SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended March 31, 2005.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from __________ to __________.
COMMISSION FILE NUMBER: 0-20033
-------
AMERIRESOURCE TECHNOLOGIES, INC.
-------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
DELAWARE 84-1084784
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3440 E. Russell Road, Suite 217, Las Vegas, Nevada 89120
--------------------------------------------------------
(Address of Principal Executive Offices)
(702) 214-4249
--------------
(Issuer's Telephone Number)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [X] NO [ ]
On May 18, 2004, there were 44,830,980 outstanding shares of the
issuer's common stock, par value $0.0001.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION 3
ITEM 1. Financial Statements F-1
ITEM 2. Management's Discussion & Analysis of Financial Condition 8
& Results of Operations
ITEM 3. Controls and Procedures 11
PART II - OTHER INFORMATION 11
ITEM 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 11
INDEX TO EXHIBITS 12
CERTIFICATIONS 13
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to AmeriResource
Technologies, Inc., a Delaware corporation, and its subsidiaries and
predecessors, unless otherwise indicated. Consolidated, unaudited, condensed
interim financial statements including a balance sheet for the Company as of the
quarter ended March 31, 2005, statement of operations and statement of cash
flows for the interim period up to the date of such balance sheet and the
comparable periods of the preceding year are attached hereto beginning on Page
F-1 and are incorporated herein by this reference.
The consolidated financial statements for the Company included herein
are unaudited but reflect, in management's opinion, all adjustments, consisting
only of normal recurring adjustments that are necessary for a fair presentation
of the Company's financial position and the results of its operations for the
interim periods presented. Because of the nature of the Company's business, the
results of operations for the three months ended March 31, 2005 are not
necessarily indicative of the results that may be expected for the full fiscal
year. The financial statements included herein should be read in conjunction
with the financial statements and notes thereto included in the Form 10-KSB for
the year ended December 31, 2004.
3
AMERIRESOURCE TECHNOLOGIES, INC
AND SUBSIDIARIES
Consolidated Balance Sheets
Unaudited
ASSETS
March 31, December 31,
2005 2004
----------------- -----------------
Current Assets:
Cash and cash equivalents $ 124,538 $ 8,029
Prepaid expenses 317
Accounts receivable 2,211
Notes receivable 6,065 16,935
----------------- -----------------
Total Current Assets 133,131 24,964
Investment: 55,000 71,500
-----------
----------------- -----------------
Fixed Assets:
11,946
Leasehold improvements 1,602 7,442
Accumulated depreciation (1,919) (411)
----------------- -----------------
Net Fixed Assets 11,629 7,031
Other Assets:
Marketable securities 621 138,121
Deposits 17,775
Intangible assets net of amortization 29,424
----------------- -----------------
Total Other Assets 47,820 138,121
----------------- -----------------
Total Assets $ 247,580 $ 241,616
================= =================
F-1
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, December 31,
2005 2004
----------------- -----------------
Current Liabilities:
Accounts payable $ 30,801 $ 973
Notes payable 507,932 422,932
Accrued interest 125,418 109,114
Notes payable - related party 9,225 19,736
Accrued expenses 25,000
----------------- -----------------
Total Current Liabilities 698,376 552,755
Non-Current Liabilities:
Commitments and contingencies 105,000 105,000
Notes payable 170,000
----------------- -----------------
Total Other Liabilities 275,000 105,000
----------------- -----------------
Total Liabilities 973,376 657,755
----------------- -----------------
Stockholders' Equity
Preferred stock, $.001 par value; authorized 131 131
10,000,000 shares; Class A, issued and outstanding
131,275 shares
Preferred stock, $.001 par value; authorized, 177 177
10,000,000; Class B, issued and outstanding,
177,012 shares
Preferred stock, $.001 par value; authorized, 1,000 1,000
1,000,000 shares; Class C, issued and
outstanding, 1,000,000 shares
Preferred stock, $.001 par value; authorized,
750,000 shares; Class D, none issued 250 250
and outstanding
Common Stock, $.0001 par value; authorized, 4,116 3,027
3,000,000,000 shares; issued and outstanding,
41,169,164 and 30,276,416
Comprehensive loss on marketable securities (3,108) (3,108)
Additional paid in capital 17,071,915 16,872,614
Retained earnings (17,891,147) (17,290,230)
Minority interest 90,870
----------------- -----------------
