U. S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(MARK ONE)
[X]      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
         EXCHANGE  ACT OF 1934 [FEE  REQUIRED]  FOR THE FISCAL YEAR ENDED AUGUST
         31, 1996

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 [NO FEE  REQUIRED]
         FOR THE  TRANSITION  PERIOD FROM  __________  TO    __________.

                         COMMISSION FILE NUMBER 0-10093

                          AMERICAN METALS SERVICE, INC.
                       ----------------------------------
              (EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

          FLORIDA                                             59-1224913
-------------------------------                       ------------------------
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)


          376 MAIN STREET, P. O. BOX 74, BEDMINSTER, NEW JERSEY 07921
     --------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

ISSUER'S TELEPHONE NUMBER:  (908) 234-0078

SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

                                      NONE

SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:

                          COMMON STOCK, $.01 PAR VALUE
                       ----------------------------------
                                (TITLE OF CLASS)

CHECK WHETHER ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR
15(D) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH SHORTER  PERIOD
THAT THE  REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT
TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

                               YES    X     NO



CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT  FILERS IN RESPONSE TO ITEM 405 OF
REGULATION S-B CONTAINED IN THIS FORM, AND NO DISCLOSURE  WILL BE CONTAINED,  TO
THE  BEST  OF  REGISTRANT'S   KNOWLEDGE,  IN  DEFINITIVE  PROXY  OR  INFORMATION
STATEMENTS  INCORPORATED  BY  REFERENCE  IN PART III OF THIS FORM  10-KSB OR ANY
AMENDMENT TO THIS FORM 10-KSB.

                               YES   X      NO

ISSUER'S  REVENUES FOR THE FISCAL YEAR ENDED AUGUST 31, 1996 WERE  APPROXIMATELY
$135,000.


AS OF OCTOBER 31, 1996, THERE WERE 1,958,983  SHARES OF THE REGISTRANT'S  COMMON
STOCK, $.01 PAR VALUE, ISSUED AND OUTSTANDING.

THE  AGGREGATE  MARKET  VALUE OF THE VOTING STOCK HELD BY  NONAFFILIATES  OF THE
REGISTRANT AS OF OCTOBER 31, 1996, WAS APPROXIMATELY $995,000.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT         YES       NO    X



                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      NONE


<PAGE>




                                     PART I


ITEM 1.   DESCRIPTION OF BUSINESS
          ------------------------

GENERAL
-------

     Until the fourth quarter of the fiscal year ended August 31, 1992, American
Metals Service,  Inc. (the "Company") was engaged in the wholesale  distribution
of aluminum alloys, steel and other specialty metals. The Company has liquidated
the assets of  its  business  and is seeking  the  acquisition  of an  operating
business. The Company intends to redeploy its assets into an operating business.
The  Company  is not  currently  a party  to any  understandings  or  agreements
regarding an acquisition, merger or similar busniess combination or transcation.

     The  Company  was  incorporated  in 1968  under  the  laws of the  state of
Florida.  Its executive offices  were located in Miami,  Florida until September
1992 when such offices were relocated to Bedminster, New Jersey.


ASSET VALUE HOLDINGS, INC. ("AVH")
----------------------------------

     AVH, A Delaware  Corporation,  is  wholly-owned by Asset Value Fund Limited
Partnership,  a New Jersey limited partnership ("Asset Value"), which is engaged
in investing  in  securities.  The sole general  partner of Asset Value is Asset
Value  Management,  Inc.,  a  Delaware  Corporation,  which  is  a  wholly-owned
subsidiary of Kent Financial Services,  Inc , a Delaware  corporation  ("Kent").
Kent's principal business is the operation of its wholly-owned subsidiary, T. R.
Winston & Company, Inc. ("Winston"),  a securities broker-dealer registered with
the National  Association of Securities  Dealers,  Inc.  and Asset Value.  Until
December 1994,  the Company was a  majority-owned  subsidiary of AVH.  Through a
series  of  upstream  transactions,  AVH  distributed  approximately  88% of its
ownership  interest in the Company to Kent,  which,  in turn,  distributed  such
shares to its  stockholders.  At October 31, 1996, AVH and certain affilates own
approximately 41% of the Company's outstanding common stock.

