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, 2014March 31, 2022.


OR


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


From the transition period from _______________________ to ____________.___________.


Commission File Number 333-168089000-56318


AMERICAN METALS RECOVERY AND RECYCLING INC.

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


American Metals Recovery and Recycling, Inc.

Nevada

(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.)


4301 West Bank Drive, Suite 110B, Austin, Texas78746
(Address of principal executive offices)(Zip Code)

61 Broadway, 32nd Floor

New York, NY 10006(866) 365-0620

(Address of principal executive offices)


(917) 289-1998

(Issuer'sIssuer’s telephone number)


N/A

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


Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading
Symbol(s)
Name of each exchange on
which registered
Common Stock, $0.001 par value per shareAMRROTC Market

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 oNox

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [ X ]   oNo [     ].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, or an emerging growth company. See the definitions of large“large accelerated filer,accelerated“accelerated filer, and smaller “smaller reporting company, and “emerging growth company” in Rule 12b-2 of the Exchange Act:Act.

 


Large Accelerated Filer [  ]

o

Accelerated Filer [  ]

o

Non-Accelerated Filer [  ]

x

Smaller Reporting Company [X] 

x
Emerging growth companyo

 


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. Yes o     No x

Indicate by a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act: Yes[  ] Act): Yes oNo [X].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,July 18, 2022, there were 10,096,33611,081,336 shares of Common Stock of the issuer outstanding.










TABLEOFCONTENTS

 


TABLE OF CONTENTS


Items

Page

PART I.FINANCIAL STATEMENTS

PART I

Item 1

ITEM 1.

ConsolidatedUnaudited Financial Statements

3-8

2

Item 2

ManagementsNotes to Unaudited Financial Statements

7
ITEM 2.Management’s Discussion and Analysis orand Plan of Operation

                                        9-10

15




Item 3

ITEM 3.

Quantitative and Qualitative Disclosures aboutDisclosure About Market Risk

                                           10

18

Item 4

ITEM 4.

Controls and Procedures

                                           10

19



PART II.

 PART II

OTHER INFORMATION


Item 1

Legal Proceedings

11


ITEM 1.


Legal Proceedings


20

Item 1A

Risk Factors

11


ITEM 2.



Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

11

20




Item 3

ITEM 3.

DefaultsDefault Upon Senior Securities

11

20




Item 4

ITEM 4.

Mine Safety Disclosures

11

20




Item 5

ITEM 5.

Other Information

11

20


Item6

ITEM 6.

Exhibits

12-14

20

CERTIFICATIONS

EXHIBIT 31.1CHIEF EXECUTIVE OFFICER CERTIFICATION





EXHIBIT 31.2

Signatures

14

CHIEF FINANCIAL OFFICER CERTIFICATION



EXHIBIT 32.1


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350



2









PART I. FINANCIAL INFORMATION

 


ITEM 1. FINANCIAL STATEMENTS.

 

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 StatementsCONSOLIDATED BALANCE SHEETS

September 30, 2014MARCH 31, 2022, and 2013DECEMBER 31, 2021


(Unaudited)

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

  2022  2021 
ASSETS        
Current Assets        
Cash and Cash Equivalents $1,774,532  $138 
Accounts Receivable  9,019,768   - 
Unbilled Accounts Receivable  3,423,129   - 
Costs in Excess of Billings  7,487,848   - 
Inventories  227,236   - 
Prepaids and Other Current Assets  1,317,827   - 
Total Current Assets  23,250,340   138 
         
Property, Plant and Equipment        
Property, Plant and Equipment (Net of Accumulated
Depreciation of $227,370 and $0)
 
 
 
 
 
2,783,701
 
 
 
 
 
 
 
-
 
 
Right of Use Asset  214,389   - 
Total Property, Plant and Equipment  2,998,090   - 
         
Other Assets        
Goodwill  25,524,379   - 
Other Receivables  2,402,000   - 
Long Term Assets  890,157   - 
    Total Non-Current Assets  31,814,626   - 
         
TOTAL ASSETS $55,064,966  $138 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)        
Current Liabilities:        
Accounts Payable $2,643,151  $1,031 
Accrued Expenses  1,918,111   - 
Billings In Excess of Costs  1,120,753   - 
Accrued Interest  904,918   - 
Note Payable and Accrued Interest – Related Party  99,358   98,232 
Other Current Liabilities  2,846,642   - 
Current Portion of Lease Payable  18,504   - 
Current Portion of Long-Term Debt  6,539,945   - 
Total Current Liabilities  16,091,382   99,263 
         
Non-Current Liabilities:        
Note Payable, Less Current Portion  37,948,731   - 
Capital Leases Payable, Less Current Portion  1,743,919   - 
Operating Lease Payable, Less Current Portion  195,885   - 
Total Non-Current Liabilities  39,888,535   - 
         
TOTAL LIABILITIES  55,979,917   99,263 
         
COMMITMENTS AND CONTINGENCIES  -   - 
         
STOCKHOLDERS’ EQUITY (DEFICIT)        
Preferred Stock, $0.001 par value, 5,000,000 shares authorized, 600,000 shares issued
and outstanding
  600   600 
Common Stock, $0.001 par value, 50,000,000 shares authorized 11,081,336 issued and
outstanding
  11,081   11,081 
Additional Paid In Capital  507,571   507,571 
Accumulated Deficit  (1,434,203)  (618,377)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)  (914,951)  (99,125)
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $55,064,966  $138 


The accompanying notes are an integral part of these unaudited consolidated financial statements have been preparedstatements.

3

AMERICAN METALS RECOVERY AND RECYCLING, INC.

