Form 10QSB for AMERIRESOURCE TECHNOLOGIES INC


19-November-2007

Quarterly Report

ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING INFORMATION

This quarterly report contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward looking statements. These statements relate to future events or to the Company's future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. There are a number of factors that could cause the Company's actual results to differ materially from those indicated by such forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance, or achievements.

GENERAL

AmeriResource Technologies, Inc. (the "Company") conducts operations as an holding company and operates primarily through its subsidiaries, West Texas Real Estate and Resources, Inc., RoboServer Systems Corp. ("RBSY"), Self-Serve Technologies, Inc. ("SSTI"), Green Endeavors LTD. ("GRNE"), formerly Net2Auction, Inc. ("NAUC"), Net2Auction Corporation ("N2AC"), AuctionWagon Inc. ("AWI"), Auction Boulevard ("AB") BizAuctions, Inc. ("BZCN"), and

BizAuctions Corp. ("BZAC"), and VoIPCOM USA, Inc. ("VCMU"). As of September 30, 2007, the Company owned 100% of West Texas Real Estate and Resources, Inc. common stock. As of September 30, 2007, the Company owned approximately 37% of Green Endeavors LTD. common stock and upon conversion of the SuperVoting Preferred collectively gives AmeriResource 84% control, which owns 100% of Green Endeavors Ltd. Green Endeavors LTD. is publicly traded on the Pink Sheets under the stock symbol "GRNE." As of September 30, 2007, the Company owned approximately 42% of RoboServer's common stock and upon conversion of the SuperVoting Preferred by management would give the Company and management approximately 72% control, which owns 100% of Self-Serve Technologies, Inc. RoboServer is publicly traded on the Pink Sheets under the symbol "RBSY." As of September 30, 2007, the Company's subsidiary, Green Endeavors LTD., owns approximately 72% of BizAuctions common stock and upon conversation of the Preferred would give the Company approximately 86% majority control. BizAuctions Inc.'s corporate name was formerly, Kootenai Corp., which was changed in August of 2006. BizAuctions is publicly traded on the Pink Sheets under the symbol "BZCN." BizAuctions Corp. is a wholly-owned subsidiary of BizAuctions, Inc. As of September 30, 2007, the Company owned approximately 97% of VoIPCOM USA, Inc.' s common stock and upon conversion of the Preferred would give the Company approximately 99% majority control.

The Company continues to search for viable business operations to acquire or merge with in order to increase the Company's asset base, revenues, and to achieve profitability on a consistent level.

Green Endeavors LTD. (formerly Net2Auction, Inc.)

Green Endeavors currently operates as a holding company with its wholly-owned and majority owned subsidiaries, AuctionWagon, Inc. and BizAuctions, Inc. As of September 30, 2007, Green Endeavors LTD no longer operates drop-off locations through partnerships with pack and ship centers and co-manages twenty-three (23) affiliate locations that were acquired in the acquisition of AuctionWagon Inc., on September 30, 2005. During the 3rd quarter of 2007, Green Endeavors developed numerous business commercial accounts with several retailers-wholesalers within the USA. Green Endeavors liquidates the excess inventory and/or returned merchandise of such accounts on eBay through its subsidiary, BizAuctions, Inc. The Company has obtained such commercial accounts in a wide variety of business industries or segments, including golf products, electronics-computer items, shoes for both men and woman, and clothing for men, women, and children. Green Endeavors, is listed as an "eBay Trading Assistant," with a Power Seller rating and has accumulated in excess of 6,000 positive feedbacks and continues to receive a customer satisfactory rating on eBay exceeding 99%. This allows the Company to reach millions of potential buyers for our customers' unwanted goods or products.

AuctionWagon Inc.

AuctionWagon was incorporated in September of 2003 and became the first eBay consignment store in the Los Angeles market. AuctionWagon is the first company to qualify as both an eBay certified developer and an eBay Trading Post. AuctionWagon is a frontrunner in both the retail and software segments of the industry, being featured in Entrepreneur, the New York Times, and the Wall Street Journal. AuctionWagon currently markets its consignment software to drop-off stores, and maintains a national affiliate network of drop-off locations.

AuctionWagon's software, Store Manager Pro G2, performs virtually all of the functions needed by an eBay consignment store, from printing contracts, barcodes, and inventory labels to managing its inventory, payment, shipping, check writing, and integrating photo editing. The Store Manager Pro offers multiple levels of software supporting different business requirements and charges both a monthly fee and an initial fee. The fees range from $99 to $330 per month, per customer. Since January 1, 2006, AuctionWagon has added approximately 126 new customer accounts and during the third quarter of 2007, has added an additional 10 new customer accounts. AWI's software continues to be a widely used by commercial business users doing business on eBay. To learn more, please visit our website at www.auctionwagon.com.

