UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q 

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

 EXCHANGE ACT OF 1934

        

For the Quarter ended September 30, 2020

 

Commission File Number: 000-56054

 

AMERAMEX INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   88-0501944
(State of organization)   (I.R.S. Employer Identification No.)

 

3930 Esplanade, Chico, CA 95973

(Address of principal executive offices)

 

(530) 895-8955 

Registrant’s telephone number, including area code

 

________________________________

Former address if changed since last report

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered.
Common Stock   AMMX   OTCQB

 

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes     ☐No

 

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

 

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

 

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

 

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

☐  Yes         ☒  No

 

There are 727,440,881 shares of common stock outstanding as of November 9, 2020. 

 

   
 

  

 TABLE OF CONTENTS

 

    Page
       
  PART I - FINANCIAL INFORMATION   3
       
ITEM 1. INTERIM FINANCIAL STATEMENTS   3
  BALANCE SHEETS AS OF SEPTEMBER 30, 2020 AND DECEMBER 31, 2019   3
  STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019   4
  STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019   5
  STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019   6
  NOTES TO FINANCIAL STATEMENTS   7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   18
ITEM 4. CONTROLS AND PROCEDURES   18
       
  PART II - OTHER INFORMATION   19
       
ITEM 1. LEGAL PROCEEDINGS   19
ITEM 1A. RISK FACTORS   19
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES   19
ITEM 3. DEFAULTS UPON SENIOR SECURITIES   19
ITEM 4. MINE SAFETY DISCLOSURES   19
ITEM 5. OTHER INFORMATION   19
ITEM 6. EXHIBITS   19
       
SIGNATURES     20

 

 

 

  2  
 

 

PART IFINANCIAL INFORMATION

ITEM 1. INTERIM FINANCIAL STATEMENTS

 

AMERAMEX INTERNATIONAL, INC.

BALANCE SHEETS - UNAUDITED

 

    SEPTEMBER 30, 2020   DECEMBER 31, 2019
ASSETS                
Current Assets                
Cash   $ 506,581     $ 114,504  
Accounts Receivable, Net     1,248,217       589,710  
Inventory, Net     7,692,216       4,832,283  
Other Current Assets     228,531       206,945  
Total Current Assets     9,675,545       5,743,442  
                 
Property and Equipment, Net     1,103,852       1,179,794  
Rental Equipment, Net     3,087,230       4,036,612  
Other Assets     412,930       489,562  
Total Other Assets     4,604,012       5,705,968  
TOTAL ASSETS   $ 14,279,557     $ 11,449,410  
 LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current Liabilities                
Accounts Payable   $ 1,822,679     $ 531,806  
Legal Settlement     398,700       —    
Accrued Expenses     328,786       79,787  
Joint Venture Liability     442,000       459,500  
Line of Credit     324,511       408,033  
Notes Payable, Current Portion     1,059,971       386,528  
Convertible Notes     129,217       —    
Total Current Liabilities     4,505,864       1,865,654  
                 
Deferred Tax Liability     42,112       226,339  
Notes Payable - Related Party     252,573       334,794  
Notes Payable, Net of Current Portion     2,593,518       559,235  
Line of Credit     5,220,399       6,313,628  
Total Long-Term Liabilities     8,108,602       7,433,996  
TOTAL LIABILITIES   $ 12,614,466     $ 9,299,650  
   Commitments and Contingencies (Note 12)                
Stockholders’ Equity                
Preferred Stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding     —         —    
Common Stock, $0.001 par value, 1,000,000,000 shares authorized, 755,415,879 and 753,415,879 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively     755,416       753,416  
Additional Paid-In Capital     20,802,887       20,781,087  
Accumulated Deficit     (19,893,212 )     (19,384,743 )
Total Stockholders’ Equity     1,665,091       2,149,760  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 14,279,557     $ 11,449,410  

 

 

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

 

  3  
 

 

AMERAMEX INTERNATIONAL, INC.

STATEMENTS OF OPERATIONS - UNAUDITED

 

         
   

THREE MONTHS

ENDED

SEPTEMBER 30,

 

NINE MONTHS

ENDED

SEPTEMBER 30,

      2020       2019       2020       2019  
REVENUES                                
Sales of Equipment and Other Revenues   $ 5,168,949     $ 2,724,589     $ 7,106,628     $ 9,395,942  
Rentals and Leases     711,463       577,639       1,994,938       1,823,219  
Total Revenues     5,880,412       3,302,228       9,101,566       11,219,161  
                                 
COST OF REVENUES                                
Sales of Equipment and Other Revenues     4,824,488       1,842,974       6,673,745       8,040,510  
Rentals and Leases     247,398       241,975       744,796       713,698  
Total Cost of Revenues     5,071,886       2,084,949       7,418,541       8,754,208  
                                 
GROSS PROFIT     808,526       1,217,279       1,683,025       2,464,953  
                                 
OPERATING EXPENSES                                
Selling Expense     136,591       127,488       284,591       315,447  
General and Administrative     223,980       283,513       1,201,065       780,881  
Total Operating Expenses     360,571       411,001       1,485,656       1,096,328  
                                 
INCOME FROM OPERATIONS     447,955       806,278       197,369       1,368,625  
                                 
OTHER INCOME (EXPENSE)                                
Interest Expense     (366,725 )     (135,541 )     (887,522 )     (571,275 )
Loss from Early Extinguishment of Debt     —         —         —         (482,908 )
Other Income (Expense)     (346 )     52,680       (1,648 )     53,913  
Total Other Expense     (367,071 )     (82,861 )     (889,170 )     (1,000,270 )
                                 
INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES     80,884       723,417       (691,801 )     368,355  
                                 
PROVISION (BENEFIT) FOR INCOME TAXES     21,434       209,791       (183,332 )     113,315  
                                 
NET INCOME (LOSS)   $ 59,450     $ 513,626     $ (508,469 )   $ 255,040  
                                 
Weighted Average Shares Outstanding:                                
Basic     753,240,879       753,415,879       753,240,879       753,415,879  
Diluted     753,240,879       753,415,879       753,240,879       753,415,879  
                                 
Earnings (loss) per Share                                
Basic   $ 0.00     $ 0.00     $ (0.00 )   $ 0.00  
Diluted   $ 0.00     $ 0.00     $ (0.00 )   $ 0.00  

  

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

 

  4  
 

 AMERAMEX INTERNATIONAL, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY - UNAUDITED

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 

 

 

    Common Stock  

Additional

Paid-in

  Treasury   Accumulated  

Total

Stockholders’

    Shares   Amount   Capital   Stock   Deficit   Equity
                         
Balance at December 31, 2018     753,415,879     $ 753,416     $ 20,785,924     $ (4,837 )   $ (19,294,449 )   $ 2,240,054  
                                                 
Retirement of Treasury Stock     —         —         (4,837 )     4,837       —         —    
                                                 
Net Loss     —         —         —         —         (282,618 )     (282,618 )
                                                 
Balance at March 31, 2019     753,415,879       753,416       20,781,087       —         (19,577,067 )     1,957,436  
                                                 
Net Income     —         —         —         —         24,032       24,032  
                                                 
Balance at June 30, 2019     753,415,879       753,416       20,781,087       —         (19,553,035 )     1,981,468  
                                                 
Net Income     —         —         —         —         513,626       513,626  
                                                 
Balance at September 30, 2019     753,415,879     $ 753,416     $ 20,781,087     $ —       $ (19,039,409 )   $ 2,495,094  

 

 

                                               
Balance at December 31, 2019     753,415,879     $ 753,416     $ 20,781,087     $ —       $ (19,384,743 )   $ 2,149,760  
                                                 
Net Loss     —         —         —         —         (128,079 )     (128,079 )
                                                 
Balance at March 31, 2020     753,415,879       753,416       20,781,087       —         (19,512,822 )     2,021,681  
                                                 
Net Loss     —         —         —         —         (439,840 )     (439,840 )
                                                 
Balance at June 30, 2020     753,415,879       753,416       20,781,087       —         (19,952,662 )     1,581,841  
Common stock issued for services     2,000,000       2,000       21,800       —         —         23,800  
Net Income     —         —         —         —         59,450       59,450  
                                                 
Balance at September 30, 2020     755,415,879     $ 755,416     $ 20,802,887     $ —       $ (19,893,212 )   $ 1,665,091  

   

 

 

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

  

  5  
 

 

AMERAMEX INTERNATIONAL, INC.

STATEMENTS OF CASH FLOWS – UNAUDITED

 

    NINE MONTHS ENDED
    SEPTEMBER 30, 2020   SEPTEMBER 30, 2019
CASH FROM OPERATING ACTIVITIES                
Net Income (Loss)   $ (508,469 )   $ 255,040  
Adjustments to reconcile Net Income (Loss) to Net Cash Used In Operations Activities:                
Depreciation and Amortization     1,016,925       893,508  
Deferred Income Taxes     (184,227 )     134,673  
Common stock issued for services     23,800       —    
Loss on Early Extinguishment of Debt     —         482,908  
Changes in Operating Assets and Liabilities:                
Accounts Receivable     (658,507 )     17,033  
Inventory     (2,716,043 )     (2,342,419 )
Other Current Assets     (21,586 )     (182,542 )
Accounts Payable     1,290,873       (189,278 )
Legal Settlement     398,700       —    
Accrued Expenses     248,999       (31,569 )
NET CASH USED IN OPERATING ACTIVITIES     (1,109,535 )     (962,646 )
                 
INVESTING ACTIVITIES                
Payments for Property and Equipment     (135,491 )     (160,390 )
Payments for Rental Equipment     —         (135,699 )
NET CASH USED IN INVESTING ACTIVITIES     (135,491 )     (296,089 )
                 
FINANCING ACTIVITIES                
Proceeds from Notes Payable     4,154,871       495,924  
Payments on Notes Payable     (1,432,142 )     (5,618,427 )
Payments on Note Payable - Related Party     (82,221 )     (33,438 )
Payments on Joint Venture Liability     (17,500 )     —    
Net Borrowings (Repayments) Under Lines of Credit     (985,905 )     6,348,546  
NET CASH PROVIDED BY FINANCING ACTIVITIES     1,637,103       1,192,605  
                 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   $ 392,077     $ (66,130 )
Cash and Cash Equivalents, beginning of period   $ 114,504     $ 197,752  
Cash and Cash Equivalents, end of period   $ 506,581     $ 131,622  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                
Cash Paid For Interest   $ 878,305     $ 487,345  
Cash Paid For Income Taxes   $ 800     $ 800  
                 
NONCASH INVESTING AND FINANCING ACTIVITIES:                
Equipment Financed under Capital Leases   $ 298,035     $ —    
Transfer of Rental Equipment to Inventory   $ 296,279     $ —    

  

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

  

  6  
 

 AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020 

Note 1 - Organization and Basis of Presentation

 

Organization and Line of Business

 

AmeraMex International, Inc., (the “Company”) was incorporated on May 29, 1990 under the laws of the state of Nevada. The Company sells, leases and rents new and refurbished heavy equipment primarily in the U.S. The Company operates under the name of Hamre Equipment.