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2022, AND 2021

(Unaudited)

  2022  2021 
REVENUE $10,771,627  $- 
COST OF REVENUE  8,237,627   - 
Gross Profit  2,534,000   - 
Operating Expenses:        
Selling, General and Administrative Expenses  2,169,125   15,600 
Other Expenses  -   - 
Depreciation and Amortization  228,837   - 
Total Operating Expenses  2,397,962   15,600 
NET OPERATING INCOME  136,038   (15,600)
         
OTHER INCOME (EXPENSE)        
Interest Income  35   - 
Interest Expense  (953,614)  (1,125)
Other Income (Expense)  1,715   - 
TOTAL OTHER INCOME (EXPENSES)  (951,864)  (1,125)
         
NET INCOME (LOSS) BEFORE TAXES  (815,826)  (16,725)
PROVISION FOR INCOME TAXES  -   - 
         
NET INCOME (LOSS) $(815,826) $(16,725)
         
         
Basic Income Per Common Share $(0.07) $0.00 
Weighted Average Shares Outstanding - Basic  11,081,336   11,081,336 
         
Diluted Income Per Common Share $(0.07) $0.00 
Weighted Average Shares Outstanding - Diluted  11,081,336   11,081,336 

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

4

AMERICAN METALS RECOVERY AND RECYCLING, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THREE MONTHS ENDED MARCH 31, 2022, AND 2021

(Unaudited)

For the Three Months Ended March 31, 2022

                          
  Preferred Stock  Common Stock  Paid-In  Retained    
  Shares  Amount  Shares  Amount  Capital  Earnings  Totals 
                      
Balance at December
31, 2021
  600,000  $600   11,081,336  $11,081  $507,571  $(618,377) $(99,125)
                             
Net Loss  -   -   -   -   -   (815,826)  (815,826)
Balance at March 31, 2022  600,000  $600   11,081,336  $11,081  $507,571  $(1,434,203) $(914,951)

For the Three Months Ended March 31, 2021

                          
  Preferred Stock  Common Stock  Paid-In  Retained    
  Shares  Amount  Shares  Amount  Capital  Earnings  Totals 
                      
Balance at December
31, 2020
  600,000  $600   11,081,336  $11,081  $507,571  $(570,580) $(51,328)
                             
Net Loss  -   -   -   -   -   (16,725)  (16,725)
Balance at March 31, 2021  600,000  $600   11,081,336  $11,081  $507,571  $(587,305) $(68,053)

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

5

AMERICAN METALS RECOVERY AND RECYCLING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2022, AND 2021

(Unaudited)

  2022  2021 
CASH FLOWS FROM OPERATING ACTIVITES:        
Net income $(815,826) $(16,725)
Adjustments to reconcile net income to cash used in operating activities        
Depreciation and Amortization  227,370   - 
Change in Operating Assets and Liabilities        
Change in Operating Assets and Liabilities        
Accounts Receivable  (780,281)  - 
Unbilled Accounts Receivables  (536,622)  - 
Cost in Excess of Billings  (590,474)  - 
Inventory  63,204   - 
Prepaids and Other Assets  952,876   - 
Other Assets  (3,317,796)  - 
Accounts Payable  486,526   1,470 
Accrued Expenses  2,825,318   1,125 
Billings in Excess of Costs  (227,903)  - 
Accrued Interest – Related Party  1,125   - 
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES  (1,712,483)  (14,130)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Purchase of Equipment  (36,340)    
Purchase of AMR Resources  (40,407,648)    
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES  (40,443,988)    
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from Notes Payable  44,000,000     
Payments on Debt  (69,135)  - 
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES  43,930,865   - 
         
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  1,774,394   (14,130)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD  138   43,436 
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,774,532   29,306 
         
SUPPLEMENTAL DISCLOSURES        
Cash Paid for Interest $1,033  $- 
Cash Paid for Income Taxes $-  $- 

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

6

AMERICAN METALS RECOVERY AND RECYCLING, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022 AND 2021

NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Activities, History and Organization

American Metals Recovery and Recycling Inc. was incorporated in the State of Nevada on June 29, 2009. We were formed in order 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 served the oil and gas industry with down-hole drilling motors. These motors were used in the gas well drilling process to drill out frac plugs and other debris in the wellbore. The Company later changed its name to American Metals Recovery and Recycling Inc.

On August 2, 2021, the Company filed a Registration Statement on Form 10 to register the Company’s 11,081,336 shares of previously issued and outstanding common stock and 600,000 shares of previously issued and outstanding preferred stock. The Company received no proceeds as result of the August 2, 2021 registration of the common and preferred shares.

On February 1, 2022, American Metals Recovery and Recycling, Inc. (“AMRR”) (OTC Pink: AMRR), completed an acquisition of AMR Resources, LLC (“AMR” or “the Company”) whereby AMR became a wholly owned subsidiary of AMRR. The Company owns all of the assets exclusively used in the Onepath Integrated Services (“OIS”) business, which were divested by Onepath Systems, LLC. OIS has operated as a standalone division of Onepath Systems and has provided private and public entities large-scale telecommunications, system / network planning and engineering, low voltage cabling, security / access controls, and installation services since 2006. OIS has a nationwide footprint that provides clients with a one stop solution. Key business units include telecom and internet providers, fire and life safety, large building security and access control, audio/visual, multi-dwelling units, military, and large-scale public and commercial developments.

