AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

Note 8 – Related-Party Transactions

Related-Party Note Payable

The Company has a note payable to the Company’s President. The note is interest bearing at 10% per annum, unsecured and payable upon demand. The balance of the note at March 31,September 30, 2019 and December 31, 2018 was $348,984$320,205 and $353,643, respectively. During the threenine months ended March 31,September 30, 2019, and$33,438 was repaid on this note payable. During the nine months ended September 30, 2018, the Company$13,329 was repaid $4,659 and $9,682, respectively, on this note payable.

Lease

The Company leases a building and real property in Chico, California under a five yearfive-year lease agreement from a trust whose trustee is the Company’s President. The lease providesprovided for monthly lease paymentpayments of $9,800 per month, and expired on December 1, 2017. The Company is currently leasing the building and real property at the same rate on a month-to-month lease. Rent expense during the threenine months ended March 31,September 30, 2019 and 2018, was $29,400$88,200 and $19,600,$78,400, respectively.

Note 9 – Stockholders’ Equity

The Company has authorized 5,000,000 shares of $0.001 par value blank check preferred stock, of which no shares were issued and outstanding as of MarchSeptember 30, 2019 and December 31, 2019.2018.

The Company has authorized 1,000,000,000 shares of $0.001 par value common stock, of which 753,415,879 were issued and outstanding as of MarchSeptember 30, 2019 and December 31, 2019.2018.

During the threenine months ended March 31,September 30, 2019, the Company issued nodid not issue any stock.

AMERAMEX INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

March 31,SEPTEMBER 30, 2019

(Unaudited)(UNAUDITED) 

Note 10 – Revenues

During the three and nine months ended March 31,September 30, 2019 and 2018, revenues and costs related to domestic and foreign sales of equipment are as follows:

During the threenine months ended March 31,September 30, 2019 and 2018, there were no foreign rentals of equipment.

Note 11 – Commitments and Contingencies

From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’sCompany's financial position. There are no pending legal proceedings that are expected to be material to our cash flow and operating results.

See Note 8 for related party operating lease.

Note 12 – Subsequent Events

There have been no reportable events that have occurred after March 31, 2019.

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

FORWARD LOOKING STATEMENTS

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

Overview of the Business

We sell, lease, and rent heavy equipment to companies within four industries: construction (light and infrastructure), shipping logistics, mining, and commercial farming. With customers in the United States, Canada, Latin America, Asia and Africa, we have over 30 years of experience in heavy equipment sales and service and inventories of top-of-the-line equipment from manufacturers such as Taylor Machine Works Inc. and Terex Heavy Equipment. We were originally incorporated as Hamre Equipment Company, Inc. in California on November 17, 1989. We merged into AmeraMex International, Inc., a Nevada corporation, on May 29, 1990.

Results of Operations

Operating Results for the Nine Month Period Ended September 30, 2019 as Compared to the Nine Month Period Ended September 30, 2018

We had revenue of $2,443,892$11,219,161 for the quarternine month period ending March 31,September 30, 2019 as compared to revenue of $2,070,181$7,721,230 for the quarternine month period ending March 31,September 30, 2018, an 18.1%a 45% increase. Sales of Equipment and Other Revenues for the quarternine month period ending March 31,September 30, 2019 were $1,770,053$9,395,942 and made up 72.4%84% of our Total Revenues. For the quarternine month period ending March 31,September 30, 2018, Sales of Equipment and Other Revenues made up $1,303,002,$5,717,992, or 62.9%74%, of Total Revenues. The remaining portion of Total Revenues, Rentals and Leases, for the respective periods were $673,839,$1,823,219, or 27.6%16%, in 2019 and in 2018, Rentals and Leases made up 37.1%26% of Total Revenues and totaled $767,179.$2,003,238. Sales of Equipment and Other Revenues saw a larger number for the quarternine month period ending March 31,September 30, 2019 because we had a salemultiple equipment sales to one of equipment to a Mexico company totaling $500,000.our long time regional customers. Rentals and Leases decreased due to an early buyout option under a lease contract which had revenues in March 31,September 30, 2018 of $120,000,$400,000, none of which were included in March 31,September 30, 2019.

We had costs of revenue of $1,801,722$8,754,208 for the quarternine month period ending March 31,September 30, 2019 as compared to costs of $1,297,589$5,339,763 for the quarternine month period ending March 31,September 30, 2018. Our costs increased by $504,133,$3,414,445, or 38.9%64%, while our revenues increased by 18.1%45%. We experienced a decline in gross profit as a percentage of Sales of Equipment and Other Revenues from 81.8%42% during the threenine months ended March 31,September 30, 2018 to 88.5%26% as we had smaller margin from our parts and equipment sales due to competitive pressures.

