UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 19, 2005
AMERIRESOURCE TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-20033 84-1084784
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(Commission File Number) (IRS Employer Identification Number)
3440 E. Russell Road, Suite 217, Las Vegas, Nevada 89120
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(Address of Principal Executive Offices) (Zip Code)
(702) 214-4249
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(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 15, 2005, AmeriResource Technologies, Inc., a Delaware
corporation (the "Company ") acquired twenty-three million (23,000,000) shares
(the "Shares"), or approximately 97% of the outstanding voting common stock, of
Voipcom, USA, Inc., a Delaware corporation ("Voipcom"). Although Voipcom
currently has no operations, its capital structure and broad base of
shareholders position it as an entity that the Company may use to become a home
to a yet to be acquired entity.
The acquisition was made pursuant to a certain Share Purchase
Agreement, dated April 15, 2005 (the "Agreement"), between the Company and BBG,
Inc. The purchase price for the Shares was eighty thousand dollars ($80,000.00),
with the purchase being treated as an investment in subsidiaries. The Company
has not decided what course of action it will undertake with Voipcom, however,
the Company is considering reselling the Shares or placing assets into Voipcom
and thereafter attempting to have Voipcom's common stock become publicly traded.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
On April 12, 2005, the Company executed a promissory note (the "Note") to CIDA
Asset Management for $80,000. The Note was executed to obtain funds to finance
the purchase price for the Shares in relation to the Agreement (as described in
Item 2.01 above). The Note accrues interest at the rate of prime plus three
percent, and all unpaid principal and interest shall be payable on or before
November 12, 2005. The Note can be converted into restricted stock of the
Company at a share price equal to 50% of the bid, based upon a five day trading
average at any time prior to November 12, 2005, and upon the mutual consent of
the parties.
Item 9.01 Financial Statements and Exhibits.
The Exhibit Index preceding the exhibits is incorporated herein by
reference.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated this 19th day of August 2005.
AMERIRESOURCE TECHNOLOGIES, INC.
By: /s/ Delmar Janovec
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By: Delmar Janovec, President
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EXHIBIT INDEX
Exhibit No. Page Description of Exhibit
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10.1 4 Share Purchase Agreement, dated as of
April 15, 2005, by and between AmeriResource
Technologies, Inc. and BBG, Inc.
10.2 9 Promissory Note, dated as of April 12, 2005, by
AmeriResource Technologies, Inc.
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Exhibit 10.1
CONFIDENTIAL SHARE PURCHASE AGREEMENT
THIS CONFIDENTIAL SHARE PURCHASE AGREEMENT (the "Agreementis hereby made as of
April 15, 2005, by and between BBG, Inc. (the"Seller"), AND AmeriResource
Technologies, Inc. (the "Buyer"). Michael Spadaccini, Esq. shall serve as the
administrator of the transaction (the "Agent"). Agent is legal counsel to the
Seller, and is legal counsel to the Buyer (both Buyer and Seller are a
"Client").
SERIOUS LIMITATIONS OF REPRESENTATION WITH RESPECT TO MULTIPLE CLIENTS. If
the Client under this Agreement is more than one party, then the
Representation is a "Joint Representation", and each client is a "Joint
Client", and this Paragraph shall apply to this Agreement. The interests of
each Joint Client may potentially conflict, or may actually conflict, and
Joint Representation carries serious risks to each Client. Attorney shall
balance the interests of each Joint Client, and shall not advocate for any
Joint Client individually (Agent has not negotiated this Agreement on
behalf of either party); thereby, the results obtained for each Joint
Client shall not be as advantageous as if the Attorney represented each
Joint Client individually. Furthermore, the attorney/client confidentiality
normally afforded in an attorney/client relationship shall not apply with
respect to each Joint Client; in other words, Attorney shall share
information gathered from any Joint Client with all other Joint Clients.
AGENT STRONGLY DISCOURAGES JOINT REPRESENATION ARRANGMENTS. BY SIGNING THIS
AGREEMENT, JOINT CLIENTS HEREBY CONSENT TO THE RISKS OUTLINED HEREIN. JOINT
CLIENTS MUST EACH SIGN A COPY OF THIS AGREEMENT.
1. Recitals. The Parties to this Agreement desire to undertake a transaction
administered by the Agent in order to facilitate a private stock transaction
whereby Seller sells securities to Buyer. The securities shall be deposited and
held by the Agent pursuant to this Agreement, and shall be disposed of, or
returned to Seller as applicable, in accordance with the terms of this
Agreement. The Seller is the record owner and holder of 23,000,000 voting common
shares (the "Shares") of the capital stock of VoIPcom USA, Inc. ("VOIPCOM") out
of total issued shares of 23,757,392 outstanding voting common shares. The Buyer
desires to purchase the Shares and the Seller desires to sell the Shares, upon
the terms and subject to the conditions of this Agreement.
