UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 20142021

or

OR

[    ]¨TRANSITION REPORT UNDERPURSUANT TO SECTION 13 OFOR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FromFor the transition period from ___________ to ____________.

Commission File Number 333-168089000-56318

AMERICAN METALS RECOVERY AND RECYCLING INC.

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

61 Broadway, 32^nd Floor

New York, NY 10006Registrant’s Telephone Number, Including Area Code: (323)970-2358

(Address of principal executive offices)

Securities registered pursuant to the Exchange Act:

(917) 289-1998

(Issuer's telephone number)

N/A

(1713 Moorish Lane, Heath, Texas 75032)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 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:.days. Yes [ X ]   oNo [     ].

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: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 Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS325.405(§232.405 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 [   ]x No [X ]o

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  x

As of March 11, 2015, there were 10,096,336October 29, 2021, the registrant had 11,081,336 shares of Common Stock outstanding and 600,000 shares of the issuerPreferred Stock outstanding.

TABLE OF CONTENTS

ItemsINDEX

Page

PART I –1. FINANCIAL INFORMATION

Item

ITEM 1. Financial Statements

FINANCIAL STATEMENTS

AMERICAN METALS RECOVERY AND RECYCLING, INC.

Notes toCONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial StatementsStatements.

AMERICAN METALS RECOVERY AND RECYCLING, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

AMERICAN METALS RECOVERY AND RECYCLING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(Unaudited)

For the Three Months Ended September 30, 2014 and 20132021

NOTE 1 -

For the Nine Months Ended September 30, 2021

For the Three Months Ended September 30, 2020

For the Nine Months Ended September 30, 2020

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

AMERICAN METALS RECOVERY AND RECYCLING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

AMERICAN METALS RECOVERY AND RECYCLING, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

Nature of Business

American Metals Recovery and Recycling Inc. ("Company”), a Nevada corporation, was formed on June 29, 2009 as Premier Oil Field Services, Inc. and changed its name to American Metals Recovery and Recycling Inc. on April 25, 2014. The accompanying financial statements haveCompany serviced the oil industry and then proposed to enter the recycling business. Since that time, the company has been prepared bydormant when it attempted to enter the recycling industry. The term "we" and "our" refers to the Company without audit. Inand its subsidiaries unless otherwise stated.

American Metals Recovery and Recycling Inc. (“we” or 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“Company”) was incorporated in the United StatesState of America have been condensed or omitted. It is suggested that these condensed financial statements be readNevada on June 29, 2009. We were formed in conjunctionorder to acquire 100% of the outstanding stock of Coil Motor Tubing Corporation, a Texas corporation. Coil Tubing Motor Corporation (“CTM”) was a wholly owned subsidiary of Premier Oil Field Services, Inc. and was formed in June 2006 as a Texas Corporation. CTM serves the oil and gas industry with the financial statements and notes thereto includeddown-hole drilling motors. These motors were used in the Company's December 31, 2013 audited financial statements filedgas well drilling process to drill out frac plugs and other debris 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.wellbore.

On April 7, 2014, the Company (fka Premier Oil Field Services, Inc.), entered into a Share Exchange Agreement (the “Exchange Agreement”“Exchange Agreement”) with Perfect Metals Inc., a Nevada corporation (“(“Perfect Metals”Metals”) and the shareholders (the “PM Shareholders”“PM Shareholders”) holding all of the issued and outstanding common stock (“(“PM Common Stock”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 $.001$.001 per share, of the Company (“(“Premier Common Stock”Stock”). As a result of the Exchange Agreement, Perfect Metals became the Company’s wholly-ownedCompany’s wholly owned subsidiary (the “Acquisition”“Acquisition”) and the Company changed its name to American Metals Recovery and Recycling, Inc. The 9,000,000 shares were valued at

