SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                   FORM 10-QSB/A
    

(Mark One)

[X]    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended June 30, 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 June 30, 1997 was 164,213,803.



<PAGE>

                                TABLE OF CONTENTS

                                     PART I

ITEM 1. FINANCIAL STATEMENTS...................................................2

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


                                     PART II

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


ITEM 6. REPORTS ON FORM 8-K....................................................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 June 30, 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, June 30, 1997................F-2

Unaudited  Consolidated  Condensed  Statement of Operations,  
  for the six months ended June 30, 1997 and 1996............................F-4

Unaudited  Consolidated  Condensed  Statement of Cash Flows,  
  for the six months ended June 30, 1997 and 1996............................F-5

Notes to Unaudited Consolidated Condensed Financial Statements, 
  June 30, 1997..............................................................F-6













                                       F-1




<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Condensed Balance Sheet
                                  June 30, 1997

ASSETS
------

Current Assets
         Cash and cash equivalents                          $               201 
         Receivables:                                       ------------------- 

                  Trade                                               2,582,920 
                  Related Party                                          14,471 
                  Notes receivable-related party                        332,904 
                  Notes receivable-other                                 75,000 
                  Other receivables                                     193,000 
                  Allowance for doubtful accounts                     (583,857) 
                                                            ------------------- 
                                                                                
                                    Net receivables                   2,614,438 
                                                            ------------------- 
                                                                                
                  Prepaid insurance and other assets                     50,367 
                                                            ------------------- 
                                                                                
                                    Total current assets              2,665,006 
                                                                                
         Property, Plant and Equipment-Net                              196,584 
                                                                                
         Other Assets:                                                          
                  Marketable securities                                   4,750 
                                                            ------------------- 
                                                                                
Total Assets                                                    $     2,866,340 
                                                            ====================










             See notes to unaudited condensed financial statements.



                                       F-2

<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Condensed Balance Sheet
                                  June 30, 1997


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current Liabilities
     Accounts Payable:                                       
         Trade                                               $        637,516  
         Related Party                                                 36,231  
     Current portion of long-term debt:                                        
         Related Party                                                491,276  
         Other                                                        331,520  
     Accrued Payroll and related expenses                             707,240  
     Accrued Interest:                                                         
         Related Party                                                 97,473  
         Other                                                         77,760  
     Income Tax Payable                                                35,960  
                                                            -----------------  
                                                                               
                  Total Current Liabilities                         2,414,976  
                                                                               
Long-term Debt-Net of current portion                               2,189,555  
                                                                               
Commitments and contingencies                                         105,000  
                                                            -----------------  
                                                                               
                  Total Liabilities                          $      4,709,531  
                                                                               
   
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 500,000,000                     
       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                                            8,205,030  
                                                            -----------------  
    
                                                                               
     Total Stockholder' Equity                               $    (1,843,191)  
                                                            -----------------  
                                                                               
Total Liabilities and Stockholders' Equity                   $      2,866,340  
                                                            =================  










             See notes to unaudited condensed financial statements.



                                       F-3

<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Statement of Operations
                 For the six months ended June 30, 1997 and 1996

<TABLE>
<CAPTION>
                                                     For the three months ended            For the six months ended
                                                     --------------------------            ------------------------
                                                     June 30            June 30            June 30            June 30
                                                      1997                1996              1997               1996
                                                   (Unaudited)        (Unaudited)        (Unaudited)         (Unaudited)
                                                   -----------        -----------        -----------         -----------

<S>                                            <C>                <C>                <C>                <C>
Net Service Income                             $      44,143      $     518,145      $      44,143      $   1,484,911
Operating expenses                                   (63,556)          (377,811)           (63,566)          (989,763)
General and administrative expenses                  (53,862)          (637,726)          (247,525)        (1,430,539)
(Loss) or Gain from sold and closed
  subsidiaries                                             0            109,982                  0            109,982

Operating Loss                                       (73,275)                 0           (266,948)                 0       
                                                                                                                         
Other Income (expense)
     Interest Income                                       0                122            (23,133)               (61)   
     Other Income                                          0             16,023                  0            (30,547)   
     Interest Expense                                 11,564             47,551            (23,133)           (91,815)   

Net Loss                                             (84,839)          (418,816)          (290,081)          (886,616)           
                                                                                                                                 
Net loss per common share                                  0              (0.01)                 0              (0.01)           
                                                                                                                                 
Weighted average common shares outstanding       162,963,803        132,636,448        162,963,803        132,636,448            
</TABLE>










             See notes to unaudited condensed financial statements.



