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, 2001.

[ ]   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.)


              4445 South Jones, Suite 2, Las Vegas, Nevada 89103
              --------------------------------------------------
             (Address of Principal Executive Offices) (Zip Code)

                                (702) 362-9284
                                --------------
               (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   X                 NO

      On May 11, 2001, the number of shares outstanding of the issuer's Common
Stock, $0.0001 par value (the only class of voting stock), was 768,154,312.



<PAGE>



                              Table of Contents



PART I - FINANCIAL INFORMATION...............................................1

      ITEM 1.     FINANCIAL STATEMENTS.......................................1

      ITEM 2.     MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF
                  OPERATION..................................................1

PART II - OTHER INFORMATION..................................................3

      ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K...........................3

INDEX TO EXHIBITS............................................................4




<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,
2001, 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-15 and are incorporated herein by this reference.


                                      1

<PAGE>



              AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                         Consolidated Balance Sheets


                                    ASSETS


                                                     March 31,     December 31,
                                                       2001            2000
                                                    (unaudited)     (audited)
                                                   -------------   ------------

Current assets:

    Cash and cash equivalents (Note 1)             $      13,447   $     24,007

    Notes receivable - related party (Note 3)              3,115             -

    Notes receivable - other (Note 3)                     34,287         30,000
    Marketable securities                                120,288        120,288
                                                   -------------   ------------



                 Total current assets                    171,137        174,295
                                                   -------------   ------------



Fixed Assets:

    Leasehold Improvements                                 6,230              -

    Accumulated depreciation                                (13)              -
                                                   -------------   ------------



                 Net Fixed Assets                          6,217              -
                                                   -------------   ------------



Other assets:

    Oil & Gas Property                                 1,700,000      1,700,000

    Investment in Prime Enterprises                      233,330              -
                                                   -------------   ------------



                Total other assets                     1,933,330      1,700,000
                                                   -------------   ------------



 Total assets                                      $   2,110,684   $  1,874,295
                                                   =============   ============






                                 (continued)


                                     F-1

<PAGE>



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

                    LIABILITIES AND STOCKHOLDERS' DEFICIT


                                                     March 31,      December 31,
                                                       2001              2000
                                                    (unaudited)        (audited)
                                                   -------------   -------------

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)     1,054,649         920,649
      Notes payable - current portion (Note 4)           705,643         745,643
      Accrued payroll and related expenses               331,431         331,431
      Accrued interest:
            Related party (Note 2)                       260,001         241,588
            Other                                        593,855         527,521
      Income Tax Payable                                  35,960          35,960
                                                   -------------    ------------

               Total current liabilities               3,328,356       3,149,569

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                       6,783,356       6,604,569
                                                   -------------   -------------

Stockholders' deficit (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,
        1,000,000,000 shares; issued and outstanding,
        761,153,093 and 685,870,093 shares                76,116          68,588
       Additional paid-in capital                     12,971,407      12,226,105
       Accumulated deficit                          (17,613,844)    (16,918,645)
       Accumulated other comprehensive loss            (106,651)       (106,651)
                                                   -------------   -------------
                 Total stockholders' deficit         (4,672,642)     (4,730,274)
                                                   -------------   -------------
Total liabilities and stockholders' deficit        $   2,110,684   $   1,874,295
                                                   =============   =============






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

                                     F-2

<PAGE>



              AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Consolidated Statement of Operations


                                             For the Three Months ended

                                            March 31,             March 31,
                                               2001                 2000
                                           (unaudited)           (unaudited)
                                        ------------------    -----------------




Net service income                      $                -     $             -

Operating expenses                                       -                   -
General and administrative expenses                140,777              96,073
Employee Bonuses                                   475,000                   -
                                        ------------------    -----------------
Operating loss                                   (615,777)             (96,073)
                                        ------------------    -----------------
Other income (expense):
     Loss on sale of subsidiaries                        -                   -
     Gain on extinguishment of debt                      -                   -
     Interest income                                 2,850                   -
     Interest expense                            (82,272)
     Gain on marketable securities                       -           2,227,780
                                        ------------------    -----------------
Total other income (expense)                      (79,422)           2,131,707
                                        ------------------    -----------------
Net income (loss) before income tax              (695,199)           2,131,707

