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 (Date of earliest event reported): October 12, 2005
AMERIRESOURCE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-20033 84-1084784
(Commission File Number) (IRS Employer Identification Number)
3440 E. Russell Road, Suite 217, Las Vegas, Nevada 89120
(Address of Principal Executive Offices) (Zip Code)
(702) 214-4249
(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 October 6, 2005, Net2Auction, Inc. ("NAUC"), a consolidated
subsidiary of AmeriResource Technologies, Inc. (the "Company") closed a Stock
Exchange Agreement ("Agreement"), entered into on September 30, 2005, by and
between NAUC, AuctionWagon, Inc., a California corporation ("AWI"), and the
following individuals who constitute all of AWI's shareholders: David MacAdam,
Josh MacAdam, Devin Bailey, and Karen Chang (the "AWI Shareholders"). Under the
terms of the Agreement, NAUC acquired all of the outstanding common stock of AWI
from the AWI Shareholders in exchange for 1,825,000 shares of NAUC common stock.
The Agreement also provides that NAUC will provide the AWI Shareholders with an
additional 1,095,000 shares of NAUC common stock in the event the closing
trading price of NAUC common stock is less than $2.00 at the end of trading on
October 6, 2007.
Following the completion of the exchange transaction, AWI became a
wholly-owned subsidiary of NAUC. The consideration exchanged in connection with
this transaction was determined through negotiation by the parties. AWI is an
operator of online auction drop-off locations.
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 12th day of October 2005.
AMERIRESOURCE TECHNOLOGIES, INC.
By: /s/ Delmar Janovec
-------------------------
Delmar Janovec, President
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EXHIBIT INDEX
Exhibit No. Page Description of Exhibit
10.1 4 Stock Exchange Agreement, dated as of September 30, 2005,
by and between Net2Auction, Inc., AuctionWagon, Inc.,
Josh MacAdam, David MacAdam, Devin Bailey, and Karen Chang.
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EXHIBIT 10.1
STOCK EXCHANGE AGREEMENT
THIS STOCK EXCHANGE AGREEMENT (the "Agreement") is made as of this 30th
day of September, 2005, (the "Effective Date") by and between Net2Auction, Inc.,
a Delaware corporation ("NAUC"), AuctionWagon, Inc., a California corporation
("AWI"), and Josh MacAdam, David MacAdam, Devin Bailey, and Karen Chang, all
California residents (the "AWI Shareholders") (NAUC, AWI and the AWI
Shareholders may hereinafter be referred to individually as a "Party" or
collectively as the "Parties").
RECITALS
WHEREAS, NAUC is interested in expanding its business through
investments and acquisitions in all industries that are doing business with
eBay;
WHEREAS, AWI is engaged in the business of providing software design
and product development for businesses that are in the business of selling on
eBay; and
WHEREAS, NAUC is interested in acquiring 100% of the outstanding common
stock of AWI and the AWI Shareholders are interested in exchanging 100% of their
stock ownership in AWI, pursuant to the terms and conditions described herein
and for the consideration set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the promises, representations, and
covenants described herein, and in consideration of the recitals above, which
are incorporated herein by reference, and for other good and valuable
consideration, the receipt and sufficiency of which the Parties hereby
acknowledge, the Parties hereby agree as fellows:
1. Consideration and Exchange of Shares.
(a) Exchange of Shares. The Parties hereto agree that the AWI
Shareholders will, upon the execution of this Agreement, exchange,
assign, transfer and convey exclusively to NAUC eight thousand eight
hundred eight one (8,881) shares of AWI common stock (the "AWI
Shares"), constituting 100% of the issued and outstanding capital stock
of AWI, in exchange for one million eight hundred twenty five thousand
(1,825,000) shares of NAUC common stock (the "NAUC Shares"). Upon
execution of the Agreement, AWI will become a wholly-owned subsidiary
of NAUC. At Closing (as defined in Section 3), NAUC will tender the
NAUC Shares to AWI's Shareholders in a pro rata manner, in accordance
with Exhibit A.
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(b) Contingent Consideration at Closing to AWI Shareholders. In the
event that the NAUC stock price is below two dollars ($2.00) per share
at the close of trading on the Closing date, NAUC will transfer an
additional two hundred fifty thousand (250,000) shares of NAUC common
stock to the AWI Shareholders, which shall be distributed pro rata.
