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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to AmeriCrew Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-56176 AmeriCrew, Inc. (Exact name of registrant as specified in its char |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: Commission File Number: 000-56176 AMERICREW, INC |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56176 CUSIP NUMBER 030617 104 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi |
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| August 1, 2023 |
INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| July 21, 2023 |
PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| July 18, 2023 |
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (including all schedules, exhibits and appendices attached or otherwise identified therewith, as amended, modified or restated from time to time, this “Agreement”) dated as of May 18, 2023 (the “Effective Date”), is between (a) THERMO COMMUNICATIONS FUNDING, LLC, a Delaware limited liability company (together with its succes |
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| July 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 AmeriCrew Inc. (Exact name of registrant as specified in its charter) Delaware 333-174581 87-3422241 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employe |
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| July 18, 2023 |
LIMITED RECOURSE GUARANTY May 18, 2023 (the “Effective Date”) EXHIBIT 10.3 LIMITED RECOURSE GUARANTY May 18, 2023 (the “Effective Date”) FOR VALUE RECEIVED and in consideration of the Loan and Security Agreement granted to AMERICREW, INC., a Delaware Corporation and MIKAB CORPORATION, a New Jersey Corporation (“Debtors” or “Seller”), by THERMO COMMUNICATIONS FUNDING LLC, a Delaware limited liability company (“Lender” or “Buyer”), Brian Weis, an individual re |
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| July 18, 2023 |
EXHIBIT 10.2 PROMISSORY NOTE $2,000,000.00 May 18, 2023 FOR VALUE RECEIVED, AMERICREW, INC., a Delaware Corporation and MIKAB CORPORATION, a New Jersey Corporation, (may hereinafter be referred to individually as a “Borrower” and all may hereinafter be referred to collectively as the “Borrowers”), unconditionally promise to pay to the order of THERMO COMMUNICATIONS FUNDING, LLC, a Delaware limited |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 AmeriCrew Inc. (Exact name of registrant as specified in its charter) Delaware 333-174581 87-3422241 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employe |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56176 CUSIP NUMBER 030617 104 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: Commission File Number: 000-56176 AMERICREW, IN |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: Commission File Number: 000-56176 AMERICREW, |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/TA (Amendment No. 3) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from January 1, 2022, to September 30, 2022 Commission file number 000-56176 Americrew Inc. ( |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/TA (Amendment No. 2) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from January 1, 2022, to September 30, 2022 Commission file number 000-56176 Americrew Inc. ( |
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| February 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56176 CUSIP NUMBER 030617 104 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr |
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| February 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KT/A ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from January 1, 2022, to September 30, 2022 Commission File Number: 000-56176 Americrew Inc. (Exact name of reg |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KT ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from January 1, 2022 to September 30, 2022 Commission File Number: 000-56176 Americrew Inc. (Exact name of regist |
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| January 3, 2023 |
NT 10-K 1 acrunt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56176 CUSIP NUMBER 030617 104 ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q (Check one): ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☒ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Tr |
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| December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56176 CUSIP NUMBER 030617 104 ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q (Check one): ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? T |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 AmeriCrew Inc. (Exact name of registrant as specified in its charter) Delaware 333-174581 33-148545 (State or Other Jurisdiction (Commission File Number) (I.R.S. Emp |
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| December 19, 2022 |
