ari_s8021508.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
AmeriResource
Technologies, Inc.
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
|
84-1084784
|
(State
or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S.
Employer Identification
Number)
|
3440 E.
Russell Road, Suite 217, Las Vegas, Nevada
|
|
89120
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Amended
2008 Stock Incentive Plan
|
(Full
Title of the Plan)
|
Delmar
Janovec, 3440 E. Russell Road, Suite 217, Las Vegas, Nevada
89120
|
(Name,
Address, Including Zip Code, of Agent for
Service)
|
Telephone
number, including area code, of agent for service: (702)
214-4249
CALCULATION
OF REGISTRATION FEE
Title
of each class of securities
to
be Registered
|
|
Amount
to be Registered
|
|
Proposed
Maximum Offering Price Per Share (1)
|
|
Proposed
Maximum Aggregate Offering Price
|
|
Amount
of
Registration
Fee
|
Common
Stock,
par
value $0.0001
|
|
1,500,000,000
|
|
.0003
|
|
$450,000
|
|
$57.02
|
|
(1)
|
Rule
457(h) of the Securities Act of 1933, based on the average bid and asked
price of the registrant’s common stock as of February 13, 2008, a date
within five business days prior to the date of filing of this registration
statement.
|
In
addition, pursuant to Rule 416 under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the plan described herein.
EXPLANATORY
NOTE
This Post-Effective Amendment No. 2 to
the Registration Statement on Form S-8 of AmeriResource Technologies, Inc. (the
“Registrant”) is being filed pursuant to General Instruction E of Form S-8 in
connection with the registration of an additional one billion five hundred
million (1,500,000,000) shares of the Registrant’s common stock, $0.0001 par
value (“Common Stock”). The contents of the Registration Statement on Form S-8
(File No. 333-148022), filed by the Registrant with the Securities and Exchange
Commission on December 12, 2007 under which one hundred ten million (110,000)
shares of Common Stock were registered for issuance and the contents of the
Registration Statement on Form S-8 (File No. 333-148441), filed by the
Registrant with the Securities and Exchange Commission on January 3,
2008 under which one billion two hundred million (1,200,000,000) shares of
Common Stock were registered for issuance, are incorporated by
reference.
PART
II INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
8. Exhibits.
The
Exhibit Index preceding the exhibits is incorporated by reference
herein.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Post-Effective No.
2 to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Las Vegas, State of Nevada on February
15, 2008.
AMERIRESOURCE
TECHNOLOGIES, INC.
/s/
Delmar Janovec
______________
Delmar
Janovec, President
Pursuant to the requirements of the
Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the
Registration Statement has been signed by the following persons in capacities
representing the majority of the Registrant's Board of Directors and on the
dates indicated.
NAME |
|
TITLE |
|
DATE |
/S/ Delmar
Janovec |
|
President,
Chief Executive Officer, Principal Financial Officer, Principal Accounting
Officer, and Chairman of the Board of Directors |
|
February
15, 2008
|
|
|
|
|
|
EXHIBIT
INDEX |
|
|
|
ITEM NO.
|
|
DESCRIPTION
|
|
|
|
5
|
|
Opinion
of Legal Counsel. |
|
|
|
10
|
|
AmeriResource
2008 Stock Incentive Plan. (Incorporated by reference
from the Company's Form S-8, file number 333-148022, effective on December
12, 2007.). |
|
|
|
10(i)
|
|
Amended 2008
Stock Incentive Plan |
|
|
|
23
|
|
Consent of
Auditors to utilize independent auditor’s report. |
|
|
|