SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q



(Mark One)


[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2014


OR


[    ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934


From the transition period from ___________ to ____________.


Commission File Number 333-168089


AMERICAN METALS RECOVERY AND RECYCLING INC.

(Exact name of small business issuer as specified in its charter)


Nevada

 

27-2262066

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)


61 Broadway, 32nd Floor

New York, NY 10006

(Address of principal executive offices)


(917) 289-1998

(Issuer's telephone number)


N/A

(1713 Moorish Lane, Heath, Texas 75032)


Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ X ]   No [     ].


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

 


 

 Large Accelerated Filer [  ]

Accelerated Filer [  ]

 

 

 

 

 Non-Accelerated Filer [  ]

Smaller Reporting Company [X] 

 


Indicate by a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act: Yes[  ] No [X].


Indicate by check mark whether the registrant has submitted electronically and posted on its website, if any, every Interactive File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS325.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files),  Yes [   ]   No [X ]


As of March 11, 2015, there were 10,096,336  shares of Common Stock of the issuer outstanding.










 


 

TABLE OF CONTENTS


Items

Page

 

PART I

 

Item 1

Consolidated Financial Statements

3-8

 

 

 

Item 2

Managements Discussion and Analysis or Plan of Operation

                                        9-10




Item 3

Quantitative and Qualitative Disclosures about  Market Risk

                                           10

 

 

 

Item 4

Controls and Procedures                                                                                       

                                           10



 

 

 PART II


Item 1

Legal Proceedings

11




Item 1A

Risk Factors

11




Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

11




Item 3

Defaults Upon Senior Securities

11




Item 4

Mine Safety Disclosures

11




Item 5

Other Information

11

 

 


Item 6

Exhibits

12-14





Signatures

14














 


 

 

PART I FINANCIAL INFORMATION

Item 1. Financial Statements


AMERICAN METALS RECOVERY AND RECYCLING, INC.

Consolidated Balance Sheets









ASSETS












September 30,


December 31,




2014


2013

CURRENT ASSETS

(unaudited)


 







 


Cash

$

          87,069


$

        136,766


Accounts receivable


           2,375



          23,858


Refundable deposits and advances


                  -



          51,187


Inventory

 

        104,203


 

          93,373











Total Current Assets

 

        193,647


 

        305,184









PROPERTY AND EQUIPMENT, net

 

        227,198


 

        464,696











TOTAL ASSETS

$

        420,845


$

        769,880









LIABILITIES AND STOCKHOLDERS' (DEFICIT)









CURRENT LIABILITIES















Accounts payable and accrued expenses

$

        155,738


$

        127,963


Accrued expenses - related parties


        192,243



        137,550


Notes payable - related parties


        187,074



        276,485


Line of credit


        141,108



        372,609




 

 


 

 



Total Current Liabilities

 

        676,163


 

        914,607











TOTAL LIABILITIES

 

        676,163


 

        914,607









STOCKHOLDERS'  (DEFICIT)


   













Preferred stock, $0.001 par value, 20,000,000 shares







authorized, 600,000 and no shares


   



   


 issued and outstanding, respectively


              600



                  -


Common stock, $0.001 par value, 125,000,000 shares







authorized, 9,996,336 and 9,000,000 shares







 issued and outstanding, respectively


           9,996



           9,000


Additional paid-in capital


          15,675



          16,671


Accumulated deficit

 

       (281,589)


 

       (170,398)











Total Stockholders' (Deficit)

 

       (255,318)


 

       (144,727)











TOTAL LIABILITIES AND  STOCKHOLDERS' (DEFICIT)

$

        420,845


$

        769,880









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


 

AMERICAN METALS RECOVERY AND RECYCLING, INC.

