AmeriCrew (ACRU) 10-Q/A4 Nov 222022 Q2 Quarterly report (amended)Financial data

Company Profile

Cover

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2022	Aug. 12, 2022
Cover [Abstract]
Entity Registrant Name	AMERICREW, INC.
Entity Central Index Key	0001407573
Document Type	10-Q/A
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		15,764,424
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-56176
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	86-2551989
Entity Interactive Data Current	Yes
Entity Address Address Line 1	21 Omaha Street
Entity Address City Or Town	Dumont,
Entity Address State Or Province	NJ
Entity Address Postal Zip Code	07628
City Area Code	201
Local Phone Number	387-7700

CONSOLIDATED BALANCE SHEETS Res

CONSOLIDATED BALANCE SHEETS Restated - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 193,385	$ 721,452
Accounts receivable - net of allowance for doubtful accounts	3,775,471	1,452,560
Prepaid and other current assets	752,114	241,865
Total current assets	4,720,970	2,415,877
Fixed assets:
Fixed asset - cost	1,460,174	1,460,174
Less accumulated depreciation	(1,372,207)	(1,355,576)
Fixed assets, net	87,967	104,598
Operating lease right of use	988,521	0
Total assets	5,797,458	2,520,475
Current liabilities:
Accounts payable and accrued liabilities	1,283,249	1,089,070
Factored accounts receivable liability	1,341,327	0
Loan payable - Insurance	616,336	138,051
Federal and State Taxes Payable	20,000	0
Operating lease liability	279,633	0
Loan payable - related party	170,780	170,780
Total current liabilities	3,711,325	1,397,901
Other liabilities:
Loan payable stockholder	451,859	464,078
Loan payable - other	0	90,717
Operating lease liability-non-current	708,838	0
Loan payable - related party	464,078	522,563
Convertible notes, net payable	2,411,732	2,411,732
Convertible note payable - accrued interest	74,534	14,706
Total liabilities	7,822,366	4,901,697
Stockholders' (deficit) equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, and 0 shares outstanding	0	0
Common stock, $0.001 par value, 75,000,000 shares authorized, 15,764,424 shares issued and outstanding	15,764	15,764
Additional paid in capital	142,484	142,484
Accumulated deficit	(2,183,156)	(2,539,470)
Total Stockholders' deficit	(2,024,908)	(2,381,222)
Total liabilities and stockholders' deficit	$ 5,797,458	$ 2,520,475

CONSOLIDATED BALANCE SHEETS R_2

CONSOLIDATED BALANCE SHEETS Restated (Parentheticals) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS Restated
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	15,764,424	15,764,424
Common stock, shares outstanding	15,764,424	15,764,424

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Restated - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Restated
Revenue	$ 4,678,413	$ 1,229,733	$ 6,622,191	$ 2,823,727
Cost of revenue, exclusive of depreciation	3,012,570	836,928	4,458,934	1,872,617
Operating expenses:
General and administrative expenses	1,028,338	266,394	1,641,616	860,244
Depreciation	8,315	8,316	16,631	16,631
Total operating expenses	1,036,653	274,710	1,658,247	876,875
Operating income	629,190	118,095	505,010	74,235
Interest expense	118,696	0	128,696	2,417
Gain on forgiveness of debt		0		351,370
Federal and state Tax Expense	20,000	0	20,000	0
Net Income	$ 490,494	$ 118,095	$ 356,314	$ 423,188
Earnings per common share (Note 2):
Basic	$ 0.03	$ 0.40	$ 0.02	$ 1.45
Diluted	$ 0.03	$ 0.40	$ 0.02	$ 1.45
Weighted-average number of common shares outstanding
Basic	15,764,424	290,340	15,764,424	290,340
Diluted	15,764,424	290,340	15,764,424	290,340

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT (UNAUDITED) Restated - USD ($)	Total	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Common Stock	Preferred Stock
Balance, shares at Dec. 31, 2020				290,340	3,094,000
Balance, amount at Dec. 31, 2020	$ 994,463	$ 88,336	$ 902,743	$ 290	$ 3,094
Net Income			305,093
Balance, shares at Mar. 31, 2021				290,340	3,094,000
Balance, amount at Mar. 31, 2021	1,299,566	88,336	1,207,836	$ 290	$ 3,094
Balance, shares at Dec. 31, 2020				290,340	3,094,000
Balance, amount at Dec. 31, 2020	994,463	88,336	902,743	$ 290	$ 3,094
Balance, shares at Jun. 30, 2021				290,340	3,094,000
Balance, amount at Jun. 30, 2021	1,417,651	88,336	1,325,931	$ 290	$ 3,094
Balance, shares at Mar. 31, 2021				290,340	3,094,000
Balance, amount at Mar. 31, 2021	1,299,566	88,336	1,207,836	$ 290	$ 3,094
Net Income			118,095
Balance, shares at Jun. 30, 2021				290,340	3,094,000
Balance, amount at Jun. 30, 2021	1,417,651	88,336	1,325,931	$ 290	$ 3,094
Restatement Adjustment		282,450	(282,450)
Balance, shares at Dec. 31, 2021				15,764,424
Balance, amount at Dec. 31, 2021	(2,381,222)	(139,966)	(2,257,020)	$ 15,764	0
Balance, shares at Dec. 31, 2021				15,764,424
Balance, amount at Dec. 31, 2021	(2,381,222)	142,484	(2,539,470)	$ 15,764
Net Income			(134,180)
Balance, shares at Mar. 31, 2022				15,764,424
Balance, amount at Mar. 31, 2022	(2,515,402)	142,484	(2,673,650)	$ 15,764
Balance, shares at Dec. 31, 2021				15,764,424
Balance, amount at Dec. 31, 2021	(2,381,222)	(139,966)	(2,257,020)	$ 15,764	0
Balance, shares at Dec. 31, 2021				15,764,424
Balance, amount at Dec. 31, 2021	(2,381,222)	142,484	(2,539,470)	$ 15,764
Balance, shares at Jun. 30, 2022				15,764,424
Balance, amount at Jun. 30, 2022	(2,024,908)	142,484	(2,183,156)	$ 15,764	0
Balance, shares at Mar. 31, 2022				15,764,424
Balance, amount at Mar. 31, 2022	(2,515,402)	142,484	(2,673,650)	$ 15,764
Net Income			490,494
Balance, shares at Jun. 30, 2022				15,764,424
Balance, amount at Jun. 30, 2022	$ (2,024,908)	$ 142,484	$ (2,183,156)	$ 15,764	$ 0

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Restated - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net income from continuing operations	$ 356,314	$ 423,188
Adjustments to reconcile net operating income to net cash provided by / (used in) operating activities:
Depreciation	16,631	16,631
Amortization of employee incentive mortgages	0	6,578
Other
(Increase) decrease in Assets: Accounts receivable	(2,322,911)	(81,918)
Other Assets	(510,249)	50,278
Increase in accrued interest	59,828
Increase in accounts payable	194,129	204,798
Increase in accrued expenses	20,000	0
Increase in other current liabilities	478,285	0
Net cash (used) provided by operating activities	(1,707,973)	619,555
Cash Flows from financing activities
Proceeds from Factoring of Accounts Receivable	1,341,327	0
(Repayments of) / Proceeds from loans and notes payable	(161,421)	294,967
Premiums paid for stockholders' life insurance		(11,661)
Net cash provided by financing activities	1,179,906	283,306
Net increase/(decrease) in cash	(528,067)	902,861
Cash and cash at beginning of period	721,452	781,497
Cash and cash at end of period	193,385	1,684,358
Supplemental disclosure of cash flow information:
Income taxes paid	0	1,500
Interest paid	13,046	2,417
Non Cash Investing and Financing Activities
Increase in the right of use asset and lease liability	$ 988,521	$ 0

