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 March 31, 2003
[ ] 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.)
1501 INDUSTRIAL ROAD, BOULDER CITY, NEVADA 89005
------------------------------------------ ------------------
(Address of principal executive offices) (Zip Code)
(702) 294-2689
----------------------------------------------------
(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 15,057,368 shares of common stock, par value $0.001, as of May 14,
2003.
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
our 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 March 31, 2003 and our audited balance sheet
as of June 30, 2002; and the related unaudited statements of operations for
the three and nine month periods ended March 31, 2003 and unaudited statement
of cash flows for the nine month period ended March 31, 2003, are attached
hereto and incorporated herein by this reference.
3
AMERITYRE CORPORATION
BALANCE SHEETS
ASSETS
MARCH 31, JUNE 30,
2003 2002
------------ -------------
(Unaudited)
CURRENT ASSETS
Cash $ 92,687 $ 774,345
Accounts receivable - net 137,888 102,996
Inventory 388,118 407,136
Prepaid expenses 93,436 56,228
------------ ------------
Total Current Assets 712,129 1,340,705
------------ ------------
PROPERTY AND EQUIPMENT
Leasehold improvements 116,419 41,613
Equipment 1,558,182 1,499,512
Furniture and fixtures 51,706 19,730
Vehicles 31,541 31,541
Less - accumulated depreciation (1,103,028) (976,840)
------------ ------------
Total Property and Equipment 654,820 615,556
------------ ------------
OTHER ASSETS
Construction in progress 418,495 -
Patents and trademarks - net 91,070 82,080
Deposits 43,180 7,180
------------ ------------
Total Other Assets 552,745 89,260
------------ ------------
TOTAL ASSETS $ 1,919,694 $ 2,045,521
============ ============
The accompanying notes are an integral part of these unaudited financial
statements.
4
AMERITYRE CORPORATION
BALANCE SHEETS (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
MARCH 31, JUNE 30,
2003 2002
------------ -------------
(Unaudited)
CURRENT LIABILITIES
Accounts payable $ 209,551 $ 95,584
Accrued expenses 9,894 10,992
Stock subscription deposit 89,020 9,000
------------ ------------
Total Current Liabilities 308,465 115,576
------------ ------------
Total Liabilities 308,465 115,576
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock: 5,000,000 shares authorized
of $0.001 par value, -0- shares issued and
outstanding - -
Common stock: 25,000,000 shares authorized of
$0.001 par value, 14,907,708 and 14,187,731
shares issued and outstanding, respectively 14,908 14,188
Additional paid-in capital 21,519,613 20,090,261
Stock subscriptions receivable (192,095) (562,721)
Expenses prepaid with common stock (172,375) (150,750)
Deferred consulting (48,950) (103,433)
Deficit accumulated during the development
stage (14,831,189) (14,831,189)
Deficit accumulated subsequent to the
development stage (4,678,683) (2,526,411)
------------ ------------
Total Stockholders' Equity 1,611,229 1,929,945
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,919,694 $ 2,045,521
============ ============
The accompanying notes are an integral part of these unaudited financial
statements.
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AMERITYRE CORPORATION
Statements of Operations
(Unaudited)
For the Three Months Ended
March 31,
----------------------------
2003 2002
------------ ------------
NET SALES $ 291,295 $ 136,988
COST OF SALES 294,385 103,380
------------ ------------
GROSS (DEFICIT) MARGIN (3,090) 33,608
------------ ------------
EXPENSES
Consulting 128,636 39,755
Payroll and payroll taxes 254,818 236,876
Depreciation and amortization 7,846 55,044
Selling, general and administrative 346,358 239,902
------------ ------------
Total Expenses 737,658 571,577
------------ ------------
LOSS FROM OPERATIONS (740,748) (537,969)
------------ ------------
OTHER INCOME (EXPENSE)
Interest income 3,488 5,180
Other Income 117 209
Gain on disposal of assets - -
Interest expense - (203)
------------ ------------
TOTAL OTHER INCOME (EXPENSE) 3,605 5,186
------------ ------------
NET LOSS $ (737,143) $ (532,783)
------------ ------------
BASIC LOSS PER SHARE $ (0.05) $ (0.04)
============ ============
WEIGHTED AVERAGE NUMBER OF SHARES 14,701,603 13,828,282
============ ============
The accompanying notes are an integral part of these unaudited financial
statements.
