UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMForm 10-K

(Mark One)

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

For the fiscal year ended: December 31, 20202021

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

For the transition period from ________________________ to ________________________

COMMISSION FILE NO. 333-174581Commission File Number: 000-56176

PHONEBRASIL INTERNATIONAL INC.Americrew Inc.

(Exact name of registrant as specified in its charter)

New Jersey

21 Omaha Street, Dumont, NJ 07628

(State or other jurisdictionAddress of incorporation)principal executive offices, Zip Code)

6770201-387-7700

(Primary Standard Industrial Classification Code Number)

33-148545

(IRS Employer Identification No.)

3001 PGA Boulevard

Suite 305

Palm Beach Gardens, FL 33410

Tel: (609) 433-6711

(Address andRegistrant’s telephone number, of registrant’s executive office)including area code)

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

Securities registered pursuant to Sectionsection 12(g) of the Act: Common Stockstock, par value $0.001 per share

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the precedingpast 12 months (or for such shorter period that the registrant aswas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K  is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”filer”, “smaller reporting company,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates ofcomputed by reference to the registrant,closing price as of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2021, was approximately $158,890 based on a closing price of $0.0144 as of such date. Solely for purposes of this disclosure, shares of common stock held by executive officers, directors and beneficial holders of 10% or more of the outstanding common stock of the registrant as of such date have been excluded because such persons may be deemed to be affiliates.$1,377,043.

As of February 25, 2021, the registrant had 29,034,000 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART ICautionary Statement Regarding Forward-Looking Statements

ITEM 1. DESCRIPTION OF BUSINESS

As used in this annual report, the terms “we”, “us”, “our”, “the Company”, mean PhoneBrasil International Inc., unless otherwise indicated.

Cautionary Note Regarding Forward Looking Statements

This report containsAnnual Report on Form 10-K and other written and oral statements made from time to time by us may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to locate and acquire an operating business and the resources and efforts we intend to dedicate to such an endeavor, our development of a viable business plan and commencement of operations, and our ability to locate sources of capital necessary to commence operations or otherwise meetabout our business needsopportunities, expectations including our goal to train veterans in 2022 and objectives.entrance into the clean energy sector, and liquidity. Words such as “expects,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “could,” “would,” “may,” “intends,” “targets” and similar expressions or variations of such words are intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements in this Report. The identification of certain statements as “forward-looking” is not intended to mean that other statements not specifically identified are not forward-looking. All statements other than statements ofabout historical facts containedare statements that could be deemed forward-looking statements, including, but not limited to, statements that relate to our future revenue, product development, customer demand, market acceptance, growth rate, competitiveness, gross margins, and expenditures.

Although forward-looking statements in this report, includingReport reflect the good faith judgment of our management, such statements regarding our future financial position, liquidity, business strategycan only be based on facts and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based thesefactors currently known by us. Consequently, forward-looking statements largely on our current expectationsare inherently subject to risks and projections about future eventsuncertainties including those summarized below which are more fully discussed under the heading “Risk Factors” within Part I, Item 1A of this Report, and financial trends thatother documents we believe may affect our financial condition, results of operations, business strategyfile from time-to-time with the Securities and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors,Exchange Commission (the “SEC”). Such risks, uncertainties and risks that maychanges in condition, significance, value, and effect could cause our actual results to differ materially from those expressed herein and in ways not readily foreseeable. Readers are urged not to place undue reliance on these forward-looking statements, include those described in Item 1A. – Risk Factors.which speak only as of the date of this Report and are based on information currently and reasonably known to us. We undertake no obligation to publiclyrevise or update or revise any forward-looking statements whetherto reflect any event or circumstance that may arise after the date of this Report, other than as required by law. Readers are urged to carefully review and consider the various disclosures made in this Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Summary Risk Factors

Our business is subject to numerous risks and uncertainties that you should consider before investing in our common stock. Set forth below is a summary of the principal risks we face:

PART I

ITEM 1. BUSINESS

Corporate History

Prior to the closing of our acquisition of Mikab Corp. (“Mikab”) on August 12, 2021 (the “Acquisition”), AmeriCrew Inc. (the “Company”) was a shell company with nominal assets and liabilities. As a result of new information, future events or otherwise.the Acquisition, the Company operates as a telecommunications and energy infrastructure service provider with a focus on training and employing military veterans to assist customers with their construction and maintenance needs.

Description of Business

PhoneBrasil International, Inc. f/k/The Company is a Utz Technologies,Delaware corporation organized on October 26, 2021. Effective December 13, 2021, our predecessor, Americrew Inc. (the “Company”, or “PhoneBrasil”) was organized ina New Jersey as Donald Utz Engineering, Inc. in 1991. In April of 1991,corporation was merged into us and the Company changed its name to Utz Engineering, Inc. In March 2002,Delaware corporation was 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 Namesurvivor. Mikab was incorporated in the State of New Jersey in 1971. The Company and Mikab share offices located at 21 Omaha Street, Dumont, NJ 07628. Mikab also has a warehouse located at 29 Aladdin Ave Dumont, NJ 07628. The Company also has a smaller office located in Fairfax, VA where its Chief Executive Officer is based.

Our Business

The Company 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.

Our business consists of the following: fiber construction and 5G wireless construction, which are collectively grouped into the broader category of telecommunications infrastructure and consist of construction and maintenance and related services with respect to fiber optic cables, wireless cell towers and 5G small and macro cells, site planning and installation and related services for clean energy systems, with an initial focus on EV charging stations, and workforce development with respect to our unique in-house training program to support the services we provide.

The Opportunity

Advances in technology and rapid innovation in service offerings to data consumers continue to increase demand for faster and more reliable wireless and wireline/fiber communications network services. The amount of network data traffic is experiencing significant and accelerating levels of growth from increased usage and sophistication of mobile devices, advancements in the “Internet of Things (IoT)” technology and an increase in the use of mobile and remote technologies in response to the name PhoneBrasil International, Inc.COVID-19 pandemic, which has accelerated trends that were already underway prior to the pandemic. Increased data usage is expected to significantly increase data traffic, resulting in the need for new and upgraded networks.

Telecommunications companies are expected to play a large role in shaping the future as next generation 5G wireless technology gains traction among both businesses and consumers. The next generation of wireless and fixed wireless network capacity uses 5G technology which is expected to provide a platform for the IoT, which can in turn be applied to a variety of functions and business and governmental applications such as mechanical automation, healthcare, education, and public safety.

In response to these growing opportunities, telecommunications service providers are expanding and improving upon current wireless and wireline/fiber communications network capacity, while also engaging in build-outs of 5G infrastructure. Additionally, changes in telecommunications service providers, such as T-Mobile’s acquisition of Sprint, are further accelerating the build-out of 5G infrastructure. We were a development stage company engagedbelieve that nationwide 5G tower deployments, along with the deployment of small/micro cells and fiber network expansion by major carriers in support of 5G will lead to significant demand for 5G telecommunications infrastructure in the years to come.

The public sector has also responded to 5G and the growing demand and utility of telecommunications technology by directing funds towards continued infrastructure growth. In November 2021 President Biden signed the Infrastructure Investment and Jobs Act, which provides for the deployment of approximately $65 billion in federal funding for broadband expansion and improvement projects, became law. This new federal spending package is expected to increase the demand for services within our industry.

In January 2020, the Federal Communications Commission (the “FCC”) announced its Rural Digital Opportunity Fund (“RDOF”). RDOF will make over $20 billion in funding available over the next 10 years to build and connect gigabit broadband speeds in unserved rural areas, thereby connecting millions more American homes and businesses to digital opportunity. In August 2020, the United States Court of Appeals for the Ninth Circuit upheld the FCC’s initiatives to speed deployment of 5G technology in the United States through the Facilitate America’s Superiority in 5G Technology, or “FAST” Plan. The FAST Plan is designed to make more spectrum available to the market and encourage implementation of and investment in 5G technology across the United States by modernizing regulations and updating infrastructure policy. Additionally, in October 2020, the FCC established the 5G Fund for Rural America, which will provide up to $9 billion in funding over the next 10 years to bring 5G wireless broadband connectivity to rural America. Additionally we intend to participate in and generate revenue from the expected multi-year broad opportunities in the telecommunications industry and at some point we became a shell issuermarket as referred to on Rule 144(i) under the Securities Act of 1933. We expect to change our state of incorporation to Nevada in the near future.

On December 9, 2020, DR Shell LLC, a Delaware limited liability company (“DR Shell”) purchased from Custodian Ventures LLC, a Wyoming limited liability company (“Custodian Ventures”), (i) 18,000,000 shares of the Company’s Common Stock, representing approximately 62% of the outstanding Common Stock of the Company, and (ii) 10,000,000 shares of Series A Convertible Preferred Stock of the Company, in exchange for $245,000 in cash. The shares were acquired pursuant to a Stock Purchase Agreement, dated December 9, 2020, by and among Custodian Ventures, DR Shell and David Lazar, then Chief Executive Officer of the Company. As a result, Mr. Ross DiMaggio, the manager of DR Shell, acquired control of the Company.

On February 14, 2020, the Superior Court of New Jersey Equity Division appointed Custodian Ventures, LLC, any entity controlled by David Lazar 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.

The Company currently has no operations and is seeking to acquire a new business in the United States. We have not generated revenues since we divested our operating subsidiaries and do not expect to do so in the short-term due to the early-stage nature of our Company.

The evaluation and selection of a business opportunity is a complex and uncertain process, and we have not yet identified a target operating business for acquisition. Business opportunities that we believe are in the best interests of the Company and its shareholders may be scarce, or we may be unable to obtain the businesses we identify as viable for our objectives, including due to competitive forces in the marketplace beyond our control. There can be no assurance that we will be able to locate compatible business opportunities for the Company. See Item 1A - Risk Factors.

Competition and Market Conditions

We will face substantial competition in our efforts to identify and pursue a business venture. The primary source of competitiondescribed above. This is expected to be from other companies organizedentail servicing our existing and funded for similar purposes, including small venture capital firms, blank check companies, and wealthy investors, many of which may have substantially greater financial and other resources than we do. In light of our limited financial and human resources, we are at a competitive disadvantage compared to many of our competitors in our efforts to obtain an operating business or assets necessary to commence our operations in a new field. Additionally, with the economic downturn caused by the coronavirus pandemic, many venture capital firms and similar firms and individuals have been seeking to acquire businesses at discounted rates, and we therefore currently face additional competition and resultant difficulty obtaining a business. We expect these conditions to persist at least until such time as the economy recovers. Further, even if we are successful in obtaining a business or assets for new operations, we expect there to be enhanced barriers to entrycustomers in the marketplace in which we decide to operateprivate sector as well as serving the federal, state and local governments as a result of reduced demand and/or increased raw material costs caused byprime and subcontractor. However, there are numerous risks and uncertainties with respect to the pandemicindustry and other economic forces that are beyond our control.these recent developments, including those described under “Risk Factors” beginning on page 13.

Regulation

Telecommunications

As of the date of this Report, our telecommunications infrastructure, or telecom, operations comprise a majority of our operations. We supply telecommunications providers with a number of specialty services, including underground cable installation, fiber and wireless construction including cables, small cell, macro cell, and tower construction. We also provide maintenance, inspection, and enhancement services for telecommunications providers’ above-ground infrastructure. Examples of structures we assist with include monopoles, lines, antenna, foundations and microwave technology infrastructure. Further, we assist customers with electrical and building permit application preparation, submission and completion in connection with the foregoing projects.

We provide telecommunications infrastructure installation, maintenance and removal services for sites in connection with the cellular wireless, broadcast (AM & FM) radio, and original equipment manufacturing sectors. We typically enter into a master services agreement with a customer under which we are subsequently given work orders for specific projects. In connection with a construction project, a customer will provide us with engineering design drawings and specifications which we use to build the site. We also provide ancillary services for existing and newly constructed above-ground sites, such as maintenance, inspection, and enhancement services for communications structures such as self-supporting towers, guyed towers, monopoles, and other unique structures used to support wireless equipment. Below ground, we provide installation services for fiber optic cables. Because of access difficulties, we generally do not provide maintenance or inspection services for below-ground infrastructure such as fiber optic cables.

As wireless telecommunications technologies continue to shift to 5G, a nationwide trend towards installing equipment and sites in an increasing number of locations across the country is underway, and as a result we are currently heavily engaged in upgrading 3G and 4G cell sites to add 5G capacity. Additionally, a general trend towards faster, more reliable and more widely accessible telecommunications services, including from both wireless and fiber technologies, is also in progress. By cooperating with partners in the industry, we assist customers in expanding and improving their networks, making fast wireless services available to a greater proportion of the population. This includes aiding private customers seeking to expand their network scope and quality and facilitating government-subsidized growth aimed at enabling a greater number of Americans to have access to high-speed internet and phone services, as more fully described below.

In our telecommunications operations, we generally perform approximately 12-15 projects per month, the vast majority of which are located in New Jersey and Eastern Pennsylvania. We perform work for major wireless carriers and cell tower companies.

Clean Energy

Our operations in the clean energy sector are currently in their infancy and to-date have only accounted for a nominal portion of our total revenue from operations. Presently, our clean energy operations entail site surveying and preparation to assist customers with identifying viable locations to install electronic vehicle (EV) charging infrastructure. We enter into agreements with these customers which provide us with payment of $5,000 - $7,000 per site, and also provide us with a right of first refusal to perform the installation work in the event that a customer elects to proceed with building the charging station(s) at that site.

While site build outs have been delayed due in part to uncertainty concerning short-term government funding for clean energy initiatives such as EV infrastructure, as and when customers receive the necessary funding and move forward with site buildouts, our EV operations are expected to expand to working with strategic partners to establish and expand the charging sites. We also intend to assist with the planning and installation of solar panels and related systems to generate solar-powered clean energy, although we have not commenced any such operations as of the date of this Report. In addition, we intend to provide maintenance services for new and existing EV charge sites and solar energy systems. We do not expect our clean energy operations to constitute a material portion of our overall revenue in 2022, and any revenue we do generate from our clean energy operations in our early years in the space is expected to be primarily attributable to EV charge site installations.

Business Strategy

Our strategy is to work with strategic partners to benefit from increased demand for network bandwidth in the United States from both private and public market participants and stakeholders. Developments in consumer and business applications within the telecommunications industry increase demand for greater wireline and wireless network capacity and reliability. Telecommunications network operators are increasingly deploying fiber optic cable and wireless technology deeper into their networks and closer to consumers and businesses in order to respond to consumer demand, competitive realities, and public policy movements.

For example, the federal government continues to invest in telecommunications infrastructure. The FCC has taken steps to expedite and expand the availability of communications technologies across the country, citing in part the digital divide made apparent by the COVID-19 pandemic and a nationwide shift to remote work as a result. Specifically, rural areas appear to be in greater need of access to digital telecommunications capabilities than the nation’s private and public infrastructure currently allow for. Private sector participants are also constantly attempting to grow and upgrade their networks and develop next generation mobile solutions in response to the significant demand for wireless broadband, driven by the wide use of smart phones, mobile data devices and other technological advances. See “Industries and Current Trends” for more information.

In the clean energy arena, we intend to capitalize on the increasing demand for energy solutions which are better for the environment than traditional sources of energy such as oil and gas. By training, deploying and growing our current labor force and their skillsets in infrastructure services, we intend to help EV, solar and other clean energy technologies expand their reach. As these technologies grow in availability and popularity, we hope to also increase our market share in the clean energy space by teaming with other businesses with experience and relationships with clean energy product manufacturers and providers, helping with the planning, installation and maintenance of source sites.

Labor Force and Veteran Workforce Program

We presently have 57 employees and five independent contractors. In addition to hiring previously educated and/or trained individuals from the labor market, we engage in a program with government and private partners through which we hire, train and employ military veterans to help us build telecommunications infrastructure for our customers (the “Veteran Workforce Program”). This program allows us to source labor and maintain a competitive advantage during national or regional labor shortages, while also providing career paths to those who have served our country. As of the date of this Report, approximately 47% of our workforce, consisting of 28 employees and one independent contractor, has been sourced from our Veteran Workforce Program.

We also contract with independent contractors to manage fluctuations in work volumes and to reduce the amount we expend on fixed assets and working capital. These independent contractors are often small, privately owned companies that provide their own employees, vehicles, tools and insurance coverage. While no individual independent contractor is significant to the Company, as a whole independent contractors constitute a significant portion of our workforce at any given time.

Beginning in April 2021, we contracted with Novation, a related party, to manage our Veteran Workforce Program. Novation provided us with (i) oversight and management services for our workforce development programs and training services, (ii) software development services, (iii) project management services, and (vi) other administrative and back office services in exchange for a monthly fee of $140,000. In addition to the flat fee, Novation also received 10% of all revenue generated from the work force training classes operated by Novation on our behalf, and we retained the balance. As of the date of this Report, the agreement with Novation has terminated and the Company is negotiating a potential new arrangement. Mr. P. Kelley Dunne, our Chief Executive Officer, is the sole member of Novation. See “Item 13. – Certain Relationships and Related Transactions, and Director Independence.”

Training Program Update

In 2021, we trained 110 veterans, almost all of whom have been employed either by us or by our large customers. Training revenue was $370,000 for the four and one-half months of 2021 after the Mikab Acquisition. Federally funded programs pay for the training. We recruit veterans from 16 military bases. Training is conducted at two brick and mortar schools which offer either eight week or six month courses with the longer courses offering credits toward an associates’ degree. Subject to the required approvals, we also anticipated commencing online classes in a two week basic course either later in 2022 or in 2023.

