Armco Metals Holdings, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - Armco Metals Holdings, Inc.	ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - Armco Metals Holdings, Inc.	ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - Armco Metals Holdings, Inc.	ex31-2.htm
EXCEL - IDEA: XBRL DOCUMENT - Armco Metals Holdings, Inc.	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(Mark One)

Form 10-Q

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

For the quarterly period ended March 31, 2015

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________________

Commission file number: 001-34631

Armco Metals Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	26-0491904
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1730 S Ampheltt Blvd #230 San Mateo CA	94402
(Address of principal executive offices)	(Zip Code)

(650) 212-7620

(Registrant's telephone number, including area code)

not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ☐No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

☒Yes ☐ No

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒

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

☐Yes ☒No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 6,267,699 shares of common stock are issued and outstanding as of May 15, 2015.

TABLE OF CONTENTS

		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	27
Item 3.	Quantative and Qualitative Disclosures About Market Risk.	33
Item 4.	Controls and Procedures.	33
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	34
Item 1A.	Risk Factors.	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	34
Item 3.	Defaults Upon Senior Securities.	34
Item 4.	Mine Safety Disclosures.	34
Item 5.	Other Information.	34
Item 6.	Exhibits.	35

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Throughout this report, or in other reports or registration statements filed from time to time with the Securities and Exchange Commission under the Securities Exchange Act of 1934, or under the Securities Act of 1933, as well as in documents we incorporate by reference or in press releases or oral statements made by our officers or representatives, we may make statements that express our opinions, expectations, or projections regarding future events or future results, in contrast with statements that reflect historical facts. These predictive statements, which we generally precede or accompany by such typical conditional words as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project” or “expect,” or by the words “may,” “will,” or “should,” are intended to operate as “forward-looking statements” of the kind permitted by the Private Securities Litigation Reform Act of 1995, incorporated in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. That legislation protects such predictive statements by creating a “safe harbor” from liability in the event that a particular prediction does not turn out as anticipated.

While we always intend to express our best judgment when we make statements about what we believe will occur in the future, and although we base these statements on assumptions that we believe to be reasonable when made, these forward-looking statements are not a guarantee of performance, and you should not place undue reliance on such statements. Forward-looking statements are subject to many uncertainties and other variable circumstances, many of which are outside of our control, that could cause our actual results and experience to differ materially from those we thought would occur.

The following listing represents some, but not necessarily all, of the factors that may cause actual results to differ from those we may have anticipated or predicted:

	●	We operate in cyclical industries and we experience volatile demand for our products;
	●	Our ability to operate our scrap metal recycling facility efficiently and profitably;
	●	Our ability to obtain sufficient capital to fund a potential expansion of our scrap metal recycling facility;
	●	Our ability to establish adequate management, legal and financial controls in the United States and China;

	●	The availability to us of supplies of metal ore and scrap metal upon favorable terms;
	●	The availability of electricity to operate our scrap metal recycling facility;
	●	Fluctuations in raw material prices may affect our operating results as we may not be able to pass on cost increases to customers;
	●	The lack of various legal protections, which may be customarily contained in similar contracts among parties in the United States and are material to our operations, in certain agreements to which we are a party;
	●	Our dependence on our key management personnel;
	●	Our potential inability to meet the filing requirements imposed by the securities laws in the United States;
	●	Our ineffective internal control over financial reporting;
	●	The effect of changes resulting from the political and economic policies of the Chinese government on our assets and operations located in China;
	●	The limitation on our ability to receive and use our revenues effectively as a result of restrictions on currency exchange in China;
	●	The impact of future inflation in China on economic activities in China;
	●	Our ability to enforce our rights due to policies regarding the regulation of foreign investments in China;
	●	The restrictions imposed under regulations relating to offshore investment activities by Chinese residents, causing us increased administrative burdens and regulatory uncertainties, may limit or adversely affect our ability to complete any business combinations with our subsidiaries based in China;
	●	Our ability to comply with the United States Foreign Corrupt Practices Act which could subject us to penalties and other adverse consequences;
	●	The provisions of our articles of incorporation and by-laws that may delay or prevent a takeover may sometimes work against the best interests of our stockholders; and
	●	Our controlling stockholders may take actions that conflict with the interests of our stockholders.

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in this report, in Part I. Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the year ended December 31, 2014 and our other filings with the Securities and Exchange Commission. Other sections of this report include additional factors which could adversely impact our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

Unless otherwise set forth to the contrary, when used in this report the terms the “Company,” "we," "us," "ours," and similar terms refer to Armco Metals Holdings, Inc., a Nevada corporation, and our subsidiaries, In addition, “2014” refers to the year ended December 31, 2014, “2013” refers to the year ended December 31, 2013 and “2015” refers to the year ending December 31, 2015

The information which appears on our web site at www.armcometals.com is not part of this report.

All share and per share information in this report gives effect to the 1:10 reverse stock split of our common stock on January 9, 2015.

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

ARMCO METALS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	March 31, 2015		December 31, 2014
	(Unaudited)

ASSETS
CURRENT ASSETS:
Cash	$	177,840	$	1,884,887
Pledged deposits		10,565		498,615
Marketable securities		27,087		73,943
Accounts receivable, net		32,619,810		43,202,886
Inventories		10,614,121		9,154,463
Advance on purchases		6,718,859		1,093,402
Prepayments and other current assets		973,309		1,164,603

Total Current Assets		51,141,591		57,072,799
Property, plant and equipment, net		32,071,949		32,563,929
Land use rights, net		6,114,352		6,108,283
Deferred tax assets		938,424		279,563

Total Assets	$	90,266,316	$	96,024,574

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Loans payable	$	12,700,108	$	17,011,843
Banker's acceptance notes payable and letters of credit		1,778,467		1,767,790
Current maturities of capital lease obligation		-		720,819
Accounts payable		6,152,761		5,497,866
Advances received from Chairman and CEO		976,366		877,076
Due to related parties		534,940		717,703
Customer deposits		1,478,018		1,467,281
Corporate income tax payable		817,185		815,073
Value added tax and other taxes payable		4,906,614		5,747,470
Deferred tax liabilities		3,529,990		2,965,196
Accrued expenses and other current liabilities		2,839,214		3,850,095

Total Current Liabilities		35,713,663		41,438,212

Total Liabilities		35,713,663		41,438,212


STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding		-		-
Common stock, $0.001 par value, 200,000,000 shares authorized, 5,973,749 and 5,615,088 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively		5,974		5,615
Additional paid-in capital		46,476,490		45,968,908
Retained earnings		3,459,113		4,491,948
Accumulated other comprehensive income		4,611,076		4,119,891

Total Stockholders' Equity		54,552,653		54,586,362

Total Liabilities and Stockholders' Equity	$	90,266,316	$	96,024,574

See accompanying notes to the unaudited consolidated financial statements.

ARMCO METALS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	For the Three Months Ended March 31,

	2015			2014
	(Unaudited)			(Unaudited)

NET REVENUES	$	43,070,014		$	9,918,651

COST OF GOODS SOLD		46,960,716			11,082,455

GROSS PROFIT		(3,890,702	)		(1,163,804	)

OPERATING EXPENSES:
Selling expenses		9,537			100,855
Professional fees		77,204			214,454
General and administrative expenses		888,212			1,438,126
Operating cost of idle manufacturing facility		455,547			534,972

Total operating expenses		1,430,500			2,288,407

LOSS FROM OPERATIONS		(5,321,202	)		(3,452,211	)

OTHER (INCOME) EXPENSE:
Interest income		(95	)		(98,268	)
Interest expense		282,873			672,942
Investment loss		158,999			-
Change in fair value of derivative liabilities		15,427			(477,909	)
Loan guarantee expense		-			13,002
Gain on forgiveness of short-term debt		(4,074,448	)		-
Other (income) expense		(561,314	)		58,303

Total other (income) expense		(4,178,558	)		168,070

LOSS BEFORE INCOME TAX PROVISION		(1,142,644	)		(3,620,281	)

INCOME TAX BENEFIT		(109,809	)		-

NET LOSS		(1,032,835	)		(3,620,281	)

OTHER COMPREHENSIVE INCOME (LOSS):
Change in unrealized income (loss) on marketable securities		148,302			21,938
Foreign currency translation gain (loss)		342,883			(408,558	)

COMPREHENSIVE LOSS	$	(541,650	)	$	(4,006,901	)

NET LOSS PER COMMON SHARE - BASIC AND DILUTED:

Net loss per common share - basic and diluted	$	(0.18	)	$	(1.20	)


Weighted Average Common Shares Outstanding - basic and diluted		5,753,642			3,005,279

See accompanying notes to the unaudited consolidated financial statements.

ARMCO METALS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the Three Months Ended March 31, 2015

(Unaudited)

	Common Stock, $0.001 Par Value									Accumulated Other Comprehensive Income (Loss)
	Number of Shares		Amount		Additional Paid-in Capital		Retained Earnings			Change in Unrealized Loss on Marketable Securities			Foreign Currency Translation Gain		Total Stockholders' Equity

Balance, December 31, 2014		5,615,088	$	5,615	$	45,968,908	$	4,491,948		$	(429,142	)	$	4,549,033	$	54,586,362

Issuance of common shares for employees		179,215		179		251,170										251,349

Issuance of common shares for consulting services to All Bright for service of 14 months starting from April 1, 2014		12,500		13		14,237										14,250

Issuance of common shares for consulting services		24,167		24		27,526										27,550

Issuance of common stock in conversion of debt and accrued interest		142,779		143		103,924										104,067

Reclassification of derivative liabilities due to conversion of convertible notes						110,725										110,725

Net Loss								(1,032,835	)							(1,032,835	)

Change in unrealized gain on marketable securities											148,302					148,302

Foreign currency translation gain														342,883		342,883

Balance, March 31, 2015		5,973,749	$	5,974	$	46,476,490	$	3,459,113		$	(280,840	)	$	4,891,916	$	54,552,653

See accompanying notes to the unaudited consolidated financial statements.