 

Note 2 – Summary of Significant Accounting Policies

 

Liquidity Considerations

 

At September 30, 2020, the Company had working capital of approximately $5,200,000. On May 1, 2020, the Company received a Paycheck Protection Program Loan in the amount of $228,442 to cover payroll and utility expenses during the COVID-19 pandemic. The Company believes it is following the government guidelines and tracking costs to ensure 100% forgiveness of the loan. The Company is expecting to receive said forgiveness before the end of the year.

 

On April 21, 2020, the Company was approved and received a $10,000 advance on an SBA Loan for $2,000,000. The Company received a second payment of $150,000 on September 10, 2020. The SBA loans bears 3.75% interest for a 30 year term with the first 12 months of payments deferred. Remaining funding on this loan is anticipated over the next 24 months.

 

The Company received an increase of one of their equipment lines of credit from $500,000 to $1,050,000.

 

Moving forward, the Company expects to generate sufficient cash flows from operations to meet its obligations, and expects to continue to obtain financing for equipment purchases in the normal course of business. The Company believes that its expected cash flows from operations, together with its current credit facility, will be sufficient to operate in the normal course of business for the next 12 months from the issuance date of these financial statements.

 

Risks and Uncertainties

 

In March 2020, the World Health Organization declared a novel strain of coronavirus (“COVID-19”) a pandemic, as a result of which the Company is subject to additional risks and uncertainties. In response to the pandemic, governments and organizations have taken preventative or protective actions, such as temporary closures of non-essential businesses and “shelter-at-home” guidelines for individuals. As a result, the global economy has been negatively affected, and the Company’s business has been negatively affected in a number of ways. The Company has had several large transactions that have been put on hold until the State of California is completely reopened. In addition, the Company has all sales, administrative and account employees working from home. Shop employees are practicing social distancing and only one customer is allowed in the facility at a time. Most directly, a number of states and local governments have taken steps that have prohibited or curtailed the sale of equipment or curtailed construction activities during the pandemic. In some jurisdictions, shelter-at-home orders, or other orders related to the pandemic, have impeded and continue to impede equipment sales. The severity of the impact of COVID-19 on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, all of which are uncertain and cannot be predicted. The Company’s future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms. Given the dynamic nature of this situation, the Company cannot predict with absolute certainty, the ultimate impact of COVID-19 on its financial condition, results of operations or cash flows.

 

Basis of Presentation

 

The unaudited interim 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, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the results for the interim periods presented and of the financial condition as of the date of the interim balance sheet. The financial data and the other information disclosed in these notes to the interim financial statements related to the three and nine-month periods are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2019 and notes thereto that are included in the Company’s Annual Report on Form 10-K.  

  7  
 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions.

 

These estimates and assumptions 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. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved. Significant estimates in these unaudited interim financial statements include the allowance for doubtful accounts, inventory allowances, convertible notes policy and estimated useful life of property and equipment.

 

Convertible Debt and Embedded Derivatives

 

Convertible debt is accounted for under the guidelines established by Accounting Standards Codification (“ASC”) 470-20, Debt with Conversion and Other Options. ASC 470-20 governs the calculation of an embedded beneficial conversion, a derivative instrument, which is treated as an additional discount to the instruments where derivative accounting does not apply. This applies during the period for which embedded conversion features are either fixed, contingently convertible, or cash or net settlement is in control of the Company. The proceeds allocated to the equity instruments may reduce the carrying value of the convertible debt, and such discount is amortized to interest expense over the term of the debt. The Company generally has the option to pay the convertible notes at a premium ranging from 0% to 135% within the first 180 before they become convertible. The discount relating to the initial recording of the original issue discounts, issue costs, warrants and beneficial conversion feature are accreted, together with the premium, over the estimated term of the debt, which is generally 180 days from the date of issuance.

 

Many of the conversion features embedded in the Company’s notes become variable upon the event of default or upon the passage of time in the event the Company does not repay the notes, at a premium, at 180 days from issuance of the note. If the conversion price is adjusted based on a discount to the market price of the Company’s common stock, the number of shares upon conversion is potentially unlimited. In the event we cannot control the net share settlement and cash settlement, we record the embedded conversion feature as a derivate instrument, at fair value. The excess of fair value of the embedded conversion feature, together with the original issue discounts, warrants, and issue costs over the face value of the debt, is recorded as an immediate charge in the accompanying statements of operations and cash flows. Each reporting period, the Company will compute the estimated fair value of derivatives and record changes to operations. The discounts are accreted over the term of the debt, which is generally six (6) months after the notes become convertible, using the effective interest method.

 

ASC 470-50, Extinguishments, require entities to record an extinguishment when the terms of the original note are significantly modified, defined as a greater than 10% change in expected cash flows. As a result of modifications made to one of the Company’s convertible notes during the reporting period, we recorded a loss as reported in the accompanying statements of operations and cash flows.

