The accompanying notes are an integral part of these unaudited consolidated financial statements.

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMERICAN METALS RECOVERY AND RECYCLING, INC.

CONDENSED BALANCE SHEETSCONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022, AND 2021

(Unaudited)

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.consolidated financial statements.

AMERICAN METALS RECOVERY AND RECYCLING, INC.

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONSSTOCKHOLDERS’ DEFICIT

FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022, AND 2021

(Unaudited)

For the Three Months Ended September 30, 2022

For the Three Months Ended September 30, 2021

For the Nine Months Ended September 30, 2022

For the Nine Months Ended September 30, 2021

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

AMERICAN METALS RECOVERY AND RECYCLING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(Unaudited)

For the Three Months Ended September 30, 2021

For the Nine Months Ended September 30, 2021

For the Three Months Ended September 30, 2020

For the Nine Months Ended September 30, 2020

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.consolidated financial statements.

AMERICAN METALS RECOVERY AND RECYCLING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

AMERICAN METALS RECOVERY AND RECYCLING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022, AND 2021

(Unaudited)

NOTES TO THE UNAUDITED CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

NOTE 1 –NATURE OF BUSINESSACTIVITIES AND SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES

Nature of BusinessActivities, History and Organization

American Metals Recovery and Recycling Inc. ("Company”), a Nevada corporation, was formed on June 29, 2009 as Premier Oil Field Services, Inc. and changed its name to American Metals Recovery and Recycling Inc. on April 25, 2014. The Company serviced the oil industry and then proposed to enter the recycling business. Since that time, the company has been dormant when it attempted to enter the recycling industry. The term "we" and "our" refers to the Company and its subsidiaries unless otherwise stated.

American Metals Recovery and Recycling Inc. (“we” or the “Company”) was incorporated in the State of Nevada on June 29, 2009. We were formed in order to acquire 100% of the outstanding stock of Coil Motor Tubing Corporation, a Texas corporation. Coil Tubing Motor Corporation (“CTM”) was a wholly owned subsidiary of Premier Oil Field Services, Inc. and was formed in June 2006 as a Texas Corporation. CTM servesserved the oil and gas industry with down-hole drilling motors. These motors were used in the gas well drilling process to drill out frac plugs and other debris in the wellbore.

On April 7, 2014, the The Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Perfect Metals Inc., a Nevada corporation (“Perfect Metals”) and the shareholders (the “PM Shareholders”) holding all of the issued and outstanding common stock (“PM Common Stock”) of Perfect Metals. Under the Exchange Agreement, the PM Shareholders sold, transferred, conveyed and assigned all their share of PM Common Stock to the Company and the Company issued to the PM Shareholders an aggregate of 9,000,000 newly issued common stock, par value $.001 per share, of the Company (“Premier Common Stock”). As a result of the Exchange Agreement, Perfect Metals became the Company’s wholly owned subsidiary (the “Acquisition”) and the Companylater changed its name to American Metals Recovery and Recycling Inc.

On October 1, 2014,August 2, 2021, the Circuit CourtCompany filed a Registration Statement on Form 10 to register the Company’s 11,081,336 shares of Adair Countypreviously issued and outstanding common stock and 600,000 shares of previously issued and outstanding preferred stock. The Company received no proceeds as result of the State of Missouri (the “Court”) issued an order (the “Order”) in Case Number 15CK-CC00028, State of Missouri in the Circuit Court of Clark County, appointing a receiver to keep, preserve and protect the businesses (the “Businesses”) of Perfect Metals USA, LLC and Whispers, LC, both wholly-owned indirect subsidiariesAugust 2, 2021 registration of the Company). The Order was issued by the Court as a result of a dispute arising out of a September 23, 2014 petition for breach of employment agreement, tortious interference with contract, fraud, breach of fiduciary duty, civil conspiracy, declaratory judgmentcommon and preliminary and permanent injunctive relief (the “Petition”) filed by David Janes, an affiliate of the Company and a former director and officer of the Company’s subsidiaries, which Petition named as defendants (i) Gordon Muir, the Company’s President, Chief Executive Officer, Chief Financial Officer and sole member of the Company’s Board of Directors; (ii) Traci Muir, Gordon Muir’s spouse; (iii) the Company; (iv) Perfect Metals USA, the Company’s subsidiary; (v) Perfect Metals USA, LLC, the Company’s subsidiary; (vi) Whispers, LLC, the Company’s subsidiary (collectively, the “Defendants”). The Defendants disputed the claims set forth in the Petition and on October 15, 2014, filed with the Court an answer denying the claims set forth in the Petition and asserting that all actions taken by the Defendants were done with due authority and justification. Furthermore, the Defendants filed a counterclaim against Mr. Janes and various other parties affiliated with or acting under instruction of Mr. Janes for damages and declaratory judgment arising out of the Counterclaim.