The acquisition of all outstanding units of AMR Resources was consummated in exchange for consideration of $40.5 million (the “AMR Resources Acquisition”). In contemplation of the AMR Resources Acquisition, OnePath Systems, LLC (“OnePath”) formed AMR Resources and contributed those assets necessary for the operation of its integrated services business. As a result of the AMR Resources Acquisition, the Company acquired 100% of the outstanding units of AMR Resources and the former integrated services business of OnePath. AMR Resources is a wholly owned subsidiary of the Company as of February 1, 2022. The consideration paid by AMRR was subject to post-closing adjustment as contemplated by the Company without audit. InAgreement. The Agreement contained customary provisions reflecting a transaction of such scope and structure, including representations, warranties, indemnification obligations. AMRR funded the opinion ofpurchase price from the AMRR’s readily available funds generated from loan proceeds. AMR Resources designs, deploys and maintains integrated low-voltage systems for the commercial and residential market. This includes Life Safety, Physical Security, Audio-Visual, Networking and Structured Cabling solutions.  With 300 employees and over 5,000 subcontractors, AMR Resources has a national footprint, with a heavy concentration in the Southeastern United States and is headquartered in the Atlanta, Georgia metropolitan area.

On April 5, 2022, AMRR announced a rebrand to Multiband Global, positioning itself as a leading IT and network lifecycle company offering solutions for the complete IT and network lifecycle.

Significant Accounting Policies

The Company’s 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 withselects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenues and expenses. The accounting policies used conform to generally accepted accounting principles which have been condensed or omitted. It is suggested thatconsistently applied in the preparation of these condensed financial statements be read in conjunction with thestatements.

The financial statements and notes thereto includedare representations of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system 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 Company's December 31, 2013 auditedproper period in a timely manner to produce financial statements filed in an 8-K filed on April 11, 2014. Thewhich present fairly the financial condition, 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,cash flows of the Company (Premier Common Stock). As a resultfor the respective periods presented.

Basis of Presentation

The Company prepares its unaudited consolidated financial statements on the Exchange Agreement, Perfect Metals becameaccrual basis of accounting in conformity with accounting principles generally accepted in the Companys wholly-owned subsidiary (the Acquisition) andUnited States.

7

Principles of Consolidation

The unaudited consolidated financial statements include the Company changed its name toaccounts of American Metals Recovery and Recycling, Inc., as well as its wholly owned subsidiary, AMR Resources, LLC. All significant inter-company transactions have been eliminated. All amounts are presented in U.S. Dollars unless otherwise stated.

Cash and Cash Equivalents

The 9,000,000 shares were valuedCompany considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. As of March 31, 2022, the Company had $340,654 of deposits in U.S. Banks in excess of the FDIC limit. Management does not believe that the Company is at risk of loss on cash.

Accounts Receivable and Allowances for Doubtful Accounts

The allowance for accounts receivable is recorded when receivables are considered to be doubtful of collection. As of March 31, 2022, and December 31, 2021, respectively, the Company had $528,851 and $0 allowance for doubtful accounts.

Unbilled Accounts Receivable

Unbilled accounts receivable represents amounts deemed receivable but not yet billed – See Note 4.

Costs in Excess of Billings

Cost in excess of billings represents costs incurred on contracts which have not yet been invoiced. The balance at March 31, 2022 and December 31, 2021 was $7,487,848 and $0 respectively.

Inventory

Inventories are carried at the lower of cost or net realizable value and consists of the common stocksupplies on-hand for use in future customer arrangements. The inventories are $227,236 and additional paid$0 as of March 31, 2022, and December 31, 2021, respectively.

Prepaids and Other Current Assets

These amounts represent prepaid legal, rent and insurance. The balance at March 31, 2022 and December 31, 2021 was $1,204,095 and $0 respectively.

Billings in capitalExcess of Perfect Metals.Costs

Billings in excess of costs represents advance amounts billed customers for work which the company has not yet completed. The balance at March 31, 2022 and December 31, 2021 was $1,120,753 and $0 respectively.

Income Taxes

The Company accounts for income taxes under ASC 740 “Income Taxes” using the liability method, recognizing certain temporary differences between the financial reporting basis of liabilities and assets and the related income tax basis for such liabilities and assets. This method generates either a net deferred income tax liability or asset for the Company, as measured by the statutory tax rates in effect. The Company derives the deferred income tax charge or benefit by recording the change in either the net deferred income tax liability or asset balance for the year. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.

Use of Estimates

 

In addition, pursuantorder 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 aprepare unaudited 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 tomust make estimates, judgments and assumptions that affect the amounts reported in the unaudited consolidated financial statements and determines whether contingent assets and liabilities, if any, are disclosed in the unaudited consolidated financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based.

8

Revenue Recognition

The Company recognizes revenue according to ASC 606 “Revenue from contracts with customers.” The Company generates revenue by providing private and public entities large-scale telecommunications, system / network planning and engineering, low voltage cabling, security / access controls, and installation. The core principles of revenue recognition under ASC 606 include the following five criteria:

1.Identify the contract with the customer
Contract with our customers may be oral, written, or implied. A written and signed invoice stating the terms and conditions is the Company’ preferred method. The terms of a written contract may be contained within the body of an invoice or in an email. No work is commenced without an understanding between the Company and our client that a valid contract exists.

2.Identify the performance obligations in the contract
Our sales and account management teams define the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the customer as promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in email correspondence, face-to-face meetings, additional proposals or scopes of work, or phone conversations.

3.Determine the transaction price
Pricing is discussed and identified by the operations team prior to submitting an invoice to the customer.

4.Allocate the transaction price to the performance obligations in the contract
If a contract involves multiple obligations, the transaction pricing is allocated accordingly, during the performance obligation phase.

5.Recognize revenue when (or as) we satisfy a performance obligation

The Company uses digital marketing that includes digital advertising, SEO management and digital ad support. We provide whether presenting a vibrant but simple message about our clients that will enlighten their audience or deploying an influential digital marketing campaign on our online site or across one or multiple social media platforms. Revenue is recognized when ads are run on Company’s advertising platform.