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AMERITYRE CORPORATION
Statements of Operations (Continued)
(Unaudited)
For the Nine Months Ended
March 31,
----------------------------
2003 2002
------------ ------------
NET SALES $ 731,296 $ 227,367
COST OF SALES 755,728 164,971
------------ ------------
GROSS (DEFICIT) MARGIN (24,432) 62,396
------------ ------------
EXPENSES
Consulting 237,106 265,408
Payroll and payroll taxes 726,783 650,955
Depreciation and amortization 127,380 164,295
Selling, general and administrative 1,051,664 853,616
------------ ------------
Total Expenses 2,142,933 1,934,274
------------ ------------
LOSS FROM OPERATIONS (2,167,365) (1,871,878)
------------ ------------
OTHER INCOME (EXPENSE)
Interest income 14,367 50,043
Other Income 726 209
Gain on disposal of assets - 18,036
Interest expense - (203)
------------ ------------
TOTAL OTHER INCOME (EXPENSE) 15,093 68,085
------------ ------------
NET LOSS $ (2,152,272) $ (1,803,793)
------------ ------------
BASIC LOSS PER SHARE $ (0.15) $ (0.13)
============ ============
WEIGHTED AVERAGE NUMBER OF SHARES 14,460,457 13,807,929
============ ============
The accompanying notes are an integral part of these unaudited financial
statements.
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AMERITYRE CORPORATION
Statements of Cash Flows
(Unaudited)
For the Nine Months Ended
March 31,
---------------------------
2003 2002
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,152,272) $ (1,803,793)
Adjustments to reconcile net loss to net
cash (used) by operating activities:
Depreciation and amortization 127,380 164,295
(Gain) on disposition of assets - (90,425)
Common stock issued for services 260,518 325,000
Stock options issued for services 2,870 -
Services provided in lieu of cash payment
on subscriptions receivable 14,249 -
Interest on subscriptions receivable (20,229) (9,571)
Exercise of stock options for services 23,592 -
Amortization of expenses prepaid with
common stock 287,875 -
Amortization of deferred consulting expense 4,483 -
Changes in assets and liabilities:
(Increase) in accounts receivable
and accounts receivable - related (34,892) (52,833)
(Increase) decrease in inventory 19,018 (144,613)
(Increase) decrease in prepaid expenses (37,208) 159,269
(Increase) in other assets (36,000) -
Increase in accounts payable and
accrued expenses 112,867 27,923
------------- -------------
Net Cash (Used) by Operating Activities (1,427,749) (1,424,748)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for patents (10,180) (33,265)
Proceeds from sale of fixed assets - 322,920
Purchase of equipment (583,947) (45,786)
------------- -------------
Net Cash Provided (Used) by
Investing Activities $ (594,127) $ 243,869
------------- -------------
The accompanying notes are an integral part of these unaudited financial
statements.
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AMERITYRE CORPORATION
Statements of Cash Flows (Continued)
(Unaudited)
For the Nine Months Ended
March 31,
---------------------------
2003 2002
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Receipt of subscriptions receivable $ 391,168 $ 267,914
Increase (decrease) in stock subscription
deposit 80,020 (25,000)
Common stock issued for cash 869,030 635,999
------------ ------------
Net Cash Provided by Financing Activities 1,340,218 878,913
------------ ------------
NET (DECREASE) IN CASH (681,658) (301,966)
CASH AT BEGINNING OF PERIOD 774,345 530,052
------------ ------------
CASH AT END OF PERIOD $ 92,687 $ 228,086
============ ============
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES
CASH PAID FOR:
Interest $ - $ -
Income taxes $ - $ -
NON-CASH FINANCING ACTIVITIES
Common stock issued for services rendered $ 260,518 $ 325,000
Common stock issued for prepaid expenses $ 309,500 $ 370,000
Common stock issued in lieu of debt
and interest $ - $ 30,000
The accompanying notes are an integral part of these unaudited financial
statements.
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AMERITYRE CORPORATION
Notes to the Unaudited Financial Statements
March 31, 2003 and June 30, 2002
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 in the United States of America 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, 2002 Annual Report on Form 10-KSB. Operating results
for the three month and nine months ended March 31, 2003 are not necessarily
indicative of the results that may be expected for the year ending June 30,
2003.
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 a total accumulated deficit of approximately $19.5 million at
March 31, 2003 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 EVENTS
During the three month period ended March 31, 2003, the Company issued 339,515
shares of its restricted common stock for cash of $679,030 and 12,500 shares
of its restricted common stock for a subscription deposit of $25,000, or $2.00
per share.
During the three month period ended March 31, 2003, the Company issued 12,500
shares of its restricted common stock to an unrelated consultant for services.
