1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2001
[ ] 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: 33-94318-C
AMERITYRE CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 87-0535207
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
705 YUCCA STREET, BOULDER CITY, NEVADA 89005
------------------------------------------ ------------------
(Address of principal executive offices) (Zip Code)
(702) 293-1930
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), Yes [X] No [ ] and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares outstanding of each of the issuer's classes of common
stock, was 13,603,282 shares of common stock, par value $0.001, as of January
31, 2002.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB pursuant to the rules and
regulations of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a complete presentation of
the financial position, results of operations, cash flows, and stockholders'
equity in conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
Our unaudited balance sheet as of December 31, 2001; the related audited
balance sheet as of June 30, 2001; the related unaudited statements of
operations and cash flows for the three and six month period ended December
31, 2001 and 2000 and from January 30, 1995 (inception) through December 31,
2001 are attached hereto and incorporated herein by this reference.
3
AMERITYRE CORPORATION
(A Development Stage Company)
BALANCE SHEETS
ASSETS
DECEMBER 31, JUNE 30,
2001 2001
------------ ------------
(Unaudited)
Current Assets:
Cash and cash equivalents $ 263,789 $ 530,052
Accounts receivable - net 26,144 13,678
Inventory 542,132 400,920
Prepaid expenses 25,319 20,160
------------ ------------
Total Current Assets 857,384 964,810
------------ ------------
Property and Equipment
Land - 59,000
Building and improvements 41,613 305,532
Equipment 1,322,418 1,265,200
Furniture and fixtures 7,692 7,692
Automobiles 12,153 12,153
Less: accumulated depreciation (869,894) (807,460)
------------ ------------
Total Property and Equipment 513,982 842,117
------------ ------------
Other Assets:
Patents - net 64,812 41,940
Deposits 7,180 7,180
------------ ------------
Total Other Assets 71,992 49,120
------------ ------------
TOTAL ASSETS $ 1,443,358 $ 1,856,047
============ ============
The accompanying notes are an integral part of these financial statements.
4
AMERITYRE CORPORATION
(A Development Stage Company)
BALANCE SHEETS (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
DECEMBER 31, JUNE 30,
2001 2001
------------ ------------
(Unaudited)
Current Liabilities:
Accounts payable $ 66,592 $ 225,872
Accrued expenses 9,139 11,240
Note payable - related party - 77,000
Interest payable related party - 16,597
Stock subscription deposit - 25,000
------------ ------------
Total current liabilities 75,731 355,709
------------ ------------
TOTAL LIABILITIES 75,731 355,709
------------ ------------
Stockholder Equity:
Preferred stock, par value $0.001,
5,000,000 shares authorized, 0 shares
issued and outstanding - -
Common stock, par value $0.001, 25,000,000
shares authorized, 13,528,281 and 13,291,635
shares issued and outstanding, respectively 13,528 13,292
Additional paid-in capital 17,379,039 16,576,110
Stock subscriptions receivable (925,743) (1,458,307)
Prepaid expenses (262,750) (65,250)
Deficit accumulated during the
development stage (14,836,447) (13,565,507)
------------ ------------
Total stockholders' equity 1,367,627 1,500,338
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,443,358 $ 1,856,047
============ ============
The accompanying notes are an integral part of these financial statements.
