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: December 20, 2002
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)
3430 E. Russell Road, Suite 310, 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)
Item 2. Acquisition or Disposition of Assets
On December 20, 2002, AmeriResource Technologies, Inc. (the "Company") and
Royal Casino Holding Corporation, a Florida corporation ("RCH") rescinded, ab
intitio, an August 26, 2002 Exchange Agreement (the "Exchange Agreement")
whereby RCH sold 60% of Royal Casino Entertainment, a Florida corporation
("RCE"), and 100% of Royal Casino Cruises, LLC, a Florida limited liability
company ("RCC"), in exchange for a quantity of shares of the Company's common
stock equal to 60% of the Company's issued and outstanding common stock.
The Exchange Agreement was not closed until October 2, 2002. The primary
delay in closing the Exchange Agreement was RCH's inability to procure
sufficient working capital, which was not yet obtained by RCH as of closing but
was expected to be obtained within ten (10) days of closing.
The Company and RCH executed an addendum ("Addendum") to the Exchange
Agreement on November 19, 2002 whereby RCH granted the Company an option to
rescind the Exchange Agreement in the event RCH was unable to maintain working
capital sufficient to facilitate the operations of RCE and RCC.
RCH was unable to procure and maintain sufficient working capital to
support the operations of RCE and RCC. Consequently, the Company exercised its
option to rescind the Exchange Agreement by executing a Recission of Exchange
Agreement with RCH on December 20, 2002.
As additional consideration for the recission of the Exchange Agreement,
RCH agreed to pay to the Company twenty percent (20%) of any and all proceeds or
recovery obtained on behalf of RCE and/or RCC in connection with the lessor's
breach of the agreement pursuant to which RCE leased the berth for its casino
boat, the Royal Casino I, and its principal offices.
Item 7. Exhibits
The Exhibit Index preceding the exhibits is incorporated herein by
reference.
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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 20th day of December 2002.
AmeriResource Technologies, Inc.
By: /s/ Delmar Janovec
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AmeriResource Technologies, Inc.
By: Delmar Janovec, President
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EXHIBIT INDEX
Exhibit No. Page Description of Exhibit
2(i) * August 26, 2002 Exchange Agreement by and between
AmeriResource Technologies, Inc. and Royal Casino
Holding Corporation
2(ii) 5 November 19, 2002 Addendum to the Exchange
Agreement by and between AmeriResource
Technologies, Inc. and Royal Casino Holding
Corporation
2(iii) 7 December 20, 2002, Recission of Exchange Agreement
by and between AmeriResource Technologies, Inc.
and Royal Casino Holding Corporation
* Previously filed as an exhibit to a Form 8-K on September 6, 2002 and
incorporated herein by reference.
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Addendum to EXCHANGE AGREEMENT
THIS Addendum to EXCHANGE AGREEMENT (the "Addendum") is entered into
effective this 19th day of November 2002, (the "Effective Date") by and between
AmeriResource Technologies, Inc., a Delaware corporation with offices at 3430 E.
Russell Road, Suite 310, Las Vegas, Nevada 89120 ("ARES"), and Royal Casino
Holding Corporation, a Florida corporation with offices at 4000 South Ocean
Drive, Suite 100, Hollywood, Florida 33019 ("RCH").(ARES and RCH may hereinafter
be referred to individually as a "Party" or collectively as the "Parties").
Recitals
WHEREAS, on October 2, 2002, the Parties closed an August 26, 2002
Exchange Agreement (the "Agreement") whereby RCH sold 60% of Royal Casino
Entertainment, a Florida corporation ("RCE"), and 100% of Royal Casino Cruises,
LLC, a Florida limited liability company ("RCC"), in exchange for 60% of ARES;
and
WHEREAS, the Parties acknowledge that the primary delay in closing the
Agreement was RCH's procurement of sufficient working capital, which RCH
believed to have resolved through the sale of certain property in Colorado;
however, RCH acknowledges that it has not yet obtained the working capital it
envisioned at closing of the Agreement, although it may be able to obtain such
financing within the next ten (10) days.
