UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2008
Commission file number: 0-12809
AMERICAN RESOURCE TECHNOLOGIES, INC.
(Formerly Golden Chief Resources, Inc.)
(Name of small business issuer in its charter)
| State of Kansas | 48-0846635 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification #) |
2351 W. Northwest Highway, Suite 1203, Dallas, Texas 75220
(Address of principal executive offices)(Zip code)
Issuer's telephone number: (214) 705-3781
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. [X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| | |
Non-accelerated filer [ ] | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act) [ ] Yes [X] No
There were 63,041,273 shares of common stock, No Par Value, outstanding as of September 30, 2010.
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
| American Resource Technologies, Inc. | |
| Balance Sheets | |
| | | (Unaudited) | | | | |
| | | December 31 | | | September 30 | |
| | | 2008 | | | 2008 | |
| A S S E T S | | | | | | |
| | | | | | | |
| Current assets: | | | | | | |
| Cash | | $ | 644 | | | $ | 1,762 | |
| Total current assets | | | 644 | | | | 1,762 | |
| | | | | | | | | |
| Property & equipment | | | | | | | | |
| Producing oil & gas properties, net of accumulated | | | | | | | | |
| depletion of $31,385 and $24,458 respectively | | | 244,169 | | | | 251,096 | |
| Furniture & fixtures, net of accumulated depreciation | | | | | | | | |
| of $8,500 and $7,750 respectively | | | 16,500 | | | | 17,250 | |
| | | | 260,669 | | | | 268,346 | |
| Other assets | | | | | | | | |
| Unproved oil & gas properties | | | 42,000 | | | | 42,000 | |
| Total | | | 42,000 | | | | 42,000 | |
| | | | | | | | | |
| Total assets | | $ | 303,313 | | | $ | 312,108 | |
| | | | | | | | | |
| L I A B I L I T I E S and S T O C K H O L D E R S' E Q U I T Y | | | | | |
| | | | | | | | | |
| Current liabilities | | | | | | | | |
| Accounts payable | | $ | 58,031 | | | $ | 52,955 | |
| Advances from related party | | | 36,121 | | | | 36,839 | |
| Total current liabilities | | | 94,152 | | | | 89,794 | |
| | | | | | | | | |
| Long-term liabilities | | | | | | | | |
| Long-term notes payable | | | 60,000 | | | | 60,000 | |
| Total long-term liabilities | | | 60,000 | | | | 60,000 | |
| | | | | | | | | |
| Stockholders' equity | | | | | | | | |
| Common stock, no par value authorized 500,000,000 shares; 22,098,559 and 15,598,559 issued and outstanding, respectively | | | | | | | | |
| Additional paid-in capital | | | 5,417,806 | | | | 5,157,806 | |
| Accumulated deficit | | | (5,268,645 | ) | | | (4,995,492 | ) |
| | | | | | | | | |
| Total stockholders' equity | | | 149,161 | | | | 162,314 | |
| | | | | | | | | |
| Total liabilities and stockholders' equity | | $ | 303,313 | | | $ | 312,108 | |
The accompanying notes are an integral part of the financial statements
| American Resource Technologies, Inc. | |
| Statements of Operations | |
| For Three Months Ended December 31, 2008 and 2007 | |
| (Unaudited) | |
| | | | | | | |
| | | | | | | |
| | | 2008 | | | 2007 | |
| | | | | | | |
| Revenue | | | | | | |
| Oil and gas | | $ | 10,146 | | | $ | 17,089 | |
| | | | | | | | | |
| Cost of Revenues | | | | | | | | |
| Lease operating expenses | | | 10,204 | | | | 8,102 | |
| Depletion | | | 6,927 | | | | 5,457 | |
| Total Cost of Revenues | | | 17,131 | | | | 13,559 | |
| | | | | | | | | |
| Interest Expense | | | 1,500 | | | | | |
| Stock based compensation | | | 180,000 | | | | | |
| Shares issued for consulting | | | 70,000 | | | | | |
