Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year 

 

On November 20, 2007, AmeriResource Technologies, Inc., a Delaware corporation (the "Company") received stockholder consent from the holders of more than 50% of the shares entitled to vote in a vote of shareholders, written consent for the approval of authorizing the Company to effect a reverse split of the Company's common stock, par value $0.0001 at a ratio of up to one for one thousand. On November 27, 2007, the Company's Board of Directors approved the implementation of a reverse stock split at a ratio of one-for-fifty. 

 

On November 28, 2007 the Company will submit a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect the reverse stock split. 

 

On December 7, 2007, at 5:00 p.m. Eastern Time, the reverse stock split shall become effective. At that time, each fifty (50) outstanding shares of common stock of the Company will be combined into and automatically become one (1) outstanding shares of common stock of the Company. The reverse stock split is expected to reduce the number of outstanding shares of the Company's common stock from approximately 2,579,231,553 shares to approximately 51,584,631 shares. No fractional shares will be issued in connection with the reverse stock split, all fractional shares that would have resulted from the reverse split shall be rounded up to the next whole share. 

 

EXHIBIT NO. PAGE NO. DESCRIPTION 

 

(3) 4 Amended and Restated Certificate of Incorporation.