The company generates analytical reports monthly or as required to show how the ad dollars were spent and how the targeting resulted in click-through. The report satisfies the performance obligation, regardless of the outcome or effectiveness of the campaign.

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.

For the three months ended March 31, 2022 and 2021, there are no deferred contract costs or deferred commissions.

Fair Value of Financial Instruments

The ASC guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 Inputs – Quoted prices for identical instruments in active markets.

Level 2 Inputs – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs – Instruments with primarily unobservable value drivers.

As of March 31, 2022, and December 31, 2021, the Company’s financial assets were measured at fair value using Level 3 inputs, with the exception of cash, which was valued using Level 1 inputs.

Per Share Amounts

Earnings per share are calculated in accordance with ASC 260 “ Earnings per Share”. The weighted average number of common shares outstanding during each period is used to compute basic earnings (loss) per share. Diluted earnings per share are computed using the weighted average number of shares and potentially dilutive common shares outstanding. Potentially dilutive common shares are additional common shares assumed to be exercised. Potentially dilutive common shares consist of stock warrants, convertible preferred shares and convertible notes and are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss or where the average stock price was below the exercise price of the respective potentially dilutive common share, as their effect would be considered anti-dilutive.

9

The Company had no options or warrants outstanding at March 31, 2022 and March 31, 2021.

  

Three Months

Ended

March 31,

2022

  

Three Months

Ended

March 31,

2021

 
Net income (loss) attributable to common shareholders $(815,826) $(16,725)
         
Weighted average number of common shares outstanding, Basic  11,081,336   11,081,336 
         
Diluted weighted average number of common shares outstanding,  11,081,336   11,081,336 
         
Basic earnings (loss) per share $(0.07) $(0.00)
         
Diluted earnings (loss) per share $(0.07) $(0.00)

At March 31, 2022 and 2021, the Company had no potentially dilutive common stock related to outstanding stock warrants.

Related Party Transactions

FASB ASC 850, “Related Party Disclosures” requires companies to include in their financial statements, disclosures of material related party transactions. The Company discloses all material related party transactions. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

NOTE 2 – INVENTORIES

Inventories are carried at the lower of cost or fair value and consists of the supplies on-hand for use in future customer arrangements. Inventory balances of March 31, 2022, and December 31, 2021, respectively, were as follows:

  2022  2021 
Supplies on-hand $227,236  $- 
         

NOTE 3 – PROPERTY, PLANT AND EQUIPMENT

Property consists of the following at March 31, 2022 and December 31, 2021:

  2022  2021 
Furniture and Fixtures $29,104  $- 
Computer Equipment  176,443   - 
Machinery and Office Equipment  160,318   - 
Automobiles and Trucks  2,612,496   - 
Software  32,710   - 
Sub-total  3,011,071   - 
Less: Accumulated depreciation  (227,370)  - 
Total Property $2,783,701  $- 

Depreciation and amortization have been provided over each asset’s estimated useful life. Depreciation and amortization expense was $227,236 and $0 for the three months ended March 31, 2022 and 2021 respectively.

10

NOTE 4 – UNBILLED ACCOUNTS RECEIVABLE

Unbilled accounts receivable represents amounts for which work has been performed but not yet billed. The following table shows the amounts as of March 31, 2022 and December 31, 2021:

  March 31, 2022  Dec 31, 2021 
Vendor rebate programs receivable $144,381   0 
Accrued revenue -Google contract  1,396,473   0 
Accrued revenue – Lockheed contract  1,595,204   0 
Accrued revenue – Brinks contract  183,637   0 
Accrued revenue – Service contracts  89,835   0 
Accrued revenue – Shentel contract  3,639   0 
Accrued revenue – Miscellaneous projects  9,960   0 
Total $3,423,129  $0 

NOTE 5 – GOODWILL

Impairment of Goodwill and Other Intangible Assets. As of January 31, 2022, goodwill recorded on our Condensed Consolidated Balance Sheet aggregated $25.5 million which relates to our purchase of AMR Resources, LLC (AMR) on February 1, 2022. We perform an annual impairment review in the first quarter of each fiscal year.

In accordance with ASU 2017-04, “Intangibles – Goodwill and Other - Simplifying the Test for Goodwill Impairment,” The adoption of ASU 2017-04 requires that an entity should perform an annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

On March 31, 2022, we performed our annual goodwill impairment test and estimated the fair value of AMR based on the recent purchase of AMR. We concluded that the goodwill assigned to AMR, as of March 31, 2022, was not impaired and that AMR unit was at risk of failing step one of the goodwill impairment test as prescribed under the ASC.

NOTE 6 – INCOME TAXES

The Company has adopted ASC 740-10, “ Income Taxes”, 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 Company’s effective tax rate for the period ended March 31, 2022 and for the period ended March 31, 2021 varies from the statutory rate of 21% due to valuation allowance which creates a near zero effective tax rate. The Company intends to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of the valuation allowance. However, given our current earnings and anticipated future earnings, it is reasonably possible that in the near future sufficient positive evidence may become available to support the conclusion that no valuation allowance is necessary.

NOTE 7– STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock at a par value of $0.001 per share.

As of March 31, 2022 and December 31, 2021, the Company has 600,000 shares of Preferred Stock issued and outstanding.

Common Stock

The Company is authorized to issue 50,000,000 shares of common stock at a par value of $0.001 per share.

As of March 31, 2022 and December 31, 2021, the Company had 11,081,336 shares of its common stock issued and outstanding.