Income tax provision (Note 7)                            -                   -
                                        ------------------    -----------------
Net income (loss)                       $        (695,199)    $      2,131,707
                                        ------------------    -----------------
Earnings per share                      $           (.001)                .003
                                        ------------------    -----------------
Weighted average common shares outstanding     761,153,093          493,417,515
                                        ==================    =================

















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


                                     F-3

<PAGE>


<TABLE>
<CAPTION>

              AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                    Consolidated Statements of Cash Flows


                                                                        For the Three Months ended
                                                                        --------------------------

                                                                          March 31,    March 31,
                                                                            2001        2000
                                                                         (unaudited)  (unaudited)
                                                                         ------------ -----------
                <S>                                                           <C>          <C>
Reconciliation of net loss provided by (used in)
operating activities:

Net income (loss) after extraordinary loss                                 (695,199)    2,131,707

Non-cash items:
     Depreciation                                                                13            -
     Non-cash services through issuance of stock                            519,500
     (Gain) on sale of marketable securities                                     -     (2,227,780)

Changes in assets affecting operations - (increase) decrease
    Other receivables                                                        (7,402)           -

Changes in liabilities affecting operations - increase (decrease)
    Accrued Interest                                                         84,747            -
                                                                       -------------   ------------
Net cash provided by (used in) operating activities                         (98,341)      (96,073)
                                                                       -------------   ------------
Cash flows from investing activities:
     Proceeds from sale of marketable securities                                 -      2,171,760
     Capital Expenditures                                                    (6,230)           -
                                                                       -------------   ------------
Net cash provided by (used in) investing activities                          (6,230)    2,171,760
                                                                       -------------   ------------
Cash flows from financing activities:
     Proceeds from borrowing                                                134,000            -
     Proceeds from the sale of common stock                                      -             -
     Repayment of debt                                                      (40,000)           -
                                                                       -------------    -----------
Net cash provided by (used in) financing activities                          94,000            -
                                                                       -------------    -----------

Increase (decrease) in cash                                                 (10,490)     2,175,687

Cash - beginning of period                                                   24,007            165
                                                                       -------------    -----------
Cash - end of period                                                         13,517      2,175,852
                                                                       =============    ===========

</TABLE>






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

                                     F-4

<PAGE>


                       AMERIRESOURCE TECHNOLOGIES, INC.
                        NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001


NOTE  1- BASIS OF PRESENTATION

      General
      The unaudited interim consolidated financial statements of the Company as
      of March 31, 2001 and for the three months ended March 31, 2001, included
      herein have been prepared in accordance with the instructions for Form
      10QSB under the Securities Exchange Act of 1934, as amended, and Article
      10 of Regulation S-X under the Securities Act of 1933, as amended. The
      December 31, 2000 consolidated balance sheet was derived from audited
      financial statements, but does not include all disclosures required by
      generally accepted accounting principles. Certain information and note
      disclosures normally included in financial statements prepared in
      accordance with generally accepted accounting principles have been
      condensed or omitted pursuant to such rules and regulations relating to
      interim consolidated financial statements.

      In the opinion of management, the accompanying unaudited interim
      consolidated financial statements reflect all adjustments, consisting only
      of normal recurring adjustments, necessary to present fairly the financial
      position of the Company at March 31, 2001, and the results of their
      operations for the three months ended March 31, 2001 and 2000, and their
      cash flows for the three months ended March 31, 2001 and 2000.

      The results of operations for such periods are not necessarily indicative
      of results expected for the full year or for any future period. These
      consolidated financial statements should be read in conjunction with the
      audited consolidated financial statements as of December 31, 2000, and for
      the two years then ended December 31, 2000 and 1999 and related notes
      included in the Company's Form 10-KSB filed with the Securities and
      Exchange Commission.

