Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | Americrew Inc. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001407573 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | DE |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | |||
Cash In Banks | $ 55,025 | $ 863,812 | |
Accounts Receivable – Net of Allowance | 826,698 | 487,239 | |
Prepaid | 434,443 | 141,625 | |
Total Current Assets | 1,316,166 | 1,492,676 | |
Fixed Assets | |||
Fixed Assets – Cost | 1,460,175 | 1,597,986 | |
Less: Accumulated Depreciation | (1,347,261) | (1,460,125) | |
Fixed Assets – Book Value | 112,914 | 137,861 | |
Other Assets | |||
Employee Incentive Mortgages | 0 | 6,578 | |
TOTAL ASSETS | 1,429,080 | 1,637,115 | |
Current Liabilities | |||
Accounts Payable | 1,406,577 | 178,574 | |
Loan Payable – Related Party | 646,035 | 0 | |
Total Current Liabilities | 2,052,612 | 178,574 | |
Other Liabilities | |||
Loan Payable – Stockholder | 464,078 | 464,078 | |
Total Liabilities | 2,516,690 | 642,652 | |
Stockholders’ Equity | |||
Preferred Stock, $0.001 par value, 10,000,000 Shares authorized, No shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 0 | 0 | |
Common stock, $0.001 par value, 75,000,000 Shares authorized, 15,762,860 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 15,763 | 15,763 | |
Additional paid in capital | (224,043) | 75,957 | |
Accumulated deficit | (879,330) | 902,743 | |
Total Stockholders’ (Deficit) Equity | (1,087,610) | 994,463 | |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ 1,429,080 | 1,637,115 | |
PHONEBRASIL INTERNATIONAL, INC. [Member] | |||
Other Assets | |||
TOTAL ASSETS | |||
Current liabilities | |||
Accounts payable and accrued expenses | 5,575 | ||
Notes payable-related party | 7,500 | ||
Commitments and contingencies | |||
Stockholders’ Equity | |||
Preferred Stock, $0.000001, 10,000,000 shares authorized, 10,000,000 and -0- shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 300 | ||
Common stock, $0.001 par value 75,000,000, shares authorized, 290,340 and 110,340 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 18 | ||
Current Liabilities | |||
Total Current Liabilities | 13,075 | ||
Other Liabilities | |||
Total Liabilities | 13,075 | ||
Stockholders’ Equity | |||
Additional paid in capital | 277,043 | ||
Accumulated deficit | (277,361) | (13,075) | |
Total Stockholders’ (Deficit) Equity | (13,075) | ||
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value (in Dollars) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 75,000,000 | 75,000,000 | |
Common stock, shares issued | 15,762,860 | 15,762,860 | |
Common stock, shares outstanding | 15,762,860 | 15,762,860 | |
PHONEBRASIL INTERNATIONAL, INC. | |||
Preferred stock, par value (in Dollars) | $ 0.000001 | $ 0.000001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 10,000,000 | 0 | |
Preferred stock, shares outstanding | 10,000,000 | 0 | |
PHONEBRASIL INTERNATIONAL, INC. | Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 75,000,000 | 75,000,000 | |
Common stock, shares issued | 290,340 | 110,340 | |
Common stock, shares outstanding | 290,340 | 110,340 |
Consolidated Statements of Inco
Consolidated Statements of Income and Retained Earnings - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 892,948 | $ 1,227,019 | $ 3,742,883 | $ 4,108,000 | ||
Operating Expenses | ||||||
Cost of Goods Sold | 825,502 | 722,940 | 2,715,972 | 2,773,559 | ||
Operating Expenses | 969,936 | 267,231 | 1,829,051 | 919,581 | ||
Depreciation | 8,315 | 6,903 | 24,946 | 20,709 | ||
Total Operating Expenses | 1,803,753 | 997,074 | 4,569,970 | 3,713,849 | ||
Operating Income (Loss) | (910,805) | 229,945 | (827,086) | 394,151 | ||
Interest Income | 48 | 406 | 864 | 1,219 | ||
Gain on Sale of Assets | 1,000 | 0 | ||||
Income (Loss) from continuing operations before income taxes | (910,757) | 230,351 | (825,222) | 395,370 | ||
(loss) on Deconsolidation | 0 | 0 | (43,473) | 0 | ||
PPP Expense Reimbursement & Other Income | 0 | 0 | 361,299 | 351,370 | ||
Net Income/(Loss) | $ (910,757) | $ 230,351 | $ (507,396) | $ 746,740 | ||
Basic and Diluted earnings(loss) per common Share (in Dollars per share) | $ (3.14) | $ 1.63 | $ (0.03) | $ 6.18 | ||
Weighted Average number of common shares outstanding (in Shares) | 290,340 | 141,644 | 15,762,860 | 120,851 | ||
PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||
Revenues | ||||||
Operating Expenses: | ||||||
Administrative expenses-related party | 264,286 | 8,875 | ||||
Other (expense) net | ||||||
Tax Provision | ||||||
Operating Expenses | ||||||
Total Operating Expenses | 264,286 | 8,875 | ||||
Operating Income (Loss) | (264,286) | (8,875) | ||||
Income (Loss) from continuing operations before income taxes | (264,286) | (8,875) | ||||
Net Income/(Loss) | $ (264,286) | $ (8,875) | ||||
Basic and Diluted earnings(loss) per common Share (in Dollars per share) | $ (0.0002) | $ 0 | ||||
Weighted Average number of common shares outstanding (in Shares) | 163,454 | 110,340 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Deficit) - USD ($) | PHONEBRASIL INTERNATIONAL, INC.Retained Earnings | PHONEBRASIL INTERNATIONAL, INC.Common Stock | PHONEBRASIL INTERNATIONAL, INC.Preferred Stock | PHONEBRASIL INTERNATIONAL, INC.Paid in Capital | PHONEBRASIL INTERNATIONAL, INC. | Capital Stock | Retained Earnings | Total Stockholders’ Equity | Common Stock | Preferred Stock | Paid in Capital | Accumulated RE | Total |
Balance at Dec. 31, 2018 | $ (4,090) | $ 110 | $ (4,200) | ||||||||||
Balance (in Shares) at Dec. 31, 2018 | 110,340 | ||||||||||||
Net Income (Loss) | (8,875) | (8,875) | |||||||||||
Balance at Dec. 31, 2019 | (12,965) | $ 110 | (13,075) | $ 91,720 | $ 902,743 | $ 994,463 | |||||||
Balance (in Shares) at Dec. 31, 2019 | 110,340 | ||||||||||||
Recapitalization MIKAB/PHBR | (91,720) | (902,743) | (994,463) | $ 15,763 | 75,957 | 902,743 | 994,463 | ||||||
Recapitalization MIKAB/PHBR (in Shares) | 15,762,860 | ||||||||||||
Net Income (Loss) | (264,286) | (264,286) | |||||||||||
Preferred stock issued to reduced related party debt | $ 300 | 230,832 | 231,132 | ||||||||||
Preferred stock issued to reduced related party debt (in Shares) | 10,000,000 | ||||||||||||
Common stock issued to reduce related party debt | $ 180 | 4,820 | 5,000 | ||||||||||
Common stock issued to reduce related party debt (in Shares) | 180,000 | ||||||||||||
Forgiveness of related party debt | 41,229 | 41,229 | |||||||||||
Balance at Dec. 31, 2020 | $ (277,251) | $ 290 | $ 300 | $ 276,881 | $ 15,763 | 75,957 | 902,743 | 994,463 | |||||
Balance (in Shares) at Dec. 31, 2020 | 290,340 | 10,000,000 | 15,762,860 | ||||||||||
Cash distribution to members | (1,261,729) | (1,261,729) | |||||||||||
Stockholder’s Life Insurance | (12,948) | (12,948) | |||||||||||
Stockholder’s Life Insurance (in Shares) | |||||||||||||
Conversion of PhoneBrasil International Equity | (17,550) | (17,550) | |||||||||||
Conversion of PhoneBrasil International Equity (in Shares) | |||||||||||||
Recapitalization Expenses | (282,450) | (282,450) | |||||||||||
