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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**Form 10-K****/A**

**Amendment No. 1**

 

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|  **(Mark One)**                                                                                                                                                                                                                                                                                               |                                                                                         |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|
| ☒                                                                                                                                                                                                                                                                                                            | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
| **For the fiscal year ended****June 30, 2020**                                                                                                                                                                                                                                                                     |
| **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   ****000-50053**

 

**AMERITYRE CORPORATION**

(Exact name of registrant as specified in its charter)

 

| **Nevada**

(State or other jurisdiction of

incorporation or organization)                                                                                  | **87-0535207**

(I.R.S. Employer

Identification No.) |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------|
| ** **

**1501 Industrial Road**

**Boulder City, Nevada 89005**

**(702) 293-1930**

 (Address of principal executive office and telephone number) |

 

**Securities registered pursuant to Section 12(b) of the Exchange Act:**

 

| **Title of each class** | **Name of each exchange on which registered** |
|-------------------------|-----------------------------------------------|
| N/A                     | N/A                                           |

 

**Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock**

 

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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 Section 15(d) of the Exchange 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 Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒  NO ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒   NO ☐

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES ☐  NO ☒  

 

On September 9, 2020 there were 70,172,868 shares of common stock of the Registrant outstanding.

 

As of December 31, 2019, the Registrant's most recent second quarter, there were 41,552,787 shares of common stock of the Registrant held by non-affiliates outstanding with a market value $831,056 (based upon the closing price of $0.02 per share of common stock as quoted on the OTCQB).

 

***EXPLANATORY NOTE***

 

The purpose of this Amendment No. 1 to the Annual Report of Amerityre Corporation (the “Company”) on Form 10-K for the period ended June 30, 2020, filed with the Securities and Exchange Commission on September 11, 2020 (the “Form 10-K”), is to amend Part II. Item 9A. Controls and Procedures with the conclusion of the principal executive and principle financial officers regarding the effectiveness of the Company’s disclosure controls.

 

In addition, the Exhibit Index in Item 15 of Part IV of the Form 10-K is hereby amended and restated in its entirety and currently dated certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment No.1. Because no financial statements are contained within this Amendment No. 1, we are not filing currently dated certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Other than the aforementioned, no other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

 

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**PART II**

 

**ITEM 9A. CONTROLS AND PROCEDURES**

 

**Management’s Report On Internal Control Over Financial Reporting**

 

The Company’s management is responsible for the preparation and integrity of our published financial statements. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and, accordingly, include amounts based on judgments and estimates made by our management. The Company’s management also prepared the other information included in the annual report and is responsible for its accuracy and consistency with the financial statements.

 

The Company’s management is responsible for establishing and maintaining a system of internal control over financial reporting, which is intended to provide reasonable assurance to our management and the Board of Directors regarding the reliability of our financial statements. The system includes but is not limited to:

 

|   | ●   | a documented organizational structure and division of responsibility; |
|--------|---------------------|-----------------------------------------------------------------------|

 

|   | ●   | established policies and procedures, including a code of conduct to foster a strong ethical climate which is communicated throughout the Company; |
|--------|---------------------|---------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | ●   | regular reviews of our financial statements by qualified individuals; and |
|--------|---------------------|---------------------------------------------------------------------------|

 

|   | ●   | the careful selection, training and development of our people. |
|--------|---------------------|----------------------------------------------------------------|

 

There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Also, the effectiveness of an internal control system may change over time. We have implemented a system of internal control that was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

 

The Company’s management has assessed our internal control system in relation to criteria for effective internal control over financial reporting described in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on its assessment, the Company’s principal executive and principal financial officers have concluded that, as of June 30, 2020, the Company’s system of internal controls over financial reporting was effective in providing reasonable assurance based on those criteria.  The Company used the 2013 version of the COSO framework.

 

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this annual report.

 ** **

 **Disclosure Controls and Procedures**

** **

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive and Financial Officers, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, carried out an evaluation, required by Rule 13a-15 or 15d-15 of the Exchange Act of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Based on their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report to ensure 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 Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

**Changes in Internal Control Over Financial Reporting**

 

There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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 **PART IV**

** **

**ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

 

(a)           Documents filed with this report.