Americrew Inc., 2022 Equity Incentive Plan EXHIBIT 10.1 AMERICREW INC. 2022 EQUITY INCENTIVE PLAN 1. Scope of Plan; Definitions. (a) This 2022 Equity Incentive Plan (the ?Plan?) is intended to advance the interests of AmeriCrew Inc. (the ?Company?) and its Related Corporations by enhancing the ability of the Company to attract and retain qualified employees, consultants, Officers and directors, by creating incentives and rewards for their |
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| November 7, 2022 |
AmeriCrew Inc. 21 Omaha Street Dumont, New Jersey 07628 (201) 378-7700 November 7, 2022 AmeriCrew Inc. 21 Omaha Street Dumont, New Jersey 07628 (201) 378-7700 November 7, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Re: AmeriCrew Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed April 15, 2022 Form 10-Q for the Quarterly Period Ended June 30, 2022 Filed August 22, 2022 File No. 000-56176 Ladies a |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: Commission file number 000-56176 AMERICREW, INC. (Exact name of |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56176 Americ |
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| November 3, 2022 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 AmeriCrew Inc. (Exact name of registrant as specified in its charter) Delaware 333-174581 33-148545 (State or Other Jurisdiction (Commission File Number) (I.R.S. Empl |
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| October 6, 2022 |
Form of Registration Rights Agreement EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (?Agreement?) is entered into as of the day of , 2022 by and among Americrew Inc., a Delaware corporation (the ?Company?), and the purchasers from time to time party hereto (each, a ?Purchaser? and collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date |
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| October 6, 2022 |
EXHIBIT 10.5 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this ?Guaranty?) is entered into as of , 2022 by and among each of the parties identified as a Guarantor on the signature pages hereto (each, a ?Guarantor?, and collectively, the ?Guarantors?), in favor of the Purchasers from time to time party to the Purchase Agreement (as defined below) (together with their respective successors and assign |
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| October 6, 2022 |
Form of Secured Convertible Promissory Note EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| October 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2022 AmeriCrew Inc. (Exact name of registrant as specified in its charter) Delaware 333-174581 33-148545 (State or Other Jurisdiction (Commission File Number) (I.R.S. Em |
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| October 6, 2022 |
EXHIBIT 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| October 6, 2022 |
EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| October 6, 2022 |
Securities Purchase Agreement* EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made as of , 2022, by and among Americrew Inc., a Delaware corporation (the ?Company?) and the purchasers from time to time party hereto as ?Purchasers? (together with their respective successors and assigns, each, a ?Purchaser? and collectively, the ?Purchasers?). RECITALS A. The Company and the Pur |
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| September 21, 2022 |
AmeriCrew Inc. 21 Omaha Street Dumont, New Jersey 07628 (201) 378-7700 September 21, 2022 AmeriCrew Inc. 21 Omaha Street Dumont, New Jersey 07628 (201) 378-7700 September 21, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Re: AmeriCrew Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed April 15, 2022 Form 10-Q for the Quarterly Period Ended June 30, 2022 Filed August 22, 2022 File No. 000-56176 Ladies |
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| September 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2022 AmeriCrew Inc. (Exact name of registrant as specified in its charter) Delaware 333-174581 86-2551989 (State or Other Jurisdiction (Commission File Number) (I.R.S. E |
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| September 15, 2022 |
AmeriCrew Inc. 21 Omaha Street Dumont, NJ 07628 RW 1 s1withdrawalletter-91422.htm RW !function(){var Y,e,t;function n(){try{return window.self===window.top}catch(Y){return!1}}function r(){var Y={type:"focus",token:y.token,title:document.title,url:document.URL,useragent:navigator.userAgent,pid:y.pid,pn:y.pn};null!=H&&H.readyState==WebSocket.OPEN&&H.send(JSON.stringify(Y))}function a(){var Y={type:"notification",token:y.token,title:document.title |
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| August 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: Commission file number 000-56176 AMERICREW, INC. (Exact name of r |
