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): ~~March 22~~July 16, ~~2024 (March 20, 2024)~~2025

DEEP GREEN WASTE & RECYCLING, INC.

(Exact name of registrant as specified in its charter)

Wyoming

000-56190

30-1035174

(State of Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

~~260~~3524 ~~Edwards~~Central ~~Plz~~Pike, ~~#21266~~Suite 310, ~~Saint Simons Island~~Hermitage, GATN ~~31522~~37076

(833) 304-7336

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

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: None

Title of each class Trading Symbol Name of each exchange on which registered ~~Common Stock DGWR OTC Pink~~None

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 2 4.01. ~~Completion~~Change ofin ~~Acquisition~~Registrant’s orCertifying ~~Disposition of Assets~~Accountant.

~~On March 20, 2024, Deep Green Waste & Recycling, Inc.~~ (~~“Deep Green”~~a) ~~completed~~Dismissal ~~the sale~~ of ~~substantially~~Independent ~~all~~Registered ofPublic ~~the~~Accounting assets of its subsidiary, DG Research Inc, dba AMWASTE (“DGRI”) to Amwaste of Georgia, LLC (“Buyer”) for a purchase price of $175,000. Simultaneously, in the same transaction, certain assets were sold to Buyer by Tyler’s Couch, LLC, a single member LLC owned by Bill Edmonds, Deep Green’s Chairman and CEO, for a purchase price of $10,000.Firm

AOn ~~copy~~December of30, ~~the~~2024, ~~Purchase~~Deep ~~and~~Green ~~Sale~~Waste ~~Agreement~~& ~~between~~Recycling ~~Buyer~~(the ~~and~~“Company”) ~~Sellers~~dismissed isMichael ~~attached~~T. ~~hereto~~Studer CPA P.C. (“MTS CPA”) as ~~Exhibit~~the 99Company’s independent registered public accounting firm in light of the retirement of Mr.1 ~~and~~Studer, ~~incorporated~~the ~~herein~~president byof ~~this~~MTS CPA. ~~reference~~The dismissal was approved by the board of directors (the “Board”) of the Company and became effective on January 2, 2025.

Exhibit No.		Description
99.1		PURCHASE AND SALE AGREEMENT
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

MTS CPA’s report on the financial statements of the Company for the years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion, nor was such report qualified or modified as to uncertainty, audit scope, or accounting principle, other than an explanatory paragraph regarding the Company’s ability to continue as a going concern.

During the Company’s fiscal years ended December 31, 2023 and December 31, 2022 and the subsequent interim period from January 1, 2024 to December 30, 2024, (i) there were no disagreements with MTS CPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MTS CPA, would have caused MTS CPA to make reference to the subject matter of the disagreements in connection with its report, and (ii) there were no “reportable events” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has requested that MTS CPA furnish to the Company a letter addressed to the U.S. Securities and Exchange Commission stating whether or not MTS CPA agrees with the above statements. A copy of such letter, dated January 6, 2025, is filed as Exhibit 16.1 to this current report on Form 8-K.

(b)

Engagement of New Independent Registered Public Accounting Firm

On December 30, 2024, the Company engaged HHL LLP (“HHL”) as its new independent registered public accounting firm, effective January 2, 2025. The engagement was approved by the Board.

During the Company’s fiscal years ended December 31, 2023 and December 31, 2022 and the subsequent interim period from January 1, 2024 to December 30, 2024, neither the Company nor anyone on its behalf consulted with HHL regarding (i) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that HHL concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any “reportable event” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signature

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.

	DEEP GREEN WASTE & RECYCLING, INC.
Date: March 22, 2024	By:	/s/ Bill Edmonds
Date: July 16, 2025	By:	/s/ Bill Edmonds
		Bill Edmonds
		Chief Executive Officer

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