-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E24k1sDvNhN5hWMq28to7XSpiSRvV/lXqFdLWbhrHkElF+v5qTCuJQe1CsDqGzuF /gN4aUOKmQZowhwMY+ASpg== 0001227528-07-000224.txt : 20070918 0001227528-07-000224.hdr.sgml : 20070918 20070918125233 ACCESSION NUMBER: 0001227528-07-000224 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070918 DATE AS OF CHANGE: 20070918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIRESOURCE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000876490 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 841084784 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20033 FILM NUMBER: 071121891 BUSINESS ADDRESS: STREET 1: 3440 E. RUSSELL ROAD STREET 2: SUITE 217 CITY: LAS VEGAS STATE: NV ZIP: 89120 BUSINESS PHONE: 702-214-4245 MAIL ADDRESS: STREET 1: 3440 E. RUSSELL ROAD STREET 2: SUITE 217 CITY: LAS VEGAS STATE: NV ZIP: 89120 FORMER COMPANY: FORMER CONFORMED NAME: KLH ENGINEERING GROUP INC DATE OF NAME CHANGE: 19930328 10KSB/A 1 l10ksba123106.txt AMERIRESOURCE TECHNOLOGIES, INC. FORM 10-KSB/A U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A Amendment No. 1 [X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended DECEMBER 31, 2006. [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______________ to ______________. Commission file number: 000-20033 AMERIRESOURCE TECHNOLOGIES, INC. ---------------------------------------------- (Name of small business issuer in its charter) DELAWARE 84-1084784 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3440 E. RUSSELL ROAD, SUITE 217, LAS VEGAS, NEVADA 89120 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) (702) 214-4249 --------------------------- (Issuer's telephone number) Securities registered under Section 12(g) of the Exchange Act: Title of Each Class -------------------------------- COMMON STOCK ($0.0001 PAR VALUE) Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ] 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 [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] The issuer's revenues for the year ended December 31, 2006, were $892,424. The aggregate market value of the registrant's voting and non-voting common equity held by non-affiliates was approximately $1,314,000 based on the average bid and asked price for the common equity as of a specified date within the past 60 days. On March 31, 2007, the number of shares outstanding of the registrant's common stock, $0.0001 par value, was 448,190,671. *EXPLANATORY NOTE - The Company is filing this Amendment No. 1 to Form 10-KSB to amend its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 ("the Original Filing") in order to amend the financial statements as a result of the Company discovering that during the edgar process amounts reported within operating expenses in the Consolidated Statements of Operations and amounts reported within cash flows from financing activies in the Consolidated Statements of Cash Flows within its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 were transmitted with clerical errors. The Company is amending its Annual Report on Form 10-KSB with this Amendment No. 1 in order to correct the clerical errors discussed above for the convenience of the reader and to ensure the consolidated financial statements reflect the correct results of operations and cash flows for the fiscal year covered within this Report. Correction of the clerical errors discussed above resulted in no change to the previously reported operating loss, net loss, basic and diluted loss per share, operating cash flows, financing cash flows, or the decrease in cash for the fiscal year ended December 31, 2006. Additionally, the correction of the clerical errors resulted in no change to the quity or earnings (loss) per share made at the time of the Original Filing. Except as required to reflect the effects of the items described above, no additional modifications or updates in this Amendment have been made to the Original Filing. The correction of the clerical errors resulted in no change to the disclosures made at the time of the Original Filing. This amendment does not describe other events occurring after the original filing, including exhibits, or modify or update those disclosure affected by subsequent events, other than the events surrounding the Company's unregistered sale of equity securities and entry into a definitive material agreement with Nexia Holdings, Inc., which are discussed below. On June 25, 2007, the Company filed the Current Report on Form 8-K with the Securities and Exchange Commission ("SEC") in which it announced on June 22, 2007, the Company ("AMRE", "AmeriResource Technologies, Inc.") and Net2Auction, Inc. ("NAUC", "majority owned subsidiary through conversion of preferred or supervoting preferred stock") and Nexia Holdings Inc., a Nevada corporation ("NEXA"), entered into a Stock Exchange Agreement (the "Agreement") whereas Nexia Holdings, Inc. will acquire 90% of the issued and outstanding preferred stock shares of Net2Auction, Inc. in exchange for the issuance of sixty thousand (60,000) shares of Nexia's Series C Preferred stock with a stated value of $5.00 per share for a total of $300,000. Nexia Holdings will be transferring its ownership in its Landis Lifestyle Salon ("Landis") into Net2Auction, Inc., Landis had assets that total approximately $415,580 and reported revenues of $1,326,013 for the year ending December 31, 2006. Nexia Holdings reported revenues for the first quarter of 2007 for Landis operations to be $424,863 with a reported net loss of $20,930. Landis's business plan calls for the acquisition of an additional four (4) Salons, within the next two calendar years. Landis Lifestyle Salons uses the Aveda{reg-trade-mark} product line exclusively in its operations and these products are rated as one of the best in the health and beauty care industry. Pursuant to the terms of the agreement, AmeriResource will retain its Twenty-Five Million (25,000,000) shares of common stock in Net2Auction, Inc. and remain a shareholder. All assets and liabilities of Net2Auction, Inc. will be transferred to AmeriResource prior to the close of the transaction with Nexia Holdings, Inc. On September 4, 2007, the Company filed the Current Report on Form 8-K with the Securities and Exchange Commission ("SEC") in which it announced on August 30, 2007, the Company ("AMRE", "AmeriResource Technologies, Inc."), authorized the issuance of One Hundred Twelve Million (112,000,000) shares of restricted common stock of the Company, par value of $0.0001 to QualityStocks, LLC. The issuance was in satisfaction of the agreement between the Company and QualityStocks, LLC to provide public and investor relations services for the Company. The services provided are for broadcasts, publication in newsletters, release of PR's, and placement of banner ads by QualityStocks, LLC. The issuance represented approximately 12% of the current issued and outstanding of 933,402,125 shares of common stock of the Company. The transaction was processed as a private sale exempt from registration under Section 4(6) of the Securities Act of 1933. The Current Report on Form 8-K's discussed above did not result in an adjustment to the financial statements. In an effort to keep the financial statements from being misleading, the Company has added the disclosure discussed above within its Annual Report on Form 10-KSB/A for the fiscal year ended December 31, 2006 to inform the readers of events that have occurred subsequent to the original issuance of the financial statements in its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 ("the Original Filing"). In addition to this Amendment, the Company is amending its Quarterly Reports on Form 10-QSB/A for the quarters ended March 31, 2006, June 30, 2006, and September 30, 2006 upon discovery that certain transactions were improperly recorded. Each will contain restated financial information within. The Company has re-evaluated its disclosure controls and procedures and internal control over financial reporting as of December 31, 2006, and concluded that because of the restatements identified above, the Company determined it had a material weakness in internal control over financial reporting. See Item 8a of Part II for further discussion and remediation measures that are in progress. This Amendment No. 1 hereby supersedes and amends the Original Filing with respect to Item 7 and Item 8A of Part II. For the convenience of the reader, this Amendment No. 1 sets forth the Original Filing in its entirety, as amended by and to reflect the changes discussed above. In addition, in accordance with Rule 12b-15 promulgated under the Securities and Exchange Act of 1934, as amended, this Amendment No. 1 also includes updated certifications from our Chief Executive Officer/Principle Financial Officer as Exhibits 31.1 and 32.1. PART I 3 ITEM 1. Description Of Business 3 ITEM 2. Description Of Property 6 ITEM 3. Legal Proceedings 7 ITEM 4. Submission Of Matters To A Vote Of Security Holders 8 PART II 8 ITEM 5. Market For Common Equity And Related Stockholder Matters 8 ITEM 6. Management's Discussion And Analysis Or Plan Of Operation 10 ITEM 7. Financial Statements F-1 - F-14 ITEM 8. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure 11 ITEM 8A.Controls and Procedures 11 ITEM 8B.Other Information 11 PART III 12 ITEM 9. Directors And Executive Officers 12 ITEM 10.Executive Compensation 13 ITEM 11.Security Of Certain Beneficial Owners And Management And Related Stockholder Matters 15 ITEM 12.Certain Relationships And Related Transactions 17 ITEM 13.Exhibits And Reports On Form 8-K 18 ITEM 14.Principal Accountant Fees and Services 17 INDEX TO EXHIBITS 18 CERTIFICATIONS PART I Forward-looking Information This information statement contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. These statements relate to future events or to our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results do differ materially from those indicated by such forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance, or achievements. Moreover, the Company does not assume responsibility for the accuracy and completeness of such forward- looking statements. The company is under no duty to update any of the forward- looking statements after the date of this information statement to conform such statements to actual results. The management's discussion and analysis contained herein should be read in conjunction with the Company's financial statements and the notes thereto. ITEM 1. DESCRIPTION OF BUSINESS GENERAL As used herein, the term "Company" refers to AmeriResource Technologies, Inc., a Delaware corporation, and its subsidiaries and predecessors, unless the context indicates otherwise. The Company was formerly known as KLH Engineering Group, Inc. ("KLH Engineering"), which was incorporated on March 3, 1989 to provide diversified engineering services throughout the United States. KLH Engineering changed its name to AmeriResource Technologies, Inc. on July 16, 1996. Although the Company's operations have historically consisted of providing engineering and construction services, the Company closed and/or sold off its engineering subsidiaries due to continued losses in 1996. The Company then began to focus on locating viable businesses that were in a niche market, had assets and revenues, and had the desire or need to become an operating subsidiary of a Public Company. AmeriResource Technologies, Inc. (the "Company") conducts its business as a holding Company in a structure that includes several wholly-owned and majority-owned subsidiaries which are involved in software development for the Fast-Food and full service restaurant industry, a commercial liquidator for some of the nation's top retailers for their excess inventory, overstocks, and returned merchandise selling the products on eBay, and have strategic partnerships with Pack and Ship centers whereby a customer can drop-off their unwanted goods to be sold on eBay. The subsidiaries are as follows; RoboServer Systems Corp. ("RBSY"), Self-Serve Technologies, Inc. ("SSTI"), Net2Auction, Inc. ("NAUC"), Net2Auction Corporation ("NAC"), AuctionWagon Inc. ("AWI"), Auction Boulevard ("AB"), BizAuctions, Inc. ("BZCN") and, BizAuctions Corp. ("BAC"), VoIPCOM USA Inc., ("VCMU"). As of December 31, 2006, the Company owned approximately 37% of Net2Auction common stock and upon conversion of the Super- Voting Preferred collectively gives AmeriResource 57% control, which owns 100% of Net2Auction Corp., and AuctionWagon Inc. Net2Auction, Inc. is publicly traded on the Pink Sheets under the stock symbol "NAUC." As of December 31, 2006, the Company owned approximately 40% of RoboServer's common stock and upon conversion of the Super-Voting Preferred would give the Company approximately 59% control, which owns 100% of Self-Serve Technologies, Inc. RoboServer is publicly traded on the Pink Sheets under the symbol "RBSY." As of December 31, 2006, the Company's subsidiary, Net2Auction, Inc. owns approximately 74% of BizAuctions common stock and upon conversion of the Preferred would give Net2Auction approximately 86% control. Kootenai Corp. name has been changed to BizAuctions, Inc. as of August 17, 2006, and is publicly traded on the Pink Sheets under the symbol "BZCN." BizAuctions Corp. is a wholly-owned subsidiary of BizAuctions, Inc. As of December 31, 2006, the Company owned approximately 97% of VoIPCOM USA, Inc.'s common stock and upon conversion of the Preferred would give the Company approximately 99% control. VoIPCOM USA, Inc. is publicly traded on the Pink Sheets under the symbol "VCMU". Despite the operations of our various subsidiaries, the Company continues to search for viable business operations to acquire or merge with in order to increase the Company's revenues, asset base and achieve profitability. The Company will continue to strive to attain consistent profitability through acquisitions of revenue producing businesses or divestitures of our current subsidiaries if we obtain an attractive offer from possible suitors. As of March 31, 2007, the Company had a total of 17 full time employees and three part-time employees, working as consultants. 3 NET2AUCTION, INC. (NAUC) Net2Auction is an operator of online auction drop-off locations and develops relationships with independently owned and/or franchised pack and ship centers. We believe Net2Auction is ideal for people who want hassle-free selling of their used goods online using eBay internet auction site. In addition to the millions of people who trade on eBay, we believe there is a large population of people who would like to participate on eBay, but lack the skills, time or inclination to sell online directly. Net2Auction serves this population by extending the reach of eBay. Net2Auction handles all aspects of selling goods on eBay for its customers, including photographing the goods to be sold, posting a picture of the goods on eBay, drafting the product description for eBay, handling inquiries from potential purchasers, selling the goods, processing payments for the goods, and taking care of shipping the goods to the final purchaser. A customer of Net2Auction gets a majority of the proceeds from the sale of the goods while Net2Auction does all the work. As of December 31, 2006, Net2Auction operates eight (8) drop-off locations, in addition to the twenty-five (25) affiliate locations that were acquired in our acquisition of AuctionWagon Inc., on September 30, 2005. During the fourth quarter of 2006, Net2Auction developed numerous business commercial accounts with several top retailers-wholesalers within the USA. Net2 liquidates the excess inventory and/or returned merchandise of such accounts on eBay. The Company has obtained such commercial accounts in a wide variety of business industries or segments, including golf products, electronics-computer items, shoes for both men and woman, and clothing for men, women, and children. Net2Auction is listed as an "eBay Trading Assistant," with a Power Seller rating and has accumulated in excess of 6,000 positive feedbacks and continues to receive a customer satisfactory rating on eBay exceeding 99%. This allows the Company to reach millions of potential buyers for our customers' unwanted goods or products. To learn more, please visit our website at www.net2auction.com. NET2AUCTION CORPORATION (NAC) On December 2, 2004, the Company entered into a stock purchase agreement whereby it sold 100% of its interest in Net2Auction Corporation to Net2Auction, Inc. In exchange, Net2Auction, Inc. issued to the Company 25,000,000 shares of Net2Auction, Inc. common stock and 6,500,000 shares of Net2Auction, Inc. preferred stock. Following the exchange, the Company held approximately 99% of the voting rights of Net2Auction, Inc. (See page 10 for current ownership.) AUCTIONWAGON (AWI) On September 30, 2005, Net2Auction, Inc. executed a Stock Exchange Agreement with AuctionWagon, Inc.'s shareholders, whereby AuctionWagon, Inc. shareholders transferred to Net2Auction, Inc. 100% of the outstanding common stock of AuctionWagon to Net2Auction, Inc. in exchange for 1,825,000 shares of Net2Auction's common stock. Net2Auction provided the AuctionWagon shareholders a Price Protection on the Net2Auction shares in the event the share price is below the share price of its common stock at the close of trading on October 6, 2007, Net2Auction will issue within thirty days following the October 6, 2007 date, an additional 1,095,000 shares of Net2Auction common stock to be distributed to the AuctionWagon Shareholders, pro rata. AuctionWagon, Inc. is engaged in the business of providing software design and product development for businesses that are in the business of selling on eBay. AuctionWagon, Inc. was incorporated in September of 2003 and became the first eBay consignment store in the Los Angeles market. AuctionWagon, Inc. is the first company to qualify as both an eBay certified developer and an eBay Trading Post. AuctionWagon is a frontrunner in both the retail and software segments of the industry, being featured in Entrepreneur, the New York Times, and the Wall Street Journal. AuctionWagon currently markets its consignment software to drop-off stores, and maintains a national affiliate network of drop-off locations. AuctionWagon's software, Store Manager Pro G2, performs virtually all of the functions needed by an eBay consignment store, from printing contracts, barcodes, and inventory labels to managing its inventory, payment, shipping, check writing, and integrating photo editing. The Store Manager Pro offers multiple levels of software supporting different business requirements and charges both a monthly fee and an initial fee. The fees range from $99 to $330 per month, per customer. Since January 1, 2006, AWI has added approximately 126 new customer accounts. AuctionWagon's software continues to be a widely used by commercial business users doing business on eBay. To learn more, please visit our website at www.auctionwagon.com. 4 AUCTION BOULEVARD (AB) On September 14, 2005, Net2Auction, Inc. executed an Asset Purchase Agreement with Netelectronics.com and Jake Ptasznik, the sole shareholder of the Netelectronics.com, for the assets of Netelectronics.com and trade name, Auction Boulevard, Inc., ("ABI"). Auction Boulevard, conducts sales on eBay for customers who drop-off items at Auction Boulevard's place of business. The Agreement called for a payment of $45,000 in cash, with an additional issuance of 17,177 shares of Net2Auction common stock valued at $0.49 per share, to Jake Ptasznik. For more information, please visit www.auctionboulevard.com. BIZAUCTIONS, INC., FORMERLY KOOTENAI CORP. (BZCN) On June 27, 2006, Net2Auction acquired control of Kootenai Corp. through the purchase of Fifty Million (50,000,000) shares of common stock from the majority shareholder of Kootenai Corp. for, One Hundred Seventy Thousand ($170,000) US dollars. Kootenai Corp. later acquired BizAuctions Corp., from Net2Auction, Inc., for the issuance of Fifty Million (50,000,000) shares of common stock and Twelve Million (12,000,000) shares of Preferred stock. Subsequent to the acquisition of BizAuctions Corp., Kootenai Corp. changed its name to BizAuctions, Inc. BizAuctions, Corp., is a wholly-owned subsidiary of BizAuctions, Inc. BizAuctions is a publicly traded company which trades on the Pink Sheets under the symbol of BZCN. BizAuctions, Inc. is a prime provider of commercial eBay liquidation services for excess inventory, overstock items, and merchandise that has been returned to the retailer. BizAuctions clients include some of the Nation's leading retail names at the forefront of their industries. BizAuctions is listed as an "eBay Trading Assistant," with a Power Seller rating, and has accumulated in excess of 5,000 positive feedbacks on eBay with a 99% positive feedback rating. To learn more, please visit our website at www.bizauctions.com. ROBOSERVER SYSTEMS CORP. (RBSY) On May 18, 2004, the Company's subsidiary, Self-Serve Technologies, Inc. ("SSTI"), purchased software and hardware system and self-serve system called Point of Sales ("POS") from Curtis Chambers, a software engineer and the owner and developer of the POS system, for twenty-five million (25,000,000) shares of the Company's restricted stock. As part of this transaction, Mr. Chambers assumed the position of Lead Developer with Self-Serve Technologies, Inc. On August 26, 2004, the Company entered into an agreement whereby it sold 100% of its interest in its subsidiary, Self-Serve Technologies, Inc. to RoboServer. In exchange, RoboServer issued to the Company, 25,000,000 shares of RoboServer, common stock and 6,500,000 shares of RoboServer, preferred stock. The Company acquired approximately 99% of the RoboServer voting rights through the exchange. (See page 10 for current ownership.) As the Company's subsidiary, RoboServer is now developing the Company's self-serve kiosk application and point of sale technologies. RoboServer shares are quoted on the pink sheets under the stock symbol "RBSY." For more information, please visit www.roboservercorp.com. The POS system offers a fully integrated system that includes all accounting features with emphasis on management tools/menus that offer various specialized reports for inventory and labor control. The self-serve system is a specialized application whereby, utilizing the POS software in a Kiosk application that allows management the flexibility of reducing staffing requirements thus lowering the labor