The two brick and mortar educational institutions we partner with have conducted a total of five classes since July 2021, training 71 veterans with a job placement rate of 76%. We define job placement as training which results in subsequent relevant employment, which can include employment at Americrew, Novation or with other participants in the infrastructure services industry. We provide two types of training classes:

Americrew’s two educational partners are still awaiting approval to obtain authorization to conduct classes virtually. The delay in receiving this authorization has adversely affected the ability of Americrew to train additional veterans as originally expected. See the risk factor titled “Our ability to support our customers in the telecommunications and EV business is in part dependent upon our ability to successfully recruit, train and deploy military veterans” on page 34.

As we grow our operations both organically and/or through strategic acquisitions, management anticipates that we will need to expand our workforce by two or three times its current size during the next 12-18 month period. One issue we are facing is recruiting experienced forepersons to head our work crews. In connection with our ongoing operations and planned growth efforts, management expects that the Company we will need to rely on a greater proportion of employees and independent contractors with outside training to meet its expected increased operational needs and implement our business strategy. The Company has several strategic Education and Training Partners that the Company believes can significantly scale as the workforce demand increases. A significant portion of the training and certification cost is paid for by several government-funded veteran benefit programs — which we expect will enable more rapid growth in the training of the workforce.

Acquisitions

We plan to pursue acquisitions that management deems to be operationally and financially beneficial for the Company. Factors we may consider when evaluating potential target acquisitions include those that provide incremental revenue, geographic diversification, and complement existing operations. We intend to target companies for acquisition that management believes have profitability or revenue rendering future profitability possible, proven operating histories, sound management and other personnel and certain operational and cost synergies with our Company. Management believes that closing on certain of these acquisitions will be necessary for the Company to achieve its business objectives and attain revenue levels as planned. We cannot assure you that we will be successful consummating any acquisitions or, if we do, if any acquisitions will be successful. For more information about risks regarding acquisitions, see “Risk Factors.”

Industries and Current Trends

As mentioned above, we operate four distinct business segments in the telecommunications and clean energy industries. Below is an overview of each such industry and current trends within them, as well as our current and planned role as a market participant in each space.

Telecommunications

Significant advances in technology and rapid innovation in service offerings to data consumers continue to increase demand for faster and more reliable wireless and wireline/fiber communications network services. The amount of network data traffic is experiencing significant and accelerating levels of growth from increased usage and sophistication of mobile devices, advancements in the IoT technology and an increase in the use of mobile and remote technologies in response to the COVID-19 pandemic, which has accelerated trends that were already underway prior to the pandemic. Increased data usage is expected to significantly increase data traffic, resulting in the need for new and upgraded networks.

Telecommunications companies are expected to play a large role in shaping the future as next generation 5G wireless technology gains traction among both businesses and consumers. 5G, which is the next generation of wireless and fixed wireless network capacity, is expected to provide a platform for the IoT, which can in turn be applied to a variety of functions and business and governmental applications such as mechanical automation, healthcare, education, and public safety.

In response to these growing opportunities, telecommunications service providers are expanding and improving upon current wireless and wireline/fiber communications network capacity, while also engaging in build-outs of 5G infrastructure. Additionally, changes in telecommunications service providers, such as T-Mobile’s acquisition of Sprint, are further accelerating the build-out of 5G infrastructure. We believe that nationwide 5G tower deployments, along with the deployment of small/micro cells and fiber network expansion by major carriers in support of 5G will lead to significant demand for 5G telecommunications infrastructure in the years to come.

We intend to participate in and generate revenue from the expected multi-year broad opportunities in the telecommunications market as described above. This is expected to entail servicing our existing and new customers in the private sector as well as serving the federal, state and local governments as a prime and subcontractor.

Clean Energy

Climate change initiatives and the desire to reduce carbon emissions continued to gain momentum in 2022 and 2021. Demand for clean energy sources continues to grow, with renewable energy sources reporting rising levels of usage and capacity as well as declining costs. Potential new governmental and policy initiatives under current and future legislation, regulations, and executive orders could drive even further growth in clean energy infrastructure. Additionally, electronic car manufacturers and other companies are researching and developing clean energy technology such as EV to meet growing demands and address concerns over ecological sustainability, and over time such technologies are becoming increasingly affordable for consumers. The Biden Administration has elevated climate change and the federal administrative agencies and legislative opportunities have reacted to this change. Additionally, many transportation and logistics companies (including major names such as Amazon, UPS, FedEx) have committed to begin using electric vehicles in the next 5-10 years and Hertz is the largest rental car operator of EVs. In late 2021, it announced it intends to purchase 100,000 Teslas and in April 2022 it announced it plans to purchase 65,000 Polestars over five years. Presently Hertz’s website says it offers Teslas and Ford EVs for rent.

Growing corporate initiatives for smaller, standalone distributed generation facilities, together with regulatory and other policy initiatives at the federal, state and municipal levels, have spurred demand for clean energy production from sustainable power sources, including electrical power production from renewable sources such as wind, solar and biomass.

The United States appears to be heading toward eliminating the sale of new gas-powered vehicles. For example, in January 2021 General Motors announced its plan to sell only zero-emission vehicles by 2035.

As a result of these trends, we expect a continued demand for construction of clean energy infrastructure in the coming years, including EV charging stations and solar panels. Our goal in the clean energy space is to form strategic partnerships and attract and obtain customers and business relationships to assist in building and servicing the clean energy systems necessary to serve the growing number of clean energy technologies such as EVs and solar technology being deployed in the United States.

Customers

We have relationships with telecommunications providers, including telephone companies, cable multiple system operators, and wireless carriers. Our customer base is highly concentrated, with our top two customers accounting for 68% of our total sales in 2021 and three customers accounting for 84% of our total sales in 2020. Additionally, the telecommunications industry is subject to a general lack of diversity, with only a handful of major wireless carriers known as the “Big 3” — T-Mobile, AT&T, and Verizon Wireless, and the potential for further corporate combinations which would further subject us to anti-competitive risks. As EV sales increase and expand beyond Tesla, we expect that EV charging opportunities will increase. See “Risk Factors” on beginning on page 13 for more information.

Materials and Supplies

We rely on a variety of raw materials and supplies to perform services under our contracts. We have in the past and may in the future encounter difficulties in obtaining the materials and supplies needed to meet our contractual obligations and generate revenue in the required timeframes, on favorable terms or at all. For example, the supply chain issues are challenging, although not to the extent we faced in early-mid 2020. While we have been unable to perform certain projects in a timely manner due to shortages in computer chips which are contained in machines we use, we have largely been able to obtain other supplies to fulfill other orders. Our customers appear to face supply chain issues including the availability of fiber optics cabling, which may delay or receipt of orders. We are unable to quantify the precise impact of these developments on our financial results and customer relationships as of the date of this Report.

A contributing factor to our actual and potential supply shortages and resulting delays is our reliance on a limited number of principal suppliers to provide us with the materials needed to accomplish our objectives with respect to our customer contracts. Our principal suppliers on whom we primarily depend include Talley Inc., Tessco, Commscope, and JMA Wireless.

Backlogs

We accrue backlogs of anticipated revenue from pending work orders under our agreements with customers. Our backlog consists of the estimated amount of revenue we expect to realize from future work on uncompleted contracts, including new contracts under which work has not begun, as well as revenue from change orders and renewal options and our proportionate share of estimated revenue from proportionately consolidated non-controlled contractual joint ventures. A significant portion of our current 12-month backlog is attributable to master service agreements and other service agreements, which generally do not require our customers to purchase a minimum amount of services and are cancellable on short or no advance notice before the work commences.

As of April 6, 2022, we have a total of approximately $5 million in backlogs, consisting of approximately $4.4 million related to our wireless telecommunications services operations ($4 million of which is concentrated between two customers), $0.5 million related to fiber optic cable installations (all of which is concentrated between two customers) and $35,000 for clean energy charging site planning and surveying (all of which is concentrated within a single customer).

Cyclicality and Seasonality

The cyclical nature of the telecommunications industry affects demand for our services. The capital expenditure and maintenance budgets of our customers, and the related timing of approvals and seasonal spending patterns, influence our contract revenues and results of operations. Factors affecting our customers and their capital expenditure budgets include, but are not limited to, overall economic conditions, the introduction of new technologies, our customers’ debt levels and capital structures, our customers’ financial performance, our customers’ positioning and strategic plans, and any potential effects from. Other factors that may affect our customers and their capital expenditure budgets include new regulations or regulatory actions impacting our customers’ businesses, merger or acquisition activity involving our customers, and the physical maintenance needs of our customers’ infrastructure.

Our contract revenues and results of operations exhibit seasonality as we perform a significant portion of our work outdoors. Consequently, adverse weather, which is more likely to occur with greater frequency, severity, and duration during the winter, as well as reduced daylight hours, impact our operations during the fiscal quarters ending in December and March. In addition, a disproportionate number of holidays fall within the fiscal quarter ending in December, which decreases the number of available workdays. Because of these factors, we may be more likely to experience reduced revenue and profitability or losses during the fiscal quarters ending in December and March compared to the fiscal quarters ending in June and September. Because we file reports with the Securities and Exchange Commission (the “SEC”) by Section 13, seasonal trends in our results of the Securities Exchange Actoperations may subject our common stock to significant volume and price fluctuations.

Competition

The specialty contracting services industry in which we operate is highly fragmented and includes a large number of 1934 (the “Exchange Act”).

Depending on the direction management decides to takeparticipants which we compete with both directly and a business or businesses we may acquire in the future, we may become subject to other laws or regulations that require us to make material expenditures on compliance including the increasing state level regulationindirectly. We compete with several large national and international corporations and numerous regional and privately owned companies, many of privacy. Any such requirements could require us to divert significantwhich have greater human and capital resources on compliance, which could have an adverse effect onthan we do. In addition, a portion of our future operating results.

Employees

Ascustomers directly perform many of the date of this Report,same services that we do not have employees. Howeverprovide. Relatively few barriers to entry exist in the markets in which we operate. As a result, any organization that has adequate financial resources, access to technical expertise, and the necessary equipment may become a competitor and the degree to which an entity controlled by our Chief Executive Officer provides part-time consulting services to us without compensation.existing competitor participates in the markets that we operate may increase rapidly.

Some of our public company competitors include Mastec, Inc., Dycom Industries, Inc., High Wire Networks, Inc., and Quanta Services, Inc. A significant portion of our revenue is directly and indirectly derived from master services agreements and price is often an important factor in awarding such agreements. Accordingly, our competitors may underbid us and/or our teaming partners if they elect to price their services aggressively to procure such business. Further, while these companies are competitors, in certain circumstances they are also our customers or potential customers. Our competitors may also develop the expertise, experience and resources to provide services that are equal or superior in price, quality or scope to our services, and we may not be able to maintain or enhance our competitive position based on thresholds for margin and profitability that has been established as adequate benchmarks by management. Among the principal competitive factors for our services are geographic presence, quality of service, worker and general public safety, access to resources, price, breadth of service offerings, and industry reputation.

Government Regulations

We are subject to numerous federal, state, and local government regulations, including laws and regulations relating to environmental protection, work-place safety, and other business requirements as summarized below:

Environmental

A significant portion of our operations involve the construction, improvement and maintenance of underground infrastructure for our customers and we often operate in close proximity to pipelines or underground storage tanks that may contain hazardous substances. We could be subject to potential material liabilities in the event we fail to comply with environmental laws or regulations or if we cause or are responsible for the release of hazardous substances or cause other environmental damages. In addition, failure to comply with environmental laws and regulations could result in significant costs including remediation costs, fines, third-party claims for property damage, loss of use, or personal injury, and, in extreme cases, criminal sanctions and penalties.

Workplace Safety

We are subject to the requirements of the federal Occupational Safety and Health Act (“OSHA”) and comparable state statutes that regulate the protection of the health and safety of workers. Our employees and contractors are often required to work on elevated locations such as towers, buildings or in underground areas, which can subject them to dangerous conditions. While we have policies and guidelines in place to protect our personnel from workplace accidents, our failure to comply with OSHA or other workplace safety requirements could result in significant liabilities, fines, penalties, or other enforcement actions and adversely affect our reputation and ability to perform the services that we have been contracted to provide to our customers.

General Business

We are subject to a number of state and federal laws and regulations, including those related to contractor licensing. Additionally, certain of our operations are subject to legal and regulatory requirements related to or arising from licensing, permitting, and inspections applicable to contractors, building and electrical codes, zoning ordinances, and special bidding, procurement and other in connection with our participation in government projects. If we are not in compliance with these laws and regulations, we may be unable to perform services for our customers and may also be subject to fines, penalties, and the suspension or revocation of our licenses and permits.

While we undertake efforts to comply with applicable laws and regulations, any failure to comply with such laws and regulations could result in substantial fines or revocation of our operating licenses and permits, the implication of termination or cancellation rights under our contracts, disqualification from pending or future bidding opportunities, or reputational harm and resulting loss of business opportunities or future revenue. Additionally, the regulatory environment our industry faces and any changes thereto could impact our customers’ projects and demand for our services causing them to experience delays, reductions in scope and cancellations of projects. See “Risk Factors” for more information about the regulatory risks we face.

ITEM 1A. RISK FACTORS

Investing in our common stock involves a high degree of risk. Investors should carefully consider the following Risk Factors before deciding whether to invest in the Company. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations or our financial condition. If any of the events discussed in the Risk Factors below occur, our business, consolidated financial condition, results of operations or prospects could be materially and adversely affected. In such case, the value and marketability of the common stock could decline.

Risks RelatingRelated to Our Business and Financial Condition in General

We currently have noThe Company has a limited operating history since it ceased to be a shell in August 2021 which makes it difficult to forecast our future results, making any investment in us highly speculative.

While Mikab had operations and investors therefore have no basis on whichprior to evaluate the Company’s future prospects.

We currently have no operations and will be reliant upon a merger with or acquisition of an operating business to commence operations and generate revenue. BecauseAcquisition, we have no operations and have not generated revenues, investors have no basis upona limited operating history as a combined company following the August 2021 Acquisition from which to evaluate our abilityprospects. Most importantly, our two most senior executive officers come from Mikab and Novation, so our operations going forward are subject to achieveordinary integration risks where two companies and two cultures are combined. Further, while Mikab and Novation have operated in the telecommunications sector prior to the Acquisition, neither company has operated in the clean energy space, making our expectations and projections with respect to that business objectivesegment particularly speculative. We may not accurately forecast customer behavior and recognize or respond to emerging trends, changing preferences or competitive factors facing us, and, therefore, we may fail to make accurate financial forecasts. Our current and future expense levels are based largely on our budget plans and estimates of locatingfuture revenue. Additionally, our current revenue projections are based largely on customer and completingpartner relationships and contracts that are still the subject of negotiation and in some cases are pending government funding and bidding processes, the results of which remain uncertain. Similarly, if we are able to raise sufficient capital in the future, we may use a business combination with a target business. We have no current arrangementsportion of the proceeds to acquire other operating businesses in our segments or understandings with any prospective target business concerning a business combinationrelated segments to facilitate strategic growth and build our market presence and revenue potential. If we do acquire one or more businesses in the future, we may be unable to complete a business combinationadjust our spending in a reasonable timeframe,timely manner to compensate for any unexpected revenue shortfall, which could then force us to curtail or cease our business operations or plan of operations or acquisitions. Our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations and growth process. Due to these contingencies, we may be unable to achieve or maintain profitability in some or all of our business segments in a timely manner or at all, in which case you could lose all or some of your investment.

We were unable to raise sufficient capital from our recent Note financings, and our ability to raise sufficient capital or generate revenue to pay outstanding debt obligations as and when they come due and the adverse consequences of any default thereon, or our inability to meet our operational requirements, will materially adversely affect us and your investment in us.

In late 2021 we recently closed two private placement offerings of Notes and Warrants (the “2021 Notes and Warrants”) which resulted in $2,485,000 in gross proceeds, well below the $15 million we sought to raise in those transactions. These proceeds were insufficient to pay our outstanding indebtedness as and when it comes due, meet our operational commitments, or fully implement our business plan. Although we entered into a Factoring and Security Agreement under which the purchaser agreed to purchase selected Mikab accounts receivable (subject to purchaser’s discretion, a required reserve and payment of certain fees) and under which the purchaser’s rights are secured by Mikab’s assets, we plan to launch a new private placement and seek to raise up to $7 million on reasonablesimilar terms through the issuance of Notes and Warrants (the “2022 Notes and Warrants”) in order to pay our liabilities and/or finance our operations. We obtained the consent of more than 51% of the holders of the 2021 Notes and Warrants to issue additional indebtedness, although there is a risk minority investors may challenge this action taken without their consent. Further, our outstanding securities contain provisions, such as those summarized in the following paragraph, which could limit our ability to raise capital in the future. See “Liquidity and Capital Resources” and “Item 13 - Certain Relationships and Related Transactions, and Director Independence” for more information on our outstanding securities.

