SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended September 30, 1999.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition Period From --------------- to ---------------.
COMMISSION FILE NUMBER: 0-20033
---------
AMERIRESOURCE TECHNOLOGIES, INC.
--------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
DELAWARE 84-1084784
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9319 Santa Fe Drive, Overland Park, Kansas 66212
------------------------------------------- ------
(Address if principle executive office) (Zip Code)
(913) 341-2738
--------------
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES XX NO
The number of outstanding shares of the issuer's common stock, $0.0001
par value (the only class OF VOTING STOCK), AS OF NOVEMBER 12, 1999 WAS .
<PAGE>
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS...................................................3
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS....................................4
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS......................................................8
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEED...............................8
ITEM 6. REPORTS ON FORM 8-K....................................................8
SIGNATURES.....................................................................9
INDEX TO EXHIBITS.............................................................10
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2
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PART I
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to AmeriResource
Technologies, Inc., a Delaware corporation, and its subsidiaries and
predecessors unless otherwise indicated. Consolidated, unaudited, condensed
interim financial statements including a balance sheet for the Company as of the
quarter ended September 30, 1999, statement of operations, statement of
shareholders equity and statement of cash flows for the interim period up to the
date of such balance sheet and the comparable period of the preceding year are
attached hereto as Pages F-1 through F-8 and are incorporated herein by this
reference.
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3
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INDEX TO FINANCIAL STATEMENTS PAGE
Unaudited Consolidated Condensed Balance Sheet, September 30, 1999...........F-2
Unaudited Consolidated Condensed Statement of Operations,
for the nine months ended September 30, 1999 and 1998......................F-4
Unaudited Consolidated Statement of Stockholders' Equity,
for the nine months ended September 30, 1999 and 1998......................F-5
Unaudited Consolidated Condensed Statement of Cash Flows,
for the nine months ended September 30, 1999 and 1998......................F-6
Notes to Unaudited Consolidated Condensed Financial Statements,
September 30, 1999........................................................F-8
F-1
<PAGE>
AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED BALANCE SHEETS
September 30,
1999
---------------
(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents (Note1) $ 2,482
------------
Receivables:
Trade 206,137
Notes receivable - related party 204,940
Notes receivable - other 35,000
Allowance for doubtful accounts (148,721)
------------
Net receivables 297,356
------------
Prepaid insurance and other current assets 1,650
Total current assets 301,488
------------
NET PROPERTY, PLANT AND EQUIPMENT 106,369
------------
Other Assets:
Organization costs (Net) (Note 1) 450
Publication rights (Net) (Note 1) 569,506
Marketable securities (Note 12) 573,893
------------
Total other assets 1,143,849
------------
TOTAL ASSETS $ 1,551,706
==============
See notes to financial statements.
F-2
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AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED BALANCE SHEETS (CONTINUED)
September 30,
1999
------------
(unaudited)
LIABILITIES AND STOCK HOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable:
Trade $ 346,366
Related party (Note 2) 15,586
Current portion of long-term debt:
Related party 609,067
Other 85,460
Accrued payroll and related expenses 189,967
Accrued interest:
Related party (Note 2) 97,476
Other 51,199
Escrow fees 8,075
Income tax payable 35,960
------------
Total current liabilities 1,439,156
LONG-TERM DEBT
Notes payable 912,545
Convertible debentures 3,350,000
Commitments and contingencies 105,000
------------
Total liabilities 5,806,701
------------
STOCKHOLDERS' EQUITY
Preferred stock ($.001 par value; 5,000,000
shares authorized; 3,089,621 shares
issued and outstanding) 3,090
Common stock ($.0001 par value 1,000,000,000
shares authorized; 492,060,312 shares
issued and outstanding) 49,206
Additional paid in capital 8,544,468
Accumulated deficit (12,851,759)
------------
Total stockholders' equity (deficit) (4,254,995)
------------
TOTAL LIABILITIES AND EQUITY $ 1,551,706
============
See notes to financial statements.
F-3
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<TABLE>
<CAPTION>
AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Net service income $ 86,314 $ 21,365 $ 131,572 $ 21,365
Operating expenses - - (1,233) (50,573)
General and administrative
expenses (148,189) (474,849) (423,842) (497,867)
---------------- --------------- -------------- --------------
Operating gain (loss) (61,875) (453,484) (293,503) (527,075)
---------------- --------------- -------------- --------------
OTHER INCOME (EXPENSE):
Loss on sale of subsidiaries (483,506) (3,769) (523,456) (3,769)
Other comprehensive income - 230,000
Gain on extinguishment of 995,093 995,093
debt
Interest expense (272) (128) (709) (128)
---------------- --------------- -------------- --------------
Total other income (expense) 511,315 (3,897) 700,928 (3,897)
Net profit loss before income tax 449,440 (457,381) 407,425 (530,972)
Income tax provision - - - -
---------------- --------------- -------------- --------------
NET LOSS $ 449,440 $ (457,381) $ 407,425 $ (530,972)
================ =============== ============== ==============
EARNING PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 458,060,312 271,533,703 458,060,312 271,533,703
================ =============== ============== ==============
</TABLE>
See notes to financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
FOR NINE MONTHS ENDED SEPTEMBER 30, 1999
$.0001 Par Value $.001 Par Value
Common Stock Preferred Stock
Additional Stock
Number of Number of Paid-In Subscription Treasury Accumulated
Shares Amount Shares Amount Capital Receivable Stock Deficit Total
------ ------ ------ ------ ------- ---------- ----- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December
31, 1997 164,213,803 $ 16,420 3,089,621 $ 3,090 $6,347,654 $ - $ (5,625) $(9,600,861) $(3,239,022)
Issuance of Shares for:
S-8 options exercised 33,000,000 330 (3,300) -
Subscriptions
receivable 41,000,000 4,100 460,900 (465,000) -
Consulting services 62,535,978 6,254 676,151 682,406
Debt 1,958,281 196 137,304 137,500
Accrued salaries 11,275,327 1,128 42,373 43,501
Stock 23,076,923 2,308 255,586 257,893
Acquisition of FAMC 45,000,000 4,500 4,500
Acquired from FAMC (71,261) (71,261)
Reduction in subscription
receivable 465,000 465,000
Consideration for
guarantee 20,000,000 2,000 18,000 20,000
Net loss for the Year
ended December 31, 1998 (4,127,934) (4,127,934)
------------ ------- --------- -------- --------- --------- ---------- ------------ -----------
Balance at December
31, 1998 402,060,312 40,206 3,089,621 3,090 7,934,968 - (76,886) (13,728,795) (5,827,417)
Issuance of Shares for:
Consulting Services 50,000,000 5,000 393,500 398,500
Legal Services 40,000,000 4,000 216,000 220,000
Sale of Treasury stock 76,886 76,886
Adjustment due to Sale
of Subsidiaries 469,611 454,614
Net gain for the
nine months ended
September 30, 1999 407,425 407,425
----------- ------- --------- -------- --------- --------- --------- ------------ ------------
Balance at September 30,
1999 492,060,312 $ 49,206 3,089,621 $ 3,090 $8,544,468 $ - $ - $(12,851,759) $(4,254,995)
=========== ======== ========= ======== ========= ========= ========= ============= ============
</TABLE>
See notes to financial statements.
F-5
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<TABLE>
<CAPTION>
AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1999
Nine months Ended
September 30
1999 1998
----------- -----------
<S> <C> <C>
RECONCILIATION OF NET LOSS PROVIDED BY (USED
IN) OPERATING ACTIVITIES:
Net gain $ 407,425 $ (530,972)
Depreciation and amortization 8,600 27,408
Non- Cash items:
Non-cash services through issuance of stock 618,500
(Gain)/Loss on sale of subsidiary 523,456
Other comprehensive income (230,000)
(Gain)/Loss on forgiveness of debt (995,093)
Changes in assets affecting operations - (increase) decrease
Accounts receivable 553,267 53,166
Other receivables 118,250
Prepaid insurance and other expenses (1,650) 95
Changes on liabilities affecting operations - increase (decrease)
Accounts payable (327,290) 17,759
Accrued payroll and related expenses (497,460) (206,591)
Accrued interest (176,110) (9,237)
Escrowed fees (3,851) -
Other current liabilities 64,243 -
------------ -----------
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES $ 65,287 $ (648,372)
============ ===========
</TABLE>
See notes to financial statements.
F-6
<PAGE>
AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 and 1998
Nine months Ended
September 30
1999 1998
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock $ - $ 663,775
Proceeds from issuance of debt - 217,171
Repayment of debt (120,946)
----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES (120,946) 880,946
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
Purchase of treasury stock - (231,000)
Purchase of fixed assets (64,011)
Proceeds from sale of subsidiaries -
----------- -------------
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES 21,989 (231,000)
----------- -------------
INCREASE (DECREASE) IN CASH (33,670) 1,574
CASH - AT BEGINNING OF PERIOD 36,152 188
----------- -------------
CASH - AT END OF PERIOD $ 2,482 $ 1,762
=========== =============
See notes to financial statements.