| General & administrative expenses | | | 14,668 | | | | 127,791 | |
| | | | | | | | | |
| Total Operating Expenses | | | 266,168 | | | | 127,791 | |
| | | | | | | | | |
| Net loss | | $ | (273,153 | ) | | $ | (124,261 | ) |
| | | | | | | | | |
| Loss per Share | | $ | (0.02 | ) | | $ | (0.01 | ) |
| | | | | | | | | |
| Weighted Average Shares Outstanding | | | 17,606,711 | | | | 11,339,772 | |
The accompanying notes are an integral part of the financial statements
| American Resource Technologies, Inc. | |
| Statement of Changes in Stockholders' Equity | |
| For the Three Months Ended December 31, 2008 | |
| (Unaudited) | |
| | | | | | | | | | | | | |
| | | Common Stock | | | Additional | | | | | | Total | |
| | | Shares | | | Paid in | | | Accumulated | | | Stockholders' | |
| | | No par value | | | Capital | | | Deficit | | | Equity | |
| Balances September 30, 2008 | | | 15,598,559 | | | $ | 5,157,806 | | | $ | (4,995,492 | ) | | $ | 162,314 | |
| | | | | | | | | | | | | | | | | |
| Shares issued for: | | | | | | | | | | | | | | | | |
| Cash | | | 250,000 | | | | 10,000 | | | | | | | | 10,000 | |
| Services | | | 1,750,000 | | | | 70,000 | | | | | | | | 70,000 | |
| Compensation | | | 4,500,000 | | | | 180,000 | | | | | | | | 180,000 | |
| | | | | | | | | | | | | | | | - | |
| | | | | | | | | | | | | | | | | |
| Net loss | | | | | | | | | | | (273,153 | ) | | | (273,153 | ) |
| | | | | | | | | | | | | | | | | |
| Balances December 31, 2008 | | | 22,098,559 | | | $ | 5,417,806 | | | $ | (5,268,645 | ) | | $ | 149,161 | |
The accompanying notes are an integral part of the financial statements
| American Resource Technologies, Inc. | |
| Statements of Cash Flows | |
| For the Three Months December 31, 2008 & 2007 | |
| (Unaudited) | |
| | |
| | |
| | | (Unaudited) | | | | |
| Cash Flows from Operating Activities: | | 2008 | | | 2007 | |
| | | | | | | |
| Net Loss | | $ | (273,153 | ) | | $ | (124,261 | ) |
| | | | | | | | | |
| Adjustments to reconcile net loss to net cash | | | | | | | | |
| used in operating activities: | | | | | | | | |
| Depletion | | | 6,927 | | | | 5,457 | |
| Depreciation | | | 750 | | | | 750 | |
| Stock Issued for Services | | | 70,000 | | | | 79,770 | |
| Stock Issued for Compensation | | | 180,000 | | | | | |
| Change in assets and liabilities: | | | | | | | | |
| Increase(Decrease) in: | | | | | | | | |
| Accounts Payable | | | 5,076 | | | | 236 | |
| | | | | | | | | |
| | | | | | | | | |
| Net Cash Used in Operating Activities | | | (10,400 | ) | | | (38,048 | ) |
| | | | | | | | | |
| Cash Flows from Investing Activities | | | | | | | | |
| | | | | | | | | |
| Advances from related parties | | | (718 | ) | | | (4,458 | ) |
| | | | | | | | | |
| Net Cash Used in Investing Activities | | | (718 | ) | | | (4,458 | ) |
| | | | | | | | | |
| Cash Flows from Financing Activities: | | | | | | | | |
| | | | | | | | | |
| Long-term debt | | | - | | | | 10,000 | |
| Proceeds of stock sales | | | 10,000 | | | | 25,000 | |
| | | | | | | | | |
| Net Cash Provided by Financing Activities | | | 10,000 | | | | 35,000 | |
| | | | | | | | | |
| Net Increase (Decrease) in Cash | | | (1,118 | ) | | | (7,506 | ) |
| | | | | | | | | |
| Cash -Beginning of period | | | 1,762 | | | | 25,280 | |
| | | | | | | | | |
| Cash -End of period | | $ | 644 | | | $ | 17,774 | |
| | | | | | | | | |
| Supplementary Disclosure: | | | | | | | | |
| Cash Paid for Interest | | $ | 1,500 | | | $ | 1,500 | |
The accompanying notes are an integral part of the financial statements
American Resource Technologies, Inc.
