UNITED STATES
                      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 September 30, 2003.

[ ] 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.)

            3450 E. Russell Road, Suite 116, Las Vegas, Nevada 89120
            ---------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (702) 214-4249
                                 ---------------
                (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 November 13, 2003, there were 243,921,645 outstanding shares of the
issuer's common stock, par value $0.0001.





<PAGE>


                                TABLE OF CONTENTS


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

      ITEM 1.  Financial Statements .......................................... 1

      ITEM 2.  Management's Discussion and Analysis of Financial Condition
               and Results of Operations ..................................... 2

      ITEM 3.  Controls and Procedures ....................................... 6

PART II-OTHER INFORMATION .................................................... 6

      ITEM 1.  Legal Proceedings ............................................. 6

      ITEM 2.  Changes in Securities ......................................... 7

      ITEM 6.  Exhibits and Reports on Form 8-K .............................. 7

SIGNATURES ................................................................... 7

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


<PAGE>


PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS



                                       1
<PAGE>
                        AMERIRESOURCE TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                    Unaudited


                                   A S S E T S
                                   ------------

                                                  September 30      December 31,
                                                      2003              2002
                                               ---------------    --------------

Current Assets:
---------------
   Cash and Cash Equivalents                   $            0            $9,583
   Account Receivable, Net                             32,239            45,666
   Notes receivable - other                            52,305            79,467
   Notes receivable                                         0            74,503
   Inventory                                           55,437           149,794
                                                --------------    --------------
        Total Current Assets                          139,981           359,013

Fixed Assets:
-------------
   Leasehold Improvements                               6,230             6,230
   Land                                                60,000            60,000
   Buildings and Other Fixed Assets                   173,053           173,053
   Website                                             11,826            11,400
   Accumulated Depreciation                           (22,478)          (20,166)
                                                --------------    --------------
        Net Fixed Assets                              228,631           230,517

Other Assets:
-------------
   Oil & Gas Property                               1,700,000         1,700,000
   Marketable securities                                  621               621
                                                --------------    --------------
        Total Other Assets                          1,700,621         1,700,621
                                                --------------    --------------
        Total Assets                               $2,069,233        $2,290,151
                                                ==============    ==============






 The accompanying notes are integral part of Consolidated Financial Statements.
                                        F-1






<PAGE>



                        AMERIRESOURCE TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                   Unaudited
        L I A B I L I T I E S and S T O C K H O L D E R S' D E F I C I T
        -----------------------------------------------------------------

                                                  September 30      December 31,
                                                      2003              2002
                                                  ------------      ------------
Current Liabilities
-------------------
   Accounts payable:
     Trade                                            $72,719           $71,465
   Cash Overdraft                                       5,455                 0
   Notes payable -related party                       697,466           758,007
   Notes payable -Other                               350,000           350,000
   Accrued payroll and related expenses                     0                 0
   Unearned Income                                     58,567            30,598
   Accrued interest:
     Related Party                                    376,633           360,583
     Other                                             29,692            29,692
Income Tax Payable                                          0                 0
                                                  ------------      ------------
     Total Current Liabilities                      1,590,532         1,600,345

Other Liabilities:
------------------
   Convertible debentures                                   0                 0
   Commitments and contingencies                      305,000           305,000
                                                  ------------      ------------
     Total Other Liabilities                          305,000           305,000
                                                  ------------      ------------
     Total Liabilities                             $1,895,532        $1,905,345
                                                  ------------      ------------
Stockholders' deficit
---------------------
   Preferred stock, $.001 par value;                      131               131
   authorized, 10,000,000 shares;
   Class A, issued and outstanding,
   131,275 shares

   Preferred stock, $.001 par value;                      177               177
   authorized, 10,000,000 shares;
   Class B, issued and outstanding,
   177,012 shares

   Preferred stock, $.001 par value;                    1,000             1,000
   authorized, 1,000,000 shares;
   Class C, issued and outstanding,
   1,000,000 shares

   Preferred stock, $.001 par value;                      250               250
   authorized, 750,000 shares;
   Class D, issued and outstanding,
   250,000

   Common Stock, $.001 par value;                      22,237             5,916
   1,000,000,000 authorized shares;
   issued and outstanding,
   222,365,869 and 59,164,194 shares

   Additional paid-in capital                      15,176,186        14,427,420
   Accumulated deficit                            (15,023,172)      (14,046,980)
   Accumulated other comprehensive loss                (3,108)           (3,108)
                                                 -------------     -------------
        Total Stockholders' Deficit                   173,701           384,806
                                                 -------------     -------------
        Total Liabilities and Stockholders' Equity  2,069,233         2,290,151
                                                 =============     =============


 The accompanying notes are integral part of Consolidated Financial Statements.
                                        F-2


<PAGE>
<TABLE>
<CAPTION>
          <S>                             <C>      <C>            <C>          <C>

                        AMERIRESOURCE TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                      Consolidated Statement of Operations
                                    Unaudited

                                      For the quarter ended    For the nine months ended
                                          September 30,             September 30,
                                     -----------------------   ----------------------
                                         2003        2002          2003        2002
                                     ----------- -----------   ----------  ----------

Net service income                    $   747,728 $   415,007   $1,617,173 $ 1,109,129

Cost of Goods Sold                        482,259     256,177    1,055,882     694,054
                                      ----------- -----------   ----------  ----------
   Gross Profit                           265,469     158,830      561,291     415,075

Operating expenses
------------------
   General and administrative expenses    166,153      32,088      374,360     523,148
   Consulting                             582,495     108,720    1,095,709     137,620
   Employee Salaries & Bonuses             68,321      38,238      178,525     111,086
                                       ----------- -----------   ----------  ----------
        Operating loss                   (551,500)    (20,216)   (1,087,303)  (356,779)

Other Income (Expense):
-----------------------
   Other Gains and Losses                       0           0      165,884           0
   Interest expense                        (1,431)    (39,863)     (54,773)   (109,727)
   Gain (loss) on marketable securities         0           0            0    (172,760)
                                       ----------- -----------   ----------  ----------

        Total other income (expense)       (1,431)    (39,863)      111,111   (282,487)

Net Income (loss) before income tax      (552,931)    (60,079)    (976,192)   (639,266)

Income Tax Provision                            0           0            0           0
                                       ----------- -----------   ----------  ----------
Net Income (loss)                        (552,931)    (60,079)    (976,192)   (639,266)
                                       =========== ===========   ==========  ==========
Earnings per share                          (0.00)      (0.00)       (0.01)      (0.04)
                                       =========== ===========   ==========  ==========
Weighted average common shares        174,367,359  32,463,194   152,961,025 17,390,353
outstanding                            =========== ===========   ==========  ==========


</TABLE>



 The accompanying notes are integral part of Consolidated Financial Statements.