Net Income (Loss) | (507,396) | (507,396) | |||||||||||
Balance at Sep. 30, 2021 | $ 15,763 | $ (224,043) | $ (879,330) | $ (1,087,610) | |||||||||
Balance (in Shares) at Sep. 30, 2021 | 15,762,860 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | ||||
Net Income/(Loss) from continuing operations | $ (868,695) | $ 746,740 | ||
Stock-based compensation | 0 | 0 | ||
Adjustments to reconcile net operating income/(Loss) to net cash provided by operating activities: | ||||
Depreciation | 24,946 | 20,709 | ||
Amortization of employee incentive mortgages | 6,578 | 23,684 | ||
PPP Expense Reimbursement | 361,299 | 351,370 | ||
(Increase)/Decrease in Net Accounts Receivable | (339,459) | 185,954 | ||
(Increase)/Decrease in Other Assets | (292,821) | 43,226 | ||
Increase/(Decrease) in Accounts Payable | 1,228,007 | (53,387) | ||
Net cash provided by operating activities | 119,855 | 1,318,296 | ||
Cash Flows from Investing Activities | ||||
Proceed from related party loans | 0 | 39,935 | ||
Net cash (used) by investing activities | 0 | 39,935 | ||
Cash Flows from Financing Activities | ||||
(Repayment) of Loan from Related Party | 326,035 | (55,000) | ||
Premiums paid for stockholders’ life insurance | 7,052 | (34,563) | ||
Distributions to stockholders | (1,261,729) | (133,308) | ||
Net cash (used)/provided by financing activities | (928,642) | (222,871) | ||
Net Increase in Cash and Cash Equivalents | (808,787) | 1,135,360 | ||
Add: Cash and Cash Equivalents – Beginning | 863,812 | 492,330 | $ 492,330 | |
Cash and Cash Equivalents – Ending | 55,025 | 1,627,690 | 863,812 | $ 492,330 |
Supplemental Disclosures: | ||||
Interest paid | 0 | 0 | ||
Income taxes paid | 2,890 | 1,500 | ||
Common Stock issued to reduce notes payable related parties | 0 | 5,000 | ||
PHONEBRASIL INTERNATIONAL, INC. | ||||
Cash Flows from Operating Activities | ||||
Net Income/(Loss) from continuing operations | (264,286) | (8,875) | ||
Stock-based compensation | 221,132 | |||
Adjustments to reconcile net operating income/(Loss) to net cash provided by operating activities: | ||||
Accounts payable and accrued expenses | (7,500) | 1,375 | ||
Net cash provided by operating activities | (50,654) | (7,500) | ||
Cash Flows from Investing Activities | ||||
Net cash (used) by investing activities | ||||
Cash Flows from Financing Activities | ||||
Proceeds from related party loans | 50,654 | 7,500 | ||
Net cash (used)/provided by financing activities | 50,654 | 7,500 | ||
Net Increase in Cash and Cash Equivalents | ||||
Add: Cash and Cash Equivalents – Beginning | ||||
Cash and Cash Equivalents – Ending | ||||
Supplemental Disclosures: | ||||
Interest paid | ||||
Income taxes paid | ||||
Common Stock issued to reduce notes payable related parties | $ 150 |
Organization and Description of
Organization and Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization and Description of Business [Line Items] | ||
Organization and Description of Business | NOTE 1 — Organization and Description of Business Americrew Inc. (the “Americrew”) is a Delaware corporation organized on October 26, 2021. Its predecessor, PhoneBrasil International, Inc. (the “Company” or “PhoneBrasil”) was organized in New Jersey as Donald Utz Engineering, Inc. in 1991. PhoneBrasil changed its name by and then merged into Americrew on December 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 -4 -6 On September 30, 2020, the Company filed a Restated Certificate of Incorporation which increased the authorized shares to 300,000 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 stockholders 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 180,000 -free On October 5, 2020, the Company issued 10,000,000 Effective December 9, 2020, DR Shell LLC, a Delaware limited liability company (the “Buyer”) purchased from Custodian Ventures LLC, 180,000 -party 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. The exchange did not include two immaterial subsidiaries previously consolidated with 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 On September 13, 2021 The Company increased its authorized common stock to 16,500,000. On September 24, 2021 the Company designated 309,46 The Company’s accounting year -end | |
PHONEBRASIL INTERNATIONAL, INC. [Member] | ||
Organization and Description of Business [Line Items] | ||
Organization and Description of Business | NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS 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”). We were a development stage company engaged in the telecommunications industry. 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 2. Agreed to acquire all of the capital shares of PhoneBrasil Telephonia Voipdigital, Inc., in exchange for 6,000,000 3. Agreed, subject to Shareholder approval, to change the Company’s name to PhoneBrasil International Inc. On April 30, 2007, The Board of Directors, realizing there were not sufficient shares authorized to be issued by the Company agreed, subject to shareholder approval, to increase the amount of shares the Company was authorized to issue from 6,000,000 to 30,000,000. On May 12, 2007, shareholders owning a majority of the issued and outstanding voting shares of the Company voted affirmatively to amend the Certificate of Incorporation of the Company to (a) increase the authorized shares the Company is allowed to issue from 6,000,000 to 30,000,000; and (b) to change the name of the Company from its present form to PhoneBrasil International, Inc. However, this was not properly filed with the State of New Jersey. Therefore, the Company submitted the Registration of Alternate Name in the State of New Jersey for the use of the name PhoneBrasil International, Inc. in May of 2020. 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 -4 -6 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 30, 2020, the Company filed a Restated Certificate of Incorporation which increased the authorized shares to 300,000,000 On September 15, 2020, the Company issued 180,000 -free On October 5, 2020, the issued 10,000,000 Effective December 9, 2020, DR Shell LLC, a Delaware limited liability company (the “Buyer”) purchased from Custodian Ventures LLC, 180,000 -party 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. Based on information currently available the Company never commenced operating activities. The Company’s accounting year -end |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Line Items] | ||