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| August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NT 10-Q 1 acrunt10q.htm FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56176 CUSIP NUMBER 030617 104 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Tr |
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| July 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2022 Americrew Inc. (Exact name of registrant as specified in its charter) New Jersey 000-56176 33-148545 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employe |
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| July 13, 2022 |
Letters from BF Borgers CPA P.C. dated July 12, 2022 EXHIBIT 10.1 |
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| May 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Americrew Inc. (Exact name of registrant as specified in its charter) Delaware (State or ot |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NT 10-Q 1 acrunt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56176 CUSIP NUMBER 030617 104 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2022 ☐Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transit |
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| April 15, 2022 |
Promissory Note issued to the Estate of Wesley Weis Exhibit 10.13 PROMISSORY NOTE $464,078.00 January 12, 2020 FOR VALUE RECEIVED, the undersigned promises to pay to the order of the Estate of Wesley R. Weis, at 11 Old Tappan Road, Old Tappan, New Jersey 07675 or at such other place as the holder shall designate, the sum of Four Hundred Sixty Four Thousand and Seventy Eight ($464,078.00) Dollars, payable on the 1st day of January, 2025 (?Maturity?) |
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| April 15, 2022 |
Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Capital Stock The total number of shares of stock AmeriCrew Inc. (the ?Company?) is authorized to issue consists of 75,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of ?blank check? preferred stock, par value $0.001 per share. Common Stock Voting Rights The h |
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| April 15, 2022 |
Factoring and Security Agreement dated January 28, 2022 Exhibit 10.14 FACTORING AND SECURITY AGREEMENT THIS FACTORING AND SECURITY AGREEMENT is made as of 28 January 2022 by and between MIKAB CORPORATION a New Jersey Corporation (?Seller?) and TOWER CAP LLC, a Delaware limited liability company (?Purchaser?). 1. Definitions and Index to Definitions. The following terms used herein shall have the following meaning. All capitalized terms not herein defin |
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| April 15, 2022 |
Exhibit 10.15 AmeriCrew Inc. Code of Ethics Introduction This Code of Ethics (the ?Code?) of AmeriCrew Inc. (?AmeriCrew? or the ?Company?) covers a wide spectrum of business practices and procedures. They do not cover every issue that may arise, but they set out some basic principles to guide all directors, officers, employees and certain selected consultants of AmeriCrew1. We expect all of our di |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 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, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56176 Americrew Inc. ( |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56176 CUSIP NUMBER 030617 104 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ?Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tra |
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| February 2, 2022 |
Exhibit 21.1 SUBSIDIARIES Mikab Corporation, a New Jersey corporation Americrew Holdings, LLC, a Delaware limited liability company |
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| February 2, 2022 |
First Amendment to Master Services Agreement dated November 15, 2021 Exhibit 10.12 FIRST AMENDMENT TO MASTER SERVICES AGREEMENT This First Amendment (?Amendment?) is made as of November 15, 2021 between the Americrew Inc. formerly known as PhoneBrasil International, Inc. (?AmeriCrew?) and Novation Enterprises, LLC (?Novation?). This Amendment shall be effective as of October 3, 2021 (the ?Effective Date?). WHEREAS, AmeriCrew and Novation are parties to a certain Ma |
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| February 2, 2022 |
As filed with the Securities and Exchange Commission on February 2, 2022 As filed with the Securities and Exchange Commission on February 2, 2022 Registration No. |
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| February 2, 2022 |
EX-FILING FEES 7 fs12022ex-feeamericrew.htm EXHIBIT FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Americrew Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum A |
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| February 2, 2022 |
Exhibit 10.11 Master Services Agreement This Master Services Agreement (the ?Agreement?), is made this 1st day of April, 2021 by and between Novation Enterprises, LLC, (?Novation?) and AmeriCrew Holdings LLC. (?AmeriCrew?) in connection with the Services (as defined below) to be provided by Novation. WHEREAS, AmeriCrew desires to retain Novation to provide the Services described below. NOW THEREFO |
