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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2021

 

Or

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to __________________

 

Commission file number: 000-56054

 

AmeraMex International, Inc.

(Exact name of registrant as specified in its charter)

 

 Nevada   88-0501944

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

 

3930 Esplanade

Chico, CA

  

 

95973

(Address of principal executive offices)   (Zip Code) 

 

Registrant’s telephone number, including area code: 530-895-8955 

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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

 

Common Stock, $0.001 par value per share

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  

☐ Yes   ☑   No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes   ☑   No

 

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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☑  Yes   ☐ No

 

 

 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periods that the registrant was required to submit and post such files). ☑  Yes   ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes   ☑   No

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

 

On June 29, 2021, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock held by non-affiliates of the Registrant was $2,120,261 based upon the closing price on that date of the Common Stock of the Registrant on the OTCQB marketplace of $0.41.

 

The Registrant had 14,629,155 shares of Common Stock outstanding as of March 31, 2022.

 

DOCUMENTS INCORPORATED BY REFERENCE: None. 

 

  

 

 
TABLE OF CONTENTS  
       
      Page
PART I      
ITEM 1.   BUSINESS 4
ITEM 1A.   RISK FACTORS 9
ITEM 1B.   UNRESOLVED STAFF COMMENTS 9
ITEM 2.   PROPERTIES 9
ITEM 3.   LEGAL PROCEEDINGS 9
ITEM 4.   MINE SAFETY DISCLOSURES 9
       
PART II      
ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 9
ITEM 6.   SELECTED FINANCIAL DATA 11
ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11
ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 15
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 16
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 33
ITEM 9A.   CONTROLS AND PROCEDURES 33
ITEM 9B.   OTHER INFORMATION 34
       
PART III      
ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 35
ITEM 11.   EXECUTIVE COMPENSATION 38
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 39
ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 40
ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES 40
       
PART IV      
ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES 41
       
SIGNATURES     42

 

 

 2 

 

  PART I

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K (this “Annual Report”) contains 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 forward-looking statements are not historical facts, but rather are based on our current expectations, estimates, and projections about us and our industry. You can identify these forward-looking statements when you see us using words such as “expect,” “anticipate,” “estimate,” “plan,” “believe,” “seek,” and other similar expressions that are intended to identify forward-looking statements. They include, but not limited to. statements regarding our:

 

This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are not historical facts, but rather are based on our current expectations, estimates, and projections about us and our industry. You can identify these forward-looking statements when you see us using words such as “expect,” “anticipate,” “estimate,” “plan,” “believe,” “seek,” and other similar expressions that are intended to identify forward-looking statements. They include statements regarding our:

 

  ● Financial position;

 

  ● Business plans;

 

  ● Budgets;

 

  ● Amount, nature, and timing of capital expenditures;

 

  ● Cash flow and anticipated liquidity;

 

  ● Future operations of unknown nature costs;

 

  ● Acquisition and development of other technology;

 

  ● Future demand for any products and services acquired; and

 

  ● Operating costs and other expenses.

 

Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, some of which are beyond our control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted. All statements other than statements of historical facts included in this Annual Report including, without limitation, any projections and assumptions in this Annual Report, are forward-looking statements. Although we believe the expectations and forecasts reflected in these and other forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results include, but are not limited to:

 

  ● General economic conditions;

 

  ● Our cost of operations;

 

 3 

 

  ● Our ability to generate sufficient cash flows to continue operating;

 

  ● Availability of capital;

 

  ● The strength and financial resources of our competitors;

 

  ● Our ability to find and retain skilled personnel; and

 

  ● The lack of liquidity of our Common Stock.

 

You should not place undue reliance on these forward-looking statements, which reflect our management’s view only on the date of this Annual Report. We undertake no obligation to update these statements or to report the result of any revision to the forward-looking statements that we may make to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.

 

ITEM 1. BUSINESS.

 

Recent Developments Related to the COVID-19 Outbreak

 

All of the disclosures set forth in Item 1 below 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 has and may continue to 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 businesses as well as the global financial markets. The COVID-19 pandemic has resulted in in social distancing, travel bans, and quarantine measures, which have limited access to our facilities, customers, management, support staff, and professional advisors. These factors, in turn, have impacted and may continue to impact our operations, financial condition, and demand for our goods and services as well as our overall ability to react timely to mitigate the impact of this event. Also, the COVID-19 pandemic has hampered and may continue to 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 continue to experience a significant negative impact.

 

With the vaccination of multiple employees and as the State of California reduces restrictions, our sales, administrative, and accounting employees have returned to our main office. We are continuing our extended cleaning efforts and restrictions on the number of customers allowed inside the facility at a time. Shop employees are servicing contracts with our essential customers and are often traveling to do so. All employees are practicing social distancing.

 

In connection with the COVID-19 pandemic, we received the following financial assistance from the Small Business Administration (SBA):

 

  (1) $228,442 under the SBA Paycheck Protection Program 442 to cover payroll and utility expenses. We received 100% forgiveness of this loan;
     
  (2) $150,000 under the COVID-19 Economic Injury Disaster Loan. On April 7, 2021 we received email notification of an increase in this loan from $150,000 to $500,000. That same day, we submitted our request for the increase; and

     
  (3) $254,147 under the SBA Paycheck Protection Program – Round 2 442 to cover payroll and utility expenses. We believe we are following the government guidelines and tracking costs to ensure 100% forgiveness of the loan;

 

 4 

 

General

 

The following is a summary of some of the information contained in this document. Unless the context requires otherwise, references in this document to “our Company,” “us,” “we,” “our,” “AmeraMex,” or the “Company” are to AmeraMex International, Inc.

 

Organization

 

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.

 

Objectives

 

Continue to develop and expand the availability of our products to the heavy equipment industry;

 

Expand online, direct, wholesale, and government sales (both domestic and international); and

 

Expand our construction equipment division.

 

Description of Business and Principal Products or Services

 

We sell, lease, and rent heavy equipment to companies within five industries:

 

  1. Construction (light and infrastructure);

 

  2. Shipping logistics;

 

  3. Mining;

 

  4. Commercial farming; and

 

  5. Forestry.

 

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., ASV and Terex Heavy Equipment.

 

Our parts warehouse contains a sizeable heavy equipment parts inventory, ensuring that we have the necessary parts on hand to maintain and repair all lines of represented equipment. Our in-house and field technicians solve service needs to get equipment back on the job as quickly as possible.

 

Our service facility is equipped with overhead cranes, a paint shop, and a welding-fabricating shop. The facility includes modern, specialized tools and state-of-the-art diagnostic equipment. Our service staff has access to manufacturers’ technical specifications to speed repairs.

 

Distribution Network

 

We sell, lease, and rent heavy equipment to a wide variety of industries, including construction, mining, infrastructure, logging, logistics, transportation, and commercial farming. We are authorized dealers for manufacturers such as Taylor Machine Works, Terex Heavy Equipment, Barko Hydraulics, Genie, and Menzi Muck.

 

We acquire used equipment for resale through trade-ins from our customers, returned customer leases, and selective purchases. We also sell parts and provide repair and maintenance services directly to customers at our Northern California location.

 

Hamre Heavy Haul, one of our divisions, operates a fleet of heavy haul equipment which includes a fleet of Kenworth trucks and Cozad heavy haulers to transport heavy equipment for our purchase and lease customers as well as others throughout the United States.

 

 5 

 

Our end-user base is diverse and fragmented, including, among others, light and heavy manufacturers, trucking and automotive companies, rental companies, building materials and paper suppliers, lumber, metal products, warehouses, retailers, food distributors, container handling companies, and domestic and foreign government agencies.


 

 

We obtain new customers in several different ways:

 

●Current customer referrals;

 

●Website;

 

●Billboard advertisements;

 

●Company location where our inventory yard is highly visible from the freeway;

 

●Monitoring government websites, bidding on jobs and winning contracts; and

 

●Authorized equipment maker referrals.

 

Governmental Regulation

 

We are subject to numerous federal, state, and local rules and regulations, including regulations promulgated by the Environmental Protection Agency (EPA) and similar state agencies with respect to storing, shipping, disposing, discharging, and manufacturing hazardous materials and hazardous and non-hazardous waste. These activities are associated with the repair and maintenance of our equipment and customers’ equipment. Compliance with these rules and regulations has not had any material effect on our operations, nor do we expect it to in the future. Further, we have not made, and do not anticipate making, any material capital expenditures in compliance with environmental regulations. However, there can be no assurance that these expectations will prove to be accurate, particularly if regulations change, unforeseen incidents occur or unknown past contamination or non-compliance is discovered, among other similar events.

 

Jumpstart Our Business Startups Act

 

We qualify as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we did not have more than $1,070,000,000 in annual gross revenue and did not have such amount as of December 31, 2020, our last fiscal year.

 

We may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $1,070,000,000 or (ii) we issue more than $1,070,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if at any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement.

