UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
Amendment No.6
Annual Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the fiscal year ended September 30, 2005
Commission file number: 0-12809
AMERICAN RESOURCE TECHNOLOGIES, INC.
(Name of small business issuer in its charter)
(Formerly known as Golden Chief Resources, Inc.)
State of Kansas 48-0846635
--------------- ----------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
896 N. Mill Street, Suite 203, Lewisville, Texas 75057
(Address of principal executive offices)(Zip code)
Issuer's telephone number: (972) 219-8585
Securities registered under Section 12 (g) of the Exchange Act: Common stock, no
par value
The issuer (1) has 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 disclosure of delinquent filers in response to Item 405 of Regulation S-B is 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. [X]
Indicate by check mark whether the registrant is a shell company Yes [ ] No [X] (as defined in Rule 12b-2 of the Exchange Act).
State issuer's revenues for its most recent fiscal year $0.
The aggregate market value of the voting stock held by non-affiliates of the registrant on September 30, 2005, was $4,321,287. The number of shares outstanding of the registrant's common stock on April 21, 2008, was 12,996,021 shares.
--------------------------------------------------------------------------------
PART I
Item 1. Description of Business
(a) Business Development
We were originally incorporated as Arts Antique Autos, Ltd., and changed our name to Golden Chief Resources, Inc. on August 5, 1981. On April 4, 2007 the name was changed to American Resource Technologies, Inc. During the early 1980s, we engaged in oil and gas operating, mining, real estate operations. During the mid-1980s, we lost our asset and revenue base due to economic conditions, and liquidated assets and ceased operations in 1986 and we operated briefly again in 1999 - 2002 after a change in control. Accordingly, we remained dormant with no activity from 1987 - 1999 and again from 2002 until December 2004.
During its fiscal year ended September 30, 2005, we were not involved in any bankruptcy, receivership, or similar proceeding and underwent no material reclassification, merger, or consolidation. We do not anticipate involvement or participation in any of the above proceedings.
(b) Business of Issuer
We are seeking to re-enter the oil and gas industry as a producer, but the prospect is limited by the availability of sufficient funds to pursue this on a more active basis. We currently have two employees.
(c) Reports to Security Holders
We do not intend to deliver an annual report to our security holders. The public may read and copy any materials filed with the SEC, such as this Form 10-KSB and Form 10-QSB reports. We are an electronic filer under the SEC's EDGAR filing program. Accordingly, our filings are maintained by the SEC in a database at www.sec.gov and are available to all security holders.
Item 2. Description of Property
As of September 30, 2005, our assets consisted of only the Montgomery County Pipeline and the non-producing Lindley, Ownbey and Troyer leases.
Previously, we had oil and gas operations and as such are and will be subject to federal, state and local laws and regulations and by political developments. The domestic production and sale of oil and gas are subject to federal regulation by the Department of Energy and the Federal Energy Regulation Commission. Rates of production of oil and gas have for many years been subject to federal and state conservation laws and regulations. In addition, oil and gas operations are subject to extensive federal and state regulations concerning exploration, development, production, transportation and pricing, and to interruption or termination by governmental authorities.
The term "working interest" as used herein means all or a fractional part of the ownership rights granted by a concession or lease. The working interest, or a part thereof, pays all costs of operation and is entitled to the gross production less royalties retained by the grantor or lessor and less other royalties or non-operating interests created and assigned from the working interest.
Gas Reserves
Please review the notes attached to the financial statements which are made a part hereof.
2
--------------------------------------------------------------------------------
Item 3. Legal Proceedings
As of April 28, 2008 there were no legal proceedings to which we were a party, and no litigation is known to be pending.
Item 4. Submission of Matters to a Vote of Securities Holders
There have been no matters submitted to a vote of securities holders since December 17, 2001 at which a special meeting of shareholders was held in Dallas, Texas at which we agreed to effect a reverse split of our common stock at a 1 for 10 ratio. This action was effective as soon as practical and was effected in the trading of our shares on January 2, 2002. The meeting also approved the filing of an S-8 registration statement with the Securities and Exchange Commission to allow the issuance of shares to consultants, advisors and attorneys. The S-8 statement was filed on December 21, 2001. The meeting also approved the change of corporate name to be determined at a later date by management. See Subsequent Events below.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
(a) Market Information
Our shares have been trading sporadically, in the Pink Sheet market since late August of 2003, and based on information available directly from the Pink Sheet data center, share prices have ranged from an annual low of $0.01 per share to a high of $0.07 per share in June of this 2005. Our shares are traded under the symbol ARUR.