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	6 Months Ended
ORGANIZATION AND DESCRIPTION OF BUSINESS	Jun. 30, 2022
ORGANIZATION AND DESCRIPTION OF BUSINESS
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Americrew, Inc. f/k/a PhoneBrasil International, Inc. f/k/a Utz Technologies, Inc. (the “Company”, or “PhoneBrasil”) was organized in New Jersey as Donald Utz Engineering, Inc. in 1991. In April of 1991, the Company changed its name to Utz Engineering, Inc. In March 2002, the Company changed its name to Utz Technologies, Inc. The Company changed its name to PhoneBrasil International, Inc. and further filed a Registration of Alternate Name in the State of New Jersey for the use of the name PhoneBrasil International, Inc. (“we” or the “Company”). On November 16, 2021, the company changed its name to Americrew, Inc. On April 20, 2007, with a new management team in place, the Board of Directors, in furtherance of its plan designed to grow the Company substantially, and materially change the business direction of the Company, took the following action: 1. Elected to divest the Company of its then-current business activities by selling, in consideration of the assumption of all indebtedness and relief of obligations under executory contracts, all of its business assets; 2. Agreed to acquire all the capital shares of PhoneBrasil Telephonia Voipdigital, Inc., in exchange for 6,000,000 shares of the Company’s capital stock: and 3. Agreed, subject to Shareholder approval, to change the Company’s name to PhoneBrasil International Inc. On February 14, 2020, the Superior Court of New Jersey Equity Division appointed Custodian Ventures, LLC as the custodian for PhoneBrasil International, Inc., f/k/a Utz Technologies, Inc., Civil Action No. C-2-20, finding that Custodian Ventures, LLC had exhausted all reasonable means of serving the Summons and Complaint in the action to the officers and directors of PhoneBrasil International, Inc., f/k/a Utz Technologies, Inc., and thereby deemed to have served the Summons and Complaint pursuant to Rule 4:4-4(b)(3) and the officers and directors failed to answer or respond in the time allotted by Rule 1:20-6.2. There was no opposition. On September 30, 2020, the Company filed a Restated Certificate of Incorporation which increased the authorized shares to 300,000,000 shares of common stock and 10,000,000 shares of preferred stock each with a par value of $0.000001 per share. The preferred shares are convertible to common shares at a ratio of 30 to 1. The increase in the shares the Company is authorized to issue was made because Management believed that it would better position the Company in its efforts to make acquisitions of viable business entities on a stock for stock basis. The Board of Directors further believed it would benefit the shareholders to have a substantial number of unreserved shares available for issuance so that adequate shares may be available for the possible business combination or acquisition. On September 15, 2020, the Company issued 18,000,000 shares of $0.00001 par value common stock to Custodian Ventures, LLC in return for a reduction of $5,000 of the interest-free demand loans issued to the Company by Custodian Ventures, LLC. On October 5, 2020, the Company issued 10,000,000 shares of Series A Preferred Stock to Custodian Ventures, LLC in return for a reduction of $10,000 of related party debt that had been extended to the Company. Effective December 9, 2020, DR Shell LLC, a Delaware limited liability company (the “Buyer”) purchased from Custodian Ventures LLC, 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 Convertible Preferred Stock of the Company, for a total purchase price of $245,000 in cash. The funds were provided by the Buyer’s members. The shares were acquired pursuant to a Stock Purchase Agreement, dated December 9, 2020 (the “SPA”), by and among the Seller, the Buyer, and David Lazar, then Chief Executive Officer of the Company and managing director of Custodian Ventures, LLC. Additionally, under the terms of the SPA, Mr. Lazar forgave $41,229 in related-party loans. As a result of the transaction, Mr. Ross DiMaggio, the manager of the Buyer, acquired control of the Company. Under the terms of the SPA, effective December 9, 2020, Mr. Lazar resigned as the Chief Executive Officer, Treasurer, and Secretary of the Company, and Mr. DiMaggio was appointed as the sole director, Chief Executive Officer, Treasurer, and Secretary of the Company. On August 12, 2021, The Company executed a Share Exchange Agreement with MIKAB Corporation (MIKAB). The Company exchanged 94.2% of the outstanding PhoneBrasil Common Stock for the capital stock of MIKAB. MIKAB provides specialty contracting services to market participants in the telecommunications and clean energy industries and infrastructure build throughout the United States. A proportion of our workforce is staffed through a unique in-house program through which we hire and train military veterans to provide construction and maintenance services to our customers. We also hire employees with skill and experience in our fields and use third party independent contractors for our operations. On September 13, 2021, the Company increased the authorized common stock to 1,650,000,000. On November 16, 2021 the Company filed a Second Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) with the New Jersey Secretary of State pursuant to the New Jersey Business Corporation Act (the “NJBCA”). The Amendment made the following changes: 1. Change 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, in 2021 the Company changed its domicile from New Jersey to Delaware. Under guidance of ASU 805-10-55-11 through 15 MIKAB has been identified as the acquirer for accounting purposes. Accordingly, the historical financial statements are those of MIKAB for all periods presented.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. Management’s Representation of Interim Condensed Consolidated Financial Statements The accompanying unaudited Condensed Consolidated Condensed Consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual Condensed Consolidated financial statements. Certain information and footnote disclosures normally included in Condensed Consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been Condensed Consolidated or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These Condensed Consolidated Condensed Consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These Condensed Consolidated Condensed Consolidated financial statements should be read in conjunction with the audited Condensed Consolidated financial statements and notes thereto as of and for the year ended December 31, 2021, as presented in the Company’s Annual Report on Form 10-K filed on April 22, 2022 with the SEC. Principles of Consolidation The Condensed Consolidated financial statements include two subsidiaries controlled by the Company, MIKAB Inc. and Americrew CE, LLC. This company is the operating unit of the Company and generate all of the revenues for the Company. All intercompany transactions are eliminated in consolidation. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. The Company does not have sufficient working capital to meet its cash needs for the next 12 months. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company 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 short-term loans from related parties. The Company has $511,857 in cash on hand as of August 12, 2022. We owe $256,000 to our former principal stockholder which was due December 30, 2021; we also owe $351,649 of bridge notes due on July 31, 2022, and the balance of $300,000 due on December 31, 2022. We also owe $2,485,000 of convertible promissory notes which mature between October-December 30, 2023. In addition, we owe $464,078 to the estate of a family member of our Chief Operating Officer which is due January 1, 2025. See Notes 12 and 13to our Condensed Consolidated Financial Statements for more information on our indebtedness. Other than paying our 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 at least an additional $5 million. We are pursuing a new offering of Notes and Warrants in 2022 and seek to raise up to $7 million on a best efforts basis. Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our expansion goals and working capital needs. The consolidated financial statements do not include any adjustments relating to this uncertainty. Use of Estimates The preparation of 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 at the date of the 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. Cash On June 30, 2022, and December 31, 2021, the Company’s cash totaled $193,385 and $721,452, respectively. Accounts Receivable and Allowance for Doubtful Accounts Accounts Receivable are stated at their full collectible value less an allowance for doubtful accounts for any receivables over six months old from the balance sheet date. The Company reviews all receivables prior to the year end and all uncollectible amounts are written off against income. Historically, our uncollectible Accounts Receivables have been less than 1% on an annual basis and therefore deemed immaterial. June 30, 2022 December 31, 2021 Accounts Receivable – Total $ 3,814,771 $ 1,491,860 Less: Allowance for Doubtful Accounts (39,300 ) (39,300 ) Accounts Receivable – Net $ 3,775,471 $ 1,452,560 Revenue Recognition The Company recognizes its revenue in accordance with FASB Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASC 606”). ASC 606 is the result of a joint project of the FASB and the International Accounting Standards Board (“IASB”) to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards (“IFRS”). The guidance affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. ASC 606 provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. An entity should apply the following five-step process to recognize revenue: Step 1: Identify the contract with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company is engaged in one major line of business, specialty contracting services to market participants in the telecommunications and clean energy industries and infrastructure build throughout the United States. The Company satisfies its performance obligation at the point of sale when the transfer of control of services to customers occurs. Revenue is recognized upon the transfer of control of the promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. For service sales, the Company typically transfers control at a point in time upon service is completed. Typically, the timing of revenue recognition coincides with the timing of invoicing to the customers, at which time the Company has an unconditional right to consideration. As such, the Company typically records a receivable when revenue is recognized. The contract with the customer states the final terms of the sale, including the description of services and pricing. Payment is typically due within 30 of the service completion. The Company’s contracts with customers generally result in services performed at point in time with a single performance obligation. 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 Corporation 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 Corporation performs the following five steps: (i) identifies the contracts with a customer; (ii) identifies the performance obligations within the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when, or as, the Corporation satisfies each performance obligation. Customers are billed as work is completed and accepted. Extended contracts are billed in segments as completed. The amount of unbilled work in process at the end of a period is immaterial to the Condensed Consolidated financial statements taken as a whole. If a contract has been completed and accepted but not billed at the end of the year, the contract price is accrued as sales in the year completed. Fixed Assets Fixed assets are recorded at cost. Depreciation is provided over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of the assets are as follows: Trucks and automobiles 7 years Equipment 7 years Leasehold improvements 10 years Repairs and maintenance are charged to expense as incurred. Gains and losses on disposition of property and equipment are included in income. Long-Lived Assets Long-lived assets are reviewed for impairment periodically or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with FASB ASC Topic 360. If the total expected future cash flows, including estimated salvage value, is less than the asset’s carrying value, the asset is written down to its fair value. For the six months June 30, 2022, management determined that no such impairment existed. Income Taxes Effective January 1, 1981, the Company elected with the consent of its stockholders, to be taxed under the provisions of subchapter S of the Internal Revenue Code. Under these provisions, the Company does not pay Federal corporate income tax on its income. Instead, the stockholders are liable for individual Federal income tax on the Company’s taxable income. For tax purposes, income is reported using the income tax basis of accounting. The same election was made for the State of New Jersey as of January 1, 1995. However, there are minimum taxes due to New Jersey based on the amount of the Company’s revenues. Any tax paid is reported as an expense under Other Operating Expenses. As a result of the stock transactions on August 12, 2021, Mikab’s Subchapter S election has been terminated. As of that date forward the Company will be treated as a taxable C corporation. Separate short year tax returns for S and C Corporations will be required to be filed for 2021. The Company is a C Corporation for federal income tax purposes. Income taxes include U.S. federal, state, and local taxes, and deferred taxes arising from temporary differences between income for financial reporting and income tax purposes. These differences are primarily related to the allowance for doubtful accounts, inventories, prepaid expenses, and various accruals. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement balances and the tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the years that include the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized. Deferred tax assets and liabilities are aggregated and shown as a net non-current amount on the accompanying consolidated balance sheet. An uncertain tax position in a tax return is recognized in the consolidated financial statements when it is more likely than not that the position would be sustained upon examination by taxing authorities. A recognized tax position is then measured at the largest amount of benefit that has greater than a 50% likelihood of being realized upon ultimate settlement. Accounting provisions also require that a change in judgment that results in subsequent recognition, derecognition, or change in a measurement of a tax position taken in a prior annual period (including any related interest and penalties) be recognized as a discrete item in the period in which the change occurs. The Company regularly evaluates the likelihood of recognizing the benefit from income tax positions taken in various federal and state filings by considering all relevant facts, circumstances, and information available.