 

As an emerging growth company, we may take advantage of specified reduced reporting and other burdens that are otherwise applicable to generally reporting companies. These provisions include:

 

● a requirement to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in a public offering registration statement;
   
● an exemption to provide less than five years of selected financial data in a public offering registration statement;
   
● an exemption from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act in the assessment of the emerging growth company’s internal control over financial reporting;
   
● an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies; and
   
● an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit partner rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;

 

 6 

 

History

 

We have grown from a used forklift dealer in Northern California to the owner and operator of a multi-million dollar fleet of heavy equipment for sale, lease, or rent to companies in the United States, Canada, Latin America, Asia, and Africa.

 

We have three business units:

 

1. Hamre Equipment;

2. Hamre Heavy Haul; and

3. Hamre Parts & Service.

 

These units are authorized dealers for well-known equipment manufacturers and carry a large inventory of heavy equipment and Hamre Parts & Service includes a complete maintenance organization with a large parts inventory and service department.

 

We supply heavy equipment to many different industries. Currently, the majority of our revenue is from the sales of new and refurbished container handlers to portside logistics companies. In addition to this line of work, we have an extensive equipment inventory for infrastructure development. Growing demand for infrastructure development typically calls for equipment to be rented, rather than purchased, allowing us to maximize the use of our inventory.

 

The Hamre Heavy Haul business unit includes a customized fleet of heavy haul equipment and was initially formed to transfer heavy equipment for us, however, in recent years, we have expanded this unit to market our heavy haul services to third-party companies throughout the United States.

 

Strategy

 

We have a clearly defined strategy to find opportunities that expand our reach within the United States and internationally. We now have customers in over 12 countries. As we continue to sell new equipment to U.S. customers, we purchase older equipment from well-respected brands that may not meet EPA Tier III requirements in the U.S., and refurbish the equipment to like-new condition. The equipment is sold AS IS with NO warranty agreement. The equipment is then marketed internationally. Our target markets for sales of new and refurbished equipment are:

 

  • Canada

  • Indonesia

  • Pakistan

  • Germany

  • Singapore

  • Vietnam

  • China

  • Russia

  • India

  • The Middle East

  • West Africa

  • Central America

  • Mexico

 

Opportunities

 

We believe the demand for leased or rented equipment is growing. Companies within the construction and logistics industries hesitate to purchase equipment that may become idle if related markets weaken. Additionally, the cost of many types of heavy-duty equipment and container handlers has increased substantially because of new federal emission control standards. Due to these and other concerns, many companies forgo purchasing and instead rent or lease needed equipment.

 

Internationally, our ongoing expansion, specifically within Western Africa, allows us to take advantage of the improving global infrastructure construction market and the increased import and export of natural resources. We have already established marketing opportunities within the governments of several West African countries. 

 

 7 

 

The current trade issues with China have no bearing on our business or current plans. However, trade issues between the United States and China are constantly evolving and the future could bring about potential negative impacts on our business, including increased costs and higher prices.

 

Market

 

Our market is highly competitive and constantly changing. Commercial success is frequently dependent upon capital availability, the effectiveness and sufficiency of which are very difficult to accurately predict. It is one of the principal economic risks of companies in our industry.

 

According to the “Heavy Construction Equipment Market Will Reach $90.4 Billion by 2025,” published by Grand View Research in January 2019/2020 (the “Construction Equipment Report”): The global heavy construction equipment market size is expected to reach $90.4 billion by 2025 at a CAGR of 5.4%. Increased investment of infrastructure will be a major factor in driving market growth.

 

Competition

 

There are a large number of companies and individuals engaged in the provision of construction equipment; accordingly, there is a high degree of competition in our industry. Many of the companies and individuals with whom we compete have substantially greater technical, personnel, and financial resources than us. In view of our limited financial resources, we will continue to be at a significant competitive disadvantage compared to our competitors.

 

According to the Construction Equipment Report, global vendors such as Caterpillar, Komatsu Ltd., and AB Volvo are some of the leading market players in the heavy equipment industry. These vendors dominate the market in terms of technology, experience, and quality.

 

A rise in prominence of Chinese vendors in the industry has been observed in the last few years. Manufacturers in China have capitalized on government-funded infrastructure projects and are continuously evolving and in some circumstances, acquiring European vendors.

 

Some other key players in the market for heavy duty construction equipment are Hitachi Construction Machinery Co. Ltd., Liebherr, Deere & Company, Doosan Bobcat, XCMG Group, SANY Group, and Zoomlion Heavy Industry Science & Technology Co. Ltd.

 

Amount Spent on Research and Development

 

None.

 

Employees

 

As of the date hereof, we have 19 full time and 2 part time employees. In addition to our employees, we utilize various consultants and contractors for other services on an as-needed basis.

 

FINRA Corporate Action/Information Statement on Form 14C

 

On December 21, 2020, we effected a one for fifty (1:50) reverse stock split (the “Reverse Stock Split”). To effect the Reverse Stock Split, we filed a Certificate of Amendment to our Restated Certificate of Incorporation with the Nevada Secretary of State. The Reverse Stock Split was approved by our Board of Directors on September 9, 2020 and by our stockholders on September 11, 2020, by a written consent in lieu of a special meeting of stockholders.

 

As a result of the Reverse Stock Split, every 50 shares of issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split and any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share. Following the Reverse Stock Split, the number of shares of Common Stock outstanding was reduced from 753,415,879 shares to 15,068,317 shares. There was no change to the number of authorized shares.

 

Unless otherwise indicated, all share and per share amounts included in this Annual Report reflect the effects of the Reverse Stock Split. 

 

 8 

 

Additional Information  

 

We file annual, quarterly, and other reports, proxy statements and other information with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding us and other issuers that file electronically with the SEC.  

 

Our corporate website address is www.ammx.net. We make available free of charge, through the Investor Relations section of our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information which appears on our corporate website is not part of this Annual Report.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 2. PROPERTIES

 

We lease a building and real property in Chico, California from a trust whose trustee is Lee Hamre, our President for monthly lease payments of $12,000. We are currently leasing the building and real property through a lease that renews annually. The total rent for 2021 was $144,000, and the total rent for 2020 was $139,600.

 

ITEM 3. 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 give any assurance 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 date of this Annual Report, we have no legal proceedings pending.  

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable. 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES  

 

Market Information

 

Our stock is traded on the OTCQB Venture Market (“OTCQB”) operated by the OTC Markets Group, Inc. Our trading symbol is AMMX. Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell their securities in our Company.   

 

The following table sets forth the range of high and low bid quotations for our Common Stock for each of the periods indicated as reported by the OTCQB within the two most recent fiscal years. These quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

 

 9 

 

Fiscal Year Ended December 31, 2021
Quarter Ended High $ Low $
December 31, 2021 0.46 0.31
September 30, 2021 0.56 0.41
June 30, 2021 0.69 0.56
March 31, 2021 0.70 0.42
Fiscal Year Ended December 31, 2020
Quarter Ended High $ Low $
December 31, 2020 0.48 0.38
September 30, 2020 0.54 0.43
June 30, 2020 0.49 0.49
March 31, 2020 0.55 0.52

 

Holders of our Common Stock  

 

We have approximately 257 record holders of our Common Stock as of the date of this Annual Report according to the records of our transfer agent. The number of our stockholders of record excludes any estimate by us of the number of beneficial owners of shares held in street name, the accuracy of which cannot be guaranteed.  

 

Our transfer agent is Pacific Stock Transfer Company, 6725 Via Austi Parkway, #300, Las Vegas, Nevada, 89119. Their telephone number is (800) 785-7782.

 

Dividends

 

We have not declared a dividend on our Common Stock, and we do not anticipate the payment of dividends in the near future as we intend to reinvest our profits to grow our business.

 

There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, does prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

 

  • we would not be able to pay our debts as they become due in the usual course of business; or
     
  • our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

Employees Stock Compensation Plan

 

We do not have a Stock Option Plan as of the date of this filing.

 

Recent Sales of Unregistered Securities

 

During 2019, we did not issue any shares of common or preferred stock.

 

On April 28, 2021, the Company paid out 80,000 fully vested shares of the Company’s Common Stock as final payment per the contract between the Company and M Vest LLC, an SEC registered, FINRA member broker-dealer for services. The shares of Common Stock have and the same rights afforded other holders of the Company’s Common Stock.

 

All issuances have been exempt from the registration requirements of Section 5 of the Securities Act of 1933 as they did not involve a public offering under Section 4(a)(2) and were issued as restricted securities as defined in Rule 144 of the Act.

 

 10 

 

ITEM 6. SELECTED FINANCIAL DATA

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.  

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION  

 

The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Annual Report.

 

Forward Looking Statements  

 

Certain statements contained in this Annual Report, including statements regarding the anticipated development and expansion of our business, our intent, belief, or current expectations, primarily with respect to our future operating performance and the products and services we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also forward-looking statements which involve risks, uncertainties, and assumptions. Because forward-looking statements are inherently subject to risks and uncertainties, our actual results may differ materially from the results discussed in the forward-looking statements. The following discussion and analysis of financial condition and results of our operations is based upon, and should be read in conjunction with, the audited financial statements and related notes elsewhere in this Annual Report.