On August 20, 2015, the Company executed a settlement agreement in resolution of the litigation. The settlement was confirmed by the Court on September 25, 2015. Pursuant to the Memorandum of Settlement and Joint Motion for Dismissal of All Claims and Counterclaims and Termination of Receivership, the Court thereby adjudged and vacated the Order of October 1, 2014 appointing a receiver for Perfect Metals USA L.L.C. and Whispers L.L.C. and terminates the receivership as to those entities. Plaintiff’s Petition, and all claims and causes of action set forth therein, were thereby dismissed with prejudice. Counterclaimants’ First Amended Counterclaim, and all claims and causes of action set forth therein, were thereby dismissed with prejudice.

As of September 25, 2015 and thereafter, the Company can be defined as a "shell" company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity. The Company currently intends to seek to acquire assets or shares of an entity actively engaged in business which generates revenues in exchange for its securities. The Company has no particular acquisitions in mind and has not currently entered into any negotiations regarding such an acquisition. The Company's officer and director has not engaged in any preliminary contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date hereof. The Company’s common stock is subject to quotation on the OTC Markets Group, Inc. Pink Open Market Platform (“Pink Sheets”) under the symbol AMRR. There is currently only a limited trading market in the Company’s shares, nor do we believe that any active trading market has existed for approximately the last 5 years. There can be no assurance that there will be an active trading market for our securities following the effective date of this Registration Statement under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Exchange Act. In the event that an active trading market commences, there can be no assurance as to the market price of our shares of common stock, whether the trading market will provide liquidity to investors or whether any trading market will be sustained.preferred shares.

BasisOn February 1, 2022, American Metals Recovery and Recycling, Inc. (“AMRR”) (OTC Pink: AMRR), completed an acquisition of PreparationAMR Resources, LLC (“AMR” or “the Company”) whereby AMR became a wholly owned subsidiary of AMRR. The Company owns all of the assets exclusively used in the Onepath Integrated Services (“OIS”) business, which were divested by Onepath Systems, LLC. OIS has operated as a standalone division of Onepath Systems and has provided private and public entities large-scale telecommunications, system / network planning and engineering, low voltage cabling, security / access controls, and installation services since 2006. OIS has a nationwide footprint that provides clients with a one stop solution. Key business units include telecom and internet providers, fire and life safety, large building security and access control, audio/visual, multi-dwelling units, military, and large-scale public and commercial developments.

The accompanyingacquisition of all outstanding units of AMR Resources was consummated in exchange for consideration of $40.5 million (the “AMR Resources Acquisition”). In contemplation of the AMR Resources Acquisition, OnePath Systems, LLC (“OnePath”) formed AMR Resources and contributed those assets necessary for the operation of its integrated services business. As a result of the AMR Resources Acquisition, the Company acquired 100% of the outstanding units of AMR Resources and the former integrated services business of OnePath. AMR Resources is a wholly owned subsidiary of the Company as of February 1, 2022. The consideration paid by AMRR was subject to post-closing adjustment as contemplated by the Agreement. The Agreement contained customary provisions reflecting a transaction of such scope and structure, including representations, warranties, indemnification obligations. AMRR funded the purchase price from the AMRR’s readily available funds generated from loan proceeds. AMR Resources designs, deploys and maintains integrated low-voltage systems for the commercial and residential market. This includes Life Safety, Physical Security, Audio-Visual, Networking and Structured Cabling solutions.  With approximately 300 employees and over 5,000 subcontractors, AMR Resources has a national footprint, with a heavy concentration in the Southeastern United States and is headquartered in the Atlanta, Georgia metropolitan area.

