SecProbe.io

CORRESP
1
filename1.htm

August
4, 2025

To:
United States Securities and Exchange Commission

c/o
Lily Dang and/or Karl Hiller

Washington,
D.C.20549

RE:
Form 10K for the fiscal year ended December 31, 2024

Filed
July 18, 2025

File
No. 000-56190

To
whom it may concern:

We
are in receipt of your letter dated July 22, 2025. We believe we have addressed all of your concerns and specifically address each of
the six comments below. Supporting worksheets and documents are attached.

SEC
Comment #1.

We
have filed an amended 10K/A to correct or modify the items mentioned in this letter. (Attached)

SEC
Comment #2.

We
have filed an amended 8K – Change of Auditor, to further reflect that our prior auditor has had their registration revoked as a
censure measure of the PCAOB. (Attached)

SEC
Comment #3.

We
will file a 10Q report for the quarter ended March 31, 2025 as soon as possible following the completion and proper filing of the amended
10K for the year ended December 31, 2024.

SEC
Comment #4.

Amended
10K will have a properly dated audit report.

SEC
Comment #5.

Sub-comment
1

Total
Other Expense category foots appropriately. See Support Page #2.

Sub-comment
2

$26,388
of Gain on Discontinued Operations was inadvertently included (rolled up) with Misc Other Gains/Losses. In the new presentation, this
gain is separately presented and Misc Other Gains/Losses likewise adjusted to reflect the break-out. See Support Page #1.

SEC
Comment #6.

Again
addresses presentation per Comment #5, Sub-comment 2. Other than grouping the gain on disposition with Other Misc Gains and Losses, we
believe the accounting, workpapers and procedures were properly followed. The new presentation, along with improved descriptions can
be seen on Support Page #2 – attached.

Cordially,

Bill
Edmonds

CEO/CFO

DEEP
GREEN Waste & Recycling, Inc.

3524
Central Pike | Suite 310 | Hermitage | TN | 37076

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
8-K/A

Amendment
No. 1

CURRENT
REPORT

Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date
of Report (Date of earliest event reported): July
29, 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)

3524
Central Pike, Suite 310, Hermitage, TN 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

    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
4.01. Change in Registrant’s Certifying Accountant.

(a)
Dismissal of Independent Registered Public Accounting Firm

On
December 30, 2024, Deep Green Waste & Recycling, Inc. (the “Company”) dismissed Michael T. Studer CPA P.C. (“MTS
CPA”) as the Company’s independent registered public accounting firm. The dismissal was approved by the Company’s Board
of Directors and became effective on January 2, 2025.

Subsequent
to the dismissal and prior to the filing of this amended Current Report on Form 8-K, the Public Company Accounting Oversight Board (“PCAOB”)
issued an order revoking the registration of MTS CPA. A copy of the PCAOB’s order can be found on its website under order number
105-2025-022-Studer.

MTS
CPA’s reports on the Company’s financial statements for the fiscal years ended December 31, 2023, and December 31, 2022,
did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting
principles, except for 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 through 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 procedures, 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 disagreement in connection with its reports on the financial statements, and (ii) there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The
Company requested that MTS CPA furnish a letter addressed to the U.S. Securities and Exchange Commission stating whether or not it agrees
with the statements made herein. A copy of such letter, dated July 29, 2025, is filed as Exhibit 16.1 to this amended Current Report
on Form 8-K.

(b)
Engagement of New Independent Registered Public Accounting Firm

Effective
January 2, 2025, the Company engaged HHL LLP (“HHL”) as its new independent registered public accounting firm. The engagement
was approved by the Company’s Board of Directors.

During
the Company’s two most recent fiscal years ended December 31, 2023, and December 31, 2022, and the subsequent interim period through
December 30, 2024, neither the Company nor anyone acting on its behalf consulted with HHL regarding (i) the application of accounting
principles to any specific transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s
financial statements, or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation
S-K or a reportable event as defined in Item 304(a)(1)(v) of Regulation S-K.K.

Item
9.01. Financial Statements and Exhibits.

(d)
Exhibits

    Exhibit
    No.

