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 June 30, 2002.

[ ]   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.)

              3430 Russell Road, Suite 310, Las Vegas, Nevada 89120
              -----------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (702) 362-9284
                                 --------------
                (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 August 12, 2002, there were 35,412,194 outstanding shares of the
issuer's common stock, par value $0.0001.


<PAGE>


                              TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION...............................................1

      ITEM 1.     Financial Statements.......................................1

      ITEM 2.     Management's Discussion & Analysis of Financial Condition
                  and Results of Operations..................................2

PART II - OTHER INFORMATION..................................................4

      ITEM 1.     Legal Proceedings..........................................4

      ITEM 6.     Exhibits and Reports on Form 8-K...........................5

INDEX TO EXHIBITS............................................................7



<PAGE>


                        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
June 30, 2002, 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 periods of the preceding year are attached hereto
beginning on Page F-1 and are incorporated herein by this reference.

      The consolidated financial statements for the Company included herein are
unaudited but reflect, in management's opinion, all adjustments, consisting only
of normal recurring adjustments, that are necessary for a fair presentation of
the Company's financial position and the results of its operations for the
interim periods presented. Because of the nature of the Company's business, the
results of operations for the three months ended June 30, 2002 are not
necessarily indicative of the results that may be expected for the full fiscal
year. The financial statements included herein should be read in conjunction
with the financial statements and notes thereto included in the Form 10-KSB for
the year ended December 31, 2001.









                                      1

<PAGE>

                        AMERIRESOURCE TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets


                                   A S S E T S

                                                        June 30,    December 31,
                                                          2002         2001
                                                      ------------  -----------
Current Assets:
    Cash and Cash Equivalents                          $        -    $       -
    Account Receivable, Net                                              73,699
    Notes receivable - other                                86,938       74,503
    Inventory                                              227,490      241,293
                                                      ------------  -----------
          Total Current Assets                             314,428      389,495

Fixed Assets:
    Leasehold Improvements                                   6,230        6,230
    Land                                                    60,000       60,000
    Buildings and Other Fixed Assets                       184,300      172,900
    Accumulated Depreciation                               (12,640)     (12,627)
                                                      ------------  -----------
          Net Fixed Assets                                 237,890      226,503

Other Assets:
    Oil & Gas Property                                   1,700,000    1,700,000
    Investment in Prime Enterprises                             -       233,330
    Marketable securities                                      621       16,950
                                                      ------------  -----------
          Total Other Assets                             1,700,621    1,950,280
                                                      ------------  -----------
          Total Assets                                 $ 2,252,939   $2,566,278
                                                      ============  ===========












The accompanying notes are an integral part of Consolidated Financial
Statements.


                                     F-1

<PAGE>


                        AMERIRESOURCE TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets

        L I A B I L I T I E S and S T O C K H O L D E R S' D E F I C I T

                                                        June 30,    December 31,
                                                          2001         2000
                                                      ------------  -----------
Current Liabilities
    Overdraft Cash Account                                  15,751        9,464
    Accounts payable:
       Trade                                           $   374,925   $  397,799
       Related Party                                        70,413       70,413
    Notes payable -related party                           732,729    1,033,630
    Notes payable -Other                                   745,643      613,143
    Accrued payroll and related expenses                   331,790      431,755
    Unearned Income                                         36,283           -
    Accrued interest:
       Related Party                                       325,036      306,623
       Other                                               392,416      387,182
    Income Tax Payable                                      17,285       17,285
                                                      ------------  -----------
          Total Current Liabilities                      3,042,271    3,267,294

Long Term Liabilities:
    Notes Payable                                          745,643      775,335
    Less: Current Portion                                 (745,643)    (613,143)
                                                      ------------  -----------
          Total Long Term Liabilities                           -       162,192
Other Liabilities:
    Convertible debentures                                      -            -
    Commitments and contingencies                          105,000      105,000
                                                      ------------  -----------
          Total Other Liabilities                          105,000      105,000
                                                      ------------  -----------
          Total Liabilities                            $ 3,147,271   $3,534,486
                                                      ------------  -----------

