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, 1997.

[ ] 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 Identification No.)
     incorporation or organization)




                    8815 E. Long Street Lenexa, Kansas 66215
                ------------------------------------------------
               (Address if principle executive office) (Zip Code)


                                 (913) 859-9292
                             ----------------------
                           (Issuer's telephone number)


         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            No   X
                                  -----         -----

         The number of outstanding shares of the issuer's common stock,  $0.0001
par  value  (the  only  class  of  voting  stock),  as of  March  31,  1997  was
164,213,803.



<PAGE>




                                TABLE OF CONTENTS

                                     PART I

ITEM 1. FINANCIAL STATEMENTS...................................................3

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS....................................4


                                     PART II

ITEM 1. LEGAL PROCEEDINGS......................................................5


SIGNATURES.....................................................................5


INDEX TO EXHIBITS..............................................................6










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                                       2

<PAGE>


                                     PART I

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, 1997, 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-6 and are incorporated herein by this reference.










                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]








                                       3

<PAGE>




INDEX TO FINANCIAL STATEMENTS                                               PAGE
-----------------------------                                               ----

Unaudited Consolidated Condensed Balance Sheet, March 31, 1997...............F-2

Unaudited Consolidated  Condensed Statement of Operations,  for the three
months ended March 31, 1997 and 1996.........................................F-4

Unaudited  Consolidated  Condensed Statement of Cash Flows, for the three
months ended March 31, 1997 and 1996.........................................F-5

Notes to Unaudited Consolidated Condensed Financial Statements...............F-6








                                      F-1

<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Condensed Balance Sheet
                                 March 31, 1997

ASSETS
------

Current Assets
         Cash and cash equivalents                               $          319
                                                                 ---------------
         Receivables:
                  Trade                                               2,524,016
                  Related Party                                          14,471
                  Notes receivable-related party                        330,079
                  Notes receivable-other                                 75,000
                  Other receivables                                     193,000
                  Allowance for doubtful accounts                      (557,551)
                                                                 ---------------
                                    Net receivables                   2,579,015
                                                                 ---------------
                  Prepaid insurance and other assets                     46,772
                                                                 ---------------
                                    Total current assets              2,626,106

         Property, Plant and Equipment-Net                              196,584

         Other Assets:
                  Marketable securities                                   4,750
                                                                 ---------------

Total Assets                                                     $    2,827,440
                                                                 ===============






      See notes to unaudited consolidated condensed financial statements.


                                      F-2

<PAGE>

                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Condensed Balance Sheet
                                 March 31, 1997



LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts Payable:                                           
         Trade                                                   $      636,922 
         Related Party                                                   36,231 
     Current portion of long-term debt:                                         
         Related Party                                                  490,256 
         Other                                                          218,875 
     Accrued Payroll and related expenses                               698,366 
     Accrued Interest:                                                          
         Related Party                                                   97,473 
         Other                                                           77,760 
     Income Tax Payable                                                  35,960 
                                                                 ---------------
                  Total Current Liabilities                           2,291,843 
                                                                                
Long-term Debt-Net of current portion                                 2,188,939 
                                                                                
Commitments and contingencies                                           105,000 
                                                                 ---------------
                  Total Liabilities                              $    4,585,782 
                                                                                
STOCKHOLDERS' EQUITY                                                            
     Preferred stock, $.001 par value, authorized 10,000,000                    
       shares; Series A, issued and outstanding 3,089,621                       
       shares authorized                                                  3,090 
     Common stock, $.001 par value, authorized 5,000,000                        
       shares; issued and outstanding 164,213,803 shares                 16,420 
     Additional paid-in capital                                       6,347,954 
     Common stock held in treasury; 3,600 shares at cost                 (5,625)
     Accumulated deficit                                             (8,120,181)
                                                                                
                                                                                
     Total Stockholder' Equity                                   $   (1,758,342)
                                                                 ---------------

Total Liabilities and Stockholders' Equity                       $    2,827,440 
                                                                 ===============






      See notes to unaudited consolidated condensed financial statements.


                                      F-3


<PAGE>

               AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Statement of Operations
                 For three months ended March 31, 1997 and 1996


                                                  1997                 1996     
                                             -----------------------------------


Net Service Income                                 -                  966,766   
Operating expenses                                 -                 (611,952)  
General and administrative expenses            (193,663)             (792,813)  
Loss from sold and closed subsidiaries             -                   (6,113)  
                                            ------------------------------------
Operating Loss                                 (193,663)             (444,112)  
Other Income (expense)                                                          
     Interest Income                               -                       61   
     Other Income                                  -                   14,585   
     Interest Expense                           (11,569)              (44,264)  
                                            ------------------------------------
Net Loss                                       (205,232)             (473,730)  
                                            ====================================
Net loss per common share                        ($0.00)               ($0.01)  
                                            ====================================
Weighted average common shares outstanding  145,942,742           132,691,399   
                                            ====================================






      See notes to unaudited consolidated condensed financial statements.