(c) Price Protection to AWI Shareholders. In the event the share price
of NAUC common stock at the close of trading on October 6, 2007 (the
"Price Protection Date") is below the share price of NAUC common stock
at the close of trading on the Closing date, NAUC will issue, within 30
days following the Price Protection Date, an additional one million
ninety-five thousand (1,095,000) shares of NAUC common stock to be
distributed to the AWI Shareholders pro rata.
2. Right of First Refusal to Josh MacAdam. The Parties agree that Josh
MacAdam will have a right of first refusal based upon the following actions:
(a) In the event NAUC receives an offer to sell AWI, Josh MacAdam will
have the right to match the sale price being offered by the party
offering to buy AWI from NAUC;
(b) In the event NAUC ceases to have on going business operations, Josh
MacAdam will have the right to purchase the stock of AWI for an amount
equal to the investment made by NAUC in AWI under this Agreement, based
upon the number of NAUC shares tendered multiplied by NAUC trading
price on Closing; and
(c) In the event NAUC changes its business model at some point in the
future, Josh MacAdam will have the right to provide an offer for the
purchase of AWI, in an amount that would be fair and equitable for the
Company.
3. Closing. The closing of the transaction contemplated hereby shall be
held on or before five business (5) days following the execution of this
Agreement, and no later than October 6, 2005 (the "Closing"). The Closing of
this Agreement shall take place at the offices of NAUC, in the City of
Los Angeles, California, or at such other place as the Parties may agree to. At
Closing, the Parties shall deliver all information and documents necessary or
reasonable required by the Parties to fulfill their respective obligations as
outlined hereunder.
4. Conditions Precedent to Closing.
(a) Conditions to Obligations of NAUC. The obligations of NAUC under
this Agreement are subject to the fulfillment on or prior to Closing of
the following conditions:
(i) Representations and Warranties Correct; Performance of
Obligations. The representations and warranties made by NAUC
herein shall be true and correct in all material respects when
made, and shall be true and correct in all material respects
at Closing with the same force and effect as if they had been
made on and as of Closing. NAUC shall have performed in all
material respects all obligations and conditions herein
required to be performed or observed by NAUC and the
transactions herein contemplated, on or prior to Closing.
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(b) Conditions to Obligations of AWI. The obligations of AWI under this
Agreement are subject to the fulfillment on or prior to Closing of the
following conditions:
(i) Representations and Warranties Correct; Performance of
Obligations. The representations and warranties made by AWI
herein shall be true and correct in all material respects when
made, and shall be true and correct in all material respects
at Closing with the same force and effect as if they had been
made on and as of Closing. AWI shall have performed in all
material respects all obligations and conditions herein
required to be performed or observed by it on or prior to
Closing.
5. Representations and Warranties of AWI. AWI makes the following
warranties and representations to NAUC:
(a) AWI represents and warrants that prior to this transaction, AWI is
authorized to issue fourteen thousand (14,000) shares of voting common
stock and has a total of eight thousand eight hundred eighty-one
(8,881) issued and outstanding of common voting stock as of the date of
this Agreement. AWI further represents and warrants that AWI is a
corporation duly incorporated and in good standing as a corporation
under the laws of the State of California, and have all necessary
corporate power and authority to engage in the business in which they
are presently engaged.
(b) AWI represents and warrants that it has the full right, power,
legal capacity, and authority to enter into, and perform his respective
obligations under this Agreement, and that this Agreement will not
conflict with any other obligations, contracts or other agreements.
(c) AWI represents and warrants that the operations of AWI will not
undergo any material change from the date hereof until the date of
Closing and that the operations and assets of AWI are all adequately
insured.
(d) AWI represents and warrants that there are no claims, demands,
proceedings, defaults, obligations, suits, or threats or suit, seizure,
or foreclosure against AWI and that there is no suit, action, or legal,
administrative, arbitration, or other proceeding pending or threatened
which could as of Closing adversely affect NAUC'S ownership of the AWI
Shares.