Significant Accounting Policies

The Company’s management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenues and expenses. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements.

The financial statements and notes are representations of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items that: 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods presented.

Basis of Presentation

The Company prepares its unaudited consolidated financial statements on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States.

Principles of Consolidation

The unaudited consolidated financial statements include the financial informationaccounts of American Metals Recovery and Recycling, Inc. (the "Company"), as well as its wholly owned subsidiary, AMR Resources, LLC. All significant inter-company transactions have been preparedeliminated. All amounts are presented in accordance with the instructions to financial reporting as prescribed by the Securities and Exchange Commission (the "SEC"). The preparation of these financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles ("GAAP"). In the opinion of management, the financial statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein.Dollars unless otherwise stated.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

Adoption of New Accounting Standard

In February 2016, the FASB issued ASU 2016-02 "Leases", which is codified in ASC 842 "Leases" and supersedes current lease guidance in ASC 840. These provisions require lessees to put a right-of-use asset and lease liability on their balance sheet for operating and financing leases that have a term of more than one year. Expense will be recognized in the income statement similar to current accounting guidance. For lessors, the ASU modifies the classification criteria and the accounting for sales-type and direct financing leases. Entities will need to disclose qualitative and quantitative information about their leases, including characteristics and amounts recognized in the financial statements. These provisions are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We adopted the provisions on January 1, 2019, including interim periods subsequent to the date of adoption. Entities are required to use a modified retrospective approach upon adoption to recognize and measure leases at the beginning of the earliest comparative period presented in the financial statements. Since all the leases were finance leases, there was no effect on the financial statements when ASC 842 was adopted.

In September 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation, to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments for employees, with certain exceptions. Under the new guidance, the cost for nonemployee awards may be lower and less volatile than under current US GAAP because the measurement generally will occur earlier and will be fixed at the grant date. This update is effective for annual financial reporting periods, and interim periods within those annual periods, beginning after December 15, 2018, although early adoption is permitted. The Company adopted the standard effective January 1, 2019, and found the adoption did not have a material effect on our financial statements.

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on their financial position, results of operations or cash flows.

Accounting Standards not yet Adopted

In September 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for us in our first quarter of fiscal 2023, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2016-13 on our financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition, long-lived asset impairments and adjustments, deferred tax, stock-based compensation, and reserves for legal matters.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchaseddebt instruments with an original maturity of three months or less to be cash andequivalents. At times, cash equivalents.balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. As of September 30, 2022, the Company had $1,506,213 of deposits in U.S. Banks in excess of the FDIC limit. Management does not believe that the Company is at risk of loss on cash.

Related PartiesAccounts Receivable and Allowances for Doubtful Accounts

The Company follows ASC 850, Related Party Disclosures,allowance for the identificationaccounts receivable is recorded when receivables are considered to be doubtful of related parties and disclosure of related party transactions. Related party balances ascollection. As of September 30, 20212022, and December 31, 2020 were2021, respectively, the Company had $97,108615,485 and $93,7330, respectively (see Note 4. Related Party Transactions). allowance for doubtful accounts.

Stock-Based CompensationUnbilled Accounts Receivable

Unbilled accounts receivable represents amounts deemed receivable but not yet billed – See Note 3.

Costs in Excess of Billings

Cost in excess of billings represents costs incurred on contracts which have not yet been invoiced. The balance at September 30, 2022 and December 31, 2021 was $7,083,425 and $0 respectively.

Inventory

Inventories are carried at the lower of cost or net realizable value and consists of the supplies on-hand for use in future customer arrangements.