Because of the recent convertible debt financing as well as prior bridge loans, we have a total of $3,856,727 in outstanding indebtedness, which consists of (i) $256,000 owed to DR Shell LLC, the Company’s former principal stockholder (the “Former Principal Stockholder”), which was a party to the Share Exchange Agreement wherein the Company agreed to pay the Former Principal Stockholder $300,000 upon the earlier of closing of financings of at least $7,000,000 or December 31, 2021, of which $44,000 has been paid as of the date of this Report and the remainder is past due, (ii) $464,078 payable by the Company to the Estate of Wesley Weis, a family member of our Chief Operating Officer, from loans made by Mr. Weis to Mikab, which amount accrues interest at the rate of 10% per annum and is payable January 1, 2025, (iii) $651,649 payable to certain investors including insiders from the bridge loans which mature in 2022 (including $351,649 due on July 31, 2022), and (iv) $2,485,000 from the Notes which mature in late 2023. Further, the Notes are secured by the Company’s assets and guaranteed by the Company and its subsidiaries. Therefore, the occurrence of an event of default under these Notes, which would accelerate our payment obligations thereunder, could cause us to lose some or all of our assets and suspend or cease the related operations to the extent we are unable to repay the indebtedness or cure the event of default within the cure periods prescribed, if any. Events of default under the Notes include, among other things, (i) any default in the payment of amounts owing to the holder on the Notes; (ii) a material breach or the failure observe or perform any covenant or agreement under any of the transaction documents related to the Note transaction or any other material agreement, lease, document or instrument to which the Company or its subsidiaries is obligated; (iii) the Company or its subsidiaries experiences a material adverse effect as defined in the transaction documents; (iv) the Company issuing variable rate securities; and (v) the Registration Statement containing this Report failing to become effective by the 90th day following its initial filing date or by May 13^th. Further, these Notes prohibit us from incurring further indebtedness, subjecting our assets to liens or encumbrances, or engaging in transactions with our affiliates, subject to limited exceptions. These restrictive covenants may have the effect of limiting or preventing our ability to raise the capital needed to repay the Notes, bridge loans or other outstanding indebtedness or fund our operations. Additionally, if we are unable to timely repay the bridge loans, which come due earlier than the Notes, this would trigger an event of default under the Notes which could result in a negative cascade effect that would materially harm our ability to continue our operations absent additional capital or obtaining a waiver or extension from the noteholders, which may require additional consideration, further diminishing our financial position. If we are unable to raise sufficient additional capital to pay these obligations as and when they come due, our business and your investment in us could be materially harmed.

The future issuance of equity or of debt securities that are convertible into, or exercisable for, equity may dilute your investment and reduce your equity interest; the large supply of common stock offered by this Report and the public sale of such shares may significantly reduce the public prices in the future.

Given our need for additional capital, we will need to raise additional capital in the future, the terms and availability of which will depend on market conditions, strategic considerations and operational requirements. Our planned private placement of Notes and Warrant on identical terms to our prior offering will create additional dilutions. To the extent that even more additional capital is raised through the issuance of shares or other securities convertible into, or exercisable for, shares of common stock, our stockholders will be diluted. Future issuances of our common stock or other equity securities, or the perception that such sales may occur, could adversely affect the prevailing market price of our common stock and impair our ability to raise capital through future offerings of equity or equity-linked securities. For example, we are required to register the shares of common stock issuable upon conversion and exercise of the 2021 Notes and Warrants. Once the Registration Statement we filed is effective, it will permit the resale of these shares at any time following the effective date of such Registration Statement as long as it remains effective. The resale of a substantial number of shares of our common stock in the public market could adversely affect the market price for our common stock and make it more difficult for investors to sell shares of our common stock at times and prices that they feel are appropriate. Furthermore, we expect that, because there will be a large number of shares registered pursuant to the Registration Statement, selling stockholders will continue to offer shares covered by such Registration Statement for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant to this or subsequent registration statements may continue for an extended period of time and continued negative pressure on the market price of our common stock could have a material adverse effect on our ability to raise additional equity capital. To the extent that we raise funds and issue the 2022 Notes and Warrants, the dilution will increase.

We need significant additional capital, which may not be available to us on acceptable terms, or at all.

We require additional capital to achieve our operational and acquisition goals during the next 12 months and for general corporate purposes. In late 2021 we raised just $2,485,000 of the $15 million we sought to raise by the end of 2021 through the sale of 2021 Notes and Warrants. Our planned offering of 2022 Notes and Warrants will occur in the near future. No assurances can be given that we will be successful in raising substantial capital as intended or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders.

The issuance of additional shares by us, or the possibility of such issuance, may cause the market price of our common stock to decline. In addition, any debt financing secured by us in the future (beyond the 2022 Notes) could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. If we failare unable to complete araise additional capital sufficient to meet our current growth goals, we may have to abandon our plans in certain regions or with respect to certain target companies, partnerships or contracts. There can be no assurance that such funding will be available to the Company in the amount required at any time or, if available, that it can be obtained on terms satisfactory to the Company.

Our inability to successfully execute our acquisition strategy may have an adverse impact on our growth and on your investment in us.

Our business combinationstrategy contemplates expanding our presence in the industries we serve, including through strategic acquisitions of companies that complement or enhance our business. We will be highly reliant on funds received from recent financings as planned, we will never generate any operating revenues.

We may face difficulties or delayswell as future securities offerings to achieve these acquisitions and resultant growth in our search for a business, combination, andalthough we may use our common stock or preferred stock in connection with any acquisitions. Our recent private placements in 2021 did not have access toresult in sufficient capital to consummate a business combination.achieve these goals, so we need to raise additional capital in the future to be able to achieve our growth objectives.

Even if we raise sufficient capital to be positioned to make acquisitions, we may be unable to find suitable acquisition candidates or to complete acquisitions on favorable terms, if at all. The number of acquisition targets that meet our criteria may be limited. We may also face difficulty identifying a viable business opportunity or negotiating or paying for any resulting business combination. Economic factors that are beyond our control, including the COVID-19 pandemic and consequent economic downturn, as well as increased competition for acquisitions of operating entitiesacquisition opportunities, and other potential acquirers may offer more favorable terms or have greater financial resources available for potential acquisitions. Further, amendments to SEC Rule 15c2-11 became effective on September 28, 2021. OTC Markets has passed a rule that we expectpermits shell companies to encountertrade for only 18 months; as a result, thereof,we believe this will increase competition for target businesses, may hindermake it harder to complete acquisitions and may increase the costs. This competition may further limit our effortsacquisition opportunities or raise the prices of acquisitions and make them less accretive, or possibly not accretive, to locate and/or obtain a business that is suitable forus. Failure to consummate future acquisitions could negatively affect our business goals at a price wegrowth strategies.

The success of our acquisition strategy also depends on our ability to successfully integrate the operations of the acquired businesses with our existing operations and realize the anticipated benefits from the acquired businesses, such as the expansion of our existing operations, elimination of redundant costs and capitalizing on cross-marketing opportunities. Our ability to integrate and realize benefits can afford and on terms that will enable us to sufficiently grow our business to generate value to our shareholders. We have limited capital, and we may not be able to take advantage of any available business opportunities on favorable terms or at all due to the limited availability of capital. negatively impacted by, among other things:

There can be no assurance that we will be able to complete any acquisitions or, if we do, successfully complete the integration process for target companies without substantial costs, delays, disruptions or other operational or financial problems. We may not have access in the future to sufficient capital on favorable terms or at all. We require additional capital in order to pursue acquisitions, fund capital expenditures, and to meet our working capital needs, or to respond to changing business conditions. In addition, if we seek to incur indebtedness in the future, we may be required to agree to covenants that limit our operational and financial flexibility. Moreover, we cannot incur indebtedness to support our working capital unless we repay $2,485,000 of Notes. Further, we cannot prepay the Notes until December 31, 2022. If we pursue future debt or equity financings, we cannot be certain that such funding will be available on terms acceptable to us, or at all. Our inability to access additional capital could adversely affect our liquidity and may limit our growth and ability to execute our business strategy. Failure to successfully locate or acquire suitable businesses or integrate acquired businesses could adversely impact our business and prospects, and your investment in us could be harmed.

Our failure to perform sufficient due diligence prior to completing acquisitions could result in significant liabilities.

The growth of our business through acquisitions may expose us to risks, including the failure to identify significant issues and risks of an acquired business. A failure to identify or appropriately quantify a liability in our due diligence process could result in the assumption of unanticipated liabilities arising from the prior operations of an acquired business, some of which may not be adequately reserved and may not be covered by indemnification obligations. Since we anticipate that acquisition targets may be small privately-held companies that lack sophisticated records and financial statements, we may incur added risks. The assumption of unknown liabilities due to a failure of our due diligence could adversely affect our results of operations and financial position.

If we are not able to achieve our business objectives, the value of an investment in the Company could be negatively affected.

In order to be successful, we believe that we must, among other things:

We may not be able to meet these objectives, which could have a material adverse effect on our results of operations. We have incurred significant operating expenses in the past and expect to continue to incur significant operating expenses in the future and, as a result, will need to increase revenues in order to improve our results of operations. Our ability to increase revenue will depend primarily on success in expanding our current market presence, acquiring other businesses that complement our current and planned operations, entering into strategic relationships with industry leaders, and adapting to and capitalizing on developments and trends in the technologies and infrastructure that form the foundation of our business. Our ability to successfully continue and grow our operations and implement our business strategy in turn depends on various factors, many of which are beyond our control, including, but not limited to, the continued demand for our services, the ability to price our services and offerings at competitive levels, the ability to establish and maintain relationships with customers, partners, employees and independent contractors in each region of North America in which we operate, the ability of our Company and the customers and industries we serve to keep up with and adapt to a rapidly changing technologic landscape in both the telecommunications and clean energy sectors.

We derive a significant portion of our revenues from master service agreements that may be cancelled by customers on short notice, or which we may be unable to renew on favorable terms or at all.

A substantial portion of our revenue is derived from master service agreements and long-term contracts, many of which do not require our customers to purchase a minimum amount of services. The majority of these contracts may be cancelled by our customers on short notice, regardless of whether or not we are in default under such agreements. In addition, many of these contracts permit cancellation of particular purchase orders or statements of work without any notice.

These agreements typically do not require our customers to assign a specific amount of work to us until a purchase order or statement of work is signed. Consequently, projected expenditures by customers are not assured until a definitive purchase order or statement of work is placed with us and the work is completed. Furthermore, a majority of our customers require competitive bidding of these contracts. As a result, we could be underbid by our competitors or be required to lower the prices charged under a contract being rebid. The loss of work obtained through master service agreements and long-term contracts or the reduced profitability of such work could adversely affect our business or results of operations.

Because we depend on independent contractors and suppliers, we may face an increase in our costs or liabilities, which may impair our ability to complete contracts on a timely basis, or at all.

We rely on third-party independent contractors to perform some of the work on our contracts. We also rely on third-party suppliers to provide equipment and materials needed to perform our obligations under those contracts. As we continue and grow our operations, we expect our need for these independent contractors (in addition to our human capital generally) to significantly increase. To the extent that we cannot engage independent contractors or suppliers, our ability to enter into or complete new contracts may be impaired. In addition, if a contractor or third-party supplier is unable to deliver its goods or services according to the negotiated terms for any reason, we may suffer delays and/or be required to purchase the services from another source at a higher price. We sometimes pay our independent contractors and suppliers before our customers pay us for the related services. If customers fail to pay us and we choose, or are required, to pay our independent contractors for work performed or pay our suppliers for goods received, it could have a material adverse effect on our financial condition and results of operations. In addition, as we cannot control the actions of the third-parties with which we work on projects, if these third parties suffer business downturns, fail to meet their objectives or fail to adhere to customer specifications or comply with applicable laws or regulations, we may experience a resulting diminished revenue and decline in results of operations, or become exposed to liabilities.

Our business is subject to operational hazards and regulations that can result in significant liabilities and that may be exacerbated by certain geographies and locations where we perform services, and we may not be insured against all potential liabilities.

Due to the nature of services we provide and the conditions in which we and our customers operate, our business is subject to operational hazards and accidents that can result in significant liabilities. These operational hazards include, among other things, electricity, fires, explosions, leaks, collisions, mechanical failures, and damage from severe weather conditions and natural disasters. Furthermore, certain of our customers operate telecommunications infrastructure assets in locations and environments that increase the likelihood and/or severity of these operational hazards, including as a result of changes in climate and other factors in recent years. For example, some of the work we perform is underground, and some work is done on high elevation locations such as cell towers, rooftops and monopoles. With respect to services performed underground, if objects are present in the soil that are not detected or indicated to us by customers or others we work with on the project, our underground work could strike objects in the soil containing hazardous substances or pollutants that could result in a rupture and discharge of those materials and resultant harm and/or legal or regulatory violations. In such a case, we may be liable for fines and damages. Similarly, if a worker is performing work on a structurally compromised cell tower and the tower collapses, we could be subject to workers compensation, personal injury, property damage or wrongful death claims as a result of the event. We also often perform services in locations that are densely populated and that have higher value property and assets, such as the Northeastern United States and metropolitan areas, which can increase the impact of any of these hazards or other accidents.

Events arising from operational hazards and accidents may result in significant claims and liabilities. These claims and liabilities can arise through indemnification obligations to customers, claims sounding in tort or contract, and civil or criminal enforcement actions based upon statutory or regulatory violations, and such claims and liabilities can arise even if our operations are not the direct cause of the harm. Our exposure to liability can also extend for years after we complete our services, and potential claims and liabilities arising from significant accidents and events can take years and significant legal costs to resolve.

Potential liabilities include, among other things, claims associated with personal injury, including severe injury or loss of life, and destruction of or significant damage to property and equipment as well as harm to the environment, and other claims discussed above and can lead to suspension of operations, adverse effects to our safety record and reputation and/or material liabilities and legal costs. In addition, if any of these events or related losses are alleged or found to be the result of our or our customer’s activities or services, we could be subject to government enforcement actions, regulatory penalties, civil litigation and similar actions, including investigations, citations, fines and suspension of operations. Insurance coverage may not be available to us or may be insufficient to cover the cost of any of these liabilities and legal costs, and our insurance costs may increase if we incur liabilities associated with operational hazards. If we are not fully insured or indemnified against such liabilities and legal costs or an insurance provider or counterparty fails, refuses or is unable to meet its indemnification obligations to us, it could materially and adversely affect our business, financial condition, results of operations and cash flows. Further, to the extent our reputation or safety record is adversely affected, demand for our services could decline or we may be disqualified from performing certain work or operating in certain jurisdictions.

Our insurance coverage may be inadequate to cover all significant risk exposures.

We may be exposed to liabilities that are unique to the services we provide, including due to hazards and risks described elsewhere in these Risk Factors. While we intend to maintain insurance for certain risks, the amount of our insurance coverage may not be adequate to cover all claims or liabilities, and we may be forced to bear substantial costs resulting from risks and uncertainties of our business. It is also not possible to obtain insurance to protect against all operational risks and liabilities. Moreover, due to interpretations of our insurance policies, we may be forced to sue an insurance carrier, and the results may result in a material uninsured loss. The failure to obtain or maintain adequate insurance coverage on terms favorable to us, or at all, could have a material adverse effect on our business, financial condition, results of operations and prospects.

Defects in work product resulting from or involving our services may give rise to claims against us, increase our expenses, or harm our reputation.

Our services in both the telecommunications and clean energy industries involve or will involve complex challenges and require high levels of planning and technical skill. While we make efforts and implement policies, including robust employee training programs, in the hopes of mitigating risks of deficient work, our final work product may nonetheless contain defects. We do not have reserves for potential claims involving the results of our services, which could take the form of product liability, breach of express or implied warranty or breach of contract. The costs associated with such claims, including any legal proceedings, could adversely affect our financial condition and results of operations.

We typically provide contractual warranties for our services and materials, guaranteeing the work performed against, among other things, defects in workmanship, and we may agree to indemnify our customers for losses related to our services. These warranty periods are typically for one year but could be longer in the future and/or for certain projects or types of projects. Warranties can require us to re-perform the services and/or repair or replace the warranted item and any other facilities impacted thereby, at our sole expense, and we could also be responsible for other damages if we are not able to adequately satisfy our warranty obligations. In addition, we can be required under contractual arrangements with our customers to warranty any defects or failures in materials we provide. While we generally require materials suppliers to provide us warranties that are consistent with those we provide customers, if any of these suppliers default on their warranty obligations to us, we may incur costs to repair or replace the defective materials.

Furthermore, our business involves professional judgments regarding the planning, construction, operations and management of the infrastructure we build. Because our projects are often technically complex, any failure by us or our third party collaborators to make judgments and recommendations in accordance with applicable professional standards could result in damages. A significantly adverse or catastrophic event at a project site or completed project resulting from the services we performed could result in significant professional or product liability, personal injury (including claims for loss of life), property damage claims or other claims against us, as well as reputational harm. For example, a cellular carrier could allege that we caused lost profits or business or reputational damage based on periods of time in which the carrier could not provide services to their customers due to cell sites being offline. These liabilities could exceed our insurance limits or impact our ability to obtain third-party insurance in the future, and customers, independent contractors or suppliers who have agreed to indemnify us against any such liabilities or losses might refuse or be unable to pay us. As a result, warranty, professional malpractice and other related claims could have a material adverse impact on our business, financial condition, results of operations and cash flows.

If we cannot manage our growth effectively, our results of operations would be materially and adversely affected.

We have recently experienced significant growth following the completion of the Acquisition and expect to experience further growth as we raise additional capital. Businesses which grow rapidly often have difficulty managing their growth while maintaining their compliance and quality standards. If we continue to grow as rapidly as we anticipate, we will need to expand our management and employee base by recruiting and employing additional executive and other personnel capable of providing the necessary support. Further, there can be no assurance that our management, along with our other personnel, will be able to effectively manage or support our growth nor can there be any assurance that growth in our contracts or revenue will translate to an increase in revenue. Our failure to meet the challenges associated with rapid growth could materially and adversely affect our business and operating results.