F-7
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AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1999
1 Summary of Significant Accounting Policies
The accompanying financial statements have been prepared in accordance
with the instructions of Form 10QSB and do not include all of the
information and footnotes required by Generally Accepted Accounting
Principles for complete accounting statements. In the opinion of
management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been
included.
2. Corporations Included in the Consolidated Financial Statements
NAME LOCATION
------------------------------------ ---------------
First Americans Mortgage Corporation Overland Park, Kansas
The Travel Agent's Hotel Guide, Inc. Overland Park, Kansas
First Plains Construction, Inc. Overland Park, Kansas
Tomahawk Construction Company, Inc. Overland Park, Kansas
3. Loss on Sale of 50% Interest in The Travel Agent's Hotel Guide, Inc.
("TAHG")
The Company sold a 50% interest in TAHG for 400,000 shares of
restricted common stock of SRUN which the Company valued at $86,000 a
significant discount because of the illiquidity of the SRUN shares and
SRUN current financial position. The Company subsequently bought back a
1% interest to maintain a 51% interest. The net result of this
transaction is a loss of $483,506.
4. Gain on Debt Settlement
The Company recorded a gain of $995,093. As a result of settling
$1,071,214, plus accrued interest, in debt with Industrial State Bank
for $200,000 in cash and 2,760,000 shares of the Company's common
stock held by the Company's president.
5. Basis of Presentation and Principles of Consolidation
The consolidated financial statements include the combined accounts of
AmeriResource Technologies, Inc., and the accounts of all subsidiaries.
All material inter company transactions have been eliminated in
consolidation.
6. Additional footnotes included by reference
Except as indicated in Notes above, there have been no other material
changes in the information disclosed in the notes to the financial
statements included in the Company's Annual Report on Form 10KSB for
the year ended December 31, 1998. Therefore, those footnotes are
included herein by reference.
F-8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
The information herein contains certain forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that all
forward looking statements involve risks and uncertainty, including, without
limitation, the ability of the Company to continue its expansion strategy,
changes in costs of labor, changes in the cost of construction materials,
fluctuations in interest rates, labor and employee benefits, as well as general
market conditions, competition, and pricing. Although the Company believes that
the assumptions underlying the forward looking statements contained herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance that the forward looking statements included in the Form 10QSB
will prove to be accurate. In view of the significant uncertainties inherent in
the forward looking statements included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives and plans of the Company will be achieved
GENERAL
The Company's operations for the third quarter consisted of bidding for
construction projects, developing a new mortgage program to be utilized in major
cities with the Indian Centers that target Urban Native Americans which are not
being serviced at this time, searching for companies to be acquired that are in
the mortgage business, and formulating a plan of operation or sale for The
Travel Agent's Hotel Guide, Inc. ("TAHG").
FIRST AMERICANS MORTGAGE CORPORATION
The Company's operations during the third quarter of 1999 were conducted through
First Americans Mortgage Corporation ("FAMC"), which was acquired as a
wholly-owned subsidiary on August 6, 1998. The Company's plans to increase its
revenues by servicing loans through FAMC continued to move forward during the
third quarter of operations in 1999.
In July of 1999, FAMC finalized $55 million in loan commitments from four Native
American Nations ("Nations"). The Nations and commitments are as follows: (1)
Chicksaw Nation, $ 1 0,000,000; (2) Chotaw Nation of Oklahoma, $30,000,000; (3)
Citizens Potawatomi Nation, $5,000,000 and (4) Cherokee Nation, $ 1 0,000,000.
Each Nation has entered into a risk share agreement with PMI Mortgage Insurance
Company. The Nations will share the risk of foreclosure in partnership with PMI.
FAMC is the exclusive originator for the $55 million. In addition, the Company
has expanded the geographic locations in which it will provide loans to Native
Americans to a total of 8 states including: Oklahoma, Arkansas, Texas, New
Mexico, California, Oregon and Washington. FAMC believes it can originate
approximately 900 loans which will generate estimated fees of $1,385,000 in
gross revenues from the $55 million in loan commitments over the next 12 to 16
months.
The Company continues to work towards achieving its long-term plan of creating a
fully integrated company possessing all the necessary resources to provide
housing for Native Americans throughout the United States which include
constructing homes for Native Americans through a construction subsidiary while
also providing financing through FAMC. Accordingly, the Company's efforts to
find an operating construction company that may be interested in being acquired
by the Company continued during the third quarter of 1999.
4
<PAGE>
However, FAMC made substantial progress in its effort to implement a specialized
mortgage program which targets Native American Nations ("Nations"). Under this
program, Native Americans can purchase a home with less than 1% down at closing.
FAMC has already increased its staff from 2 to 8 people since the Company
acquired FAMC. FAMC intends to further increase its staff to approximately 12 by
the end of 1999 to process the additional loans.
The specialized program FAMC designed is now being utilized with five of the
largest Nations in the State of Oklahoma, which should provide mortgages for
over 500 families in 1999. FAMC continued to review and develop relationships
with other Nations to implement these programs on a national level.
FAMC also continued to search for other mortgage companies to acquire.
Specifically, FAMC continued to search for small mortgage companies that provide
services via the Internet. FAMC believes that this will improve its ability to
tap into the Native American markets, which are largely underdeveloped.
During the quarter FAMC formed a subsidiary named, First Plains Construction,
Inc. (FPC), for the purpose of seeking out potential construction jobs which
would supplement FAMC's loan programs. FPC is currently looking for potential
partners. FPC currently has no operations.
FAMC continues to make improvements to its website that it launched in June to
originate loans. The website will allow FAMC to originate mortgages over the
Internet. The FAMC website is available to both on and off reservation Native
American home buyers for pre-qualifying or making a home loan application. The
site can be accessed at www.nativeamericanlender.com. FAMC continued to receive
a significant amount of visitors during the third quarter of 1999.
The Company has plans to improve the site which will include a completely
operational system that will have video conferencing, allowing the loan
processor to view the applicant at the same time the applicant views the loan
processor. The Company anticipates that the video conferencing feature will be
operational by the year 2000.
TOMAHAWK CONSTRUCTION
Tomahawk continued to bid for work in the construction management field during
the third quarter of 1999, but obtained no new projects. Tomahawk's likelihood
for success in obtaining new construction contracts jobs will remain low until a
construction partner or a substantial amount of capital is obtained that would
allow Tomahawk to gain bonding capacity. For more information on Tomahawk, see
"Item I Description of Business" in the Company's Form 10KSB for December 31,
1998. Consequently, management is currently planning to explore opportunities to
combine Tomahawk with a more profitable company through merger or acquisition.
The Company continues to search for a construction company that is interested in
being acquired. Such an acquisition would help fulfill the Company's long-term
plan of becoming a full service housing resource that provides construction and
mortgage services to Native American communities across the United States.
5
<PAGE>
THE TRAVEL AGENT'S HOTEL GUIDE, INC.
The Company acquired a 100% interest in the Travel Agent's Hotel Guide, Inc.
("TAHG") for the purpose of reselling TAHG's sole asset The Travel Agents Hotel
Guide (the "Guide"). The Guide is a publication that lists over 10,000 hotels in
North America. TAHG charges for advertising space in the Guide which
historically has been published and distributed twice year. Unfortunately, the
Guide has been out of publication for several years.
On August 23, 1999, the Company sold a 50% interest in TAHG to Staruni
Corporation ("SRUN") for 400,000 shares of common stock of SRUN. SRUN has
guaranteed the value of the SRUN stock for one year. However, if the SRUN stock
prices reaches $4.00 and remains at that price for 10 days the price guarantee
extinguishes. Nonetheless, the Company is only booking the SRUN stock at
$86,000. The Company valued the stock on its books at 50% of the bid price at
September 30, 1999. The Company discounted the value of the SRUN common stock
based upon the financial statements of SRUN and its current market price. The
result of this transaction was a loss of $483,506. The Company hopes that SRUN's
experience as an Internet company will aid in placing the Guide on the world
wide web.
RESULTS OF OPERATIONS
The Company's recorded net gains of $449.440 and $700,928 the three and nine
months ended September 30, 1999 compared to net losses of $457,381 and $530,972
for the same period in 1998. The Company's net gain for the three and nine
months ended September 30, 1999, was the result of the settlement of $1,071,214
worth of debt for $200,000 in cash and approximately 2,760,000 shares of its
common stock.
Net service income for the three and nine months ended September 30, 1999, was
$86,314 and $131,572 as compared to $21,365 and $21,365 for the same periods in
1998. The Company conducted no operations during the nine months ended September
30, 1998. All revenues in 1999 are attributable to service income generated by
FAMC.
Operating expenses increased from $148,189 and $423,842 for the three and nine
months ended September 30, 1998 compared to $0 and $50,573 for the comparable
periods in 1999 as a result of FAMC's operations.
General and administrative expenses were $148,189 and $423,842 for the three and
nine months ended September 30, 1999, as compared to $474,849 and $497,867 for
the comparable periods.