Prepaids and Other Current Assets

These amounts represent prepaid legal, rent and insurance. The balance at September 30, 2022 and December 31, 2021 was $703,964 and $0 respectively.

Billings in Excess of Costs

Billings in excess of costs represents advance amounts billed customers for work which the company has not yet completed. The balance at September 30, 2022 and December 31, 2021 was $2,222,568 and $0 respectively.

Income Taxes

The Company accounts for stock-based compensation to employeesincome taxes under ASC 740 “Income Taxes” using the liability method, recognizing certain temporary differences between the financial reporting basis of liabilities and assets and the related income tax basis for such liabilities and assets. This method generates either a net deferred income tax liability or asset for the Company, as measured by the statutory tax rates in accordance with ASC 718 requiring employee equity awards to be accountedeffect. The Company derives the deferred income tax charge or benefit by recording the change in either the net deferred income tax liability or asset balance for under the fair value method. Accordingly, share-based compensation is measured at grant date,year. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the fair valueweight of available evidence, it is more likely than not that some portion or all of the award and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company's common stock for common share issuances.deferred income tax asset will not be realized.

Use of Estimates

In order to prepare unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States, management must make estimates, judgments and assumptions that affect the amounts reported in the unaudited consolidated financial statements and determines whether contingent assets and liabilities, if any, are disclosed in the unaudited consolidated financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based.

Revenue Recognition

The Company recognizes revenue according to ASC 606 “Revenue from contracts with customers.” The Company generates revenue by providing private and public entities large-scale telecommunications, system / network planning and engineering, low voltage cabling, security / access controls, and installation. The core principles of revenue recognition under ASC 606 include the following five criteria:

Sales are recognized when promised services are started in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales for service contracts generally are recognized as the services are being provided.

Accounts ReceivableFor the nine months ended September 30, 2022 and Allowance for Doubtful Accounts2021, there are no deferred contract costs or deferred commissions.

Fair Value of Financial Instruments

The CompanyASC guidance for fair value measurements and disclosure establishes an allowancea fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for bad debts through a review of several factors including historical collection experience, current aging statusidentical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the customer accounts,fair value hierarchy are described below:

Level 1 Inputs – Quoted prices for identical instruments in active markets.

Level 2 Inputs – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and financial condition of our customers. The Company does not generally require collateral for our accounts receivable. There were 0 accounts receivable and allowance for doubtful accounts asmodel-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs – Instruments with primarily unobservable value drivers.

As of September 30, 20212022, and December 31, 2020.2021, the Company’s financial assets were measured at fair value using Level 3 inputs, with the exception of cash, which was valued using Level 1 inputs.

Risk ConcentrationsPer Share Amounts

Earnings per share are calculated in accordance with ASC 260 “ Earnings per Share”. The weighted average number of common shares outstanding during each period is used to compute basic earnings (loss) per share. Diluted earnings per share are computed using the weighted average number of shares and potentially dilutive common shares outstanding. Potentially dilutive common shares are additional common shares assumed to be exercised. Potentially dilutive common shares consist of stock warrants, convertible preferred shares and convertible notes and are excluded from the diluted earnings per share computation in periods where the Company does not hold cash in excesshas incurred a net loss or where the average stock price was below the exercise price of federally insured limits.the respective potentially dilutive common share, as their effect would be considered anti-dilutive.

General and Administrative Expenses

The Company's general and administrative expenses consisted of the following types of expenses during 2021 and 2020: Legal and accounting, consulting, office expenses and other administrative related expenses.

Property and Equipment

Property and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity, or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.

Impairment of Long-Lived AssetsThe Company had no options or warrants outstanding at September 30, 2022 and September 30, 2021.

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is determined based on either expected future cash flows at a rate we believe incorporates the time value of money. No indications of impairments were identified in 2021 or 2020.

Basic and Diluted Net (Loss) per Share

Schedule of earning per share basic and diluted:

When an entity has a net loss, it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding to calculate both basic and diluted loss per share for the periods ended September 30, 2021,2022 and 2020.2021. The number of potential anti-dilutive shares excluded from the calculation shares for the period ended September 30, 2021,2022 is 21,401,0002,770,334.