Summary of Significant Accounting Policies | NOTE 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying 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. 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 From an accounting perspective, the financial statements of the combined entity represent a continuation of the financial statements of the accounting acquirer/legal acquiree. As such, the historical cost bases of assets and liabilities of the acquiring entity (the accounting acquirer/legal acquiree) are maintained in the consolidated financial statements of the merged company and the assets and liabilities (if any) of the acquired entity (the legal acquirer) are accounted for under the acquisition method. Results of operations of the acquired entity (the legal acquirer) are included in the financial statements of the combined company only from the acquisition date. Management’s Representation of Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to 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 financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto on December 31, 2020, as presented in the Company’s Annual Report on Form 10 -K Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. Because Americrew does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about Americrew’s ability to continue as a going concern. Therefore, Americrew will need to raise additional funds and is currently exploring alternative sources of financing. Historically, Americrew raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short -term parties. The Company will be required to continue to so until its operations become profitable. Also, Americrew has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible. Use of Estimates The preparation of 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 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 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 and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On September 30, 2021, and December 31, 2020, Americrew’s cash equivalents totaled $55,025 and $789,497 respectively. Accounts Receivable and Allowance for Uncollected Amounts 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. The company expects to collect all the receivables shown on the balances sheet. September 30, 2021 December 31, 2020 Accounts Receivable – Total $ 840,998 $ 501,538 Less: Allowance for Doubtful Accounts (14,300 ) (14,300 ) Accounts Receivable – Net 826,698 487,238 Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) 606 — Revenue from Contracts with Customers (“ASC 606”) as of January 1, 2019 using the modified retrospective method. This method allows the Company to apply ASC 606 to new contracts entered into after January 1, 2019, and to its existing contracts for which revenue earned through December 31, 2018 has been recognized under the guidance in effect prior to the effective date of ASC 606. The revenue recognition processes the Company applied prior to the adoption of ASC 606 align with the recognition and measurement guidance of the new standard, therefore adoption of ASC 606 did not require a cumulative adjustment to opening equity in 2019. Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied, and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identifies the contracts with a customer; (ii) identifies the performance obligations within the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when, or as, the Company satisfies each performance obligation. Customers are billed as work is completed and accepted. Extended contracts are billed in segments as completed. The amount of unbilled work in process at the end of a period is immaterial to the financial statements taken as a whole. If a contract has been completed and accepted but not billed at the end of the year, the contract price is accrued as sales in the year completed. Depreciation Fixed assets are carried at cost. Depreciation of the fixed assets is calculated on the straight -line -15 Fixed Assets September 30, 2021 December 31, 2020 Trucks and Automobiles $ 785,332 $ 785,332 Equipment 293,543 293,543 Improvements 381,300 381,300 Total Cost 1,460,175 1,460,175 Less: Accumulated Depreciation (1,347,261 ) (1,332,314 ) Fixed Assets – Book Value 112,914 137,861 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, the company’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. Major Customers The Company had four major customers that accounted for 77% of its total sales for the nine months ended September 30, 2021. Three major customers accounted for 84% of the company’s total sales for the nine months ended September 30, 2020. Principles of Consolidation The consolidated financial statements include two other related entities controlled by Americrew, Mikab Corporation and Americrew CE Services, LLC. These companies are the operating units of Americrew and generate all of the revenues for Americrew. Americrew CE Services, LLC was formed on March 29, 2021 as a subsidiary of Mikab. All intercompany transactions are eliminated in consolidation. New Accounting Standards (Pending Adoption) Leases (ASU 2016 -02 -02 -Topic -term -of-use represent the lessee’s right to use, or control the use of, a specified asset for the lease term. As Mikab was a non -public -02 -current -of-use | |
PHONEBRASIL INTERNATIONAL, INC. [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of December 31, 2019, the Company had no cash and negative retained earnings of $277,361. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Recently the Company being funded by David Lazar who extended interest -free -term Use of Estimates The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. 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 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 and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On December 31, 2019, and December 31, 2018, the Company’s cash equivalents totaled $ -0 -0 Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” -10-05 “Accounting for Uncertainty in Income Taxes” -likely-than-not The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Recent Accounting Pronouncements There are no recent accounting pronouncements that impact the Company’s operations. |
Uninsured Cash Balances
Uninsured Cash Balances | 9 Months Ended |
Sep. 30, 2021 | |
Uninsured Cash Balances [Abstract] | |
Uninsured Cash Balances | NOTE 3 — Uninsured Cash Balances Americrew maintains demand deposit checking accounts and a money market account at Chase Commercial and TD Bank. At times during the year, Americrew’s cash balance exceeded the FDIC and SPIC insured limits. |
Non-Recurring Item
Non-Recurring Item | 9 Months Ended |
Sep. 30, 2021 | |
Non Recurring Item [Abstract] | |
Non-Recurring Item | NOTE 4 — Non-Recurring Item As a result of the Corona 19 Virus pandemic, Mikabwas 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 2021. As a result, the full amounts are shown as non -recurring |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 — Related Party Transactions Some of the owners of Americrew own stock in entities which sell goods and services and lease premises toAmericrew. These are done as arms length transactions and are as follows for the nine months September 2021 and year ended 2020: Entity Product 2021 2020 New Jersey Tower Service Inc Services $ 33,767 $ 121,173 Mikab Equipment Sales Inc Equipment 23,836 0 29 Aladdin Avenue Realty LLC Premises Lease 27,900 48,000 75 Second Street Realty LLC Premises Lease 10,800 9,000 Mikab Realty LLC Premises Lease 10,800 10,800 Mikab Properties LLC Premises Lease 80,978 72,900 RR Power Leasing LLC Equipment 41,400 0 Novation Enterprises Services & Workforce Dev 548,373 0 |