expenses for the restaurant. This application also allows the customer to order the food as well as pay in a much faster time period and reduces the possibility of creating incorrect orders. The POS software and hardware system have been in commercial use since 2001 in southern California. Since the acquisition of the POS system and self-serve systems RoboServer has concentrated its development on the RoboServer self-serve kiosk application to the fast-food and full service restaurant industries. RoboServer's self-serve systems are designed to work like ATM machines, allowing customers to quickly and easily place orders, pay, and go. Industry estimates and market observations show that self-serve technologies can cut customer waiting time by as much as 33%. RoboServer kiosks can be installed in any restaurant in the United States. RoboServer also provides customers with custom software to allow the customer to operate the kiosk with optimum efficiency. To provide our customers with a custom software solution, RoboServer has partnered with a leading kiosk software development company, St. Clair Interactive Systems. St. Clair provides our customers with leading edge technology and online monitoring systems. RoboServer has also partnered with Renaissance Systems, a leading technology company. Our partnership with Renaissance allows RoboServer to undertake any and all customer projects regardless of the size and scope. By utilizing products from these two software companies allows RoboServer to customize our customer's menus in much less time? As a result of these efficiencies and options, we are now able to greatly expand our market with profitable sales from small single store business while trying to achieve profits without having to do enormous volumes to cover the software development cost. We no longer have to depend on winning the very crowded large franchise stores where the competition is so tight. RoboServer kiosks are manufactured by KIS Kiosks. RoboServer's partnership with KIS allows us to offer the competitive pricing and top quality hardware products available. The market for RoboServer's point-of-sale and self-serve technologies is increasing rapidly. Business owners are seeking out self-serve kiosks to allow such owners to provide more efficient services to their customers as well as reduce labor costs. Other partners include Pro-Tech Inc. which is RoboServer's supplier for outdoor kiosks. Current negotiations are in progress with Team Research in Taiwan for mass production of the two- side "Assisted Server", which is RoboServer's newest product. Business owners also expressed a need to migrate customers to self-service without losing contact with them, thus, RoboServer is the first to market with the Assisted Server to accomplish that. The assisted server can be used as self-service, assisted service or counter service since the unit has two screens, one facing the customer and a mirrored screen facing the cashier/counter helper. Businesses are very excited about the "Assisted Server," because it is a natural progression from traditional POS line ordering to self-service. RoboServer has installed two (2) of its pilot self-serve units in two (2) different fast-food franchisees, with the first installation at Angelo's Burgers in Encinitas, CA, and the second installation at Dairy Queen in Oceanside, CA. The Angelo's Burgers installation was completed in the fall of 2005, and the Dairy Queen in the spring of 2006. Since the installation of the pilot self-serve free-standing kiosk in Dairy Queen, RoboServer has installed a 2nd model, a counter-top self-serve unit in the fall of 2006. RoboServer will be installing the "Assisted Server" for a pilot test in the Oceanside DQ in the 2nd quarter and full rollouts of the new 2-sided units will follow shortly thereafter. RoboServer continues to receive numerous inquiries from some of the leading fast-food chains for the RoboServer self-serve kiosks. Self-Serve Technologies, Inc. is a wholly-owned subsidiary of RoboServer and is the entity that has performed all of the research, development, and modifications since the POS software and self-serve technologies were acquired on or about May 15, 2004. To learn more, please visit our website at www.roboservercorp.com. 5 VOIPCOM USA, INC. (VCMU) On April 15, 2005, the Company acquired 23,000,000 shares or approximately 97% of the outstanding voting common stock, of VoIPCOM USA, Inc. ("VCMU"). VoIPCOM USA, Inc., currently has minimal operations, its capital structure and broad base of shareholders position it as a viable entity that is searching for revenue generate assets to be acquired for the Company. The acquisition was made pursuant to a certain Share Purchase Agreement, dated April 15, 2005, between the Company and BBG, Inc. The purchase price for the Shares was $80,000, with the purchase being treated as an investment in subsidiaries. The Company has not decided what course of action it will undertake with VoIPCOM USA, Inc. however, the Company is considering reselling the shares or placing assets into VoIPCOM USA, Inc. The Company's common stock is quoted on the pink sheets under the stock symbol "VCMU". For more information, see www.voipcomusa.com. On April 12, 2005, the Company executed a promissory note (the "Note") to CIDA Asset Management for $80,000. The Note was executed to obtain funds to finance the purchase price for the VoIPCOM USA, Inc. shares in relation to the Stock Purchase Agreement. The Note accrues interest at the rate of prime plus three percent, and all unpaid principal and interest shall be payable on or before November 12, 2005. The note has conversion rights into VoIPCOM USA, Inc. common stock. The note was extended on November 4, 2005 through November 4, 2006, and has been extended through November 4, 2007. The note is guaranteed by the Company. EAGLERIDER DE CANCUN/449/WDHQ San Diego, California-based 449 Corporation ("449") and WDHQ Corporation ("WDHQ") operate EagleRider De Cancun ("ERDC") franchises, which provides for the rental of Harley Davidson motorcycles and recreational equipment. EagleRider is the only company exclusively licensed by Harley Davidson Motor Corporation to rent Harley Davidson Motorcycles. On September 17, 2004, the Company and Donald Herborn executed a stock purchase agreement whereby the Company acquired a 40% interest in 449 and WDHQ Corporation for 3,000,000 shares of the Company's common stock and $60,000 cash. On March 23, 2005, the Company announced the signing of a joint venture agreement with ERDC. Subsequently, the Company terminated the joint-venture agreement with ERDC, and on April 22, 2005, entered into a Stock Purchase Agreement with Don and Charlene Swedo whereby the Company sold its 40% interest in both 449 and WDHQ for a total purchase price of $55,000. The Corporate structure for the ownership of the common stock of each of the Company's subsidiaries is listed in the following chart and is effective as of December 31, 2006. CORPORATE CHART FOR SUBSIDIARY OWNERSHIP OF ITS COMMON STOCK

CORPORATE CHART FOR SUBSIDIARY OWNERSHIP UPON CONVERSION OF PREFERRED OR SUPERVOTING PREFERRED STOCK

COMPLIANCE WITH SARBANES-OXLEY ACT OF 2002 Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act of 1934 are recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Securities Exchange Act of 1934, is accumulated and communicated to management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosures. Pursuant to section 906 of the Sarbanes-Oxley Act of 2002, (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the Company and its Officers believe the Form 10-KSB/A for year-ended December 31, 2006, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in this Form 10- KSB fairly presents, in all material respects, the financial condition and results of operations of the Company. INHERENT RISK FACTORS An investment in the common stock of the Company is risky. The common stock of the Company inherently involves a high degree of risk, and you should carefully consider the possibility that you may lose your entire investment. Given this possibility, we encourage you to evaluate the following risk factors and all other information contained in this report, public disclosures and other filing by the Company with the SEC before buying the common stock of the Company. Any of the following risks, alone or together, could adversely affect our business, our financial condition, or the results of our operations, and therefore the value of your common stock. RISKS RELATED TO COMPANIES BUSINESS There is substantial doubt about the Company's ability to continue as a going concern due to insufficient revenues to cover our operating costs, which means that we may not be able to continue operations unless we obtain additional funding. Our independent auditors added a going concern qualification to their report issued in connection with their audit of our December 31, 2006 and 2005 financial statements. The auditors noted in their report the Company has generated significant losses from operations, had an accumulated deficit of ($21,659,338) and a working capital deficit of ($1,662,070) as of December 31, 2006. These factors, raised by the auditors, give substantial doubt about the Company's ability to continue as a going concern. These general conditions have continued through the first quarter of 2007, resulting in additional deficits in the operations of the Company. Management anticipates the Company will incur net losses for the year end results of December 31, 2007. To the extent the Company does not generate additional revenue from its existing operations, obtain additional funding, that its stock price does not increase, that additional adjustments are not made to decrease operating expenses do not occur, then the Company may not have the ability to continue as a going concern. The financial statements which accompany this filing do not include any adjustments that might result from the outcome of this uncertainty. RISKS RELATED TO INVESTMENT The Company expects the price of its common stock to be volatile. As a result, investors could suffer greater market losses in a down market than they might experience with a more stable stock. Volatility in our stock may also increase the risk of having to defend a securities class action suit, which could be expensive and divert management's attention from managing the Company's operating businesses. The market price of the Company's common shares has been subject to wide fluctuations in response to several factors, such as: - - Significant dilution - - Actual or anticipated variation in the results of operations - - Announcements of acquisitions - - Changes in the areas of operations of the company The stock market generally, has experienced extreme price and volume fluctuations that are often unrelated and disproportionate to the operating performance of a particular company. These market fluctuations, as well as general economic, political and market conditions such as recessions or interest rate or international currency fluctuations, may adversely affect the market for the common stock of the company. In the past, class action litigation has often been brought against companies after periods of volatility in the market price of their securities. If such a class action suit is brought against the Company it could result in substantial costs and a diversion of management's attention and resources, which would hurt business operations. Our stock value is dependent on our ability to generate net cash flows. A large portion of any potential return on our common stock will be dependent on our ability to generate net cash flows. If we cannot conduct our operations at a net profit, there will be no return on shareholders' equity, and this could result in a loss of share value. No assurance can be given that we will be able to operate at a net profit now or in the future. Our stock may be subject to significant restrictions on resale due to federal penny stock regulations. Our stock differs from many stocks because it is a penny stock. The Securities and Exchange Commission ("SEC") has adopted a number of rules to regulate penny stocks. These rules require that a broker-dealer, prior to entering into a transaction with a customer, must furnish certain information related to the penny stock. The information that must be disclosed includes quotes on the bid and offer, any form of compensation to be received by the broker in connection with the transaction, and information related to any cash compensation paid to any person associated with the broker-dealer. These rules may affect your ability to sell our shares in any market that may develop for the Company's stock. Should a market for our stock develop among dealers, it may be inactive. Investors in penny stocks are often unable to sell stock back to the dealer that sold it to them. The mark-ups or commissions charged by broker-dealers may be greater than any profit a seller can make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold it to them. In some cases, the stock value may fall quickly. Investors may be unable to gain any profit from any sale of the stock, if they can sell it at all. Potential investors should be aware that, according to the SEC Release No. 34- 29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. These patterns include: - - control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; - - manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; - - boiler room practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; - - excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and - - the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. Investors must contact a broker-dealer to trade Over-the-Counter Bulletin Board (OTC:BB) securities. As a result, you may not be able to buy or sell our securities at the times you may wish. Even though our securities are quoted on the "OTCBB" that may not permit our investors to sell securities when and in the manner that they wish. Because there are no automated systems for negotiating trades on the "OTCBB", they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. When investors place market orders to buy or sell a specific number of shares at the current market price it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and its execution. REPORTS TO SECURITY HOLDERS We are not required to deliver an annual report to security holders and do not plan to send a copy of the annual report to them. If we choose to create an annual report, it will contain audited financial statements. We intend to file all required information with the SEC. We plan to file with the SEC our Forms 10-KSB/A, 10-QSB and all other forms that are or may become applicable to us. The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We have filed all statements and forms with the SEC electronically, and they are available for viewing or copy on the SEC's Internet site, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address for this site is http://www.sec.gov. COMPETITION We compete with several business overstock liquidation companies, some independent and others large private and public companies with substantial resources and resale contracts. We also compete with substantially larger companies to supply self-service and assisted server technology to QSR, fast food and fast casual markets. The self service market is competitive, particularly in the fast food industry. We compete with substantially larger companies for the markets that fit within our business plan. Some of these companies are national or regional companies with far greater resources than ours. The presence of these competitors may significantly impede our business growth or survival. The business overstock liquidation market is competitive, particularly when dealing with large national retailers. We compete with a multitude of different companies for the business and markets that fit within our business plan. Some of these companies are national or regional companies with greater resources than ours. Others are smaller with a single storefront location for resale of liquidated products. The presence of some of these competitors may significantly impede our business growth or survival. The Company's ability to generate enough revenue to operate profitably is dependent on the ability to attract both large and small retailers with overstock and returned items for liquidation and not restocking. Our ability to satisfy fixed operating costs associated with our business could be seriously affected by any rise in expenses such as: lease costs, shipping, warehousing, insurance, internet listing fees and general overhead costs. While we can negotiate costs and pass on to others, some of these costs should they occur, impedes our ability to compete with larger competitors, more established regional competitors. The Company may expand into markets in areas outside where the company has no experience and where our contracts lead and into areas outside of our current operations. The Company may expand outside the area of its current focus as contracts are secured and appropriate opportunities arise. Some of the risks in operating in new market areas would include: a lack of market knowledge and understanding of the local economies, higher lease costs, an inability to identify promising development opportunities, an inability to obtain qualified development and maintenance personnel, and a lack of familiarity with local government and permitting procedures. Any of these factors could cause the Company to incur costs greater than anticipated and limit the success of any expansion opportunity that may be undertaken, which would reduce the Company's profitability and limit its growth. ITEM 2. DESCRIPTION OF PROPERTY The Company's corporate offices consist of two offices with approximately 510 sq. ft., and are located at 3440 E. Russell Rd., Ste. 217, Las Vegas, Nevada 89120. The offices are subject to a six (6) month lease with an option to renew for an additional six (6) months at $985 per month, and a six (6) month lease for the second office at $868 per month, respectively. The engineering and sales office of RoboServer Systems and Self-Serve Technologies lease ended on September 30, 2006, which had been located in Carlsbad, California 92008. RoboServer moved its engineering and sales office from the Carlsbad location to the office/warehouse previously occupied by Net2Auction consisting of approximately 980 sq. ft. of office space and1100 sq. ft. of warehouse. The office/warehouse is located at 10979 San Diego Mission Rd., San Diego California 92108, and is being subleased from Net2Auction for $.995 cents per sq. ft. Net2Auction's subsidiary, AuctionWagon, Inc.'s management and sales field offices consist of approximately 2,100 sq. ft. of office and warehouse space, and are located at 10969 San Diego Mission Rd., San Diego, California, 92108. The office/warehouse is being subleased from Net2Auction at approximately, $1.07 per sq. ft. with the lease running through August 31, 2008, and at the following monthly prices; 10979 San Diego Mission Rd., office from October 1, 2006 through September 30, 2007 is $2,011.04, per month. 10969 San Diego Mission Rd., office from September 1, 2005 through August 31, 2008 is $2,268.99, per month. Net2Auction and its subsidiary, BizAuctions, Inc., moved its office/warehouse to 1510 Corporate Center Drive, San Diego, California, 92154 on or about August 27, 2006. Net2Auction entered into a Lease Agreement ("Lease") with Mars Enterprises, Inc. for the premises located at 1510 Corporate Center Drive, San Diego, California, 92154. The premise governed by the lease is a freestanding industrial office-warehouse space consisting of approximately 20,193 square feet. The Lease term is three (3) years and three (3) months and the Lease will terminate on October 17, 2009, with an option for an additional two (2) years, and at the following monthly prices; 1510 Corporate Center Drive from July 18, 2006 through July 31, 2007 is $12,115.80 with cam charges of $3,231, per month. 1510 Corporate Center Drive from August 1, 2007 through July 31, 2008 is $12,540 with cam charges of $3,231, per month. 1510 Corporate Center Drive from August 1, 2008 through October 17th, 2009 is $12,979 with cam charges of $3,231, per month. Option Years 1510 Corporate Center Drive from October 17, 2009 through October 17, 2010 is $13,433 with cam charges of $3,231, per month. 1510 Corporate Center Drive from October 17, 2010 through October 17, 2011 is $13,903 with cam charges of $3,231, per month. The Lease was guaranteed by Delmar Janovec and Brent Crouch. 