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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, 2000.
[ ] 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
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AMERIRESOURCE TECHNOLOGIES, INC.
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(Exact Name of Small Business Issuer as Specified in its Charter)
DELAWARE 84-1084784
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4465 SOUTH JONES, LAS VEGAS, NEVADA 89103
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(Address of Principal Executive Offices) (Zip Code)
(702) 579-3347
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(Issuer's Telephone Number, Including Area Code)
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 X NO
On September 30, 2000, the number of shares outstanding of the issuer's
Common Stock, $0.0001 par value (the only class of voting stock), was
695,071,312.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION....................................................................................1
ITEM 1. FINANCIAL STATEMENTS...................................................................1
ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF
OPERATION..............................................................................2
PART II - OTHER INFORMATION.......................................................................................3
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.......................................................3
INDEX TO EXHIBITS.................................................................................................5
PART I - FINANCIAL INFORMATION
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,
2000, 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-17 and are incorporated herein by this reference.
1
ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATION
AmeriResource Technologies, Inc., a Delaware corporation (the
"Company"), does not currently engage in active operations other than seeking to
initiate or acquire business operations. The Company seeks to accomplish this
goal through a merger or acquisition. As of November 13, 2000, the Company had
established contacts with a few business entities, but had not yet reached any
formal definitive agreement to effect a merger or acquisition with any entity.
Magnolia Manors and the Company executed an asset purchase agreement
whereby the Company's subsidiary Crestwood Villas, Inc. would acquire the
assets. Although this agreement has expired, the Company is continuing to
discuss the possibility of the assumption of debt on some of Magnolia's
facilities. Magnolia now owns and operates approximately 11 assisted living care
facilities which are effectively controlled by Finova Realty Capital and ORIX
Real Estate Capital Markets. These entities control the facilities on the basis
of their substantial liens on the facilities. The Company is still seeking to
acquire the assets of certain Magnolia Manors Inc. facilities in exchange for a
combination of debt assumption and cash, although no assurances can be given the
Company will ever be successful in effecting such acquisition.
In April 2000, the Company, through a wholly owned subsidiary, made a
formal offer to purchase a casino and hotel in Mesquite, Nevada, and all of the
outstanding shares of NevStar Gaming & Entertainment. These offers are subject
to, among other things, the Company securing the $9,000,000 in debt financing.
In July 2000, NevStar filed for Chapter 11 Bankruptcy to prevent a foreclosure
on its assets. On or about October 19, 2000, a lien holder was successful in
implementing a foreclosure action against NevStar. The Company is negotiating to
acquire this lien holder's position regarding NevStar. Although no assurances
can be given the Company will ever be successful in securing the requisite
funds, or in effecting this acquisition, it is currently working with three
financing sources to fund the acquisition.
Results of Operations
As a result of the Company's lack of operations, no income has been
generated for the fiscal year through September 30, 2000. The Company reported a
net loss of $1,052,315 and of $856,859 for the three (3) and nine (9) months
ended September 30, 2000, respectively, as compared to a net gain of $449,440
and $407,425 for the same periods in 1999. This loss is attributable to expenses
associated with merger and acquisition negotiations which are accounted for as
general and administrative expenses as well as a one time charge for the
settlement of legal expenses with former counsel, Craft Fridkin & Rhyne. The
general and administrative expenses for the quarter ended September 30, 2000,
was $1,044,321, as compared to these expenses totaling $148,189 for the same
quarter in 1999.
Liquidity and Capital Resources
The Company's total current assets as of the quarter ended September
30, 2000 were $43,517, as compared to $30,165 as of December 31, 1999. The
Company had total assets of
2
$2,383,160 as of September 30, 2000, as compared to $456,406 as of December 31,
1999. The increase in total assets is due to the Company's acquisition of oil
and gas property in Pecos County, Texas, effected when it acquired West Texas
Real Estate and Resources, Inc., a Texas corporation on July 13, 2000 (this
acquisition was reported in the Company's Form 10-QSB for the quarter ended June
30, 2000). Another substantial increase in total assets is due to the Company's
recognition of $400,000 as funds improperly withdrawn from the Company's escrow
account. Although the recovery of these funds is still uncertain, the Company
intends to pursue the receipt of such funds to the fullest extent its resources
allow.
The Company's current liabilities from the quarter ended September 30,
2000 were $2,737,066, versus $2,587,453 as of December 31, 1999.
The Company's total stockholders' deficit was decreased to $3,808,906
as of September 30, 2000 as compared to the net stockholder's deficit of
$5,586,047 as of December 31, 1999. The Company's deficit was reduced primarily
as a result of the increase in additional paid-in capital. |
