File No. 333-89720
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST EFFECTIVE AMENDMENT NO. 1
AMERIRESOURCE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 84-1084784
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3430 E. Russell Road, Suite 318, Las Vegas, Nevada 89120
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(Address of principal executive offices-Zip code)
Second Amended and Restated 2001 Stock Option Plan of
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AmeriResource Technologies, Inc.
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(Full title of the plan)
Delmar Janovec, 3430 E. Russell Road, Suite 318, Las Vegas, Nevada 89120
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(Name, address, including zip code, of agent for service)
Telephone number, including area code, of agent for service: (702) 214-4249
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Securities Amount of Maximum Maximum Amount of
to be Shares to be Offering Price Aggregate Registration
Registered egistered Per Share Offering Price Fee
--------------------- -------------- --------------- ---------------------------
Common Stock, par (1) (1) (1) (1)
value $0.0001
--------------------- -------------- --------------- --------------- -----------
(1) This registration statement is being filed for the purpose of
including a reoffer prospectus within the registration statement on
Form S-8 (No. 333-89720) filed by the Company on June 4, 2002.
Pursuant to Registration Statement No. 333-89720, the Company
registered 50,000,000 shares of common stock. The fee for the
registration of such 50,000,000 shares was previously paid in
connection with such registration statement. Pursuant to Rule 416,
no additional fee is required.
Approximate Date of Commencement of Proposed Sale to the Public:
From time to time after the Registration Statement becomes
effective.
If this Form is a post effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-89720.
REOFFER PROSPECTUS
AMERIRESOURCE TECHNOLOGIES, INC.
20,000,000 Shares of
Common Stock, $0.0001 Par Value
This Reoffer Prospectus concerns the resale by Delmar A. Janovec ("Janovec") and
Rod Clawson ("Clawson"), who are herein collectively referred to as "Selling
Shareholders," of 20,000,000 shares ("Shares") of our common stock, $0.0001 par
value, previously issued to them, with 10,000,000 shares being issued to each.
We will not receive any proceeds from sales of the Shares. Selling Shareholders
may offer some or all of the Shares for sale from time to time at prices and
terms negotiated in individual transactions, in brokers transactions negotiated
immediately prior to sale, or in a combination of the foregoing. Selling
Shareholders and any broker-dealers who participate in selling the Shares may be
deemed "underwriters" as defined by the Securities Act of 1933, as amended.
Commissions paid or discounts or concessions allowed such broker-dealers, as
well as any profit received on resale of the Shares by broker-dealers purchasing
for their own accounts may be deemed to be underwriting discounts and
commissions. Selling Shareholders or purchasers of the Shares will pay all
discounts, commissions and fees related to the sale of the Shares. We have paid
the costs of filing this registration statement and reoffer prospectus with the
Securities and Exchange Commission and will pay the costs of registering or
qualifying the Shares under the securities laws of any jurisdiction where such
registration or qualification is necessary. We estimate that the expenses of
this offering, which we will incur, including registration fees, legal fees,
transfer agent fees and printing costs, but excluding underwriting discounts and
commissions which shall be paid by Selling Shareholders, will not exceed
$30,000.
Our common stock is traded on the OTC Bulletin Board under the symbol "ARES." On
January 21, 2003, the closing sale price for the common stock was $0.0083 per
share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE PURCHASE OF THESE SECURITIES INVOLVES SUBSTANTIAL RISK.
SEE "RISK FACTORS."
Price to Public Underwriter discounts Proceeds to Selling
and commissions Shareholders
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Price Per Share $.0083 (1) .00083 (2) .00747
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Total Shares Offered 20,000,000 20,000,000 20,000,000
For Resale
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TOTAL $166,000 $16,600 $149,400
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(1) All amounts in the table are estimates based on the closing sales
price of the common stock in the over-the-counter market on January 21,
2003 and assume usual and customary brokers commissions.
(2) Presumes a 10% broker's commission will be paid on each and every sale
of shares as described herein. However, Selling Shareholders will be
selling the Shares with the broker of their choice involving commission as
they may individually negotiate.