Income TaxesRelated Party Transactions

FASB ASC 850, “Related Party Disclosures” requires companies to include in their financial statements, disclosures of material related party transactions. The Company discloses all material related party transactions. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

NOTE 2 – INVENTORIES

Inventories are carried at the lower of cost or fair value and consists of the supplies on-hand for use in future customer arrangements. Inventory balances of September 30, 2022, and December 31, 2021, respectively, were as follows:

NOTE 3 – UNBILLED ACCOUNTS RECEIVABLE

Unbilled accounts receivable represents amounts for which work has been performed but not yet billed. The balances at September 30, 2022, and December 31, 2021, respectively, were as follows:

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

Property consists of the following at September 30, 2022 and December 31, 2021:

Depreciation has been provided over each asset’s estimated useful life. Depreciation expense was $838,810 and $0 for the nine months ended September 30, 2022 and 2021 respectively.

NOTE 5 – GOODWILL

Impairment of Goodwill and Other Intangible Assets. As of January 31, 2022, goodwill recorded on our Condensed Consolidated Balance Sheet aggregated $20.15 million which relates to our purchase of AMR Resources, LLC (AMR) on February 1, 2022. We perform an annual impairment review in the first quarter of each fiscal year.

In December 2017,accordance with ASU 2017-04, “Intangibles – Goodwill and Other - Simplifying the Tax CutsTest for Goodwill Impairment,” The adoption of ASU 2017-04 requires that an entity should perform an annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

On March 31, 2022, we performed our annual goodwill impairment test and Jobs Act (the "Act") was enacted, which, among other changes, reducedestimated the federal statutory corporate tax rate from 35% to 21%, effective January 1, 2018. As a resultfair value of this change, the Company's statutory tax rate for fiscal 2019 and 2020 will be 21%. The Company recognizes deferred tax assets and liabilitiesAMR based on differences between the financial reporting and tax basisrecent purchase of assets and liabilities usingAMR. We concluded that the enacted tax rates and laws that are expectedgoodwill assigned to be in effect when the differences are expected to be recovered. As of September 30, 2021, and December 31, 2020, the Company has not reflected any amounts as a deferred tax asset due to the uncertainty of future profits to offset any net operating loss.

The Company's deferred tax assets consisted of the followingAMR, as of September 30, 20212022, was not impaired and that AMR unit was at risk of failing step one of the goodwill impairment test as prescribed under the ASC.

NOTE 6 – INTANGIBLE ASSETS

Property consists of the following at September 30, 2022 and December 31, 2020:2021:

Schedule of deferred taxindefinite lived intangible assets

Amortization has been provided over each asset’s estimated useful life. Amortization expense was $400,571 and liabilities:$0

for the nine months ended September 30, 2022 and 2021 respectively.

Uncertain tax positionNOTE 7 – INCOME TAXES

The Company also followshas adopted ASC 740-10, “ Income Taxes”, which requires the guidance related to accounting foruse of the liability method in the computation of income tax uncertainties. In accounting for uncertainty inexpense and the current and deferred income taxes the Company recognizes the financial statementpayable (deferred tax liability) or benefit of a(deferred tax position only after determining that the relevantasset). Valuation allowances are established when necessary to reduce deferred tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold,assets to the amount recognizedexpected to be realized.

The Company’s effective tax rate for the period ended September 30, 2022 and for the period ended September 30, 2021 varies from the statutory rate of 21% due to valuation allowance which creates a near zero effective tax rate. The Company intends to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of the valuation allowance. However, given our current earnings and anticipated future earnings, it is reasonably possible that in the financial statementsnear future sufficient positive evidence may become available to support the conclusion that no valuation allowance is the largest benefit that hasnecessary.

NOTE 8– STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 1,600,000 shares of Series A Preferred Stock at a greater than 50% likelihoodpar value of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as$0.001 per share.

The Company is authorized to issue 54,000 shares of Series B Preferred Stock at a par value of $0.001 per share.

