UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15(d)
                                    of the
                        SECURITIES EXCHANGE ACT OF 1934

                         Date of Report: June 25, 2007


                        AMERIRESOURCE TECHNOLOGIES, INC.
	    ------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)


                                   Delaware
		----------------------------------------------
                (State or Other Jurisdiction of Incorporation)


            0-20033           			      84-1084784
    ------------------------		------------------------------------
    (Commission File Number)            (IRS Employer Identification Number)


           3440 E. Russell Road, Suite 217, Las Vegas, Nevada   89120
	 --------------------------------------------------------------
         (Address of Principal Executive Offices)            (Zip Code)


                                (702) 214-4249
	     ----------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the  Securities  Act  (17
    CFR 230.425)

[ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement  communications  pursuant  to   Rule  14d-2(b)  under  the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement  communications  pursuant  to   Rule  13e-4(c)  under  the
    Exchange Act (17 CFR 240.13e-4(c))



<PAGE>




ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      On June 22, 2007 AmeriResource Technologies, Inc., a Delaware corporation
("AMRE"),  Net2Auction,  Inc.,  a  Delaware  corporation,  ("NAUC"),  and Nexia
Holdings  Inc.,  a  Nevada  corporation ("NEXA"), entered into a Stock Exchange
Agreement (the "Agreement") whereas  Nexia  Holdings,  Inc. will acquire 90% of
the  issued  and  outstanding  preferred stock shares of Net2Auction,  Inc.  in
exchange for the issuance of sixty thousand (60,000) shares of Nexia's Series C
Preferred stock with a stated value of $5.00 per share for a total of $300,000.
      Nexia Holdings will be transferring its ownership in its Landis Lifestyle
Salon  ("Landis")  into  Net2Auction,   Inc.,  Landis  had  assets  that  total
approximately $415,580 and reported revenues  of $1,326,013 for the year ending
December 31, 2006. Nexia Holdings reported revenues  for  the  first quarter of
2007 for Landis operations to be $424,863 with a reported net loss  of $20,930.
Landis's  business  plan  calls  for the acquisition of an additional four  (4)
Salons, within  the  next  two  calendar years.  Landis  Lifestyle  Salons uses
the Aveda{reg-trade-mark} product line  exclusively in its operations and these
products are rated as one of the best in the health and beauty care industry.
      Pursuant to the terms of the agreement,  AmeriResource  will  retain  its
Twenty-Five  Million  (25,000,000)  shares of common stock in Net2Auction, Inc.
and remain a shareholder. All assets  and liabilities of Net2Auction, Inc. will
be transferred to AmeriResource prior to  the  close  of  the  transaction with
Nexia Holdings, Inc.


EXHIBIT           PAGE
NO.               NO.   DESCRIPTION

2  (i)            3     Stock Exchange Agreement, dated June 22, 2007, between
			AmeriResource Technologies, Inc.,  Net2Auction,  Inc.,
			and Nexia Holdings, Inc.

                                  SIGNATURES

      Pursuant to the requirement of the Securities Act of 1934, the Registrant
has  duly  caused  this  report  to  be signed on its behalf by the undersigned
hereunto duly authorized.

Dated this 25th day of June 2007.

                                    AmeriResource Technologies, Inc.

                                    By: /s/ Delmar Janovec
					--------------------------------
                                        AmeriResource Technologies, Inc.
                                        By: Delmar Janovec, President






EXHIBIT 2 (I)


STOCK EXCHANGE AGREEMENT

      This Stock Purchase Agreement ("Agreement") is entered into this 22nd day
of  June,  2007  by  and between Nexia Holdings,  Inc.,  a  Nevada  corporation
("NEXA"), with a principal  office  located at 59 West 100 South, Second Floor,
Salt Lake City, Utah 84101, and AmeriResource  Technologies,  Inc.,  a Delaware
corporation ("AMRE") and other shareholders of Net2Auction, Inc. ("NAUC")  both
with  principal  offices located at 3440 E. Russell Road, Suite 217, Las Vegas,
Nevada, 89120.

      WHEREAS, NEXA   desires  to  acquire  90%  of  the issued and outstanding
preferred shares of NAUC  ("NAUC  Shares{approx-equal})  in  exchange  for  the
issuance  of sixty thousand (60,000) shares of NEXA's Series C Preferred Stock,
with a stated value of $5.00 per share or $300,000; and

      WHEREAS,  AMRE  and  the other shareholders of NAUC desire to transfer to
NEXA 90% of the issued and outstanding preferred shares of NAUC in exchange for
sixty thousand (60,000) shares of NEXA Series C Preferred Stock.