(e) AWI represents and warrants that all of the assets of AWI are clear
of all mortgages, liens, pledges, encumbrances, or security interests
of any nature whatsoever and, to the best of AWI's knowledge, is in
good operating condition and repair. Further, to the best of AWI's
knowledge, there are no structural or operational defects in any of the
existing operations which would materially affect their continued use
in the same manner. AWI also represents and warrants that AWI is not in
default on any lease, license, commitment, or other agreement to be
transferred to AWI, pursuant to this Agreement.
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(f) AWI represents and warrants they: (i) are not in violation of any
applicable building, zoning, occupational safety and health, pension,
environmental control or similar law, ordinance or regulation in
relation to their structures or equipment or the operation thereof or
of their business, or any fair employment, equal opportunity or similar
law, ordinance or regulation, or any other law, ordinance, regulation
or order applicable to their business or assets, (ii) have not received
any complaint from any governmental authority, and none is threatened,
alleging that AWI is in violation of any applicable law, ordinance,
regulation or order, (iii) have not received any notice from any
governmental authority of any pending proceeding to take all or any
part of any properties (whether leased or owned) by condemnation or
right of eminent domain and no such proceeding is threatened, (iv) are
not a party to any agreement or instrument, or subject to any charter
or other corporate restriction or judgment, order, writ, injunction,
rule, regulation, code or ordinance, which adversely affects the
business, operations, prospects, properties, assets or condition,
financial or otherwise, of AWI and (v) are not in violation of, and the
execution of this Agreement and the consummation of the transactions
contemplated herein will not violate, any bankruptcy law, ruling,
administrative decision, agreement, or plan to which AWI is subject to.
(g) AWI represents and warrants that any and all authorizations,
approvals or other actions by, notices to, or filings with, any
governmental authority, if applicable, required to be obtained or made
in connection with AWI have been obtained or made, and no consent of
any third party is required to be obtained for the due execution,
delivery and performance of this Agreement. Governmental authorities
include all Federal, State and local agencies.
(h) The warranties and representations set forth in this Article are
ongoing warranties and representations by AWI and shall survive the
Closing.
6. AWI Shareholders' Representations. AWI Shareholders hereby
represents and warrants to NAUC as follows:
(a) AWI Shareholders have all requisite power and authority to execute
and deliver this Agreement, to sell the AWI Shares and to carry out the
provisions of this Agreement.
(b) All action on the part of AWI Shareholders necessary for the
authorization of this Agreement, the performance of all obligations of
the AWI Shareholders hereunder and there under at the Closing and
delivery of the AWI Shares has been taken or will be taken prior to the
Closing. Upon its execution and delivery, this Agreement will be a
valid and binding obligation of AWI Shareholders, enforceable in
accordance with its terms.
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(c) Title to the AWI Shares is unencumbered and free and clear of any
and all security interests, liens, encumbrances, claims, and equities
of every kind.
(d) Delivery of the AWI Shares at the closing of this transaction will
vest good title to the AWI Shares in NAUC, free and clear of all
security interests, liens, encumbrances, claims, and equities of every
kind.
(e) The AWI Shares constitute all of AWI Shareholders' interests in AWI
and AWI Shareholders have no other equity or debt interest in the AWI,
or any right to acquire any equity or debt interest in the AWI, or any
other right in AWI.
(f) The warranties and representations set forth in this Article are
ongoing warranties and representations by the AWI Shareholders and
shall survive the Closing.
7. Representations and Warranties of NAUC. NAUC makes the following
warranties and representations to AWI:
(a) NAUC represents and warrants that it has approximately fifty-five
million six hundred eighty five thousand (55,685,000) shares issued and
outstanding as of the date of this agreement. NAUC is duly incorporated
and in good standing as a corporation under the laws of the State of
Delaware, and it has all necessary corporate power and authority to
engage in the business in which it is presently engaged.
(b) NAUC represents and warrants that it has the full right, power,
legal capacity, and authority to enter into, and perform their
respective obligations under this Agreement, and that this Agreement
will not conflict with any other obligations, contracts or agreements
of NAUC.
(c) NAUC represents and warrants that there are no claims, demands,
proceedings, defaults, obligations, suits, or threats or suit, seizure,
or foreclosure against NAUC.
(d) NAUC represents and warrants that no authorization, approval or
other action by, and no notice to or filing with, any governmental
authority is required to be obtained or made, and no consent of any
third party is required to be obtained by NAUC for the due execution,
delivery and performance of this Agreement.