Restatement

Restatement	6 Months Ended
Restatement	Jun. 30, 2022
Restatement
Restatement	NOTE 3– Restatement Restatement As result of errors identified in our previously filed interim financial information for the three and six month periods ended June 30, 2022 and 2021, we have restated our prior financial statements. Those errors and restatements are as follows. We corrected 2021 earnings per share for errors made with respect to weighted average shares outstanding. We corrected prior period retained earnings for offering expenses that were previously included in equity but should have been in our prior period operating statement. We also corrected certain 2022 and 2021 clerical errors and presentation items in our cashflow and operating statements. Those are summarized as follows As Reported Restatement Adjustment As Restated As of December 31, 2021 Loans Payable - Other - 90,717 90,717 Additional Paid in Capital (139,966 ) 282,450 142,484 Retained Earnings (2,257,020 ) (282,450 ) (2,539,470 ) As of June 30, 2022 Accounts payable and accrued expenses 1,283,199 50 1,283,249 For the Quarter ended June 30, 2021 Net Income 118,095 - 118,095 Weighted Average Shares Outstanding 15,764,424 (15,474,084 ) 290,340 Earnings Per Share 0.01 0.39 0.40 For the six-months ended June 30, 2021 Net Income 423,188 - 423,188 Weighted Average Shares Outstanding 15,764,424 (15,474,084 ) 290,340 Earnings Per Share 0.03 1.42 1.45 For the quarter ended June 30, 2022 Net Income 491,034 (540 ) 490,494 Interest Expense 118,156 540 118,696 As of December 31,2021 – Opening Balance Sheet Adjustment Additional Paid in Capital (139,966 ) 282,450 142,484 Retained Earnings (2,257,020 ) (282,450 ) (2,539,470 ) Six months ended June 30, 2022 Net cash (used) provided by operations 1,707,973 3,415,946 (1,707,973 )

Concentration of Credit Risk

Concentration of Credit Risk	6 Months Ended
Concentration of Credit Risk	Jun. 30, 2022
Concentration of Credit Risk
Concentration of Credit Risk	NOTE 4 - Concentration of Credit Risk The Company maintains cash balances in several financial institutions. Such balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) for up to $250,000 per institution. From time to time, the Company’s balances may exceed these limits. The Company had one major vendor, which accounted for approximately 31% of all purchases for the six months ended June 30, 2022. The Company had three major customers, which accounted for approximately 28%, 22%, and 21% of all sales for the six months ended June 30, 2022. Accounts receivable due from five customers accounted for approximately 22%, 20%, 17%, 12%, and 11% of accounts receivable at June 30, 2022.