No person has been authorized in connection with any offering made hereby to
give any information or to make any representation not contained in this
Prospectus. If any such information is given or any such representation made,
the information or representation should not be relied upon as if authorized by
us. This Prospectus is not an offer to sell or a solicitation of an offer to buy
any securities other than the Shares offered by this Prospectus, nor is it an
offer to sell or a solicitation of an offer to buy any of the Shares offered
hereby in any jurisdiction where it is unlawful to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any sale hereunder
shall under any circumstances imply that the information in this Prospectus is
correct any time subsequent to January 21, 2003.
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AVAILABLE INFORMATION
We are subject to the informational requirement of the Securities Exchange Act
of 1934, as amended, and in accordance therewith file reports and other
information with the Securities and Exchange Commission. Such reports, proxy
statements and other information we have filed can be inspected and copied at
the public reference facilities maintained by the Securities and Exchange
Commission in Washington D.C. at 450 Fifth Street, N.W., 20549, and at the
following regional offices located at 26 Federal Plaza, Room 1100, New York, New
York 10278; 219 Dearborn Street, Room 1228, Chicago, Illinois, 60604; and at 410
Seventeenth Street, Suite 700, Denver, Colorado 80202. Copies of these materials
can be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
We will provide, without charge, to each person to whom a copy of this
Prospectus is delivered, upon the oral or written request of such person, a copy
of any and all information incorporated by reference into this Prospectus.
Requests for such information may be directed to Delmar Janovec at 3430 E.
Russell Road, Suite 310, Las Vegas, Nevada 89120. We will furnish to our
stockholders annual reports, which will contain financial statements audited by
independent accountants, and such other reports as it may determine to furnish
upon written request by each stockholder or as may be required by law.
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TABLE OF CONTENTS
Corporate Summary ...........................................................4
Risk Factors.................................................................4
Selling Shareholders.........................................................8
Plan of Distribution.........................................................9
Description of Securities....................................................9
Interests of Named Experts and Counsel.......................................10
Incorporation of Certain Documents by Reference..............................10
Indemnification of Directors and Officers....................................11
Exhibits.....................................................................11
Undertakings.................................................................11
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Corporate Summary
Our operations are currently conducted through our wholly owned subsidiaries Jim
Butler Performance ("JBP") and West Texas Real Estate & Resources, Inc.
("WTRER"). Unless the context indicates otherwise, any of the terms "we," "us,"
"it," and "our" includes and refers to AmeriResource Technologies, Inc., its
predecessors and subsidiaries. Our principle executive offices are located at
3430 E. Russell Road, Suite 310, Las Vegas, Nevada 89120. Our telephone number
is (702) 214-4249.
JIM BUTLER PERFORMANCE
JBP's current operations concentrate on its core business of manufacturing high
end racing engines and the research for the development of potential new product
lines as well as expanding the functionality of its existing website,
www.jbp-pontiac.com, which is still under minor construction. The website will
have a link to a full inventory of parts that can be purchased on line, as well
as a calendar of upcoming events and a technical section that will allow JBP's
management to answer questions from the car enthusiasts and/or hobbyists.
WEST TEXAS REAL ESTATE AND RESOURCES, INC.
WTRER's current business operations primarily consist of analyzing the viability
of drilling additional wells and deepening the existing wells on its oil, gas
and mineral lease in Pecos County, Texas.
We continue to search for viable business operations to acquire or merge with in
order to increase our revenues and profitability. We have received unsolicited
offers concerning the sale of our subsidiaries and although we have not received
an offer on any of our subsidiaries which we deem acceptable, we will continue
to entertain offers to sell some or all of our subsidiaries in an attempt to
generate profitability.
Risk Factors
An investment in our common stock is highly speculative and involves a high
degree of risk. Therefore, you should carefully consider all of the risk factors
discussed below, as well as the other information contained in this document.
You should not invest in our common stock unless you can afford to lose your
entire investment and you are not dependent on the funds you are investing. The
following risk factors are interrelated and, consequently, investors should
treat such risk factors as a whole.
We Have Limited Cash Flow From Operations And May Require Additional Financing
Which May Not Be Available.
