SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

[X]      Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934 for the quarterly period ended March 31, 2000.

[ ]      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.
                     --------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)


         DELAWARE                                                   84-1084784
         --------                                                   ----------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)


                 1881 Hicks Road, #C, Rolling Meadows, IL 60008
                -------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (847) 221-2801
                              --------------------
                (Issuer's Telephone Number, Including Area Code)

         Check whether the issuer: (1) 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      XX                        NO


         On May 3, 2000, the number of shares outstanding of the issuer's Common
Stock, $0.0001 par value (the only class of voting stock), was 550,821,312.
<PAGE>

                                Table of Contents

PART I - FINANCIAL INFORMATION.................................................3
         ITEM 1 FINANCIAL STATEMENTS...........................................3
         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.....4

PART II- OTHER INFORMATION.....................................................6
         ITEM 1. LEGAL PROCEEDINGS.............................................6
         ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.....................6

INDEX TO EXHIBITS..............................................................8




<PAGE>






                         PART I - FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

         As  used   herein,   the  term   "Company"   refers  to   AmeriResource
Technologies,   Inc.,  a  Delaware   corporation,   and  its   subsidiaries  and
predecessors  unless otherwise  indicated.  Consolidated,  unaudited,  condensed
interim financial statements including a balance sheet for the Company as of the
quarter ended March 31, 2000, statement of operations, statement of shareholders
equity and statement of cash flows for the interim period up to the date of such
balance  sheet and the  comparable  period of the  preceding  year are  attached
hereto as Pages F-1 through F-21 and are incorporated herein by this reference.


<PAGE>


<PAGE>


To Stockholders of AmeriResource Technologies, Inc. and subsidiaries

We have reviewed the  accompanying  consolidated  balance sheet of AmeriResource
Technologies,  Inc.  and  subsidiaries  as of March  31,  2000  and the  related
consolidated statements of operations,  stockholders' equity, and cash flows for
the  quarter  then  ended,  in  accordance  with  Statements  on  Standards  for
Accounting  and Review  Services  issued by the American  Institute of Certified
Public  Accountants.  All information  included in these consolidated  financial
statements is the  representation  of the owners of AmeriResource  Technologies,
Inc. and subsidiaries.

A review consists  principally of inquiries of Company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as whole. Accordingly, we do not express an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  consolidated financial statements in order for them
to be in conformity with generally accepted accounting principles.

The consolidated  financial statements for the year ended December 31, 1999 were
audited  by us and we  expressed  an  unqualified  opinion on them in our report
dated April 15, 2000.  The  consolidated  financial  statements  for the quarter
ended March 31, 1999 were  compiled by us,  therefore we express no assurance on
them.



May 2, 2000
Salt Lake City, Utah


   The accompanying notes are an integral part of these financial statements.


<PAGE>
<TABLE>
<CAPTION>

                             AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                       Consolidated Balance Sheets



                                                       ASSETS

                                                                                March 31,      March 31,
                                                                                 2000           1999
                                                                               (reviewed)     (audited)
                                                                               -----------    -----------
                          Current assets:
                          <S>                                                  <C>            <C>
                                                                               -----------    -----------
                              Cash and cash equivalents (Note 1) ...........   $ 2,175,852    $       165
                                                                               -----------    -----------

                                                                               -----------    -----------
                              Notes receivable - other (Note 3) ............        30,000         30,000
                                                                               -----------    -----------

                                                                               -----------    -----------
                                           Total current assets ............     2,205,852         30,165
                                                                               -----------    -----------

                                                                               -----------    -----------
                          Property and Equipment (Note 1):
                                                                               -----------    -----------
                              Equipment ....................................       599,843        599,843
                                                                               -----------    -----------
                              Furniture, fixtures and library ..............       120,989        120,989
                                                                               -----------    -----------
                              Vehicles .....................................        53,087         53,087
                                                                               -----------    -----------
                              Less accumulated depreciation ................      (773,919)      (773,919)
                                                                               -----------    -----------

                                                                               -----------    -----------

                                           Net property, plant and equipment          --             --
                                                                               -----------    -----------

                                                                               -----------    -----------


                                                                               -----------    -----------
                          Other assets:
                                                                               -----------    -----------

                                                                               -----------    -----------


                                                                               -----------    -----------

                              Marketable securities (Note 12) ..............       382,261
                                                                                                  426,241
                                                                               -----------    -----------

                              Total other assets ...........................       382,261        426,241
                                                                               -----------    -----------
                           Total assets ....................................   $ 2,588,113    $   456,406
                                                                               -----------    -----------






                                                (continued)


                The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                              AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                   Consolidated Balance Sheet_Toc411951707s
                                                 (continued)

                                     LIABILITIES AND STOCKHOLDERS' EQUITY



                                                                                  March 31,      March 31,
                                                                                    2000           1999
                                                                                 (reviewed)      (audited)
                                                                                ------------    ------------
                                 <S>                                            <C>             <C>
                                                         Current liabilities:
                                                                                ------------    ------------
                                                            Accounts payable:
                                                                                ------------    ------------
                                                                        Trade   $    276,374    $    276,374
                                                                                ------------    ------------
                                                       Related party (Note 2)         70,413          70,413
                                                                                ------------    ------------
                                 Notes payable - related party (Note 2 and 4)        555,577         555,577
                                                                                ------------    ------------
                                                       Notes payable (Note 4)        956,643         956,643
                                                                                ------------    ------------
                                         Accrued payroll and related expenses        231,681         231,681
                                                                                ------------    ------------
                                                            Accrued interest:
                                                                                ------------    ------------
                                                       Related party (Note 2)        277,952         277,952
                                                                                ------------    ------------
                                                                        Other        182,853         182,853
                                                                                ------------    ------------
                                                           Income Tax Payable         35,960          35,960
                                                                                ------------    ------------

                                                                                ------------    ------------
                                                    Total current liabilities      2,587,453       2,587,453
                                                                                ------------    ------------
                                                            Other Liabilities
                                                                                ------------    ------------
                                                       Convertible debentures      3,350,000       3,350,000
                                                                                ------------    ------------
                                      Commitments and contingencies (Note 10)        105,000         105,000
                                                                                ------------    ------------