If we are unable to attract and retain key personnel, our operations and prospects would be adversely affected.

If we lose the services of P. Kelley Dunne, our Chief Executive Officer, or Brian Weis, our Chief Operating Officer, each of whom has valuable experience in our industry or in general and on whose leadership we rely to meet our objectives, our ability to execute our business plan could be materially impaired. Because Mr. Dunne joined us at the time of the Acquisition, there is a risk that he may encounter friction with Brian Weis who previously was Mikab’s Chief Executive Office and is now our Chief Operating Officer.

Further, our success depends on our ability to attract and retain highly qualified employees in such areas as construction, technology, finance, sales, marketing and human resources. We compete to hire new employees, and, in some cases, must train them and develop their skills and competencies. We may not be able to provide our employees with competitive salaries, and our operating results could be adversely affected by increased costs due to increased competition for employees, higher employee turnover or increased employee benefit costs. While we believe our new Veteran Workforce Program helps our staffing needs for the services we provide to customers, in order to meet our growth goals management anticipates having to double or even triple our operational workforce in the next 12 months, and the program will not sufficiently meet those needs, rendering outside hires and/or procurement of independent contractors necessary. If we lose the services of our executive management team or are unable to retain or increase our workforce as and when needed, it could materially and adversely harm our business.

If we are required to reclassify independent contractors as employees, we may incur additional costs and taxes which could adversely affect our business, financial condition, and results of operations.

We use a significant number of independent contractors in our operations for whom we do not pay or withhold any federal, state or provincial employment tax. There are a number of different tests used in determining whether an individual is an employee or an independent contractor across jurisdictions and such tests generally take into account multiple varying factors that may not apply consistently to our operations across jurisdictions. Further, there can be no assurance that legislative, judicial or regulatory (including tax) authorities will not introduce proposals or assert interpretations of existing rules and regulations that would change, or at least challenge, the classification of our independent contractors. For example, California recently enacted changes to treat “gig” economy workers as employees in many instances, demonstrating a trend towards narrowing the definition of independent contractor in that state. The Federal government and other states including New Jersey and New York may take similar adverse action with respect to employee classifications, or the United States Internal Revenue Service or other governmental authorities may determine that we have misclassified our independent contractors for employment tax or other purposes and, as a result, seek additional taxes from us or attempt to impose fines, penalties or other liabilities on us. For example, the U.S. Department of Labor proposed a new rule in 2021 to further define and provide supplemental guidance on the determination of an independent contractor versus an employee. While the proposed rule was ultimately withdrawn before becoming effective, this action demonstrates the possibility for regulatory change in this area, and the risk of harm to our business which may result. If we are required to pay employer taxes or other liabilities for prior or future periods for our independent contractors, our operating costs will increase, which could materially adversely impact our business, financial condition, results of operations and prospects. States needing revenue may adopt laws in this area regardless of what the federal government may do.

Our current and prospective customers in the telecommunications and clean energy industries are subject to the possibility of consolidation and rapid technological and regulatory change, and any inability or failure to adjust to such customers’ changing needs could reduce demand for our services.

We derive, and anticipate that we will continue to derive, the majority of our revenue from customers in the telecommunications industry. Further, under our current business plan and pending ongoing negotiations with potential customers and partners, we expect to increasingly derive a portion of our revenue from the clean energy sector, with an initial focus on the installation, maintenance and related services for EV charging stations. However, as of the date of this Report we have not commenced material operations or generated any revenue in the clean energy sector. Each of the telecommunications and clean energy industries is subject to rapid changes in technology and governmental regulation. Changes in technology may reduce the demand for the services we provide. For example, new or developing technologies could displace the wireline systems used for the transmission of voice, video and other forms of digital data, and improvements in existing technology may allow telecommunications providers to significantly improve their networks without physically upgrading them. Alternatively, our customers could perform more tasks internally, which would cause our business to suffer. New technologies also pose the risk of unexpected adverse developments which could harm us or the industry we serve. For example, in late 2021 and early 2022 the launch of 5G networks was delayed, as regulatory and private sector stakeholders such as airline companies have expressed concerns about the negative effects and dangers posed to others by the deployment of 5G technology. Similar or worse developments with respect to technologies which our work helps to install would harm our results of operations and prospects, including both the projects to which such developments directly relate as well as our overall staffing and other resource capabilities, which are highly dependent on efficient and effective scheduling and allocation of limited personnel and resources across projects.

Additionally, the telecommunications industry has been characterized by a high level of consolidation that may result in the loss of one or more of our customers, and the high saturation rate of the telecommunications industry may result in a reduced demand for our customers’ offerings, and in turn their need for our services could decline. Similarly, with only a handful of automobile manufacturers currently producing EVs, our prospects in that space remain subject to uncertainty, particularly if consolidations or collaborations take place that limit our ability to enter into contracts to provide our services on favorable terms. Our failure to rapidly adopt and master new technologies as they develop in the industries we serve, or adapt to the consolidation of one or more of our significant customers or other developments could adversely affect our results and plan of operations, which could materially harm your investment.

We derive a significant portion of our revenue from a few customers, and the loss of one of these customers, or a reduction in their demand for our services, could adversely affect our business, financial condition, results of operations and prospects.

Our customer base is highly concentrated, with an estimated 68% of our revenue derived from two customers in 2021, and 84% of our revenue derived from three customers in 2020. Additionally, the vast majority of our telecommunications operation are located in the limited geographic area of New Jersey and Eastern Pennsylvania. While we hope to develop a more diversified customer base and expand the scope of our operations in future periods, including potentially as a product of expanding our operations into the clean energy sector and into other geographic areas, there can be no assurance we can or will be successful in doing so. For example, in the telecommunications industry only three major wireless communications service providers make up a majority of the North American market, which number has been reduced over the years due to consolidations. Revenues under our contracts with significant customers may continue to vary from period-to-period depending on the timing or volume of work that those customers order or perform with in-house service organizations. A limited number of customers are expected to continue to comprise a substantial portion of our revenue for the foreseeable future.

Because of the concentration of our revenue among a small number of customers, the loss of one or more of our major customers could have a material adverse effect on our results of operations. Further, because we do not maintain any reserves for payment defaults, a default or delay in payment on a significant scale could adversely affect our business, financial condition, results of operations and prospects. We could lose business from a significant customer for a variety of reasons, including:

Since many of our customer contracts allow our customers to terminate the contract without cause and on relatively short notice, any such termination could impair our business, financial condition, results of operations and prospects.

The specialty contracting services industry in which we operate is highly competitive.

We compete with other specialty contractors, including numerous local and regional providers, as well as several large national and international companies that may have financial, technical, and marketing resources exceeding ours. Many of our competitors have larger market share, better name recognition, more diverse products and services offerings, more experience and more capital and human resources than we do. For example, our competitors in the telecommunications infrastructure sector include public companies like Mastec, Inc., Dycom Industries, Inc., High Wire Networks, Inc., and Quanta Services, Inc. They have significantly more resources than we do. Additionally, many of our customers have and/or may establish or grow in-house operations that overlap or reduce their need for our services, or use us to subcontract projects for our prospective customers, rendering them both competitors and customers and our relationship subject to relative uncertainty as to sustainability and duration. For example, EV manufacturers may offer their customers at-home installations of charging stations, or generally perform installations without the use of outside service providers, which would diminish our potential market share and prospects.

Price is often the principal factor in determining which service provider is selected by our customers. If competitors underbid us to procure business, we could be required to lower the prices we charge in order to retain contracts. Additionally, there are relatively few barriers to entry, with the main requirement being technical skill and expertise and an adequate labor force (which can be outsourced to some extent), and many of our customers have the capability of insourcing large amounts of the work we perform. As a result, any organization with adequate financial resources and access to technical expertise may become a competitor. Smaller competitors are sometimes able to win bids for these projects based on price alone because of their lower costs and financial return requirements. Additionally, our competitors may develop the expertise, experience and resources to provide services that are equal or superior in price to our services, and we may not be able to maintain or enhance our competitive position. For example, we do not have any intellectual property rights or other exclusivity protections for our Veteran Workforce Program, so our competitors could employ our approach or one similar to limit or eliminate any competitive advantage we have with respect to skilled labor derived from our program. As a result of the competitive forces we face, we may need to accept lower contract margins in order to compete against competitors that have the ability to accept awards at lower prices or have a pre-existing relationship with a customer. If we are unable to compete successfully in our markets, our business, financial condition and results of operations could be adversely affected.

Our engagements can require long implementations and engagement of outside personnel.

Our implementations can involve long periods for the delivery of telecommunications and clean energy infrastructure services. A successful implementation or other professional services project requires a close working relationship between us, the customer and often third-party consultants and systems integrators who assist in the process. These factors may increase the costs associated with completion of any given project, increase the timeline risks of collection of amounts due during implementations or other professional services projects, increase risks of delay of such projects and enhance the likelihood that customers will be unable or unwilling to pay on anticipated schedules or at all. Delays in the completion of a project may require that the revenues associated with such implementation or project be recognized over a longer period than originally anticipated, or may result in disputes with customers, other third-party project stakeholders regarding performance and payment as originally anticipated. Such delays in the implementation may cause material fluctuations in our operating results, including due to revenue delays or loss of the delayed project and/or adverse effects on other projects that may result due to limited resources or other factors. In addition, customers may defer or abandon projects or portions of such projects and such deferrals or abandonments or significant delays in project progress and completion for any of the foregoing reasons could have a material adverse effect on our business and results of operations.

Amounts included in our backlog may not result in actual revenue or translate into profits and may be subject to cancellation and unexpected adjustments which makes our backlog an uncertain indicator of future operating results.

As of April 6, 2022, we have a total of approximately $5 million in backlog. Our backlog consists of the estimated amount of revenue we expect to realize from future work on uncompleted contracts, including new contracts under which work has not begun, as well as revenue from change orders and renewal options and our proportionate share of estimated revenue from proportionately consolidated non-controlled contractual joint ventures. A significant portion of our current 12-month backlog is attributable to master service agreements and other service agreements, which generally do not require our customers to purchase a minimum amount of services and are cancellable on short or no advance notice. The balance of our backlog is our estimate of work to be completed under contracts for specific projects. Backlog amounts are determined based on estimates that incorporate historical trends, anticipated seasonal impacts, experience from similar projects and estimates of customer demand based on communications with our customers. These estimates may prove inaccurate, which could cause estimated revenue to be realized in periods later than originally expected, or not at all. Additionally, our ability to estimate backlogs and revenue realization may become more difficult as we grow our operations and acquire businesses. We have experienced and may experience postponements, cancellations and reductions in expected future work due to changes in our customers’ spending plans, market volatility, project delays and/or other factors. There can be no assurance as to our customers’ requirements or that actual results will be consistent with the estimates included in our forecasts. As a result, our backlog as of any particular date is an uncertain indicator of future revenue and earnings. In addition, contracts included in our backlog may not be profitable. If our backlog fails to materialize, our results of operations, cash flows and liquidity would be materially and adversely affected.

Our contracts or other engagements may require us to perform extra or change order work, which can result in disputes and adversely affect our financial condition, results of operations and prospects.

Our contracts and other engagements frequently require us to perform extra or change order work as directed by the customer, even if the customer has not agreed in advance on the scope or price of the extra work to be performed. This process may result in disputes over whether the work performed is beyond the scope of the work included in the original project plans and specifications or, if the customer agrees that the work performed qualifies as extra work, the price that the customer is willing to pay for the extra work. Even when the customer agrees to pay for the extra work, we may be required to fund the cost of such work for a lengthy period of time until the change order is approved by the customer and we are paid by the customer.

To the extent that actual recoveries with respect to change orders or amounts subject to contract disputes or claims are less than the estimates used in our financial statements or projections, the amount of any shortfall will reduce our future revenues and profits, which could adversely affect our reported working capital and results of operations. In addition, any delay caused by the extra work may adversely impact the timely scheduling of other project work and our ability to meet specified contract milestone dates.

Our profitability is dependent on delivering services within the estimated costs established when we price our contracts.

A significant portion of our services are provided under contracts that have discrete pricing for individual tasks. Due to the fixed price nature of such tasks, our profitability could decline if our actual cost to complete each task exceeds our original estimates, as pricing under these contracts is determined based on estimated costs established when we enter into the contracts. A variety of factors could negatively impact the actual cost we incur in performing our work, such as changes made by our customers to the scope and extent of the services that we are to provide under a contract, delays resulting from natural events such as inclement weather or the COVID-19 pandemic, conditions at work sites differing materially from those anticipated at the time we bid on the contract, higher than expected costs of or delays in obtaining materials and labor including due to supply or labor shortages, delays in obtaining necessary permits, under-absorbed costs, and lower than anticipated productivity. An increase in costs due to any of these factors, or for other reasons, could adversely affect our results of operations.

Limitations on the availability of suppliers, independent contractors and equipment manufacturers that we depend on could adversely affect our business.

We rely on suppliers to obtain the necessary materials and independent contractors to perform portions of our services. We also rely on equipment manufacturers to provide us with the equipment required to conduct our operations, including a significant number of specialty vehicles. Limitations on the availability of suppliers, independent contractors or equipment manufacturers, or of the raw materials and other resources needed to product the equipment and materials we utilize, could negatively impact our operations, particularly in the event we rely on a single or small number of providers in a certain region or service type or in general. For example, the global computer chip shortage has adversely affected our operations, those of certain of our customers and the telecommunications industry generally, including by postponing and increasing the costs of projects. As a result, we have seen reductions in our revenue beginning in the fourth quarter of 2020 compared to prior periods as we and our collaborators and customers struggle to obtain the necessary fundsresources to successfully developcomplete projects on time. Similarly, the automotive supply chain disruptions have rendered performing our services within agreed upon timeframes more difficult and implementcostly. The risk of a lack of available suppliers, manufacturers, labor or resources can be heightened as a result of market, regulatory or economic conditions, including the current labor shortage affecting many businesses. Our Veteran Workforce program is designed to give us a competitive edge with respect to skilled labor supply although no assurances can be given. For example, customers may expect or demand for us to engage a specified percentage of suppliers or contractors that meet unique requirements such as diversity-ownership, which can further limit our planpool of operationavailable business partners and limit our ability to secure contracts, maintain our services or acquiregrow in those areas.

Because of the current inflation affecting the economy, we may be harmed in the future.

We believe inflation currently poses a risk to us in a number of ways. We rely heavily upon fixed price contracts with our customers which mean we cannot increase our prices on these contracts. We cannot be certain if we can increase prices since the bulk of our revenue comes from two customers. Moreover, our cost of labor are subject to general inflationary increases as well as a very tight labor market where there is competition for new workers. The more active our business is, the more inflation may affect us. As of the date of this Report, we can not predict how extensive the inflation will be, its duration or the ultimate impact on us.

An increase in the price or restrictions on use of fuel, materials or equipment necessary for our business could adversely affect our business.

Under certain contracts, including where we have assumed responsibility for procuring materials for a project, we are exposed to price increases for materials such as copper and steel, which are used as components of supplies or materials utilized in all of our operations. We are also affected by fuel costs, as projects generally entail daily use of vehicles to transport crews and materials. In addition, our customers’ capital budgets can be negatively impacted by an increase in prices of certain materials, potentially hindering their ability to pay us for work performed. Commodity prices have increased as have the prices of products that use computer chips. Consumer prices rose 7% in the 12 months ended December 2021 as the United States appears to be facing an inflationary period. Prices could be materially impacted by general market conditions and other factors, including global trade relationships. For example, recent changes to United States policies related to global trade and tariffs, as well as retaliatory trade measures implemented by other countries, have resulted in uncertainty concerning availability and pricing of certain commodities and goods important to our and our customers’ businesses, including steel and aluminum. Inflation could impact other aspects of our operations as well, by increasing other expenses such as the costs of providing healthcare and housing for our workforce. Furthermore, we may enter into fixed price contracts which do not allow us to adjust our prices and, as a result, increases in material or fuel costs could reduce our profitability with respect to any such projects. Unfavorable fluctuations in the cost of materials we use could have a material adverse effect on our results of operations.

Our business and operations, and the operations of our customers, may be adversely affected by disease outbreaks, epidemics or pandemics such as the COVID-19 pandemic.

We may face risks related to health epidemics and pandemics or other outbreaks of communicable diseases. The global spread of COVID-19 has created significant volatility, uncertainty and economic disruption, including significant volatility in the United States economy and financial markets. For example, our revenue in 2020 and continuing to date has been adversely affected by computer chip shortages, as well as shortages in other materials, caused by the COVID-19 pandemic. However, the effect after 2020 has been less material. This has resulted in delays in completing some of our work on time and receiving revenue therefrom due to the shortages. Further, COVID-19 may adversely affect our business in the future, since it could adversely affect our workforce and reduce customers demand or at least defer orders. For example, the recent surge of infections caused by the “Omicron” variant delayed certain projects for a number of weeks, lowering production levels and resulting revenue due to the staffing shortages. Whether and the extent to which the COVID-19 pandemic could affect our business, operations, financial results will depend on numerous evolving factors that we may not be able to accurately predict, including the emergence of new strains of COVID-19, the development and availability of effective treatments and vaccines and the speed with which they are administered to the public as well as public and workforce resistance. Additionally, if we or our independent contractors fail to comply with government COVID-19 mandates in the jurisdictions in which we operate, we could be subject to fines or penalties and/or adverse publicity.

In the ordinary course of our business, we deemare subject to lawsuits, claims and other legal proceedings, as well as bonding claims and related reimbursement requirements.