LIQUIDITY AND CAPITAL RESOURCES
The Company and its subsidiaries continue to have very restricted liquidity. The
Company has experienced severe financial difficulty as a result of Bankruptcy
proceedings involving its subsidiary Tomahawk. Although Tomahawk emerged from
Bankruptcy in August of 1995, Tomahawk's ability to obtain construction projects
has been severely limited as a result of those proceedings.
FAMC began to generate revenues in 1999. The Company believes that this new
revenue stream will continue to make a positive impact in the liquidity during
the year of 1999 and into the future.
6
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Until FAMC, TAHG, and Tomahawk begin generating sufficient revenues to cover the
expenses of the Company, the Company will continue to use its equity and the
resources of its CEO, Delmar Janovec to finance its operations. Mr. Janovec has
advanced $297,544 to date as a loan to support the Company's limited operations
and has continued to work without pay since October 1, 1996. However, there is
no guarantee that Mr. Janovec will continue such support. The Company will also
need to increase its authorized shares of common stock in order to continue
using its equity as a means to finance its operations.
At September 30, 1999, the Company has current assets of $301,488 and total
assets of $1,143,849 as compared to $441,809 and $1,397,353, respectively, at
December 31, 1998. At September 30, 1999, the Company's working capital deficit
was approximately $295,307 compared to a deficit of $3,083,684 at September 30,
1998. The Company's improved working capital position was a result of the
Company's decision to sell its inoperable subsidiaries during the second quarter
in 1999 and the settlement of significant amount of liabilities in the third
quarter of 1999 which significantly reduced the Company's current liabilities.
The Company's net stockholders' deficit increased to $4,254,995 at September 30,
1999 from to $3,083,684 at September 30, 1998. The Company's deficit increased
primarily as a result of acquiring TAHG at a substantial loss. The Company's
efforts to reduce the deficit include satisfying the debenture for securities in
its subsidiary company or renegotiation the purchase price..
YEAR 2000 COMPLIANCE
The Year 2000 presents potential concerns for businesses throughout the world.
The consequences of this issue may include systems failures and business process
interruptions. It may also include additional business and competitive
differentiation. Aside from the well-known calculation problems with the use of
2-digit date formats as the year changes from 99 to 00, the year 2000 is a
special case leap year, and in many organizations using older technology,
2-digit dates may have been used for special programmatic functions.
To respond to the Year 2000 issue, the Company hired an outside computer
consultant in October of 1998 who completed a review of the Company's existing
systems and upgraded approximately 100% of its existing system with hardware and
software that purports to be Year 2000 compliant.
The cost associated with updating the Company's computer systems has not had a
material impact on the financial condition of the Company.
All organizations dealing with the Year 2000 issue must address the effect this
issue will have on their clients, associates, and third-party supply chain.
Although the Company currently has limited information concerning the Year 2000
compliance status of its clients, associates, and suppliers, the Company is
undertaking steps to identify key third parties and formulate a system for
working with them to understand their ability to continue providing services (or
buying the Company's) through the Year 2000 change. The impact of the Year 2000
issue on future Company revenue is hard to discern but is a risk to be
considered in evaluating the further growth of the Company.
7
<PAGE>
PART II- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
INDUSTRIAL STATE BANK V. AMERIRESOURCE TECHNOLOGIES, INC., case No.98-C-14923.
On July 9, 1999, the Company settled this case. The Company, Delmar and Marilyn
Janovec agreed to pay $200,000 plus 2,760,000 share of the Company's common
stock in exchange for the forgiveness of $1,071,214, plus accrued interest,
worth of debt owed by the Company. The first cash payment of $100,000 was paid
on July 16, 1999 and the second payment was due on August 30, 1999. The note was
extended to December 15, 1999 for an additional payment of $20,000. Mr. Janovec
transferred 2,760,000 shares of the Company's stock which he owned to the
Industrial State Bank. The Company intends to reimburse Mr. Janovec upon
increasing its authorized shares. Mr. Janovec has not been reimbursed for the
shares that he advanced on the Company's behalf. The Company made additional
payments of $40,000 during the third quarter and was granted an extension until
December 15, 1999, to pay the remain $60,000.
For more information on the Company' s legal proceedings, please see "Part I-
Item 3 Legal Proceedings" in the Company's Form 10KSB for the year ended
December 31, 1998.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The Company issued 27,000,000 shares of its common stock pursuant to section
4(2) of the Securities Act of 1933 to Kelly's Coffee Group, Inc. in exchange for
$100,000 in an isolated transaction not involving a public offering.
ITEM 6. REPORTS ON FORM 8-K
No reports were filed on Form 8-K during the quarter.
8
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Quarterly Report on
Form 10-QSB to be executed on its behalf by the undersigned, hereunto duly
authorized.
AMERIRESOURCE TECHNOLOGIES, INC.
/S/ DELMAR JANOVEC
Delmar Janovec
Chairman of the Board of Directors
and Chief Executive Officer
9
<PAGE>
INDEX TO EXHIBITS
Exhibits marked with an asterisk have been filed previously with the
Commission and are incorporated herein by reference.
EXHIBIT PAGE DESCRIPTION
NO. NO.
3.1 * Articles of Incorporation and Bylaws.
(Incorporated by reference to the Company's
Form S-4 registration statements, effective
February II, 1 992.
File No. 33-44104.
10.1 * Settlement Agreement between the Company, Delmar and Marilyn
Janovec and Industrial State Bank dated July 1999. ( Incorp-
orated by reference to the Company's Form 10QSB for the
quarter ended June 30, 1999 as Exhibit 10.2.)
10.2 11 Stock Purchase Agreement between the Company and Kelly's
Coffee Group, Inc. dated July 15, 1999, for the purchase of
27,000,000 shares of the Company's common stock for $100,000
10.3 17 Stock Purchase Agreement between Staruni Corporation and the
Company dated August 23, 1999, for the purchase of a 50%
interest in Travel Agent's Hotel Guide, Inc. for 400,000
shares of Staruni's common stock.
27 31 Financial Data Schedule for the 9 month period ending
September 30, 1999.
10
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("AGREEMENT") IS ENTERED INTO THIS 15TH
day of July, 1999 by and between Kelly's Coffee Group, Inc., ("Kelly's") a
corporation with principal offices located at 268 West 400 South, Suite 300,
Salt Lake City, Utah 84101 and AmeriResource Technologies, Inc.
("AmeriResource") a Delaware corporation with principal offices located at 9319
Santa Fe Drive, Overland Park, Kansas 66212.
WHEREAS, Kelly's desires to acquire from AmeriResource approximately
Twenty Seven Million (27,000,000) restricted shares of the common stock of
AmeriResource, in exchange for One Hundred Thousand dollars ($100,000).
NOW, THEREFORE with the above being incorporated into and made a part
hereof for the mutual consideration set out herein and, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. EXCHANGE. Kelly's will, acquire from AmeriResource, Twenty Seven Million
(27,000,000) restricted shares of the common stock of AmeriResource, in an
exchange wherein AmeriResource shall receive One Hundred Thousand dollars
($100,000).
2. EXCHANGE OF SHARES. On or before the closing date, set herein to be July 16,
1999, the above-mentioned cash is to be delivered to AmeriResource, the shares
are to be delivered on or before September 15, 1999.
3. TERMINATION. This Agreement may be terminated at any time prior to the
Closing Date:
A. BY KELLY'S OR AMERIRESOURCE:
(1) If there shall be any actual or threatened action or
proceeding by or before any court or any other governmental
body which shall seek to restrain, prohibit, or invalidate the
transactions contemplated by this Agreement and which, in
judgement of such Board of Directors made in good faith and
based upon the advice of legal counsel, makes it inadvisable
to proceed with the transactions contemplated by this
Agreement; or
(2) If the Closing shall have not occurred prior to July 16,
1999, or such later date as shall have been approved by
parties hereto, other than for reasons set forth herein.
B. BY AMERIRESOURCE:
(1) If Kelly's shall fail to comply in any material respect
with any of its or their covenants or agreements contained in
this Agreement or if any of the representation or warranties
of Kelly's contained herein shall be inaccurate in any
material respect; or
C. BY KELLY'S:
(1) If AmeriResource shall fail to comply in any material
respect with any of its covenants or agreements contained in
this Agreement of if any of the representation or warranties
of AmeriResource contained herein shall be inaccurate in any
material respect;
In the event this Agreement is terminated pursuant to this Paragraph,
this Agreement shall be of no further force or effect, no obligation, right, or
liability shall arise hereunder, and each party shall bear its own costs as well
as the legal, accounting, printing, and other costs incurred in connection with
negotiation, preparation and execution of the Agreement and the transactions
herein contemplated.
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4. REPRESENTATIONS AND WARRANTIES OF AMERIRESOURCE. AmeriResource hereby
represents and warrants that effective this date and the Closing Date, the
following representations are true and correct:
A. CORPORATE AUTHORITY. AmeriResource has the full corporate
power and authority to enter this Agreement and to carry out
the transactions contemplated by this Agreement. The Board of
Directors of AmeriResource has duly authorized the execution,
delivery and performance of this Agreement.
