Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 15, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | Americrew Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 0 | ||
Entity Public Float | $ 1,377,043 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001407573 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-56176 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-2551989 | ||
Entity Address, Address Line One | 21 Omaha Street, | ||
Entity Address, City or Town | Dumont, | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07628 | ||
City Area Code | 201 | ||
Local Phone Number | 387-7700 | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO | ||
Auditor Firm ID | 5041 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 721,452 | $ 863,812 |
Accounts receivable - net of allowance | 1,452,560 | 487,239 |
Prepaid | 241,865 | 141,625 |
Total current assets | 2,415,877 | 1,492,676 |
Fixed asset - cost | 1,460,174 | 1,597,986 |
Less accumulated depreciation | (1,355,576) | (1,460,125) |
Fixed assets, net | 104,598 | 137,861 |
Other assets | ||
Deferred tax asset | ||
Employee incentive mortgages | 6,578 | |
Total assets | 2,520,475 | 1,637,115 |
Current liabilities: | ||
Accounts payable | 1,089,070 | 178,574 |
Accrued expenses | 138,051 | 0 |
Loan payable - related party | 170,780 | |
Total current liabilities | 1,397,901 | 178,574 |
Loan payable - stockholder | 464,078 | 464,078 |
Loan payable - other (Note 10) | 90,717 | |
Note payable, net (Note 10) | 522,563 | |
Convertible note, net (Note 12) | 2,411,732 | |
Convertible note accrued interest | 14,706 | |
Total Liabilities | 4,763,647 | 642,652 |
Commitments and contingencies | ||
Stockholders’ (deficit) equity (Note 2 and Note 13) | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, and 0 and 3,094,000 shares were issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 3,094 | |
Common stock, $0.001 par value, 75,000,000 shares authorized, 15,764,424 shares issued and outstanding as of December 31, 2021 and December 31, 2020 | 15,764 | 290 |
Additional paid in capital | (139,966) | 88,336 |
Accumulated (deficit) equity | (2,257,020) | 902,743 |
Total Stockholders’ (deficit) equity | (2,520,475) | 994,463 |
Total liabilities and stockholders’ (deficit) equity | $ 2,520,475 | $ 1,637,115 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 3,094,000 |
Preferred stock, shares outstanding | 0 | 3,094,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 15,764,424 | 15,764,424 |
Common stock, shares outstanding | 15,764,424 | 15,764,424 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 5,512,368 | $ 4,713,541 |
Cost of revenue | 4,077,387 | 3,277,920 |
Gross Profit | 1,434,981 | 1,435,621 |
Operating expenses: | ||
General and administrative expenses | 3,631,102 | 808,733 |
Depreciation | 33,262 | 29,330 |
Total operating expenses | 3,664,364 | 838,063 |
Operating (loss) income | ||
Officers/owners salaries | (531,812) | |
Interest expense | (18,126) | 1,801 |
Gain on sale of assets | (1,000) | |
Income (loss) from continuing operations | (2,248,509) | 67,547 |
Non-recurring income: | ||
Gain on debt forgiveness & other Income | 359,295 | 351,370 |
Net income / (loss) | $ (1,889,214) | $ 418,917 |
(Loss) earnings per common share (Note 2): | ||
Basic (in Dollars per share) | $ (0.97) | $ 2.96 |
Diluted (in Dollars per share) | $ (0.97) | $ 2.96 |
Weighted-average number of common shares outstanding | ||
Basic (in Shares) | 1,943,735 | 141,644 |
Diluted (in Shares) | 1,943,735 | 141,644 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Capital Stock | Retained Earnings | Total Stockholders’ Equity | Common Stock | Preferred Stock | Additional Paid in Capital | Retained Earnings | Total |
Balance at Dec. 31, 2019 | $ 91,720 | $ 902,743 | $ 994,463 | |||||
Balance (in Shares) at Dec. 31, 2019 | ||||||||
Recapitalization MIKAB/PHBR | (91,720) | (902,743) | (994,463) | $ 290 | $ 3,094 | 88,336 | 902,743 | 994,463 |
Recapitalization MIKAB/PHBR (in Shares) | 290,340 | 3,094,000 | ||||||
Balance at Dec. 31, 2020 | $ 290 | $ 3,094 | 88,336 | 902,743 | 994,463 | |||
Balance (in Shares) at Dec. 31, 2020 | 290,340 | 3,094,000 | ||||||
Cash distribution to stockholders | (1,254,168) | (1,254,168) | ||||||
Premiums paid for stockholders’ life insurance | (16,381) | (16,381) | ||||||
Capital stock of deconsolidated company | (10,100) | (10,100) | ||||||
Conversion of PhoneBrasil International Equity | (17,550) | (17,550) | ||||||
Conversion of preferred stock | $ 15,474 | $ (3,094) | (12,380) | |||||
Conversion of preferred stock (in Shares) | 15,474,084 | (3,094,000) | ||||||
Recapitalization Expenses | (282,450) | (282,450) | ||||||
Issuance of equity warrants | 94,178 | 94,178 | ||||||
Net Income (Loss) | (1,889,214) | (1,889,214) | ||||||
Balance at Dec. 31, 2021 | $ 15,764 | $ (139,966) | $ (2,257,020) | $ (2,381,222) | ||||
Balance (in Shares) at Dec. 31, 2021 | 15,764,424 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) from continuing operations | $ (1,889,214) | $ 67,547 |
Adjustments to reconcile net operating income / (Loss) to net cash provided by / (used in) operating activities: | ||
Depreciation | 33,262 | 29,330 |
Amortization of employee incentive mortgages | 31,578 | |
Interest expense | 17,262 | |
Gain on debt forgiveness | 351,370 | |
(Increase) decrease in net accounts receivable | (965,322) | 128,268 |
Prepaid expenses | (100,240) | |
(Increase) in other assets | (4,585) | |
Increase in accrued expenses | 138,051 | |
Increase in accounts payable | 910,502 | 40,905 |
Increase/(decrease) in related party - short term debt | 170,780 | |
Increase/(decrease) in other current liabilities | 638,210 | |
Net cash (used) provided by operating activities | (1,046,709) | 644,413 |
Cash flows from investing activities | ||
Acquisition of fixed assets | (28,256) | |
Net cash (used) by investing activities | (28,256) | |
Cash Flows from financing activities | ||
Proceeds from issuance of convertible notes | 2,485,000 | |
Payment of recapitalization costs | (310,100) | |
(Repayments) of loans from Stockholders & related parties | (55,000) | |
Premiums paid for stockholders’ life insurance | (16,383) | (43,496) |
Distributions to stockholders | (1,254,168) | (214,023) |
Net cash (used)/provided by financing activities | 904,349 | (312,519) |
Net increase/(decrease) in cash and cash Equivalents | (142,360) | 303,638 |
Cash and cash equivalents at beginning of period | 863,812 | 560,174 |
Cash and cash equivalents at end of period | 721,452 | 863,812 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid | 2,890 | 2,937 |
Noncash investing activities | ||
Disposal of property and equipment | 137,811 | |
Noncash financing activities | ||
Conversion of preferred stock to common stock | 15,474 | |
Warrants issued to holders of bridge loans | 18,353 | |
Warrants issued to holders of senior debt | $ 75,824 |
Business, Basis of Presentation
Business, Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Business, Basis of Presentation and Significant Accounting Policies | NOTE 1 — Business, Basis of Presentation and Significant Accounting Policies Nature of the Business AmeriCrew, Inc. (AmeriCrew” or the “Company”) and Mikab, Corporation (“Mikab”) are each service companies engaged in the business of building a national infrastructure involving the installation of rural wireless telecommunication cables, upgrading wireless communications towers and other above-ground infrastructure and going forward providing planning, installation, maintenance and upgrade services with respect to electronic vehicle (EV) charging stations. 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 the Company’s workforce is staffed through a unique in-house program through which the Company hires and trains military veterans to provide construction and maintenance services to customers. The Company’s 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, 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 the in-house training program to support the services that the Company provides. The Company’s operations (determined based on revenue) are predominantly focused on its telecommunications infrastructure services business, and in the geographic area of New Jersey and Eastern Pennsylvania. Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The Company entered into a Share Exchange Agreement (the “SPA”) effective as of August 12, 2021 with Mikab and its stockholders. On August 12, 2021, the Company completed the acquisition of all of the issued and outstanding stock of Mikab and Mikab became a wholly owned subsidiary of the Company. At the closing the Company delivered to the former Mikab Shareholders a 94.6% of the equity of The Company. Under guidance of ASU 805-10-55-11 thru 15 Mikab has been identified as the acquirer for accounting purposes. From an accounting perspective, the financial statements of the combined entity represent a continuation of the financial statements of the accounting acquirer/legal acquiree. As such, the historical cost bases of assets and liabilities of the acquiring entity (the accounting acquirer/legal acquiree) are maintained in the consolidated financial statements of the merged company and the assets and liabilities (if any) of the acquired entity (the legal acquirer) are accounted for under the acquisition method. Results of operations of the acquired entity (the legal acquirer) are included in the financial statements of the combined company only from the acquisition date. Going concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans from related parties. The Company has $301,596 in cash on hand as of April 12, 2022. The Company owes $256,000 to its former principal stockholder which was due December 30, 2021; it also owes $351,649 of bridge notes due on July 31, 2022, and the balance of $300,000 due on December 31, 2022. The Company will need to raise additional capital to fund its operations for the next 12 months and to repay its short-term debt and the convertible promissory notes. The $2,485,000 of the senior secured promissory notes mature between October-December 30, 2023. In addition, the Company owes $464,078 to the estate of a family member of its Chief Operating Officer which is due January 1, 2025, and $256,000 to its 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. The Company is reliant upon completing one or more securities offerings in the future to continue its operations as planned and to meet its financial obligations. Because it was only able to raise $2,465,000 of the up to $15,000,000 sought in its recent private placement offerings which closed as of December 31, 2021, the Company will require additional capital to meet its financial obligations 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 its growth objectives, and it will therefore require additional capital in order to execute our business plan. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. COVID-19 Pandemic and General Economic Conditions The COVID-19 pandemic has disrupted business activities and global economic conditions throughout 2020 and 2021, and has negatively affected the Company’s operations during the same period, including from reduced crew productivity due to mitigation measures, the health and availability of work crews or other key personnel and subcontractors; supply chain disruptions; delayed project start dates; and lost productivity from governmental permitting approval delays, project shutdowns and/or cancellations, among other factors. While the adverse effects of the COVID-19 pandemic have partially subsided, its effects vary by region, and uncertainties arising from the COVID-19 pandemic could continue to disrupt economic conditions and business activities, particularly as new variants of COVID-19 arise. The extent to which the COVID-19 pandemic, including the recent and emerging variants, could affect the Company’s business, operations and financial results is uncertain as it will depend upon numerous evolving factors that management may not be able to accurately predict. The acceptance and effectiveness of vaccines and treatments, along with the length and extent of any continuing economic and market disruptions are unknown, and therefore, any future impacts on the Company’s business, financial condition and/or results of operations cannot be quantified or predicted with specificity. The Company believes that it has taken appropriate steps to mitigate the effects of the COVID-19 pandemic on its business, and the Company’s business model has, thus far, proven resilient. Management continues to adapt to the changing operational and economic environment that has resulted from the COVID-19 pandemic. The Company’s top priority has been to take appropriate actions to protect the health and safety of its employees, customers and business partners, and it continues to monitor evolving health guidelines and respond to changes as appropriate. Notwithstanding moderation of the COVID-19 pandemic and related governmental and other restrictions, the Company may continue to experience negative effects on its business and operations from possible longer-term changes in consumer and customer behavior and/or from negative economic conditions, including recent inflationary effects, supply chain disruptions, including limited availability of products, and rising interest rates. Several relief measures have been enacted in response to the effects of the COVID-19 pandemic, including the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and the Coronavirus Response and Relief Supplemental Appropriations Act (the “Coronavirus Relief Act”). Principles of Consolidation The consolidated financial statements include two other related entities controlled by AmeriCrew, Mikab Corporation and AmeriCrew CE Services, LLC. These companies are the operating units of AmeriCrew and generate all of the revenues for AmeriCrew. AmeriCrew CE Services, LLC was formed on March 29, 2021 as a subsidiary of Mikab. All intercompany transactions are eliminated in consolidation. Significant Accounting Policies The following is a summary of significant accounting policies followed in the preparation of the accompanying consolidated financial statements. Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On December 31, 2021, and December 31, 2020, AmeriCrew’s cash equivalents totalled $721,452 and $863,81297 respectively. AmeriCrew maintains demand deposit checking accounts and a money market account at Chase Commercial and TD Bank. At times during the year, AmeriCrew’s cash balance exceeded the FDIC and SPIC insured limits. Accounts Receivable and Allowance for Uncollected Amounts Accounts receivable are stated at their full collectible value less an allowance for doubtful accounts for any receivables over six months old from the balance sheet date. The Company reviews all receivables prior to the year end and all uncollectible amounts are written off against income. The Company expects to collect all the receivables shown on the balances sheet. December 31, December 31, Accounts Receivable – Total $ 1,491,860 $ 501,538 Less: Allowance for Doubtful Accounts (39,300 ) (14,300 ) Accounts Receivable – Net 1,452,360 487,238 Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) 606 — Revenue from Contracts with Customers (“ASC 606”) as of January 1, 2019 using the modified retrospective method. This method allows the Company to apply ASC 606 to new contracts entered into after January 1, 2019, and to its existing contracts for which revenue earned through December 31, 2018 has been recognized under the guidance in effect prior to the effective date of ASC 606. The revenue recognition processes the Company applied prior to the adoption of ASC 606 align with the recognition and measurement guidance of the new standard, therefore adoption of ASC 606 did not require a cumulative adjustment to opening equity in 2019. Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied, and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identifies the contracts with a customer; (ii) identifies the performance obligations within the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when, or as, the Company satisfies each performance obligation. Customers are billed as work is completed and accepted. Extended contracts are billed in segments as completed. The amount of unbilled work in process at the end of a period is immaterial to the financial statements taken as a whole. If a contract has been completed and accepted but not billed at the end of the year, the contract price is accrued as sales in the year completed. Depreciation Fixed assets are carried at cost. Depreciation of the fixed assets is calculated on the straight-line method over estimated useful lives of 5-15 years. Fixed Assets December 31, December 31, Trucks and Automobiles $ 785,332 $ 785,332 Equipment 293,543 431,355 Improvements 381,300 381,300 Total Cost 1,460,174 1,597,986 Less: Accumulated Depreciation (1,355,576 ) (1,460,125 ) Fixed Assets – Book Value 104,598 137,861 (Loss) Earnings per share We compute basic earnings (loss) per common share by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. We compute diluted earnings (loss) per common share by dividing net income (loss) available to common shareholders by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, (2) the dilutive effect of the assumed exercise of warrants, and (3) the dilutive effect of other potentially dilutive securities. We exclude the potential dilutive effect of warrants and convertible instruments from the determination of diluted earnings (loss) per common share if the effect of including them would be antidilutive. Convertible debt For convertible debt instruments, we consider whether the debt note represents a host contract and an option to convert into the shares (i.e., an embedded conversion option) commonly referred to as a hybrid instrument. Embedded conversion options are bifurcated from the host contract and accounted for at fair value if (1) the economic characteristics and risks of the embedded conversion option are not clearly and closely related to the economic characteristics and risks of the host contract, (2) the hybrid instrument that includes both the host and the embedded conversion option is not remeasured at fair value with changes reported in earnings each reporting period, and (3) a separate instrument with the same terms as the embedded conversion option would be a derivative instrument. We then consider whether the embedded conversion option meets the ASC 815-10-15-74 scope exception. For dilutive earnings per share calculation, we consider that, in periods of net loss, the application of the if-converted method to convertible securities could be anti-dilutive. Income Tax Status Mikab was previously a subchapter S corporation until the