Leasing Arrangements
Leasing Arrangements | 9 Months Ended |
Sep. 30, 2021 | |
Leasing Arrangements [Abstract] | |
Leasing Arrangements | NOTE 6 — Leasing Arrangements Mikab leases a commercial building under a twenty -year There were oral month -to-month -year |
Employee Incentive Mortgages
Employee Incentive Mortgages | 9 Months Ended |
Sep. 30, 2021 | |
Employee Incentive Mortgages [Abstract] | |
Employee Incentive Mortgages | NOTE 7 — Employee Incentive Mortgages Several key employees have been given mortgages in the amount of $75,000. These mortgages are being amortized over a nineteen -year |
Stockholders' Life Insurance
Stockholders' Life Insurance | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Life Insurance [Abstract] | |
Stockholders' Life Insurance | NOTE 8 — Stockholders’ Life Insurance Mikab has purchased insurance on the lives of certain former Mikab stockholders. Including Americrew’s Chief Operating Officer. Mikab 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. Mikab also provides whole life insurance to several of the key employees who have been given incentive mortgages as described in Note 6. |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plans | NOTE 9 — Retirement Plans Mikab maintains a 401 -K -sharing |
Accounting For Uncertain Tax Po
Accounting For Uncertain Tax Positions | 9 Months Ended |
Sep. 30, 2021 | |
Accounting For Uncertain Tax Positions [Abstract] | |
Accounting for Uncertain Tax Positions | NOTE 10 — Accounting for Uncertain Tax Positions The Company evaluates all significant tax positions. As of December 31, 2020, 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 Company’s income tax returns are subject to examination by appropriate taxing authorities. As of December 31, 2020, the Company’s federal and state income tax returns generally remain open for the last three years. |
Fair Market Value (FMV)
Fair Market Value (FMV) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Market Value (FMV) | NOTE 11 — Fair Market Value (FMV) The carrying amounts reflected in the balance sheet for cash and cash equivalents approximate their respective fair values due to the short maturities of those instruments. These 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 company has no financial assets or liabilities requiring fair valuation. The bridge loans carry warrants, however they are immaterial in terms of valuation. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | NOTE 12 — Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common equivalents outstanding. |
Loan Payable Related Party
Loan Payable Related Party | 9 Months Ended |
Sep. 30, 2021 | |
Loan Payable Related Party Disclosure [Abstract] | |
Loan Payable Related Party | NOTE 13 — Loan Payable Related Party As of September 30, 2021 and December 31, 2020 the balances of notes payable related party were $646,035 and $ -0 |
Loan Payable Stockholder
Loan Payable Stockholder | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Loan Payable Stockholder | NOTE 14 — Loan Payable Stockholder As of September 30, 2021 and December 31, 2020 the balances of loan payable stockholder were $464,078 and $464,078 respectively. The loan bears no interest until maturity on January 1, 2025. Interest after maturity is 10% per annum until fully repaid. |
Equity
Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Line Items] | ||
Equity | NOTE 15 — Equity Common Stock Americrew has 75,000,000 On September 15, 2020, the Company issued 180,000 -free Preferred Stock Americrew has authorized 10,000,000 -0 On October 5, 2020, the Company issued 10,000,000 Subsequent to September 30, 2021, all outstanding Preferred Stock automatically converted to common stock. Change of Control Effective December 9, 2020, DR Shell LLC, a Delaware limited liability company purchased from Custodian Ventures LLC, 180,000 | |
PHONEBRASIL INTERNATIONAL, INC. [Member] | ||
Equity [Line Items] | ||
Equity | NOTE 4 — EQUITY Common Stock The Company has authorized 75,000,000 The Company did not issue any common shares in 2019. On September 15, 2020, the Company issued 180,000 -free Preferred Stock The Company has authorized 10,000,000 -0 On October 5, 2020, the issued 10,000,000 The Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the respective Holders decide to convert all or such number of shares of Preferred Stock as each Holder shall determine. The Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation, (i) senior to all classes or series of the Corporation’s Common Stock and to all other equity securities issued by the Corporation other than equity securities referred to in clauses (ii) and (iii) of this Section 3; (ii) on parity with all equity securities issued by the Corporation with terms specifically providing that those equity securities rank on parity with the Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation; (iii) junior to all equity securities issued by the Corporation with terms specifically providing that those equity securities rank senior to the Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation; and (iv) effectively junior to all existing and future indebtedness (including indebtedness convertible into our Common Stock or Preferred Stock) of the Corporation and to any indebtedness and other liabilities of (as well as any preferred equity interest held by others in) existing subsidiaries of the Corporation. The term “equity securities” shall not include convertible debt securities. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the Holders of shares of Preferred Stock will be entitled to be paid out of the assets the Corporation has legally available for distribution to its shareholders, subject to the preferential rights of the holders of any class or series of capital stock of the Corporation it may issue ranking senior to the Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference plus an amount equal to any accumulated and unpaid dividends to, but not including, the date of payment, before any distribution of assets, is made to holders of Common Stock or any other class or series of capital stock of the Corporation that it may issue that ranks junior to the Preferred Stock as to liquidation rights. The liquidation preference shall be proportionately adjusted in the event of a stock split, stock combination, or similar event so that the aggregate liquidation preference allocable to all outstanding shares of Preferred Stock immediately prior to such event is the same immediately after giving effect to such event. Change of Control Effective December 9, 2020, DR Shell LLC, a Delaware limited liability company (the “Buyer”) purchased from Custodian Ventures LLC, 180,000 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Line Items] | ||
