8-K

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 16, 2022

American Metals Recovery and Recycling Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-56318	27-2262066
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

American Metals Recovery and

Recycling Inc.

4301 West Bank Dr.

Suite 110B Austin, Texas

78746

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (866) 365-0620

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Symbol(s)	Trading	Name of each exchange on which registered
Common Stock, par value $0.001 per share	AMRR	OTC Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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

Item 1.01 Entry into a Material Definitive Agreement

Effective August 31, 2022, American Metals Recovery and Recycling Inc. (the “Company”) entered into an Asset Purchase Agreement with Multiband Global Resources, LLC, now known as HSB Holdings LLC (“MBGR”), pursuant to which the Company acquired substantially all of the MBGR’s assets (the “Asset Purchase Agreement”).

Pursuant to the Asset Purchase Agreement, in connection with the closing of the transaction, MBGR was obligated to, but did not, pay to the Company One Million Dollars ($1,000,000.00) in cash and the Company was obligated to, but did not, issue One Million (1,000,000) shares of Series A Preferred Stock of the Company to the Frinzi Family Trust as the person designated by MBGR.

On November 16, 2022, the Company entered into an Amendment to the Asset Purchase Agreement (the “Amendment”) with MGBR pursuant to which, among other things, the Company and MGBR amended the consideration payable under the Asset Purchase Agreement as follows: (i) the Company and MGBR waived MGBR’s obligation to pay to the Company One Million Dollars ($1,000,000.00) in cash and the Company’s obligation to issue to MGBR or its designee the One Million (1,000,000) shares of Series A Preferred Stock of the Company; and (ii) in lieu thereof the Company will pay to MBGR or its designee $100 for the assets of MBGR acquired by the Company.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Information Regarding Certain Relationships and Related Person Transactions

James Frinzi, the CEO and the majority stockholder of the Company, is the sole member of MGBR. Mr. Frinzi is also a beneficiary and co-trustee of the Frinzi Family Trust.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1	Amendment to Asset Purchase Agreement, effective November 16, 2022, by and between the Company and HSB Holdings LLC f/k/a Multiband Global Resources, LLC.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 16, 2022	American Metals Recovery and Recycling Inc.
	By: /s/	James Frinzi
	Name:James Frinzi
	Title:  Chief Executive Officer

EX-2.1

Exhibit 2.1

Amendment

Between

American Metals Recovery and Recycling Inc.

And

HSB Holdings LLC f/k/a Multiband Global Resources, LLC

AMENDMENT

TO

ASSET PURCHASE AGREEMENT BETWEEN AMERICAN METALS RECOVERY AND RECYCLING INC. AND HSB HOLDINGS LLC F/K/A MULTIBAND GLOBAL RESOURCES, LLC

After all Parties have signed, this Amendment is made effective as of November 16, 2022 (“Effective Date”) and is between American Metals Recovery and Recycling Inc, a Nevada Corporation (“Buyer”), and HSB Holdings, LLC f/k/a Multiband Global Resources, LLC (“Seller”) each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”.

WITNESSETH

WHEREAS, Buyer and Seller entered into an Asset Purchase Agreement on or about August 31, 2022 (the “Agreement”), and;

WHEREAS, Seller did not tender One Million Dollars ($1,000,000.00) cash to Buyer and Buyer did not tender the One Million (1,000,000) Series A Preferred Shares to Seller per the Original Agreement and as a such both Parties Agree to waive these two obligations;

WHEREAS, for the exception of the Sections Amended herein, if not previously assigned, the assets of Seller are assigned to Buyer;

WHEREAS, Buyer and Seller desire to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained herein, the Parties hereto agree as follows:

1.3 Purchase Price. In Consideration for the Acquired Assets, the Buyer shall pay Seller, or the person assigned by the Seller, One Hundred Dollars ($100.00) (the “Purchase Price”)

SCHEDULE I

Acquired Assets

1. Acquired Contracts:

a. Frontier E-Waste Recycling Contract

2. Office lease with Escalade Westbank LLC

3. Office equipment and furniture valued up to Three Thousand Dollars ($3,000)

Execution of Amendment - Transmission of Original Signatures and Executing Multiple Counterparts.

Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature. This Amendment may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.

IN WITNESS WHEREOF, the Parties have caused this Amendment to the Agreement to be executed, as of the Effective Date.

American Metals Recovery and Recycling Inc.		HSB Holdings LLC f/k/a Multiband Global Resources, LLC
By:	/s/ Joseph O’Bell	By:	/s/ James Frinzi
Printed Name: Joseph O’Bell		Printed Name: James Frinzi
Title: Chief Legal Officer		Title: CEO

XML

Cover	Nov. 16, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 16, 2022
Entity File Number	000-56318
Entity Registrant Name	American Metals Recovery and Recycling Inc.
Entity Central Index Key	0001488638
Entity Tax Identification Number	27-2262066
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	American Metals Recovery and
Entity Address, Address Line Two	Recycling Inc.
Entity Address, Address Line Three	4301 West Bank Dr.
Entity Address, City or Town	Suite 110B Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78746
City Area Code	(866)
Local Phone Number	365-0620
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false