 

Line of Credit Issuance Costs

 

The Company capitalizes and amortizes direct issue costs incurred in connection with its line of credit arrangement. On or about March 30, 2019 (see Note 6), the Company incurred $245,000 in costs comprised of originations fees totaling approximately $180,000 and appraisal costs of approximately $65,000. These costs are amortized on a straight-line basis over the term of the debt. Included in Other Assets in the accompanying balance sheet at September 30, 2020 are unamortized loan fees of $116,390. During the three and nine months ended September 30, 2020 and 2019, the Company amortized $20,417, $61,250 and $16,129, $34,531 in loan fees, respectively.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes ASC Topic 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all leases with terms greater than 12 months. Based on certain criteria, leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of 12 months or less, a

  8  
 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

 

lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2020 for smaller reporting companies, and interim periods within those years, with early adoption permitted. The Company will adopt this new standard on January 1, 2021. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” that allows entities to apply the provisions of the new standard at the effective date, as opposed to the earliest period presented under the modified retrospective transition approach and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of Topic 842, including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified. The Company currently expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon its adoption of Topic 842, which will increase the total assets and total liabilities that the Company reports relative to such amounts prior to adoption. 

 

Note 3 – Inventory

 

Inventory as of September 30, 2020 and December 31, 2019 consisted of the following: 

 

    September 30, 2020   December 31, 2019
Parts and supplies   $ 381,907     $ 250,720  
Heavy equipment     7,310,309       4,581,563  
Total   $ 7,692,216     $ 4,832,283  

 

All of the inventory is used as collateral for the line of credit and notes payable (see Notes 6 and 8).

 

Note 4 – Property and Equipment

 

Property and equipment includes assets held for internal use; as of September 30, 2020 and December 31, 2019, such consisted of the following:

 

    September 30, 2020   December 31, 2019
Furniture and fixtures   $ 100,596     $ 100,596  
Leasehold improvements     467,188       467,188  
Vehicles and Equipment     1,619,191       1,483,701  
Total, at cost     2,186,975       2,051,485  
Less - Accumulated depreciation     (1,083,123 )     (871,691 )
Total, Net   $ 1,103,852     $ 1,179,794  

 

Depreciation expense for the three and nine months ended September 30, 2020 and 2019 was $72,681, $211,433 and $56,819, $146,737, respectively.

 

All of the property and equipment is used as collateral for the line of credit and notes payable (see Notes 6 and 8).

 

  9  
 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

 

Note 5 – Rental Equipment

 

Rental equipment as of September 30, 2020 and December 31, 2019 consisted of the following: 

 

    September 30, 2020   December 31, 2020
Rental equipment   $ 6,769,813     $ 6,974,953  
Less - Accumulated depreciation     (3,682,583 )     (2,938,341 )
Total, Net   $ 3,087,230     $ 4,036,612  
                 

Depreciation expense for the three and nine months ended September 30, 2020 and 2019 was $246,845, $744,242 and $240,518, $712,240, respectively.

 

All of the rental equipment is used as collateral for the line of credit and notes payable (see Notes 6 and 8).

 

Note 6 – Lines of Credit

 

On May 22, 2020, the limit on the line of credit with a finance company that provides for borrowing up to $500,000 was increased to $1,050,000. The line of credit is secured by the equipment purchased and is interest free if paid within 180 days from the finance date. After the applicable free interest period, interest calculates as follows: 30 day LIBOR plus 6.75% - rate after Free Period to Day 365, 30 day LIBOR plus 7.00% - Rate Day 366 to 720, 30 Day LIBOR plus 7.25% - Rate Day 721 to 1095, 30 Day LIBOR plus 12.00% Matured Rate Day 1096 and above. Each piece of equipment has it own calculations based on the date of purchase. At September 30, 2020 and December 31, 2019, the amounts outstanding under this line of credit agreement were $324,511 with $725,489 available and $408,033 with $91,967 available, respectively. Interest expense for the three and nine months ended September 30, 2020 and 2019 was $837, $1,551 and $982, $6,232, respectively. The agreement has no expiration date provided the Company does not default.

 

On or about March 31, 2019, the Company entered into a line of credit with a finance company that provides for borrowing and refinancing up to $6.5 million. The credit facility expires March 22, 2022. Interest is due monthly at a rate of 10%, per annum. Principal only becomes due and payable if the Company reaches the maximum balance under the credit facility, which management does not expect to reach. If the maximum balance is reached, the principal becomes payable at 1.25% of the outstanding principal balance per month. The line of credit is secured by substantially all of the Company’s assets, other than those specifically secured by an existing agreement. At September 30, 2020 and December 31, 2019, the amounts outstanding under this line of credit agreement were $5,220,399 with $1,279,600 available for purchases and $6,313,628 with $186,372 available, respectively. Interest expense for the three and nine months ended September 30, 2020 was $134,999 and $437,531, respectively. The interest expense for the same periods of 2019 was $106,545 and $262,157, respectively. 

 

Note 7 – Related-Party Transactions

 

Related-Party Note Payable

 

The Company has a note payable to the Company’s President. The note is interest bearing at 10% per annum, unsecured and payable upon demand. The balance of the note at September 30, 2020 and December 31, 2019 was $252,573 and $334,794, respectively. During the nine months ended September 30, 2020 and 2019, the Company repaid $82,221 and $33,438 respectively, on this note payable. The note incurred $9,955, $27,033 and $11,364, $34,093 in interest expense for the three and nine months ended September 30, 2020 and 2019, respectively. 

 

Lease

 

The Company leases a building and real property in Chico, California under a one year lease agreement from a trust whose trustee is the Company’s President. The lease provides for monthly lease payments of $9,800 per month, and expired on December 1, 2017.