Consolidated Statements of Operations

(unaudited)

 














 




For the Three Months Ended


For the Nine Months Ended

 




September 30,


September 30,

 




2014


2013


2014


2013

 







 





 

 















 

REVENUE

$

709,068


$

796,517


$

2,440,500


$

2,427,128

 

COST OF SALES

 

435,402


 

519,865


 

1,501,932


 

1,605,672

 















 

GROSS PROFIT

 

273,666


 

276,652


 

938,568


 

821,456

 





 



 



 



 

 

OPERATING EXPENSES


   






   




 















 


Fuel


62,169



76,907



171,413



201,642

 


Depreciation expense


27,828



30,355



90,483



93,010

 


Salaries


90,351



86,114



337,411



270,038

 


General and administrative expenses


115,238



110,730



479,594



378,313

 




 

 


 

 


 

 


 

 

 



Total Operating Expenses

 

295,586


 

304,106


 

1,078,901


 

943,003

 















 

INCOME (LOSS) FROM OPERATIONS

 

 (21,920)


 

 (27,454)


 

 (140,333)


 

 (121,547)

 















 

OTHER INCOME (EXPENSES)












 















 


Gain on sale of assets


40,495



2,143



56,530



2,143

 


Interest expense

 

 (17,383)


 

 (14,556)


 

 (27,388)


 

 (25,834)

 





 .










 



Total Other Income (Expenses)

 

23,112


 

 (12,413)


 

29,142


 

 (23,691)

 















 

INCOME (LOSS) BEFORE INCOME TAXES


1,192



 (39,867)



 (111,191)



 (145,238)

 















 

PROVISION FOR INCOME TAXES

 

-


 

                       -


 

                   -


 

                     -

 















 

NET INCOME (LOSS)

$

1,192


$

             (39,867)


$

       (111,191)


$

145,238)

 





 



 



 



 

 

BASIC AND DILUTED INCOME (LOSS) PER SHARE

$

0.00


$

(0.00)


$

(0.01)


$

(0.02)

 















 

WEIGHTED AVERAGE NUMBER OF












 

COMMON SHARES OUTSTANDING -












 

BASIC AND DILUTED

 

9,996,336


 

9,000,000


 

9,480,425


 

9,000,000

 















 

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


AMERICAN METALS RECOVERY AND RECYCLING, INC.

Consolidated Statements of Stockholders' Equity (Deficit)

 (Unaudited)















   















Additional


 















Paid-in


Retained





Preferred Stock


Common Stock


Capital


Earnings


 



Shares


Amount


Shares


Amount


(Deficit)


(Deficit)


Total




















Balance, December 31, 2012

                   -

 

$

                 -

 

9,000,000

 

$

9,000

 

$

16,671

 

$

(4,691)

 

$

20,980

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2013

                   -

 

 

                 -

 

                 -

 

 

-


 

              -

 

 

(165,707)

 

 

(165,707)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2013

                   -

 

 

                 -

 

9,000,000

 

 

9,000

 

 

16,671

 

 

(170,398)

 

 

(144,727)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recapitalization, net of cancellation of



















    6,350,000 shares for simultaneous



















    Divesture of prior operations

                   -

 

 

                 -

 

996,336

 

 

996

 

 

(996)

 

 

               -

 

 

               -




















Preferred shares issued for services

         600,000

 

 

            600

 

                 -

 

 

-

 

 

              -

 

 

               -

 

 

           600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the nine months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2014

                   -

 

 

                 -

 

                 -

 

 

-


 

              -

 

 

(111,191)

 

 

(111,191)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2014

600,000

 

$

600

 

9,996,336

 

$

9,996

 

$

15,675

 

$

(281,589)

 

$

(255,318)







   






   







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


AMERICAN METALS RECOVERY AND RECYCLING, INC.