      Nature of Business
      AmeriResource Technologies, Inc., formerly known as KLH Engineering Group,
      Inc., a Delaware 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.

      The Company entered into a financing agreement in December 1999 with Jay
      Dello & Associates, Ltd. (Jay Dello) for the purpose of providing
      financing for merger and acquisitions of targeted companies. The financing
      agreement was terminated on or about June 18, 2000 due to non-
      performance.

      On July 19, 2000 the Company acquired all of the outstanding stock in West
      Texas Real Estate and Resources', Inc. (West Texas) for a convertible note
      payable in the amount of $1,700,000. West Texas owns the rights to certain
      leased oil rights that has a value exceeding $10,000,000 which has been
      reflected in a certified audit report issued to West Texas for the leased
      oil rights.

      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:


                                     F-5

<PAGE>


                       AMERIRESOURCE TECHNOLOGIES, INC.
                        NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001


                 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 Agents Hotel
      Guide, Inc. in a stock purchase agreement.  The Company received all the
      outstanding shares of The Travel Agents Hotel Guide, Inc. (a wholly owned
      subsidiary of Gold Coast Resources, Inc.) in exchange for a convertible
      debenture in the amount of $3,350,000. A continuing condition to the
      Company's acquisition of TAHG was TAHG's net value exceeding $3,000,000.
      Because TAHG's liabilities exceed its assets, TAHG has a negative net
      value.  The Company therefore believes its payment obligations under the
      debenture are not enforceable, and the Company intends to amicably resolve
      this situation while vigorously contesting any payment demands made
      pursuant to the debenture.

      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.

      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 merger with or acquisition of
      profitable operations.


                                     F-6

<PAGE>


                       AMERIRESOURCE TECHNOLOGIES, INC.
                        NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001


      Principles of consolidation

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

1.    Summary of significant accounting policies

      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.

      Escrow funds

      The escrow fund was established solely for the proceeds of securities sold
      by the Company. Upon termination of the financing agreement with Jay
      Dello, approximately $400,000 was removed from this account by Jay Dello,
      JD Guidace, Jerald Delguidice and his associates without the authorization
      of either Delmar A. Janovec or the Company. The Company wrote off the
      $400,000 in 2000 and filed a complaint with the Federal Bureau of
      Investigation in February 2001 regarding this matter.

      Oil and gas properties

      The oil and gas properties consist of the rights to certain leased oil
      rights that has a value exceeding $10,000,000. These assets have been
      written down to $1,700,000, the value of the note receivable recorded
      related to this asset.

      Property, Plant and Equipment

      The Company's fixed assets are presented at cost. The Company uses the
      straight line method for depreciation.

      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.




                                     F-7

<PAGE>


                       AMERIRESOURCE TECHNOLOGIES, INC.
                        NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001


1.    Summary of significant accounting policies (continued)
      ------------------------------------------------------

      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, 2000 and 1999, 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.

      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, 2001, the Company had notes payable balances and related accrued
interest to an officer (Note 4).

At March 31, 2001, the Company had notes receivable from Prime Enterprises 2001
(Prime) (Note 4).  The Company has a minority interest in Prime.






                                     F-8

<PAGE>


                       AMERIRESOURCE TECHNOLOGIES, INC.
                        NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001


3.  Notes receivable

    The Company had the following notes receivable:

    Note receivable from First Americans Mortgage Corporation,
    bearing interest at the prime rate, principal and interest
    payments due December 31, starting December 31, 2000
    through December 31, 2004.                                      $   24,000

    Note receivable from Nevada Star, bearing interest at the prime
    rate, principal and interest payments due                            7,172
                                                                    ----------
    Total Notes Receivable                                              31,172
                                                                    ==========

    Notes receivable - Related Party

    Note receivable from Prime Enterprises, bearing interest at the prime
    rate, principal and interest payments due on demand.                 3,115
                                                                    ----------
    Total Notes Receivable - Related Party                          $    3,115
                                                                    ==========