2. Purchase and Sale. Subject to the terms and conditions hereinafter set forth,
at the closing of the transaction contemplated hereby, the Agent shall sell,
convey, transfer, and deliver to the Buyer certificates representing the Shares,
properly endorsed as payable to Buyer, and the Buyer shall purchase from the
Seller the Shares in consideration of the purchase price set forth in this
Agreement.
2.1. Purchase Price. Buyer promises to pay to Seller the purchase price of
$80,000 upon the closing of this Agreement according to the terms of this
agreement.
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3. Seller's Representations and Disclaimers. Seller hereby warrants and
represents the following:
3.1. VOIPCOM is a corporation duly organized, validly existing and in good
standing under Delaware law and has the corporate power and authority to
carry on its business as it is now being conducted. VOIPCOM is a company
that trades on the Pink Sheet exchange. Seller is familiar with the
operations and financial and regulatory condition of VOIPCOM.
3.2. The Seller is not a party to any agreement, written or oral, creating
rights in respect to the Shares in any third person or relating to the
voting of the Shares. Seller is the lawful owner of the Shares.
3.3. Seller, within 24 hours of the closing of this Agreement, shall
deliver all books and records of VOIPCOM to Buyer that are not already in
possession of buyer.
3.4. With respect to VOIPCOM, as of the date of this agreement:
a. There are equal to or less than 23,757,392 shares of the common
stock of VOIPCOM outstanding.
b. VOIPCOM has 25,000,000 shares of common stock authorized, and
15,000,000 shares of preferred stock authorized.
c. VOIPCOM has a class of preferred stock designated as Series A
Preferred, of which 1,104,183 shares are outstanding. The Series A
Preferred, by a designation filed in the State of Delaware on
11/14/1995, has no voting rights ("... the holders of the
outstanding shares of Series A Preferred Stock shall have no
voting rights."). The Series A Preferred formerly traded
separately from VOIPCOM's common stock (the designation was
"Preferred Series A Non-Voting"), under the symbol VOIPCOMP. The
Series A Preferred stock is no longer piggyback qualified
(although the common stock is).
d. VOIPCOM has a class of preferred stock designated as Series H
Preferred, of which 20,000 shares are outstanding. The Series H
Preferred, by a designation filed in the State of Delaware on
3/30/1998, has no voting rights ("... the Shares of Series H
Preferred Stock shall not be entitled to vote on any matter
requiring the affirmative vote or ratification by stockholders of
the Corporation.")
e. The Corporation has no other remaining designated classes of
preferred stock.
4. Buyer's Representations. Buyer hereby warrants and represents the following:
4.1. Registration. The Buyer understands that the Shares are being
transferred without registration under the Securities Act of 1933, as
amended (the "Act"), in reliance upon exemptions contained in Section 4(1)
and 4(2) of the Act, and Regulation D promulgated thereunder, and that such
reliance is based on the Buyer's representations set forth below.
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4.2. Investment Intent. The Buyer is acquiring the Shares for its own
account for investment, and not with a view toward distribution thereof.
4.3. No Advertisement. The Buyer acknowledges that the Shares have been
offered to it in direct communication between it and Seller, and not
through any advertisement of any kind.
4.4. Knowledge and Experience. On or before paying the balance of the
purchase price under this Agreement, the Buyer shall acquire knowledge
regarding VOIPCOM sufficient to satisfy the following representation:
(a) The Buyer acknowledges that it has been encouraged to seek its own
legal and financial counsel to assist it in evaluating this
purchase. The Buyer acknowledges that Seller has given it and all
of its counselors access to all information relating to VOIPCOM's
business that they or any one of them has requested. The Buyer
acknowledges that it has sufficient business and financial
experience, and knowledge concerning the affairs and conditions of
VOIPCOM so that it can make a reasoned decision as to this
purchase of the Shares and is capable of evaluating the merits and
risks of this purchase.
4.6. Restrictions on Transferability. The Buyer is aware of the
restrictions of transferability of the Shares and further understands the
following:
(a) THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN
SECTIONS 4(1) AND 4(2) AND REGULATION D UNDER THE ACT. AS SUCH, THE
PURCHASE OF THIS SECURITY WAS MADE WITH THE INTENT OF INVESTMENT AND
NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF
THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS
REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
(b) The Buyer understands that the Shares may only be disposed of
pursuant to either (i) an effective registration statement under the
Act, or (ii) an exemption from the registration requirements of the
Act. (c) VOIPCOM and/or Seller has neither filed such a registration
statement with the SEC or any state authorities nor agreed to do so,
nor contemplates doing so in the future, and in the absence of such a
registration statement or exemption, the Buyer may have to hold the
Shares indefinitely and may be unable to liquidate them in case of an
emergency.