Stockholders' deficit
    Preferred stock $.001 par value; authorized
      10,000,000 shares; issued and outstanding,
      2,079,621 and 329,621 shares                     $     2,080   $      330
    Common Stock, $.0001 par value; 1,000,000,000
      authorized shares; issued and outstanding,
      26,737,194 and 9,853,933 shares                        2,674          985
    Additional paid-in capital                          14,163,189   13,744,332
    Accumulated deficit                                (15,062,275) (14,538,838)
    Accumulated other comprehensive loss                        -      (175,017)
                                                      ------------  -----------
          Total Stockholders' Deficit                     (894,332)    (968,208)
                                                      ------------  -----------
          Total Liabilities and Stockholders' Equity     2,252,939    2,566,278
                                                      ============  ===========


The accompanying notes are an integral part of Consolidated Financial
Statements.

                                      F-2
<PAGE>

                        AMERIRESOURCE TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                      Consolidated Statement of Operations
<TABLE>
<CAPTION>
                                         For the quarter ended      For the six months ended
                                                June 30,                    June 30,
                                       --------------------------  --------------------------
                                           2002          2001          2002          2001
                                       ------------  ------------  ------------  ------------
      <S>                                   <C>           <C>           <C>           <C>
Net service income                      $   140,948   $        -    $   333,145   $        -

Operating expenses
    General and administrative expenses     169,370        50,172       435,310       190,949
    Consulting                               28,900       156,396       105,800            -
    Employee Salaries & Bonuses              37,849         4,379        72,848       479,379
                                       ------------  ------------  ------------  ------------
        Operating loss                      (95,171)     (210,947)     (280,813)     (670,328)

Other Income (Expense):
    Gain on extinguishment of debt               -      3,366,460            -      3,366,460
    Interest income                              -             -             -          2,850
    Interest expense                        (46,217)      (22,542)      (69,864)     (104,814)
    Gain (loss) on marketable securities   (173,916)       75,022      (172,760)       75,022
                                       ------------  ------------  ------------  ------------
        Total other income (expense)       (220,133)    3,418,940      (242,624)    3,339,518

Net Income (loss) before income tax        (315,304)    3,207,993      (523,437)    2,669,190

Income Tax Provision                             -             -             -             -
                                       ------------  ------------  ------------  ------------
Net Income (loss)                          (315,304)    3,207,993      (523,437)    2,669,190
                                       ============  ============  ============  ============
Earnings per share                            (0.03)         0.39         (0.05)         0.32
                                       ============  ============  ============  ============
Weighted average common shares           12,391,954     8,267,533    11,122,944     8,267,533
outstanding                            ============  ============  ============  ============

</TABLE>








The accompanying notes are an integral part of Consolidated Financial
Statements.

                                           F-3

<PAGE>

                        AMERIRESOURCE TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                      Consolidated Statement of Cash Flows

                                                       For the six months ended
                                                               June 30
                                                      --------------------------
                                                         2002           2001
                                                      -----------   ------------

Reconciliation of net loss provided by (used in) operating activities:

    Net income (loss) after extraordinary loss         $ (523,437)   $2,669,190

    Non-cash items:
       Depreciation                                            13            26
       Non-cash services through issuance of stock         34,000       665,500
       Gain/(Loss) on sale of marketable securities       174,537       (75,022)

    Changes in assets affecting operations (increase) / decrease
       Inventory                                           13,803            -
       Account Receivable                                  73,699            -
       Note Receivable                                    (12,435)           -
       Other receivables                                       -         (9,910)

    Changes in liabilities affecting operations increase / (decrease)
       Accounts payable                                   (22,874)           -
       Accrued payroll expenses                           (99,965)           -
       Unearned income                                     36,283            -
       Accrued interest                                    23,647            -
       Other current liabilities                               -        (69,707)
                                                      -----------   ------------
Net cash provided by (used in) operating activities      (302,729)    3,180,077