5
AMERITYRE CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
For the For the
Three Months Three Months
Ended Ended
December 31, December 31,
2001 2000
------------ ------------
NET SALES $ 66,687 $ 14,423
COST OF SALES 46,713 27,066
------------ ------------
GROSS MARGIN 19,974 (12,643)
------------ ------------
EXPENSES
Consulting 97,999 158,912
Payroll and payroll taxes 280,798 408,864
Depreciation and amortization 54,921 61,241
Bad debt expense - -
Selling, general and administrative 373,675 445,247
------------ ------------
Total Expenses 807,393 1,074,264
------------ ------------
LOSS BEFORE OTHER INCOME (EXPENSES) (787,419) (1,086,907)
------------ ------------
OTHER INCOME (EXPENSES)
Other income - -
Interest income 21,170 28,553
Interest expense - (1,649)
Impairment loss - -
Inventory impairment loss - -
Loss on termination of employment agreement - -
Loss on disposition of assets - (5,125)
------------ ------------
TOTAL OTHER INCOME (EXPENSES) 21,170 21,779
------------ ------------
NET LOSS BEFORE DISCONTINUED OPERATIONS $ (766,249) $ (1,065,128)
============ ============
DISCONTINUED OPERATIONS
Loss from discontinued operations - -
Gain from disposition of subsidiary - -
------------ ------------
Net Discontinued Operations - -
------------ ------------
NET LOSS $ (766,249) $ (1,065,128)
------------ ------------
BASIC LOSS PER SHARE
Loss from operations $ (0.06) $ (0.09)
Discontinued operations - -
------------ ------------
Basic Loss Per Share $ (0.06) $ (0.09)
============ ============
WEIGHTED AVERAGE NUMBER OF SHARES 13,528,301 11,791,078
============ ============
The accompanying notes are an integral part of these financial statements.
6
AMERITYRE CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
For the For the Inception on
Six Months Six Months January 30,
Ended Ended 1995 Through
December 31, December 31, December 31,
2001 2000 2001
------------ ------------ ------------
NET SALES $ 90,379 $ 66,746 $ 349,710
COST OF SALES 61,591 79,784 453,627
------------ ------------ ------------
GROSS MARGIN 28,788 (13,038) (103,917)
------------ ------------ ------------
EXPENSES
Consulting 225,653 423,515 2,447,596
Payroll and payroll taxes 414,079 487,815 4,320,254
Depreciation and amortization 109,251 123,222 1,098,171
Bad debt expense - - 52,112
Selling, general and administrative 613,644 670,915 4,249,944
------------ ------------ ------------
Total Expenses 1,362,627 1,705,467 12,168,077
------------ ------------ ------------
LOSS BEFORE OTHER INCOME (EXPENSES) (1,333,838) (1,718,505) (12,271,994)
------------ ------------ ------------
OTHER INCOME (EXPENSES)
Other income - - 2,298
Interest income 44,862 53,100 274,853
Interest expense - (3,299) (637,401)
Impairment loss - - (1,694,111)
Asset impairment loss - - (58,426)
Loss on termination of employment agreement - - (240,000)
Gain (Loss)on disposition of assets 18,036 (5,125) 54,549
------------ ------------ ------------
TOTAL OTHER INCOME (EXPENSES) 62,898 44,676 (2,298,238)
------------ ------------ ------------
NET LOSS BEFORE DISCONTINUED OPERATIONS $(1,270,940) $ (1,673,829) $(14,570,232)
============ ============ ============
DISCONTINUED OPERATIONS
Loss from discontinued operations - - (495,108)
Gain from disposition of subsidiary - - 228,893
------------ ------------ ------------
Net Discontinued Operations - - (266,215)
------------ ------------ ------------
NET LOSS $ (1,270,940) $ (1,673,829) $(14,836,447)
------------ ------------ ------------
BASIC LOSS PER SHARE
Loss from operations $ (0.09) $ (0.14)
Discontinued operations - -
------------ ------------
Basic Loss Per Share $ (0.09) $ (0.14)
============ ============
WEIGHTED AVERAGE NUMBER OF SHARES 13,567,718 11,586,741
============ ============
The accompanying notes are an integral part of these financial statements.
