AMERICREW INC. : entering into a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unregistered sale of equity securities, change of directors or officers principals, financial statements and exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.



On August 11, 2021, Americrew Inc. (the "Company") acquired Mikab Corporation
("Mikab"). On January 11, 2022, the Board of Directors of the Company ratified
and approved Mikab legacy shareholders (those shareholders prior to the date of
acquisition by the Company) receiving the payment of $351,370 in PPP Loan
proceeds that have been received prior to August 11, 2021, which loan was later
forgiven. In addition, on January 11, 2022 the Board ratified the action of
Mikab in distributing to its legacy shareholders the proceeds of $223,697 in
accounts receivable for work performed by Mikab prior to its acquisition by the
Company. These former Mikab shareholders included Brian Weis, the Company's
Chief Operating Officer and a director, and Jose I. Mercado, Jr., a director.



The information contained below in Section 3.02 is incorporated by reference into this Section 1.01.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information contained below in Section 3.02 is incorporated by reference into this Section 2.03.

Item 3.02 Unregistered Sale of Equity securities.



On January 11, 2022, the Board of Directors of the Company ratified and approved
the terms of two Note Modification Agreements entered into between the Company's
wholly-owned subsidiaries and certain third party lenders (the "Modified Notes")
and entered into an Amended and Restated Consolidated Bridge Funding Promissory
Note with Company related parties. The effect was to extend the indebtedness'
due date. The lenders were issued warrants as additional consideration for
extending the due date of the indebtedness.



The Modified Notes and the Restated Consolidated Bridge Funding Promissory Note
bear interest at 12% per annum. The Company is required to make monthly $50,000
payments of the Restated Consolidated Bridge Funding Promissory Note held by the
first four related party lenders in the table below. The balance of the Amended
and Restated Consolidated Bridge Funding Promissory Note and the Modified Notes,
plus all accrued and unpaid interest, shall be due in full on the Due Dates. The
Company may prepay the Notes in whole or in part without the consent of the
lenders.



The Warrants are exercisable for a period of five years at a price of $1.9032
per share, subject to adjustment. The identity of the lenders where a related
party and the amounts are listed in the table below:



Individual/Entity          Amount of Note          Due Dates        Number of Warrants
David Unger1              $        107,083      March 31, 2022                   42,902
Earl Scott2               $        160,600      March 31, 2022                   64,282
Brian Weis3               $         31,425      March 31, 2022                   12,519
Lender                    $         52,541      March 31, 2022                   20,959
New Jersey Tower, Inc.4   $        150,000     December 31, 2022                 90,000
RR Power Leasing, LLC5    $        150,000     December 31, 2022                 90,000





1 Mr Unger shares beneficial ownership of a 5% shareholder of the Company with

Mr. Ross DiMaggio, Chief Financial Officer of the Company and Director. Mr.

DiMaggio disclaims beneficial ownership of the Notes and Warrants and

underlying common stock.

2 Human Resources Director and a director.

3 Deputy Chief Executive Officer and one director.

4 Brian Weis holds 20% of this entity.

5 Brian Weis is the managing partner of this entity and holds a 2% stake. A

confidence of which Mr Weis is one of the two trustees who owns 47% of this entity.




The foregoing description of the terms of the Amended and Restated Consolidated
Bridge Funding Promissory Note, Modified Notes and Warrants and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the forms of Amended and Restated Consolidated Bridge
Funding Promissory Note, Modified Note and Warrant, copies of which are filed as
Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are
incorporated herein by reference.



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Item 5.02 Departure of directors or principal officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.



On January 11, 2022, the Board of Directors of the Company ratified and approved
the appointment of Ross DiMaggio to serve as Chief Financial Officer, to serve
until such time as his successor is chosen and qualified. Mr. DiMaggio has been
acting as Chief Financial Officer since November 19, 2021.



In addition, on January 11, 2022 following earlier compliance with Rule 14f-1
under the Securities Exchange Act of 1934, the Board of Directors of the Company
approved the expansion of the Company's Board of Directors from two to five
board members to serve for an initial term of one year or until their successor
is duly appointed or elected. Messrs. P. Kelley Dunne and Ross DiMaggio, the
current members of the Board, appointed Messrs. Brian Weis, Earl Scott and Jose
I. Mercado, Jr. to fill the vacancies created by the expanded board. The
Company's charter provides for a classified Board but the current directors were
appointed to a term expiring at the next annual meeting of shareholders expected
to occur this Spring. At that time, the Company expects to institute a
classified Board. There is no arrangement or understanding between Messrs. Brian
Weis, Earl Scott and Jose I. Mercado, Jr., and any other persons pursuant to
which Messrs. Brian Weis, Earl Scott and Jose I. Mercado, Jr. were selected as
directors.


Item 9.01 Financial statements and supporting documents



(d) Exhibits.



                                                                                              Filed or
                                                             Incorporated by Reference        Furnished
Exhibit #              Exhibit Description                Form        Date         Number     Herewith
10.1          Form of Amended and Restated                                                      Filed
            Consolidated Bridge Funding Promissory
            Note

10.2          Form of Note Modification Agreement                                               Filed

10.3          Form of Warrant                                                                   Filed

104         Cover Page Interactive Data File (embedded
            within the Inline XBRL document)




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