On October 1, 2014, the valueCircuit Court of Adair County of the common stockState of Missouri (the “Court”) issued an order (the “Order”) in Case Number 15CK-CC00028, State of Missouri in the Circuit Court of Clark County, appointing a receiver to keep, preserve and additional paid in capitalprotect the businesses (the “Businesses”) of Perfect Metals.Metals USA, LLC and Whispers, LC, both wholly-owned indirect subsidiaries of the Company). The Order was issued by the Court as a result of a dispute arising out of a September 23, 2014 petition for breach of employment agreement, tortious interference with contract, fraud, breach of fiduciary duty, civil conspiracy, declaratory judgment and preliminary and permanent injunctive relief (the “Petition”) filed by David Janes, an affiliate of the Company and a former director and officer of the Company’s subsidiaries, which Petition named as defendants (i) Gordon Muir, the Company’s President, Chief Executive Officer, Chief Financial Officer and sole member of the Company’s Board of Directors; (ii) Traci Muir, Gordon Muir’s spouse; (iii) the Company; (iv) Perfect Metals USA, the Company’s subsidiary; (v) Perfect Metals USA, LLC, the Company’s subsidiary; (vi) Whispers, LLC, the Company’s subsidiary (collectively, the “Defendants”). The Defendants disputed the claims set forth in the Petition and on October 15, 2014, filed with the Court an answer denying the claims set forth in the Petition and asserting that all actions taken by the Defendants were done with due authority and justification. Furthermore, the Defendants filed a counterclaim against Mr. Janes and various other parties affiliated with or acting under instruction of Mr. Janes for damages and declaratory judgment arising out of the Counterclaim.

In addition, pursuantOn August 20, 2015, the Company executed a settlement agreement in resolution of the litigation. The settlement was confirmed by the Court on September 25, 2015. Pursuant to the termsMemorandum of Settlement and conditionsJoint Motion for Dismissal of All Claims and Counterclaims and Termination of Receivership, the Court thereby adjudged and vacated the Order of October 1, 2014 appointing a receiver for Perfect Metals USA L.L.C. and Whispers L.L.C. and terminates the receivership as to those entities. Plaintiff’s Petition, and all claims and causes of action set forth therein, were thereby dismissed with prejudice. Counterclaimants’ First Amended Counterclaim, and all claims and causes of action set forth therein, were thereby dismissed with prejudice.

As of September 25, 2015 and thereafter, the Company can be defined as a "shell" company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity. The Company currently intends to seek to acquire assets or shares of an entity actively engaged in business which generates revenues in exchange for its securities. The Company has no particular acquisitions in mind and has not currently entered into any negotiations regarding such an acquisition. The Company's officer and director has not engaged in any preliminary contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the Exchange Agreement Immediatelydate hereof. The Company’s common stock is subject to quotation on the OTC Markets Group, Inc. Pink Open Market Platform (“Pink Sheets”) under the symbol AMRR. There is currently only a limited trading market in the Company’s shares, nor do we believe that any active trading market has existed for approximately the last 5 years. There can be no assurance that there will be an active trading market for our securities following the Acquisitioneffective date of this Registration Statement under the Company cancelled 6,350,000 sharesSecurities Exchange Act of Common Stock, in connection with1934, as amended (“Exchange Act”). Exchange Act. In 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.event that an active trading market commences, there can be no assurance as to the transferring shareholders. Accordingly, the Company has presented the recapitalization as being a net issuancemarket price of 996,336our shares of common stock, valued at a zero value which representedwhether 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 POLICIEStrading market will provide liquidity to investors or whether any trading market will be sustained.

PrinciplesBasis of ConsolidationPreparation

The accompanying financial statements present oninclude the financial information of American Metals Recovery and Recycling Inc. (the "Company") have been prepared in accordance with the instructions to financial reporting as prescribed by the Securities and Exchange Commission (the "SEC"). The preparation of these financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles ("GAAP"). In the opinion of management, the financial statements contained in this report include all known accruals and adjustments necessary for a consolidated basisfair presentation of the financial position, results of operations, and operationscash flows for the periods reported herein.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