Notes to Financial Statements
NOTE 1 – BASIS OF PRESENTATION
The accompanying unaudited financial statements of American Resource Technologies, Inc. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q for the three month periods ended December 31, 2008 and 2007 and reflect, in the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. The foregoing financial statements do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to financial stat ements for the year ended September 30, 2008 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with the annual financial statements and accompanying notes. Operating results for the three months ended December 31, 2008 are not necessarily indicative of the results that may be expected for the year ending September 30, 2009.
New Accounting Standards
During the year ended September 30, 2008 there were several new accounting pronouncements issued by the Financial Accounting Standards Board (FASB). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or operating results. The Company will monitor these emerging issues to assess any potential future impact on its consolidated financial statements.
NOTE 2 – COMMON STOCK
During the three months ending December 31, 2008, American Resources issued 250,000 shares of common stock for cash of $10,000. An additional 1,750,000 shares were issued for services of $70,000 and 4,500,000 shares valued at $180,000 were issued to officers of the Company.
NOTE 3 – SUBSEQUENT EVENTS
In January of 2009 the Company entered into a lease agreement with Carlton Field, II, LP to lease the current space in Dallas, Texas for a term of three years at a rate of $2,000 per month. The lease calls for certain escalations due to utility costs and other small items.
In March of 2009 the Company authorized 500,000 shares to be issued Ameribras valued at $40,000 for an interest in that company. The shares were issued in August of 2009.
In May of 2009 the Company entered into a note agreement which generated $25,000 cash to the Company with a repayment date of one year from the execution date requiring the repayment of $50,000 to the lender. Included in the note agreement was the issuance of warrants for the purchase of 500,000 shares of the Company’s common stock at $0.10 per share, expiring on the fifth anniversary of the grant. This note was satisfied in May of 2010 by the issuance of 500,000 shares of the Company’s common stock.
In June of 2009 the Company issued 500,000 shares to Pat Wilson valued at $11,000 for consulting services, and 250,000 shares valued at $5,500 to ThorGeoTrack for an interest in that company. Also in June of 2009 the Company entered into an agreement with an investor agreeing to pay $40,000 in one year in return for the investment of $25,000. This note was satisfied in June of 2010 by the issuance of 500,000 shares of the Company’s common stock. The investor received a one year option to acquire 500,000 shares of the Company’s common stock for a payment of $0.10 per share.
In July of 2009 the Company issued 750,000 shares to Brasil Asset Management for an interest in that company, and an additional 750,000 shares to AmeriBras (Formerly Skypercorp do Brasil) increasing the Company’s interest in AmeriBras. Each of these issuances were valued at $52,500.
In August of 2009 the Company issued 971,469 shares to Sabine Operating Services in payment of $68,003 in payables to Sabine. The Company also issued 500,000 shares to AmeriBras valued at $40,000 increasing the Company’s interest in that company. The Company issued 250,000 shares to Hilton Research, Inc. valued at $20,000 for consulting services. The Company also issued 1,500,000 shares valued at $75,000 for acquisition of an interest in the Ownbey Nueces wells.
In September of 2009 the Company issued 16,667 shares to an investor for $1,000 cash.
In September of 2009 the Company wrote off the Noll lease as a dry hole.
In October of 2009 the Company issued 250,000 shares to Scott Duperow valued at $15,000 for consulting services.
In October of 2009 the Company entered into an agreement with an investor agreeing to pay $30,000 in one year in return for the investment of $10,000. The investor received a one year option to acquire 500,000 shares of the Company’s common stock for a payment of $0.10 per share.