 

Overview  

 

We sell, lease, and rent heavy equipment to companies within four industries: construction (light and infrastructure), shipping logistics, mining, forestry, 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 maintain inventories of top-of-the-line equipment from manufacturers such as Taylor Machine Works Inc., ASV, 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. 

 

 11 

 

Selected Financial Data 

 

Statements of Income for the Years Ended December 31, 2021 and 2020. 

 

    2021   2020
REVENUES        
Sales of Equipment and Other Revenues   $ 22,253,695     $ 9,665,607  
Rentals and Leases     2,468,143       2,613,513  
Total Revenues     24,721,838       12,279,120  
                 
COST OF REVENUES                
Sales of Equipment and Other Revenues     18,878,245       9,566,702  
Rentals and Leases     815,830       942,954  
Total Cost of Revenues     19,694,075       10,509,656  
                 
GROSS PROFIT     5,027,763       1,769,464  
                 
OPERATING EXPENSES                
Sales and Marketing     834,633       454,806  
Legal Settlement     --         428,700   
General and Administrative     1,029,164       944,567  
Total Operating Expenses     1,863,797       1,828,073  
PROFIT (LOSS) FROM OPERATIONS     3,163,966       (58,609)  
                 
OTHER INCOME (EXPENSE)                
Interest Expense     (943,442 )     (1,047,330 )
Loss from Early Extinguishment of Debt      (110,551 )     (90,925 )
Forgiveness of Debt, and Other Expenses, Net     268,691        222,517  
Total Other Expense     (785,302)       (915,738 )
                 
INCOME BEFORE PROVISION(BENEFIT) FOR INCOME TAXES     2,378,664       (974,347 )
                 
PROVISION (BENEFIT) FOR INCOME TAXES     746,917       (391,657 )
                 
NET PROFIT (LOSS)   $ 1,631,747     $ (582,690 )

 

  

 12 

 

Results of Operations for the Fiscal Year Ended December 31, 2021 as compared to the Fiscal Year Ended December 31, 2020

 

We had revenues of $24,721,838 for the year ended December 31, 2021 as compared to revenue of $12,279,120 for the year ended December 31, 2020, a 101% increase. This increase is attributed to the conversion of six machines from long-term rent to sales, a multi-machine purchase by one of our long-term customers, the momentum our industry has experience since the re-opening of the State of California after the pandemic and the reduced interest rates our customers have secured while obtaining financing.

 

We had costs of revenue of $19,694,075 for the year ended December 31, 2021 as compared to costs of $10,509,656 for the year ended December 31, 2020. Our costs increased by $9,184,419, or 87%. This increase is as a result of purchasing significantly more machines to meet the demand.

 

We experienced an increase in operating expenses of $1,863,797 in 2021 as compared to $1,828,073 in 2020. This is an increase of approximately 2% in operating expenses. However, if we remove the legal settlement that caused the higher operating costs in 2020, the increase year over year is 33%. The majority of this increase is made up from selling expenses which were almost double when comparing the two years. This is consistent with the increase in Total Sales numbers.

 

We had net profit of $1,631,747 for the year ended December 31, 2021 as compared to net loss of $582,690 for the year ended December 31, 2010. We had an increase of $2,214,437 in our net income due to the record-breaking sales made in 2021 fiscal year.

 

Sales of Equipment and Other Revenues in 2021 were $22,253,695 and made up 90% of our Total Revenues and in 2020 made up $9,665,607, or 79%, of Total Revenues. The remaining portion of Total Revenues, Rentals and Leases, was $2,468,143, or 10%, in 2021 and in 2020, Rentals and Leases made up 21% of Total Revenues and totaled $2,631,172.

 

Gross profit on Sales of Equipment and Other Revenues in 2021 increased from $98,905 in 2020 to $3,375,450 in 2021. During the first six months of 2020, we had significantly lower labor and hauling revenue due to the Pandemic. While business improved during the last six months of 2020, we couldn’t make up the deficit of the first six months. However, we had record-breaking sales all throughout 2021 as Pandemic-related restrictions eased and lifted, and the country better adapted to the effects of COVID-19.

 

From 2020 to 2021, Sales of Equipment and Other Revenues increased $12,588,088, or 130% while during the same period Rentals and Leases decreased $145,370, or 6%. In 2021, while we did obtain new rental contracts throughout the year, six rental contracts were converted to sales which accounts for the decrease year over year in Rental Revenue. At the same time, Equipment Sales were at record highs compared to the record lows of 2020 due to the Global Pandemic.

 

We experienced an increase in operating expenses from $1,863,797 in 2021 as compared to $1,828,073 in 2020. This increase of approximately 2% in operating expenses is a result of the combined record sales for 2021 and of the Global Pandemic and a one-time legal settlement liability of 2020.

 

From 2020 to 2021, our Interest Expense decreased from $1,047,330 to $943,442. This decrease is due in part to the reduction in debt incurred and reduced interest rates tied to financing.

 

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. 

 

 13 

 

Liquidity and Capital Resources

 

Selected Financial Data:

 

Summary of Cash Flows Fiscal 2021 and Fiscal 2020:

 

   

2021

(audited)

  

2020

(audited)

Net cash provided by (used in) operating activities   $ 5,783,721     $ (256,068 )
Net cash used in investing activities   $ (1,237,868 )   $ (753,828 )
Net cash provided by (used in) financing activities   $ (3,958,325)     $ 1,303,273  
Net increase in cash and cash equivalents   $ 587,730     $ 293,377  
Cash and cash equivalents, beginning of years   $ 407,881     $ 114,504  
Cash and cash equivalents, end of year   $ 995,611     $ 407,881  

 

As of December 31, 2020, our Net Cash (provided by) used in Operating Activities was $(256,068). This number increased to $5,783,721 as of December 31, 2021. Comparing December 31, 2020 to December 31, 2021, our Accounts Receivable increased from $178,661 to $393,929. Our Inventory was increased by $(1,031,615) as of December 31, 2020 and as of December 31, 2021, Inventory had increased by $2,850,567. Accounts Payable as of December 31, 2020 was $88,394, but by December 31, 2021, our Accounts Payable was reduced by $60,124.

 

As of December 31, 2020, our Payments for Property and Equipment was $141,998 and as of December 31, 2021 was $513,798. Payments for Rental Equipment as of the end of 2020 was $611,830 and as of the end of 2021 was $724,070. Overall, Net Cash Used in Investing Activities as of the end of 2020 was $753,828 and $1,237,868 by the end of 2021.

 

We received Proceeds from Notes Payable as of December 31, 2020 of $4,594,871 and as of December 31, 2021, the amount was $2,503,698, a decrease of $2,091,173, which is a decrease of 46%. Payments on Notes Payable increased as of the end of 2021 to $3,369,531 from $2,191,602 at the end of 2020. This is an increase of $1,177,929, or 54%. There was a Joint Venture Liability (as further described in Note 9 to the Financial Statements) in 2021 for $297,000, this is a 1385% increase from $20,000 for 2020. In addition, the Net Borrowings under Lines of Credit as of the end of 2021 was $2,568,833 compared to $971,861 at the end of 2020, an increase of $1,596,972, which is 164%. Overall Net Cash Provided by (Used In) Financing Activities went from $1,303,273 as of the end of 2020 to $(3,958,325) as of the end of 2021.

 

We expect to generate sufficient cash flows from operations to meet our obligations, and to continue to obtain financing for equipment purchases in the normal course of business.

 

Management may sell and lease equipment and obtain additional debt financing to acquire equipment and provide cash flow for operations.

 

Critical Accounting Policies

 

All companies are required to include a discussion of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

 14 

 

Our inventory consists of used equipment held for sale and includes parts and attachments. Our inventory is valued at the lower of the inventory’s cost (specific identification or first in, first out basis) or the current market price of the inventory, less costs to sell. Our expenditures for transporting equipment to our facility and refurbishment costs, including parts and labor, are added to the value of the inventory and these costs are capitalized. Our management compares the cost of inventory with its market value and allowances are made to write down inventory to market value if market value is lower.

 

Expenditures for maintenance and repairs for property and equipment and rental equipment are expensed as incurred. Any additional renewals and improvements to property and equipment and rental equipment, and which extend its useful life, are capitalized. When these assets are retired or otherwise disposed of, the related costs for the assets and the accumulated depreciation are removed from the respective accounts. Any gain or loss is included in our operations. We depreciate these assets using the straight-line method for substantially all assets with estimated lives as follows:

 

Furniture and Fixtures   5-7 years
Leasehold Improvements   Estimated life of the asset as building is owned by Lee Hamre and leased on a month-to-month basis
Vehicles   3-5 years
Equipment   5-7 years
Rental equipment   5-7 years

 

For the impairment or disposal of our long-lived assets (assets expected to be kept for at least one year) used in operations, when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the type of asset are less than the asset’s carrying amounts, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Any loss on long-lived assets which are disposed are determined in a similar manner, however, the fair values are reduced for the cost of disposal. In 2021 and 2020, we do not believe we had any impairment of our long-lived assets.