6 ITEM 3. LEGAL PROCEEDINGS The following litigation involves the Company and its subsidiaries all of which have been resolved or have entered into settlement agreements. The Company is unaware of any pending legal proceedings against the Company, its directors or officers. American Factors Group, L.L.C., ("AFG") vs. AmeriResource Technologies, Inc., et al. This case was filed in the United States District Court, District of New Jersey, Case Number 3:97cv01094(GEB). In February 2000, the parties stipulated to the dismissal of certain claims in this suit with prejudice. This stipulation dismissed all of the claims in this suit except for the claims against defendants Rod Clawson, Michael Cederstrom and Tim Masters. These remaining claims were resolved pursuant to a Settlement Agreement, which has been subsequently amended. The Settlement Agreement provided for the payment by the Company and Delmar Janovec of certain obligations and judgments entered against the defendants. The Company and Delmar Janovec, and AFG entered into a Settlement Agreement on March 27, 2006, which has been subsequently amended on March 14, 2007, for full settlement of the existing debt pursuant to the following terms: Whereas, as of March 26, 2006, the total debt owed to AFG by AMRE and Janovec equaled about $646,312.63 ("Debt"); and Whereas, the Parties entered into a Settlement Agreement on March 27, 2006 and reduced the amount due to $350,000; and Whereas, Janovec and AMRE made payments of $50,000 and $100,000 pursuant to the agreement, and AMRE restricted common stock were issued; and Whereas, the remaining payments totaling $200,000 as specified in the Agreement were not made timely; and Whereas, Janovec and AMRE desire to proceed forward with the settlement of the Debt, pursuant to the terms and conditions described herein, and for the consideration set forth herein; and 1.1 AFG, AMRE, and Janovec agree that the Debt at March 13, 2007, will be modified to $220,000, and paid in accordance with the following terms; (a.)AFG will receive a cash payment of $48,000 from AMRE and Janovec to be wired on or before March 20, 2007. Funds were wired on March 20, 2007. (b.)AFG will receive the final payment of $172,000 from AMRE and Janovec, by wire, on or before June 15, 2007. In exchange for the above payment, AFG hereby agrees to release and forever discharges AMRE and Janovec from any liability connected to the debt, and will cause the necessary documents to be filed with the appropriate courts to release the judgments and/or liens against AMRE and Janovec. If AMRE fails to make the payments above, then the agreement will become void, and any payments will go to reduce the original note. For additional information regarding the AFG, AMRE, and Janovec Settlement Agreements, can be viewed under the Company's 8-K filing on March 31, 2006, and as an Exhibit 10.1 to the Company's Form 10KSB filed on April 15, 2005, on the Securities and Exchange Commission's website at www.sec.gov. David Stark, Plaintiff vs. Net2Auction, Inc., a Delaware corporation, Net2Auction Corporation, a Nevada corporation, Delmar Janovec, an individual, Justin Keener, an individual, and Kevin Woltjen, an individual, and d/b/a Woltjen Law Firm. The plaintiff filed a complaint on March 28, 2006, in the Superior Court of California, San Diego County, Case No. 862855, against the defendants for breach of contract, fraud, promise made without intent to perform, conspiracy, and breach of implied covenant of good faith and fair dealing, misrepresentation, negligent misrepresentation of fact relating to compensation earned by Stark under a consulting agreement entered into between Stark and the Company. Stark is seeking injunctive relief and compensatory, punitive, and general damages against the Company. The Company denied all allegations in the complaint and vigorously defended its position on the matter with the Party's reaching a settlement outside of the Courts on or about May 24, 2006. The settlement was reached with the Plaintiff, the Company, and Delmar Janovec on or about May 24, 2006, whereby the Plaintiff was allowed to retain the stock issued to him as a consultant and sell the stock pursuant to the regulations governed by Rule 144. Defendants, Kevin Woltjen and Justin Keener, were dismissed with prejudice from the lawsuit, as there were insufficient grounds for the original claims made against Woltjen and Keener. Jacques R. Behar, Plaintiff vs. AuctionWagon Inc., a California corporation; The plaintiff filed a complaint in Superior Court of California, County of Los Angeles, Beverly Hills Courthouse, West District, Case Number, 05C00539. The complaint was filed for the collection of fees associated for accounting services in the approximate amount of $9,115.28, plus any and all court fees, that were alleged to have been provided by the plaintiff on or about March 21, 2005. The Company and the Plaintiff reached a settlement agreement on or about August 30, 2006, for $2,700, in cash, and the issuance of 3,800 shares of Net2Auction common restricted stock as full and final settlement with the Plaintiff. The Settlement calls for a Dismissal in Court, without prejudice, for the Company, Josh MacAdam, and David MacAdam. 7 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters conducted whereby requiring the submission of matters to a vote of the Security Holders, during calendar year, 2006. PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's Common Stock is traded on the OTC Bulletin Board under the symbol "AMRE". The Common Stock had traded under the symbol "ARES" until the Company's shareholders effected a reverse stock split on or about December 17, 2004. The table below sets forth the high and low sales prices for the Company's Common Stock for each quarter of 2006, and 2005, which have been adjusted to reflect the December 17, 2004 reverse stock split of one-for-forty (1-for-40). The quotations below reflect the reverse stock split of the Company's Common Stock and inter-dealer prices without retail markup, markdown or commission. The quotations may not represent actual transactions: Year Quarter High Low 2006 First $0.1850 $0.0080 Second $0.0120 $0.0035 Third $0.0288 $0.0008 Fourth $0.0189 $0.0048 Year Quarter High Low 2005 First $0.0500 $0.0100 Second $0.2350 $0.0100 Third $0.0690 $0.0200 Fourth $0.0290 $0.0100 8 Shareholders The Company is authorized to issue Three Billion (3,000,000,000) shares of Common Stock and Ten Million (10,000,000) shares of preferred stock ("Preferred Stock"). As of March 31, 2007, there were approximately 1,256 shareholders of record holding a total of 448,190,671 shares of Common Stock, although management believes approximately 11,316 persons own our common stock beneficially, either of record or thru broker, bank or other nominee. Dividends on the Common Stock The Company has not declared a cash dividend on its Common Stock in the last two fiscal years and the Company does not anticipate the payment of future dividends. The Company may not pay dividends on its Common Stock without first paying dividends on its Preferred Stock. There are no other restrictions that currently limit the Company's ability to pay dividends on its Common Stock other than those generally imposed by applicable state law. Preferred Stock No trading market currently exists for the Company's preferred stock. The Company has five (5) series of Preferred Stock, A, B, C, D, and E. As of March 31, 2007, there were fifteen (15) shareholders of record of the Company's Series A Preferred Stock holding a total of 131,275 shares. As of March 31, 2007, there was one (1) shareholder of record of the Company's Series B Preferred Stock holding a total of 177,012 shares. As of March 31, 2007, there was one (1) shareholder of record of the Company's Series C Preferred Stock holding a total of 1,000,000 shares. As of March 31, 2007, there was one (1) shareholder of record of the Company's Series D Preferred Stock holding a total of 250,000 shares. As of March 31, 2007, there was zero (0) shareholders of record of the Company's Series E Preferred Stock. The Series A and B Preferred Stock may be converted by the holder into one share of Common Stock. The Series A and B Preferred Stock have liquidation value of $1.25 per share and have voting rights equivalent to one share of Common Stock. Dividends on the Series A and B Preferred Stock accrue quarterly at an annual rate of $0.125 per share. Each share of the Series C Preferred Stock may be converted into Common Stock of the Company on the basis of the stated value of the Series C Preferred Stock, $2.00 per share, divided by fifty percent (50%) of the average closing price of the Common Stock on five (5) business days preceding the date of conversion. The Series C Preferred Stock has a liquidation value of $2.00 per share and has voting rights equivalent to one share of Common Stock. Holders of the Series C Preferred Stock are not entitled to receive dividends. Each share of the Series D Preferred Stock may be converted by the holder into one share of Common Stock. The Series D Preferred Stock has a liquidation value of $0.001 per share and has voting rights equivalent to five (5) shares of Common Stock. Holders of the Series D Preferred Stock are not entitled to receive dividends. Each share of the Series E Preferred Stock maybe converted into Common Stock of the Company on the basis of the stated value of the Series E Preferred Stock, $.50 per share, divided by fifty (50%) percent of the average closing price of the Common Stock on a five (5) business days preceding the date of conversion. The Series E Preferred Stock has a liquidation value of $.50 per share and has no voting rights other then what is permitted under Delaware statues. 9 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following should be read in conjunction with our audited financial statements and related notes included elsewhere in this Form 10-KSB/A. The following discussion contains forward-looking statements. Please see the Introductory Statement in Part I for further information relating to such forward looking statements. OVERVIEW The Company currently operates as a holding company through its subsidiaries. Our operations for 2006 were conducted through our majority and wholly-owned subsidiaries, RoboServer Systems Corp., Self-Serve Technologies, Inc., Net2Auction, Inc., Net2Auction Corporation, AuctionWagon Inc., Auction Boulevard, Inc., BizAuctions, Inc., BizAuctions Corp., West Texas Real Estate Resources., and VoIPCOM USA, Inc. The Companies business strategy for this calendar year involves the continued expansion of Net2Auction and BizAuctions commercial accounts with major retailers for their overstocks, excess inventories, and merchandise that is returned to the retailer by the consumer. Net2Auction and BizAuctions purchase the merchandise for significant discounts and/or takes in the merchandise on a consignment bases for the sale of the merchandise on eBay. The Company also anticipates RoboServer Systems will receive numerous contracts from the small to medium size fast-food establishments this year for the installation of its self-serve kiosk applications as the consumer and Fast-Food businesses are beginning to move towards the self-serve technologies. Management is encouraged by the prospects of its market expansion opportunities with Net2Auctions's recently acquired subsidiary, BizAuctions, Inc., into the commercial eBay liquidation services for excess inventory, overstock items, and merchandise that has been returned to the retailer by the consumer. BizAuctions has increased its commercial accounts to 16 and combined with Net2Auction's accounts would bring the total commercial liquidation accounts to 33. Some of the accounts are with the Nation's leading retailer- wholesaler names that are at the forefront of their industries. While the commercial liquidation revenues have significantly increased, the drop-off site revenues have decreased due to the number of drop-off sites has reduced from 47 locations to 8 locations. There are an additional 25 affiliate locations that were part of the AuctionWagon acquisition in 2005. Management expects revenues to increase as the number of commercial liquidation clients are increased during this calendar year, 2007. Management has observed favorable market trends for RoboServer's self- serve kiosk application with installations of its self-serve kiosk in Angelo's Fast-Food in Encinitas, CA, and a Dairy Queen in Oceanside, CA. RoboServer has since installed a 2nd unit, a counter-top self-serve kiosk in the Dairy Queen in Oceanside during the fall of 2006. Fast-food restaurants and full service restaurants with significant carryout business are beginning to seek out self- serve technologies delivered by way of kiosks which will provide more efficient services for the customers. It is Management's belief that an ever changing and expanding market is developing for the Self-Serve kiosk technologies application. FINANCIAL CONDITION OVERVIEW The Company can sustain its cash requirements without raising additional funds for the next four months. While the Company is not currently undertaking fundraising activities, RoboServer, Net2Auction, and BizAuctions are currently engaged in fundraising activities. Further, the Company continues to settle as much debt from the balance sheet as possible. As such, the Company entered into a settlement agreement with Delmar Janovec whereby common stock was issued to Janovec in exchange for the retirements of the $1,217,773 debt, the Company owed Janovec as of December 31, 2004. The Company does expect to add a number of employees and consultants during the calendar year 2007. RESULTS OF OPERATIONS REVENUES Revenues for the fiscal year ended December 31, 2006, were $892,424 from $149,321 for the same period ended December 31, 2005. This represented an increase of $743,103 or 498% from 2005 to 2006. EXPENSES Operating expenses for the fiscal year ended December 31, 2006 and December 31, 2005, were $3,755,565 and $2,510,954, respectively. This is a $1,244,611 increase from 2005 to 2006. The increase is primarily attributed to the costs in consulting fees of $1,273,475 in 2005 to $2,150,882 for 2006, salary expenses of $100,000 in 2005 to $506,584 for 2006, and General and Administration expenses from $490,446 in 2005 to $687,792 for 2006. EXPENSES 2006 2005 - ----------------------------- --------- --------- General and Administrative 687,792 490,446 Consulting 2,150,882 1,273,475 Employee Salaries and Bonuses 506,584 100,000 Interest Expense (95,717) (120,637) Legal and Professional 410,307 411,147 OPERATING LOSS Operating loss for 2006 was $3,567,229 as compared to $2,586,936 for 2005. The increase in operating loss of $980,293 or 38% was the result of increased operating expenses related to the operations and expansion of BizAuctions, and operations of RoboServer, an increase of General and Administrative expenses from $490,446 for 2005 to $687,792 for 2006, and an increase in consulting expense from $1,273,475 in 2005 to $2,150,882 for 2006 and an increase in salaries from $100,000 in 2005, to $506,584 for 2006. NET LOSS The Company's net loss increased to ($2,331,532) in 2006 as compared to a net loss of ($2,037,576) in 2005. The increase in net loss resulted from an increase in General and Administrative and consulting expenses. LIQUIDITY AND CAPITAL RESOURCES The Company's current assets as of December 31, 2006 are $207,045. This amount is in cash, inventory, and a note receivable. Other assets and fixed assets are $697,544, and $192,358, net after depreciation, respectively. For the year-ended December 31, 2006, the Company's account payables were $208,242. The Company had notes payable to other parties in the amount of $1,464,608, and notes payable to related parties of $350,157, inclusive of accrued interest totaling $83,998. The Company plans to decrease its liabilities and increase its assets by acquiring additional income producing companies in exchange for its securities, as well as attempting to settle additional payables with equity. The Company intends to continue to improve shareholder equity by acquiring income-producing assets which are generating profits. GOING CONCERN The Company's consolidated financial statements are prepared using generally accepted accounting principles that are accepted in the United States of America. The Company has incurred cumulative losses through December 31, 2006 of ($21,659,338) with a net working capital deficit of ($1,627,070), all of which raise substantial doubt about the Company's ability to continue as a going concern. The Company has relied upon its chief executive officer, Delmar Janovec, for its capital requirements and liquidity. The Company will continue to seek alternate sources of financing to allow the Company to acquire other operating entities which may improve the Company's weak liquidity and capital resources. Additionally, the Company may continue to use its equity and resources of its chief executive officer to finance operations. However, no assurances can be provided that the Company will be successful in acquiring assets, whether revenue-producing or otherwise, or that Mr. Janovec will continue to assist in financing the Company's operations. 10 ITEM 7. FINANCIAL STATEMENTS The Company's financial statements for the fiscal year-ended December 31, 2006 are attached hereto beginning on page F-1. De Joya Griffith & Company, LLC Certified Public Accountants 2580 Anthem Village Drive Henderson, Nevada 89052 702.563.1600 (tel) 702.588.5979 (fax) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have audited the accompanying consolidated balance sheets of AmeriResource Technologies, Inc. and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statement of operations, stockholders' equity (deficit), and cash flows for years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AmeriResource Technologies, Inc. and subsidiaries as of December 31, 2006, and the results of its operations and cash flows for the years ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidating financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations, negative working capital, and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. De Joya Griffith & Company, LLC - ------------------------------- /s/ De Joya Griffith & Company, LLC Las Vegas, NV May 9, 2007 F-1

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F-5 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS AND BUSINESS COMBINATIONS AmeriResource Technologies, Inc., a Delaware corporation, was incorporated March 3, 1989 for the purpose of providing diversified civil engineering services throughout the United States, to be accomplished through acquisitions of small to mid-size engineering firms. On July 16, 1996, the Company changed its name to AmeriResource Technologies, Inc. In February 2002, the Company agreed to a 100 to 1 reverse split of the common stock. On October 27, 2004 a majority of the shareholders of the Company voted to effectuate a 40 to 1 reverse split of the common stock that became effective on December 17, 2004. These financial statements retroactively reflect the reverse split in the financial statement and these notes. A Stock Exchange Agreement was executed on September 17, 2003 and made effective on January 27, 2004 whereby the Company acquired a 40% interest in 449 Corporation ("449") and WDHQ Corporation ("WDHQ") for 10,000,000 shares of the Company's common stock and $60,000 cash. The Company paid $30,000 with the signing of the revised Stock Exchange Agreement with the balance paid on July 31, 2004. 449 and WDHQ operate a business that has four franchises located in San Diego and Palm Springs, California, St. Louis, Missouri, and Miami, Florida, as EagleRider. EagleRider provides rental of Harley Davidson motorcycles and recreational equipment. This investment was being accounted for as a non-marketable equity investment by the Company. On April 22, 2005, the Company entered into a Stock Purchase Agreement with Don and Charlene Swedo whereby the Company sold its 40% interest in both 449 and WDHQ for a total purchase price of $55,000. A Purchase Agreement was executed on May 18, 2004 whereby the Company acquired the rights to the POS software and hardware, and a self-serve application for 25,000,000 shares of R-144 common stock from Curtis Chambers, the developer and software engineer. The software is used in the restaurant and fast-food industry to allow customers to place their own orders thereby reducing labor expense for the business and offers a variety of improved management reports for the business owners. The POS Self-Serve kiosk application has been installed in two different Fast- Food chains and in the fall of 2005, the Company began marketing the product to other potential customers. On August 26, 2004, the Company entered into an agreement whereby it sold its 100% ownership interests in its subsidiary, Self-Serve Technologies, Inc., to RoboServer Systems Corp. In exchange, RoboServer Systems Corp. transferred to the Company 25,000,000 shares of RoboServer Systems Corp. common stock and 6,500,000 shares of RoboServer Systems Corp. Super Voting Preferred Stock. The Super Voting Preferred stock was subsequently issued to an officer and director of the Company, and a consultant for services rendered in connection with the transaction. Following the transaction, the Company owns less than 50% of the voting common stock rights however through the common ownership of the Super- Voting Preferred stock gives the Company approximately 76.2% control in RoboServer Systems Corp. RoboServer Systems Corp. is a developer of self-serve kiosks and point- of-sale technologies such as the self-serve kiosk applications and order stations for use by the fast-food industry and restaurants. The purchase is accounted for on a cost basis and its stock ownership as a consolidation. On December 2, 2004, the Company entered into an agreement whereby, it sold all of its 100% interest in its subsidiary, Net2Auction Corporation, to Net2Auction, Inc. In exchange, Net2Auction, Inc. transferred to the Company 25,000,000 shares of Net2Auction, Inc. Common Stock and 6,500,000 shares of Net2Auction, Inc. SuperVoting Preferred Stock. Following the transaction, the Company owns approximately 99.1% of the voting rights in Net2Auction, Inc. Net2Auction, Inc. is a licensed and authorized reseller to eBay where it operates online auctions and has established drop-off locations with strategic partnerships that allow customers to make money by selling their surplus possessions while saving them time with no hassles. F-6 On September 30, 2005, the Company's subsidiary, Net2Auction, Inc. executed a Stock Exchange Agreement with AuctionWagon Inc.'s shareholders, whereby AuctionWagon shareholders transferred to Net2Auction, Inc. 100% of the outstanding common stock of AuctionWagon in exchange for 1,825,000 shares of Net2Auction, Inc.'s common stock. AuctionWagon is engaged in the business of providing software design and product development for businesses that are in the business of selling merchandise on eBay. Net2Auction, Inc. provided AuctionWagon, Inc. shareholders a Price Protection on the Net2Auction shares in the event the share price is below the share price of its common stock at the close of trading on October 6, 2007, Net2Auction will issue within thirty days following the October 6, 2007 date, an additional one million ninety-five thousand (1,095,000) shares of Net2Auction, Inc.'s common stock to be distributed to the AuctionWagon shareholders pro rata. On September 14, 2005, the Company's subsidiary, Net2Auction, Inc. executed an Asset Purchase Agreement with Netelectronics.com and Jake Ptasznik, the sole shareholder of the Netelectronics.com, for the assets of Netelectronics.com and trade name, Auction Boulevard, Inc. Auction Boulevard, like Net2Auction, conducts sales on eBay for customers who drop off items at Auction Boulevard's place of business. The Agreement called for a payment of $45,000 in cash, with an additional issuance of 17,177 shares of Net2Auction, Inc. common stock valued at $0.49 per share, to Jake Ptasznik. On April 15, 2005, the Company acquired 23,000,000 shares (the "Shares"), or approximately 97% of the outstanding voting common stock, of VoIPCOM USA, Inc. ("VCMU"). VoIPCOM USA, Inc. currently has minimal operations; its capital structure and broad base of shareholders position it as a viable entity that is searching for revenue generating assets to be acquired for the Company. The acquisition was made pursuant to a certain Share Purchase Agreement, dated April 15, 2005, between the Company and BBG, Inc. The purchase price for the Shares was $80,000.00, with the purchase being treated as an investment in subsidiaries. The Company has not decided what course of action it will undertake with VoIPCOM USA, Inc. however, the Company is considering reselling the shares or placing assets into VoIPCOM USA, Inc. The Company's common stock is quoted on the pink sheets under the stock symbol "VCMU". For more information, please see www.voipcomusa.com. On April 12, 2005, the Company executed a promissory note (the "Note") to CIDA Asset Management for $80,000. The Note was executed to obtain funds to finance the purchase price for the VoIPCOM USA, Inc. shares in relation to the Stock Purchase Agreement. The Note accrues interest at the rate of prime plus three percent, and all unpaid principal and interest shall be payable on or before November 12, 2005. The note has conversion rights into VoIPCOM USA, Inc. common stock. The note was extended on November 4, 2005 through November 4, 2006, which has been extended until November 4, 2007. The note is guaranteed by the Company. On June 27, 2006, Net2Auction acquired control of Kootenai Corp. through the purchase of Fifty Million (50,000,000) shares of common stock from the majority shareholder of Kootenai Corp. for, One Hundred Seventy Thousand ($170,000) US dollars. Kootenai Corp. later acquired BizAuctions Corp., from Net2Auction, Inc., for the issuance of Fifty Million (50,000,000) shares of common stock and Twelve Million (12,000,000) shares of Preferred stock. Subsequent to the acquisition of BizAuctions Corp., Kootenai Corp. changed its name to BizAuctions, Inc. BizAuctions, Corp., is a wholly-owned subsidiary of BizAuctions, Inc. BizAuctions is a publicly traded company which trades on the Pink Sheets under the symbol of BZCN. F-7 BizAuctions, Inc. is a prime provider of commercial eBay liquidation services for excess inventory, overstock items, and merchandise that has been returned. BizAuctions clients include some of the Nation's leading retail names at the forefront of their industries. To learn more, please visit our website at www.bizauctions.com. BASIS OF PRESENTATION The accompanying financial statements have been prepared in conformity with principles of accounting applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has incurred continuing losses and has not yet generated sufficient working capital to support its operations. The Company's ability to continue as a going concern is dependent, among other things, on its ability to reduce certain costs, and its obtaining additional financing and eventually attaining a profitable level of operations. It is management's opinion that the going concern basis of reporting its financial condition and results of operations is appropriate at this time. The Company plans to increase cash flows and to take steps towards achieving profitable operations through the merger with or acquisition of profitable operations. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the combined accounts of AmeriResource Technologies, Inc., West Texas Real Estate & Resources', Inc., Net2Auction, Inc., Net2Auction Corporation, AuctionWagon, Inc., Auction Boulevard, BizAuctions, Inc., BizAuctions Corp., and RoboServer Systems Corp., Self- Serve Technologies, Inc., and VoIPCOM USA, Inc. All material intercompany transactions and accounts have been eliminated in consolidation. RECLASSIFICATIONS: Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. These reclassifications had no effect on the previously reported net loss. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. In these financial statements assets and liabilities involve extensive reliance on management's estimates. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS For the purpose of the statement of cash flows, the Company considers currency on hand, demand deposits with banks or other financial institutions, money market funds, and other investments with original maturities of three months or less to be cash equivalents. F-8 REVENUE RECOGNITION The Company recognizes revenue on the accrual basis, records income as earned, and recognizes expenses as incurred. PROPERTY, PLANT AND EQUIPMENT Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the terms of the capitalized lease, whichever is less. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. We evaluate our property and equipment and other long-lived assets for impairment in accordance with SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". For assets to be disposed of, we recognize the asset to be sold at the lower of carrying value or fair market value less costs of disposal. Fair market value for assets to be disposed of is generally estimated based on comparable asset sales, solicited offers or a discounted cash flow model. For assets to be held and used, we review fixed assets for impairment whenever indicators of impairment exist. If an indicator of impairment exists, we compare the estimated future cash flows of the asset, in an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured based on the fair value compared to carrying value, with fair value typically based on a discounted cash flow model. Our consolidated financial statements reflect all adjustments required by SFAS 144 as of December 31, 2006. Related depreciation and amortization expense for the years ended December 31, 2006, and 2005, were $64,190 and $22,836, respectively. GOODWILL AND OTHER INTANGIBLES In accordance with SFAS 142, "Goodwill and Other Intangible Assets", we test for impairment of goodwill annually using the Income Approach, which focuses on the income-producing capability of the respective property during the fourth quarter of each fiscal year. The underlying premise of this approach is that the value of an asset can be measured by the present worth of the net economic benefit (cash receipts less cash outlays) to be received over the life of the subject asset. The steps followed in applying this approach include estimating the expected after- tax cash flows attributable to the respective property and converting these after-tax cash flows to present value through discounting. The discounting process uses a rate of return, which accounts for both the time value of money and investment risk factors. The present value of the after-tax cash flows is then totaled to arrive at an indication of the fair value of the assets. If the fair value of the assets exceeds the carrying value, then impairment is measured based on the difference between the calculated fair value and the carrying value. Our consolidated financial statements reflect all adjustments required by SFAS 142 as of December 31, 2006. INTANGIBLE ASSETS Intangible assets consist of the following: RoboServer patentable technologies, software, and processes totaling $128,997 less accumulated amortization of $17,976 are being amortized over 15 years. Net2Auction acquired businesses (AuctionWagon, and Auction Blvd.) and a subsidiary (BizAuctions). Those purchases included a covenant not-to- compete of $40,000 less accumulated amortization of $17,858 amortized over its life of 3 years, and Goodwill of $459,321. AmeriResource acquired a subsidiary (VoIPCOM USA, Inc.) that included goodwill of $80,000. INCOME TAX For the years ended December 31, 2006 and 2005, the Company elected to file a consolidated tax return and the income tax provision is on a consolidated basis. Prior to 1992, the subsidiaries filed separate corporate returns. Effective January 1, 1993, the Financial Accounting Standards Board (FASB) issued FASB No. 109, "Accounting for Income Taxes". FASB No. 109 requires that the current or deferred tax consequences of all events recognized in the financial statements be measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. There was no impact from the adoption of this standard. Deferred income taxes are provided for temporary differences in reporting income for financial statement and tax purposes arising from differences in the methods of accounting for construction contracts and depreciation. LOSS PER COMMON SHARE Loss per common share is based on the weighted average number of common shares outstanding during the period. Options, warrants and convertible debt outstanding are not included in the computation because the effect would be anti-dilutive. F-9 RECENT ACCOUNTING PRONOUNCEMENTS In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments ("SFAS No. 155"), which amends Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133") and Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities ("SFAS No. 140"). SFAS No. 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or hybrid financial instruments containing embedded derivatives. We expect the adoption of SFAS 155 to have a material impact on its consolidated financial position, results of operations or cash flows. In March 2006, the FASB issued Statement of Financial Accounting Standards No. 156, Accounting for Servicing of Financial Assets ("SFAS No. 156"), which amends FASB Statement No. 140 ("SFAS No. 140"). SFAS 156 may be adopted as early as January 1, 2006, for calendar year-end entities, provided that no interim financial statements have been issued. Those not choosing to early adopt are required to apply the provisions as of the beginning of the first fiscal year that begins after September 15, 2006 (e.g., January 1, 2007, for calendar year-end entities). The intention of the new statement is to simplify accounting for separately recognized servicing assets and liabilities, such as those common with mortgage securitization activities, as well as to simplify efforts to obtain hedge-like accounting. Specifically, the FASB said FAS No. 156 permits a servicer using derivative financial instruments to report both the derivative financial instrument and related servicing asset or liability by using a consistent measurement attribute, or fair value. We do not expect the adoption of SFAS 155 to have a material impact on its consolidated financials, results of operations or cash flows. In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109" (FIN 48), which clarifies the accounting for uncertainty in tax positions. This Interpretation requires that we recognize in our financial statements the benefit of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provision's of FIN 48 become effective as of the beginning of our 2008 fiscal year, with the cumulative effect of the change in accounting principle record as an adjustment to opening retained earnings. We are currently evaluating the impact that FIN 48 will have on our financial statements. In September 2006, the FASB issued SFAS No. 157 "Fair Value Measurements". SFAS NO. 157 defined fair values established a framework for measuring fair value in generally accepted accounting principles and expand disclosure about fair value in generally accepted accounting principles and expand disclosure about fair values. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within these fiscal years. Management believes that the adoption of SFAS No. 157 will not have a material impact on the consolidated financial results of the Company. In September 2006, the Securities and Exchange Commission issued State Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" (SAB 108), which addresses how to quantify the effect of financial statement errors. The provisions of SAB 108 become effective as of the end of our 2007 fiscal year. We do not expect the adoption of SAB 108 to have a significant impact on our financial statements. In February 2007, the FASB issued Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115" (FAS 159). FAS 159 permits companies to choose to measure many financial instruments and certain other items at fiar value that are not currently required to be measured at fair value and established s presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The provisions of FAS 159 become effective as of the beginning of our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will have on our financial statements. 2. RELATED PARTY TRANSACTIONS At December 31, 2006 and 2005, the Company had notes payable to officers, a former officer, and other stockholders. Some of the notes were retired and stock was issued in satisfaction of the notes payable. In addition, there was related interest expense incurred and accrued interest the Company paid by issuing stock. The Company also issued Super-Voting Preferred Stock in RoboServer Systems Corp. to an officer for services rendered. Delmar Janovec, an officer and president of the company, loaned $153,902 to the Company during the year ended December 31, 2006 and is recorded as a Note Payable - related party. He is also owed an additional $150,000 for accrued salary for his services for the subsidiaries ($50,000 per subsidiary) also recorded as a note payable. The note is payable on demand, and is non-interest bearing. In addition, he is owed an additional $100,000 for his salary that had been accrued during the calendar year, 2006 for the parent company. This amount is included in Accrued Expenses. In December 2005, the Company's subsidiary, Net2Auction, issued 187,000 shares of restricted common stock in Net2Auction to Brent Crouch, CFO of Net2Auction, to purchase two vans valued at $35,000. 3. NOTES RECEIVABLE Notes receivable of $6,065 from First Americans Mortgage Corp, bearing interest at the prime rate, principal and interest payable on demand. F-10 4. NOTES PAYABLE Line of Credit, dated March 25, 2007, interest is Prime plus 3%, due and payable March 25, 2008. $ 100,200 American Factors Group Settlement Agreement dated March 27, 2006, revised in March 2007. Amount payable at December 31, 2006 was $432,067. Revised to $220,000 in March 2007. Note bears interest at 18% due on June 15, 2007 $ 432,067 Note dated April 12, 2005, interest is prime plus 3% originally due on November 12, 2005, extended through November 4, 2007, convertible into 20,000,000 shares of VoIPCOM USA, Inc., common stock. $ 80,000 Note dated May, 8, 2006, interest is 10% due and Payable on May 8, 2008, convertible into RoboServer Common stock at $0.01, per share. $ 171,000 Note dated May 12, 2006, interest is 10%, due and payable on May 12, 2008, convertible into Net2Auction common stock at $0.01, per share. $ 100,000 Note dated June 28, 2006, interest is 10% due and payable on June 28, 2008, convertible into BizAuctions common stock at $0.01, per share. $ 125,000 Note dated August 7, 2006, interest is 12%, due and payable on February 7, 2007, convertible into BizAuctions common stock at $0.20, per share. Note was converted in the first quarter of 2007. $ 250,000 Note dated October 20, 2006, with note and interest of $2,000, due in 60 days. Note was paid in January of 2007. $ 100,000 Note dated November 30, 2006, note and interest due and payable in 90 days. Note was paid in January of 2007. $ 56,341 Note dated December 4, 2006, note and interest due and payable in 60 days. Note was paid in January of 2007. $ 50,000 Total notes payable $1,464,608 Less current portion (1,068,608) Long-term portion $ 396,000 ---------- Maturities of notes payable at December 31, 2006, are as follows: Year Ended December 31, - ------------ 2007 $1,068,608 2008 $ 396,000 2009 -0- Thereafter -0- ---------- F-11 5. STOCKHOLDERS' DEFICIT Common stock The Company increased its authorized shares from 1,000,000,000 to 3,000,000,000 during 2004. In December of 2004, the Company approved a 40 for 1 reverse stock split. The shares are shown after the reverse stock split. During 2006, the Company issued the following shares of common stock 1. 233,709,198 shares of common stock were issued for consulting services valued at $1,761,271. 2. 20,833,122 shares of common stock were issued for legal and professional services valued at $186,079. 3. 1,244,000 shares of common restricted stock were issued for an extension of a note valued at $20,948. During 2005, the Company issued the following shares of common stock 1. 47,167,355 shares of common stock were issued for consulting services valued at $913,031. 2. 13,865,181 shares of common stock were issued for legal and professional services valued at $277,302. 3. 2,680,000 shares of restricted common stock were issued for extension of note payable valued at $47,900. 4. 1,000,000 shares of common stock were issued as a result of options being exercised for a total of $23,000. 5. 3,703,704 shares of restricted common stock were issued pursuant to a subscription agreement in exchange for $50,000. 6. 5,000,000 shares of restricted common stock were issued in partial payment of accrued salary to an officer in the amount of $50,000. PREFERRED STOCK The Company has currently designated 10,000,000 shares of their authorized preferred stock to Series A Convertible Preferred Stock and an additional 10,000,000 shares to Series B Convertible Preferred Stock. On February 22, 2002, the Company filed a "Certificate of Designation" with the Secretary of State with the State of Delaware to designate 1,000,000 shares of its Preferred Stock as "Series C Preferred Stock." Each share of the Series C Stock shall be convertible into common stock of the Company based on the stated value of $2.00 divided by 50% of the average closing price of the Common Stock on five business days preceding the date of conversion. Each share of the outstanding Series C Preferred shall be redeemable by the Corporation at any time at the redemption price. The redemption price shall equal $2.00 per share with interest of 8% per annum. The holders of the Series C shall be entitled to receive $2.00 per share before the holders of common stock or any junior securities receive any amount as a result of liquidation. On February 22, 2002, the Company filed a "Certificate of Designation" with the Secretary of State with the State of Delaware to designate 750,000 shares of its Preferred Stock as "Series D Preferred Stock". Each share of the Series D Stock shall be convertible into one share of common stock of the Company. Each share of the outstanding Series D Preferred shall be redeemable by the Corporation at any time at the redemption price. The redemption price shall equal $.001 per share with interest of 8% per annum. The holders of the Series D shall be entitled to receive $.001 per share before the holders of common stock or any junior securities receive any amount as a result of liquidation. During the fourth quarter of 2004, the Company amended a note payable that included the issuance of a new class E preferred at the rate of one share of Series E Stock for each four shares of ARET Common Stock held by the note holder. The Series E Stock can be redeemed by the Company at the rate of $0.50 (fifty cents) per share. The Series E Stock can be converted into Common Stock at the rate of $0.50 (fifty cents) divided by the 50% f the average closing price of the Common Stock on the five business immediately preceding the delivery of notice of exercising the right of conversion. Both Series A and B preferred stock bear a cumulative $.125 per share per annum dividend, payable quarterly. The shareholders have a liquidation preference of $1.25 per share, and in addition, all unpaid accumulated dividends are to be paid before any distributions are made to common shareholders. These shares are subject to redemption by the Company, at any time after the second anniversary of the issue dates (ranging from August 1990 through December 1995) of such shares and at a price of $1.25 plus all unpaid accumulated dividends. Each preferred share is convertible, at any time prior to a notified redemption date, to one common share. The preferred shares have equal voting rights with common shares and no shares were converted in 2006. 