678,~~778~~413, respectively. The ~~increase~~decrease in revenue between periods was primarily attributable to ~~increasing~~severe ~~workflow~~summer ~~from~~weather, ~~existing~~specifically ~~clients~~periods of heavy rain and ~~adding~~flooding. ~~new~~Since ~~clients~~our ~~throughout~~crews ~~the~~work ~~year~~entirely outside, we are not able to invoice customers during this downtime.

For the ~~six~~nine months ended ~~March~~June 3130, 2023 and 2022, the Company’s revenue was $711,~~554~~710,~~054~~195 and $38,~~713~~391,~~263~~676, respectively. The increase in revenue between ~~these~~ periods was primarily attributable to growing the ~~same~~business ~~reasons~~of ~~referenced~~existing ~~above~~clients. ~~for~~severe ~~the~~summer ~~corresponding~~weather, ~~three-month~~specifically periods of heavy rain and flooding. Since our crews work entirely outside, we are not able to invoice customers during this downtime.

Cost of revenues, exclusive of depreciation

For the three months ended ~~March~~June 3130, 2023 and 2022, the Company’s cost of revenue was $2,~~333~~814,~~061~~336 and $13,~~446~~012,~~364~~570, respectively. The decrease ~~increase~~ in cost of revenue between these periods was primarily due to ~~startup~~a ~~costs~~decrease ~~associated~~in ~~with new customers~~revenue.

For the six months ended March 31, 2023 and 2022, the Company’s cost of revenue was $4,752,956 and $2,807,779, respectively. The increase in cost of revenue between these periods was primarily attributable to the same reasons referenced above for the corresponding three-month periods.

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For the nine months ended June 30, 2023 and 2022, the Company’s cost of revenue was $7,606,833 and $5,820,349, respectively. The increase in cost of revenue between these periods was primarily attributable to normal costs associated with an increase in revenue.

Operating Expenses

For the three months ended ~~March~~June 3130, 2023 and 2022, the Company had operating expenses of $1,~~050~~082,~~045~~125 and $~~621~~1,~~593~~036,653, respectively., ~~Operating~~remaining ~~expenses~~relatively ~~increased~~consistent inbetween ~~correlation~~periods ~~with~~despite ~~our~~the ~~increase~~reduction in revenue.

For the ~~six~~nine months ended ~~March~~June 3130, 2023 and 2022, the Company had operating expenses of S2$3,~~266~~308,~~110~~694 and $23,~~414~~690,~~698~~105, respectively, remaining relatively consistent between periods ~~despite the increase in revenue in the 2023 period~~.

Operating Income

For the three months ended ~~March~~June 3130, 2023, the Company had operating income of $~~392~~259,~~241~~680, relative to an operating ~~loss~~income of $~~124~~629,~~179~~190 for the three months ended ~~March~~June 3130, 2022. The ~~increase~~decrease was primarily due to ~~the~~a ~~increase~~reduction in revenue, ~~resulting~~from insevere ~~improved~~summer ~~margins~~weather, ~~partially~~specifically ~~offset~~periods byof anheavy ~~increase~~rain inand ~~operating~~flooding. ~~expenses~~Since ~~and~~our ~~cost~~crews ofwork ~~revenue~~entirely ~~period-over-period~~outside, we are not able to invoice customers during this downtime.

For the ~~six~~nine months ended ~~March~~June 3130, 2023, the Company had operating income of $~~534~~794,~~988~~668, relative to an operating loss of $1,~~509~~118,~~214~~778 for the ~~six~~nine months ended ~~March~~June 3130, 2022. The ~~increase~~decrease was primarily attributable to ~~the~~severe ~~same~~summer ~~reason~~weather, ~~referenced~~specifically ~~above~~periods ~~for~~of ~~the~~heavy ~~corresponding~~rain ~~three-month~~and ~~periods,~~flooding. ~~except~~Since ~~operating~~our ~~expenses~~crews ~~remained~~work ~~relatively~~entirely ~~consistent~~outside, ~~despite~~we ~~the~~are ~~increase~~not inable ~~revenue~~to ~~between~~invoice ~~periods~~customers during this downtime.