We have limited operating cash flows. We anticipate to have sufficient working
capital provided in the form of loans from management to satisfy our operating
expenses for the next several months. However, no assurance may be given that
such loans will be sufficient or available at all to allow us to realize our
goals and engage in a business venture. If our cash resources prove to be
insufficient, we may be required to seek additional debt or equity financing to
fund the costs of continuing operations until we achieve positive cash flow. We
have no current commitments or arrangements for additional financing and there
can be no assurance that any additional debt or equity financing will be
available to us on acceptable terms, or at all.
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To date we have financed operations and expansion primarily from operating cash
flows, private placements of the common stock and loans from affiliates.
Management believes these sources will cover operating expenses and our
anticipated obligations during the several months. Thereafter, we may require
additional financing. We can give no assurances that we will be able to obtain
external financing on favorable terms, or at all. If we are unable to obtain
additional financing, management's ability to meet our goals could be affected
in a material adverse manner. We reported a net loss of $60,079 and of $639,266
for the three (3) and nine (9) months ended September 30, 2002, respectively.
Our Business Is In The Formative and Development Stage And Is Uncertain.
Despite our ownership of JBP, we must be considered to be in the formative and
development stage. Potential investors should be aware of the difficulties
normally encountered by a new enterprise. There is nothing at this time upon
which to base an assumption that any business we conduct will prove successful,
and there is no assurance that we will be able to operate profitably. We have
limited resources and have had no significant revenues to date.
The nature of our business, seeking to acquire or merge with a company, is
inherently uncertain. Our business is subject to substantial liabilities,
including contingent liabilities, and generates no cash flow.
The Speculative Nature of Our Proposed Operations Makes an Evaluation of Us Very
Difficult.
The success of our proposed plan of operation will depend to a great extent on
the operations, financial condition and management of the business operations we
merge with or acquire. While management intends to seek business combinations
with entities having established operating histories, there can be no assurance
that we will be successful in locating candidates with any operating history. In
the event we complete a business combination, of which there can be no
assurance, the success of our operations will be largely dependent upon
management of the successor firm or venture partner firm and numerous other
factors related to the new business entity. There can be no assurance that we
will increase our revenues and profitability.
Competition for Business Opportunities and Combinations May Be Fierce and
Prevent the Execution of Our Merger/Acquisition Goals.
We are, and will continue to be, a participant in the business of seeking
mergers, joint ventures and acquisitions with small private entities. While we
have had success in attracting potential combination partners and in securing
letters of intent or confidentiality and non circumvent agreements with entities
that are in operation with assets and generating revenues, we have encountered
problems in either our due diligence investigations or other issues preventing
the consummation of a business combination. Despite this limited success, there
is a large number of established and well-financed entities, including venture
capital firms, who are actively seeking to merge with or acquire companies which
may be target candidates for us. Many of these venture capital firms have
significantly greater financial resources, technical expertise and managerial
capabilities than us and, consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a
business combination. Moreover, we will also compete in seeking merger or
acquisition candidates with numerous other small public companies.
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We May Acquire a Business With Obligations Requiring Additional Financing Which
May Severely Impair Our Operations.
An acquired business may already have previously incurred debt or equity
financing which it may not be able to satisfy. Such an entity would require an
infusion of capital we might not be able to satisfy. To the extent we engage in
a business combination with an entity requiring additional financing, such
additional financing (which could be derived from the public or private offering
of other securities or from the acquisition of debt through conventional bank
financing), may not be available.
We Do Not Face Limits in Pursuing Debt Financing Options.
There are currently no limitations on our ability to borrow funds to effect a
business combination or finance the operations of any acquired business. The
amount and nature of any of our attempted borrowings will depend on numerous
factors, including our capital requirements, our perceived ability to meet debt
services on any such borrowings, and then-prevailing conditions in the financial
markets as well as general economic conditions. There can be no assurance that
debt financing, if required or otherwise sought, will be available on terms
deemed to be commercially acceptable or in our best interest.
The Possible Issuance of Additional Shares of Our Common Stock Will Reduce the
Ownership and Voting Power of the Other Stockholders and May Result in a Change
of Our Control.