Our common stock had previously traded on the over the counter bulletin board under the symbol ARUR. The stock began trading in the Spring of 2000, and the following table shows the quarterly trading information for the previous fiscal year as provided by the National Quotation Bureau.
Closing Price
Quarter ended High Low
------------- ---- ---December 31, 2004 $0.013 $0.01
March 31, 2005 $0.023 $0.02
June 30, 2005 $0.035 $0.03
September 30, 2005 $0.025 $0.016
As of September 30, 2005, certain options have been granted to officers and key personnel as follows: 4,000 shares at an exercise price of $0.10 per share with expiration period of December 31, 2005. The preceding numbers of shares have been adjusted for the 1 for ten reverse split effected December 17, 2001
(b) Holders
As of September 30, 2005, there were approximately 300 stockholders of record of our common stock. Additional stockholders hold stock in street names; the number of street name holders is not available to us.
(c) Dividends
We have not declared or paid dividends in the past, and do not anticipate doing so in the immediate future.
Item 6. Management's Discussion and Analysis or Plan of Operations
In December of 2004 the Company entered into an agreement with International Royalty and Oil Co. (IROC) of Dallas, Texas in which the Company will acquire certain oil and gas leases located in Montgomery and Chautauqua Counties in
3
--------------------------------------------------------------------------------
southeast Kansas in exchange for 1,870,000 shares of the Company's common stock, subject to various conditions. Additionally the Company also agreed to issue 50,000 shares to acquire the marketing rights for an enhanced downhole separation device used in the oil and gas industry.
Also in December of 2004 in conjunction with the above transaction with IROC Mr.
Landrum and Mr. Hewitt resigned as officers and members of the board of directors and were replaced by Mr. Fred Oden and Mr. Hugh Fowler. Mr. Oden accepted the position of Vice President and Mr. Fowler accepted the position of Secretary and Mr. McIlvain was appointed as President.
At the end of the previous fiscal year the Company's management determined that continuing operation of the oil and gas properties was not of economic benefit to the Company and entered into an agreement with the Company's president whereby he agreed to accept the liabilities associated with the properties and receive the properties from the Company. This transaction effectively removed all producing properties and transferred them to the Company's president along with the liabilities associated with them.
In order for us to proceed, an input of capital and or assets must occur. We are actively seeking both.
During the years ended September 30, 2005 and 2004, we had no operations and incurred operating losses of $219,667 and $23,186 respectively.
During the year ending September 30, 2005, the Company issued:
o 2,060,000 common shares valued at $284,903 to related parties for the purchase of two oil and gas leases and gas system.
o 320,488 common shares for cash of $179,610.
o 21,825 common shares for services valued at $21,825.
o 140,000 shares for consulting fees valued at $70,000.
During the year ending September 30, 2004, the Company issued:
o 600,000 common shares to the Company's executive vice president to reduce the payable to him by $30,000.
o 10,000 common shares to the Company's previous independent auditor to eliminate the payable to him of $16,440.
o 614,000 shares of common stock for cash of $30,700.
In June 2003 the Company issued 100,000 shares to Jereta Sykes of Wichita, Kansas for the input of $5,000, which was used to reduce the account payable to the Company's Executive Vice President.
On December 17, 2001 a special meeting of shareholders was held in Dallas, Texas at which the Company agreed to effect a reverse split of its common stock at a 1 for 10 ratio. This action was effective as soon as practical and was effected in the trading of the Company's shares on January 2, 2002. The meeting also approved the filing of an S-8 registration statement with the Securities and Exchange Commission to allow the issuance of shares to consultants, advisors and attorneys. The S-8 statement was filed on December 21, 2001. The meeting also authorized management to pursue changing the corporate name to more accurately reflect the Company's current activities and business.