6. INCOME TAX No current or deferred tax provision resulted as there was both an accounting and a tax loss for each of the periods presented. The primary permanent differences between tax and accounting losses are non-tax deductible penalties, losses from closure of subsidiaries and amortization of certain goodwill. Note 6 Income Tax 2006 2005 ------------ ------------ Net operating loss carry-forwards Impairment loss $21,500,000 $19,000,000 Less Valuation Allowance ($21,500,000) ($19,000,000) ------------ ------------ Balance Sheet Amounts $ 0 $ 0 The Company has available for income tax purposes, a net operating loss carry-forward of approximately $21,500,000 expiring from 2006 to 2024, including $970,000 subject to certain recognition limitations. A valuation allowance for the full amount of the related deferred tax asset of approximately $7,000,000 has not been recorded, since there is more than a 50 percent chance this will expire unused. The significant temporary differences are associated with bad debts, deferred compensation and accrued vacation. Some of the net operating losses carry-forward (approximately $14,000,000) is subject to significant recognition limitations due to the merger with Tomahawk. F-12 7. OTHER COMMITMENTS AND CONTINGENCIES The Company's subsidiaries are typically subject to various claims arising in the ordinary course of business which usually relate to claims of professional negligence or contract breaches. The Company is currently covered adequately for business insurance, auto and workmen's compensation insurance meeting the standard limits that are customary in the industry. The Company carries general liability, workmen's compensation, auto insurance, and an excess umbrella liability policy meeting the standard requirements for the Company's current operations. American Factors Group, L.L.C. vs. AmeriResource Technologies, Inc., et al. This case was filed in the United States District Court, District of New Jersey, Case Number 3:97cv01094(GEB). In February 2000, the parties stipulated to the dismissal of certain claims in this suit with prejudice. This stipulation dismissed all of the claims in this suit except for the claims against defendants Rod Clawson, Michael Cederstrom and Tim Masters. These remaining claims were resolved pursuant to a Settlement Agreement, which has been subsequently amended. The Settlement Agreement provided for the payment by the Company and Delmar Janovec of certain obligations and judgments entered against the defendants. The Company and Delmar Janovec, and AFG entered into a Settlement Agreement on March 27, 2006, which has been subsequently amended on March 14, 2007, for full settlement of the existing debt pursuant to the following terms: Whereas, as of March 26, 2006, the total debt owed to AFG by AMRE and Janovec equaled about $646,312.63 ("Debt"); and Whereas, the Parties entered into a Settlement Agreement on March 27, 2006 and reduced the amount due to $350,000; and Whereas, Janovec and AMRE made payments of $50,000 and $100,000 pursuant to the agreement, and AMRE restricted common stock were issued; and Whereas, the remaining payments totaling $200,000 as specified in the Agreement were not made timely; and Whereas, Janovec and AMRE desire to proceed forward with the settlement of the Debt, pursuant to the terms and conditions described herein, and for the consideration set forth herein; and 1.1 AFG, AMRE, and Janovec agree that the Debt at March 13, 2007, will be modified to $220,000, and paid in accordance with the following terms; (a.)AFG will receive a cash payment of $48,000 from AMRE and Janovec to be wired on or before March 20, 2007. Funds were wired on March 20, 2007. (b.)AFG will receive the final payment of $172,000 from AMRE and Janovec, by wire, on or before June 15, 2007. In exchange for the above payment, AFG hereby agrees to release and forever discharges AMRE and Janovec from any liability connected to the debt, and will cause the necessary documents to be filed with the appropriate courts to release the judgments and/or liens against AMRE and Janovec. If AMRE fails to make the payments above, then the agreement will become void, and any payments will go to reduce the original note. For additional information regarding the AFG, AMRE, and Janovec Settlement Agreements can be viewed under the Company's 8-K filing on March 31, 2006, and as an Exhibit 10.1 to the Company's Form 10KSB filed on April 15, 2005, on the Securities and Exchange Commission website at www.sec.gov. The Company's corporate offices consist of two offices with approximately 510 sq. ft., and are located at 3440 E. Russell Rd., Ste. 217, Las Vegas, Nevada 89120. The offices are subject to six (6) month leases at $868 per month, and $985 per month, respectively. The engineering and sales office of RoboServer and Self-Serve Technologies consists of approximately 2,000 sq. ft. and is located at 10979 San Diego Mission Rd., San Diego, California 92108. The office is subject to a lease that runs through September 30, 2007 at $2,011.04 per month with an option to extend for an additional one (1) year with an increase of four (4) percent. RoboServer is subleasing the office from Net2Auction at cost of the lease. 10979 San Diego Mission Rd., office from October 1, 2006 through September 30, 2007 is $2,011.04, per month. The Company's subsidiary, Net2Auction, currently subleases the second office-warehouse space at 10969 San Diego Mission Rd., San Diego, California 92108 to AuctionWagon, Inc. AuctionWagon leases approximately 750 sq. ft. of office space for $1.48 per sq. ft. on a month to month lease. The lease runs through August, 31, 2008 at $2,268.99, per month. 10969 San Diego Mission Rd., office from September 1, 2005 through August 31, 2008 is $2,268.99, per month. The Company's subsidiary, Net2Auction and its subsidiary, BizAuctions, Inc., on July 18, 2006, entered into a Lease Agreement ("Lease") with Mars Enterprises, Inc. for the premises located at 1510 Corporate Center Drive, San Diego California. The Lease term is for three (3) years and three (3) months and the Lease will terminate on October 17, 2009, with an option, for an additional two (2) years. The premise governed by the Lease is a freestanding industrial warehouse space consisting of approximately 20,193 square feet. Rent under the lease is at the following monthly prices; 1510 Corporate Center Drive from July 18, 2006 through July 31, 2007 is $12,115.80 with cam charges of $3,231, per month. 1510 Corporate Center Drive from August 1, 2007 through July 31, 2008 is $12,540 with cam charges of $3,231, per month. 1510 Corporate Center Drive from August 1, 2008 through October 17th, 2009 is $12,979 with cam charges of $3,231, per month. Option Years 1510 Corporate Center Drive from October 17, 2009 through October 17, 2010 is $13,433 with cam charges of $3,231, per month. 1510 Corporate Center Drive from October 17, 2010 through October 17, 2011 is $13,903 with cam charges of $3,231, per month. The Lease was guaranteed by Delmar Janovec and Brent Crouch. F-13 Net2Auction, Inc. provided AuctionWagon, Inc. shareholders a Price Protection on the Net2Auction shares in the event the share price is below the share price of its common stock at the close of trading on October 6, 2007, Net2Auction will issue within thirty days following the October 6, 2007 date, an additional one million ninety-five thousand (1,095,000) shares of Net2Auction, Inc.'s common stock to be distributed to the AuctionWagon, Inc. shareholders pro rata. David Stark, Plaintiff vs. Net2Auction, Inc., a Delaware corporation, Net2Auction Corporation, a Nevada corporation, Delmar Janovec, an individual, Justin Keener, an individual, and Kevin Woltjen, an individual, and d/b/a Woltjen Law Firm. The plaintiff filed a complaint on March 28, 2006, in the Superior Court of California, San Diego County, Case No. 862855, against the defendants for breach of contract, fraud, promise made without intent to perform, conspiracy, and breach of implied covenant of good faith and fair dealing, misrepresentation, negligent misrepresentation of fact relating to compensation earned by Stark under a consulting agreement entered into between Stark and the Company. Stark is seeking injunctive relief and compensatory, punitive, and general damages against the Company. The Company denied all allegations in the complaint and vigorously defended its position on the matter with the Party's reaching a settlement outside of the Courts in May of 2006. The settlement was reached with the Plaintiff, the Company, and Delmar Janovec on or about May 24, 2006, whereby the Plaintiff was allowed to retain the stock issued to him as a consultant and sell the stock pursuant to the regulations governed by Rule 144. Defendants, Kevin Woltjen and Justin Keener, were dismissed with prejudice from the lawsuit, as there were insufficient grounds for the original claims made against Woltjen and Keener. Jacques R. Behar, Plaintiff vs. AuctionWagon Inc., a California corporation. The plaintiff filed a complaint in Superior Court of California, County of Los Angeles, Beverly Hills Courthouse, West District, Case Number, 05C00539. The complaint was filed for the collection of fees associated for accounting services in the approximate amount of $9,115.28, plus any and all court fees, that were alleged to have been provided by the plaintiff on or about March 21, 2005. The Company and its counsel had been in discussions with the plaintiff regarding a settlement that was reached in August of 2006. 8. GOING CONCERN UNCERTAINTY The accompanying financial statements have been prepared in conformity with principles of accounting applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has incurred continuing losses and has not yet generated sufficient working capital to support its operations. The Company's ability to continue as a going concern is dependent, among other things, on its ability to reduce certain costs, obtain new contracts and additional financing and eventually, attaining a profitable level of operations. It is management's opinion the going concern basis of reporting its financial condition and results of operations are appropriate at this time. The Company plans to increase cash flows and take steps towards achieving profitable operations through the sale or closure of unprofitable operations, and through the merger with or acquisition of profitable operations. 9. SUBSEQUENT EVENTS During the first quarter of 2007, the Board of Directors of the Company authorized and caused to be filed a new S-8 Registration Statement on Form S-8 whereby, increasing the Company's Stock Incentive Plan by an additional 125,000,000 shares of common stock of the Company. The Plan was filed on January 10, 2007. During the first quarter of 2007, the Company issued 88,711,695 shares of common stock to consultants, and for legal and professional services rendered to the Company. On or about March 13, 2007, the Company, American Factors Group LLC, and Delmar Janovec executed an amended Settlement Agreement whereby, amending the terms of the Settlement Agreement entered into on March 27, 2006 which was filed on Form 8-K March 31, 2006. For further information on the terms of the Amended Agreement, refer to Item No. 7, Other Committments and Contingencies in the financial section of the 10 KSB and the attached Exhibits. F-14 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE On or about April 22, 2005, the Company engaged the services of the firm, Franklin Griffith & Associates to be the Company's independent auditors for the calendar year of 2005. Franklin Griffith & Associates performed their reviews of the first and second quarter 10-QSBs ending March 31, 2005 and June 30, 2005, respectfully, for the Company. Franklin Griffith & Associates resigned as the Company's auditors. The Company engaged the firm of De Joya Griffith and Company, as their new independent auditors, who then performed the review of the third quarter 10-QSB ending September 30, 2005, and the 10 KSB audit ending 12-31-05. De Joya Griffith and Company is the independent auditors for the Company. ITEM 8A. CONTROLS AND PROCEDURES Restatements As discussed in the Explanatory Note to this Form 10-KSB/A for the fiscal year ended December 31, 2006, the Company has amended its Annual Report on Form 10-KSB ("the Original Filing") for the fiscal year ended Decemeber 31, 2006 to amend the financial statements as a result of the Company discovering that during the edgar process amounts reported within operating expenses in the Consolidated Statements of Operations and amounts reported within cash flows from financing activies in the Consolidated Statements of Cash Flows within its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 were transmitted with clerical errors. The Company is amending its Annual Report on Form 10-KSB with this Amendment No. 1 in order to insert the correct version of the audited Consolidated Statements of Operations and Consolidated Statements of Cash Flows for the fiscal year ended December 31, 2006. Correction of the clerical errors discussed above resulted in no change to the previously reported operating loss, net loss, basic and diluted loss per share, operating cash flows, financing cash flows, or the decrease in cash for the fiscal year ended December 31, 2006. Additionally, the correction of the clerical errors resulted in no change to the equity or earnings (loss) per share made at the same time of the Original Filing. Except as required to reflect the effects of the items described above, no additional modifications or updates in this Amendment have been made to the Original Filing. The correction of the clerical errors resulted in no change to the disclosures made at the time of the Original Filing. In addition to this Amendment, the Company is amending its Quarterly Reports on Form 10-QSB/A for the quarters ended March 31, 2006, June 30, 2006, and September 30, 2006 upon discovery that certain transactions were improperly recorded. Each will contain restated financial information within. The Company has re-evaluated its disclosure controls and procedures and internal control over financial reporting as of December 31, 2006, and concluded that because of the restatements identified above, the Company determined it had a material weakness in internal control over financial reporting. Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15(c) promulgated under the Exchange Act, our management, with the participation of our Chief Executive Officer/Principle Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of the end of the period covered by this Report (the fiscal year ended December 31, 2006). In its Original Filing for this period, filed with the Commission on May 10, 2007, the Company's Chief Executive Officer/Principle Financial Officer, previously concluded that the Company's disclosure controls and procedures were ineffective as of December 31, 2006 in relation to the previously reported significant deficiency in internal control over financial reporting. In connection with the restatement discussed above, management of the Company, under the supervision and with the participation of the Company's Chief Executive Officer/Principle Financial Officer, has re-evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2006. Based upon this re-evaluation and solely as a result of the material weaknesses described below under Management's Report on Internal Control Over Financial Reporting (Restated), the Company's Chief Executive Officer/Chief Financial Officer have concluded that the Company's disclosure controls and procedures were not effective as of December 31, 2006. Management's Report on Internal Control Over Financial Reporting (Restated) Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a- 15(f) promulgated under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of an issuer's financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Internal control over financial reporting includes policies and procedures that: - - pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of an issuer's assets; - - provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that an issuer's receipts and expenditures are being made only in accordance with authorizations of its management and directors; and - - provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of an issuer's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, the application of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2006. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (the "COSO"). A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As of December 31, 2006, the Company did not maintain effective controls over the preparation, review, and approval of certain account reconciliations, specifically notes payable, and other supporting workpapers used in the financial close and reporting process. This control deficiency resulted in the restatement of the Company's interim consolidated financial statements for each of the quarters within the fiscal year ended December 31, 2006. Additionally, this control deficiency could result in a material misstatement of our notes payable and other income and expenses that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, management has determined that this control deficiency constitutes a material weakness. In Management's Report on Internal Control Over Financial Reporting included in the Company's Original Filing, management previously concluded that the Company's disclosure controls and procedures were ineffective as of December 31, 2006 in relation to the previously reported significant deficiency in internal control over financial reporting. However, in connection with the restatement discussed in the Explanatory Note to this Form 10-KSB/A and as stated above, management has subsequently determined that the material weakness described above existed as of December 31, 2006. As a result, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2006 based on criteria established in Internal Control - Integrated Framework issued by the COSO. Accordingly, Management's Report on Internal Control Over Financial Reporting has been restated. The specific material weakness identified by management as of December 31, 2006 is described as follows: Ineffective Controls related to the Financial Closing Process The Company's design and operation of controls with respect to the process of preparing and reviewing the financial statements are ineffective for the fiscal year ending December 31, 2006. Certain controls designed to ensure timely preparation, review, and approval of certain account reconciliations, specifically notes payable, and other supporting workpapers used in the financial close and reporting process did not operate effectively. This issue contributed to us discovering certain transactions were improperly recorded, which resulted in the restatement of our unaudited condensed consolidated interim financial statements for the periods ending March 31, 2006, June 30, 2006, and September 30, 2006. Additional deficiencies identified within the financial close and reporting process include the inadequate segregations of duties and the lack of controls over procedures used to enter transactions into the general ledger. Remediation Plan of Material Weakness in Internal Control Over Financial Reporting In connection with the preparation of this Amended Annual Report on Form 10- KSB/A, we are including information with respect to our internal control over financial reporting for the period subsequent to December 31, 2006, in order to provide readers with a current understanding of the identified material weakness, as well as how we are addressing the issue within our remediation plan. Subsequent to December 31, 2006, we have undertaken, extensive work to remediate the material weakness identified in our internal control over financial reporting described above, including specific remediation initiatives described below. The implementation of these initiatives was a priority for us in fiscal year 2006 and continues to be a priority in fiscal 2007. We have begun implementing the actions described below with respect to the identified material weakness; however, there can be no assurances as to when the implementation of these initiatives will be completed. We have focused intensive efforts on improving the overall level of our staffing in a number of key finance and accounting areas related to the material weakness above. Additionally, we determined a more detailed review was necessary in connection with our quarterly and annual financial reporting process. The Company has developed a more intensive financial close process to ensure a thorough review of entering transactions into the general ledger is performed, supporting schedules are adequately prepared and/or reviewed, and that they included adequate supporting documentation. ITEM 8B. OTHER INFORMATION Not Applicable. 11 PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT Directors, Executive Officers and Control Persons NAME AGE POSITION(S) AND OFFICE(S) - -------------- --- ----------------------------------------------- Delmar Janovec 58 President, Chief Executive Officer and Director Delmar A. Janovec has served as a director of the Company since May 12, 1994. On June 27, 1994, he was appointed chief executive officer of the Company, and on December 31, 1999, he was appointed president of the Company. He has served as the president and manager of the Company's subsidiaries, Net2Auction Inc., RoboServer Systems Corp., and VoIPCom USA, Inc., and West Texas Real Estate & Resources, BizAuctions, Inc. and BizAuctions Corp. He is a descendant of the Mdewakanton Wahpakoota and Sisseton Wahpeton bands of the Sioux American Indian Tribe and has over twenty-five years of experience in the construction and real estate development industries. Mr. Janovec attended Kansas State University for his undergraduate studies. The Company has not filed any forms 3, 4, and 5 during the fiscal year ended December 31, 2006. Compliance with Section 16(a) of the Exchange Act The Company is not aware of any person who at any time during the fiscal year ended December 31, 2006, was a director, officer, or beneficial owner of more than ten percent of the Common Stock of the Company, and who failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act of 1934 during such fiscal year. Code of Ethics The Board of Directors adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers and employees, including our CEO and senior officers. A copy of our Code of Ethics is attached hereto as an exhibit. Shareholders may also request a free copy of the Code of Business Conduct and Ethics from: AmeriResource Technologies, Inc. Attention: Investor Relations 3440 E. Russell Road, Suite 217 Las Vegas NV 89120 To date, there have been no waivers under the Code of Business Conduct and Ethics. Audit Committee and Audit Committee Financial Expert The board of directors of the Company does not have a separate audit committee. As such, the board of directors of the Company fulfills the functions of an audit committee. The board of directors does not have an "audit committee financial expert" as the board has only one member, Delmar Janovec. The Company is considering adding new directors, including one who would qualify as an audit committee financial expert. 12 ITEM 10. EXECUTIVE COMPENSATION No compensation in excess of $100,000 was awarded to, earned by, or paid to any executive officer of the Company during the fiscal years 2006, 2005, and 2004. The following table provides summary information for the years 2006, 2005, and 2004 concerning cash and non-cash compensation paid or accrued by the Company to or on behalf of the Company's current president, Delmar Janovec. SUMMARY COMPENSATION TABLES

(1) Delmar Janovec has accrued an annual salary since 1998, and converted to R-144 stock. 13

Compensation of Directors The Company's directors are not compensated for any meeting the board of directors which they attend. Delmar Janovec has accrued an annual salary since 1998. The Company has not entered into any employment agreements. Mr. Janovec is compensated as a consultant and is responsible for the associated payroll. The Company is not responsible for any payroll taxes related to his compensation. 14 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information concerning the ownership of the Company's Common Stock as of March 31, 2007, with respect to: (i) each person known to the Company to be the beneficial owner of more than five percent (5%) of the Company's Common Stock; (ii) all directors; and (iii) directors and executive officers of the Company as a group. As of March 31, 2007, there were 448,190,671 shares of Common Stock issued and outstanding.

