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 SeptemberJune 30, 20132014


OR


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


From the transition period from ___________ to ____________.


Commission File Number 333-138111333-168089


PREMIER OIL FIELD SERVICES,AMERICAN METALS RECOVERY AND RECYCLING INC.

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


Nevada27-2262066

Nevada

27-2262066

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)


61 Broadway, 32nd Floor

New York, NY 10006

534 Savanna Hill Lane, Rockwall, Texas 75032

(Address of principal executive offices)


(917) 289-1998(972) 772-9493

(Issuer's telephone number)


N/A

(1713 Moorish Lane, Heath, Texas 75032)Former name, former address and former fiscal year, if changed since last report)


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 [ X  ].


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 “largelarge accelerated filer,“accelerated filer”accelerated filer and “smallersmaller reporting company”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 November 15, 2013,August 19, 2014, there were 7,346,3369,996,336  shares of Common Stock of the issuer outstanding.










 


 

TABLE OF CONTENTS


Items

Page

PART I FINANCIAL STATEMENTS

PART I

Item 1

Consolidated Financial Statements

3

3-8

Item 2

Management’s

Managements Discussion and Analysis or Plan of Operation

                                           12

                                        9-10




Item 3

Quantitative and Qualitative Disclosures about  Market Risk

                                           10

Item 4

Controls and Procedures

14

                                           10



 PART II OTHER INFORMATION





Item 61

Exhibits

Legal Proceedings

15

11




Item 1A

Signatures

Risk Factors

15

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


Item6

Exhibits

12-14





Signatures

14















 

 

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

AMERICAN METALS RECOVERY AND RECYCLING, INC.

Consolidated Balance Sheets









ASSETS












June 30,


December 31,




2014


2013

CURRENT ASSETS

(unaudited)


 







 


Cash

$

        125,022


$

        136,766


Accounts receivable


           7,565



          23,858


Refundable deposits and advances


                  -



          51,187


Inventory

 

        110,422


 

          93,373











Total Current Assets

 

        243,009


 

        305,184









PROPERTY AND EQUIPMENT, net

 

        385,596


 

        464,696











TOTAL ASSETS

$

        628,605


$

        769,880









LIABILITIES AND STOCKHOLDERS' (DEFICIT)









CURRENT LIABILITIES















Accounts payable and accrued expenses

$

        161,161


$

        127,963


Accrued expenses - related parties


        203,545



        137,550


Notes payable - related parties


        170,801



        276,485


Line of credit


        350,205



        372,609




 

 


 

 



Total Current Liabilities

 

        885,712


 

        914,607











TOTAL LIABILITIES

 

        885,712


 

        914,607









STOCKHOLDERS' (DEFICIT)















Preferred stock, $0.001 par value, 5,000,000 shares







authorized, no shares issued and outstanding


                  -



                  -


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

 

      (282,778)


 

      (170,398)











Total Stockholders' (Deficit)

 

      (257,107)


 

      (144,727)











TOTAL LIABILITIES AND  STOCKHOLDERS' (DEFICIT)

$

        628,605


$

        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 Six Months Ended





June 30,


June 30,





2014


2013


2014


2013








 





 

















REVENUE

$

              1,055,180


$

             897,826


$

      1,731,432


$

        1,630,611


COST OF SALES

 

                 625,240


 

             610,917


 

      1,066,530


 

        1,085,807


GROSS PROFIT

 

                 429,940


 

             286,909


 

        664,902


 

           544,804






 



 



 



 


OPERATING EXPENSES














Fuel


                  59,190



              78,064



        109,172



           124,735



Depreciation expense


                  31,327



              31,327



          62,635



             62,655



Salaries


                 130,810



115,724



        247,060



           183,924



General and administrative expenses


                 167,471



135,506



        364,445



267,583





 

 


 

 


 

 


 

 




Total Operating Expenses

 

                 388,798


 

             360,621


 

        783,312


 

           638,897

















INCOME (LOSS) FROM OPERATIONS

 

                  41,142


 

             (73,712)


 

       (118,410)


 

            (94,093)

















OTHER INCOME (EXPENSES)





























Gain on sale of assets


                           -



                       -



          16,035



                     -



Interest expense

 

                   (4,996)


 

               (5,344)


 

         (10,005)


 

            (11,278)



















Total Other Income (Expenses)

 

                   (4,996)


 

               (5,344)


 

           6,030


 

            (11,278)

















INCOME (LOSS) BEFORE INCOME TAXES


                  36,146



             (79,056)



         (112,380)



            (105,371)

















PROVISION FOR INCOME TAXES

 

                           -


 

                       -


 

                   -


 

                     -

















NET INCOME (LOSS)

$

                  36,146


$

             (79,056)


$

       (112,380)


$

            (105,371)






 



 



 



 


BASIC AND DILUTED INCOME (LOSS) PER SHARE

$

0.00


$

(0.01)


$

(0.01)


$

(0.01)

