(e) NAUC understands and acknowledges that the AWI Shares will not be
registered under the Securities Act nor qualified under any state
securities laws, by virtue of exemptions thereto. NAUC has such
experience and knowledge in investment, financial and business matters
in investments similar to the AWI Shares that it is capable of
protecting its own interest in connection therewith and qualifying for
such exemptions. Further, NAUC is acquiring the AWI Shares through a
stock for stock like exchange for investment purposes only for its own
account, and not on behalf of any other person nor with a view to, or
for resale in connection with any distribution thereof. NAUC
understands that the certificates representing the AWI Shares will be
stamped with a legend substantially in the following form or a similar
form:
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THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR
AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE ISSUER THAT
SUCH REGISTRATION IS NOT REQUIRED.
(f) The warranties and representations set forth in this Article are
ongoing warranties and representations by NAUC and shall survive the
Closing.
8. Due Diligence. The Parties hereby acknowledge and agree that prior
to the execution of this Agreement they have conducted such due diligence
necessary and commercially customary for this Agreement and the transactions
contemplated by it.
9. Continuing Obligations of the Parties. The Parties hereby agreed
after the Closing to assist and cooperate in good faith with each other on a
timely basis in providing any information or documents, or executing any
documents, necessary or reasonably required to fulfill the Party's obligations
hereunder.
10. Default and Cure. In the event some Party fails or refuses to
perform its obligations under this Agreement in a timely manner, then the other
Party may give notice to such other Party of default hereunder. Said notice
shall set forth with sufficient specificity and particularity the details of
said default. The Parties to whom said default notice is given shall have thirty
(30) days from the date of the delivery of the notice to either (a) cure the
deficiencies set forth in the notice or (b) give written reply to the notice
setting forth with particularity the reasons for the nonexistence of default or
inability to cure the default(s). In the event the Party receiving notice of
default does not cure such default or set forth reasons for the nonexistence of
default by thirty (30) calendar days from the date of delivery of the notice,
the defaulting Party will be deemed in breach of this Agreement. Upon breach of
this Agreement, the non-breaching Party shall have the right to rescind this
Agreement and the transactions contemplated by it. In the event this Agreement
is rescinded, the Parties shall take such actions as necessary to give effect to
such rescission.
11. Indemnification. The Parties shall indemnify, defend and hold
harmless each other against any and all undisclosed liabilities of the other not
set forth in this Agreement or the exhibits and schedules provided herewith.
This indemnification shall survive the Closing.
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12. Rescission. Notwithstanding the rescission rights as set forth in
Article 10, this Agreement shall remain in full force and effect unless later
terminated by mutual agreement of the Parties. In the event the transactions
contemplated by this Agreement are undertaken, then both Parties hereby
knowingly and affirmatively waive their rights to rescind and/or revoke this
Agreement or the transactions contemplated by it.
13. Professional Assistance. Both Parties hereby acknowledge that they
had a full opportunity to seek legal and tax assistance of their own choosing
prior to the execution of this Agreement, and that they have done so, or have
expressly waived their right to such assistance and counsel.
14. Costs. All costs and expenses, including, without limitation, fees
and disbursements of counsel, financial advisors and accountants, incurred in
connection with the negotiation, preparation, execution and delivery of this
Agreement and consummation of the transactions contemplated hereby shall be paid
by each Party incurring such costs and expenses.
15. Securities Laws and Taxation. Both Parties hereby agree and
acknowledge that the transfer of securities pursuant to this Agreement shall
constitute an exempt isolated transaction and the restricted securities received
in such transfer and exchange do not have to be registered under federal or
state securities laws and regulations. It is the express intention of the
Parties that this Agreement and the transactions contemplated by it is treated
to the extent possible as a tax-free exchange of stock pursuant to the IRS code
of 1986 (and regulation thereto), as amended.
16. Entire Agreement. This Agreement constitutes the entire agreement
between the Parties with respect to the subject matter herein, and supercedes
all prior negotiations, correspondence, understandings, and agreements among the
Parties hereto respecting the subject matter hereof.
17. Headings. The article and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
18. Good Faith and Fair Dealing. The Parties agree that this Agreement
imposes an implied duty of good faith and fair dealing on all the respective
obligations of the Parties.