The Company did not issue any shares of its common stock during the three months ended March 31, 2022 or 2021.

11

Options

As of both March 31, 2022 and December 31, 2021, the Company had no stock options outstanding.

Warrants

As of both March 31, 2021 and December 31, 2021, the Company had no warrants outstanding.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Leases

The Company accounts for leases according to ASC 842 - Leases, which requires recognition of a right-of-use asset and lease liability for all leases at the commencement date based on the present value of lease payments over the lease term. In addition, the Company has elected other available practical expedients to not separate lease and non-lease components for all classes of underlying assets and to exclude leases with an initial term of 12 months or less. The Company determines if a contract is or contains a lease at inception.

As the implicit rate is not readily determinable for most of the Company’s lease agreements, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments. These discount rates for leases are calculated using the Company’s interest rate of promissory notes.

The Company leases various vehicles under financing leases expiring in various years through 2026. The assets and liabilities under financing leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The assets are amortized over their estimated useful lives. Amortization of assets under capital leases is included in depreciation expense for the three months ended March 31, 2022. The following is a summary of property held under capital leases as of March 31, 2022 and December 31, 2021.

Schedule of property held under capital leases

  March 31, 2022  Dec 31, 2021 
Vehicles $2,612,496  $- 
Less: Accumulated Amortization  (161,357)  - 
  $2,451,139  $- 

Minimum future lease Payments under financing leases at March 31, 2022 and December 31, 2021 are as follows:

   March 31, 2022  Dec 31, 2021 
2022  $533,352  $- 
2023   693,635   - 
2024   674,298   - 
2025   593,267   - 
2026   193,442     
2027   1,279   - 
    Total Minimum Lease Payments   2,689,273   - 
Less: Amount Representing Interest   (456,678)  - 
    Present Value of Minimum Lease Payments   2,232,595   - 
Less: Current Portion   (488,676)  - 
    Financing Lease, Net of Current Portion  $1,743,919  $- 

Interest rates on financing leases vary from 2.36% to 19.28% and are imputed based upon the lower of the Company’s incremental borrowing rate at the inception of each lease or the lessor’s implicit rate of return.

Operating Lease

The Company leases office space for its corporate headquarters in Kennesaw, Georgia under a sublease. The lease terminates on December 31, 2022 and since it is all current, the Company has elected not to record any Right of Use Assets and Lease Liabilities. The lease provides for base monthly rent of $60,031.

The Company leases office space for the AMR Resources operations in Austin, Texas. In January 2022, the Company entered into a sixty-four month lease through June 2027. As part of the agreement the Company received four months free rent. The Company makes tiered lease payments on the 1st of each month. The Company’s lease does not have any residual value guarantees or restrictive covenants.

The Company classified the lease as an operating lease and determined that the value of the right of use lease assets (“ROU”) and liability at the inception of the lease was $214,389 using a discount rate of 10%, which is the rate of the note payable. As the implicit rate is not readily determinable for the lease, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments. The lease effective date is April 1, 2022. No rent expense or amortization of the ROU was recorded in the period.

12

The Company’s components of lease cost are as follows:

  Period Ended 
  March 31, 2022 
Operating Lease – Office Lease $- 
Short Term Lease Costs  - 
Variable Lease Costs  - 
TOTAL Expense $- 
     
Weighted average remaining lease term and weighted average discount rate are as follows:    
     
Weighted Average Remaining Lease Term (Years) – Operating Leases  6.33 
Weighted Average Discount Rate – Operating Leases  10.00%
Right of Use asset (ROU”) $214,389 
Estimated future minimum lease obligations are as follow for the years ending December 31:    
YEAR    
2022 $26,316 
2023  58,389 
2024  55,510 
2025  57,155 
2026  58,800 
Thereafter  34,540 
Total $290,710 
Less Imputed Interest  (76,321)
OPERATING LEASE PAYABLE $214,389 

Other Contingencies

Coronavirus Pandemic

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States of America. Efforts implemented by local and national governments, as well as businesses, including temporary closures, are expected to have adverse impacts on local, national and the global economies. Although the disruption is currently expected to be temporary, there is uncertainty around the duration and the related economic impact. Therefore, while we expect this matter to have an impact our business, the impact to our results of operations and financial position cannot be reasonably estimated at this time.

Russia-Ukraine conflict

The Russian-Ukraine conflict is a global concern. The Company does not have any direct exposure to Russia or Ukraine through its operations, employee base, investments or sanctions. We have no basis to evaluate the possible risks of this conflict.

NOTE 9 – NOTES PAYABLE

On January 21, 2022, the Company issued the Note to GNET in an aggregate principal amount of $44 million. The Note bears interest at a rate of 10% per annum and matures on the Maturity Date, January 21, 2025. The principal balance of the Note must be repaid in equal monthly installments commencing September 23, 2022, with the final payment due on the Maturity Date. Interest is calculated on the basis of a 360-day year for the actual number of days elapsed and is payable as a balloon payment on the Maturity Date. Prepayments are permitted subject to certain terms and conditions. The Note is secured by substantially all of the Company’s assets. The proceeds were used for working capital and to fund the acquisition of AMR Resources as described previously and below.

Acquisition of AMR Resources

On February 1, 2022, the Company completed the AMR Resources Acquisition for $40.4 million in cash, pursuant to the AMRR Agreement, subject to post-closing adjustment as contemplated therein. In contemplation of the AMR Resources Acquisition, OnePath formed AMR Resources and contributed those assets necessary for the operation of its integrated services business. As a result of the AMR Resources Acquisition, the Company acquired all of the outstanding limited liability company interests of AMR Resources and the former integrated services business of OnePath and AMR Resources became a wholly owned subsidiary of the Company.