Interest Expense

For the three months ended ~~March~~June 3130, 2023 and 2022, the Company’s interest expense was $~~443~~445,~~239~~167 and $~~248~~118,~~754~~696, respectively. The increase in interest expense between periods was primarily due to ~~the~~non-cash ~~addition of new leases and~~ interest ~~paid~~associated onwith ~~convertible~~amoritazation ~~notes~~of ~~throughout~~debt ~~the three-month periods~~discount.

For the ~~six~~nine months ended ~~March~~June 3130, 2023 and 2022, the Company’s interest expense was $1,~~028~~473,~~063~~230 and $~~326~~206,~~880~~822, respectively. The increase in interest expense between periods was primarily due to ~~the~~severe ~~addition~~summer weather, specifically periods of ~~new~~heavy ~~leases~~rain and ~~interest~~flooding. ~~paid~~Since onour ~~convertible~~crews ~~notes~~work ~~throughout~~entirely ~~the~~outside, ~~six-month~~we ~~periods~~are not able to invoice customers during this downtime.

Recapitalization Expenses

For the six months ended March 31, 2022, the Company incurred non-recurring costs associated with the Acquisition of $239,721.

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~~Net~~Recapitalization ~~Loss~~Expenses

For the ~~three~~nine months ended ~~March~~June 3130, ~~2023~~2022, the Company ~~had~~incurred anon-recurring ~~net~~costs ~~loss~~associated ofwith ~~$50,998,~~the ~~relative~~Acquisition ~~to a net loss~~ of $~~372~~239,~~933 for the three months ended March 31, 2022~~721. ~~The~~There ~~decreased~~were inno ~~the~~corresponding ~~net~~costs ~~loss was primarily attributable to the increased revenue~~ in the 2023 period ~~coupled with a lower increase in expenditures in the same period~~.

~~For~~Net the six months ended March 31, 2023 and 2022, the Company had a net loss of $493,075 and $2,075,815, respectively. The decrease in the net loss was primarily attributable to the same reason referenced above for the corresponding three-month periods.Income/Loss

For the three months ended June 30, 2023, the Company had net loss of $185,487, relative to net income of $490,494 for the three months ended June 30, 2022. The decrease in net income was primarily attributable to lower operating income from lower revenue and higher interest expense from non-cash interest associated with amortization of debt discount.

For the nine months ended June 30, 2023 and 2022, the Company had a net loss of $678,562 and $1,585,321, respectively. The decrease in the net loss was primarily attributable to the non-cash interest associated with amortization of debt discount.

Understanding our Operating Results

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

Liquidity and Capital Resources

Cash Flows used by Operating Activities:

For the ~~six~~nine months ended ~~March~~June 3130, 2023, net cash used in operating activities was $~~587~~1,~~462~~838,503, compared to net cash used in operating activities of $13,~~773~~355,~~346~~417 for the ~~six~~nine months ended ~~March~~June 3130, 2022. The decrease in cash used in operating activities for the 2023 period as compared to the 2022 period was primarily attributable to ~~the~~lower ~~decrease in~~ net loss ~~for~~and ~~the~~improved ~~same~~collections ~~period~~of A/R.

Cash Flows from Investing Activities:

Our net cash used in investing activities was $~~105~~123,~~819~~122 and $0 for the ~~six~~nine months ended ~~March~~June 3130, 2023 and 2022, respectively. The increase in cash used in investing activities is due to the acquisition of fixed assets during the ~~six~~nine months ended ~~March~~June 3130, 2023.

Cash Flows from Financing Activities:

For the six months ended March 31, 2023, the net cash provided by financing activities was $392,586 primarily consisting of proceeds from the issuance of related party loans and convertible notes, net of repayments of loans payable. For the six months ended March 31, 2022, net cash provided by financing activities was $2,124,031 consisting primarily of proceeds from loans and notes payable, net of repayments of loans payable.