Subsequent Events | NOTE 16 — Subsequent Events From October 5 2021 — December -year The Notes are due two years form the date of issuance or between October 5, and December The Company’s obligations under the SPA and the Notes are secured by a first priority lien on all of the assets of the Company and its wholly -owned -owned Pursuant to the SPA, the Company and its wholly -owned In additional, pursuant to the SPA, the Company entered into a Registration Rights Agreement with the Purchasers in which the Company has agreed to file a Registration Statement on Form S -1 Westpark Capital, LLC (the “Placement Agent”) served as placement agent under the private placement and will receive a cash commission in the amount of 9% of the gross proceeds sold on $1,830,000 of Notes and also a cash commission equal to 5% of the gross proceeds of $655,000. The Company also paid the Placement Agent a non -refundable On Monday, 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 makes the following changes: 1. Changed the name of the Company to Americrew Inc. 2. Section 5(a) of the Amended and Restated Certificate of Incorporation was amended to read in its entirety as follows: 5. (a) The total number of shares of stock of all classes and series the Corporation shall have authority to issue is 85,000,000 3. Each 100 The reverse split was effective December On January On January -year | |
PHONEBRASIL INTERNATIONAL, INC. [Member] | ||
Subsequent Events [Line Items] | ||
Subsequent Events | NOTE 6 — SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855 -10 -for-100 |
Notes Payable-Related Party
Notes Payable-Related Party | 12 Months Ended |
Dec. 31, 2020 | |
PHONEBRASIL INTERNATIONAL, INC. [Member] | |
Notes Payable-Related Party [Line Items] | |
NOTES PAYABLE-RELATED PARTY | NOTE 3 — NOTES PAYABLE-RELATED PARTY As of December 31, 2020, and December 31, 2019, the balances of notes payable related party were $ -0 David Lazar, the Company’s Court -appointed Organization and Description of the Business -in |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
PHONEBRASIL INTERNATIONAL, INC. [Member] | |
Commitments and Contingencies [Line Items] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 — COMMITMENTS AND CONTINGENCIES The Company did not have any contractual commitments as of December 31, 2020, and 2019. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies, by Policy (Policies) [Line Items] | ||
Basis of Presentation | Basis of Presentation The accompanying 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. 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 From an accounting perspective, the financial statements of the combined entity represent a continuation of the financial statements of the accounting acquirer/legal acquiree. As such, the historical cost bases of assets and liabilities of the acquiring entity (the accounting acquirer/legal acquiree) are maintained in the consolidated financial statements of the merged company and the assets and liabilities (if any) of the acquired entity (the legal acquirer) are accounted for under the acquisition method. Results of operations of the acquired entity (the legal acquirer) are included in the financial statements of the combined company only from the acquisition date. | |
Management’s Representation of Interim Financial Statements | Management’s Representation of Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to 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 financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto on December 31, 2020, as presented in the Company’s Annual Report on Form 10 -K | |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. Because Americrew does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about Americrew’s ability to continue as a going concern. Therefore, Americrew will need to raise additional funds and is currently exploring alternative sources of financing. Historically, Americrew raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short -term parties. The Company will be required to continue to so until its operations become profitable. Also, Americrew has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible. | |
Use of Estimates | Use of Estimates The preparation of 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 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 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 and cash equivalents | Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On September 30, 2021, and December 31, 2020, Americrew’s cash equivalents totaled $55,025 and $789,497 respectively. | |
Accounts Receivable and Allowance for Uncollected Amounts | Accounts Receivable and Allowance for Uncollected Amounts 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. The company expects to collect all the receivables shown on the balances sheet. September 30, 2021 December 31, 2020 Accounts Receivable – Total $ 840,998 $ 501,538 Less: Allowance for Doubtful Accounts (14,300 ) (14,300 ) Accounts Receivable – Net 826,698 487,238 | |
Revenue Recognition | Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) 606 — Revenue from Contracts with Customers (“ASC 606”) as of January 1, 2019 using the modified retrospective method. This method allows the Company to apply ASC 606 to new contracts entered into after January 1, 2019, and to its existing contracts for which revenue earned through December 31, 2018 has been recognized under the guidance in effect prior to the effective date of ASC 606. The revenue recognition processes the Company applied prior to the adoption of ASC 606 align with the recognition and measurement guidance of the new standard, therefore adoption of ASC 606 did not require a cumulative adjustment to opening equity in 2019. Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied, and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identifies the contracts with a customer; (ii) identifies the performance obligations within the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when, or as, the Company satisfies each performance obligation. Customers are billed as work is completed and accepted. Extended contracts are billed in segments as completed. The amount of unbilled work in process at the end of a period is immaterial to the financial statements taken as a whole. If a contract has been completed and accepted but not billed at the end of the year, the contract price is accrued as sales in the year completed. | |
Depreciation | Depreciation Fixed assets are carried at cost. Depreciation of the fixed assets is calculated on the straight -line -15 Fixed Assets September 30, 2021 December 31, 2020 Trucks and Automobiles $ 785,332 $ 785,332 Equipment 293,543 293,543 Improvements 381,300 381,300 Total Cost 1,460,175 1,460,175 Less: Accumulated Depreciation (1,347,261 ) (1,332,314 ) Fixed Assets – Book Value 112,914 137,861 | |
Income taxes | 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, the company’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. | |