B. FINANCIAL STATEMENTS. The latest 10-Q report ("AmeriResource
Financials") has been given to Kelly's prior to closing.
C. NO CONFLICT WITH OTHER INSTRUMENTS. The execution of this
Agreement will not violate or breach any document, instrument,
agreement, contract, or commitment material to the business of
AmeriResource to which AmeriResource is a party and has been
duly authorized by all appropriated and necessary action.
D. INFORMATION. The information concerning AmeriResource as set
forth in this Agreement and in the AmeriResource Financials is
complete and accurate in all material respects and does not
contain any untrue statement of a material fact or omit to
state a material fact required to make the statements made in
light of the circumstances under which they were made not
misleading.
E. DELIVERANCE OF SHARES. As of the Closing Date, the
AmeriResource Shares to be delivered to Kelly's will be
restricted and constitute valid and legally issued shares of
AmeriResource, fully paid and non-assessable and equivalent in
all respects to all other issued and outstanding shares of
AmeriResource restricted stock.
F. INFORMATION. The information concerning AmeriResource and set
forth in this Agreement, is complete and accurate in all
material respects and does not contain any untrue statement of
a material fact or omit to state a material fact required to
make the statements made, in light of the circumstances under
which they were made, not misleading.
5. REPRESENTATIONS AND WARRANTIES OF KELLY'S.
Kelly's hereby represents and warrants that, effective this date and
the Closing Date, the representations and warranties listed below are true and
correct.
A. CORPORATE AUTHORITY. Kelly's has the full corporate power and
authority to enter this Agreement and to carry out the
transactions contemplated by this Agreement. The Board of
Directors of Kelly's has duly authorized the execution,
delivery, and performance of this Agreement.
B. NO CONFLICT WITH OTHER INSTRUMENTS. The execution of this
Agreement will not violate or breach any document, instrument,
agreement, contract, or commitment material to the business of
Kelly's to which Kelly's is a party and has been duly
authorized by all appropriated and necessary action.
C. INFORMATION. The information concerning Kelly's as set forth
in this Agreement and in the Kelly's Financials is complete
and accurate in all material respects and does not contain any
untrue statement of a material fact or omit to state a
material fact required to make the statements made in light of
the circumstances under which they were made not misleading.
D. NO CONFLICT WITH OTHER INSTRUMENT. The execution of this
agreement will not violate or breach any document, instrument,
agreement, contract or commitment material to Kelly's.
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E. INFORMATION. The information concerning Kelly's and set forth
in this Agreement, is complete and accurate in all material
respects and does not contain any untrue statement of a
material fact or omit to state a material fact required to
make the statements made, in light of the circumstances under
which they were made, not misleading.
F. RESTRICTED SHARES. The shares of AmeriResource common stock
which are being acquired for Kelly's own account and for
investment and not with a view to the public resale or
distribution thereof. Kelly's will not sell, transfer or
otherwise dispose of the AmeriResource Shares except in
compliance with the Securities Act of 1933, as amended (the
"Act"), and is aware the AmeriResource Shares are "restricted
securities" as that term is defined in Rule 144 of the General
Rules and Regulations under the Act ("Rule 144")
Kelly's acknowledges and understands that the Shares are
unregistered in reliance of Section 4(2) of the Act and must
be held indefinitely unless they are subsequently registered
under the Act or an exemption from such registration is
available.
Kelly's is fully aware of the applicable limitation on the
resale of the Kelly's Shares. These restrictions for the most
part are set forth in Rule 144. Rule 144 permits sales of
"restricted securities" upon compliance with the requirements
of such rule. If Rule 144 is available to Kelly's, Kelly's may
make only routine sales of securities in limited amounts, in
accordance with the terms and conditions of that Rule.
6. CLOSING. The Closing as herein referred to shall occur upon
such date as the parties hereto may mutually agree upon, but
is expected to be on or before July 16, 1999.
At closing Kelly shall deliver One Hundred Thousand dollars ($100,000)
to AmeriResource and AmeriResource shall deliver the AmeriResource Shares to
Kelly's not later than September 15, 1999.
7. CONDITIONS PRECEDENT OF AMERIRESOURCE TO EFFECT CLOSING. All obligations of
AmeriResource under this Agreement are subject to fulfillment prior to or as of
the Closing Date, of each of the following conditions:
A. The representations and warranties by or on behalf of Kelly's
contained in this Agreement or in any certificate or documents
delivered to AmeriResource pursuant to the provisions hereof shall be
true in all material respects at end as of the time of Closing as
though such representations and warranties were made at and as of such
time.
B. Kelly's shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be performed or
complied with by it prior to or at the Closing.
C. All instruments and documents delivered to AmeriResource pursuant to
the provisions hereof shall be reasonably satisfactory to
AmeriResource' legal counsel.
8. CONDITIONS PRECEDENT OF KELLY'S TO EFFECT CLOSING. All obligations of Kelly's
under this Agreement are subject to fulfillment prior to or as of the date of
Closing, of each of the following conditions:
A. The representations and warranties by or on behalf of AmeriResource
contained in this Agreement or in any certificate or documents
delivered to Kelly's pursuant to the provisions hereof shall be true in
all material respects at end as of the time of Closing as though such
representations and warranties were made at and as of such time.
B. AmeriResource shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be performed or
complied with by it prior to or at the Closing.
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C. All instruments and documents delivered to Kelly's pursuant to the
provisions hereof shall be reasonably satisfactory to Kelly's legal
counsel.
9. DAMAGES AND LIMIT OF LIABILITY. Each party shall be liable, for any material
breach of the representations, warranties, and covenants contained herein which
results in a failure to perform any obligation under this Agreement, only to the
extent of the expenses incurred in connection with such breach or failure to
perform Agreement.
10. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations,
warranties and covenants made by any party in this Agreement shall survive the
Closing hereunder. All of the parties hereto are executing and carrying out the
provisions of this Agreement in reliance solely on the representations,
warranties and covenants and agreements contained in this Agreement or at the
Closing of the transactions herein provided for and not upon any investigation
upon which it might have made or any representations, warranty, agreement,
promise, or information, written or oral, made by the other party or any other
person other than as specifically set forth herein.
11. INDEMNIFICATION PROCEDURES. If any claim is made by a party which would give
rise to a right of indemnification under this paragraph, the party seeking
indemnification (Indemnified Party) will promptly cause notice thereof to be
delivered to the party from whom is sought (Indemnifying Party). The Indemnified
Party will permit the Indemnifying Party to assume the defense of any such claim
or any litigation resulting from the claims. Counsel for the Indemnifying Party
which will conduct the defense must be approved by the Indemnified Party (whose
approval will not be unreasonable withheld), and the Indemnified Party may
participate in such defense at the expense of the Indemnified Party. The
indemnifying Party will not in the defense of any such claim or litigation,
consent to entry of any judgement or enter into any settlement without the
written consent of the Indemnified Party (which consent will not be unreasonably
withheld). The Indemnified Party will not, in connection with any such claim or
litigation, consent to entry of any judgement or enter into any settlement
without the written consent of the Indemnifying Party (which consent will not be
unreasonable withheld). The Indemnified Party will cooperate fully with the
Indemnifying Party and make available to the Indemnifying Party all pertinent
information under its control relating to any such claim or litigation. If the
Indemnifying Party refuses or fails to conduct the defense as required in this
Section, then the Indemnified Party may conduct such defense at the expense of
the Indemnifying Party and the approval of the Indemnifying Party will not be
required for any settlement or consent or entry of judgement.
12. DEFAULT AT CLOSING. Notwithstanding the provisions hereof, if AmeriResource
shall fail or refuse to deliver any of the AmeriResource Shares, or shall fail
or refuse to consummate the transaction described in this Agreement prior to the
Closing Date, such failure or refusal shall constitute a default by
AmeriResource and Kelly's at its option and without prejudice to its rights
against such defaulting party, may either (a) invoke any equitable remedies to
enforce performance hereunder including, without limitation, an action or suit
for specific performance, or (b) terminate all of its obligations hereunder with
respect to AmeriResource.
13. COSTS AND EXPENSES. AmeriResource and Kelly's shall bear their own costs and
expenses in the proposed exchange and transfer described in this Agreement.
AmeriResource and Kelly's have been represented by their own attorney in this
transaction, and shall pay the fees of its attorney, except as may be expressly
set forth herein to the contrary.
14. NOTICES. Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage prepaid,
addressed as follows:
To Kelly's:
Kelly's Coffee Group, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
To AmeriResource:
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AmeriResource Technologies, Inc.
9319 Santa Fe Drive
Overland Park, Kansas 66212
15. MISCELLANEOUS.
A. FURTHER ASSURANCES. At any time and from time to time, after the
effective date, each party will execute such additional instruments and
take such as may be reasonably requested by the other party to confirm
or perfect title to any property transferred hereunder or otherwise to
carry out the intent and purposes of this Agreement.
B. WAIVER. Any failure on the part of any party hereto to comply with
any of its obligations, agreements, or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.
C. BROKERS. Neither party has employed any brokers or finders with
regard to this Agreement no disclosed herein.