WHEREAS, RCH agrees to provide ARES with an option to rescind the
Agreement effective on the day of this Addendum as a remedy to RCH's inability
to maintain working capital sufficient to facilitate the operations of RCE and
RCC.
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 follows:
Article 1
Option to Rescind
1.1 RCH does hereby acknowledge it has not been able to maintain or obtain
sufficient working capital to operate RCE and RCC as normal business
ventures, which constitutes a breach of Section 2.1 of the Agreement.
1.2 As a remedy for the breach set forth in Section 1.1, RCH hereby grants to
ARES the sole option to rescind, ab initio, the August 26, 2002 Exchange
Agreement, as if the Parties never entered therein ("Option").
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1.3 ARES shall possess this Option to rescind unless and until RCH provides
RCE and RCC with sufficient working capital, as shall be reasonably
determined by the Parties.
1.4 Because the lack of working capital has left ARES in an ongoing
compromising situation, the Option may be invoked by ARES at any time with
written notice provided to RCH.
Article 2
Return of Consideration
2.1 The Parties agree that in the event ARES invokes the Option as set forth
in Section 1.2, both Parties will return any and all consideration
exchanged on October 2, 2002, including the sixty percent (60%) of RCE,
the one hundred percent (100%) of RCC, and the sixty percent (60%) of
ARES.
2.2 The Parties represent that they have the full, unencumbered right and
ability to return all consideration exchanged pursuant to the Agreement,
and both Parties hereby agree to maintain all such consideration in an
unencumbered manner that will facilitate the free and unfettered return of
such if and when ARES invokes the Option set forth in Section 1.2
Article 3
Continuing Indemnification
3.1 The Parties agree that Article 9 of the Agreement and the sections
thereunder shall be fully incorporated herein and continue and survive
this Addendum.
Article 4
Miscellaneous
4.1 Survival of Agreement. This Addendum in no way is intended to modify any
terms of the Agreement not expressly addressed herein and such other
provisions shall remain in full force and effect.
In Witness Whereof, the signatures of the Parties below evidence their
approval, acceptance and acknowledgment of the terms contained in this Addendum.
"ARES"- AmeriResource Technologies, Inc. "RCH"- Royal Casino Holding Corporation
/s/ Delmar Janovec /s/ Dharmesh Patel
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By: Delmar Janovec, President By: Dharmesh Patel, President
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RECISSION OF EXCHANGE AGREEMENT
THIS RECISSION OF EXCHANGE AGREEMENT (the "Agreement") is entered into
effective this 20th day of December 2002, (the "Effective Date") by and between
AmeriResource Technologies, Inc., a Delaware corporation with offices at 3430 E.
Russell Road, Suite 310, Las Vegas, Nevada 89120 ("ARES"), and Royal Casino
Holding Corporation, a Florida corporation with offices at 4000 South Ocean
Drive, Suite 100, Hollywood, Florida 33019 ("RCH"). (ARES and RCH may
hereinafter be referred to individually as a "Party" or collectively as the
"Parties").
WHEREAS, on October 2, 2002, the Parties closed an August 26, 2002
Exchange Agreement (the "Exchange Agreement") whereby RCH sold 60% of Royal
Casino Entertainment, a Florida corporation ("RCE"), and 100% of Royal Casino
Cruises, LLC, a Florida limited liability company ("RCC"), in exchange for
66,958,791 million shares of ARES's common stock ("ARES Equity");
WHEREAS, ARES and RCH executed an addendum ("Addendum") to the Exchange
Agreement on November 19, 2002 whereby RCH granted ARES an option to rescind the
Exchange Agreement in the event RCH was unable to maintain working capital
sufficient to facilitate the operations of RCE and RCC; and
WHEREAS, due to RCH's inability to maintain working capital sufficient to
facilitate the operations of RCE and RCC, RCH is in breach of the Exchange
Agreement, ARES is exercising its option to rescind the Exchange Agreement
pursuant to the Addendum, and the Parties desire to rescind the transaction and
cancel the Exchange Agreement pursuant to the terms and conditions described
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 follows:
Article I
Recission
1.1 The Parties hereby agree to cancel and rescind, ab initio, the Exchange
Agreement as if the Parties never entered therein. RCH hereby agrees to
transfer and return the ARES Equity to ARES in exchange for ARES returning
60% of RCE and 100% of RCC to RCH. The option to acquire an additional 20%
of RCE granted to ARES by RCH in the Exchange Agreement is also hereby
cancelled.
