SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
CURRENT
REPORT
PURSUANT
TO SECTION 14 (C)
of
the
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report April 7, 2009
AmeriResource Technologies,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation or organization)
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0-20033
(SEC
File Number)
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84-1084784
(IRS
Employer Identification
Number)
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c/o,
Delmar Janovec, President
3440 East Russell Road, Suite 217
Las Vegas, Nevada
89120
(Address
of principal executive offices)
(702)
214-4249
(Registrant's
telephone number, including area code)
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
Check the
appropriate box:
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[
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)
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[ X ]
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Definitive
Information Statement
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Payment
of Filing Fee (Check the appropriate box):
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[
X ]
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No
fee required.
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[
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Fee
computed on table below per Exchange Act Rules 14(c)-5(g) and
0-11.
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1)
Title of each class of securities to which transaction
applies:
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2)
Aggregate number of securities to which transaction
applies:
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3)
Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount of which the filing fee is
calculated and state how it was determined): 0
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4)
Proposed maximum aggregate value of transaction: 0
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5)
Total fee paid.
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[
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Fee
paid previously with preliminary materials.
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box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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4)
Date Filed.
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AMERIRESOURCE
TECHNOLGIES, INC.
3440
East Russell Road, Suite 217
Las
Vegas, Nevada 89120
(702)
214-4249
To Our
Stockholders:
This
Information Statement is furnished to the stockholders of AmeriResource
Technologies, Inc., a Delaware corporation (“ARIO”), in connection with the
following corporate action in connection with resolutions of the Board of
Directors and the written consent of holders of in excess of 50% of the voting
rights of AmeriResource providing for shareholder authorization to
the board of directors of the corporation to change the name of the corporation
to “ATTO Solutions, Inc.” and to conduct a minimum holding buyback from all
shareholders holding less than a total of 120 shares of the common stock of the
corporation in exchange for a set payment in the amount of $1.00.
The Board
has also approved and submitted to the State of Delaware a designation of
preferred stock as “Series F Preferred Stock” that will apply to 2,250,000 of
the authorized shares of preferred stock. This series of preferred
stock will have voting rights equal to one vote for each shares of issued stock
and each share of Series F Preferred shall be convertible into that number of
shares of the Company’s Common Stock, equal in Market Value to Five Dollars
($5.00). This designation has been filed with the Secretary of State
for the State of Delaware as of March 6, 2009.
AmeriResource
is not asking you for a proxy and you are requested to not send a
proxy.
Only
stockholders of record at the close of business on February 27, 2009 shall be
given a copy of the Information Statement.
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By Order of the Board of Directors |
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/s/
Delmar Janovec |
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Delmar Janovec, President |
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This
information statement is being furnished to all holders of the common stock of
AmeriResource in connection with the Proposed Action by Written Consent to
authorize the Board of Directors to carry out the amendment to its article of
incorporation and change its name to “ATTO SOLUTIONS, INC.” to authorize
the minimum holdings buyback from all shareholders holding less than a total of
120 shares of common stock in exchange for a set payment in the amount of
$1.00.
ITEM 1.
INFORMATION
STATEMENT
This
information statement is being furnished to all holders of the common stock of
AmeriResource Technologies, Inc., a Delaware Company ("ARIO"), in connection
with resolutions of the Board of Directors and the written consent of the
holders of in excess of 50% of the voting rights of the shareholders of
AmeriResource. The board of directors, as approved by the written
consent of the holders of in excess of 50% of the voting rights of the
shareholders of AmeriResource, provides public notice of the approval and
authorization for a change in the name of the corporation to “ATTO SOLUTIONS,
INC.” and to authorize the minimum holdings buyback from shareholders holding a
total of less than 120 shares of the common stock of the corporation in exchange
for a payment in the amount of $1.00.
The Board
of Directors, and persons owning a majority of the outstanding voting securities
of AmeriResource, have unanimously adopted, ratified and approved the proposed
actions by the ARIO Board of Directors. No other votes are required
or necessary. See the caption "Vote Required for Approval"
below. The change in the name of the corporation would become
effective upon filing of an amendment to the Articles of Incorporation of
AmeriResource with the Delaware Secretary of State’s office. The
process of the minimum holdings buyback will be carried out by the management of
the corporation after final approval and review by shareholders has been carried
out.