D. HEADINGS. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
E. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
F. GOVERNING LAW. This Agreement was negotiated and is being contracted
for in the State of Utah, and shall be governed by the laws of the
State of Utah, notwithstanding any conflict-of-law provision to the
contrary. Any suit, action or legal proceeding arising from or related
to this Agreement shall be submitted for binding arbitration resolution
to the American Arbitration Association, in Salt Lake City, Utah,
pursuant to their Rules of Procedure or any other mutually agreed upon
arbitrator. The parties agree to abide by decisions rendered as final
and binding, and each party irrevocably and unconditionally consents to
the jurisdiction of such Courts in such suit, action or legal
proceeding and waives any objection to the laying of venue in, or the
jurisdiction of, said Courts.
G. BINDING EFFECT. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties their respective heirs,
administrators, executors, successors, and assigns.
H. ENTIRE AGREEMENT. The Agreement contains the entire agreement
between the parties hereto and supersedes any and all prior agreements,
arrangements or understandings between the parties relating to the
subject matter hereof. No oral understandings, statements, promises or
inducements contrary to the terms of this Agreement exist. No
representations, warranties covenants, or conditions express or
implied, other than is set forth here, have been made by any party.
I. SEVERABILITY. If any part of this Agreement is deemed to be unen-
forceable, the balance of the Agreement shall remain in full force and
effect.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
Kelly's Coffee Group, Inc.
BY: /S/ RICHARD SURBER
ITS: PRESIDENT
AmeriResource Technologies, Inc.
BY: /S/ DELMAR JANOVEC
ITS: CEO
16
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("AGREEMENT") IS EFFECTIVE AS OF AUGUST
1, 1999, BETWEEN STARUNI CORPORATION., a California corporation ("Staruni"),
with an address of 8501 Wilshire Boulevard., Suite 320, BEVERLY HILLS,
CALIFORNIA 90211 AND AMERIRESOURCES TECHNOLOGIES, INC., a Delaware corporation
("AmeriResources"), with an address of 8815 East Long Street Lenexas, Kansas
66215.
WHEREAS, AmeriResources is the owner of all of the issued and
outstanding shares of common stock of The Travel Agents Hotel Guide, Inc., a
Nevada corporation (the "Corporation");
WHEREAS, the Corporation owns the rights to a publication known as the
Travel Agents Hotel Guide; and
WHEREAS, Staruni wishes to acquire Fifty percent (50%) of all of the
issued and outstanding shares of common stock of the Corporation (the "Shares").
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto, severally and
jointly, have agreed, and do hereby agree, subject to the terms and conditions
hereinafter set forth as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
1.01 PURCHASE AND SALE. Subject to the terms and conditions of this
Agreement, and in reliance on the representations and warranties contained
herein, at Closing, AmeriResources shall sell, transfer and deliver the Shares
to Staruni, free and clear of all liens, pledges, charges or other encumbrances.
Certificates evidencing the Shares shall be either duly endorsed or accompanied
by stock powers.
1.02 PURCHASE PRICE. In consideration of the purchase of the Shares,
Staruni shall issue to AmeriResources, at Closing, 500,000 shares of Staruni
Common Stock with a market value of $2,000,000 and 837,500 shares of Staruni
Common Stock to Global DataTel, Inc. with a market value of $3,350,000 in
exchange for which Global DataTel, Inc. has agreed to surrender the
AmeriResources Debenture in the face amount of $3,350,000 hold by Global
DataTel, Inc.(the "Staruni Stock"). In the event that at Closing the market
value of the Staruni shares is less than $4.00 per share additional shares shall
be issued to meet the market values stated within this paragraph. Staruni
further agrees to be the responsible party for creating a web page and presence
for the Corporation on the Internet.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF AMERIRESOURCES
AmeriResources represents and warrants to Staruni, to the best of its
knowledge, knowing and intending that Staruni will rely on these representations
and warranties in entering into this Agreement, as follows:
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2.01 CORPORATE AUTHORITY.
(a) AmeriResources has the corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by the Board of
Directors of AmeriResources, and no other corporate proceedings on the part of
AmeriResources are necessary to authorize this Agreement and the transactions
contemplated hereby.
(b) The Corporation is a wholly owned by AmeriResources.
2.02 NO CONFLICT OR DEFAULT. Neither the execution and delivery of this
Agreement, nor compliance with the terms and provisions hereof, including
without limitation the consummation of the transactions contemplated hereby,
will violate any statute, regulation or ordinance of any governmental authority,
or conflict with or result in the breach of any term condition or provisions of
the Articles of Incorporation or By-laws of AmeriResources, or of any agreement,
deed, contract, mortgage, indenture, writ, order decree, legal obligation or
instrument to which AmeriResources is a party or by which it or any of its
respective assets or properties are or may be bound: or constitute a default (or
an event which, with the lapse of time or the giving of notice, or both, would
constitute a default) thereunder, or result in the creation or imposition of any
lien, charge or encumbrance, or restriction of any nature whatsoever with
respect to any properties or assets of AmeriResources, or give to others any
interest or rights, including rights of termination, acceleration or
cancellation in or with respect to any of the properties, assets, contracts, or
business of AmeriResources.
2.03 DUE ORGANIZATION; POWER; QUALIFICATION; ETC. OF CORPORATION
(a) The Corporation is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada and has the
corporate power to own its property and to carry on its business as now and
where now conducted; is duly qualified or licensed as a foreign corporation and
is in good standing in all jurisdictions in which the nature of its business or
the property owned, leased or operated by it makes such qualification or
licensing necessary.
(b) The Corporation has no subsidiaries.
(c) The copies of the Articles (or Certificates) of
Incorporation of the Corporation certified by the Secretary of State of domicile
and of the By-Laws (or Codes of Regulations) of the Corporation, certified by
its corporate Secretary, and the minute and stock record book or books of the
Corporation are true and complete and reflect all resolutions adopted and all
actions authorized or ratified by the shareholders and the directors of the
Corporation.
2.04 CAPITALIZATION. THE AUTHORIZED CAPITAL STOCK OF THE CORPORATION
CONSISTS OF 500,000,000 shares of common stock, $.001 par value per share, of
which 492,060,312 shares are issued and outstanding as of the date hereof. There
are no options, warrants, convertible securities or rights which may require any
Company to issue additional shares of its capital stock. All the outstanding
shares of common stock of the Corporation have been duly authorized, and are
validly issued, fully paid and nonassessable. The Corporation has no obligation
of any kind to issue any additional securities, except as disclosed in Schedule
2.03, or as provided for herein.
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2.05 FINANCIAL INFORMATION; NO MATERIAL ADVERSE CHANGE.
(a) AmeriResources has heretofore delivered to Staruni suff-
icient financial information for the Corporation.
All of the Financial Statements for the Corporation and AmeriResources
(i) have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods, (ii) fairly present
the financial condition, results of its operations and changes in its financial
position at and for the periods therein specified for the entities covered
thereby, (iii) are true and complete, (iv) are consistent with the books and
records of the entities covered thereby, and (v) with respect to any unaudited
financial statements, include all adjustments, consisting only of normal
recurring adjustments, required for a fair presentation. As of the respective
dates, such Financial Statements did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.
2.06 TAX MATTERS.
(a) The Corporation has filed or caused to be filed with the
appropriate federal, state, county, local and foreign governmental agencies of
instrumentalities all tax returns and tax reports required to be filed, and all
taxes, assessments, fees and other governmental charges have been fully paid
when due.
(b) There is no pending or, to the best knowledge of the
Corporation, any threatened federal, state or local tax audit of the
Corporation; there is no agreement with any federal, state or local taxing
authority that may affect the subsequent tax liabilities of the Corporation.
2.07 PARTY TO AGREEMENTS.
(a) The Corporation is not a party to any contract or other
arrangements except those made in the ordinary course of business or which are
terminable on the giving of sixty (60) days (or less) notice of the
Corporation's intent to terminate such contract. The Corporation is not in
default in any material respect under any contract or agreements to which it is
a party or by which it or any of its assets is or may be bound.
(b) Schedule 2.07 is a true and complete list of all contracts,
understandings, commitments, arrangements and agreements (all of which, and any
other agreements set forth on any other Schedule or list, or furnished in
writing to Staruni pursuant to this Agreement, are collectively referred to in
this Agreement as "contracts"), which are in full force and effect, unperformed
in whole or in part, to which The Corporation is a party, including, but not
limited to, the following:
(i) bonus, incentive, pension, profit-sharing,
hospitalization, insurance, deferred compensation, retirement,
stock option or stock purchase plans or similar plans
providing employee benefits;
(ii) factoring, loan, note, financing or similar contracts
with any lenders, or guarantees of undertakings to answer for
the debts or defaults of another, or any contracts encumbering
title to any of The Corporation's assets;
(iii) contracts for the acquisition or disposition of the
property, assets or capital stock or other securities of a
business or company;
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(iv) management or consulting contracts;
(v) partnership or joint venture contracts involving a sharing
of profits;
(vi) contracts for the employment or compensation of any
employee, officer, director or agent; and
(vii) contracts not made in the ordinary course.