1.2 Upon the execution of this Agreement, RCH shall tender to ARES the equity
certificate in the name of "Royal Casino Holding Corporation"evidencing
the ARES Equity.
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Article II
Stipulated Damages
2.1 As additional consideration for the recission set forth in Section 1.1
above, RCH hereby agrees to pay to ARES twenty percent (20%) of any and
all proceeds or recovery obtained on behalf of RCE and/or RCC resulting
from any and all claims, allegations, demands, rights, actions, suits, and
causes of action of whatever kind or nature, in law, equity or otherwise,
whether now known or unknown, against Hollywood Hotel Acquisitions LLC
and/or the Ambassador Resort & Corporate Center, relating to lessor's
breach of the Berth and Lease Agreement executed on January 3, 2002 and
all amendments thereto and assignments thereof. Any amount due pursuant to
this section shall be tendered directly to ARES immediately upon receipt
of any monies by the payor.
Article III
Representations and Warranties of ARES and RCH
3.1 ARES and RCH represent and warrant that they have 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 ARES or
RCH.
3.2 The warranties and representations set forth in this Article are ongoing
warranties and representations by ARES and RCH and shall survive the
Closing.
Article IV
Waiver of Rights
4.1 ARES hereby acquits and discharges RCH, RCE and RCC from and against any
and all claims, demands, rights, actions, suits, causes of action and
liability of whatever kind or nature, in law, equity or otherwise that it
now owns or holds against RCH, RCE and RCC in connection with any and all
claims or allegations arising out of RCH's breach of the Exchange
Agreement.
4.2 RCH, RCE and RCC hereby acquit and discharge ARES from and against any and
all claims, demands, rights, actions, suits, causes of action and
liability of whatever kind or nature, in law, equity or otherwise that
they now own or hold against ARES in connection with any and all claims or
allegations arising out of the Exchange Agreement.
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Article V
Miscellaneous Provisions
5.1 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.
5.2 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 waiver or failure to insist upon strict compliance shall
not operate as a wavier of, or estoppel with respect to any subsequent or
other failure.
5.3 Counterparts & 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.
5.4 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 subrogation or
action over or against any Party to this Agreement.
5.5 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 assigns.
5.6 Governing Law and Venue. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without
reference to the conflict of laws principles thereof. In the event any
dispute regarding this Agreement arises between the Parties, such dispute
shall be brought in a proper jurisdiction located within Dallas County,
Texas.
5.7 Notices. Any notices or other communications required or permitted
hereunder shall be sufficiently given if delivered personally, when
deposited in the United States mail for transmittal by registered or
certified mail, postage prepaid, or when sent by facsimile transmission,
provided that the communication is addressed as follows:
If to ARES: AmeriResource Technologies, Inc.
3430 E. Russell Road, Suite 310
Las Vegas, Nevada 89120
Attention: Delmar Janovec
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With copies to: Woltjen Law Firm
4144 N. Central Expwy., Suite 410
Dallas, Texas 75204
Attention: Kevin S. Woltjen
If to RCH: Royal Casino Holding Corporation
4000 South Ocean Drive, Suite 100
Hollywood, Florida 33019
Attention: Dharmesh Patel
With copies to: Brian C. Deuschle, Esquire
800 SE 3rd Avenue, Suite 400
Fort Lauderdale, Florida 33316
or to such other addresses as the Parties may specify in writing.
5.8 Severability. In the event that any provision of this Agreement shall be
unenforceable, the validity and enforceability of the remaining provisions
shall not be affected thereby.
In Witness Whereof, the signatures of the Parties below evidence their
approval, acceptance and acknowledgment of the terms contained in this
Agreement.
"ARES"- AmeriResource Technologies, Inc. "RCH"- Royal Casino Holding Corporation
/s/ Delmar Janovec /s/ Dharmesh Patel
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By: Delmar Janovec, President By: Dharmesh Patel, President
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