Cash flows from investing activities:
    Purchase of Fixed Assets                              (11,400)       (6,230)
    Reduction of Investment in Prime Enterprises          233,330             0
    Proceeds from sale of marketable securities             9,293        81,273
                                                      -----------   ------------
Net cash provided by (used in) investing activities        231,223       75,043

Cash flows from financing activities:
    Gain on extinguishment of debt                              -    (3,350,000)
    Proceeds from borrowing                               132,500       234,360
    Repayment of debt                                     (66,660)     (130,000)
                                                      -----------   ------------
Net cash provided by (used in) financing activities        65,840    (3,245,640)

Increase (decrease) in cash                             $  (5,666)    $   9,480
                                                      ===========   ============
Cash- beginning period                                  $  (9,464)    $  13,447
                                                      ===========   ============
Cash- end of period                                     $ (15,130)    $  22,927
                                                      ===========   ============



The accompanying notes are an integral part of Consolidated Financial
Statements.

                                     F-4

<PAGE>

              AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                        NOTES TO FINANCIAL STATEMENTS
                                June 30, 2002
                                  (Unaudited)

NOTE 1 - DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES

AmeriResource Technologies, Inc., formerly known as KLH Engineering Group, Inc
(the Management Company), a Delaware corporation, was incorporated March 3, 1989
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.

On September 26, 2001, the Company acquired all the outstanding stock of Jim
Butler Performance, Inc. (Jim Butler) in exchange for 1,000,000 shares of common
stock valued at $450,000. Jim Butler manufactures custom high end engines for
the racing industry specializing in Pontiac engines and distributes a line of
associated parts.

NOTE 2 - BASIS OF PRESENTATION

The unaudited financial statements included herein have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 301(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The December 31, 2001 Consolidated Balance Sheet was
derived from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles. Certain information and
note disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations relating to interim consolidated
financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and six months ended June 30, 2002 and 2001 are
not necessarily indicative of the results that may be expected for the fiscal
years ended December 31, 2002. For further information, the statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's registration statement on Form 10-KSB.

Principles of consolidation

The consolidated financial statements include the combined accounts of
AmeriResource Technologies, Inc., Jim Butler Performance, Inc., West Texas Real
Estate & Resources, Inc. and Tomahawk Construction Company.  All material
inter-company transactions and accounts have been eliminated in consolidation.

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
anti-dilutive.

NOTE 3 - ACQUISITIONS

On September 26, 2001, AmeriResource Technologies, Inc. (the "Company") executed
an acquisition agreement ("Acquisition Agreement") with Wasatch Business
Investors, Inc., a Utah corporation ("WBI") and Covah, LLC, a Utah limited
liability company ("Covah"). Pursuant to the Acquisition Agreement, WBI, as
agent for Covah, agreed to sell and transfer one hundred percent (100%) of Jim
Butler Performance, Inc.,

                                     F-5

<PAGE>


a Tennessee corporation ("JBP"), to the Company in exchange for One Million
(1,000,000) shares (the "Shares") of the Company's common stock, par value
$0.0001 ("Common Stock"), with Seven and Fifty Thousand (750,000) Shares being
issued to Covah and the remaining Two Hundred Five Thousand (250,000) Shares
being issued to WBI. The amount of Shares was determined by the closing trading
price of the Common Stock for September 25, 2001. Pursuant to a Stock Option
Agreement ("Option Agreement") executed by and between the Company and WBI on
the same date, the Company granted an option to WBI to purchase Five Hundred
Thousand (500,000) shares of Common Stock at an exercise price equal to the
average closing trading price of the Common Stock for thirty (30) days prior to
the date of closing the acquisition of JBP. The Company executed a promissory
note ("Note") on the same date to pay WBI Three Hundred Fifty Thousand dollars
($350,000) over a term of one year with interest accruing at the annual rate of
seven percent (7%). The promissory note can be converted to stock upon mutual
consent of both parties.

The following table summarizes the estimated fair value of the assets of the
assets acquired and liabilities assumed at the date of acquisition:

            Accounts Receivable     $   82,146
            Inventory                  316,306
            Building                   172,900
            Land                        60,000
            Goodwill                    15,223
            Accounts Payable        (  196,575)
                                    -----------
            Net Assets Acquired     $  450,000
                                    ===========

Of the $15,223 of acquired goodwill, all is being assigned to customer lists and
name identification. The goodwill will be reviewed annually and amortized over
an expected life of between 3 to 5 years.