The shares were valued at the market price on the date of issue, or $1.95 per
share.
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AMERITYRE CORPORATION
Notes to the Unaudited Financial Statements
March 31, 2003 and June 30, 2002
NOTE 3 - MATERIAL EVENTS (Continued)
During the three month period ended March 31, 2003, the Company issued 50,000
shares of its common stock to an unrelated consultant for prepaid services
through April 30, 2003. The shares were valued at the market price on the date
of issue, or $1.95 per share. The unamortized balance of $24,375 is included
as part of expenses prepaid with common stock and reflected as a reduction in
stockholders' equity.
During the nine months ended March 31, 2003, the Company issued 200,000 shares
of its restricted common stock to its Chief Executive Officer for payment of
compensations expense of $318,000 for the nine months ended March 31, 2003 and
prepayment of $106,000 in compensation expense for the remaining three months
ending June 30, 2003 (which amount is included as a part of expenses prepaid
with common stock and reflected as a reduction in Stockholders' Equity).
In August 2002, the Company issued a purchase order to have a rotary molding
machine built by an unrelated party for a total of $425,000. The purchase
order calls for the Company to make three equal installment payments of
$106,250 during the construction of the equipment, after which, the remaining
$106,250 is to be paid upon completion and installment of the machine. The
first payment was made in August 2002, the second in October 2002 and the
third in January 2003. The Company expects to take possession of the machine
during the fourth quarter of the 2003 fiscal year.
The Company has paid an additional $99,745 in costs related to expansion and
installation. All payments have been classified as "Other Assets -
Construction-in-progress" at March 31, 2003 and will be reclassified to
equipment and depreciated upon completion, installation and commencement of
usage of the equipment.
On October 15, 2002, the Company entered into a lease for a new corporate
headquarters and manufacturing facility. The lease has a five year term with
monthly payments of $16,000 and annual $500 per month increases each year
beginning the second year. A deposit of $36,000 was made to secure the
facility and the Company has capitalized a total of $74,807 in leasehold
improvements.
NOTE 4 - SUBSEQUENT EVENTS
In April and May 2003, the Company issued a total of 149,660 shares of its
restricted common stock for cash of $299,320, or $2.00 per share.
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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 of our future economic performance; (d) statements
of assumptions underlying other statements and statements about us and our
business relating to the future; and (e) any statements using the words
"anticipate," "expect," "may," "project," "intend" or similar expressions.
We were incorporated as a Nevada corporation on January 30, 1995 under the
name American Tire Corporation, to take advantage of certain proprietary and
nonproprietary technology available for the manufacturing of Flatfree(TM)
tires from polyurethane. In December 1999 we changed our name to Amerityre
Corporation. Since our inception, we have developed additional proprietary
technology relating to Flatfree(TM) tires so that we have completed the
fundamental technical development of the processes to manufacture non-highway
use Flatfree(TM) tires for markets such as bicycle, wheelbarrow, wheelchair,
riding lawnmowers and golf cars (the "Products").
Historically, we have essentially been a technology company in the development
stage, manufacturing a limited number of products for the purpose of
validating our Flatfree(TM) tire technology. During the past year we have
developed, demonstrated and tested various Products for Original Equipment
Manufacturers (OEM) with "low-duty" needs. Understanding that most OEMs
utilize a lengthy evaluation process, in October 2001, we began implementing a
plan to place a limited number of our Products into the replacement tire
aftermarket (i.e., bicycle shops, hardware stores and tire stores throughout
the United States) through regional sales representatives.
In the fall of 2002, we hired an independent consultant to assist us in
evaluating (1) the cost of goods and equipment utilization and requirements of
our manufacturing operations, and (2) our sales and marketing plan on a
product sector basis. In January 2003, we began to incorporate revisions to
our methods, processes and costs in order to achieve necessary manufacturing
efficiencies (i.e., line automation, reduced material costs, reduced product
weights, etc.). It is our expectation that it will take approximately 12
months to fully implement these efficiencies. Beginning in April 2003, we also
began to incorporate revisions to our sales and marketing plan to emphasis a
sector by sector market driven approach to achieve distribution and sell thru
support to maintain distribution. As a result, our sales focus has shifted
from regional sales representatives calling on individual customer accounts to
salesmen working directly with original equipment manufacturers and
distributors. In addition, we have implemented an in-house telemarketing
program to maintain contact with existing dealer accounts. We believe that
this program will be fully implemented by the end of June 2003.
