Document_and_Entity_Informatio
Document and Entity Information (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Document and Entity Information: | ' |
Entity Registrant Name | 'American Metals Recovery & Recycling Inc. |
Document Type | '10-Q |
Document Period End Date | 31-Mar-14 |
Amendment Flag | 'false |
Entity Central Index Key | '0001488638 |
Current Fiscal Year End Date | '--12-31 |
Entity Common Stock, Shares Outstanding | 9,996,336 |
Entity Public Float | $9,996,336 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'No |
Entity Voluntary Filers | 'No |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2014 |
Document Fiscal Period Focus | 'Q1 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
ASSETS | ' | ' |
Cash and Cash Equivalents | $8,552 | $17,088 |
Total Current Assets | 8,522 | 17,088 |
Fixed Assets (net of accumulated depreciation of $369,347 and $364,778) | 51,028 | 55,598 |
TOTAL ASSETS | 59,580 | 72,686 |
Accounts Payable | 34,762 | 41,358 |
Current Portion of Notes Payable | 10,152 | 10,714 |
Total Current Liabilities | 44,914 | 52,072 |
Loan From Shareholder | 23,117 | ' |
Notes Payable | 27,645 | 32,513 |
Total Long Term Liabilities | 50,762 | 32,513 |
TOTAL LIABILITIES | 95,676 | 84,585 |
Preferred stock, $0.001 par value, 20,000,000 authorized,-0- issued and outstanding at March 31, 2014 and December 31, 2013 | 0 | 0 |
Common stock, $0.001 par value, 50,000,000 authorized,7,346,336 and 7,346,336 issued and outstanding at March 31, 2014 and December 31, 2013 | 7,346 | 7,346 |
Additional Paid in capital | 277,862 | 277,862 |
Retained Earnings/(Accumulated Deficit) | -321,304 | -297,107 |
Total Stockholders' Equity (Deficit) | -36,096 | -11,899 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $59,580 | $72,686 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
REVENUES | ' | ' |
Revenues | $4,927 | $571,330 |
COST of SALES (inclusive of depreciation of $4,570 and $20,183) | 5,854 | 194,945 |
Gross Profit | -927 | 394,374 |
Depreciation and Amortization | ' | 251 |
Other General and Administrative | 21,847 | 169,057 |
Total Operating Expenses | 21,847 | 169,308 |
Operating Income | -22,774 | 207,077 |
Interest Income | 1 | 8 |
Loss on Sale of Assets | ' | -3,109 |
Interest Expense | -1,424 | -1,905 |
Total Other Income (Expense) | -1,424 | -5,006 |
Net Income before Income Tax Expense | -24,197 | 202,071 |
Provision for Income Tax (Expense) | ' | -42,081 |
Net Income after Income Tax Expense | ($24,197) | $159,990 |
Basic and Diluted Loss per share | $0 | $0.02 |
Weighted Average Shares Outstanding Basic and Diluted | 7,346,336 | 7,346,336 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net Income | ($24,197) | $159,990 |
Depreciation Expense | 4,570 | 20,434 |
Bad Debt Expense | ' | 1,164 |
Loss on Sale of Asset | ' | 3,109 |
(Increase) Decrease in Accounts Receivable | ' | -95,730 |
(Increase) Decrease in Other Current Assets | ' | -1,249 |
Increase (Decrease) Accounts Payable | -6,596 | 27,638 |
Increase (Decrease) Accrued Expenses | ' | 172,081 |
NET CASH (USED IN) OPERATING ACTIVITIES | -26,223 | 287,437 |
Proceeds from Sale of Assets | ' | 29,586 |
NET CASH (USED IN) INVESTING ACTIVITIES | ' | 29,586 |
Payments on Shareholder Loan | 23,117 | -39,608 |
Payments on Note Payable | -5,430 | -35,636 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 17,687 | -75,244 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | -8,536 | 241,799 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 17,088 | 57,741 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 8,552 | 299,520 |
Cash Paid During the Period for Interest Expense | $1,424 | $1,905 |
Note_1_Nature_of_Activities_an
Note 1 - Nature of Activities and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 1 - Nature of Activities and Significant Accounting Policies | ' |
NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES | |
Nature of Activities, History and Organization: | |
Premier Oil Field Services, Inc. (The “Company” or "Premier") serves the oil and gas industry with down-hole drilling motors. These motors are used in the oil and gas well drilling process to drill out frac plugs and other debris in the well bore. The Company is located in Rockwall, Texas and was incorporated on June 29, 2009 under the laws of the State of Nevada. | |
Premier Oil Field Services, Inc., is the parent company of Coil Tubing Motors Corporation, (“CTM”), a company incorporated under the laws of the State of Texas. CTM was established in June 2006. | |
Premier is a private holding company established under the laws of Nevada on June 29, 2009, was formed in order to acquire 100% of the outstanding membership interests of CTM. On September 30, 2009, Premier issued 7,000,000 shares of common stock in exchange for a 100% equity interest in CTM. As a result of the share exchange, CTM became the wholly owned subsidiary of Premier. As a result, the members of CTM owned a majority of the voting stock of Premier. The transaction was accounted for as a reverse merger whereby CTM was considered to be the accounting acquirer as its members retained control of Premier after the exchange, although Premier is the legal parent company. The share exchange was treated as a recapitalization of Premier. As such, CTM, (and its historical financial statements) is the continuing entity for financial reporting purposes. The financial statements have been prepared as if Premier had always been the reporting company and then on the share exchange date, had changed its name and reorganized its capital stock. The share exchange transaction was effected to change the state of incorporation to allow the opportunity for a reduction of franchise taxes under the new Texas franchise tax calculations and to facilitate the initial public offering. At the time of the exchange transaction, Premier had no assets or liabilities and CTM had assets of approximately $409,000 with equity of approximately $81,800. | |