Major Customers | Major Customers The Company had four major customers that accounted for 77% of its total sales for the nine months ended September 30, 2021. Three major customers accounted for 84% of the company’s total sales for the nine months ended September 30, 2020. | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include two other related entities controlled by Americrew, Mikab Corporation and Americrew CE Services, LLC. These companies are the operating units of Americrew and generate all of the revenues for Americrew. Americrew CE Services, LLC was formed on March 29, 2021 as a subsidiary of Mikab. All intercompany transactions are eliminated in consolidation. | |
Recent Accounting Pronouncements | New Accounting Standards (Pending Adoption) Leases (ASU 2016 -02 -02 -Topic -term -of-use represent the lessee’s right to use, or control the use of, a specified asset for the lease term. As Mikab was a non -public -02 -current -of-use | |
PHONEBRASIL INTERNATIONAL, INC. [Member] | ||
Accounting Policies, by Policy (Policies) [Line Items] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP | |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of December 31, 2019, the Company had no cash and negative retained earnings of $277,361. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Recently the Company being funded by David Lazar who extended interest -free -term | |
Use of Estimates | Use of Estimates The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. 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 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 and cash equivalents | Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On December 31, 2019, and December 31, 2018, the Company’s cash equivalents totaled $ -0 -0 | |
Income taxes | Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” -10-05 “Accounting for Uncertainty in Income Taxes” -likely-than-not The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are no recent accounting pronouncements that impact the Company’s operations. | |
Net Loss per Share | Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of accounts receivables net | September 30, 2021 December 31, 2020 Accounts Receivable – Total $ 840,998 $ 501,538 Less: Allowance for Doubtful Accounts (14,300 ) (14,300 ) Accounts Receivable – Net 826,698 487,238 |
Schedule of depreciation of the fixed assets is calculated on the straight-line method over estimated useful lives | Fixed Assets September 30, 2021 December 31, 2020 Trucks and Automobiles $ 785,332 $ 785,332 Equipment 293,543 293,543 Improvements 381,300 381,300 Total Cost 1,460,175 1,460,175 Less: Accumulated Depreciation (1,347,261 ) (1,332,314 ) Fixed Assets – Book Value 112,914 137,861 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of sell goods and services and lease premises | Entity Product 2021 2020 New Jersey Tower Service Inc Services $ 33,767 $ 121,173 Mikab Equipment Sales Inc Equipment 23,836 0 29 Aladdin Avenue Realty LLC Premises Lease 27,900 48,000 75 Second Street Realty LLC Premises Lease 10,800 9,000 Mikab Realty LLC Premises Lease 10,800 10,800 Mikab Properties LLC Premises Lease 80,978 72,900 RR Power Leasing LLC Equipment 41,400 0 Novation Enterprises Services & Workforce Dev 548,373 0 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | Aug. 12, 2021 | Dec. 09, 2020 | Oct. 05, 2020 | Dec. 09, 2020 | Sep. 30, 2020 | Sep. 15, 2020 | Apr. 20, 2007 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 13, 2021 | Aug. 24, 2021 | Dec. 31, 2019 | May 12, 2007 | Apr. 30, 2007 |
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Increase in authorized shares | 16,500,000 | |||||||||||||
Issuance of common stock value (in Dollars) | $ (17,550) | |||||||||||||
Description of purchase | DR Shell LLC, a Delaware limited liability company (the “Buyer”) purchased from Custodian Ventures LLC, 180,000 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 | 94.20% | |||||||||||||
PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||
Description of purchase | DR Shell LLC, a Delaware limited liability company (the “Buyer”) purchased from Custodian Ventures LLC, 180,000 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 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. | |||||||||||||
Reduction on related parties (in Dollars) | $ 41,229 | |||||||||||||
PHONEBRASIL INTERNATIONAL, INC. [Member] | PhoneBrasil Telephonia Voipdigital, Inc. [Member] | ||||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Acquisition of capital shares | 6,000,000 | |||||||||||||
Custodian Ventures Llc [Member | PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Par value of common stock (in Dollars per share) | $ 0.00001 | |||||||||||||
Series A Preferred Stock [Member] | PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Description of conversion of shares | The preferred shares are convertible to common shares at a ratio of 30 to 1. | |||||||||||||
Series A Preferred Stock [Member] | Custodian Ventures Llc [Member | ||||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Preferred stock issued to reduced related party debt | 10,000,000 | |||||||||||||
Reduction on related parties (in Dollars) | $ 10,000 | |||||||||||||
Minimum [Member] | PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Increase in authorized shares | 6,000,000 | 6,000,000 | ||||||||||||
Maximum [Member] | PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Increase in authorized shares | 30,000,000 | 30,000,000 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Increase in authorized shares | 300,000 | |||||||||||||
Description of conversion of shares | preferred share was convertible to common stock at a ratio of 30 to 1. | |||||||||||||
Issuance of common stock value (in Dollars) | ||||||||||||||
Par value of common stock (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||
Common Stock [Member] | PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Increase in authorized shares | 300,000,000 | |||||||||||||
Par value of common stock (in Dollars per share) | $ 0.001 | 0.001 | $ 0.001 | |||||||||||
Common Stock [Member] | Custodian Ventures Llc [Member | ||||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Issuance of common stock shares | 180,000 | |||||||||||||
Par value of common stock (in Dollars per share) | $ 0.00001 | |||||||||||||
Issuance of common stock value (in Dollars) | $ 5,000 | |||||||||||||
Par value of common stock (in Dollars per share) | $ 0.000001 | |||||||||||||
Common Stock [Member] | Custodian Ventures Llc [Member | PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Issuance of common stock shares | 180,000 | |||||||||||||
Issuance of common stock value (in Dollars) | $ 5,000 | |||||||||||||
Preferred stock issued to reduced related party debt | 10,000,000 | |||||||||||||
Par value of common stock (in Dollars per share) | $ 0.001 | |||||||||||||
Reduction on related parties (in Dollars) | $ 10,000 | |||||||||||||
Preferred Stock [Member] | ||||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Increase in authorized shares | 10,000,000 | |||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.000001 | |||||||||||||
Issuance of common stock value (in Dollars) | ||||||||||||||