Total Stockholders' Equity (816,666) (416,139)
Minority interest 90,870
Total Liabilities and Stockholders' Equity $ 247,580 $ 241,616
================= =================
F-2
AMERIRESOURCE TECHNOLOGIES, INC
AND SUBSIDIARIES
Consolidates Statement of Operations
Unaudited For the quarter ended
March 31,
2005 2004
----------------- -----------------
Net service income $ 2,785 $ -
Consulting income 25,000
----------------- -----------------
Revenues
Cost of goods sold 2,298 -
----------------- -----------------
Gross Profit 487 25,000
Operating expenses
General and administrative expenses 114,981 34,365
Salaries 25,000 25,000
Legal and professional 68,238 46,869
Consulting 163,201 172,750
Research and development 36,958
----------------- -----------------
Operating loss (407,891) (253,984)
Other income (expenses)
Loss on write-down of investment (16,500)
Interest expense (15,768)
Loan extension expense (8,000)
Minority interest 68,728
------------------ -----------------
Net income (loss) before income tax (379,431) (253,984)
Income tax provision - -
----------------- -----------------
Net income (loss) $ (379,431) $ (253,984)
================= =================
Earnings (loss) per share
================= =================
Weighted average common shares outstanding 360,127,294
================= =================
F-3
AMERIRESOURCE TECHNOLOGIES, INC
AND SUBSIDIARIES
Consolidated Statement of Cash Flows
Unaudited
For the three months ended
March 31,
2005 2004
----------------- -----------------
Reconciliation of net loss use in operating activities:
Net loss (279,431) (253,984)
Non-cash items:
Depreciation 2,499 13
Non-cash services through issuance of stock 200,390 241,369
Write down of investment 16,500
Changes in assets affecting operations (increase)/decrease
Accounts receivable (2,211)
Prepaid expenses (317)
Notes receivable 10,870 6,371
Deposits (17,775)
Changes in lliabilitiesaffecting operations increase / (decrease)
Accounts Payable 29,828
Accrued payroll and related expenses 25,000 25,000
Accrued interest 16,304
Note payable - related party 9,225
Net cash provided by (used in) operating activities 10,882 18,769
Cash flows from investing activities:
Purchase of assets (35,530)
Cash flows from financing activities:
Net proceeds from borrowing 141,157
Increase (decrease) in cash $ 116,509 $ 18,769
----------------- -----------------
Cash - beginning of the period $ 8,029 $ 34,090
----------------- -----------------
Cash - end of the period $ 124,538 $ 52,859
================= =================
F-4
AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
March 31, 2005
(Unaudited)
NOTE 1 - DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES
----------------------------------------------------
AmeriResource Technologies, Inc., formerly known as KLH Engineering Group, Inc
(the Management Company), a Colorado corporation, was incorporated March 3, 1989
for the purpose of providing diversified civil engineering services throughout
the United States, to be accomplished through acquisitions of small to mid-size
engineering firms. On July 16, 1996, the Company changed its name to
AmeriResource Technologies, Inc.
On February 23, 2005, AmeriResource Technologies, Inc. accepted the resignation
of Mr. Rod Clawson, who held a position as a member of the Board of Directors of
the Company as well as a member of the Board of Directors of RoboServer Systems,
Inc. and Net2Auction, Inc. Mr. Clawson's notice stated the resignation would
be effective within (ten) 10 days. The Company has not yet replaced Mr. Clawson,
but the Company's Board of Directors is expected to do so within ninety (90)
days. Additionally, The Company currently employs Brent Crouch and David Crouch
as consultants (Brent Crouch is the father of David Crouch).
NOTE 2 - BASIS OF PRESENTATION
------------------------------
The unaudited financial statements included herein have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310 (b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended March 31, 2005 and
March 31, 2004 are not necessarily indicative of the results that may be
expected for the fiscal year ended December 31, 2004. For further information,
the statements should be read in conjunction with the financial statements and
notes thereto included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2004.
Principles of consolidation
The consolidated financial statements include the combined accounts of
AmeriResource Technologies, Inc., West Texas Real Estate & Resources', Inc.,
RoboServer Systems, Inc., Self-Serve Technologies, Inc. Net2Auction, Inc.,
Net2Auction Corporation, and Tomahawk Construction Company. All material
intercompany transactions and accounts have been eliminated in consolidation.
