<PAGE>   1

                       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, 2000.

[ ]      Transition report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the transition period from __________ to __________.


COMMISSION FILE NUMBER: 0-20033
                        -------


                        AMERIRESOURCE TECHNOLOGIES, INC.
                        --------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)


         DELAWARE                                                84-1084784
         --------                                                ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                    4465 SOUTH JONES, LAS VEGAS, NEVADA 89103
                    -----------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (702) 579-3347
                                 --------------
                (Issuer's Telephone Number, Including Area Code)


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                       YES   X                    NO

         On September 30, 2000, the number of shares outstanding of the issuer's
Common Stock, $0.0001 par value (the only class of voting stock), was
695,071,312.


<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                              <C>
PART I - FINANCIAL INFORMATION....................................................................................1

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

         ITEM 2.           MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF
                           OPERATION..............................................................................2


PART II - OTHER INFORMATION.......................................................................................3

         ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.......................................................3


INDEX TO EXHIBITS.................................................................................................5
</TABLE>



<PAGE>   3



                         PART I - FINANCIAL INFORMATION

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,
2000, 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-17 and are incorporated herein by this reference.



                                        1

<PAGE>   4


ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATION

         AmeriResource Technologies, Inc., a Delaware corporation (the
"Company"), does not currently engage in active operations other than seeking to
initiate or acquire business operations. The Company seeks to accomplish this
goal through a merger or acquisition. As of November 13, 2000, the Company had
established contacts with a few business entities, but had not yet reached any
formal definitive agreement to effect a merger or acquisition with any entity.

         Magnolia Manors and the Company executed an asset purchase agreement
whereby the Company's subsidiary Crestwood Villas, Inc. would acquire the
assets. Although this agreement has expired, the Company is continuing to
discuss the possibility of the assumption of debt on some of Magnolia's
facilities. Magnolia now owns and operates approximately 11 assisted living care
facilities which are effectively controlled by Finova Realty Capital and ORIX
Real Estate Capital Markets. These entities control the facilities on the basis
of their substantial liens on the facilities. The Company is still seeking to
acquire the assets of certain Magnolia Manors Inc. facilities in exchange for a
combination of debt assumption and cash, although no assurances can be given the
Company will ever be successful in effecting such acquisition.

         In April 2000, the Company, through a wholly owned subsidiary, made a
formal offer to purchase a casino and hotel in Mesquite, Nevada, and all of the
outstanding shares of NevStar Gaming & Entertainment. These offers are subject
to, among other things, the Company securing the $9,000,000 in debt financing.
In July 2000, NevStar filed for Chapter 11 Bankruptcy to prevent a foreclosure
on its assets. On or about October 19, 2000, a lien holder was successful in
implementing a foreclosure action against NevStar. The Company is negotiating to
acquire this lien holder's position regarding NevStar. Although no assurances
can be given the Company will ever be successful in securing the requisite
funds, or in effecting this acquisition, it is currently working with three
financing sources to fund the acquisition.

Results of Operations

         As a result of the Company's lack of operations, no income has been
generated for the fiscal year through September 30, 2000. The Company reported a
net loss of $1,052,315 and of $856,859 for the three (3) and nine (9) months
ended September 30, 2000, respectively, as compared to a net gain of $449,440
and $407,425 for the same periods in 1999. This loss is attributable to expenses
associated with merger and acquisition negotiations which are accounted for as
general and administrative expenses as well as a one time charge for the
settlement of legal expenses with former counsel, Craft Fridkin & Rhyne. The
general and administrative expenses for the quarter ended September 30, 2000,
was $1,044,321, as compared to these expenses totaling $148,189 for the same
quarter in 1999.

Liquidity and Capital Resources

         The Company's total current assets as of the quarter ended September
30, 2000 were $43,517, as compared to $30,165 as of December 31, 1999. The
Company had total assets of


                                       2

<PAGE>   5

$2,383,160 as of September 30, 2000, as compared to $456,406 as of December 31,
1999. The increase in total assets is due to the Company's acquisition of oil
and gas property in Pecos County, Texas, effected when it acquired West Texas
Real Estate and Resources, Inc., a Texas corporation on July 13, 2000 (this
acquisition was reported in the Company's Form 10-QSB for the quarter ended June
30, 2000). Another substantial increase in total assets is due to the Company's
recognition of $400,000 as funds improperly withdrawn from the Company's escrow
account. Although the recovery of these funds is still uncertain, the Company
intends to pursue the receipt of such funds to the fullest extent its resources
allow.

         The Company's current liabilities from the quarter ended September 30,
2000 were $2,737,066, versus $2,587,453 as of December 31, 1999.

         The Company's total stockholders' deficit was decreased to $3,808,906
as of September 30, 2000 as compared to the net stockholder's deficit of
$5,586,047 as of December 31, 1999. The Company's deficit was reduced primarily
as a result of the increase in additional paid-in capital.


                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         No reports on Form 8-K were filed during the quarter for which this
report is filed.

         The following exhibits are attached hereto.

3.1       *       Articles  of  Incorporation

3.2       *       Bylaws.

27        6       Financial Data Schedule for the quarter ending June 30, 2000.


                                        3

<PAGE>   6




                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly
Report on Form 10-QSB to be executed on its behalf by the undersigned, hereunto
duly authorized.

