UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended JUNE 30, 2007
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-12809
AMERICAN RESOURCE TECHNOLOGIES, INC.
------------------------------------
(Formerly Golden Chief Resources, Inc.)
(Exact name of small business issuer as specified in its charter)
State of Kansas 48-0846635
--------------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) I. D. Number)
896 N. Mill Street, Suite 203 Lewisville, Texas 75057
-----------------------------------------------------
(Address of principal executive offices)
(972) 219-8585
--------------
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell Yes [ ] No [X]
company (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
There were 6,803,264 shares of common stock, No Par Value,
outstanding as of June 30, 2007.
Transitional Small Business Disclosure Format (check one); Yes [ ] No [X]
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
American Resource Technologies, Inc.
Balance Sheets
(Unaudited)
June 30, September 30,
2007 2006
----------- -----------
A S S E T S
- -----------
Current assets:
- ---------------
Cash $ 2,342 $ 191
Accounts receivable 7,500 --
Advances to related parties 34,836 4
----------- -----------
Total current assets 44,678 195
----------- -----------
Property & equipment
- --------------------
Producing oil & gas property, net of depletion 152,936 155,991
----------- -----------
Furniture & fixtures, net of depreciation 21,000 23,250
----------- -----------
Total 173,936 179,241
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Other assets
- ------------
Non-producing oil & gas properties 95,000 95,000
Montgomery pipeline 34,789 34,789
----------- -----------
Total 129,789 129,789
----------- -----------
Total assets $ 348,403 $ 309,225
=========== ===========
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 $ 41,224 $ 19,863
Accounts payable - related party 1,850 --
----------- -----------
Total current liabilities 43,074 19,863
----------- -----------
Stockholders' equity
- --------------------
Common stock, no par value
authorized 500,000,000 shares; 6,803,264
and 5,508,727 issued and outstanding -- --
Additional paid-in capital 5,410,966 5,253,281
Accumulated deficit (5,105,637) (4,963,919)
----------- -----------
Total stockholders' equity 305,329 289,362
----------- -----------
Total liabilities and stockholders' equity $ 348,403 $ 309,225
=========== ===========
See accompanying notes
2
American Resource Technologies, Inc.
Statements of Operations
For Three and Nine Months Ended June 30, 2007 and 2006
(Unaudited)
Three Months Nine Months
-------------------------- --------------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Revenue
Oil and gas $ 7,050 $ -- $ 10,195 $ 6,905
Other income -- -- -- --
----------- ----------- ----------- -----------
Total Revenue 7,050 -- 10,195 6,905
Cost of Revenues
Lease operating expenses 28,665 7,552 64,982 37,413
Depletion 1,941 -- 3,056 1,991.00
----------- ----------- ----------- -----------
Total Cost of Revenues 30,606 7,552 68,038 39,404
----------- ----------- ----------- -----------
Loss from operations (23,556) (7,552) (57,843) (32,499)
----------- ----------- ----------- -----------
Operating Expenses
Depreciation 750 750 2,250 1,000
Consulting fees 1,000 6,000 9,000 23,500
Professional fees 2,987 17,929 29,906 29,089
Public relations -- 175 250 15
Travel 4,861 2,046 4,861 5,149
Rent 5,700 4,275 12,825 11,400
Other 6,679 22,224 24,784 87,167
----------- ----------- ----------- -----------
Total Operating Expenses 21,977 53,399 83,876 157,320
----------- ----------- ----------- -----------
Loss before income taxes (45,533) (60,951) (141,719) (189,819)
Income taxes -- -- -- --
----------- ----------- ----------- -----------
Net Loss $ (45,533) $ (60,951) $ (141,719) $ (189,819)
=========== =========== =========== ===========
Loss per Share $ (0.01) $ (0.01) $ (0.02) $ (0.04)
=========== =========== =========== ===========
Weighted Average Shares Outstanding 6,606,227 5,420,727 6,085,637 5,314,563
=========== =========== =========== ===========
See accompanying notes.
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American Resource Technologies, Inc.
Statement of Changes in Stockholders' Equity
For the Nine Month Period Ended June 30, 2007
(Unaudited)
Common Stock Additional Total
Shares Paid in Accumulated Stockholders'
No par value Capital Deficit Equity
------------ ----------- ----------- -----------
Balance September 30, 2006 5,508,727 $ 5,253,281 $(4,963,918) $ 289,362
--------- ----------- ----------- -----------
Shares issued for:
Cash 10/06 43,000 8,600 8,600
Cash 12/06 85,000 17,000 17,000
Services 12/06 20,000 4,000 4,000
Net loss (38,542) (38,541)
----------- ----------- ----------- -----------
Balances December 31, 2006 5,656,727 $ 5,282,881 $(5,002,460) $ 280,421
----------- ----------- ----------- -----------
Shares issued for:
Cash 02/07 10,000 1,000 1,000
Reduce payables 02/07 580,845 58,085 58,085
Services 02/07 20,000 4,000 4,000
Net loss (57,644) (57,644)
----------- ----------- ----------- -----------
Balances March 31, 2007 6,267,572 $ 5,345,966 $(5,060,104) $ 285,862
----------- ----------- ----------- -----------
Shares issued for:
Adjust for reverse split 04/07 136 -- --
Cash 05/07 480,000 60,000 60,000
Cash 06/07 55,556 5,000 5,000
Net loss (45,533) (45,533)
----------- ----------- ----------- -----------
Balances June 30, 2007 6,803,264 $ 5,410,966 $(5,105,637) $ 305,329
=========== =========== =========== ===========
See accompanying notes.