Fixed Assets

Fixed Assets	6 Months Ended
Fixed Assets	Jun. 30, 2022
Fixed Assets
Fixed Assets	NOTE 5 – Fixed Assets Fixed assets, net is summa as follows: Fixed assets June 30, 2022 December 31, 2021 Trucks and automobiles 785,332 785,332 Equipment 293,542 293,542 Leasehold improvements 381,300 381,300 1,460,174 1,460,174 Less: accumulated depreciation and amortization (1,372,207 ) (1,355,576 ) Fixed assets, net 87,967 104,598 Depreciation and amortization expense related to fixed assets amounted to $16,631 and $16,631 for the six months ended June 30, 2022 and 2021, respectively.

Paycheck Protection Program Loa

Paycheck Protection Program Loan	6 Months Ended
Paycheck Protection Program Loan	Jun. 30, 2022
Concentration of Credit Risk
Paycheck Protection Program Loan	NOTE 6 – Paycheck Protection Program Loan As a result of the Corona Virus pandemic, Mikab was able to obtain Paycheck Protection Program loans described in the CARES Act in the amount of $351,370 for payroll and other expense reimbursement in 2021 and 2020. Both loans were completely forgiven in 2021and such amounts recorded as a gain in the accompanying Condensed Consolidated consolidated statement of operations.

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2022
Related Party Transactions
Related Party Transactions	NOTE 7 – Related Party Transactions Mikab and the Company have entered into a number of related party transactions. Certain of the owners of the Company own stock in entities which sell goods and services and lease premises to the Company. The Company believes the terms of these transactions approximate those done as arms-length and are as follows for the six months ended June 30, 2022 and 2021: Entity Product 2022 2021 New Jersey Tower Service Inc Services $ 0 $ 33,767 Mikab Equipment Sales Inc Equipment $ 0 $ 23,836 29 Aladdin Avenue Realty LLC Premises Lease $ 18,600 $ 27,900 75 Second Street Realty LLC Premises Lease $ 7,200 $ 10,800 Mikab Realty LLC Premises Lease $ 7,200 $ 10,800 Mikab Properties LLC Premises Lease $ 53,985 $ 80,978 RR Power Leasing LLC Equipment $ 54,600 $ 0 Novation Enterprises Services & Workforce Dev $ 60,000 $ 0

Leasing Arrangements

Leasing Arrangements	6 Months Ended
Leasing Arrangements	Jun. 30, 2022
Leasing Arrangements
Leasing Arrangements	NOTE 8 – Leasing Arrangements The Company leases a commercial building under a twenty-year lease beginning October 1, 2009 and ending September 30, 2029, payable in monthly installments of $8,998 from Mikab Properties (a related party as described in Note 3). The Company is required to carry insurance and pay for all needed repairs, maintenance and real estate taxes. The rental amount has been reduced in the last two years to $96,000 in 2020 by agreement between the parties. There were oral month-to-month agreements for the three other premises the Company leases prior to 2021. Beginning in 2021, these three premises are under five-year lease agreements payable in monthly installments of $3,100 to 29 Aladdin Avenue Realty LLC, $1,200 to 75 Second Street Realty LLC and $1,200 to Mikab Realty LLC. Each has a 3% annual increase for the term of the leases. Based on current GAAP accounting, The Company has determined that it’s operating lease right of use is valued at $988,521 of which $279,633 is current and $708,838 is long-term. The future minimum lease commitments are as follows for the year ending June 30, 2022 $ 279,683 2023 $ 141,480 2024 $ 141,480 2025 $ 141,480 Thereafter $ 284,398

Stockholders Life Insurance

Stockholders Life Insurance	6 Months Ended
Stockholders Life Insurance	Jun. 30, 2022
Stockholders Life Insurance
Stockholders' Life Insurance	NOTE 9 – Stockholders’ Life Insurance The Company entered into life insurance policies for certain stockholders. The Company is both the owner and beneficiary of these policies. The purpose of these policies is to buy back the shares of the stockholder in the event of their death. The Company also provides whole life insurance to several of the key employees. There isn’t a cash surrender value

Fair Market Value (FMV)

Fair Market Value (FMV)	6 Months Ended
Fair Market Value (FMV)	Jun. 30, 2022
Fair Market Value (FMV)
Fair Market Value (FMV)	NOTE 10 – Fair Market Value (FMV) These Condensed Consolidated financial statements are required to disclose the methods used to determine the fair value of financial assets and liabilities based on a hierarchy of three levels of input. Level 1 inputs are based on unadjusted market prices within active markets. Level 2 inputs are based on quoted prices for similar assets and liabilities in active or inactive markets. Level 3 inputs would be primarily valued using management assumptions about the assumptions market participants would utilize in pricing the asset or liability. The three levels of the fair value hierarchy under FASB ASC Topic 820, Fair Value Measurement, Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The Company has no financial assets or liabilities requiring fair valuation.

Net Income (Loss) per Share

Net Income (Loss) per Share	6 Months Ended
Net Income (Loss) per Share	Jun. 30, 2022
Earnings per common share (Note 2):
Net Income (Loss) per Share	NOTE 11 – Net Income (Loss) per Share Basic net loss

Convertible Debt and Warrants

Convertible Debt and Warrants	6 Months Ended
Convertible Debt and Warrants	Jun. 30, 2022
Stockholders Life Insurance
Convertible Debt and Warrants	NOTE 12 – Convertible Debt and Warrants During the fourth quarter of 2021, the Company sold $2,485,000 of senior secured convertible notes (the “Notes”) and five-year warrants (the “Warrants”) to purchase 961,544 shares of the Company’s common stock at an exercise price of $1.9032 per share. It also issued 110,342 Placement Agent Warrants to a Placement Agent which contain similar terms to the Warrants except they are exercisable at $2.0935 per share. Each Note is due two years from the date of issuance. The Notes bear interest at 8% per annum payable quarterly, subject to an increase in case of an event of default as provided for therein, and interest is payable in cash or common stock at the option of each investor. The Notes are convertible into shares of common stock at any time following the date of issuance at the holder’s option at a conversion price of $1.9032 per share, subject to certain adjustments. The conversion price will also be subject to adjustment upon any issuance by the Company of common stock or securities convertible or exercisable into common stock at a price per share that is lower than the conversion price (a “Dilutive Price”), subject to certain exempt issuances, whereupon the conversion price will be adjusted to 80% of the Dilutive Price. Furthermore, at any time after December 31, 2022, we may, after written notice to the noteholders, redeem all of the then outstanding principal amount of the Notes for cash in an amount equal to the sum of 110% of the then outstanding principal amount of the Notes, accrued but unpaid interest and all other amounts due in respect of the Notes (if any). The Notes also contain certain negative covenants including the general inability to borrow funds whether to prepay the Notes or otherwise, although in 2023 we may borrow a sufficient sum to cover the prepayment. The Warrants are exercisable for five-years from the respective dates of issuance at an exercise price of $1.9032 per share, subject to certain adjustments, including adjustment upon any issuance by the Company of common stock or securities convertible or exercisable into common stock at a Dilutive Price in which event the exercise price will be adjusted to 80% of the Dilutive Price, subject to certain exempt issuances. If at any time after the six-month anniversary of the issuance of the Warrants, there is no effective Registration Statement registering, or no current Prospectus available for, the resale of the shares underlying the Warrants, the holders may exercise the Warrants on a net exercise or cashless basis. Our obligations under the Notes are secured by a first priority lien on all of our assets and those of our wholly-owned 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 subsidiary, entered into a Guaranty Agreement, dated October 5, 2021. The Note also contains customary negative covenants prohibiting the Company from certain actions while the Note remains outstanding. Each of the Note and the Warrants contain a 4.99% beneficial ownership limitation pursuant to which neither may be converted or exercised, as applicable, if and to the extent that following such conversion or exercise the holder would beneficially own more than 4.99% of the Company’s outstanding common stock, subject to increase to 9.99% upon 61 days’ prior written notice by the holder. In addition, pursuant to the Securities Purchase Agreement, we entered into Registration Rights Agreements with the purchasers, in which we agreed to file a Registration Statement on Form S-1 with the SEC on or before January 31, 2022, covering the resale of the shares of common stock issuable upon conversion of the Notes and exercise of the Warrants and to have such Registration Statement declared effective within 90 days thereafter. The Warrants are equity classified. On the date of issuance, the warrants had a fair value of $65,284 and relative fair value of $75,824.33. Amortization of debt discount has been recorded in interest expense the accompanying condensed consolidated statement of operations.