On October 7, 2009 the Company entered into a management and consulting agreement with SkyberCorp do Brasil to provide management and consulting services for a period of twenty four months. Compensation to the Company is set at $450,000 per calendar quarter beginning January 1, 2009, payable on January 1, 2011, unless paid earlier.
On October 23, 2009 the Company entered into a management and consulting agreement with Brasil Asset Management Projectos Limitada to provide management and consulting services for a period of twenty four months. Compensation to the Company is set at $300,000 per calendar quarter beginning January 1, 2009, payable on January 1, 2011, unless paid earlier.
In November of 2009 the Company authorized 12,500 shares valued at $1,000 for payment of interest on long term debt. The shares were issued in April of 2010.
In November of 2009 the Company entered into an agreement with an investor agreeing to pay $128,000 in one year in return for the investment of $47,500. The investor received a one year option to acquire 1,000,000 shares of the Company’s common stock for a payment of $0.10 per share.
In December of 2009 the Company issued 200,000 shares valued at $14,000 to Princeton Research of Nevada for consulting services.
In December of 2009 the Company entered into an agreement with an investor agreeing to pay $34,000 in one year in return for the investment of $47,500. The investor received a one year option to acquire 625,000 shares of the Company’s common stock for a payment of $0.10 per share.
In January of 2010 the Company issued 750,000 shares valued at $37,500 to Brasil Asset Management increasing the Company’s interest in that company. The Company issued 500,000 shares to Robert Guzman for cash of $15,000. The Company issued 500,000 shares to Pat Wilson valued at $17,500 for consulting services. The Company issued 31,250 shares valued at $2,500 for payment of interest on long term debt.
In January of 2010 the Company entered into an agreement with an investor agreeing to pay $50,000 in one year in return for the investment of $20,000. The investor received a one year option to acquire 500,000 shares of the Company’s common stock for a payment of $0.10 per share.
On January 1, 2010 the Company entered into a contract for revenue with Brazil Asset Management, Inc. calling for the Company to assist Brazil Asset Management, Inc. in obtaining Brazilian tax credits. The contract calls for a payment to the Company of $1,000,000 on or before January 30, 2011.
In February of 2010 the Company issued 200,000 shares valued at $6,000 to Robert Guzman for consulting services and 66,667 shares to Mr. Guzman for $2,000 cash. The Company issued 200,000 shares valued at $8,182.20 to Scott Duperow for consulting services. The Company issued 750,000 shares valued at $30,000 to Hugh Fowler for administrative services; 750,000 shares valued at $30,000 to M. H. McIlvain for accounting services; 1,500,000 shares valued at $60,000 to B. Fred Oden, III for management services; and 1,000,000 shares valued at $40,000 to MJM Ventures LTD and CD Capital Group for consulting services.
In February of 2010 the Company entered into an agreement with an investor agreeing to pay $125,000 in one year in return for the investment of $52,000. The investor received a one year option to acquire 1,583,334 shares of the Company’s common stock for a payment of $0.10 per share.
In March of 2010 the Company entered into an agreement with an investor agreeing to pay $40,000 in one year in return for the investment of $15,000. The investor received a one year option to acquire 400,000 shares of the Company’s common stock for a payment of $0.10 per share.
In April of 2010 the Company issued 100,000 shares to an investor for $3,000 cash. The Company issued 75,000 shares valued at $3,150 to Scott Duperow for consulting services. The Company issued 450,000 shares valued at $22,250 for an additional interest in the Ownbey lease.
In May of 2010 the Company issued 596,667 shares to investors for $26,500 cash. As noted above the Company issued 500,000 shares to satisfy $50,000 in long term debt.
The Company issued 10,000,000 shares valued at $400,000 to B. Fred Oden, III for management services; 7,500,000 shares valued at $300,000 to Pat Wilson for consulting services: 5,000,000 shares valued at $200,000 to Eric Oden for field services: 1,250,000 valued at $50,000 to M. H. McIlvain for accounting and management services; and 1,250,000 shares valued at $50,000 to Hugh Fowler for administrative services.