Loss per common share
Loss per common share is based on the weighted average number of common shares
outstanding during the period. Options, warrants and convertible debt
outstanding are not included in the computation because the effect would be
antidilutive.
NOTE 3 - INVESTMENT
-------------------
A Stock Exchange Agreement was executed and made effective on January 27, 2004
whereby the Company acquired a 40% interest in 449 Corporation ("449") and WDHQ
Corporation ("WDHQ") for 3,000,000 shares of the Company's common stock and
$60,000 cash. The Company paid $30,000 with the signing of the revised Stock
Exchange Agreement with the balance to be paid on or before July 31, 2004. 449
and WDHQ operate a business located in San Diego California as EagleRider. Eagle
Rider provides rental of Harley Davidson motorcycles and recreational equipment.
This investment was accounted for as a non-marketable equity investment by the
Company. However, the Company sold its interests in both 449 and WDHQ on April
19, 2005, which is fully disclosed on our Form 8-K filed with the SEC on April
28, 2005.
4
NOTE 4 - STOCKHOLDERS' EQUITY
-----------------------------
Common stock
In December of 2004, the Company approved a 40 for 1 reverse stock split. The
shares are shown after the reverse stock split.
During the first quarter of 2005, the Company issued the total of 10, 892,748
shares of common stock:
400,000 shares of restricted common stock were issued for extension of note
payable valued at $7,960.
8,983,277 shares of common stock were issued for consulting services valued at
$161,303.
1,509,471 shares of common stock were issued for legal and professional services
valued at $30,038.
Preferred stock
The Company has currently designated 10,000,000 shares of their authorized
preferred stock to Series A Convertible Preferred Stock and an additional
10,000,000 shares to Series B Convertible Preferred Stock.
Both Series A and B preferred stock bear a cumulative $.125 per share per annum
dividend, payable quarterly. The shareholders have a liquidation preference of
$1.25 per share, and in addition, all unpaid accumulated dividends are to be
paid before any distributions are made to common share- holders. These shares
are subject to redemption by the Company, at any time after the second
anniversary of the issue dates (ranging from August 1990 through December 1995)
of such shares and at a price of $1.25 plus all unpaid accumulated dividends.
Each preferred share is convertible, at any time prior to a notified redemption
date, to one common share. The preferred shares have equal voting rights with
common shares and no shares were converted in 2004. Dividends are accrued but
are not payable until declared by the Company.
On February 22, 2002, the Company filed a "Certificate of Designation" with the
Secretary of State with the State of Delaware to designate 1,000,000 shares of
its Preferred Stock as "Series C Preferred Stock". Each share of the Series C
Stock shall be convertible into common stock of the Company based on the stated
value of the $2.00 divided by 50% of the average closing price of the Common
Stock on five business days preceding the date of conversion. Each share of the
outstanding Series C Preferred shall be redeemable by the Corporation at any
time at the redemption price. The redemption price shall equal $2.00 per share
with interest of 8% per annum. The holders of the Series C is entitled to
receive $2.00 per share before the holders of common stock or any junior
securities receive any amount as a result of liquidation.
5
On February 22, 2002, the Company filed a "Certificate of Designation" with the
Secretary of State with the State of Delaware to designate 750,000 shares of its
Preferred Stock as "Series D Preferred Stock". Each share of the Series D Stock
shall be convertible into one share of common stock of the Company. Each share
of the outstanding Series D Preferred is redeemable by the Corporation at any
time at the redemption price. The redemption price shall equal $.001 per share
with interest of 8% per annum. The holders of the Series D is entitled to
receive $.001 per share before the holders of common stock or any junior
securities receive any amount as a result of liquidation.
Delmar Janovec, President & CEO, exchanged the interest owed to him on the
dividends in the approximate amount of $2,000,000 for the new class of Series C
Preferred Stock that was approved by the Board of Directors on January 31, 2002.
NOTE 5- NOTE PAYABLE
The Company had the following notes payable as of 3/31/05.