 

Revenue Recognition

 

Our primary source of generating revenue is through the sale and rental of heavy equipment. In accordance with accounting rules, we recognize revenue when the customer obtains control of the promised equipment and reflect what we are paid in exchange for the equipment. To determine our revenue recognition depending upon whether the equipment is sold or leased, we perform the following five steps: (i) identify the contract(s) with the customer; (ii) identify the performance obligations in the contract; (iii) calculate the transfer price; (iv) allocate the transaction price to the performance obligation in the contract; and (v) recognize revenue when (or as) the customer satisfies a performance obligation. In the event any revenue does not meet these recognition criteria, such revenue will be deferred.

 

Equipment Sales – We recognize revenue from the sale of equipment upon delivery of the equipment to the customer and passing the risk of loss to the customer, and when we have no other significant obligations with regard to the equipment and collectability of the revenue from the customer is reasonably assured.

 

Equipment Rentals – Our rental revenues are made up of short-term agreements with monthly or annual terms. We recognize rental revenues in the month rental payments are due based upon the accrual method of accounting. Our equipment lease agreements contain varying terms, but typically range from one to five years for commercial entities. In addition to commercial entities, we also have lease agreements with various governments that have terms of 12 to 24 months and contain options to renew annually through five years. When lease terms are completed, and depending on the specific lease agreement, our customers may have the option to return the equipment, to renew the lease term, purchase the equipment at fair market value, or continue to rent the equipment on a month-to-month basis. Our agreements do not contain provisions for contingent rentals, which would allow rentals to cease or continue based upon certain defined events. Rental revenues for equipment leases are recognized upon receipt. Our initial direct costs for rental equipment are capitalized and amortized over the expected term of the applicable lease. To date, initial direct costs for operating leases have not been significant.

 

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 

 

 15 

 

ITEM 8FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

 

AMERAMEX INTERNATIONAL, INC.
INDEX TO FINANCIAL STATEMENTS

 

 

 

Page
   Financial Statements:   
  
Report of Independent Registered Public Accounting Firm  17 
    
Balance Sheets as of December 31, 2021 and 2020  18
    
Statements of Operations for the years ended December 31, 2021 and 2020  19
    
Statements of Stockholders' Equity for the years ended December 31, 2021 and 2020  20
    
Statements of Cash Flows for the years ended December 31, 2021 and 2020  21
    
Notes to Financial Statements  22

 

 

 

  

 

 

 

 

 

 

 

 16 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

The Stockholders and Board of Directors of AmeraMex International, Inc.

 

Opinion on the Financial Statements

We have audited the accompanying balance sheets of AmeraMex International, Inc. (the "Company") as of December 31, 2021 and 2020, and the related statements of operations, stockholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ dbbmckennon (3501)

 

We have served as the Company's auditor since 2017.

Newport Beach, California

March 31, 2022

 

 

 17 

 

AMERAMEX INTERNATIONAL, INC.
BALANCE SHEETS
     

         
    DECEMBER 31, 2021   DECEMBER 31, 2020
ASSETS        
Current Assets:                
Cash   $ 995,611     $ 407,881  
Accounts Receivable, Net     1,162,300       768,371  
Inventory, Net     5,185,864       5,873,569  
Other Current Assets     312,963       198,531  
Total Current Assets     7,656,738       7,248,352  
 Non-Current Assets:                
Property and Equipment, Net     1,275,717       1,035,840  
Rental Equipment, Net     1,461,716       3,624,376  
Deferred Tax Assets, Net     —         158,124  
Other Assets     391,330       453,410  
Total Long-Term Assets     3,128,763       5,271,750  
TOTAL ASSETS   $ 10,785,501     $ 12,520,102  
                 
LIABILITIES & STOCKHOLDERS' EQUITY                
Current Liabilities:                
Accounts Payable   $ 560,076     $ 620,200  
Accrued Expenses     264,534       231,329  
Customer Deposits     302,000       —  
Joint Venture Liability     142,500       439,500  
Lines of Credit     3,180,968       5,749,801  
Notes Payable, Current Portion     777,602       911,265  
Convertible Notes     —         150,683  
Total Current Liabilities     5,227,679       8,102,778  
                 
Long-Term Liabilities                
Deferred Tax Liabilities, Net     588,792       —    
Notes Payable - Related Party     —         226,659  
Notes Payable, Net of Current Portion     1,689,353       2,597,935  
Total Long-Term Liabilities     2,278,145       2,824,594  
TOTAL LIABILITIES    $ 7,505,824     $  10,927,372  
                 
Commitments and Contingencies (Note 11)     —         —    
                 
STOCKHOLDERS' EQUITY:                
Shareholders' 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 14,629,155 shares issued and outstanding at December 31, 2021 and 14,549,155 at December 31, 2020     14,629       14,549  
               
Additional Paid-In Capital     21,600,734       21,545,614  
Accumulated Deficit     (18,335,686 )     (19,967,433 )
Total Stockholders' Equity     3,279,677       1,592,730  
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY   $ 10,785,501     $ 12,520,102  

 

The accompanying notes are an integral part of these financial statements 

 18 

 

AMERAMEX INTERNATIONAL, INC.

STATEMENTS OF OPERATIONS 

         
    DECEMBER 31, 2021   DECEMBER 31, 2020
         
REVENUES                
Sales of Equipment and Other Revenues   $ 22,253,695     $ 9,665,607  
Rentals and Leases     2,468,143       2,613,513  
Total Sales     24,721,838       12,279,120  
                 
COST OF SALES                
Sales of Equipment and Other Revenues     18,878,245       9,566,702  
Rentals and Leases     815,830       942,954  
Total Cost of Sales     19,694,075       10,509,656  
                 
GROSS PROFIT    $ 5,027,763      $ 1,769,464  
                 
OPERATING EXPENSES                
Selling Expense     834,633       454,806  
Legal Settlement     —         428,700  
General and Administrative     1,029,164       944,567  
Total Operating Expenses     1,863,797       1,828,073  
                 
Profit (loss) From Operations     3,163,966       (58,609 )
                 
OTHER INCOME (EXPENSE)                
Interest Expense, net     (943,442)       (1,047,330 )
Loss from Early Extinguishment of Debt     (110,551)       (90,925 )
Other Income (Expense)     268,691       222,517  
Total Other Expense     (785,302)       (915,738 )
                 
INCOME BEFORE PROVISION for INCOME TAXES     2,378,664       (974,347 )
                 
PROVISION (BENEFIT) for INCOME TAXES     746,917       (391,657 )
                 
NET INCOME (LOSS)   $ 1,631,747     $ (582,690 )
                 
Weighted Average Shares Outstanding:                
Basic     14,629,155       14,549,155  
Diluted     14,629,155       14,549,155  
                 
Earnings (loss) per Share                
Basic   $ 0.11     $ -0.04  
Diluted   $ 0.11     $ -0.04  

 

The accompanying notes are an integral part of these financial statements 

 19 

 

AMERAMEX INTERNATIONAL, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 30, 2021 AND 2020

 

                    Total
            Additional       Stockholders'
    Common Stock   Paid-in   Accumulated   Equity/
Balance   Shares   Amount   Capital   Deficit   (Deficit)
                     
December 31, 2019     15,068,318     $ 15,068     $ 21,519,435     $ (19,384,743 )   $ 2,149,760  
                                         
Stock for Services     40,000       40       25,620               25,660  
                                         
Purchase & Retire Stock     (559,163 )     (559 )     559               —    
                                         
Net Loss     —         —         —         (582,690 )     (582,690 )
                                         
December 31, 2020     14,549,155     $ 14,549     $ 21,545,614     $ (19,967,433 )   $ 1,592,730  
                                         
Stock for Services     80,000       80       55,120       202       55,200  
                                         
Net Income     —         —         —         1,631,747       1,631,747  
                                         
December 31, 2021     14,629,155     $ 14,629     $ 21,600,734     $ (18,335,686 )   $ 3,279,677  

 

The accompanying notes are an integral part of these financial statements  

 20 

 

  AMERAMEX INTERNATIONAL, INC.