NOTE 4 - STOCKHOLDERS' EQUITY

Options

During 2000, the Company issued options to an officer to purchase 30,000 shares
of common stock at $.01 per share in exchange for services. These options expire
on July 1, 2002. During 2001, 100,000 shares were issued as a result of the
exercise of these options.

As part of the acquisition of Jim Butler Inc., the Company issued 500,000
options with an exercise price of 75% of the average closing price over the
preceding 90 days. These options expire on September 25, 2004. The Company also
issued 1,500,000 options with an exercise price of 75% of the average closing
price over the preceding 90 days. The options will be issued for every one
million in gross sales added to the Company's gross revenue WBI would be granted
thirty thousand in option shares. These options expire on September 25, 2004.

Common stock

The Company increased its authorized shares from 500,000,000 to 1,000,000,000
during 1999. In February of 2002, the Company approved a 100 for 1 reverse stock
split. The shares are shown after the reverse stock split. During the second
quarter of 2002, the Company issued the following shares of common stock:

      2,700,000 shares of common stock were issued for director's fees for
      services performed during the last six months of 2001 and the first six
      months of 2002. These shares were valued at $27,000.

      700,000 shares of common stock were issued for legal services valued at
      $7,000. These shares were valued at $.01 per share.



                                     F-6
<PAGE>


      100,000 shares were issued to a debtor in exchange for an extension of the
      note until September 30, 2002.

      13,885,000 shares were issued to the principal shareholder in exchange for
      a debt reduction of $277,000 in the note payable owed to him by the
      Company. The shares were valued at $.02 per share.

Preferred stock

The Company has currently designated 10,000,000 shares of their authorized
preferred stock to Series A Convertible Preferred Stock and an additional
10,000,000 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.

On February 22, 2002, the Company filed a "Certificate of Designation" with the
Secretary of State with the State of Delaware to designate 1,000,000 shares of
its Preferred Stock as "Series C Preferred Stock". Each share of the Series C
Stock shall be convertible into common stock of the Company based on the stated
value of the $2.00 divided by 50% of the average closing price of the Common
Stock on five business days preceding the date of conversion. Each share of the
outstanding Series C Preferred shall be redeemable by the Corporation at any
time at the redemption price. The redemption price shall equal $2.00 per share
with interest of 8% per annum. The holders of the Series C shall be entitled to
receive $2.00 per share before the holders of common stock or any junior
securities receive any amount as a result of liquidation.

On February 22, 2002, the Company filed a "Certificate of Designation" with the
Secretary of State with the State of Delaware to designate 750,000 shares of its
Preferred Stock as "Series D Preferred Stock". Each share of the Series D Stock
shall be convertible into one share of common stock of the Company. Each share
of the outstanding Series D Preferred shall be redeemable by the Corporation at
any time at the redemption price. The redemption price shall equal $.001 per
share with interest of 8% per annum. The holders of the Series D shall be
entitled to receive $.001 per share before the holders of common stock or any
junior securities receive any amount as a result of liquidation.

Delmar Janovec, President & CEO, exchanged the interest owed to him on the
dividends in the approximate amount of $2,000,000 for the new class of Series C
Preferred Stock that was approved by the Board of Directors on January 31, 2002.

Rod Clawson and Art Malone were issued 500,000 and 250,000 shares of the Series
D Preferred Stock for consulting services relating to their activities as being
directors. The shares are being shown with a value of $75,000. The shares of
Series D Preferred Stock issued to Art Malone were cancelled in the first part
of June 2002 when Malone resigned as a director.