We may in the future be named as a defendant in lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. These actions may seek, among other things, compensation for alleged personal injury (including claims for loss of life), workers’ compensation, employment discrimination, sexual harassment, workplace misconduct, wage and hour claims and other employment-related damages, compensation for breach of contract, negligence or gross negligence or property damage, environmental liabilities, multiemployer pension plan withdrawal liabilities, punitive damages, consequential damages, and civil penalties or other losses or injunctive or declaratory relief. In addition, we generally indemnify our customers for claims related to the services we provide and actions we take under our contracts, and, in some instances, we are allocated risk through our contract terms for actions by our customers, independent contractors or other third parties. Because our services in certain instances can be integral to the operation and performance of our customers’ infrastructure, we may become subject to lawsuits or claims for any failure of the systems that we work on or damages caused by accidents and events related to such systems, even if our services are not the cause of such failures and damages. We could also be subject to civil and criminal liabilities, which could be material. Insurance coverage or reserves, if any, may not be available or may be insufficient for these lawsuits, claims or legal proceedings. The outcome of any allegations, lawsuits, claims or legal proceedings, as well as any public reaction thereto, is inherently uncertain and could result in significant costs, loss of contracts or business relationships, damage to our brands or reputation and diversion of management’s attention from our operations. Payments of significant amounts, even if reserved, could materially and adversely affect our business, financial condition and results of operations.

In addition, some customers, particularly in connection with public projects, require us to post performance and payment bonds. These bonds provide a guarantee that we will perform under the terms of a contract and pay our subcontractors and vendors. If we fail to perform, the customer may demand that the surety make payments or provide services under the bond, and we must reimburse the surety for any expenses or outlays it incurs. To the extent reimbursements are required, the amounts could be material and could adversely affect our consolidated business, financial condition, results of operations or cash flows.

A failure, outage, or cybersecurity breach of our technology systems or those of third-party providers may adversely affect our operations and financial results.

We are dependent on information technology systems to manage our operations, engage with our customers and other third parties with whom we do work, and to enhance the efficiency and efficacy of the services we offer. Our use of these information technology systems frequently entails recording, transmitting, storing, and protecting sensitive Company, employee, independent contractor and customer information. A cybersecurity attack on these information technology systems may result in financial loss, including potential fines and damages for failure to safeguard data, and may negatively impact our reputation or customer relationships. Additionally, many of our customer contracts can be terminated if we fail to adequately protect their information. The third-party systems of our business partners on which we rely could also fail or be subject to a cybersecurity attack. Any of these occurrences could disrupt our business or the delivery of services to our customers, result in potential liabilities including in connection with consequent litigation or government enforcement proceedings, cause or entitle customers or other third parties to the terminate contracts with us, distract management’s attention from operating our business, cause significant reputational damage, or otherwise have a material adverse effect on our financial results or business. We may also need to expend significant additional resources to protect against cybersecurity threats or to address actual breaches or to redress problems caused by cybersecurity breaches. There can be no assurance that cybersecurity threats would not cause material harm to our business and our reputation which could reduce the value of your investment in us.

An impairment in the carrying value of goodwill would materially and negatively affect our operating results.

We expect to record a significant amount of goodwill on our consolidated balance sheet in connection with future acquisitions. Under the Generally Accepted Accounting Principles in the U.S., goodwill must be evaluated for impairment at least annually or more frequently if events indicate it is warranted. If the carrying value of a reporting unit exceeds its current fair value, the goodwill is considered impaired. Events and conditions that could result in impairment in the value of our goodwill include, but are not limited to, significant negative industry or economic trends, competition and adverse changes in the regulatory environment, significant decline in the Company’s stock price for a sustained period of time, limited funding, as well as or other factors leading to reduction in expected long-term revenues or profitability. We may in the future be required to record impairment charges with respect to goodwill related to acquisitions. If we record impairment charges related to our goodwill, our operating results would likely be materially and adversely affected.

Risks Related to Our Telecommunications Infrastructure Operations

A variety of issues could affect the timing or profitability of our projects, which may result in additional costs to us, reductions or delays in revenues, the payment of liquidated damages or project termination.

Our telecommunications infrastructure services business is dependent upon projects that can be cyclical in nature and are subject to risks of delay or cancellation. Additionally, we or our strategic partners may underestimate the costs of a project when determining pricing or unforeseeable expenses may arise that undercut or eliminate profits from a project. The timing of or failure to obtain contracts, delays in awards of, start dates for or completion of projects, the cancellations of projects and reduced revenue or a loss from a project can result in significant periodic fluctuations in our business, financial condition, results of operations and cash flows. Many of our telecommunications projects involve challenging planning, permitting, procurement and construction phases that occur over extended time periods, sometimes several years, and we have encountered and may in the future encounter project delays, additional costs or project performance issues as a result of, among other things:

Many of these difficulties and delays are beyond our control and can negatively impact our ability to complete the project in accordance with the required delivery schedule or achieve our anticipated margin on the project. Delays and additional costs associated with delays may be substantial and not recoverable from third parties, and in some cases, we may be required to compensate the customer for such delays, including in circumstances where we have guaranteed project completion or performance by a scheduled date and incur liquidated damages if we do not meet such schedule.

Furthermore, we generate a significant portion of our revenues under fixed price contracts which often involve complex pricing, scope of services and other bid preparation components that require challenging estimates and assumptions on the part of our personnel, which increases the risk that costs incurred on such projects can vary, sometimes substantially, from our original estimates and cause us to realize lower than expected returns or experience a loss on the project. To the extent our costs on a project exceed our revenues, we incur a loss. Additionally, performance difficulties can result in project cancellation by a customer and damage to our reputation or relationship with a customer, which can adversely affect our ability to secure new contracts. As a result, additional costs or penalties, a reduction in our productivity or efficiency or a project termination in any given period can have a material adverse effect on our business, financial condition, results of operations and cash flows.

Unanticipated delays due to adverse weather conditions, global climate change and difficult work sites and environments may slow completion of our contracts, impair our customer relationships and adversely affect our business, financial condition, results of operations and prospects.

Because much of our work in the telecommunication sector is performed outdoors and is nationwide, our business is impacted by extended periods of inclement weather and is subject to unpredictable weather conditions, which could become more frequent or severe if general climate changes occur. Inclement weather is generally more likely to occur during winter in Northern states, and the summer in Southern states. Adverse weather conditions can result in project delays or cancellations, potentially causing us to incur additional unanticipated costs, reductions in revenues or the payment of liquidated damages under contracts. In addition, some of our contracts require that we assume the risk that actual site conditions vary from those expected. Significant periods of bad weather can reduce profitability of affected contracts, both in the current period and during the future life of affected contracts, which can negatively affect our results of operations in current and future periods until the affected contracts are completed.

Some of our projects involve complex procurement and construction phases that may occur over extended time periods, sometimes up to several years. We may encounter difficulties in planning or implementation, equipment and material delivery delays, schedule changes, delays from customer failure to timely obtain easements or rights-of-way or other requisite private or public approvals, permits or similar documentation, weather-related delays, delays by independent contractors in completing their portion of the project and other factors, some of which are beyond our control, but which may impact our ability to complete a project within the original delivery schedule. In some cases, delays and additional costs may be substantial, and we may be required to cancel a project and/or compensate the customer for the delay. We may not be able to recover any of these costs. Any such delays, cancellations, defects, errors or other failures to meet customer expectations could result in damage claims substantially in excess of revenue associated with a project. These factors could also negatively impact our reputation or relationships with our customers, which could adversely affect our ability to maintain existing relationships or secure new contracts.

Uncontrollable events such as industry-wide or economic downturns could adversely affect the telecommunications industry and reduce demand for our services.

The demand for our services has been, and will likely continue to be, appropriatecyclical in nature and vulnerable to events that are beyond our control such as general downturns in the United States economy as well regional and global economies. The current impact of inflation on the United States economy and whether it will cause a downturn is uncertain. The wireless and wireline telecommunications industries are cyclical in nature and vulnerable to general downturns in the United States and international economies. Our customers are affected by economic changes that decrease the need for or necessarythe profitability of their services. This can result in a decrease in the demand for our services and potentially result in the delay or cancellation of projects by our customers. Slow-downs in real estate, fluctuations in commodity prices and decreased demand by end-customers for services could affect our customers and their capital expenditure plans. As a result, some of our customers may elect to accomplishdefer or cancel pending projects. A downturn in overall economic conditions also affects the priorities placed on various projects funded by governmental entities and federal, state and local spending levels. This risk is magnified by the limited number of customers on which we rely to generate the vast majority of our revenue.

In general, economic uncertainty makes it difficult to estimate our customers’ requirements for our services. Our plan for growth depends on expanding our company in North America, including through acquisitions of other businesses operating in the same space but in different geographic locations or having different business relationships that provide us with opportunity for market expansion. If economic factors in any of the regions in which we plan to expand are not favorable to the growth and development of the telecommunications industries in those areas, we may not be able to carry out our growth strategy, which could harm your investment in us.

If the telecommunications market does not expand as we expect or experiences adverse conditions, including due to forces beyond our control our business may not grow as fast as we expect, which could adversely impact our business, financial condition and operating results.

Our future success as a provider of fiber and wireless telecommunications infrastructure services depends on the continued growth of demand for fiber and wireless broadband and, in particular, the continued expansion in the United States and in our other markets of customer networks. As part of that growth, we anticipate that demand for voice, video, and other digital data delivered over high-speed connections will continue to increase in terms of both geographic range and connection strength. Funding under governmental programs such as RDOF also serves as a driver of industry growth, particularly in rural areas of the United States. For example, in November 2021 the Infrastructure Investment and Jobs Act, which provides for the deployment of approximately $65 billion in federal funding for broadband expansion and improvement projects, became law. While this new federal spending package is expected to increase the demand for services within our industry, there is still uncertainty as to when, where and how this federal funding will be deployed, and we may not be able to capitalize on this program as expected or at all. The program may be subject to administrative difficulties or delays due to deficiencies and updates required to the Federal Communications Commission’s census maps which are being used to determine the geographic areas towards which funds should be allocated. If the demand for services such as ours does not increase or if its growth slows or ceases, including due to the lack of expected funding for public projects or other opportunities, or unanticipated adverse developments with respect to the allocations thereof, then the need for enhanced high-speed bandwidth using infrastructure we help install, improve and maintain may not persist. Currently, demand for high-speed broadband capabilities and access is increasing but future growth may be limited by several factors, including, among others: (1) relative strength or weakness of the local, United States and global economies, (2) a reduction in demand for our customers’ product or service offerings, (3) an uncertain regulatory environment including with respect to federal funding programs currently underway or being contemplated, (4) uncertainty on the implementation of the federal infrastructure spending currently in place, (5) the contract bidding processes and any difficulty or inability to prepare, submit or obtain acceptance of a bid, (6) uncertainty regarding long-term sustainable business models as multiple industries, such as the cable, wireless and satellite industries, offer competing connectivity and content delivery solutions, and (7) the possibility of technological advancements or developments that could render our services or the industry we serve partially or completely obsolete. The telecommunications market also has experienced periods of overcapacity, some of which have occurred even during periods of relatively high network usage and bandwidth demands. If any of the factors described above were to occur and cause growth in demand for telecommunication infrastructure and thereby for our services to slow, stop or reverse, our business, financial condition and operating results would be negatively affected.

Technological change may adversely affect the telecommunications industry and our customers’ spending on the services we provide.

We currently generate substantially all of our revenue from customers in the telecommunications industry. This industry has been and continues to be impacted by rapid technological change. These changes may affect our customers’ spending on the services we provide, or could render our services or the technology on which the infrastructure we build is based obsolete. Further, technological change in the telecommunications industry not directly related to the services we provide may nonetheless affect the ability of one or more of our customers to compete effectively, which could result in a reduction or elimination of their use of our services. Any reduction, elimination or delay of spending by one of our customers on the services we provide, or a technological change adversely affecting the telecommunications industry as a whole as it pertains to our service offerings or in general, could adversely affect our revenues, results of operations, and liquidity.

Opportunities with government contracts could subject us to increased regulation and costs and may pose additional risks relating to future funding and compliance.

Most government contracts are awarded through a regulated competitive bidding process, which can often be more time consuming than the bidding process for non-governmental projects. Additionally, involvement with government contracts could require a significant amount of costs to be incurred before any revenues are realized. We are also subject to numerous procurement rules and other public sector regulations when we contract with certain governmental agencies, any deemed violation of which could lead to fines or penalties or a loss of business. Government agencies routinely audit and investigate government contractors and may review a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. If a government agency determines that costs were improperly allocated to specific contracts, such costs will not be reimbursed or a refund of previously reimbursed costs may be required. If a government agency alleges or proves improper activity, civil and criminal penalties could be imposed and serious reputational harm could result. Many government contracts must be appropriated each year, and without re-appropriation we would not realize all of the potential revenues from any awarded contracts. Additionally, United States government shutdowns or any related understaffing of the government departments or agencies that interact with our business could result in program cancellations, disruptions and/or stop work orders, could limit the government’s ability to effectively progress programs and make timely payments, and could limit our ability to perform on United States government contracts and successfully compete for new work.

Risks Related to Our Clean Energy Infrastructure Operations

Our prospects in the clean energy sector must be considered in light of the fact that we are a new market entrant with no operating history in the industry from which to evaluate our prospects.

We have not commenced material operations in the clean energy infrastructure, and have not generated material revenue from any clean energy projects. Our initial focus within this business segment will be in constructing and providing related services with respect to EV charging stations, a particularly niche area which is already populated by businesses with more experience and expertise and resources than we have, as well as established relationships and footholds in certain areas. Further, the widespread use of EVs in the United States, and the resultant need for services such as ours to install and service charging stations, is still developing. Further, even if we meet our initial objectives in clean energy, beginning with EV charging stations, if we fail to manage our growth or deploy capital and human resources effectively, we could ultimately fail in this sector. There can be no assurance that our investment of time and capital into our clean energy infrastructure operations will generate material revenue, in which case your investment could be at risk.

Our future growth and success in the building and servicing EV charging stations will be dependent upon consumers’ demand for EVs in an automotive industry that is generally competitive, cyclical and volatile.

If the market for electric vehicles develops more slowly than expected, or if demand for EVs decreases in our markets or our vehicles compete with each other, our business, prospects, financial condition and operating results may be harmed. A further risk is if manufacturers create their own charging networks as Tesla did, they may use their own employees or third parties with which we have no relationships.

While governments such as the U.S. federal government and California are seeking to eliminate gas vehicles and large manufacturers have said they will cease manufacturing all (or most) gas vehicles by 2035, a change of administration or challenges faced at the federal level could slow down the widespread elimination of gas vehicles. For example, while the Biden administration has pushed for legislation aimed at catalyzing widespread adoption of EV vehicle manufacture and usage, a number of potential obstacles stand in the way of these policies, including resistance in Congress and consumer sentiment surrounding EVs and the appropriate role of government in their adoption. As a result, the market for our services, which is dependent upon the market for EVs, could be negatively affected by numerous factors, such as:

The EV infrastructure market is characterized by rapid technological change.

Continuing technological changes in battery and other EV technologies could adversely affect adoption of current EV charging technology on which our initial clean energy operations will be based. As EV technologies change, we may need to upgrade or adapt our operations and introduce new services in order to remain competitive, which could involve substantial costs. Even if we are able to keep pace with changes in technology our expenses could increase, our market share or ability to obtain a material market share may be diminished, and gross margins could be adversely affected. If we are unable to devote adequate resources to meet customer requirements and respond to technological change in the industry on a timely basis or otherwise remain competitive, we could see a decline in revenue or prospects, experience operating losses in the segment or overall, and our business and prospects will be materially and adversely affected.

We may be required to defend or insure against product liability claims in connection with our work with EV charging stations.

The automobile industry generally experiences significant product liability claims, and as such we may face the risk of such claims in the event our work or the charging stations we install do not perform or are claimed to not have performed as expected. The EV charging stations we install may be involved in accidents resulting in death or personal injury, which events may be the subject of significant public attention. As a result of such occurrences, we could face claims arising from or related to misuse or claimed failures of such new technologies and the part we played in their installation and use. For example, EVs use lithium batteries which can occasionally spontaneously combust and cause significant personal injury or property damage, which we could be accused of causing through our installation or maintenance services with respect to the charging stations that charge the batteries. An example of this risk surfaced in July 2021 when General Motors recalled 69,000 of its Chevrolet Bolt EVs in response to multiple defects resulting in battery fires in these vehicles. Even if we believe we had no or a limited part to play in such an accident, we could nonetheless face litigation, regulatory action or indemnification claims, any of which could divert significant financial or human resources from our operations.

Because EV is relatively new technology, market participants often rely on a limited number of suppliers and manufacturers for charging stations, and delays or losses of the requisite machinery could harm our revenue and profitability with respect to projects.

Members of the EV industry, including our prospective customers and partners, frequently rely on a limited number of suppliers to manufacture EV charging stations, including in some cases only a single supplier for some products and components. This reliance on a limited number of manufacturers increases risks of stakeholders such as us, since there are not currently proven reliable alternatives or replacement manufacturers in many cases and geographic areas without incurring undue expense and delay. In the event of interruption or loss of a project, we may suffer a loss, especially if a project is cancelled or volume is reduced. Thus, our business could be adversely affected if one or more of manufacturers or suppliers are impacted by any interruption or loss at a particular location.

Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for our services.