7
AMERITYRE CORPORATION
(A Development Stage Company)
Statements of Cash Flows (Continued)
(Unaudited)
From
For the For the Inception on
Six Months Six Months January 30,
Ended Ended 1995 Through
December 31, December 31, December 31,
2001 2000 2001
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (1,270,940) $ (1,673,829) $(14,836,447)
Adjustments to Reconcile Net (Loss) to
Net Cash (Used) by Operating Activities:
Depreciation and amortization 109,251 123,222 1,098,171
Bad debt expense - - 52,112
(Gain) loss on disposition of assets (18,036) 5,125 (54,549)
Asset Impairment loss - - 1,752,537
(Gain) on disposition of subsidiary - - (228,893)
Loss on termination of employment contract - - 240,000
Loss from discontinued operations - - 495,108
Additional expense on stock options granted - - 313,818
Common stock issued for services 300,000 333,750 2,115,038
Services provided in lieu of cash payment
on subscriptions receivable - - 75,000
Common stock issued in lieu of interest - - 499,519
Interest on subscriptions receivable (6,427) (46,720) (114,520)
Changes in Assets and Liabilities:
(Increase) decrease in accounts receivable
and accounts receivable - related party (12,466) 5,566 (78,256)
(Increase) decrease in inventory (141,211) (9,131) (542,131)
(Increase) decrease in prepaid expenses 17,341 (3,094) 1,053,931
(Increase) decrease in other assets 2,252 (19,304) (17,609)
Increase (decrease) in accounts payable and
accrued expenses (42,813) (124,642) 64,092
------------ ------------ ------------
Net Cash (Used) by Operating Activities (1,063,049) (1,409,057) (8,113,079)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for patents (23,905) - (101,647)
Sale of Equipment 322,919 - 398,419
Purchase of property and equipment (57,218) (119,686) (1,827,207)
Purchase of subsidiary - - (400,000)
------------ ------------ ------------
Net Cash Provided (Used) by Investing Activities $ 241,796 $ (119,686) $ (1,930,435)
------------- ------------ ------------
The accompanying notes are an integral part of these financial statements.
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AMERITYRE CORPORATION
(A Development Stage Company)
Statements of Cash Flows (Continued)
(Unaudited)
From
For the For the Inception on
Six Months Six Months January 30,
Ended Ended 1995 Through
December 31, December 31, December 31,
2001 2000 2001
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of common stock $ - $ - $ (439,862)
Receipt of subscription receivable 36,990 41,175 136,776
Payment of stock offering costs - - (160,400)
Proceeds from notes payable - - 2,298,838
Increase (decrease) in stock subscription deposit (25,000) 561,397 -
Payments made on notes payable and line of credit - - (429,838)
Payments made to related parties - - (16,000)
Common stock issued for cash 543,000 1,079,450 8,917,790
------------ ------------ ------------
Net Cash Provided (Used) by Financing
Activities 554,990 1,682,022 10,307,303
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH (266,263) 153,279 263,789
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 530,052 22,483 -
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 263,789 $ 175,762 $ 263,789
============ ============ ============
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES
CASH PAID FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
Common stock issued for services rendered $ 300,000 $ 333,750 $ 2,115,038
Common stock issued in lieu of debt and interest $ 80,000 $ - $ 2,321,519
Common stock issued for acquisition of subsidiary $ - $ - $ 1,550,000
Common stock issued as prepaid expenses $ 220,000 $ - $ 1,582,000
Common stock issued for equipment $ - $ - $ 12,500
Common stock issued for subscription receivable $ - $ - $ 1,040,000
The accompanying notes are an integral part of these financial statements.
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AMERITYRE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to the Unaudited Financial Statements
December 31, 2001 and June 30, 2001
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed financial statements have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted in accordance
with such rules and regulations. The information furnished in the interim
condensed financial statements include normal recurring adjustments and
reflects all adjustments, which, in the opinion of management, are necessary
for a fair presentation of such financial statements. Although management
believes the disclosures and information presented are adequate to make the
information not misleading, it is suggested that these interim condensed
financial statements be read in conjunction with the Company's most recent
audited financial statements and notes thereto included in its June 30, 2001
Annual Report on Form 10-KSB. Operating results for the three and six months
ended December 31, 2001 are not necessarily indicative of the results that may
be expected for the year ending June 30, 2002.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has historically incurred significant losses which have
resulted in an accumulated deficit of $14,836,447 at December 31, 2001 which
raises substantial doubt about the Company's ability to continue as a going
concern. The accompanying financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result from the
outcome of this uncertainty. It is the intent of management to create
additional revenues through the development and sales of its patented tires
and to obtain additional equity financing if required to sustain operations
until revenues are adequate to cover the costs.