WEIGHTED AVERAGE NUMBER OF













COMMON SHARES OUTSTANDING -













BASIC AND DILUTED

 

9,918,843


 

9,000,000


 

9,459,421


 

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' (Deficit)

 










   












 










Additional







Common Stock


Paid-in


Accumulated


 



Shares


Amount


Capital


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  (unaudited)

996,336

 

 

996

 

 

(996)

 

 

               -

 

 

               -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the six months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2014 (unaudited)

                 -

 

 

           -


 

              -

 

 

(112,380)

 

 

(112,380)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2014 (unaudited)

9,996,336

 

$

9,996

 

$

15,675

 

$

(282,778)

 

$

(257,107)


 



 

 


 
























































































































   






   







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 Six Months Ended






June 30,






2014


2013






 


 


CASH FLOWS FROM OPERATING ACTIVITIES








Net loss

$

          (112,380)


$

        (105,371)



Adjustments to reconcile net loss to net








   cash provided by (used in) operating activities:









Depreciation


           62,635



         62,655




Gain on sale of assets


          (16,035)



                  -



Changes in operating assets and liabilities









Accounts receivable


           16,293



        (12,739)




Refundable deposits and advances


           51,187



                  -




Inventory


          (17,049)



        (45,816)




Accounts payable and accrued expenses-related parties


           65,995



          28,000




Accounts payable and accrued expenses


           38,198



          (7,014)






 

 


 

 





Net Cash Provided by  (Used in) Operating Activities

 

           79,125


 

        (80,285)



CASH FLOWS FROM INVESTING ACTIVITIES








Sale of property and equipment

 

           32,500


 

           2,069















Net Cash Provided by Investing Activities

 

           32,500


 

           2,069












CASH FLOWS FROM FINANCING ACTIVITIES








Repayments on related party loans


        (105,684)






Proceeds from related party loans


                    -



         11,683



Repayment of line of credit

 

          (22,404)


 

          (9,657)















Net Cash Provided by (Used in) Financing Activities

 

        (123,369)


 

           2,026












NET DECREASE IN CASH


          (11,744)



        (76,190)












CASH AT BEGINNING OF PERIOD

 

         136,766


 

         82,703



CASH AT END OF PERIOD

$

         125,022

   


 

$        6,513












SUPPLEMENTAL DISCLOSURES OF







 

CASH FLOW INFORMATION:


















CASH PAID FOR:









Interest

$

             7,609


$

         11,278




Income taxes


                    -



                  -













NON CASH FINANCING ACTIVITIES:

$

                  -   


$

                -   












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






 

 

PREMIER OIL FIELD SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2013 AND DECEMBER 31, 2012
 
ASSETS  September 30, 2013   December 31, 2012 
Current Assets  

 (Unaudited)

 

     
    Cash and Cash Equivalents $26,879  $57,741 
    Accounts Receivable (net of allowance for doubtful accounts of $0 and $0)  1,164   226,814 
    Other Assets  7,046   1,950 
        Total Current Assets  35,089   286,505 
         
    Fixed Assets (net of accumulated depreciation of $357,207 and $345,121)  63,168   172,460 
         
TOTAL ASSETS $98,257  $458,965 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current Liabilities        
    Accounts Payable $34,051  $49,616 
    Accrued Expenses  342   —   
    Accrued Tax Expense  —     —   
    Current Portion of Settlement Payable (Note 6)  —     35,672 
    Current Portion of Notes Payable  10,714   29,128 
        Total Current Liabilities  45,107   114,416 
         
Long Term Liabilities:        
    Loan From Shareholder  7,707   39,608 
    Long Term Accounts Payable  —     200 
    Notes Payable  42,426   142,704 
    Less: Current Portion of Notes Payable  (10,714)  (29,128)
        Total Long Term Liabilities  39,419   153,384 
         
TOTAL LIABILITIES  84,526   267,800 
         
Stockholders’ Equity        
    Preferred stock, $0.001 par value, 20,000,000 authorized,        
            -0-  issued and outstanding at September 30, 2013 and December 31, 2012  0   0 
    Common stock, $0.001 par value, 50,000,000 authorized,        
            7,346,336 and 7,346,336 issued and outstanding at September 30, 2013 and
December 31, 2012
  7,346   7,346 
    Additional Paid in capital  277,862   277,862 
   Retained Earnings/(Accumulated Deficit)  (271,477)  (94,043)
    Total Stockholders’ Equity  13,731   191,165 
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $98,257  $458,965 
         
See accompanying summary of accounting policies and notes to consolidated financial statements.

AMERICAN METALS RECOVERY AND RECYCLING, INC.