      NOW, THEREFORE with the  above  being  incorporated  into and made a part
hereof  for  the  mutual  consideration  set  out herein and, the  receipt  and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.    Exchange.  The parties will exchange shares as follows:

      a. NEXA  will transfer 60,000 shares of its  Series  C Preferred Stock to
         AMRE and designated shareholders of NAUC on or before  July  20,  2007
         (the  "Closing  Date") and NEXA  will deliver the NEXA shares with all
         the  necessary paperwork  to  establish  ownership  in  AMRE   or  the
         designated shareholders of NAUC of the NEXA shares; and

      b. AMRE and  the shareholders of NAUC will transfer shares, rounded up to
         whole shares, to equal not less than 90% of all issued and outstanding
         preferred shares  of  NAUC  to  NEXA  or its designee on or before the
         Closing  Date  and AMRE will deliver the  NAUC  shares  with  all  the
         necessary paperwork to establish ownership in NEXA of the NAUC shares.

2.    Termination.  This  Agreement  may be terminated at any time prior to the
Closing Date:

      A.    By AMRE or NEXA:

            (1)   If  there  shall  be  any  actual  or  threatened  action  or
            proceeding by or before any court  or  any  other governmental body
            which   shall  seek  to  restrain,  prohibit,  or  invalidate   the
            transactions  contemplated  by  this  Agreement  and  which, in the
            judgment  of such Board of Directors made in good faith  and  based
            upon the advice  of  legal counsel, makes it inadvisable to proceed
            with the transactions contemplated by this Agreement; or

            (2)   If the Closing shall  have  not  occurred  prior  to July 31,
            2007,  or  such  later  date as shall have been approved by parties
            hereto, other than for reasons set forth herein.

      B.    By NEXA:

            (1)   If AMRE shall fail to comply in any material respect with any
            of its covenants or agreements  contained  in  this Agreement or if
            any of the representations or warranties of AMRE  contained  herein
            shall be inaccurate in any material respect; or

      C.    By AMRE:

            (1)   If NEXA shall fail to comply in any material respect with any
            of  its  covenants or agreements contained in this Agreement or  if
            any of the  representations  or warranties of NEXA contained herein
            shall be inaccurate in any material respect;

      In the event this Agreement is terminated  pursuant  to  this  Paragraph,
this Agreement shall be of no further force or effect, no obligation, right, or
liability  shall  arise  hereunder, and each party shall bear its own costs  as
well as the legal, accounting, printing, and other costs incurred in connection
with  negotiation,  preparation   and   execution  of  the  Agreement  and  the
transactions herein contemplated.

3.    Representations  and  Warranties of AMRE.   AMRE  hereby  represents  and
warrants  that  effective  this  date  and  the  Closing  Date,  the  following
representations are true and correct:

      A.    Authority.  AMRE  has  the  full  power and authority to enter this
            Agreement and to carry out the transactions  contemplated  by  this
            Agreement.

      B.    No   Conflict  With  Other  Instruments.   The  execution  of  this
            Agreement  will  not  violate  or  breach any document, instrument,
            agreement, contract, or commitment material to the business of AMRE
            to  which  AMRE  is a party and has been  duly  authorized  by  all
            appropriate and necessary action.

      C.    Deliverance of Shares.   As  of  the Closing Date, the shares to be
            delivered to NEXA, or its designee  valid and legally issued shares
            of  NAUC,  fully  paid and non-assessable  and  equivalent  in  all
            respects  to  all other  issued  and  outstanding  shares  of  NAUC
            preferred stock.

      D.    No Conflict with Other Instrument.  The execution of this agreement
            will not violate  or  breach  any  document, instrument, agreement,
            contract, or commitment material to AMRE.

      E.    Assets and Liabilities of NAUC.  As  of  the  date of closing, NAUC
            shall have $0 liabilities and $0 assets.

4.    Representations and Warranties of NEXA.

      NEXA  hereby represents and warrants that, effective this  date  and  the
Closing Date,  the  representations  and  warranties  listed below are true and
correct.

      A.    Corporate  Authority.   NEXA  has  the  full  corporate  power  and
            authority to enter this Agreement and to carry out the transactions
            contemplated by this Agreement.  The Board of Directors of NEXA has
            duly  authorized the execution, delivery, and performance  of  this
            Agreement.

      B.    No  Conflict   With  Other  Instruments.   The  execution  of  this
            Agreement will not  violate  or  breach  any  document, instrument,
            agreement, contract, or commitment material to the business of NEXA
            to  which  NEXA  is  a  party and has been duly authorized  by  all
            appropriate and necessary action.