EMPLOYEES

     On August 31, 1996,  the Company had no employees.  Certain  administrative
functions for the company are performed by Kent personnel.

ITEM 2.           DESCRIPTION OF PROPERTY
-------           -----------------------

                  NONE.


ITEM 3.           LEGAL PROCEEDINGS
------            -----------------

                  NONE.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------            ---------------------------------------------------

     There were no matters  submitted to a vote of security  holders  during the
fourth quarter of the fiscal year ended August 31, 1996.



<PAGE>



                                     PART II


ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
          --------------------------------------------------------

     The common  stock of the company is traded on the OTC Bulletin  Board,  and
quotations are available through the National Quotation Bureau.

     The table below  lists the high and low bid prices for the common  stock as
reported in the  National  Quotation  Bureau for the  Company's  last two fiscal
years.  Bid prices represent  prices between  broker-dealers  and do not include
retail mark-ups and mark-downs or any commission to broker-dealers. In addition,
these prices do not necessarily reflect actual transactions.

<TABLE>
<CAPTION>

                                              Fiscal Year Ended
                                               August 31, 1996
                                            --------------------
                  Quarter                   High bid      Low bid
                  -------                   --------      -------
                  <S>                       <C>           <C>
                  First                     $ .71         $ .60
                  Second                      .66           .60
                  Third                       .70           .64
                  Fourth                      .77           .70

</TABLE>




<TABLE>
<CAPTION>
                                              Fiscal year ended
                                               August 31, 1995
                                            ---------------------
                  Quarter                   High bid      Low bid
                  ------                    --------      -------
                  <S>                       <C>           <C>
                  First                     $ .72         $ .6875
                  Second                      .70           .6875
                  Third                       .73           .70
                  Fourth                      .71           .70
</TABLE>

     As of October 31, 1996,  there were  approximately  5,000  shareholders  of
record.

     The company has not paid any cash  dividends  on the common stock since its
organization.  The board of  directors  has no present  plans for the payment of
dividends.

<PAGE>


Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
         ---------------------------------------------------------

The Distribution
----------------

     On December 15, 1994,  Kent  distributed to its  shareholders  of record on
December 12, 1994,  approximately  1.1 million  shares of the  Company's  common
stock (the  "Distribution").  An indirect  wholly-owned  subsidiary  of Kent and
certain of Kent's affiliates own approximately 41% of the Company's  outstanding
common stock.


Results of Operations
----------------------

     As described in Note 1 of Notes to Consolidated  Financial Statements,  the
Company's  former  operations were  discontinued in the fiscal year ended August
31, 1992. The Company has liquidated its assets and is seeking an acquisition of
or merger with an operating  business.  The Company is not  currently a party to
any understandings or arrangements regarding any acquisition,  merger or similar
business combination or transaction.

     In the  interim,  available  cash is  being  invested  in  interest-bearing
deposits and in U.S.  Treasury  securities.  Cash and cash equivalents at August
31, 1996 were  approximately  $2.1  million and the Company has no funded  debt.
Included in cash and cash equivalents  were $2.0 million of U.S.  Treasury bills
which have maturities through November 1996 and yields ranging between 5.17% and
5.30%.

     For the year ended August 31, 1996,  interest income of $105,000 was earned
on U.S. Treasury  securities,  compared to $110,000 in the previous fiscal year.
The decrease in interest  income was due  principally  to lower market  interest
rates. Other income of approximately  $30,000 for the year ended August 31, 1996
and $4,000 in the prior fiscal year  represent  principally  the  collection  of
previously written-off  receivables from the liquidation of the Company's former
business  and the  partial  collection  of a loan  receivable,  also  previously
written-off.  See  Note  3 of  Notes  to  Financial  Statements  for  additional
information.