As of January 20, 2003, we have 66,081,519 shares of common stock issued and
outstanding and 933,918,481 shares of common stock authorized but unissued. Our
board of directors has the power to issue additional shares without stockholder
approval. We anticipate issuing a substantial amount of shares to acquire a
business interest or other type of property in the future. Although we presently
have no commitments, contracts or intentions to issue any additional shares, we
may issue shares for the purpose of raising additional capital. Potential
investors should be aware that any such stock issuances may result in a
reduction of the book value or market price, if any, of the outstanding shares.
If we issue additional shares, such issuance will reduce the proportionate
ownership and voting power of the other stockholders. Also, any new issuance of
shares may result in a change of our control.
6
Restricted Shares May Be Eligible for Future Resale.
As of January 20, 2003, approximately 40,807,932 or 62%, of the currently
outstanding shares of our common stock are restricted securities or held by our
affiliates, or both. Consequently, these shares may be sold without registration
upon compliance with the various conditions set forth in Rule 144 under the
Securities Act of 1933. Sales of substantial amounts of common stock by security
holders under Rule 144, or otherwise, or even the potential for such sales,
might depress the price for common stock and could impair our ability to raise
capital through the sale of our equity securities.
We Are Exposed To Litigation and Contingent Liabilities.
We are subject to a variety of claims and suits that arise from time to time out
of the ordinary course of business, most of which are contract disputes. These
potential liabilities could, if realized, have a materially adverse effect on
our financial condition and our ability to conduct business.
We Have Never Paid Dividends On Our Common Stock In The Last Several Years And
Do Not Intend To Do So In The Near Future.
We have not paid dividends on our common stock for the last several years and do
not intend to pay any dividends to stockholders in the foreseeable future.
Management intends to reinvest future profits, if any, to develop and expand the
business. Any investor who purchases our common stock should not anticipate
receiving any dividends on the common stock at any time in the foreseeable
future. Payment of dividends is within the absolute discretion of our board of
directors.
We May Merge with Operations in Foreign Countries and a Meaningful Review of
Operational Risks Abroad May Not Be Possible.
Our business plan is to search for viable business operations to acquire or
merge with in order to increase our revenues and profitability. Management's
discretion is unrestricted, and we may participate in any business whatsoever
that may in the opinion of management meet the business objectives discussed
herein. Therefore, we may effect a business combination with another business
outside the United States. We have not limited the scope of our search to a
particular region or country. Accordingly, to the extent that the acquired
business may be located or operate in a foreign jurisdiction, our operations may
be adversely affected to the extent of the existence of unstable economic,
social and/or political conditions in such foreign regions and countries. We may
not be capable of reviewing the potential operational risks surrounding foreign
businesses.
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Selling Shareholders
Our board of directors has evaluated the compensation of our officers and
directors and decided, based on the following, that additional compensation for
the Selling Shareholders is warranted.
1. The first and only other time that the Selling Shareholders have
received unrestricted shares of our common stock, which was also the
last time they received any form of compensation since October 1996,
was pursuant to a Post Effective Amendment to Registration Statement
on Form S-8 (SEC File No. 333-71343), filed by us on February 20,
2001, whereby Janovec received 305,000 shares and Clawson received
170,000 shares.
2. Janovec has served as one of our directors since May 12, 1994. Since
June 27, 1994, Janovec has served as our chief executive officer,
and on December 31, 1999, he was appointed as our president. Janovec
has served without receiving a salary since October 1, 1996.
3. Clawson has been with us since October 1, 1993. Since May of 1995,
Clawson has served as our Vice President and was President of KLH
Engineers & Constructors, Inc., our engineering subsidiary. On
August 10, 1995, Clawson was appointed as one of our directors.
Clawson currently spends on average from 40 to 70 hours per month on
various issues regarding AmeriResource Technologies, Inc. and has
never received any compensation for his services, other than the
shares addressed above in paragraph #1.
As we only have stock to provide to our officers and directors, our board
believes it to be prudent to issue the 20,000,000 shares to Janovec and Clawson.
These 20,000,000 shares were previously issued pursuant to our Second Amended
and Restated 2001 Stock Option Plan as a bonus for the services Selling
Shareholders have rendered to us over several years.
Neither Janovec nor Clawson are covered by key man life insurance, but we hope
to be capable of obtaining key man life insurance in the near future.
