UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 000-56176
CUSIP NUMBER 030617 104
(Check one): | ☐ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | ☒ Form 10-Q | ☐ Form 10-D | ☐ Form N-SAR | ☐ Form N-CSR |
| For Period Ended: March 31, 2023 | |
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| ☐ | Transition Report on Form 10-K |
| ☐ | Transition Report on Form 20-F |
| ☐ | Transition Report on Form 11-K |
| ☐ | Transition Report on Form 10-Q |
| ☐ | Transition Report on Form N-SAR |
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| For the Transition Period Ended: __________________ | |
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: __________
PART I — REGISTRANT INFORMATION
Americrew Inc.
Full Name of Registrant
21 Omaha Street
Address of Principal Executive Office (Street and Number)
Dumont, NJ 07628
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
(a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period.
Americrew Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the three months ended March 31, 2023 (the “Form 10-Q”) in a timely manner without unreasonable effort or expense because the Company inadvertently failed to provide its financial printer with the Form 10-Q in time to prepare the XBRL for the filing before the prescribed due date. The Company expects to file the Form 10-Q on or prior to the 5th calendar day following the prescribed due date.
Part IV - Other Information
1. | Name and telephone number of person to contact in regard to this notification |
Michael D. Harris |
| (561) |
| 471-3507 |
(Name) |
| (Area Code) |
| (Telephone Number) |
2. | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).Yes ☒ No ☐ |
3. | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐ |
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| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
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| The Company expects to report revenue of $3,775,347 for the three months ended March 31, 2023, compared to revenue of $1,943,778 for the three months ended March 31, 2022. The increase in revenue is primarily due to increasing workflow from the Company’s existing customers and adding new customers. The Company expects to report cost of revenues of $2,333,061 for the three months ended March 31, 2023, compared to cost of revenues of $1,446,364 for the three months ended March 31, 2022, resulting from the increase in revenue which outpaced the increase in the costs of revenue during the periods covered. Finally, the Company expects to report an operating income and net loss of $392,241 and ($50,998), respectively, for the three months ended March 31, 2023, compared to operating loss and net loss of ($124,179) and ($372,933), respectively, for the three months ended March 31, 2022, for the same reasons delineated above with respect to revenue, particularly relating to the increase of new business which had higher margins as compared to legacy customers. |
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Americrew Inc.
(Name of Registrant as Specified in Charter)
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 16, 2023 | By: | /s/ Ross DiMaggio |
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| Ross DiMaggio |
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| Title: | Chief Financial Officer |
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