4.  Notes payable

    The Company had the following notes payable:

Related Party:

    Note payable to an officer, unsecured.  Note bears
      interest at 8% and are due on demand.                          1,054,649
                                                                    ----------
    Total notes payable - related parties                            1,054,649

    Less current portion                                            (1,054,649)
                                                                    -----------
    Long-term portion                                               $       -
                                                                    ===========













                                     F-9

<PAGE>


                       AMERIRESOURCE TECHNOLOGIES, INC.
                        NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001


4.    Notes payable (continued)

      Others:

         Note dated August 31, 1998, payable to American Factors,
         secured by 30,000,000 shares of the Company's common stock.
         The note bears interest at 9% and has monthly payments of
         $40,000.                                                      239,000

         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
                                                                     ----------
              Total notes payable                                      703,643

              Less current portion                                    (703,643)
                                                                     ----------
              Long-term portion                                      $      -
                                                                     ==========

     Maturities of notes payable at March 31, 2001, are as follows:

               2000              $   1,758,292
               2001                         -
               2002                         -
               2003                         -
               Thereafter                   -
                                 --------------
                                 $   1,758,292

5.  Stockholders' equity

     Common stock

     The Company increased its authorized shares from 500,000,000 to
     1,000,000,000 during 1999. During the first quarter of 2001, the Company
     issued the following shares of common stock:

     1.  4,450,000 shares of common stock were issued for consulting services
         valued at $44,500.  These shares were valued at $.01 per share.

     2.  47,500,000 shares of common stock were issued for bonuses valued at
         $475,000. These shares were valued at $.01 per share.

     3.  23,333,000 shares of restricted common stock to pledge as collateral a
         note payable on behalf of Prime Enterprises. Pursuant to the loan
         agreement, the stock will be returned to the Company when the loan is
         repaid in full.

                                     F-10

<PAGE>


                       AMERIRESOURCE TECHNOLOGIES, INC.
                        NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001


            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.

            Stock Options

            During the first quarter of 2001, 1,000,000 shares of common stock
            were issued due to the exercise of options.

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 loss carryforward of approximately
            $14,000,000 is subject to significant recognition limitations due to
            the merger with Tomahawk.

7.       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.




                                     F-11

<PAGE>


                       AMERIRESOURCE TECHNOLOGIES, INC.
                        NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001


7.       Other commitments and contingencies (continued)

            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 February 1996, Imperial Premium Finance 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.

            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.

            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 $255,000. A
            payment plan has been established with a director of the Company.

            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 Company agreed to a settlement and payment plan which
            has been reflected in the notes payable section of the financial
            statements.

            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.





                                     F-12

<PAGE>


                       AMERIRESOURCE TECHNOLOGIES, INC.
                        NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001


7.    Other commitments and contingencies (continued)

            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 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.

            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.

            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 are currently discussing a
            settlement. This obligation is reflected in the notes payable
            section of the financial statements.

            The convertible debentures issued in the acquisition of Gold Coast
            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.

     8.    Marketable securities

            At December 31, 2000 marketable equity securities are stated at
            their lower of aggregate cost or market value. No unrealized or
            realized holding gains occurred during the fiscal year ended
            December 31, 2000. The Company has marketable securities available
            for sale. No other investments in trading or held-to-maturity
            marketable securities exist as of March 31, 2001.


                                     F-13

<PAGE>


                       AMERIRESOURCE TECHNOLOGIES, INC.
                        NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001



                                                      March 31, 2001
                                                      ---------------

      Marketable securities available for sale:

5,549,950 shares of restricted common stock,
Kelly's Coffee Group, Inc.                            $     110,241

239,326 shares of restricted common stock,
Oasis Hotels and Casino International (formerly
Flexweight Corporation)                                       3,590
                                                      --------------
Total marketable securities                           $     120,288
                                                      ==============


      9.  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.

    10.  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.