In December 2001 the Company issued common shares pursuant to the S-8 filing to Steve Owen in the amount of 50,000 shares valued at $175,000; Gene Maloney in the amount of 20,000 shares valued at $70,000; and 20,000 shares to Aden L.
Vickers valued at $70,000. The shares to Mr. Owen were issued pursuant to his agreement to provide specific consulting and advisory services in the area of petroleum engineering, identification of possible asset acquisitions, and petroleum geology services. The shares to Mr. Maloney were issued pursuant to his financial consulting agreement with the Company. The shares to Mr. Vickers were issued as payment for legal fees relative to the filing of the S-8 registration statement.
4
--------------------------------------------------------------------------------
During the quarter ended March 31, 2002 the Company has issued an additional 182,000 shares pursuant to the S-8 registration statement as follows. Gene Maloney was issued 38,000 shares (valued at $95,000) pursuant to his consulting agreement. Steve Owen was issued 120,000 shares (valued at $420,000) pursuant to his consulting and advisory agreement. William Andrew Stack was issued 40,000 shares (valued at $28,000) pursuant to his agreement to provide certain legal services to the Company. 44,000 shares (valued at $238,000) were issued to Dr.
Sarvotham Chary who has agreed to provide advisory services in overseas markets.
During the quarter ended June 30, 2002 the Company has issued an additional 180,000 shares (valued at $180,000) pursuant to the S-8 registration statement to consultants and attorneys pursuant to their agreement to provide certain legal services to the Company. The Company also issued 16,000 restricted shares to Vision Publishing for market research services which were valued at $12.000.
In September 2002, the Company issued a total of 300,000 shares to the officers of the Company in exchange for their agreement to waive and forego any benefit from their employment agreements and that the Company shall cancel those agreements including stock option grants. A total of $698,060 had been accrued as salaries under the respective employment agreements.
Subsequent Events
During the fiscal year ended September 30, 2006 the Company sold 243,240 shares and received $141,000 in proceeds from these sales. The Company also issued 50,000 shares with a fair market value of $25,000 for furniture and equipment and 7,600 shares for services of $8,000.
On December 21, 2006 the Company held a special shareholders meeting at which the shareholders approved a resolution authorizing the Board of Directors to evaluate the necessity of a reverse stock split and also to implement a reverse stock split if they determine it to be necessary. The shareholders also ratified the actions of the officers and directors since the last special shareholders meeting on December 17, 2001.
For the year ended September 30, 2007, the Company issued 663,456 shares of its common stock for $91,600. The Company also issued 3,340,090 shares of common stock for services of $245,667 and 580,845 shares of common stock to reduce accounts payable of $58,085. The Company reduced the number of shares outstanding by 133 for fractional shares which resulted from the stock split. As of September 30, 2007 the Company placed $50,000 in long-term debt with a maturity of three years bearing interest at ten per cent per annum. These notes are convertible into 400,000 shares of the Company's stock which collateralizes the notes. The Company continues to seek these and other sources of financing.
On April 4, 2007 the Company declared a reverse split of its common shares on the basis of 1 share for each 50 shares owned at the record date. The effects of this action are reflected in this filing. Also on April 4, 2007 the Company changed its name to American Resource Technologies, Inc.
On November 1, 2007 the Company's Board of Directors elected to declare a 10% stock dividend effective for shareholders of record as of November 30, 2007. The dividend shares have been issued and are in the process of being delivered to the shareholders. The dividend resulted in the issuance of 1,097,036 new shares.
In October of 2007 the Company sold 160,000 of its common shares for $25,000 to an investor. The investor received options exercisable at $0.15625 per share for 160,000 shares expiring in October 2008. Additionally an additional 403,500 shares were issued for consulting services. An additional $10,000 in long-term debt was incurred with the same parameters as the above discussed long-term debt and the issuance of 80,000 shares as collateral.
In the period subsequent to December 31, 2007 the Company issued 200,000 shares for consulting services valued at $26,000, and sold 562,500 shares for cash of $45,000. The purchasers of the 562,500 shares also received one-year options for the purchase of 281,250 shares at $0.08 per share.
News 
Market Data 
Discover 