Notes to Condensed Consolidated Financial Statements

June 30, 2014 and 2013


PREMIER OIL FIELD SERVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(Unaudited)

  Three Months Ended Nine months Ended
  September 30,
2013
 September 30,
2012
 September 30,
2013
 September 30,
2012
         
         
  REVENUES                
  Third Party Revenues $—    $41,450  $652,450  $253,799 
  Related Party Revenues  —     —     —     —   
    TOTAL REVENUES  —     41,450   652,450   253,799 
                 
COST of SALES (inclusive of depreciation of $7,570 and  $28,113 for three months and  $44,088 and $78,029 for nine months)  16,084   34,124   453,544   112,179 
  Gross Profit  (16,084)  7,326   198,906   141,620 
                 
Operating Expenses:                
   Depreciation and Amortization  —     251   341   754 
   Other General and Administrative  21,166   14,334   385,104   228,410 
    Total Operating Expenses  21,166   14,585   385,445   229,164 
                 
Operating Income (Loss)  (37,250)  (7,259)  (186,539)  (87,544)
                 
Other Income (Expense)                
    Interest Income  2   15   14   49 
    Gain (Loss) on Disposal of Assets  —     11,613   12,974   11,613 
    Interest Expense  (315)  2,493   (3,883)  (8,942)
    Total Other Income (Expense)  (313)  14,121   9,105   2,720 
                 
Net Income before Income Tax Expense  (37,563)  6,862   (177,434)  (84,824)
                 
Provision for Income Tax (Expense)  —     —     —     —   
                 
Net Income (Loss) after Income Tax Expense $(37,563) $6,862  $(177,434) $(84,824)
                 
                 
Basic and Diluted Loss per share $(0.01) $0.00  $(0.02) $(0.01)
                 
Weighted Average Shares Outstanding:                
Basic and Diluted  7,346,336   7,346,336   7,346,336   7,346,336 

See accompanying summary of accounting policies and notes to consolidated financial statements.

PREMIER OIL FIELD SERVICES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Year Ended December 31, 2012 and
The Nine months Ended September 30, 2013
 
           
           
  Common
Shares
 

Common

Amount

 

Additional

Paid In

Capital

 

Retained

Earnings/

(Accumulated

Deficit)

 Total
           
           
Balance at  January 1, 2012  7,346,336  $7,346  $277,862  $(196,249) $88,959 
                     
Net Income  0   0   0   102,206   102,206 
                     
Balance at December 31, 2012  7,346,336   7,346   277,862   (94,043)  191,165 
                     
                     
Net Income (Loss)  0   0   0   (177,434)  (177,434)
                     
Balance at  September 30, 2013 (unaudited)  7,346,336  $7,346  $277,862  $(271,477) $13,731 
                     
                     
                     
                     
See accompanying summary of accounting policies and notes to consolidated financial statements.
                     
                     

PREMIER OIL FIELD SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED September 30, 2013 and 2012
(Unaudited)
 
     
   September 30, 2013   September 30, 2012 
CASH FLOWS FROM OPERATING ACTIVITIES        
    Net Income (Loss) $(177,434) $(84,824)
    Adjustments to reconcile net income to net cash        
            used by operating activities:        
                Depreciation Expense  44,429   78,783 
Bad Debt Expense
Loss on Sale of Asset
  

1,164

(12,974)

   —   
        Changes in assets and liabilities:        
                Decrease in Accounts Receivable  224,486   17,408 
                (Increase) in Other Current Assets  (5,096)  (170)
                (Decrease) Accounts Payable  (51,436)  (50,542)
                Increase (Decrease) Accrued Expenses  342   (24,058)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES  23,481   (63,403)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
                Proceeds from Sale of Assets  77,836   119,239 
                Purchase of Fixed Assets  —     (235,618)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES  77,836   (116,379)
         
CASH FLOWS FROM FINANCING ACTIVITES        
                 Sale of Stock for Cash  —     —   
                 Payments on Shareholder Loan  (31,901)  48,921 
                 Payments on Note Payable  (100,278)  (138,842)
                 Proceeds from Notes Payable  —     215,655 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES  (132,179)  125,734 
         
NET CHANGE IN CASH AND CASH EQUIVALENTS  (30,862)  (54,048)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD  57,741   112,895 
CASH AND CASH EQUIVALENTS AT END OF PERIOD $26,879  $58,847 
         
SUPPLEMENTAL DISCLOSURES        
   Cash Paid During the Period for Interest Expense $3,883  $8,942 
   (Gain) Loss on Sale of Assets $(12,974) $—   
   Cash Paid During the Period for Income Taxes $—    $—   
         
         
See accompanying summary of accounting policies and notes to consolidated financial statements.

PREMIER OIL FIELD SERVICES, INC.

NOTES TO THE CONSOLIDATEDNOTE 1 - CONDENSED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Activities, History and Organization:

Premier Oil Field Services, Inc. (The “Company” or "Premier")serves the oil and gas industry with down-hole drilling motors. These motors are used in the oil and gas well drilling process to drill out frac plugs and other debris in the well bore.  The Company is located in Rockwall, Texas and was incorporated on June 29, 2009 under the laws of the State of Nevada.