                                                                                ------------    ------------
                                                      Total other liabilities      3,455,000       3,455,000
                                                                                ------------    ------------

                                                                       Total
                                                                  liabilities      6,042,453       6,042,453
                                                                                ------------    ------------

                                                                                ------------    ------------
                                                Stockholders' equity (Note 6)
                                                                                ------------    ------------
                      Preferred stock, $.001 par value; authorized, 5,000,000
                                                                                ------------    ------------
                      shares; issued and outstanding, 329,621 shares (Note 6)            330             330
                                                                                ------------    ------------
                        Common Stock, $.0001 par value; authorized, 1,000,000
                                                                                ------------    ------------
                           shares; issued and outstanding, 550,821,312 shares         55,081          55,081
                                                                                ------------    ------------
                                                   Additional paid-in capital      9,154,352       9,154,352
                                                                                ------------    ------------

                                                                                ------------    ------------
                                                          Accumulated deficit    (12,664,103)    (14,795,810)
                                                                                ------------    ------------

                                                                                ------------    ------------
                                                   Total stockholders' equity     (3,454,340)     (5,586,047)
                                                                                ------------    ------------

                                                                                ------------    ------------
                                   Total liabilities and stockholder'  equity   $  2,588,113    $    456,406
                                                                                ------------    ------------

                                                                                ------------    ------------

                                                                                ------------    ------------



                  The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                            AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                  Consolidated Statements of Operations
                      For the Three Months Ended March 31, 2000 and March 31, 1999

                                                                           March 31,        March 31,
                                                                             2000             1999
                                                                          (reviewed)       (unaudited)
                                                                         -------------    -------------

                                                                         -------------    -------------

                                <S>                                      <C>              <C>
                                                  Net service income .   $        --      $      42,498
                                                                         -------------    -------------

                                                                         -------------    -------------
                                                  Operating expenses .            --               (348)
                                                                         -------------    -------------
                                 General and administrative expenses .          96,073         (573,743)
                                                                         -------------    -------------

                                                                         -------------    -------------
                                                      Operating loss .         (96,073)        (531,593)
                                                                         -------------    -------------

                                                                         -------------    -------------
                                             Other income (expense):
                                                                         -------------    -------------
                                      Gain on sale of treasury stock .            --              3,666
                                                                         -------------    -------------
                                                    Interest expense .            --               (151)
                                                                         -------------    -------------
                                       Gain on marketable securities .       2,227,780             --
                                                                         -------------    -------------

                                                                         -------------    -------------

                                          Total other income (expense)       2,227,780            3,515
                                                                         -------------    -------------

                                                                         -------------    -------------
                                   Net income (loss) before income tax       2,131,707         (528,078)
                                                                         -------------    -------------

                                                                         -------------    -------------
                                         Income tax provision (Note 7)            --               --
                                                                         -------------    -------------

                                                                         -------------    -------------
                                                            Net income   $   2,131,707    $    (528,078)
                                                                         -------------    -------------

                                                                         -------------    -------------

                                                                         -------------    -------------
                                                    Earnings per share   $       (.003)   $        (.00)
                                                                         -------------    -------------

                                                                         -------------    -------------
                            Weighted average common shares outstanding     493,417,979      427,060,312
                                                                         -------------    -------------

               The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                          AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                           Consolidated Statement of Stockholders' Equity


                                     $.0001 Par Value    $.001 Par Value
                                       Common Stock      Preferred Stock
                                  --------------------- ------------------ Additional  Stock
                                    Number               Number             Paid-In  Subscription Treasury Accumulated
                                   Of Shares   Amount   Of Shares  Amount   Capital   Recievable  Stock    Deficit        Total
                                  ----------- --------- --------- -------- ---------- --------- --------- ------------- ------------
<S>                               <C>         <C>       <C>       <C>      <C>        <C>                  <C>          <C>
Balance at December 31, 1998 .... 382,060,312 $  38,206 3,089,621 $  3,090 $7,916,968 $         $ (76,886) $(13,728,795)$(5,827,418)
                                  =========== ========= ========= ======== ========== ========= =========  ============ ============

Issuance of Shares for:
       S-8 options exercised        7,000,000       700                          (700)
       Cash .....................  54,000,000     5,400                       194,600   (80,000)                            120,000
       Consulting services ......  65,000,000     6,500                       645,000                                       651,500
       Legal services ...........  40,000,000     4,000                       396,000                                       400,000

Write off of subscription
         receivable .............                                                        80,000                              80,000

Sale of Treasury Stock ..........                                                                  76,886                    76,886

Converted from Preferred
    shares to Common shares .....   2,760,000       276(2,760,000)  (2,760)     2,484                                          --



Adjustment to retained earnings from sale of subsidiary
                                                                                                              3,400,035   3,400,035

Net loss for the year ended
    December 31, 1999                                                                                        (4,467,050) (1,709,246)
                                  ----------- --------- --------- -------- ---------- --------- --------- ------------- ------------
Balance at December 31, 1999 .... 550,820,312 $  55,082   329,621 $   330  $9,154,352 $         $          $(14,795,810)$(5,586,047)
                                  =========== ========= ========= ======== ========== ========= =========  ============ ============
Net loss for the three months
  ended March 31, 2000
  (reviewed).....................                                                                             2,131,707   2,131,707
                                  ----------- --------- --------- -------- ---------- --------- --------- ------------- ------------

Balance at March 31, 2000
  (reviewed)..................... 550,820,312  $ 55,082   329,621 $    330 $9,154,352 $         $          $(12,664,103)$(3,454,340)
                                  =========== ========= ========= ======== ========== ========= =========  ============ ============



                             The accompanying notes are an integral part of these financial statements.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Consolidated Statements of Cash Flows
                           For the Three Months Ended March 31, 2000 and March 31, 1999


                                                                                      March 31,      March 31,
                                                                                         2000           1999
                                                                                      (reviewed)     (unaudited)
                                                                                      -----------    -----------

                                                                                      -----------    -----------
<S>                                                                                   <C>            <C>
 Reconciliation of  net loss provided by (used in) operating
                                                  activities:
                                                                                      -----------    -----------