13

AMR Resources has approximately 125 vehicle leases which are accounted for as finance leases and included in assets under property and equipment and in liabilities under notes payable. The following is a schedule of the Company’s long-term debt:

Schedule of long term debt

  March 31, 2022  Dec 31, 2021 
$44,000,000 Note Payable, 10% interest, due Jan 2025 $44,000,000  $- 
Finance Automobile Leases Payable, various rates  2,232,595   - 
     Subtotal $46,232,595  $- 
Current portion – long-term debt  (6,539,945)  - 
    Total $39,692,650  $- 

The Company purchased the following assets (liabilities) on February 1, 2022 for $40.4 million, with the difference being recorded as goodwill. The following represent the fair value of the assets and liabilities per the best and most current information available at the time of acquisition. The recorded amounts are subject to adjustment from valuation reports post-closing.

Schedule of assets and liabilities

Purchase
Asset / Liability PurchasedFeb 1, 2022
Cash802,000.00
Accounts Receivable8,239,486.93
Other Receivables2,886,507.23
Preapids & Other Current Assets1,468,703.54
Earnings in Excess of Billings6,897,373.65
Inventory290,439.58
Fexed Assets (Net)3,164,887.93
Goodwill25,308,583.06
Accounts Payable(2,155,595.21)
Accrued Expenses(1,633,722.59)
Curr.Portion LT Leases Payable(557,811.41)
  Total Wages Payable(1,047,407.38)
Billings in Excess of Costs(1,348,655.61)
Leases Payable - Autos(2,464,953.45)
Less Curr.Portion-Leases557,811.42
Purchase Price40,407,647.70

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated events from March 31, 2022, through the date when the financial statements were available to issue and has determined there were no items requiring disclosure.

14

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q includes forward-looking statements within the disclosuremeaning of contingent assetsSection 27A of the Securities Act of 1933, as amended, which we refer to in this annual report as the Securities Act, and liabilities atSection 21E of the Securities Exchange Act of 1934, as amended, which we refer to in this annual report as the Exchange Act. Forward-looking statements are not statements of historical fact but rather reflect our current expectations, estimates and predictions about future results and events. These statements may use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “predict,” “project” and similar expressions as they relate to us or our management. When we make forward-looking statements, we are basing them on our management’s beliefs and assumptions, using information currently available to us. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this annual report. Factors that can cause or contribute to these differences include those described under the heading “Management Discussion and Analysis and Plan of Operation.”

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statement you read in this annual report reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by this paragraph. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this annual report. The Company expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any change in its views or expectations. The Company can give no assurances that such forward-looking statements will prove to be correct.

The Company

The Company was incorporated in the State of Nevada 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 Company was dormant from 2015 until February 2021.

On August 2, 2021, the Company filed a Registration Statement on Form 10 to register the Company’s shares of common stock, $0.001 par value (“Common Stock”) under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company received no proceeds as result of such registration.

Prior to December 23, 2021, Repository Services LLC, a Wyoming limited liability company (“Repository Services”), held 8,123,230 shares, or 73.3% of the issued and outstanding shares of, Common Stock and 100% of the issued and outstanding shares of preferred stock, par value $0.001 (“Preferred Stock”), of the Company. On December 23, 2021, Multiband Global Resources, LLC, a Delaware limited liability company (“Multiband”), acquired 7,923,230 shares, or 71.5% of the issued and outstanding shares of, Common Stock and 100% of the issued and outstanding shares of Preferred Stock in exchange for a cash payment of $500,000 paid by Multiband to Repository Services. Also in December 2021, Repository Services transferred the remaining 200,000 shares of Common Stock that were not purchased by Multiband to Katell Survivors Trust (Gerald Katell, Trustee), an unrelated third party.

Since September 25, 2015, the Company has met the definition of a "shell" company, whose sole purpose was to locate and consummate a merger or acquisition with a privately-held operating company private entity.

On January 21, 2022, the Company issued a Secured Promissory Note (“Note”) to GNET ATC, Inc. (“GNET”) in an aggregate principal amount of $44 million. The Note bears interest at a rate of 10% per annum and matures on January 21, 2025 (the “Maturity Date”). The principal balance of the Note must be repaid in equal monthly installments commencing September 23, 2022, with the final payment due on the Maturity Date. Interest is calculated on the basis of a 360-day year for the actual number of days elapsed and is payable as a balloon payment on the Maturity Date. Prepayments are permitted subject to certain terms and conditions. The Note is secured by substantially all of the Company’s assets. The proceeds of the Note were used for working capital and to fund the acquisition of AMR Resources, LLC (“AMR Resources”) as described below.

On February 1, 2022, the Company completed the acquisition of all outstanding limited liability company interests of AMR Resources for $40.5 million in cash (the “AMR Resources Acquisition”), pursuant to a Unit Purchase Agreement (the “AMRR Agreement”), dated February 1, 2022, by and between the Company and OnePath Systems, LLC (“OnePath”), subject to post-closing adjustment as contemplated therein. In contemplation of the AMR Resources Acquisition, OnePath formed AMR Resources and contributed those assets necessary for the operation of its integrated services business. As a result of the AMR Resources Acquisition, the Company acquired 100% of the outstanding limited liability company interests of AMR Resources and the former integrated services business of OnePath and AMR Resources became a wholly owned subsidiary of the Company.

15

The Company seeks to acquire assets or shares of one or more additional privately-held entities actively engaged in revenue generating commercial activities in exchange for AMRR securities or cash. The Company is considering other acquisition candidates but has not entered into any acquisition agreements for additional acquisitions.