(1) The number of shares and percentage of class beneficially owned by the entities above is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The inclusion herein of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with his or her spouse) with respect to all shares of capital stock listed as owned by such person or entity. (2) Please note that this shareholder owns preferred stock as more fully described in the following table. Further, Janovec owns 5 million shares in RBSY, NAI, VUSA, and BZCN, respectively, and 5 million options in RBSY, NAI, VUSA, and BZCN, respectively. (3) Includes 1,333,333,333 shares of Common Stock which Janovec beneficially owns by virtue of his right to convert 1,000,000 shares of the Company's Series C Preferred Stock to Common Stock. Holders of the Company's Series C Preferred Stock have the option, at any time, to convert their shares into Common Stock on the basis of the stated value ($2.00) of the Series C Preferred Stock divided by fifty percent (50%) of the average common stock on five (5) business days preceding the date of conversion, which for purposes of this table is March 31, 2007, and 22,583,887 shares of Common Stock which Janovec owns indirectly by his spouse or in a trust that is in his Spouse's name. (4) Percentage is based upon the total 448,190,671 outstanding shares of Common Stock combined with 1,355,917,220 shares of the Company's common stock beneficially owned by Janovec. The following table sets forth, as of March 31, 2007 the name, address, and the number of shares of the Preferred Stock, held of record or beneficially by each person who held of record, or was known by the Company to own beneficially, more than 5% of the 1,558,287 shares of Preferred Stock issued and outstanding, and the name and shareholdings of each director, and of all officers and directors as a group. 15

(1) The number of shares beneficially owned by the entities above is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The inclusion herein of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with his or her spouse) with respect to all shares of capital stock listed as owned by such person or entity. (2) These shares of Series A Preferred Stock maybe converted by the holder into one share of Common Stock and have voting rights equaled to one share of Common Stock. (3) These shares of Series B Preferred Stock may be converted by the holder into one share of Common Stock and have voting rights equaled to one share of Common Stock. (4) These shares of Series C Preferred Stock may be converted into Common Stock of the Company on the basis of the stated value of the Series C Preferred Stock divided by fifty percent (50%) of the average closing price of the Common Stock on five (5) business days preceding the date of conversion. The Series C Preferred Stock has voting rights equal to one share of Common Stock. (5) These shares of Series D Preferred Stock may be converted by the holder into one share of Common Stock and have voting rights equaled to five (5) shares of Common Stock. (6) These shares of Series E Preferred Stock maybe converted by the holder into the rate of one share of Series E Stock for each four shares of ARET Common Stock held by the note holder. The Series E Stock can be redeemed by the Company at the rate of .50 (fifty cents) per share. The Series E Stock can be converted into Common Stock at the rate of $.50 (fifty cents) divided by the 50% of the average closing price of the Common Stock on the five business days immediately preceding the delivery of notice of exercising the right of conversion. 16 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS As of December 31, 2006, the Company was indebted to its president, Delmar Janovec, in the amount of $403,652 with $250,000 being owed to Janovec for accrued salary for calendar years 2006 and 2005, with $153,652 being owed to Janovec for a loan made to the Company. Effective December 31, 2004, the Company transferred the 6,500,000 shares of RoboServer Systems Corp. preferred stock to its President, Delmar Janovec, as partial payment for the salary that had been accrued in 2004. The preferred stock carries no conversion rights into common stock. Effective December 31, 2005, the Company issued five (5) million shares of common stock to Delmar Janovec in exchange for partial payment of his salary that had been accrued for calendar year, 2005. ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits beginning on page 19 of this Form 10-KSB/A, which is incorporated herein by reference. 17 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Audit Fees The aggregate fees billed by De Joya Griffith & Company, LLC., for professional services rendered for the audit of the Company's annual financial statements for the fiscal year ended December 31, 2006 and for the reviews of the financial statements included in the Company's Quarterly Reports on Form 10-QSB for those fiscal years were $40,000 and $29,210, respectively. Audit-Related Fees De Joya Griffith & Company, LLC did not render any professional assurance or related services for the fiscal years ended December 31, 2006, and December 31, 2005. Tax Fees De Joya Griffith & Company, LLC did not render any professional services for tax compliance, tax advice, or tax planning during 2006 or 2005. The fees associated for the preparation of the 2006 and 2005 corporate tax returns were approximately $1,300 and $1,250, respectively. All Other Fees The aggregate fees billed by De Joya Griffith & Company, LLC, for services rendered to the Company, other that the services described under "Audit Fees" and "Audit-Related Fees" and tax fees amount to $0 and $0 for the fiscal years December 31, 2006 and 2005, respectively. We do not have an Audit Committee. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 9th day of May, 2007. AmeriResource Technologies, Inc. /s/ Delmar Janovec ------------------------- Delmar Janovec, President In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Delmar Janovec Chief Executive September 18, 2007 - ------------------ Officer/Chief Principle Officer Delmar Janovec INDEX TO EXHIBITS EXHIBIT DESCRIPTION 3.1 Articles of Incorporation of the Company. (Incorporated by reference from the Company's Form S-4, file number 33-44104, effective on February 11, 1992.). 3.2 Bylaws of the Company. (Incorporated by reference from the Company's Form S-4, file number 33-44104, effective on February 11, 1992.) MATERIAL CONTRACTS 10.1 Lease Agreement & Lease Guarantee dated July 14, 2006 between Net2Auction Corporation and Mars Enterprises Inc. for the lease of Premises located at 1510 Corporate Center Drive, San Diego, CA 92154. 10.2 Settlement Agreement, dated March 27, 2006, by and between American Factors Group, LLC, AmeriResource Technologies, Inc., and Delmar Janovec. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 31, 2006, and incorporated herein by reference). 10.3 Acquisition and Asset Purchase Agreement between Net2Auction and AuctionBoulevard, Inc. dated September 27, 2005. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 5, 2005, and incorporated herein by reference). 10.4 Acquisition and Stock Exchange Agreement between Net2Auction and AuctionWagon Inc., dated September 30, 2005. (filed as Exhibit 10 to the Company's Current Report on Form 8-K filed on October 12, 2005, and incorporated herein by reference). 10.5 Acquisition and Stock Exchange Agreement between the Company and RoboServer Systems Corp. dated August 26, 2004 (filed as Exhibit 10(i) to the Company's Current Report on Form 10-KSB filed on April 15, 2005, and incorporated herein by reference). 10.6 Acquisition and Stock Exchange Agreement between the Company and Net2Auction, Inc. dated December 2, 2004. (filed as Exhibit 10(ii) to the Company's Current Report on Form 10-KSB filed on April 15, 2005, and incorporated herein by reference). 10.7 Fourth Addendum Settlement and Release Agreement between the Company and American Factors Group, LLC dated February 28, 2005. (filed as Exhibit 10(iii) to the Company's Current Report on Form 10-KSB filed on April 15, 2005, and incorporated herein by reference). 10.8 Share Purchase Agreement, dated as of April 15, 2005, by and between AmeriResource Technologies, Inc. and BBG, Inc. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 19, 2005, and incorporated herein by reference). 10.9 Promissory Note, dated as of April 12, 2005. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 19, 2005, and incorporated herein by reference). 14 Code of Ethics adopted by the Company. 21 Subsidiaries of Registrant 31.1 Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer of AmeriResource Technologies, Inc. Pursuant to 18 U.S.C. {section}1350 Subsequent Events 10.1 Amended Settlement Agreement, dated March 13, 2007 by and between American Factors Group, LLC, AmeriResource Technologies, Inc., and Delmar Janovec. 18 EX-1 2 ex_10-1lease.txt EXHIBIT 10.1 - LEASE AGREEMENT COVER PAGE Exhibit 10.1 - Lease Air Commercial Real Estate Association Standard Industrial/ Commercial Single-Tenant Lease -- Net EX-1 3 ex_10-1lease.pdf EXHIBIT 10.1 - LEASE AGREEMENT begin 644 ex_10-1lease.pdf M)5!$1BTQ+C(-)>+CS],-"C0P(#`@;V)J/#PO2%LV.38@,C4U72],:6YE87)I M>F5D(#$O12`R,3(Q,B],(#$R-3(X-2].(#$X+T\@-#,O5"`Q,C0T,S@^/@UE M;F1O8FH-("`@("`@("`@("`@("`@("`@#0IXF4@-C`O4')E=B`Q,C0T,C')E9@T*,`T* M)25%3T8-"B`@("`@("`@("`@(`T*-#(@,"!O8FH\/"],96YG=&@@,3@P+T9I M;'1E&@:'%Q27%Q<7%K0BL0:(OL>,9@E!P4YZ19-D&)X!B(-;,+(F^C`G* M`@P,@L9(UC.$(G,8E*!"C`(,A)T!!"H,C!<;@;0@$`N!19XR\#([G#_6Q9#` MY+X@PX%1AU'/;1\#4]/$'VM<-@D+7`"I`0@P`%?6/WT-"F5N9'-T%LP(#`@-C$R(#$P,#A=+U)E M5T^/B]&;VYT/#PO1C@@-#0@,"!2 M+T8Y(#0U(#`@4B]&,3`@-#D@,"!2+T8Q,2`U,R`P(%(^/B]07!E+T9O;G0O3F%M M92]&.2]%;F-O9&EN9R]7:6Y!;G-I16YC;V1I;F%LM-C(X("TS-S8@,C`P,"`Q,#$P72]&;VYT3F%M92]!,$$O$00%8&H]9),HM$: MHX""%\0VMN9/:_JC328SG>GT3R;3'YTVTQ_I1?;<=L]E;^?K^W[G+*`)53/L M.:[?^<[[O,_S7KYWG7P>_#EYISO'ZX)OFUJS=F;E\5YO7H[7S;OY;&=>CMO# MMV_.A`A.R_'Z;(0)E@4 M%.&K%I%\5\%#F3CS4=K[H"P+XU@`D^>F@J7A_-5U?+!VV;)07;#:OY2O"\$M M5-_@;PCQ_OKZ6EALJ*ZM2;O4-DX]CW=[\\XO/C)_9=XV/C+OF&\:#'W^\3O$-`UB?IRV M;=XT8>4"7*;U9`17P<;-A/F.M7K3H/__E#!FG+"XY$B9)&6:*<+!XP1QF`1V M$C8%WUDS;I(,NA`GW,W1:VESG\'K2;K*FO`Z8^(5(\^"'4+^^=]44W=DQWNJ M90EWSJ0/1D9&.39.#?R!S*%/DX2DB$DON,&N%^AW_$N=^[7^0HWHR!<9I]3V MOF::'.Q)VOY.XD$]I^Q8I&$3F&>2/_TUX6^-,OD2LRC,5,ALN/ MCMQ*:_(ILL1EM)PB"Y&12:[>-?B5,N>4V#*P(#)!@0TH:`J_*V@P?PS)H?^C MECM_!.(?9-E>Q5$D,L42OAR"NX1D@OBAAF3*30)N>\Y!S,DO1V\Q MG.W4)Z0DI<9)=W_LB2"PN")((`6 MHCH&%70^*%$M1*X")):8Q<37=)WCK`2)4H!,*S%HDII)*[:@"L7%"%;C\[_] M*[6V6\WP"!CF@(`D?"*S2/SA*FG6$AGH4J'$<99PMZ2S[X'D3->E:3$;EC63 M,;"=)!DI)!HGTVGNFAC3FE3,),>NJW->$9F",U4[<-+:?5AT!$:.+`E.6(<5&MC(%Y(>G MB\W9WH%I$^`9M/R2@!TCK]FH!*-)O@Z3YN,J*,D4@ETDZX`T*Y7FU"AK^[2> M8?W09>W0Y>CZ8QJF%<0:\$*BG406=RN_K'!7DJ<]@[;.J@T;ITT$0[T6H),7 M?A.;MT)FG.$,``K(CH#,E(Q-JQ0CC"N,7#%?1*Y4 M!.2%&Y0MIXR95>+<.KEK,'Z@/]9Q27MKV*CLT)CB,Z6B-^KE5?U1?NN&>WG-5B?4:7L.J=W M#^B=_?I;0UKIZU&V>`QS*$C[1]"F38,L,*$(?O%3K;W]-FT)ZR5)M@+1X4]B M_$H1B9;)M+&)H.R,2KG\#6G?1:UO2.^YK&\\I6%F^\0-Q[7#0T;7@-%S)9K= M$H&\@V*V^=&@CB?W../[8CQ&=GSQ5;RV0^'<8VR1R/DE"!>V01_*F]TR^K\)A%K&G0.?0-L*E25[*&]B+Q] MPW@"Y"D,,[XQJBZT4&'V4F%ECSYOE3*W3N@>4(%[6B,U M'8\`2O<5?>]Y]3-I_00'5`!['=VQ00'K">K94`]_"@T7Y6FU6%O?OQ MT!72#@/#_'54RS+Y^7JYJS\"?0)"?'!`AV,.^U_Q6'TWAKAS0(7[RQMEZ"@0 MG&D5\O;W(,7U[>]JF4%<>3SL"-F5TN*IN7426PHA%Z$1=UQ0`188]5XQFD]I M&0$,,%00>M2O0X!?7$./Y8``T5G9HQZ[IF\\H4);L>MQO+(?A;@823ZU5,2S MLQP/ZBTG-<@O(`ZB-_9%Z8DD+UBO8$5=PJ)ZKB["^&AR+0J']D1.CL8:^U1( M-[NE30*;?,Y_._;?OT[-JI80PX]JKNB.@H[[L:!CM0=TKAAB*SQ7)V-L^_7V M\\93RQ3.FFE*Q(6;(L='=#B\K$JS6^A4]?9-["^_2F14"!0;S96UR9A7%S7P MH&)W%!.A7)H>$EI/1R$*<(=NSE$84'[>*NGH=;V\3<'D]T\A]?\M=)SQV/(P M8@>P6'_2I$!T.S]4P8GB'1&$!Z)EPKJC^M&K1LLI#;H0[H03J4P$S;HNZ^YM M4:SRP./G^MT_Q[`IPC`%\*7"W!61SDM0TP8TT86;:%K#:Z5"U3[MU$C\U2-P M8(G68>P(*.#TMG>-[&;E.V+?_CS&>L)@!48HX#2C4GSCC`K'Q.%![4>-LCUL ME@GY6Z43(_':@U'$ML8!&+E*Q^H.:?.;9#L!'Q<;3A&VD&I.)PK.)$(T#NH M`_7GZVF'K\#.Q3=B=(.[HR`2CJLP$010)V]K],5&%<^8[X!]_DZ,*Z3Q"^'I M!Z:K.]2CUV.[/H@]M4QBZ0$%]ZQ7)"@\#V1`2=CNP33C?M`8>:8V^G#!I^BL M;]_0\+BV-V#I%FZ5H&VTGM9F5*$62-*/18,'9W1[!#XYEX.&A.`B2`&I" M3!!(6!!'VZFVU@XT(5@+6F9:>23!J8;JM*`-Y`&,=EH+0B40"Y4$T$Z=4M-B M1^MH,Q4#P2@8H49"-J[9L.0/W_:[]__W@<&,.G3F[K_W<>XYWWG<<^YE_8V) MOF^.8T"X#2&,AH;=#$PE*5?S\OILI@6^)4\%>)]162B"8$[/U7?ZW`O.Q=C? 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NOW THEREFORE, in consideration of the execution of the foregoing Lease by Lessor and as a material inducement to Lessor to execute said Lease, Guarantors hereby jointly, severally, unconditionally and irrevocably guarantee the prompt payment by Lessee of all rents and all other sums payable by Lessee under said Lease and the faithful and prompt performance by Lessee of each and every one of the terms, conditions and covenants of said Lease to be kept and performed by Lessee. It is specifically agreed that the terms of the foregoing Lease may be modified by agreement between Lessor and Lessee, or by a course of conduct, and said Lease may be assigned by Lessor or any assignee of Lessor without consent or notice to Guarantors and that this Guaranty shall guarantee the performance of said Lease as so modified. This Guaranty shall not be released, modified or affected by the failure or delay on the part of Lessor to enforce any of the rights or remedies of the Lessor under said Lease, whether pursuant to the terms thereof or at law or in equity. No notice of default need be given to Guarantors, it being specifically agreed that the guarantee of the undersigned is a continuing guarantee under which Lessor may proceed immediately against Lessee and/or against Guarantors following any breach or default by Lessee or for the enforcement of any rights which Lessor may have as against Lessee under the terms of the Lease or at law or in equity. Lessor shall have the right to proceed against Guarantors hereunder following any breach or default by Lessee without first proceeding against Lessee and without previous notice to or demand upon either Lessee or Guarantors. Guarantors hereby waive (a) notice of acceptance of this Guaranty. (b) demand of payment, presentation and protest, (c) all right to assert or plead any statute of limitations relating to this Guaranty or the Lease, (d) any right to require the Lessor to proceed against the Lessee or any other Guarantor or any other person or entity liable to Lessor, (e) any right to require Lessor to apply to any default any security deposit or other security it may hold under the Lease, (f) any right to require Lessor to proceed under any other remedy Lessor may have before proceeding against Guarantors, (g) any right of subrogation. Guarantors do hereby subrogate all existing or future indebtedness of Lessee to Guarantors to the obligations owed to Lessor under the Lease and this Guaranty. If a Guarantor is married, such Guarantor expressly agrees that recourse may be had against his or her separate property for all of the obligations hereunder. The obligations of Lessee under the Lease to execute and deliver estoppel statements and financial statements, as therein provided, shall be deemed to also require the Guarantors hereunder to do and provide the same. The term "Lessor" refers to and means the Lessor named in the Lease and also Lessor's successors and assigns. So long as Lessor's interest in the Lease, the leased premises or the rents, issues and profits therefrom, are subject to any mortgage or deed of trust or assignment for security, no acquisition by Guarantors of the Lessor's interest shall affect the continuing obligation of Guarantors under this Guaranty which shall nevertheless continue in full force and effect for the benefit of the mortgagee, beneficiary, trustee or assignee under such mortgage, deed of trust or assignment and their successors and assigns. The term "Lessee" refers to and means the Lessee named in the Lease and also Lessee's successors and assigns. In the event any action be brought by said Lessor against Guarantors hereunder to enforce the obligation of Guarantors hereunder, the unsuccessful party in such action shall pay to the prevailing party therein a reasonable attorney's fee which shall be fixed by the court. IF THIS FORM HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION, THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS FORM OR THE TRANSACTION RELATING THERETO. Executed at: On: Address: "GUARANTORS" PAGE 1 OF 1 {copyright}1996 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM GR-1- 12/96E EX-3 5 ex_10-2.txt EXHIBIT 10.2 EXHIBIT 10.2 SETTLEMENT AGREEMENT (Amended) DATED March 15, 2007 THIS SETTLEMENT AGREEMENT ("Agreement") is entered into this 13th day of March 2007, by and between AMERICAN FACTORS GROUP, LLC, a New Jersey limited liability company ("AFG"), AMERIRESOURCE TECHNOLOGIES, INC., a Delaware corporation ("AMRE"), and DELMAR JANOVEC, a Nevada resident ("Janovec") (AFG, AMRE, and Janovec may be individually, or collectively, referred to as a "Party" or the "Parties"). WHEREAS, on or about August 2, 2000, the Parties entered into a Settlement and Release Agreement ("SRA"), and a Promissory Note ("PN"), whereby AMRE and Janovec, as guarantor, agreed to repay certain obligations to AFG; WHEREAS, the Parties have entered into four addendums to the SRA, with the Parties agreeing in the fourth and final such addendum, executed on February 28, 2005, that the total amount owed to AFG by AMRE and Janovec, including accrued interest, was $484,693.29, with an additional penalty of $55,975.03 for AMRE and Janovec failure to meet the terms of the third addendum executed by the Parties. The Parties also agreed that interest would accrue at 18% per annum, compounded monthly, beginning on February 28, 2005; and WHEREAS, as of March 27, 2006, the total debt owed by to AFG by AMRE and Janovec equaled about $646,312.63 ("Debt"); and WHEREAS the parties entered into a Settlement Agreement on March 27th, 2006 and reduced the amount due to $350,000; and WHEREAS, AMRE made payments of $50,000 and $100,000 pursuant to the agreement, and shares of AMRE stock were issued pursuant to the agreement; and WHEREAS, the remaining payments totaling $200,000 specified in the Settlement Agreement dated March 27, 2006 were not made timely, WHEREAS, Janovec and AMRE desire to proceed forward with the settlement of the Debt, pursuant to the terms and conditions described herein, and for the consideration set forth herein; and AGREEMENT NOW, THEREFORE, in consideration of the promises, representations, and covenants described herein, and in consideration of the recitals above, which are incorporated herein by reference, and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties hereby agree as follows: a.1AFG,AMRE, and Janovec agree that the Debt at March 13, 2007 will be modified to $220,000, and repaid in accordance with this Section 1.1; (a) AFG will receive a cash payment of $48,000 from AMRE and/or Janovec to be wired on or before March 20, 2007 (b) AFG will receive a cash payment of $172,000 from AMRE and/or Janovec to be wired on or before June 15, 2007 Payments are to be made by wire transfer to: Robins Trust No. 8 Grand Bank 4287 Route One South Monmouth Junction, New Jersey 08852 Account # 111003741 Upon receipt of the foregoing payments, the Debt shall be deemed to be completely discharged and the SRA shall be of no further force or effect. AFG additionally agree, once the foregoing payments are received, to release and forever discharge AMRE and Janovec from any liability connected to the Debt, and to cause the necessary documents to be filed with the appropriate courts to release the judgments and/or liens against AMRE and Janovec. However, if AMRE fails to make the payments in 1.1 above, then this Agreement will become void, and any payments will go to reduce the Debt and the SRA shall remain in effect. 1.2 AMRE agrees to pay a penalty of $50,000 if it fails to make the payments in 1.1 above. 1.3 AFG hereby waives all prior defaults. 