In May of 2010 the Company entered into an agreement with an investor agreeing to pay $25,000 in one year in return for the investment of $10,000. The investor received a one year option to acquire 250,000 shares of the Company’s common stock for a payment of $0.10 per share.
In June of 2010 the Company issued 220,000 shares to investors for cash of $11,000. The Company issued 187,500 shares valued at $4,000 as an offset to a payable to Sabine Operating Services. The Company issued 500,000 shares to satisfy $40,000 in long term debt. The Company issued 350,000 shares valued at $63,000 to Richard Severson for consulting services.
In June of 2010 the Company entered into an agreement with an investor agreeing to pay $62,500 in one year in return for the investment of $25,000. The investor received a one year option to acquire 625,000 shares of the Company’s common stock for a payment of $0.10 per share.
In July of 2010 the Company authorized 52,500 shares valued at $2,100 to Striker One Resources as an offset to a payable owed to Striker. As of the date of these financials, these shares have not been issued. The Company issued 100,000 shares valued at $14,000 to Bill Addison for the acquisition of Innovative Weaponry, Inc.
In July of 2010 the Company entered into an agreement with an investor agreeing to pay $25,000 in one year in return for the investment of $10,000. The investor received a one year option to acquire 700,000 shares of the Company’s common stock for a payment of $0.10 per share.
In August of 2010 the Company entered into an agreement with an investor agreeing to pay $60,000 in one year in return for the investment of $20,000. The investor received a one year option to acquire 600,000 shares of the Company’s common stock for a payment of $0.10 per share. Also in August the Company entered into an agreement with an investor agreeing to pay $23,750 in one year in return for the investment of $11,660. In August of 2010 the Company issued 40,000 shares in exchange for $2,160 from an investor.
On September 1, 2010 the Company issued 125,000 common shares to Thor Geo Trak for an additional interest in that company.
In October of 2010 the Company entered into an agreement with an investor agreeing to pay $120,000 in one year in return for the investment of $40,000. The investor received a one year option to acquire 1,200,000 shares of the Company’s common stock for a payment of $0.10 per share.
The following table illustrates the foregoing common stock transactions since the date of these financial statements:
| Category | | Shares | | | Options | | | Warrants | |
| Cash | | | 1,540,001 | | | | | | | |
| Debt Issuance | | | | | | | 8,483,334 | | | | 500,000 | |
| Debt Settlement | | | 1,000,000 | | | | | | | | | |
| Interest Payment | | | 43,750 | | | | | | | | | |
| Services | | | 11,774,994 | | | | | | | | | |
| Investments | | | 3,725,000 | | | | | | | | | |
| Ownbey Lease Acquisitions | | | 1,950,000 | | | | | | | | | |
| Compensation | | | 20,908,969 | | | | | | | | | |
| Total | | | 40,942,714 | | | | 8,483,334 | | | | 500,000 | |
NOTE 4 - STOCK OPTIONS
The following table lists the options outstanding at December 31, 2008:
| Gantee | Date of Grant | Exp. Date | | Price | | | # Shares | |
| Pinnacle Consulting Group, Inc. | 8/10/2007 | 1/10/2012 | | $ | 0.10 | | | | 100,000 | |
| Pinnacle Consulting Group, Inc. | 8/10/2007 | 1/10/2012 | | $ | 0.15 | | | | 100,000 | |
| Gary Hartstein | 4/21/2008 | 5/1/2009 | | $ | 0.080 | | | | 125,000 | |
| William Becker | 4/21/2008 | 5/1/2009 | | $ | 0.080 | | | | 156,250 | |
| Total options outstanding at 12/31/08 | | | | | | | | 481,250 | |
The outstanding options were purchased by the holders as part of their purchase of restricted common shares on or about the issue date of the options. All of the above options expired unexercised subsequent to December 31, 2008.