The Form
10-Q for quarterly periods ended March 31, 2008, June 30, 2008 and September 30,
2008 and the form 10-KSB for the year ended December 31, 2007, and any reports
on Form 8-K filed by AmeriResource during the past year with the Securities and
Exchange Commission may be viewed on the Securities and Exchange Commission’s
web site at www.sec.gov
in the Edgar Archives. AmeriResource presently current in the filing
of all reports required to be filed by it. See the caption Additional
Information, below.
GRANT
AUTHORITY TO THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF INCORPORATION TO
CHANGE THE COMPANY’S NAME TO “ATTO SOLUTIONS, INC.”.
The board
and management of the Company have approve a change of the Company’s name to
“ATTO SOLUTIONS, INC.” based upon the belief that the name change will more
accurately reflect the current operations of the Company and opportunities for
expansion into new areas that are being investigated at this
time. The cost and time that will be necessary to make the change in
name are estimated to be minimal.
GRANT
AUTHORITY TO THE BOARD OF DIRECTORS TO ACQUIRE FROM SMALL SHAREHOLDERS MINIMAL
HOLDINGS OF LESS THAN 120 SHARES FOR A SET PURCHASE PRICE OF $1.00.
The
Company currently has in excess of 1,200 shareholders of record who hold less
than 120 shares of common stock. The cost of providing notices to
these shareholders and maintaining the shareholder records for these
shareholders compared to the value of the shares is very
high. Management has proposed that each of these shareholders be
provided with a one time payment in the sum of $1.00 and that all shareholders
of record of less than 120 shares be removed from the shareholders list and that
the shares held in such small lots be canceled and returned to the unissued
treasury shares of the Company.
CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion describes certain material federal income tax
considerations relating to the proposed increase in authorized
shares. This discussion is based upon the Internal Revenue Code,
existing and proposed regulations thereunder, legislative history, judicial
decisions, and current administrative rulings and practices, all as amended and
in effect on the date hereof. Any of these authorities could be
repealed, overruled, or modified at any time. Any such change could
be retroactive and, accordingly, could cause the tax consequences to vary
substantially from the consequences described herein. No ruling from the
Internal Revenue Service (the “IRS”) with respect to the matters discussed
herein has been requested, and there is no assurance that the IRS would agree
with the conclusions set forth in this discussion.
This
discussion may not address federal income tax consequences that may be relevant
to particular shareholders in light of their personal circumstances or to
shareholders who may be subject to special treatment under the federal income
tax laws. This discussion also does not address any tax consequences
under state, local or foreign laws.
SHAREHOLDERS
ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCE OF
THE INCREASE IN AUTHORIZED SHARES AND RESTATEMENT OF PAR VALUE FOR THEM,
INCLUDING THE APPLICABILITY OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES IN
APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION.
The
payment to small shareholders of the minimal amount of $1.00 will not have any
tax consequences for the shareholders of record that will receive the proposed
payment.
QUESTIONS
AND ANSWERS REGARDING THE PROPOSED INCREASE IN THE NUMBER OF AUTHORIZED COMMON
SHARES AND THE CHANGE IN THE STATED PAR VALUE OF THE COMMON STOCK
Q. WHY
HAS THE PROPOSAL BEEN MADE TO CHANGE THE NAME OF THE COMPANY?
A. Our
Board of Directors believes that it is in the best interest of the Company and
its shareholders to change the name of the Company to reflect its growth into a
holding company with a wide range of operations.
Q. HAS
THE BOARD OF DIRECTORS APPROVED THE PROPOSAL TO CHANGE THE NAME OF THE
COMPANY?
A. The
sole member of the Board of Directors, Delmar Janovec has approved the change in
the name of the Company as in the best interest of AmeriResource and the best
interest of the current shareholders of AmeriResource.
Q. WHY
HAS THE PROPOSAL BEEN MADE TO CONDUCT THE MINIMUM HOLDING ACQUISITION OF THE
COMMON STOCK IN LOTS OF LESS THAN 120 SHARES OF COMMON STOCK FROM THE
SHAREHOLDERS OF RECORD?
A. Our
Board of Directors believes that it is in the best interest of the Company and
its shareholders to acquire these shares and reduce the administrative costs of
the Company going forward and to provide these minimum holdings shareholders a
method to liquidate their small holdings.
Q. HAS
THE BOARD OF DIRECTORS APPROVED THE PROPOSAL TO CONDUCT THE MINIMUM HOLDINGS
ACQUISTION?
A. The
sole member of the Board of Directors, Delmar Janovec has approved the action to
conduct the minimum holdings acquisition as in the best interest of
AmeriResource and the best interest of the current shareholders of
AmeriResource.
Q.
WHO WILL BE ELIGIBLE FOR THE MINIMUM HOLDINGS ACQUISITON?
A. Only
shareholders of record of 120 shares of common stock or less as of February 27,
2009 will be eligible for the $1.00 payment as reflected on the official records
of the transfer agent of the Company. Beneficial owners of such
minimum holdings will not receive the specified payment and no action will be
taken with regard to such stockholders. Officers, directors and
affiliates of the Company will also not be eligible for the minimum holdings
acquisition. It is estimated that there are in excess of 1,280
shareholders of record holding less than 120 shares, the number of shareholders
of record of the Company would be reduced by that number is the minimum holding
acquisition is carried out.
Q. WILL
THE CHANGES TO THE ARTICLES OF INCORPORATION RESULT IN ANY TAX LIABILITY TO
ME?
A. The
proposed changes are intended to be tax free for federal income tax
purposes.
Q. WHAT
VOTE OF THE SHAREHOLDERS WILL RESULT IN THE PROPOSALS BEING PASSED?
A. To
approve the proposals, the affirmative vote of a majority of the potential votes
cast as stock holders is required. Consents in favor of the proposal
have already been received from shareholders holding a majority of the voting
securities of AmeriResource.
Q. WHO
IS PAYING FOR THIS INFORMATION STATEMENT?
A. The Company will pay for
the delivery of this information statement.
Q. WHOM
SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
A: Delmar
Janovec, President of AmeriResource,, 3440 East Russell Road, Suite 217, Las
Vegas, Nevada 89120 (702) 214-4249 or if by email, delmar@ameriresourcetechnologies.com.
VOTE REQUIRED FOR
APPROVAL
The vote
required to approve the proposal is the affirmative vote of the holders of a
majority of AmeriResource voting stock. Each holder of Common Stock
is entitled to one (1) vote for each share held. The record date for
purposes of determining the number of outstanding shares of voting Stock of
AmeriResource and for determining Stockholders entitled to vote is the close of
business on February 27, 2009 (the “Record Date”). As of the Record
Date, AmeriResource has outstanding 4,793,274,337shares of Common Stock and
1,558,287 shares of preferred stock.
Section
228 of the Delaware General Corporate Law (“Delaware Law”) provides that the
written consent of the holders of the outstanding shares of voting stock, having
not less than the minimum number of votes which would be necessary to authorize
or take action at a meeting at which all shares entitled to vote thereon were
present and voted, may be substituted for such a meeting.
Pursuant
to Section 228 of the Delaware Law, a majority of the outstanding voting shares
of stock entitled to vote thereon is required in order to amend the Articles of
Incorporation and to approve the name change. In order to eliminate
the costs, delay and management time involved in having a special meeting of
Stockholders and obtaining proxies and in order to effect the proposed name
change as early as possible, the Board of Directors of AmeriResource voted to
utilize, and did in fact obtain, the written consent of the holders of a
majority of the voting power of AmeriResource as of the Record
Date.
Pursuant
to Section 228(e) of the Delaware Law, the Company is required to provide prompt
notice of the taking of the corporate action without a meeting of the
Stockholders of record who have not consented in writing to such
action. This Information Statement is tended to provide such
notice. No dissenters’ or appraisal rights under the Delaware Law are
afforded to the Company’s Stockholders as a result of the approval of the
proposed increase in authorized shares.
DISSENTER'S RIGHTS OF
APPRAISAL
The
Delaware General Corporation Law does not provide for dissenter's rights in
connection with the proposed minimum holding stock purchase.
TRANSFER AGENT AND
REGISTRAR
The
transfer agent and registrar for the Company’s stock is Interwest Transfer
Company, Inc., P.O. Box 17136, Salt Lake City, Utah 84117, telephone number of
(801) 272-9294.
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The Board
of Directors fixed the close of business on February 27, 2008 as the record date
for the determination of the common shareholders entitled to notice of the
action by written consent.
At the
record date, AmeriResource had issued and outstanding 4,793,274,337 shares of
$0.0001 par value common stock and 1,558,287 shares of preferred stock.
Shareholders and corporations holding a controlling interest equaling more than
fifty percent (50%) of the voting rights of AmeriResource, as of the record
date, have consented to the proposed amendments to the Articles of
Incorporation. The shareholders have consented to the action required to adopt
the amendment of AmeriResource Articles of Incorporation. This
consent was sufficient, without any further action, to provide the necessary
stockholder approval of the action.
SECURITY
OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The
following table sets forth certain information concerning the ownership of the
Company's common stock as of February 27, 2009, with respect to: (i) each person
known to the Company to be the beneficial owner of more than five percent of the
Company's common stock; (ii) all directors; and (iii) directors and executive
officers of the Company as a group. The notes accompanying the information in
the table below are necessary for a complete understanding of the figures
provided below. As of February 27, 2009, there were 4,793,274,337 shares of
common stock issued and outstanding.
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TITLE
OF
CLASS
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NAME
AND ADDRESS OF
BENEFICIAL
OWNER
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AMOUNT
&
NATURE
OF
BENEFICIAL
OWNERSHIP
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PERCENT
OF CLASS
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Preferred
Series
C
Shares
($0.001
par value)
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Delmar
Janovec
3440
E. Russell Road, Suite 217
Las
Vegas, Nevada 89120
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1,000,000(1)
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100%
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Common Stock
($0.0001
par
value)
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Delmar
Janovec
3440
E. Russell Road, Suite 217
Las
Vegas, Nevada 89120
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2,750,000,040
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0.057%
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Common
Stock
($0.0001
par
value)
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Delmar
Janovec
3440
E. Russell Rd., Suite 217
Las
Vegas, Nevada 89120
Upon
conversion of Preferred Series C
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40,000,000,000
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89%
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Common
Stock
($0.0001)
par
Value
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Directors
and Executive Officers as a
Group
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42,750,000,040
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95%
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___________________
(1) Preferred Series C has voting
rights of 40,000 to 1 of the common stock, these shares give Mr. Janovec
40,000,000,000 votes in any shareholder vote and his personal vote of these
shares may not always be exercised in the best interest of the balance of the
common stock shareholders.
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 26, 2009, AmeriResource Technologies, Inc., a Delaware corporation (the
“Company”) received stockholder consent from the holders of more than 50% of the
shares entitled to a vote in a vote of shareholders, written consent for the
approval of authorizing the Company to effect a name change and the proposed
minimum holding acquisition. On February 26, 2009, the Company’s
Board of Directors approved the name change as set forth herein and the proposed
minimum holdings acquisition.
On March
6, 2009, the Company filed a “Certificate of Designation” with the Secretary of
State of Delaware to designate 2,250,000 shares of its Preferred Stock as
“Series F Preferred Stock.” Each share of the Series F Stock shall be
convertible into common stock of the Company based on the stated value of $5.00
based upon the market value of the common stock on the date of
conversion. Each share of outstanding Series F Preferred is
redeemable by the Company, upon thirty days notice, at the redemption price of
$5.00 per share. No shares of the Series F Preferred Stock have been
issued as of March 10, 2009.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the proposed purchase of small shareholders interest in shares of Ameriresource
common stock which is not shared by all other stockholders.
ADDITIONAL
INFORMATION
Additional
information concerning AmeriResource Technologies, Inc. including its Form
10-KSB annual report for the year ended December 31, 2007 and a quarterly report
on Form 10-Q for the quarter ended March 31, 2008, Form 10-Q for the quarter
ended June 30, 2008, Form 10-Q for the quarter ended September 30, 2008 and any
reports on Form 8-K or other forms which have been filed with the Securities and
Exchange Commission are incorporated herein by reference. All of
these forms may be accessed through the EDGAR archives, at www.sec.gov.
Dated:
April 7, 2009
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By Order of the Board of Directors |
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/s/
Delmar Janovec |
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Delmar Janovec, President |
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EXHIBIT
A
UNANIMOUS WRITTEN CONSENT TO ACTION
WITHOUT A
MEETING
OF THE BOARD OF DIRECTORS
OF
AMERIRESOURCE
TECHNOLOGIES, INC.
The undersigned, constituting all
members of the Board of Directors (“The Board”) of AMERIRESOURCE TECHNOLOGIES,
INC., a Delaware Corporation, (“the Corporation”), acting
pursuant to the By-laws of the Corporation, and the laws of the State of
Delaware, hereby adopt and approve the recitals and resolutions set forth below
by this written resolution, which shall have the same force and effect as if
adopted and approved at a duly held meeting, this 27th Day of
February, 2009.
WHEREAS, the Board believes it
to be in the best interest of the Corporation to take action to reduce the
number of shareholders of record of the Corporation, at the current time there
are 1,280 shareholders of records holding a single share of common
stock, the burden and cost of notice to shareholders and
the current minimal market value of those single shares would not be damaged by
acquiring all shares held by shareholders of record (excluding any officers or
directors of the Corporation) of less than 120 shares each in exchange for the
cash payment of $1.00, at which time any such chares would be cancelled and
returned to the treasury of unissued shares of the Corporation; and
WHEREAS, the Board is informed
and has been provided with the approval of shareholders holding in excess of 50%
of the rights to vote on any issue presented to shareholders for approval for
taking such action with regard to shareholders holding less than 120 shares;
and
WHEREAS, the Board hereby
fixes the close of business on February 27, 2008, as the record date for the
determination of the common shareholders entitled to vote by notice of action by
written consent and to participate in the buyout approved herein;
and
WHEREAS, the Board has duly
adopted the foregoing amendment and restatement of the Certificate of
Incorporation by this resolution and in accordance with provisions of Section
242 and 228 of the General Corporation Law of Delaware; and
WHEREAS, the Board has duly
adopted the foregoing amendment and restatement of the Certificate of
Incorporation by this written consent of the holders of a majority of the
outstanding Common Stock in accordance with the provisions of Section 228 (e) of
the General Corporation Law of Delaware; and
THEREFORE BE IT RESOLVED, that
the Board hereby authorizes, approves and ratifies the management of the
Corporation in taking all action necessary to provide a $1.00 payment to all
shareholders of record holding 120 shares or less of the common stock of the
Corporation and that following the issuance of that payment that all such shares
shall be cancelled, returned to the treasury of the Corporation and the listing
of such persons as shareholders of record shall be terminated and their names
removed from the current listing of shareholders of record; and
FURTHER RESOLVED, that the
Corporation’s officers are authorized, empowered, and directed, in the name of
and on behalf of the Corporation, or otherwise, to execute and deliver all such
documents, instruments, and certificates to make all such payments to perform
all such acts and things and execute and deliver all such other documents as
maybe necessary from time to time in order to carry out the purpose and intent
of this resolution, that all of the acts and doings of such
officers are consistent with the purpose of this resolution are
hereby authorized, approved, ratified, and confirmed in all
respects.
EXHIBIT
B
CERTIFICATE
OF AMENDMENT OF
CERTIFICATE
OF INCORPORATION
OF
AMERIRRESOURCE
TECHNOLOGIES, INC.
AmeriResource
Technologies, Inc. (the “Corporation”), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of
Delaware,
DOES
HEREBY CERTIFY THAT:
FIRST:
That the Board of Directors of the Corporation has duly adopted resolutions
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
setting forth amendments to the Corporation’s Certificate of Incorporation (as
previously amended), and declaring said amendments to be advisable.
SECOND:
That the stockholders of the corporation have duly approved said amendments by
the required vote of such stockholders in accordance with the requirements of
Sections 222 and 228 (e) of the General Corporation Law of the State of
Delaware, by the affirmative vote of a majority of the shares of the outstanding
Common Stock entitled to vote thereon in accordance with Section 242 of the
General Corporation Law of the State of Delaware.
THIRD:
That, the Certificate of Incorporation of the Corporation shall be hereby
amended, without the need of any additional action as follows:
RESOLVED,
that the Certificate of Incorporation of this Corporation be amended by changing
the Article thereof numbered “FIRST”, so that, as amended, said Article shall be
and read as follows:
“The name
of the corporation shall be ATTO Solutions, Inc.
| By: |
/s/ Delmar
Janovec |
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| Name: |
Delmar Janovec |
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| Title: |
President & Secretary |
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*If any
proposed amendment would alter or change any preference or any relative or other
right given to any class or series of outstanding shares, then the amendment
must be approved by the vote, in addition to the affirmative vote otherwise
required, of the holders of the shares representing a majority of the voting
power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above information and remit the proper fees may
cause this filing to be
rejected.