                                                                                      -----------    -----------
                                         Net income (loss) after extraordinary loss   $ 2,131,707    $  (528,078)
                                                                                      -----------    -----------

                                                                                      -----------    -----------
                                                                    Non-cash items:
                                                                                      -----------    -----------
                                                       (Gain) on sale of securities    (2,227,780)        (3,336)
                                                                                      -----------    -----------
                                        Non-cash services through issuance of stock          --          470,000
                                                                                      -----------    -----------
                                             Change in assets affecting operations-
                                                                         (increase)
                                                                           decrease
                                                                                      -----------    -----------
                  Changes in liabilities affecting operations - increase (decrease)
                                                                                      -----------    -----------
                                                                   Accounts payable          --            4,355
                                                                                      -----------    -----------

                                                        Accrued payroll and related          --            8,659
                                                                                      -----------    -----------


                                                                        Escrow fees          --             (672)
                                                                                      -----------    -----------


                                                                                      -----------    -----------

                                Net cash provided by (used in) operating activities       (96,073)       (49,072)
                                                                                      -----------    -----------


                                                                                      -----------    -----------

                                                                                      -----------    -----------
                                              Cash flows from financing activities:
                                                                                      -----------    -----------

                                                                                      -----------    -----------

                                                     Proceeds from issuance of debt          --           20,959
                                                                                      -----------    -----------

                                                                                      -----------    -----------

                                Net cash provided by (used in) financing activities          --           20,959
                                                                                      -----------    -----------

                                                                                      -----------    -----------

                                                                                      -----------    -----------
                                              Cash flows from investing activities:
                                                                                      -----------    -----------

                                                           Purchase of fixed assets          --          (27,305)
                                                                                      -----------    -----------
                                        Proceeds from sale of marketable securities     2,271,760         57,325
                                                                                      -----------    -----------

                                                                                      -----------    -----------

                                Net cash provided by (used in) investing activities     2,271,760         30,020
                                                                                      -----------    -----------

                                                                                      -----------    -----------

                                                        Increase (decrease) in cash     2,175,687          1,907
                                                                                      -----------    -----------

                                                                                      -----------    -----------

                                                         Cash - beginning of period           165         36,152
                                                                                      -----------    -----------

                                                                                      -----------    -----------
                                                               Cash - end of period   $ 2,175,852    $    38,059
                                                                                      -----------    -----------


                    The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>

                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000



Summary of significant accounting policies

Nature of business and business combinations

AmeriResource  Technologies,  Inc., formerly known as KLH Engineering Group, Inc
(the Management Company), a Colorado corporation, was incorporated March 3, 1989
for the purpose of providing  diversified civil engineering  services throughout
the United States, to be accomplished  through acquisitions of small to mid-size
engineering   firms.  On  July  16,  1996,  the  Company  changed  its  name  to
AmeriResource Technologies, Inc.

At December 31, 1998, the Management  Company  directly or indirectly owned 100%
of the stock of KLH  Engineering  of Colorado  Springs,  KLH  Engineering of San
Mateo,  KLH  Engineering of Grand  Junction,  KLH  Engineering of Lakewood,  KLH
Engineering  of  Greeley,  and  KLH  Engineers  and  Constructors.  All  of  the
Subsidiaries  closed their  operations  during 1996,  with the  exception of KLH
Pueblo  which was sold to a third  party  during  1996.  On June 30,  1999,  the
Company  sold  all  its  shares  to a third  party  for  $550  in the  following
subsidiaries:

                  KLH Engineering of Colorado Springs, Inc.
                  KLH Engineering of Lakewood, Inc.
                  KLH Engineering of Grand Junction,Inc.
                  KLH Engineering of Greeley, Inc.
                  KLH Engineering of San Mateo, Inc.
                  KLH Engineering & Constructors, Inc.
                  Morton Technologies, Inc.
                  LBH Engineering, Inc.
                  Coffee Engineering & Surveying, Inc.
                  Scanlon & Associates, Inc.

Effective  December 14, 1998,  the Company  acquired  the Travel  Agent's  Hotel
Guide, Inc. (Travel Agent's) in a stock purchase agreement. The Company received
all the  outstanding  shares of  Travel  Agents in  exchange  for a  convertible
debenture in the amount of $3,350,000.

Effective  July  1,  1998,  the  Company   acquired  First  Americans   Mortgage
Corporation (First Americans) in an agreement for the exchange of stock. The two
shareholders of First Americans transferred 100% of their shares in exchange for
45,000,000  shares of the  Company's  stock (see Note 2).  First  Americans  was
incorporated  on July 31, 1995 in Missouri.  On December  31, 1999,  the Company
sold 100% of the shares of First  Americans to an officer of First Americans for
$30,000 note receivable. This note is payable to the Company over 5 years at the
prime interest rate.

On May 13, 1994,  the Company  entered  into an  agreement  to acquire  Tomahawk
Construction Company, a Missouri corporation (Tomahawk). The acquisition,  which
was  completed on July 27, 1994,  was  accomplished  by merging  Tomahawk into a
wholly-owned subsidiary of the Company. Tomahawk then became a subsidiary of the
Company. This transaction has been treated as a reverse acquisition.


Summary of significant accounting policies (continued)

Tomahawk  is a  Kansas  City,  Kansas-based  general  contractor  and  qualified
American  Indian  Minority  Business  Enterprise  specializing  in concrete  and
asphalt paving, utilities, grading/site work, structural concrete and commercial
buildings.  Tomahawk was organized on April 12, 1980, as a Missouri corporation.
Tomahawk had no operations during 1999 or 2000.

Basis of presentation

The  accompanying  financial  statements  have been prepared in conformity  with
principles of accounting  applicable to a going concern,  which contemplates the
realization of assets and the liquidation of liabilities in the normal course of
business.  The Company has incurred  continuing losses and has not yet generated
sufficient  working capital to support its operations.  The Company's ability to
continue as a going concern is dependent,  among other things, on its ability to
reduce  certain  costs,  and its obtaining  additional  financing and eventually
attaining a profitable level of operations.

It is  management's  opinion  that the  going  concern  basis of  reporting  its
financial  condition and results of operations is  appropriate at this time. The
Company  plans to  increase  cash  flows  and to take  steps  towards  achieving
profitable  operations  through the sale or closure of unprofitable  operations,
and through the merger with or acquisition of profitable operations.