Loans Payable Related Party

Loans Payable Related Party	6 Months Ended
Loans Payable Related Party	Jun. 30, 2022
Loans Payable Related Party
Loans Payable Related Party	NOTE 13 – Loans Payable - Related Party As of June 30, 2022 and December 31, 2021, there was a note payable to related parties of $464,078 and $522,562. The lean bears interest at 12% and 10% respectively and matures January 1, 2025 and December 31, 2022 respectively.

Loan Payable Stockholder

Loan Payable Stockholder	6 Months Ended
Loan Payable Stockholder	Jun. 30, 2022
Loan Payable Stockholder
Loan Payable Stockholder	NOTE 14 – Loan Payable - Stockholder As of June 30 2022 and December 31, 2021 the balances of loan payable stockholder were $451,859 and $ 464,078 respectively. The loan bears no interest until maturity January 1, 2025. Interest after maturity is 10% per annum until fully repaid.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	6 Months Ended
GOODWILL AND INTANGIBLE ASSETS	Jun. 30, 2022
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS	NOTE 15 – GOODWILL and INTANGIBLE ASSETS GOODWILL The Company entered into a Stock Purchase Agreement (the “SPA”) effective as of August 12, 2021 with MIKAB and its stockholders. On August 12, 2021, the Company completed the acquisition of all of the issued and outstanding stock of MIKAB and MIKAB became a wholly owned subsidiary of the Company. At the closing the Company delivered to the sellers a 94.6% of the Equity of The Company. Under guidance of ASU 805-10-55-11 through 15 MIKAB has been identified as the acquirer for accounting purposes. As a result of the foregoing the Company has not recorded goodwill. The Company intends to conduct a valuation study on the acquisition prior to yearend and will adjust its intangible assets pursuant to the final valuation report.

EQUITY

EQUITY	6 Months Ended
EQUITY	Jun. 30, 2022
EQUITY
EQUITY	NOTE 16 – EQUITY Common Stock The Company has authorized 300,000,000 shares of $0.000001 par value, common stock. As of June 30, 2022, and December 31, 2021, there were 15,764,424 shares of Common Stock issued and outstanding, respectively.

Contingencies

Contingencies	6 Months Ended
Contingencies	Jun. 30, 2022
EQUITY
Contingencies	NOTE 17 - Contingencies The Company may from time to time be involved in various legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation would not have a material adverse effect on the Company’s Condensed Consolidated consolidated financial statements. The COVID-19 outbreak in the United States has caused business disruption through mandated and voluntary closings. Although temporary disruptions can be expected, significant uncertainty exists concerning the magnitude and duration of the COVID-19 pandemic’s impact on the Company's customers, labor sources, supply chains, and demand for the Company’s services. The potential financial impact cannot be reasonably estimated at this time. The SBA may elect to undertake an audit of the Company’s Paycheck Protection Program loans.

Factoring Recourse

Factoring Recourse	6 Months Ended
Factoring Recourse	Jun. 30, 2022
EQUITY
Factoring Recourse	NOTE 18 – Factoring Recourse On January 28, 2022, MIKAB entered into a Factoring and Security Agreement (the “Factoring Agreement”) with Tower Cap LLC (the “Purchaser”), a related party, under which the Purchaser agreed to purchase selected MIKAB accounts receivable (subject to a required reserve). The Purchaser retains the right to purchase such accounts as it deems appropriate. Under the Factoring Agreement, the amount advanced to MIKAB varies by account debtor. MIKAB must repurchase delinquent accounts which are past due within 30 days. The fees include interest ranging from 1.95% per month for accounts due in 30 days to 1.75% for accounts due in 90 days in addition to other fees which MIKAB will be charged in the ordinary course of the relationship. The Purchaser also has a security interest (subject to that of the holders of the 2021 Notes described in Note 11) in all accounts receivable and other assets of MIKAB. Pursuant to the Factoring Agreement, MIKAB has agreed to repurchase any unpaid fees related to the purchased account on demand. The factored amounts are being recorded as a financing.

INCOME TAXES

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 30, 2022
EQUITY
INCOME TAXES	NOTE 19 INCOME TAXES The Corporation accounts for its income taxes using the Financial Accounting Standards Board ASC No. 740, "Accounting for Income Taxes", which requires the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carryforwards. Valuation reserves are used to offset deferred tax assets due to the uncertainty of the realization of those tax assets. Deferred tax expense or benefit is recognized as a result of the changes in the assets and liabilities during the year. The Corporation had a net operating loss available of approximately $797,000 at December 31, 2021 and $634,000 at June 30, 2022 to offset future federal and state taxable income. This loss does not expire. Under the Tax Cuts and Jobs Act passed in 2017, the carryforward of net operating losses incurred after 2017 no longer expire. However, these losses can only be used to offset 80% of taxable income in any one year (100% allowed in 2018). Losses incurred in 2017 and prior years can continue to be used to offset 100% of taxable income until they expire. The Deferred Tax Asset at December 31, listed below, reflect the current corporate tax rate of 21%. For the six months ended June 30, 2022, the approximate taxable income is $204,000. Based on current tax law this can be offset by the carryforward loss up to 80% of the taxable income or $163,200. The resulting taxable income would have a federal tax due of approximately $8,600. It is estimated that various state taxes are approximately $11,400. The Corporation's total deferred tax asset and deferred tax asset valuation allowances as of June 30, 2022 and December 31, 2021, respectively are as follows: 12/31/2021 6/30/2022 Total Deferred Tax Assets $ 167,000 $ 133,000 Less: Valuation Allowance (167,000 ) (133,000 ) Net Deferred Tax Assets $ - $ - The Corporation is subject to federal and state taxation in accordance with the Internal Revenue Code and various state codes. Corporation tax expense is charged to income when paid or accrued. The total accrued tax liability at June 30, 2022 would be $20,000. Since there was no change in the tax deferred asset or liability, there is no deferred tax expense or benefit in 2021. The Company evaluates all significant tax positions. As of June 30, 2022, the Company does not believe that it has any significant tax positions that would result in additional tax liability to the stockholders of the Company nor does it believe that there are any tax benefits that would increase or decrease within the next twelve months. The tax years subject to examination by the federal and state taxing authorities are the years ended December 31, 2019 to December 31, 2021.