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Our Results of Operations for the Three and Nine Month Periods ended March 31,
2003 compared to the Three and Nine Month Periods ended March 31, 2002
----------------------------------------------------------------------------
Net sales and cost of sales: Our net sales for the three and nine month
periods ended March 31, 2003 were $291,295 and $731,296, respectively,
compared to $136,988 and $227,367 for the comparable periods ended March 31,
2002. Cost of sales for the three and nine months ended March 31, 2003 were
$294,385 and $755,728, or 101% and 103% of sales, respectively. Our cost of
sales for three and nine month periods ended March 31, 2002 were $103,380 and
$164,971, or 75.5% and 72.5% of sales, respectively. We believe that our cost
of sales as a percent of sales will be reduced as our volume of Product sales
exceeds the costs of Product production (i.e., labor, raw material and related
component costs). In addition, we are analyzing our Product costs and we will
eliminate manufacturing Products that have lower margins and replace them with
new Products with acceptable margins. We believe we currently have sufficient
employees to merit a substantial increase in production without incurring a
proportionately equivalent increase in labor costs. In addition, we continue
to negotiate reductions in material costs from our chemical and component
suppliers.
The Company knows of no other predictable events or uncertainties that may be
reasonably expected to have a material negative impact on the net sales
revenues or income from continuing operations other than the general downturn
in the U.S. economy over the past several months and any reduced consumer
confidence resulting therefrom.
Operating Expenses: Our total operating expenses for the three and nine months
ended March 31, 2003 were $737,658 and $2,142,933, respectively. These
expenses consisted of: consulting expenses of $128,636 and $237,106; payroll
and payroll taxes of $254,818 and $726,783; depreciation and amortization of
$7,846 and $127,380; and general and administrative expenses of $346,358 and
$1,051,664, resulting in losses from operations of $740,748 and $2,167,365,
respectively. Our total operating expenses for the three and nine month
periods ended March 31, 2002, were $571,577 and $1,934,274, respectively.
These expenses consisted of: consulting expenses of $39,755 and $265,408;
payroll and payroll taxes of $236,876 and $650,955; depreciation and
amortization expenses of $55,044 and $164,295; and general and administrative
expenses of $239,902 and $853,616, resulting in losses from operations of
$537,969 and $1,871,878, respectively.
The overall increase in our operating expenses during the current nine month
period compared to the same period the prior year can almost entirely be
attributed to increases in payroll and payroll taxes and selling, general and
administrative expenses associated with the addition of executive and
marketing personnel. These expenses were offset by reduced consulting fees
and a reduction in depreciation on our manufacturing equipment. We expect our
operating expenses to remain relatively constant for the remainder of the
fiscal year at an estimated $230,000 per month.
Other Income and Expense. During the three and nine month periods ended March
31, 2003, we had interest income of $3,488 and $14,367, respectively, compared
to $5,180 and $50,043, respectively, for the comparable periods in 2002. Our
interest income is derived from our cash held in interest bearing accounts.
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We experienced a net loss of $737,143 and $2,152,272, respectively, for the
three and nine months ended March 31, 2003, with a basic loss per share of
$0.05 and $0.15 per share, based on the weighted average number of shares
outstanding of 14,701,603 and 14,460,457. In the prior year periods, we
experienced a net loss of $532,783 and $1,803,793, respectively, for the three
and nine months ended March 31, 2002, with a basic loss per share of $0.04 and
$0.13, based on the weighted average number of shares outstanding of
13,828,282 and 13,807,929.
Liquidity and Capital Resources
-------------------------------
We had current assets of $712,129 and current liabilities of $308,465, for a
working capital surplus of $403,664 at March 31, 2003. Current assets
consisted of cash of $92,687, accounts receivable of $137,888, inventory of
$388,118, and prepaid expenses of $93,436. Net cash used in operations was
$1,427,749 and $1,424,748 for the nine month periods ended March 31, 2003 and
2002, respectively. Our operations for the nine months ended March 31, 2003
have been funded primarily by accounts receivables, the sale of common stock
and the issuance of common stock for services and salary. Our operations for
the comparative period ended March 31, 2002 were also funded primarily by the
sale of common stock and the issuance of common stock for services and salary.
At March 31, 2003, we had net property and equipment of $654,820 after
deduction of $1,103,028 in accumulated depreciation, a net increase of $39,264
compared to June 30, 2002. The increase was a direct result of our
consolidating the location of our administrative and manufacturing facilities
to Boulder City, Nevada. At March 31, 2003, we had property and equipment
consisting of manufacturing equipment, $1,558,182; leasehold improvements,
$116,419; furniture & fixtures, $51,706; and vehicles of $31,541. We have
classified $418,495 of payments for "construction in progress" of new
equipment under Other Assets and these payments will be reclassified to
equipment and depreciated upon completion, installation and commencement of
usage of the equipment.