In December 2004 FASB issued Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”) which requires companies to recognize in the statement of operations all share-based payments to employees or other parties, including grants of employee stock options based on their fair values.
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations.
Capital Resources:
During the current quarter, our capital resources were extremely limited. Our prospects will depend entirely on our ability to secure future financing.
The assets as of December 31, 2008 totaled $303,313, consisting primarily of the producing leases and unproved oil and gas properties previously acquired
Revenues and Expenses:
During the current quarter, we recognized oil and gas revenue of $10,146 along with lease operating expenses and depletion totaling $17,121.
During the quarter a year ago, we reported revenues of $17,089 and cost of revenues of $13,559.
Gross income on oil & gas operations amounted to $3,530 for the three months ended December 31, 2007
and a gross loss of $6,975 for the three months ended December 31, 2008. Total operating expense amounted to $263,932 for the three months ended December 31, 2008, an increase of $136,141 from the same period in the prior year resulting primarily from increased consulting fees and stock based compensation incurred during the quarter.
Liquidity:
Net cash used in operations for the three months ended December 31, 2008 amounted to $8,164 as compared to $38,048 for the comparable period of the prior year. The decrease resulted primarily from non-cash payments for operating expenses.
Cash provided from financing activities for the three month period ended December 31, 2008 amounts to $10,000 and consisted of cash proceeds from common stock issuance.
Subsequent Events:
In January of 2009 the Company entered into a lease agreement with Carlton Field, II, LP to lease the current space in Dallas, Texas for a term of three years at a rate of $2,000 per month. The lease calls for certain escalations due to utility costs and other small items.
In March of 2009 the Company authorized 500,000 shares to be issued Ameribras valued at $40,000 for an interest in that company. The shares were issued in August of 2009.
In May of 2009 the Company entered into a note agreement which generated $25,000 cash to the Company with a repayment date of one year from the execution date requiring the repayment of $50,000 to the lender. Included in the note agreement was the issuance of warrants for the purchase of 500,000 shares of the Company’s common stock at $0.10 per share, expiring on the fifth anniversary of the grant. This note was satisfied in May of 2010 by the issuance of 500,000 shares of the Company’s common stock.
In June of 2009 the Company issued 500,000 shares to Pat Wilson valued at $11,000 for consulting services, and 250,000 shares valued at $5,500 to ThorGeoTrack for an interest in that company. Also in June of 2009 the Company entered into an agreement with an investor agreeing to pay $40,000 in one year in return for the investment of $25,000. This note was satisfied in June of 2010 by the issuance of 500,000 shares of the Company’s common stock. The investor received a one year option to acquire 500,000 shares of the Company’s common stock for a payment of $0.10 per share.
In July of 2009 the Company issued 750,000 shares to Brasil Asset Management for an interest in that company, and an additional 750,000 shares to AmeriBras (Formerly Skypercorp do Brasil) increasing the Company’s interest in AmeriBras. Each of these issuances were valued at $52,500.
In August of 2009 the Company issued 971,469 shares to Sabine Operating Services in payment of $68,003 in payables to Sabine. The Company also issued 500,000 shares to AmeriBras valued at $40,000 increasing the Company’s interest in that company. The Company issued 250,000 shares to Hilton Research, Inc. valued at $20,000 for consulting services. The Company also issued 1,500,000 shares valued at $75,000 for acquisition of an interest in the Ownbey Nueces wells.
In September of 2009 the Company issued 16,667 shares to an investor for $1,000 cash.
In September of 2009 the Company wrote off the Noll lease as a dry hole.
In October of 2009 the Company issued 250,000 shares to Scott Duperow valued at $15,000 for consulting services.
In October of 2009 the Company entered into an agreement with an investor agreeing to pay $30,000 in one year in return for the investment of $10,000. The investor received a one year option to acquire 500,000 shares of the Company’s common stock for a payment of $0.10 per share.
On October 7, 2009 the Company entered into a management and consulting agreement with SkyberCorp do Brasil to provide management and consulting services for a period of twenty four months. Compensation to the Company is set at $450,000 per calendar quarter beginning January 1, 2009, payable on January 1, 2011, unless paid earlier.