AmeriResource Technologies, Inc.

/s/ Delmar Janovec
----------------------------------
Delmar Janovec
Chairman of the Board of Directors
and Chief Executive Officer

Dated: November 13, 2000


                                        4

<PAGE>   7



                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS


<TABLE>
<CAPTION>
                                           September 30,    December 31,
                                               2000             1999
                                            (unaudited)       (audited)
                                           ------------     ------------
<S>                                        <C>              <C>
CURRENT ASSETS:
    Cash and cash equivalents (Note 1)     $     13,517     $        165
    Notes receivable - other (Note 3)            30,000           30,000
                                           ------------     ------------

                 Total current assets            43,517           30,165
                                           ------------     ------------

OTHER ASSETS:
    Oil & Gas Property                        1,700,000               --
    Escrow Funds (restricted) (Note 1)          400,000               --
    Marketable securities (Note 12)             239,643          426,241
                                           ------------     ------------

                Total other assets            2,339,643          426,241
                                           ------------     ------------

 TOTAL ASSETS                              $  2,383,160     $    456,406
                                           ============     ============
</TABLE>


                                   (continued)


                                      F-1

<PAGE>   8


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (CONTINUED)

                      LIABILITIES AND STOCKHOLDERS' DEFICIT


<TABLE>
<CAPTION>
                                                                      September 30,     December 31,
                                                                         2000                1999
                                                                      (unaudited)         (audited)
                                                                      ------------      ------------
<S>                                                                   <C>               <C>
CURRENT LIABILITIES:
      Accounts payable:
            Trade                                                     $    276,374      $    276,374
            Related party (Note 2)                                              --            70,413
      Notes payable - related party (Note 2 and 4)                         759,217           555,577
      Notes payable - current portion (Note 4)                             845,643           956,643
      Accrued payroll and related expenses                                 331,681           231,681
      Accrued interest:
            Related party (Note 2)                                         277,952           277,952
            Other                                                          210,239           182,853
      Income Tax Payable                                                    35,960            35,960
                                                                      ------------      ------------

               Total current liabilities                                 2,737,066         2,587,453

OTHER LIABILITIES
      Convertible debentures                                             3,350,000         3,350,000
      Commitments and contingencies (Note 10)                              105,000           105,000
                                                                      ------------      ------------

               Total other liabilities                                   3,455,000         3,455,000
                                                                      ------------      ------------

               Total liabilities                                         6,192,066         6,042,453
                                                                      ------------      ------------


STOCKHOLDERS' DEFICIT (NOTE - 5)
       Preferred stock, $.001 par value; authorized, 5,000,000
          shares; issued and outstanding, 329,621 shares (Note 6)              330               330
       Common Stock, $.0001 par value; authorized,
          1,000,000,000 shares; issued and outstanding,
          695,071,312 and 550,820,312 shares                                63,986            55,081
       Additional paid-in capital                                       11,979,447         9,154,352
       Accumulated deficit                                             (15,852,339)      (14,795,810)
                                                                      ------------      ------------

                 Total stockholders' deficit                            (3,808,906)       (5,586,047)
                                                                      ------------      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                           $  2,383,160      $    456,406
                                                                      ============      ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      F-2
<PAGE>   9



                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Statement of Operations


<TABLE>
<CAPTION>
                                                            For the quarter ended                 For the nine months ended
                                                      September 30,       September 30,       September 30,       September 30,
                                                          2000               1999                  2000                1999
                                                       (unaudited)        (unaudited)          (unaudited)         (unaudited)
                                                     --------------      --------------      --------------      --------------
<S>                                                  <C>                 <C>                 <C>                 <C>
Net service income                                   $           --      $       86,314      $           --      $      131,572

Operating expenses                                               --                  --                  --               1,233
General and administrative expenses                       1,044,321             148,189           1,440,928             423,842
                                                     --------------      --------------      --------------      --------------

Operating loss                                           (1,044,321)            (61,875)         (1,440,928)           (293,503)
                                                     --------------      --------------      --------------      --------------

Other income (expense):
     Loss on sale of subsidiaries                                --            (483,506)                 --            (523,456)
     Gain on extinguishment of debt                              --             995,093                  --             995,093
     Interest expense                                         7,994                (272)            (27,386)               (709)
     Gain on marketable securities                               --                  --             611,455             230,000
                                                     --------------      --------------      --------------      --------------

Total other income (expense)                                  7,994             511,315             584,069             700,928
                                                     --------------      --------------      --------------      --------------

Net income (loss) before income tax                      (1,052,315)            449,440             856,859             407,425

Income tax provision (Note 7)                                    --                  --                  --                  --
                                                     --------------      --------------      --------------      --------------

Net income (loss)                                    $   (1,052,315)     $      449,440      $     (856,859)     $      407,425
                                                     ==============      ==============      ==============      ==============


Earnings per share                                   $         (.00)     $          .00      $         (.00)     $          .00
                                                     ==============      ==============      ==============      ==============


Weighted average common shares outstanding              551,165,979         458,060,312         550,821,312         458,060,312
                                                     ==============      ==============      ==============      ==============
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      F-3


<PAGE>   10


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                           For the quarter ended       For the nine months ended
                                                                        September 30,  September 30,  September 30,  September 30,
                                                                           2000            1999           2000           1999
                                                                        (unaudited)    (unaudited)     (unaudited)    (unaudited)
                                                                        ------------   ------------   ------------   ------------
<S>                                                                    <C>             <C>            <C>            <C>
Reconciliation of net loss provided by (used in) operating activities:

Net income (loss) after extraordinary loss                                (1,052,315)       449,440       (856,643)       407,425

Non-cash items:
     Depreciation                                                                 --             --             --          8,600
     Non-cash services through issuance of stock                             853,617        669,474      1,212,004        707,500
     (Gain)/loss on sale of subsidiary                                            --        483,506             --        523,456
     Reduction of investments                                                     --       (230,000)            --       (230,000)
     (Gain) on forgiveness of debt                                                --       (995,093)            --       (995,093)
     (Gain) on sale of marketable securities                                      --       (611,455)

Changes in assets affecting operations - (increase) decrease
     Accounts receivable                                                          --        543,217             --        553,267
     Other receivables                                                            --        118,250             --        118,250
     Escrow fund (restricted)                                                     --             --       (400,000)            --
     Prepaid insurance and other expenses                                         --            300                        (1,650)

Changes in liabilities affecting operations - increase
(decrease)
     Accounts payable                                                             --       (327,290)       100,000       (327,290)
     Other current liabilities                                               107,994       (590,523)        27,386       (613,178)
                                                                        ------------   ------------   ------------   ------------
Net cash provided by (used in) operating activities                          (90,704)       121,281       (728,708)       151,287
                                                                        ------------   ------------   ------------   ------------

Cash flows from financing activities:
     Proceeds from borrowing                                                 109,715                       133,227
     Proceeds from the sale of common stock                                  100,000                       100,000
     Repayment of debt                                                      (111,000)      (114,470)      (111,000)      (120,946)
                                                                        ------------   ------------   ------------   ------------
Net cash provided by (used in) financing activities                           98,715       (114,470)       122,227       (120,946)

Cash flows from investing activities:
     Purchase of fixed assets                                                     --        (10,924)            --        (64,011)
     Proceeds from sale of subsidiaries                                           --           (550)            --             --
     Proceeds from sale of marketable securities                                  --                       619,833             --
                                                                        ------------   ------------   ------------   ------------
Net cash provided by (used in) investing activities                               --        (11,474)       619,833        (64,011)
                                                                        ------------   ------------   ------------   ------------

Increase (decrease) in cash                                                    8,011         (4,663)        13,352        (33,670)

Cash - beginning of period                                                     5,506          7,145            165         36,152

Cash - end of period                                                          13,517          2,482         13,517          2,482
                                                                        ============   ============   ============   ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-4


<PAGE>   11



                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF BUSINESS AND BUSINESS COMBINATIONS

         AmeriResource Technologies, Inc., formerly known as KLH Engineering
         Group, Inc., a Delaware corporation, was incorporated March 3, 1988 for
         the purpose of providing diversified civil engineering services
         throughout the United States, to be accomplished through acquisitions
         of small to mid-size engineering firms. On July 16, 1996, the Company
         changed its name to AmeriResource Technologies, Inc.

         At December 31, 1998, the Management Company directly or indirectly
         owned 100% of the stock of KLH Engineering of Colorado Springs, KLH
         Engineering of San Mateo, KLH Engineering of Grand Junction, KLH
         Engineering of Lakewood, KLH Engineering of Greeley, and KLH Engineers
         and Constructors. All of the Subsidiaries closed their operations
         during 1996, with the exception of KLH Pueblo, which was sold to a
         third party during 1996. On June 30, 1999, the Company sold all its
         shares to a third party for $550 in the following subsidiaries:

                           KLH Engineering of Colorado Springs, Inc.
                           KLH Engineering of Lakewood, Inc.
                           KLH Engineering of Grand Junction, Inc.
                           KLH Engineering of Greeley, Inc.
                           KLH Engineering of San Mateo, Inc.
                           KLH Engineering & Constructors, Inc.
                           Morton Technologies, Inc.
                           LBH Engineering, Inc.
                           Coffee Engineering & Surveying, Inc.
                           Scanlon & Associates, Inc.

         Effective December 14, 1998, the Company acquired Gold Coast Resources,
         Inc. (Gold Coast) in a stock purchase agreement. The Company received
         all the outstanding shares of The Travel Agents Hotel Guide, Inc. (a
         wholly owned subsidiary of Gold Coast) in exchange for a convertible
         debenture in the amount of $3,350,000.

         Effective July 1, 1998, the Company acquired First Americans Mortgage
         Corporation (First Americans) in an agreement for the exchange of
         stock. The two shareholders of First Americans transferred 100% of
         their shares in exchange for 45,000,000 shares of the Company's stock
         (see Note 2). First Americans was incorporated on July 31, 1995 in
         Missouri. On December 31, 1999, the Company sold 100% of the shares of
         First Americans to an officer of First Americans for $30,000 note
         receivable. This note is payable to the Company over 5 years at the
         prime interest rate.

         On May 13, 1994, the Company entered into an agreement to acquire
         Tomahawk Construction Company, a Missouri corporation (Tomahawk). The
         acquisition, which was completed on July 27, 1994, was accomplished by
         merging Tomahawk into a wholly-owned subsidiary of the Company.
         Tomahawk then became a subsidiary of the Company. This transaction has
         been treated as a reverse acquisition.