                                     F-7

<PAGE>

NOTE 5 - NOTES RECEIVABLE

   The Company had the following notes receivable:

      Notes receivable from Nevstar, bearing interest at 8%,
         due on demand.                                                 16,650

      Note receivable from Wasatch Business, Inc., non-interest
      bearing, due on demand.                                           82,041

      Notes 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.                                                18,000
                                                                    -----------
         Total Notes Receivable - Other                                 86,938

         Less current portion                                          (86,938)
                                                                    -----------
         Total Notes Receivable                                     $       -
                                                                    ===========

NOTE 6- NOTE PAYABLE

   The Company had the following notes payable:

   Related Party:
      Note payable to David Butler, unsecured, bears interest
         at 8%, and is due on demand                                    50,000

      Note payable to an officer, unsecured.  Note bears
      interest at 8% and are due on demand.                            682,729
                                                                    -----------
         Total notes payable - related parties                         732,729

         Less current portion                                         (732,729)
                                                                    -----------
         Long-term portion                                          $       -
                                                                    ===========
   Others:
      Note dated August 2, 2000, payable to American Factors,
         secured by 30,000,000 shares of the Company's common
         stock. The note bears interest at 9% and has been
         modified, verbally, with payments of no less than
         $20,000 per month. However, the Company is in discussions
         with AFG, to renegotiate the balance and terms of
         this note.                                                    281,000

         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
                                                                    -----------
            Total notes payable                                        745,643

            Less current portion                                      (745,643)
                                                                    -----------
            Long-term portion                                       $       -
                                                                    ===========

                                     F-8

<PAGE>

      Maturities of notes payable at June 30, 2002, are as follows:

            2002        $   585,451
            2003            130,000
            2004             30,192
            2005                 --
            Thereafter           --
                        -----------
                        $   745,643
                        ===========

NOTE 7 - 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.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

The Company, from time to time, may be subject to legal proceedings and claims
that arise in the ordinary course of its business. Currently, the Company is
subject to the legal proceedings or other claims as noted under Part II, Item 1
of the Form 10QSB for the period ended June 30, 2002. Due to the nature of the
Company's business, the Company has historically been able to procure general
liability and workmen's compensation insurance, but there can be no assurance
such insurance will be adequate or that it will be renewable or remain available
in the future.

Although there are some contingencies that exist with the Company and its
subsidiaries, there are no new contingencies that have occurred since the last
year-end.

                                     F-9

<PAGE>


ITEM 2.     MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

Forward-Looking Statements

      The following discussion and analysis should be read in conjunction with
the financial statements and notes thereto appearing elsewhere herein. Except
for historical information contained herein, certain statements herein are
forward-looking statements that are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. For this purpose, any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. These statements relate to future
events or to our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential," or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially. There are a number of factors that could cause the Company's
actual results to differ materially from those indicated by such forward-looking
statements.

      This discussion contains forward-looking statements which involve the
acquisition of technology, and the Company's financial position, business
strategy and other plans and objectives for future operations. Although the
Company believes that the expectations reflected in the forward-looking
statements are reasonable, there can be no assurance that the actual results or
developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected effects on its business
or operations. Moreover, the Company does not assume responsibility for the
accuracy and completeness of such statements. The Company is under no duty to
update any of the forward-looking statements after the date of this report to
conform such statements to actual results.

General

      The Company's operations for the second quarter of 2002 were conducted
through its wholly owned subsidiaries Jim Butler Performance ("JBP") and West
Texas Real Estate & Resources, Inc. ("WTRER"), and through its minority interest
in Prime Enterprises 2001, LLC ("Prime").

      JBP concentrated on its core business of manufacturing high end racing
engines and the research for the development of potential new product lines as
well as expanding the functionality of its existing website,
www.jbp-pontiac.com, which is still under minor construction. The website will
have a link to a full inventory of parts that can be purchased on line, as well
as a calendar of upcoming events and a technical section that will allow JBP's
management to answer questions from the car enthusiasts and/or hobbyists. The
link for the website should be completed within the next thirty (30) days.

      WTRER's business operations in the second quarter consisted primarily of
analyzing the viability of drilling additional wells and deepening the existing
wells on its oil, gas and mineral lease in Pecos County, Texas.