On October 23, 2009 the Company entered into a management and consulting agreement with Brasil Asset Management Projectos Limitada to provide management and consulting services for a period of twenty four months. Compensation to the Company is set at $300,000 per calendar quarter beginning January 1, 2009, payable on January 1, 2011, unless paid earlier.
In November of 2009 the Company authorized 12,500 shares valued at $1,000 for payment of interest on long term debt. The shares were issued in April of 2010.
In November of 2009 the Company entered into an agreement with an investor agreeing to pay $128,000 in one year in return for the investment of $47,500. The investor received a one year option to acquire 1,000,000 shares of the Company’s common stock for a payment of $0.10 per share.
In December of 2009 the Company issued 200,000 shares valued at $14,000 to Princeton Research of Nevada for consulting services.
In December of 2009 the Company entered into an agreement with an investor agreeing to pay $34,000 in one year in return for the investment of $47,500. The investor received a one year option to acquire 625,000 shares of the Company’s common stock for a payment of $0.10 per share.
In January of 2010 the Company issued 750,000 shares valued at $37,500 to Brasil Asset Management increasing the Company’s interest in that company. The Company issued 500,000 shares to Robert Guzman for cash of $15,000. The Company issued 500,000 shares to Pat Wilson valued at $17,500 for consulting services. The Company issued 31,250 shares valued at $2,500 for payment of interest on long term debt.
In January of 2010 the Company entered into an agreement with an investor agreeing to pay $50,000 in one year in return for the investment of $20,000. The investor received a one year option to acquire 500,000 shares of the Company’s common stock for a payment of $0.10 per share.
On January 1, 2010 the Company entered into a contract for revenue with Brazil Asset Management, Inc. calling for the Company to assist Brazil Asset Management, Inc. in obtaining Brazilian tax credits. The contract calls for a payment to the Company of $1,000,000 on or before January 30, 2011.
In February of 2010 the Company issued 200,000 shares valued at $6,000 to Robert Guzman for consulting services and 66,667 shares to Mr. Guzman for $2,000 cash. The Company issued 200,000 shares valued at $8,182.20 to Scott Duperow for consulting services. The Company issued 750,000 shares valued at $30,000 to Hugh Fowler for administrative services; 750,000 shares valued at $30,000 to M. H. McIlvain for accounting services; 1,500,000 shares valued at $60,000 to B. Fred Oden, III for management services; and 1,000,000 shares valued at $40,000 to MJM Ventures LTD and CD Capital Group for consulting services.
In February of 2010 the Company entered into an agreement with an investor agreeing to pay $125,000 in one year in return for the investment of $52,000. The investor received a one year option to acquire 1,583,334 shares of the Company’s common stock for a payment of $0.10 per share.
In March of 2010 the Company entered into an agreement with an investor agreeing to pay $40,000 in one year in return for the investment of $15,000. The investor received a one year option to acquire 400,000 shares of the Company’s common stock for a payment of $0.10 per share.
In April of 2010 the Company issued 100,000 shares to an investor for $3,000 cash. The Company issued 75,000 shares valued at $3,150 to Scott Duperow for consulting services. The Company issued 450,000 shares valued at $22,250 for an additional interest in the Ownbey lease.
In May of 2010 the Company issued 596,667 shares to investors for $26,500 cash. As noted above the Company issued 500,000 shares to satisfy $50,000 in long term debt. The Company issued 10,000,000 shares valued at $400,000 to B. Fred Oden, III for management services; 7,500,000 shares valued at $300,000 to Pat Wilson for consulting services: 5,000,000 shares valued at $200,000 to Eric Oden for field services: 1,250,000 valued at $50,000 to M. H. McIlvain for accounting and management services; and 1,250,000 shares valued at $50,000 to Hugh Fowler for administrative services.