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Cash Flows from Financing Activities:

For the nine months ended June 30, 2023, the net cash provided by financing activities was $2,096,297 primarily consisting of proceeds from the issuance of related party loans and convertible notes, net of repayments of loans payable. For the nine months ended June 30, 2022, net cash provided by financing activities was $3,493,777 consisting primarily of proceeds from loans and notes payable, net of repayments of loans payable.

Going Concern

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

The Company had approximately $67146,~~226~~652 in cash on hand as of ~~May~~August 1215, 2023. We will need to raise additional capital to fund our operations for the next ~~twelve~~next 12 months. The $2,485,000 of 2021 Notes mature between October 4, 2023 and December 30, 2023. We are reliant upon completing one or more securities offerings in the future to continue our operations as planned and to meet our financial obligations. Our past inability to raise sufficient capital in our offerings of the Prior Notes may make our ability to raise capital more difficult. We will therefore require additional capital in order to fund our continued operations and execute our business plan. We will also likely need to extend the Prior Notes, which may be expensive and require us to issue dilutive securities.

WeRevolving ~~are~~Loan 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 the up to $15,000,000 sought in our recent private placement offerings which closed on December 31, 2021, we require additional capital to meet our financial obligation and working capital requirements for the next twelve months. We launched a second offering of $7,000,000 of convertible notes and warrants in August 2022, of which $838,000 was raised in 2022; this offering expired on March 31, 2023. We will therefore require additional capital in order to execute our business plan. A summary of the recent financings is provided below.Facility

OnIn ~~January~~June 282023, ~~2022,~~the ~~Mikab~~Company ~~entered~~terminated ~~into~~its aexisting ~~non-recourse~~ Factoring ~~and Security~~ Agreement ~~(the “Factoring Agreement”)~~ with ~~Tower~~another ~~Cap~~lender ~~LLC~~and ~~(the~~entered ~~“Purchaser”)~~into ~~under~~a ~~which~~Loan ~~the~~and ~~Purchaser~~Security ~~agreed~~Agreement towith ~~purchase~~Thermo ~~selected~~Communications ~~Mikab~~Funding, ~~accounts~~LLC ~~receivable~~which ~~(subject~~provides tofor a ~~required~~$2,000,000 ~~reserve).~~revolving ~~The~~line ~~Purchaser~~of ~~retains~~credit ~~the~~facility ~~right~~ to ~~purchase~~be ~~such~~evidenced ~~accounts~~by asa itpromissory ~~deems appropriate~~note. ~~Under~~As ~~the~~of ~~Factoring~~June ~~Agreement~~30, ~~the~~2023, ~~amount~~there ~~advanced~~was ~~to Mikab varies by account debtor. The fees include interest ranging from~~ $1~~.95%~~,780,018 ~~per~~outstanding ~~month~~under ~~for~~the ~~accounts~~revolving ~~due~~line inof 30credit ~~days to 1~~facility.~~75%~~ ~~for~~See ~~accounts~~“Note ~~due~~11 in- 90Loans ~~days~~Payable in- ~~addition~~Revolving toLine ~~other~~of ~~fees~~Credit” ~~which Mikab will be charged~~ in the ~~ordinary~~footnotes ~~course~~accompanying of the ~~relationship.~~financial ~~The~~statements ~~Purchaser~~contained ~~also has a security interest (subject to that of the holders of the 2021 Notes)~~ in ~~all~~this ~~accounts receivable and other assets of Mikab~~Report.

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

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

Related Party Bridge Loans and Accompanying Notes and Warrants

During the period from May 27 through August 11, 2021, certain insiders (the “Related Party Lenders”) made a total of $651,649 of bridge loans to the Company. These loans are evidenced by promissory notes which bear interest at 12% to 15% per annum and were originally due upon the earlier of the closing of the Acquisition or September 1, 2021. The Company also issued Warrants in connection with the bridge loans. The Related Party Lenders agreed to defer payment until the closing of the first financing following the closing of the Acquisition, and subsequently agreed to modify the bridge notes, the effect of which was to extend the indebtedness’ due date into 2023. For more information about these related party notes and warrants, see "Note 1110 – Loans Payable - Related Party."