share exchange on August 12, 2021, when Mikab’s Subchapter S election was terminated. As of that date forward the Company will be treated as a taxable C corporation. Separate short year tax returns for S and C Corporations will be required to be filed for 2021. Accounting for Uncertain Tax Positions The Company evaluates all significant tax positions. As of December 31, 2021, the Company does not believe that it has any significant tax positions that would result in additional tax liability to the stockholders of the Company, nor does it believe that there are any tax benefits that would increase or decrease within the next twelve months. The Company’s income tax returns are subject to examination by appropriate taxing authorities. As of December 31, 2021, the Company’s federal and state income tax returns generally remain open for the last three years. Major Customers The Company had four major customers that accounted for 77% of its total sales for the year ended December 31, 2021. Three major customers accounted for 84% of the Company’s total sales for the year ended December 30, 2020. New Accounting Standards (Pending Adoption) Leases (ASU 2016-02) In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases-Topic 842, which has been codified in ASC 842, Leases. Under this new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases): 1) a lease liability equal to the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and 2) a right-of-use asset which will represent the lessee’s right to use, or control the use of, a specified asset for the lease term. As Mikab was a non-public entity, this standard is effective for AmeriCrew annual reporting period beginning after Dec 15, 2021 enacted through ASU 2016-02. The new standard requires a modified retrospective basis. ASU 2016-02, which the Company adopted during the first quarter of 2022, resulted in the recording of a right of use asset and operating lease liability in the amounts of $209,834 and $209,834 respectively, on the Company’s consolidated financial statements. |
(Loss) earnings per share
(Loss) earnings per share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
(Loss) earnings per share | NOTE 2 — (Loss) earnings per share The following table set forth the computation of the Company’s basic and dilutive earnings (loss) per common share: 2021 2020 Numerator: Net income (loss) $ (1, 889,214 ) $ 418,917 Net (loss) income attributable to common shareholders (1, 889,214 ) 418,917 Denominator: Basic weighted average common shares outstanding 1,943,735 141,644 Basic (loss) earnings per common share (0.97 ) 2.96 Diluted: Weighted average common shares outstanding 1,943,735 141,644 Effect of potentially dilutive common stock equivalents - - Diluted weighted-average common shares outstanding 1,943,735 141,644 Diluted (loss) earnings per common share (0.97 ) 2.96 2021 2020 Convertible senior debt 154,259 - Outstanding warrants on common stock, senior debt 154,259 - Total 308,518 - Potentially anti-dilutive securities that were excluded from (loss) earnings per share that could potentially be dilutive in future periods are as follows: 2021 2020 Convertible senior debt 154,259 - Outstanding warrants on common stock, senior debt 154,259 - Total 308,518 - |
Non-Recurring Item
Non-Recurring Item | 12 Months Ended |
Dec. 31, 2021 | |
Non Recurring Item [Abstract] | |
Non-Recurring Item | NOTE 3 — Non-Recurring Item As a result of the Corona 19 Virus pandemic, Mikab was able to obtain Paycheck Protection Program loans described in the CARES Act in the amount of $351,370 for payroll and other expense reimbursement in 2021 and 2020. Both loans were completely forgiven in 2021. As a result, the full amounts are shown as non-recurring income for gain on debt forgiveness on the Statements of Income and Retained Earnings. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 — Related Party Transactions Brian Weis, the Company’s Chief Operating Officer and his family members own entities which lease premises to AmeriCrew. These are as follows for the year ended December 2021 and year ended 2020: Entity Product 2021 2020 New Jersey Tower Service Inc Services $ 33,767 $ 121,173 Mikab Equipment Sales Inc Equipment 23,836 - 29 Aladdin Avenue Realty, LLC Premises Lease 27,900 48,000 75 Second Street Realty LLC Premises Lease 10,800 9,000 Mikab Realty LLC Premises Lease 10,800 10,800 Mikab Properties LLC Premises Lease 80,978 72,900 See Note 11 for information on related party loans to the Company and associated warrants. |
Leasing Arrangements
Leasing Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Leasing Arrangements [Abstract] | |
Leasing Arrangements | NOTE 5 — Leasing Arrangements Mikab leases a commercial building under a 20 -year lease beginning October 1, 2009 and ending September 30, 2029, payable in monthly installments of $8,998 from Mikab Properties (a related party as described in Note 3). Mikab is required to carry insurance and pay for all needed repairs, maintenance and real estate taxes. The rental amount has been reduced in the last three years to $96,000 in 2021 and $96,000 in 2020 by agreement between the parties. There were oral month-to-month agreements for the three other premises Mikab leases prior to 2021. Beginning in 2021, these three premises are under five-year lease agreements payable in monthly installments of $3,100 to 29 Aladdin Avenue Realty LLC, $1,200 to 75 Second Street Realty LLC and $1,200 to Mikab Realty LLC. Each has a 3% annual increase for the term of the leases. |
Employee Incentive Mortgages
Employee Incentive Mortgages | 12 Months Ended |
Dec. 31, 2021 | |
Employee Incentive Mortgages [Abstract] | |
Employee Incentive Mortgages | NOTE 6 — Employee Incentive Mortgages Several key employees have received loans from Mikab prior to August 2021 in exchange for delivery of notes secured by mortgages on properties the employees own in the amount of $75,000. Prior to August 2021, Mikab forgave these loans. These notes were being amortized over a nineteen-year period with each employee getting a pro rata reduction at the end of each year of service without making payments on the employee’s respective note. The unamortized balances of the notes are $0 and $6,578 on December 31, 2021 and December 31, 2020. |
Stockholders_ Life Insurance
Stockholders’ Life Insurance | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Life Insurance [Abstract] | |
Stockholders’ Life Insurance | NOTE 7 — Stockholders’ Life Insurance Mikab has purchased insurance on the lives of certain former Mikab stockholders. Including AmeriCrew’s Chief Operating Officer. Mikab is both the owner and beneficiary of these policies. The purpose of these policies is to buy back the shares of the stockholder in the event of their death. Mikab also provides whole life insurance to several of the key employees who have been given incentive mortgages as described in Note 6. |
Accounting for Uncertain Tax Po
Accounting for Uncertain Tax Positions | 12 Months Ended |
Dec. 31, 2021 | |
Accounting For Uncertain Tax Positions [Abstract] | |
Accounting for Uncertain Tax Positions | NOTE 8 – Accounting for Uncertain Tax Positions Income Taxes The Company’s Federal and state income tax returns are subject to examination by the Internal Revenue Service and state authorities, generally for a period of three years after they are filed. Currently, there are no open examinations at the federal, state, or local level. However, it is noted the Internal Revenue Service has the authority to examine the tax years where the Company has a net operating loss carryforward. The statute of limitations does not begin until the carryforward is utilized. The earliest net operating loss carryforward is for the period ended December 31, 2017. Therefore, tax years ending 2017 through 2019 are subject to examination by Federal and state taxing authorities. Income Taxes The income tax expense for the years ended December 31, 2021 and 2020 was as follows: December 31, 2021 2020 Current: Federal $ 0 $ 0 State 0 0 International 0 0 Total current 0 0 Deferred: Federal 0 0 State 0 0 000 International 0 0 Total deferred 0 0 Total income tax expense / (benefit) $ 0 $ 0 On December 22, 2017, the enactment of the Tax Cuts and Jobs Act (the “Tax Act”) resulted in significant changes to the U.S. tax code, including a reduction in the maximum federal corporate tax rate from 35% to 21% effective January 1, 2018. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the income at the time of enactment of such a change. The Tax Act also creates a territorial tax system rather than a worldwide system, which generally eliminates the U.S. federal income tax on dividends from foreign subsidiaries. It imposes a new Global Intangible Low Tax Income (“GILTI”). None of the ReKTGlobal, Inc. foreign subsidiaries have foreign earnings subject to the GILTI tax for the current year. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law, which has certain retroactive impacts to net operating losses generated in 2018 and after, as well as a change to the allowable interest deduction amount under 163j. Under the new CARES Act, net operating losses generated in 2021 and 2020 will no longer be subject to the 80% limitation to offset future taxable income and will be available for carryback provisions of up to five years prior to the loss year. The section 163j limitation has been increased from 30% of adjusted taxable income (“ATI”) to 50% of ATI for tax years 2021 and 2020. The 2021 and 2020 income tax provisions do reflect these tax impacts, which do not have a material effect on the income tax provisions or financial statements. The effective tax rate differs from the statutory Federal rate of 21% primarily because of the change in valuation allowance and the uncertainty of realizing a tax benefit from the Company’s NOLs. Based on the income tax provision calculations as of December 31, 2020, the Company does not have NOL carryforwards available to offset future taxable income for Federal tax returns, or state tax returns. The 2017 Federal NOLs expire 20 years after being incurred and begin to expire in 2037. Federal NOLs incurred in 2021 and 2020 do not expire. The primary components of temporary differences are approximately as follows: December 31, 2021 2020 Deferred tax assets: Nonqualified stock options 0 0 Other deferred taxes 0 0 Net operating losses – federal 0 0 Net operating losses – state 0 0 Intangibles – international 0 0 Other deferred taxes – international 0 0 Net operating losses – international 0 0 Total deferred tax assets 0 0 Valuation allowance 0 0 Net deferred tax assets 0 0 Deferred tax liabilities: 0 0 Property and equipment 0 0 Total deferred tax liabilities 0 0 Net deferred tax asset / (liability) $ 0 $ -0 Full valuation allowances have been established for Federal, state and local, and non-US jurisdictions that reduce deferred tax assets to an amount that will, more likely than not, be realized. This determination must be made on a jurisdictional basis at a federal, state, and non-U.S. level. An uncertainty that may affect the realization of these assets is the ability of the Company to generate sufficient taxable income from its operations. The valuation allowance did not for the years ended December 31, 2021 and 2020, respectively. |
Fair Market Value (FMV)
Fair Market Value (FMV) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Market Value (FMV) | NOTE 9 — Fair Market Value (FMV) The carrying amounts reflected in the balance sheet for cash and cash equivalents approximate their respective fair values due to the short maturities of those instruments. These financial statements are required to disclose the methods used to determine the fair value of financial assets and liabilities based on a hierarchy of three levels of input. Level 1 inputs are based on unadjusted market prices within active markets. Level 2 inputs are based on quoted prices for similar assets and liabilities in active or inactive markets. Level 3 inputs would be primarily valued using management assumptions about the assumptions market participants would utilize in pricing the asset or liability. The Company has no financial assets or liabilities requiring fair valuation. The bridge loans carry warrants, however they are immaterial in terms of valuation. |
Loans Payable Related Party--Wa
Loans Payable Related Party--Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Loan Payable Related Party Disclosure [Abstract] | |
Loans Payable Related Party--Warrants | NOTE 10 — Loans Payable Related Party--Warrants As of December 31, 2021 and December 31, 2020 the balances of notes payable related party were $651,649 and $0 respectively. Inclusive of bridge loans ($480,000), Short term loans ($150,000) and accrued interest ($16,035). Bridge Loans bear an annualized of interest rate of 12% through September 1 and 15% thereafter. The Notes payable to related parties are presented net of unamortized discount of $18,353. Individual/Entity Amount of Due Dates Number of David Unger 107,083 July 31, 2022 42,902 Earl Scott 160,600 July 31, 2022 64,282 Brian Weis 31,425 July 31, 2022 12,519 Lender 52,541 July 31, 2022 20,959 New Jersey Tower Inc 150,000 December 31, 2022 90,000 RR Power Leasing, LLC 150,000 December 31, 2022 90,000 Warrants issued to holders of bridge loans were valued at $0.05. The fair value of each warrant is estimated on the date of issuance using the Black Scholes model based on the following inputs: 2021 2020 Stock price $ 1.59 - Exercise (strike) price $ 1.90 - Time to maturity (in years) 5 - Annual Risk Free Rate 2.00 % - Annualized volatility 7.00 % - The warrants had a calculated fair value of $16,033. Using the relative fair value method, resultant debt discount and equity classified Warrant in the amount of $18,353 were recorded. |
Loans Payable Stockholders
Loans Payable Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Loans Payable Stockholders [Abstract] | |
Loans Payable Stockholders | NOTE 11 — Loans Payable Stockholders As of December 31, 2021 and December 31, 2020 the balances of loan payable stockholder were $464,078 and $464,078 respectively. The loan bears no interest until maturity on January 1, 2025. Interest after maturity is 10% per annum until fully repaid. |
Convertible Debt and Warrants
Convertible Debt and Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Debt and Warrants | NOTE 12 – Convertible Debt and Warrants During the fourth quarter of 2021, the Company sold $2,485,000 of senior secured convertible notes (the “Notes”) and five-year warrants (the “Warrants”) to purchase 961,544 shares of the Company’s common stock at an exercise price of $1.9032 per share. It also issued 110,342 Placement Agent Warrants to a Placement Agent which contain similar terms to the Warrants except they are exercisable at $2.0935 per share. Each Note is due two years from the date of issuance. The Notes bear interest at 8% per annum payable quarterly, subject to an increase in case of an event of default as provided for therein, and interest is payable in cash or common stock at the option of each investor. The Notes are convertible into shares of common stock at any time following the date of issuance at the holder’s option at a conversion price of $1.9032 per share, subject to certain adjustments. The conversion price will also be subject to adjustment upon any issuance by the Company of common stock or securities convertible or exercisable into common stock at a price per share that is lower than the conversion price (a “Dilutive Price”), subject to certain exempt issuances, whereupon the conversion price will be adjusted to 80% of the Dilutive Price. Furthermore, at any time after December 31, 2022, we may, after written notice to the noteholders, redeem all of the then outstanding principal amount of the Notes for cash in an amount equal to the sum of 110% of the then outstanding principal amount of the Notes, accrued but unpaid interest and all other amounts due in respect of the Notes (if any). The Notes also contain certain negative covenants including the general inability to borrow funds whether to prepay the Notes or otherwise, although in 2023 we may borrow a sufficient sum to cover the prepayment. The Warrants are exercisable for five-years from the respective dates of issuance at an exercise price of $1.9032 per share, subject to certain adjustments, including adjustment upon any issuance by the Company of common stock or securities convertible or exercisable into common stock at a Dilutive Price in which event the exercise price will be adjusted to 80% of the Dilutive Price, subject to certain exempt issuances. If at any time after the six-month anniversary of the issuance of the Warrants, there is no effective Registration Statement registering, or no current Prospectus available for, the resale of the shares underlying the Warrants, the holders may exercise the Warrants on a net exercise or cashless basis. Our obligations under the Notes are secured by a first priority lien on all of our assets and those of our wholly-owned subsidiaries pursuant to a Security Agreement, dated October 5, 2021 by and among the Company, our wholly-owned subsidiaries, Mikab and Americrew Holdings, LLC, the noteholders, and Westpark Capital, Inc. (“West Park”), as agent for the secured parties. Our obligations under the Notes are also guaranteed by our subsidiaries. The Company and our wholly-owned subsidiary, entered into a Guaranty Agreement, dated October 5, 2021. The Note also contains customary negative covenants prohibiting the Company from certain actions while the Note remains outstanding. Each of the Note and the Warrants contain a 4.99% beneficial ownership limitation pursuant to which neither may be converted or exercised, as applicable, if and to the extent that following such conversion or exercise the holder would beneficially own more than 4.99% of the Company’s outstanding common stock, subject to increase to 9.99% upon 61 days’ prior written notice by the holder. In addition, pursuant to the Securities Purchase Agreement, we entered into Registration Rights Agreements with the purchasers, in which we agreed to file a Registration Statement on Form S-1 with the SEC on or before January 31, 2022, covering the resale of the shares of common stock issuable upon conversion of the Notes and exercise of the Warrants and to have such Registration Statement declared effective within 90 days thereafter. The Warrants are equity classified. On the date of issuance, the warrants had a fair value of $65,284 and relative fair value of $75,824.33. Amortization of debt discount in the period of $2,557 was recorded in the year ended December 31, 2021. Convertible notes are presented net of unamortized debt discount in the amount of $73,268. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Equity | NOTE 13 — Equity Common Stock AmeriCrew has 75,000,000, shares of authorized common stock, par value $0.001 per share. On September 15, 2020, the Company issued 180,000 shares of $0.000001 par value common stock to Custodian Ventures, LLC in return for a reduction of $5,000 of the interest-free demand loans issued to the Company by Custodian Ventures, LLC. Due to the thinly traded nature of the Company’s common stock trading under the symbol “PHBR”, these shares were valued at $5,000. Custodian Ventures no longer owns shares as of December 31, 2021. Preferred Stock AmeriCrew has authorized 10,000,000 shares of preferred stock (the “Preferred Stock”), none of which is currently outstanding. As of December 31, 2021, and December 31, 2020, there were 0 and 10,000,000 shares outstanding, respectively of the Company’s Preferred Stock. Each share of the Company’s Preferred Stock was convertible to common stock at a ratio of 500 to 1. On October 5, 2020, the Company issued 10,000,000 shares of Preferred Stock to Custodian Ventures, LLC in return for a reduction of $10,000 of related party debt that had been extended to the Company. These shares were valued at $231,132. On December 21, 2021, all outstanding Preferred Stock automatically converted to common stock. Change of Control Effective December 9, 2020, DR Shell LLC, a Delaware limited liability company purchased from Custodian Ventures LLC, 180,000 shares of the common stock of the Company, representing approximately 62% of the outstanding common stock of the Company, and (ii) 10,000,000 shares of Preferred Stock of the Company for a total purchase price of $245,000 in cash. This transaction had no impact on the Company’s financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 — Subsequent Events The Company PPP loan received was subsequently forgiven. On January 11, 2022, The Company’s Board of directors distributed the same amount forgiven to legacy Mikab stockholders (those stockholders prior to the date of the acquisition of Mikab). In addition, on January 11, 2022 the Company ratified the action of Mikab in distributing to its legacy stockholders the proceeds of $223,697 in accounts receivable for work performed by Mikab prior to the acquisition. These former Mikab stockholders included Brian Weis, the Company’s Chief Operating Officer and a director, and David Hauck, former Vice President of Mikab and a 9.4% stockholder. On January 11, 2022, the Company extended related party debt and issued the lenders a total of 320,662 five-year bridge warrants exercisable at $1.9032 per share, subject to adjustment. In addition to 12% per annum interest, a total of $351,469 is due on or before July 31, 2022. The Company owed another related party $300,000 which was due December 31, 2022, of which $44,000 was paid by the due date. The balance is still outstanding. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of the Business | Nature of the Business AmeriCrew, Inc. (AmeriCrew” or the “Company”) and Mikab, Corporation (“Mikab”) are each service companies engaged in the business of building a national infrastructure involving the installation of rural wireless telecommunication cables, upgrading wireless communications towers and other above-ground infrastructure and going forward providing planning, installation, maintenance and upgrade services with respect to electronic vehicle (EV) charging stations. 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 the Company’s workforce is staffed through a unique in-house program through which the Company hires and trains military veterans to provide construction and maintenance services to customers. The Company’s 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, 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 the in-house training program to support the services that the Company provides. The Company’s operations (determined based on revenue) are predominantly focused on its telecommunications infrastructure services business, and in the geographic area of New Jersey and Eastern Pennsylvania. |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The Company entered into a Share Exchange Agreement (the “SPA”) effective as of August 12, 2021 with Mikab and its stockholders. On August 12, 2021, the Company completed the acquisition of all of the issued and outstanding stock of Mikab and Mikab became a wholly owned subsidiary of the Company. At the closing the Company delivered to the former Mikab Shareholders a 94.6% of the equity of The Company. Under guidance of ASU 805-10-55-11 thru 15 Mikab has been identified as the acquirer for accounting purposes. From an accounting perspective, the financial statements of the combined entity represent a continuation of the financial statements of the accounting acquirer/legal acquiree. As such, the historical cost bases of assets and liabilities of the acquiring entity (the accounting acquirer/legal acquiree) are maintained in the consolidated financial statements of the merged company and the assets and liabilities (if any) of the acquired entity (the legal acquirer) are accounted for under the acquisition method. Results of operations of the acquired entity (the legal acquirer) are included in the financial statements of the combined company only from the acquisition date. |
Going concern | Going concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans from related parties. The Company has $301,596 in cash on hand as of April 12, 2022. The Company owes $256,000 to its former principal stockholder which was due December 30, 2021; it also owes $351,649 of bridge notes due on July 31, 2022, and the balance of $300,000 due on December 31, 2022. The Company will need to raise additional capital to fund its operations for the next 12 months and to repay its short-term debt and the convertible promissory notes. The $2,485,000 of the senior secured promissory notes mature between October-December 30, 2023. In addition, the Company owes $464,078 to the estate of a family member of its Chief Operating Officer which is due January 1, 2025, and $256,000 to its 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. The Company is reliant upon completing one or more securities offerings in the future to continue its operations as planned and to meet its financial obligations. Because it was only able to raise $2,465,000 of the up to $15,000,000 sought in its recent private placement offerings which closed as of December 31, 2021, the Company will require additional capital to meet its financial obligations 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 its growth objectives, and it will therefore require additional capital in order to execute our business plan. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
COVID-19 Pandemic and General Economic Conditions | COVID-19 Pandemic and General Economic Conditions The COVID-19 pandemic has disrupted business activities and global economic conditions throughout 2020 and 2021, and has negatively affected the Company’s operations during the same period, including from reduced crew productivity due to mitigation measures, the health and availability of work crews or other key personnel and subcontractors; supply chain disruptions; delayed project start dates; and lost productivity from governmental permitting approval delays, project shutdowns and/or cancellations, among other factors. While the adverse effects of the COVID-19 pandemic have partially subsided, its effects vary by region, and uncertainties arising from the COVID-19 pandemic could continue to disrupt economic conditions and business activities, particularly as new variants of COVID-19 arise. The extent to which the COVID-19 pandemic, including the recent and emerging variants, could affect the Company’s business, operations and financial results is uncertain as it will depend upon numerous evolving factors that management may not be able to accurately predict. The acceptance and effectiveness of vaccines and treatments, along with the length and extent of any continuing economic and market disruptions are unknown, and therefore, any future impacts on the Company’s business, financial condition and/or results of operations cannot be quantified or predicted with specificity. The Company believes that it has taken appropriate steps to mitigate the effects of the COVID-19 pandemic on its business, and the Company’s business model has, thus far, proven resilient. Management continues to adapt to the changing operational and economic environment that has resulted from the COVID-19 pandemic. The Company’s top priority has been to take appropriate actions to protect the health and safety of its employees, customers and business partners, and it continues to monitor evolving health guidelines and respond to changes as appropriate. Notwithstanding moderation of the COVID-19 pandemic and related governmental and other restrictions, the Company may continue to experience negative effects on its business and operations from possible longer-term changes in consumer and customer behavior and/or from negative economic conditions, including recent inflationary effects, supply chain disruptions, including limited availability of products, and rising interest rates. Several relief measures have been enacted in response to the effects of the COVID-19 pandemic, including the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and the Coronavirus Response and Relief Supplemental Appropriations Act (the “Coronavirus Relief Act”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include two other related entities controlled by AmeriCrew, Mikab Corporation and AmeriCrew CE Services, LLC. These companies are the operating units of AmeriCrew and generate all of the revenues for AmeriCrew. AmeriCrew CE Services, LLC was formed on March 29, 2021 as a subsidiary of Mikab. All intercompany transactions are eliminated in consolidation. |