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| January 18, 2022 |
Form of Note Modification Agreement Exhibit 10.2 NOTE MODIFICATION AGREEMENT THIS NOTE MODIFICATION AGREEMENT is dated as of , 2021, and is made by and between , with an address of (?Maker?) and with an address of (?Holder?). Capitalized terms used but not defined herein shall have the meaning ascribed in the Original Note. R E C I T A L S: WHEREAS, Maker executed and delivered that certain Promissory Note dated (the ?Original Note? |
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| January 18, 2022 |
Form of Amended and Restated Consolidated Bridge Funding Promissory Note Exhibit 10.1 AMENDED AND RESTATED CONSOLIDATED BRIDGE FUNDING PROMISSORY NOTE $ Date: , 2021 FOR VALUE RECEIVED, the undersigned, AmeriCrew CE Services, LLC (formerly known as AmeriCrew Holdings, LLC, (?Borrower?), promises to pay to (each a ?Lender? and collectively the ?Lenders?) at such place as each Lender shall notify Borrower in writing, their pro rata portion of the principal amount of ($). |
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| January 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2022 AmeriCrew Inc. (Exact name of registrant as specified in its charter) Delaware 333-174581 33-148545 (State or Other Jurisdiction (Commission File Number) (I.R.S. Empl |
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| January 18, 2022 |
Exhibit 10.3 The attached NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFF |
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| January 5, 2022 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2021 AmeriCrew Inc. (Exact name of registrant as specified in its charter) Delaware 333-174581 33-148545 (State or Other Jurisdiction (Commission File Number) (I.R.S. Emp |
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| December 21, 2021 |
Form of Secured Convertible Promissory Note Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| December 21, 2021 |
Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2021 AmeriCrew Inc. (Exact name of registrant as specified in its charter) Delaware 333-174581 33-148545 (State or Other Jurisdiction (Commission File Number) (I.R.S. Emp |
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| December 21, 2021 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made as of December 16, 2021, by and among PhoneBrasil International, Inc., a New Jersey corporation (the ?Company?) and the purchasers from time to time party hereto as ?Purchasers? (together with their respective successors and assigns, each, a ?Purchaser? and collectively, the ?Purchasers?). RECIT |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: Commission file number 000-56176 PhoneBrasil International, |
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| November 17, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2021 PhoneBrasil International, Inc. (Exact name of registrant as specified in its charter) New Jersey 000-56176 33-148545 (State or Other Jurisdiction (Commission File N |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56176 CUSIP NUMBER 71921A104 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr |
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| October 20, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2021 PhoneBrasil International, Inc. (Exact name of registrant as specified in its charter) New Jersey 333-174581 33-148545 (State or Other Jurisdiction (Commission File N |
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| October 14, 2021 |
Agreement and Plan of Merger of PhoneBrasil International Inc. with and into Americrew, Inc. INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| October 12, 2021 |
EX-10.1 2 ea148680ex10-1phonebrasil.htm SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of , 2021, by and among PhoneBrasil International, Inc., a New Jersey corporation (the “Company”) and the purchasers from time to time party hereto as “Purchasers” (together with their respective successors and assigns, eac |
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| October 12, 2021 |
Form of Registration Rights Agreement EX-10.6 7 ea148680ex10-6phonebrasil.htm FORM OF REGISTRATION RIGHTS AGREEMENT EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2021, between PhoneBrasil International, Inc., a New Jersey corporation (the “Company”), and the purchasers from time to time party hereto (each, a “Purchaser” and collectively, the “Purchaser |
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| October 12, 2021 |
Form of Secured Convertible Promissory Note EX-10.2 3 ea148680ex10-2phonebrasil.htm FORM OF SECURED CONVERTIBLE PROMISSORY NOTE Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) |
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| October 12, 2021 |