ARMCO METALS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For Three Months Ended March 31,
	2015			2014
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,032,835	)		(3,620,281	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation expense		684,252			706,766
Amortization expense		17,962			30,782
Deferred income taxes		(109,810	)		-
Gain on forgiveness of capital lease obligation		(125,371	)		-
Gain on forgiveness of short-term debt		(4,074,448	)		-
Change in fair value of derivative liabilities		15,427			(477,909	)
Loss on sales of marketable securities		158,999			-
Amortization of debt discount		95,298			494,593
Stock based compensation		251,349			1,017,031
Stock issued for third-party services		41,800			-
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Changes in operating assets and liabilities:
Accounts receivable		10,781,952			8,777,149
Inventories		(1,397,929	)		3,526,376
Advance on purchases		(5,594,403	)		269,806
Prepayments and other current assets		220,917			(1,080,644	)
Banker's acceptance notes payable and letters of credit		-			(5,326,288	)
Accounts payable		655,231			(4,898,046	)
Customer deposits		1,866			501,493
Taxes payable		(894,388	)		(354,926	)
Accrued expenses and other current liabilities		(1,044,813	)		152,365

NET CASH USED IN OPERATING ACTIVITIES		(1,348,944	)		(281,733	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from release of pledged deposits		-			5,409,660
Payment made towards pledged deposits		-			(1,816,273	)
Cash received from sales of marketable securities		36,159			-

NET CASH PROVIDED BY INVESTING ACTIVITIES		36,159			3,593,387

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable		-			6,082,898
Repayment of loans payable		(221,624	)		(9,135,603	)
Repayment of capital lease obligation		(107,712	)		-
Advances from (repayment to) Chairman and CEO		103,756			77,918
Advances from (repayment to) related parties		(186,284	)		78

NET CASH USED IN FINANCING ACTIVITIES		(411,864	)		(2,974,709	)

EFFECT OF EXCHANGE RATE CHANGES ON CASH		17,602			66,802

NET CHANGE IN CASH		(1,707,047	)		403,747

Cash at beginning of the year		1,884,887			596,557

Cash at end of the period	$	177,840		$	1,000,304

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	62,298		$	175,553
Income taxes paid	$	-		$	-

NON CASH FINANCING AND INVESTING ACTIVITIES:
Debt discount due to convertible feature	$	95,298		$	1,901,282
Change in fair value of marketable security	$	148,302		$	21,938
Reclassification of derivative liability to additional paid-in capital	$	-		$	117,267
Reclassification of derivative liability from equity	$	110,725		$	-
Common shares issued for conversion of debt and accrued interest	$	104,067		$	384,627
Capital lease obligation settled with pledge deposit	$	488,934		$	-

See accompanying notes to the unaudited consolidated financial statements.

Armco Metals Holdings, Inc.

March 31, 2015 and 2014

Notes to the Consolidated Financial Statements

(Unaudited)

Note 1 – Organization and Operations

Armco Metals Holdings, Inc. (formerly China Armco Metals, Inc. and Cox Distributing, Inc.)

Armco Metals Holdings, Inc. (“Armco Metals Holdings” or the “Company”) was incorporated under the laws of the State of Nevada as Cox Distributing, Inc. on April 6, 2007. On June 27, 2008, the Company changed its name to China Armco Metals, Inc. (“Armco Metals”) upon the acquisition of Armco Metals International Limited (formerly “Armco & Metawise (H.K) Limited” or “Armco HK”) and Subsidiaries to better identify the Company with the business conducted, through its wholly owned subsidiaries in China, import, export and distribution of ferrous and nonferrous ores and metals, and processing and distribution of scrap steel. On July 3, 2013, the Company changed its name from “China Armco Metals, Inc.” to “Armco Metals Holdings, Inc.”.

Armco Metals International Limited (formerly Armco & Metawise (H.K) Limited) and Subsidiaries

Armco Metals International Limited (formerly Armco & Metawise (H.K) Limited)

Armco & Metawise (H.K) Limited was incorporated on July 13, 2001 under the laws of the Hong Kong Special Administrative Region (“HK SAR”) of the People’s Republic of China (“PRC”). Armco HK engages in the import, export and distribution of ferrous and non-ferrous ore and metals.

On March 22, 2011, Armco & Metawise (H.K) Limited amended its Memorandum and Articles of Association, and changed its name to Armco Metals International Limited (“Armco HK”).

Formation of Henan Armco and Metawise Trading Co., Ltd.

Henan Armco and Metawise Trading Co., Ltd. (“Henan”) was incorporated on June 6, 2002 in the City of Zhengzhou, Henan Province, PRC. Henan engages in the import, export and distribution of ferrous and non-ferrous ores and metals.

Formation of Armco (Lianyungang) Renewable Metals, Inc.

On January 9, 2007, Armco HK formed Armco (Lianyungang) Renewable Metals, Inc. (“Renewable Metals”), a wholly-owned foreign enterprise (“WOFE”) subsidiary in the City of Lianyungang, Jiangsu Province, PRC. Renewable Metals engages in the processing and distribution of scrap metal.

On December 1, 2008, Armco HK transferred its 100% equity interest in Renewable Metals to Armco Metals.

Merger of Henan with Renewable Metals, Companies under Common Control

On December 28, 2007, Armco HK entered into a Share Transfer Agreement with Renewable Metals, whereby Armco HK transferred to Renewable Metals all of its equity interest in Henan, a company under common control of Armco HK.

The acquisition of Henan has been recorded on the purchase method of accounting at historical amounts as Renewable Metals and Henan were under common control since June 2002. The consolidated financial statements have been presented as if the acquisition of Henan had occurred as of the first date of the first period presented.

Acquisition of Armco Metal International Limited and Subsidiaries (“Armco HK”) Recognized as a Reverse Acquisition

On June 27, 2008, the Company entered into and consummated a share purchase agreement (the “Share Purchase Agreement”) with Armco HK and Feng Gao, who owned 100% of the issued and outstanding shares of Armco HK. In connection with the consummation of the Share Purchase Agreement, (i) Stephen Cox surrendered 7,694,000 common shares, representing his controlling interest in the Company for cancellation and resigned as an officer and director; (ii) the Company purchased from the Armco HK Shareholder 100% of the issued and outstanding shares of Armco HK’s capital stock for $6,890,000 by delivery of the Company’s purchase money promissory note; (iii) issued to Ms. Gao (a) a stock option entitling Ms. Gao to purchase 5,300,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) with an exercise price of $1.30 per share expiring on December 31, 2008 and (b) a stock option entitling Ms. Gao to purchase 2,000,000 shares of the Company’s common stock with an exercise price of $5.00 per share expiring two (2) years from the date of issuance on June 27, 2010 (the “Gao Options”). On August 12, 2008, Ms. Gao exercised her option to purchase and the Company issued 5,300,000 shares of its common stock in exchange for the $6,890,000 note owed to Ms. Gao. The shares issued represented approximately 69.7% of the issued and outstanding common stock immediately after the consummation of the Share Purchase and exercise of the option to purchase 5,300,000 shares of the Company’s common stock at $13.0 per share.

As a result of the controlling financial interest of the former stockholder of Armco HK, for financial statement reporting purposes, the merger between the Company and Armco HK has been treated as a reverse acquisition with Armco HK deemed the accounting acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with section 805-10-55 of the FASB Accounting Standards Codification. The reverse acquisition is deemed a capital transaction and the net assets of Armco HK (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of Armco HK which are recorded at their historical cost. The equity of the Company is the historical equity of Armco HK retroactively restated to reflect the number of shares issued by the Company in the transaction.

Formation of Armco (Lianyungang) Holdings, Inc.

On June 4, 2009, the Company formed Armco (Lianyungang) Holdings, Inc. (“Lianyungang Armco”), a WOFE subsidiary in the City of Lianyungang, Jiangsu Province, PRC. Lianyungang Armco intends to engage in marketing and distribution of the recycled scrap steel.

Formation of Armco Metals (Shanghai) Holdings, Ltd.

On July 16, 2010, the Company formed Armco Metals (Shanghai) Holdings. Ltd. (“Armco Shanghai”) as a WOFE subsidiary in Shanghai, China. Armco Shanghai serves as the headquarters for the Company’s China operations and oversees the activities of the Company in financing and international trading.

Note 2 - Significant and Critical Accounting Policies and Practices

Basis of Presentation - Unaudited Interim Financial Information

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2014 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2015.

Principles of Consolidation

The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.

The Company's consolidated subsidiaries and/or entities as of March 31, 2015 are as follows:

Name of consolidated subsidiary or entity	State or other jurisdiction of incorporation or organization	Date of incorporation or formation (date of acquisition, if applicable)	Attributable interest

Armco Metal International Limited (“Armco HK”)	Hong Kong SAR	July 13, 2001	100%

Henan Armco and Metawise Trading Co., Ltd. (“Henan Armco”)	PRC	June 6, 2002	100%

Armco (Lianyungang) Renewable Metals, Inc. (“Renewable Metals”)	PRC	January 9, 2007	100%

Armco (Lianyungang) Holdings, Inc. (“Lianyungang Armco”)	PRC	June 4, 2009	100%

Armco Metals (Shanghai) Holdings. Ltd. (“Armco Shanghai”)	PRC	July 16, 2010	100%

The consolidated financial statements include all accounts of the Company and the consolidated subsidiaries and/or entities as of reporting period ending dates(s) and for the reporting period(s) then ended.

All inter-company balances and transactions have been eliminated.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, pledged deposits, accounts receivable, advance on purchases, prepayments and other current assets, accounts payable, customer deposits, corporate income/VAT tax payable, accrued expenses and other current liabilities approximate their fair values because of the short maturity of these instruments.

The Company’s loans payable, banker’s acceptance notes payable, and capital lease obligation approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at March 31, 2015 and December 31, 2014.

The Company’s Level 3 financial liabilities consist of convertible notes with embedded conversion feature issued in September 2013, November 2013, and January through March 2014, for which there are no current market for these securities such that the determination of fair value requires significant judgment or estimation. The Company valued the automatic conditional conversion, re-pricing/down-round, change of control; default and follow-on offering provisions using a lattice model, with the assistance of a valuation specialist, for which management understands the methodologies. These models incorporate transaction details such as Company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of the date of issuance and each balance sheet date.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not, however, practical to determine the fair value of advances from significant stockholder and lease arrangement with the significant stockholder, if any, due to their related party nature.

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

Level 1 Financial Assets – Marketable Securities

The Company uses Level 1 of the fair value hierarchy to measure the fair value of the marketable securities and marks the available for sale marketable securities at fair value in the statement of financial position at each balance sheet date and reports the unrealized holding gains and losses for available-for-sale securities in other comprehensive income (loss) until realized provided the unrealized holding gains and losses is temporary. If the fair value of an investment is less than its cost basis at the balance sheet date of the reporting period for which impairment is assessed, and it is determined that the impairment is other than temporary, then an impairment loss is recognized in earnings equal to the entire difference between the investment’s cost and its fair value at the balance sheet date of the reporting period.

Level 3 Financial Liabilities – Derivative Liabilities

The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative liabilities at every reporting period and recognizes gains or losses in the consolidated statements of operations and comprehensive income (loss) that are attributable to the change in the fair value of the derivative liabilities.