STATEMENTS OF CASH FLOW 

         
    DECEMBER 31, 2021   DECEMBER 31, 2020
OPERATING ACTIVITIES:                
Net Profit (Loss)   $ 1,631,747     $ (582,690 )
Adjustments to reconcile Net Loss to                
Net Cash provided (used) by Operations Activities:                
Depreciation and Amortization     916,325       1,310,018  
Provision (Benefit) for Deferred Income Taxes     588,792       (384,467 )
Marketing Services Paid in Stock     46,400       25,660  
Forgiveness of Debt     (254,147 )     (218,442 )
Loss on Legal Settlement     —         428,700  
Loss on Early Extinguishment of Debt     110,551       90,925  
Amortization and Accretion of Interest     126,968       —    
Change in Assets and Liabilities:                
Accounts Receivable     (393,929 )     (178,661 )
Inventory     2,850,567       (1,031,615 )
Other Current Assets     (114,432 )     44,568  
Accounts Payable     (60,124 )     88,394  
Customer Deposits     302,000       —  
Accrued Expenses     33,205       151,542  
      NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES   $  5,783,721      $ (256,068 )
                 
INVESTING ACTIVITIES:                
Payments for Property & Equipment    $ (513,798 )    $ (141,998 )
Proceeds (Payments) for Rental Equipment     (724,070 )     (611,830 )
      NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES    $ (1,237,868 )    $ (753,828 )
                 
FINANCING ACTIVITIES:                
Proceeds from Notes Payable    $ 2,503,698      $ 4,594,871  
Payments on Notes Payable     (3,369,531 )     (2,191,602 )
Payment on Note Payable - Related Party     (226,659 )     (108,135 )
Joint Venture Liability     (297,000 )     (20,000 )
Net Borrowing Under Lines of Credit     (2,568,833 )     (971,861 )
       NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES    $ (3,958,325 )    $ 1,303,273  
                 
NET INCREASE IN CASH & CASH EQUIVALENTS    $ 587,730      $ 293,377  
                 
Cash and Cash Equivalents, BEGINNING OF PERIOD    $ 407,881      $ 114,504  
Cash and Cash Equivalents, END OF PERIOD    $ 995,611      $ 407,881  
                 
CASH PAID FOR:                
Interest    $ 774,074      $ 907,534  
Income Taxes    $ 800      $ 800  
                 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING                
AND FINANCING ACTIVITIES:                
Transfer of Inventory to Rental Equipment   $ 508,000     $ —    
Equipment Financed under Capital Leases   $ 168,061     $  225,859  
Transfer of Rental Equipment to Inventory   $ 964,600     $ 526,417  

 

The accompanying notes are an integral part of these financial statements 

 21 

 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 and 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

 

On February 9, 2021, the Company received a second Paycheck Protection Program (PPP) Loan in the amount of $254,147. We received 100% forgiveness of this PPP Loan on November 03, 2021. On April 6, 2021, we received notice that the SBA had increased the limit on the COVID EIDL from $150,000 to $500,000. We requested the increase which funded to an incorrect bank account on August 1, 2021. We have corrected this error with the SBA and are still awaiting funding.

 

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

 

Basis of Presentation

 

The accompanying financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and Generally Accepted Accounting Principles (U.S. GAAP). In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles 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 financial statements include the allowance for doubtful accounts, inventory reserve, valuation allowance for deferred taxes, and estimated useful life of property and equipment.

 

Cash

 

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At times, cash deposits may exceed FDIC- insured limits. As of December 31, 2021, we exceeded the FDIC-insured limit by $745,222 and in 2020 we exceeded the FDIC-insured limit by $157,078.

 

The Company has not experienced any losses related to a concentration of cash or cash equivalents in an FDIC insured financial institution.

 

Accounts Receivable

 

The Company grants credit to customers under credit terms that it believes are customary in the industry and does not require collateral to support customer receivables. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. As of December 31, 2021 and 2020, the allowance for doubtful accounts was $33,093 and $120,569, respectively.

 

 22 

 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 and 2020

 

Inventory

 

Inventory consists of used equipment held for sale, as well as parts and attachments. Inventory is valued at the lower of the inventory’s cost (specific identification or first in, first out basis) or the current market price of the inventory, less costs to sell. Expenditures for inbound transportation and refurbishment costs, including parts and labor which add to the value of the inventory are capitalized. Management compares the cost of inventory with its market value and an allowance is made to write down inventory to market value, if lower.

 

Property and Equipment, and Rental Equipment

 

Property and equipment and rental equipment are stated at cost. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals and improvements, which extend the useful life of the assets, are capitalized. When these assets are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is provided using the straight-line method for substantially all assets with estimated lives as follows:

 

Furniture and fixtures 5-7 years
Leasehold improvements

Estimated life of the asset as building is owned by Lee Hamre and leased annually

Vehicles 3-5 years
Equipment 5-7 years
Rental equipment 5-7 years

 

 

Other Assets

 

Other assets at December 31, 2021 and 2020 consist principally of cash surrender value of life insurance policies.

 

Long-Lived Assets

 The Company applies the provisions of Accounting Standards Codification (ASC) Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review as of December 31, 2021 and 2020, the Company believes there was no impairment of its long-lived assets.

 

Fair Value of Financial Instruments

 

For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, advances to suppliers, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities.

 

Financial Accounting Standards Board (FASB) ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: 

 

 23 

 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 and 2020

 

●Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
●Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

●Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement.

 

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity, and FASB ASC Topic 815, Derivatives and Hedging.

 

As of December 31, 2021 and 2020, respectively, the Company did not identify any assets and liabilities required to be presented on the balance sheet at fair value.

 

Revenue Recognition

 

The Company generates revenues primarily through the sale and rental of heavy equipment. In May 2014 and in subsequent updates, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, as amended, and referred herein as ASC 606. ASC 606 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASC 606 requires that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. It also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASC 606 was effective for interim and annual periods beginning after December 15, 2017.

 

Effective January 1, 2018, the Company adopted ASC 606, with no significant impact on our financial statements. In accordance with ASC 606, the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods and services. To determine revenue recognition for arrangements that the Company deems are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) calculate transfer price; (iv) allocate the transaction price to the performance obligation in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Any revenues that do not meet these recognition criteria will be deferred.

 

Equipment Sales

 

The Company recognizes revenue from equipment sales upon delivery of the equipment to the customer when the risk of loss passes to the customer and, no other significant obligations of the Company exist and collectability is reasonably assured.

 

Equipment Rentals

 

Rental revenues comprise of short-term agreements that can have monthly or annual terms. Rental revenues are recognized in the month they are due on the accrual basis of accounting. Our operating lease agreements have varying terms, typically one to five years with commercial entities. We also have agreements governmental entities that are 12 to 24 months in length, with options to renew annually through year five. Upon lease termination, customers, depending in the individual lease agreements, may have the option to return the equipment, to renew the lease term, purchase the equipment at fair market value, or continue to rent on a month-to-month basis. Our operating leases do not provide for contingent rentals. Revenues related to operating leases are recognized on a straight-line basis over the term of the lease. Negotiated lease early-termination charges are recognized upon receipt. Initial direct costs are capitalized and amortized over the expected term of the leases. To date, initial direct costs for operating leases have not been insignificant.

 

 24 

 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 and 2020

 

Shipping and Handling

 

Costs incurred for shipping and handling of equipment sold to customers are included in costs of goods sold in the statements of income.

 

Sales Tax

 

Sales tax collected from customers is initially recorded as a liability and then remitted in a timely manner to the appropriate governmental entity.

 

Warranty Costs

 

Generally, the Company sells its equipment with no warranty. In the event we determine we should repair equipment, we may do so at our election. In the event a do so, such costs are expensed as incurred.

 

Stock-Based Compensation

 

The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity- based compensation issued to employees and non-employees. There were no stock options outstanding as of December 31, 2021 and 2020 and no shares issued for compensation during the years then ended.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

 

Basic and Diluted Earnings Per Share  

 

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (EPS) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no potentially dilutive securities outstanding during 2021 and 2020.

 

Concentrations

 

At December 31, 2021, 59% of the accounts receivable was due from the Construction (14%), Logistics (22%) and Forestry (23%) industries and at December 31, 2020, 53% of the accounts receivable was due from the Government (12%), Forestry (15%) and Logistics (26%) industries. The loss of one of these customers would significantly impact the Company. For the year ended December 31, 2021, one customer accounted for 10% or more of sales and in 2020, three customers accounted for 10% or more of sales.

 

 25 

 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 and 2020

 

Recent Accounting Pronouncements

 

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

 

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 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 adopted 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.

 

Other recent accounting pronouncements issued by the FASB, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.

 

Note 3 – Inventory

 

Inventory as of December 31, 2021 and 2020 consisted of the following:

 

  2021  2020

 

Parts and supplies

 $351,755   $292,616 
Heavy equipment and attachments  4,834,109    5,580,953 
Inventory, net $5,185,864   $5,873,569 

 

All the inventory is used as collateral for the notes payable (see Notes 6 and 7).

 

Note 4 – Property and Equipment

 

Property and equipment includes assets held for internal use; as of December 31, 2021 and 2020, such consisted of the following:

 

   2021  2020

 

Furniture/Fixtures, Computer Automation

  $107,105   $107,105 
Leasehold Improvements   505,171    467,188 
Vehicles and Equipment   2,086,285    1,619,191 
 Total ,at cost   2,698,561    2,193,484 
Less Accumulated Depreciation   (1,422,844)   (1,157,644)
Property and Equipment, net  $1,275,717   $1,035,840 

 26 

 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 and 2020

 

Depreciation Expense for the years ended December 31, 2021 and 2020 was $273,921 and $285,952, respectively. All the property and equipment is used as collateral for the line of credit and notes payable (see Notes 6 and 7).