Note dated August 2, 2000, payable to American
Factors, secured by 300,000 shares of the
Company's common stock. The note bears interest
at 15%. 422,932
Note dated March 31, 2005, unsecured, interest at
prime, due May 11,2006 170,000
Note dated 2002, none interest bearing, no
specified due date 85,000
Total notes payable 677,932
Less current portion (507,932)
-------------------
Long-term portion $170,000
===================
Maturities of notes payable at March 31, 2005, are as follows:
2005 $ 507,932
2006 $ 170,000
Thereafter --
-------------------
$ 677,932
===================
6
NOTE 6 - GOING CONCERN UNCERTAINTY
----------------------------------
The accompanying financial statements have been prepared in conformity with
principles of accounting applicable to a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course of
business. The Company has incurred continuing losses and has not yet generated
sufficient working capital to support its operations. The Company's ability to
continue as a going concern is dependent, among other things, on its ability to
reduce certain costs, obtain new contracts and additional financing and
eventually, attaining a profitable level of operations.
It is management's opinion that the going concern basis of reporting its
financial condition and results of operations is appropriate at this time. The
Company plans to increase cash flows and take steps towards achieving profitable
operations through the sale or closure of unprofitable operations, and through
the merger with or acquisition of profitable operations.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
--------------------------------------
The Company, from time to time, may be subject to legal proceedings and claims
that arise in the ordinary course of its business. The Company is currently
covered adequately for workmen's compensation, business property & casualty
insurance, and general liability meeting the standard limits which are customary
in the industry.
Although there are some contingencies that exist with the Company and its
subsidiaries, there are no new contingencies that have occurred since the last
year-end.
NOTE 8 MARKETABLE SECURITIES
-----------------------------
During the period ended March 31, 2005 the Company was considered to have
sufficient connection with RoboServer Systems, Inc. to report on the
consolidated basis. Accordingly the Company changed its reporting of RoboServer
Systems, Inc. from marketable security to consolidated. During the period ended
December 31, 2004 the company reported its holding in RoboServer Systems, Inc.
as a marketable security at a cost of $137,500. During the period ended
March 31, 2005 the company reported RoboServer Systems, Inc. as a subsidiary on
the consolidated basis.
7
ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward-looking Information
This quarterly report contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward looking statements. These statements relate to
future events or to the Company's future financial performance. In some cases,
you can identify forward-looking statements by terminology such as "may,"
"should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue" or the negative of such terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially. There are a number of factors that could cause
the Company's actual results to differ materially from those indicated by such
forward-looking statements.
Although the Company believes the expectations reflected in the
forward-looking statements are reasonable, it cannot guarantee future results,
levels of activity, performance, or achievements. Although all such
forward-looking statements are accurate and consequently do not assume
responsibility for the ultimate accuracy and completeness of such
forward-looking statements. The Company is under no duty to update any of the
forward-looking statements after the date of this report to confirm such
statements to actual results.
General
The Company's operations for the 1st Quarter of 2005 were primarily
affected through its subsidiaries, Net2Auction, Inc., and Net2Auction
Corporation, RoboServer Systems Corp., Self-Serve Technologies, Inc., and
through its 40% ownership of 449 and WDHQ. As of March 31, 2005, the Company
owned 51% of Net2Auction, Inc., which owns 100% of Net2Auction Corporation.
Net2Auction, Inc. is publicly traded on the NQB Pink Sheets, under the symbol of
NAUC. As of March 31, 2005, we owned approximately 47% of RoboServer, while
Roboserver wholly owns Self-Serve Technologies. Roboserver is publicly traded on
the NQB Pink Sheets under the symbol RBSY.
Net2Auction, Inc. ("Net2Auction") has become a leading operator of
online auction drop-off locations that allow people who cannot or do not want to
sell online by developing relationships through partnership agreements with
independently owned and/or franchised pack and ship centers. Currently,
Net2Auction operates twenty-eight (28) drop-off locations, with those locations
being awarded a customer satisfaction rating exceeding 99% with a goal to have
fifty (50) locations by this calendar year end. Net2Auction's relationship with
EBay allows Net2Auction to reach millions of potential buyers for our customers'
unwanted goods. Management hopes Net2Auction's operations and revenues will
begin to generate meaningful revenue prior to June 30, 2005. To learn more see
at www.net2auction.com.