 

  10  
 

 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

 

The Company was leasing the building and real property at the same rate on a month-to-month lease until March 1, 2020 when a one-year agreement was signed renewable at anniversary for up to ten years. The new lease provides for monthly lease payments of $12,000. Rent expense during the nine months ended September 30, 2020 and 2019, was $99,135 and $88,200, respectively.

 

Transactions with Director

 

Two separate customers lost financing for purchases of equipment after already receiving the machines, so the Company sold the machines to the brokerage company of one of the Company’s Directors. The customers are now renting the machines on a rent to own basis and the Company is purchasing the machines from the brokerage. The Company has two notes payable tied to these transactions that at September 30, 2020 and December 31, 2019, have a combined total due of $179,457 and $221,566 respectively. The brokerage made $42,681 on the transactions. The notes are secured by the equipment.

 

Note 8 – Notes Payable 

 

Notes payable as of September 30, 2020 and December 31, 2019 consisted of the following:

 

      September 30, 2020       December 31, 2019  
Payable to insurance company; secured by cash surrender value of life insurance policy; no due date     $ 158,535     $ 158,535  
                 
Note Payable to finance company dated March 20, 2019; interest at 0.0% per annum; monthly payments of $5,000; due at 15 months from issuance; unsecured     —         15,000  
                 
Note Payable to finance company dated June 17, 2019; interest at 2.90% per annum; monthly payments of $4,749; due 48 months from issuance; secured by equipment     150,468       189,467  
                 
Note Payable to finance company dated September 26, 2019; interest at 10.228% per annum; monthly payments of $4,383; due 60 months from issuance; secured by equipment     166,459       197,033  
                 
Note Payable to finance company dated September 13, 2019; interest at 2.90% per annum; monthly payments of $3,422; due at 48 months from issuance; secured by equipment     114,722       142,689  
                 
Note Payable to finance company dated September 18, 2019; interest at 10.52% per annum; monthly payments of $2,143; due at 35 months from issuance; secured by equipment     44,457       59,566  
                 
Note Payable to finance company dated November 1, 2019; interest at 0.0% per annum; monthly payments of $3,000; due 52 months from issuance; final payment of $12,000; secured by equipment     135,000       162,000  
                 
Note Payable to finance company dated November 22, 2019; interest at 0.0% per annum; monthly payments of $934; due 24 months from issuance; secured by equipment     13,961       21,473  
                 
Note Payable to finance company dated February 19, 2020; interest at 8.0% per annum; monthly payments of $16,500 for the first 6 months then $11,520 for the remaining 36 months; due 42 months from issuance; secured by equipment     358,568       —    
                 
Note Payable to finance company dated February 13, 2020; interest at 10.35% per annum; monthly payments of $28,903; due 12 months from issuance; unsecured     127,008       —    
                 
Note Payable to finance company dated March 20,2020; interest at 5.0% per annum; monthly payments of $6,135.98; due 60 months from issuance; secured by equipment     301,044       —    

 

  11  
 

 

 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

 

Note Payable to finance company dated March 20, 2020; interest at 5.0% per annum; monthly payments of $6,135.98; due 60 months from issuance; secured by equipment     301,044        
                 
Note Payable to finance company dated March 20, 2020; interest at 5.0% per annum; monthly payments of $6,135.98; due 60 months from issuance; secured by equipment     301,044        
                 
Note Payable to finance company dated March 20, 2020; interest at 5.0% per annum; monthly payments of $6,135.98; due 60 months from issuance; secured by equipment     301,044        
                 
Note Payable to finance company dated May 1, 2020; interest at 4.95% per annum; monthly payments of $5,709.31; due 60 months from issuance; secured by equipment     284,958        
                 
Note Payable to finance company dated May 22, 2020; interest at 10.582% per annum; monthly payments of $1,489.66; due 60 months from issuance; secured by equipment     64,699        
                 
Note Payable to Small Business Administration, 1% interest per annum, due in installments from month seven (7) to April 21, 2022. Requested forgiveness.  3.75% on portion not forgiven; monthly payments of $731.00; twelve (12) months deferred for a thirty year term     388,442        
                 
Note Payable to finance company dated June 22, 2020; interest at 10.582% per annum; monthly payments of $1,037.45; due 36 months from issuance; secured by equipment     28,548        
                 
Note Payable to finance company dated June 18, 2020; interest at 4.99% per annum; monthly payments of $1,207.47; due 60 months from issuance; secured by equipment     61,164        
                 
Note Payable to finance company dated June 22, 2020; interest at 10.582% per annum; monthly payments of $3,377.42; due 60 months from issuance; secured by equipment     150,660        
                 
Note Payable to finance company dated August 21, 2020; interest at 3.99% per annum; monthly payments of $4,456.50; due 60 months from issuance; secured by equipment     41,864        
                 
Note Payable to finance company dated September 16, 2020; interest at 4.85% per annum; monthly payments of $4,778.59; due 36 months from issuance; secured by equipment     159,800        
                 
Total     3,653,489       945,763  
                 
Less current portion     1,059,971       386,528  
                 
Long-term portion    $ 2,593,518      $ $559,235  

 

Interest expense for all notes payable for the three and nine months ended September 30, 2020 was $165,562 and $298,359, respectively. The interest expense for the same periods of 2019 was $4,121 and $87,266, respectively.