                                      F-5

<PAGE>   12



                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Tomahawk is a Kansas City, Kansas-based general contractor and
         qualified American Indian Minority Business Enterprise specializing in
         concrete and asphalt paving, utilities, grading/site work, structural
         concrete and commercial buildings. Tomahawk was organized on April 12,
         1980, as a Missouri corporation. Tomahawk had no operations during 1999
         or the first two quarters of 2000.

         The Company entered into a financing agreement in December 1999 with
         Jay Dello & Associates (Jay Dello), Ltd. for the purpose of providing
         financing for merger & acquisitions of targeted companies. The
         financing agreement was terminated by the Company on or about June 18,
         2000 due to non-performance.

         The Company acquired all of the outstanding stock in West Texas Real
         Estate & Resources', Inc. (West Texas) for a convertible note payable
         in the amount of $1,700,000. West Texas owns the rights to certain
         leased oil rights that has a value exceeding $10,000,000 which has been
         reflected in a certified audit report issued to West Texas for the
         leased oil rights.

         BASIS OF PRESENTATION

         The accompanying financial statements have been prepared in conformity
         with principles of accounting applicable to a going concern, which
         contemplates the realization of assets and the liquidation of
         liabilities in the normal course of business. The Company has incurred
         continuing losses and has not yet generated sufficient working capital
         to support its operations. The Company's ability to continue as a going
         concern is dependent, among other things, on its ability to reduce
         certain costs, and its obtaining additional financing and eventually
         attaining a profitable level of operations.

         It is management's opinion that the going concern basis of reporting
         its financial condition and results of operations is appropriate at
         this time. The Company plans to increase cash flows and to take steps
         towards achieving profitable operations through the sale or closure of
         unprofitable operations, and through the merger with or acquisition of
         profitable operations.

         PRINCIPLES OF CONSOLIDATION

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

         CASH AND CASH EQUIVALENTS

         For the purpose of the statement of cash flows, the Company considers
         currency on hand, demand deposits with banks or other financial
         institutions, money market funds, and other investments with original
         maturities of three months or less to be cash equivalents.



                                      F-6

<PAGE>   13




                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000



1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         ESCROW FUNDS

         The escrow funds was established solely for the proceeds of securities
         sold by the Company. Upon termination of the financing agreement with
         Jay Dello, approximately $400,000 was removed from this account by Jay
         Dello, JD Guidace, Jerald Delgiudice and his associates without the
         authorization of either Delmar A. Janovec or the Company. The Company
         is in the process of pursuing legal action for misrepresentation of
         numerous issues and the unauthorized removal of funds from this
         account.

         CONVERTIBLE DEBENTURES

         The convertible debentures were issued in the purchase of Gold Coast
         and are guaranteed by Lexington Sales Corporation, Ltd. These
         debentures pay interest of 7% per year (cumulative), payable at the
         time of each conversion until the principal amount is paid in full or
         has been converted. The debentures convert into shares of the Company's
         common stock (par value $.0001) at any time after December 14, 2001.
         After December 14, 2001, the debentures can be converted in whole or
         part. The number of shares issuable upon conversion is determined by
         dividing the principal converted plus accrued interest (less any
         required withholding) by the conversion price in effect on the
         conversion date. The conversion price is the average bid closing price
         of the Company's common stock for the five trading days immediately
         preceding and ending on the day proceeding the date of conversion.

         USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect reported amounts of assets and liabilities,
         disclosure of contingent assets and liabilities at the date of the
         financial statements and revenues and expenses during the reporting
         period. In these financial statements assets and liabilities involve
         extensive reliance on management's estimates. Actual results could
         differ from those estimates.

         INCOME TAX

         The Company elected to file a consolidated tax return and the income
         tax provision is on a consolidated basis. Prior to 1992, the
         Subsidiaries filed separate corporate returns.

         Effective January 1, 1993, the Financial Accounting Standards Board
         (FASB) issued FASB No. 109, "Accounting for Income Taxes". FASB No. 109
         requires that the current or deferred tax consequences of all events
         recognized in the financial statements be measured by applying the
         provisions of enacted tax laws to determine the amount of taxes payable
         or refundable currently or in future years. There was no impact on from
         the adoption of this standard.

         Deferred income taxes are provided for temporary differences in
         reporting income for financial statement and tax purposes arising from
         differences in the methods of accounting for construction contracts and
         depreciation.



                                      F-7

<PAGE>   14


                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000



1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Construction contracts are reported for tax purposes and for financial
         statement purposes on the percentage-of-completion method. Accelerated
         depreciation is used for tax reporting, and straight-line depreciation
         is used for financial statement reporting.

         LOSS PER COMMON SHARE

         Loss per common share is based on the weighted average number of common
         shares outstanding during the period. Options, warrants and convertible
         debt outstanding are not included in the computation because the effect
         would be antidilutive.

2.       RELATED PARTY TRANSACTIONS

         At September 30, 2000, the Company had notes payable balances and
         related accrued interest to an officer (Note 4).