NOTE 3 - MATERIAL EVENT
In April 2000 the Company filed an action in the United States District Court,
District of Nevada, Case No. CV-S 00-0540-DWH-LRL, against Roger A. Fleming
("Fleming"), a former officer, director and current shareholder. In December
2001, the Company reached a definitive settlement agreement with Mr. Fleming,
wherein he agreed to return for cancellation a total of 300,000 shares of the
630,000 shares that received in connection with his employment agreement. A
final Dismissal with Prejudice was filed in the United States District Court
for the Northern District of Ohio, Eastern Division, on December 26, 2001.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-looking Statements
----------------------------------------------------------
This report may contain "forward-looking" statements. Examples of forward-
looking statements include, but are not limited to: (a) projections of our
revenues, capital expenditures, growth, prospects, dividends, capital
structure and other financial matters; (b) statements of our plans and
objectives; (c) statements relating to our future economic performance; (d)
statements of our assumptions underlying other statements and statements about
us relating to the future; and (e) any statements we may make using the words
"anticipate," "expect," "may," "project," "intend" or similar expressions.
General
-------
We have proprietary and nonproprietary technology for the manufacturing of
flat-free specialty tires for bicycles and lawn and garden tires
("Products")from polyurethanes. Our primary marketing strategy has been to
introduce our Products through sales to original equipment manufacturers, tire
distributors and dealers, and direct market to customers via our internet
website www.amerityre.com.
In October 2001, we implemented a plan to place our Products in bicycle shops,
hardware stores and tire stores. Since implementing the plan we have placed
our products in over 1,000 retail outlets in 30 states. We are presently
negotiating with retail chains representing several thousand more retail
outlets and our goal is to have our Products carried in 10,000 such outlets
throughout the United States by the end of December 2002. Dealer locations can
be accessed through our website.
Our Results of Operations for the Three and Six Month Periods ended December
31, 2001 compared to the Three and Six Month Periods ended December 31, 2000
----------------------------------------------------------------------------
Revenue: Our net sales for the three and six month periods ended December 31,
2001 were $66,687 and $90,379, respectively, compared to $14,423 and $66,746
for the comparable periods ended December 31, 2000. We have seen an increase
in the sales of our Products since implementing our direct marketing plan to
retail outlets in October 2001. Further, our increase in sales during the six
month period ended December 31, 2001 as compared to the same six month period
in 2000 is directly attributed to our shift from marketing "Lazer"
bicycles to focusing on sales of Products through tire distributorships and
dealer networks. We expect our net sales to continue to increase as we
continue to expand dealer locations, market awareness and Product
availability.
Cost of Sales: Our cost of sales for three and six month periods ended
December 31, 2001 were $46,713 and $61,591, or 70% and 68% of sales,
respectively. Our cost of sales for the three and six month periods ended
December 31, 2000 were $27,066 and $79,784, or 187% and $120% of sales,
respectively. The decrease in the percentage that our cost of sales represent
to our net revenues for the three and six month periods ended December 31,
2001, is directly related to the economies of scale associated with producing
our Products. We believe that our costs of sales as a percentage of net
revenues may continue to decrease as our costs are spread over a broader range
of Products.
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Operating Expenses: Our total operating expenses for the three and six month
periods ended December 31, 2001, were $807,393 and $1,362,627, respectively.
