Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 17 2022 - 6:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 000-56318
CUSIP NUMBER: 027486109
(Check one): |
¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR |
For Period Ended: March 31, 2022
¨
Transition Report on Form 10-K
¨
Transition Report on Form 20-F
¨
Transition Report on Form 11-K
¨
Transition Report on Form 10-Q
For the Transition Period Ended:_________________________
Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein.
If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
AMERICAN METALS RECOVERY AND RECYCLING, INC. |
Full Name of Registrant |
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Former Name if Applicable |
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4301 West Bank Dr. Suite 110B |
Address of Principal Executive Office (Street and Number) |
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Austin, Texas 78746 |
City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
¨
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
American
Metals Recovery and Recycling, Inc. (the “Company”) is unable to complete the
preparation, review and filing of its Quarterly Report on Form 10-Q for the period ended
March 31, 2022 (the “Form 10-Q”) within the prescribed time period without unreasonable
effort or expense because the Company requires additional time to compile and analyze supporting
documentation and to prepare and review its financial statements in order to complete the
Form 10-Q and in order to permit the Company’s independent registered public accounting
firm to complete its review of the condensed consolidated financial statements included in
the Form 10-Q and to ensure adequate disclosure of the financial information, including information
related to the acquisition completed during the period ended March 31, 2022, required to
be included in the Form 10-Q, as a result of the Company’s recent acquisition, which
has required additional time and review and to ensure accurate reporting.
PART IV — OTHER INFORMATION
(1) |
Name and telephone number of person to contact in regard to this notification |
James Frinzi |
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866 |
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365-0620 |
(Name) |
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(Area Code) |
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(Telephone Number) |
(2) |
Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
Yes ¨ No x
Annual Report on Form 10-K |
(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes x No ¨ |
If so, attach an explanation of the
anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results
cannot be made.
The registrant was a shell company during the fiscal year ended December
31, 2021. In February 2022, the registrant acquired AMR Resources, LLC, an operating company, pursuant to which the registrant will cease
to be a business combination shell company once the required disclosures and financial statements are filed with the Securities and Exchange
Commission. Accordingly, the financial statements of the registrant for the three months ended March 31, 2022 will reflect a partial quarter
as an operating company and report revenues and expenses consistent with those of an operating company. As a result of the time and effort
needed to compile and analyze supporting documentation and to prepare and
review its financial statements in order to complete the Form 10-Q, the registrant
is not able to provide a quantitative estimate of results at this time.
American Metals Recovery and Recycling,
Inc.
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date |
May 16, 2022 |
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By: |
/s/ James Frinzi |
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Name: James Frinzi |
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Title: Chief Executive Officer |
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