     General and  administrative  expense was $81,000 and $89,000 for the fiscal
years  ended  August 31,  1996 and 1995,  respectively.  Included in general and
administrative  expense is a  management  fee of $50,000 that was charged to the
Company by Kent in each of the fiscal years ended August 31, 1996 and 1995. This
fee was for corporate governance,  financial management, and accounting services
and was based on Kent's estimated costs. Management believes the cost allocation
is reasonable under the circumstances,  especially in light of the Distribution.
Other general and  administrative  expenses included  insurance premium costs on
the Company's  liability  policies,  fees in connection with reviewing potential
acquisition candidates and legal and audit fees.

Liquidity and Capital Resources
--------------------------------

     As of August 31, 1996, the Company's working capital was approximately $2.1
million. The Company believes its cash and cash equivalents are adequate for its
remaining business  activities and for the costs of seeking an acquisition of an
operating business.


<PAGE>


Item 7.           FINANCIAL STATEMENTS:
                  ---------------------

                  Report of Independent Public Accountants

                  Balance Sheet at August 31, 1996

                  Statements of Operations
                           for the years ended August 31, 1996 and 1995

                  Statements of Stockholders' Equity for the
                           years ended August 31, 1996 and 1995

                  Statements of Cash Flows for the years ended
                           August 31, 1996 and 1995

                  Notes to Financial Statements

<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholders
  of American Metals Service, Inc.

     We have audited the accompanying  balance sheet of American Metals Service,
Inc.  as  of  August  31,  1996  and  the  related   statements  of  operations,
stockholders'  equity and cash  flows for the years  ended  August 31,  1996 and
1995.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of American Metals
Service,  Inc. as of August 31, 1996 and the results of its  operations and cash
flows for the years ended August 31, 1996 and 1995 in conformity  with generally
accepted accounting principles.


Princeton, New Jersey
November 15, 1996




<PAGE>

<TABLE>
<CAPTION>

                          AMERICAN METALS SERVICE, INC.

                                  BALANCE SHEET
                                 ($000 Omitted)



                                                                August 31,
                                                                  1996
                                                               ----------
<S>                                                             <C>
ASSETS
Current assets:
  Cash and cash equivalents                                      $ 2,090
                                                                 -------

         Total current assets                                    $ 2,090
                                                                 =======




LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
  Accrued liabilities                                            $    25
                                                                 -------

         Total current liabilities                                    25
                                                                 -------

Stockholders' equity:
  Common stock, $.01 par value, 6,000,000
    shares authorized, 1,959,116
    issued and outstanding                                            20
  Additional capital in excess of par value                        3,062
  Accumulated deficit                                           (  1,017)
                                                                 -------

         Total stockholders' equity                                2,065
                                                                 -------

         Total liabilities and stockholders'
           equity                                                $ 2,090
                                                                 =======




                 See accompanying notes to financial statements.

</TABLE>




<PAGE>


<TABLE>
<CAPTION>

                          AMERICAN METALS SERVICE, INC.

                             STATEMENT OF OPERATIONS
                      ($000 Omitted, except per share data)




                                                     Year Ended August 31,
                                                    1996               1995
                                                   -------            -------
<S>                                               <C>                  <C>
Revenues:
  Interest income                                 $   105              $   110
  Other income                                         30                    4
                                                  -------              -------
                                                      135                  114
                                                  -------              -------

General and administrative
  expense                                              81                   89
                                                  -------              -------
Operating income                                       54                   25
                                                  -------              -------

Income before income taxes                             54                   25
Income taxes                                            -                    -
                                                  -------              -------
Net income                                        $    54              $    25
                                                  =======              =======

Net income per common share                       $   .03              $   .01
                                                  =======              =======

Weighted average number of shares
  outstanding                                       1,959                1,959
                                                  =======              =======




                 See accompanying notes to financial statements.

</TABLE>






<PAGE>

<TABLE>
<CAPTION>


                                                      AMERICAN METALS SERVICE, INC.