 

Note 5 – Rental Equipment

 

Rental equipment as of December 31, 2021 and 2020 consisted of the following:

 

   2021  2020

 

Rental equipment

  $4,210,209   $6,480,478 
Less accumulated depreciation   (2,748,493)   (2,856,102)
Rental equipment, net  $1,461,716   $3,624,376 

 

Depreciation expense for the years ended December 31, 2021 and 2020 was $642,404 and $942,400, respectively. All the rental equipment is used as collateral for the line of credit and notes payable (see Notes 6 and 7).

 

Note 6 – Lines of Credit

 

The Company has a line of credit (flooring plan) with a finance company that provides for borrowing up to $1,050,000. The line of credit is secured by the equipment purchased and is interest free if paid within 180 days from finance date. After 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 its own calculations based on the date of purchase. At December 31 2021 and 2020, the amounts outstanding under this line of credit agreement were $23,026 with $1,026,974 available and $314,000 with $736,000 available, respectively. Interest expense for 2021 and 2020 was $10,250 and $3,841, respectively. The agreement has no expiration date provided the Company does not default.

 

The Company has line of credit with a finance company that provides for borrowing and refinancing up to $6.5 million, as amended. The credit facility expires April 28, 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 the Company assets, other than those specifically secured by an existing agreement. At December 31 2021 and 2020, the amounts outstanding under this line of credit agreement were $3,157,941 with $3,342,059 available for purchases and $5,435,401 with $1,064,596 available, respectively. Interest expense for 2021 and 2020 was $471,583 and $569,208, respectively.

 

Note 7 – Notes Payable

 

The Company uses credit to finance the purchase of heavy equipment on a short-term and long-term basis and secured by specific pieces of equipment. Notes payable as of December 31, 2021 and 2020, consisted of the following:

 

    2021   2020

 

Payable to insurance company; interest only, secured by cash surrender value of life insurance policy; no due date

   $ 158,535     $ 158,535  
                 
Notes payable to various finance companies with varying start dates and interest rates; combined monthly payments of $92,601; Interest rates ranging from 0.00% to 14.38% and notes maturing from January 22, 2022 to September 24, 2050; secured by equipment and stock     2,308,420       3,350,665  

  

 27 

 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 and 2020

 

           
Total   2,466,955    3,509,200 
           
Less current portion   (777,602)    (911,265) 
           
Long-term portion  $1,689,353   $2,597,935 

 

From time to time, the Company’s Chief Executive Officer provides a personal guarantee on certain of the equipment loans above.

 

Aggregate future annual maturities of notes payable as of December 31, 2021, are as follows:

 

 

Years ending December 31:

   
2022  $777,602 
2023   746,644 
2024   573,176 
2025   265,732 
2026   103,801 

 total

 

  $2,466,955 

 

Note 8 – Related-Party Transactions

 

Related-Party Note Payable

 

The Company has a note payable to the Company’s Chief Executive Officer. Funds were received years ago to fund operations. The note is interest bearing at 10% per annum, unsecured and payable upon demand. The balance of the note at December 31, 2021 and 2020 was $0 and $226,659, respectively. During the years ended December 31, 2021 and 2020, the Company repaid $262,357 and $108,135, respectively, of this note payable. The note incurred $35,698 and $36,936 in interest expense for the years ended December 31, 2021 and 2020 respectively.

 

Lease

 

The Company leases a building and real property in Chico, California under a lease agreement renewing annually every March from a trust whose trustee is the Company’s Chief Executive Officer. The lease provides for monthly lease payment of $12,000 per month. Rent expense for the years ended December 31, 2021 and 2020 were $144,000 and $139,600, respectively. 

 

 28 

 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 and 2020

 

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 December 31, 2021 and December 31, 2020, have a combined total due of $109,482 and $168,151 respectively. The brokerage made $42,681 on the transactions. The notes are secured by the equipment.

 

The Company also has one note payable that was brokered through the same Director’s company. The note is secured with equipment and as of December 31, 2021 and 2020 has a total due of $195,133 and $744,424, respectively.

Note 9 – 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 WA for $1,089,000. The machines were titled in the Company’s name, and accordingly, revenues are costs are recorded in the Company’s financial statements. At December 31, 2021, the Company had repaid $297,000 for equipment sold. During the same time period, the Company also remitted $382,369 in joint venture profits. The amount due to the collaborator for the years ended December 31, 2021 and 2020 was $142,500 and $439,500, respectively.

 

Note 10 – Convertible Notes

On July 20, 2020 and again on September 16, 2020, the Company and Geneva Roth Remark Holdings, Inc., a New York corporation (“Geneva”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) by which the Geneva 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”). The July 20, 2020 note was paid in full on January 15, 2021. The September 16, 2020 note was paid in full on March 19, 2021.

On January 21, 2021, the Company entered into a securities purchase agreement with Geneva whereby Geneva purchased 103,500 shares of our Series A Preferred Stock for a purchase price of $103,500. After payment of transaction-related expenses, net proceeds to us were $100,000. The proceeds were used for working capital. On July 26, 2021, the Company paid $146,616 to pay off the securities purchase agreement with Geneva in full and the 103,500 shares of Series A Preferred Stock were returned to (and cancelled by) the Company.

On March 23, 2021 , the Company entered into a securities purchase agreement with Geneva whereby Geneva purchased 78,000 shares of our Series A Preferred Stock for a purchase price of $78,000. After payment of transaction-related expenses, net proceeds to us were $75,000. The proceeds were used for working capital. The Series A Preferred Stock earns dividends at a rate of 10% per annum, and dividends at a default rate of 22%. On September 21, 2021, the Company paid $110,493 to pay off the securities purchase agreement with Geneva in full and the 78,000 shares of Series A Preferred Stock were returned to (and cancelled by) the Company.

All issuances were exempt from the registration requirements of Section 5 of the Securities Act of 1933 as they did not involve a public offering under Section 4(a)(2) and were issued as restricted securities as defined in Rule 144 of the Act. 

 

 29 

 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 and 2020

 

Note 11 – Commitments and Contingencies

 

From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. As of December 31, 2021, the Company is not involved in any litigation.

 

See Note 8 for related party operating lease.

 

Note 12 – Stockholders’ Equity

 

The Company has authorized 5,000,000 shares of $0.001 par value preferred stock, of which 1,000,000 shares have been designated as Series A Convertible Preferred Stock of which zero shares were issued and outstanding as of December 31, 2021 and 2020.

 

The Company has authorized 1,000,000,000 shares of $0.001 par value common stock, of which 14,629,155 and 14,549,155 were issued and outstanding as of December 31, 2021 and 2020, respectively.

 

On April 28, 2021, the Company paid out 80,000 fully vested shares of the Company’s Common Stock as final payment per the contract between the Company and M Vest LLC, an SEC registered, FINRA member broker-dealer for services. The shares of Common Stock have and the same rights afforded other holders of the Company’s Common Stock.

 

Note 13 – Revenues

 

During the years ended December 31, 2021 and 2020, revenues and costs related to domestic and foreign sales of equipment are as follows:

 

   2021  2020
   Domestic  Export  Domestic  Export

 

Equipment Sales

  $22,253,695   $-0-   $9,665,607   $-0- 
Less Cost of Sales   (18,878,245)   -0-    (9,566,702)   -0- 
Gross profit  $3,375,450   $-0-   $98,905   $-0- 

 

 

During the years ended December 31, 2021 and 2020, there were no foreign rentals of equipment.

 

The Company provides equipment for rental on a month-to-month basis and under terms which exceed one year. Future annual estimated rental revenues as of December 31, 2021 are as follows:

 

Years ending December 31:
2022  $1,251,457 
2023   832,957 
2024   414,457 
   $2,498,871 

 

 

 30 

 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 and 2020

 

Note 14 – Income Taxes

 

Income tax expense (benefit) reflected in the statements of operations consisted of the following for the years ended December 31, 2021 and 2020:

 

    2021   2020
Current tax expense:                
Federal   $ 87,609     $ 0  
State     209,224       800  
Total current tax expense     296,833       800  
Deferred tax expense (benefit):                
Federal     451,759       (313,987 )
State     (1,674 )     (78,470 )
Total deferred tax expense (benefit)     450,084       (392,457 )
Total tax expense (benefit)   $ 746,917     $ (391,657 )

 



A reconciliation of the differences between the effective and statutory income tax rates for years ended December 31,2021 and 2020 is as follows:

 

    2021   2020  
      Amount     Percent   Amount   Percent  

Federal statutory rates

   $ 499,477     21.00%   $ (206,254 ) (21.0) %
State income taxes     170,142     7.15%     (83,330 ) (8.5 )%
Life insurance and meals     14,552     0.65%     (44,324 ) (4.5 )%
True up     62,746     2.64%     (57,749 ) (5.9 )%
Income taxes Effective rate   $ 746,917     31.44%   $ (391,657, ) (39.9 )%

 

As of December 31, 2021 and 2020, the significant components of the deferred tax assets and liabilities are summarized below:
 

    2021   2020
Deferred tax assets (liabilities)                
Net operating loss carryforwards   $ 51,307     $ 688,220  
Reserves and allowances     102,789       89,400  
Tax credits and other     89,545       32,110  
Total deferred tax assets     243,640       809,730  
Deferred tax liability -                
Depreciation     (536,400 )     (651,606 )
Total deferred tax liabilities     (536,400 )     (651,606 )
Net deferred tax asset (liability)   $ (292,760 )   $ 158,124  

  

 

 31 

 

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 and 2020 

 

The Company annually conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of December 31, 2021 and 2020.