                                      F-3

<PAGE>




                        AMERIRESOURCE TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                      Consolidated Statement of Cash Flows
                                    Unaudited
<TABLE>
<CAPTION>
                      <S>                                             <C>        <C>
                                                                 For the nine months ended
                                                                      September 30
                                                                  -----------------------
                                                                     2003        2002
                                                                  ----------  -----------

Reconciliation of net loss provided by (used in)
  operating activities:

    Net income (loss) after extraordinary loss                    $(976,192)  $ (639,266)

    Non-cash items:
      Depreciation                                                    2,312           39
      Non-cash services through issuance of stock                   665,087      114,270
      Gain/(Loss) on sale of marketable securities                        0      172,760

   Changes in assets affecting operations (increase)/decrease
     Inventory                                                       94,357       21,269
     Account Receivable                                              13,427        5,420
     Note Receivable                                                101,665       26,601
     Other receivables                                                    0            0

   Changes in liabilities affecting operations increase/(decrease)
     Accounts payable                                                 1,254      (27,704)
     Accrued payroll expenses                                             0      (99,965)
     Unearned income                                                 27,969       35,132
     Accrued interest                                                16,050            0
     Other current liabilities                                            0            0
                                                                  ----------  -----------

Net cash provided by (used in) operating activities                 (54,071)    (391,444)

Cash flows from investing activities:
   Purchase of Fixed Assets                                            (426)     (11,400)
   Reduction of Investment in Prime Enterprises                           0      233,330
   Proceeds from sale of marketable securities                            0        9,293
                                                                  ----------  -----------

Net cash provided by (used in) investing activities                    (426)     231,223

Cash flows from financing activities:
   Common Stock                                                      10,725       55,750
   Proceeds from borrowing                                           39,459      132,500
   Repayment of debt                                                      0      (61,777)
                                                                  ----------  -----------

Net cash provided by (used in) financing activities                  39,459      126,473
Increase (decrease) in cash                                       $ (15,038)  $  (33,748)
                                                                  ==========  ===========
Cash- beginning period                                           $    9,583   $   (9,464)
                                                                  ==========  ===========
Cash- end of period                                               $  (5,455)  $  (43,212)
                                                                  ==========  ===========

</TABLE>

The accompanying notes are integral part of Consolidated Financial Statements.

                                       F-4


<PAGE>



               AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)



NOTE 1 - DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES
----------------------------------------------------

AmeriResource Technologies, Inc., formerly known as KLH Engineering Group, Inc
(the Management Company), 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.

On September 30, 2001, the Company acquired all the outstanding stock of Jim
Butler Performance, Inc. (Jim Butler) in exchange for 100,000,000 shares of
common stock valued at $450,000. Jim Butler manufactures custom high end engines
for the racing industry specializing in Pontiac engines and distributes a line
of associated parts.

NOTE 2 - BASIS OF PRESENTATION
-------------------------------

The unaudited financial statements included herein have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10- QSB and Item 301(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine months ended September
30, 2003 and 2002 are not necessarily indicative of the results that may be
expected for the fiscal years ended December 31, 2003. For further information,
the statements should be read in conjunction with the financial statements and
notes thereto included in the Company's registration statement on Form 10-KSB.

Principles of consolidation

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


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.

Note 3  - ACQUISITIONS
-----------------------

On September 26, 2001, AmeriResource Technologies, Inc. (the "Company") executed
an acquisition agreement ("Acquisition Agreement") with Wasatch Business
Investors, Inc., a Utah corporation ("WBI") and Covah, LLC, a Utah limited
liability company ("Covah"). Pursuant to the Acquisition Agreement, WBI, as
agent for Covah, agreed to sell and transfer one hundred percent (100%) of Jim
Butler Performance, Inc., a Tennessee corporation ("JBP"), to the Company in
exchange for One Million (1,000,000) shares (the "Shares") of the Company's
common stock, par value $0.0001 ("Common Stock"), with Seven and Fifty Thousand
(750,000) Shares being issued to Covah and the remaining Two Hundred Five
Thousand (250,000) Shares being issued to WBI.

                                      F-5
<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)



Note 3  - ACQUISITIONS (CON'T)
------------------------------

The amount of Shares was determined by the closing trading price of the Common
Stock for September 25, 2001. Pursuant to a Stock Option Agreement ("Option
Agreement") executed by and between the Company and WBI on the same date, the
Company granted an option to WBI to purchase Five Hundred Thousand (500,000)
shares of Common Stock at an exercise price equal to the average closing trading
price of the Common Stock for thirty (30) days prior to the date of closing the
acquisition of JBP. The Company executed a promissory note ("Note") on the same
date to pay WBI Three Hundred Fifty Thousand dollars ($350,000) over a term of
one year with interest accruing at the annual rate of seven percent (7%). The
promissory note can be converted to stock upon mutual consent of both parties.

JBP was acquired by the Company on September 26, 2001 from Wasatch Business
Investors, Inc. ("WBI")and Covah, LLC ("Covah").The Company recently learned of
a lien in the amount of $550,000 thatwas apparently executed by interim
management of JBP in the few days between WBI's purchase of JBP from Jim
Butler,and WBI's sale of JBP to the Company. This apparently has resulted in a
lien being placed on JBP's assets. As the agreement between WBI, Covah and the
Company required all assets of JBP from WBI and Covah were to be free and clear
of any encumbrances, the Company is currently evaluating the validity, terms and
facts behind the existence of the lien, as well as any recourse it may have
against WBI and Covah. Therefore, the lien has been noted as a contingent
liability.

Additionally, since the Agreement between the Company, WBI and Covah for the
purchase of JBP provided that JBP's assets be free and clear of any liens and
encumbrances, the Company considers thepromissory note to WBI in the amount of
$350,000 to be invalid and unenforceable. Therefore, the promissorynotehas also
been noted as a contingent liability.

      The following table summarizes the estimated fair value of the assets of
      the assets acquired and liabilities assumed at the date of acquisition:

                Accounts Receivable           $   82,146
                Inventory                        316,306
                Building                         172,900
                Land                              60,000
                Goodwill                          15,223
                Accounts Payable              (  196,575)
                                              -----------

                Net Assets Acquired            $ 450,000
                                              ===========

      Of the $15,223 of acquired goodwill, all is being assigned to customer
      lists and name identification. The goodwill will be reviewed annually and
      amortized over an expected life of between 3 to 5 years.

NOTE 4 - STOCKHOLDERS' EQUITY
-----------------------------

Options

      As part of the acquisition of Jim Butler Inc., the Company issued 500,000
      options with an exercise price of 75% of the average closing price over
      the preceding 90 days. These options expire on September 25, 2004. The
      Company also issued 1,500,000 options with an exercise price of 75% of

                                      F-6
<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)


      the average closing price over the preceding 90 days. The options will be
      issued for every one million in gross sales added to the Company's gross
      revenue WBI would be granted thirty thousand in option shares. These
      options expire on September 25, 2004. To date, no options have been
      exercised.


Common stock

      In February of 2002, the Company approved a 100 for 1 reverse stock split.
      The shares are shown after the reverse stock split. During the third
      quarter of 2003, the Company issued the a total of 80,108,000 shares of
      common stock:

      55,469,000 shares of common stock were issued for consulting services
      valued at $249,611. These shares were valued at $.005 per share.

      10,750,000 shares of common stock were issued for legal services valued at
      $48,375. These shares were valued at $.005 per share.

      2,239,000 shares of common stock were issued for the extension of a note
      payable.

      10,000,000 shares of common stock were issued for a $100,000 reduction in
      the related party debt.

      1,650,000 shares of common stock were issued pursuant to an exercise of
      common stock options for a total of $10,750 or $.0065 per share.

Preferred stock

      The Company has currently designated 10,000,000 shares of their authorized
      preferred stock to Series A Convertible Preferred Stock and an additional
      10,000,000 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.

