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, 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  September  30,  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










                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                       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  September  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, September 30, 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, 
  September 30, 1997.........................................................F-6











                                      F-1

<PAGE>


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

ASSETS
------

Current Assets
         Cash and cash equivalents                          $               195 
         Receivables:                                       ------------------- 
                  Trade                                                         
                  Related Party Notes receivable -                      731,000 
                    related party                                        14,471 
                  Notes receivable - other                              332,904 
                  Other  receivables                                     75,000 
                  Allowance  for doubtful accounts                      193,000 
                                                                      (583,859) 
                                                            ------------------- 
                                    Net receivables                             
                                                                        762,516 
                                                            ------------------- 
                  Prepaid insurance and other assets                            
                                                                         50,195 
                                                            ------------------- 
                                    Total current assets                        
                                                                        812,906 
         Property, Plant and Equipment-Net                                      
                                                                         81,945 
         Other Assets:                                                          
                  Marketable securities                                         
                                                                          4,750 
                                                            ------------------- 
Total Assets                                                                    
                                                               $        899,601 
                                                            =================== 








           See notes to unaudited consolidated financial statements.


                                      F-2

<PAGE>


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


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

Current Liabilities
     Accounts Payable:
         Trade                                                $         664,090 
         Related Party                                                   36,231 
     Current portion of long-term debt:                                         
         Related Party                                                  515,028 
         Other                                                          730,412 
     Accrued Payroll and related expenses                               526,391 
     Accrued Interest:                                                          
         Related Party                                                   97,473 
         Other                                                           51,437 
     Income Tax Payable                                                  35,960 
                                                              ----------------- 
                                                                                
                  Total Current Liabilities                           2,657,022 
                                                                                
Long-term Debt-Net of current portion                                 1,214,296 
                                                                                
Commitments and contingencies                                           105,000 
                                                              ----------------- 
                                                                                
                  Total Liabilities                           $       3,976,318 
                                                                                
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                                              9,438,556 
                                                              ----------------- 
                                                                                
     Total Stockholder' Equity                                $     (3,076,717) 
                                                              ----------------- 
                                                                                
Total Liabilities and Stockholders' Equity                       $      899,601 
                                                              ================= 








           See notes to unaudited consolidated financial statements.


                                      F-3


<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Statement of Operations
              For the Nine Months Ended September 30, 1997 and 1996


<TABLE>
<CAPTION>

                                              For the Three Months Ended            For the Nine Months Ended
                                           September 30        September 30      September 30        September 30
                                              1997                1996              1997                1996
                                           (Unaudited)         (Unaudited)       (Unaudited)         (Unaudited)
                                           -----------         -----------       -----------         -----------

<S>                                     <C>                <C>                <C>                <C>
Net Service Income                      $        (480)     $     589,430      $      43,663      $   2,074,341

Operating expenses                           (672,520)          (380,688)          (736,086)        (1,370,451)
General and administrative expenses          (548,849)          (499,351)          (796,374)        (1,929,890)
Gain or (Loss) from sold and closed
  subsidiaries                                   --              (94,927)              --               15,055
                                         -------------      -------------      -------------      -------------
Operating Loss                             (1,221,849)          (385,536)        (1,488,797)        (1,210,945)
Other Income (expense)
     Interest Income                             --                4,199               --                4,138
     Other Income                                --               91,651               --               61,104
     Interest Expense                         (11,677)            (8,884)           (34,810)          (100,699)
                                         -------------      -------------      -------------      -------------

Net Loss                                   (1,233,526)          (298,570)        (1,523,607)        (1,246,402)
                                         =============      =============      =============      =============

Net loss per common share                $      (0.00)      $      (0.01)      $      (0.00)      $      (0.01)
                                         =============      =============      =============      =============
Weighted average common shares
  outstanding                             162,963,803        149,986,217        162,963,803        149,986,217
                                         =============      =============      =============      =============
</TABLE>








           See notes to unaudited consolidated financial statements.

