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: July 9,
2009
AMERIRESOURCE TECHNOLOGIES,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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0-20033
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84-1084784
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(Commission
File Number)
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(IRS
Employer Identification Number)
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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))
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ITEM
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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AmeriResource
Technologies Inc., transferred 140,000 restricted shares of its Series F
Preferred Stock to GoJoe, Incorporated, a Utah Corporation in March of
2009. The Property transferred by GoJoe to an assignee of
AmeriResource is described as follows: all software and software
copyrights of Atto Solutions, LLC, all equipment, inventory, fixtures,
furnishings, personal property, intangible property, computers, software, and
documents and as made subject to the court orders in Case No.. 080403306 from
the Fourth Judicial District Court in and for Utah County, State of Utah,
entitled, GoJoe Incorporated v. Atto Solutions, LLC and Kevin
Cannon. The transfer of the shares will be handled as a private sale
exempt from registration under Rule 506 of Regulation D and the Securities Act
of 1933.
AmeriResource
entered into an agreement with Nexia Holdings, Inc., a Utah corporation, whereby
Nexia transferred to AmeriResource 100,000 shares of Series C Preferred Stock of
Nexia to AmeriResource and AmeriResource transferred to Nexia 103,100 shares of
its Series F Preferred Stock to Nexia in February of 2009. The
transfer of the shares was handled as a private sale exempt from registration
under Rule 506 of Regulation D and the Securities Act of 1933.
The
Company filed on June 30, 2009 with the Securities and Exchange Commission a
letter formally withdrawing its Preliminary 14c Information Statement filed on
March 11, 2009 with the Securities and Exchange Commission.
Conversions
and the subsequent issuances of common stock, from debt, debentures or preferred
stock resulted in the issuance of 2,651,000,000 shares of AmeriResource common
stock subsequent to September 30, 2008 through July 8, 2009.
The total
number of issued and outstanding shares of common stock of AmeriResource
Technologies, Inc. as of July 9, 2009, is 9,496,274,433. Issuances
since September 30, 2008 have included shares issued pursuant to the company’s
S-8 Registration Statement and the conversion of debt and or preferred stock
into common stock.
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 9th day of
July 2009.
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AmeriResource Technologies,
Inc. |
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By:
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/s/ Delmar Janovec |
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Delmar Janovec, President |
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