Consolidated Statements of Cash Flows

(unaudited)









 





For the Nine Months Ended





September 30,





2014


2013





 


 

CASH FLOWS FROM OPERATING ACTIVITIES







Net loss

$

        (111,191)


$

       (145,238)


Adjustments to reconcile net loss to net







   cash provided by (used in) operating activities:








Depreciation


           90,483



         93,010



Preferred stock issued for services


               600



                  -



Gain on sale of assets


          (56,530)



          (2,425)


Changes in operating assets and liabilities








Accounts receivable


           21,483



          (5,262)



Refundable deposits and advances


           51,187



                  -



Inventory


          (10,830)



        (52,499)



Accounts payable and accrued expenses-related parties


           54,693



         58,000



Accounts payable and accrued expenses


           27,775



        (23,544)





 

 


 

 




Net Cash Provided by (Used in) Operating Activities

 

           67,670


 

        (77,958)










CASH FLOWS FROM INVESTING ACTIVITIES
















Sale of property and equipment

 

         203,545


 

         19,352













Net Cash Provided by  Investing Activities

 

         203,545


 

         19,352










CASH FLOWS FROM FINANCING ACTIVITIES







Repayments on related party loans


          (89,411)



                  -


Repayment of line of credit

 

        (231,501)


 

          (9,067)













Net Cash Provided by (Used in) Financing Activities

 

        (320,912)


 

          (9,067)










NET DECREASE IN CASH


          (49,697)



        (67,673)










CASH AT BEGINNING OF PERIOD

 

         136,766


 

         82,703










CASH AT END OF PERIOD

$

           87,069

   

$

         15,030










SUPPLEMENTAL DISCLOSURES OF






 

CASH FLOW INFORMATION:
















CASH PAID FOR:








Interest

$

           20,195


$

         25,834



Income taxes


                    -



                  -











NON CASH FINANCING ACTIVITIES:

















Issuance of 996,336 shares of common stock which is net of









The cancellation of 6,350,000 shares associated









With the divesture of past operations

$

                  -   


$

                -   










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




 


 

 AMERICAN METALS RECOVERY AND RECYCLING, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2014 and 2013


NOTE 1 - CONDENSED FINANCIAL STATEMENTS


The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2014 and for all periods presented have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2013 audited financial statements filed in an 8-K filed on April 11, 2014. The results of operations for the period ended September 30, 2014 and 2013 are not necessarily indicative of the operating results for the full years.


On April 7, 2014, the Company (fka Premier Oil Field Services, Inc.), 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 Companys wholly-owned subsidiary (the Acquisition) and the Company changed its name to American Metals Recovery and Recycling, Inc. The 9,000,000 shares were valued at the value of the common stock and additional paid in capital of Perfect Metals.

 

In addition, pursuant to the terms and conditions of the Exchange Agreement Immediately following the Acquisition the Company cancelled 6,350,000 shares of Common Stock, in connection with the Agreement of Conveyance, Transfer and Assignment of  Assets and Assumption of Obligations (the Agreement). Under terms of the Agreement the Company returned all of the assets and obligations of Premier Oil Field Services, Inc. to the transferring shareholders. Accordingly, the Company has presented the recapitalization as being a net issuance of 996,336 shares of common stock valued at a zero value which represented the net assets and liabilities of Premier Oil Field Services after the divesture of the prior operations.


After the completion of the agreements described above the shareholders of the Perfect Metals became the controlling shareholders of the Company. Accordingly, the transaction is accounted for as a recapitalization of Perfect Metals, whereby the historical financial statements of Perfect Metals are presented as those of the combined entity.


NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

   

Principles of Consolidation

The accompanying financial statements present on a consolidated basis the financial position and operations of Whispers and Perfect as the predecessors to the Company. All significant intercompany transactions have been eliminated in the consolidation.


Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

  

Cash and Cash Equivalents

We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.

  

Accounts Receivable

Management reviews accounts receivable periodically to determine if any receivables will potentially be uncollectible. Managements evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, economic conditions, and our historical write-off experience, net of recoveries. The Company includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve, in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Companys allowance for bad doubtful accounts was $-0- and $-0- as of September 30, 2014 and 2013, respectively.


Inventory



 


 

The Companys inventory is comprised of scrap metals held for resale to metal recyclers and is recorded at the lower of cost or market on a first in first out basis. The Companys inventory of scrap metals was $104,203 and $93,373  as of September 30, 2014 and December 31, 2013, respectively.