                                                   STATEMENTS OF STOCKHOLDERS' EQUITY
                                                              (000 Omitted)


                                                     Additional
                                                     Capital in                                   Total
                        Common Stock                 Excess of           Accumulated          Stockholders'
                    ----------------------           Par Value             Deficit               Equity
                    Shares        Par Value          ---------           -----------         --------------    
                    ------        ---------

<S>                 <C>            <C>                <C>                 <C>                   <C>
Balance at
August 31,
1994                1,959          $   20             $ 3,062             ($  1,096)            $ 1,986

Net income              -               -                   -                    25                  25

Balance at
August 31,          -----          ------             -------               -------             -------
1995                1,959              20               3,062             (   1,071)              2,011

Net income              -               -                   -                    54                  54

Balance at
August 31,          -----          ------             -------               -------             ------- 
1996                1,959          $   20             $ 3,062             ( $ 1,017)            $ 2,065
                    =====          ======             =======               =======             =======




                                           See accompanying notes to financial statements.

</TABLE>
        


<PAGE>



<TABLE>
<CAPTION>

                          AMERICAN METALS SERVICE, INC.

                            STATEMENTS OF CASH FLOWS
                                 ($000 Omitted)


                                                  For the year ended August 31,
                                                    1996                 1995
                                                  --------             --------
<S>                                               <C>                 <C>

Cash flows from operating activities:
  Net cash provided by
    operating activities                          $     65             $     12
                                                  --------             --------

Cash flows from investing activities:
  U.S. Treasury securities
    transactions                                  $      -                1,580
                                                  --------             --------

  Net cash provided by investing
    activities                                           -                1,580
                                                  --------             --------

Net increase in cash and
  cash equivalents                                      65                1,592

Cash and cash equivalents at beginning
  of year                                            2,025                  433
                                                  --------             --------
Cash and cash equivalents at end
  of year                                            2,090                2,025
                                                  ========             ========
Reconciliation of net income to net
  cash provided by operating
  activities:

Net income                                        $     54             $     25
Adjustments to reconcile net income
  to net cash provided by operating
  activities:
    (Decrease) increase in accrued
      liabilities                                       11            (      13)
                                                  --------             --------

Net cash provided by operating
  activities                                      $     65             $     12
                                                  ========             ========




                 See accompanying notes to financial statements.

</TABLE>





<PAGE>



                          AMERICAN METALS SERVICE, INC.

                          NOTES TO FINANCIAL STATEMENTS



NOTE 1 - CORPORATE OPERATIONS
-----------------------------

     American Metals Service,  Inc. (the "Company") has liquidated its operating
assets and is seeking the acquisition of an operating business. Until the fourth
quarter of fiscal 1992, the Company was engaged in the wholesale distribution of
aluminum alloys, steel and other specialty metals.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Cash Equivalents
----------------

     The  Company  considers  all U.S.  Treasury  securities  purchased  with an
original maturity of three months or less to be cash equivalents.

Net Income Per Common Share
---------------------------

     Net income per common share is  calculated  based on the  weighted  average
number of common shares  outstanding during each year. The effect of outstanding
stock options is antidilutive.

Basis of Presentation
---------------------

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principals  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amount of assets and  liabilities  and
disclosure  of  contingent  liabilities  and assets at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.

Reclassifications
-----------------

     Certain   reclassifications  have  been  made  to  prior  year's  financial
statements to conform to the current year's presentation.

NOTE 3 - NOTE RECEIVABLE
------------------------

     On December 3, 1992, the Company loaned $250,000 to an unrelated, privately
owned  corporation  (the  "Borrower").  The loan  carried  interest at 18%,  was
collateralized by a security interest in the Borrower's  accounts receivable and
inventory and was guaranteed by the  Borrower's  sole  stockholder  and his wife
("Guarantors"). Management of the Company was engaged in acquisition discussions
with  the  Borrower  at  the  time  of  the  loan,  but  such  discussions  were
subsequently  terminated.  The loan  matured on April 3, 1993,  and the Borrower
advised the Company that it was unable to pay the principal  amount. On June 16,
1993, the Borrower filed a petition for  reorganization  under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court in the District of Nevada,
and  subsequently  the  Guarantors  also filed  under  Chapter  11. The  Company
evaluated the collateral, and based on its evaluation, provided an allowance for
collectibility for the outstanding balance.  During the fiscal year ended August
31, 1996 the Company  recorded  $30,000 of other income by the sale of assets of
the bankrupt borrower.