Preferred stock, shares authorized | 30,946 | |||||||||||||
Preferred Stock [Member] | PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Increase in authorized shares | 10,000,000 | |||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.000001 | |||||||||||||
Description of conversion of shares | The preferred shares are convertible to common shares at a ratio of 30 to 1. | |||||||||||||
Preferred Stock [Member] | Custodian Ventures Llc [Member | ||||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Preferred stock issued to reduced related party debt | 10,000,000 | |||||||||||||
Reduction on related parties (in Dollars) | $ 10,000 | |||||||||||||
Preferred Stock [Member] | Custodian Ventures Llc [Member | PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||||
Reduction on related parties (in Dollars) | $ 10,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Aug. 12, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Equity percentage | 94.60% | ||||
Cash equivalents totaled | $ 55,025 | $ 789,497 | |||
PHONEBRASIL INTERNATIONAL, INC. [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Negative retained earnings | $ 277,361 | ||||
Cash equivalents | $ 0 | $ 0 | |||
Income tax, description | The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. | ||||
Minimum [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Estimated useful lives | 5 | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Estimated useful lives | 15 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of accounts receivables net - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of accounts receivables net [Abstract] | ||
Accounts Receivable – Total | $ 840,998 | $ 501,538 |
Less: Allowance for Doubtful Accounts | (14,300) | (14,300) |
Accounts Receivable – Net | $ 826,698 | $ 487,238 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of depreciation of the fixed assets is calculated on the straight-line method over estimated useful lives - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation of the fixed assets is calculated on the straight-line method over estimated useful lives [Line Items] | ||
Total Cost | $ 1,460,175 | $ 1,460,175 |
Less: Accumulated Depreciation | (1,347,261) | (1,332,314) |
Fixed Assets – Book Value | 112,914 | 137,861 |
Trucks and Automobiles [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of depreciation of the fixed assets is calculated on the straight-line method over estimated useful lives [Line Items] | ||
Total Cost | 785,332 | 785,332 |
Equipment [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of depreciation of the fixed assets is calculated on the straight-line method over estimated useful lives [Line Items] | ||
Total Cost | 293,543 | 293,543 |
Improvements [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of depreciation of the fixed assets is calculated on the straight-line method over estimated useful lives [Line Items] | ||
Total Cost | $ 381,300 | $ 381,300 |
Non-Recurring Item (Details)
Non-Recurring Item (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Non Recurring Item [Abstract] | ||
Payroll other expenses | $ 351,370 | $ 351,370 |
Related Party Transactions (Det
Related Party Transactions (Details) - Schedule of sell goods and services and lease premises - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
New Jersey Tower Service Inc [Member] | ||
Variable Interest Entity [Line Items] | ||
Services | $ 33,767 | $ 121,173 |
Mikab Equipment Sales Inc [Member] | ||
Variable Interest Entity [Line Items] | ||
Equipment | 23,836 | 0 |
29 Aladdin Avenue Realty LLC [Member] | ||
Variable Interest Entity [Line Items] | ||
Premises Lease | 27,900 | 48,000 |
75 Second Street Realty LLC [Member] | ||
Variable Interest Entity [Line Items] | ||
Premises Lease | 10,800 | 9,000 |
Mikab Realty LLC [Member] | ||
Variable Interest Entity [Line Items] | ||
Premises Lease | 10,800 | 10,800 |
Mikab Properties LLC [Member] | ||
Variable Interest Entity [Line Items] | ||
Premises Lease | 80,978 | 72,900 |
RR Power Leasing LLC [Member] | ||
Variable Interest Entity [Line Items] | ||
Equipment | 41,400 | 0 |
Novation Enterprises [Member] | ||
Variable Interest Entity [Line Items] | ||
Services & Workforce Dev | $ 548,373 | $ 0 |
Leasing Arrangements (Details)
Leasing Arrangements (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Leasing Arrangements [Abstract] | |
Leasing arrangements description | Mikab 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). Mikab 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 three years to $96,000 in 2020 and $87,000 in 2019 by agreement between the parties.There were oral month-to-month agreements for the three other premises Mikab 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 $1,200 to Mikab Realty LLC. Each has a 3% annual increase for the term of the leases. |
Employee Incentive Mortgages (D
Employee Incentive Mortgages (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Employee Incentive Mortgages [Abstract] | ||
Mortgages amount | $ 75,000 | |
Unamortized balances of mortgages | $ 0 | $ 6,578 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | ||
Unfunded liabilities | $ 0 | $ 0 |
Retirement plan contributions | $ 8,876 | $ 92,576 |
Loan Payable Related Party (Det
Loan Payable Related Party (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Loan Payable Related Party Disclosure [Abstract] | ||
Notes payable related party | $ 646,035 | $ 0 |
Bridge loans | 480,000 | |
Short term loans | 150,000 | |
Accrued interest | $ 16,035 | |
Bridge loans, description | Bridge Loans bear an annualized of interest rate of 12% through September 1 and 15% thereafter as well as 20% cash on cash Warrant exposure. |
Loan Payable Stockholder (Detai
Loan Payable Stockholder (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Loan payable | $ 464,078 | $ 464,078 |
Loan maturity, description | The loan bears no interest until maturity on January 1, 2025. Interest after maturity is 10% per annum until fully repaid. |
Equity (Details)
Equity (Details) - USD ($) | Dec. 09, 2020 | Oct. 05, 2020 | Sep. 30, 2020 | Sep. 15, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Equity (Details) [Line Items] | ||||||||
Interest-free demand loans issued (in Dollars) | $ (17,550) | |||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, shares outstanding | ||||||||
PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, shares outstanding | 10,000,000 | 0 | ||||||
Preferred stock issued to reduced related party debt (in Dollars) | $ 41,229 | |||||||
Shares value (in Dollars) | $ 231,132 | |||||||
Trading value (in Dollars) | $ 5,000 | |||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||
Total purchased price in cash (in Dollars) | $ 0 | $ 0 | ||||||
Custodian Ventures, LLC [Member] | PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.00001 | |||||||
Issuance of shares | 180,000 | |||||||
Percentage total outstanding common stock | 62.00% | |||||||
Shares of series A convertible preferred stock | 10,000,000 | |||||||
Total purchased price in cash (in Dollars) | $ 245,000 | |||||||