In May of 2010 the Company entered into an agreement with an investor agreeing to pay $25,000 in one year in return for the investment of $10,000. The investor received a one year option to acquire 250,000 shares of the Company’s common stock for a payment of $0.10 per share.
In June of 2010 the Company issued 220,000 shares to investors for cash of $11,000. The Company issued 187,500 shares valued at $4,000 as an offset to a payable to Sabine Operating Services. The Company issued 500,000 shares to satisfy $40,000 in long term debt. The Company issued 350,000 shares valued at $63,000 to Richard Severson for consulting services.
In June of 2010 the Company entered into an agreement with an investor agreeing to pay $62,500 in one year in return for the investment of $25,000. The investor received a one year option to acquire 625,000 shares of the Company’s common stock for a payment of $0.10 per share.
In July of 2010 the Company authorized 52,500 shares valued at $2,100 to Striker One Resources as an offset to a payable owed to Striker. As of the date of these financials, these shares have not been issued. The Company issued 100,000 shares valued at $14,000 to Bill Addison for the acquisition of Innovative Weaponry, Inc.
In July of 2010 the Company entered into an agreement with an investor agreeing to pay $25,000 in one year in return for the investment of $10,000. The investor received a one year option to acquire 700,000 shares of the Company’s common stock for a payment of $0.10 per share.
In August of 2010 the Company entered into an agreement with an investor agreeing to pay $60,000 in one year in return for the investment of $20,000. The investor received a one year option to acquire 600,000 shares of the Company’s common stock for a payment of $0.10 per share. Also in August the Company entered into an agreement with an investor agreeing to pay $23,750 in one year in return for the investment of $11,660. In August of 2010 the Company issued 40,000 shares in exchange for $2,160 from an investor.
On September 1, 2010 the Company issued 125,000 common shares to Thor Geo Trak for an additional interest in that company.
In September of 2010 the Company entered into an agreement with an investor agreeing to pay $120,000 in one year in return for the investment of $40,000. The investor received a one year option to acquire 1,200,000 shares of the Company’s common stock for a payment of $0.10 per share.
Disclosure Regarding Forward-Looking Statements:
Where this Form 10-Q includes "forward-looking" statements within the meaning of Section 27A of the Securities Act, we desire to take advantage of the "safe harbor" provisions thereof. Therefore, we are including this statement for the express purpose of availing itself of the protections of such safe harbor provisions with respect to all of such forward-looking statements. The forward-looking statements in this Form 10-Q reflect our current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ from those anticipated. In this Form 10-Q, the words "anticipates," "believes, "expects," "intends," "future" and similar expressions identify forward-looking statements. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that may arise after the date hereof. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.
PART II. OTHER INFORMATION
Item 2. Changes in Securities
There were no changes in securities during the current quarter.
ITEM 3. CONTROLS AND PROCEDURES.
| | a) | Evaluation of Disclosure Controls and Procedures. As of December 31, 2008, the Company’s management carried out an evaluation, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of the Company’s system of disclosure controls and procedures pursuant to the Securities and Exchange Act, Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective, as of the date of their evaluation, for the purposes of recording, processing, summarizing and timely reporting material information required to be disclosed in reports filed by the Company under the Securities Exchange Act of 1934. |
| | b) | Changes in internal controls. There were no changes in internal controls over financial reporting, known to the Chief Executive Officer or Chief Financial Officer that occurred during the period covered by this report that has materially affected, or is likely to materially effect, the Company’s internal control over financial reporting. |
Item 4. Submission of Matters to a Vote of Securities Holders
None
Item 6. Exhibits and Reports on Form 8-K
None
Exhibits
Exhibit 31-1
Certificate of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
Exhibit 32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
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.
AMERICAN RESOURCE TECHNOLOGIES, INC.
| Date: October 29, 2010 | /s/ B. FRED ODEN, III |
| | By: B. Fred Oden, III, President |
| | |
| | |
| Date: October 29, 2010 | /s/ M. H. MCILVAIN |
| | By: M. H. McIlvain, |
| | Executive Vice President |
| | and Chief Financial Officer |