<PAGE>



NOTE 4 - INCOME TAXES
----------------------

     The Company  adopted  Statement of Financial  Accounting  Standards No. 109
"Accounting  For Income  Taxes" ("SFAS 109") in the fiscal year ended August 31,
1994.  SFAS 109 required the Company to adopt the asset and liability  method of
accounting  for income  taxes.  Under the asset and liability  method,  deferred
income taxes are recognized for the tax consequences of "temporary  differences"
by  applying  enacted   statutory  tax  rates  applicable  to  future  years  to
differences  between the financial  statement carrying amounts and the tax basis
of existing assets and liabilities.  At the adoption date of SFAS 109 (September
1, 1993), the net deferred tax asset of the Company was composed  principally of
the tax effects of net operating loss  carryforwards.  Due to the uncertainty of
realizing this asset, a valuation allowance of an equal amount was established.

     At August 31,  1996,  the  Company  had net  operating  loss  carryforwards
("NOLs") for income tax  purposes of  approximately  $3.8  million  available to
offset future U.S.  taxable  income.  Because of the  substantial  change in the
Company's  ownership in fiscal 1992, a substantial portion of the pre-change net
operating  losses of the Company may be deferred by virtue of Section 382 of the
Internal Revenue Code ("IRC"), beyond the 15-year carryover period allowed under
IRC Section 172 and, therefore,  lost to the Company. This limitation should not
affect the Company's future provisions for payments of Federal income tax unless
the  Company's  operations  produce  significantly  increased  amounts of annual
pre-tax accounting income or taxable income.

     The NOLs expire beginning in the year 2000.

     The tax effects of significant  items  composing the Company's net deferred
tax asset as of August 31, 1996 are as follows (in $000):


<TABLE>

    <S>                                   <C>
    Deferred tax asset:
      Federal NOLs                         $ 1,293
                                           =======

    Valuation allowance                   ($ 1,293)
                                           =======

    Net deferred tax asset                 $     -
                                           =======

</TABLE>


NOTE 5 - STOCK OPTION PLANS
---------------------------

     In August 1983, the Company adopted an incentive stock option plan covering
100,000  shares  exercisable  for a period of ten years  from the date of grant.
There were no options granted,  exercised or cancelled under the incentive stock
option  plan in the fiscal  years ended  August 31,  1996 and 1995.  One hundred
thousand shares were available for grant at August 31, 1996.

     On January 4, 1993, the Board of Directors  granted to one of the Company's
officers (currently a director) a non-qualified option to purchase 20,000 shares
of the Company's common stock at $.80 per share (the market value on the date of
grant). The option has a term of five years and is currently exercisable.


<PAGE>


NOTE 6 - RELATED PARTY TRANSACTIONS
-----------------------------------

     The  Company  retains  the  firm of  Rosenman  & Colin  for  certain  legal
services.  The wife of the Chairman of the Board and  President is of counsel to
that firm and has billed the Company  approximately  $1,000 and $12,000 for each
of the fiscal years ended August 31, 1996 and 1995 respectively.

     The Company paid a  management  fee to Kent of $50,000 in 1996 and 1995 for
management services performed for the Company by Kent personnel.  These services
included corporate governance,  financial  management,  and accounting services.
Kent is the  indirect  parent  of Asset  Value  Holdings,  Inc.,  which  was the
beneficial  owner of 14% of the Company's  common stock at August 31, 1996. This
fee was based on Kent's  estimated  costs,  and the  Company  believes  the cost
allocation is reasonable under the circumstances.


<PAGE>




ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
          FINANCIAL DISCLOSURE.
          ---------------------------------------------------------------
             

       None.