Common Stock [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||
Issuance of common stock shares | ||||||||
Interest-free demand loans issued (in Dollars) | ||||||||
Common stock, shares outstanding | 15,762,860 | 15,762,860 | ||||||
Description of conversion of shares | preferred share was convertible to common stock at a ratio of 30 to 1. | |||||||
Common Stock [Member] | PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Shares value (in Dollars) | ||||||||
Common stock, shares outstanding | 290,340 | 110,340 | ||||||
Common stock, shares issued | 290,340 | 110,340 | ||||||
Common Stock [Member] | Custodian Ventures, LLC [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.000001 | |||||||
Issuance of common stock shares | 180,000 | |||||||
Interest-free demand loans issued (in Dollars) | $ 5,000 | |||||||
Issuance of common stock value (in Dollars) | $ 5,000 | |||||||
Common Stock [Member] | Custodian Ventures, LLC [Member] | PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | |||||||
Interest-free demand loans issued (in Dollars) | $ 5,000 | |||||||
Issuance of common stock value (in Dollars) | $ 5,000 | |||||||
Issuance of shares | 10,000,000 | |||||||
Preferred stock issued to reduced related party debt (in Dollars) | $ 10,000 | |||||||
Issuance of shares | 180,000 | |||||||
Preferred Stock [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Issuance of common stock shares | ||||||||
Interest-free demand loans issued (in Dollars) | ||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||
Preferred stock, shares outstanding | 10,000,000 | 0 | ||||||
Description of conversion of shares | Each share of the Company’s Preferred Stock was convertible to common stock at a ratio of 0.3 to 1. | |||||||
Preferred stock, par value (in Dollars per share) | $ 0.000001 | |||||||
Preferred Stock [Member] | PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||
Preferred stock, shares outstanding | 10,000,000 | 0 | ||||||
Shares value (in Dollars) | $ 300 | |||||||
Preferred stock, par value (in Dollars per share) | $ 0.000001 | |||||||
Description of conversion of shares | The preferred shares are convertible to common shares at a ratio of 30 to 1. | |||||||
Preferred Stock [Member] | Custodian Ventures, LLC [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Issuance of shares | 10,000,000 | |||||||
Preferred stock issued to reduced related party debt (in Dollars) | $ 10,000 | |||||||
Shares value (in Dollars) | 231,132 | |||||||
Preferred Stock [Member] | Custodian Ventures, LLC [Member] | PHONEBRASIL INTERNATIONAL, INC. [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Preferred stock issued to reduced related party debt (in Dollars) | 10,000 | |||||||
Shares value (in Dollars) | $ 231,132 | |||||||
Issuance of shares | 10,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jan. 11, 2022 | Oct. 05, 2021 | Nov. 16, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsequent Events (Details) [Line Items] | |||||
Placement agent, description | The Company issued each Purchasers a Secured Convertible Promissory Note (the “Note”) and five-year warrants to purchase shares of common stock of the Company at an exercise price of $1.9032 per share, subject to certain adjustments (the “Warrants”) pursuant to the terms and conditions of the SPA and secured by a Security Agreement. The Company issued 1,305,703 Warrants. It also issued 110,342 Placement Agent Warrants to a Placement Agent which contain similar terms the Warrants except they are exercisable at $2.0935 per share. | ||||
Gross proceeds percentage | 5.00% | ||||
Gross proceeds | $ 655,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Total proceeds | $ 2,485,000 | ||||
Warrants exercise price (in Dollars per share) | $ 1.9032 | ||||
Issued warrants (in Shares) | 1,305,703 | ||||
Warrants exercisable price (in Dollars per share) | $ 2.0935 | ||||
Subsequent event, description | The Notes are due two years form the date of issuance or between October 5, and December 30, 2023. The Notes bear interest at 8% per annum payable quarterly in cash or common stock at the option of each Purchaser, subject to an increase in case of an event of default as provided for therein. The Notes are convertible into shares of common stock at any time following the date of issuance at the Purchasers’ option at a conversion price of $1.9032 per share, subject to certain adjustments. Furthermore, at any time after the 12 month anniversary of the date of issuance of the Notes, the Company may, after written notice to the Purchasers, 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 Note, accrued but unpaid interest and all liquidated damages and other amounts due in respect of the Note (if any). | ||||
Notes due period | 2 years | ||||
PHONEBRASIL INTERNATIONAL, INC. [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Preferred stock par value (in Dollars per share) | $ 0.001 | ||||
Placement Agent Warrants [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Issued warrants (in Shares) | 110,342 | ||||
Private Placement [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Gross proceeds percentage | 9.00% | ||||
Gross proceeds | $ 1,830,000 | ||||
Non-refundable cash retainer | $ 50,000 | ||||
Forecast [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Subsequent event, description | 1. Changed the name of the Company to Americrew Inc.2. Section 5(a) of the Amended and Restated Certificate of Incorporation was amended to read in its entirety as follows:5. (a) The total number of shares of stock of all classes and series the Corporation shall have authority to issue is 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. Each 100 shares of common stock issued and outstanding automatically and without any action on the part of the respective holders thereof, was combined and converted into one share of common stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. All fractional shares resulting from the Reverse Stock Split shall be rounded up to the nearest whole share. | ||||
PPP Loan proceeds | $ 351,370 | ||||
Accounts receivable | $ 223,697 | ||||
Stockholder percentage | 9.40% | ||||
Related party debt, description | the Company extended related party debt and issued the lenders a total of 320,662 five-year bridge warrants exercisable at $1.9032 per share, subject to adjustment. In addition to 12% per annum interest, a total of $351,469 is due on or before March 31, 2022 (with $50,000 due in each of January, February and March, and the balance of $300,000 is due December 31, 2022. The Company owed another related party $300,000 which was due December 31, 2022, of which $44,000 was paid by the due date. The balance is still outstanding. |
Notes Payable-Related Party (De
Notes Payable-Related Party (Details) - PHONEBRASIL INTERNATIONAL, INC. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Notes Payable-Related Party (Details) [Line Items] | ||
Notes payable-related party | $ 7,500 | |
Forgiveness of related party debt | $ 41,229 |