Auction Boulevard

On September 14, 2005, Green Endeavors LTD., formerly Net2Auction, Inc. acquired the trade name of AuctionBoulevard, Inc. and certain assets from Netelectronics.com and Jake Ptasznik. AuctionBoulevard is an operator of online auction drop-off locations. Among the assets acquired by Green Endeavors were all rights to the trade name of AuctionBoulevard, all intellectual property, and all eBay accounts opened by AuctionBoulevard. Additionally, the lease for AuctionBoulevard's principle place of business, located at 17412 Ventura Boulevard, Encino, California was assigned to Green Endeavors, LTD.

In September of 2007, the Company made the decision to close the drop-off location in Encino, CA to eliminate reoccurring losses and is in the process of sub-leasing the location to other viable business interests.

BizAuctions, Inc., formerly Kootenai Corp.

On June 27, 2006, Net2Auction acquired control of Kootenai Corp. through the purchase of Fifty Million (50,000,000) shares of common stock from the majority shareholder of Kootenai Corp. for, One Hundred Seventy Thousand ($170,000) US dollars. Kootenai Corp. later acquired BizAuctions Corp., from Net2Auction, Inc., for the issuance of Fifty Million (50,000,000) shares of common stock and Twelve Million (12,000,000) shares of Preferred stock. Subsequent to the acquisition of BizAuctions Corp., Kootenai Corp. changed its name to BizAuctions, Inc. BizAuctions, Corp., is a wholly-owned subsidiary of BizAuctions, Inc. BizAuctions is a publicly traded company which trades on the Pink Sheets under the symbol of BZCN.

BizAuctions, Inc. is a prime provider of commercial eBay liquidation services for excess inventory, overstock items, and merchandise that has been returned. BizAuctions clients include some of the Nation's leading retail names at the forefront of their industries. During the 3rd quarter ending September 30, 2007, BizAuctions developed several new accounts or locations both inside and outside of the State of California with a top retailer-wholesaler whereby the Company is able to purchase excess inventory, overstocked merchandise, and returns from the retailer-wholesaler at a significant discount from the retail price of the merchandise. The Company is then able to sell the merchandise on eBay at a favorable price whereby generating significant gross profits. To learn more, please visit our website at www.bizauctions.com.

RoboServer Systems Corp.

RoboServer Systems Corp. is a leading provider of self-service technologies to restaurant industries. RBSY's self-serve systems are designed to work like ATM machines, allowing customers to quickly and easily place orders, pay, and go. Industry estimates and market observations show that self-serve technologies can cut customer waiting time by as much as 33%.

RoboServer kiosks can be installed in any restaurant in the United States. RoboServer also provides customers with custom software to allow the customer to operate the kiosk with optimum efficiency. To provide our customers with a custom software solution, RoboServer has partnered with a leading kiosk software development company, St. Clair Interactive Systems. St. Clair provides our customers with leading edge technology and online monitoring systems. RoboServer has also partnered with Renaissance Systems, a leading technology company. Our partnership with Renaissance allows RoboServer to undertake any and all customer projects regardless of the size and scope. By utilizing products from these two software companies allows RoboServer to customize our customer's menus in much less time? As a result of these efficiencies and options, we are now able to greatly expand our market with profitable sales from small single store business while trying to achieve profits without having to do enormous volumes to cover the software development cost.

RoboServer kiosks are manufactured by KIS Kiosks. RoboServer's partnership with KIS allows us to offer the competitive pricing and top quality hardware products available. The market for RoboServer's point-of-sale and self-serve technologies is increasing rapidly. Business owners are seeking out self-serve kiosks to allow such owners to provide more efficient services to their customers as well as reduce labor costs. Other partners include Pro-Tech Inc. which is RoboServer's supplier for outdoor kiosks.

During the first nine months of this calendar year, period ending September 30, 2007, RoboServer developed its first pilot of the "Assisted Server" two-screen model that was shown at the Las Vegas Restaurant, Hospitality, and Night Club Expo in March, 2007. The pilot "Assisted Server" was well received and has resulted in numerous leads with various business owners in both the restaurant and night club segments. Due to the various leads and inquires for the "Assisted Server" the Company is currently in discussions with Team Research in Taiwan for mass production of the two-sided "Assisted Server." Business owners have expressed a need to migrate customers to self-service without losing contact with the customer during their ordering process. The "Assisted Server" can be used as self-service, assisted service or counter service since the unit has two screens, one facing the customer and a mirrored screen facing the cashier/counter helper. Businesses are very excited about the "Assisted Server," because it is a natural progression from traditional POS line ordering to self-service.