      C.    No Conflict with Other Instrument.  The execution of this agreement
            will not violate or breach  any  document,  instrument,  agreement,
            contract or commitment material to NEXA.

5.    Closing.    The Closing as herein referred to shall occur upon such  date
as the parties hereto  may  mutually  agreed  upon, but is expected to be on or
before July 18, 2007.

6.    Conditions Precedent of NEXA to Effect Closing.   All obligations of NEXA
under this Agreement are subject to fulfillment prior to  or  as of the Closing
Date, as follows:

      A.    The  representations  and  warranties  by  or  on  behalf  of  AMRE
            contained  in  this  Agreement  or in any certificate or  documents
            delivered to NEXA pursuant to the  provisions  hereof shall be true
            in all material respects as of the time of Closing  as  though such
            representations and warranties were made at and as of such time.

      B.    AMRE   shall  have  performed  and  complied  with  all  covenants,
            agreements   and  conditions  required  by  this  Agreement  to  be
            performed or complied with by it prior to or at the Closing.

      C.    All instruments and documents delivered to NEXA pursuant to the
            provisions hereof shall be reasonably satisfactory to NEXA's legal
            counsel.

      D.    NAUC shall have  provided reasonable assurances that as of or prior
            to the date of closing  that  it  has  $0  in liabilities and $0 in
            assets.


7.    Conditions Precedent of AMRE to Effect Closing.  All  obligations of AMRE
under this Agreement are subject to fulfillment prior to or as  of  the date of
Closing, as follows:

      A.    The  representations  and  warranties  by  or  on  behalf  of  NEXA
            contained  in  this  Agreement  or  in any certificate or documents
            delivered to AMRE pursuant to the provisions  hereof  shall be true
            in  all material respects as of the time of Closing as though  such
            representations and warranties were made at and as of such time.

      B.    NEXA   shall  have  performed  and  complied  with  all  covenants,
            agreements   and  conditions  required  by  this  Agreement  to  be
            performed or complied with by it prior to or at the Closing.

      C.    All instruments  and  documents  delivered  to AMRE pursuant to the
            provisions hereof shall be reasonably satisfactory  to AMRE's legal
            counsel.

8.    Damages  and  Limit  of Liability.  Each party shall be liable,  for  any
material breach of the representations,  warranties,  and  covenants  contained
herein  which  results  in  a  failure  to  perform  any  obligation under this
Agreement, only to the extent of the expenses incurred in connection  with such
breach or failure to perform Agreement.

9.    Nature   and   Survival   of   Representations   and   Warranties.    All
representations,  warranties  and covenants made by any party in this Agreement
shall survive the Closing hereunder.   All  of the parties hereto are executing
and carrying out the provisions of this Agreement  in  reliance  solely  on the
representations,  warranties  and  covenants  and  agreements contained in this
Agreement or at the Closing of the transactions herein  provided  for  and  not
upon  any  investigation  upon which it might have made or any representations,
warranty, agreement, promise,  or  information,  written  or  oral, made by the
other party or any other person other than as specifically set forth herein.

10.   Indemnification Procedures.  If any claim is made by a party  which would
give rise to a right of indemnification under this paragraph, the party seeking
indemnification  (Indemnified Party) will promptly cause notice thereof  to  be
delivered  to the party  from  whom  indemnification  is  sought  (Indemnifying
Party).  The Indemnified Party will permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting from the claims.  Counsel
for the Indemnifying  Party  which will conduct the defense must be approved by
the Indemnified Party (whose approval  will  not be unreasonably withheld), and
the Indemnified Party may participate in such  defense  at  the  expense of the
Indemnified Party.  The Indemnifying Party will not in the defense  of any such
claim  or  litigation,  consent  to  entry  of  any  judgment or enter into any
settlement without the written consent of the Indemnified  Party (which consent
will  not  be  unreasonably  withheld).   The  Indemnified Party will  not,  in
connection with any such claim or litigation, consent  to entry of any judgment
or enter into any settlement without the written consent  of  the  Indemnifying
Party (which consent will not be unreasonably withheld).  The Indemnified Party
will  cooperate  fully  with the Indemnifying Party and make available  to  the
Indemnifying Party all pertinent  information under its control relating to any
such  claim  or litigation.  If the Indemnifying  Party  refuses  or  fails  to
conduct the defense as required in this Section, then the Indemnified Party may
conduct such defense  at the expense of the Indemnifying Party and the approval
of the Indemnifying Party will not be required for any settlement or consent or
entry of judgment.

