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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-QSB
  þ
    
    Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
 for the quarterly period ended September 30, 2005.
 o
    
    Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
 for the transition period from  to .
 COMMISSION FILE NUMBER: 0-20033
 AMERIRESOURCE TECHNOLOGIES, INC.
  DELAWARE
    
    84-1084784(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 3440 E. Russell Road, Suite 217, Las Vegas, Nevada 89120
 (702) 214-4249
  þ o
  o þ




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TABLE OF CONTENTS
 PART I    FINANCIAL INFORMATION
    
    
    3ITEM 1. Financial Statements
    
    
    F-1ITEM 2. Managements Discussion & Analysis or Plan of Operations
    
    
    4ITEM 3. Controls and Procedures
    
    
    8PART II    OTHER INFORMATION
    
    
    8ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    8ITEM 6. Exhibits and Reports on Form 8-K
    
    
    8SIGNATURES
    
    
    9INDEX TO EXHIBITS
    
    
    10CERTIFICATIONS
    
    
    11Certification of CEO and Principal Financial OfficerCertification of CEO and Principal Financial Officer
  2




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PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
   3




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September 30,
    
    
    December 31,2005
    
    
    2004ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    134,020
    
    
    $
    8,029Prepaid expenses
    
    
    4,000Accounts receivable
    
    
    2,311Inventory
    
    
    3,122Notes receivable
    
    
    6,065
    
    
    
    16,935Total Current Assets
    
    
    149,518
    
    
    
    24,964Investment:
    
    
    
    
    
    
    71,500Fixed Assets:Equipment
    
    
    100,605Leasehold improvements
    
    
    7,983
    
    
    
    7,442Accumulated depreciation
    
    
    (6,571
    )
    
    
    (411
    )Net Fixed Assets
    
    
    102,017
    
    
    
    7,031Other Assets:Marketable securities
    
    
    
    
    
    
    138,121Deposits
    
    
    7,774Intangible assets net of amortization
    
    
    200,981Accumulated amortization
    
    
    (7,459
    )Total Other Assets
    
    
    201,296
    
    
    
    138,121Total Assets
    
    $
    452,831
    
    
    $
    241,616
 F-1




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September 30,
    
    
    December 31,2005
    
    
    2004LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    53,489
    
    
    $
    973Notes payable
    
    
    627,932
    
    
    
    422,932Accrued interest
    
    
    172,642
    
    
    
    109,114Notes payable  related party
    
    
    8,421
    
    
    
    19,736Accrued expenses
    
    
    85,000Total Current Liabilities
    
    
    947,484
    
    
    
    552,755Non-Current Liabilities:Commitments and contingencies
    
    
    105,000
    
    
    
    105,000Notes payableTotal Other Liabilities
    
    
    105,000
    
    
    
    105,000Total Liabilities
    
    
    1,052,484
    
    
    
    657,755Stockholders EquityPreferred stock, $.001 par value; authorized
10,000,000 shares; Class A, issued and outstanding
131,275 shares
    
    
    131
    
    
    
    131Preferred stock, $.001 par value; authorized,
10,000,000; Class B, issued and outstanding,
177,012 shares
    
    
    177
    
    
    
    177Preferred stock, $.001 par value; authorized,
1,000,000 shares; Class C, issued and outstanding,
1,000,000 shares
    
    
    1,000
    
    
    
    1,000Preferred stock, $.001 par value; authorized, 750,000
shares; Class D, none issued and outstanding
    
    
    250
    
    
    
    250Common Stock, $.0001 par value; authorized,
3,000,000,000 shares; issued and outstanding,
73,989,347 and 30,276,416
    
    
    7,399
    
    
    
    3,027
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September 30,
    
    
    December 31,2005
    
    
    2004Comprehensive loss on marketable securities
    
    
    (3,108
    )
    
    
    (3,108
    )Additional paid in capital
    
    
    17,703,948
    
    
    
    16,872,614Retained earnings
    
    
    (19,082,223
    )
    
    
    (17,290,230
    )Minority interest
    
    
    772,773Total Stockholders Equity
    
    
    (599,653
    )
    
    
    (416,139
    )Total Liabilities and Stockholders Equity
    
    $
    452,831
    
    
    $
    241,616
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For the quarter ended
    
    
    For the quarter ended
    
    
    For the nine months ended
    
    
    For the nine months endedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net service income
    
