SEC Comment Letter 0000000000-22-012793 to AmeriCrew Inc. (CIK 0001407573)
AmeriCrew Inc. (CIK 0001407573)
Date: Nov. 28, 2022 · CIK: 0001407573 · Accession: 0000000000-22-012793
AI Filing Summary & Sentiment
File numbers found in text: 000-56176
Referenced dates: September 9, 2022
Letter
United States securities and exchange commission logo November 28, 2022 Ross DiMaggio Chief Financial Officer AmeriCrew Inc. 21 Omaha Street Dumont, NJ 07628 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 Dear Ross DiMaggio: We have reviewed your November 7, 2022 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 5, 2022 letter. Form 10-K for the Fiscal Year Ended December 31, 2021 Index to Consolidated Financial Statements Consolidated Statements of Operations, page F-4 1.We note your response to comment 2. Please be advised that this comment will remain open until your filing of the transitional September 30, 2022 Form 10-K, inclusive of comparative December 31, 2021 financial statements that are revised to fully address the issue raised with respect to the weighted average number of common shares for the twelve months ended December 31, 2021.
FirstName LastNameRoss DiMaggio Comapany NameAmeriCrew Inc. November 28, 2022 Page 2 FirstName LastName Ross DiMaggio AmeriCrew Inc. November 28, 2022 Page 2 Consolidated Statements of Stockholders' Equity (Deficit), page F-5 2.We note your response to comment 4. Please be advised that this comment will remain open until your filing of the transitional September 30, 2022 Form 10-K, inclusive of comparative December 31, 2021 financial statements that are revised to fully address the issue raised with respect to the $282,450 of recapitalization expenses incurred during the twelve months ended December 31, 2021. General 3.We note your responses to the second bullet point of comment 5 and to comment 6. Please be advised that this portion of comment 5 and all of comment 6 will remain open until your filing of the transitional September 30, 2022 Form 10-K, inclusive of comparative December 31, 2021 financial statements that are revised to fully address the issues raised in comments 2, 3, and 4 of our letter dated September 9, 2022. You may contact Frank Knapp, Staff Accountant at (202) 551-3805 or Shannon Menjivar, Accounting Branch Chief at (202) 551-3856 if you have any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Brian Pearlman, Esq.
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United States securities and exchange commission logo
November 28, 2022
Ross DiMaggio
Chief Financial Officer
AmeriCrew Inc.
21 Omaha Street
Dumont, NJ 07628
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
Dear Ross DiMaggio:
We have reviewed your November 7, 2022 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
October 5, 2022 letter.
Form 10-K for the Fiscal Year Ended December 31, 2021
Index to Consolidated Financial Statements
Consolidated Statements of Operations, page F-4
1.We note your response to comment 2. Please be advised that this comment will remain
open until your filing of the transitional September 30, 2022 Form 10-K, inclusive of
comparative December 31, 2021 financial statements that are revised to fully address the
issue raised with respect to the weighted average number of common shares for the twelve
months ended December 31, 2021.
FirstName LastNameRoss DiMaggio
Comapany NameAmeriCrew Inc.
November 28, 2022 Page 2
FirstName LastName
Ross DiMaggio
AmeriCrew Inc.
November 28, 2022
Page 2
Consolidated Statements of Stockholders' Equity (Deficit), page F-5
2.We note your response to comment 4. Please be advised that this comment will remain
open until your filing of the transitional September 30, 2022 Form 10-K, inclusive of
comparative December 31, 2021 financial statements that are revised to fully address the
issue raised with respect to the $282,450 of recapitalization expenses incurred during the
twelve months ended December 31, 2021.
General
3.We note your responses to the second bullet point of comment 5 and to comment 6.
Please be advised that this portion of comment 5 and all of comment 6 will remain open
until your filing of the transitional September 30, 2022 Form 10-K, inclusive of
comparative December 31, 2021 financial statements that are revised to fully address the
issues raised in comments 2, 3, and 4 of our letter dated September 9, 2022.
You may contact Frank Knapp, Staff Accountant at (202) 551-3805 or Shannon
Menjivar, Accounting Branch Chief at (202) 551-3856 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Brian Pearlman, Esq.