Significant Accounting Policies | Significant Accounting Policies The following is a summary of significant accounting policies followed in the preparation of the accompanying consolidated financial statements. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On December 31, 2021, and December 31, 2020, AmeriCrew’s cash equivalents totalled $721,452 and $863,81297 respectively. AmeriCrew maintains demand deposit checking accounts and a money market account at Chase Commercial and TD Bank. At times during the year, AmeriCrew’s cash balance exceeded the FDIC and SPIC insured limits. |
Accounts Receivable and Allowance for Uncollected Amounts | Accounts Receivable and Allowance for Uncollected Amounts Accounts receivable are stated at their full collectible value less an allowance for doubtful accounts for any receivables over six months old from the balance sheet date. The Company reviews all receivables prior to the year end and all uncollectible amounts are written off against income. The Company expects to collect all the receivables shown on the balances sheet. December 31, December 31, Accounts Receivable – Total $ 1,491,860 $ 501,538 Less: Allowance for Doubtful Accounts (39,300 ) (14,300 ) Accounts Receivable – Net 1,452,360 487,238 |
Revenue Recognition | Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) 606 — Revenue from Contracts with Customers (“ASC 606”) as of January 1, 2019 using the modified retrospective method. This method allows the Company to apply ASC 606 to new contracts entered into after January 1, 2019, and to its existing contracts for which revenue earned through December 31, 2018 has been recognized under the guidance in effect prior to the effective date of ASC 606. The revenue recognition processes the Company applied prior to the adoption of ASC 606 align with the recognition and measurement guidance of the new standard, therefore adoption of ASC 606 did not require a cumulative adjustment to opening equity in 2019. Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied, and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identifies the contracts with a customer; (ii) identifies the performance obligations within the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when, or as, the Company satisfies each performance obligation. Customers are billed as work is completed and accepted. Extended contracts are billed in segments as completed. The amount of unbilled work in process at the end of a period is immaterial to the financial statements taken as a whole. If a contract has been completed and accepted but not billed at the end of the year, the contract price is accrued as sales in the year completed. |
Depreciation | Depreciation Fixed assets are carried at cost. Depreciation of the fixed assets is calculated on the straight-line method over estimated useful lives of 5-15 years. Fixed Assets December 31, December 31, Trucks and Automobiles $ 785,332 $ 785,332 Equipment 293,543 431,355 Improvements 381,300 381,300 Total Cost 1,460,174 1,597,986 Less: Accumulated Depreciation (1,355,576 ) (1,460,125 ) Fixed Assets – Book Value 104,598 137,861 |
(Loss) Earnings per share | (Loss) Earnings per share We compute basic earnings (loss) per common share by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. We compute diluted earnings (loss) per common share by dividing net income (loss) available to common shareholders by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, (2) the dilutive effect of the assumed exercise of warrants, and (3) the dilutive effect of other potentially dilutive securities. We exclude the potential dilutive effect of warrants and convertible instruments from the determination of diluted earnings (loss) per common share if the effect of including them would be antidilutive. |
Convertible debt | Convertible debt For convertible debt instruments, we consider whether the debt note represents a host contract and an option to convert into the shares (i.e., an embedded conversion option) commonly referred to as a hybrid instrument. Embedded conversion options are bifurcated from the host contract and accounted for at fair value if (1) the economic characteristics and risks of the embedded conversion option are not clearly and closely related to the economic characteristics and risks of the host contract, (2) the hybrid instrument that includes both the host and the embedded conversion option is not remeasured at fair value with changes reported in earnings each reporting period, and (3) a separate instrument with the same terms as the embedded conversion option would be a derivative instrument. We then consider whether the embedded conversion option meets the ASC 815-10-15-74 scope exception. For dilutive earnings per share calculation, we consider that, in periods of net loss, the application of the if-converted method to convertible securities could be anti-dilutive. |
Income Tax Status | Income Tax Status Mikab was previously a subchapter S corporation until the share exchange on August 12, 2021, when Mikab’s Subchapter S election was terminated. As of that date forward the Company will be treated as a taxable C corporation. Separate short year tax returns for S and C Corporations will be required to be filed for 2021. |
Accounting for Uncertain Tax Positions | Accounting for Uncertain Tax Positions The Company evaluates all significant tax positions. As of December 31, 2021, the Company does not believe that it has any significant tax positions that would result in additional tax liability to the stockholders of the Company, nor does it believe that there are any tax benefits that would increase or decrease within the next twelve months. The Company’s income tax returns are subject to examination by appropriate taxing authorities. As of December 31, 2021, the Company’s federal and state income tax returns generally remain open for the last three years. |
Major Customers | Major Customers The Company had four major customers that accounted for 77% of its total sales for the year ended December 31, 2021. Three major customers accounted for 84% of the Company’s total sales for the year ended December 30, 2020. |
New Accounting Standards (Pending Adoption) | New Accounting Standards (Pending Adoption) Leases (ASU 2016-02) In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases-Topic 842, which has been codified in ASC 842, Leases. Under this new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases): 1) a lease liability equal to the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and 2) a right-of-use asset which will represent the lessee’s right to use, or control the use of, a specified asset for the lease term. As Mikab was a non-public entity, this standard is effective for AmeriCrew annual reporting period beginning after Dec 15, 2021 enacted through ASU 2016-02. The new standard requires a modified retrospective basis. ASU 2016-02, which the Company adopted during the first quarter of 2022, resulted in the recording of a right of use asset and operating lease liability in the amounts of $209,834 and $209,834 respectively, on the Company’s consolidated financial statements. |
Business, Basis of Presentati_2
Business, Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of accounts receivables net | December 31, December 31, Accounts Receivable – Total $ 1,491,860 $ 501,538 Less: Allowance for Doubtful Accounts (39,300 ) (14,300 ) Accounts Receivable – Net 1,452,360 487,238 |
Schedule of depreciation of the fixed assets is calculated on the straight-line method over estimated useful lives | Fixed Assets December 31, December 31, Trucks and Automobiles $ 785,332 $ 785,332 Equipment 293,543 431,355 Improvements 381,300 381,300 Total Cost 1,460,174 1,597,986 Less: Accumulated Depreciation (1,355,576 ) (1,460,125 ) Fixed Assets – Book Value 104,598 137,861 |
(Loss) earnings per share (Tabl
(Loss) earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and dilutive earnings (loss) per common share | 2021 2020 Numerator: Net income (loss) $ (1, 889,214 ) $ 418,917 Net (loss) income attributable to common shareholders (1, 889,214 ) 418,917 Denominator: Basic weighted average common shares outstanding 1,943,735 141,644 Basic (loss) earnings per common share (0.97 ) 2.96 Diluted: Weighted average common shares outstanding 1,943,735 141,644 Effect of potentially dilutive common stock equivalents - - Diluted weighted-average common shares outstanding 1,943,735 141,644 Diluted (loss) earnings per common share (0.97 ) 2.96 |