 

The Company has approximately $2,213,253 in federal net operating losses that begin to expire in 2036. As of December 31, 2021, the Company has no net operating losses for state income tax reporting purposes.

 

The 2014 to 2019 tax years are still subject to examination by federal and state agencies. We filed amended income tax returns for 2015 and 2016, which are currently under examination by the Internal Revenue Service.

 

Note 15 – Subsequent Events

 

On or about January 28, 2022, the Company entered into a line of credit (flooring plan) with a finance company that provides for borrowing up to $3,500,000. The line of credit is secured by the equipment purchased and is interest free if paid within 180 days from finance date. After applicable free interest period the line rolls over into a 60-month amortization. Pricing after the interest free period will be one month Secured Overnight Financing Rate ("SOFR") + 4.00.

 

On or about March 14, 2022, the Company began the due diligence process in order to secure a Senior Loan Facility with a finance company that provides for borrowing up to $10,000,000. The note payable is secured by the equipment purchased and is designed to pay-off the company’s current $6.5 million facility as well as consolidate the company’s current long-term debt while allowing the Company to purchase inventory for future sales.

 

The facility will bear interest at 8.25% plus the SOFR subject to a 0.5% floor. We are currently wrapping up the due diligence process and have received a 30-day extension from the current facility in order to complete this process and payoff the current facility.

 

 

 

 

 

 

 

 

 

 32 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

No events occurred requiring disclosure under Item 304 of Regulation S-K during the fiscal year ending December 31, 2021.

 

ITEM 9A. 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 Annual 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 December 31, 2021, our disclosure controls and procedures were effective.

 

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 Annual Report. 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 our financial reporting. 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.

 

 33 

 

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.

 

In connection with the preparation of the Annual Report on Form 10-K for the year ended December 31, 2021, our President and Chief Financial Officer evaluated the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations 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 effective as of December 31, 2021.

 

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.

 

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 year ended December 31, 2021. 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 year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

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PART III

  

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 

Executive Officers and Directors

 

The following table sets forth the names and ages of our current directors and executive officers and includes the principal offices and positions held by each person and the year each person began his or her role. Our executive officers were appointed by our Board of Directors. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation, or removal by our Board of Directors.

 

Name Age Position Date
       
Lee Hamre 71 President and Chairman 2006
Marty Tullio 74 Secretary and Director 2012
Hope Stone 51 Chief Financial Officer 2018
J. Jeff Morris 73 Director 2019
Brian Hamre 56 Director 2019
Michael Maloney 60 Director 2012

 

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

 

Lee Hamre, President and Chairman

 

Mr. Hamre has been in the heavy equipment business for over 38 years. He worked for Buehrer Inc. in Berkeley, California for 13 years from 1976 to 1989. He then founded Hamre Equipment Co. as its sole owner in 1989. In 2006, he merged Hamre Equipment Co. with AmeraMex International after having rented equipment to AmeraMex International for several years. Mr. Hamre served in the United States Navy Reserves for six years. He earned a B.A. in Business Communications from California State College, Chico.

 

Michael Maloney, Chief Operations Officer, Treasurer, & Director

 

Having retired from a 32 year career in law enforcement which culminated with his assignment as the Chief of Police in the City of Chico, California from 2009 through 2012, Mr. Maloney joined our Board of Directors and became our Chief Operating Officer. With significant budget, management, and strategic planning experience, he has provided counsel to us on a variety of management issues and has coordinated the handling of sensitive personnel matters, all while offering a fresh perspective

 

 35 

 

from outside of the industry. Mr. Maloney is also Director of Public Safety, Education, and Training at Butte College; a Board Member of Catalyst Domestic Violence Services; and a Board Member of the California Partnership to End Domestic Violence. Mr. Maloney has an A.A. in Social Science from Butte College, a B.A. in Management from St. Mary’s College and has completed graduate work in Business Management at the University of Virginia.

 

Marty Tullio, Secretary and Director

 

Marty Tullio is a veteran of the investor relations and corporate communications fields. She has managed the financial communications programs for a wide range of public and private companies, providing day-to-day counsel to executive management and coordinating investor relations efforts for a number of diversified clients. Ms. Tullio is proactive in the planning and execution of investor outreach programs, including road shows and investor conferences, and in developing strategic communications plans for client organizations.

 

Ms. Tullio has more than a decade of in-house agency investor relations management experience, specializing in the targeting and development of institutional investor and research analyst following, support of fundraising activities, corporate and crisis communications, consulting, and the introduction and positioning of companies to the investment community.

 

Prior to becoming an investor relations professional, Ms. Tullio spent 15 years as a sales and marketing executive in the technology industry, with major corporations such as NCR, GTE Telenet, and a division of McDonnell-Douglas, as well as smaller technology companies such as Time Systems International and Data Point Corporation. She has held several managerial and executive positions, including Vice President of Sales and Marketing, Executive Vice President, and General Manager. Marty earned a Bachelor of Arts degree as well as her investor relations certification from the University of California, Irvine.

 

Hope Stone, Chief Financial Officer

 

Hope Stone joined us as Chief Financial Officer in June 2018. Ms. Stone is responsible for our overall financial strategy and direction, as well as human resources. Within finance, she guides our treasury, accounting, tax, and internal and external audit functions.

 

From March 2016 to March 2018, Ms. Stone was Controller and acting Chief Financial Officer of Digital Path, Inc., a mid-sized telecommunications company servicing Northern California, Northern Nevada, and Southern Oregon from June 2016 to August 2018. From March 2014 to August 2016, Ms. Stone was the Controller and Human Resources Manager at Moana Nursery, a multi-store organization servicing Northern Nevada’s nursery and landscaping industry since 1967. She also worked in the insurance practice at ISU Stetson-Beemer. Throughout her over 20-year career in accounting, auditing and financial planning, Ms. Stone has established a reputation for building world-class teams and for aligning financial and business metrics to support business strategy and high-growth. Ms. Stone has spearheaded multiple SBA loans and equipment and other financing transactions. Ms. Stone holds a BS in Finance from Tennessee Baptist College and an MBA from the University of Devonshire.

 

 36 

 

J. Jeffery Morris, Director

 

J. Jeffery Morris is the president of Global Finance Group located in Newport Beach, California. Mr. Morris has been in the commercial leasing/finance industry since 1974. Prior to joining Global Finance Group, Morris started Crocker Capital, a lease invoice financing company, in 1992. Mr. Morris has merged portions of the Crocker operations into Global Vantage Ltd. In 1980, Morris began Perry Morris Corporation and by 1990, the company had an annual leasing invoice position of over $100 million. The company was twice named in INC Magazine’s list of the 500 fastest growing, privately held companies in the U.S. Mr. Morris graduated from USC in 1972 as a finance major. He has been on the boards of many civic and charitable organizations such as: Southern California Chapter of YPO, Children’s Hospital of Orange County, USC Associates, and the Orange County YMCA. He also headed a public fundraising campaign for a Children’s Hospital that raised over $12 million.

 

Brian Hamre, Director

 

Brian Hamre is the Regional Sales Manager (Northern California and Northern Nevada) of Ritchie Brothers Auctioneers, which specializes in the acquisition and auction of heavy equipment. Mr. Hamre has over 32 years of sales and marketing management experience in the heavy equipment industry. Prior to joining Ritchie Brothers in 2008, Mr. Hamre worked with us for 22 years. While with us, he held a variety of positions and was responsible for successfully expanding our sales and marketing reach within the Western United States. Brian Hamre is an alumnus of California State University, Chico.

 

Conflicts of Interest – General

 

There can be no assurance that management will resolve all of our conflicts of interest.

 

Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts, and corporate opportunity, involved in participation with such other entities. Consequently, there are potential inherent conflicts of interest in their acting as our officers and directors. Insofar as the officers and directors are engaged in other business activities, management anticipates it will devote only up to approximately 40 hours per week to the our affairs.

  

Conflicts of Interest – Corporate Opportunities

 

Presently, there is no requirement included in our Articles of Incorporation, Bylaws, or minutes which provides that our officers and directors must disclose business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose any business opportunities brought to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his or her involvement as an officer and/or director of another company. We have no intention of merging with or acquiring an affiliate, associated person, or business opportunity from any affiliate or any client of any such person.

 

Our Board of Directors has adopted a policy that we will not seek a fund of, any entity in which any officer or director serves as an officer or director or in which they or their family members own or hold a controlling ownership interest. Although the Board of Directors could elect to change this policy, the Board of Directors has no present intention to do so.

 

Involvement in Certain Legal Proceedings

 

There have been no known events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during the past ten years.