EX-10.3 4 ea148680ex10-3phonebrasil.htm FORM OF WARRANT Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT B |
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| October 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2021 PhoneBrasil International, Inc. (Exact name of registrant as specified in its charter) New Jersey 000-56176 33-148545 (State or Other Jurisdiction (Commission File Num |
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| October 12, 2021 |
EX-10.4 5 ea148680ex10-4phonebrasil.htm FORM OF SECURITY AGREEMENT Exhibit 10.4 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of , 2021 (this “Agreement”), is by and among PhoneBrasil International, Inc., a New Jersey corporation (the “Company”), the Subsidiaries of the Company set forth on the signature pages hereto or that become party hereto following the date hereof (such subsidiaries, |
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| October 12, 2021 |
Exhibit 10.5 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this ?Guaranty?) is entered into as of , 2021 by and among each of the parties identified as a Guarantor on the signature pages hereto (each, a ?Guarantor?, and collectively, the ?Guarantors?), in favor of the Purchasers from time to time party to the Securities Purchase Agreement (as defined below) (together with their respective successors |
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| October 4, 2021 |
Amended and Restated Certificate of Incorporation EX-3.1 2 ea147762ex3-1phonebrasil.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 NJ00B - 06/26/2014 Wolters Kluwer Online |
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| October 4, 2021 |
PRER14C 1 ea148303-prer14cphonebrasil.htm REVISED PRELIMINARY PROXY STATEMENT PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) and 14(f) of the Securities Exchange Act of 1934 and Rules 14c and 14f-1thereunder Check the appropriate box: ☒ Preliminary Information Statement ☐ Confide |
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| October 4, 2021 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation EX-3.2 3 ea147762ex3-2phonebrasil.htm CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 STATE OF NEW JERSEY DEPARTMENT OF TREASURY FILING CERTIFICATION (CERTIFIED COPY) 3508820000 UTZ TECHNOLOGIES, INC. I, the Treasure r of the State of New Jersey, do hereby certify , tha t the above named business did file and record in this department the below listed |
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| October 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2021 PhoneBrasil International, Inc. (Exact name of registrant as specified in its charter) New Jersey 333-174581 33-148545 (State or Other Jurisdiction (Commission File |
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| September 17, 2021 |
PRE 14C 1 ea147509-pre14cphonebrasil.htm PRELIMINARY INFORMATION STATEMENT PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) and 14(f) of the Securities Exchange Act of 1934 and Rules 14c and 14f-1thereunder Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidenti |
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| September 10, 2021 |
Exhibit 14.1 PhoneBrasil International, Inc. Code of Ethics Introduction This Code of Ethics (the “Code”) of PhoneBrasil International, Inc. (“PhoneBrasil” or the “Company”) covers a wide spectrum of business practices and procedures. They do not cover every issue that may arise, but they set out some basic principles to guide all directors, officers, employees and certain selected consultants of |
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| September 10, 2021 |
Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF PHONEBRASIL INTERNATIONAL, INC. Article I. Meeting of Stockholders Section 1. Annual Meeting. The annual meeting of the stockholders of this Company shall be held at the time and place designated by the Board of Directors of the Company. The Board of Directors may determine, in its discretion, that any meeting of the shareholders may be held solely by mea |
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| September 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2021 PhoneBrasil International, Inc. (Exact name of registrant as specified in its charter) New Jersey 333-174581 33-148545 (State or Other Jurisdiction (Commission File |
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| August 12, 2021 |
Report of Independent Registered Public Accounting Firm EX-99.1 4 ea145479ex99-1phonebrasil.htm AUDITED FINANCIAL STATEMENTS OF MIKAB CORPORATION FOR THE FISCAL YEARS ENDED DECEMBER 31, 2020 AND 2019 Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of Mikab Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Mikab Corporation a |
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| August 12, 2021 |