On February 22, 2002, the Company filed a "Certificate of Designation" with the
Secretary of State with the State of Delaware to designate 1,000,000 shares of
its Preferred Stock as "Series C Preferred Stock". Each share of the Series C
Stock shall be convertible into common stock of the Company based on the stated
value of the $2.00 divided by 50% of the average closing price of the Common
Stock on five business days preceding the date of conversion. Each share of the
outstanding Series C Preferred shall be redeemable by the Corporation at any
time at the redemption price. The redemption price shall equal $2.00 per share

                                      F-7
<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)


with interest of 8% per annum. The holders of the Series C shall be entitled to
receive $2.00 per share before the holders of common stock or any junior
securities receive any amount as a result of liquidation.

On February 22, 2002, the Company filed a "Certificate of Designation" with the
Secretary of State with the State of Delaware to designate 750,000 shares of its
Preferred Stock as "Series D Preferred Stock". Each share of the Series D Stock
shall be convertible into one share of common stock of the Company. Each share
of the outstanding Series D Preferred shall be redeemable by the Corporation at
any time at the redemption price. The redemption price shall equal $.001 per
share with interest of 8% per annum. The holders of the Series D shall be
entitled to receive $.001 per share before the holders of common stock or any
junior securities receive any amount as a result of liquidation.

Delmar Janovec, President & CEO, exchanged the interest owed to him on the
dividends in the approximate amount of $2,000,000 for the new class of Series C
Preferred Stock that was approved by the Board of Directors on January 31, 2002.

NOTE 5 - NOTES RECEIVABLE
-------------------------

    The Company had the following notes receivable:

        Notes receivable from Nevstar, bearing interest at 8%,          16,650
        due on demand.
        Other                                                           17,655
        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 31, 2004.                    18,000
                                                                    ------------

        Total Notes Receivable - Other                                  52,305

        Less current portion                                           (52,305)
                                                                    ------------
        Total Notes Receivable                                      $        -
                                                                    ============

NOTE 6- NOTE PAYABLE
--------------------

      The Company had the following notes payable:


      Related Party:



                Note payable to David Butler, unsecured,                94,500
                bears interest at 8% and is due on demand
                Note payable to an officer, unsecured.  Note
                bears interest at 8% and are due on demand.            602,966
                                                                    ------------
                      Total notes payable - related parties            697,466

                      Less current portion                            (697,466)
                                                                    ------------
                Long-term portion                                   $       -
                                                                    ============


                                      F-8
<PAGE>

                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)




NOTE 6- NOTE PAYABLE
--------------------

Others:


                Note dated August 2, 2000, payable to
                American Factors, secured by 300,000
                shares of the Company's common stock.
                The note bears interest at 15%.                    350,000

                   Total notes payable                             350,000

                   Less current portion                           (350,000)
                                                                ----------------
                   Long-term portion                            $        -
                                                                ================

            Maturities of notes payable at September 30, 2003, are as follows:

            2003                                            $ 952,966
            2004                                                   --
            2005                                                   --
            Thereafter                                             --
                                                            -------------
                                                            $ 952,966

NOTE 7 - 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.

NOTE 8 - COMMITMENTS AND CONTINGENCIES
---------------------------------------

The Company, from time to time, may be subject to legal proceedings and claims
that arise in the ordinary course of its business.The Company is currently
covered adequately for workmen's compensation, auto and property casualty
insurance meeting the standard limits that are customary in the industry.

                                      F-9
<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)

However, the Company has not been able to secure general liability insurance at
this time and is continuing to look for coverage and believes coverage will be
provided. Jim Butler provides for its own coverage under a separate carrier and
policy which meets the standard limits that are required. Although the Company
does not presently has a general liability policy in effect, there are no
operations performed by the Company that presently requires such insurance.

JBP was acquired by the Company on September 26, 2001 from Wasatch Business
Investors, Inc. ("WBI")and Covah, LLC ("Covah").The Company recently learned of
a lien in the amount of $550,000 that was apparently executed by interim
management of JBP in the few days between WBI's purchase of JBP from Jim Butler,
and WBI's sale of JBP to the Company. This apparently has resulted in a lien
being placed on JBP's assets. As the agreement between WBI, Covah and the
Company required all assets of JBP from WBI and Covah were to be free and clear
of any encumbrances, the Company is currently evaluating the validity, terms and
facts behind the existence of the lien, as well as any recourse it may have
against WBI and Covah. Therefore, the lien has been noted as a contingent
liability.

Additionally, since the Agreement between the Company, WBI and Covah for the
purchase of JBP provided that JBP's assets be free and clear of any liens and
encumbrances, the Company considers the promissory note to WBI in the amount of
$350,000 to be invalid and unenforceable. Therefore, the promissory note has
also been noted as a contingent liability.

Although there are some contingencies that exist with the Company and its
subsidiaries, there are no new contingencies that have occurred since the last
year-end.

                                      F-10


<PAGE>


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

Forward-Looking Information

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

      Although the Company believes that the expectations reflected in the
forward-looking statements are reasonable, it cannot guarantee future results,
levels of activity, performance, or achievements. Although all such
forward-looking statements are accurate and complete as of this filing, the
Company cannot predict whether the statements will ultimately be accurate and
consequently do not assume responsibility for the ultimate accuracy and
completeness of such forward-looking 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 third quarter of 2003 were conducted
through its wholly owned subsidiaries Jim Butler Performance ("JBP") and West
Texas Real Estate & Resources, Inc. ("WTRER"). The Company continues to seek
viable business entities that are compatible to the Company's overall strategic
plan and are interested in going public or becoming an operating subsidiary of a
public company.

JIM BUTLER PERFORMANCE

      JBP's operations in the third quarter concentrated on its core business of
manufacturing high end racing engines and the research for the development of
potential new product lines as well as expanding the functionality of its
existing website, www.jbp-pontiac.com, which is still under minor construction.
The Company is currently exploring other areas of the United States to expand
JBP's distribution operations in an effort to increase revenues and reduce
costs. There is no guarantee the Company will be able to locate another
distribution area and expand JBP's operations.

WEST TEXAS REAL ESTATE AND RESOURCES, INC.

      WTRER's business operations in the third quarter consisted primarily of
analyzing the viability of drilling additional wells, deepening the existing


                                       2
<PAGE>


wells on its oil, gas and mineral lease in Pecos County, Texas and preliminary
discussions with a potential joint-venture partner in the oil and gas industry
to develop the existing wells bringing them to full production.

449 AND WDHQ CORPORATIONS

      On September 17, 2003, the Company executed a stock for stock exchange
agreement ("Agreement") with Donald Herborn ("Herborn"), a 40% owner of two
operating franchises of EagleRider, Inc., specifically 449 Corporation ("449")
and WDHQ Corporation ("WDHQ"). 449 and WDHQ are engaged in the business of
providing rentals of Harley Davidson motorcycles and recreational equipment.
Pursuant to the Agreement, the Company agreed to issue Three Million (3,000,000)
restricted shares ("Shares") of its common stock equal to a value of $150,000 at
a stipulated value of $0.05 to Herborn and/or his assignees in exchange for
Herborn's 40% equity in 449 and WDHQ. The Company further agreed to guarantee
seventy-five percent (75%) of the $150,000 stipulated value, for a guaranteed
total value of $112,500, or $0.0375 per Share ("Guaranteed Value"), for a period
of one year from the date of closing, which shall be based on a 60 day moving
average immediately preceding the anniversary of Closing. If the 60 day moving
average is less than the Guaranteed Value, additional shares of common stock
will be issued based on the 60 day moving average sufficient to equal the
Guaranteed Value, but in no event shall the Company be required to issue more
than an additional Seven Million (7,000,000) shares to Herborn for a maximum
total of Ten Million (10,000,000) shares of restricted common stock. Pursuant to
the Agreement, the Company is also required to pay corporate debts of 449 and
WDHQ totaling no more than $60,000 to various vendors.