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 five years. There can be no assurance that there will be an active trading market for our securities following the effective date of this Registration Statement under the Securities Exchange Act of 1934, as amended (“Exchange Act”). In the event that an active trading market commences, there can be no assurance as to the market price of our shares of common stock, whether the trading market will provide liquidity to investors, or whether any trading market will be sustained.

Segment Information

Not required for smaller reporting Companies

Employees

As of March 31, 2022, we had approximately 300 employees, all in the United States. Consultants are retained from time to time.

Overview.

At December 31, 2021, the Company had no business operations.

On January 21, 2022, the Company issued a $44 million Note to GNET, which bears interest at a rate of 10% per annum and matures on the Maturity Date, January 21, 2025. The principal balance of the Note must be repaid in equal monthly installments commencing September 23, 2022, with the final payment due on the Maturity Date. Interest is calculated on the basis of a 360-day year for the actual number of days elapsed and is payable as a balloon payment at the maturity date. Prepayments are permitted subject to certain terms and conditions. The Note is secured by substantially all of the Company’s assets. The Company used $40.5 million of the proceeds to acquire AMR Resources on February 1, 2022. The remaining proceeds of the Note have been and will be used to fund the operating activities of the Company and AMR Resources.

On February 1, 2022, the Company acquired 100% of the outstanding limited liability company interests of AMR Resources consisting of the former integrated services business of OnePath for $40.5 million in cash subject to post-closing adjustment as contemplated by the AMRR Agreement, and AMR Resources became a wholly owned subsidiary of the Company. Since purchasing AMR Resources, the Company establishing corporate infrastructure necessary to operate our wholly owned subsidiary, AMR Resources, as an independent business.

AMR Resources designs, deploys and maintains integrated low-voltage systems for the commercial and residential market. This includes Life Safety, Physical Security, Audio-Visual, Networking and Structured Cabling solutions.  With approximately 300 employees and over 5,000 subcontractors, AMR Resources has a national footprint, with a heavy concentration in the Southeastern United States and is headquartered in the Atlanta, Georgia metropolitan area.

As of December 31, 2021, the Company did not have any business operations. As of December 31, 2021, the Company had assets totaling $138, liabilities totaling $99,263, and a working capital deficit of $99,125.

Results of Operations for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021

The Company purchased AMR Resources on February 1, 2022 and all revenue reflects only two months of operations through March 31, 2022. We only generated revenues in February and March of 2022 after the acquisition of AMR Resources, LLC and did not generate any revenues during the three months ended March 31, 2021. We had income of $10,771,627 for the three months ended March 31, 2022 and $0 for the three months ended March 31, 2021. Our cost of revenues was $8,237,627 for the three months ended March 31, 2022 resulting in gross profit of $2,534,000 for the three months ended March 31, 2022 and cost of revenues and gross profit of $0 for the three months ended March 31, 2021. The increase in revenues was due to the purchase of AMR Resources, LLC On February 1, 2022 which had ongoing operations. The Company had total operating expenses of $2,397,962 and $15,600 for the three months ended March 31, 2022 and 2021 respectively.

For the three months ended March 31, 2022, we incurred other income and expense $951,864 made up of $953,614 of interest expense and $1,750 of other income. For the three months ended March 31, 2021 we incurred $1,125 in interest expense. The increase was mainly due to the interest of 10% on the Company’s $44 million note payable.

During the three months ended March 31, 2022 and 2021, we incurred net losses of $815,826 and $16,725, respectively.

16

Liquidity and Capital Resources.

As of March 31, 2022, the Company had assets totaling $54,850,577, liabilities totaling $39,692,650, and a working capital of $7,177,462.

On January 21, 2022, the Company received $44 million of loan proceeds from issuance of the Note. The Company used $40.5 million of the proceeds to acquire AMR Resources on February 1, 2022. The remaining proceeds of the Note will be used to fund the operating activities of the Company and AMR Resources. At May 26, 2022, the Company had approximately $1,800,000.00 cash on hand and current liabilities of approximately $7,100,000.00.

Following the AMR Resources Acquisition, we will incur significant and undetermined costs to establish corporate infrastructure necessary to operate the Company and AMR Resources, as an independent business. Actions required include preparing and filing required consolidated financial statements of the Company and its subsidiaries. The Company’s ability to obtain debt and equity financing will be very limited until it is able to provide historical financial statements and other financial information to potential investors.

During the reportednext 12 months we anticipate incurring costs related to filing of Exchange Act reports, franchise fees, transfer agent fees, registered agent fees, legal fees, accounting fees, and investigating, analyzing, and consummating one or more acquisitions or business combination. The amount of revenuessuch costs cannot be estimated as it will vary based on the number, size and expensestypes of business acquisitions we consider and consummate.

The Company currently plans to satisfy our cash requirements for the next 12 months through our cash on hand and additional borrowings. The Company may be unable to obtain debt or equity financing to fund continuing operations and planned business acquisitions. Management believes it can satisfy our cash requirements so long as we are able to obtain the necessary financing. The Company expects that any money borrowed will be used during the reporting period. Actual results could differ from those estimates.next 12 months to fund operating activities and business acquisitions.  

 

Contractual Obligations and Commitments.

The Company maintains approximately 125 vehicle leases which are recorded on the balance sheet.

Critical Accounting Policies.

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 equivalents. At both March 31, 2022 and December 31, 2021, the Company’s cash balance was $1,774,532 and $138, respectively. The Company maintains cash balances at financial institutions insured up to $250,000 by the Federal Deposit Insurance Corporation.