The industries involving RoboServer's point-of-sale and self-serve
technologies for the fast-food restaurants and industries, in general, are
increasing rapidly. Business owners are seeking out self-serve technologies
through a kiosk application that allows for a more efficient service being
provided to the customers as well as a reduction of labor costs for the business
owners. Management believes the market is expanding quickly, creating a huge
demand for self-serve technologies through the kiosk application. The Company
has received numerous inquires and held meetings with some of the top Ten
Fast-Food Restaurant Chains in the USA regarding the self-serve technologies
through the kiosk application. Self-Serve Technologies, Inc. is a wholly-owned
subsidiary of RoboServer Systems Corp. and is the entity that holds the POS
software application and the Self-Serve technologies used in our kiosk
applications, trademarks, copyrights, and all intellectual rights of the assets.
Self-Serve is the subsidiary that has performed all of the research and
development and modifications since the POS software and self-serve technologies
were acquired on or about May 15, 2004. Management hopes RoboServer's operations
and revenues will begin to generate meaningful revenue prior to September 30,
2005. To learn more see at www.roboservercorp.com.
8
WEST TEXAS REAL ESTATE AND RESOURCES, INC.
West Texas did not have any business operations in the first quarter of
2005.
The Company has made positive strides in its desire to become
profitable with the acquisitions of Net2Auction, Inc. on or about December 9,
2004, and RoboServer Systems Corp., on or about August 26, 2004, and continues
to search for viable business operations to acquire or merge with in order to
increase the Company's revenues, asset base and to achieve profitability. The
Company made a significant reduction in its liabilities in the approximate
amount of $1,300,000 during the calendar year ending, December 31, 2004 or
subsequent thereto when the President, Delmar Janovec and spouse exchanged
principal and interest in the approximate amount of $1,217,773 that was owed to
them which had been loaned to the Company for operations over a time period of
several years in exchange for restricted common stock. The Company also retired
misc. debts that it had been carrying on the books which exceeded the State
statues for collection when some of its former subsidiaries were either sold or
shut down during the time frame of 1996 & 1997. The Company will continue to
strive to attain consistent profitability through acquisitions of revenue
producing businesses or divestitures of our current subsidiaries if we obtain an
attractive offer from possible suitors.
Results of Operations
The following discussion should be read in conjunction with the audited
financial statements and notes thereto included in our annual report on Form
10-KSB for the fiscal year ended December 31, 2004, and should further be read
in conjunction with the financial statements included in this report.
Comparisons made between reporting periods herein are for the three-month period
ended March 31, 2005 as compared to the same period in 2004.
Revenues for the first quarter ended March 31, 2005 decreased to $2,785
from $25,000 in revenues for the same period in 2004. The operating loss
increased to $407,891 as compared to $253,984 in 2004.
9
The Company's net loss for the quarter ended March 31, 2005 increased
significantly to a net loss of $380,321 from a net loss of $253,984 for the same
period in 2004.This increase is due to an increase in administration expenses,
research and development expenses, and in legal expenses. The Company's expenses
for the first quarter ended March 31, 2005 as compared to the same period in
2004 are set forth below:
--------------------------------------------------- --------------- ------------
Expenses 2005 2004
--------------------------------------------------- --------------- ------------
General and Administrative 114,981 34,365
--------------------------------------------------- --------------- ------------
Consulting 163,201 172,750
--------------------------------------------------- --------------- ------------
Employee Salaries and Bonuses 25,000 25,000
--------------------------------------------------- --------------- ------------
Interest Expense 15,768 0
--------------------------------------------------- --------------- ------------
Legal and Professional 68,238 46,869
--------------------------------------------------- --------------- ------------
Total Expenses 407,891 278,984
--------------------------------------------------- --------------- ------------
The increase in these expenses for the first quarter of 2005 as related
to the same period for 2004 is due mostly to the increased operations of its
wholly-owned subsidiaries, RoboServer Systems Corp. and Net2Auction, Inc.
Liquidity and Capital Resources
The Company's net cash used in operating activities for the
three-months ended March 31, 2005 decreased to $10,882 from net cash provided by
operations of $18,769 for the same period in 2004. This decrease is mainly
attributable to a decrease in non-cash services through the issuance of stock to
$200,390 for the first quarter of 2005 from $241,369 for the first quarter of
2004, and an increase in notes receivable from $6,371 for the three months ended
March 31, 2004 to $10,870 for the three months ended March 31, 2005.