The following table sets forth by level within the fair value hierarchy the Company's financial assets and liabilities that were accounted for at fair value as of March 31, 2015, and December 31, 2014:

Recurring Fair Value Measures	Level 1		Level 2		Level 3		Total
March 31, 2015
Derivative liability		-		-	$	-	$	-
Available-for-sale securities	$	27,087		-		-	$	27,087
December 31, 2014
Derivative liability		-		-	$	-	$	-
Available-for-sale securities	$	73,943		-		-	$	73,943

Fair Value of Non-Financial Assets or Liabilities Measured on a Recurring Basis

The Company’s non-financial assets include inventories. The Company identifies potentially excess and slow-moving inventories by evaluating turn rates, inventory levels and other factors. Excess quantities are identified through evaluation of inventory aging, review of inventory turns and historical sales experiences. The Company provides lower of cost or market reserves for such identified excess and slow-moving inventories. The Company establishes a reserve for inventory shrinkage, if any, based on the historical results of physical inventory cycle counts.

Foreign Currency Translation

The financial records of the Company's Chinese operating subsidiaries are maintained in their local currency, the Renminbi (“RMB”), which is the functional currency. Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the consolidated financial statements. Foreign currency translation gain (loss) resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated other comprehensive income in the consolidated statement of stockholders’ equity.

RMB is not a fully convertible currency. All foreign exchange transactions involving RMB must take place either through the People’s Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange. The exchange rate adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC. Commencing July 21, 2005, China adopted a managed floating exchange rate regime based on market demand and supply with reference to a basket of currencies. The exchange rate of the US dollar against the RMB was adjusted from approximately RMB 8.28 per U.S. dollar to approximately RMB 8.11 per U.S. dollar on July 21, 2005. Since then, the PBOC administers and regulates the exchange rate of the U.S. dollar against the RMB taking into account demand and supply of RMB, as well as domestic and foreign economic and financial conditions.

Unless otherwise noted, the rate presented below per U.S. $1.00 was the bid of the interbank rate as quoted by OANDA Corporation (www.oanda.com) contained in its consolidated financial statements. Management believes that the difference between RMB vs. U.S. dollar exchange rate quoted by the PBOC and RMB vs. U.S. dollar exchange rate reported by OANDA Corporation were immaterial. Translations do not imply that the RMB amounts actually represent, or have been or could be converted into, equivalent amounts in U.S. dollars. Translation of amounts from RMB into U.S. dollars has been made at the following exchange rates for the respective periods:

	March 31, 2015		December 31, 2014		March 31, 2014

Balance sheets		6.1091		6.1460		6.1632

Statements of operations and comprehensive income (loss)		6.1358		6.1457		6.1178

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options, warrants and non-vested shares.

For the periods presented, the computation of diluted loss per share equaled basic loss per share as the inclusion of any dilutive instruments would have had an antidilutive effect on the earnings per share calculation in the periods presented.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassification had no impact on net earnings and financial position

Note 3 – Pledged Deposits

Pledged deposits consist of cash held in financial institutions for (a) outstanding letters of credit and (b) capital lease obligation.

Pledged deposits consisted of the following:

	March 31,		December 31,
	2015		2014

Deposit for letters of credit	$	10,565	$	10,492

Deposit for capital lease obligation		-		488,123

	$	10,565	$	498,615

Note 4 – Marketable Equity Securities, Available for Sale

As of March 31, 2015, the Company’s available for sale marketable securities were marked to market to its fair value of $27,087 and reported a $148,302 change in unrealized gain on marketable securities for the three months ended March 31, 2015 as other comprehensive income (loss) in its Stockholders’ Equity.

The Company sold 5,543,614 shares during the three months ended March 31, 2015 for $36,159, with a realized loss on sales of $158,999.

The table below provides a summary of the changes in the fair value of marketable securities, available for sale measured at fair value on a recurring basis using Level 1 of the fair value hierarchy to measure the fair value.

Fair Value Measurement Using Level 1 Inputs
	Original cost			Impairment- other than Temporary			Accumulated Foreign Currency Transaction- Gain		Other Comprehensive Income (loss)- Change in Unrealized gain (loss)			Fair Value
Balance as of December 31, 2014	$	2,686,102		$	(2,366,941	)	$	183,924	$	(429,142	)	$	73,943
Sales of the securities		(195,158	)										(195,158	)
Total gain (realized/unrealized) included in:
Other comprehensive income: Changes in unrealized gain										148,302			148,302
Balance as of March 31, 2015	$	2,490,944		$	(2,366,941	)	$	183,924	$	(280,840	)	$	27,087

Note 5 – Accounts Receivable

Accounts receivable consisted of the following:

	March 31,			December 31,
	2015			2014
Accounts receivable	$	32,626,141		$	43,257,621
Allowance for doubtful accounts		(6,331	)		(54,735	)
	$	32,619,810		$	43,202,886

Note 6 – Inventories

Inventories consisted of the following:

	March 31,			December 31,
	2015			2014
Raw materials - Scrap metal	$	5,665,819		$	2,602,983
Finished goods - processed scrap metal		7,534,384			7,684,154
Purchased merchandise for resale		661,261			697,217
Write-down of inventories		(3,247,343	)		(1,829,891	)
	$	10,614,121		$	9,154,463

Renewable Metals raw materials and finished goods are collateralized for loans from the Bank of Communications Limited Lianyungang Branch. Raw materials consisted of scrap metals to be processed and finished goods were comprised of all of the processed scrap metal at Renewable Metals. Due to the short duration time for the processing of its scrap metal, there was no material work-in-process inventory at March 31, 2015 or December 31, 2014.

Slow-Moving or Obsolescence Markdowns

The Company recorded no inventory obsolescence adjustments for the three months ended March 31, 2015 and 2014.

Lower of Cost or Market Adjustments

There were $1,400,279 and $390,173 of lower of cost or market adjustments for the three months ended March 31, 2015 and 2014, respectively.

Note 7 – Loans and Convertible Notes Payable

Loans payable consisted of the following:

	March 31,		December 31,
	2015		2014
Bank loans – secured (i)	$	2,500,663	$	2,485,649
Third party loans (ii)		10,120,945		14,347,694
Convertible notes payable (iii)		78,500		178,500
	$	12,700,108	$	17,011,843

(i) Bank loans

The Company obtained those short term loans from Shanghai Pudong Development Bank and Guanhutun Credit Union, respectively. Interest rates for the loans ranged from 2.47% to 11.59% per annum. The maturity dates of the loans ranged from March 16, 2016 to April 6, 2016.

Corporate or personal guarantees were provided for the bank loans as follows:

$163,690 loans from Guanhutun Credit Union, collateralized by Henan Armco’s building and leasehold improvement

$2,336,973 loans from Shanghai Pudong Development Bank, collateralized by Renewable Metals inventories and guaranteed by the Company’s Chairman and Chief Executive Officer

(ii) Third party loans

Among third party loans, $518,669 bears no interest and $9,602,276 bears interest rates ranging from 6.0% to 8.0% per annum. The maturity dates of the loans ranged from July 20, 2015 to December 31, 2015.

Collateralization of Property, Plant and Equipment and Land Use Rights

Both Renewable Metals and Lianyungang Armco’s property, plant and equipment and land use rights representing all of the Company’s land use rights were collateralized for bank loans of RMB 50,000,000 (approximately $8,135,373) with the Bank of China Lianyungang Branch. On December 25, 2014, China Orient Asset Management Corporation, an organization authorized by the People’s Bank of China to dispose of bad assets from banks, mainly from Bank of China, transferred the loan to Lianyungang Chaoyang Investment Construction Development Co., Ltd, and the related collateral was released as of December 31, 2014.

On March 6, 2015, Chaoyang Investing & Construction Company agreed to waive 50% of the loan (RMB 25,000,000, approximately $4,060,617) for the Company in order to attract future investment from the Company. The interest (RMB 3,141,048, approximately $511,097) of the loan for the year ended December 31, 2014 was not waived but won’t bear any further interest. The interest rate of the rest loan (RMB 25,000,000, approximately $4,092,256) is 6.42%,Till April 2015, Armco should make repayment no less than RMB 5,000,000 (approximately $818,451) and from May 2015, the Company should make monthly repayment no less than RMB 2,500,000 (approximately $409,226). All the loan and interest should be paid off by December 31, 2015.

(iii) Convertible notes payable

On March 3, 2015, Magna Equities II LLC converted its outstanding balance of $100,000 principal of the convertible note and its accrued interest of $4,067 into 142,779 shares with the conversation rate of $0.72887/share. See Note 11 for derivative analysis on the convertible note.

As of March 31, 2015, the convertible note principal balance was $78,500, with the interest rate of 8% per annum. The maturity date is July 31, 2015. The convertible note is convertible after 180 days from the issuance date at the option of the holder into shares of the Company’s common stock, at 63% of the average of the lowest three trading prices for the common stock during the ten trading day period prior to conversion. As of March 31, 2015, the $87,500 note is not convertible yet.

Note 8 – Banker’s Acceptance Notes Payable and Letters of Credit

Banker’s acceptance notes payable consisted of the following:

	March 31,		December 31,
	2015		2014

Renewable Metals
Letters of credit maturing on August 2, 2015	$	1,778,467	$	1,767,790
	$	1,778,467	$	1,767,790

Note 9 – Related Party Transactions

The related parties consist of the following:

Kexuan Yao (“Mr. Yao”)	The Company’s Chairman, Chief Executive Officer and principal stockholder
Keli Yao	Kexuan Yao’s brother
Yi Chu	Kexuan Yao’s wife

Advances from Chairman and CEO

From time to time, the Mr. Yao advances funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. As of March 31, 2015 and December 31, 2014, the advance balance was $976,366 and $877,076, respectively.

Operating Lease from Chairman and CEO

On January 1, 2006, Henan entered into a non-cancellable operating lease for its 176.37 square meters commercial office space in the City of Zhengzhou, Henan Province, PRC from Mr. Yao for RMB 10,000 per month. The lease expired on December 31, 2008 and has been extended through December 31, 2015. Rental expense incurred for three months ended March 31, 2015 and March 31, 2014 were RMB 30,000(approximately $4,889) and RMB 30,000 (approximately $4,868), respectively.

Due to Other Related Parties

Due to other related parties consists of the following:

	March 31,		December 31,
	2015		2014
Keli Yao	$	-	$	-
Yi Chu		534,940		717,703

Total	$	534,940	$	717,703

The balance of $534,940 due to related parties represents the loan owed to the related parties, which is interest free, unsecured and repayable on demand.