Premier Oil Field Services, Inc., is the parent company of Coil Tubing Motors Corporation, (“CTM”), a company incorporated under the laws of the State of Texas. CTM was established in June 2006.

Premier is a private holding company established under the laws of Nevada on June 29, 2009, was formed in order to acquire 100% of the outstanding membership interests of CTM.  On September 30, 2009, Premier issued 7,000,000 shares of common stock in exchange for a 100% equity interest in CTM.  As a result of the share exchange, CTM became the wholly owned subsidiary of Premier.  As a result, the members of CTM owned a majority of the voting stock of Premier.  The transaction was accounted for as a reverse merger whereby CTM was considered to be the accounting acquirer as its members retained control of Premier after the exchange, although Premier is the legal parent company.  The share exchange was treated as a recapitalization of Premier.  As such, CTM, (and its historical financial statements) is the continuing entity for financial reporting purposes. Theaccompanying financial statements have been prepared as if Premier had always been the reporting company and then on the share exchange date, had changed its name and reorganized its capital stock.  The share exchange transaction was effected to change the state of incorporation to allow the opportunity for a reduction of franchise taxes under the new Texas franchise tax calculations and to facilitate the initial public offering.  At the time of the exchange transaction, Premier had no assets or liabilities and CTM had assets of approximately $409,000 with equity of approximately $81,800.

The capital structure of Premier is presented as a consolidated entity as if the transaction had been effected in 2006 to consistently reflect the number of shares outstanding. However, the capital structure as presented is different that the capital structure that appears in the historical statements of CTM, in earlier periods due to the recapitalization accounting.

The Company operates on a calendar year-end.    Due to the nature of their operations,by the Company operates in only one business segment.

Basis of Accounting and Consolidation:

The Company prepares its financial statements on the accrual basis of accounting.  It has one wholly owned subsidiary, Coil Tubing Motors, Corporation, which is consolidated. All intercompany balances and transactions are eliminated.  

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (“SEC”) regulations.

Unaudited Interim Financial Statements:

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (“SEC”) regulations for interim financial information. These financial statements are unaudited and, inwithout audit. In the opinion of management, include all adjustments (consisting of(which include only normal recurring accruals)adjustments) necessary to present fairly the balance sheets, statementsfinancial position, results of operations and statements of cash flows at June 30, 2014 and for theall periods presented in accordance with accounting principles generally accepted in the United States. 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 pursuant to SEC rules and regulations.omitted. It is presumedsuggested that users of this interimthese condensed financial information havestatements be read or have access toin conjunction with the financial statements and notes thereto included in the Company's December 31, 2013 audited financial statements and footnote disclosure for the preceding year containedfiled in the Company’s Annual Report on Form 10-K.an 8-K filed on April 16, 2013 and amended on April 19, 2013. Operating11, 2014. The results of operations for the interim periods presentedperiod ended June 30, 2014 and 2013 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2013.full years.


Significant Accounting Policies:

The Company’s management selects accounting principles generally accepted inOn April 7, 2014, the United States of AmericaCompany (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 adopts methods for their application.  The application of accounting principles requires the estimating, matching and timing of revenue and expense.

The financial statements and notes are representationsshareholders (the PM Shareholders) holding all of the Company’s management which is responsible forissued and outstanding common stock (PM Common Stock) of Perfect Metals. Under the Exchange Agreement, the PM Shareholders sold, transferred, conveyed and assigned all their integrityshare of PM Common Stock to the Company and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a systemthe Company issued to the PM Shareholders an aggregate 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  flows9,000,000 newly issued common stock, par value $.001 per share, of the Company for(Premier Common Stock). As a result of the respective  periods  being presented.

CashExchange Agreement, Perfect Metals became the Companys wholly-owned subsidiary (the Acquisition) and Cash Equivalents:

All highly liquid investments with original maturities of six months or less are included in cashthe Company changed its name to American Metals Recovery and cash equivalents.  All deposits are maintained in FDIC insured depository accounts in local financial institutions and balances are insured up to $250,000.

Fair Value of Financial Instruments:Recycling, Inc.

 

In accordanceaddition, 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 reporting requirementsAgreement of ASC 820,Conveyance, Transfer and Assignment of  Assets and Assumption of Obligations (the Agreement). Under terms of the Agreement the Company calculatesreturned all of the fair value of its assets and liabilities which qualify as financial  instruments  under this statement and includes this additional information in the notesobligations of Premier Oil Field Services, Inc. to the transferring shareholders.


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 when the fair value is different  than the  carrying  value of Perfect Metals are presented as those financial instruments.  

The carrying amounts of cash, cash equivalents, accounts receivable, accounts payable and notes payable approximate  their fair values due to the short-term maturities of these instruments.  The carrying amount of the Company’s marketable securities and capital leases approximate fair value due to the stated interest rates approximating market rates.combined entity.


NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

   

Accounts Receivable:Principles of Consolidation

Accounts receivable are carried at their face amount, less an allowance for doubtful accounts.  OnThe accompanying financial statements present on a periodicconsolidated basis the Company evaluates accounts receivablefinancial position and establishesoperations of Whispers and Perfect as the allowance for doubtful accounts based on a combination of specific customer circumstances and credit conditions, based on a history of write offs and collections.  The Company’s policy is generally notpredecessors to charge interest on trade receivables after the invoice becomes past due.  A receivable is considered past due if payments have not been received within agreed upon invoice terms.   The Company provides an allowance for all receivables that are greater than 90 days old. Allowances for Doubtful Accounts totaled $0 and $0 at September 30, 2013 and December 31, 2012, respectively.  Write offs are recorded at a time when a customer receivable is deemed uncollectible.

Revenue Recognition:

The Company recognizes revenue in accordance with ASC 605-10.  Revenue will be recognized only when all of the following criteriaCompany. All significant intercompany transactions have been met:

Persuasive evidence of an arrangement exists;
Ownership and all risks of loss have been transferred to buyer, which is generally upon shipment or at the time the service is provided;
The price is fixed and determinable; and
Collectability is reasonably assured.

All services are billed when rendered and payment is due upon receipt of invoice. Revenue is recorded net of any sales taxes charged.

Advertising:

The Company did not incur any advertising expenseseliminated in the three and nine months ended September 30, 2013 and 2012.consolidation.


Cost of Sales:

Cost of sales consists primarily of shop supplies, contract labor, field related expenses, and deprecation on equipment used in providing services.

Income Taxes:

The Company has adopted ASC 740-10 which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable.

Earnings per Share:

Earnings per share (basic) is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the period covered.  As the Company has no potentially dilutive securities, fully diluted earnings per share is equal to earnings per share (basic).

Use of Estimates:Estimates

The preparation of financial statements in conformity with accounting principles generally accepted accounting principlesin the United States requires management to make estimates and assumptions that affect certainthe reported amounts of assets and disclosures.  Accordingly, actualliabilities, 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.

  

Recently Issued Accounting Pronouncements: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 does not expectincludes 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 adoptionreceivable is written off against the allowance. The Companys allowance for bad doubtful accounts was $-0- and $-0- as of recently issued accounting pronouncementsJune 30, 2014 and 2013, respectively.


Inventory

The Companys inventory is comprised of scrap metals held for resale to havemetal recyclers and is recorded at the lower of cost or market on a significant impact on the Company’s resultsfirst in first out basis. The Companys inventory of operations, financial position or cash flow.scrap metals was $110,422 and $93,373  as of June 30, 2014 and December 31, 2013, respectively.




AMERICAN METALS RECOVERY AND RECYCLING, INC.

Notes to Condensed Consolidated Financial Statements

June 30, 2014 and 2013


NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   

Employee Benefit Plans:

The Company has no employee benefit plans.

Emerging Growth Company Critical Accounting Policy DisclosureRevenue Recognition

The Company qualifies as an “emerging growth company” unders revenues derive from the 2012 JOBS Act. Section 107sale of scrap metals. Revenue is recognized at the JOBS Act providestime 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 an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.   As an emerging grown company, the Company can delayand the adoptioncustomer jointly determine that the product has been delivered or no refund will be required.


NOTE 3 RELATED-PARTY TRANSACTIONS


During the six months ended June 30, 2014 and 2013 the Company made repayments on notes payable related party of certain accounting standards until those standards would otherwise apply to private companies.  The Company may elect to take advantage$(105,684) and $-0-, respectively.


As of the benefits of this extended transition period in the future.

NOTE 2 – FIXED ASSETS

Fixed assets at SeptemberJune 30, 20132014 and December 31, 2012 are as follows:

  September 30,
2013
 December 31,
2012
Office  Equipment $9,748  $9,748 
Trucks & Trailers  28,286   125,492 
Machinery &  Equipment  382,341   382,341 
Less: Accumulated Depreciation  (357,207)  (345,121)
Total Fixed Assets $63,168  $172,460 

Depreciation expense for2013 the three months ended September 30, 2013outstanding balance on the notes payable related party was $170,801 and 2012 was $7,570 and $28,365, respectively. Depreciation expense for the nine months ended September 30, 2013 and 2012 was $44,429 and $78,783,$276,485, respectively.

In January 2013 the Company sold a vehicle for $29,586 and realized a loss of $3,109 on the transaction. In June the Company disposed of a vehicle generating a gain of $16,083.

In February 2012 the Company purchased a trailer for $128,907 and due to misrepresentation by the seller the trailer was returned in August 2012 and the bank released the Company of its obligation which was $114,599 at the time. Other income of $11,613 was recorded on the settlement. In September 2012 the Company purchased a new trailer for $63,118.