There was $ 0 in cash flow from investing activities for the first
quarter of 2005 as was the case for the same period in
2004.
There was $141,157 in cash flow from financing activities for the first
quarter of 2005 as compared to $17,813 for the same period in 2004.
The Company has relied upon its chief executive officer for its capital
requirements and liquidity. The Company's recurring losses, lack of cash flow
and lack of cash on hand raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans with respect to these matters
include raising additional working capital through equity or debt financing and
acquisitions of ongoing concerns, which generate profits, ultimately allowing
the Company to achieve consistent profitable operations. The accompanying
financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.
10
ITEM 3. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
the person performing functions similar to that of a Principal Financial Officer
of the Company, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-15. Based upon the evaluation, the Company's Chief Executive Officer and the
person performing functions similar to that of a Principal Financial Officer of
the Company concluded that the Company's disclosure controls are effective in
timely alerting them to material information relating to the Company (including
its consolidated subsidiaries) required to be included in the Company's periodic
SEC filings. There have been no significant changes in the Company's internal
controls or in other factors which could significantly affect internal controls
subsequent to the date the Company conducted its evaluation.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required to be attached by Item 601 of Regulation S-B
are listed in the Index to Exhibits beginning on page 9 of
this Form 10-QSB, which is incorporated herein by reference.
(b) On March 1, 2005, the Company filed on Form 8-K its notice
that Rod Clawson, a Director of the Company, had given a 10
day notice that he would effectively resign his position
effectively, on March 5, 2005.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
AMERIRESOURCE TECHNOLOGIES, INC.
/s/ Delmar Janovec
--------------------------------------
Delmar Janovec, Chief Executive Officer and
Principal Financial Officer
Dated: May 23, 2005
11
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
3(i) * Articles of Incorporation of the Company.
(Incorporated by reference from the
Company's Form S-4, file number 33-44104,
effective on February 11, 1992.).
3(ii) * Bylaws of the Company. (Incorporated by
reference from the Company's Form S-4, file
number 33-44104, effective on February 11,
1192.)
31(i) 13 Certification of Chief Executive Officer and
principal financial officer under Section 302 of
the Sarbanes-Oxley Act of 2002.
32(i) 14 Certification of Chief Executive Officer and
principal financial officer of AmeriResource
Technologies, Inc. Pursuant to 18 U.S.C. ss.1350
* Previously filed as indicated and incorporated herein by reference from the
referenced filings previously made by the Company.
12
EXHIBIT 31(i)
CERTIFICATION
I, Delmar Janovec, as Chief Executive Officer and the person performing
functions similar to that of a Principal Financial Officer of AmeriResource
Technologies, Inc. (the "Company"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of the Company;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this annual
report;
4. The small business issuer's other certifying officer(s) and I am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:
(a) designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to
myself by others within those entities, particularly during the period
in which this annual report is being prepared;
(b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under my
supervision, 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;
(c) evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report my
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and
(d) disclosed in this report any change in the small business issuer's
internal controls over financial reporting that occurred during the
small business issuer's most recent fiscal year that has materially
affected, or is reasonably likely to materially effect, the small
business issuer's internal controls over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the
audit committee of the small business issuer's board of directors;
(a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonable likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial information;
and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal control over financial reporting
Date: May 23, 2005
/s/ Delmar Janovec
------------------------
Delmar Janovec
Chief Executive Officer and
Principal Financial Officer
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EXHIBIT 32 (i)
CERTIFICATION PURSUANT TO 18 U.S.C. SECTIONS 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACTS OF 2002
Certification Pursuant to 18 U.S.C., Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
In connection with the Quarterly Report of AmeriResource Technologies,
Inc. (the "Company") on Form 10-QSB for the quarter ended March 31, 2005 (the
"Report"), as filed with the Securities and Exchange Commission, on the date
hereof (the "Report), the undersigned, Delmar Janovec, Chief Executive Officer
and the person performing functions similar to that of a Principal Financial
Officer of the Company, hereby certifies, pursuant to 18 U.S.C. 1350, as adopted
pursuant to 18 U.S.C., Section 1350, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated: May 23, 2005 /s/ Delmar Janovec
---------------------------
Delmar Janovec
Chief Executive Officer and
Principal Financial Officer
This certification shall not be deemed "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent as shall be expressly set forth by
specific reference.
14