2.08 LITIGATION. There are no actions, suits, investigations, or
proceedings pending, or, to the knowledge of the Corporation, threatened,
against or affecting or which may adversely affect the Corporation, in any court
or by or before any governmental body or agency, including without limitation
any claim, proceeding or litigation for the purpose of challenging, enjoining or
preventing the execution, delivery or consummation of this Agreement; and the
Corporation does not know of any state of facts which would give rise to any
such action, suit, investigation or proceeding. The Corporation is not subject
to any order, judgment, decree, stipulation or consent or any agreement with any
governmental body or agency which affects its business or operation.
2.09 GOVERNMENTAL APPROVAL. The Corporation has all permits, licenses,
orders and approvals of all federal, state, local or foreign governmental or
regulatory bodies required for the Corporation to conduct its business as
presently conducted. All such permits, licenses, orders and approvals are in
full force and effect and no suspension or cancellation of any of them is
threatened, and none of such permits licenses, orders of approvals will be
affected by the consummation of the transactions contemplated by this Agreement.
2.10 SALARIES AND ACCRUED COMPENSATION. Schedule 2.10 annexed hereto
and made a part hereof is a true and complete list, as of the date of this
Agreement, of all of the persons who are employed by the Corporation with
compensation (including bonuses) in excess of $2,500 per year, and the
Corporation does not have outstanding liability for payment of wages, vacation
pay (whether accrued or otherwise), salaries, bonuses, pensions or contributions
under any labor or employment contract, whether oral or written, or by reason of
any past practices with respect to such employees based upon or accruing with
respect to services of present or former employees of the Corporation, except as
disclosed in Schedule 2.10.
2.11 EMPLOYEE BENEFIT PLANS. The Corporation does not have any pension
plan, profit-sharing plan or employees' savings plan, and the Corporation is not
otherwise subject to any applicable provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
2.12 TITLE TO ASSETS. The Corporation has good, valid and, except as to
leased assets, marketable title to all of its assets (real and personal,
tangible and intangible), including, but not limited to, all assets reflected or
required to be reflected in the Financial Statements and all assets purchased or
leased by them (except for properties and assets so reflected or required to be
reflected, which have been sold or otherwise disposed of in the ordinary course
of business), subject to no liens, pledges, encumbrances, mortgages, security
interests, charges or other similar restrictions of any nature whatsoever,
except as disclosed in the Financial Statements or in Schedules to this
Agreement. The personal property owned or leased by The Corporation for the
operation of, or used in, its business is in its possession and is in good
operating or working condition and repair, after taking into account routine
maintenance and repair, age of equipment and ordinary wear and tear, and is
adequate for the operation of its business as presently conducted.
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2.13 PATENTS AND TRADEMARKS.
(a) All trademarks, trade names, service marks or applications
owned by The Corporation or used in its operations are listed on Schedule 2.13
and, to the extent indicated thereon, have been duly registered and filed.
2.14 ENVIRONMENTAL CONCERNS. The Corporation has not engaged in any
operations which have resulted or will result in any chemicals, hazardous,
noxious or toxic wastes being deposited, spilled, leaked, disposed of, dumped or
buried at any facility, contiguous property, or any other real property, which
have, will, or may result in property damages, personal injury or clean-up
costs.
2.15 LABOR MATTERS. The Corporation has not entered into any collective
bargaining agreements and is not in discussions with any labor group seeking to
become a bargaining unit for any of the Corporations employees.
2.16 MATERIAL MISSTATEMENTS OR OMISSIONS. No representations or
warranties made by AmeriResources in this Agreement or in any certificate,
schedule or other document furnished in connection with the transactions
contemplated by this Agreement, contains or will contain any untrue statement of
a material fact, or omits or will omit to state a material fact necessary to
make the statements of fact contained therein not misleading.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF STARUNI
Staruni represents and warrants to AmeriResources, to the best of its
knowledge, knowing and intending that AmeriResources will rely on these
representations and warranties in entering into this Agreement, as follows:
3.01 CORPORATE AUTHORITY. Staruni has the corporate power and authority
to enter into this Agreement and to carry out its obligation hereunder. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by its Board of
Directors and, except for the approval of its stockholders, if necessary, no
other corporate proceedings on the part of such Company are necessary to
authorize this Agreement and the transactions contemplated hereby.
3.02 NO CONFLICT OR DEFAULT. Neither the execution and delivery of this
Agreement, nor compliance with the terms and provisions hereof, including
without limitation the consummation of the transactions contemplated hereby,
will violate any statute, regulation or ordinance of any governmental authority,
or conflict with or result in the breach of any term, condition or provisions of
the Articles of Incorporation or By-laws of Staruni, or of any agreement, deed,
contract, mortgage, indenture, writ, order decree, legal obligation or
instrument to which Staruni is a party or by which it or any of its respective
assets or properties are or may be bound, or constitute a default (or an event
which, with the lapse of time or the giving of notice, or both, would constitute
a default) thereunder or result in the creation or imposition of any lien,
charge or encumbrance, or restriction of any nature whatsoever with respect to
any properties or assets of Staruni, or give to others any interest or rights,
including rights of termination, acceleration or cancellation in or with respect
to any of the properties, assets, contracts or business of Staruni.
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3.03 DUE ORGANIZATION; POWER; QUALIFICATION; SUBSIDIARIES AND
AFFILIATES, ETC.
(a) Staruni is a corporation duly organized, validly existing,
in good standing under the laws of the State of California and has the corporate
power to own its property and to carry on its business as now conducted. The
nature of the business now conducted by Staruni, the character of the property
owned by it, or any other state of facts does not require Staruni to be
qualified to do business as a foreign corporation in any jurisdiction.
3.04 CAPITALIZATION. The authorized capital stock of staruni consists of
shares 250,000,000 shares of common stock, $.0001 par value per share, of which
approximately 14,000,000 shares are issued and outstanding as of the date
hereof. There are no options, warrants, convertible securities or rights which
may require Staruni to issue additional shares of its capital stock, except as
disclosed in Schedule 3.03. All the outstanding shares of common stock and
preferred stock of Staruni have been duly authorized, and are validly issued,
fully paid and nonassessable. Staruni has no obligation of any kind to issue any
additional securities, except as disclosed in Schedule 3.03, or as provided for
herein.
3.05 FINANCIAL INFORMATION; NO MATERIAL ADVERSE CHANGE.
(a) Staruni has heretofore delivered to AmeriResources
sufficient financial information for the use of AmeriResources.
All of the Financial Statements of Staruni (i) have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis during the periods, (ii) fairly present the financial condition, results
of its operations and changes in its financial position at and for the periods
therein specified for the entities covered thereby, (iii) are true and complete,
(iv) are consistent with the books and records of the entities covered thereby,
and (v) with respect to any unaudited financial statements, include all
adjustments, consisting only of normal recurring adjustments, required for a
fair presentation. As of the respective dates, such Financial Statements did not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.
(b) There were no liabilities, absolute or contingent of
Staruni that were not shown or reserved against on the balance sheets included
in the Financial Statements, except obligations under the contracts shown on or
as otherwise disclosed in Schedule 3.05.
(c) Staruni has not sold or otherwise disposed of or
encumbered any of the properties or assets reflected on the Financial
Statements, or otherwise owned or leased by it except in the ordinary course of
business, except as described in Schedule 3.05.
(d) Staruni has no liabilities or obligations, whether accrued
or unaccrued, fixed or contingent, which have not been reflected in the
Financial Statements or described on Schedules to this Agreement, except
liabilities incurred and obligations entered into in the ordinary course of
business and is not in default with respect to any such liability or obligation.
3.06 TAX MATTERS.
(a) Staruni has filed or caused to be filed with the
appropriate federal, state, county, local and foreign governmental agencies or
instrumentalities all tax returns and tax reports required to be filed, and
22
<PAGE>
all taxes, assessments, fees and other governmental charges have been fully paid
when due.
(b) There are no pending or, threatened federal, state or
local tax audit of Staruni; there is no agreement with any federal, state or
local taxing authority that may affect the subsequent tax liabilities of
Staruni.
3.07 PARTY TO AGREEMENTS.
(a) Except as disclosed by Staruni in its most recent Form 10KSB,
Staruni is not a party to any contract or other arrangement except those made in
the ordinary course of business or which are terminable on the giving of sixty
(60) day's (or less) notice of Staruni's intent to terminate such contract,
except as set forth in its Form 10KSB
3.08 LITIGATION. Other than as disclosed in its Financial Statements,
there are no actions suits, investigations, or proceedings pending, or, to the
knowledge of Staruni, threatened, against or affecting or which may affect
Staruni, the performance of the terms and conditions hereof, or the consummation
of the transactions contemplated hereby, in any court or by or before any
governmental body or agency, including without limitation any claim, proceeding
or litigation for the purpose of challenging, enjoining or preventing the
execution, delivery or consummation of this agreement; and except as otherwise
disclosed herein does not know of any state of facts which would give rise to
any such action, suit investigation or proceeding. Staruni is not subject to any
order, judgment, decree, stipulation or consent or any agreement with any
governmental body or agency which affects its business or operation.