NOTE 3 4 EQUITY LINE OF CREDIT


Line of Credit

The Companys founder has a bank line of credit, in the original amount of $440,000, which is authorized to issue 20,000,000 preferred sharessecured by the Companys inventory and equipment and is accordingly accounted for as a liability of the Company. The line of credit accrues interest at a par value6.75% per annum and requires monthly payments of $0.001 per share. These shares have full voting rights.  At September$5,000 with the balance due on March 1, 2015. As of June 30, 20132014 and December 31, 2012, there were zero shares issued2013 the outstanding balance on the line of credit was $350,205 and outstanding.

The Company is authorized to issue 50,000,000 common shares at a par value of $0.001 per share. These shares have full voting rights.  At September 30, 2013 and December 31, 2012, there were 7,346,336 and 7,346,336 shares issued and outstanding,$372,609, respectively.


NOTE 4 5 COMMITMENTS AND CONTINGENCIES


The Company operates outcurrently leases office space and property at a rate of a mobile trailer as it$2,800 per month for an aggregate total of $33,600 annually. The term of the lease is on-site at gas fields.one year beginning April 1, 2012. The Company usesrenewed the President’s home address as its mailing address.

At September 30, 2013, the Company had the following outstanding notes payable:

NOTE 5 – INCOME TAXES

The Company has adopted ASC 740-10, which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable (deferred tax liability) or benefit (deferred tax asset).   Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The cumulative tax effect at the expected tax rate of 25% of significant items comprising the Company’s net deferred tax amounts as of September 30, 2013 and Decemberlease through March 31, 2012 are as follows:2015.

Deferred tax asset related to:

  September 30, December 31,
  2013 2012
Prior Year $33,748  $59,300 
Utilization of NOL  —     (25,552)
Tax Benefit for Current Period  44,359   —   
Net Operating Loss Carryforward $78,107  $33,748 
Less: Valuation Allowance  (78,107)  (33,748)
     Net Deferred Tax Asset $0  $0 

The Company now has a cumulative net operating loss at September 30, 2013 of $271,477 and a cumulative net operating loss carry-forward of $94,043 at December 31, 2012,

NOTE 6 – LEGAL PROCEEDINGS

The Company is involved in one legal proceeding. On June 15, 2010, the Company was served with a lawsuit from National Oilwell Varco LP (“VARCO”), a vendor of the Company, for $114,065, related to unpaid invoices from October 25, 2007 to September 30, 2008  During April, 2011 the Company agreed to a settlement that would require the Company to pay $122,304 over the next 24 months in equal installments of $5,096 month. The parties to the settlement also signed a judgment for $140,000 that will only be filed in the event of a default by the Company. As of August 9, 2012 the Company failed to make payments in May, June and July and technically is in default, therefore the Company accrued an additional $29,141 ($25,935 of principal and $3,206 of interest) to true-up the balance to the $140,000 original judgment, as agreed. In August 2012 the Company and VARCO agreed that the Company will resume payments by August 20, 2012 and will continue to make such payments by the 15th of each month thereafter as set forth in the original agreement. The final payment will now be due by September 15, 2013. In consideration for this agreement the Company agreed to pay VARCO an additional $1,500. VARCO retains the right to execute the original agreement should the Company breach this amendment. The balance owed at September 30, 2013 and December 31, 2012 was $0 and $35,672, respectively.

NOTE 7 – FINANCIAL CONDITION AND GOING CONCERN

The Company has a retained deficit through September 30, 2013 totaling $271,477 and negative working capital of $10,018.   Although the Company has retained earnings it has a history of an accumulated deficit and it is uncertain whether additional working capital will be required to develop its business operations.

The Company has experienced no loan defaults, labor stoppages, legal proceedings or any other operating interruption in 2013.  Therefore, these items will not factor into whether the business continues as a going concern, and accordingly, management has not made any plans to dispose of assets or factor receivables to assist in generating working capital.

The Company intends to raise additional working capital either through private placements, and/or bank financing, or additional loans from Management if there is need for liquidity. Management may also consider reducing administrative costs. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, and/or bank financing necessary to support the Company’s working capital requirements.  To the extent that funds generated from private placements, and/or bank financing are insufficient, the Company will have to raise additional working capital.   No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital is not generated from operations, financing is not available, or the Management cannot loan sufficient funds, the Company may not be able to continue its operations.

Management believes that the efforts it has made to promote its operation will continue for the foreseeable future.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 8 – REVENUE CONCENTRATION

The Company provides drilling services to the oil and gas industry and has one significant customer from which 100% of revenues were derived during the nine months ended September 30, 2013.

Customers2013 Revenue%2012 Revenue%
A – Related Party$00.0%$00.0%
B652,450100.0224,03988.3
C00.014,1005.6
Others00.015,6606.1
TOTAL$652,450100.0%$253,779100.0%

None of the Company’s revenue for the nine months ended September 30, 2013 was generated from services performed for an entity controlled by the Company’s chief executive officer.


NOTE 6 SUBSEQUENT EVENTS


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.


