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: November 29,
2008
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))
Item
1.01 Entry into a material definitive
agreement
On
November 29, 2008, AmeriResource Technologies, Inc., (“Company”), a Delaware
corporation, approved and entered into a Stock Exchange Agreement (“Agreement”)
with Midnight Holdings Group, Inc., (MHGI), a Delaware Corporation. Pursuant to
the Agreement the Company will be acquiring forty-one (41%) percent of the
MHGI’s issued and outstanding Convertible Preferred Series A Stock in exchange
for Two Hundred Fifty Thousand (250,000) shares of the Company’s Preferred
Series E Convertible Stock.
The
closing of the share exchange will occur within ten (10) days of the successful
completion of MHGI 1934 Exchange Act filings with the SEC including the filing
of the Form 10K for the fiscal year-ends December 31, 2007 and 2008, and all
quarterly filings on Form 10-Qs for the 2007, 2008 and though the closing in
2009. In accordance with the Agreement, AmeriResource will manage MHGI’s filings
and financial update process. Upon the Effective Closing Date, MHGI will become
an operating subsidiary of AmeriResource.
ITEM
9.01 Financial Statements and
Exhibits
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(d) Exhibits No.
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DESCRIPTION
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10.
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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.
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Dated
this 3rd
day of December, 2008.
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AmeriResource
Technologies, Inc.
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/s/
Delmar Janovec
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By:
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Delmar
Janovec, President
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