Note 10 – Capital Lease Obligation

Capital lease obligation consisted of the following:

	March 31,		December 31,
	2015		2014
Total capital lease obligation	$	-	$	720,819
Less current maturities		-		(720,819	)
Total Capital lease obligation, net of current maturities	$	-	$	-

On December 12, 2011, the Company entered into a leasing agreement with China Financial Leasing Co., Ltd. for a term of three years and an interest rate of 11.0% per annum, payable quarterly in arrears. The lease agreement is collateralized by certain of Renewable Metals' machinery and equipment. The leasing agreement was amended on September 15, 2012 to change the interest rate to 10.17% per annum. The capital lease obligation obtained by the Company is RMB 37,500,000 (approximately $5,935,517) and the Company is required to maintain a security deposit of RMB 3,000,000 (approximately $488,122). The leasing agreement expired on December 15, 2014. There was no extra interest charged on the overdue capital lease obligation of $560,988. On March 31, 2015, China Financial Leasing Co., Ltd. agreed to use the deposit of RMB 3,000,000 to settle the overdue capital lease obligation. As a result, a gain of $89,397 was recognized as other income by the Company.

On November 18, 2010, the Company entered into a leasing agreement with Jiangsu Financial Leasing Co., Ltd. for a term of three years and an interest rate of 11.8% per annum, payable monthly in arrears. The lease agreement is collateralized by certain of Renewable Metals' machinery and equipment. The leasing agreement was amended on September 17, 2013 to change the lease term to 46 months and the monthly payment was adjusted. The capital lease obligation obtained by the Company is RMB 15,000,000 (approximately $2,261,284). The leasing agreement expired on September 23, 2014. There was no extra interest charged on the overdue capital lease obligation of $159,831. On March 23, 2015, the Company paid an additional RMB 800,000 (approximately $130,826). On March 29, 2015, Jiangsu Financial Leasing Co., Ltd. agreed to waive the remaining overdue capital lease obligation of $35,974, which was recognized as other income by the Company.

Note 11 – Derivative Instruments and the Fair Value of Financial Instruments

(i)

Warrants Issued in April 2010 (“2010 Warrants)

As of March 31, 2015, 2010 warrants to purchase 161,539 shares of the Company’s common stock remain outstanding. Since the Magna note bears derivative feature, as discussed below, the warrants were tainted under ASC 815-15 “Derivatives and Hedging”. The tainting terminated upon full conversion of the Magna note. As of March 31, 2015, there was no derivative liability associated with the warrants.

The table below summarizes the Company’s 2010 warrant activities through March 31, 2015:

	Number of Warrant Shares			Exercise Price Range Per Share		Weighted Average Exercise Price		Fair Value at Date of Issuance		Aggregate Intrinsic Value
Balance, December 31, 2014		161,539		$	75	$	75	$	-	$	-
Granted		-			-		-		-		-
Canceled for cashless exercise		(-	)		-		-		-		-
Exercised (Cashless)		(-	)		-		-		-		-
Exercised		(-	)		-		-		-		-
Expired		(-	)		-		-		-		-
Balance, March 31, 2015		161,539		$	75	$	75	$	-	$	-
Earned and exercisable, March 31, 2015		161,539		$	75	$	75	$	-	$	-
Unvested, March 31, 2015		-		$	-	$	-	$	-	$	-

The following table summarizes information concerning outstanding and exercisable 2010 warrants as of March 31, 2015:

		Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices		Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$	75		161,539		0.06	$	75		161,539		0.06	$	75
$	75		161,539		0.06	$	75		151,539		0.06	$	75

(ii)

Convertible Note

On August 27, 2014, the Company issued a convertible note which is convertible after 180 days from the issuance date at 58% of the average of the three lowest daily trading price of the Company’s common stock of any of the ten consecutive trading days and including the trading day immediately preceding conversion, in the amount of $100,000. On February 23, 2015, the note became convertible. On March 3, 2015, the Company received a conversation notice from its convertible notes holder, Magna Equities II LLC, to convert $100,000 plus interest of $4,067 of the note into 142,779 shares of the Company’s common stock, at a conversation price of $0.72887/share.

The Company analyzed the conversion option of the convertible debt. The Company considered derivative accounting under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be classified as a liability due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion option. The embedded conversion feature was measured at fair value at the date of inception and at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings.

The fair value of the instruments was determined by using Black-Scholes option-pricing model based on the following assumptions: dividend yield of 0%, volatility of 135% - 138%, risk free rate of 0.08%, and an expected term of 0.49 - 0.51 year.

The following table summarizes the change of fair value of the derivative debt liabilities.

Balance at December 31, 2014	$	-
To record derivative liabilities as debt discount		95,298
Change in fair value of derivative liabilities		15,427
Settlement of derivative liability due to conversion of related notes		(110,725	)
Balance at March 31, 2015	$	-

On March 3, 2015, the debt discount of $95,298 was fully amortized as the note was converted to equity.

Note 12 – Commitments and Contingencies

Litigation

The Company and its directors are a party to a lawsuit filed on March 29, 2013 by Albert Perron, derivatively on behalf of the Company, in the District Court for Clark County, Nevada (Case No. A-13-679151-C), which seeks a declaratory judgment, rescission, unspecified damages, equitable and injunctive relief, and attorney's fees. The Plaintiff's complaint alleges that the directors breached their fiduciary duties to the Company by exceeding their authority under the Company's Amended and Restated 2009 Stock Incentive Plan (the “Plan”), as further amended, by issuing shares to Mr. Kexuan Yao (“Mr. Yao”) under the February 2012 employment agreement (“Employment Agreement”) that exceeded the amount allowed under the Plan. William Thomson (“Mr. Thomson”), Mr. Yao, Jimping (K.P.) Chan (“Mr. Chan”), Tao Pang (“Mr. Pang”) and Weiping Shen (“Mr. Shen”) (The “Director Defendants”) have filed an answer to this lawsuit in which they have denied the claims being made. The Company and Director Defendants' position is that the shares at issue in this matter were granted to Mr. Yao in accordance with the Plan. Mr. Thomson and Mr. Yao moved for summary judgment (“Defendants' MSJ”) on the Plaintiff's meritless claims on July 18, 2014. Mr. Chan, Mr. Pang, and Mr. Shen joined Defendant' MSJ on August 20, 2014.Plaintiff filed his own Motion for Summary Judgment (“Plaintiff's MSJ) on August 18, 2014, and his response in opposition to Defendants' MSJ on August 22, 2014. A hearing on Defendants' MSJ and Plaintiff's MSJ was held on September 18 2014, wherein the Court denied Plaintiff's MSJ and granted Defendant's MSJ in part holding that the Employment Agreement with Mr. Yao did not violate the terms of the Plan. However, in denying Defendants' MSJ in part, the Court, Sua sponte, found that an issue of material fact remained as to whether the Company's board approved each issuance subsequent to 2012 in accordance with the vesting dates contained the Employment Agreement to ensure that Mr. Yao did not receive an excess of shares in any one (1) year period in violation of the Plan. On October 29, 2014, the Director Defendants filed a Motion for Reconsideration of Partial Denial of Motion for Summary Judgment. The Company joined the Motion for Reconsideration of Partial Denial of Motion for Summary Judgment on October 30, 2014. On or about November 5, 2014, Plaintiff filed Plaintiff's Motion for Reconsideration, essentially rearguing Plaintiff's MSJ. The Court held a hearing on both motions for reconsideration on December 19, 2014, and denies both motions. The Directors Defendants plan to conduct one more deposition, aimed at addressing the Court's remaining concerns, and then move for summary judgment again after that deposition. The Company and Director Defendants continue to believe that Plaintiff's claims have no merit and will continue to defend this case vigorously.

Uncommitted Trade Credit Facilities

The Company entered into uncommitted trade credit facilities with certain financial institutions. Substantially all of the uncommitted trade credit facilities were guaranteed by Mr. Yao.

The uncommitted trade credit facilities at March 31, 2015 were as follows

	Date of Expiration	Total Facilities		Facilities Used		Facilities Available
Armco HK
RZB Bank (i)	July 31, 2015	$	7,000,000	$	-	$	7,000,000


DBS (Hong Kong) Limited (ii)	October 9, 2015		20,000,000		-		20,000,000

Sub-total - Armco HK			27,000,000		-		27,000,000

Henan Armco

Bank of China (iii)	May 23, 2014		4,910,947		4,910,947		-

China CITIC Bank (iv)	June 19, 2015		6,547,609		-		6,547,609

ICBC (v)	August 29, 2015		3,273,805		-		3,273,805

Guangdong Development Bank Zhengzhou Branch (vi)	May 15, 2015		15,714,262		-		15,714,262

Sub-total – Henan Armco			30,446,623		4,910,947		25,535,676

Renewable Metals

Bank of China Lianyungang Branch (vii)	December 27, 2015		8,184,512		-		8,184,512

Shanghai Pudong Development Bank (viii)	April 9, 2015		2,455,353		2,336,973		118,380

Bank of Communications Lianyungang Branch (x)	August 2, 2015		11,785,697		1,778,467		10,007,230

Sub-total – Renewable Metals			22,425,562		4,115,440		18,310,122

		$	79,872,185	$	9,026,387	$	70,845,798

(i)

On October 10, 2014, Armco HK extended the Banking Facilities Agreement with DBS Bank (Hong Kong) Limited (originally entered on December 21,2011) of $20,000,000 for issuance of commercial letters of credit in connection with the Company’s purchase of metal ore. The Company pays interest at LIBOR or DBS Bank’s cost of funds plus 2.50% per annum on issued letters of credit in addition to an export bill collection commission equal to 12.5% of the first $50,000 and 6.25% of the balance and an opening commission of 25% on the first $50,000 and 6.25% of the balance for each issuance. Amounts advanced under this facility are repaid from the proceeds of the sale of metal ore. The lender may terminate the facility at anytime at its sole discretion. The facility is secured by the charge on cash deposit of the borrower, the borrower’s restricted pledged deposit in the minimum amount of 3% of the letter of credit amount, the Company’s letter of comfort and the guarantee of Mr. Yao. On March 12, 2014, Amrco HK entered into a Banking Facilities Agreement with RZB bank of $7, 000, 000 for issuance of commercial letters of credit in connection with the Company’s purchase of metal ore, expiring July 31, 2015. The Company pays interest Bank's Cost of Funds plus 200 base point (2%) per annum.