As of September 30, 20212022 and December 31, 2020.2021, the Company has 600,000 shares of Series A Preferred Stock issued and outstanding.

As of September 30, 2022 and December 31, 2021, the Company has zero shares of Series B Preferred Stock issued and outstanding.

On August 31, 2022, the Company filed with the Secretary of State of the State of Nevada (the “Secretary of State”) a Certificate of Withdrawal (the “Certificate of Withdrawal”) of Certificate for the Certificate of Designation of Preferences, Rights and Limitations of the Old Series A Preferred Stock. All of the issued and outstanding shares of Old Series A Preferred Stock were held by Multiband Global Resources, LLC and surrendered to the Company for cancellation in exchange for the issuance to its designee, the Frinzi Family Trust, of six hundred thousand (600,000) shares of Series A Preferred Stock (as defined below).

On August 31, 2022, the Company filed with the Secretary of State a Certificate of Designation of Series A Preferred Stock (the “Series A Certificate of Designation”) and a Certificate of Designation of Series B Convertible Preferred Stock, with a par value of $0.001 per share (the “Series B Preferred Stock”)( such Certificate of Designation the “Series B Certificate of Designation, and together with Series A Certificate of Designation, the “Certificates of Designation”) designating the preferences, limitations, powers, conversion features and relative rights of the Series A Preferred and Series B Preferred, respectively. The Company designated one million six hundred thousand (1,600,000) shares of its authorized and unissued preferred stock as Series A Preferred Stock and fifty-four thousand (54,000) shares of its authorized and unissued preferred stock as Series B Preferred Stock. The Certificates of Designation became effective with the Secretary of State upon filing.

Fair ValueSeries A Preferred Stock shall convert into such number of Financial Instrumentsfully paid and non-assessable shares of Common Stock that represent twenty percentage (20%) of the Company’s issued and outstanding Common Stock as computed one day prior the Company is listed on Nasdaq for trading Common Stock. The time of the conversion shall be the date on which the Company’s securities are listed on a national exchange, after giving effect to any securities issued in connection with such uplisting to a national exchange. Upon the conversion and the issuance of the conversion shares further thereto, the shares of Series A Preferred Stock shall be deemed cancelled and of no further force or effect. Series B Preferred Stock shall have the right to convert all or any portion of such holder’s Series B Preferred Stock into fully paid and non-assessable shares of Common Stock at any time or from time to time at such holder’s sole discretion (the “Conversion Right”).

The Company's financial instruments consistEach share of cashSeries B Preferred Stock as to which the Conversion Right is exercised shall be converted into shares of the Company’s issued and cash equivalents, accounts payable and debt. The carrying amountoutstanding Common Stock at an exercise price of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.$3.13 per share.

Research and DevelopmentCommon Stock

The Company spentis authorized to issue 050,000,000 money for researchshares of common stock at a par value of $0.001 per share.

As of September 30, 2022 and development cost forDecember 31, 2021, the periodsCompany had 11,081,336 shares of its common stock issued and outstanding.

The Company did not issue any shares of its common stock during the nine months ended September 30, 2022 or 2021.

Options

As of both September 30, 2022 and December 31, 2021, the Company had no stock options outstanding.

Warrants

As of both September 30, 2021 and December 31, 2020.2021, the Company had no warrants outstanding.

Advertising CostNOTE 9 – COMMITMENTS AND CONTINGENCIES

Leases

The Company spent $0accounts for advertisementleases according to ASC 842 - Leases, which requires recognition of a right-of-use asset and lease liability for all leases at the commencement date based on the present value of lease payments over the lease term. In addition, the Company has elected other available practical expedients to not separate lease and non-lease components for all classes of underlying assets and to exclude leases with an initial term of 12 months or less. The Company determines if a contract is or contains a lease at inception.

As the implicit rate is not readily determinable for most of the Company’s lease agreements, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments. These discount rates for leases are calculated using the Company’s interest rate of promissory notes.