Principles of consolidation

The  consolidated   financial   statements  include  the  combined  accounts  of
AmeriResource  Technologies,  Inc.,  Gold Coast  Resources,  Inc.  and  Tomahawk
Construction Company. All material  intercompany  transactions and accounts have
been eliminated in consolidation.

Cash and cash equivalents

For the purpose of the statement of cash flows, the Company  considers  currency
on hand,  demand  deposits  with banks or other  financial  institutions,  money
market funds, and other investments with original  maturities of three months or
less to be cash equivalents.

Property, Plant and Equipment

The Company's fixed assets are presented at cost.  Certain  Subsidiaries use tax
depreciation  methods  which  approximates  straight-line.  All others are being
depreciated on a  straight-line  basis.  The estimated  useful lives used are as
follows:

      Furniture, fixtures and library                       5 to 17 years
      Equipment, including capitalized leased equipment     3 to 7 years
      Vehicles                                              5 to 7 years
      Construction equipment                                3 to 10 years

The fixed assets were written off during 1999, therefore no depreciation expense
was recorded in 2000.

Summary of significant accounting policies (continued)

Publication Rights

The  publication  rights  are for  The  Travel  Agents  Hotel  Guide.  This is a
publication  used by travel agents to sell hotel rooms primarily  throughout the
United States. The rights consist of the publication  rights,  logo, client list
and business concept. These rights were deemed worthless during 1999 and written
off.

Convertible Debentures

The  convertible  debentures  were issued in the  purchase of Gold Coast and are
guaranteed by Lexington Sales Corporation, Ltd. These debentures pay interest of
7% per year  (cumulative),  payable  at the time of each  conversion  until  the
principal amount is paid in full or has been converted.  The debentures  convert
into shares of the  Company's  common stock (par value $.0001) at any time after
December 14, 2001.  After  December 14, 2001, the debentures can be converted in
whole or part.  The number of shares  issuable upon  conversion is determined by
dividing  the  principal  converted  plus  accrued  interest  (less any required
withholding)  by the  conversion  price in effect on the  conversion  date.  The
conversion  price is the average bid closing price of the Company's common stock
for the five trading days immediately  preceding and ending on the day preceding
the date of conversion.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  reported  amounts of assets and  liabilities,  disclosure  of contingent
assets and liabilities at the date of the financial  statements and revenues and
expenses during the reporting period.  In these financial  statements assets and
liabilities involve extensive reliance on management's estimates. Actual results
could differ from those estimates.

Income tax

For the years ended  December 31, 1999 and 1998,  the Company  elected to file a
consolidated tax return and the income tax provision is on a consolidated basis.
Prior to 1992, the Subsidiaries filed separate corporate returns.

Effective  January 1, 1993,  the  Financial  Accounting  Standards  Board (FASB)
issued FASB No. 109,  "Accounting for Income Taxes".  FASB No. 109 requires that
the  current  or  deferred  tax  consequences  of all events  recognized  in the
financial  statements be measured by applying the provisions of enacted tax laws
to determine the amount of taxes  payable or  refundable  currently or in future
years. There was no impact on from the adoption of this standard.

Deferred income taxes are provided for temporary differences in reporting income
for financial statement and tax purposes arising from differences in the methods
of accounting for construction contracts and depreciation.

Construction contracts are reported for tax purposes and for financial statement
purposes on the  percentage-of-completion  method.  Accelerated  depreciation is
used for tax reporting,  and  straight-line  depreciation  is used for financial
statement reporting.

1.       Summary of significant accounting policies (continued)

         Loss per common share

         Loss per common share is based on the weighted average number of common
         shares outstanding during the period. Options, warrants and convertible
         debt outstanding are not included in the computation because the effect
         would be antidilutive.

2.       Related party transactions

         At March 31, 2000, the Company had notes payable  balances to officers,
         a former officer and other  stockholders  (Note 4). In addition,  there
         was related accrued interest.

3.            Notes receivable

         The Company had the following notes receivable:

         Notes receivable from First Americans  Mortgage Corp,  bearing interest
         at the prime rate,  principal  and  interest  payments due December 31,
         starting   December  31,  2000  through   December   30,000  31,  2004.


                             Total Notes Receivable           30,000
                                                         -----------

4.      Notes payable

         The Company had the following notes payable:

         Related Party:

                       ---------------------------------------------------------
                       Note dated August 11, 1995,  payable to an officer in the
                       original  amount  of  $344,837,   unsecured.  Note  bears
                       interest at 8.75% and is due in full on August 11,  1997,
                       this was extended until August 11, 1999.          350,342
                       ---------------------------------------------------------

                       ---------------------------------------------------------
                       Note  payable  to  an  officer,   unsecured.  Note  bears
                       interest at 8% and is due on demand.              361,104
                       ---------------------------------------------------------

                       ---------------------------------------------------------
                       Total notes payable - related parties             711,446
                       ---------------------------------------------------------

                       Less current portion                              711,446
                       ---------------------------------------------------------
                       Long-term portion                                $   -
                       ---------------------------------------------------------



4.      Notes payable (continued)

        Others:

                       Note dated August 31, 1998, payable to American
                       Factors  in the  original  amount of  $430,924,
                       unsecured. The note bears interest at 9%.        430,924

                       Notes  payable  to various  subcontractors  and
                       suppliers  for goods and  services  provided in
                       contracts.  The notes have no interest rate and
                       are paid to the extent a payment for  providing
                       services or goods on  specified  contracts  are
                       collected.  This  debt is under  class 7 of the
                       Plan of  Reorganization  and is to be paid from
                       cash flows of Tomahawk.                          464,643


                       Various  notes  payable  with  interest   rates
                       ranging  from 0% to  12.75%,  monthly  payments
                       from $226 to $243, uncollateralized.               2,000

                       Total notes payable                              897,567

                       Less current portion                            (897,567)

                       Long-term portion                               $   --

        Maturities of notes payable at March 31, 2000, are as follows:

                        2000                   897,567
                        2001                     --
                        2002                     --
                        2003                     --
                        Thereafter               --
                                             $--------
                                               897,567


5.  Stockholders' equity

    Common stock

    The  Company   increased  its   authorized   shares  from   500,000,000   to
    1,000,000,000  during 1999. The Company did not issue any stock in the first
    quarter of 2000.