Because we had an accumulated deficit during the development stage of
$14,831,189, and an additional deficit of $2,526,411 accumulated subsequent to
the development stage, our audit report at June 30, 2002 contains a going
concern modification as to our ability to continue as a going concern. At
March 31, 2003, the deficit accumulated subsequent to the development stage is
now $4,678,683. We are currently taking steps to maintain our operating and
financial requirements in an effort to enable us to operate as a going concern
until such time as revenues from the sale of our Products are adequate to
cover our expenses, including:
(1) affecting certain Product and pricing refinements, gaining production-
level manufacturing capability and related efficiencies;
(2) revising our distribution, sales and marketing approach;
(3) developing new technology for the production of higher margin flatfree
tires for the lawn and garden market and golf cart/turf equipment market;
14
(4) obtaining additional funding through the collection of subscriptions
receivable for common stock and/or private placement of our common stock to
qualified investors; and
(5) issuing common stock in lieu of cash for legal and other professional
services.
We anticipate that we will need an additional $690,000 through June 30, 2003
to implement our plan and to meet our working capital requirements. We expect
to raise the working capital we need through the private placement of our
equity securities, but we have no commitment for such funding at this time. We
do not anticipate expending any substantial sums for new research and
development during the balance of our fiscal year ending June 30, 2003.
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
-------------------
Sunrise Medical accounted for approximately 41.1% of our sales revenue during
the three month period from January 31, 2003 to March 31, 2003. For the nine
month period ended March 31, 2003, Sunrise Medical accounted for approximately
23% of our revenues.
Seasonality
-----------
Because the significant portion of our current customers reside in the United
States, we anticipate that sales of certain of our lawn and garden Products to
those customers located in Northern portion of the United States could be
reduced as a result of fall and winter climate and weather conditions.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
-----------------------------------------------------
We believe our disclosure controls and procedures (as defined in Sections 13a-
14(c) and 15d- 14(c) of the Securities Exchange Act of 1934, as amended) are
adequate, based on our evaluation of such disclosure controls and procedures
on February 10, 2003.
(b) Changes in internal controls.
---------------------------------
There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.
15
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
During the three month period ended March 31, 2003, the Company issued 339,515
shares of its restricted common stock for cash of $679,030 and 12,500 shares
restricted of its common stock for a subscription deposit of $25,000, or $2.00
per share.
During the three month period ended March 31, 2003, the Company issued 12,500
shares of its restricted common stock to an unrelated consultant for services.
The shares were valued at the market price on the date of issue, or $1.95 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.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Effective April 28, 2003, Norman H. Tregenza accepted an appointment to the
Board of Directors. Mr. Tregenza, age 66, has over 40 years experience in
corporate finance, including 12 years as an investment officer in the
securities division of TIAA-CREF, New York City. Mr. Tregenza co-founded
Tempo Enterprises, Inc. in 1976 to act as a common carrier for Turner
Communication's Superstation's signal to the RCA satellite. Tempo obtained a
listing on the American Stock Exchange in 1986. Before being sold to
Telecommunications, Inc. (TCI) in 1988, Tempo owned several cable TV
companies, radio stations and its own satellite TV network while supplying the
Superstation's signal to approximately 50 million homes. TCI was acquired by
AT&T in 2000.
16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
-------------
Exhibit 99.01 - CERTIFICATION OF RICHARD A. STEINKE PURSUANT TO 18 U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002.
Exhibit 99.02 - CERTIFICATION OF DAVID K. GRIFFITHS PURSUANT TO 18 U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002.
(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.
Dated: May 19, 2003 AMERITYRE CORPORATION
/S/RICHARD A. STEINKE
----------------------------------
President and Chief Executive Officer
AMERITYRE CORPORATION
Dated: May 19, 2003 /S/DAVID K. GRIFFITHS
-----------------------------------
Secretary/Treasurer and
Principal Accounting Officer
17
CERTIFICATIONS
I, Richard A. Steinke, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Amerityre
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others within
those entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date.
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control.
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there was significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 19, 2003 /S/ Richard A. Steinke
18
I, David K. Griffiths, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Amerityre
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others within
those entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date.
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control.
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there was significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 19, 2003 /S/ David K. Griffiths