<PAGE>



                                    PART III


Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
          -------------------------------------------------------------

    The following table provides  information with respect to current  Directors
and executive officers of the Company:

<TABLE>
<CAPTION>
<S>                             <C>            <C>                                   <C>
                                                  Position and Office              Director
       Name                     Age           Presently Held with Company           Since
--------------------            ---           ---------------------------           ------
Paul O. Koether                 60             Chairman, President and               1992
                                                 Director

John W. Galuchie, Jr.           43             Vice President, Treasurer             1992
                                                 and Director

Mark W. Jaindl                  36             Director                              1992

</TABLE>

     Paul O. Koether is principally engaged in the following businesses:  (i) as
Chairman and director  since July 1987 and President  since October 1990 of Kent
Financial Services, Inc. ("Kent") and the general partner since 1990 of Shamrock
Associates, an investment partnership which is the principal stockholder of Kent
and (ii) various  positions with  affiliates of Kent,  including  Chairman since
1990 and a registered representative since 1989 of T. R. Winston & Company, Inc.
("Winston"), a retail broker-dealer,  and since July 1992 as Chairman, President
and director of the Company.  Mr.  Koether  also has been  Chairman  since April
1988,  President since April 1989 and a director since March 1988 of Pure World,
Inc. ("Pure World"), and for more than five years, the Chairman and President of
Sun Equities Corporation ("Sun"), a private,  closely-held  corporation which is
Pure World's principal stockholder. Until August 1994, when it sold its majority
ownership to an unaffiliated  party,  Pure World operated as a real estate asset
manager through its wholly-owned  subsidiary,  NorthCorp  Realty Advisors,  Inc.
("NorthCorp").  Prior to its sale,  Mr.  Koether  also served as Chairman  and a
director of NorthCorp.  Since  December 1994, Mr. Koether had been a director of
Madis Botanicals, Inc. ("Madis"), a majority-owned subsidiary of Pure World, and
since January 1995, its Chairman. Madis is a manufacturer of natural products.

     John W.  Galuchie,  Jr., a  certified  public  accountant,  is  principally
engaged  in the  following  businesses:  (i)  the  Company  as  Vice  President,
Treasurer and a director  since July 1992;  (ii) Pure World,  as Executive  Vice
President  since April 1988,  director  from January 1990 until October 1994 and
for more than five years as Vice  President and director of Sun;  (iii) Kent, in
various  executive  positions  since  1986 and a  director  from June 1989 until
August 1993;  (iv) Winston,  as President  since January 1990 and director since
September 1989. Mr. Galuchie served as a director of Crown NorthCorp,  Inc., the
successor corporation to NorthCorp from June 1992 to August 1996.

     Mark W. Jaindl has served as a director of the Company  since July 1992 and
Vice  President and Secretary from July 1992 until June 1995. He has also been a
Senior  Vice  President  from June  1992  until  June  1995 of Pure  World and a
director  since October 1994.  Mr. Jaindl was a director of NorthCorp  from June
1992 until  September 1994 and was Interim  President of NorthCorp from February
1994 until August 1994. From October 1991 to June 1992, he was  self-employed as
an investment  consultant.  From May 1982 to October 1991,  and again since June
1995, he served as Chief  Financial  Officer of Jaindl Farms which is engaged in
diversified businesses,  including the operation of a 12,000 acre turkey farm, a
John Deere dealership and a grain operation. Mr. Jaindl also serves as the Chief
Financial Officer of Jaindl Land Company, a developer of residential, commercial
and industrial properties in eastern Pennsylvania.


<PAGE>



Item 10.  EXECUTIVE COMPENSATION
          ----------------------

     The  Company did not pay  compensation  to any of its  executive  officers,
including the Chief Executive Officer, for the last four fiscal years.


Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          --------------------------------------------------------------

     The following table sets forth the beneficial ownership of the Common Stock
of the  Company  as of October  31,  1996,  by each  person who was known by the
Company to  beneficially  own more than 5% of the common stock, by each director
who owns shares of common stock and by all directors and officers as a group:

<TABLE>
<CAPTION>


                                            Number of Shares                 Approximate
 Name and Address                           of Common Stock                   Percent
of Beneficial Owner                       Beneficially Owned(1)               of Class
--------------------                    ------------------------             -----------
<S>                                            <C>                             <C>
Asset Value Holdings, Inc.
  376 Main Street
  Bedminster, NJ  07921                        286,392                         14.48%

Shamrock Associates
  211 Pennbrook Road
  Far Hills, NJ  07931                         703,862(2)                      35.56%

Paul O. Koether
  211 Pennbrook Road
  Far Hills, NJ  07931                         781,957(3)                      39.51%

John W. Galuchie, Jr.
  376 Main Street
  Bedminster, NJ  07921                        291,392(4)                      14.72%

Mark W. Jaindl
  3150 Coffeetown Road
  Orefield, PA  18069                           20,000(5)                       1.01%

All directors and officers
 as a group (4 persons)                        807,957(5)(6)                   40.83%
------------------------------

</TABLE>

(1)  The beneficial  owner has both sole voting and sole investment  powers with
     respect to these  shares  except as set forth in this  footnote or in other
     footnotes below.