Adoption of WhispersNew Accounting Standard

In February 2016, the FASB issued ASU 2016-02 "Leases", which is codified in ASC 842 "Leases" and Perfect assupersedes current lease guidance in ASC 840. These provisions require lessees to put a right-of-use asset and lease liability on their balance sheet for operating and financing leases that have a term of more than one year. Expense will be recognized in the predecessorsincome statement similar to current accounting guidance. For lessors, the ASU modifies the classification criteria and the accounting for sales-type and direct financing leases. Entities will need to disclose qualitative and quantitative information about their leases, including characteristics and amounts recognized in the financial statements. These provisions are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We adopted the provisions on January 1, 2019, including interim periods subsequent to the Company. All significant intercompany transactions have been eliminateddate of adoption. Entities are required to use a modified retrospective approach upon adoption to recognize and measure leases at the beginning of the earliest comparative period presented in the consolidation.financial statements. Since all the leases were finance leases, there was no effect on the financial statements when ASC 842 was adopted.

In September 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation, to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments for employees, with certain exceptions. Under the new guidance, the cost for nonemployee awards may be lower and less volatile than under current US GAAP because the measurement generally will occur earlier and will be fixed at the grant date. This update is effective for annual financial reporting periods, and interim periods within those annual periods, beginning after December 15, 2018, although early adoption is permitted. The Company adopted the standard effective January 1, 2019, and found the adoption did not have a material effect on our financial statements.

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on their financial position, results of operations or cash flows.

Accounting Standards not yet Adopted

In September 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for us in our first quarter of fiscal 2023, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2016-13 on our financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted inGAAP requires the United States requires management to makeuse of estimates and assumptions that affectby management in determining the reported amounts of assets and liabilities, and the disclosuredisclosures of contingent assets and liabilities at the date of the financial statements and the reported amountamounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition, long-lived asset impairments and adjustments, deferred tax, stock-based compensation, and reserves for legal matters.

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,

The Company considers all highly liquid investments purchased with an original maturity of three months or less are considered to be cash and cash equivalents.

Accounts ReceivableRelated Parties

Management reviews accounts receivable periodically to determine if any receivables will potentially be uncollectible. Management’s 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 receivablefollows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Related party 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 Company’s allowance for bad doubtful accounts was $-0- and $-0- as of September 30, 20142021 and 2013, respectively.

Inventory

December 31, 2020 were $97,108 and $93,733, respectively (see Note 4. Related Party Transactions).

Stock-Based Compensation

The Company’s inventory accounts for stock-based compensation to employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is comprisedmeasured at grant date, based on the fair value of scrap metals held for resale to metal recyclersthe award and is recordedrecognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASC 505-50. Equity instruments issued to other than employees are valued at the lowerearlier of costa commitment date or marketupon completion of the services, based on a first in first out basis.the fair value of the equity instruments and is recognized as expense over the service period. The Company’s inventory estimates the fair value of scrap metals was $104,203share-based payments using the Black-Scholes option-pricing model for common stock options and $93,373the closing price of the company's common stock for common share issuances.

Revenue Recognition

The core principles of revenue recognition under ASC 606 include the following five criteria:

Sales are recognized when promised services are started in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales for service contracts generally are recognized as the services are being provided.

Accounts Receivable and Allowance for Doubtful Accounts

The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The Company does not generally require collateral for our accounts receivable. There were 0 accounts receivable and allowance for doubtful accounts as of September 30, 20142021 and December 31, 2013, respectively.2020.

 AMERICAN METALS RECOVERY AND RECYCLING, INC.

NotesRisk Concentrations

The Company does not hold cash in excess of federally insured limits.

General and Administrative Expenses

The Company's general and administrative expenses consisted of the following types of expenses during 2021 and 2020: Legal and accounting, consulting, office expenses and other administrative related expenses.

Property and Equipment

Property and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity, or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.

Impairment of Long-Lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to Condensed Consolidated Financial Statementsresult from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is determined based on either expected future cash flows at a rate we believe incorporates the time value of money. No indications of impairments were identified in 2021 or 2020.