3.09 GOVERNMENTAL APPROVAL. Staruni has all permits, licenses, orders
and approvals of all federal state, local or foreign governmental or regulatory
bodies required for Staruni to conduct its business as presently conducted. All
such permits, licenses, orders and approvals are in full force and effect and no
suspension or cancellation of any of them is threatened, and none of such
permits licenses, orders of approvals will be affected by the consummation of
the transactions contemplated by this Agreement.
3.13 PATENTS AND TRADEMARKS.
(a) All trademarks, trade names, service marks or applications owned by
Staruni or used in its operations are listed on Schedule 3.13 and, to the extent
indicated thereon, have been duly registered and filed.
3.14 ENVIRONMENTAL CONCERNS. Staruni has not engaged in any operations
which have resulted or will result in any chemicals, hazardous, noxious or toxic
wastes being deposited, spilled, leaked, disposed of, dumped or buried at any
facility, contiguous property, or any other real property, which have, will, or
may result in property damages, personal injury or clean-up costs.
3.15 LABOR MATTERS. Staruni has not entered into any collective
bargaining agreements and is not in discussions with any labor group seeking to
become a bargaining unit for any of the Corporations employees.
3.16 MATERIAL MISSTATEMENTS OR OMISSIONS. No representations or
warranties made by Staruni in this Agreement or in any certificate, schedule or
other document furnished in connection with the transactions contemplated by
this Agreement, contains or will contain any untrue statement of a material
fact, or omits or will omit to state a material fact necessary to make the
statements of fact contained therein not misleading.
23
<PAGE>
3.17 SECURITIES FILINGS. Staruni will have on the closing date and
thereafter, made all filings required to be made by it with the Securities and
Exchange Commission and any state securities authorities.
ARTICLE IV
COVENANTS
4.01 COVENANTS OF STARUNI. Staruni agrees that prior to the closing
date:
(a) No dividend shall be declared or paid by other
distribution (whether in cash, stock, property or any combination thereof) or
payment declared or made in respect to Staruni common stock or preferred stock,
nor shall Staruni purchase, acquire or redeem or split, combine or reclassify
any shares of its capital stock.
(b) Except as herein provided, no change shall be made in the
number of shares of authorized or issued Staruni common stock; nor shall any
option, warrant, call, right, commitment or agreement of any character be
granted or made by Staruni relating to its authorized or issued Staruni common
stock; nor shall Staruni issue, grant or sell any securities or obligations
convertible into or exchangeable for shares of Staruni common stock.
4.02 COVENANTS OF AMERIRESOURCES. AmeriResources agrees that prior to
the closing date:
(a) Except as herein provided, no change shall be made in the
number of shares of authorized or issued common stock of the Corporation; nor
shall any option, warrant, call, right, commitment or agreement (other than this
Agreement) of any character be granted or made relating to the authorized or
issued stock of the Corporation, nor shall there be issued, granted or sold any
securities or obligation convertible into or exchangeable for shares of common
stock.
(b) The Corporation will not (i) incur any indebtedness for
borrowed money; (ii) assume, guarantee, endorse, or otherwise become liable or
responsible (whether directly contingently or otherwise) for the obligations of
any other individual, firm or corporation; or (iii) make any loans, advances of
capital contributions to or investments in, any other individual, firm or
corporation.
(c) The Corporation will not alter or change any employment or
other contract with any of its management personnel or make, adopt, alter,
revise, or amend any pension, bonus, profit-sharing or other employee benefit
plan, or grant any salary increase or bonus to any person or owe any accrued
salary or other compensation under any agreement or plan without the prior
written consent of AmeriResources.
(d) The Corporation will not take, agree to take, or knowingly
permit to be taken any action, or do, or knowingly permit to be done anything in
the conduct of its business, or otherwise, which would be contrary to or in
breach of any of the terms or provisions of this Agreement, or which would cause
any of the representations contained herein to be or become untrue in any
material respect at the Closing Date.
4.03 MUTUAL COVENANTS. Staruni and AmeriResources further agree and
covenant as follows:
24
<PAGE>
(A) CORPORATE ACTION. AmeriResources and Staruni will take all actions
necessary in accordance with applicable law and each company's Articles of
Incorporation and By-Laws to authorize and consummate the transactions
contemplated herein.
(B) CONDUCT OF BUSINESS. Prior to closing, unless the parties shall
otherwise agree in writing, the Corporation and Staruni shall not operate their
businesses otherwise than in the ordinary course.
(B) ACCESS. Prior to the closing, AmeriResources shall afford to the
officers, attorneys, accountants, and other authorized representatives of
Staruni free and full access to the premises, books and records of the
Corporation in order that Staruni may make such investigation as it may desire
of the affairs of the Corporation.
ARTICLE V
CONDITIONS
5.01 CONDITIONS TO THE OBLIGATIONS OF AMERIRESOURCES. The obligations
of AmeriResources to consummate the sale contemplated by this Agreement are
subject to the satisfaction, at or before the closing, of each of the following
conditions:
(a) No action shall have been threatened, taken by or be
pending before, and no statute, rule, regulation or order shall have been
promulgated, enacted, entered, enforced or deemed applicable to the transaction
by any federal, state or foreign government or governmental authority or by any
court, domestic or foreign, including the entry of a preliminary or permanent
injunction, which would (i) make the sale illegal, (ii) require the divestiture
by AmeriResources of any shares of AmeriResources or the Corporation or of a
material portion of the business of AmeriResources, (iii) impose material limits
on the ability of AmeriResources to effectively control the businesses of
AmeriResources, (iv) otherwise materially adversely affect AmeriResources or (v)
if the sale is consummated, subject any officer, director, or employee of
AmeriResources to criminal penalties or to civil liabilities not adequately
covered by insurance or enforceable indemnification maintained by
AmeriResources.
(b) Staruni shall have complied in all material respects with
its agreements and covenants herein, and all representations and warranties of
Staruni herein shall be true and correct in all material respects at the time of
closing as if made at that time, except to the extent they expressly relate to
an earlier date.
5.02 CONDITIONS TO THE OBLIGATIONS OF STARUNI. The obligations of
Staruni to consummate the purchase contemplated by this Agreement are subject to
the satisfaction, at or before the closing, of each of the following conditions:
(a) No action shall have been threatened, taken by or be
pending before, and no statute, rule, regulation or order shall have been
promulgated, enacted, entered, enforced or deemed applicable to the purchase by
any federal, state of foreign government or governmental authority or by any
court, domestic or foreign, including the entry of a preliminary or permanent
injunction, which would (i) make the purchase illegal, (ii) require the
divestiture by Staruni of the shares of Staruni or of a material portion of the
business of Staruni, (iii) impose material limits on the ability of Staruni to
effectively control the business of Staruni, (iv) otherwise materially adversely
affect Staruni or (v) if the purchase is consummated, subject any officer,
director, or employee of Staruni to criminal penalties or to civil liabilities
not adequately covered by insurance of
25
<PAGE>
enforceable indemnification maintained by Staruni.
(b) AmeriResources shall have complied in all material
respects with its agreements and covenants herein, and all representations and
warranties of AmeriResources as to the Corporation shall be true and correct in
all material respect at the time of closing as if made at the time, except to
the extent they expressly relate to an earlier date.
ARTICLE VI
INTENTIONALLY LEFT BLANK
ARTICLE VII
INDEMNIFICATION AND WAIVER OF CLAIMS
7.01 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Notwithstanding the
closing of the transactions contemplated by this Agreement or any investigation
made by or on behalf of Staruni or AmeriResources, the representations and
warranties of Staruni and AmeriResources contained in this Agreement or in any
certificate, schedule, chart, list, letter, compilation or other document
delivered pursuant hereto, shall survive the Closing for a period of one (1)
year; provided, however, that the representations and warranties contained in
Sections 2.06 and 3.06 with respect to tax matters shall be deemed to survive
for so long as any applicable statute of limitations with respect to tax claims
shall not have expired, shall have been suspended or shall have been waived or
extended, and for thirty (30) days thereafter; provided further, however, that
as to any breach of or misstatement in any such representation or warranty as to
which the non-breaching party has given notice to the breaching party on or
prior to the expiration of the applicable period as to tax or non-tax matters,
as above set forth, the same shall continue to survive beyond said period, but
only as to the matters contained in such notice.
7.02 INDEMNIFICATION. Staruni and AmeriResources each agree to save,
defend and indemnify the other against and hold it harmless from any and all
liabilities, of every kind, nature and description, fixed or contingent
(including, without limitation, counsel fees and expenses in connection with any
action, claim or proceeding relating to such liabilities) arising out of any
misrepresentation made by such indemnifying party or any transaction or event
commencing or occurring on or prior to Closing, which is not fully disclosed or
provided for in the Financial Statements, this Agreement or the exhibits hereto.