      Also on September 17, 2003, the Company executed a Letter of Intent with
Don and Charlene Swedo ("Swedos"), owners of the remaining fifty-eight percent
(58%) of 449 and sixty percent (60%) of WDHQ, setting forth in principle the
terms by which the Swedos will sell their ownership interests in 449 and WDHQ to
the Company through a stock for stock exchange similar to Herborn's Agreement.
Additionally, pursuant to the Letter of Intent, the Company will provide an
additional $340,000 for the purpose of eliminating debt of 449 & WDHQ and
funding the expansion of one rental location.

SAGO NETWORKS

      On July 31, 2003 the Company executed a Memorandum of Understanding and
Fee Agreement with SAGO Networks ("SAGO") to develop a working business
relationship whereby the Company would introduce SAGO to various business
sectors in the hospitality industry, regarding SAGO's information technology
services in exchange for ten percent (10%) of the service portion of any
contract awarded to SAGO as a result of the Company's efforts. The Company is
currently working in conjunction with SAGO to develop a specific marketing and
sales program that will be utilized to market hotel and casino markets and large
condominium complexes.



                                       3
<PAGE>


MONTEL TECHNOLOGIES, MONTEL HOLDING GROUP, INC. AND MONTEL MANAGEMENT
CORPORATION

      On May 9, 2003, the Company executed a Letter of Intent with Ray
Montelongo, Marty Hubbard, Montel Technologies, Montel Holding Group, Inc., and
Montel Management Corporation pursuant to which it agreed to a stock for stock
exchange of an unspecified amount of its common stock at a stipulated stock
price to be determined in the definitive agreement in exchange for eighty
percent (80%) of Montel Holding Group, Inc. and Montel Management Corporation.
The Letter of Intent required that a Stock for Stock Exchange Agreement be
executed prior to May 30, 2003 unless mutually extended by the parties. The
parties mutually extended this date to September 21, 2003. However, the Company
was not successful in reaching a definitive agreement with these parties within
the same scope and structure as the Letter of Intent.  Accordingly, the Company
concluded that it was not in the best interest of the Company and its
shareholders to renew the Letter of Intent.

      The Company continues to search for additional viable business operations
of which to acquire or merge in order to increase the Company's revenues and
profitability. The Company continues to receive unsolicited offers concerning
the sale of its subsidiaries, but none have been acceptable. The Company will
continue to entertain offers to sell some or all of its subsidiaries in an
attempt to reach a consistent level of profitability.

Results of Operations

      The following discussion should be read in conjunction with the audited
financial statements and notes thereto included in our annual report on Form
10-KSB for the fiscal year ended December 31, 2002 and should further be read in
conjunction with the financial statements included in this report. Comparisons
made between reporting periods herein are for the three month and nine month
periods ended September 30, 2003 as compared to the same period in 2002.

      The Company's net service income for the quarter ended September 30, 2003
increased to $747,728 from $415,007 for the same quarter in 2002. The net
service income for the nine months ended September 30, 2003 increased to
$1,617,173 from $1,109,129 for the same period in 2002. The increase in income
is mainly attributable to new interest in an aluminum engine block which the
Company believes is spurring interest in all aspects of business, and JBP's
efforts to capitalize on this interest. Thus, the gross profit for the quarter
ended September 30, 2003 was $265,469 as compared to $158,830 for the third
quarter of 2002, and the gross profit for the nine months ended September 30,
2003 increased to $561,291 from $415,075 for the same period in 2002. These
increases are due to the increase in income as described above.

      Despite increased revenues and gross profits, the Company's net loss
increased materially. The Company's net loss for the third quarter in 2003 was
$552,931 as compared to $60,079 for the same quarter in 2002, and its net loss
increased to $976,192 for the nine months ended September 30, 2003 from $639,266
for the same period in 2002. The increase in net loss for the three and nine
months ended September 30, 2003, is attributable to an increase in general and
administrative expenses, consulting expenses and employee salaries and bonuses.

                                       4
<PAGE>


      Consulting expenses increased materially from $108,720 in the third
quarter of 2002 to $582,495 in the same quarter of 2003.  For the nine months
ended September 30, 2003, consulting expenses increased to $1,095,709 from
$137,620 for the same period in 2002.  The increase in consulting expenses is
due primarily to the Company's vigorous merger and acquisition campaign.  In an
effort to obtain an increased revenue stream, the Company began actively
pursuing merger and acquisition candidates, which led in part to its acquisition
of 449 and WDHQ.  These merger and acquisition services included the preparation
of new websites for the Company and JBP, as well as the preparation of business
plans for the Company, JBP and EagleRider.  The Company is optimistic it will
engage in future merger and acquisition transactions as a result of these
efforts.  The large expense for consulting services also reflects the Company's
poor cash position, which has forced it to use its common stock as compensation
for services. However, the Company has had to pay premiums on consulting fees in
order to offset consultant's concerns with the common stock's low trading price
and volatile trading volume. Consequently, the $582,495 expense represents
certain of these premiums.

      Employee salaries and bonuses increased to $68,321 for the three months
ended September 30, 2003 from $38,238 for the three months ended September 30,
2002, and increased to $178,525 for the nine months ended September 30, 2003
from $111,086 for the nine months ended September 30, 2002. This increase is
mainly attributable to the operations of JBP.

      A material increase in the number of shares of common stock outstanding
caused the earnings per share figures to artificially improve slightly. The
large issuances of shares is related to payments for services.

Liquidity and Capital Resources

      The Company has relied upon the issuance of its common stock and its chief
executive officer for its capital requirements and liquidity. For example, for
the quarter ended September 30, 2003, the Company paid approximately $578,000
for consulting fees (which included $104,077 for legal and professional
services). The Company's recurring losses and lack of liquidity raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans with respect to these matters include raising additional
working capital through equity or debt financing and acquisitions of ongoing
concerns, which generate profits, ultimately allowing the Company to achieve
consistent profitable operations.  The accompanying financial statements do not
include any adjustments that might be necessary should the Company be unable to
continue as a going concern.

Contractual and Commitment Obligations

      The Agreement with Herborn and the Letter of Intent with the Swedos
described above constitute the only material changes to the Company's
contractual obligations and commitments, outside the normal course of business.
The Herborn Agreement committed the Company to issue Three Million (3,000,000)
restricted shares of its common stock with a Guaranteed Value of $112,500 for a
period of one year from the date of closing.


                                       5
<PAGE>


ITEM 3.     CONTROLS AND PROCEDURES

      Within the 90 days prior to the date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and the
person performing functions similar to that of a Principal Financial Officer of
the Company, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon the evaluation, the Company's Chief Executive Officer and the person
performing functions similar to that of a Principal Financial Officer of the
Company concluded that the Company's disclosure controls are effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's periodic SEC
filings. There have been no significant changes in the Company's internal
controls or in other factors which could significantly affect internal controls
subsequent to the date the Company conducted its evaluation.