The capital structure of Premier is presented as a consolidated entity as if the transaction had been effected in 2006 to consistently reflect the number of shares outstanding. However, the capital structure as presented is different that the capital structure that appears in the historical statements of CTM, in earlier periods due to the recapitalization accounting. | |
The Company operates on a calendar year-end. Due to the nature of their operations, the Company operates in only one business segment. | |
Basis of Accounting and Consolidation: | |
The Company prepares its financial statements on the accrual basis of accounting. It has one wholly owned subsidiary, Coil Tubing Motors, Corporation, which is consolidated. All intercompany balances and transactions are eliminated. | |
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (“SEC”) regulations. | |
Unaudited Interim Financial Statements: | |
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (“SEC”) regulations for interim financial information. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to present fairly the balance sheets, statements of operations and statements of cash flows for the periods presented in accordance with accounting principles generally accepted in the United States. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to SEC rules and regulations. It is presumed that users of this interim financial information have read or have access to the audited financial statements and footnote disclosure for the preceding year contained in the Company’s Annual Report on Form 10-K. filed on April 2, 2014. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. | |
Significant Accounting Policies: | |
The Company’s management selects 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 revenue and expense. | |
The financial statements and notes are 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 proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. | |
Cash and Cash Equivalents: | |
All highly liquid investments with original maturities of three months or less are included in cash and cash equivalents. All deposits are maintained in FDIC insured depository accounts in local financial institutions and balances are insured up to $250,000. | |
Fair Value of Financial Instruments: | |
In accordance with the reporting requirements of ASC 820, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this statement and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. | |
The carrying amounts of cash, cash equivalents, accounts receivable, accounts payable and notes payable approximate their fair values due to the short-term maturities of these instruments. The carrying amount of the Company’s marketable securities and capital leases approximate fair value due to the stated interest rates approximating market rates. | |
Accounts Receivable: | |
Accounts receivable are carried at their face amount, less an allowance for doubtful accounts. On a periodic basis, the Company evaluates accounts receivable and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and credit conditions, based on a history of write offs and collections. The Company’s policy is generally not to charge interest on trade receivables after the invoice becomes past due. A receivable is considered past due if payments have not been received within agreed upon invoice terms. The Company provides an allowance for all receivables that are greater than 90 days old. Allowances for Doubtful Accounts totaled $0 and $0 at March 31, 2014 and December 31, 2013, respectively. Write offs are recorded at a time when a customer receivable is deemed uncollectible. | |
Revenue Recognition: | |
The Company recognizes revenue in accordance with ASC 605-10. Revenue will be recognized only when all of the following criteria have been met: | |
Persuasive evidence of an arrangement exists; | |
Ownership and all risks of loss have been transferred to buyer, which is generally upon shipment or at the time the service is provided; | |
The price is fixed and determinable; and | |
Collectability is reasonably assured. | |
All services are billed when rendered and payment is due upon receipt of invoice. Revenue is recorded net of any sales taxes charged. | |
Advertising: | |
The Company did not incur any advertising expenses in the three and three months ended March 31, 2014 and 2013. | |
Cost of Sales: | |
Cost of sales consists primarily of shop supplies, contract labor, field related expenses, and deprecation on equipment used in providing services. | |
Income Taxes: | |