11.   Default at Closing.   Notwithstanding  the  provisions  hereof, if either
party  shall  fail  or  refuse to deliver any of the Shares, or shall  fail  or
refuse to consummate the  transaction  described in this Agreement prior to the
Closing Date, such failure or refusal shall  constitute a default by that party
and the other party at its option and without  prejudice  to its rights against
such defaulting party, may either (a) invoke any equitable  remedies to enforce
performance  hereunder  including, without limitation, an action  or  suit  for
specific performance, or  (b)  terminate  all of its obligations hereunder with
respect to the defaulting party.

12.   Costs  and  Expenses.   NEXA and AMRE shall  bear  their  own  costs  and
expenses in the proposed exchange  and  transfer  described  in this Agreement.
NEXA and AMRE have been represented by their own attorneys in this transaction,
and shall pay the fees of their attorneys, except as may be expressly set forth
herein to the contrary.

13.   Notices.  Any notice under this Agreement shall be deemed  to  have  been
sufficiently  given  if  sent by registered or certified mail, postage prepaid,
addressed as follows:

      To AMRE:                                  To NEXIA:
      AmeriResource Technologies, Inc.          Nexia Holdings, Inc.
      3440 E. Russell Road, Suite 217           59 West 100 South, Second Floor
      Las Vegas, Nevada 89120                   Salt Lake City, Utah 84101

14.   Miscellaneous.

      A.    Further Assurances.  At any time and from time to time,  after  the
effective  date,  each  party will execute such additional instruments and take
such additional steps as  may  be  reasonably  requested  by the other party to
confirm or perfect title to any property transferred hereunder  or otherwise to
carry out the intent and purposes of this Agreement.

      B.    Waiver.  Any failure on the part of any party hereto to comply with
any  of its obligations, agreements, or conditions hereunder may be  waived  in
writing by the party to whom such compliance is owed.

      C.    Brokers.   Neither  party  has employed any brokers or finders with
regard to this Agreement not disclosed herein.

      D.    Headings.  The section and subsection  headings  in  this Agreement
are inserted for convenience only and shall not affect in any way  the  meaning
or interpretation of this Agreement.

      E.    Counterparts.  This Agreement may be executed simultaneously in two
or  more  counterparts,  each of which shall be deemed an original, but all  of
which together shall constitute one and the same instrument.

      F.    Governing  Law.    This  Agreement  was  negotiated  and  is  being
contracted for in the State of Utah,  and  shall be governed by the laws of the
State of Utah, notwithstanding any conflict-of-law  provision  to the contrary.
Any suit, action or legal proceeding arising from or related to  this Agreement
shall   be  submitted  for  binding  arbitration  resolution  to  the  American
Arbitration  Association,  in  Salt Lake City, Utah, pursuant to their Rules of
Procedure or any other mutually  agreed  upon arbitrator.  The parties agree to
abide by decisions rendered as final and binding,  and  each  party irrevocably
and unconditionally consents to the jurisdiction of such arbitrator  and waives
any  objection  to  the  laying  of  venue  in,  or  the  jurisdiction of, said
Arbitrator.

      G.    Binding Effect.  This Agreement shall be binding  upon  the parties
hereto  and  inure  to  the  benefit  of  the  parties, their respective heirs,
administrators, executors, successors, and assigns.

      H.    Entire  Agreement.   The Agreement contains  the  entire  agreement
between  the  parties  hereto and supersedes  any  and  all  prior  agreements,
arrangements or understandings  between  the  parties  relating  to the subject
matter  hereof.   No  oral  understandings, statements, promises or inducements
contrary to the terms of this  Agreement exist.  No representations, warranties
covenants, or conditions express  or  implied,  other than as set forth herein,
have been made by any party.

      I.    Severability.   If  any  part of this Agreement  is  deemed  to  be
unenforceable the balance of the Agreement  shall  remain  in  full  force  and
effect.



IN  WITNESS  WHEREOF, the parties have executed this Agreement the day and year
first above written.

      AmeriResource Technologies, Inc.     Nexia Holdings, Inc.,
      A Delaware Corporation               a Nevada corporation

      By: /s/ Delmar Janovec               By: /s/ Richard Surber
      ----------------------		   ----------------------
      Name:   Delmar Janovec               Name:   Richard Surber
      Its: President                       Its: President


      Delmar Janovec, President & Shareholder
      of Net2Auction, Inc.  (NAUC)

      /s/ Delmar Janovec
      ------------------
      Delmar Janovec