As regulatory initiatives have required an increase in the mileage capabilities of cars, consumption of renewable transportation fuels, such as ethanol and biodiesel, and consumer acceptance of EVs and other alternative vehicles has been increasing. If fuel efficiency of non-electric vehicles continues to rise, whether as the result of regulations or otherwise, and affordability of vehicles using renewable transportation fuels improves, the demand for EVs could diminish. In addition, the EV fueling model is different than gas or other fuel models, requiring behavior change and education of influencers, consumers and others such as regulatory bodies. Developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect demand for EVs and EV charging stations. For example, fuel which is abundant and relatively inexpensive in the United States, such as compressed natural gas, may emerge as preferred alternative to petroleum-based propulsion. Regulatory bodies may also adopt rules that favor certain alternatives to petroleum-based propulsion over others, which may not necessarily be EVs. This may impose additional obstacles to the purchase of EVs or the development of a more ubiquitous EV market. If any of the above cause or contribute to consumers or businesses to no longer purchase EVs or purchase them at a lower rate, it would materially and adversely affect our business, operating results, financial condition and prospects.

Risks Related to Labor and the Veteran Workforce Program

Our ability to support our customers in the telecommunications and EV business is in part dependent upon our ability to successfully recruit, train and deploy military veterans.

We have developed a program of recruiting and training military veterans as part of our workforce. We use that program as a marketing tool to attract business from sympathetic large companies and to meet our anticipated labor needs. That program just began in the fourth quarter of 2021; in 2021, we trained 110 veterans. We outsource the actual training to independent for profit schools located in different part of the United States. Our original goal was to recruit and train 600 veterans in 2022, which we will likely fail to meet in part because the two brick and mortar educational institutions we partner with have not been able to obtain the required approvals needed to commence virtual training programs. Without virtual training, we estimate that we can only train up to 200 veterans in 2022. See “Labor Force and Veteran Workforce Program” on page 5. Our ability to do train veterans is also dependent upon our ability to recruit them and the ability to train them properly in a cost effective manner. We do not know whether the reported low unemployment rates will adversely affect our efforts to recruit veterans. Further once they are trained, we will not work orders under existing and new contracts to be able to deploy them.

Our business is labor-intensive, and we may be forcedunable to terminateattract, train, retain and ensure the productivity of employees or to pass increased labor and training costs to our customers.

We are highly dependent upon our ability to locate, employ, train, retain, and ensure the productivity of skilled personnel to operate our business. Given the highly specialized work we perform, many of our employees receive training in, and possess, specialized technical skills that are necessary to operate our business planand maintain productivity and profitability. While our Veteran Workforce Program assists us with these challenges, we cannot be certain that we will be able to maintain and ensure the productivity of the skilled labor force necessary to operate our business, including through use of employees and/or outsourcing to independent contractors. We anticipate a rapid and dramatic increase in the need for skilled labor during the next 12 months to achieve our growth goals which our Veteran Workforce Program alone will not sufficiently provide for. Our ability to sufficiently staff our operations depends on a number of factors, such as the general rate of employment, competition for employees possessing the skills we need, the general health and welfare of our employees, which has been impacted by the COVID-19 pandemic, and the level of compensation required to hire, train and retain qualified employees. For example, the ongoing effects of the pandemic and other factors has contributed to an increasing number of American workers leaving the labor market in 2021, limiting the pool of prospective candidates to hire, train and staff projects and potentially increasing costs due to higher demand for skilled labor. This trend has adversely affected our industry and operations specifically, as limited skilled labor within the telecommunications industry has forced us to pay higher hourly wages to workers. In addition, the uncertainty of contract awards and project delays can also present difficulties in appropriately sizing our skilled labor force. Furthermore, we may be unable to pass increases in labor and training costs on to our customers or justify costs incurred by revenues received. If we are unable to attract, train or retain qualified employees or outside personnel in a cost effective manner, we could experience a reduction or delay in revenue from projects, we could experience problems staffing projects and resultant harm to our reputation and customer relations, and our results of operations and your investment in the Companyus could become worthless.be materially adversely affected.

We may be unable to secure independent contractors to fulfill our obligations, or our independent contractors may fail to satisfy their obligations to us, either of which may adversely affect our relationships with our customers or cause us to incur additional costs.

There currently is a serious shortage of employees in many industries. This shortage may be attributable to rising labor costs, COVID-19-related concerns and restrictions, government unemployment benefits or a combination of these or other factors. These factors may also affect independent contractors.

We contract with independent contractors to manage fluctuations in work volumes and reduce the amounts that we would otherwise expend on other operational needs. If we are not successfulunable to secure qualified independent contractors with adequate labor resources at a reasonable cost, or at all, we may be delayed or unable to complete our work under a contract on a timely basis, or at all, and the cost of completing the work may increase. For example, subject to available capital we intend to use significant financial and human resources to expand our operations both organically and through the acquisition of businesses and assets, which will require us to rely more heavily on independent contractors as opposed to employees trained internally than we currently do. In addition, we may have disputes with these independent contractors arising from, among other things, the quality and timeliness of the work they have performed. While we engage in acquiring a new businessvetting process in selecting independent contractors, we may incur additional costs to correct shortfalls in the work performed by independent contractors or in liabilities or losses that arise from their work and generating material revenues, investors will likely lose their investment.safety procedures they follow, which we have less control over than our own employees and may be below our or industry standards. Any of these factors could negatively impact the quality of our service, our ability to perform under certain customer contracts, and our relationships with our customers, which could adversely affect our results of operations.

We maintain our workforce based upon current and anticipated workloads, and we could incur significant costs and reduced profitability from overestimation of need resulting in underutilization of our workforce if there is a significant reduction in the level of services we provide or if contract awards are delayed or not received.

Our estimates of future performance and results of operations depend, among other factors, on whether and when we receive new contract awards and enter into contemplated business arrangements, which affect the extent to which we are able to utilize our workforce. The rate at which we utilize our workforce is affected by a variety of factors, including our ability to forecast the need for our services, which is necessary for us to maintain an appropriately sized workforce, our ability to transition employees from completed projects to new projects, our ability to manage attrition and our need to devote resources to non-chargeable activities such as training or business development. Further, given our goals of acquiring multiple different businesses and entering a variety of strategic relationships, we face a unique challenge in our ability to accurately anticipate future staffing needs. While our estimates are based upon our good faith judgment, professional knowledge and experience, these estimates may not be accurate and can frequently change based on newly available information and developments. In the case of large-scale projects where timing is often uncertain, it is particularly difficult to predict whether and when we will receive a contract award. The uncertainty of timing of contract awards, business acquisitions and strategic alliances with teaming partners can present difficulties in matching our workforce size to our project needs. If an expected contract award is delayed or not received, we could incur costs resulting from over hiring and/or underutilization of our workforce, redundancy of facilities, materials or equipment, or from efforts to adjust our workforce and/or operations, which could reduce our profitability and cash flows.

We can incur compliance costs or liabilities or suffer negative financial or reputational impacts arising from regulations or problems related to workers and the workplace.

Our operations are inherently hazardous and subject to extensive laws and regulations relating to the maintenance of safe conditions in the workplace. While we have invested, and will continue to invest, resources in our occupational health and safety programs, our industry involves a high degree of operational risk, and there can be no assurance that we will avoid significant liability exposure. Although we have taken precautions designed to mitigate this risk, we may suffer serious accidents, including fatalities. Further, while immigration laws require us to take certain steps to confirm the legal status of our labor force and avoid employing illegal immigrants, we may nonetheless unknowingly employ illegal immigrants in violation of these laws and regulations. As a result of these events, we could be subject to substantial penalties, criminal prosecution or civil litigation, including claims for bodily injury or loss of life, that could result in substantial costs and liabilities. In addition, if our safety record were to substantially deteriorate over time or we were to suffer numerous penalties or criminal prosecution for violation of health and safety regulations, our customers could cancel our contracts and elect to procure future services from other providers. Similarly, reputational harm resulting from these issues could deter prospective employees, contractors and others from working with us. Unsafe work sites also have the potential to increase employee turnover, increase the costs of projects for our clients, and raise our operating costs. Any of the foregoing could have a material adverse impact on our business, financial condition, results of operations and cash flows.

For example, OSHA establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by OSHA and various recordkeeping, disclosure and procedural requirements. Various standards, including standards for notices of hazards and safety in excavation and demolition work, may apply to our operations. We incur capital and operating expenditures and other costs in the ordinary course of business in complying with OSHA and other state and local laws and regulations, and could incur penalties and fines in the future from violations of health and safety regulations, including, in extreme cases, criminal sanctions. Our customers could cancel existing contracts and not award future business to us if we were in violation of these regulations. Our ability to service our customers could be damaged if we were not able to successfully avoid or resolve such issues arising under OSHA or other health or safety matters, which could lead to a material adverse effect on our results of operations, cash flows and liquidity.

If we experience further increases in healthcare costs it could adversely affect our financial results.

The costs of providing employee medical and other benefits have steadily increased over a number of years due to, among other things, rising healthcare costs and legislative requirements. We are experiencing these increased costs. Because of the complex nature of healthcare laws, as well as periodic healthcare reform legislation adopted by Congress, state legislatures, and municipalities, we cannot predict with certainty the future effect of these laws on our employee healthcare costs. Competitive and market forces have also caused general compensatory and benefits packages to increase over time, as have increases in metrics such as costs of living, with varying degrees among the regions in which we operate. Continued increases in healthcare costs or additional costs created by future health care reform laws or other laws or regulations affecting employee benefits adopted by Congress, state legislatures, or municipalities could adversely affect our results of operations and financial position. Further, health insurance premium increases could adversely affect our operating results.

Risks Related to our Securities

If we are not successful, you may lose your entire investment.

Prospective investors should be aware that if we are not successful in developing a viableour business, plan and acquiring a new business through which to implement it, our investors’their entire investment in the Company could become worthless. Even if we arethe Company is successful, in combining with or acquiring the assets of an operating entity, we can provide no assurances that the Company will be able to generate significant revenue therefrom in the short-term or at all or that investors will derive a profit from their investment. We need additional capital to meet our obligations and achieve our business objectives, and we cannot guarantee we will be successful in locating additional required capital as and when needed or that any such amounts will be sufficient for us to establish material revenue growth. If we are not successful, our investors will likelyyou may lose theiryour entire investment.

If we cannot manage our growth effectively, we may not become profitable.

Businesses, including development stage companies such as ours and/or any operating business or businesses we may acquire, often grow rapidly and tend to have difficulty managing their growth. If we are able to acquire an operating business, we will likely need to expand our management team and other key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing the necessary support.

We cannot assure you that our management will be able to manage our growth effectively or successfully. Our failure to meet these challenges could cause us to lose money, and your investment could be lost.

Because we have limited capital, we may need to raise additional capital in the future by issuing debt or equity securities, the terms of which may dilute our current investors and/or reduce or limit their liquidation or other rights.

We may require additional capital to acquire a business. We may not be able to obtain additional capital when required. Future business development activities, as well as administrative expenses such as salaries, insurance, general overhead, legal and compliance expenses and accounting expenses will require a substantial amount of additional capital.

The terms of securities we issue in future capital raising transactions may be more favorable to new investors, and may include liquidation preferences, superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of our current investors. Any additional capital raised through the sale of equity securities will likely dilute the ownership percentage of our shareholders. Additionally, any debt securities we issue would likely create a liquidation preference superior that of our current investors and, if convertible into shares of Common Stock, would also pose the risk of dilution.

We may be unable to obtain necessary financing if and when required.

Our ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the particular industry or industries in which we may choose to operate), our limited operating history and current lack of operations, the national and global economies and the condition of the market for microcap securities. Further, economic downturns such as the current global depression caused by the COVID-19 pandemic may increase our requirements for capital, particularly if such economic downturn persists for an extended period of time or after we have acquired an operating entity, and may limit or hinder our ability to obtain the funding we require. If the amount of capital we are able to raise from financing activities, together with any revenues we may generate from future operations, is not sufficient to satisfy our capital needs, we may be required to discontinue our development or implementation of a business plan, cancel our search for business opportunities, cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms. If any of the foregoing should happen, our shareholders could lose some or all of their investment.

Because we are still developing our business plan, we do not have any agreement for a business combination.

We have no current arrangement, agreement or understanding with respect to engaging in a business combination with any specific entity. We may not be successful in identifying and evaluating a suitable acquisition candidate or in consummating a business combination. We are neutral as to what industry or segment for any target company. We have not established specific metrics and criteria we will look for in a target company, and if and when we do we may face difficulty reaching a mutual agreement with any such entity, including in light of market trends and forces beyond our control. Given our early-stage status, there is considerable uncertainty and therefore inherent risk to investors that we will not succeed in developing and implementing a viable business plan.

The COVID-19 pandemic could materially adversely affect our financial condition, future plans and results of operations.

This COVID-19 pandemic has had a significant adverse effect on the economy in the United States and on most businesses. The Company is not able to predict the ultimate impact that COVID -19 will have on its business; however, if the pandemic and government action in response thereto impose limitations on our operations or result in a prolonged economic recession or depression, the Company’s development and implementation of its business plan and our ability to commence and grow our operations, as well as our ability to generate material revenue therefrom, will be hindered, which would have a material negative impact on the Company’s financial condition and results of operations.

Because we are dependent upon Ross DiMaggio, our Chief Executive Officer and sole director to manage and oversee our Company, the loss of him could adversely affect our plan and results of operations.

We currently have a sole director and officer, Ross DiMaggio, who manages the Company and is presently evaluating a viable plan for our future operations. We will rely solely on his judgment in connection with selecting a target company and the terms and structure of any resulting business combination. The loss of our Chief Executive Officer, could delay or prevent the achievement of our business objectives, which could have a material adverse effect upon our results of operations and financial position.

Further, because Mr. DiMaggio serves as Chief Executive Officer and sole director and also holds a controlling interest in the Company’s Common Stock, our other shareholders will have limited ability to influence the Company’s direction or management.

In addition, although not likely, the officers and directors of an acquisition candidate may resign upon completion of a combination with their business. The departure of a target’s key personnel could negatively impact the operations and prospects of our post-combination business. The role of a target’s key personnel upon the completion of the transaction cannot be ascertained at this time. Although we contemplate that certain or all members of a target’s management team may remain associated with the target following a change of control thereof, there can be no assurance that all of such target’s management team will decide to remain in place. The loss of key personnel, either before or after a business combination and including management of either us or a combined entity could negatively impact the operations and profitability of our business.

Risks Related to a Potential Business Acquisition

We may encounter difficulty locating and consummating a business combination, including as a result of the competitive disadvantages we have.

We expect to face intense competition in our search for a revenue-producing business to combine with or acquire. Given the current economic climate, venture capital firms, larger companies, blank check companies such as special purpose acquisition companies and other investors are purchasing operating entities or the assets thereof in high volumes and at relatively discounted prices. These parties may have greater capital or human resources than we do and/or more experience in a particular industry within which we choose to search. Most of these competitors have a certain amount of liquid cash available to take advantage of favorable market conditions for prospective business purchaser such as those caused by the recent pandemic. Any delay or inability to locate, negotiate and enter into a business combination as a result of the relative illiquidity of our current asset or other disadvantages we have relative to our competitors could cause us to lose valuable business opportunities to our competitors, which would have a material adverse effect on our business.

We may expend significant time and capital on a prospective business combination that is not ultimately consummated.

The investigation of each specific target business and any subsequent negotiation and drafting of related agreements, SEC disclosure and other documents will require substantial amounts of management’s time and attention and material additional costs in connection with outsourced services from accountants, attorneys and other professionals. We will likely expend significant time and resources searching for, conducting due diligence on, and negotiating transaction terms in connection with a proposed business combination that may not ultimately come to fruition. In such event, all of the time and capital resources expended by the Company in such a pursuit may be lost and unrecoverable by the Company or its shareholders. Unanticipated issues which may be beyond our control or that of the seller of the applicable business may arise that force us to terminate discussions with a target company, such as the target’s failure or inability to provide adequate documentation to assist in our investigation, a party’s failure to obtain required waivers or consents to consummate the transaction as required by the inability to obtain the required audits, applicable laws, charter documents and agreements, the appearance of a competitive bid from another prospective purchaser, or the seller’s inability to maintain its operations for a sufficient time to allow the transaction to close. Such risks are inherent in any search for a new business and investors should be aware of them before investing in an enterprise such as ours.

Conflicts of interest may arise between us and our shareholders, directors, or management, which may have a negative impact on our ability to consummate a business combination or favorable terms or generate revenue.

Our Chief Executive Officer, Mr. DiMaggio, is not required to commit his full time to our affairs, which may result in a conflict of interest in allocating his time between managing the Company and other businesses in which he is or may be involved. We do not intend to have any employees prior to the consummation of a business combination. Mr. DiMaggio is not obligated to contribute any specific number of hours to our affairs, and he may engage in other business endeavors while he provides consulting services to the Company. If any of his other business affairs require him to devote substantial amounts of time to such matters, it could materially limit his ability to devote his time and attention to our business which could have a negative impact on our ability to consummate a business combination or generate revenue.

It is possible that we obtain an operating company in which a director or officer of the Company has an ownership interest in or that he or she is an officer, director or employee of. If we do obtain any business affiliated with an officer or director, such business combination may be on terms other than what would be arrived at in an arms-length transaction. If any conflict of interest arises, it could adversely affect a business combination or subsequent operations of the Company, in which case our shareholders may see diminished value relative to what would have been available through a transaction with an independent third party.

We may engage in a business combination that causes tax consequences to us and our shareholders.