 

  12  
 

 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

 

 

Note 9 – Convertible Notes

 

On or about July 20, 2020 and again on September 16, 2020, the Company and Geneva Roth Remark Holdings, Inc., a New York corporation (“Buyer”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) by which the Buyer purchased and the Company issued and sold convertible notes of the Company, in the aggregate principal amount of $120,000 (the “Notes”), convertible into shares of common stock of the Company (the “Common Stock”).

 

A summary of the terms of the Note are as follows:

 

The principal amount of the Notes is $120,000, with an interest rate of 10% per annum, and a maturity date of July 20, 2021 and September 16, 2021 net of direct loan costs of approximately $6,000.

 

Any amount of principal or interest which is not paid by the maturity date shall bear interest at the rate of 22% per annum from the due date thereof. The Note holds conversion rights, whereby the Buyer has the right from time to time, and at any time after 180 days from July 20, 2020 and ending on the later of: (i) July 20, 2021 and (ii) the date of payment of the Default Amount (payable only in the event of a default), to convert the outstanding amounts of the Note into fully paid and non-assessable shares of Common Stock, at the Conversion Price (defined below). Principal may be repaid before the Maturity Date at the following premiums:

 

Prepayment Period Prepayment Percentage
1.   The period beginning on the Issue Date and ending on the date which is 60 days following the Issue Date.

 

120%

2.   The period beginning on the date which is 61 days following the Issue Date and ending on the date which is 90 days following the Issue Date.

 

125%

3.   The period beginning on the date that is 91 days from the Issue Date and ending 150 days following the Issue Date.

 

130%

4.   The period beginning on the date that is 151 days from the Issue Date and ending 180 days following the Issue Date

 

135%

 

 

If not paid at Maturity Date, the Conversion Price shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 65% multiplied by the Market Price (as defined below) (representing a discount rate of 35%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service. 66,000,000 shares have been reserved for possible conversion and principal and interest will increase to 150% in the event of default.

 

Management intends to pay the Note at or prior to the Maturity Date and will accrete the discount, together with the expected prepayment premium amount, over the expected term not to exceed 180 days. As of September 30, 2020, the accrued and accreted Interest Expense for these convertible notes was $9,217 and $32,783, respectively. 

 

Note 10 – Revenues

 

During the three and nine months ended September 30, 2020 and 2019, revenues and costs related to domestic and foreign sales of equipment are as follows:

 

    Three Months Ended September   Nine Months Ended September
    2020   2019   2020   2019
Equipment Revenues and Other                                
Domestic   $ 5,880,412     $ 3,302,228     $ 9,101,566     $ 10,702,161  
Export     —         —         —         517,000  
Total Revenues and Other   5,880,412     3,302,228     9,101,566     11,219,161  

 

  13  
 

 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

 

Cost of Revenues and Other                                
Domestic   5,071,886     2,084,949     7,418,541     8,350,910  
Export     —         —         —         403,298  
Total Cost of Revenues and Other     5,071,886       2,084,949       7,418,541       8,754,208  
                                 
Gross Profit   $ 808,526     $ 1,217,279     $ 1,683,025     $ 2,464,953  
                                 

 

During the nine months ended September 30, 2020 and 2019, there were no foreign rentals of equipment.

 

Note 11 – Joint Venture

 

In 2019, the Company entered into a joint venture with one of its long-time collaborators whereby costs and profits are shared equally. This arrangement was made in order to purchase 30 machines from a closing terminal in Seattle, Washington for $1,089,000. At September 30, 2020, the Company had repaid $17,500 (for equipment sold). During the same time period, the Company also remitted $61,651 in joint venture profits. The amount due to the collaborator as of September 30, 2020 and December 31, 2019 was $442,000 and $459,500, respectively.

 

Note 12 – Commitments and Contingencies

 

From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There were two pending legal proceedings which were subsequently dismissed as the Company reached a combined confidential settlement agreement. As of September 30, 2020, this agreement is reflected on the balance sheet in the amount of $398,700. Should the Company default on payment, a $200,000 penalty will be added to the remaining balance due.

 

See Note 7 for related party operating lease.

 

Note 13 – Common Stock

 

On September 14, 2020, the Company entered into an agreement with M Vest LLC, a FINRA registered broker-dealer, contracting their services. In addition to monetary compensation, the Company paid out 2,000,000 fully vested shares of the Company’s Common Stock. The shares of Common Stock will have unlimited piggyback registration rights and the same rights afforded other holders of the Company’s Common Stock. We recorded compensation expense totaling $23,800 based on the quoted market price of the Company’s Common Stock.

 

Note 14 – Subsequent Events

 

On October 23, 2020, the Company submitted the Paycheck Protection Forgiveness Application to its financial institution According to their response, the bank can take up to 60 days to review the documents for accuracy before then submitting to the SBA. The SBA can then take up to 90 days to complete their review and determination of the request. Based on the form calculation table, the Company is eligible for 100% forgiveness of the PPP loan that was funded on May 1, 2020 equal to $228,442.

 

On or about October 16, 2020, the Company redeemed 26,799,998 shares of common stock from two former employees at zero cost to the Company. These shares were returned to authorized, but unissued status. On or about October 22, 2020, the Company redeemed 1,000,000 shares of common stock from a former employee at a minimal cost to the company. These shares were returned to authorized, but unissued status.

 

  14  
 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

 

FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements often can be identified by the use of terms such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. Readers should not place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

Recent Developments Related to the COVID-19 Outbreak

 

All of the disclosures set forth in this Item 2 should be read in the context of the recent COVID-19 related developments discussed immediately below.  All of the disclosures recited in “Recent Developments Related to the COVID-19 Outbreak” are as of the date of this filing.