19. Amendment and Modification; Waiver of Compliance. Subject to
applicable law, this Agreement may be amended, modified, and supplemented only
by written agreement signed by the Parties. Any failure by any Party to this
Agreement to comply with any obligation, covenant, agreement, or condition
contained herein may be expressly waived in writing by the other Party hereto,
but such waivers or failure to insist upon strict compliance shall not operate
as a wavier of, or estoppels with respect to any subsequent or other failure.
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20. Counterpart's & Facsimile. This Agreement and its exhibits may be
executed simultaneously in one or more counterparts or by facsimile, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
21. Rights of Parties. Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the Parties to it and their respective
heirs, legal representatives, successors and assigns, nor is anything in this
Agreement intended to relieve or discharge the obligation or liability of any
third persons not a party to this Agreement, nor shall any provision give any
such third persons any right of subordination or action over or against any
Party to this Agreement.
22. Assignment. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the Parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interest, or obligations hereunder shall be assigned by any Party
hereto without the prior written consent of the other Party.
23. Arbitration. Any controversy or claim arising out of or relating to
this Agreement or the breach of it, shall be settled by arbitration in
accordance with the rules of the American Arbitration Association, and judgment
on the award rendered may be entered in any court having jurisdiction.
24. Governing Law and Venue. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Nevada, without reference
to the conflict of laws principles thereof. In the event any dispute regarding
this Agreement arises between the Parties and is not resolved at arbitration,
such dispute shall be brought in a proper jurisdiction located within Clark
County, State of Nevada.
25. Notices. All notices, requests, demands, and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been given if delivered by hand, overnight courier, facsimile, or mailed
certified or registered mail with postage prepaid, to the addresses set forth
below:
If to NAUC: Net2Auction, Inc.
3440 E. Russell Road, Suite 217
Las Vegas, Nevada 89120
Attention: Delmar Janovec
TEL: (702) 214-4249
FAX: (702)214-4221
With a copy to: Woltjen Law Firm
4144 N. Central Expwy., Suite 410
Dallas, Texas 75204
TEL: (214) 742-5555
FAX: (214) 742-5545
Attention: Kevin Woltjen
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If to AWI: AWI, Inc.
1680 Vine Street
Los Angeles, CA 92008
TEL: (800) 621-9830
FAX: (323) 469-0069
Attention: Josh MacAdam
With a copy to: _____________________
26. Joint Effort to Prepare. This Agreement has been prepared by the
joint efforts of the attorneys of all of the signatories to this Agreement and
shall not be construed against any particular Party. Should any provision of
this Agreement require judicial interpretation, the Parties hereto agree that
the court interpreting or construing the same shall not apply a presumption that
the terms hereof shall be more strictly construed against one Party by reason of
the rule of construction that a document is to be more strictly construed
against the Party who itself or through its agents prepared the same, it being
agreed that the Parties hereto and their respective agents have participated in
the preparation hereof.
27. Authority. Both Parties acknowledge that by execution of this
Agreement they have the right, power, legal capacity, and authority to enter
into, and perform their respective obligations under this Agreement, and no
approvals or consents of any persons other than the Parties are necessary in
connection with this Agreement. The execution and delivery of this Agreement
have been individually consented to in writing by all the disclosed individuals
of each Party.
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IN WITNESS WHEREOF, the signatures of the Parties below evidence their
approval, acceptance and acknowledgement of the terms contained in this
Agreement.
NET2AUCTION, INC. AUCTIONWAGON, INC.
/s/ Delmar Janovec /s/ Josh MacAdam
------------------ ----------------
By: Delmar Janovec By: Josh MacAdam
Name: Delmar Janovec Name: Josh MacAdam
Title: President Title: President
AUCTION WAGON SHAREHOLDERS
DAVID MACADAM
/s/ David MacAdam
-----------------
David MacAdam
JOSH MACADAM
/s/ Josh MacAdam
----------------
Josh MacAdam
DEVIN BAILEY
/s/ Devin Bailey
----------------
Devin Bailey
KAREN CHANG
/s/ Karen Chang
---------------
Karen Chang
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EXHIBIT A
EXCHANGE OF SHARES
AWI Shareholder AWI shares transferred to NAUC AUC shares received
Josh MacAdam and 7,290 1,498,057
David MacAdam
Devin Bailey 1,390 285,638
Karen Chang 201 41,305
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