(ii)

On March 12, 2014, Armco HK entered into Amendment No. 5 to the March 25, 2009 uncommitted Trade Finance Facility with RZB Austria Finance (Hong Kong) Limited. The amendment indicates that the total facilities amount shall be decreased from $15,000,000 to $7,000,000. The Company pays interest at 200 basis points per annum plus the lender’s cost of funds per annum on issued letters of credit in addition to fees upon issuance of the letter of credit of 6.25% for issuance commissions, negotiation commissions, commission-in-lieu and collection commissions. Amounts advanced under this facility are repaid from the proceeds of the sale of metal ore. The lender may, however, terminate the facility at any time or at its sole discretion upon the occurrence of any event which causes a material market disruption in respect of unusual movement in the level of funding costs to the lender or the unusual loss of liquidity in the funding market. The lender has sole discretion to decide wheher or not such event has occured. The facility is secured by restricted cash deposits held by the lender, the personal guarantee of Mr. Yao, the Company's guarantee, and a security interest in the contract for the purchase of the ore for which the letter of credit has been issued and the contract for sale of the ore.

(iii)

On June 8, 2013, Henan Armco obtained a RMB 30,000,000 (approximately $4.8 million) line of credit from Bank of China for issuance of letters of credit to finance the purchase of metal ore and scrap metal expiring May 23, 2014. The facility is secured by the guarantee provided by Renewable Metals and the pledge of movable assets provided by the borrower. Amounts advanced under this line of credit are repaid from the proceeds of the sale of metal ore. Since the accounts of Bank of China were closed on November 23, 2014, the line of credit from this bank was terminated.

(iv)

On June 19, 2013, Henan Armco obtained a RMB 40,000,000 (approximately $6.5 million) line of credit from China Citic Bank, Zhengzhou Branch, for issuance of letters of credit to finance the purchase of metal ore and scrap metal expiring two (2) years from the date of issuance. The facility is guaranteed by Renewable Metals and Mr. Yao, the Company’s Chairman and Chief Executive Officer.

(v)

On September 10, 2013, Henan Armco obtained a RMB 20,000,000 (approximately $3.2 million) line of credit from ICBC, for issuance of letters of credit to finance the purchase of metal ore and scrap metal expiring one (1) year from the date of issuance. The facility is guaranteed by Renewable Metals and Mr. Yao.

(vi)

On May 16, 2014, Henan Armco obtained a RMB 96,000,000 (approximately $15.7 million) line of credit from Guangdong Development Bank Zhengzhou Branch for issuance of letters of credit to finance the purchase of metal ore. The Company pays interest at 120% of the applicable base rate for lending published by the People’s Bank of China (“PBC”) at the time the loan is made on issued letters of credit. The facility is secured by the guarantee provided by Mr. Yao and Renewable Metals jointly and the pledge of movable assets provided by the borrower. Amounts advanced under this line of credit are repaid from the proceeds of the sale of metal ore.

(vii)

On March 15, 2013, Renewable Metals entered into a line of credit facility in the amount of RMB50,000,000 (approximately $8.2 million) from Bank of China, Lianyungang Branch for the purchase of raw materials. The facility is expiring December 27, 2015 with interest at 7.872% per annum. The facility is secured by Renewable metals properties, machinery and equipment and land use rights, and guaranteed by Mr. Yao, Ms. Yi Chu, and Henan Armco, respectively.

(viii)

On September 10, 2013, Renewable Metals entered into a line of credit facility in the amount of RMB 15,000,000 (approximately $2.4 million) from Shanghai Pudong Development Bank for the purchase of raw materials. The term of the facility is 12 months with interest at 120% of the applicable base rate for lending published by the People’s Bank of China (“PBOC”) at the time the loan is drawn down per annum. The facility is secured by Armco machinery’s land use right and guarantees provided by Mr. Yao and Ms. Yi Chu.

(ix)

On July 5, 2011, Renewable Metals obtained a RMB 72,000,000 (approximately $11.7 million) line of credit from Bank of Communications, Lianyungang Branch expiring expiring August 2, 2015. The letters of credit require Renewable Metals to pledge cash deposit equal to 20% of the letter of credit for letters of credit at sight, or 30% for other domestic letters of credit and for extended domestic letters of credit, the collateral of inventory equal to 166% of the letter of credit. The facility is secured by Renewable Metals inventories and guarantee provided by Mr. Yao.

Employment with the Chairman and CEO

On March 19, 2015, the Company entered into a new employment agreement (the "Employment Agreement") with Mr. Yao for the period of January 1, 2015 to December 31, 2015. Pursuant to the Employment Agreement, Mr. Yao is entitled to, among other, the following compensation and benefits:

Base Salary. The Company shall pay the Executive a salary of $250,000 per annum.

Bonus. The Executive shall be entitled to an annual cash bonus in an amount equal to 50% of the Executive’s Base Salary for such year. Any such bonus shall be payable no later 2.5 months following the year with respect to which the Base Salary is payable. During the employment term, the Compensation Committee has the discretion to grant the Executive additional bonus at its sole discretion.

Restricted Shares: The Executive received a restricted stock grant of 60,000 shares of common stocks under the Company’s Amended and Restated 2009 Stock Incentive Plan, as Amended, vesting in four equal quarterly installment beginning on April 1, 2015.

Eligibility to participate in the Company’s benefits plans that are generally provided for executive employees.

Paid Vacation: The Executive will have paid vacation of at least less than 25 business days per year, to be accredited accordance with the ordinary policies.

Expenses Reimbursement: The Company agreed to pay or reimburse the Executive for any expenses, including reasonable attorney’s fees and expenses, actually incurred (and, in the case of reimbursement, paid) by him, up to a maximum of $10,000, in connection with : (i) obtaining the proper work permits and/or visa and/or United States Permanent Resident Card necessary for the Executive to provide services in the United States, and (ii) the preparation of his spouse’s (if applicable) United States income tax returns as required by law; and

Life Insurance Benefit Premium payment: The Company agrees to reimburse the Executive the amount of the premium paid by him on a term life policy for benefit of his and his designated beneficiaries with a death benefit of $2 million.

Operating Leases

(i)

Operating Lease - Office Space

On July 1, 2014, Armco Shanghai entered into a non-cancelable operating lease for office space that expires on July 31, 2016. The annual lease payment is RMB 674,933 (approximately $109,822).

On April 13, 2015, Armco Metals Holding entered into a lease agreement for the lease of its principal executive offices that expires in April 2018. The base monthly rental of $1,629.85 for the first year will increase 4% each year. The company is also responsible for its proportionate share of the building's monthly operating expenses which are presently estimated at $660.75 per month.

Note 13 – Stockholders’ Equity

Issuance of Common Stock to Parties Other Than Employees for Acquiring Goods or Services

Legal Services Agreement – All Bright Law Offices

On April 7, 2014, the Company entered into a Legal Services Agreement (“Legal Agreement”) with All Bright Law Office. Pursuant to the Legal Agreement, All Bright agreed to provide Chinese-law related legal counsel services from April 1, 2013 to March 31, 2015 in exchange for 50,000 shares of common stock of the Company. These shares are earned ratably over the term of the agreement and the unearned shares are forfeitable in the event of nonperformance by the All Bright.

Shares Earned during the three months ending March 31, 2015

12,500 common shares earned for the quarter ended March 31, 2105 were valued at $1.14 per share, which was the market price on quarter end date, or $14,250, which was recorded as legal expenses.

Consulting Services Agreement – Shanghai Heqi Investment Center

On January 13, 2015, the Company entered into a Consulting Services Agreement (“Consulting Agreement”) with Shanghai Heqi Investment Center (Limited Partner) ("Heqi"), a China based company. Pursuant to the Consulting Agreement, Heqi agreed to provide consulting services from February 1, 2015 to January 31, 2016 in exchange for 150,000 shares of common stock of the Company. These shares are earned ratably over the term of the agreement and the unearned shares are forfeitable in the event of nonperformance by Heqi.

Shares Earned during the three months ending March 31, 2015

24,167 common shares earned for the quarter ended March 31, 2105 were valued at $1.14 per share, which was the market price on quarter end date, or $27,550, which was recorded as consulting expenses.

2009 Stock Incentive Plan as Amended

2014 Amendment to the 2009 Stock Incentive Plan

At the 2014 Annual Meeting of Stockholders (the “2014 Annual Meeting”) of the Company held on November 17, 2014, the Company’s stockholders approved an amendment and restatement of the Company’s 2009 Stock Incentive Plan to increase the number of shares of the Company’s common stock available for issuance hereunder by 300,000 shares to 1,120,000 shares of the Company’s common stock.

Shares Awarded during 2015

During the three months ended March 31, 2015, the Company granted 164,215 shares of its common stock to its employees and directors for the first quarter of their 2015 service of approximately $232,599, in lieu of cash, which were recorded as compensation expense for the quarter ended March 31, 2015.

On March 19, 2015, the Company granted 60,000 shares of its common stock to its Chairman and CEO Kexuan Yao for part of his compensation for the period of January 1, 2015 to December 31, 2015, vesting in four equal quarterly installment beginning on April 1, 2015, which 15,000 shares is vested and record as compensation expense at amount of $18,750 for the quarter ended March 31, 2015.

Summary of the Company’s Amended and Restated 2009 Stock Incentive Plan Activities

The table below summarizes the Company’s Amended and Restated 2009 Stock Incentive Plan activities:

	Number of			Fair Value at
	Shares or Options			Date of Grant


Balance, December 31, 2013		561,841		$	3,277,207

Options – granted		-			-

Options – canceled		-			-

Shares – granted		233,621			840,805

Shares – canceled		(-	)		(-	)

Balance, December 31, 2014		795,462		$	4,118,012

Vested, December 31, 2014		795,462			4,118,012

Unvested, December 31, 2014		-		$	-
Options – granted		-			-

Options – canceled		-			-

Shares – granted		224,215			307,599

Shares – canceled		(-	)		(-	)

Balance, March 31, 2015		1,019,677		$	4,425,611
Vested, March 31, 2015		974,677			4,369,361

Unvested, March 31, 2015		45,000		$	56,250

As of March 31, 2015, there were 100,323 shares of common stock remaining available for issuance under the Amended and Restated 2009 Stock Incentive Plan.

Note 14 – Income Taxes

Armco Metals Holdings is a non-operating holding company. Armco HK, the Company’s Hong Kong Subsidiary is subject to Hong Kong SAR income taxes. Henan Armco, Renewable Metals, Lianyungang Armco and Armco Shanghai, the Company’s PRC subsidiaries are subject to PRC income taxes, file income tax returns under the Income Tax Law of the People’s Republic of China concerning Foreign Investment Enterprises and Foreign Enterprises and local income tax laws (the “PRC Income Tax Law”) accordingly. Henan Armco, Renewable Metals, Lianyungang Armco and Armco Shanghai derive substantially all of their income (loss) before income taxed and related tax expenses from PRC sources.