4
American Resource Technologies, Inc.
Statements of Cash Flows
For the Nine Months Ended June 30, 2007 & 2006
(Unaudited)
2007 2006
--------- ---------
Cash Flows from Operating Activities:
- -------------------------------------
Net (Loss) $(141,719) $(189,819)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 2,250 1,000
Depletion 3,056 1,991
Stock Issued for services 8,000 --
Change in assets and liabilities:
Decrease(increase) in:
Accounts receivable (7,500) --
Advances to related parties 25,103 (14,768)
Accounts payable 21,361 14,855
Related party accounts payable -- 6,350
--------- ---------
Net cash used in operating activities (89,449) (180,391)
--------- ---------
Cash Flows from Financing Activities:
- -------------------------------------
Proceeds of stock sales 91,600 175,537
--------- ---------
Net cash provided by financing activities 91,600 175,537
--------- ---------
Net Increase (Decrease) in Cash 2,151 (4,854)
Cash -Beginning of period 191 7,093
--------- ---------
Cash -End of period $ 2,342 $ 2,239
========= =========
Non-cash transactions:
- ----------------------
Value of shares Issued for:
Acquisition of furniture and fixtures $ -- $ 25,000
Reduction of payables $ 58,085 $ --
See accompanying notes.
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American Resource Technologies, Inc.
Notes to Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements of American Resource
Technologies, Inc. (American Resources, formerly Golden Chief Resources, Inc.)
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-QSB and Regulation S-B for the three and nine month
periods ended June 30, 2007 and 2006 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
statements for the year ended September 30, 2006 included in American Resource's
Annual Report on Form 10-KSB 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 and nine months ended June 30, 2007 are not necessarily indicative of
the results that may be expected for the year ended September 30, 2007.
New Accounting Standards
In December 2004, the FASB issued SFAS No.123R, "Accounting for Stock-Based
Compensation" ("SFAS No. 123R"). SFAS No.123R establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. SFAS No.123R requires that the fair value of such equity
instruments be recognized as expense in the historical financial statements as
services are performed. Prior to SFAS No.123R, only certain pro forma
disclosures of fair value were required. American Resources adopted SFAS No.
123R as of October 1, 2005. The adoption of this standard had no effect on the
financial statements of American Resources.
NOTE 2 - ACCOUNTING POLICIES
Property and equipment are carried at cost. Depreciation of property and
equipment is provided using the straight-line method at rates based on the
following estimated useful lives:
Estimated
Classification Useful Life
-------------- -----------
Furniture and fixtures 10 Years
Computer equipment 5 Years
The cost of asset additions and improvements that extend the useful lives of
property and equipment are capitalized. Routine maintenance and repair items are
charged to current operations. The original cost and accumulated depreciation of
asset dispositions are removed from the accounts and any gain or loss is
reflected in the statement of operations in the period of disposition.
Accumulated depreciation as of June 30, 2007 amounted to $4,000.
Depletable assets are evaluated annually and the useful life is determined using
the reserve report prepared by an independent engineer. Depletion is calculated
based on these estimates. Accumulated depletion as of June 30, 2007 amounted to
$6,368.
NOTE 3 - COMMON STOCK
During the three month period ended June 30, 2007, American Resources issued
535,556 shares of common stock for cash of $65,000, and 136 shares were issued
due to rounding up shareholder's holdings due to the reverse split.
During the three months ended March 31, 2007, American Resources issued:
o 10,000 shares of common stock for cash of $1,000.
o 580,845 shares to reduce payables of $58,085 to officers and
directors.
o 20,000 shares for consulting services.
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During the three months ended December 31, 2006, American Resources issued:
128,000 shares of common stock for cash of $25,600 and 20,000 shares for
services.
Effective at a December 21, 2006 special shareholders' meeting the Registrant's
shareholders granted the Board of Directors to effect a reverse split of the
Registrant's common shares. At a special Board of Directors meeting on April 4,
2007 the directors effected a reverse split of 1 to fifty (50). The action was
effective as of April 16, 2007 or as soon thereafter as practical. The
Registrant retained the authority to issue up to 500,000,000 shares. All per
share amounts in the financial statements have been restated to reflect the
reverse split.
Pursuant to a special shareholders meeting dated December 17, 2001 where the
shareholders authorized the Board of Directors to effect a name change for the
Registrant; the directors at a special board meeting held April 4, 2007 effected
the change of the Registrant's name to "American Resource Technologies, Inc."