                                       F-4

<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Unaudited Consolidated Condensed Statement of Cash Flows
                 For the six months ended June 30, 1997 and 1996


                                                    For the six months ended
                                                    ------------------------
                                                   June 30             June 30
                                                    1997                 1996
                                                 (Unaudited)         (Unaudited)
                                                 -----------         -----------
Cash Flows from Operating Activities:
     Net loss                              $      (290,081)   $       (886,616)
                                                 -----------         -----------

Non-Cash Items:
     Depreciation and amortization         $             0    $        100,460
     Provision for bad debts                        16,488                   0
                                                 -----------         -----------

Changes in Assets Affecting 
Operations-Increase (Decrease):
     Accounts receivable                   $          (950)   $         29,042
     Other receivables                              (2,871)             (9,597)
     Work-in-process                                83,401             143,087
     Prepaid insurance and other expenses          104,868               7,395
     Capital acquisition costs                           0                   0
     Other assets                                        0            (225,050)
                                                 -----------         -----------

Changes in Liabilities Affecting 
Operations-Increase (Decrease):
     Accounts payable                      $        14,521    $        (45,394)
     Accrued payroll and related expense           105,005             260,919
     Accrued interest                               46,257             (25,168)
     Commitments and contingencies                 (80,652)            (20,000)
     Other current liabilities                     (91,508)           (327,083)
                                                 -----------         -----------

Net cash provided by (used in) operating 
activities                                 $       (95,522)   $       (998,005)
                                                 -----------         -----------

Cash Flows from Financing Activities:
     Proceeds from issuance of debt        $       114,281    $        379,628
     Repayment of debt                             (26,894)                  0
     Proceeds from issuance of common stock              0             268,748
     Capital contributions                               0             353,400
                                                 -----------         -----------

Net cash provided by financing activities  $        87,387    $      1,001,776
                                                 -----------         -----------

Net increase (decrease) in cash            $        (8,135)   $          3,771

Cash and cash equivalents-beginning of 
period                                               8,336                   0
                                                 -----------         -----------

Cash and cash equivalents-end of period    $           201    $          3,771
                                                 ===========         ===========


       See notes to unaudited consolidated condensed financial statements

                                      F-5

<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
         Notes to Unaudited Consolidated Condensed Financial Statements
                                  June 30, 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.


















       See notes to unaudited consolidated condensed financial statements

                                      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  $419,197  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 June 30, 1997, the Company's  working  capital
deficit  was  approximately  $250,030 a  decrease  of  $3,672,447  from the same
quarter  in 1996.  This was  caused by the  construction  subsidiary  not having
contracts in place during the second quarter of 1997.

         Net  stockholders'  equity in the Company declined from $982,874 at the
end of June 30,  1996 to a  deficit  of  $1,843,191,  as of June 30,  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 second  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 June 30, 1997, was $44,143 as
compared to $518,145 for the second quarter in 1996. Unfortunately,  this is due
to Tomahawk's inability to procure any revenue construction projects.

         Operating  expenses  decreased from $377,811 for the quarter ended June
30, 1996 to $63,556 for the quarter ended on June 30, 1997.  The decrease is due
to lack of operations from its construction subsidiary.

                                       4

<PAGE>

         General, and administrative expenses were $53,862 for the quarter ended
on June 30, 1997 as compared to $$637,726  for the second  quarter in 1996.  The
decrease is due to no significant operations for 1997,

         The  Company's  net loss went from  $418,816 for the quarter ended June
30, 1996 to $84,839 for the quarter ended on June 30, 1997. This decrease is due
to the Company's efforts to eliminate unprofitable operations.

         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

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

         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.


ITEM 6.  REPORTS ON FORM 8-K

The Company  filed a Current  Report on Form 8-K,  April 8, 1997,  regarding the
failure and inability to file timely  annual  report on Form 10-KSB,  closure of
all Engineering Subsidiary's,  resignation of Ed Blume, Chet Ellis, Alicia Ellis
and Richard White as directors of the Corporation.


                                   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 13, 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   the
                                       Company's    Form    S-4     registration
                                       statements,  effective February 11, 1992.
                                       File No. 33-44104.



















                                       6