    $
    42,405
    
    
    $
    
    
    
    
    54,954Sales
Consulting income
    
    
    300
    
    
    
    40,000
    
    
    
    3,385
    
    
    
    95,000Revenues
    
    
    42,705
    
    
    
    40,000
    
    
    
    58,339
    
    
    
    95,000Cost of goods sold
    
    
    93,874
    
    
    
    
    
    
    
    150,596Gross Profit
    
    
    (51,169
    )
    
    
    
    
    
    
    (92,257
    )
    
    
    95,000Operating expensesGeneral and administrative expenses
    
    
    180,241
    
    
    
    20,367
    
    
    
    418,857
    
    
    
    86,558Salaries
    
    
    25,000
    
    
    
    25,000
    
    
    
    75,000
    
    
    
    75,000Legal and professional
    
    
    109,510
    
    
    
    53,350
    
    
    
    263,173
    
    
    
    161,159Consulting
    
    
    173,677
    
    
    
    359,176
    
    
    
    749,980
    
    
    
    841,127Research and development
    
    
    66,350
    
    
    
    
    
    
    
    153,776Operating loss
    
    
    (605,947
    )
    
    
    (417,893
    )
    
    
    (1,753,043
    )
    
    
    (1,068,844
    )Other income (expenses)Loss on write-down of investment
    
    
    (621
    )
    
    
    (1,700,000
    )
    
    
    (17,121
    )
    
    
    (1,700,000
    )Interest expense
    
    
    (23,883
    )
    
    
    (154
    )
    
    
    (39,651
    )
    
    
    (844
    )Loan extension expense
    
    
    
    
    
    
    (8,000
    )Minority interest
    
    
    162,124
    
    
    
    
    
    
    
    362,191Net income (loss) before income tax
    
    
    (468,327
    )
    
    
    (2,118,047
    )
    
    
    (1,455,624
    )
    
    
    (2,769,688
    )Income tax provision
    
    
    
    
    
    
    Net income (loss)
    
    $
    (468,327
    )
    
    $
    (2,118,047
    )
    
    $
    (1,455,624
    )
    
    $
    (2,769,688
    )Earnings (loss) per share
    
    
    (0.01
    )
    
    
    (0.12
    )
    
    
    (0.03
    )
    
    
    (0.27
    )Weighted average common shares outstanding
    
    
    67,205,271
    
    
    
    17,239,121
    
    
    
    52,132,881
    
    
    
    10,324,782
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For the 9 Months ended
    
    
    For the 9 Months endedSeptember 30 2005
    
    
    September 30 2004Reconciliation of net loss use in
Operating activities:Net loss
    
    
    (1,455,624
    )
    
    
    (2,769,688
    )Non-cash items:Depreciation/amortization
    
    
    10,659
    
    
    
    39Non-cash services through issuance of stock
    
    
    762,871
    
    
    
    762,856Write down of investment
    
    
    17,121
    
    
    
    1,700,000Changes in assets affecting operations (increase)/decreaseAccounts receivable
    
    
    (2,311
    )Inventory
    
    
    (3,122
    )Notes receivable
    
    
    10,870
    
    
    
    1,371Deposits
    
    
    (7,774
    )Prepaid
    
    
    (4,000
    )Changes in liabilities affecting operations increase / (decrease)Accounts Payable
    
    
    52,516Accrued payroll and related expenses
    
    
    85,000
    
    
    
    112,659Accrued interest
    
    
    63,528Note payable  related party
    
    
    (11,315
    )Net cash provided by (used in) operating activities
    
    
    (481,581
    )
    
    
    (192,763
    )Cash flows from investing activities:Purchase of assets
    
    
    (101,146
    )
    
    
    (29,904
    )Loss of Fixed AssetsPurchase of subsidiary
    
    
    (200,981
    )Net cash used in investing activities
    
    
    (302,127
    )
    
    
    (29,904
    )Cash flows from financing activities:Net proceeds from borrowing
    
    
    
    
    
    
    140,000Net proceeds from issuance of common stock
    
    
    1,062,033
    
    
    
    64,929Net cash provided by financing activities
    
    
    1,062,033
    
    
    