      Prime's sole acquisition is the Golden Steer Restaurant which has been in
business since 1958 and is one of the oldest steak restaurants in Las Vegas.
Prime continues to look for other acquisitions in the restaurant industry in Las
Vegas as well as outside the State of Nevada. On July 1, 2002, the Company's
president, Delmar Janovec, acquired the Company's 9% interest in Prime
Enterprises 2001, LLC, in exchange for the extinguishment of a debt in the
amount of $233,330 that was owed to him by the Company.





                                      2

<PAGE>


      The Company continues to search for viable business operations to acquire
or merge with in order to increase the Company's revenues and profitability. The
Company has received unsolicited offers concerning the sale of its subsidiaries
and although it has not received an offer on any of its subsidiaries which the
Company deems acceptable, it will continue to entertain offers to sell some or
all of its subsidiaries in an attempt to generate profitability.

Results of Operations

      The following discussion should be read in conjunction with the audited
financial statements and notes thereto included in our annual report on Form
10-KSB for the fiscal year ended December 31, 2001; and should further be read
in conjunction with the financial statements included in this report.
Comparisons made between reporting periods herein are for the six month period
ended June 30, 2002 as compared to that period in 2001, and for the three month
period ended June 30, 2002 as compared to the same period in 2001.

      Revenue from the operations of the Company's wholly owned subsidiary, JBP,
of $140,948 was realized during the second quarter of 2002. The Company did not
generate any revenue during the three months ended June 30, 2001. JBP's revenues
for the six month period ended June 30, 2002 were $333,145 as compared to $0 for
the same period in 2001.

      Although consulting expenses decreased from $156,396 for the quarter ended
June 30, 2001 to $28,900 for the same period in 2002, general and administrative
expenses as well as employees salaries and bonuses primarily related to the
operations of JBP increased in the second quarter of 2002. Thus, despite the
addition of JBP's operating expenses, the Company's total operating expenses for
the quarter ended June 30, 2002 increased only slightly to $236,119 from
$210,947 for the quarter ended June 30, 2001.

      General and administrative expenses for the six months ended June 30, 2002
increased to $435,310 from $190,949 for the same period in 2001, and consulting
expenses increased by $105,800. However, employee salaries and bonuses decreased
significantly from $479,379 for the six months ended June 30, 2001 to $72,848
for the same period in 2002. As a result, total operating expenses for the six
month period ended June 30, 2002 decreased to $613,958 from $670,328 for the six
months ended June 30, 2001.

      The Company experienced a net loss of $315,304 for the three months ended
June 30, 2002, as compared to net income of $3,207,993 for the same period in
2001. The majority of the net income realized in the second quarter of 2001 was
attributable to a gain on extinguishment of debt in the amount of $3,366,460.

      A net loss of $523,437 was experienced by the Company for the six month
period ended June 30, 2002 as compared to net income of $2,669,190 for the same
period in 2001. As a result, the earnings per share decreased from $0.32 per
share for the six months ended June 30, 2001 to $0.05 per share for the six
months ended June 30, 2002. Again, the majority of the net income realized in
the first six months of 2001 was attributable to a gain on extinguishment of
debt in the amount of $3,366,460.

Liquidity and Capital Resources

      Net cash used in operating activities decreased from $3,180,077 for the
six months ended June 30, 2001 to $302,729 for the same period in 2002. There
was $65,840 used in, or provided by, financing activities for the first six
months of 2002 as compared to $3,245,640 used in net financing activities in the
same period in 2001.

      The Company has relied upon its chief executive officer for its capital
requirements and liquidity. The Company has had recurring losses, which raises
substantial doubt about the Company's ability to continue as a going concern.
Management's plans with respect to these matters include raising additional

                                      3

<PAGE>

working capital through equity or debt financing and ultimately achieving
profitable operations. The accompanying financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as
a going concern.