We experienced a decreasean increase in operating expenses from $306,142$852,062 in the quarternine month period ending March 31,September 30, 2018 as compared to $285,850$1,096,328 in the quarternine month period ending March 31,September 30, 2019. This is a decreasean increase of approximately 6.6%29%.

From first quarterthe nine month period ending September 30, 2018, to first quarterthe nine month period ending September 30, 2019, our Interest Expense increaseddecreased from $158,848$614,257 to $179,245.$487,345. This increasedecrease is due to the overall increasedebt refinancing that occurred in debt usedMarch 2019. We had a loss tied to finance our equipment. We refinanced ourthis Early Extinguishment of debt in March 2019.the amount of $566,838. We anticipate our overall cost of borrowings will decrease in the future.

We had a net lossprofit of $282,618$255,040 for the quarternine month period ending March 31,September 30, 2019 as compared to net income of $216,859$741,582 for the first quarternine month period ending March 31,September 30, 2018. In connection with the refinancing of our debt, we incurred early termination fees and were required to pay unearned interest along with repayment of outstanding principal balances. The total costs resulted in a loss from early extinguishment of debt of $566,838, which resulted in a net loss for the six month period ending June 30, 2019. Without those fees, net profit for the nine month period ending September 30, 2019 quarter.would have been $821,872 which is a 10% increase over the same time frame the previous year.

Off-Balance Sheet Arrangements

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

Seasonality

Our operating results are not affected by seasonality.

Inflation

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

Critical Accounting Policies

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

Liquidity and Capital Resources

Cash Flows

During the nine months ended September 30, 2019, we used Net Cash from Operating Activities of $962,646, largely due to increases in inventory for sales orders in the latter half of 2019, offset by depreciation and amortization of $893,508 and a loss tied to the fact thatEarly Extinguishment of debt in the Company doesamount of $566,838.

We used Net Cash for Property and Equipment of $160,390, and Rental Equipment of $135,699. We did not have any operatingsignificant increases in lease equipment requirements.

We received Proceeds from our two lines of credit of $6.3 million, which we used to retire many of our existing notes payable and purchase more equipment for resale. Overall Net Cash Provided by Financing Activities provided $1,198,605, which was primarily used to fund inventories.

Liquidity

At September 30, 2019, we had working capital of approximately $4.8 million. 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 we do notat lower overall costs of borrowings. We believe that we do not have any such critical accounting policies.our expected cash flows from operations and our commitments for the above referenced credit facility will be sufficient to operate in the normal course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision of our President and Chief Financial Officer performed an evaluation (the “Evaluation”) of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide a reasonable level of assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our President and Chief Financial Officer concluded that, as of March 31,September 30, 2019, due to the presence of material weaknesses, described below, our disclosure controls and procedures were ineffective.

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

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal controls over financial reporting for our Company. Internal control over financial reporting is 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 the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

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

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

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

We assessed the effectiveness of our internal control over financial reporting as of March 31,September 30, 2019. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission’s Internal Control-Integrated Framework. As a result of this assessment, we have determined that our internal control over financial reporting was ineffective as of March 31,September 30, 2019 with a material weaknessweaknesses present in our internal control over financial reporting continuing to exist at March 31, 2019, because we do notSeptember 30, 2019. We have an independent audit committee of our board of directors. We plan to establishestablished an audit committee of our boardBoard of directorsDirectors comprised of three independent directors.

We have updated accounting policies and procedures and have segregation of duties but with such a small accounting department and one person handling multiple procedures, it is challenging to find every error.

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 quarter ended March 31,September 30, 2019. Based on that evaluation, our management, including our President and Chief Financial Officer, concluded that there were no changeswas a change in our internal control over financial reporting that occurred during the quarter ended March 31,September 30, 2019 that havehas materially affected, or areis reasonably likely to materially affect, our internal control over financial reporting. This change was to establish an audit committee of our board of directors comprised of three independent directors. 

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

During the year ended December 31, 2016, we issued 14,125,000 shares of common stock to officers, directors, and employees of the Company for services rendered valued at $108,763. In addition, during the year ended December 31, 2016, we issued 75,000,000 shares of common stock to an officer and director of the Company for the settlement of $80,000 in related party debt and accounts payable.

On March 10, 2016, an aggregate of 25,000,000 shares of common stock were issued to McCloud Communications for investor relations services valued at $30,000 for 2015; 50,000,000 shares of common stock were issued to Lee Hamre for a $80,000 partial repayment of a $700,000 loan to us; and 500,000 shares of common stock were issued to Michael Maloney for services valued in the amount of $3,850.

On February 12, 2016, an aggregate of 12,000,000 shares of common stock were given to three board members as compensation for their services during 2015. Michael Maloney, Lee Hamre, and Marty Tullio were awarded a total of 12,500,000 shares of common stock. The combined value of the services rendered for each director was calculated to be $86,250.

During 2017 and 2018,periods presented, we did not issue any shares of common or preferred stock.

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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

SIGNATURES

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

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