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

      The following are material cases resolved during this period ended
September 30, 2003 and/or pending issues involving the Company.

      American Factors Group, LLC. vs AmeriResource Technologies, Inc., et al.
This case was filed in the United States District Court, District of New Jersey,
Case Number 3:97cv01094(GEB).

      In February 2000, the parties stipulated to the dismissal of certain
claims in this suit with prejudice. This stipulation dismissed all of the
claims in this suit pursuant to a Settlement Agreement, which has been
subsequently amended.

      The Settlement Agreement provided for the payment by the Company and
Delmar Janovec ("Janovec") of certain obligations and judgments entered against
the defendants. An Addendum dated August 10, 2000 was executed to modify certain
terms of the repayment schedule. As the Company and Janovec were unable to meet
the terms of repayment set forth in the Addendum, a Second Addendum was executed
in the first quarter of 2002 to modify the repayment conditions. As the
Company's common stock reaches the specific prices stated in the repayment
schedule, Delmar Janovec, the Company's President, has agreed to sell his
personal shares of the Company's common stock to make the scheduled payment.
Since the obligation was not paid in full by March 31, 2002, AFG was entitled to
proceed with any available proper legal action to collect on its judgment.
However, AFG has been paid approximately $352,000, to date and AFG and the
Company have extended the terms of the Second Addendum until December 27, 2003.

      Internal Revenue Service Issue.  The IRS and the Company had been trying
unsuccessfully to resolve outstanding issues through an appointed agent during
2000 for taxes created by the previous engineering subsidiaries during the wind
down phases of the offices. On or about January 16, 2001, the IRS notified Rod
Clawson, a director of the Company and the former President of the Engineering
subsidiaries, that the IRS was filing a lien against him, personally, for the
payment of taxes. Subsequently, several meetings were held and an agreement was
reached on or about March 22, 2001 with the IRS whereby, Clawson would pay
$50,000 per month until approximately $282,000 constituting principal an
interest, is paid of in its entirety. Mr. Clawson has made payments in excess of
$100,000 to date.


                                       6
<PAGE>




ITEM 2.     CHANGES IN SECURITIES

      During the quarter ended September 30, 2003, the Company issued two blocks
of unregistered securities in exchange for American Factors Group's agreement to
extend the terms of our promissory note. We currently owe American Factors Group
(AFG) approximately $350,000 under this note, which emanated from our litigation
with AFG.  Accordingly, on July 18, 2003, we issued to AFG's sole owner, the
Will R. Robins Trust, 1,125,000 shares, and then on September 4, 2003, we issued
an additional 2,239,000 shares to AFG's owner.  These shares were issued in
reliance upon exemptions from registration, including but not limited to,
Section 4(2) and Regulation D.  These shares were sold without a general
solicitation, to this long term business acquaintance of the Company, who, on
the basis of management's knowledge, is financially sophisticated and had access
to material information regarding the offering.  The sales were made pursuant to
Blue Sky limited offering exemptions.  The shares were issued with a legend
restricting resale.

      On September 18, 2003, the Company issued 400,000 shares of common stock
to Larry Adams in exchange for his consulting services without registration.
These shares were issued in reliance upon exemptions from registration,
including but not limited to, Section 4(2) and Regulation D, and were sold
without general solicitation, to this long term business acquaintance of the
Company, who, on the basis of management's knowledge, is financially
sophisticated and had access to material information regarding the Company and
his receipt of such shares.  The sales were made pursuant to Blue Sky limited
offering exemptions.  The shares were issued with a legend restricting resale.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits required to be attached by Item 601 of Regulation S-B are
listed in the Index to Exhibits beginning on page 8 of this Form 10-QSB, which
is incorporated herein by reference.

      (b)   No reports on Form 8-K were filed on the Company's behalf during the
quarter ended September 30, 2003.

                                   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, Chief
Executive Officer and Principal Financial Officer

Dated: November 18, 2003


                                       7
<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(i)              *           Articles of Incorporation.

3(ii)             *           Bylaws.

10                9           September 17, 2003 Stock Exchange Agreement by and
                              between the Company and Donald Herborn.

31                18          302 Certification of Chief Executive Officer and
                              Principal Financial Officer.

32                19          906 Certification of Chief Executive Officer and
                              Principal Financial Officer.

* Filed previously with the Company's Form 10-SB, including amendments thereto.




                                       8
<PAGE>


                                                                      EXHIBIT 10

                       STOCK FOR STOCK EXCHANGE AGREEMENT

      THIS STOCK FOR STOCK EXCHANGE AGREEMENT (the "Agreement") is entered
into effective this 17th day of September 2003, (the "Effective Date") and is by
and between AmeriResource Technologies, Inc., a Delaware corporation with
offices at 3450 E. Russell Road, Suite 116, Las Vegas, Nevada 89120 ("ARES"),
and Donald Herborn ("Herborn"), owner of 40% of 449 Corporation, ("449"), a
California corporation, and WDHQ Corporation, ("WDHQ") a Nevada corporation.
Both 449 and WDHQ have offices at 3655 Camino Del Rio W., Suite B, San Diego, CA
92110 and are doing business as EagleRider. (ARES and Herborn may hereinafter be
referred to individually as a "Party" or collectively as the "Parties").

                                    Recitals

      WHEREAS, ARES is interested in expanding its business through investments
and acquisitions in the recreational, travel & tourism industry;

      WHEREAS, 449 and WDHQ are companies engaged in the business of providing
rentals of Harley Davidson motorcycles and recreational equipment to the outdoor
enthusiast & tourism- travel industry for entertainment & recreational purposes;

      WHEREAS, Herborn, an officer and 40% shareholder of 449 and WDHQ, is
interested in exchanging, and ARES is interested in acquiring, his 40% ownership
in 449 and WDHQ in a stock for stock like exchange with ARES pursuant to the
terms and conditions described herein and for the consideration set forth
herein; and

      WHEREAS, 449 and WDHQ operate under a franchise from EagleRider, USA which
requires the prior approval of EagleRider, USA for the acquisition of Herborn's
40% ownership in the stock for stock like exchange.

                                    Agreement

      NOW, THEREFORE, in consideration of the promises, representations, and
covenants described herein, and in consideration of the recitals above, which
are incorporated herein by reference, and for other good and valuable
consideration, the receipt and sufficiency of which the Parties hereby
acknowledge, the Parties hereby agree as follows:

                                  Article 1
                                Stock Exchange

1.1   At Closing, Herborn will transfer Four Thousand (4,000) shares of common
      stock in 449 and Four Thousand (4,000) shares of common stock in WDHQ,
      constituting his 40% ownership interest (collectively, "Herborn Shares"),
      to ARES or its assignees.

1.2   At Closing, ARES will transfer Three Million (3,000,000) restricted shares
      ("ARES Shares") of its common stock, par value $0.0001, equal to a value
      of $150,000 at a stipulated value of $0.05 to Herborn and/or his
      assignees. ARES will agree to guarantee 75% of the ARES Shares at the
      stipulated value per share, stated above, for a period of one year from
      the date of Closing. The total value and the stipulated value per share
      will be reviewed on the one-year anniversary date from the final Closing
      date, based on a 60 day moving average. Should the total value and
      stipulated value per share be less than the total value and stipulated
      value, at the time of Closing, additional shares of common stock in ARES
      will be issued equaling the total value and stipulated value, but in no
      event shall ARES be required to issue more than an additional Seven
      Million (7,000,000) shares to Herborn for a maximum total of Ten Million
      (10,000,000) shares.