5.  Stockholders' equity (continued)

    Preferred stock

    The Company has currently  designated  2,500,000  shares of their authorized
    preferred  stock to Series A Convertible  Preferred  Stock and an additional
    2,500,000 shares to Series B Convertible Preferred Stock.

    Both Series A and B preferred  stock bear a  cumulative  $.125 per share per
    annum  dividend,  payable  quarterly.  The  shareholders  have a liquidation
    preference  of $1.25 per share,  and in  addition,  all  unpaid  accumulated
    dividends  are to be paid  before  any  distributions  are  made  to  common
    shareholders.  These shares are subject to redemption by the Company, at any
    time after the second  anniversary  of the issue dates  (ranging from August
    1990 through  December 1995) of such shares and at a price of $1.25 plus all
    unpaid accumulated  dividends.  Each preferred share is convertible,  at any
    time prior to a notified redemption date, to one common share. The preferred
    shares  have equal  voting  rights  with  common  shares and no shares  were
    converted in 1998.  Dividends are not payable until declared by the Company.
    At March 31, 2000, the amount of dividends in arrears on the preferred stock
    was $1,368,406.


6.  Income tax

    No  current  or  deferred  tax  provision  resulted  as  there  was  both an
    accounting  and a tax loss for each of the  periods  presented.  The primary
    permanent   differences  between  tax  and  accounting  losses  are  non-tax
    deductible  penalties,  losses from closure of subsidiaries and amortization
    of certain goodwill.

    The Company has  available for income tax  purposes,  a net  operating  loss
    carryforward  of  approximately  $14,000,000  expiring  from  2004 to  2007,
    including $970,000 subject to certain recognition  limitations.  A valuation
    allowance  for  the  full  amount  of the  related  deferred  tax  asset  of
    approximately  $1,380,000 has not been recorded,  since there is more than a
    50 percent chance this will expire unused.

    The  significant  temporary  differences  are  associated  with  bad  debts,
    deferred compensation and accrued vacation.

    All of the net operating losses carryforward of approximately $14,000,000 is
    subject  to  significant  recognition  limitations  due to the  merger  with
    Tomahawk.

7.  Closed and sold subsidiaries

    As of December 31, 1996 the following  subsidiaries have ceased  operations:
    KLH Engineering of Colorado Springs, KLH Engineering of Grand Junction,  KLH
    Engineering of Lakewood,  KLH Engineering of Greeley, KLH Engineering of San
    Mateo and KLH Engineers and Constructors.

    In April 1996,  the  Company  sold KLH  Engineering  of Pueblo to an outside
    party  for a  $40,000  note  receivable,  $33,433  in cash and  $166,567  in
    assumption of debt.  During 1998, an allowance of $20,000 was recorded,  due
    to the notes questionable collectibilty. During 1999, the balance of $20,000
    was written off due to uncollectibility.

    On June 30, 1999,  the Company sold all its shares to a third party for $550
    in the following  subsidiaries:  KLH  Engineering of Colorado  Springs,  KLH
    Engineering of Grand Junction,  KLH Engineering of Lakewood, KLH Engineering
    of Greeley,  KLH Engineering of San Mateo,  KLH Engineers and  Constructors,
    Morton  Technologies,  Inc.,  LBH  Engineering  Inc.,  Coffee  Engineering &
    Surveying Inc. and Scanlon & Associates,  Inc. The assets and liabilities of
    these   subsidiaries  are  not  included  in  the   consolidated   financial
    statements.


8.  Profit-sharing plan

    The Company has an employee savings and profit-sharing plan for all eligible
    employees  which includes an employees  savings plan  established  under the
    provisions  of  Internal   Revenue  Code  Section   401(k).   The  Company's
    contributions to the plan are at the Board of Director's discretion, but may
    not exceed the maximum  allowable  deduction  permitted  under the  Internal
    Revenue Code at the time of the  contribution.  No  contributions  were made
    under this plan in 1997 or 1998. The Company  distributed  100% of this plan
    during 1999.


9.  Other commitments and contingencies

    The Company's  subsidiaries are typically  subject to various claims arising
    in the  ordinary  course  of  business  which  usually  relate  to claims of
    professional negligence or contract breaches.

    The Company believes that all pending professional liability proceedings are
    adequately covered by insurance. However, due to the nature of the Company's
    business,  the Company has historically been able to procure insurance,  but
    there can be no assurance such insurance will be adequate or that it will be
    renewable or remain available in the future.

    In October 1993,  the U.S.  Securities and Exchange  Commission  (the "SEC")
    began a private "order of investigation"  of the Company.  In a letter dated
    February 14, 1996, the SEC's Central  Regional  Office ("CRO")  informed the
    Company  that it planned  to  recommend  to the SEC that a civil  injunctive
    action for violations of federal  securities laws,  alleged to have occurred
    during 1993, be brought  against two former  Presidents and Directors of the
    Company, Fred Boethling and Richard Kendall (the "Former  Management"),  and
    against the Company itself.  During the time frame of the violations alleged
    by the SEC, no members of the  current  management  of either  AmeriResource
    Group,  AmeriResource  Technologies,  Inc. or Tomahawk  were involved in any
    transactions  with  the  Company  or  the  Company's  securities,  or in the
    preparation  of any of the  Company's  disclosure  or  sales  material.  The
    Company was given the  opportunity to submit a written  statement to the SEC
    setting forth its positions and arguments  concerning the recommendations (a
    "Wells  Submission").  The Company  engaged  counsel  independent  of Former
    Management to prepare its Wells  Submission,  which was delivered to the SEC
    on April 21, 1995. On April 30, 1996, the Company submitted documents to the
    SEC with a request  to  finalize  the  settlement  of this  matter.  The SEC
    informed  the Company in October  1997 that no action will be taken  against
    the Company.