The following table sets forth certain stock ownership facts of the Selling
Shareholders as of January 21, 2003:
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Name Number of Shares Number of Shares Number of Shares Beneficially Owned
Beneficially Offered After Offering Presuming All Shares
Owned Prior to Offered Are Sold
Offering
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Number Percent of Class
Owner
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Delmar Janovec 472,791,211 (1) 10,000,000 482,791,211 87.9% (2)
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Rod Clawson 1,290,000 (3) 10,000,000 11,290,000 14.6% (4)
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(1) Janovec owns 14,075,615 shares of our common stock and 1,000,000
shares of our Series C preferred stock. Holders of our Series C
preferred stock have the option, at any time, to convert their
8
shares into common stock on the basis of the stated value of the
Series C preferred stock divided by fifty percent (50%) of the
average closing price of the common stock on five (5) business days
preceding the date of conversion. As of January 22, 2003, Janovec's
Series C preferred stock would have converted into 458,715,596
shares of our common stock.
(2) Percentage is based upon the total 66,081,519 outstanding shares of
common stock combined with the 482,791, 211 shares of common stock
beneficially owned by Janovec.
(3) Clawson owns 40,000 shares of our common stock and 250,000 shares of
our Series D preferred stock. Holders of our Series D preferred
stock have the option, at any time, to convert their shares into one
share of common stock and have voting rights equivalent to five (5)
shares of common stock. As of January 22, 2003, Clawson's Series D
preferred stock would have converted into 250,000 shares of our
common stock which would possess voting rights of 1,250,000 shares
of our common stock.
(4) Percentage is based upon the total 66,081,519 outstanding shares of
common stock combined with the 1,290,000 shares of common stock
beneficially owned by Clawson.
Plan of Distribution
Selling Shareholders may sell the Shares from time to time in the
over-the-counter market, or otherwise, at prices and terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
Selling Shareholders expect to employ brokers or dealers in order to sell the
Shares. Brokers or dealers engaged by Selling Shareholders may arrange for other
brokers or dealers to participate. Brokers or dealers will receive commissions
or discounts from Selling Shareholders or from purchasers in amounts to be
negotiated immediately prior to the sale, which commissions and discounts are
not expected to deviate from usual and customary brokers' commissions. Neither
we nor Selling Shareholders expect to employ, utilize or otherwise engage any
finders to assist in the sales of the Shares.
There is no assurance that Selling Shareholders will offer for sale or sell any
or all of the Shares registered pursuant to this Prospectus.
Description of Securities
We have the authority to issue one billion (1,000,000,000) shares of common
stock with a par value of $0.0001 each. We are also authorized to issue ten
million (10,000,000) shares of preferred stock with a par value of $0.001 each,
which may be issued in one or more series at the discretion of our board of
directors. In establishing a series of preferred stock, our board of directors
shall give to it a distinctive designation so as to distinguish it from the
shares of all other series and classes, shall fix the number of shares in such
series, and the preferences, rights and restrictions thereof. All shares of any
one series shall be alike in every particular except as otherwise provided in
our Certificate of Incorporation, any amendments thereto, or the General
Corporation Law of Delaware.
As stated herein above, as of January 20, 2003, we had 66,081,519 shares of
common stock issued and outstanding and 933,918,481 shares of common stock
authorized but unissued.
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As of January 20, 2003, we had 1,558,287 shares of preferred stock issued and
outstanding and 8,441,713 shares of preferred stock authorized but unissued. No
trading market currently exists for our preferred stock. We have four (4) series
of preferred stock, A, B, C, and D. Each share of the Series A and B preferred
stock may be converted by the holder into one share of common stock. The Series
A and B preferred stock has a liquidation value of $1.25 per share and has
voting rights equivalent to one share of common stock. Dividends on the Series A
and B preferred stock accrue quarterly at an annual rate of $0.125 per share.
Each share of the Series C preferred stock may be converted into common stock of
the Company on the basis of the stated value of the Series C preferred stock,
$2.00 per share, divided by fifty percent (50%) of the average closing price of
the common stock on five (5) business days preceding the date of conversion. The
Series C preferred stock has a liquidation value of $2.00 per share and has
voting rights equivalent to one share of common stock. Holders of the Series C
preferred stock are not entitled to receive dividends.
