UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report:
Date of earliest event reported: February 2, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code:
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)) |
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | MGBH | OTC Markets |
Item 8.01 Other Events
On February 1, 2022, MBG Holdings, Inc. (the “Company” or “MBG”) purchased AMR Resources, LLC (AMR) which was announced in an 8-K filed with the SEC on February 3, 2022 and incorporated herein by reference. AMR was part of a larger company and therefore needed to be audited as if it were a separate entity which we refer to as the “Carve Out Audit”.
The Company received the Carve Out Audit for AMR for the Twelve Months Ended December 31, 2021 and 2020 from Cherry Bekaert LLP, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The Company is in process of having its consolidated financial statements audited for the twelve months ended December 31, 2022, which will consolidate the accounts of AMR and MBG. As soon as practicable after the consolidated audit for 2022 is complete, the Company will file its Form 10-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | AMR Resources, LLC Carve Out Audit for the Twelve Months Ended December 31, 2021 and 2020. |
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: August 2, 2023 | MBG Holdings Inc. | ||
| By: | /s/ James Frinzi | ||
| Name: | James Frinzi | ||
| Title: | Chairman and Principal | ||
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