 

1.                Financial Statements:

 See Index to Financial Statements on page F-1

 

2.                Financial Statement Schedules:

 Financial statement schedules are omitted because they are not required or are not applicable or the required information is shown in the financial statements or notes thereto.

 

3.                Exhibits:

 The exhibits to this report are listed on the Exhibit Index below.

 

(b)           Description of exhibits

 

|          |   |                                                                                                                                                         |         | **Incorporated by Reference** |   | **Filed or**

**Furnished** |
|---------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|-------------------------------|--------|-----------------------------|
| **Exhibit #** |   | **Exhibit Description**                                                                                                                                      |         | **Form**                      |   | **Date**                    |   | **Number** |   | **Herewith** |
| 3.1           |   | Articles of Incorporation of the Company                                                                                                                     |         | 8-A12G                        |   | 10/28/02                    |   | 3.01 |   |   |
| 3.2           |   | Certificate of Amendment to the Articles of Incorporation of the Company                                                                                     |         | 8-A12G                        |   | 10/28/02                    |   | 3.01 |   |   |
| 3.3           |   | Certificate of Amendment to the Articles of Incorporation                                                                                                    |         | 10-Q                          |   | 2/14/13                     |   | 3(i) |   |   |
| 3.4           |   | Certificate of Amendment to the Articles of Incorporation                                                                                                    |    | 8-K                           |   | 6/1/20                      |   | 3.1 |   |   |
| 3.5           |   | Bylaws of the Company                                                                                                                                        |         | 8-K                           |   | 9/25/13                     |   | 3.02 |   |   |
| 3.6           |   | Certificate of Amendment to the 2013 Series Convertible Preferred Stock                                                                                      |         | 8-K                           |   | 4/28/20                     |   | 3.1 |   |   |
| 4.1           |   | Description of securities registered under Section 12 of the Exchange Act of 1934                                                                            |         |                          |   |                        |   |   |   | Filed^ |
| 10.1          |   | Employment Agreement between the Company and Michael Sullivan*                                                                                               |         | 8-K                           |   | 12/20/19                    |   | 5.02 |   |   |
| 31.1          |   | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                      |         |                          |   |                        |   |   |   | Filed |
| 31.2          |   | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                      |         |                          |   |                        |   |   |   | Filed |
| 32.1          |   | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.      |         |                          |   |                        |   |   |   | Furnished**^ |
| 32.2          |   | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |         |                          |   |                        |   |   |   | Furnished**^ |
| 101 INS       |   | XBRL Instance Document                                                                                                                                       |         |                          |   |                        |   |   |   |   |
| 101 SCH       |   | XBRL Taxonomy Extension Schema Document                                                                                                                      |         |                          |   |                        |   |   |   | Filed^ |
| 101 CAL       |   | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                        |         |                          |   |                        |   |   |   | Filed^ |
| 101 DEF       |   | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                         |         |                          |   |                        |   |   |   | Filed^ |
| 101 LAB       |   | XBRL Taxonomy Extension Label Linkbase Document                                                                                                              |         |                          |   |                        |   |   |   | Filed^ |
| 101 PRE       |   | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                       |         |                          |   |                        |   |   |   | Filed^ |

 

^ Previously filed with the Form 10-K, originally filed on September 11, 2020, which is being amended hereby.

* Management contract or compensatory plan or arrangement.

** This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

 

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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.

 

Dated:  December 11, 2020

 

| **AMERITYRE CORPORATION**                                                   |   |                                                                                          |   |
|-----------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------|--------|
| By:                                                                         |   |                                                                                          |   |
| /s/ Michael F. Sullivan                                                     |   | /s/ Lynda R. Keeton-Cardno                                                                    |   |
| Michael F. Sullivan

Chief Executive Officer

(Principal Executive Officer) |   | Lynda R. Keeton-Cardno

Chief Financial Officer

(Principal Financial and Accounting Officer) |   |