Federal and state tax consequences will, in all likelihood, be a significant factor in considering any business combination that we may undertake. Under current federal law, such transactions may be subject to significant taxation to the buyer and its shareholders under applicable federal and state tax laws. While we intend to structure any business combination so as to minimize the federal and state tax consequences to the extent practicable in accordance with our business objectives, there can be no assurance that any business combination we undertake will meet the statutory or regulatory requirements of a tax-free reorganization or similar favorable treatment or that the parties to such a transaction will obtain the tax treatment intended or expected upon a transfer of equity interests or assets. A non-qualifying reorganization, combination or similar transaction could result in the imposition of significant taxation, both at the federal and state levels, which may have an adverse effect on both parties to the transaction, including our shareholders.

It is unlikely that our shareholders will be afforded any opportunity to evaluate or approve a business combination.

It is unlikely that our shareholders will be afforded the opportunity to evaluate and approve a proposed business combination. In most cases, business combinations do not require shareholder approval under applicable law, and our Articles of Incorporation and Bylaws do not afford our shareholders with the right to approve such a transaction. Further, Mr. DiMaggio, our Chief Executive Officer and sole director, owns the vast majority of our outstanding Common Stock. Accordingly, our shareholders will be relying almost exclusively on the judgement of our board of directors (“Board”) and Chief Executive Officer and any persons on whom they may rely with respect to a potential business combination. In order to develop and implement our business plan, may in the future hire lawyers, accountants, technical experts, appraisers, or other consultants to assist with determining the Company’s direction and consummating any transactions contemplated thereby. We may rely on such persons in making difficult decisions in connection with the Company’s future business and prospects. The selection of any such persons will be made by our Board, and any expenses incurred or decisions made based on any of the foregoing could prove to be adverse to the Company in hindsight, the result of which could be diminished value to our shareholders.

Because our search for a business combination is not presently limited to a particular industry, sector or any specific target businesses, prospective investors will be unable to evaluate the merits or risks of any particular target business’s operations until such time as they are identified and disclosed.

We are still determining the Company’s business plan, and we may seek to complete a business combination with an operating entity in any number of industries or sectors. Because we have not yet entered into any letter of intent or agreement to acquire a particular business, prospective investors currently have no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition, prospects or other metrics or qualities they deem appropriate in considering to invest in the Company. Further, if we complete a business combination, we may be affected by numerous risks inherent in the operations of the business we acquire. For example, if we acquire a financially unstable business or an entity lacking an established operating history, we may be affected by the risks inherent in the business and operations of a new business or a development stage entity. Although our management intends to evaluate and weigh the merits and risks inherent in a particular target business and make a decision based on the Company and its shareholders’ interests, there can be no assurance that we will properly ascertain or assess all the significant risks inherent in a target business, that we will have adequate time to complete due diligence or that we will ultimately acquire a viable business and generate material revenue therefrom. Furthermore, some of these risks may be outside of our control and leave us with no ability to reduce the likelihood that those risks will adversely impact a target business or mitigate any harm to the Company caused thereby. Should we select a course of action, or fail to select a course of action, that ultimately exposes us to unknown or unidentified risks, our business will be harmed and you could lose some or all of your investment.

Past performance by our management and their affiliates may not be indicative of future performance of an investment in us.

While our Chief Executive Officer has prior experience in advising businesses, his past performance, the performance of other entities or persons with which he is involved, or the performance of any other personnel we may retain in the future will not necessarily be an indication of either (i) that we will be able to locate a suitable candidate for our initial business combination or (ii) the future operating results of the Company including with respect to any business combination we may consummate. You should not rely on the historical record of him or any other of our personnel or their affiliates’ performance as indicative of our future performance or that an investment in us will be profitable. In addition, an investment in the Company is not an investment in any entities affiliated with our management or other personnel. While management intends to endeavor to locate a viable business opportunity and generate shareholder value, there can be no assurance that we will succeed in this endeavor.

We may seek business combination opportunities in industries or sectors that are outside of our management’s area of expertise.

We will consider a business combination outside of our management’s area of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive opportunity for the Company. Although management intends to endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all the significant risks, or that we will accurately determine the actual value of a prospective operating entity to acquire. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s ability to evaluate and make decisions on behalf of the Company may be limited, or we may make material expenditures on additional personnel or consultants to assist management in the Company’s operations. Investors should be aware that the information contained herein regarding the areas of our management’s expertise will not necessarily be relevant to an understanding of the business that we ultimately elect to acquire. As a result, our management may not be able to adequately ascertain or assess all the significant risks or strategic opportunities that may arise. Accordingly, any shareholders in the Company following a business combination could suffer a reduction in the value of their shares, and any resulting loss will likely not be recoverable.

We may attempt to complete a business combination with a private target company about which little information is available, and such target entity may not generate revenue as expected or otherwise by compatible with us as expected.

In pursuing our search for a business to acquire, we will likely seek to complete a business combination with a privately held company. Very little public information generally exists about private companies, and the only information available to us prior to making a decision may be from documents and information provided directly to us by the target company in connection with the transaction. Such documents or information or the conclusions we draw therefrom could prove to be inaccurate or misleading. As such, we may be required to make our decision on whether to pursue a potential business combination based on limited, incomplete or faulty information, which may result in our subsequent operations generating less revenue than expected, which could materially harm our financial condition and results of operations.

Our ability to assess the management of a prospective target business may be limited and, as a result, we may acquire a target business whose management does not have the skills, qualifications or abilities to enable a seamless transition, which could, in turn, negatively impact our results of operations.

When evaluating the desirability of a potential business combination, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our management’s assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities expected. Further, in most cases the target’s management may be expected to want to manage us and replace our Chief Executive Officer. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company or assist with their former entity’s merger or combination into ours, the operations and profitability of the post-acquisition business may be negatively impacted and our shareholders could suffer a reduction in the value of their shares.

Any business we acquire will likely lack diversity of operations or geographical reach, and in such case we will be subject to risks associated with dependence on a single industry or region.

Our search for a business will likely be focused on entities with a single or limited business activity and/or that operate in a limited geographic area. While larger companies have the ability to manage their risk by diversifying their operations among different industries and regions, smaller companies such as ours and the entities we anticipate reviewing for a potential business combination generally lack diversification, in terms of both the nature and geographic scope of their business. As a result, we will likely be impacted more acutely by risks affecting the industry or the region in which we operate than we would if our business were more diversified. In addition to general economic risks, we could be exposed to natural disasters, civil unrest, technological advances, and other uncontrollable developments that will threaten our viability if and to the extent our future operations are limited to a single industry or region. If we do not diversify our operations, our financial condition and results of operations will be at risk.

Changes in laws or regulations, or a failure to comply with the laws and regulations applicable to us, may adversely affect our business, ability to negotiate and complete a business combination, and results of operations.

We are subject to laws and regulations enacted by federal, state and local governments. In addition to SEC regulations, any business we acquire in the future may be subject to substantial legal or regulatory oversight and restrictions, which could hinder our growth and expend material amounts on compliance. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application by courts and administrative judges may also change from time to time, and any such changes could be unfavorable to us and could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could result in material defense or remedial costs and/or damages have a material adverse effect on our financial condition.

Risks Related to Our Common Stock

Due to factors beyond our control, our stock price may be volatile.

There is currently a limited trading market for the Company’s common stock.

Our common stock is quoted on the OTC Pink Market under the symbol “ACRU.” However, there is currently a limited trading market in our Common Stock,common stock which trades on a sporadic and limited basis, and we cannot give an assurance that a consistent, active trading market will develop. For example, there were no trades in our common stock from March 2, 2022 through April 7, 2022. The OTC Pink Market is generally very illiquid. While our plan is to seek the listing of our common stock on a leading national securities exchange, because of the Acquisition, we will need a full fiscal year of operations after the completion of the Acquisition (calendar year 2022) before we can uplist to a national securities exchange. However, if we are able to close a $40 million firm commitment public offering, this limitation will not apply and we may be no guarantee thatlisted earlier.

If an active market for our Common Stockcommon stock develops, there is no assurance that such market will develop, even if we are successful in consummating a business combination. Recently, the pricebe maintained. The lack of our Common Stock has been volatile for no reason. Further, even if an active market formay impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable.

Furthermore, there is a significant risk that our Common Stock develops, it will likely be subject to by significantstock price volatility when compared to more seasoned issuers. We expect that the price of our Common Stock will continue to be more volatile than more seasoned issuers for the foreseeable future. Fluctuationsmay fluctuate in the pricefuture in response to any of the following factors, some of which are beyond our Common Stock can be based on various factors in addition to those otherwise described in this Report, including:control:

Our common stock is a “penny stock”, and thereby be subject to additional sale and trading regulations that may decreasedepress the market price of our Common Stock, regardless of whether we can consummate a business combination and of our current or subsequent operating performance and financial condition. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business.common stock.

Because trading in our Common Stock is so limited, investors who purchase our Common Stock may depress the market if they sell Common Stock.

Our Common Stock trades on the OTC Pink Market, the successor to the pink sheets. The OTC Pink Market generallycommon stock is illiquid and most stocks traded there are of companies that area “penny stock” if it does not required to file reports with the SEC under the Exchange Act. Our Common Stock itself infrequently trades. For example, on February 11, 2021, 100 shares of our Common Stock traded at $0.007, and a block of 45,000 shares then traded at $0.096. Accordingly, any sales may depress the trading price.

The market price of our Common Stock may decline if a substantial number of shares of our Common Stock are sold at once or in large blocks.

Presently the marketqualify for our Common Stock is limited. If an active market for our shares develops in the future, some or all of our shareholders may sell their shares of our Common Stock which may depress the market price. Any sale of a substantial number of these shares in the public market, or the perception that such a sale could occur, could cause the market price of our Common Stock to decline, which could reduce the valueone of the shares held by our other shareholders.

Future issuanceexemptions from the definition of our Common Stock could dilute the interests“penny stock” under Section 3a51-1 of our existing shareholders, particularly in connection with an acquisition and any resulting financing.

We may issue additional shares of our Common Stock in the future. The issuance of a substantial amount of our Common Stock could substantially dilute the interests of our shareholders. In addition, the sale of a substantial amount of Common Stock in the public market, either in the initial issuance or in a subsequent resale by the target company in a business combination which received our Common Stock as consideration or by investors who has previously acquired such Common Stock could have an adverse effect on the market price of our Common Stock.

Due to recent changes to Rule 15c2-11 under the Securities Exchange Act of 1934, our Common Stock may become subject to limitations or reductions on stock price, liquidity or volume.

On September 16, 2020, the SEC adopted amendments to Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”). Our common stock may be a “penny stock” if it meets one or more of the following conditions: (i) it trades at a price less than $5 per share; (ii) it is not traded on a “recognized” national securities exchange which excludes the Pink Market or the OTCQB and OTCQX; or (iii) is issued by a company that has been in business less than three years with net tangible assets less than $5 million.

The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” rules of the SEC. For example, SEC Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This Rule applies to broker-dealers who quote securities listed on over-the-counter markets such as our Common Stock. The Rule as amended prohibits broker-dealersprocedure requires the broker-dealer to: (i) obtain from publishing quotations on OTC markets for an issuer’s securities unless they arethe investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on current publicly availablethat information, aboutthat transactions in penny stocks are suitable for the issuer. Wheninvestor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it becomes effective,accurately reflects the amended Rule will also limitinvestor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the Rule’s “piggyback” exception,market or otherwise.

Our Board of Directors may issue and fix the terms of shares of our preferred stock without stockholder approval, which allows broker-dealerscould adversely affect the voting power of holders of our common stock or any change in control of our Company.

Our Certificate of Incorporation authorizes the issuance of up to publish quotations for a security in reliance on the quotations10,000,000 shares of a broker-dealer that initially performed the information review required“blank check” preferred stock, with $0.001 par value per share, with such designation rights and preferences as may be determined from time-to-time by the Rule,Company’s Board of Directors (the “Board”). Subject to issuersthe terms of our outstanding securities, our Board is empowered, without stockholder approval, to issue shares of preferred stock with current publicly available informationdividend, liquidation, conversion, voting or issuersother rights which could adversely affect the voting power or other rights of the holders of our common stock. In the event of such issuances, the preferred stock could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our Company.

Because our principal stockholders own approximately 77% of our outstanding common stock, the voting power of other stockholders is limited.

Our principal stockholders beneficially own approximately 77% of our outstanding common stock. If such stockholders act together, they may have the ability to have a substantial influence on matters submitted to our stockholders for approval, including the election and removal of directors and the approval of any merger, consolidation or sale of all or substantially all of our assets. As a result, our other stockholders may have little or no influence over matters submitted for stockholder approval. In addition, the ownership of such stockholders could preclude any unsolicited acquisition of us, and consequently, adversely affect the price of our common stock. These stockholders may make decisions that are up-to-date in their Exchange Act reports. Asadverse to your interests.

Shares of this date, wecommon stock which are uncertain as what actual effector become eligible for future sale may adversely affect the Rule may have on us.

The Rule changes could harm the liquidity and/or market price of our Common Stockcommon stock.

From time-to-time, certain of our stockholders may be eligible to sell all or some of their common stock by either preventing our shares from being quoted or driving up our costsmeans of compliance. Becauseordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act of 1933 (the “Securities Act”), subject to certain limitations. Generally, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement, although because we are a voluntary filerformer shell, we must be current in filing our Quarterly and Annual Reports. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), and current public information and notice requirements as well as the current reporting requirement. Because the Company was a shell company until the Acquisition, Rule 144 has two modifications to the above provisions. Until August 12, 2022, any purchasers of the Company’s securities cannot rely on Rule 144 for resale of such securities. Secondly, after that date, Rule 144 will only be available if the Company has filed all required Form 10-Qs and 10-Ks. Future sales of substantial amounts of our common stock in the public market, or the anticipation of these sales, could materially and adversely affect market prices prevailing from time-to-time, and could impair our ability to raise capital through sales of equity or equity-related securities. In addition, the market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market or the perception that these sales may occur.

Failure to develop and maintain an effective system of disclosure controls and internal control over financial reporting could impair our ability to produce timely and accurate financial statements or comply with applicable law and regulations.

The Sarbanes-Oxley Act of 2002 requires, among other things, that we maintain effective disclosure controls and internal control over financial reporting. Our disclosure controls and procedures and internal controls have not been effective. Our management has no public company management experience, which may delay us in meeting our obligations under Section 15(d)the Sarbanes-Oxley Act. In order to develop and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we anticipate that we will expend, significant resources, including accounting-related costs and significant management oversight.

Any controls and procedures that we develop may become inadequate because of changes in conditions in our business, and once established, additional weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. As a public company, we are required to provide management reports on the effectiveness of our internal control over financial reporting in our periodic reports. However, our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting. If we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired, which could result in loss of investor confidence and could have an adverse effect on our stock price.

Changes to tax laws may adversely affect the market for securities including our common stock.

The Biden administration is seeking to increase capital gains and other taxes. While it is difficult to forecast what legislation, if any, will be passed, one possibility is that capital gains tax rates may materially increase for all investors or just for investors with above a certain threshold of income. Potential increases in tax rates may cause a sharp downturn in stock prices in general and on prices smaller companies like us and may make it harder to raise equity. They may also cause a recession which could adversely affect our future operating results.

We have not paid cash dividends in the past and do not expect to pay dividends in the future, so any return on investment may be limited to the value of our common stock.

We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. Further, the Notes prohibit us from paying cash dividends or distributions on any of our equity securities while the Notes remain outstanding. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business.

The federal securities laws require us to comply with SEC reporting requirements relating to our business and securities. Complying with these reporting and other regulatory obligations is time-consuming and will result in increased costs to us which could have a negative effect on our financial condition or business. These increased costs are not reflected in the audited financial statements contained in this because during the periods covered Mikab was a private company not subject to SEC reporting obligations. Because the Acquisition was a reverse merger, we are required to include its financial statements for the two years ended prior to the date of the Acquisition.

As a public company, we are subject to the reporting requirements of the Exchange Act and notthe requirements of the Sarbanes-Oxley Act. These requirements may place a publicstrain on our systems and resources. We are required to file annual, quarterly and current reports with the SEC disclosing certain aspects and developments of our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional executive officers and personnel and provide for additional management oversight. We intend to implement additional procedures and processes for the purpose of addressing the standards and requirements applicable to SEC reporting company, the practical impact of these changes is tocompanies. Sustaining our growth will also require us to maintain a level of periodic disclosure we are not presently requiredcommit additional managerial, operational and financial resources to identifying competent professionals to join our Company and to maintain appropriate operational and financial systems to adequately support our intended expansion. These activities may divert management’s attention from other business concerns, which would causecould have a material adverse effect on our results of operations, financial condition or business.

Our Certificate of Incorporation provides for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us to incur material additional expenses. Further, if we cannot or do not provide or maintain current public information about our company,and our stockholders, may face difficultiesand the exclusive forum in selling theirthe Delaware federal courts for the resolution of any complaint asserting a cause of action under the Securities Act and the Exchange Act.

Section 11 of our Certificate of Incorporation provides that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, the U.S. District Court of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company (except to the extent that the Exchange Act provides otherwise), (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer (or affiliate of any of the foregoing) of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Company’s Certificate of Incorporation or Bylaws, or (iv) any other action asserting a claim arising under, in connection with, and governed by the internal affairs doctrine. Section 11 of our Certificate of Incorporation further provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America located in Delaware will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the Exchange Act and any person or entity purchasing or otherwise acquiring or holding any interest in shares of our Common Stock at desired prices, quantities or times, or at all, as a resultcapital stock of the amendmentsCompany will be deemed to have notice of and consented to these provisions.