Each share of the Series D preferred stock may be converted by the holder
into one share of common stock. The Series D preferred stock has a liquidation
value of $0.001 per share and has voting rights equivalent to five (5) shares of
common stock. Holders of the Series D preferred stock are not entitled to
receive dividends.
We have never declared or paid dividends on our preferred stock.
Interests of Named Experts And Counsel
No expert who is named as preparing or certifying all or part of the
registration statement to which this Prospectus pertains, and no counsel for us
who is named in this Prospectus as having given an opinion on the validity of
the securities being offered hereby was hired on a contingent basis or has or is
to receive, in connection with this offering, a substantial interest, direct or
indirect, in us. In addition, no such expert or counsel is connected with us or
our consolidated subsidiaries as a promoter, underwriter, voting trustee,
director, officer, or employee.
Incorporation of Certain Documents by Reference
The following documents filed by us with the Commission are hereby incorporated
herein by reference:
1. Our Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001.
2. All reports filed by us with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act, since the end of the fiscal year
ended December 31, 1999.
3. The description of the common stock contained in our registration
statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
Prior to the filing of a post-effective amendment that indicates that all
securities covered by this Registration Statement have been sold or that
de-registers all such securities then remaining unsold, all reports and other
documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such reports and
documents.
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Indemnification of Directors and Officers
Our articles of incorporation and bylaws limit the liability of our directors to
the fullest extent permitted by the Delaware General Corporation Law, ss.145, or
any other applicable provision. Generally, Delaware General Corporation Law
permits the indemnification of officers, directors, employees and agents from
any threatened, pending or completed action, suit or proceeding, whether civil
or criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation and from judgments,
expenses, fines, and settlements so long as such person was acting in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interest of the corporation, or had no reasonable cause to believe that
such conduct was unlawful. In addition, our articles of incorporation provide
that we will indemnify our directors and officers to the fullest extent
permitted by such law. We believe that these provisions are necessary to attract
and retain qualified directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and control persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the United States Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or control person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or control person, we will, unless in the opinion of counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act of 1933, as amended,
and we will be governed by the final adjudication of such issue.
Exhibits
The Exhibit Index preceding the exhibits is incorporated herein by reference.
Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability
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under the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Las Vegas, State of Nevada, on this 22nd day of January, 2003.
AMERIRESOURCE TECHNOLOGIES, INC.
By:/s/ Delmar Janovec
--------------------------------------------
Delmar Janovec, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Delmar Janovec, with full power to act without the
other and with full power of substitution and resubstitution, our true and
lawful attorney-in-fact with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this registration statement under the
Securities Act of 1933 and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
and hereby ratify and confirm each and every act and thing that such
attorney-in-fact, or his substitute, shall lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
/s/ Delmar Janovec Chief Executive Officer & January 22, 2003
--------------------- ------------------------------ -----------------
Delmar Janovec Director
/s/ Rod Clawson Director January 22, 2003
-------------------- ------------------------------ -----------------
Rod Clawson
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EXHIBIT INDEX
SEC Ref. No. Page No. Description of Exhibit
----------- -------- ----------------------
4 * Second Amended and Restated 2001 Stock
Option Plan of AmeriResource Technologies, Inc.
23 15 Consent of Accountant
*Previously filed as an exhibit to the Form S-8 (No. 333-89720) filed by the
Company on June 4, 2002 and incorporated herein by reference.
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Clyde Bailey P.C.
Certified Public Accountant
10924 Vance Jackson #404
San Antonio, Texas 78230
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Board of Directors
AmeriResource Technologies, Inc.
3430 E. Russell Road, Suite 310
Las Vegas, Nevada 89120
RE: Use of Financial Statements in Form S-8 Registration Statement
Dear Board of Directors:
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (No. 333-89720) of our
report dated March 26, 2002 relating to the financial statements of
AmeriResource Technologies, Inc. (the "Company") as of and for the year ended
December 31, 2001, which appear in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 2001.
Sincerely,
/s/ Clyde Bailey
------------------
Clyde Bailey, P.C.
San Antonio, Texas
January 23, 2003
15