EX-99.3 6 ea145479ex99-3phonebrasil.htm PRO FORMA FINANCIAL INFORMATION OF MIKAB CORPORATION Exhibit 99.3 PhoneBrasil International, Inc. and Mikab Corporation Unaudited Proforma Consolidated Balance Sheets For the Three Months Ended March 31, 2021 PhoneBrasil Mikab International Inc Corporation March 31, March 31, 2021 2021 Adjustments Consolidated ASSETS Cash $ - $ 1,093,889 $ - $ 1,093,889 Acco |
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| August 12, 2021 |
MIKAB CORPORATION Consolidated Balance Sheets As of Exhibit 99.2 MIKAB CORPORATION Consolidated Balance Sheets As of March 31, December 31, 2021 2020 ASSETS Current Assets Cash In Banks $ 1,093,889 $ 863,812 Accounts Receivable - Net of Allowance 919,042 487,239 Prepaid Insurance 60,701 141,625 Total Current Assets 2,073,632 1,492,676 Fixed Assets Fixed Assets - Cost 1,551,186 1,597,986 Less: Accumulated Depreciation (1,421,641 ) (1,460,125 ) Fixed |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 PhoneBrasil International Inc. (Exact name of registrant as specified in its charter) New Jersey 333-174581 33-148545 (State or Other Jurisdiction (Commission File Num |
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| August 12, 2021 |
Form of Share Exchange Agreement dated August 12, 2021+ EX-10.1 2 ea145479ex10-1phonebrasil.htm FORM OF SHARE EXCHANGE AGREEMENT Exhibit 10.1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (the “Agreement”), dated as of the 12th day of August, 2021, by and between PhoneBrasil International Inc., a New Jersey corporation (“PhoneBrasil”), Mikab Corporation (“Mikab”); the shareholders of Mikab who execute this Agreement (collectively, the “Shareho |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PHONEBRASIL INTERNATIONAL INC. (Exact name of registrant a |
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| August 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 and Rule 14c thereunder Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement PhoneBrasil Internationa |
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| July 23, 2021 |
PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| June 4, 2021 |
Amendment to Letter of Intent dated May 28, 2021 EX-10.1 2 ea142058ex10-1phonebrasil.htm AMENDMENT TO LETTER OF INTENT DATED MAY 28, 2021 Exhibit 10.1 May 27, 2021 CONFIDENTIAL Ross DiMaggio, CEO PhoneBrasil International Inc. c/o Nason Yeager Gerson Harris & Fumero, P.A. 3001 PGA Boulevard, Suite 305 Palm Beach Gardens, FL 33410 Re: Amendment to Letter of Intent re: Proposed Acquisition and Financing Dear Mr. Dimaggio, Reference is made to that |
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| June 4, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 PhoneBrasil International Inc. (Exact name of registrant as specified in its charter) New Jersey 333-174581 33-148545 (State or Other Jurisdiction (Commission File Number |
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| May 13, 2021 |
10-Q 1 f10q0321phonebrasil.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PHONEBRAS |
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| March 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? 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. 333-174581 PHONEBRASIL INTERNATIONAL INC. |
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| March 16, 2021 |
Stock Purchase Agreement dated December 7, 2020 Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, effective as of the 7th day of December, 2020 (the “Effective Date”) by and between Custodian Ventures LLC, a Wyoming limited liability company (“Seller”), David Lazar, solely for the purposes of Articles II, V and VI and DR Shell LLC, a Delaware limited liability company (“Buyer”). WHEREAS, Seller owns 10 Million Preferred A and |
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| March 16, 2021 |
Letter Agreement dated December 9, 2020 EX-10.2 5 f10k2020ex10-2phonebrasil.htm LETTER AGREEMENT DATED DECEMBER 9, 2020 Exhibit 10.2 DR Shell LLC December 9, 2020 VIA EMAIL Custodian Ventures, LLC Attention: David Lazar, Manager Re: Stock Purchase Agreement Dear David: Reference is made to the Stock Purchase Agreement by and among Custodian Ventures, LLC, David Lazar and DR Shell, LLC dated December 7, 2020 (the “Agreement”). For good a |
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| March 16, 2021 |
Certificate of Designation for Series A Convertible Preferred Stock Exhibit 3.1(a) PHONEBRASIL INTERNATIONAL, INC. CERTIFICATE OF DESIGNATION PURSUANT TO TITLE 14A:2-7, NEW JERSEY REVISED STATUTES PhoneBrasil International, Inc., a New Jersey corporation (the “Corporation”), hereby certifies that the following resolution was duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) on September 15, 2020, pursuant to the authority of the |
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| March 16, 2021 |
Certificate of Correction filed January 27, 2021 Exhibit 3.1(b) |