We believe these provisions may benefit us by providing increased consistency in the Rule.application of Delaware law and federal securities laws by chancellors and judges, as applicable, particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. If a court were to find the choice of forum provision that is contained in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, results of operations, and financial condition. For example, Section 22 of the Securities Act provides that state and federal courts have concurrent jurisdiction over claims to enforce any duty or liability created by the Securities Act or the rules and regulations promulgated thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act. To date, the Delaware Supreme Court has upheld the exclusive jurisdiction provisions in certificates of incorporation for claims under the Securities Act, and the U.S. Court of Appeals for the Seventh Circuit recently held that a forum selection clause was unenforceable as to a derivative claim that was brought under the Exchange Act. Further, to date no court has ruled on the exclusive venue provision for claims under the Securities Act. Accordingly, if a stockholder files a Securities Act claim or an Exchange Act claim in a federal court and we seek to rely upon the Delaware venues, we may not be successful.

Because the choice of forum provisions in our Certificate of Incorporation may have the effect of severing certain causes of action between federal and state courts, stockholders seeking to assert claims against us or any of our current or former directors, officers, other employees, agents, or stockholders, may be discouraged from bringing such claims due to a possibility of increased litigation expenses arising from litigating multiple related claims in two separate courts. Additionally, a stockholder could face uncertainty as to which jurisdiction and venue a case will ultimately be heard in, particularly given that variations in facts, circumstances and the particular provisions at issue often alter the legal analysis and judicial interpretation, which may delay, prevent or impose additional obstacles on the stockholder in such litigation. The choice of forum provisions may therefore limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for, or otherwise present obstacles and challenges in connection with, disputes with us or any of our current or former director, officer, other employee, agent, or stockholder. Investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

ITEM 1B. UNRESOLVED STAFF COMMENTS.COMMENTS

Not applicable.None.

ITEM 2. PROPERTIES

TheWe lease office, warehouse and storage space in Dumont, New Jersey. Except for the lease for our office space and warehouse which terminates on September 30, 2029, each of these leases terminate on December 31, 2025. We use the premises for administrative purposes and to store equipment, vehicles and supplies. In the fiscal year ended December 31, 2021 we paid a total of $173,970 in rent under these leases.

Four entities are landlords under the Company’s principal businessbuilding leases. These landlords are entities which are owned by Brian Weis, our Chief Operating Officer, and corporate addresscertain family trusts. Additionally, David Hauck, a 5% stockholder, is 3001 PGA Boulevard, Suite 305, Palm Beach Gardens, FL 33410.a 20% owner of one landlord. See “Item 13. – Certain Relationships and Related Transactions, and Director Independence” for more information.

In addition, prior to the closing of the Acquisition, Mikab entered into a lease agreement for office space in Leesburg, Virginia for a term ending on July 31, 2023.

ITEM 3. LEGAL PROCEEDINGS

From time-to-time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not currently involved in any legal proceedings and we are not aware of any pendingsuch legal proceedings or potential legal actions.claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our Common Stockcommon stock issued is not listed on any securities exchange, and is quotedtraded on the OTC Pink Market under the symbol “PHBR.“ACRU.” BecauseOn April 7, 2022, the last reported sale price of our Common Stock is not listedcommon stock on a securities exchange and its quotations onthe OTC Pink are limited and sporadic, there is currently no established public trading market for our Common Stock.Market was $2.15.

The following table reflects the high and low closing sales information for our Common Stock for each fiscal quarter during the fiscal years ended December 30, 202031, 2021 and 2019.2020. This information was obtained from OTC Pink and reflects inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. All numbers have been adjusted to give effect to our reverse split effected on December 1, 2021.

Stockholders

As of February 19, 2021,April 5, 2022, there were 43 shareholdersapproximately 52 holders of record of the Company’s Common Stock based upon the recordsour common stock. A certain amount of the shareholders providedshares of common stock is held in street name and may, therefore, be held by the Company’s transfer agent. The Company’s transfer agent is Worldwide Stock Transfer, LLC 1 University Plaza Dr. #505, Hackensack, NJ 07601.additional beneficial owners.

Dividends

We have never paid or declared any dividendsa cash dividend on our Common Stockcommon stock since inception. The payment of dividends may be made at the discretion of our Board of Directors, and will depend upon, but not limited to, our operations, capital requirements, and overall financial condition.

We do not anticipate paying cash dividends on our common stock in the foreseeable future.

Securities Authorized For Issuance Under Equity Compensation Plans

The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the Board of Directors may consider relevant. We currentlyintend to follow a policy of retaining all of our earnings to finance the development and execution of our strategy and the expansion of our business. If we do not have any equity compensation plans.pay dividends, our common stock may be less valuable because a return on your investment will occur only if our stock price appreciates.

Unregistered Sales of Equity Securities

We have previously disclosed allAll unregistered sales of our equity securities without registration underduring the Securities Act of 1933.year ended December 31, 2021 have been previously reported.

ITEM 6. SELECTED FINANCIAL DATARESERVED

Not Applicable.A smaller reporting company is not required to provide the information required by this Item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTRESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the accompanying notes, as well as the sections of this Report titled “Business” and “Risk Factors.” The following overview provides a summary of our business and industry as more specifically described, including with respect to the risks and uncertainties inherent in our business, in the above-referenced sections of this Report.

Overview

Prior to the Acquisition in August 2021, the Company was a shell company with no operations. Following the Acquisition, we provide 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, and we also hire employees with skill and experience in our fields and use third party independent contractors for our operations.

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

Since the Acquisition, we have continued our telecommunications service business, commenced training of veterans and negotiated with third parties about EV opportunities. For an overview of each such industry and current trends within them, as well as our current and planned role as a market participant in each space, see “Business — Clean Energy.”

Understanding Our Results of Operations

Revenue. We provide construction, installation, maintenance and upgrade services to our customers. We derive revenue from projects performed under master and other service agreements as well as from contracts for specific projects requiring the construction and installation of an entire infrastructure system or specified units within an infrastructure system. See “Business” on page 1 of this Report for discussion of our business and revenue-generating activities.

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

Project Mix. The mix of revenue derived from the projects we perform impacts overall project margins, as margin opportunities can vary by project. For example, installation work, which is often performed on a fixed price basis, has no operationsa higher level of margin risk than maintenance or upgrade work, which is often performed under pre-established or time and materials pricing arrangements. As a result, changes in project mix between installation work and maintenance or upgrade services can affect our project margins in a given period. Our project mix by industry can also affect our overall margins, as project margins can vary by industry and over time.

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

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

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

Material and Labor Costs. In some cases, our customers are responsible for supplying materials on projects; however, under certain contracts, we may agree to provide all or part of the required materials. Project margins are typically lower on projects where we furnish a significant amount of materials due to the fact that margins on materials are generally lower than margins on labor costs. Therefore, increases in the percentage of work with significant materials requirements could decrease our overall project margins.

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

Interest Income or Expense. Interest expense consists of contractual interest expense on outstanding debt obligations, amortization of deferred financing costs and other interest expense, including interest expense related to financing arrangements and mandatorily redeemable non-controlling interests. Interest expense is offset, in part, or becomes interest income, by interest earned on cash and other investments.

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

Results of Operations

Results of Operations for the Fiscal Year ended December 31, 2021 Compared to the Fiscal Year Ended December 31, 2020

Revenue for the year ended December 31, 2021 increased to $5,512,368 compared to $4,713,541 in the year ended December 31, 2020. The increase was primarily attributable to improvements in work orders volume and additional contracts with major customers.

Cost of revenue for year ended December 31, 2021 was $4,077,387, an increase from $3,277,920 in the year ended December 31, 2020. Our gross profit margins were approximately 26% in 2021 compared to approximately 30% in 2020. The reduction in gross profit margin was primarily due to inability to complete projects within the timelines contemplated due to challenges arising from the COVID-19 pandemic and supply shortages.

Our operating expenses increased to $3,664,364 for the year ended December 31, 2021 compared to $838,063 for the year ended December 31, 2020. The increase in operating expenses was primarily attributable to an increase in general and administrative expenses including non-cash charges arising from our issuance of $2,485,000 of senior secured convertible notes and warrants and SEC reporting expenses following the Acquisition in 2021.

Net income (loss) - in the year ended December 31, 2021 we had a net loss of $(1,889,214) compared to a net income of $418,917 the prior year. The decrease was primarily due to an increase in operating expenses, which was primarily attributable to an increase in general and administrative expenses.

Revenue from our customers is obtained from purchase orders submitted from time to time. Accordingly, the Company’s ability to predict orders in future periods or trends affecting orders in future periods is limited. The Company’s ability to predict revenue has become further limited by potential disruption to its supply chains or changes in customer ordering patterns due to uncontrollable events such as the COVID-19 pandemic and geopolitical turmoil. The Company’s ability to recognize revenue in the future for its backlog of customer orders will depend on the Company’s ability to acquire, assemble and deliver products and services to the customers and fulfill its other contractual obligations. Additionally, significant uncertainty exists surrounding our future revenue prospects given our dependence on a limited number of customers for the vast majority of our revenue.

Liquidity and Capital Resources

Cash Flows from Operating Activities

For the year ended December 31, 2021, net cash used in operating activities was $1,046,709, compared to net cash provided by operating activities of $644,413 for the year ended December 31, 2020. The increase in cash used in operating activities in 2021 as compared to 2020 was primarily attributable to the Company incurring a net loss of $1,889,214 in 2021 compared to net income of $67,547 in 2020, offset by increases in accounts payable, related party-shirt term debt and current liabilities.

Cash Flows from Financing Activities:

For the fiscal year ended December 31, 2021, the net cash provided in financing activities by the Company was $904,349 primarily due to proceeds from issuance of convertible notes partially offset by distributions to stockholders, repayment of related party loans, the payment of recapitalization costs and for payments of certain stockholders’ life insurance. For the fiscal year ended December 31, 2020, net cash used by financing activities was $312,519 consisting of payments to related parties, distributions to stockholders and payment of certain stockholders’ life insurance.

For the year ended December 31, 2021, we borrowed $630,000 from our principal shareholders and related parties. In the year ended December 31, 2020, we repaid $1,254,168 of loans to Mikab’s former principal shareholder.

During the fourth quarter of 2021, the Company raised $2,485,000 of capital in the form of senior secured convertible notes. The notes pay interest at the rate of 8% and are payable in the fourth quarter of 2023. The lenders can convert the investment at a rate of $1.9034 per share. The lenders also received warrants to buy common stock of the Company at $1.9034. These warrants expire in the fourth quarter of 2026.

Cash Flows from Investing Activities

Our net cash used in investing activities in the fiscal year ended December 31, 2021 was $0, when compare to $28,256 in the fiscal year ended December 31, 2020, attributable to the acquisition of fixed assets.

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 this Report. We are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of Covid-19 on our business, see Item 1.A. - “Risk Factors”.these financial statements.

Plan of Operation

The Company has no operations from a continuing business other than the expenditures related to running the Company, and has no revenue from continuing operations as of the date of this Report.

Management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be givenBecause AmeriCrew does not expect that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of coronavirus on our business, see Item 1A “Risk Factors.”

We do not currently engage in any business activities that provide revenue orexisting operational cash flow. During the next 12 month period we anticipate incurring costs in connection with investigating, evaluating and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.

Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.

As of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future, because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.

We anticipate that the selection of a business combinationflow will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated.

Once we have developed and begun to implement our business plan, management intendssufficient to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.

Based upon our currentpresently anticipated operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be very dilutive. 

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development.  Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.

COVID-19 Update

To date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise. See Item 1A “Risk Factors” for more information.

Off Balance Sheet Arrangements

As of the date of this Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Going Concern

The independent registered public accounting firm auditors’ report accompanying our December 30, 2020 financial statements contained an explanatory paragraph expressingraises substantial doubt about ourAmeriCrew’s ability to continue as a going concern. Therefore, AmeriCrew will need to raise additional funds and is currently exploring alternative sources of financing. Historically, AmeriCrew raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans from related parties.

The Company has $301,596 in cash on hand as of April 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 will need to raise additional capital to fund our operations for the next 12 months and to repay our short-term debt and the Notes. The $2,485,000 of Notes 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, and $256,000 to our Former Principal Stockholder.

Our liquidity is primarily derived from financing transactions and revenue from accounts receivable from our contracts with customers, although management anticipates a larger proportion of our capital resources to be derived from financing transactions in future periods, particularly as we seek growth capital to fund our acquisition efforts in the next 12 months.

We are reliant upon completing one or more securities offerings in the future to continue our operations as planned and to meet our financial statements have been prepared “assuming thatobligations. Because we were only able to raise $2,465,000 of the up to $15,000,000 sought in our recent private placement offerings which closed as of December 31, 2021, we will continue as a going concern,” which contemplates thatrequire additional capital to meet our financial obligation and working capital requirements for the next 12 months. Further, management had previously estimated needing at least $7,000,000 from the recent financing to meet our growth objectives, and we will realizetherefore require additional capital in order to execute our assetsbusiness plan. A summary of the recent financings is provided below.

On January 28, 2022, Mikab entered into a Factoring and satisfy our liabilities and commitmentsSecurity Agreement (the “Factoring Agreement”) with Tower Cap LLC (the “Purchaser”) under which the Purchaser agreed to purchase selected Mikab accounts receivable (subject to a required reserve). The Purchaser retains the right to purchase such accounts as it deems appropriate. Under the Factoring Agreement, the amount advanced to Mikab varies by account debtor. 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) in all accounts receivable and other assets of Mikab. As of April 11, 2022, Mikab had received $188,765 from the sale of accounts receivable under the Factoring Agreement.

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 $7 million. We expect to commence a new offering of 2022 Notes and Warrants and seek to raise up to $7 million on a best efforts basis.

We anticipate raising the additional funds to meet our financial obligations, working capital and growth capital requirements which will likely require us to issue or debt securities which will be dilutive to our current stockholders and/or could impose restrictions on our future operating and financing activities. See “Risk Factors” beginning on page 13 for more information on the risks we face with respect to our operational and financing activities, outstanding securities, and need for additional capital to continue and grow our operations and meet our financial obligations as and when they come due.

Related Party Bridge Loans and Accompanying Notes and Warrants

During the period from May 27, through August 11, 2021, certain insiders (the “Related Party Lenders”) made a total of $651,649 of bridge loans to the Company. These loans are evidenced by promissory notes which bear interest at 12% per annum and were originally due upon the earlier of the closing of the Acquisition or September 1, 2021. The Company also issued Warrants in connection with the bridge loans. The Related Party Lenders agreed to defer payment until the closing of the first financing following the closing of the Acquisition, and subsequently agreed to modify the bridge notes, the effect of which was to extend the indebtedness’ due date into 2022. For more information about these related party notes and warrants, see “Item 13. – Certain Relationships and Related Transactions, and Director Independence.”

Acquisition Strategy

As part of our growth strategy, we may acquire companies that expand, complement, or diversify our business. We regularly review opportunities and periodically engage in discussions regarding possible acquisitions. Our ability to sustain our growth and maintain our competitive position may be affected by our ability to identify, acquire, and successfully integrate companies. Additionally, our inability to raise sufficient proceeds from our private placement offerings in late 2021 has hindered our ability to pursue acquisitions as planned, and will likely delay our acquisition efforts in 2022 and beyond, particularly given our financial obligations under the related party bridge notes and Notes which extend into late 2023.

Impact of COVID-19

The COVID-19 pandemic has had a profound effect on the U.S. and global economy and may continue to affect the economy and the industries in which we operate, depending on the vaccine rollouts and the emergence of virus mutations.

The COVID-19 pandemic had a negative impact on our operations in 2021, demonstrated by reduced revenue during all reported periods. Although COVID-19 may have had some impact in the first quarter of 2022, it seems to no longer have any material effect. The extent to which the COVID-19 outbreak impacts the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact.

Critical Accounting Policies and Estimates and Recent Accounting Pronouncements

Please see the notes to our financial statements included in this Report for information about our Significant Accounting Policies and Recent Accounting Pronouncements.

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 Corporation 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 Corporation 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 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 Corporation 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 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.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKA smaller reporting company is not required to provide the information required by this item.

Not applicable.

ITEMItem 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements and Supplemental Data

AMERICREW INC.

Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of PhoneBrasil International,AmeriCrew, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of PhoneBrasil International,AmeriCrew, Inc. (the “Company”) as of December 31, 20202021 and 2019,2020, the related statements of operations, stockholders’stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20202021 and 2019,2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on the Company’sCompany's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt aboutCritical Audit Matter

Critical audit matters are matters arising from the Company’s Ability to Continue as a Going Concern

The accompanyingcurrent-period audit of the financial statements have been prepared assuming that were communicated or required to be communicated to the Company will continue as a going concern. As discussed in Note 2audit committee and that (1) relate to accounts or disclosures that are material to the financial statements the Company’s minimal activities raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustmentsand (2) involved our especially challenging, subjective, or complex judgments.

We determined that might result from the outcome of this uncertainty.there are no critical audit matters.

/s/S/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company’sCompany's auditor since 2020

Lakewood, CO

March 1, 2021April 15, 2022

Firm ID is 5041.

AMERICREW INC.

PHONEBRASIL INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

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

AMERICREW INC.

PHONEBRASIL INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

AMERICREW INC.

PHONEBRASIL INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

The accompanying notes are an integral part of the financial statements.

PHONEBRASIL INTERNATIONAL, INC.

STATEMENTS OF CASH FLOWS

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

F-6

AMERICREW INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS