ameriresource.htm
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 12,
2008
AMERIRESOURCE
TECHNOLOGIES,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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0-20033
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84-1084784
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(Commission
File Number)
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(IRS
Employer Identification Number)
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3440 E. Russell Road, Suite
217, Las Vegas, Nevada 89120
(Address
of Principal Executive
Offices) (Zip
Code)
(702)
214-4249
(Registrant’s
Telephone Number, Including Area Code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
3.03 Material
Modifications to Rights of Security Holders
The
information set forth in Item 5.03 is incorporated herein by
reference.
Item
5.03 Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May
28, 2008, 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 the shareholders, by written consent,
for the approval of authorizing the Company to effect a reverse split of the
Company’s common stock, par value $0.0001 at a ratio of one for four hundred (1:
400). On May 29, 2008, the Company’s Board of Directors approved the
implementation of a reverse stock split at a ratio of one-for-four
hundred.
On May
30, 2008, the Company submitted a Certificate of Amendment to its Certificate of
Incorporation with the Delaware Secretary of State to effect the reverse stock
split.
On June
4, 2008 the Company filed with CUSIP for a new CUSIP number and on June 6, 2008
notified the NASD, pursuant to Rule 10b-17, of the reverse split and request for
a new ticker symbol.
On June
12, 2008, at 5:00 p.m. Eastern Time, the reverse stock split shall become
effective. At that time, each four hundred (400) outstanding shares
of common stock of the Company will be combined into and automatically become
one (1) outstanding shares of common stock of the Company. The
reverse stock split is expected to reduce the number of outstanding shares of
the Company’s common stock from approximately 6,375,058,308 shares to
approximately 15,939,048 shares. No fractional shares will be
issued in connection with the reverse stock split, all fractional shares that
would have resulted from the reverse split shall be rounded up to the next whole
share.
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EXHIBIT
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PAGE
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NO.
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NO.
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DESCRIPTION
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SIGNATURES
Pursuant to the requirement of the
Securities Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated
this 12th day of
June 2008.
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AmeriResource
Technologies, Inc.
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By:
_/s/ Delmar
Janovec
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By:
Delmar Janovec, President
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