United States Income Tax

Armco Metals Holdings is incorporated in the State of Nevada and is subjected to United Sates of America tax law.

No provision for U.S. federal and state incomes taxes has been made in our consolidated financial statements for those non-U.S. subsidiaries whose earnings are considered to be reinvested. A distribution of these non-U.S. earnings in the form of dividends, or otherwise, would subject the Company to both U.S. federal and state income taxes, as adjusted for non-U.S. tax credits, and withholding taxes payable to the various non-U.S. countries. Determination of the amount of any unrecognized deferred income tax liability on these undistributed earnings is not practicable.

Hong Kong SAR Income Tax

Armco HK is registered and operates in the Hong Kong Special Administrative Region (“HK SAR”) of the People’s Republic of China (“PRC”) and is subject to HK SAR tax law. Armco HK’s statutory income tax rate is 16.5%.

PRC Income Tax

Henan Armco, Renewable Metals, Lianyungang Armco and Armco Shanghai are governed by and file separate income tax returns under the PRC Income Tax Law, which, until January 2008, generally subject to tax at a statutory rate of 33% (30% state income tax plus 3% local income tax) on income reported in the statutory financial statements after appropriate tax adjustments. On March 16, 2007, the National People’s Congress of China approved the Corporate Income Tax Law of the People’s Republic of China (the “New CIT Law”), effective January 1, 2008. Under the New CIT Law, the corporate income tax rate applicable to all Companies, including both domestic and foreign-invested companies, will be 25%. However, tax concession granted to eligible companies prior to March 16, 2007 will be grand fathered in.

The effective rate is 9.61% and 0% for the three months ended March 31, 2015 and March 31, 2014, respectively.

Note 15 – Concentrations and Credit Risk

Credit Risk Arising from Financial Instruments

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents.

As of March 31, 2015, substantially all of the Company’s cash and cash equivalents were held by major financial Institutions located in the PRC, none of which are insured. However, the Company has not experienced losses on these accounts and management believes that the Company is not exposed to significant risks on such accounts.

Customers and Credit Concentrations

Customer concentrations and credit concentrations are as follows:

	Net sales
	For the Three Months Ended
	March 31,			March 31,
	2015			2014
Cusomter A		57.23	%		22.60	%
Cusomter B		19.10	%		37.20	%
Cusomter C		15.59	%		12.30	%
Cusomter D		-	%		11.80	%
		91.92	%		83.90	%

	Net Accounts Receivable at
	March 31,			December 31,
	2015			2014
Cusomter A		46.88	%		30.40	%
Cusomter B		25.23	%		24.10	%
Cusomter C		-	%		19.80	%
		72.11	%		74.30	%

A reduction in sales from or loss of such customers would have a material adverse effect on the Company’s results of operations and financial condition.

Vendor Concentrations

Vendor purchase concentrations and accounts payable concentration as follows:

	Net Purchase
	For the Three Months Ended
	March 31,			March 31,
	2015			2014
Vendor A		51.20	%		38.40	%
Vendor B		41.88	%		37.00	%
		93.07	%		75.40	%

	Accounts Payable at
	March 31,			December 31,
	2015			2014
Vendor A		53.67	%		49.20	%
Vendor B		26.35	%		29.60	%
		80.02	%		78.80	%

Note 16 - Foreign Operations

Operations

Substantially all of the Company’s operations are carried out and all of its assets are located in the PRC, which may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies since 1980, no assurance can be given that the PRC Government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRC’s political, economic and social conditions; nor that the PRC government’s pursuit of economic reforms will be consistent or effective.

Interest Risk

Substantially all of the Company’s operations are carried out in the PRC. The tight monetary policy currently instituted by the PRC government and increases in interest rate would have a material adverse effect on the Company’s results of operations and financial condition.

Currency Convertibility Risk

Substantially all of the Company’s businesses are transacted in RMB, which is not freely convertible into foreign currencies. Under China’s Foreign Exchange Currency Regulation and Administration, the Company is permitted to exchange RMB for foreign currencies through banks authorized to conduct foreign exchange business. All foreign exchange transactions continue to take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other institutions requires submitting a payment application form together with invoices and signed contracts.

Foreign Currency Exchange Rate Risk

On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to U.S. Dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant volatility of the RMB against the U.S. Dollar.

Any significant revaluation of RMB may materially and adversely affect the cash flows, revenues, earnings and financial position reported in U.S. Dollar.

The Company had no foreign currency hedges in place to reduce such exposure for the three months ended March 31, 2015 or 2014.

Dividends and Reserves

Under the laws of the PRC, net income after taxation can only be distributed as dividends after appropriation has been made for the following: (i) cumulative prior years’ losses, if any; (ii) allocations to the “Statutory Surplus Reserve” of at least 10% of net income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company’s registered capital; (iii) allocations of 5-10% of income after tax, as determined under PRC accounting rules and regulations, to the Company’s “Statutory Common Welfare Fund”, which is established for the purpose of providing employee facilities and other collective benefits to employees in PRC; and (iv) allocations to any discretionary surplus reserve, if approved by stockholders.

As stipulated by the relevant laws and regulations for enterprises operating in the PRC, the subsidiaries of the Company are required to make annual appropriations to a statutory surplus reserve fund. Specifically, the subsidiaries of the Company are required to allocate 10% of their profits after taxes, as determined in accordance with the PRC accounting standards applicable to the subsidiaries of the Company, to a statutory surplus reserve until such reserve reaches 50% of the registered capital of the subsidiaries of the Company. As of December 31, 2014, the Company had no Statutory Surplus Reserve and the Statutory Common Welfare Fund established and segregated in retained earnings due to the loss position of China entities.

Note 17 – Subsequent Events

On April 9, 2015, the Company extended the RMB 5,000,000 (approximately $819,390) loan from Shanghai Pudong Development Bank, which originally matured on April 9, 2015, to April, 2016. The interest rate changed from 7.2% to 6.9% per annum.

In July 2013, Renewable Metals borrowed a 6-month note in the amount of $3,500,000 from Fremery Holdings, Ltd. ("Fremery") pursuant to the term of a loan agreement (the “Note”). Based on a few amended agreements, the due date of the Note is extended to July 20, 2015. On April 23, 2015, Armco Metals Holdings agreed to provide guarantees to the Note. On April 24, 2015, Fremery entered into an agreement with Heqi to sell $1,200,000 of the Note (the "Purchased Debt") to Heqi.

On April 27, 2015 the Company entered into an Agreement with Heqi pursuant to which, from time to time, Heqi has the right to convert the Purchased Debt into shares of the Company’s common stock at a conversion price equal to 85% of volume weighed average price for the common stock during the 10 trading days prior to the conversion date. Heqi is not entitled to convert any portion of the Purchased Debt if, at the time of conversion, the number of shares to be issued to Heqi would result in Heqi and/or its affiliates being the beneficial owner of more than 19.99% of outstanding shares of common stock. Under the terms of the agreement, the maximum conversion number of shares of the Company’s common stock is 1,224,154 shares, and any amount of the Purchased Debt which is not available for conversion, if any, at maturity must be satisfied by the company in cash.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our consolidated financial condition and results of operations for the three months ended March 31, 2015 and 2014 should be read in conjunction with the consolidated financial statements, including footnotes, and other information presented elsewhere in this report.

Overview

Our Business and Recent Developments

We import, sell and distribute to the metal refinery industry in China a variety of metal ore, including iron, chrome, nickel, titanium, copper and manganese ore, as well as non-ferrous metals and coal. We obtain these raw materials from global suppliers in Brazil, India, Oman, Turkey, Nigeria, Indonesia, and the Philippines and distribute them in the PRC. We also recycle scrap metal used by steel mills in the production of recycled steel. We also trade raw wood and barley.

China's gross domestic product in the first quarter of 2015 rose 7 percent from a year earlier, the weakest pace since 2009, according to China statistics bureau. China's crude steel output fell in the first quarter of the year, the first decline over that period in 20 years, as the economy grew at the slowest pace since the global recession. Crude steel production from January to March slid 1.7 percent from a year earlier to 200.1 million metric tons, according to National Bureau of Statistics data. The falling production reflects China's slowing pace of construction and sliding exports. Output is also under pressure due to China government tries to trim overcapacity and cut pollution in its drive to shift economy toward consumption and services. China’s apparent steel demand declined about 5 percent in the past six months from a year earlier, the biggest drop since the global financial crisis, according to Goldman Sachs Group Inc.'s report in April 2015. Iron ore demand in China, the world’s largest buyer of the steel-making raw material, is expected to remain weak as steel demand contracts, estimated by the China Iron & Steel Association in April. Corresponding to the weak demand for steel, the prices of major metal ores including iron ore, manganese ore, and chrome ore, and scrap steel declined constantly in the first quarter of this year. Such drop in the price, combined with the inactivity of the market during the several-week long Chinese New Year holiday in the first quarter of 2015, have adversely affected our recycling business resulting in significant decline in our recycling and trading business gross margin from prior quarter, especially the price decline in scrap steel resulting an approximately $1.4 million of inventory deprecation in our recycling business. Net sales, however, saw substantial increases both in recycling and trading business compared to same period of last year mainly attributable to the larger operation scale for our recycling business and newly added products into our trading business operation.

During first quarter of 2015, in an effort to address the changing market conditions and unpredictable fluctuations in market prices, as well as to maintain our operation flexibility in our trading business, we continued to refine our business model and adjust our product line. We increased new products, such as wood and barley into our trading product line. We also expanded our business to exporting steel products to overseas market, such as Saudi Arabia, Vietnam and Turkey, while in the past we usually only deals in importing metal ore and scraps into China. With recent tax elimination and reduction on export tariff by China government for some iron and steel products, we seek to grow our exporting business and expect to be benefited from the favorable export tariff change. To manage market risks, we are evaluating other potential methods such as further diversifying products and hedging tools.

We formally commenced the operation of our scrap metal recycling facility in the Banqiao Industrial Zone of Lianyungang Economic Development Zone in the Jiangsu province, China, in the late third quarter of 2010. The facility recycles automobiles, machinery, building materials, dismantled ships and various other scrap metals. We sell and distribute the recycled scrap metal to the metal refinery industry in the PRC utilizing our existing network of metal ore customers while continuing to seek new customers. During the first quarter of 2015, the amount of scrap metals recycled at our Recycling Facility increased by 95% to 37,218MT compared to 19,090 MT in the same period of last year. For the first quarter of 2015, our scrap metal business sold approximately 36,400 MT of scrap metals, generating approximately $15.2 million in revenue and (- $3.86) million in gross profit, compared to the first quarter of 2014 where our scrap metal business sold approximately 8,049 MT of scrap metals, generating approximately $2.6 million of revenue and (-$1.4) million of gross profit. Historically, the first quarter of each year sees a lower production of scrap metal due to the Chinese New Year holiday, when facilities are shut down and special restrictions are enforced on the transportation of scrap metals materials.