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2022
Subsequent Events
SUBSEQUENT EVENTS	NOTE 20 – SUBSEQUENT EVENTS The Company has evaluated all events or transactions that occurred after June 30, 2022 through November 3, 2022, which is the date that the Condensed Consolidated financial statements were available to be issued. On September 30, 2022 and October 28, 2022, AmeriCrew Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) with five investors (the “Purchasers”) whereby the Purchasers lent the Company a total aggregate of $500,000 gross proceeds and the Company issued these Purchasers Secured Convertible Promissory Notes (the “Notes”), five-year Class A Common Stock Purchase Warrants (the “Class A Warrants”) and five-year Class B Common Stock Purchase Warrants (the “Class B Warrants”) at an exercise price of $1.9032 per share and $2.50 per share, respectively, pursuant to the terms and conditions of the SPA. There have been no other material subsequent events.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
Management's Representation of Interim Financial Statements	The accompanying unaudited Condensed Consolidated Condensed Consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual Condensed Consolidated financial statements. Certain information and footnote disclosures normally included in Condensed Consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been Condensed Consolidated or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These Condensed Consolidated Condensed Consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These Condensed Consolidated Condensed Consolidated financial statements should be read in conjunction with the audited Condensed Consolidated financial statements and notes thereto as of and for the year ended December 31, 2021, as presented in the Company’s Annual Report on Form 10-K filed on April 22, 2022 with the SEC.
Principles of Consolidation	The Condensed Consolidated financial statements include two subsidiaries controlled by the Company, MIKAB Inc. and Americrew CE, LLC. This company is the operating unit of the Company and generate all of the revenues for the Company. All intercompany transactions are eliminated in consolidation.
Going Concern	The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. The Company does not have sufficient working capital to meet its cash needs for the next 12 months. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company 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 short-term loans from related parties. The Company has $511,857 in cash on hand as of August 12, 2022. We owe $256,000 to our former principal stockholder which was due December 30, 2021; we also owe $351,649 of bridge notes due on July 31, 2022, and the balance of $300,000 due on December 31, 2022. We also owe $2,485,000 of convertible promissory notes which mature between October-December 30, 2023. In addition, we owe $464,078 to the estate of a family member of our Chief Operating Officer which is due January 1, 2025. See Notes 12 and 13to our Condensed Consolidated Financial Statements for more information on our indebtedness. Other than paying our 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 at least an additional $5 million. We are pursuing a new offering of Notes and Warrants in 2022 and seek to raise up to $7 million on a best efforts basis. Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our expansion goals and working capital needs. The consolidated financial statements do not include any adjustments relating to this uncertainty.
Use of Estimates	The preparation of 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 at the date of the 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.
Cash	On June 30, 2022, and December 31, 2021, the Company’s cash totaled $193,385 and $721,452, respectively.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable are stated at their full collectible value less an allowance for doubtful accounts for any receivables over six months old from the balance sheet date. The Company reviews all receivables prior to the year end and all uncollectible amounts are written off against income. Historically, our uncollectible Accounts Receivables have been less than 1% on an annual basis and therefore deemed immaterial. June 30, 2022 December 31, 2021 Accounts Receivable – Total $ 3,814,771 $ 1,491,860 Less: Allowance for Doubtful Accounts (39,300 ) (39,300 ) Accounts Receivable – Net $ 3,775,471 $ 1,452,560
Revenue Recognition	The Company recognizes its revenue in accordance with FASB Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASC 606”). ASC 606 is the result of a joint project of the FASB and the International Accounting Standards Board (“IASB”) to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards (“IFRS”). The guidance affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. ASC 606 provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. An entity should apply the following five-step process to recognize revenue: Step 1: Identify the contract with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company is engaged in one major line of business, specialty contracting services to market participants in the telecommunications and clean energy industries and infrastructure build throughout the United States. The Company satisfies its performance obligation at the point of sale when the transfer of control of services to customers occurs. Revenue is recognized upon the transfer of control of the promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. For service sales, the Company typically transfers control at a point in time upon service is completed. Typically, the timing of revenue recognition coincides with the timing of invoicing to the customers, at which time the Company has an unconditional right to consideration. As such, the Company typically records a receivable when revenue is recognized. The contract with the customer states the final terms of the sale, including the description of services and pricing. Payment is typically due within 30 of the service completion. The Company’s contracts with customers generally result in services performed at point in time with a single performance obligation. 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 Corporation 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 Corporation performs the following five steps: (i) identifies the contracts with a customer; (ii) identifies the performance obligations within the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when, or as, the Corporation satisfies each performance obligation. Customers are billed as work is completed and accepted. Extended contracts are billed in segments as completed. The amount of unbilled work in process at the end of a period is immaterial to the Condensed Consolidated financial statements taken as a whole. If a contract has been completed and accepted but not billed at the end of the year, the contract price is accrued as sales in the year completed.
Fixed Assets	Fixed assets are recorded at cost. Depreciation is provided over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of the assets are as follows: Trucks and automobiles 7 years Equipment 7 years Leasehold improvements 10 years Repairs and maintenance are charged to expense as incurred. Gains and losses on disposition of property and equipment are included in income.
Long-Lived Assets	Long-lived assets are reviewed for impairment periodically or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with FASB ASC Topic 360. If the total expected future cash flows, including estimated salvage value, is less than the asset’s carrying value, the asset is written down to its fair value. For the six months June 30, 2022, management determined that no such impairment existed.
Income Tax Status	Effective January 1, 1981, the Company elected with the consent of its stockholders, to be taxed under the provisions of subchapter S of the Internal Revenue Code. Under these provisions, the Company does not pay Federal corporate income tax on its income. Instead, the stockholders are liable for individual Federal income tax on the Company’s taxable income. For tax purposes, income is reported using the income tax basis of accounting. The same election was made for the State of New Jersey as of January 1, 1995. However, there are minimum taxes due to New Jersey based on the amount of the Company’s revenues. Any tax paid is reported as an expense under Other Operating Expenses. As a result of the stock transactions on August 12, 2021, Mikab’s Subchapter S election has been terminated. As of that date forward the Company will be treated as a taxable C corporation. Separate short year tax returns for S and C Corporations will be required to be filed for 2021. The Company is a C Corporation for federal income tax purposes. Income taxes include U.S. federal, state, and local taxes, and deferred taxes arising from temporary differences between income for financial reporting and income tax purposes. These differences are primarily related to the allowance for doubtful accounts, inventories, prepaid expenses, and various accruals. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement balances and the tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the years that include the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized. Deferred tax assets and liabilities are aggregated and shown as a net non-current amount on the accompanying consolidated balance sheet. An uncertain tax position in a tax return is recognized in the consolidated financial statements when it is more likely than not that the position would be sustained upon examination by taxing authorities. A recognized tax position is then measured at the largest amount of benefit that has greater than a 50% likelihood of being realized upon ultimate settlement. Accounting provisions also require that a change in judgment that results in subsequent recognition, derecognition, or change in a measurement of a tax position taken in a prior annual period (including any related interest and penalties) be recognized as a discrete item in the period in which the change occurs. The Company regularly evaluates the likelihood of recognizing the benefit from income tax positions taken in various federal and state filings by considering all relevant facts, circumstances, and information available.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
Summary of Significant Accounting Policies (Tables)	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of accounts receivables net	June 30, 2022 December 31, 2021 Accounts Receivable – Total $ 3,814,771 $ 1,491,860 Less: Allowance for Doubtful Accounts (39,300 ) (39,300 ) Accounts Receivable – Net $ 3,775,471 $ 1,452,560
Schedule Of Fixed Asset,Net of Depreciation	Trucks and automobiles 7 years Equipment 7 years Leasehold improvements 10 years