                                     F-14

<PAGE>


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

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 our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may," "will,"
"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, the Company cannot guarantee future
results, levels of activity, performance or achievements. Moreover, the Company
does not assume responsibility for the accuracy and completeness of such
statements. The Company is under no duty to update any of the forward-looking
statements after the date of this report to conform such statements to actual
results.

GENERAL

      The Company's operations for the first quarter of 2001 and throughout 2000
consisted of estimating costs and attempting to secure financing for conceptual
projects in the hospitality industry. The projects have not been realized due to
the lack of funding commitments.

      The Company pursued and is still pursuing financing for the NevStar Gaming
and Entertainment transaction and to date still has not procured financing. The
Company entered into several letters of intent to either acquire or merge the
Company into an operating private company with revenues and assets. The Company
is still aggressively pursuing these transactions.

      Management is currently planning to explore opportunities to combine
Tomahawk with a more profitable company through merger or acquisition. The
Company continues to search for a construction company that is interested in
being acquired. Such an acquisition would help fulfill the Company's long-term
plan of becoming a full service housing resource that provides construction and
mortgage services to Native American communities across the United States.

      As a result of its efforts to generate income, the Company has acquired
three significant assets. The first asset is an oil and gas property which was
acquired on July 13, 2000 and consists of certain leased oil rights with an
estimated value exceeding $10,000,000, which have been written down to
$1,700,000, which is the value of the note receivable recorded related to this
asset. The second asset, which as of March 31, 2001 is valued at $233,330, is a
minority interest in Prime Enterprises, a company which specializes in the
restaurant industry. This minority interest was acquired during the first
quarter of 2001,when the Company pledged 23,333,000 shares of restricted common
stock as collateral for a note payable on behalf of Prime Enterprises. These
shares will be returned upon payment of the note. The third asset is marketable
securities which are valued at $120,288 as of March 31, 2001.









                                      2

<PAGE>



Results of Operations

      The Company had no revenue or income for the quarter ended March 31, 2001
and no revenue for the first quarter in 2000. Our operating loss increased to
$615,777 as of March 31, 2001 as compared to $96,073 at the end of the first
quarter in 2000. The increase in the Company's operating loss is attributable to
employee bonuses in the amount of $475,000 and general and administrative
expenses which increased from $96,073 at the end of the first quarter in 2000 to
$140,777 as of March 31, 2001.

      The Company's total assets as of March 31, 2001 increased to $2,110,684 as
compared to $1,874,295 on December 31, 2000, while the current assets as of
March 31, 2001, decreased to $171,137 compared to $2,205,852 on March 31, 2000.
This decrease in current assets is due to a partial liquidation of the Company's
primary asset at that time, common stock in Kelly's Coffee Group, Inc, which has
also experienced a decrease in market value per share.

      As of March 31, 2001, the Company had a total stockholder's deficit of
$4,672,642 as compared to a deficit of $4,730,274 as of December 31, 2000. The
Company hopes to continue to improve its stockholder equity by acquiring
income-producing assets, which are hoped to generate profits.

Liquidity and Capital Resources

      The Company and its subsidiaries continue to have very restricted
liquidity. Unless and until the Company successfully acquires revenue producing
assets, it will continue to use its equity and the resources of its CEO, Delmar
Janovec, to finance its operations. However, no assurances can be provided that
the Company will be successful in acquiring assets, whether revenue-producing or
otherwise, or that Mr. Janovec will continue to assist in financing the
Company's operations.

                         PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A Form 8-K was filed on January 31, 2001, regarding the bonus compensation to
Delmar A. Janovec and Rod Clawson for their services in the amount of 30,500,000
and 17,000,000 shares of the Company's Common Stock as a bonus. Neither Janovec
nor Clawson had ever received a bonus from the Company for their services to it,
despite both having served the Company since at least 1994.

      The following exhibits are attached hereto.

3.1      *        Articles  of  Incorporation

3.2      *        Bylaws

                                      3

<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

Dated: May 15, 2001


                                      4

<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.




                                      5

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