In the recycling business, since 2014 we have significantly increased the recycling process in separating and producing more high value non-ferrous scrap products from scrap materials. In the first quarter of 2015 we entered into sales contracts with customers to supply approximately 2,530 MT non-ferrous scraps which were delivered in April 2015 and approximately 80% of account receivable under the contracts has been received. The sales of these non-ferrous are expected to generate gross profit of approximately $4.9 million and to be realized in the second quarter of 2015. In the trading business, we also continued to increase the sales of steel billet that earns higher margin compared with traditional metal ore sales and sold approximately 9,504 MT of steel billet in the first quarter of 2015 compared to 3,547 MT of sales of steel billet in the same period of prior year. We also continue to add new products, such as wood and barley, into our trading business line in the first quarter, which the new products are still in the stage of trial operation. We continue to study, evaluate and test the market carefully for the new products before we put more of our resources into the business to control risks, especially for the barley trading business which was just initiated with a trial sales in the first quarter after conducting preliminary research on the market. The first barley sales in the first quarter was done with the supplier and customer both known to management before and the sales generated $15 million of net revenue with gross margin of (-0.11%). As we are new to the products and markets which are different from what we have done in the past, there are uncertainties whether we could successfully carry the new products and make profits from the sales, and as an example, we signed a woodchip long term contract with a supplier for a first trial shipment in October 2014 and there has been no any subsequent shipment after the first trial shipment was unsuccessful due to the non-conformity of products and unsatisfactory services of the supplier, and now the contract is not expect to be performed in the future neither.

We believe that our recycling business will become an increasingly strong driver in our company’s growth as natural resources continue to be depleted and PRC government continue to advocate sustainable and circular development with emphasis on environment protection, larger amounts of unprocessed scrap metal become available and increased in consumer demand in the long term. We also believe that the profit margin of our recycling business will gradually stabilize as we gain more experience in operating our recycling facility in responding to market condition change, marketing our products, and establishing our reputation and presence in the recycled scrap metal industry. After conducting a series of tests and analysis to improve our cost control, we gradually implemented precise management at our recycling facility in various aspects such as purchase, production, sales and shipping and will continue to enhance our operation efficiency by cost management. We have also developed strategies to expand our sources for raw materials and establish a local supply chain to increase and stabilize the availability of raw materials near our recycling operation as part of implementation of our plat form strategy. We have established business relationship with more than 10 suppliers in the area under the business model and expect to have more businesses with them when market recovery. In addition, as an effort to improve our operation and profitability of the recycling business, we strived to obtain a series of qualifications from Chinese government and successfully renewed our import license for steel scraps in 2015.

Despite the ongoing slowdown of China economy, management believes our business will benefit from China recent development. Recently China’s top economic planning agency, the National Development and Reform Commission (NDRC), released a new action plan outlining key details of Beijing’s “One Belt, One Road” initiative. Initially billed as a network of regional infrastructure projects, this latest release indicates that the scope of the “Belt and Road” initiative has continued to expand and will now include promotion of enhanced policy coordination across the Asian continent, financial integration, trade liberalization, and people-to-people connectivity. In addition, China government is working on a development plan to boost the economic integration of Beijing and its surrounding provincial areas, namely Tianjin municipality and Hebei province. Better guidelines to promote the economic integration of the areas would help them complement each other with respective advantages, as well as propelling economic transformation and upgrading the Bohai Sea rim. These national economy development strategies will stimulate the investment and boost the demand for steel products , as well as our products.

RESULTS OF OPERATIONS

The table below summarizes the consolidated operating results for the three months ended March 31, 2015 and 2014. The percentages represent each line item as an approximate percentage of net revenues unless otherwise noted.

	For the Three Months Ended March 31,
	2015					2014					$ Change			% Change
Net revenues	$	43,070,014		100.0	%	$	9,918,651		100.0	%	$	33,151,363			334.2	%
Cost of goods sold		46,960,716		109.0	%		11,082,455		111.7	%		35,878,261			323.7	%
Gross profit		(3,890,702	)	(9.0	)%		(1,163,804	)	(11.7	)%		(2,726,898	)		234.3	%

Total operating expenses		1,430,500		3.3	%		2,288,407		23.1	%		(857,907	)		(37.5	)%
Operating loss		(5,321,202	)	(12.4	)%		(3,452,211	)	(34.8	)%		(1,868,991	)	54.1		%

Net Revenues

Net revenues for the first quarter of 2015 increased 334% compared to the same period in 2014, primarily due to $15.8 million in the sales of barley, an increase of $13.6 million in the sales of scrap metals, $8.8 million in the sales of raw wood, and an increase of $2.2 million in the sales of billet, partially offset by a decrease of $1.3 million in the sales of chrome ore and a decrease of $5.9 million in the sales of manganese ore. By business section, during the quarter, our recycling business and trading business generated revenue of $15.0 million and $28.1 million, increased by $12.3 million or 469% and $20.8 million or 286% , respectively, compared to same period of last year. The significant increase in recycling sales was due to the increased production and operation of our recycling facility compared to comparable period of last year. The increase in trading business revenue was primary due to the new products, wood and barley, brought into this quarter , as discussed above. We are currently negotiating more wood and barley transactions but we are not sure if and when we can complete the transactions at this point.

Cost of Goods Sold

Cost of goods sold includes the cost of the products we purchase from our vendors and shipping and handling costs on shipments from such vendors. Cost of goods sold for the first quarter of 2015 was $47.0 million, representing a gross profit margin of - 9.0%, compared to a gross profit margin of -11.7% in the same period in 2014. The gross profit margin of -9.0% in the first quarter of 2015 represents a compound margin for our trading and recycling businesses, which generated gross profit margins of -0.11% and -25.4% for the period, respectively. Our trading business and recycling business generated a gross profit margin of 3.5% and -53.9% for the same period of 2014, respectively. The significant increase in cost of goods sold in our recycling business was mainly due to the decline in scrap price and approximately $1.4 million of inventory write-off during the quarter. The decline on gross margin of recycling business in the first quarter was also due to our sales of higher margin products, non-ferrous scraps, was only delivered in the second quarter though contracts were entered into in the first quarter. For our scrap sales, from a same batch of scrap raw materials we purchased which contains different kinds of scraps, after sorted and separated, some processed scraps from the materials may be steel scraps with low value and may generate lower margins or negative margins when sold, while other processed scraps from the same batch of raw materials may be non-ferrous scraps with high added value, such as scrap copper and aluminium scrap, and may generate high gross margin when sold. When the scraps with low value are sold in the first quarter the sales present a low gross margin, while the non-ferrous scraps with high added value are sold and recorded in the second quarter our sales will have a high margin in the second quarter. As a result, the cutoff of quarterly report causes the fluctuation of gross margin in different quarter reports.

Total Operating Expenses

Operating expenses for the first quarter of 2015 decreased to approximately $1.4 million compared to $2.3 million for the same period in 2014, resulted from a decrease of $0.55 million in general and administrative expenses, a decrease of $0.14 million in professional fees, a decrease of $0.09 million in selling expenses, and a decrease of $0.08 million in operating cost of idle manufacturing facility.

General and administrative expenses include salaries and office expenses. Our general and administrative costs decreased by $0.55 million, or 38%, for the first quarter of 2015 as compared to the same period in 2014 primarily due to a decrease of $0.7 million stock compensation to management and employees. These increases were partially offset by an increase of $0.2 million in general and administrative expenses of our China subsidiaries.

Professional fees include legal, accounting, SEC filing consultant, investor relation and public relation consultant fees. Our professional fees decreased by $0.14 million, or 64% in the first quarter compared to same period of 2014 primarily due to a decrease of stock based consulting fee $0.07 million.

Operating costs of idle facility decreased by approximately $0.08 million to $0.46 million for the first quarter of 2015 compared to same period of 2014, mainly due to increased production. The costs were mainly depreciation expenses of idle manufacturing facilities due to under utilization of the production facility in the periods.

Selling expenses include commissions, salaries, and travel for our sales agents. Selling expenses as a percentage of net revenues were 0.02% for the first quarter of 2015 as compared to 1.0% for the first quarter of 2014. Selling expenses decreased by $0.09 million mainly due to decreases in advertising fee and transportation fee for the first quarter of 2015 as compared to the same period of 2014.

Total Other (Income) Expense

Total other income of $4.18 million for the first quarter of 2015 compared to total other expense of $0.17 million in the comparable period in 2014. The increase in total other income was primarily due to a one-time reduction of $4.6 million in an obligation to a creditor. We also reported a decrease of $0.39 million of interest expense and a decrease of $0.01 million in loan guarantee expense. These expense increases were partially offset by an increase of $0.49 million in non-cash derivative expenses, an investment loss of $0.16 million, and a decrease of $0.1 million in interest income.

Income Tax Expense

Income tax benefit was $109,809 for the first quarter of 2015, compared to income tax expense of $0 for the first quarter of 2014.

Net Loss

Net loss of $1.03 million for the first quarter of 2015 and the loss decreased by $2.59 million, compared to net loss of $3.62 million for the same period in 2014, primarily due to a decrease of $4.3 million in other expense and a decrease of $0.86 million in operating expense during the first quarter, partially offset by a decrease of $2.7 million in gross profit.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of a company to generate adequate amounts of cash to meet its cash needs.

At March 31, 2015 and December 31, 2014, we had cash and cash equivalents of approximately $ 0.18 million and $1.9 million, respectively. At March 31, 2015, our working capital was $15.4 million as compared to $15.6 million at December 31, 2014.

Our current assets at March 31, 2015 were $51.1 million, a decrease of 10% from December 31, 2014. This overall decrease reflects decreases primarily in account receivable of $10.6 million, cash of $1.7 million, pledged deposits of $0.49 million, prepayments and other current assets of $0.19 million and marketable securities of $0.05 million. These decreases were partially offset by increases in advance on purchases of $5.63 million and inventories of $1.46 million.

Pledged deposits at March 31, 2015 of $0.01 million represent deposits with financial institutions as collateral to letters of credit and bank acceptable notes payable we provide to suppliers for the purchase of inventories. The amounts will be released to pay vendors upon acceptance of goods.

Marketable securities at March 31, 2015 of $0.03 million represent the estimated value of our investment in Appollo Mineral calculated at market price by using Australia quoted market prices on Apollo Minerals stock.