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Acquisition Strategy

AsWhile ~~part of our growth strategy,~~ we ~~may~~are ~~acquire~~presently ~~companies that expand, complement, or diversify our business. We regularly review opportunities and periodically engage~~ in discussions ~~regarding~~to ~~possible~~potentially ~~acquisitions.~~acquire ~~Our~~a ~~ability~~target tofor ~~sustain~~cash ~~our~~pursuant ~~growth~~to ~~and~~a ~~maintain~~preliminary ~~our~~letter ~~competitive~~of ~~position~~intent, we may benot ~~affected~~complete bythat ~~our ability to identify~~acquisition, ~~acquire,~~which ~~and~~among ~~successfully~~other ~~integrate~~thing ~~companies.~~would ~~Additionally,~~require ~~our~~us ~~inability~~ to raise sufficient ~~proceeds~~capital from ~~our~~an ~~private~~offering ~~placement~~of ~~offerings~~securities ~~in late 2021 and 2022 has hindered our ability~~ to ~~pursue~~pay ~~acquisitions~~the aspurchase ~~planned~~price and ~~will~~repay ~~likely delay our acquisition efforts in 2023 and beyond, particularly given our financial obligations under~~ the ~~related~~Prior ~~party bridge~~ notes~~, convertible notes payable and Notes which extend into late 2023~~.

Impact of Certain Events

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

Critical Accounting Policies

Revenue Recognition

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

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

Convertible Notes

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on 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~~principal executive officer) and Mr. Ross DiMaggio, who is presently serving as our Chief Financial Officer (~~Principal~~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~~Chief ~~officer~~Executive Officer, to allow timely decisions regarding required disclosure as a result of material weaknesses in our internal control over financial reporting.

Changes in Internal Controls over Financial Reporting.

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

None.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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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.

Exhibit #	Description
			Incorporated by Reference			Filed or FurnishedHerewith
2.1	Agreement and Plan of Merger of PhoneBrasil International Inc. with and into Americrew, Inc.
Exhibit #		Exhibit Description	Form	Date	Number
3.1	Certificate of Incorporation
2.1		Agreement and Plan of Merger of PhoneBrasil International Inc. with and into Americrew Inc.	DEF14C	10/14/21	Annex B
3.2	Bylaws
3.1		Certificate of Incorporation	DEF 14C	10/14/21	Annex C
31.1	Certification of Principal Executive Officer (302)
3.2		Bylaws	DEF14C	10/14/21	Annex D
31.2	Certification of Principal Financial Officer (302)
10.1		Loan and Security Agreement	8-K	7/18/23	10.1
32.1	Certification of Principal Executive and Principal Financial Officer (906)
10.2		Promissory Note	8-K	7/18/23	10.2
101.INS	Inline XBRL Instance Document.
10.3		Guaranty	8-K	7/18/23	10.3
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
31.1		Certification of Principal Executive Officer (302)				Filed
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
31.2		Certification of Principal Financial Officer (302)				Filed
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
32.1		Certification of Principal Executive and Principal Financial Officer (906)				Furnished
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document..
101.INS		Inline XBRL Instance Document.				Filed
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.				Filed
104	Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit
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).

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: May 16, 2023	By:	/s/ Brian Weis
		Brian Weis
		President and COO (Principal Executive Officer)
Date: May 16, 2023	By:	/s/ Ross DiMaggio
		Ross DiMaggio
		Chief Financial Officer
		(Principal Financial Officer)

	AMERICREW, INC.

Date: [NTD]	By:	/s/ Brian Weis
		Brian Weis
		President and COO (Principal Executive Officer)

Date: [NTD]	By:	/s/ Ross DiMaggio
		Ross DiMaggio
		Chief Financial Officer
		(Principal Financial Officer)

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