The Company has adopted ASC 740-10 which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable. | |
Earnings per Share: | |
Earnings per share (basic) is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the period covered. As the Company has no potentially dilutive securities, fully diluted earnings per share is equal to earnings per share (basic). | |
Use of Estimates: | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | |
Recently Issued Accounting Pronouncements: | |
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. | |
Employee Benefit Plans: | |
The Company has no employee benefit plans. | |
Emerging Growth Company Critical Accounting Policy Disclosure | |
The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging grown company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company may elect to take advantage of the benefits of this extended transition period in the future. |
Note_2_Fixed_Assets
Note 2 - Fixed Assets | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Notes | ' | ||||||||
Note 2 - Fixed Assets | ' | ||||||||
NOTE 2 – FIXED ASSETS | |||||||||
Fixed assets at March 31, 2014 and December 31, 2013 are as follows: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Office Equipment | $ | 9,748 | $ | 9,748 | |||||
Trucks & Trailers | 91,404 | 91,404 | |||||||
Machinery & Equipment | 319,223 | 319,223 | |||||||
Less: Accumulated Depreciation | (369,347 | ) | (364,778 | ) | |||||
Total Fixed Assets | $ | 51,028 | $ | 55,598 | |||||
Depreciation expense for the three months ended March 31, 2014 and 2013 was $4,570 and $20,434, respectively. | |||||||||
In January 2013 the Company sold a vehicle for $29,586 and realized a loss of $3,109 on the transaction. | |||||||||
Note_3_Equity
Note 3 - Equity | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 3 - Equity | ' |
NOTE 3 – EQUITY | |
The Company is authorized to issue 20,000,000 preferred shares at a par value of $0.001 per share. These shares have full voting rights. At March 31, 2014 and December 31, 2013, there were zero shares issued and outstanding. | |
The Company is authorized to issue 50,000,000 common shares at a par value of $0.001 per share. These shares have full voting rights. At March 31, 2014 and December 31, 2013, there were 7,346,336 and 7,346,336 shares issued and outstanding, respectively. |
Note_4_Commitments_and_Conting
Note 4 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 4 - Commitments and Contingencies | ' |
NOTE 4 – COMMITMENTS AND CONTINGENCIES | |
The Company operates out of a mobile trailer as it is on-site at gas fields. The Company uses the President’s home address as its mailing address. | |
At March 31, 2014, the Company had the following outstanding notes payable: | |
Vehicle loan from Alliance Bank, dated September 17, 2012, originally for $52,119, at an annual interest rate of 4.75% due August 17, 2017. Amount due at March 31, 2014 was $37,797. The current principal amount due in one year is $10,152. | |
Note_5_Income_Taxes
Note 5 - Income Taxes | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Notes | ' | ||||||||
Note 5 - Income Taxes | ' | ||||||||
NOTE 5 – INCOME TAXES | |||||||||
The Company has adopted ASC 740-10, which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable (deferred tax liability) or benefit (deferred tax asset). Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||||||||
The cumulative tax effect at the expected tax rate of 25% of significant items comprising the Company’s net deferred tax amounts as of March 31, 2014 and December 31, 2013 are as follows: | |||||||||
Deferred tax asset related to: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Prior Year | $ | 85,514 | $33,748 | ||||||
Utilization of NOL | - | ||||||||
Tax Benefit for Current Period | 6,049 | 50,766 | |||||||
Net Operating Loss Carryforward | $ | 90,563 | $ | 84,514 | |||||
Less: Valuation Allowance | (90,563 | ) | (84,514 | ) | |||||
Net Deferred Tax Asset | $ | 0 | $ | 0 | |||||
The Company now has a cumulative net operating loss carry-forward at March 31, 2014 of $90,563 and a cumulative net operating loss carry-forward of $84,514 at December 31, 2013, |
Note_6_Legal_Proceedings
Note 6 - Legal Proceedings | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 6 - Legal Proceedings | ' |
NOTE 6 – LEGAL PROCEEDINGS | |
The Company was involved in one legal proceeding. On June 15, 2010, the Company was served with a lawsuit from National Oilwell Varco LP (“VARCO”), a vendor of the Company, for $114,065, related to unpaid invoices from October 25, 2007 to September 30, 2008 During April, 2011 the Company agreed to a settlement that would require the Company to pay $122,304 over the next 24 months in equal installments of $5,096 month. The final payment was made in the third fiscal quarter of 2013 and the balance at March 31, 2014 and December 31, 213 was $0. |
Note_7_Financial_Condition_and
Note 7 - Financial Condition and Going Concern | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 7 - Financial Condition and Going Concern | ' |
NOTE 7 – FINANCIAL CONDITION AND GOING CONCERN | |
The Company has a retained deficit through March 31, 2014 totaling $321,304 and negative working capital of $36,362. Although the Company has retained earnings it has a history of an accumulated deficit and it is uncertain whether additional working capital will be required to develop its business operations. | |