    204,929Increase (decrease) in cash
    
    
    125,991
    
    
    $
    (17,738
    )Cash  beginning of the period
    
    $
    8,029
    
    
    $
    34,090Cash  end of the period
    
    $
    134,020
    
    
    $
    16,352
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NOTE 1  DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES
  NOTE 2  BASIS OF PRESENTATION
  Principles of consolidation
  Loss per common share
  NOTE 3  INVESTMENT
  F - 6




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NOTE 4  STOCKHOLDERS EQUITY
 Common stock
       Preferred stock
   F - 7




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F - 8




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NOTE 5- NOTE PAYABLE
  Note dated August 2, 2000, payable to American
Factors, secured by 300,000 shares of the Companys
common stock. The note bears interest at 15%
    
    
    422,932Note dated 2002, no interest bearing, due on demand
    
    
    90,000Note dated April 12, 2005, prime plus 3% interest
bearing, with due date of November 12, 2005.
Parties have the option to convert to R-144 stock upon mutual consent
    
    
    80,000Note dated 2005, prime interest, due in 11 months
    
    
    35,000Total current notes payable
    
    
    627,932Total current notes payable
    
    $
    627,932
  2005
    
    $
    627,93220062007
    
    
    Thereafter
    
    
    $
    627,932
 NOTE 6  GOING CONCERN UNCERTAINTY
   F - 9




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NOTE 7  COMMITMENTS AND CONTINGENCIES
    NOTE 8  MARKETABLE SECURITIES
  NOTE 9  SUBSEQUENT EVENTS
   F - 10




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ITEM 2. MANAGEMENTS DISCUSSION & ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
        4




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AuctionWagon
   www.auctionwagon.com
 Auction Boulevard
    5




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www.auctionboulevard.com
   www.roboservercorp.com
        6




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Quarter
    
    
    Quarterended
    
    
    endedExpenses
    
    9/30/2005
    
    
    9/30/2004General and Administrative
    
    
    180,241
    
    
    
    20,367Consulting
    
    
    172,677
    
    
    
    359,176Employee Salaries and Bonuses
    
    
    25,000
    
    
    
    25,000Interest Expense
    
    
    23,883
    
    
    
    154Legal and Professional
    
    
    109,510
    
    
    
    53,350Research and development
    
    
    66,350
    
    
    
    -0-Cost of goods sold
    
    
    93,874
    
    
    
    -0-Total Expenses
    
    
    672,535
    
    
    
    458,325
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ITEM 3. CONTROLS AND PROCEDURES
  
 PART II  OTHER INFORMATION
 
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
   
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 (a)
    
    Exhibits required to be attached by Item 601 of Regulation S-B are listed in
the Index to Exhibits beginning on page 10 of this Form 10-QSB, which is incorporated
herein by reference.
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SIGNATURES
  AMERIRESOURCE TECHNOLOGIES, INC./s/
Delmar A. JanovecDelmar A. Janovec, Chief Executive Officer andPrincipal Financial OfficerDated:
November 21, 2005
 9




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INDEX TO EXHIBITS
 EXHIBIT
    
    PAGENO.
    
    NO.
    
    DESCRIPTION3(i)
    

    *
    
    
    Articles of Incorporation of the Company. (Incorporated
by reference from the Companys Form S-4, file number
33-44104, effective on February 11, 1992.).3(ii)
    

    *
    
    
    Bylaws of the Company. (Incorporated by reference from the Companys Form S-4, file number
33-44104, effective on February 11, 1992.)10(i)
    

    *
    
    
    Stock Exchange Agreement, dated as of September 30, 2005,
by and between Net2Auction, Inc., AuctionWagon, Inc., Josh
MacAdam, David MacAdam, Devin Bailey, and Karen Chang.
(Incorporated by reference from the Companys Form 8-K,
file number 000-20033, effective on October 12, 2005.)10(ii)
    

    *
    
    
    Agreement for Purchase and Sale of Assets, dated as of
September 14, 2005, by and between Net2Auction, Inc. and
Netelectronics.com. (Incorporated by reference from the
Companys Form 8-K, file number 000-20033, effective on
October 5, 2005.)31(i)
    
    11
    
    
    Certification of Chief Executive Officer and Principal
Financial Officer under Section 302 of the Sarbanes-Oxley
Act of 2002.32(i)
    
    12
    
    
    Certification of Chief Executive Officer and Principal
Financial Officer Pursuant to 18 U.S.C. §1350
 
 *
    
    Previously filed as indicated and incorporated herein by reference from the referenced filings
previously made by the Company. 10