                                      F-4


<PAGE>


               AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Unaudited Consolidated Condensed Statement of Cash Flows
               For the three months ended March 31, 1997 and 1996

                                                  For the Three Months Ended
                                                  March 31          March 31
                                                    1997              1996
                                                (unaudited)        (unaudited) 
                                                -----------        -----------
Cash Flows from Operating Activities:
     Net loss                                   $  (205,232)       $  (473,731)

Non-Cash Items:
     Depreciation and amortization                        0             26,538
     Provision for bad debts                         (9,818)                 0

Changes in Assets Affecting
Operations-Increase(Decrease):
     Accounts receivable                             57,954             (8,862)
     Other receivables                                  (46)           114,094
     Work-in-process                                 83,401            (99,933)
     Prepaid insurance and other expenses           108,463            (39,962)
     Capital acquisition costs                            0                  0
     Other assets                                         0             35,728

Changes in Liabilities Affecting 
Operations-Increase (Decrease):
     Accounts payable                                13,927            (49,079)
     Accrued payroll and related expense             96,131            266,591
     Accrued interest                                46,257            103,639
     Commitments and contingencies                  (80,652)                 0
     Other current liabilities                      (91,508)           194,436
                                                ------------        ------------

Net cash provided by (used in) operating 
activities                                           18,877             69,459
                                                ------------        ------------

Cash Flows from Financing Activities:
     Proceeds from issuance of debt                       0                  0
     Repayment of debt                              (26,894)          (128,575)
     Net payments on line of credit                       0            (13,296)
     Proceeds from issuance of common stock               0            147,587
     Capital contributions                                0                  0
                                                ------------        ------------

Net cash provided by financing activities           (26,894)             5,716
                                                ------------        ------------

Net increase (decrease) in cash                      (8,017)            75,175

Cash and cash equivalents-beginning of period         8,336            (34,017)
                                                ------------        ------------

Cash and cash equivalents-end of period         $       319         $   41,158
                                                ============        ============






      See notes to unaudited consolidated condensed financial statements.


                                      F-5


<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
         Notes to Unaudited Consolidated Condensed Financial Statements
                                 March 31, 1997


1.       Summary of Significant Accounting Policies

         The accompanying  financial statements have been prepared in accordance
with the  instructions  of Form 10-QSB and do not include all of the information
and footnotes required by Generally Accepted Accounting  Principles for complete
accounting statements. In the opinion of management, all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been included.

2.       Corporations Included in the Consolidated Financial Statements

         Name                                                 Location    
         -----------------------------------                  ----------------
         KLH Engineers & Contractors, Inc.                    Closed
         KLH Engineering of Colorado Springs, Inc.            Closed
         KLH Engineering of Lakewood, Inc.                    Closed
         KLH Engineering of Grand Junction, Inc.              Closed
         KLH Engineering of San Mateo, Inc.                   Closed
         KLH Engineering of Greeley, Inc.                     Closed
         Tomahawk Construction Company, Inc.                  Lenexa, Kansas

3.       Basis of Presentation and Principles of Consolidation

         The consolidated  financial statements include the combined accounts of
AmeriResource Technologies,  Inc., Tomahawk Construction and the accounts of all
the  closed  subsidiaries.  All  material  intercompany  transactions  have been
eliminated in consolidation.

4.       Additional footnotes included by reference

         Except as indicated in Notes above,  there have been no other  material
changes in the  information  disclosed in the notes to the financial  statements
included  in the  Company's  Annual  Report on Form  10-KSB  for the year  ended
December 31, 1996. Therefore, those footnotes are included herein by reference.









                                      F-6


<PAGE>


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

General
-------

         The  Company's  primary line of business is currently  being  conducted
through Tomahawk Construction  Company, a wholly owned subsidiary  ("Tomahawk").
Tomahawk  has   traditionally   focused  its  operations  on  a  wide  range  of
construction   projects  as  a  qualified   American  Indian  Minority  Business
Enterprise.   Tomahawk's  construction  projects  have  included  utility  work,
earthwork,  structural  concrete,  bridge  work,  asphalt and  concrete  paving,
commercial buildings, pump stations and treatment plants.