 

The occurrence of the COVID-19 pandemic may negatively affect our operations depending on the severity and longevity of the pandemic.

 

The COVID-19 pandemic is currently impacting countries, communities, supply chains and markets as well as the global financial markets. The pandemic has resulted in social distancing, travel bans and quarantine, and this has limited and may continue to limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the SEC. Depending on the severity and longevity of the COVID-19 pandemic, our business, customers, and shareholders may experience a significant negative impact. (See Financial Statements, Note 2 – Summary of Significant Accounting Policies – Risks and Uncertainties.)

 

 

 

 

 

 

 

  15  
 

COVID-19 Update

 

We have been approved by the Small Business Administration (SBA) for the following financial assistance:

 

 

We received $228,442 under the SBA Paycheck Protection Program 442 to cover payroll and utility expenses during the Pandemic. We believe we are following the government guidelines and tracking costs to ensure 100% forgiveness of the loan. 

 

 

  We have been approved for up to $2,000,000 by the SBA for a Disaster Assistance Loan and have received an initial $10,000 advance on the loan as well as an additional $150,000 installment. We have submitted the required paperwork to receive the balance which will be funded in $150,000 installments over the course of the next two years.

 

We are mandating a work-from-home policy for our sales, administrative, and accounting employees. Shop employees are servicing contracts with our essential customers and are often traveling to do so. They are practicing social distancing and we are only allowing one customer in the facility at a time. We have worked out payment schedules with our customers in need of assistance and, in turn, have accepted all assistance offered by our vendors.

 

Overview of the Business

We sell, lease, and rent heavy equipment to companies within four industries: construction (light and infrastructure), shipping logistics, mining, and commercial farming. With customers in the United States, Canada, Latin America, Asia and Africa, we have over 30 years of experience in heavy equipment sales and service and inventories of top-of-the-line equipment from manufacturers such as Taylor Machine Works Inc. and Terex Heavy Equipment. We were originally incorporated as Hamre Equipment Company, Inc. in California on November 17, 1989. We merged into AmeraMex International, Inc., a Nevada corporation, on November 2, 2006.

 

Results of Operations  

 

   

THREE MONTHS

ENDED

SEPTEMBER 30,

 

NINE MONTHS

ENDED

SEPTEMBER 30,

      2020       2019       2020       2019  
REVENUES                                
Sales of Equipment and Other Revenues   $ 5,168,949     $ 2,724,589     $ 7,106,628     $ 9,395,942  
Rentals and Leases     711,463       577,639       1,994,938       1,823,219  
Total Revenues     5,880,412       3,302,228       9,101,566       11,219,161  
                                 
COST OF REVENUES                                
Sales of Equipment and Other Revenues     4,824,488       1,842,974       6,673,745       8,040,510  
Rentals and Leases     247,398       241,975       744,796       713,698  
Total Cost of Revenues     5,071,886       2,084,949       7,418,541       8,754,208  
                                 
GROSS PROFIT     808,526       1,217,279       1,683,025       2,464,953  
                                 
OPERATING EXPENSES                                
Selling Expense     136,591       127,488       284,591       315,447  
General and Administrative     223,980       283,513       1,201,065       780,881  
Total Operating Expenses     360,571       411,001       1,485,656       1,096,328  
                                 
INCOME FROM OPERATIONS     447,955       806,278       197,369       1,368,625  
                                 
OTHER INCOME (EXPENSE)                                
Interest Expense     (366,725 )     (135,541 )     (887,522 )     (571,275 )
Loss from Early Extinguishment of Debt     —         —         —         (482,908 )
Other Income (Expense)     (346 )     52,680       (1,648 )     53,913  
Total Other Expense     (367,071 )     (82,861 )     (889,170 )     (1,000,270 )
                                 
INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES     80,884       723,417       (691,801 )     368,355  
                                 
PROVISION (BENEFIT) FOR INCOME TAXES     21,434       209,791       (183,332 )     113,315  
                                 
NET INCOME (LOSS)   $ 59,450     $ 513,626     $ (508,469 )   $ 255,040  

 

  16  
 

Revenue

Nine Months Ended September 30, 2020. We had revenue of $9,101,566 for the nine months ending September 30, 2020 as compared to revenue of $11,219,161 for the nine months ending September 30, 2019, a 19% decrease. Sales of Equipment and Other Revenues for the nine months ending September 30, 2020 were $7,106,628 and made up 78% of our Total Revenues. For the nine months ending September 30, 2019, Sales of Equipment and Other Revenues made up $9,395,942, or 84%, of Total Revenues. The remaining portion of Total Revenues, Rentals and Leases, for the respective periods were $1,994,938, or 22%, in 2020 and in 2019, Rentals and Leases made up 16% of Total Revenues and totaled $1,823,219.

 

Three Months Ended September 30, 2020. Revenue for the three months ending September 30, 2020 was $5,880,412 compared to $3,302,228 for the same time during 2019, a 78% increase. Sales of Equipment and Other Revenues for the three months ending September 30, 2020 was $5,168,949 and made up 88% of our Total Revenues. For the three months ending September 30, 2019, Sales of Equipment and Other Revenues made up $2,724,589, or 83% of Total Revenues. The remaining portion of Total Revenues, Rentals and Leases, for the respective periods were $711,463, or 12%, in 2020 and in 2019, Rentals and Leases made up 17% of Total Revenues and totaled $577,639. Sales of Equipment and Other Revenues was down 24% year over year due to the COVID-19 pandemic which shut down our state and halted all major sales from March 2020 through June 2020. Rentals and Leases increased by 9% due to three new long term rental contracts that started in April 2020, none of which were included in September 30, 2019.