Restatement (Tables)

Restatement (Tables)	6 Months Ended
Restatement (Tables)	Jun. 30, 2022
Restatement
Schedule Of Operating System	As Reported Restatement Adjustment As Restated As of December 31, 2021 Loans Payable - Other - 90,717 90,717 Additional Paid in Capital (139,966 ) 282,450 142,484 Retained Earnings (2,257,020 ) (282,450 ) (2,539,470 ) As of June 30, 2022 Accounts payable and accrued expenses 1,283,199 50 1,283,249 For the Quarter ended June 30, 2021 Net Income 118,095 - 118,095 Weighted Average Shares Outstanding 15,764,424 (15,474,084 ) 290,340 Earnings Per Share 0.01 0.39 0.40 For the six-months ended June 30, 2021 Net Income 423,188 - 423,188 Weighted Average Shares Outstanding 15,764,424 (15,474,084 ) 290,340 Earnings Per Share 0.03 1.42 1.45 For the quarter ended June 30, 2022 Net Income 491,034 (540 ) 490,494 Interest Expense 118,156 540 118,696 As of December 31,2021 – Opening Balance Sheet Adjustment Additional Paid in Capital (139,966 ) 282,450 142,484 Retained Earnings (2,257,020 ) (282,450 ) (2,539,470 ) Six months ended June 30, 2022 Net cash (used) provided by operations 1,707,973 3,415,946 (1,707,973 )

Fixed Assets (Tables)

Fixed Assets (Tables)	6 Months Ended
Fixed Assets (Tables)	Jun. 30, 2022
Fixed Assets
Schedule Of Fixed Asset, Net of Depreciation	Fixed assets June 30, 2022 December 31, 2021 Trucks and automobiles 785,332 785,332 Equipment 293,542 293,542 Leasehold improvements 381,300 381,300 1,460,174 1,460,174 Less: accumulated depreciation and amortization (1,372,207 ) (1,355,576 ) Fixed assets, net 87,967 104,598

Related Party Transactions (Tab

Related Party Transactions (Tables)	6 Months Ended
Related Party Transactions (Tables)	Jun. 30, 2022
Related Party Transactions
Schedule of Related Party Transaction	Entity Product 2022 2021 New Jersey Tower Service Inc Services $ 0 $ 33,767 Mikab Equipment Sales Inc Equipment $ 0 $ 23,836 29 Aladdin Avenue Realty LLC Premises Lease $ 18,600 $ 27,900 75 Second Street Realty LLC Premises Lease $ 7,200 $ 10,800 Mikab Realty LLC Premises Lease $ 7,200 $ 10,800 Mikab Properties LLC Premises Lease $ 53,985 $ 80,978 RR Power Leasing LLC Equipment $ 54,600 $ 0 Novation Enterprises Services & Workforce Dev $ 60,000 $ 0

INCOME TAXES (Tables)

INCOME TAXES (Tables)	6 Months Ended
INCOME TAXES (Tables)	Jun. 30, 2022
Related Party Transactions
Schedule Of Leaseing agrement Table TextBlock	12/31/2021 6/30/2022 Total Deferred Tax Assets $ 167,000 $ 133,000 Less: Valuation Allowance (167,000 ) (133,000 ) Net Deferred Tax Assets $ - $ -

Leasing Arrangements (Tables)

Leasing Arrangements (Tables)	6 Months Ended
Leasing Arrangements (Tables)	Jun. 30, 2022
Related Party Transactions
Schedule Of future minimum lease	2022 $ 279,683 2023 $ 141,480 2024 $ 141,480 2025 $ 141,480 Thereafter $ 284,398

Organization and Description _2

Organization and Description of Business (Details Narrative) - USD ($)				1 Months Ended
	Aug. 12, 2021	Dec. 09, 2020	Oct. 05, 2020	Sep. 30, 2020	Sep. 15, 2020	Apr. 20, 2007	Jun. 30, 2022	Dec. 31, 2021	Sep. 13, 2021
Description of purchase price		DR Shell LLC, a Delaware limited liability company (the “Buyer”) purchased from Custodian Ventures LLC, 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 Convertible Preferred Stock of the Company, for a total purchase price of $245,000 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
Outstanding, percentage	94%
Common stock, shares authorized							75,000,000	75,000,000	1,650,000,000
Increase in authorized shares				300,000,000
Description of conversion of shares				The preferred shares are convertible to common shares at a ratio of 30 to 1
Preferred stock, par value (in Dollars per share)				$ 0.000001
Issuance of common stock shares					18,000,000
Par value of common stock (in Dollars per share)					$ 0.00001
Issuance of common stock value (in Dollars)					$ 5,000
Preferred stock issued to reduced related party debt (in Shares)			10,000,000
Reduction on related parties (in Dollars)			$ 10,000
PhoneBrasil Telephonia Voipdigital, Inc. [Member]
Acquisition of capital shares						6,000,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
Accounts Receivable - Total	$ 3,814,771	$ 1,491,860
Less: Allowance for Doubtful Accounts	(39,300)	(39,300)
Accounts Receivable - Net	$ 3,775,471	$ 1,452,560

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)
Estimated useful lives Trucks and automobiles	7 years
Estimated useful lives Equipment	7 years
Estimated useful lives Leasehold improvements	10 years

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Owe bridge notes	$ 351,649
Owe to former principal stockholder	256,000
Owed balance amount	300,000
Convertible promissory notes	2,485,000
Additional owed amount	464,078
Cash equivalents	$ 193,385	$ 721,452

Restatement (Details)

Restatement (Details) - USD ($)	3 Months Ended		6 Months Ended
Restatement (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Additional paid in capital	$ 142,484		$ 142,484		$ 142,484
Weighted Average Shares Outstanding	15,764,424	290,340	15,764,424	290,340
Earnings Per Share	$ 0.03	$ 0.40	$ 0.02	$ 1.45
Retained Earnings	$ (2,183,156)		$ (2,183,156)		(2,539,470)
Restatements Adjustments [Member]
Additional paid in capital					282,450
Loans Payable - Other					90,717
Net income		$ 0	(540)	$ 0
Interest expenses			$ 540
Weighted Average Shares Outstanding		15,474,084	(15,474,084)	15,474,084
Earnings Per Share		$ 0.39	$ 0.39	$ 1.42
Accounts payble and accrued expenses	50		$ 50
Retained Earnings					(282,450)
Net cash (used) provided by operations			3,415,946
As Restated [Member]
Additional paid in capital	142,484		142,484		142,484
Loans Payable - Other					90,717
Net income		$ 118,095	490,494	$ 423,188
Interest expenses			$ 118,696
Weighted Average Shares Outstanding		290,340	290,340	290,340
Earnings Per Share		$ 0.40	$ 0.40	$ 0.03
Accounts payble and accrued expenses	1,283,249		$ 1,283,249
Retained Earnings					(2,539,470)
Net cash (used) provided by operations			1,707,973
AS Reported [Member]
Additional paid in capital	(139,166)		(139,166)		(139,966)
Loans Payable - Other					0
Net income		$ 118,095	491,034	$ 423,188
Interest expenses			$ 118,156
Weighted Average Shares Outstanding		15,764,424	15,764,424	15,764,424
Earnings Per Share			$ 0.01	$ 0.03
Accounts payble and accrued expenses	$ 1,283,199		$ 1,283,199
Retained Earnings					$ (2,257,020)
Net cash (used) provided by operations			$ (1,707,973)