The Company has experienced no loan defaults, labor stoppages, legal proceedings or any other operating interruption in 2014. Therefore, these items will not factor into whether the business continues as a going concern, and accordingly, management has not made any plans to dispose of assets or factor receivables to assist in generating working capital. | |
The Company intends to raise additional working capital either through private placements, and/or bank financing, or additional loans from Management if there is need for liquidity. Management may also consider reducing administrative costs. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, and/or bank financing necessary to support the Company’s working capital requirements. To the extent that funds generated from private placements, and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not generated from operations, financing is not available, or the Management cannot loan sufficient funds, the Company may not be able to continue its operations. | |
Management believes that the efforts it has made to promote its operation will continue for the foreseeable future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note_8_Revenue_Concentration
Note 8 - Revenue Concentration | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Notes | ' | ||||
Note 8 - Revenue Concentration | ' | ||||
NOTE 8 – REVENUE CONCENTRATION | |||||
The Company provides drilling services to the oil and gas industry and has two significant customers from which 94% of revenues were derived during the three months ended March 31, 2014. | |||||
Customers | 2014 Revenue | % | 2013 Revenue | % | |
A – Related Party | $0 | 0.00% | $0 | 0.00% | |
B | 4,927 | 100 | 571,330 | 100 | |
C | 0 | 0 | 0 | 0 | |
Others | 0 | 0 | 0 | 0 | |
TOTAL | $4,927 | 100.00% | $571,330 | 100.00% | |
None of the Company’s revenue for the three months ended March 31, 2014 was generated from services performed for an entity controlled by the Company’s chief executive officer. | |||||
Note_9_Subsequent_Events
Note 9 - Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 9 - Subsequent Events | ' |
NOTE 9 – SUBSEQUENT EVENTS | |
On April 7, 2014, in accordance with a Share Exchange Agreement, the Company acquired all of the issued and outstanding common stock of Perfect Metals USA (PM), which acquisition resulted in PM becoming the Company’s wholly-owned subsidiary (the “Acquisition”). In exchange for the shares of PM common stock, the PM Shareholders received a total of 9,000,000 newly-issued shares of the Company’s common stock, representing approximately 90.03% of the outstanding shares of the Company’s common stock. 996,336 shares of the Company’s common stock are held by the Company’s pre-Acquisition stockholders, representing approximately 9.97% of the outstanding shares of the Company’s common stock. In connection with the Acquisition, Lewis Andrews resigned as the Company’s President, Chief Executive Officer, Chief Financial Officer and sole member of the Company’s Board of Directors. Prior to his resignation, Mr. Andrews appointed Gordon Muir as the Company’s Chief Executive Officer and a member of the Company’s Board of Directors. | |
The issuance of shares of Company’s common stock to the PM Shareholders in connection with the Acquisition was not registered under the Securities Act of 1933, as amended (the “Securities Act”), but was conducted in reliance on the exemption from registration provided by Section 4(2) of the Securities Act and/or Regulation D promulgated under that section, which exempts sales of securities by an issuer not involving a public offering. | |
Following the Acquisition, the Company carried on the business of PM as the Company’s primary line of business. Perfect Metals USA 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. Perfect Metals owns all of the outstanding equity interests of its two subsidiaries, Perfect Metals USA LLC, formed in 2010 and Whispers Trucking LLC, formed in 2009. PM operates these businesses as individual wholly owned subsidiaries. Each operating business earns revenue from different sources but are both related to the purchase and sale of trucking materials and ferrous and non-ferrous metal recycling. | |
Following the Acquisition, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Transfer and Assumption Agreement”) with Lewis Andrews, the Company’s former Chief Executive Officer. Pursuant to the terms of the Transfer and Assumption Agreement, Mr. Andrews acquired all of the outstanding membership interests of the Company’s wholly-owned subsidiary Coil Tubing Motor Corp., a Texas corporation (“CTM”), in consideration for assuming all past or present liabilities of CTM. As a result, the Company will no longer engage in the business conducted by CTM | |
On April 25, 2014, the Company filed a Certificate of Amendment to its Articles of Incorporation, changing its name from “Premier Oil Field Services, Inc.,” to “American Metals Recovery and Recycling Inc.” (the “Name Change”). The Name Change became effective with the State of Nevada on May 1, 2014 and became market effective on May 2, 2014 under the new trading symbol “AMRR.” | |