These expenses consisted mainly of payroll and payroll taxes of $280,798 and
$414,079; consulting expenses of $97,999 and $225,653; depreciation and
amortization expenses of $54,921 and $109,251; and selling, general and
administrative expenses of $373,675 and $613,644, resulting in losses from
operations of $787,419 and $1,333,838, respectively. Our total operating
expenses for the three and six month periods ended December 31, 2000, were
$1,074,264 and $1,705,467, respectively. These expenses consisted mainly of
payroll and payroll taxes of $408,864 and $487,815; consulting expenses of
$158,912 and $423,515; depreciation and amortization expenses of $61,241 and
$123,222; and selling, general and administrative expenses of $445,247 and
$670,915, resulting in losses from operations of $1,086,907 and $1,718,505,
respectively.
For the three and six month periods ended December 31, 2001, consulting
expenses decreased $60,913 and $197,862, respectively, from the comparable
periods in the prior year as we utilized less third-party consulting services.
In the 2001 reporting periods, payroll and payroll taxes decreased $128,066
and $73,736, respectively, and selling, general and administrative expenses
decreased $71,572 and $57,271, respectively, as we continued cost-cutting
efforts and shifted administrative responsibilities. In addition, our
depreciation and amortization expenses for the 2001 reporting periods
decreased $6,320 and $13,971, respectively, as a result of our sale of the
Ravenna, Ohio facility. We expect our operating expenses to be approximately
$200,000 per month for the remainder of the fiscal year based on our current
operating requirements.
Other Income and Expense. During the three and six month periods ended
December 31, 2001, we had interest income of $21,170 and $44,862,
respectively, compared to $28,553 and $53,100, respectively, for the
comparable periods in 2000. Our interest income is derived from our cash and
cash equivalents held in interest bearing accounts. During the 2001 reporting
periods we had no interest expense, however, in the 2000 reporting periods we
had nominal interest expense of $1,649 and $3,299, respectively. During the
six month period ended December 31, 2001, we had a gain of $18,036 associated
with the disposition of our Ravenna, Ohio facility, for total other income of
$62,898 compared to total other income of $44,676 for the comparable period in
2000, which included a loss on disposition of assets of $5,125.
We experienced a net loss of $766,249 and $1,270,940, respectively, for the
three and six month periods ended December 31, 2001, with a basic loss per
share of $0.06 and $0.09, based on the weighted average number of shares
outstanding of 13,528,301 and 13,567,718. For the comparative period in 2000,
we experienced a net loss of $1,065,128 and $1,673,829, respectively, with a
basis loss per share of $0.09 and $0.14, based on the weighted average number
of shares outstanding of 11,791,078 and 11,586,741.
Liquidity and Capital Resources
---------------------------------
During the six month period ended December 31, 2001, we issued 271,500 shares
of our common stock for cash at $2.00 per share, for aggregate cash proceeds
of $543,000.00. In addition, we issued 125,000 shares valued at $2.00 per
share for services; 10,000 shares valued at $2.00 per share for prepaid
services; 7,646 shares valued at approximately $3.92 per share in lieu of
debt; and 22,500 shares valued at approximately $2.22 per share in lieu of
cash payment for royalties due on a technology license agreement, for an
aggregate value of $350,000 during the reporting period.
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We had current assets of $857,384 and current liabilities of $75,731 for
working capital of $781,650 at December 31, 2001. Our current assets consisted
largely of cash and cash equivalents of $263,789 and inventory of $542,132,
while accounts receivable of $26,144 and prepaid expenses of $25,319 made up
the balance. Net cash used in our operations was $1,063,049 and $1,409,057 for
the six month period ended December 31, 2001 and December 31, 2000,
respectively. Cash used by our operating activities for the six months ended
December 31, 2001 was funded primarily by cash received from the sale of our
stock and the value of stock issued in lieu of debt and for services.