RoboServer has installed two (2) of its pilot self-serve units in two (2) different fast-food franchisees, with the first installation at Angelo's Burgers in Encinitas, CA, and the second installation at Dairy Queen in Oceanside, CA. The Angelo's Burgers installation was completed in the fall of 2005, and the Dairy Queen in the spring of 2006. Since the installation of the pilot self-serve free-standing kiosk in Dairy Queen, RoboServer has installed a 2nd model, a counter-top self-serve unit in the fall of 2006. RoboServer will be installing the "Assisted Server" for a pilot test in the Oceanside DQ in the 4th quarter of 2007 and full rollouts of the new 2-sided units will follow shortly thereafter. RoboServer continues to receive numerous inquiries from some of the leading fast-food chains for the RoboServer self-serve kiosks. Self-Serve Technologies, Inc. is a wholly-owned subsidiary of RoboServer and is the entity that has performed all of the research, development, and modifications since the POS software and self-serve technologies were acquired in May, 2004. To learn more, please visit our website at www.roboservercorp.com.

For further information on the corporate structure and ownership of its subsidiaries, please review the following two pages of this statement and the Company's Form 10 KSB for year ended December 31, 2006, filed on May 10, 2007, with the Securities and Exchange Commission. The Form 10 KSB can be viewed on the SEC website at www.sec.gov.

CORPORARTE CHART FOR SUBSIDIARY OWNERSHIP OF ITS COMMON STOCK

CORPORATE CHART FOR SUBSIDIRY OWNERSHIP UPON CONVERSION OF PREFERRED OR SUPERVOTING PREFERRED STOCK

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the audited financial statements and notes thereto included in our annual report on Form 10-KSB for the fiscal year ended December 31, 2006, and should further be read in conjunction with the financial statements included in this report. Comparisons made between reporting periods herein are for the three and nine-month periods ended September 30, 2007, as compared to the same period in 2006.

Revenues

Revenues for the three and nine month periods ended September 30, 2007, was $1,066,598 and $1,991,792, respectively, as compared to $261,154 and $576,252 for the same periods in 2006. The increase in the three and nine month's revenue of $805,444 and $1,415,540, respectively and is due to increase sales from the operations of the Company's majority-owned subsidiary, BizAuctions.

Operating Losses

The Company's operating losses of $890,249 and $2,532,727 for the three and nine months ended September 30, 2007, compared to losses of $834,025 and $2,432,389 for the same periods in 2006. The increase in the three and nine month operating loss of $56,224 and $100,338, respectively, resulted from increases in General and Administrative expenses for the three and nine months of $29,389 and $100,996 respectively, issuance of stock for consulting and professional services rendered, and salary compensation for the three and nine month periods of $226,917 and $361,679, respectively.

Net Losses

The Company recorded net losses of $478,465 and $1,532,926 for the three and nine months ended, September 30, 2007, as compared to $426,273 and $1,660,529 respectively, for the same periods in 2006. The increase in the three months and decrease in the nine month losses of $10,157 and $127,603 respectively, resulted from an increase of general and administrative, cost of goods sold, interest expense, and issuance of stock for consulting and professional services rendered.

Expenses

The Company's expenses for the third quarter ended September 30, 2007, as compared to 2006, are set forth below:

The General and Administrative expenses for the three and nine month period ended September 30, 2007, were $217,939 and $575,813 compared to $188,550 and $474,817 for the same periods in 2006. The increase in the three and nine month expenses of $29,389 and$100,996 respectively, resulted from the increase in general & administrative expenses as a result of increased operations. The Company experienced an increase of consulting and professional services rendered of $226,917, increase of research and development expenses of $4,850, and increase of cost of goods sold of $622,238.

LIQUIDITY AND CAPITAL RESOURCES

The Company's net cash used in operating activities for the nine months ended September 30, 2007, (decreased) to $694,057 as compared to net cash used in operating activities of $771,791, for the same period in 2006. This decrease is mainly attributable to the increase of non-cash services through the issuance of stock.

The (decrease) in net loss of $1,532,926 for the nine months ended September 30, 2007, compared to a net loss of $1,660,529 for the same period in 2006, was primarily due to an decrease in legal and professional expenses and a one-time gain on extinguishment of debt.

Net cash used in investing activities decreased to $ 30,678 for the nine-months ended September 30, 2007, as compared to $403,259 for the same period in 2006. This decrease is due to investing activities for acquisitions of operating entities.

Net cash provided by financing activities was $800,022 for nine-months ended September 30, 2007, compared to $1,216,128 for the same period in 2006. This decrease is due to decreased borrowing and the issuance of common stock effected to facilitate investing activities.

The Company has relied upon its chief executive officer for its capital requirements and liquidity, in addition to raising capital from investors at the subsidiary level. The Company's recurring losses, lack of cash flow, and lack of cash on hand raise substantial doubts about the Company's ability to continue as a going concern. Management's plans with respect to these matters include raising additional working capital through equity or debt financing and acquisitions of ongoing concerns, which generate profits, ultimately allowing the Company to achieve consistent profitable operations. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

We do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structure finance or special purpose entities ("SPEs"), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes as part of our ongoing business. As of September 30, 2007, we were not involved in any unconsolidated SPE transactions.


Source: AmeriResource Technologies, Inc.

 

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