Concentration of Credit Risk (D

Concentration of Credit Risk (Details Narrative)	6 Months Ended
Concentration of Credit Risk (Details Narrative)	Jun. 30, 2022 USD ($)
FDIC insured limit	$ 250,000
Concentration risk	31%
Customer One [Member]
Concentration risk	28%
Amount receivables due from customers, percent	22%
Customer Three [Member]
Amount receivables due from customers, percent	17%
Coustomers Two [Member]
Concentration risk	22%
Amount receivables due from customers, percent	20%
Five Customers [Member]
Amount receivables due from customers, percent	11%
Customers Four [Member]
Amount receivables due from customers, percent	12%

Fixed Assets (Details)

Fixed Assets (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Fixed Assets
Trucks and automobiles	$ 785,332	$ 785,332
Equipment	293,542	293,542
Leasehold improvements	381,300	381,300
Fixed assets gross	1,460,174	1,460,174
Less: accumulated depreciation and amortization	(1,372,207)	(1,355,576)
Fixed assets, net	$ 87,967	$ 104,598

Fixed Assets (Details Narrative

Fixed Assets (Details Narrative) - USD ($)	6 Months Ended
Fixed Assets (Details Narrative) - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Fixed Assets
Depreciation and amortization expense	$ 16,631	$ 16,631

Paycheck Protection Program L_2

Paycheck Protection Program Loan (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Paycheck Protection Program Loan (Details Narrative)
Payroll other expenses	$ 351,370	$ 351,370

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	6 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
New Jersey Tower Service Inc [Member]
Services	$ 0	$ 33,767
Mikab Equipment Sales Inc [Member]
Equipment	0	23,836
RR Power Leasing LLC [Member]
Equipment	54,600	0
Novation Enterprises Services & Workforce [Member]
Dev	60,000	0
29 Aladdin Avenue Realty LLC [Member]
Premises Lease	18,600	27,900
75 Second Street Realty LLC [Member]
Premises Lease	7,200	10,800
Mikab Realty LLC [Member]
Premises Lease	7,200	10,800
Mikab Properties LLC [Member]
Premises Lease	$ 53,985	$ 80,978

Leasing Arrangements (Details)

Leasing Arrangements (Details)	Jun. 30, 2022 USD ($)
Leasing Arrangements
2022	$ 279,683
2023	141,480
2024	141,480
2025	141,480
Thereafter	$ 284,398

Leasing Arrangements (Details N

Leasing Arrangements (Details Narrative) - USD ($)	6 Months Ended
Leasing Arrangements (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Leasing Arrangements
Leasing arrangements description	The Company leases a commercial building under a twenty-year lease beginning October 1, 2009 and ending September 30, 2029, payable in monthly installments of $8,998 from Mikab Properties (a related party as described in Note 3). The Company is required to carry insurance and pay for all needed repairs, maintenance and real estate taxes. The rental amount has been reduced in the last two years to $96,000 in 2020 by agreement between the parties. There were oral month-to-month agreements for the three other premises the Company leases prior to 2021. Beginning in 2021, these three premises are under five-year lease agreements payable in monthly installments of $3,100 to 29 Aladdin Avenue Realty LLC, $1,200 to 75 Second Street Realty LLC and $1,200 to Mikab Realty LLC. Each has a 3% annual increase for the term of the leases
Operating lease right of use	$ 988,521	$ 0
Operating lease liability	279,633	0
Operating lease liability non-current	$ 708,838	$ 0

Convertible Debt and Warrants (

Convertible Debt and Warrants (Details Narrative) - USD ($)	6 Months Ended
Convertible Debt and Warrants (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Exercise price per share (in Dollars per share)	$ 1.9032
Issued placement agent warrants (in Shares)		110,342
Shares Issued, Price Per Share (in Dollars per share)	$ 0.000001	$ 2.0935
Bear interest percentage		8%
Conversion price (in Dollars per share)		$ 1.9032
Conversion price percentage	80%
Outstanding principal amount percentage	110%
Exercise price per share (in Dollars per share)		$ 1.9032
Exercise price percentage	80%
Beneficial ownership percentage		4.99%
Fair value (in Dollars)		$ 65,284
Amortization of Debt Discount (in Dollars)	$ 2,557
Unamortized debt discount (in Dollars)	$ 73,268
Warrant [Member]
Relative fair value (in Dollars)		7,582,433
Senior Secured Convertible Notes [Member]
Sale of convertible notes (in Dollars)		$ 2,485,000

Loans Payable Related Party (De

Loans Payable Related Party (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Loans Payable Related Party
Interest rate	12%	10%
Note payable	$ 464,078	$ 522,562

Loan Payable Stockholder (Detai

Loan Payable Stockholder (Details Narrative) - USD ($)	6 Months Ended
Loan Payable Stockholder (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Loan Payable Stockholder
Loan payable to stockholders	$ 451,859	$ 464,078
Loan bears no interest until maturity description	The loan bears no interest until maturity January 1, 2025. Interest after maturity is 10% per annum until fully repaid

GOODWILL and INTANGIBLE ASETS (

GOODWILL and INTANGIBLE ASETS (Details Narrative)	6 Months Ended
GOODWILL and INTANGIBLE ASETS (Details Narrative)	Jun. 30, 2022
GOODWILL and INTANGIBLE ASETS (Details Narrative)
Description of sellers delivered percentage	At the closing the Company delivered to the sellers a 94.6% of the Equity of The Company

EQUITY (Details Narrative)

EQUITY (Details Narrative) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
EQUITY
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value (in Dollars per share)	$ 0.000001	$ 2.0935
Common stock, shares outstanding	15,764,424	15,764,424
Common stock, shares issued	15,764,424	15,764,424

Factoring Recourse (Details Nar

Factoring Recourse (Details Narrative)	6 Months Ended
Factoring Recourse (Details Narrative)	Jun. 30, 2022
EQUITY
Description of factoring agreement	Under the Factoring Agreement, the amount advanced to MIKAB varies by account debtor. MIKAB must repurchase delinquent accounts which are past due within 30 days. The fees include interest ranging from 1.95% per month for accounts due in 30 days to 1.75% for accounts due in 90 days in addition to other fees which MIKAB will be charged in the ordinary course of the relationship

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
INCOME TAXES (Details)
Total Deferred Tax Assets	$ 133,000	$ 167,000
Less: Valuation Allowance	(133,000)	(167,000)
Net Deferred Tax Assets	$ 0	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
INCOME TAXES (Details)
Current corporate tax rate		21%
Net operating loss	$ 634,000	$ 797,000
Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act, Percent	100%
Taxable income	$ 204,000
Offset carryforward loss	80%
Current taxable income	$ 163,200
Taxable income federal tax due	8,600
Taxable income state tax due	11,400
Total accrued tax liability	$ 20,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)	1 Months Ended
	Oct. 28, 2022	Sep. 30, 2022
Gross proceeds under SPA agreement	$ 500,000
Class A Warrant [Member]
Excercise price		$ 1.9032
Class B Warrant [Member]
Excercise price		$ 2.50