Schedule of diluted and anti-dilutive securities (loss) earnings per share | 2021 2020 Convertible senior debt 154,259 - Outstanding warrants on common stock, senior debt 154,259 - Total 308,518 - 2021 2020 Convertible senior debt 154,259 - Outstanding warrants on common stock, senior debt 154,259 - Total 308,518 - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of sell goods and services and lease premises | Entity Product 2021 2020 New Jersey Tower Service Inc Services $ 33,767 $ 121,173 Mikab Equipment Sales Inc Equipment 23,836 - 29 Aladdin Avenue Realty, LLC Premises Lease 27,900 48,000 75 Second Street Realty LLC Premises Lease 10,800 9,000 Mikab Realty LLC Premises Lease 10,800 10,800 Mikab Properties LLC Premises Lease 80,978 72,900 See Note 11 for information on related party loans to the Company and associated warrants. |
Accounting for Uncertain Tax _2
Accounting for Uncertain Tax Positions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting For Uncertain Tax Positions [Abstract] | |
Schedule of income tax expense | December 31, 2021 2020 Current: Federal $ 0 $ 0 State 0 0 International 0 0 Total current 0 0 Deferred: Federal 0 0 State 0 0 000 International 0 0 Total deferred 0 0 Total income tax expense / (benefit) $ 0 $ 0 |
Schedule of deferred tax assets and liability | December 31, 2021 2020 Deferred tax assets: Nonqualified stock options 0 0 Other deferred taxes 0 0 Net operating losses – federal 0 0 Net operating losses – state 0 0 Intangibles – international 0 0 Other deferred taxes – international 0 0 Net operating losses – international 0 0 Total deferred tax assets 0 0 Valuation allowance 0 0 Net deferred tax assets 0 0 Deferred tax liabilities: 0 0 Property and equipment 0 0 Total deferred tax liabilities 0 0 Net deferred tax asset / (liability) $ 0 $ -0 |
Loans Payable Related Party--_2
Loans Payable Related Party--Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Loan Payable Related Party Disclosure [Abstract] | |
Schedule of notes payable to related parties | Individual/Entity Amount of Due Dates Number of David Unger 107,083 July 31, 2022 42,902 Earl Scott 160,600 July 31, 2022 64,282 Brian Weis 31,425 July 31, 2022 12,519 Lender 52,541 July 31, 2022 20,959 New Jersey Tower Inc 150,000 December 31, 2022 90,000 RR Power Leasing, LLC 150,000 December 31, 2022 90,000 |
Schedule of Black Scholes model based | 2021 2020 Stock price $ 1.59 - Exercise (strike) price $ 1.90 - Time to maturity (in years) 5 - Annual Risk Free Rate 2.00 % - Annualized volatility 7.00 % - |
Business, Basis of Presentati_3
Business, Basis of Presentation and Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Apr. 12, 2022 | Aug. 12, 2021 | Dec. 31, 2020 | |
Business, Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | ||||
Equity percentage | 94.60% | |||
Former principal stockholder due on December 30, 2021 | $ 256,000 | |||
Owes bridge notes due on July 31, 2022 | 351,649 | |||
Balance amount due on December 31, 2022 | 300,000 | |||
Owes to estate of a family due on January 1, 2025 | 464,078 | |||
Former principal stockholder | 256,000 | |||
Amount of estimated need | 7,000,000 | |||
Cash equivalents | $ 721,452 | $ 863 | ||
Major customers transaction description | The Company had four major customers that accounted for 77% of its total sales for the year ended December 31, 2021. Three major customers accounted for 84% of the Company’s total sales for the year ended December 30, 2020. | |||
Right of use asset | $ 209,834 | |||
Operating lease liability | 209,834 | |||
Minimum [Member] | ||||
Business, Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | ||||
Private placement offerings | $ 2,465,000 | |||
Estimated useful lives | 5 | |||
Maximum [Member] | ||||
Business, Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | ||||
Private placement offerings | $ 15,000,000 | |||
Estimated useful lives | 15 years | |||
Senior Secured Promissory Notes [Member] | ||||
Business, Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | ||||
Senior secured debt mature on October-December 30, 2023 | $ 2,485,000 | |||
Subsequent Event [Member] | ||||
Business, Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | ||||
Cash on hand | $ 301,596 |
Business, Basis of Presentati_4
Business, Basis of Presentation and Significant Accounting Policies (Details) - Schedule of accounts receivables net - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accounts receivables net [Abstract] | ||
Accounts Receivable – Total | $ 1,491,860 | $ 501,538 |
Less: Allowance for Doubtful Accounts | (39,300) | (14,300) |
Accounts Receivable – Net | $ 1,452,360 | $ 487,238 |
Business, Basis of Presentati_5
Business, Basis of Presentation and Significant Accounting Policies (Details) - Schedule of depreciation of the fixed assets is calculated on the straight-line method over estimated useful lives - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Business, Basis of Presentation and Significant Accounting Policies (Details) - Schedule of depreciation of the fixed assets is calculated on the straight-line method over estimated useful lives [Line Items] | ||
Total Cost | $ 1,460,174 | $ 1,597,986 |
Less: Accumulated Depreciation | (1,355,576) | (1,460,125) |
Fixed Assets – Book Value | 104,598 | 137,861 |
Trucks and Automobiles [Member] | ||
Business, Basis of Presentation and Significant Accounting Policies (Details) - Schedule of depreciation of the fixed assets is calculated on the straight-line method over estimated useful lives [Line Items] | ||
Total Cost | 785,332 | 785,332 |
Equipment [Member] | ||
Business, Basis of Presentation and Significant Accounting Policies (Details) - Schedule of depreciation of the fixed assets is calculated on the straight-line method over estimated useful lives [Line Items] | ||
Total Cost | 293,543 | 431,355 |
Improvements [Member] | ||
Business, Basis of Presentation and Significant Accounting Policies (Details) - Schedule of depreciation of the fixed assets is calculated on the straight-line method over estimated useful lives [Line Items] | ||
Total Cost | $ 381,300 | $ 381,300 |
(Loss) earnings per share (Deta
(Loss) earnings per share (Details) - Schedule of basic and dilutive earnings (loss) per common share - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net income (loss) (in Dollars) | $ (1,889,214) | $ 418,917 |
Net (loss) income attributable to common shareholders (in Dollars) | $ (1,889,214) | $ 418,917 |
Denominator: | ||
Basic weighted average common shares outstanding | 1,943,735 | 141,644 |
Basic (loss) earnings per common share (in Dollars per share) | $ (0.97) | $ 2.96 |
Diluted: | ||
Weighted average common shares outstanding | 1,943,735 | 141,644 |
Effect of potentially dilutive common stock equivalents | ||
Diluted weighted-average common shares outstanding | 1,943,735 | 141,644 |
Diluted (loss) earnings per common share (in Dollars per share) | $ (0.97) | $ 2.96 |
(Loss) earnings per share (De_2
(Loss) earnings per share (Details) - Schedule of diluted and anti-dilutive securities (loss) earnings per share - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Convertible senior debt | $ 154,259 | |
Outstanding warrants on common stock, senior debt | 154,259 | |
Total | 308,518 | |
Anti-dilutive securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Convertible senior debt | 154,259 | |
Outstanding warrants on common stock, senior debt | 154,259 | |
Total | $ 308,518 |
Non-Recurring Item (Details)
Non-Recurring Item (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Non Recurring Item [Abstract] | ||
Payroll other expenses | $ 351,370 | $ 351,370 |
Related Party Transactions (Det
Related Party Transactions (Details) - Schedule of sell goods and services and lease premises - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
New Jersey Tower Service Inc [Member] | ||
Variable Interest Entity [Line Items] | ||
Services | $ 33,767 | $ 121,173 |
Mikab Equipment Sales Inc [Member] | ||
Variable Interest Entity [Line Items] | ||
Equipment | 23,836 | |
29 Aladdin Avenue Realty LLC [Member] | ||
Variable Interest Entity [Line Items] | ||
Premises Lease | 27,900 | 48,000 |
75 Second Street Realty LLC [Member] | ||
Variable Interest Entity [Line Items] | ||
Premises Lease | 10,800 | 9,000 |
Mikab Realty LLC [Member] | ||
Variable Interest Entity [Line Items] | ||
Premises Lease | 10,800 | 10,800 |
Mikab Properties LLC [Member] | ||
Variable Interest Entity [Line Items] | ||
Premises Lease | $ 80,978 | $ 72,900 |
Leasing Arrangements (Details)
Leasing Arrangements (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Leasing Arrangements [Abstract] | |
Leasing arrangements description | Mikab leases a commercial building under a 20 -year lease beginning October 1, 2009 and ending September 30, 2029, payable in monthly installments of $8,998 from Mikab Properties (a related party as described in Note 3). Mikab is required to carry insurance and pay for all needed repairs, maintenance and real estate taxes. The rental amount has been reduced in the last three years to $96,000 in 2021 and $96,000 in 2020 by agreement between the parties. There were oral month-to-month agreements for the three other premises Mikab leases prior to 2021. Beginning in 2021, these three premises are under five-year lease agreements payable in monthly installments of $3,100 to 29 Aladdin Avenue Realty LLC, $1,200 to 75 Second Street Realty LLC and $1,200 to Mikab Realty LLC. Each has a 3% annual increase for the term of the leases. |
Employee Incentive Mortgages (D
Employee Incentive Mortgages (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Incentive Mortgages [Abstract] | ||
Mortgages amount | $ 75,000 | |
Unamortized balances of mortgages | $ 0 | $ 6,578 |
Accounting for Uncertain Tax _3
Accounting for Uncertain Tax Positions (Details) | 1 Months Ended | 12 Months Ended | |