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5. Miscellaneous Provisions.
5.1. Time is of the essence with respect to each and every provision of
this Agreement and in the performance, occurrence, fulfillment, or
satisfaction of each term and condition of this Agreement.
5.2. This Agreement constitutes the entire Agreement and supersedes all
prior agreements and understandings, oral and written, between the parties
hereto with respect to the subject matter hereof.
5.3. The Parties agree jointly and severally to indemnify and hold harmless
the Agent and its partners, employees, agents and representatives from any
and all claims, liabilities, costs or expenses in any way arising from or
relating to the duties or performance of the Agent hereunder or the
transactions contemplated hereby or by the Agreement other than any such
claim, liability, cost or expense to the extent the same shall have been
determined by final, unappealable judgment of a court of competent
jurisdiction to have resulted from the gross negligence or willful
misconduct of the Agent.
5.4. No waiver or any breach of any covenant or provision herein contained
shall be deemed a waiver of any preceding or succeeding breach thereof, or
of any other covenant or provision herein contained. No extension of time
for performance of any obligation or act shall be deemed any extension of
the time for performance of any other obligation or act. This Agreement
shall be binding upon and shall inure to the benefit of the permitted
successors and permitted assigns of the parties hereto. Whenever required
by the context of this Agreement, the singular shall include the plural and
masculine shall include the feminine. This Agreement shall be interpreted
under California law.
6. Conditions to Close of Transaction. The Agent shall only close this
transaction upon the fulfillment of the following conditions. Note that there is
no formal due diligence inquiry period, all due diligence materials were
provided to Buyer along with this Agreement. PLEASE FOLLOW THESE INSTRUCTIONS
CAREFULLY. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE AGENT.
6.1. Buyer shall have delivered to the Agent the purchase price.
6.2. Buyer and Seller shall have executed this Agreement.
7. Cancellation of Transaction. Any party may cancel this Agreement at any time
before closing, with or without cause, and without any recourse.
8. Actions Upon Closing and Disbursement of Funds. Following the close of escrow
the Agent shall promptly take the following actions and shall disburse proceeds
as follows, all such disbursements and actions to be deemed to take place at the
same instant:
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8.1. Agent shall deliver the Shares to Buyer.
8.2. Agent shall disburse to Seller the purchase price.
9. Agent. Agent represents Seller, No communication between any party and Agent
with respect to this Agreement or its underlying transaction shall be a
confidential or privileged communication.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date set forth below.
Buyer Seller
Date: April 15, 2005 Date:
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Buyer Name:
AmeriResource Technologies, Inc. /s/ Mike Clark
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Signature
Buyer Contact Information:
/s/Delmar Janovec
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Signature
WIRE INSTRUCTIIONS FOR AGENT'S TRUST ACCOUNT:
Title: Michael Spadaccini Attorney Client Trust Account
Account Holder Address: 12531-A El Camino Real, San Diego, CA 92130
Bank: Union Bank of California
Bank Address: 3455 DEL MAR HEIGHTS RD, SAN DIEGO, CA 92130
Bank Tel: 858-792-8428
Acct. Number: 7351121889
ABA/Routing Number: 122000496
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Exhibit 10.2
PROMISSORY NOTE
AMOUNT: $80,000.00 DATE: April 12, 2005
For value received, on or about April 12, 2005, the undersigned AmeriResource
Technologies, Inc., collectively the "Promisor", hereby agrees to pay to the
order of CIDA Asset Management, the "Payee", and/or its assignees, the sum of
Eighty Thousand Dollars ($80,000), the unpaid principal, at the rate of Prime
Interest plus three (3%) percent.
Interest will be accrued at the rate of Prime plus three (3) percent.
The unpaid principal and accrued interest shall be payable on or before November
12, 2005.
All payments on this Note shall be applied first in payment to accrued interest
and the remaining to the principal.
The note can be converted into R-144 restricted common stock at a price per
share equal to 50% of the bid, based upon a five day trading average at any time
prior to November 12, 2005, and upon the mutual consent of the Parties. The note
can be extended and is assignable or can be transferred to another Party, upon
the mutual consent of the Parties.
Collateral: N/A
If any one or more of the provisions of this Note are determined to be
unenforceable or in conflict with any State laws, in whole or in part, for any
reason, the remaining provisions shall remain fully operative.
All payments of principal and interest on this Note shall be paid in the legal
currency of the United States.
This Note shall be construed in accordance with the laws of the State of Nevada.
PROMISOR: AMERIRESOURCE TECHNOLOGIES, INC.
/s/ Delmar Janovec
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By: Delmar A. Janovec
Title: President
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