Our accounts receivable decreased by $10.6 million at March 31, 2015 from December 31, 2014 mainly due to the timing difference between the sales and collections of sales and our collections of scrap metals sales during the quarter.

Inventories increased by $1.46 million at March 31, 2015 from December 31, 2014, primarily due to our slow sales of inventories and the increased scrap metal production during the first quarter.

Advances on purchases increased by $5.6 million at March 31, 2015 from December 31, 2014, and consisted of prepayments to vendors for merchandise and deposits on pending purchases. These advances on purchases are customary in our business and help us secure inventory below prevailing market prices, thereby providing us with a better opportunity to increase our gross profit margins.

Our prepayments and other current assets decreased by $0.19 million at March 31, 2015 compared to December 31, 2014, primarily due to the decreases in prepayments and deposits for our metal ore trading business and deposits related to our scrap metal recycling operations.

Our current liabilities decreased by $5.7 million at March 31, 2015 from December 31, 2014, which is mainly attributable to a decrease in loans payable of $4.3 million, a decrease in accrued expenses and other current liabilities of $1.0 million, a decrease in value added tax and other tax payable of $0.84 million, a decrease in current maturities of capital lease obligation of $0.72 million, and a decrease in due to related parties of $0.18 million. These decreases were partially offset by increases in accounts payable of $0.65 million, derivative warrant liability of $0.56 million, advances received from Chairman and CEO of $0.1 million, customer deposits of $0.01 million, and banker's acceptance notes payable and letters of credit of $0.01 million.

Loans payable decreased by $4.3 million at March 31, 2015, compared to December 31, 2014, primarily due to a one-time debt write-off by one of our creditor and our repayment of short-term borrowing under our letter of credit facilities in the first quarter of 2015. The short-term borrowing usually is used to finance the payment of our purchase and is paid when we collected the payment from our customer. We used collections of accounts receivable to repay these short-term borrowings.

Accounts payable increased by $0.65 million at March 31, 2015 compared to December 31, 2014 mainly due to our material purchases during the first quarter.

Banker's acceptance notes payable and letters of credit remained flat at $1.8 million at March 31, 2015 compared to December 31, 2014 reflecting the pretty same amount of short-term borrowings used in raw material acquisitions.

Customer deposits remained flat at $1.5 million at March 31, 2015, compared to December 31, 2014. We recognize customer deposits as revenue when the goods have been delivered and the risk of loss has transferred to the customer either at the port of origin or port of destination based on the shipping terms we agree to with our customer.

Accrued expenses and other current liabilities decreased by $1.0 million at March 31, 2015 from December 31,2014. Accrued expenses consist of accrued expenses and other payables related to shipping fees. These expenses are due to timing differences of shipments and payments of our payables as compared to 2014.

Value added tax and other taxes payable decreased by $0.84 million at March 31, 2015 from December 31, 2014 mainly due to the offset by our newly increased purchases in the first quarter of 2015.

Deferred tax liability at March 31, 2015 increased by $0.56 million from December 31, 2014, primarily due to increases in taxable income for our China subsidiaries in the first quarter of 2015.

Current maturities of capital lease obligation at March 31, 2015 decreased by $0.72 million as compared to December 31, 2014, resulting from our repayment on maturity of the capital lease obligation.

At March 31, 2015, we owed our Chairman and CEO, Mr. Kexuan Yao, $0.98 million for funds he advanced to us for working capital purposes. Those advances are unsecured, non-interest bearing and due on demand.

We did not have any commitments for capital expenditures at March 31, 2015.

As of March 31, 2015, we had invested a total of approximately $51.3 million for the acquisition of land use rights, construction and equipment purchases for the facilities we operate. We expect to expand the production capacity at the facilities in the future and to build or acquire additional facilities in the future, depending on market conditions. We have not set a timeframe for this expansion.

Moreover, we have not yet determined how we plan to finance this future expansion if we determine to proceed with it. Unless we can obtain additional financing on terms we deem favorable to us, we will be unable to complete any such expansion or construct additional facilities in the future, and there can be no assurance that we will be successful in obtaining any such additional financing, or that such financing would be on terms deemed to be desirable or favorable to our management. Furthermore, in the event we do obtain such financing, there can be no assurance that such investment will result in enhanced operating performance or produce significant revenues and related profits in the future.

In addition, we need to continue to fund future capital expenditures for our existing operations, to service our debt and to purchase the raw materials required in our recycling operations. We have historically financed our cash needs primarily through the sales of our common stock and warrants, internally generated funds and debt financing. We collect cash from our customers based on our sales to them and their respective payment terms.

We have bank facilities which provide for cash borrowings or the issuance of commercial letters of credit that we require in our metal ore trading business in the aggregate amount of $79.9 million. Approximately $70.8 million was available under these facilities at March 31, 2015. We have approximately $15 million of debt which become due within the next 12 months. We expect to satisfy these obligations through our operation.

Substantially all of our cash reserves are held in the form of RMB in bank accounts at financial institutions located in the PRC. Cash held in banks in the PRC is not insured. The Chinese regulatory authorities impose a number of restrictions regarding RMB conversions and restrictions on foreign investments. Accordingly, our cash on deposit in banks in the PRC is not readily deployable by us for purposes outside of China.

Statements of Cash Flows

Our cash decreased by $1.7 million during the first quarter of 2015 as compared to a decrease of $0.4 million during the comparable period in 2014. During the current quarter we were provided $36,159 of cash from investing activities, and we used cash of $1.35 million in operating activities and cash of $0.41 million in financing activities. In comparable period in 2014 we were provided $3.6 million of cash from investing activities, and we used cash of $0.3 million in operating activities and cash of $3.0 million in financing activities.

Net Cash Used in Operating Activities

In the first quarter of 2015, net cash used in operating activities of $1.35 million was mainly comprised outflows related to an increase in advance on purchases of $5.6 million, an increase in inventories of $1.4 million, a decrease in accrued expenses and other current liabilities of $1.04 million, and a decrease in taxes payable of $0.94 million. These outflows were partially offset by cash inflows associated with a decrease in accounts receivable of $10.8 million, an increase in accounts payable of $0.66 million, and a decrease in prepayments and other current assets of $0.22 million.

In the first quarter of 2014, net cash used in operating activities of $0.3 million was mainly comprised inflows related to a decrease in accounts receivable of $8.8 million, a decrease in inventory of $3.5 million, an increases in customer deposits of $0.5 million, a decrease in advance on purchases of $0.3 million, and an increase in accrued expenses and other current liabilities of $0.2 million. These inflows were partially offset by cash outflows associated with a decrease in accounts payable of $4.9 million, a decrease in taxes payable of $0.4 million, a decrease in banker's acceptance notes payable of $5.3 million and an increase in prepayments and other current assets of $1.0 million.

Cash Provided by Investing Activities

In the first quarter of 2015 cash provided by investing activities of $36,159 was due to cash received from sales of marketable securities of $36,159.

In the first quarter of 2014 cash provided by investing activities of $3.6 million was due to proceeds from release of pledged deposits of $5.4 million, partially offset by payment made towards pledged deposits of $1.8 million and purchase of property.

Cash Used in Financing Activities

In the first quarter of 2015 cash used in financing activities of $0.41 million consisted of repayment of loans payable of $0.22 million, repayment to related parties of $0.19 million, and repayment of capital lease obligation of $0.11 million, which was partially offset by advance from Chairman and CEO of $0.1 million.

In the first quarter of 2014 cash used in financing activities of $3.0 million consisted of repayment of loans payable of $9.1 million which was partially offset by proceeds from loans payable of $6.1 million and advance from Chairman and CEO of $0.08 million.

Off Balance Sheet Arrangements

Under SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

●	Any obligation under certain guarantee contracts;
●	Any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets;
●	Any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in stockholder’s equity in our statement of financial position; and
●	Any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

Contractual Obligations and Commitments

At March 31, 2015, our long-term debt and financial obligations and commitments by due dates were as follows:

	Payments due by period
Contractual obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Banker's acceptance notes payable and letters of credit	$	1,778,467	$	1,778,467	$	-	$	-	$	-
Short-Term Loans Payable		12,700,108		12,700,108		-		-		-
Capital Lease Obligations		-		-		-		-		-
Operating Lease Obligations		210,675		135,019		75,656		-		-
Purchase Obligations		-		-		-		-		-
Other Long-Term Liabilities Reflected on the Registrant's Balance Sheet under GAAP		-		-		-		-		-
Total	$	14,689,250	$	14,613,594	$	75,656	$	-	$	-

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We believe the critical accounting policies in Note 1 to the consolidated financial statements appearing elsewhere in this report affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. Actual results may differ from these estimates under different assumptions and conditions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable for a smaller reporting company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of continuing weaknesses in our internal control over financial reporting.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014, based on management’s assessment of the effectiveness of our internal controls over financial reporting, management concluded that our internal controls over financial reporting were not effective as of December 31, 2014, due to insufficiently qualified accounting and other finance personnel with an appropriate level of U.S. GAAP knowledge and experience. Management believes that our lack of experience with U.S. GAAP constitutes a material weakness in our internal control over financial reporting. Until such time, if ever, that we remediate the material weakness in our internal control over financial reporting we expect that the material weaknesses in our disclosure controls and procedures will continue.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

The most significant risk factors applicable to the Company are described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2014. There have been no material changes to those risk factors.

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

On May 8, 2015, the Company received a notice from KBM Worldwide Inc. to request to convert $78,500 principle of the note and $3,110 of the accrued interest into 115,317 common shares, at the conversion rate of $0.7077/share, pursuant to the terms set forth in the convertible note agreement. The recipient was an accredited investor and the issuance was exempt from registration under the Securities Act of 1933, as amended, in reliance on an exemption provided by Section 3(a)(9) of that act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable to our company’s operations.

Item 5. Other Information.

None.

Item 6. Exhibits.

No.	Description


31.1	Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer *
31.2	Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer*
32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer*
101.INS	XBRL Instance Document *
101.SCH	XBRL Taxonomy Extension Schema *
101.CAL	XBRL Taxonomy Extension Calculation *
101.DEF	XBRL Taxonomy Extension Definition Linkbase *
101.LAB	XBRL Taxonomy Extension Label Linkbase *
101.PRE	XBRL Taxonomy Extension Presentation *

*	filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Armco Metals Holdings, Inc.
May 15, 2015	By: /s/ Kexuan Yao
	Kexuan Yao, Chief Executive Officer

	By: /s/ Fengtao Wen
	Fengtao Wen, Chief Financial Officer

Armco Metals Holdings, Inc. - FORM 10-Q - May 15, 2015

Attached files

Armco Metals Holdings, Inc. Reports