         Unfortunately,   Tomahawk's  ability  to  generate  revenues  has  been
seriously  stifled as a result of filing  Chapter 11 Bankruptcy on September 15,
1994.  Although Tomahawk emerged from Bankruptcy on August 25, 1995, it has been
unable to obtain any substantial construction contracts.  Nonetheless,  Tomahawk
continues  to bid  for new  construction  projects.  (For  more  information  on
Tomahawk's  Bankruptcy  proceedings,  see the Company's Form 10-KSB for December
31, 1996.)

Liquidity and Capital Resources
-------------------------------

         The  Company  and its  subsidiaries  continue  to have very  restricted
liquidity.  The Company has experienced severe financial  difficulty as a result
of Bankruptcy  proceedings involving its subsidiary Tomahawk.  Although Tomahawk
emerged  from  Bankruptcy  in  August  of 1995,  Tomahawk's  ability  to  obtain
construction   projects  has  been  severely   limited  as  a  result  of  those
proceedings.

         In the interim,  the Company will  continue to utilize the resources of
its president  Delmar  Janovec until its plans begin  generating  revenues.  Mr.
Janovec  has  advanced  $418,697  to  date  to  support  the  Company's  limited
operations and has continued to work without pay since October 1, 1996. However,
there is no guarantee that Mr.  Janovec will continue such support.  The Company
will also  utilize its common stock to  compensate  consultants,  employees  and
creditors when possible.

         During the quarter ended March 31, 1997, the Company's  working capital
was approximately $334,263 a decrease of 90% over the same quarter in 1996. This
was caused by the  construction  subsidiary not having contracts in place during
the first quarter of 1997.

         Net  stockholders'  equity in the Company declined from $755,876 at the
end of March 31,  1996 to a deficit of  $1,758,342,  as of March 31,  1997.  The
Company's   deficit  is  a  result  of  the  Company's   inability  to  generate
construction   revenues  and  the   accumulation  of  debts  in  its  inoperable
engineering  subsidiaries  prior to  current  managements  involvement  with the
Company.

Results of Operations
---------------------

         The Company's operations for the first quarter consisted of bidding for
construction  projects  and  formulating  a plan of  operation.  The Company was
unsuccessful in its attempts to procure revenue construction projects during the
quarter.

         Net service  income for the quarter  ended March 31,  1997,  was $ 0 as
compared to $966,766 for the first quarter in 1996.  Unfortunately,  the Company
had no net  service  income in 1997  because of its  inability  to  procure  any
revenue construction projects.

         Operating  expenses decreased from $611,952 for the quarter ended March
31,  1996 to $0 for the  quarter  ended on  March  31,  1997.  The  decrease  in
operating expenses is a result of the Company's lack of construction operations.

                                       4

<PAGE>

         General and administrative expenses were $193,663 for the quarter ended
on March 31, 1997 as compared to $792,813 for the first quarter in 1996.

         The Company's net loss went from $473,730 in the first quarter ended on
March  31,  1996 to  $205,232  for the  quarter  ended on March 31,  1997.  This
decrease  is  due to  unsuccessful  attempts  to  procure  revenue  construction
projects during the quarter.

         The  management   highly   recommends   reading  this  Form  10-QSB  in
conjunction with the Company's Form 10-KSB for the year ended December 31, 1996,
in order to gain a more complete picture of the Company's financial condition.


                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

         In February 1997 Enterprise Capital  Corporation filed suit against the
Company  and  certain  Subsidiaries  for  breach  of  contract  and fraud in the
extension of credit on a factoring agreement. The Company disputes this claim in
that the contract called for American  Factors Group to purchase the receivables
from the Company on a  non-recourse  basis.  The Company filed a response to the
complaint  and  demanded  that  the  matter  be  submitted  to  arbitration.  An
arbitrator  has been  appointed,  but a date has not  been  scheduled.  American
factors Group claims it is owed $291,044 plus interest.

         For additional  information  regarding the Company's legal  proceeding,
see the Company's  "Legal  Proceedings"  section in its Form 10-KSB for December
31, 1996.


                                   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 Annual
Report on Form 10-QSB to be executed on its behalf by the undersigned, thereunto
duly authorized.


                               AMERIRESOURCE TECHNOLOGIES, INC.


                               /s/ Delmar Janovec       November 17, 1998
                               ------------------------
                               Delmar Janovec
                               Chairman of the Board of Directors
                               and Chief Executive Officer




                                       5

<PAGE>


                                INDEX TO EXHIBITS

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

EXHIBIT           PAGE                    DESCRIPTION
NO.               NO.

3.1               *                       Articles of Incorporation and Bylaws.
                                          Incorporated by reference to Company's
                                          Form  S-4   registration   statements,
                                          effective  February 11, 1992. File No.
                                          33-44104.



                                       6