7.03 DEFENSE OF CLAIMS. An indemnified party shall notify the
indemnifying party with reasonable promptness of any claim asserted against it
in respect of which the indemnifying party may be liable under this Agreement,
which notification shall be accompanied by a written statement setting forth the
basis of such claim and the manner of calculation thereof. The indemnifying
party shall have the right to defend any such claim at its own expense and with
counsel of its choice; provided, however, that such counsel shall have been
approved by the indemnified party prior to engagement; which approval shall not
be unreasonably withheld or delayed; and provided further, that the indemnified
party may participate in such defense, if it so chooses, with its own counsel
and at its own expense.
26
<PAGE>
7.04 RIGHTS WITHOUT PREJUDICE. The rights of Staruni and AmeriResources
under this Article VII are without prejudice to any other rights or remedies
that either may have by reason of this Agreement or as otherwise provided by
law.
ARTICLE VIII
CLOSING
8.01 TIME AND LOCATION. The Closing provided for herein shall take
place at such time and place as may be mutually agreed to by the parties hereto.
Such date is referred to in this Agreement as the "Closing".
8.02 ITEMS TO BE DELIVERED BY AMERIRESOURCES. At the Closing,
AmeriResources will deliver or cause to be delivered to Staruni:
(a) Certificates representing the Shares or stock powers in
accordance with Section 1.01 hereof, accompanied by all instruments and
documents as in the reasonable opinion of Staruni's counsel, shall be necessary
to effect the transfer of and to vest title in and to the Shares in the
Corporation, free and clear of all manner of liens, pledges, encumbrances,
charges and claims thereon;
(b) Such other certified resolutions, documents and
certificates as are required to be delivered by AmeriResources pursuant to the
provisions of this Agreement.
8.03 ITEMS TO BE DELIVERED BY STARUNI. At the Closing, Staruni will
deliver or cause to be delivered to AmeriResources:
(a) The Purchase Price in accordance with Section 1.02, being
Certificates representing the required shares of stock, accompanied by all
instruments and documents as in the reasonable opinion of AmeriResource's
counsel, shall be necessary to effect the transfer of and to vest title in and
to the shares of preferred stock in AmeriResource or Global DataTel, Inc., free
and clear of all manner of liens, pledges, encumbrances, charges and claims
thereon;
(b) Such other certified resolutions, documents and
certificates as are required to be delivered by Staruni pursuant to the
provisions of this Agreement;
ARTICLE IX
TERMINATION
9.01 TERMINATION. Anything herein or elsewhere to the contrary
notwithstanding, this Agreement may be terminated and the transactions provided
for herein abandoned at any time prior to the Closing:
(a) By mutual consent of parties.
(b) By AmeriResources if any of the conditions set forth in
Section 5.01 have not been fulfilled on or prior to the Closing, or shall become
incapable of fulfillment at any time, and shall not have been waived;
27
<PAGE>
(c) By Staruni if any of the conditions set forth in Section
5.02 have not been fulfilled on or prior to the Closing Date, or shall have
become incapable of fulfillment at any time, and shall not have been waived;
(d) By Staruni or AmeriResources if any material legal action
or proceedings shall have been instituted or threatened seeking to restrain,
prohibit, invalidate or otherwise adversely affect the consummation of the
transactions contemplated by this Agreement.
(e) If items to be delivered at Closing are not delivered.
In the event that the Agreement is terminated as described above, this
Agreement shall be void and of no force and effect, without any liability or
obligation on the part of any of the parties hereto.
ARTICLE X
NO WAIVER
10.01 The failure of any party at any time or times to require
performance of any provision hereto shall in no manner effect the right of such
party at a later time to enforce the same. No waiver by any party of the breach
of any term, covenant, representation or warranty contained in this Agreement
shall release or affect any liability resulting from such breach, and no waiver
of any nature, whether by conduct or otherwise, in any one or more instances,
shall be deemed to be or construed as a further or continuing waiver of any such
condition or of any breach of any other term, covenant, representation or
warranty of this Agreement.
ARTICLE XI
MISCELLANEOUS
11.01 WAIVER OF CONDITIONS. Any condition to the performance of either
party which legally may be waived on or prior to the Closing may be waived at
any time by the party entitled to the benefit thereof by action taken or
authorized by an instrument in writing executed by the relevant party.
11.02 EXPENSES. Whether or not any sale is consummated, all
out-of-pocket costs and expenses incurred in connection with the transaction and
this agreement will be paid by the party incurring such expenses.
11.03 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between Staruni and AmeriResources with respect to the sale of the Shares and
any other transactions contemplated hereby.
11.04 TAX STRUCTURE OF SALE. The sale contemplated by this Agreement is
intended to qualify as a tax-free reorganization. To the extent that the
parties' legal, tax and accounting advisors indicate that all or a portion of
the transactions contemplated hereby adversely affect the tax-free nature of
such transactions, the parties agree to negotiate, in good faith, modifications
to this Agreement so as to enable the parties to consummate the transactions
contemplated hereby without adverse tax consequences to the parties or their
shareholders.
28
<PAGE>
11.05 SCHEDULES. The parties agree that the Schedules contemplated by
this Agreement shall be delivered by each party to the other not more than 10
days following the date hereof. The information set forth on the Schedules shall
be subject to the parties due diligence review.
11.07 BROKERS. No broker or finder is entitled to any brokerage or
finder's fee or other commission or fee from any Company or based upon
arrangements made by or on behalf of any Company with respect to the
transactions contemplated by this Agreement.
11.08 ARBITRATION. Any controversy arising out of, connected to, or
relating to any matters herein or the transactions contemplated by this
Agreement, or the breach thereof, including, but not limited to any claims of
violations of Federal and/or State Securities Acts, Banking Statutes, Consumer
Protection Statutes, Federal and/or State anti-Racketeering (e.g. RICO) claims
as well as any common law claims and any State Law claims of fraud, negligence,
negligent misrepresentations, and/or conversion shall be settled by arbitration
in the State of Kansas, under the rules of the American Arbitration Association;
and judgment on the arbitrator's award may be entered in any court having
jurisdiction thereof in accordance with the provisions of the law of the State
of Nevada. In the event of such a dispute, each party to the conflict shall
select an arbitrator, both of whom shall select a third arbitrator which shall
constitute the three person arbitration board. The decision of a majority of the
board of arbitrators shall be binding upon the parties.
11.09 OTHER ACTIONS. Each of the parties hereto agrees to execute and
deliver such other documents, certificates, agreements and other writings and to
take such other actions as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.
11.10 WAIVER AND AMENDMENT. Any provision of this Agreement may be
waived at any time by the party which is or whose stockholders are, entitled to
the benefits thereof and this Agreement may be amended or supplemented at any
time. No such waiver, amendment or supplement shall be effective unless in
writing and signed by the party or parties necessary thereto.
11.11 APPLICABLE LAW. This agreement shall be governed by and construed
in accordance with the laws of the State of Kansas.
11.12 DESCRIPTIVE HEADINGS. The descriptive headings are for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
11.13 NOTICES. All notes or other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally or
sent by registered or certified mail postage prepaid, to the party's address set
forth above with copies to:
If to Staruni, to: Staruni Corporation
Attention: Bruce Stuart, President
8501 Wilshire Boulevard, Suite 320
Beverly Hills, California 90211
If to AmeriResources, to: Delmar Janovec
P.O. Box 14748
Shawnee, Kansas 66215-4748
29
<PAGE>
11.14 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute but one agreement.
11.15 SIGNATURES. Each of the undersigned, have been duly authorized to
execute this Agreement on behalf of Staruni and AmeriResources, respectively.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly AUTHORIZED OFFICERS OF THE PARTIES HERETO AS OF AUGUST , 1999
ATTESTED: STARUNI CORPORATION
BY: /S/ BRUCE STUART
Bruce Stuart, President
AMERIRESOURCE TECHNOLOGIES, INC.
BY: /S/ DELMAR JANOVEC
Delmar Janovec, CEO
N:\Master\Clients\AmeriResource Technologies, Inc\SEC File\10qsb\1999 10-QSB
\ARET10Q999.wpd
30
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS FILED WITH THE
COMPANY'S SEPTEMBER 30, 1999, QUARTERLY REPORT ON FORM 10-QSB AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000876490
<NAME> AmeriResource Technologies, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 9-Mos
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jan-1-1999
<PERIOD-END> Sep-30-1999
<EXCHANGE-RATE> 1
<CASH> 2,482
<SECURITIES> 573,893
<RECEIVABLES> 239,940
<ALLOWANCES> 148,721
<INVENTORY> 0
<CURRENT-ASSETS> 301,488
<PP&E> 106,369
<DEPRECIATION> 8,600
<TOTAL-ASSETS> 1,551,706
<CURRENT-LIABILITIES> 1,439,156
<BONDS> 0
0
3,089,621
<COMMON> 492,060,312
<OTHER-SE> 4,307,558
<TOTAL-LIABILITY-AND-EQUITY> 1,551,706
<SALES> 131,572
<TOTAL-REVENUES> 131,572
<CGS> 1,233
<TOTAL-COSTS> 425,075
<OTHER-EXPENSES> 524,165
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 709
<INCOME-PRETAX> 407,425
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