3.       NOTES RECEIVABLE

         The Company had the following notes receivable:

         Note  receivable from First Americans  Mortgage Corp,
         bearing  interest at the prime rate,  principal and
         interest payments due December 31, starting
         December 31, 2000 through December 31, 2004.            $ 30,000
                                                                 --------

         Total Notes Receivable                                  $ 30,000
                                                                 ========

4.       NOTES PAYABLE

         The Company had the following notes payable:

         RELATED PARTY:


                 Note dated August 11, 1995, payable
                 to an officer in the original amount of
                 $344,837, unsecured. Note bears interest
                 at 8.75% and are due in full on August 11, 1997,
                 this was extended until August 11, 2001.        $217,985


                 Note payable to an officer, unsecured. Note
                 bears interest at 8% and are due on demand.      541,232
                                                                 --------

                             Total notes payable -
                             related parties                      759,217


                             Less current portion                 759,217
                                                                 --------

                    Long-term portion                            $     --
                                                                 ========



                                       F-8

<PAGE>   15


                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


4.       NOTES PAYABLE (CONTINUED)

          OTHERS:

                  Note dated July 20, 2000, payable to LBI
                  Properties, Inc. in the original amount
                  of $1,700,000, secured by oil property.
                  Convertible into common stock at the
                  current market price if not paid in 2
                  years. Note bears interest at 7%.                 $ 1,700,000

                  Note dated August 31, 1998, payable to
                  American Factors, secured by 30,000,000
                  shares of the Company's common stock.
                  The note bears interest at 9% and has
                  monthly payments of $40,000.

                                                                        379,000

                  Notes payable to various subcontractors
                  and suppliers for goods and services
                  provided in contracts. The notes have no
                  interest rate and are paid to the extent
                  a payment for providing services or
                  goods on specified contracts are
                  collected. This debt is under class 7 of
                  the Plan of Reorganization and is to be
                  paid from cash flows of Tomahawk.


                                                                        464,643

                  Various notes payable with interest
                  rates ranging from 0% to 12.75%, monthly
                  payments from $226 to $243,
                  uncollateralized.


                                                                          2,000
                                                                    -----------

                        Total notes payable                           2,545,643

                        Less current portion                         (1,700,000)
                                                                    -----------

                        Long-term portion                           $   845,643
                                                                    ===========

                  Maturities of notes payable at September 30, 2000,
                  are as follows:

                  2000                                              $   845,643
                  2001                                                1,700,000
                  2002                                                       --
                  2003                                                       --
                  Thereafter                                                 --
                                                                    -----------

                                                                    $ 2,545,643
                                                                    ===========


                                      F-9

<PAGE>   16





                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

5.       STOCKHOLDERS' EQUITY

                  COMMON STOCK

                  The Company increased its authorized shares from 500,000,000
                  to 1,000,000,000 during 1999. The Company issued 59,050,000
                  shares of common stock (S-8) for services. In addition, the
                  Company issued 30,000,000 shares of restricted common stock to
                  be used as collateral on the American Factors note.

                  PREFERRED STOCK

                  The Company has currently designated 2,500,000 shares of their
                  authorized preferred stock to Series A Convertible Preferred
                  Stock and an additional 2,500,000 shares to Series B
                  Convertible Preferred Stock.

                  Both Series A and B preferred stock bear a cumulative $.125
                  per share per annum dividend, payable quarterly. The
                  shareholders have a liquidation preference of $1.25 per share,
                  and in addition, all unpaid accumulated dividends are to be
                  paid before any distributions are made to common shareholders.
                  These shares are subject to redemption by the Company, at any
                  time after the second anniversary of the issue dates (ranging
                  from August 1990 through December 1995) of such shares and at
                  a price of $1.25 plus all unpaid accumulated dividends. Each
                  preferred share is convertible, at any time prior to a
                  notified redemption date, to one common share. The preferred
                  shares have equal voting rights with common shares and no
                  shares were converted in 1998. Dividends are not payable until
                  declared by the Company. At September 30, 2000, the amount of
                  dividends in arrears on the preferred stock was $1,368,406.

                  STOCK OPTIONS

                  The Company issued options to purchase 3,000,000 shares of
                  common stock at $.01 per share in exchange for services. These
                  options expire on July 1, 2002.

                  The Company issued options to purchase 30,000,000 shares at
                  $.06 per share. These options were exercised during the third
                  quarter through extinguishments of debt plus some cash.


                                      F-10

<PAGE>   17



                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

6.       INCOME TAX

                  No current or deferred tax provision resulted, as there was
                  both an accounting and a tax loss for each of the periods
                  presented. The primary permanent differences between tax and
                  accounting losses are non-tax deductible penalties, losses
                  from closure of subsidiaries and amortization of certain
                  goodwill.

                  The Company has available for income tax purposes, a net
                  operating loss carryforward of approximately $14,000,000
                  expiring from 2004 to 2007, including $970,000 subject to
                  certain recognition limitations. A valuation allowance for the
                  full amount of the related deferred tax asset of approximately
                  $1,380,000 has not been recorded, since there is more than a
                  50 percent chance this will expire unused.

                  The significant temporary differences are associated with bad
                  debts, deferred compensation and accrued vacation.

                  All of the net operating loss carryforward of approximately
                  $14,000,000 is subject to significant recognition limitations
                  due to the merger with Tomahawk.


7.       CLOSED AND SOLD SUBSIDIARIES

                  As of December 31, 1996 the following subsidiaries have ceased
                  operations: KLH Engineering of Colorado Springs, KLH
                  Engineering of Grand Junction, KLH Engineering of Lakewood,
                  KLH Engineering of Greeley, KLH Engineering of San Mateo and
                  KLH Engineers and Constructors.