    In February 1996, Imperial Premium Financing filed an action in the Superior
    Court of the state of California for the County of Los Angeles.  This action
    is for premiums financed for errors and omissions coverage.  This matter has
    been  settled by allowing a  stipulated  judgement in the amount of $60,000.
    This obligation is recorded in the contingencies and commitments  section of
    the financial statements.

    On September 16, 1994, Tomahawk filed for protection pursuant to Title 11 of
    the U.S.  Codes  under  Chapter 11, in the  Western  District  of  Missouri,
    Western Division.  A plan of  reorganization  was filed on or about March 9,
    1996 and an Amended  Plan of  Reorganization  on April 29,  1996.  The court
    confirmed the amended plan on August 28, 1996.

9.  Other commitments and contingencies (continued)

    Tomahawk  filed suit against M.K.  Ferguson for work completed in Oak Ridge,
    Tennessee.  The claim  was  settled  in May 1997 for the sum of  $1,851,444.
    Tomahawk has agreed with its  subcontractors  to sharing a percentage of the
    delay  claim  only,  in exchange  for  releases  of money owed by  Tomahawk.
    Tomahawk  has agreed to settle with it's bonding  company  (USF&G) by paying
    $500,000 for a release of $2,300,000 of bond claims.  In addition,  Tomahawk
    has agreed to pay  Industrial  State Bank the sum of $336,000 for release of
    the  Bank's  claim  on the  settlement  money.  Tomahawk  will  also pay the
    Internal Revenue Service $22,000 for a release of all liens.

    In July  1996,  a  judgement  was  entered in favor of  Lexington  Insurance
    Company in the amount of $39,774 with interest  (8%). In December  1997, the
    court  entered an order  ordering the Company to appear for a hearing in aid
    of  execution.  A  hearing  date is to be  determined.  This  obligation  is
    recorded as a contingency and commitment.

    Tomahawk was named  co-defendant in a lawsuit brought by private  plaintiffs
    for  damages  allegedly  sustained  as a  result  of  construction  activity
    performed  on a sewer  project in Johnson  County,  Kansas.  An  unspecified
    amount of damages was sought.  The court dismissed the action,  and there is
    no  ultimate  liability  to the  Company  since the  recovery  is limited to
    insurance proceeds.

    On April  26,  1996,  Dyer  Brothers  Construction  Company  filed an action
    against  the  Company's  Lakewood  subsidiary  and the  subsidiary's  former
    President,  alleging negligence in the design of roadways. The roadways were
    initially  approved by the county and the Company  believes  its exposure is
    minimal. The Company is represented by outside counsel in the lawsuit and an
    answer has been filed.

    In October  1996,  the Internal  Revenue  Service  (IRS) placed liens on the
    assets of all of the  Company's  Colorado and  California  subsidiaries  for
    failure to pay payroll taxes in 1996.  The Company is several  months behind
    in payment and is attempting to resolve this matter.  The total of the liens
    is  approximately  $480,000.  The Company also faces potential action by the
    State of Colorado.

    In February 1996,  American Factors Group,  L.L.C.  (American Factors) filed
    suit against the Company and certain subsidiaries for breach of contract and
    fraud in the extension of credit in a factoring agreement. An arbitrator was
    appointed  and a hearing  was held in July 1998.  An award of  $422,066  was
    issued in favor of American  Factors.  The counsel for American  Factors has
    indicated  that  they  will  proceed  against  the  Company  and  the  other
    defendants  based on  alleged  fraud.  Settlement  discussions  between  the
    Company and American Factors are currently taking place. This is recorded in
    the notes payable section of the financial statements.

9.  Other commitments and contingencies (continued)

    In September 1996,  John Larry Adams,  the Company's  former  Executive Vice
    President,  filed suit  against the Company for  unreimbursed  expenses.  In
    September  1996,  the Company  settled  this matter by allowing a stipulated
    judgement to be entered for $80,652 plus interest.  In January,  1998,  this
    matter was settled by Delmar Janovec contributing  2,000,000 shares of stock
    to Mr. Adams.

    The Company has  defaulted  upon  interest and  principal  with respect to a
    promissory  note in  favor  of the  Olivia  I.  Dodge  Charitable  Remainder
    Unitrust  (the  "Dodge  Trust")  which  became  due to  December  31,  1995.
    According to the Dodge Trust's attorney,  the total due (including interest)
    as of May 1, 1996 is  $169,761.  This note was settled  during 1998 when the
    Company issued the Dodge Trust 1,959,281 shares of common stock.

    Anderson &  Associates,  Inc.  (AAI)  obtained a judgment  against  Tomahawk
    construction  in  Harris  County,  Texas in the  amount  of  $3,337.  AAI is
    actively  continuing their collection efforts for this note. This obligation
    is reflected in the accounts payable section of the financial statements.

    On July 30,1996, Youngblood Enterprises,Inc. obtained a judgment against KLH
    Engineering  Group,  Inc. in the State of Colorado.  Thereafter,  Youngblood
    Enterprises,  Inc. assigned the judgement to Billie Youngblood.  On April 8,
    1998,  Billie  Youngblood  registered this judgment in the District Court in
    Johnson  County,  Kansas.  As of the date of this letter,  the judgement has
    been satisfied and the judgment will be dismissed in the near future.

    The Company has  defaulted  upon  interest and  principal  with respect to a
    $40,819 note in favor of the Roy Lee Johnston Trust (the "Johnston  Trust").
    The  Johnston  Trust  has  received  a  judgement  in its favor but has been
    unsuccessful  in their attempts to collect.  This obligation is reflected in
    the notes payable section of the financial statements.

    In January 1997, the Carpenters District Council of Kansas City Pension Fund
    and certain other plaintiffs  (collectively,  the "Carpenters Fund") filed a
    complaint in the United States  District  Court for the Western  District of
    Missouri against Tomahawk seeking payment of unpaid pension fund and welfare
    fund benefits and an accounting of the benefits that were to have been paid.
    Based upon the claims  asserted by the Carpenters Fund against United States
    Fidelity  &  Guaranty  Company,   the  amount  of  the  unpaid  benefits  is
    approximately  $4,200.  It appears a settlement may occur in the near future
    which will result in no liability to the Company, therefore no liability has
    been recorded in the financial statements.