 

NOTE 9 – SUBSEQUENT EVENTS


No reportable subsequent events were noted as of the date of the report


 

 



 


Item 2.  MANAGEMENT’SMANAGEMENTS DISCUSSION AND ANALYSIS


Executive Overview


The first fiscal quarterOn 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 2013the 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 very positiveincorporated on October 10, 2012 as a closely-held Nevada corporation for the Company. UInfortunately duringpurpose of holding the second fiscal quarterequity interests and assets of a number of related entities in various businesses related to metals recycling and trucking. PM owns all of the revenues declinedoutstanding 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 the Company was unable to renew contracts. This has carried overindividual wholly owned subsidiaries of Perfect Metals. Each operating business earns revenue from different sources but are both related to the fiscal thirdpurchase for resale and fourth quarters as new contacts have not been signed.

Employees

We currently employ one employee, the President. The Company contracted three contract employees, one field technician, one field consultanttrucking of ferrous and one administrative consultant. Currently the Company only contracts the administrative consultant on a temporary basis.

non-ferrous metals for recycling.

 

RESULTS FOR THE NINETHREE MONTHS ENDED SeptemberJUNE 30, 2014 AND 2013 and 2012

Our quarter ended on September 30, 2013.  Any reference to the end of the fiscal quarter refers to the end of the first quarter for the period discussed herein.


REVENUE.  Revenue for the three months ended SeptemberJune 30, 20132014 was $0$1,055,180 compared to $41,450$897,826 for the three month period ended SeptemberJune 30, 2012.   The decrease in sales of $41,450 is due to the non-renewal of contracts in the fiscal second and third quarters of 2013.

Revenue for the nine months ended September 30, 2013 was $652,450 compared to $253,799 for the nine month period ended September 30, 2012.   The increase in sales of $398,651$157,354 is due to a numberpent up supply of large jobs with our largest customer and additional revenues related to chemical use and reprocessing ofscrap metals after the chemicalsextremely hard winter in the hydraulic fracking process that were started in the fiscal first quarter and completedof 2014 in north central Missouri. We expect revenues to continue at the fiscal second quarter. The sales were $210,300 for comparative fracking services versus 2012 ($253,799) and $442,150same level for the chemical use and reprocessing versus $0 in 2012.remainder of 2014.


GROSS PROFIT.  Gross profit for the three months ended SeptemberJune 30, 20132014 was a loss of $16,084 or -100%,$429,940 (41%) compared to $7,326 or 17.7%$286,909 (32%), for the three months ended SeptemberJune 30, 2012.   Backing out depreciation expense of $7,570 and $28,1132013.   We were able to improve our margins by offering our customers cash payments for 2013 and 2012, respectively, gross margin would be -100% comparedscrap metals. We expect our margins to 85.5%, respectively. The change is attributable tocontinue in the non-renewal of contracts.

Gross profitsame range for the nine months ended September 30, 2013 was $198,906 or 30.5%, compared to $141,620 or 55.8%, for the nine months ended September 30, 2012.   Backing out depreciation expenseremainder of $44,088 and $78,029 for 2013 and 2012, respectively, gross margin would be 37.2% compared to 86.5%, respectively, a decrease of 49.3% points (about $320,000). The change is attributable costs related to using and reprocessing of chemicals: equipment rental and supplies $260,000 and contract services $99,000.2014.


OPERATING EXPENSES. Total operating expenses for the three months ended SeptemberJune 30, 20132014 were $21,1661$388,798 compared to $14,585$360,621 for the three months ended SeptemberJune 30, 2012. Depreciation2013. The increased expense includedis directly related to the increased sales volume.  Included in the operating expense was $0 and $251, respectively,expenses for the three months ended SeptemberJune 30, 20132014 is a onetime charge of $50,000 for the impairment of the deposit made on the purchase of a scrap yard and 2012. The net increase of $6,832 is$9,267 in additional professional fees related to travelgoing public. We expect to continue to incur costs related to due diligence on potential acquisitions for the next year.


NET INCOME (LOSS). Net income for the three months June 30, 2014 was $36,146 compared to net loss of $79,056 for the three months ended June 30, 2013.   The increased sales volume and contract services.expense fluctuations as discussed above were the cause for the income increase.


RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013


REVENUE.  Revenue for the six months ended June 30, 2014 was $1,731,432 compared to $1,630,611 for the six month period ended June 30, 2013.   The increase in sales of $100,821 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 six months ended June 30, 2014 was $664,902 (38%) compared to $286,909 (33%), for the six months ended June 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 ninesix months ended SeptemberJune 30, 20132014 were $385,445$783,312 compared to $229,164$638,897 for the ninesix months ended SeptemberJune 30, 2012. Depreciation2013. The increased expense includedis directly related to the increased sales volume.  Included in the operating expense was $341 and $754, respectively,expenses for the ninesix months ended SeptemberJune 30, 20132014 is a one time charge of $50,000 for the impairment of the




deposit made on the purchase of a scrap yard and 2012. The net increase of $156,694 is$9,267 in additional professional fees related to a net increase in salaries/contract services of $180,000 asgoing public. We expect to continue to incur costs related to due diligence on potential acquisitions for the Company incurred $265,000 of compensation to the President. This was partially off-set by a decrease in rent and other related facility costs (no longer renting building space).next year.