1.3   At Closing, and in consideration of the transfer of the Herborn Shares,
      ARES will agree to pay-off corporate debts totaling approximately $60,000
      to various vendors that have either done business or are currently doing
      business with 449 and WDHQ within twenty (20) days from the date of the
      Closing.

                                    Article 2
                                     Closing

2.1   The closing of the transactions contemplated hereby shall be held on or
      before sixty (60) days following the execution of this Agreement
      ("Closing"). The Closing of this Agreement and the stock for stock like
      exchange shall take place at the offices of 449 & WDHQ corporations in the
      City of San Diego, CA. or at such other place as the Parties may agree. At
      Closing, the Parties shall deliver all information and documents necessary
      or reasonable required by the Parties to fulfill their respective
      obligations as outlined hereunder.

2.2   At Closing, the Herborn Shares shall be transferred to ARES and/or its
      assignees in exchange for the ARES Shares being transferred to Herborn.

                                       9
<PAGE>

                                    Article 3
                         Conditions Precedent to Closing

3.1   Conditions to Obligations of ARES. The obligations of ARES under this
      Agreement are subject to the fulfillment on or prior to Closing of the
      following conditions:

      a.  Representations and Warranties Correct; Performance of Obligations.
          The representations and warranties made by Herborn herein shall be
          true and correct in all material respects when made, and shall be true
          and correct in all material respects at Closing with the same force
          and effect as if they had been made on and as of Closing. Herborn
          shall have performed in all material respects all obligations and
          conditions herein required to be performed or observed by him,
          including obtaining Don and Charlene Swedo's approval of the Agreement
          and the transactions herein contemplated, on or prior to Closing.

3.2   Conditions to Obligations of Herborn. The obligations of Herborn under
      this Agreement are subject to the fulfillment on or prior to Closing of
      the following conditions:

      a.  Representations and Warranties Correct; Performance of Obligations.
          The representations and warranties made by ARES herein shall be true
          and correct in all material respects when made, and shall be true and
          correct in all material respects at Closing with the same force and
          effect as if they had been made on and as of Closing. ARES shall have
          performed in all material respects all obligations and conditions
          herein required to be performed or observed by it on or prior to
          Closing.

                                    Article 4
                        Continuing Warranties of Herborn

      Herborn makes the following warranties and representations to ARES:

4.1   Herborn represents and warrants that 449 and WDHQ have a total of Twenty
      Thousand (20,000) shares, in aggregrate, of common stock issued and
      outstanding as of the date of this Agreement. Herborn further represents
      and warrants that 449 and WDHQ are corporations duly incorporated and in
      good standing as a corporation under the laws of the State of California
      and State of Nevada, respectfully, and have all necessary corporate power
      and authority to engage in the business in which they are presently
      engaged.

4.2   Herborn represents and warrants that he has the full right, power, legal
      capacity, and authority to enter into, and perform his respective
      obligations under this Agreement, and that this Agreement will not
      conflict with any other bligations, contracts or agreements.

4.3   Herborn represents and warrants that the operations of 449 and WDHQ will
      not undergo any material change from the date hereof until the date of
      Closing and that the operations and assets of 449 and WDHQ are all
      adequately insured.

4.4   Herborn represents and warrants that there are no claims, demands,
      proceedings, defaults, obligations, suits, or threats or suit, seizure, or
      foreclosure against 449 or WDHQ and that there is no suit, action, or
      legal, administrative, arbitration, or other proceeding pending or
      threatened which could as of Closing adversely affect ARES's ownership of
      the Herborn Shares.
                                       10
<PAGE>

4.5   Herborn represents and warrants that he has good and marketable title to
      the Herborn Shares.

4.6   Herborn represents and warrants that any and/or all of the assets of 449
      and WDHQ are clear of all mortgages, liens, pledges, encumbrances, or
      security interests of any nature whatsoever except for what is noted in
      the financial documents, and that 449 and WDHQ, upon Herborn's transfer of
      the Herborn Shares to ARES, are, to the best of his knowledge, in good
      operating condition and repair. Further, to the best of Herborn's
      knowledge, there are no structural or operational defects in any of the
      existing operations of 449 and WDHQ which would materially affect their
      continued use in the same manner. Herborn also represents and warrants
      that 449 and WDHQ are not in default on any lease, license, commitment, or
      other agreement to be transferred to ARES, pursuant to this Agreement.

4.7   Herborn represents and warrants that the businesses of 449 and WDHQ: (i)
      are not in violation of any applicable building, zoning, occupational
      safety and health, pension, environmental control or similar law,
      ordinance or regulation in relation to their structures or equipment or
      the operation thereof or of their business, or any fair employment, equal
      opportunity or similar law, ordinance or regulation, or any other law,
      ordinance, regulation or order applicable to their business or assets,
      (ii) have not received any complaint from any governmental authority, and
      none is threatened, alleging that 449 or WDHQ are in violation of any
      applicable law, ordinance, regulation or order, (iii) have not received
      any notice from any governmental authority of any pending proceeding to
      take all or any part of the properties of 449 or WDHQ (whether leased or
      owned) by condemnation or right of eminent domain and no such proceeding
      is threatened, (iv) are not a party to any agreement or instrument, or
      subject to any charter or other corporate restriction or judgment, order,
      writ, injunction, rule, regulation, code or ordinance, which adversely
      affects the business, operations, prospects, properties, assets or
      condition, financial or otherwise, of 449 or WDHQ and (v) are not in
      violation of, and the execution of this Agreement and the consummation of
      the transactions contemplated herein will not violate, any bankruptcy law,
      ruling, administrative decision, agreement, or plan to which 449 and WDHQ
      are subject to.

4.8   Herborn represents and warrants that any and all authorizations, approvals
      or other actions by, notices to, or filings with, any Governmental
      Authority, if applicable, required to be obtained or made in connection
      with 449 or WDHQ have been obtained or made, and no consent of any third
      party is required to be obtained for the due execution, delivery and
      performance of this Agreement. Governmental Authorities include, all
      Federal, State and local agencies.

4.9   Herborn understands and acknowledges that the ARES Shares will not be
      registered under the Securities Act nor qualified under the securities law
      of Delaware, by virtue of exemptions thereto. However, should ARES decide
      to file a Registration Statement and should an approval from the SEC be
      received then some portion if not all of the ARES Shares will therein
      carry piggyback rights. Herborn represents that he has such experience and
      knowledge in investment, financial and business matters in investments
      similar to the ARES Shares that he is capable of protecting his own
      interest in connection therewith and qualifying for such exemptions.
      Further, Herborn is acquiring the ARES Shares in a stock for stock
      exchange for investment purposes only for his own account, and not on
      behalf of any other person nor with a view to, or for resale in connection
      with any distribution thereof. Herborn understands that the certificates
      representing the ARES Shares will be stamped with a legend substantially
      in the following form:
                                       11
<PAGE>

      THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
      AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION
      OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE ISSUER THAT SUCH
      REGISTRATION IS NOT REQUIRED.