9.  Other commitments and contingencies (continued)

    In January 1997, the Construction Industry Laborers Pension Fund and certain
    other plaintiffs  (collectively,  the "Construction Fund") filed a complaint
    in the United  States  District  Court for the Western  District of Missouri
    against  Tomahawk  seeking  payment of unpaid  pension  fund,  welfare  fund
    benefits,  vacation fund and training fund benefits and an accounting of the
    benefits that were to have been paid.  Based upon the claims asserted by the
    Construction  Fund against United States  Fidelity & Guaranty  Company,  the
    amount  of the  unpaid  benefits  is  approximately  $41,000.  It  appears a
    settlement may occur in the near future which will result in no liability to
    the  Company,  therefore  no liability  has been  recorded in the  financial
    statements.

    In January  1997,  the Kansas City Cement  Masons  Pension  Fund and certain
    other plaintiffs (collectively,  the "Cement Fund") filed a complaint in the
    United States  District Court for the Western  District of Missouri  against
    Tomahawk  seeking  payment of unpaid  pension fund,  welfare fund  benefits,
    vacation  fund and training  fund benefits and an accounting of the benefits
    that were to have been paid.  Based upon the claims  asserted  by the Cement
    Fund against United States  Fidelity & Guaranty  Company,  the amount of the
    unpaid benefits is approximately  $7,700.  It appears a settlement may occur
    in the near  future  which  will  result  in no  liability  to the  Company,
    therefore no liability has been recorded in the financial statements.

    In January  1997,  the  Mo-Kan  Teamsters  Pension  Fund and  certain  other
    plaintiffs  (collectively,  the  "Teamsters  Fund") filed a complaint in the
    United States  District Court for the Western  District of Missouri  against
    Tomahawk  seeking  payment of unpaid  pension fund,  welfare fund  benefits,
    vacation  fund and training  fund benefits and an accounting of the benefits
    that were to have been paid. Based upon the claims asserted by the Teamsters
    Fund against United States  Fidelity & Guaranty  Company,  the amount of the
    unpaid benefits is approximately  $4,200.  It appears a settlement may occur
    in the near  future  which  will  result  in no  liability  to the  Company,
    therefore no liability has been recorded in the financial statements.

    In July  1997,  Naylor  commenced  an action  against  Tomahawk  based  upon
    injuries  suffered  while  in the  employment  of a  subcontractor  employed
    byTomahawk.  The damaged  alleged to be suffered by Naylor are greater  than
    $43,500.  At this time, Tomahawk does not contemplate that there will be any
    ultimate  liability  on its  part as any  claim  should  be  covered  by its
    insurance  coverage,  therefore  no  liability  has  been  recorded  in  the
    financial statements.

    In December 1997, Morthole & Zeppetello  (Morthole) commenced action against
    the  Company  based upon an alleged  failure of the Company to pay under the
    terms of a  promissory  note,  dated  May 3,  1996.  The case was  dismissed
    pursuant  to a  settlement  agreement  reached by the  parties.  The Company
    defaulted on the  settlement  agreement  and a judgement was then entered in
    the amount of $8,500 plus interest of 10% per annum from May 3, 1996 forward
    and attorney's fees of $1,275.  The judgment remains  pending,  therefore no
    liability has been recorded in the financial statements.

9.  Other commitments and contingencies (continued)

    In January  1998,  OCI,  Inc.  commenced  an action  against the Company for
    certain temporary  services provided for the Company.  The amount alleged to
    be owed is $2,436 plus  interest.  On December 14,  1998,  a settlement  was
    reached  between the  parties  and the Company  will pay the sum of $100 per
    month  until the  principal  amount has been paid.  This is  recorded in the
    accounts payable section of the financial statements.

    In August 1998, the City of Greenwood Village (the "City"), Colorado filed a
    third party complaint against a subsidiary, KLH Engineering of Lakewood. The
    City alleges that the Company negligently performed inspection services with
    respect to a drainage system constructed in the City by the developer,  KTC.
    Presently,  the parties are in discussions  with respect to filing a default
    judgment  against the Company  that will ensure no claim is made against the
    Company.

    The Company's subsidiary,  KLH Engineers & Constructors,  Inc. has defaulted
    on a promissory  note to Thomas Little,  a former officer of the subsidiary.
    The note became due on  November  14,  1996.  The  principal  amount owed is
    $17,500 with 10% interest  accruing  from the date of the note,  October 29,
    1990.  This  obligation  is  reflected in the notes  payable  section of the
    financial statements.

    In November,  1998,  an action was filed against the Company in the District
    Court of Johnson  County,  Kansas.  The  plaintiff,  Industrial  State Bank,
    claims  it is owed for  non-payment  of a line of  credit  in the  amount of
    $1,071,000  which  matured in August of 1998.  The  Company  filed a counter
    action against  Industrial  State Bank for  misappropriations  of funds. The
    parties  settled this lawsuit during 1999, when a gain on settlement of debt
    was recorded in financial statements.

    An action was filed against a subsidiary,  KLH  Engineering of San Mateo, by
    Lincoln  Property  Company,  N.C.  This  action  alleged  that  the  Company
    negligently provided  construction  services.  In March of 1999, this action
    was dismissed.

    The convertible  debentures  issued in the acquisition of Travel Agent's are
    guaranteed   by  Lexington   Sales   Corporation,   Ltd   (Lexington).   The
    consideration  given to Lexington in this transaction  consists of Lexington
    receiving 10% of the gross  proceeds (if and) when the Company either merges
    or is sold to another party and 20,000,000 shares of the Company's stock.

10. Marketable securities

    At March 31, 2000 marketable  equity securities are stated at their lower of
    aggregate  cost or market  value.  The  Company  has  marketable  securities
    available  for sale.  No other  investments  in trading or  held-to-maturity
    marketable securities exist as of March 31, 2000.