At December 31, 2001, we had net property and equipment of $513,982, after
deducting $869,894 in accumulated depreciation. Our property and equipment
consist mainly of equipment, $1,330,010; building and improvements, $41,613;
and vehicles, $12,153. At December 31, 2001, we had an accumulated deficit
during the development stage of $14,836,447, and we had limited working
capital and internal financial resources. The report of our auditor for our
most recent fiscal year ended June 30, 2001, contains a going concern
modification as to our ability to continue. During fiscal 2002 (July 1, 2001
through June 30, 2002), we expect that we will be able to continue measures
that will (i) reduce unnecessary cash outflows, (ii) increase revenues through
our improved marketing effort; and (iii) raise needed working capital through
the issuance of our stock for services and cash.
Additionally, we believe we have implemented an overall strategy and certain
financing options to meet our ongoing needs through June 30, 2002. Due to our
constant need for working capital, when necessary, we will seek additional
equity financing from existing shareholders and other investment capital
resources. However, we have no commitments for any additional debt or equity
financing at this time and no assurance can be given that we will be able to
obtain any such commitments. Because we have limited financial resources, we
do not have any existing commitments and we do not anticipate expending any
substantial sums for new research and development during the fiscal year ended
June 30, 2002.
Impact of Inflation
-------------------
At this time we do not anticipate that inflation will have a material impact
on our current or future operations.
Principal Customers
-------------------
During the three and six month periods ended December 31, 2001, we have had no
individual customer that accounted for more than 10% of our revenues.
Seasonality
-----------
At this time we know of no seasonal aspects relating to the nature of our
business operations that has a material effect on the financial condition or
results of our operations.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In April 2000 we filed an action in the United States District Court, District
of Nevada, Case No. CV-S 00-0540-DWH-LRL, against Roger A. Fleming
("Fleming"), a former officer, director and current shareholder. In December
2001, we reached a definitive settlement agreement with Mr. Fleming, wherein
he agreed to return to us for cancellation a total of 300,000 shares of the
630,000 shares which he had received in connection with his employment
agreement. A final Dismissal with Prejudice was filed in the United States
District Court for the Northern District of Ohio, Eastern Division, on
December 26, 2001.
ITEM 2. CHANGES IN SECURITIES
During the three month period ended December 31, 2001, we issued an aggregate
of 243,646 shares of our common stock, consisting of 1,000 shares for $2,000
cash at $2.00 per share; 100,000 shares for employment services of $200,000
valued at $2.00 per share; 12,500 shares for legal fees valued at $2.00 per
share; 100,000 shares for prepaid employment compensation of $200,000 valued
at $2.00 per share; 22,500 shares in lieu of cash for royalty expenses of
$50,000 valued at $2.22; and 7,646 shares for third-party consulting services
$30,000.00 valued at approximately $3.92 per share
All of our shares issued in the foregoing transactions were issued in reliance
on the exemption from registration and prospectus delivery requirements of the
Act set forth in Section 3(b) and/or Section 4(2) of the Securities Act and
the regulations promulgated thereunder.
In December 2001, we cancelled 300,000 shares of our common stock based on
terms of the settlement agreement with our former officer. See Item 1. Legal
Proceedings, above.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On December 14, 2001, at our annual meeting of shareholders, a majority of the
shareholders elected Richard A. Steinke, Louis M. Haynie, Henry D. Moyle,
William K. Watkins, and Gene Stipe to the board of directors. Each director
will serve until our next annual meeting and until his or her successor is
duly elected and qualified. Vacancies on the Board during the year may be
filled by the majority vote of the directors in office at the time of the
vacancy without further action by the stockholders. In addition, a majority
of the shareholders approved the selection of HJ & Associates,LLC, as our
independent public accountants for fiscal 2002.
14
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
None.
(b) REPORTS ON FORM 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERITYRE CORPORATION
Dated: February 14, 2002 /S/DAVID K. GRIFFITHS
-----------------------------------
Principal Accounting Officer