 AMERICAN METALS RECOVERY AND RECYCLING, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2014 and 2013


NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   

Revenue Recognition

The Companys revenues derive from the sale of scrap metals. Revenue is recognized at the time of sale if collection is reasonably assured. The time of sale is determined to be the point at which the scrap metals are delivered to and accepted by the customer.  The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.


NOTE 3 RELATED-PARTY TRANSACTIONS


During the nine months ended September 30, 2014 and 2013 the Company made repayments on notes payable related party of $89,411 and $-0-, respectively.


As of September 30, 2014 and December 31, 2013 the outstanding balance on the notes payable related party was $187,074 and $276,485, respectively.


NOTE 4 LINE OF CREDIT


Line of Credit

The Companys founder has a bank line of credit, in the original amount of $440,000, which is secured by the Companys inventory and equipment and is accordingly accounted for as a liability of the Company. The line of credit accrues interest at 6.75% per annum and requires monthly payments of $5,000 with the balance due on March 1, 2015. As of September 30, 2014 and December 31, 2013 the outstanding balance on the line of credit was $141,108 and $372,609, respectively.


NOTE 5 COMMITMENTS AND CONTINGENCIES


The Company currently leases office space and property at a rate of $2,800 per month for an aggregate total of $33,600 annually. The term of the lease is one year beginning April 1, 2012. The Company renewed the lease through March 31, 2015.


NOTE 6 SIGNIFICANT EVENTS


On August 22, 2014, the Company filed a Certificate of Designation (the Certificate of Designation) of Series A Preferred Stock with the Secretary of State of Nevada. Pursuant to the Certificate of Designation:





  

·

5,000,000 shares of preferred stock were designated Series A Preferred Stock (the Series A Preferred Stock), which Series A Preferred Stock holds no conversion rights or rights to dividends.





  

·

The Series A Preferred Stock will vote as a single class with the common stock and the holders of the Series A Preferred Stock will have the number of votes equal to 10 times the number of shares of Series A Preferred Stock.





  

·

Upon liquidation, the holders of the Series A Preferred Stock will have the right to receive, prior to any distribution with respect to the common stock, the Stated Value (plus any other fees or liquidated damages payable thereon).


On August 22, 2014, the Companys board of directors, approved the issuance (i) to Gordon Muir, the Companys current Chief Executive Officer, Chairman, and Chief Financial Officer, 500,000 shares of the Companys newly designated Series A Preferred Stock in consideration of his services to the Company, and (ii) to Gordon Muirs spouse, 100,000 shares of the Companys newly designated Series A Preferred Stock.


NOTE 7 SUBSEQUENT EVENTS


On October 1, 2014, a receiver was appointed to manage the day to day operations of Perfects Metals LLC and Whispers LLC, the wholly owned subsidiaries of Perfect Metals USA, the wholly owned subsidiary of the Company. The receiver will remain in place pending the settlement of litigation between the 2 founding shareholders of Perfect Metals USA.


In accordance with ASC 855, management evaluated subsequent events through the date these consolidated financial statements were issued and the Company had no additional material subsequent events to report.



 


 

  

 



 


 

Item 2.  MANAGEMENTS DISCUSSION AND ANALYSIS


Executive Overview


On April 7, 2014, the Company (fka Premier Oil Field Services, Inc.), 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 Companys wholly-owned subsidiary (the Acquisition) and the Company changed its name to American Metals Recovery and Recycling, Inc.

 

In addition, pursuant to the terms and conditions of the Exchange Agreement Immediately following the Acquisition the Company cancelled 6,350,000 shares of Common Stock, in connection with the Agreement of Conveyance, Transfer and Assignment of  Assets and Assumption of Obligations (the Agreement). Under terms of the Agreement the Company returned all of the assets and obligations of Premier Oil Field Services, Inc. to the transferring shareholders.


After the completion of the agreements described above the shareholders of the PM became the controlling shareholders of the Company. Accordingly, the transaction is accounted for as a recapitalization of PM, whereby the historical financial statements of PM are presented as those of the combined entity.