                  In April 1996, the Company sold KLH Engineering of Pueblo to
                  an outside party for a $40,000 note receivable, $33,433 in
                  cash and $166,567 in assumption of debt. During 1998, an
                  allowance of $20,000 was recorded, due to the notes
                  questionable collectibilty. During 1999, the balance of
                  $20,000 was written off due to uncollectibility.

                  On June 30, 1999, the Company sold all its shares to a third
                  party for $550 in the following subsidiaries: KLH Engineering
                  of Colorado Springs, KLH Engineering of Grand Junction, KLH
                  Engineering of Lakewood, KLH Engineering of Greeley, KLH
                  Engineering of San Mateo, KLH Engineers and Constructors,
                  Morton Technologies, Inc., LBH Engineering, Inc., Coffee
                  Engineering & Surveying, Inc. and Scanlon & Associates, Inc.
                  The assets and liabilities of these subsidiaries are not
                  included in the consolidated financial statements.


8.       PROFIT-SHARING PLAN

                  The Company has an employee savings and profit-sharing plan
                  for all eligible employees which includes an employees savings
                  plan established under the provisions of Internal Revenue Code
                  Section 401(k). The Company's contributions to the plan are at
                  the Board of Director's discretion, but may not exceed the
                  maximum allowable deduction permitted under the Internal
                  Revenue Code at the time of the contribution. No contributions
                  were made under this plan in 1997 or 1998. The Company
                  distributed 100% of this plan during 1999.


                                      F-11

<PAGE>   18


                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


9.       OTHER COMMITMENTS AND CONTINGENCIES

                  The Company's subsidiaries are typically subject to various
                  claims arising in the ordinary course of business which
                  usually relate to claims of professional negligence or
                  contract breaches.

                  The Company maintains general liability and workmen's
                  compensation insurance with the standard industry insurance
                  limits.

                  In October 1993, the U.S. Securities and Exchange Commission
                  (the "SEC") began a private "order of investigation" of the
                  Company. In a letter dated February 14, 1996, the SEC's
                  Central Regional Office ("CRO") informed the Company that it
                  planned to recommend to the SEC that a civil injunctive action
                  for violations of federal securities laws, alleged to have
                  occurred during 1993, be brought against two former Presidents
                  and Directors of the Company, Fred Boethling and Richard
                  Kendall (the "Former Management"), and against the Company
                  itself. During the time frame of the violations alleged by the
                  SEC, no members of the current management of either
                  AmeriResource Group, AmeriResource Technologies, Inc. or
                  Tomahawk were involved in any transactions with the Company or
                  the Company's securities, or in the preparation of any of the
                  Company's disclosure or sales material. The Company was given
                  the opportunity to submit a written statement to the SEC
                  setting forth its positions and arguments concerning the
                  recommendations (a "Wells Submission"). The Company engaged
                  counsel independent of Former Management to prepare its Wells
                  Submission, which was delivered to the SEC on April 21, 1995.
                  On April 30, 1996, the Company submitted documents to the SEC
                  with a request to finalize the settlement of this matter. The
                  SEC informed the Company in October 1997 that no action will
                  be taken against the Company.

                  In February 1996, Imperial Premium Finance filed an action in
                  the Superior Court of the State of California for the County
                  of Los Angeles. This action is for premiums financed for
                  errors and omissions coverage. This matter has been settled by
                  allowing a stipulated judgement in the amount of $60,000. This
                  obligation is recorded in the contingencies and commitments
                  section of the financial statements.

                  On September 16, 1994, Tomahawk filed for protection pursuant
                  to Title 11 of the U.S. Codes under Chapter 11, in the Western
                  District of Missouri, Western Division. A plan of
                  reorganization was filed on or about March 9, 1996 and an
                  Amended Plan of Reorganization on April 29, 1996. The court
                  confirmed the amended plan on August 28, 1996.



                                      F-12

<PAGE>   19


                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


9.       OTHER COMMITMENTS AND CONTINGENCIES (CONTINUED)

                  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 paid $336,000 in exchange
                  for releases of money owed by Tomahawk. Tomahawk has agreed to
                  settle with its bonding company (USF&G) by paying $500,000 for
                  a release of $2,300,000 of bond claims. In addition, Tomahawk
                  has agreed to pay Industrial State Bank the sum of $336,000
                  for release of the Bank's claim on the settlement money.
                  Tomahawk also paid the Internal Revenue Service $22,000 for a
                  release of all liens.

                  In July 1996, a judgement was entered in favor of Lexington
                  Insurance Company in the amount of $39,774 with interest (8%).
                  In December 1997, the court entered an order ordering the
                  Company to appear for a hearing in aid of execution. A hearing
                  date is to be determined. This obligation is recorded as a
                  contingency and commitment.

                  In October 1996, the Internal Revenue Service (IRS) placed
                  liens on the assets of all of the Company's Colorado and
                  California subsidiaries for failure to pay payroll taxes in
                  1996. The Company is several months behind in payment and is
                  attempting to resolve this matter. The total of the liens is
                  approximately $480,000. The Company also faces potential
                  action by the State of Colorado.