 

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

Accounts Receivable and Allowance for Doubtful Accounts

Management reviews

It is the Company’s policy to record accounts receivable periodicallyat the amount management expects to determine if any receivables will potentially be uncollectible. Managements evaluation includes several factors including the aging of thecollect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts receivable balances,based upon a review of significantthe outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due accounts, economic conditions,based on days outstanding, and our historical write-off experience, net of recoveries. The Company includes any accounts receivable balances thatamounts are written off when determined to be uncollectible alongby management. The maximum accounting loss from the credit risk associated with a general reserve, in itsaccounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. After all attempts to collect aAs of March 31, 2022, and December 31, 2021, respectively, the Company had accounts receivable have failed,of $9,019,768 and $0, respectively, and at March 31, 2022 and December 31, 2021, the receivable is written off against the allowance. The Companys had $528,851 and $0 allowance for bad doubtful accounts, was $-0- and $-0- as of September 30, 2014 and 2013, respectively.


Inventory



respectfully.

 


Revenue Recognition and Cost of Revenues

We account for revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers. Under that standard, revenue is recognized at a point in time or over time when performance obligations are fulfilled by delivery of goods or services to the customer. The core principals of revenue recognition under ASC 606 include the following five criteria: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) we satisfy a performance obligation.

17

Equity–based compensation

 

The Companys inventory is comprised recognizes compensation expense for all equity–based payments in accordance with ASC 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation net of scrap metals heldan estimated forfeiture rate and recognizes compensation cost only for resalethose shares expected to metal recyclers and is recorded atvest over the lowerrequisite service period 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)the award.

 

Revenue Recognition

The Companys revenues derive fromfair value of an option award is estimated on the saledate of scrap metals. Revenue is recognized atgrant using an option pricing model when quoted market prices are not available. Determining the timeappropriate option pricing model and calculating the fair value of saleequity–based payment awards require the use of assumptions that may be subjective. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if collection is reasonably assured. The time of sale is determined to be the point at which the scrap metals are delivered tofactors change 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 anduses different assumptions, the customer jointly determine thatequity–based compensation could be materially different from amounts recorded in the product has been delivered or no refund will be required.financial statements.


NOTE 3 RELATED-PARTY TRANSACTIONS


During the ninethree 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,2022 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 and2021, the Company had no additional material subsequent events to report.







Item 2.  MANAGEMENTS DISCUSSION AND ANALYSIS


Executive Overview


On April 7, 2014, theequity-based payment awards outstanding and did not issue any equity-based payments. 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 accounteddid not record any expense or liabilities 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.  Revenueequity-based payment awards 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, 2014March 31, 2022 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



2021.

 


Income Taxes

 

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 knowsfollows the asset and liability method of no trends, additional eventsaccounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or uncertaintiessettled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that would impact liquidity other thanincluded the volatility of the oil and gas market.


In additionenactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the preceding,amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company plansrecognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for liquidity needs on a short termthe payment of interest and long term basispenalties as follows:of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.


Short Term Liquidity


The Company has an accumulated deficitmay be subject to potential examination by federal, state, and city taxing authorities in the areas of $281,589income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Earnings (Loss) Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

For the three-month periods ended March 31, 2022 and 2021, there were no dilutive instruments as the Company did not have any convertible debt and/or equity instruments issued and outstanding as of September 30, 2014.   The Company has reliedthese dates.

As of March 31, 2022, we did not have any off-balance sheet arrangements, which have or are reasonably likely to have a material adverse effect on external sourcesour financial condition, results 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.or liquidity.

.

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 RiskITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

Not applicable.


18

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.March 31, 2022. This evaluation was accomplished under the supervision and with the participation of our chief executivefinancial officer / principal executive officer and chiefour financial officer / principal financial officerconsultants who concluded that our disclosure controls and procedures are effective to ensure that all material information required to be filed in the annual report on Form 10-K has been made known to them. The evaluation did not effective.include a 404A assessment. For purposes of this section, the term disclosure controls and procedures mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure, controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Act”) is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

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

 

DuringThe Company has not made any changes in its internal controls over financial reporting that occurred 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. Thisthat have materially affected, ouror is reasonably likely to materially affect, its internal control over financial reporting. However, the material weaknesses described above continue to exist with the new accounting department.




 

19


 


PART II


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



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


(a)  None


(b)   ExhibitsLEGAL PROCEEDINGS

  

The Company is not involved in any legal proceedings.

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

None.

ITEM 3. Default Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

ITEM 6. Exhibits

 

Exhibit NumberDescription of Exhibits

 Exhibit Number  

31.1

 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

 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

 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-OxleySarbanes- Oxley Act of 2002.

101.INS*XBRL Instance Document.
101.SCH*XBRL Taxonomy Extension Schema Document.
101.CAL*XBRL Calculation Linkbase Document.
101.DEF*XBRL Taxonomy Definition Linkbase
101.LAB*XBRL Taxonomy Labels Linkbase Document.
101.PRE*XBRL Taxonomy Presentation Linkbase Document.
104Cover Page Interactive Data File. (formatted as Inline XBRL and contained in Exhibit 101.)

 


*XBRL related information in Exhibit 101 to this Annual Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.


20

 

SIGNATURES


In accordance withPursuant to the requirements of Section 13 or 15(d) 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




Dated: July 18, 2022

 


American Metals Recovery and Recycling, Inc.

By:/s/ James Frinzi
James Frinzi
Chief Executive Officer

By:/s/ Jeremie Peterkin
Jeremie Peterkin
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date:  July 18, 2022/s/ James Frinzi
James Frinzi
Director

Date:  July 18, 2022/s/ Jeremie Peterkin
Jeremie Peterkin
Director

Date:  July 18, 2022/s/ Shalom Auerbach
Shalom Auerbach
Director

21