Mar. 27, 2020 | Dec. 22, 2017 | Dec. 31, 2021 | |
Accounting for Uncertain Tax Positions (Details) [Line Items] | |||
Tax benefit percentage | 50.00% | ||
Income tax returns generally | 3 years | ||
Net operating losses, description | the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law, which has certain retroactive impacts to net operating losses generated in 2018 and after, as well as a change to the allowable interest deduction amount under 163j. Under the new CARES Act, net operating losses generated in 2021 and 2020 will no longer be subject to the 80% limitation to offset future taxable income and will be available for carryback provisions of up to five years prior to the loss year. The section 163j limitation has been increased from 30% of adjusted taxable income (“ATI”) to 50% of ATI for tax years 2021 and 2020. The 2021 and 2020 income tax provisions do reflect these tax impacts, which do not have a material effect on the income tax provisions or financial statements. | ||
Statutory federal rate | 21.00% | ||
Federal NOL expire, description | The 2017 Federal NOLs expire 20 years after being incurred and begin to expire in 2037. Federal NOLs incurred in 2021 and 2020 do not expire. | ||
Maximum [Member] | |||
Accounting for Uncertain Tax Positions (Details) [Line Items] | |||
Federal corporate tax rate | 35.00% | ||
Minimum [Member] | |||
Accounting for Uncertain Tax Positions (Details) [Line Items] | |||
Federal corporate tax rate | 21.00% |
Accounting for Uncertain Tax _4
Accounting for Uncertain Tax Positions (Details) - Schedule of income tax expense - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
International | 0 | 0 |
Total current | 0 | 0 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
International | 0 | 0 |
Total deferred | 0 | 0 |
Total income tax expense / (benefit) | $ 0 | $ 0 |
Accounting for Uncertain Tax _5
Accounting for Uncertain Tax Positions (Details) - Schedule of deferred tax assets and liability - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Nonqualified stock options | $ 0 | $ 0 |
Other deferred taxes | 0 | 0 |
Net operating losses – federal | 0 | 0 |
Net operating losses – state | 0 | 0 |
Intangibles – international | 0 | 0 |
Other deferred taxes – international | 0 | 0 |
Net operating losses – international | 0 | 0 |
Total deferred tax assets | 0 | 0 |
Valuation allowance | 0 | 0 |
Net deferred tax assets | 0 | 0 |
Deferred tax liabilities: | 0 | 0 |
Property and equipment | 0 | 0 |
Total deferred tax liabilities | 0 | 0 |
Net deferred tax asset / (liability) | $ 0 | $ 0 |
Loans Payable Related Party--_3
Loans Payable Related Party--Warrants (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loan Payable Related Party Disclosure [Abstract] | ||
Notes payable related party | $ 651,649 | $ 0 |
Bridge loans | 480,000 | |
Short term loans | 150,000 | |
Accrued interest | $ 16,035 | |
Bridge loans, description | Bridge Loans bear an annualized of interest rate of 12% through September 1 and 15% thereafter. | |
Unamortized discount | $ 18,353 | |
Warrants issued (in Dollars per share) | $ 0.05 | |
Long-Term Debt, Fair Value | $ 16,033 | |
Debt discount and equity | $ 18,353 |
Loans Payable Related Party--_4
Loans Payable Related Party--Warrants (Details) - Schedule of notes payable to related parties | 12 Months Ended |
Dec. 31, 2021USD ($) | |
David Unger [Member] | |
Loans Payable Related Party--Warrants (Details) - Schedule of notes payable to related parties [Line Items] | |
Amount of Note | $ 107,083 |
Due Dates | Jul. 31, 2022 |
Number of Warrants | $ 42,902 |
Earl Scott [Member] | |
Loans Payable Related Party--Warrants (Details) - Schedule of notes payable to related parties [Line Items] | |
Amount of Note | $ 160,600 |
Due Dates | Jul. 31, 2022 |
Number of Warrants | $ 64,282 |
Brian Weis [Member] | |
Loans Payable Related Party--Warrants (Details) - Schedule of notes payable to related parties [Line Items] | |
Amount of Note | $ 31,425 |
Due Dates | Jul. 31, 2022 |
Number of Warrants | $ 12,519 |
Lender [Member] | |
Loans Payable Related Party--Warrants (Details) - Schedule of notes payable to related parties [Line Items] | |
Amount of Note | $ 52,541 |
Due Dates | Jul. 31, 2022 |
Number of Warrants | $ 20,959 |
New Jersey Tower Inc [Member] | |
Loans Payable Related Party--Warrants (Details) - Schedule of notes payable to related parties [Line Items] | |
Amount of Note | $ 150,000 |
Due Dates | Dec. 31, 2022 |
Number of Warrants | $ 90,000 |
RR Power Leasing, LLC [Member] | |
Loans Payable Related Party--Warrants (Details) - Schedule of notes payable to related parties [Line Items] | |
Amount of Note | $ 150,000 |
Due Dates | Dec. 31, 2022 |
Number of Warrants | $ 90,000 |
Loans Payable Related Party--_5
Loans Payable Related Party--Warrants (Details) - Schedule of Black Scholes model based - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Black Scholes model based [Abstract] | ||
Stock price | $ 1.59 | |
Exercise (strike) price | $ 1.9 | |
Time to maturity (in years) | 5 years | |
Annual Risk Free Rate | 2.00% | |
Annualized volatility | 7.00% |
Loans Payable Stockholders (Det
Loans Payable Stockholders (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loans Payable Stockholders [Abstract] | ||
Loan payable | $ 464,078 | $ 464,078 |
Loan bears no interest until maturity description | The loan bears no interest until maturity on January 1, 2025. Interest after maturity is 10% per annum until fully repaid. |
Convertible Debt and Warrants (
Convertible Debt and Warrants (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Convertible Debt and Warrants (Details) [Line Items] | |
Exercise price per share (in Dollars per share) | $ / shares | $ 1.9032 |
Issued placement agent warrants (in Shares) | shares | 110,342 |
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 2.0935 |
Bear interest percentage | 8.00% |
Conversion price (in Dollars per share) | $ / shares | $ 1.9032 |
Conversion price percentage | 80.00% |
Outstanding principal amount percentage | 110.00% |
Exercise price per share (in Dollars per share) | $ / shares | $ 1.9032 |
Exercise price percentage | 80.00% |
Beneficial ownership percentage | 4.99% |
Fair value (in Dollars) | $ 65,284 |
Amortization of Debt Discount (in Dollars) | 2,557 |
Unamortized debt discount (in Dollars) | $ 73,268 |
Warrant [Member] | |
Convertible Debt and Warrants (Details) [Line Items] | |
Shares purchased (in Shares) | shares | 961,544 |
Relative fair value (in Dollars) | $ 75,824.33 |
Minimum [Member] | |
Convertible Debt and Warrants (Details) [Line Items] | |
Outstanding common stock percentage | 4.99% |
Maximum [Member] | |
Convertible Debt and Warrants (Details) [Line Items] | |
Outstanding common stock percentage | 9.99% |
Senior Secured Convertible Notes [Member] | |
Convertible Debt and Warrants (Details) [Line Items] | |
Sale of convertible notes (in Dollars) | $ 2,485,000 |
Equity (Details)
Equity (Details) - USD ($) | Dec. 09, 2020 | Oct. 05, 2020 | Sep. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Equity (Details) [Line Items] | |||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, shares outstanding | 0 | 3,094,000 | |||
Common Stock [Member] | |||||
Equity (Details) [Line Items] | |||||
Issuance of preferred stock | 15,474,084 | ||||
Reduction of related party debt (in Dollars) | $ 15,474 | ||||
Description of purchase price | DR Shell LLC, a Delaware limited liability company purchased from Custodian Ventures LLC, 180,000 shares of the common stock of the Company, representing approximately 62% of the outstanding common stock of the Company, and (ii) 10,000,000 shares of Preferred Stock of the Company for a total purchase price of $245,000 in cash. This transaction had no impact on the Company’s financial statements. | ||||
Preferred Stock [Member] | |||||
Equity (Details) [Line Items] | |||||
Preferred stock, shares authorized | 10,000,000 | ||||
Preferred stock, shares outstanding | 0 | 10,000,000 | |||
Description of conversion of shares | Each share of the Company’s Preferred Stock was convertible to common stock at a ratio of 500 to 1. | ||||
Issuance of preferred stock | (3,094,000) | ||||
Reduction of related party debt (in Dollars) | $ (3,094) | ||||
Custodian Ventures, LLC [Member] | Common Stock [Member] | |||||
Equity (Details) [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ 0.000001 | ||||
Issuance of common stock shares | 180,000 | ||||
Interest-free demand loans issued (in Dollars) | $ 5,000 | ||||
Trading value (in Dollars) | $ 5,000 | ||||
Custodian Ventures, LLC [Member] | Preferred Stock [Member] | |||||
Equity (Details) [Line Items] | |||||
Issuance of preferred stock | 10,000,000 | ||||
Reduction of related party debt (in Dollars) | $ 10,000 | ||||
Shares value (in Dollars) | $ 231,132 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Jan. 11, 2022USD ($) |
Subsequent Events (Details) [Line Items] | |
Accounts receivable | $ 223,697 |
Stockholder percentage | 9.40% |
Subsequent event, description | the Company extended related party debt and issued the lenders a total of 320,662 five-year bridge warrants exercisable at $1.9032 per share, subject to adjustment. In addition to 12% per annum interest, a total of $351,469 is due on or before July 31, 2022. The Company owed another related party $300,000 which was due December 31, 2022, of which $44,000 was paid by the due date. The balance is still outstanding. |