 

Cost of Revenue

Nine Months Ended September 30, 2020. We had costs of revenue of $7,418,541 for the nine months ending September 30, 2020 as compared to costs of $8,754,208 for the nine months ending September 30, 2019. Our costs decreased by $1,335,667, or 15%, as our revenues decreased by 19%. We experienced an increase in gross profit as a percentage of Sales of Equipment and Other Revenues from 74% during the nine months ended September 30, 2019 to 76% for the nine months ended September 30, 2020 as our costs were down.

 

Three Months Ended September 30, 2020. Costs of revenue for the three months ending September 30, 2020 were $5,071,886 compared to the same time in 2019 of $2,084,949 an increase of 143% as our revenue increased. We had an increase in gross profit as a percentage of Sales of Equipment and Other Revenues from 55% during the three months ending September 30, 2019 to 84% for the three months ended September 30, 2020 as our sales were up.

 

Operating Expenses

Nine Months Ended September 30, 2020. We experienced an increase in operating expenses with $1,485,656 in the nine months ending September 30, 2020 as compared to $1,096,328 in the nine months ending September 30, 2019. The nine month increase of approximately 36% is primarily due to our increase in legal and accounting expenses.

 

Three Months Ended September 30, 2020. Operating expenses were down $50,430 when comparing the three months ending September 30, 2020 to the three months ending September 30, 2019.

 

Interest Expense

Nine Months Ended September 30, 2020. During the first nine months ended 2019 as compared to the first nine months ended 2020, our Interest Expense increased from $571,275 to $887,522. This increase is due entirely to the financing of new equipment purchases.

 

Three Months Ended September 30, 2020. The three months ending September 30, 2020 compared to the three months ending September 30, 2019 shows an increase in interest expense from $135,541 to $366,725.

 

Operating Results

We had a net loss of $508,469 for the nine months ending September 30, 2020 as compared to net profit of $255,040 for the nine months ending September 30, 2019. In connection with the global pandemic, multiple equipment sales were put on hold until things return to normal. This delay resulted in a net loss for the first nine months of 2020. Please see Note 2 for more details. As our state and country slowly reopen, we are seeing our Sales of Equipment increase which is reflected in our three month ending September 30, 2020 profit of $59,450.

 

Liquidity

Moving forward, the Company expects to generate sufficient cash flows from operations to meet its obligations, and expects to continue to obtain financing for equipment purchases in the normal course of business. The Company believes that its expected cash flows from operations, together with its current credit facility, will be sufficient to operate in the normal course of business for the next 12 months from the issuance date of these financial statements.

 

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

 

Seasonality

Our operating results are not affected by seasonality.

 

Inflation

Our business and operating results are not affected in any material way by inflation.

 

Critical Accounting Policies

The SEC issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The nature of our business generally does not call for the preparation or use of estimates. Due to that fact, we do not believe that we have any such critical accounting policies. 

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES 

 

Evaluation of Disclosure Controls and Procedures

 

Our management, under the supervision of our President and Chief Financial Officer performed an evaluation (the “Evaluation”) of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide a reasonable level of assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our President and Chief Financial Officer concluded that, as of September 30, 2020, due to the presence of material weaknesses described below, our disclosure controls and procedures were ineffective.

 

There can be no assurance that our disclosure controls and procedures will detect or uncover all failures of persons within our Company and our consolidated subsidiaries to disclose material information otherwise required to be set forth in our periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.

 

Management’s Report on Internal Control Over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal controls over financial reporting for our Company. Internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failure. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

We assessed the effectiveness of our internal control over financial reporting as of September 30, 2020. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission’s Internal Control-Integrated Framework. As a result of this assessment, we have determined that our internal control over financial reporting was ineffective as of September 30, 2020 with material weakness in our internal control over financial reporting continuing to exist at September 30, 2020, due, in part, to our continued inability to install and utilize a system wide work order software.

 

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. 

 

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Changes in Internal Control Over Financial Reporting

 

An evaluation was performed under the supervision of our management, including our President and Chief Financial Officer, of whether any change in our internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) occurred during the quarter ended September 30, 2020. Based on that evaluation, our management, including our President and Chief Financial Officer, concluded that there were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

  

We anticipate that we will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations. As of the filing of this Report, we have no legal proceedings pending.

 

ITEM 1A. RISK FACTORS

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibit No.   Description
     
  31.1     Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2     Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32     Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  101. INS   XBRL Instance Document
  101. SCH   XBRL Taxonomy Extension Schema Document
  101. CAL   XBRL Taxonomy Extension Calculation Linkbase Document
  101. DEF   XBRL Taxonomy Extension definition Linkbase Document
  101. LAB   XBRL Taxonomy Extension Label Linkbase Document
  101. PRE   XBRL Taxonomy Extension Presentation Linkbase Document

  

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SIGNATURES

 

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

  AMERAMEX INTERNATIONAL, INC.  
       
Date: November 13, 2020 By: /s/ Lee Hamre  
   

Lee Hamre

President 

 
     
       
       
Date: November 13, 2020 By: /s/ Hope Stone    
   

Hope Stone  

Chief Financial Officer 

 
     
           

 

  

 

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