4.10  Herborn represents and warrants that upon Closing he will no longer be an
      employee of 449 and WDHQ.

4.11  The warranties and representations set forth in this Article are ongoing
      warranties and representations by Herborn shall survive the Closing.

                                    Article 5
                          Continuing Warranties of ARES

      ARES makes the following warranties and representations to Herborn:

5.1   ARES represents and warrants that it had a total of approximately
      170,614,194 shares of common stock issued and outstanding as of August 14,
      2003. ARES is duly incorporated and in good standing as a corporation
      under the laws of the State of Delaware and has all necessary corporate
      power and authority to engage in the business in which it is presently
      engaged.

5.2   ARES represents and warrants that it has the full right, power, legal
      capacity, and authority to enter into, and perform their respective
      obligations under this Agreement, and that this Agreement will not
      conflict with any other obligations, contracts or agreements of ARES.

5.3   ARES represents and warrants that there are no accrued, unpaid, or
      deferred compensation, notes or loans due ARES, shareholders, officers,
      employees or directors of ARES other than those set forth in financial
      statements and SEC filings provided to Herborn herewith.

5.4   ARES represents and warrants that the financial statements and SEC filings
      of ARES are complete and accurately reflect the financial condition of
      ARES, and there are no material adverse changes in the business of ARES
      since the date of said statements that have not already been disclosed in
      writing to Herborn.

5.5   ARES represents and warrants that there are no claims, demands,
      proceedings, defaults, obligations, suits, or threats or suit, seizure, or
      foreclosure against ARES other than those set forth in financial
      statements and SEC filings provided to Herborn herewith.

5.6   ARES represents and warrants that no authorization, approval or other
      action by, and no notice to or filing with, any Governmental Authority is
      required to be obtained or made, and no consent of any third party is
      required to be obtained by ARES for the due execution, delivery and
      performance of this Agreement.
                                       12
<PAGE>

5.7   ARES understands and acknowledges that the Herborn Shares will not be
      registered under the Securities Act nor qualified under any state
      securities laws, by virtue of exemptions thereto. ARES has such experience
      and knowledge in investment, financial and business matters in investments
      similar to the Herborn Shares that it is capable of protecting its own
      interest in connection therewith and qualifying for such exemptions.
      Further, ARES is acquiring the Herborn Shares through a stock for stock
      like exchange for investment purposes only for its own account, and not on
      behalf of any other person nor with a view to, or for resale in connection
      with any distribution thereof. ARES understands that the certificates
      representing the Herborn Shares will be stamped with a legend
      substantially in the following form:

      THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
      AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION
      OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE ISSUER THAT SUCH
      REGISTRATION IS NOT REQUIRED.

4.8   ARES acknowledges that within thirty (30) days from Closing, Herborn will
      become an advisor to the Board of Directors of ARES.

5.9   The warranties and representations set forth in this Article are ongoing
      warranties and representations by ARES and shall survive the Closing.

                                    Article 6
                                  Due Diligence

6.1   The Parties hereby acknowledge and agree that prior to the execution of
      this Agreement they have conducted such due diligence necessary and
      commercially customary for this Agreement and the transactions
      contemplated by it.

                                    Article 7
                        Continuing Obligations of Parties

7.1   The Parties hereby agreed after the Closing to assist and cooperate in
      good faith with each other on a timely basis in providing any information
      or documents, or executing any documents, necessary or reasonably required
      to fulfill the Party's obligations hereunder.

                                    Article 8
                                 Default & Cure

8.1   In the event some Party fails or refuses to perform its obligations under
      this Agreement in a timely manner, then the other Party may give notice to
      such other Party of default hereunder. Said notice shall set forth with
      sufficient specificity and particularity the details of said default. The
      Parties to whom said default notice is given shall have thirty (30) days
      from the date of the delivery of the notice to either (a) cure the
      deficiencies set forth in the notice or (b) give written reply to the
      notice setting forth with particularity the reasons for the nonexistence
      of default or inability to cure the default(s). In the event the Party
      receiving notice of default does not cure such default or set forth
      reasons for the nonexistence of default by thirty (30) calendar days from
      the date of delivery of the notice, the defaulting Party will be deemed in
      breach of this Agreement. Upon breach of this Agreement, the non-breaching
      Party shall have the right to rescind this Agreement and the transactions
      contemplated by it. In the event this Agreement is rescinded, the Parties
      shall take such actions as necessary to give effect to such rescission.

                                       13
<PAGE>

                                    Article 9
                                 Indemnification

9.1   Herborn shall indemnify ARES and hold it harmless with respect to any
      liabilities, losses, damages, costs or expenses (including reasonable
      legal fees and expenses) incurred by ARES or by any successor of ARES,
      directly or indirectly, which are occasioned by, caused by or result out
      of (a) any issuance of any of the Herborn Shares or any shares of the
      capital stock of 449 or WDHQ prior to Closing, and (b) any act,
      transaction, circumstance, or state of facts not caused by ARES which
      occurs after the Closing in connection with the Herborn Shares, 449 or
      WDHQ except to the extent in conformity with the representations,
      warranties and covenants contained in this Agreement.

9.2   ARES shall indemnify Herborn and hold him harmless with respect to any
      liabilities, losses, damages, costs or expenses (including reasonable
      legal fees and expenses) incurred by Herborn directly or indirectly, which
      are occasioned by, caused by or result out of (a) any issuance of any of
      the ARES Shares or of any shares of the capital stock of ARES prior to
      Closing except for those shares issued under normal ongoing business
      requirements and, if any, will be identified at or before Closing and (b)
      any act, transaction, circumstance, or state of facts not caused by
      Herborn which occurs after the Closing in connection with the ARES Shares
      or ARES, except to the extend in conformity with the representations,
      warranties and covenants contained in this Agreement.

9.3   The Parties shall indemnify, defend and hold harmless each other against
      any and all undisclosed liabilities of the other not set forth in this
      Agreement or the exhibits and schedules provided herewith. This
      indemnification shall survive the Closing.

                                   Article 10
                                   Rescission

10.1  Notwithstanding the rescission rights as set forth in Article 8, this
      Agreement shall remain in full force and effect unless later terminated by
      mutual agreement of the Parties. In the event the transactions
      contemplated by this Agreement are undertaken, then both Parties hereby
      knowingly and affirmatively waive their rights to rescind and/or revoke
      this Agreement or the transactions contemplated by it.

                                   Article 11
                             Professional Assistance

11.1  Both Parties hereby acknowledge that they had a full opportunity to seek
      legal and tax assistance of their own choosing prior to the execution of
      this Agreement, and that they have done so, or have expressly waived their
      right to such assistance and counsel.

                                   Article 12
                                      Costs

12.1  All costs and expenses, including, without limitation, fees and
      disbursements of counsel, financial advisors and accountants, incurred in
      connection with the negotiation, preparation, execution and delivery of
      this Agreement and consummation of the transactions contemplated hereby
      shall be paid by the Party incurring such costs and expenses.



                                       14
<PAGE>
                                   Article 13
                           Securities Laws & Taxation

13.1  Both Parties hereby agree and acknowledge that the transfer of securities
      pursuant to this Agreement shall constitute an exempt isolated transaction
      and the restricted securities received in such transfer and exchange do
      not have to be registered under federal or state securities laws and
      regulations. It is the express intention of the Parties that this
      Agreement and the transactions contemplated by it is treated to the extent
      possible as a tax-free exchange of stock pursuant to the IRS code of 1986
      (and regulation thereto), as amended.