                                      F-4

<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Unaudited Consolidated Condensed Statement of Cash Flows
              For the Nine Months Ended September 30, 1997 and 1996


                                                    For the Nine Months Ended
                                                 September 30       September 30
                                                     1997               1996
                                                  (Unaudited)        (Unaudited)
                                                  -----------        -----------

Cash Flows from Operating Activities:
     Net loss                                $    (1,523,607)   $    (1,246,402)
                                               --------------     --------------

Non-Cash Items:
     Depreciation and amortization           $       114,639   $         81,372
     Provision for bad debts                          16,490                  0
                                              --------------    ---------------

Changes in Assets Affecting Operations-Increase (Decrease):
     Accounts receivable                     $     1,850,970   $        121,008
     Other receivables                                (2,871)                 0
     Work-in-process                                  83,401            196,143
     Prepaid insurance and other expenses            105,040             31,408
     Capital acquisition costs                             0             12,391
     Other assets                                          0             42,872
                                              --------------    ---------------

Changes in Liabilities Affecting 
  Operations-Increase (Decrease):
     Accounts payable                        $        41,095   $         55,981
     Accrued payroll and related expense             (75,844)           364,027
     Accrued interest                                 19,934            120,696
     Commitments and contingencies                   (80,652)           (74,219)
     Other current liabilities                       (91,508)          (574,278)
                                              --------------    ----------------

Net cash provided by (used in) 
  operating activities                       $       457,087   $       (869,001)
                                              --------------    ----------------

Cash Flows from Financing Activities:
     Proceeds from issuance of debt          $       114,281   $        247,836
     Repayment of debt                              (579,509)                 0
     Proceeds from issuance of common 
       stock                                               0            271,229
     Capital contributions                                 0            392,400
                                               --------------    ---------------

Net cash provided by financing activities    $      (465,228)  $        911,465
                                               --------------    ---------------

Net increase (decrease) in cash              $        (8,141)  $         42,464

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

Cash and cash equivalents-end of period      $           195   $         42,464
                                               ==============    ===============


           See notes to unaudited consolidated financial statements.

                                      F-5

<PAGE>


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












                                      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  $442,949  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  September 30, 1997,  the  Company's  working
capital deficit was  approximately  $1,844,116 a decrease of $5,351,499 from the
same quarter in 1996. This was caused by the construction  subsidiary not having
contracts in place during the third quarter of 1997.

         Net stockholders' equity in the Company declined from $1,041,865 at the
end of September 30, 1996 to a deficit of $3,076,717,  as of September 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 third 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  September  30, 1997,  was a
deficit  of $480  as  compared  to  $589,430  for the  third  quarter  in  1996.
Unfortunately,  this  is due to  Tomahawks  inability  to  procure  any  revenue
construction projects.

<PAGE>

         Operating  expenses  increased  from  $380,688  for the  quarter  ended
September 30, 1996 to $672,520 for the quarter ended on September 30, 1997.  The
increase  is  due to  legal  and  consulting  fees  that  were  incurred  in the
preparation/process of the law-suit filed against MK-Ferguson/DOE which resulted
in an award of $1,851,444 to Tomahawk.

         General,  and  administrative  expenses  were  $548,849 for the quarter
ended on September  30, 1997 as compared to $$499,351  for the third  quarter in
1996.  This  increase is also due to fees  associated  with the  law-suit  filed
against MK-Ferguson/DOE.

         The  Company's  net loss  went  from  $298,570  for the  quarter  ended
September  30, 1996 to  $1,233,526  for the quarter ended on September 30, 1997.
This   decrease  is  due  to  the  write  down  and  final   settlement  of  the
MK-Ferguson/DOE  claim  and  expenses  that  were  incurred  in  estimating  and
attempting to negotiate a contract with Fluor-Daniels on a project for Procter &
Gamble Co.  that  ultimately  resulted  in not being  awarded a project.  ARET's
subsidiary, Tomahawk, and a Joint Venture with Dunn Industrial Group, Inc. spent
almost one year on estimating  the several  design changes that occurred on this
project that exceeded $600 Million Dollars in construction costs.

         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

         There has been no change in the Company's legal proceedings  during the
third quarter of 1997.

         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 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