1.4 The William R. Robins Family Trust No. 8 (the "Trust") is now the holder of record of shares of AMRE common stock, issued to it pursuant to the SRA. AMRE agrees to immediately issue to the Trust sufficient additional shares of its common stock to bring the number of shares held by the Trust to approximately 5% of the common stock issued and outstanding as of December 31, 2005, as reported on the AMRE's audited financial statements. AMRE agrees to take all necessary actions to assist the Trust in its process of the removal of the restrictive legend from the stock that had been issued to AFG and/or Trust No. 8, pursuant to the R-144 Regulations governing the sale of restricted common stock. 1.5 The Parties represent and warrant that they have full right and authority to enter into this Agreement and to engage in all actions set forth herein. Each person executing this Agreement on behalf of each Party warrants that he is lawfully empowered to execute this Agreement on behalf of each respective entity and that the execution of this Agreement is within the course and scope of his agency or employment relationship with each of those entities and thereby binds each of those entities. 1.6 All agreements, covenants, representations, and warranties, express and implied, oral and written, of the Parties to this Agreement concerning its subject matter are contained herein. No other agreements, covenants, representations, or warranties, express or implied, oral or written, have been made by any Party to any other Party concerning the subject matter of this Agreement. All prior and contemporaneous conversations, negotiations, agreements, including the SRA, PN, and all addendums to the SRA and PN, all possible and alleged agreements, representations, covenants, and warranties concerning the subject matter of this Agreement are merged herein. Each Party hereto fully understands the consequences of this provision and has had an opportunity to consult with legal counsel. 1.7 Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement. 1.8 The following release shall become effective when and if AMRE and Janovec have performed all of their obligations pursuant to Paragraphs 1.1, 1.4, and 1.7: AFG and any and all related persons or entities, hereby forever and completely release, acquit and discharge AMRE and Janovec and any and all of AMRE's and Janovec affiliates or subsidiary companies, officers, directors, agents, representatives, attorneys, members, employees, successors and assigns, from and against any and all claims, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys' fees, damages, judgments, orders, and liability of whatever kind or nature, in law, equity or otherwise, for or by reason of any matter, whether now known or unknown, suspected or unsuspected, asserted or unasserted, and whether or not concealed or hidden, that they now or may own or hold, or have at any time held, against AMRE and Janovec, in connection with any and all claims or allegations arising out of or relating to the Settlement Agreement. 1.9 The following release shall become effective when and if AFG has performed all of its obligations pursuant to Paragraphs 1.1,.AMRE and Janovec and any and all related persons or entities, hereby forever and completely release, acquit and discharge AFG, and any and all of AFG's affiliates or subsidiary companies, officers, directors, agents, representatives, attorneys, members, employees, successors and assigns, from and against any and all claims, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys' fees, damages, judgments, orders, and liability of whatever kind or nature, in law, equity or otherwise, for or by reason of any matter, whether now known or unknown, suspected or unsuspected, asserted or unasserted, and whether or not concealed or hidden, that they now or may own or hold, or have at any time held, against AFG, in connection with any and all claims or allegations arising out of or relating to the Settlement Agreement or any other aspect of its relationship with AFG. 1.10 Any notices required hereunder shall be deemed to be given upon the earlier of (i) the third business day after the date when sent by certified or registered mail, (ii) the next business day after the date sent by guaranteed overnight courier, or (iii) the date sent by telecopy or delivered by hand, in each case, to the addresses set forth below: If to AMRE: AmeriResource Technologies, Inc. 3440 E. Russell Road, Suite 217 Las Vegas, Nevada 89120 Attn: Delmar Janovec Phone: (702) 214-4249 Fax: (702) 214-4221 If to Janovec: Delmar Janovec 3440 E. Russell Road, Suite 217 Las Vegas, Nevada 89120 Phone: (702) 214-4249 Fax: (702) 214-4221 If to AFG: American Factors Group, LLC 457 North Harrison Street Princeton, New Jersey 08540 Attn: William R. Robins Phone: (609)924-9394 Fax: (609)683-9501 With copies to:_________________________ _________________________ _________________________ Attn: 1.11 Each party to this Agreement shall bear its own fees and expenses (including, without limitation, the fees and expenses of its legal counsel) in connection with the preparation, execution and delivery of this Agreement. 2.0 This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey as though entered into between residents of the State of New Jersey, without reference to the principles or the conflict of laws. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date herein above written. AMERIRESOURCE TECHNOLOGIES, INC. a Delaware corporation By: /s/ Delmar Janovec Date: March 13, 2007 ------------------ Delmar Janovec, President DELMAR JANOVEC By: /s/ Delmar Janovec Date: March 13, 2007 ------------------ Delmar Janovec, a Nevada resident AMERICAN FACTORS GROUP, LLC. A New Jersey limited Liability Company By: /s/William Robins Date: March 14, 2007 ------------------ William R. Robins, President EX-4 6 ex_14.txt EXHIBIT 14 EXHIBIT 14 CODE OF BUSINESS CONDUCT & ETHICS OF AMERIRESOURCE TECHNOLOGIES, INC. Statement by Chief Executive Officer: Ethics are important to AmeriResource Technologies, Inc. ("AMRE") and each of its officers, directors and employees. AMRE is committed to the highest ethical standards and to conducting its business with the highest level of integrity. An uncompromising adherence to ethical excellence is integral to creating and sustaining a successful business. It provides the necessary strong foundation on which AMRE is built and on which it can grow and prosper. Each officer, director and employee of AMRE is responsible for the consequences of his or her actions. We must each be the guardian of AMRE's ethics. Leaders in AMRE have the extra responsibility of setting an example by their personal performance and an attitude that conveys our ethical values. That example leads us to treat everyone with honesty and respect. If you are unsure of the appropriate action, take advantage of our open door, informal environment and raise your concerns with management or, if you are still uncomfortable, follow the processes outlined in this Code of Business Conduct & Ethics ("Code"). /s/ Delmar Janovec - ------------------ Delmar Janovec, Chief Executive Officer CODE OF BUSINESS CONDUCT & ETHICS OF AMERIRESOURCE TECHNOLOGIES, INC. The principles of this Code are expressed in broad statements to guide ethical decision making. These statements provide a framework but they cannot and do not dictate conduct to cover particular situations. This Code applies to all officers, directors and employees of AMRE. ETHICS AMRE and each of its officers, directors and employees must conduct their affairs with uncompromising honesty and integrity. Business ethics are no different than personal ethics. The same high standard applies to both. As an AMRE associate you are required to adhere to the highest standard regardless at all times. Officers, directors and employees are expected to be honest, fair, respectful and ethical in dealing with each other, with shareholders, clients, customers, vendors and all other third parties. Doing the right thing means doing it right every time. You must also respect the rights of your fellow officers, directors and employees, as well as third parties. Your actions must be free from discrimination, libel, slander or harassment. Each person must be accorded equal opportunity, regardless of age, race, sex, sexual preference, color, creed, religion, national origin, marital status, veteran's status, handicap or disability. Misconduct cannot be excused because it was directed or requested by another. In this regard, you are expected to alert management whenever an illegal, dishonest or unethical act is discovered or suspected. You will never be penalized for reporting your discoveries or suspicions. AMRE conducts its affairs consistent with the applicable laws and regulations of the states and countries where it does business. Business practices, customs and laws differ from country to country. When conflicts arise between AMRE's ethical practices, and the practices, customs, and the laws of a country, AMRE seeks to resolve them consistent with its ethical beliefs. If the conflict cannot be resolved consistent with its ethical beliefs, AMRE will not proceed with the proposed action giving rise to the conflict. These ethical standards reflect who we are and are the standards by which we choose to be judged. A violation of the standards contained in this Code of Business Conduct & Ethics will result in corrective action, including possible dismissal. LOYALTY All officers, directors and employees shall exhibit loyalty in all matters pertaining to the affairs of AMRE or to whomever they may be rendering a service. However, no officer, director or employee shall knowingly be a party to any illegal or improper activity. CONFLICTS OF INTEREST You must avoid any personal activity, investment or association which could appear to interfere with good judgment concerning AMRE's best interests. You may not exploit your position or relationship with AMRE for personal gain. You should avoid even the appearance of such a conflict. For example, there is a likely conflict of interest if you: * cause AMRE to engage in business transactions with relatives or friends; * use nonpublic AMRE, shareholder, client, customer or vendor information for personal gain by you, relatives or friends (including securities transactions based on such information); * have more than a modest financial interest in AMRE's shareholders, vendors, customers, clients or competitors; * receive a loan, or guarantee of obligations, from AMRE or a third party as a result of your position at AMRE; or * compete, or prepare to compete, with AMRE while still employed by AMRE. There are other situations in which a conflict of interest may arise. If you have concerns about any situation, follow the steps outlined in the Section on "Reporting Ethical Violations." GIFTS, BRIBES AND KICKBACKS Other than for modest gifts given or received in the normal course of business (including travel or entertainment), neither you nor your relatives may give gifts to, or receive gifts from, AMRE's shareholders, clients, customers and vendors. Other gifts may be given or accepted only with prior approval of your senior management. In no event should you put AMRE or yourself in a position that would be embarrassing if the gift was made public. Dealing with government employees is often different than dealing with private persons. Many governmental bodies strictly prohibit the receipt of any gratuities by their employees, including meals and entertainment. You must be aware of and strictly follow these prohibitions. Any associate who pays or receives bribes or kickbacks will be immediately terminated and reported, as warranted, to the appropriate authorities. A kickback or bribe includes any item intended to improperly obtain favorable treatment. ILLEGAL ACTS Every officer, director and employee will obey the laws of the applicable jurisdictions, will not counsel nor assist any person to act in any way contrary to these laws, and will inform the appropriate individuals and authorities if they become aware of illegal actions. LOANS AMRE is prohibited by the Sarbanes-Oxley Act of 2002 from directly or indirectly extending credit to its officers and directors. IMPROPER INFLUENCE ON AUDITS Officers and directors of AMRE are prohibited from improperly influencing AMRE's auditors in the performance of an audit for the purpose of rendering financial statements materially misleading. If AMRE is required to restate its financial statements due to material noncompliance with any financial reporting requirement that is the result of misconduct, each of AMRE's chief executive officers and chief financial officers must reimburse the Company for (1) any bonus, other incentive-based compensation or equity-based compensation received by that individual from AMRE during the 12-month period following the first use or filing of the flawed document, and (2) any profits realized from the sale of securities of AMRE during that same 12-month period. IMPROPER USE OR THEFT OF AMRE PROPERTY Every officer, director and employee must safeguard AMRE property from loss or theft, and may not take such property for personal use. AMRE property includes confidential information, software, computers, office equipment, and supplies. You must appropriately secure all AMRE property within your control to prevent its unauthorized use. Using AMRE computers or communications systems to access or distribute personal/ "non-business related" information, data or graphics is strictly prohibited. COVERING UP MISTAKES; FALSIFYING RECORDS Mistakes should never be covered up, but should be immediately fully disclosed and corrected. Falsification of any AMRE, client, customer, shareholder or third party record is strictly prohibited. ABUSE OF AMRE, SHAREHOLDER, CLIENT, CUSTOMER OR VENDOR INFORMATION You may not use or reveal AMRE, shareholder, client, customer or vendor confidential or proprietary information to others. This includes business methods, pricing and marketing data, strategy, computer code, screens, forms, experimental research, and information about AMRE's current, former and prospective shareholders, customers, clients and associates. GATHERING COMPETITIVE INFORMATION You may not accept, use or disclose the confidential information of our competitors. When obtaining competitive information, you must not violate our competitors' rights. Particular care must be taken when dealing with competitors' clients, ex-clients and ex-employees. Never ask for confidential or proprietary information. Never ask a person to violate a non-compete or non-disclosure agreement. If you are uncertain, the Corporate Legal Department can assist you. DEFAMATION AND MISREPRESENTATION Aggressive marketing and selling should not include misstatements, innuendo or rumors about our competition, their services, financial condition or officers and directors. Do not make unsupportable promises concerning AMRE's services or financial condition. Additionally, intentional misstatements regarding AMRE, our officers, directors or shareholders is strictly prohibited and will be remedied with the appropriate legal recourse. USE OF AMRE AND THIRD PARTY SOFTWARE AMRE and third party software may be distributed and disclosed only to officers, directors and employees authorized to use it. AMRE and third party software may not be copied without specific authorization and may only be used to perform assigned responsibilities. All third party software must be properly licensed. The license agreements for such third party software may place various restrictions on the disclosure, use and copying of software. FAIR DEALING No AMRE officer, director or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. FAIR COMPETITION AND ANTITRUST LAWS AMRE must comply with all applicable fair competition and antitrust laws. These laws attempt to ensure that businesses compete fairly and honestly and prohibit conduct seeking to reduce or restrain competition. If you are uncertain whether a contemplated action raises unfair competition or antitrust issues, the Corporate Legal Department can assist you. SECURITIES TRADING It is usually illegal to buy or sell securities using material information not available to the public. Persons who give such undisclosed "inside" information to others may be as liable as persons who trade securities while possessing such information. Securities laws may be violated if you, or any relatives or friends trade in securities of AMRE, or any of its shareholders, clients, customers, or vendors, while possessing "inside" information. If you are uncertain, the Corporate Legal Department can assist you. Officers and directors of AMRE are prohibited from trading during so- called retirement fund "blackout" periods, which are those blackout periods that are imposed on tax-qualified defined contribution plans, such as 401(k) plans. Profits received from transactions in violation of this provision are subject to recapture for the benefit of the Company. POLITICAL CONTRIBUTIONS No company funds may be given directly to political candidates. You may, however, engage in political activity with your own resources on your own time. WAIVERS The Code of Business Conduct & Ethics applies to all AMRE officers, directors and employees. There shall be no waiver of any part of the Code, except by a vote of the Board of Directors or a designated committee, which will ascertain whether a waiver is appropriate and ensure that the waiver is accompanied by appropriate controls designed to protect AMRE. In the event that any waiver is granted, the waiver will be posted on the AMRE website, thereby allowing the AMRE shareholders to evaluate the merits of the particular waiver. ENFORCEMENT PROCEDURES The Code must be supported with clear, orderly, and reasonable enforcement procedures if AMRE is to discipline persons who violate the Code. Enforcement procedures must be equitable to all parties. They must ensure no actions are taken in an arbitrary or malicious manner. REPORTING ETHICAL VIOLATIONS Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow officers, directors and employees. If you are powerless to stop suspected misconduct or discover it after it has occurred, you should report it to the appropriate level of management. If you are still concerned after speaking with management or feel uncomfortable speaking with them (for whatever reason), you may send a complaint evidencing the violation to the chief executive officer of AMRE at 3440 East Russell Road, Suite 217, Las Vegas, NV 89120. Your complaint will be dealt with confidentially and you have AMRE's commitment that you will be protected from retaliation. The complaint must: * be against a single individual; and * be in writing; and * cite the specific clause of the Code that is alleged to have been violated; and * describe the specific action in question; and * describe in general terms, the substantial negative effect of that action upon AMRE, the public, or an individual; and * contain a statement that the specific action of the accused in question is not already or imminently (to the best knowledge of the complainant(s)) the subject of legal proceedings; and * contain a signed statement that the facts are true to the best knowledge of the complainant(s). The chief executive officer, or his representative, will review the complaint to determine if it meets the above criteria. If it does not, it will be returned to the complainant(s) for possible change and re-submission. If the specific action of the accused is the subject of legal proceedings, no further action will be taken until those proceedings are concluded. If the complaint is not rejected then, subject to legal advice, the accused person will be notified (by registered mail to last known address), provided with a copy of the complaint, and allowed thirty (30) days to prepare a written rebuttal of the complaint if so desired. The rebuttal should address the same points as the complaint, and must also include a statement that the facts contained in the rebuttal are true to the best knowledge of the accused. The chief executive officer, or his representative, shall review the complaint and, if available, the rebuttal, to determine if there is sufficient evidence to hold a full hearing. If it is determined that a full hearing is warranted, the full information will be forwarded to a three-member Hearing Committee appointed within thirty (30) days of the receipt of the rebuttal or at the last date allowed for receipt of the rebuttal. THE HEARING PROCESS The Hearing Committee will attempt to interview, at the expense of AMRE, the complainant(s), and the accused, plus any other parties with relevant information. The number of people interviewed, and the extent of the effort to secure interviews, is a matter of judgment by the Hearing Committee. The Hearing Committee will decide if the accused may be present during the interviews. If the accused is not allowed to be present during the interviews, the accused shall be provided with notes documenting the substance of the interviews. The accused will be afforded the opportunity for a full hearing, with the complainant(s) present if desired by the accused. The Hearing Committee should have the services of legal counsel available as required. The accused, and the complainant(s), may obtain counsel at their own expense, if either or both desire. The Hearing Committee, after full and complete deliberation, will rule in writing as to the individual case. Additional rules and procedures shall be established by the Hearing Committee as required in their judgment. The ruling of the Hearing Committee may be: 1. a clearing of charges; or 2. a warning statement to the accused; or 3. termination of the accused's position; or 4. such other ruling as the Hearing Committee in its discretion sees fit. The Hearing Committee will prepare an opinion on the particular case that will cover the facts of the case, the action taken, and the reason for that action. This will be reviewed by the Board of Directors of AMRE and by legal counsel at the discretion of the Board of Directors. When approved this opinion will be sent to the accused, who may consider exercising the Appeal Process. Due diligence should be used to provide this opinion to the accused within 120 days of the receipt of the complaint by the Hearing Committee. If this is not possible, a letter should be sent to the chief executive officer of AMRE, with copies to the accused and complainant(s), requesting an extension of this limit, and stating the reason for this request. THE APPEAL PROCESS If not satisfied with the ruling of the Hearing Committee, the accused may appeal to the chief executive officer of AMRE within 30 days of issuance of the Hearing Committee opinion. If appealed, the following procedure will be used: 1. The Board of Directors, at its next scheduled meeting, or at a special meeting, shall review the opinion, and any other information available, and shall determine if: a substantive procedural error has been committed by the Hearing Committee, or substantial new evidence has been produced. The accused and the complainant are permitted legal counsel at the Board of Directors appeal session. The Board of Directors shall determine if, in its sole judgment, one of the two above noted criteria have been established, in which case the council shall refer the matter back to the previous or a new Hearing Committee for further proceedings. The decision of the Board of Directors shall be final and there shall be no further appeal. PUBLICATION AND RECORD RETENTION After the Appeal Process and any further proceedings have been exhausted, or after completion of the time allowed to initiate an Appeal Process, the opinion will be published on AMRE's website, if the ruling was the termination of the accused, and will be published at the request of the accused, if the ruling was a clearing of charges or issue of warning statement. The record of the Hearing Committee and all appropriate supporting documentation will be retained by AMRE for two years. Response to queries may include statistical information that does not reveal detail about a specific complaint, such as the number of complaints processed, provided the approval of the Board of Directors is obtained, or responses may include copies of information previously published. Any other information may be released only with the written permission of the Board of Directors, the accused, and the accuser(s). CONCLUSION In the final analysis you are the guardian of AMRE's ethics. While there are no universal rules, when in doubt ask yourself: * Will my actions be ethical in every respect and fully comply with the law and with AMRE policies? * Will my actions have the appearance of impropriety? * Will my actions be questioned by my supervisors, associates, clients, family and the general public? * Am I trying to fool anyone, including myself, as to the propriety of my actions? If you are uncomfortable with your answer to any of the above, you should not take the contemplated actions without first discussing them with management. If you are still uncomfortable, please follow the steps outlined above in the Section on "Reporting Ethical Violations." Any associate who ignores or violates any of AMRE's ethical standards, and any member of management who penalizes a subordinate for trying to follow these ethical standards, will be subject to corrective action, including immediate dismissal. However, it is not the threat of discipline that should govern your actions. We hope you share our belief that a dedicated commitment to ethical behavior is the right thing to do, is good business, and is the surest way for AMRE to become and remain a respected and successful company. EX-5 7 ex_21.txt EXHIBIT 21 EXHIBIT 21 LIST OF SUBSIDIARIES OF AMERIRESOURCE TECHNOLOGIES, INC. 1. West Texas Real Estate & Resources, Inc. is a Nevada corporation 2. Net2Auction, Inc. is a Delaware corporation 3. Net2Auction Corporation is a Nevada corporation 4. RoboServer Systems Corp. is a Delaware corporation 5. Self-Serve Technologies, Inc. is a Nevada corporation 6. AuctionWagon, Inc. is a California corporation 7. Auction Soft Pro Corporation is a Nevada corporation 8. VoIPCom USA, Inc. is a Delaware corporation 9. BizAuctions, Inc. is a Delaware corporation 10. BizAuctions Corp. is a Nevada corporation EX-7 8 ex_31-1.txt EXHIBIT 31.1 EXHIBIT 31.1 CERTIFICATION I, Delmar Janovec, as Chief Executive Officer and the person performing functions similar to that of a Principal Financial Officer of AmeriResource Technologies, Inc. (the "Company"), certify that: 1. I have reviewed this report on Form 10-KSB/A for the fiscal year ended December 31, 2006 of the Company; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this annual report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: (a)designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to myself by others within those entities, particularly during the period in which this annual report is being prepared; (b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c)evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)disclosed in this report any change in the small business issuer's internal controls over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially effect, the small business issuer's internal controls over financial reporting; and 5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors; (a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b)any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: September 18, 2007 /s/ Delmar Janovec - ------------------ Delmar Janovec Chief Executive Officer and Principal Financial Officer EX-8 9 ex_32-1.txt EXHIBIT 32.1 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United Stated Code, the undersigned officer of AmeriResource Technologies, Inc. (the "Company"), does herby certify, to such officer's knowledge, that: (a) the Annual report on Form 10-KSB/A for the year ended December 31, 2006 (the "Form 10-KSB/A") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (b) the information contained in the Form 10-KSB fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: September 18, 2007 /s/ Delmar Janovec - ------------------ Delmar Janovec Chief Executive Officer and Principal Financial Officer EX-9 10 ex_8k062507.txt 8-K FILED ON JUNE 25, 2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 25, 2007 AMERIRESOURCE TECHNOLOGIES, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-20033 84-1084784 ------------------------ ------------------------------------ (Commission File Number) (IRS Employer Identification Number) 3440 E. Russell Road, Suite 217, Las Vegas, Nevada 89120 -------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (702) 214-4249 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On June 22, 2007 AmeriResource Technologies, Inc., a Delaware corporation ("AMRE"), Net2Auction, Inc., a Delaware corporation, ("NAUC"), and Nexia Holdings Inc., a Nevada corporation ("NEXA"), entered into a Stock Exchange Agreement (the "Agreement") whereas Nexia Holdings, Inc. will acquire 90% of the issued and outstanding preferred stock shares of Net2Auction, Inc. in exchange for the issuance of sixty thousand (60,000) shares of Nexia's Series C Preferred stock with a stated value of $5.00 per share for a total of $300,000. Nexia Holdings will be transferring its ownership in its Landis Lifestyle Salon ("Landis") into Net2Auction, Inc., Landis had assets that total approximately $415,580 and reported revenues of $1,326,013 for the year ending December 31, 2006. Nexia Holdings reported revenues for the first quarter of 2007 for Landis operations to be $424,863 with a reported net loss of $20,930. Landis's business plan calls for the acquisition of an additional four (4) Salons, within the next two calendar years. Landis Lifestyle Salons uses the Aveda{reg-trade-mark} product line exclusively in its operations and these products are rated as one of the best in the health and beauty care industry. Pursuant to the terms of the agreement, AmeriResource will retain its Twenty-Five Million (25,000,000) shares of common stock in Net2Auction, Inc. and remain a shareholder. All assets and liabilities of Net2Auction, Inc. will be transferred to AmeriResource prior to the close of the transaction with Nexia Holdings, Inc. EXHIBIT PAGE NO. NO. DESCRIPTION 2 (i) 3 Stock Exchange Agreement, dated June 22, 2007, between AmeriResource Technologies, Inc., Net2Auction, Inc., and Nexia Holdings, Inc. SIGNATURES Pursuant to the requirement of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated this 25th day of June 2007. AmeriResource Technologies, Inc. By: /s/ Delmar Janovec -------------------------------- AmeriResource Technologies, Inc. By: Delmar Janovec, President EXHIBIT 2 (I) STOCK EXCHANGE AGREEMENT This Stock Purchase Agreement ("Agreement") is entered into this 22nd day of June, 2007 by and between Nexia Holdings, Inc., a Nevada corporation ("NEXA"), with a principal office located at 59 West 100 South, Second Floor, Salt Lake City, Utah 84101, and AmeriResource Technologies, Inc., a Delaware corporation ("AMRE") and other shareholders of Net2Auction, Inc. ("NAUC") both with principal offices located at 3440 E. Russell Road, Suite 217, Las Vegas, Nevada, 89120. WHEREAS, NEXA desires to acquire 90% of the issued and outstanding preferred shares of NAUC ("NAUC Shares{approx-equal}) in exchange for the issuance of sixty thousand (60,000) shares of NEXA's Series C Preferred Stock, with a stated value of $5.00 per share or $300,000; and WHEREAS, AMRE and the other shareholders of NAUC desire to transfer to NEXA 90% of the issued and outstanding preferred shares of NAUC in exchange for sixty thousand (60,000) shares of NEXA Series C Preferred Stock. 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. The parties will exchange shares as follows: a. NEXA will transfer 60,000 shares of its Series C Preferred Stock to AMRE and designated shareholders of NAUC on or before July 20, 2007 (the "Closing Date") and NEXA will deliver the NEXA shares with all the necessary paperwork to establish ownership in AMRE or the designated shareholders of NAUC of the NEXA shares; and b. AMRE and the shareholders of NAUC will transfer shares, rounded up to whole shares, to equal not less than 90% of all issued and outstanding preferred shares of NAUC to NEXA or its designee on or before the Closing Date and AMRE will deliver the NAUC shares with all the necessary paperwork to establish ownership in NEXA of the NAUC shares. 2. Termination. This Agreement may be terminated at any time prior to the Closing Date: A. By AMRE or NEXA: (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 the judgment 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 31, 2007, or such later date as shall have been approved by parties hereto, other than for reasons set forth herein. B. By NEXA: (1) If AMRE shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of AMRE contained herein shall be inaccurate in any material respect; or C. By AMRE: (1) If NEXA shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of NEXA 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. 3. Representations and Warranties of AMRE. AMRE hereby represents and warrants that effective this date and the Closing Date, the following representations are true and correct: A. Authority. AMRE has the full power and authority to enter this Agreement and to carry out the transactions contemplated by 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 AMRE to which AMRE is a party and has been duly authorized by all appropriate and necessary action. C. Deliverance of Shares. As of the Closing Date, the shares to be delivered to NEXA, or its designee valid and legally issued shares of NAUC, fully paid and non-assessable and equivalent in all respects to all other issued and outstanding shares of NAUC preferred stock. 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 AMRE. E. Assets and Liabilities of NAUC. As of the date of closing, NAUC shall have $0 liabilities and $0 assets. 4. Representations and Warranties of NEXA. NEXA 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. NEXA 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 NEXA 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 NEXA to which NEXA is a party and has been duly authorized by all appropriate and necessary action. C. No Conflict with Other Instrument. The execution of this agreement will not violate or breach any document, instrument, agreement, contract or commitment material to NEXA. 5. Closing. The Closing as herein referred to shall occur upon such date as the parties hereto may mutually agreed upon, but is expected to be on or before July 18, 2007. 6. Conditions Precedent of NEXA to Effect Closing. All obligations of NEXA under this Agreement are subject to fulfillment prior to or as of the Closing Date, as follows: A. The representations and warranties by or on behalf of AMRE contained in this Agreement or in any certificate or documents delivered to NEXA pursuant to the provisions hereof shall be true in all material respects as of the time of Closing as though such representations and warranties were made at and as of such time. B. AMRE 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 NEXA pursuant to the provisions hereof shall be reasonably satisfactory to NEXA's legal counsel. D. NAUC shall have provided reasonable assurances that as of or prior to the date of closing that it has $0 in liabilities and $0 in assets. 7. Conditions Precedent of AMRE to Effect Closing. All obligations of AMRE under this Agreement are subject to fulfillment prior to or as of the date of Closing, as follows: A. The representations and warranties by or on behalf of NEXA contained in this Agreement or in any certificate or documents delivered to AMRE pursuant to the provisions hereof shall be true in all material respects as of the time of Closing as though such representations and warranties were made at and as of such time. B. NEXA 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 AMRE pursuant to the provisions hereof shall be reasonably satisfactory to AMRE's legal counsel. 8. 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. 9. 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. 10. 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 indemnification 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 unreasonably 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 judgment 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 judgment or enter into any settlement without the written consent of the Indemnifying Party (which consent will not be unreasonably 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 judgment. 11. Default at Closing. Notwithstanding the provisions hereof, if either party shall fail or refuse to deliver any of the 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 that party and the other party 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 the defaulting party. 12. Costs and Expenses. NEXA and AMRE shall bear their own costs and expenses in the proposed exchange and transfer described in this Agreement. NEXA and AMRE have been represented by their own attorneys in this transaction, and shall pay the fees of their attorneys, except as may be expressly set forth herein to the contrary. 13. 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 AMRE: To NEXIA: AmeriResource Technologies, Inc. Nexia Holdings, Inc. 3440 E. Russell Road, Suite 217 59 West 100 South, Second Floor Las Vegas, Nevada 89120 Salt Lake City, Utah 84101 14. 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 additional steps 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 not 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 arbitrator and waives any objection to the laying of venue in, or the jurisdiction of, said Arbitrator. 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 as set forth herein, have been made by any party. I. Severability. If any part of this Agreement is deemed to be unenforceable the balance of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. AmeriResource Technologies, Inc. Nexia Holdings, Inc., A Delaware Corporation a Nevada corporation By: /s/ Delmar Janovec By: /s/ Richard Surber ---------------------- ---------------------- Name: Delmar Janovec Name: Richard Surber Its: President Its: President Delmar Janovec, President & Shareholder of Net2Auction, Inc. (NAUC) /s/ Delmar Janovec ------------------ Delmar Janovec EX-10 11 ex_8k090407.txt 8-K FILED ON SEPTEMBER 4, 2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report: September 4, 2007 AMERIRESOURCE TECHNOLOGIES, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-20033 84-1084784 ------------------------ ------------------------------------ (Commission File Number) (IRS Employer Identification Number) 3440 E. Russell Road, Suite 217, Las Vegas, Nevada 89120 -------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (702) 214-4249 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On August 30, 2007 AmeriResource Technologies, Inc., a Delaware corporation, authorized the issuance of One Hundred Twelve Million (112,000,000) shares of restricted common stock of the Company, par value of $0.0001 to QualityStocks, LLC. The issuance was in satisfaction of the agreement between the Company and QualityStocks, LLC to provide public and investor relations services for the Company. The services provided are for broadcasts, publication in newsletters, release of PR's, and placement of banner ads by QualityStocks, LLC. The issuance represented approximately 12% of the current issued and outstanding of 933,402,125 shares of common stock of the Company. The transaction was processed as a private sale exempt from registration under Section 4(6) of the Securities Act of 1933. ITEM 9.01 EXHIBITS EXHIBIT PAGE NO. NO. DESCRIPTION NONE SIGNATURES Pursuant to the requirement of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated this 4th day of September, 2007. AmeriResource Technologies, Inc. /s/ Delmar Janovec By: ------------------ AmeriResource Technologies, Inc. By: Delmar Janovec, President # -----END PRIVACY-ENHANCED MESSAGE-----