UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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

	For the fiscal year ended December 31, 2021

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

	For the transition period from ___________ to ___________

Commission file number 000-56176

Americrew Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		86-2551989
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

21 Omaha Street, Dumont, NJ		07628
Address of Principal Executive Offices		Zip Code

(201) 387-7700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing price as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2021, was approximately $1,377,043.

DOCUMENTS INCORPORATED BY REFERENCE

This Amendment No. 1 on Form 10-K/A to Form 10-K for the fiscal year ended December 31, 2021 originally filed on April 15, 2022 (this “Amendment”) is being filed to provide the amended or additional information required by Parts II and IV of Form 10-K. Except as set forth herein, this Amendment does not change the previously reported financial statements or any of the other disclosures contained in Part I or Part III of the Form 10-K.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K (the “2021 Form 10-K”) of Americrew, Inc. (the “Company”) for the year ended December 31, 2021 (“Fiscal 2021”), as filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2022. We are filing this Amendment to amend Parts II and IV of the 2021 Form 10-K to amend certain disclosure in the 2021 Form 10-K and to provide the required certifications.

In addition, the Exhibit Index in Item 15 of Part IV of the 2021 Form 10-K is hereby amended and restated in its entirety and currently dated certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment.

Except as described above, no other changes have been made to the 2021 Form 10-K. The 2021 Form 10-K continues to speak as of the date of the 2021 Form 10-K, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the 2021 Form 10-K other than as expressly indicated in this Amendment.

/S/ BF Borgers CPA PC We have served as the Company's auditor since 2020

Lakewood, CO April 15, 2022

Firm ID is 5041.

TABLE OF CONTENTS

PART II of Form 10-K
		Page
Item 9A.	Controls and Procedures	4

PART IV of Form 10-K
		Page
Item 15.	Exhibits	6

Table of Contents

PART II

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on their evaluation, management has concluded that the Company’s disclosure controls and procedures are ineffective as of the end of the period covered by this report.

Management’s Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

●

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

●

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Table of Contents

Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of December 31, 2021, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

	●	The Company does not have sufficient segregation of duties within accounting functions.

	●	The Company does not have an independent board of directors or an audit committee.

	●	The Company does not have written documentation of our internal control policies and procedures.

	●	A substantial portion of the Company’s financial reporting is carried out by a financial consultant.

We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional financial and accounting personnel at such time as we raise or otherwise generate sufficient capital to do so.

Changes in Internal Controls over Financial Reporting

As a result of the acquisition of Mikab in August 2021, management believes that the Company’s internal controls over financial reporting have improved. We remediated one material weakness relating to our lack of segregation of duties. Other than the foregoing, there have been no changes in the internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal year ended December 31, 2021 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

		Incorporated by Reference			Filed or Furnished Herewith
Exhibit #	Exhibit Description	Form	Date	Number
2.1	Agreement and Plan of Merger of PhoneBrasil International Inc. with and into AmeriCrew Inc.	DEF14C	10/14/21	Annex B
3.1	Certificate of Incorporation	DEF 14C	10/14/21	Annex C
3.2	Bylaws	DEF14C	10/14/21	Annex D
4.1	Description of Capital Stock				Filed**
10.1	Stock Purchase Agreement dated December 7, 2020	10-K	3/16/21	10.1
10.2	Form of Share Exchange Agreement dated August 12, 2021+	8-K	8/12/21	10.1
10.3	Form of Security Agreement	8-K	10/12/21	10.4
10.4	Form of Guaranty Agreement	8-K	10/12/21	10.5
10.5	Form of Registration Rights Agreement	8-K	10/12/21	10.6
10.6	Form of Securities Purchase Agreement	8-K	12/21/21	10.1
10.7	Form of Secured Convertible Promissory Note	8-K	12/21/21	10.2
10.8	Form of Warrant	8-K	12/21/21	10.3
10.9	Form of Amended and Restated Consolidated Bridge Funding Promissory Note	8-K	1/18/22	10.1
10.10	Form of Note Modification Agreement	8-K	1/18/22	10.2
10.11	Form of Warrant	8-K	1/18/22	10.3
10.12	Master Service Agreement by and between Novation Enterprises, LLC and AmeriCrew Holdings LLC dated April 1, 2021	S-1	2/2/22	10.11
10.12(a)	First Amendment to Master Services Agreement dated November 15, 2021	S-1	2/2/22	10.12
10.13	Promissory Note issued to the Estate of Wesley Weis				Filed**
10.14	Factoring and Security Agreement dated January 28, 2022				Filed**
10.15	Code of Ethics				Filed**
21.1	List of Subsidiaries	S-1	2/2/22	10.12
31.1	Certification of Principal Executive Officer (302)				Filed**
31.2	Certification of Principal Financial Officer (302)				Filed**
32.1	Certification of Principal Executive Officer and Principal Financial Officer (906)				Furnished***
101.INS	Inline XBRL Instance Document.				Filed**
101.SCH	Inline XBRL Taxonomy Extension Schema Document.				Filed**
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.				Filed**
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.				Filed**
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.				Filed**
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.				Filed**
104	Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

+	Exhibits and/or Schedules have been omitted. The Company hereby agrees to furnish to the Staff of the Securities and Exchange Commission upon request any omitted information.

*	This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
**	Previously filed with our 2021 Form 10-K, originally filed with the SEC on April 15, 2022, which is being amended hereby.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: November 3, 2022	By:	/s/ P. Kelley Dunne
		P. Kelley Dunne, Chief Executive Officer

AmeriCrew Inc. 10-K/A