 

Compliance with Section 16(a) of the Exchange Act

 

Section 16(a) of the Exchange Act requires that our officers, directors, and persons who own more than 10% of our Common Stock file reports of ownership and changes in ownership with the SEC.  Based solely on our review of the SEC’s EDGAR database, copies of such forms received by us, or written representations from certain reporting persons, we believe that during the fiscal year ended December 31, 2021, our officers, directors and greater than 10% beneficial owners have complied with all applicable filing requirements of Section 16(a). 

 

 37 

 

Code of Ethics

 

We have a code of Ethics that is signed off by each employee as part of their initial hiring package. Our code of ethics is posted on our website and can be found at https://ammx.net/investor-relations/corporate-governance/#GovSection|3. We are also vetted and certified through TRACE International Organization an Anti-Bribery Compliance Solution. This certification is posted on our website.

 

Nominating Procedures to the Board of Directors

 

There have been no changes to the procedures by which our security holders may recommend nominees to our Board of Directors.

 

Audit Committee and Audit Committee Financial Expert

 

Our separately-designated audit committee consists of J. Jeff Morris and Michael Maloney; with J. Jeff Morris acting as the audit committee financial expert.

 

Our Board has adopted a written charter for the Audit Committee, pursuant to which the Audit Committee has, among others, the following duties and responsibilities:

 

•Appoint, compensate, and oversee all audit and non-audit services performed by auditors, including the work of any registered public accounting firm employed by the Company;
•Resolve any disagreements between management and the auditor regarding financial reporting and other matters; and
•Pre-approve all auditing and non-audit services performed by auditors.

 

The Company’s audit committee charter requires at least two members of the committee to be independent. Both J. Jeffery Morris and Michael Maloney are independent directors. The charter of our Audit Committee can be accessed on the “Corporate Governance” section of our website, https://ammx.net/investor-relations/governance/.

 

ITEM 11. EXECUTIVE COMPENSATION

 

Executive and Director Compensation

 

All decisions regarding compensation for our executive officers and executive compensation programs are reviewed, discussed, and approved by our Board of Directors.  All compensation decisions are determined following a detailed review and assessment of external competitive data, the individual’s contributions to our success, any significant changes in role or responsibility, and internal equity of pay relationships.

 

The following table sets forth the compensation paid to our officers from the years ended December 31, 2021 and 2020.

 

Name and Principal Position Year Salary ($) Stock Awards Price per Share Stock Awards ($)

Total

($)

Lee Hamre, President & Chairman

2021

2020

150,000

150,000

-0-

-0-

N/A

N/A

-0-

-0-

150,000

150,000

Hope Stone, Chief Financial Officer

2021

2020

120,000

120,000

-0-

-0-

N/A

N/A

-0-

-0-

120,000

120,000

 

There was no Bonus, Option Award, or Other Compensation paid during the years listed in the table above.

 

Other Compensation

 

As of the date of this Annual Report, we do not have any annuity, pension, stock options, profit sharing retirement, or other similar benefit plans; however, we may adopt such plans in the future. As of the date of this Annual Report, there are no personal benefits available to our officers and directors.

 

 38 

 

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth information with respect to the beneficial ownership of our outstanding Common Stock by:

 

  • Each person who is known by us to be the beneficial owner of 5% or more of our Common Stock;

 

  • Our executive officers, and each director as identified in the “Management — Executive Compensation” section; and

 

  • All of our directors and executive officers as a group.

 


 

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock and options, warrants and convertible securities that are currently exercisable or convertible within 60 days of the date of this document into shares of our Common Stock are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 

The information below is based on the number of shares of our Common Stock that we believe were beneficially owned by each person or entity as of the date of this registration statement.

 

Name and Address(1) of
Beneficial Owner

Number of Shares of

Common Stock

Percent

of Class

Lee Hamre, President & Chairman 6,183,657 42.2%
Marty Tullio, Secretary & Director 916,667 6.3%
Hope Stone, Chief Financial Officer -0- -
Michael Maloney, Director 260,000 1.8%
J. Jeff Morris, Director 2,000 *
Brian Hamre, Director 60,000 *

All officers and directors

as a group (five persons)

 7,422,324 50.7%

Warren Murphy

9988 Troon Court

Windsor, CA 95492

 1,358,100 9.3%

*Less than 1%.

 

(1) The address of all officers and directors is our corporate address at 3930 Esplanade, Chico, California 95973.

(2) Number of shares is based solely on a Schedule 13G filed with the SEC on August 20, 2019 on behalf of Warren Murphy, as revised to reflect the effect of the Company’s 1:50 reverse stock split on December 21, 2020. 

 

Rule 13d-3 under the Exchange Act governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within 60 days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person. Included in this table are only those derivative securities with exercise prices that we believe have a reasonable likelihood of being “in the money” within the next 60 days.

 

 39 

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

Related Party Transactions

 

Except as described below, there were no transactions with any executive officers, directors, 5% stockholders and their families and affiliates since January 1, 2017. Any related party transactions must be approved by the Board of Directors.

 

We lease our facility from the Lee Hamre Trust. (See Item 2. Properties.)

 

We have a note payable to our President, Lee Hamre, for funds loaned for our operations. The note is interest bearing at 10% per annum, unsecured, and payable upon demand. The balance of the note at December 31, 2021 and 2020 was $0 and $226,659, respectively. During the years ended December 31, 2021 and 2020, we repaid $262,357 and $108,135, respectively, on the note. The note incurred $35,698 in interest in 2021 and $36,936 of interest in 2020. See Exhibit 3.6.

 

Director Independence

 

We are not at this time required to have our Board of Directors comprised of a majority of “independent directors.” None of our directors (see Item 10 above) are independent as defined under the Nasdaq Marketplace Rules.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Audit Fees

 

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the annual audit of our financial statements and review of financial statements included in our quarterly reports and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

    For the Fiscal Year Ended
    2021   2010
Audit Fees   $ 104,268     $ 132,657  
Audit Related Fees   $ 5,014     $ 5,213  
Tax Fees   $ 5,748     $ 7,100  
All Other Fees   $ 15,570     $ 24,657  
Total   $ 130,600     $ 169,626  

 

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

 

Our Audit Committee pre-approves all audit and permissible non-audit services. These services may include audit services, audit-related services, tax services, and other services. Our Audit Committee approves these services on a case-by-case basis.

 

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 PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(a)     The following documents are filed as part of this report:

 

1.       Financial Statements.

 

Our consolidated financial statements are included in Part II, Item 8 of this report:

 

    Page
Report of Independent Registered Public Accounting Firm     17
Consolidated Balance Sheets     18
Consolidated Statements of Operations     19
Consolidated Statements of Stockholders’ Equity     20
Consolidated Statements of Cash Flows     21
Notes to the Consolidated Financial Statements     22

 

2.       Financial statement schedules.

 

All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.

 

3.       Exhibits.

 

A list of the exhibits filed or furnished with this report on Form 10-K (or incorporated by reference to exhibits previously filed or furnished by us) is provided in the Exhibit Index beginning on page 52 of this Annual Report. Those exhibits incorporated by reference herein are indicated as such by the information supplied in the parenthetical thereafter. Otherwise, the exhibits are filed herewith.

 

 

 

 

 

 

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 SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: March 31, 2022 AmeraMex International, Inc.   
     
  By:  /s/ Lee Hamre   
    Lee Hamre
President		  
       

 

 

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

 

 

     
     
Date: March 31, 2022 By:  /s/ Hope Stone  
    Hope Stone
Chief Financial Officer		  
       

 

 

 

 

 

 

 42 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Exhibit
3.1   Amended and Restated Certificate of Incorporation, dated January 30, 2017 (incorporated by reference from Exhibit 3.1 to registrant's Form 10 filed with the Commission on May 10, 2019)
3.2   Amended Bylaws, dated June 16, 2019 (incorporated by reference from Exhibit 3.2 to registrant's Amendment No. 1 to Form 10 filed with the Commission on July 2, 2019)
3.3   Certificate of Designation, dated January 26, 2021 (incorporated by reference from Exhibit 3.1 to registrant’s Current Report on Form 8-K filed with the Commission on January 29, 2021)
10.1   Line of Credit, dated March 29, 2019 (incorporated by reference from Exhibit 3.3 to registrant's Form 10 filed with the Commission on May 10, 2019)
10.2   Amendment to $6.5m Line of Credit, dated April 17, 2019 (incorporated by reference from Exhibit 3.4 to registrant's Form 10 filed with the Commission on May 10, 2019)
10.3   Chico Property Lease Agreement, dated December 1, 2012 (incorporated by reference from Exhibit 3.5 to registrant's Form 10 filed with the Commission on May 10, 2019)
10.4   Description of Oral Agreement for Note with Lee Hamre, as of January 1, 2019 (incorporated by reference from Exhibit 3.6 to registrant's Amendment No. 1 to Form 10 filed with the Commission on July 2, 2019)
31.1   Certification of Principal Executive Officer
31.2   Certification of Principal Financial Officer
32.1   Certification of Principal Executive Officer
32.2   Certification of Principal Financial Officer

 

 

 

 

 43 

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