The Company leases various vehicles under financing leases expiring in various years through 2027. The assets and liabilities under financing leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The assets are amortized over their estimated useful lives. Amortization of assets under capital leases is included in depreciation expense for the periodsnine months ended September 30, 2021 and 2020.

NOTE 2 – GOING CONCERN

As shown in the accompanying condensed consolidated financial statements,2022. The Company has an accumulated deficitfollowing is a summary of $601,677 since its inception and had a workingproperty held under capital deficit of $82,425, negative cash flows from operations and limited business operationsleases as of September 30, 2021. These conditions raise substantial doubt as to The Company's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if The Company is unable to continue as a going concern.

The Company continues to review its expense structure. Management plans to continue raising funds through debt and equity financing. This financing may be insufficient to fund expenditures or other cash requirements. There can be no assurance that additional financing will be available to the Company on acceptable terms or at all. These financial statements do not give effect to adjustments to assets would be necessary for the Company be unable to continue as going concern.

NOTE 3 – NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLES

As of September 30, 2021,2022 and December 31, 2020, the Company had unamortized discount of $3,882 and $0 respectively.2021.

The Company analyzed the below convertible notes for derivatives noting none.Schedule of property held under capital leases

Minimum future lease Payments under financing leases at September 30, 2022 and December 31, 2021 are as follows:

On December 16, 2019, the Company issued a Promissory Note to Specialty Capital Lenders LLC (“Specialty”) in the amount of Eighty-Nine Thousand Two Hundred Fifty-Eight dollars ($89,258.00) (see Note 6. Related Party Promissory Note). The unpaid principal accrues interest at the rate of five percent (5.00%) per annum starting on January 1, 2020, and the note matures on January 31, 2021 (the “Maturity Date”). On the Maturity Date, the Company must pay Specialty the outstanding principal balance together with all accrued and unpaid interest.

 ScheduleInterest rates on financing leases vary from 2.36% to 19.28% and are imputed based upon the lower of debt

 Schedulethe Company’s incremental borrowing rate at the inception of short term debt

each lease or the lessor’s implicit rate of return.

NOTE 4 – RELATED PARTY TRANSACTIONSOperating Lease

The Company is providedleases office space by one of the officers and directors at no charge. The Company believes that this office space is sufficient for its needs for the foreseeable future.

On December 16, 2019, the Company’s former President sold the obligation owed to him by the Company of $89,258.00 to Specialty Capital Lenders, LLC an affiliate and related party to the Company. These Company liabilities were converted tocorporate headquarters in Kennesaw, Georgia under a Note Payable which started accruing interestsublease. The lease terminates on January 1, 2020 at a rate of five percent (5%) per annum. The Note matures on October 31, 2021.

As of both September 30, 2021 and December 31, 2020, the Company recorded both the principal2022 and accrued and unpaid interest related to the Promissory Note as asince it is all current, liability on its balance sheet, as the note’s October 31, 2021 maturity date is within twelve (12) months of the reporting date.

As of September 30, 2021, the Company has a balanceelected not to record any Right of Use Assets and Lease Liabilities. The lease provides for base monthly rent of $97,10860,031 and $93,733, respectively, of note payable and accrued interest payable with related parties.

NOTE 5 – STOCK HOLDERS' DEFICIT

Common Stock.

The Company is authorized to issue 50,000,000 shares of common stock, par value $0.001. As of September 30, 2021 and December 31, 2020, there were 11,081,336 shares of common stock outstanding.

During the nine months ending September 30, 2021,leases corporate office space in Austin, Texas. In January 2022, the Company did not issue any common stock.

Duringentered into a sixty-four month lease through June 2027. As part of the nine months ending September 30, 2020,agreement the Company issued 300,000 common shares for $75,000 cash and issued no preferred stock.

Preferred Stockreceived four months free rent. The Company makes tiered lease payments on the 1st of each month. The Company’s lease does not have any residual value guarantees or restrictive covenants.