This change has been filed and accepted by the Kansas Secretary of State as of
April 9, 2007.
NOTE 4 - SUBSEQUENT EVENT
None
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations.
General:
During the current quarter the Company raised $65,000 from existing shareholders
who purchased 535,556 shares of our common stock. We continued production of the
Lindley lease in Kansas, but there were no sales from the lease during the
quarter.
American Resources continued to examine and evaluate the non-producing oil and
gas properties located in south east Kansas with the expectation of securing
adequate financing to enhance and exploit the reserves. This process will
probably continue through our fourth fiscal quarter.
During the nine months ending June 30, 2007 the Company raised $91,600 from
existing shareholders who purchased 673,556 shares of our common stock. During
the nine months ended June 30, 2006, we raised $146,000 from existing
shareholders who purchased 244,840 shares of our common stock. The proceeds were
used to satisfy certain obligations and to fund operations during the current
year.
Liquidity and Capital Resources:
During the current quarter, our capital resources were extremely limited. Our
prospects will depend entirely on American Resource's ability to secure future
financing and develop additional producing oil & gas properties.
Assets as of June 30, 2007 amounted to $348,427, consisting primarily of the
producing and non-producing oil & gas leases and the Montgomery County gas
pipeline.
During the nine months ended June 30, 2007, American Resources raised $91,600 in
capital from existing shareholders.
Results of Operations:
During the three months ended June 30, 2007, American Resources had oil & gas
production revenues of $7,050. Lease operating expenses and depletion for the
three months ended June 30, 2007 amounted to $30,606 resulting in a loss on oil
& gas operations of $23,556 for the quarter and $57,843 for the nine months
ended June 30,2007.
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General & administrative expenses amounted to $83,876 for the three months ended
June 30, 2007, a decrease of $73,444 from the comparable period in the prior
year. Our net loss for the three months ended June 30, 2007 amounted to $45,533,
a decrease of $15,418 over the comparable quarter of the prior year and
resulting in a loss from operations of $141,719 for the nine month period ended
June 30, 2007. Our net loss from operations for the nine month period ended June
30, 2006 amounted to $189,819.
The Company expects to continue to evaluate and prepare a plan for the
improvement of our properties, and when funds become available move more of the
properties into a productive state. The Company expects the Ownbey property to
begin production during the Company's fourth quarter.
Subsequent Events:
None
Disclosure Regarding Forward-Looking Statements:
Where this Form 10-QSB 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, the Company is 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-QSB 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-QSB, 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
During the three month period ended June 30, 2007, American Resources issued
535,556 shares of common stock for cash of $65,000. To account for the reverse
split the Company added 136 shares to the outstanding to account for rounding.
Effective at a December 21, 2006 special shareholders' meeting the Registrant's
shareholders granted the Board of Directors to effect a reverse split of the
Registrant's common shares. At a special Board of Directors meeting on April 4,
2007 the directors effected a reverse split of 1 to fifty (50). The action is to
be effective as of April 16, 2007 or as soon thereafter as practical. The
Registrant retained the authority to issue up to 500,000,000 shares. All per
share amounts in the financial statements have been restated to reflect the
reverse split.
Pursuant to a special shareholders meeting dated December 17, 2001 where the
shareholders authorized the Board of Directors the effect a name change for the
Registrant; the directors at a special board meeting held April 4, 2007 effected
the change of the Registrant's name to "American Resource Technologies, Inc."
This change has been filed and accepted by the Kansas Secretary of State as of
April 9, 2007.
Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
8
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC. The Certifying Officers concluded that our
disclosure controls and procedures are also effective to ensure that information
required to be disclosed by the Company in reports that it files under the
Exchange act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the SEC.
(b) Changes in internal controls.
Our scope of internal control is intended to extend to policies, procedures,
processes, systems, activities, initiatives, and endeavors required of a company
with our transactions, expenses, and operations. To this end, management has
made changes to internal controls and procedures, including corrective actions
with regard to significant deficiencies or material weaknesses identified in the
Company's audit for the period ending September 30, 2005 and the years ended
September 30, 2004 and 2003, respectively. As of this date, it is the belief of
management that, given the Company's operations, our revised disclosure controls
and procedures will be effective.
Item 4. Submission of Matters to a Vote of Securities Holders
No matters have been submitted to a vote of the securities holders during the
current quarter.
Item 6. Exhibits and Reports on Form 8-K
On April 12, 2007 the Company filed a report on Form 8-K which stated Effective
at a December 21, 2006 special shareholders' meeting the Registrant's
shareholders granted the Board of Directors to effect a reverse split of the
Registrant's common shares. At a special Board of Directors meeting on April 4,
2007 the directors effected a reverse split of 1 to fifty (50). The action is to
be effective as of April 16, 2007 or as soon thereafter as practical. The
Registrant retained the authority to issue up to 500,000,000 shares.
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: July 17, 2007 /s/ M. H. MCILVAIN
--------------------------------
By: M. H. McIlvain, Executive
Vice-President & Chief Financial
Officer
9