Following the Acquisition, the Company carried on the business of PM as the Companys primary line of business. PM was incorporated on October 10, 2012 as a closely-held Nevada corporation for the purpose of holding the equity interests and assets of a number of related entities in various businesses related to metals recycling and trucking. PM owns all of the outstanding equity interests of its two subsidiaries, Perfect Metals USA LLC, incorporated in 2010 and Whispers Trucking LLC, incorporated in 2009. Perfect Metals operates these businesses as individual wholly owned subsidiaries of Perfect Metals. Each operating business earns revenue from different sources but are both related to the purchase for resale and trucking of ferrous and non-ferrous metals for recycling.

 

RESULTS FOR THE THREE MONTHS ENDED September 30, 2014 and 2013


REVENUE.  Revenue for the three months ended September 30, 2014 was $709,068 compared to $796,517 for the three month period ended September 30, 2013.   The decrease in sales of $87,449 is due to a decline in scrap metal prices. We expect revenues to continue to be driven by scrap metal prices for the remainder of 2014.


GROSS PROFIT.  Gross profit for the three months ended September 30, 2014 was $273,666 (39%) compared to $276,652 (35%), for the three months ended September 30, 2013.   We were able to improve our margins by offering our customers cash payments for scrap metals. We expect our margins to continue in the same range for the remainder of 2014.


OPERATING EXPENSES. Total operating expenses for the three months ended September 30, 2014 were $295,586 compared to $304,106 for the three months ended September 30, 2013. The decrease was due to a decrease in our fuel expenses. We expect to continue to incur costs related to due diligence on potential acquisitions for the next year. We expect to incur significant costs related to the engagement of the receiver until the litigation between the founding shareholders is resolved.


NET INCOME (LOSS). Net income for the three months September 30, 2014 was $1,192 compared to net loss of $39,867 for the three months ended September 30, 2013.   The loss from operations for the three months ended September 30, 2014 of $21,920 was offset by a gain on the sales of excess equipment of $40,495.


RESULTS FOR THE NINE MONTHS ENDED September 30, 2014 and 2013


REVENUE.  Revenue for the nine months ended September 30, 2014 was $2,440,500 compared to $2,427,128 for the nine month period ended September 30, 2013.   The increase in sales of $13,372 is due to a pent up supply of scrap metals after the extremely hard winter in the first quarter of 2014 in north central Missouri. We expect revenues to continue at the same level for the remainder of 2014.


GROSS PROFIT.  Gross profit for the nine months ended September 30, 2014 was $938,568 (38%) compared to $821,456 (34%), for the nine months ended September 30, 2013.   We were able to improve our margins by offering our customers cash payments for scrap metals. We expect our margins to continue in the same range for the remainder of 2014.


OPERATING EXPENSES. Total operating expenses for the nine months ended September 30, 2014 were $1,078,901 compared to $943,003 for the nine months ended September 30, 2013. The increased expense is directly related the costs of being public. Also included in operating expenses for the nine months ended September 30, 2014 is a one time charge of $50,000 for the impairment of the deposit made on the purchase of a scrap yard and $31,803 in additional professional fees related to going



 


 

public. We expect to continue to incur costs related to due diligence on potential acquisitions for the next year.


NET INCOME (LOSS). Net loss for the nine months September 30, 2014 was $111,191 compared to net loss of $145,238 for the nine months ended September 30, 2013.   The loss from operations for the nine months ended September 30, 2014 of $140,333 was offset by a gain on the sales of excess equipment of $56,530.

 

LIQUIDITY AND CAPITAL RESOURCES.  


Trends, events or uncertainties impact on liquidity:


The Company knows of no trends, additional events or uncertainties that would impact liquidity other than the volatility of the oil and gas market.


In addition to the preceding, the Company plans for liquidity needs on a short term and long term basis as follows:


Short Term Liquidity


The Company has an accumulated deficit of $281,589 as of September 30, 2014.   The Company has relied on external sources of financing to assist short-term working capital needs; through bank loans and shareholder advances.  The Company has negative working capital of $482,516 due to shareholder loans of $187,074 and a bank line of credit of $141,108.  Cash flows from operations for the nine months ended September 30, 2014 were $67,670.