The Company is authorized to issue 5,000,000 sharesclassified the lease as an operating lease and determined that the value of preferred stock, par valuethe right of use lease assets (“ROU”) and liability at the inception of the lease was $0.001. As of September 30, 2021 and December 31, 2020, there were 600,000214,389 sharesusing a discount rate of preferred stock outstanding.10%, which is the rate of the note payable. As the implicit rate is not readily determinable for the lease, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments. The lease effective date is April 1, 2022.

During the nine months ending September 30, 2021The Company leases office and 2020,warehouse space in Marietta, Georgia. In June 2022, the Company didentered into a sixty month lease through June 2027. As part of the agreement the Company received $100,000 of finish out allowance. The Company makes tiered lease payments on the 1st of each month. The Company’s lease does not issuehave any preferred stock.residual value guarantees or restrictive covenants.

The Company classified the lease as an operating lease and determined that the value of the right of use lease assets (“ROU”) and liability at the inception of the lease was $1,792,342 using a discount rate of 10%, which is the rate of the note payable. As the implicit rate is not readily determinable for the lease, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments. The lease effective date is June 15, 2022.

The Company’s components of lease cost are as follows:

Options and WarrantsOther Contingencies

As of September 30, 2021 and December 31,Coronavirus Pandemic

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States of America. Efforts implemented by local and national governments, as well as businesses, including temporary closures, are expected to have adverse impacts on local, national and the global economies. Although the disruption is currently expected to be temporary, there is uncertainty around the duration and the related economic impact. Therefore, while we expect this matter to have an impact our business, the impact to our results of operations and financial position cannot be reasonably estimated at this time.

Russia-Ukraine conflict

The Russian-Ukraine conflict is a global concern. The Company hasdoes not have any direct exposure to Russia or Ukraine through its operations, employee base, investments or sanctions. We have no options or warrants outstanding. basis to evaluate the possible risks of this conflict.

NOTE 610 – INCOME TAXESNOTES PAYABLE

On January 21, 2022, the Company issued the Note to GNET ATC, INC. in an aggregate principal amount of $44 million. The Company follows ASC 740, Accounting for Income Taxes. During 2009, there wasNote bears interest at a change in controlrate of 10% per annum and matures on the Maturity Date, January 21, 2025. The principal balance of the Company. Under section 382Note must be repaid in equal monthly installments commencing September 23, 2022, with the final payment due on the Maturity Date. Interest is calculated on the basis of a 360-day year for the actual number of days elapsed and is payable as a balloon payment on the Maturity Date. Prepayments are permitted subject to certain terms and conditions. The Note is secured by substantially all of the Internal Revenue Code such a change in control negates much of the tax loss carry forward and deferred income tax. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amountsCompany’s assets. The proceeds were used for income tax reporting purposes,working capital and (b) net operating loss carry forwards. For federal income tax purposes,to fund the Company uses the accrual basisacquisition of accounting, the same that is used for financial reporting purposes.AMR Resources as described previously and below.

The Company did not have taxable income during 2021.make the monthly installments due starting on September 23, 2022 and is in negotiation with the lender to modify the loan and its terms.

Acquisition of AMR Resources

On February 1, 2022, the Company completed the AMR Resources Acquisition for $40.4 million in cash, pursuant to the AMRR Agreement, subject to post-closing adjustment as contemplated therein. In contemplation of the AMR Resources Acquisition, OnePath formed AMR Resources and contributed those assets necessary for the operation of its integrated services business. As a result of the AMR Resources Acquisition, the Company acquired all of the outstanding limited liability company interests of AMR Resources and the former integrated services business of OnePath and AMR Resources became a wholly owned subsidiary of the Company.

AMR Resources has approximately 125 vehicle leases which are accounted for as finance leases and included in assets under property and equipment and in liabilities under notes payable. The following is a schedule of the Company’s long-term debt:

Schedule of long term debt

The Company's deferred taxCompany purchased the following assets consisted(liabilities) on February 1, 2022 for $40.4 million, with the difference being recorded as goodwill. The following represent the fair value of the following asassets and liabilities per the best and most current information available at the time of September 30, 2021,acquisition. The recorded amounts are subject to adjustment from valuation reports post-closing.

Schedule of assets and December 31, 2020:liabilities