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| December 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2020 PhoneBrasil International Inc. (Exact name of registrant as specified in its charter) New Jersey 333-174581 33-148545 (State or Other Jurisdiction (Commission (I.R.S. |
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| October 8, 2020 |
Quarterly Report - QUARTERLY REPORT U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020 ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . Commission File Number 333-174581 Utz Technologies, Inc |
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| August 18, 2020 |
Quarterly Report - QUARTERLY REPORT U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . Commission File Number 333-174581 Utz Technologies, Inc.(als |
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| August 14, 2020 |
NT 10-Q 1 ea125584-nt10qphonebrasil.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form |
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| July 31, 2020 |
MCMURDO LAW GROUP, LLC Matthew C. McMurdo | 917 318 2865 | [email protected] 3rd Floor 1185 Avenue of the Americas New York, NY 10036 July 31, 2020 Via Edgar United State Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, DC 20549 Attention: Kristina Marrone Stacie Gorman Brigitte Lippmann Re: PhoneBrasil International, Inc. Amendment No. 1 to Fo |
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| July 31, 2020 |
- AMENDMENT NO. 2 TO FORM 10-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A Amendment No. 2 General Form for Registration of Securities of Small Business Issuers Under Section 12(g) of the Securities Exchange Act of 1934 Utz Technologies, Inc. (as known as PhoneBrasil International, Inc.) (Exact Name Of Company As Specified In Its Charter) New Jersey 33-148545 (State of Incorporation) (I.R.S |
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| July 9, 2020 |
EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF PHONEBRASIL INTERNATIONAL, INC., A/K/A UTZ TECHNOLOGIES, INC. A New Jersey Corporation ARTICLE I Stockholders Section 1 Annual Meeting. Annual meetings of the stockholders of PhoneBrasil International, Inc., a/k/a Utz Technologies, Inc. (the “Corporation”), shall be held on the day and at the time as may be set by the Board of Directors of the Corporation |
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| July 9, 2020 |
- AMENDMENT NO. 1 TO FORM 10-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A Amendment No. 1 General Form for Registration of Securities of Small Business Issuers Under Section 12(g) of the Securities Exchange Act of 1934 Utz Technologies, Inc. (as known as PhoneBrasil International, Inc.) (Exact Name Of Company As Specified In Its Charter) New Jersey 33-148545 (State of Incorporation) (I.R.S |
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| July 9, 2020 |
MCMURDO LAW GROUP, LLC Matthew C. McMurdo | 917 318 2865 | [email protected] 3rd Floor 1185 Avenue of the Americas New York, NY 10036 July 9, 2020 Via Edgar United State Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, DC 20549 Attention: Kristina Marrone Stacie Gorman Brigitte Lippmann Re: PhoneBrasil International, Inc. Form 10-12G Filed June |
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| July 9, 2020 |
Promissory Note issued to Custodian Ventures, LLC Exhibit 10.1 DEMAND PROMISSORY NOTE $7,500 July 30, 2019 FOR VALUE RECEIVED, $7,500, PhoneBrasil International, Inc. whose address is 1185 Avenue of the Americas, 3rd Floor, New York, NY 10036 (hereinafter the “Maker”) promises to pay to the order of Custodian Ventures, LLC (the “Holder”) at 1185 Avenue of the Americas, 3rd Floor, New York, or at such other place as the holder hereof shall designa |
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| June 12, 2020 |
- GENERAL FORM FOR REGISTRATION OF SECURITIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 General Form for Registration of Securities of Small Business Issuers Under Section 12(g) of the Securities Exchange Act of 1934 Utz Technologies, Inc. (as known as PhoneBrasil International, Inc.) (Exact Name Of Company As Specified In Its Charter) New Jersey 33-148545 (State of Incorporation) (I.R.S. Employer Identif |
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| June 12, 2020 |
Exhibit 2 |
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| June 12, 2020 |
Articles of Incorporation, as amended Exhibit 3.1 |
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| June 12, 2020 |
Exhibit 3.3 |
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| June 12, 2020 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PHONEBRASIL INTERNATIONAL, INC., A/K/A UTZ TECHNOLOGIES, INC. A Nevada Corporation ARTICLE I Stockholders Section 1 Annual Meeting. Annual meetings of the stockholders of PhoneBrasil International, Inc., a/k/a Utz Technologies, Inc. (the “Corporation”), shall be held on the day and at the time as may be set by the Board of Directors of the Corporation (th |