NET INCOME.INCOME (LOSS). Net income/loss for the periods ended Septembersix months June 30, 2013 and 20122014 was a$112,380 compared to net loss of $37,563 and income of $6,862 respectively$105,371 for the threesix months ended SeptemberJune 30, 2013.   The increased sales volume and losses of $177,434 and $84,824 respectivelyexpense fluctuations as discussed above were the cause for the nine months ended September 30.   Reasons for the changes are discussed above.loss increase.

 

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 a retainedan accumulated deficit of $271,477$282,778 as of SeptemberJune 30, 2013.2014.   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 $10,018$642,703 due to shareholder loans of $170,801 and casha bank line of credit of $350,205.  Cash flows from operations for the ninesix months ended SeptemberJune 30, 20132014 were $23,481.$79,125.

.

Long Term Liquidity

The long term liquidity needs of the Company are projected to be met primarily through the cash flow provided by operations. Cash flow from Operating Activities is expected to remain positive through 2013.

Capital Resources

As of September 30, 2013, the Company had capital commitments of $42,426 for vehicles purchased.  As of the date of this filing the Company had no additional commitments other than what is disclosed in the footnotes to the financial statements.  

Trends, events or uncertainties


The Company sincehas a line of credit secured by its inception in 2006, has not experienced noticeable revenue trends.   Revenue followsequipment. The Company repaid $22,404 of the oil market and when prices increase business usually remains strong.  Historically, when oil prices fall, revenue forline of credit during the six months ended June 30, 2014. The Company decreases.also repaid $105,684 of related party loans during the six months ended June 30, 2014. The Company received $32,500 from the sale of excess equipment during the six months ended June 30, 2014.


Material Changes in Financial Condition

WORKING CAPITAL: Working Capital as of September 30, 2013 decreased by about $182,000 to negative $10,018, versus $172,100 as of December 31, 2012.  

STOCKHOLDER’S EQUITY: Stockholder’s Equity as of September 30, 2013 decreased by $177,434 due to the net loss.

GOING CONCERN: The Company has negative working capital of $10,018historically financed itself through shareholder loans and a retained deficitline of $271,477 as of  September 30, 2013, and it has a history of losses and a retained deficit. Because of this history of an accumulated deficit and prior loses, the Company may require additional working capital to survive.credit with its bank. The Company may needis presently seeking equity and debt financing to raise additional working capital either through private placements or bank loans or loans fromexpand its operations into other parts of the United States. The Company has no commitments for such financing at this time. The Companys management if there is needbelieves that its cash reserves are sufficient to meet its present operating needs for liquidity to alleviateat least the substantial doubt to continuing as a going concern. There are no assurances that the Company will be able to do any of these. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital cannot be generated, the Company may not be able to continue its operations.next 12 months.

Management Advisors

Yorkdale Capital, LLC advises and assists the President with many aspects related to the regulatory filings including assistance with the consolidation of financial statements for audit. Yorkdale Capital, LLC or its principals are shareholders and invoices the Company reasonable fees for professional services monthly.The accounts payable balance at September 30, 2013 was $14,700 and at December 31, 2012 was $4,250.


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 SeptemberJune 30, 2013.2014.  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 SeptemberJune 30, 2013,2014, our Chief Executive and Chief Financial Officer as of September 30, 2013 and as of the date of this Report, 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

 

There were no changes in our internal controls over financial reporting that occurred duringDuring the period covered by this report on Form 10-Q that havethe Companys management changed. The Companys newly acquired subsidiary, Perfect Metals, USA, brought in its own accounting department. This materially affected or are reasonably likely to materially affect, 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 - Item 1.   Legal Proceedings.

We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

Item 1A. Risk Factors.

Not Applicable.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None.


Item No. 6 - Exhibits and Reports on Form 8-K3. Defaults Upon Senior Securities.

 

None.

Item 4. Mine Safety Disclosure.

None.

Item 5. Other Information.

None.


Item 6. Exhibits.


(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.




101.INS**

XBRL Instance

101.SCH**

XBRL Taxonomy Extension Schema

101.CAL**

XBRL Taxonomy Extension Calculation

101.DEF**

XBRL Taxonomy Extension Definition

101.LAB**

XBRL Taxonomy Extension Labels

101.PRE**

XBRL Taxonomy Extension Presentation

**

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.



 

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.


PREMIER OIL FIELD SERVICES, Inc.AMERICAN METALS RECOVERY AND RECYCLING, INC.


By/s/ Lewis AndrewsGordon Muir

Lewis Andrews,Gordon Muir, Chief Executive Officer

and Chief Financial Officer


Date: November 18, 2013August 19, 2014