                                                                      1999
                                                               -----------------

                                                               -----------------
                    Marketable securities available for sale:
                                                               -----------------

                                                               -----------------
                  6,900,500 shares of restricted common stock,
                                                               -----------------
                  Kelly's Coffee Group, Inc.                         $  324,368
                                                               -----------------

                                                               -----------------
                    125,526 shares of restricted common stock,
                                                               -----------------
               Oasis Hotels and Casino International (formerly
                                        Flexweight Corporation)          57,893
                                                               -----------------

                                                               -----------------
                                   Total marketable securities       $  257,893
                                                               -----------------

                                                               -----------------


11. Going concern uncertainty

    The accompanying  financial statements have been prepared in conformity with
    principles of accounting  applicable to a going concern,  which contemplates
    the  realization of assets and the  liquidation of liabilities in the normal
    course of business.  The Company has incurred  continuing losses and has not
    yet generated  sufficient  working  capital to support its  operations.  The
    Company's  ability to continue as a going concern is dependent,  among other
    things,  on its ability to reduce  certain  costs,  obtain new contracts and
    additional  financing  and  eventually,  attaining  a  profitable  level  of
    operations.

    It is  management's  opinion that the going  concern  basis of reporting its
    financial  condition and results of operations is  appropriate at this time.
    The Company plans to increase  cash flows and take steps  towards  achieving
    profitable   operations   through  the  sale  or  closure  of   unprofitable
    operations,  and  through  the  merger  with or  acquisition  of  profitable
    operations.


12. Bankruptcy proceedings of subsidiary

    On September 16, 1994, Tomahawk filed for protection pursuant to Title 11 of
    the U.S.  Code under  Chapter 11, in the Western  District of  Missouri.  On
    August  28,  1995  the  court  confirmed  the  Company's   amended  plan  of
    reorganization.  The  plan  provides  for  payment  of  claims  through  the
    continued  operations of the Company,  and contingent upon the collection of
    receivables  on completed  projects.  The Company has  reclassified  various
    payables  into long  term debt  relative  to these  claims in the  amount of
    $464,643.

<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following  discussion  and analysis  should be read in  conjunction
with the financial  statements  and notes thereto  appearing  elsewhere  herein.
Except for historical  information  contained herein,  certain statements herein
are  forward_looking  statements  that are  made  pursuant  to the  safe  harbor
provisions of the private securities litigation reform act of 1995.

         Forward-looking statements involve estimates of the Company's financial
position,   business   strategy  and  other  plans  and  objectives  for  future
operations.   Although  the  Company   believes  that  these   expectations  are
reasonable,  there can be no assurance that the actual  results or  developments
anticipated by the Company will be realized or, even if substantially  realized,
that they will have the expected effects on its business or operations.

General

         As the  AmeriResource  Technologies,  Inc. (the "Company") sold most of
its operating subsidiaries in 1999, it is attempting to acquire income producing
assets  which  are  hoped  to  generate  profits.   Accordingly,  the  Company's
operations  during the quarter ended March 31, 2000, have surrounded  merger and
acquisition negotiations.

         The Company is  attempting  to acquire  the assets of Magnolia  Manors,
Inc.  in  exchange  for cash and stock.  Magnolia  Manors and the  Company  have
executed an asset purchase agreement whereby the Company's subsidiary, Crestwood
Villas,  will acquire  Magnolia's  assets.  This  agreement is expected to close
after the Company is successful in prioritizing  Magnolia's  existing mortgages.
Magnolia owns and operates  approximately 21 assisted living facilities  located
in  Alabama.  The  Company is  acquiring  Magnolia  in its  attempt to enter the
Assisted Living Care market as well as the performing real estate industry.

         In April 2000, the Company's wholly owned subsidiary, Crestwood Villas,
Inc.,  made a formal offer to purchase a casino and hotel in  Mesquite,  Nevada.
Crestwood  Villas has also  executed a Letter of Intent to  purchase  all of the
outstanding shares of Nevstar Gaming & Entertainment These offers are subject to
the Company  securing the  $9,000,000  purchase price pursuant to debt financing
and the  execution of a definitive  purchase  agreement  for both the casino and
hotel and for Nevstar Gaming & Entertainment.

Results of Operations

         The Company  had no revenue or income for the  quarter  ended March 31,
2000,  as  compared to $42,498 for the first  quarter in 1999.  The  decrease is
attributable  to the sale of FAMC,  which had  generated  net service  income in
1999.

         As a result of the Company's lack of operations,  expenses were reduced
during the quarter  ended on March 31, 2000.  For the quarter ended on March 31,
2000,  no  operating  expenses  were  incurred  and general  and  administrative
expenses  were only  $96,073,  as  compared  to  operating  expenses of $348 and
general and administrative expenses of $573,743 for the same quarter in 1999.

         During the quarter ended on March 31, 2000, the Company realized a gain
on marketable  securities of $2,227,780,  which primarily allowed the Company to
realize net income of  $2,131,707  for the  quarter  ended  March 31,  2000,  as
compared to its $528,078 net loss for the quarter ended March 31, 1999.

Liquidity and Capital Resources

         As a result of its ownership of common stock in Kelly's  Coffee,  which
has recently  appreciated,  the Company's  liquidity improved greatly during the
quarter ended March 31, 2000. Total current assets as of the quarter ended March
31, 2000 were $2,205,852, as compared to $30,165 during the same period in 1999.
The Company's current liabilities remained the same from the quarter ended March
31, 1999 to the quarter ended March 31, 2000, at $2,587,453.

         The Company's net  stockholders'  equity  decreased from $5,586,047 for
the quarter ended March 31, 1999 to  $3,454,340  for the quarter ended March 31,
2000.  The  Company's  deficit was reduced  primarily as a result of the gain on
marketable securities.


<PAGE>




                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, as amended, the Registrant has duly caused this Quarterly Report on
Form  10-QSB to be  executed  on its behalf by the  undersigned,  hereunto  duly
authorized.

AMERIRESOURCE TECHNOLOGIES, INC.


/s/ Delmar Janovec

Delmar Janovec
Chairman of the Board of Directors
and Chief Executive Officer


<PAGE>



                                INDEX TO EXHIBITS

         Exhibits  marked with an asterisk have been filed  previously  with the
Commission and are incorporated herein by reference.

EXHIBIT  PAGE

NO.               NO.               DESCRIPTION
---               ---               -----------

3.1               *                 Articles  of  Incorporation

3.2               *                 Bylaws.

27                31                Financial  Data  Schedule  for  the 3  month
                                    period ending March 31, 2000.