                                   Article 14
                                  Miscellaneous

14.1  Entire Agreement. This Agreement constitutes the entire agreement between
      the Parties with respect to the subject matter herein, and supercedes all
      prior negotiations, correspondence, understandings and agreements among
      the Parties hereto respecting the subject matter hereof.

14.2  Headings.  The article and other headings contained in this Agreement are
      for reference purposes only and shall not affect the meaning or
      interpretation of this Agreement.

14.3  Good Faith and Fair Dealing. The Parties agree that this Agreement imposes
      an implied duty of good faith and fair dealing on all the respective
      obligations of the Parties.

14.4  Amendment and Modification; Waiver of Compliance.  Subject to applicable
      law, this Agreement may be amended, modified, and supplemented only by
      written agreement signed by the Parties. Any failure by any Party to this
      Agreement to comply with any obligation, covenant, agreement, or condition
      contained herein may be expressly waived in writing by the other Party
      hereto, but such waivers or failure to insist upon strict compliance shall
      not operate as a wavier of, or estoppels with respect to any subsequent or
      other failure.

14.5  Counterpart's & Facsimile. This Agreement and its exhibits may be executed
      simultaneously in one or more counterparts or by facsimile, each of which
      shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

14.6  Rights of Parties. Nothing in this Agreement, whether express or implied,
      is intended to confer any rights or remedies under or by reason of this
      Agreement on any persons other than the Parties to it and their respective
      heirs, legal representatives, successors and assigns, nor is anything in
      this Agreement intended to relieve or discharge the obligation or
      liability of any third persons not a party to this Agreement, nor shall
      any provision give any such third persons any right of subordination or
      action over or against any Party to this Agreement.

13.7  Assignment.  This Agreement and all of the provisions hereof shall be
      binding upon and inure to the benefit of the Parties hereto and their
      respective successors and permitted assigns, but neither this Agreement
      nor any of the rights, interest, or obligations hereunder shall be
      assigned by any Party hereto without the prior written consent of the
      other Party.



                                       15
<PAGE>


14.8  Arbitration    Any controversy or claim arising out of or relating to this
      Agreement or the breach of it, shall be settled by arbitration in
      accordance with the rules of the American Arbitration Association, and
      judgment on the award rendered may be entered in any court having
      jurisdiction.

14.9  Governing Law and Venue.  This Agreement shall be governed by, and
      construed in accordance with, the laws of the State of Texas, without
      reference to the conflict of laws principles thereof. In the event any
      dispute regarding this Agreement arises between the Parties and is not
      resolved at arbitration, such dispute shall be brought in a proper
      jurisdiction located within Dallas County, Texas.

14.10 Notices.  All notices, requests, demands, and other communications
      required or permitted hereunder shall be in writing and shall be deemed to
      have been given if delivered by hand, overnight courier, facsimile, or
      mailed certified or registered mail with postage prepaid, to the addresses
      set forth below:

        If to ARES:             AmeriResource Technologies, Inc.
                                3450 E. Russell Road, Suite 116
                                Las Vegas, Nevada 89120
                                Attention: Delmar Janovec
                                TEL: 702-214-4249
                                FACSIMILE: 702-214-4221

              With copies to:   Woltjen Law Firm
                                4144 N. Central Expwy. , Suite 410
                                Dallas, Texas 75204
                                Attention: Kevin S. Woltjen
                                TEL: 214-742-5555
                                FACSIMILE: 214-742-5545

        If to Herborn:          Donald Herborn
                                3655 Camino Del Rio W., Suite B
                                San Diego, CA 92110
                                TEL: 619-222-8822
                                FACSIMILE: 619-222-8822


              With copies to:   Don Swedo
                                3655 Camino Del Rio W., Suite B
                                San Diego, CA 92110
                                TEL: 619-222-8822
                                FACSIMILE: 619-222-8822

14.11 Joint Effort to Prepare.  This Agreement has been prepared by the joint
      efforts of the attorneys of all of the signatories to this Agreement and
      shall not be construed against any particular Party. Should any provision
      of this Agreement require judicial interpretation, the Parties hereto
      agree that the court interpreting or construing the same shall not apply a
      presumption that the terms hereof shall be more strictly construed against
      one Party by reason of the rule of construction that a document is to be


                                       16
<PAGE>


      more strictly construed against the Party who itself or through its agents
      prepared the same, it being agreed that the Parties hereto and their
      respective agents have participated in the preparation hereof.

14.12 Authority.  Both Parties acknowledge that by execution of this Agreement
      they have the right, power, legal capacity, and authority to enter into,
      and perform their respective obligations under this Agreement, and no
      approvals or consents of any persons other than the Parties are necessary
      in connection with this Agreement. The execution and delivery of this
      Agreement have been individually consented to in writing by all the
      disclosed individuals of each Party.

            In Witness whereof, the signatures of the Parties below evidence
      their approval, acceptance and acknowledgement of the terms contained in
      this Agreement.


"ARES"- AmeriResource Technologies, Inc.        "Herborn" - Donald Herborn


/s/ Delmar Janovec                              /s/ Donald Herborn
-----------------------------------             --------------------------------
By: Delmar Janovec, President & CEO              Donald Herborn


                                       17
<PAGE>



                                                                      EXHIBIT 31
                                 CERTIFICATIONS


      I, Delmar Janovec, as Chief Executive Officer and the person performing
functions similar to that of a Principal Financial Officer of AmeriResource
Technologies, Inc. (the "Company"), certify that:

      1. I have reviewed this quarterly report on Form 10-QSB of the Company;

      2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this quarterly report;

      4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

            a) designed such disclosure controls and procedures to ensure that
            material information relating to the Company, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

            b) evaluated the effectiveness of the Company's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

            c) presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

      5. The Company's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit committee of
Company's board of directors (or persons performing the equivalent functions):

            a) all significant deficiencies in the design or operation of
            internal controls which could adversely affect the Company's ability
            to record, process, summarize and report financial data and have
            identified for the Company's auditors any material weaknesses in
            internal controls; and

            b) any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Company's
            internal controls; and

      6. The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 18, 2003

/s/ Delmar Janovec
---------------------------------------
Delmar Janovec, Chief Executive Officer
And Principal Financial Officer


                                       18
<PAGE>


                                                                      EXHIBIT 32

               CERTIFICATION PURSUANT TO 18 U.S.C. SECTIONS 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACTS OF 2002


      Certification Pursuant to 18 U.S.C., Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

      In connection with the Quarterly Report of AmeriResource Technologies,
Inc. (the "Company") on Form 10-QSB for the quarter ended September 30, 2003
(the "Report"), as filed with the Securities and Exchange Commission, on the
date hereof (the "Report"), the undersigned, Delmar Janovec, Chief Executive
Officer and the person performing functions similar to that of a Principal
Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. 1350,
as adopted pursuant to 18 U.S.C., Section 1350, that:

      (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


Dated: November 18, 2003                  /s/ Delmar Janovec
                                          -------------------------------------
                                          Delmar Janovec
                                          Chief Executive Officer and Principal
                                          Financial Officer







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