                  In February 1996, American Factors Group, L.L.C. (American
                  Factors) filed suit against the Company and certain
                  subsidiaries for breach of contract and fraud in the extension
                  of credit in a factoring agreement. An arbitrator was
                  appointed and a hearing was held in July 1998. On July
                  15,2000, the Company executed a promissory note payable to
                  American Factors in the amount of $490,000. The note is
                  secured by 30,000,000 shares of the Company" common stock,
                  which is being held in escrow by a third party. The stock will
                  be returned to treasure upon payment of the note. This is
                  recorded in the notes payable section of the financial
                  statements.


                                      F-13

<PAGE>   20


                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


9.       OTHER COMMITMENTS AND CONTINGENCIES (CONTINUED)

                  The Company has defaulted upon interest and principal with
                  respect to a promissory note in favor of the Olivia I. Dodge
                  Charitable Remainder Unitrust (the "Dodge Trust") which became
                  due to December 31, 1995. According to the Dodge Trust's
                  attorney, the total due (including interest) as of May 1, 1996
                  is $169,761. This note was settled during 1998 when the
                  Company issued the Dodge Trust 1,959,281 shares of common
                  stock.

                  Anderson & Associates, Inc. (AAI) obtained a judgment against
                  Tomahawk construction in Harris County, Texas in the amount of
                  $3,337. AAI is actively continuing their collection efforts
                  for this note. This obligation is reflected in the accounts
                  payable section of the financial statements.

                  On July 30,1996, Youngblood Enterprises, Inc. obtained a
                  judgment against KLH Engineering Group, Inc. in the State of
                  Colorado. Thereafter, Youngblood Enterprises, Inc. assigned
                  the judgement to Billie Youngblood. On April 8, 1998, Billie
                  Youngblood registered this judgment in the District Court in
                  Johnson County, Kansas. The judgement has been satisfied and
                  has been dismissed.

                  The Company has defaulted upon interest and principal with
                  respect to a $40,819 note in favor of the Roy Lee Johnston
                  Trust (the "Johnston Trust"). The Johnston Trust has received
                  a judgement in its favor but has been unsuccessful in their
                  attempts to collect. This obligation is reflected in the
                  accounts payable section of the financial statements.

                  In January 1997, the Carpenters District Council of Kansas
                  City Pension Fund and certain other plaintiffs (collectively,
                  the "Carpenters Fund") filed a complaint in the United States
                  District Court for the Western District of Missouri against
                  Tomahawk seeking payment of unpaid pension fund and welfare
                  fund benefits and an accounting of the benefits that were to
                  have been paid. Based upon the claims asserted by the
                  Carpenters Fund against United States Fidelity & Guaranty
                  Company, the amount of the unpaid benefits is approximately
                  $4,200. It appears a settlement may occur in the near future
                  which will result in no liability to the Company, therefore no
                  liability has been recorded in the financial statements.


                                      F-14

<PAGE>   21



                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


9.       OTHER COMMITMENTS AND CONTINGENCIES (CONTINUED)

                  In January 1997, the Construction Industry Laborers Pension
                  Fund and certain other plaintiffs (collectively, the
                  "Construction Fund") filed a complaint in the United States
                  District Court for the Western District of Missouri against
                  Tomahawk seeking payment of unpaid pension fund, welfare fund
                  benefits, vacation fund and training fund benefits and an
                  accounting of the benefits that were to have been paid. Based
                  upon the claims asserted by the Construction Fund against
                  United States Fidelity & Guaranty Company, the amount of the
                  unpaid benefits is approximately $41,000. It appears a
                  settlement may occur in the near future which will result in
                  no liability to the Company, therefore no liability has been
                  recorded in the financial statements.

                  In January 1997, the Kansas City Cement Masons Pension Fund
                  and certain other plaintiffs (collectively, the "Cement Fund")
                  filed a complaint in the United States District Court for the
                  Western District of Missouri against Tomahawk seeking payment
                  of unpaid pension fund, welfare fund benefits, vacation fund
                  and training fund benefits and an accounting of the benefits
                  that were to have been paid. Based upon the claims asserted by
                  the Cement Fund against United States Fidelity & Guaranty
                  Company, the amount of the unpaid benefits is approximately
                  $7,700. It appears a settlement may occur in the near future
                  which will result in no liability to the Company, therefore no
                  liability has been recorded in the financial statements.

                  In January 1997, the Mo-Kan Teamsters Pension Fund and certain
                  other plaintiffs (collectively, the "Teamsters Fund") filed a
                  complaint in the United States District Court for the Western
                  District of Missouri against Tomahawk seeking payment of
                  unpaid pension fund, welfare fund benefits, vacation fund and
                  training fund benefits and an accounting of the benefits that
                  were to have been paid. Based upon the claims asserted by the
                  Teamsters Fund against United States Fidelity & Guaranty
                  Company, the amount of the unpaid benefits is approximately
                  $4,200. It appears a settlement may occur in the near future
                  which will result in no liability to the Company, therefore no
                  liability has been recorded in the financial statements.

                  In December 1997, Morthole & Zeppetello (Morthole) commenced
                  action against the Company based upon an alleged failure of
                  the Company to pay under the terms of a promissory note, dated
                  May 3, 1996. The case was dismissed pursuant to a settlement
                  agreement reached by the parties. The Company defaulted on the
                  settlement agreement and a judgement was then entered in the
                  amount of $8,500 plus interest of 10% per annum from May 3,
                  1996 forward and attorney's fees of $1,275. The judgment
                  remains pending, therefore no liability has been recorded in
                  the financial statements.