(2)  Reflects 286,392 shares of common stock held by AVH.  Shamrock  Associates,
     as the  ultimate  parent of AVH,  disclaims  beneficial  ownership of these
     shares.

(3)  Includes 417,470 shares beneficially owned by Shamrock  Associates.  As the
     general partner of Shamrock,  Mr. Koether may be deemed to own these shares
     beneficially.  Includes 286,392 shares held by Asset Value. Mr. Koether may
     be deemed to be the  beneficial  owner of the shares  owned by Asset Value.
     Includes  14,166  shares  owned  by Sun  Equities  Corporation,  a  private
     corporation of which Mr.  Koether is Chairman and a principal  stockholder.
     Includes 1,666 shares held by Mr.  Koether's Keogh Plan and 875 shares held
     in trust for the benefit of Mr.  Koether's  daughter for which Mr.  Koether
     acts as the sole trustee.  Includes  20,000  shares owned by Mr.  Koether's
     wife, Mr.  Koether is also a limited  partner of Shamrock and may be deemed
     to own  beneficially  that  percentage  of the  shares  owned  by  Shamrock
     represented by his partnership percentage. Mr. Koether disclaims beneficial
     ownership of such shares.

(4)  Reflects  286,392  shares  of  common  stock  held  by AVH.  As  Treasurer,
     Secretary and Director of Asset Value, Mr. Galuchie may be deemed to be the
     beneficial owner of the shares owned by Asset Value. Mr. Galuchie disclaims
     beneficial ownership of the shares.

(5)  Included in the number of shares  beneficially  owned are shares subject to
     options held by Mr.  Jaindl  which are  currently  exercisable  or becoming
     exercisable.

(6)  Reflects  786,957  shares of common  stock held by  Shamrock  and AVH,  and
     beneficially owned by Messrs. Koether and Galuchie (see Notes 2 and 3).

<PAGE>



Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

     No information is required to reported under this item.


Item 13.  EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------

         (a)      Exhibits

     3(a) Articles of  Incorporation  and any amendments  thereto,  incorporated
herein by reference  to the  Company's  Registration  Statement on Form S-11 and
Exhibits thereto filed with the Securities and Exchange Commission on August 28,
1980, Registration No. 2-69018.

     3(b)  By-laws  of  the  Company,  as  amended  through  January  31,  1990,
incorporated herein by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1990, Commission File No. 0-10093.

     27 Financial Data Schedule.

     (b) Reports on Form 8-K:

     No Current Reports on Form 8-K were filed during the fourth quarter covered
by this Annual Report on Form 10-KSB.


<PAGE>



                                   SIGNATURES


     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                     AMERICAN METALS SERVICE, INC.



                                           /s/ Paul O. Koether
Dated: November 25, 1996              By:  -------------------------------
                                           Paul O. Koether
                                           Chairman of the Board and President
                                          (Principal Executive Officer)


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


                                           /s/ Paul O. Koether
Dated: November 25, 1996                   -------------------------------
                                           Paul O. Koether
                                           Chairman of the Board,
                                           President and Director
                                          (Principal Executive Officer)

               
                                           /s/ John W. Galuchie, Jr.
Dated: November 25, 1996                   -------------------------------
                                           John W. Galuchie, Jr.
                                           Vice President, Treasurer
                                             and Director


                                           /s/ Mark W. Jaindl
Dated: November 25, 1996                   -------------------------------
                                           Mark W. Jaindl
                                           Director


                                           /s/ Mark Koscinski
Dated: November 25, 1996                   -------------------------------
                                           Mark Koscinski
                                           Vice President and Secretary
                                          (Principal Accounting and
                                             Financial Officer)