.

Long Term Liquidity


The Company has a line of credit secured by its equipment. The Company repaid $220,000 of the line of credit during the nine months ended September 30, 2014. The Company also repaid $89,411 of related party loans during the nine months ended September 30, 2014. The Company received $203,545 from the sale of excess equipment during the nine months ended September 30, 2014.


The Company has historically financed itself through shareholder loans and a line of credit with its bank. The Company is presently seeking equity and debt financing to expand its operations into other parts of the United States. The Company has no commitments for such financing at this time. The Companys management believes that its cash reserves are sufficient to meet its present operating needs for at least the next 12 months.


Item 3:  Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.


Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2014.  This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are not effective.

 

Based upon an evaluation conducted for the period ended September 30, 2014, our Chief Executive and Chief Financial Officer has concluded that as of the end of the periods covered by this report, we have identified the following material weakness of our internal controls:

 

·  

Reliance upon third party financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transaction.

 ·  

Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.

 

In order to remedy our existing internal control deficiencies, as our finances allow, we will hire additional accounting staff.

 

Changes in Internal Controls over Financial Reporting

 

During the period covered by this report on Form 10-Q the Companys management changed. The Companys newly acquired subsidiary, Perfect Metals, USA, brought in its own accounting department. This materially affected our internal control over financial reporting. However, the material weaknesses described above continue to exist with the new accounting department.




 


 

 


PART II


Items No. 1, 2, 3, 4, 5 - Not Applicable.



Item No. 6 - Exhibits and Reports on Form 8-K


(a)  None


(b)   Exhibits

 

 

 Exhibit Number  

 

 Name of Exhibit

 

 

31.1

 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 31.2

 Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 32.1

 Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.

 



 

SIGNATURES


In accordance with 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, thereunto duly authorized.


AMERICAN METALS RECOVERY AND RECYCLING, INC.


By /s/ Gordon Muir

Gordon Muir, Chief Executive Officer

and Chief Financial Officer


Date: March 11, 2015




 




EXHIBIT 31.1


CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Gordon Muir, certify that:


 

(1)

 

I have reviewed this quarterly report on Form 10-Q of American Metals Recovery and Recycling, Inc.;

 




 

(2)

 

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 




 

(3)

 

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 




 

(4)

 

The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


 

a)

 

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 




 

b)

 

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 




 

c)

 

Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 




 

d)

 

Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.



 

(5)

 

The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):


 

a)

 

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and

 




 

b)

 

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.


Date: March 12,  2015

 

 

 

/s/Gordon Muir

 

 

Gordon Muir

 

 

President and Chief Executive Officer (Principal Executive Officer) 

 






EXHIBIT 31.2


CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Gordon Muir, certify that:


 

(1)

 

I have reviewed this quarterly report on Form 10-Q of American Metals Recovery and Recycling, Inc.;

 




 

(2)

 

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 




 

(3)

 

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 




 

(4)

 

The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


 

a)

 

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 




 

b)

 

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 




 

c)

 

Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 




 

d)

 

Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.



 

(5)

 

The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):


 

a)

 

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and









EXHIBIT 32.1


CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICERPURSUANT TO 18 U.S. C. SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Blue Earth, Inc., (the Company) on Form 10-Q for period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Gordon Muir, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:


 

(1)

 

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 




 

(2)

 

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



 Date: March 12, 2015

/s/ Gordon Muir

 

Gordon Muir

 

President and Chief Executive Officer  



CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICERPURSUANT TO 18 U.S. C. SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Blue Earth, Inc., (the Company) on Form 10-Q for period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Gordon Muir, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:


 

(1)

 

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 




 

(2)

 

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



 Date: March 12, 2015

/s/ Gordon Muir

 

Gordon Muir

 

Chief Financial Officer 






American Metals Recovery... (PK) (USOTC:AMRR)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more American Metals Recovery... (PK) Charts.
American Metals Recovery... (PK) (USOTC:AMRR)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more American Metals Recovery... (PK) Charts.