                                      F-15

<PAGE>   22



                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


9.       OTHER COMMITMENTS AND CONTINGENCIES (CONTINUED)

                  In January 1998, OCI, Inc. commenced an action against the
                  Company for certain temporary services provided for the
                  Company. The amount alleged to be owed is $2,436 plus
                  interest. On December 14, 1998, a settlement was reached
                  between the parties and the Company will pay the sum of $100
                  per month until the principal amount has been paid. This is
                  recorded in the accounts payable section of the financial
                  statements.

                  In August 1998, the City of Greenwood Village (the "City"),
                  Colorado filed a third party complaint against a subsidiary,
                  KLH Engineering of Lakewood. The City alleges that the Company
                  negligently performed inspection services with respect to a
                  drainage system constructed in the City by the developer, KTC.
                  The parties reached a settlement with KTC with no liability to
                  KLH Engineering Group.

                  The Company's subsidiary, KLH Engineers & Constructors, Inc.
                  has defaulted on a promissory note to Thomas Little, a former
                  officer of the subsidiary. The note became due on November 14,
                  1996. The principal amount owed is $17,500 with 10% interest
                  accruing from the date of the note, October 29, 1990. This
                  obligation is reflected in the accounts payable section of the
                  financial statements.

                  In November 1998, an action was filed against the Company in
                  the District Court of Johnson County, Kansas. The plaintiff,
                  Industrial State Bank, claims it is owed for non-payment of a
                  line of credit in the amount of $1,071,000 which matured in
                  August of 1998. The Company filed a counter action against
                  Industrial State Bank for misappropriations of funds. The
                  parties settled this lawsuit during the third quarter of 1999,
                  when a gain on settlement of debt was recorded in financial
                  statements.

                  Lincoln Property Company, N.C, filed an action against a
                  subsidiary, KLH Engineering of San Mateo. This action alleged
                  that the Company negligently provided construction services.
                  In March of 1999, this action was dismissed with no liability
                  to the Company.

                  Lexington Sales Corporation, Ltd. (Lexington) guarantee the
                  convertible debentures issued in the acquisition of Gold
                  Coast. The consideration given to Lexington in this
                  transaction consists of Lexington receiving 10% of the gross
                  proceeds (if and) when the The Travel Agents Hotel Guide
                  either merges or is sold to another party and 20,000,000
                  shares of the Company's stock.

                  On July 11, 2000 the Company reached an agreement with Craft
                  Fridkin & Rhyne in a dispute over fees. The Company issued
                  32,000,000 shares of common stock (S-8) in exchange for legal
                  services of $445,000 owed by the Company.



                                      F-16

<PAGE>   23


                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


10.      MARKETABLE SECURITIES

                  At September 2000 marketable equity securities are stated at
                  their lower of aggregate cost or market value. The Company has
                  marketable securities available for sale. No other investments
                  in trading or held-to-maturity marketable securities exist as
                  of September 30, 2000.

                  Marketable securities available for sale at September 30,
                  2000:

                  6,054,500 shares of common stock,
                  Kelly's Coffee Group, Inc.                         $  181,750

                  125,526 shares of restricted common stock,
                  Oasis Hotels and Casino International
                  (formerly Flexweight Corporation)                      57,893
                                                                     ----------

                  Total marketable securities                        $  239,643
                                                                     ==========


11.      GOING CONCERN UNCERTAINTY

                  The accompanying financial statements have been prepared in
                  conformity with principles of accounting applicable to a going
                  concern, which contemplates the realization of assets and the
                  liquidation of liabilities in the normal course of business.
                  The Company has incurred continuing losses and has not yet
                  generated sufficient working capital to support its
                  operations. The Company's ability to continue as a going
                  concern is dependent, among other things, on its ability to
                  reduce certain costs, obtain new contracts and additional
                  financing and eventually, attaining a profitable level of
                  operations.

                  It is management's opinion that the going concern basis of
                  reporting its financial condition and results of operations is
                  appropriate at this time. The Company plans to increase cash
                  flows and take steps towards achieving profitable operations
                  through the sale or closure of unprofitable operations, and
                  through the merger with or acquisition of profitable
                  operations.


12.      BANKRUPTCY PROCEEDINGS OF SUBSIDIARY

                  On September 16, 1994, Tomahawk filed for protection pursuant
                  to Title 11 of the U.S. Code under Chapter 11, in the Western
                  District of Missouri. On August 28, 1995 the court confirmed
                  the Company's amended plan of reorganization. The plan
                  provides for payment of claims through the continued
                  operations of the Company, and contingent upon the collection
                  of receivables on completed projects. The Company has
                  reclassified various payables into long-term debt relative to
                  these claims in the amount of $464,643.



                                      F-17

<PAGE>   24



                                INDEX TO EXHIBITS

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



<TABLE>
<CAPTION>
EXHIBIT           PAGE
NO.               NO.               DESCRIPTION
---               ---               -----------
<S>               <C>               <C>

3.1               *                 Articles of Incorporation

3.2               *                 Bylaws.

27                6                 Financial Data Schedule for the quarter ending June 30, 2000.
</TABLE>



                                       5