    Description

    16.1

    Letter from Former Auditor

    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:
    July 29, 2025
    By:
    /s/
    Bill Edmonds

    Bill
    Edmonds

    Chief
    Executive Officer

EXHIBIT
16.1

July 29, 2025

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

Ladies
and Gentlemen:

We
were previously principal accountant for Deep Green Waste & Recycling, Inc., a Wyoming corporation (the “Company”).
We have read the disclosures under “item 4.01. Changes in Registrant’s Certifying Accountant” in the
Company’s current report on Form 8-K. dated July 29, 2025, and we are in agreement with the disclosures there under as it
relates to our firm. We have no basis to agree or disagree with other statements contained under such Item 4.01.

    /s/  Michael
    T. Studer CPA P.C.

    Freeport,
    New York

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.
20549

FORM 10-K/A

Amendment No.1

☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the Fiscal Year Ended December 31, 2024

or

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to
_____________

Commission File Number: 000-56190

    DEEP GREEN WASTE & RECYCLING, INC.

    (Exact name of registrant as specified in its charter)

    Wyoming

    30-1035174

    (State or other jurisdiction of

    incorporation or organization)

    (I.R.S. Employer

    Identification No.)

3524 Central Pike,
#310, Hermitage, TN 37076

(Address of principal
executive offices, including Zip Code)

(833) 304-7336

(Issuer’s telephone
number, including area code)

NOT APPLICABLE

(Former name or former
address if changed since last report)

Securities registered pursuant to Section 12(g)
of the Act: Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐
No ☒

Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☒
No ☐

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐

Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the
best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b–2 of the Exchange Act.

    Large accelerated filer
    ☐
    Accelerated filer
    ☐

    Non-accelerated filer
    ☒
    Smaller reporting company
    ☒

    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 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒

The aggregate market value on December 31, 2024
(the last business day of the Company’s most recently completed fourth quarter) of the voting common stock held by non-affiliates
of the registrant, computed by reference to the closing price of the stock on that date, was approximately $165,281 The registrant does
not have non-voting common stock outstanding.

As of July 29, 2025, there were 16,859,072 shares
of the registrant’s common stock outstanding.

EXPLANATORY
NOTE

This
Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to the Annual Report on Form 10-K of Deep Green  Waste & Recycling,
Inc. (the “Company,” “Deep Green,” “we,” “us,” or “our”) for the year ended
December 31, 2024, filed with the Securities and Exchange Commission on July 18, 2025 (the “Original 10-K”), is being filed
for the purposes of including additional information required by Form 10-K. Unless expressly stated, this Amendment does not reflect
events occurring after the filing of the Original 10-K, but it may modify or otherwise update the disclosures contained in the Original
10-K. Accordingly, this Amendment should be read in conjunction with the Original 10-K and with the Company’s filings with the
SEC subsequent to the filing of the Original 10-K.

Cautionary
Note Regarding Forward Looking Statements

This
annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The words “believe,” “expect,” “anticipate,” “intend,”
“estimate,” “may,” “should,” “could,” “will,” “plan,” “future,”
“continue, “and other expressions that are predictions of or indicate future events and trends and that do not relate to historical
matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future
events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number
of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this
document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide variety of
factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs.
There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the
section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by any forward-looking statements.

Important
factors that may cause the actual results to differ from the forward-looking statements, projections or other expectations include, but
are not limited to, the following:

    ●
    risk that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure controls and procedures;

    ●
    risk that we fail to meet the requirements of the agreements under which we acquired our business interests, including any cash payments to the business operations, which could result in the loss of our right to continue to operate or develop the specific businesses described in the agreements;

    ●
    risk that we will be unable to secure additional financing in the near future in order to commence and sustain our planned development and growth plans;

    ●
    risk that we cannot attract, retain and motivate qualified personnel, particularly employees, consultants and contractors for our operations;

    ●
    risks and uncertainties relating to the various industries and operations we are currently engaged in;

    ●
    results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future growth, development or expansion will not be consistent with our expectations;

    ●
    risks related to the inherent uncertainty of business operations including profit, cost of goods, production costs and cost estimates and the p