                         PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

      Orix Real Estate Capital Markets, LLC, as the Special Servicer for Finova
Realty Capital, Inc. v. Magnolia Manors Properties, LLC, et al., Case No.
CV-01-3086-SH, was filed in Montgomery County, Alabama in May 2000 by Orix Real
Estate Capital Markets, LLC ("Orix") as the Special Servicer for Finova Realty
Capital, Inc. alleging that Magnolia Manors Properties, LLC defaulted on the
provisions of a promissory note to Finova Realty Capital, Inc. by which it
promised to repay $9,280,000. This lawsuit alleged that because the Company had
been, between December 23, 1999 and February 27, 2001, in negotiations to merge
or acquire the assets of Magnolia Manors Properties, LLC that it has bound
itself to certain provisions of these loan documents. On January 25, 2002, the
Company and Delmar Janovec filed a Motion for Summary Judgment asking the court
to enter an order granting judgment in their favor on all claims asserted
against them. This motion was granted by the court on March 29, 2002. On June
26, 2002, Orix filed an appeal in the Alabama Supreme Court which suit is still
pending.

      American Factors Group, L.L.C. vs. AmeriResource Technologies, Inc., et
al. was filed in the United States District Court, District of New Jersey, Case
Number 3:97cv01094(GEB). In February 2000, the parties stipulated to the
dismissal of certain claims in this suit with prejudice. This stipulation
dismissed all of the claims in this suit except for the claims against
defendants Rod Clawson, Michael Cederstrom and Tim Masters.  These remaining
claims were resolved pursuant to a Settlement Agreement which has been
subsequently amended.

      The Settlement Agreement provided for the payment by the Company and
Delmar Janovec ("Janovec") of certain obligations and judgments entered against
the defendants. An Addendum dated August 10, 2000 was executed to modify certain
terms of the repayment schedule. As the Company and Janovec were unable to meet
the terms of repayment set forth in the Addendum, a Second Addendum was executed
in the first quarter of 2002 to modify the repayment conditions as follows:

      o     the interest rate and all other penalties and late charges assessed
            on the outstanding obligation of $308,692.08 owed by Janovec and the
            Company shall be fifteen percent (15%) until the obligation is paid
            in full on or before March 31, 2002;

      o     the repayment schedule shall be weekly payments of not less than
            $2,500, with repayments increasing in the event the price of the
            Company's Common Stock increases;

      o     to the extent the Company secures a line of credit through vSource1
            and receives any investor monies, American Factors Group, L.L.C.
            ("AFG") shall receive fifty percent (50%) of any such monies; and

      o     the Company shall issue to AFG one hundred thousand (100,000) shares
            of the Company's Common Stock in consideration of the modification
            of the repayment conditions.

      As the Company's Common Stock reaches the specific prices stated in the
repayment schedule, Delmar Janovec, the Company's president, has agreed to sell
his personal shares of the Company's Common Stock to make the scheduled payment.
In the event the Company's Common Stock does not reach the specified prices, AFG
has agreed to continue extending the payment deadline for an additional thirty
(30) days in exchange for the issuance of 100,000 restricted shares of the
Company's Common Stock.

                                      4

<PAGE>


      Internal Revenue Service Issue. The IRS and the Company have been trying
to resolve outstanding issues through an appointed agent during 2000 for the
taxes created by the previous engineering subsidiaries during the close down
phases of the offices and was not successful in reaching a resolution with the
IRS. On or about January 16, 2001, the IRS notified Rod Clawson, a director of
the Company and the former President of the engineering subsidiaries, that the
IRS was filing a lien against him, personally, for the payment of taxes.
Subsequently, several meetings were held and an agreement was reached on or
about March 22, 2001 with the IRS whereby Clawson will pay $50,000 per month
until approximately $282,000, constituting principal and interest, is paid off
in its entirety. Mr. Clawson has made payments of approximately $80,000 to date.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits required to be attached by Item 601 of Regulation S-B are
            listed in the Index to Exhibits beginning on page 7 of this Form
            10-QSB, which is incorporated herein by reference.

      (b)   No reports on Form 8-K were filed on the Company's behalf during the
            quarter ended June 30, 2002.








                                      5
<PAGE>


                                  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: August 13, 2002



                                      6

<PAGE>


                              INDEX TO EXHIBITS

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


EXHIBIT     PAGE
NO.         NO.         DESCRIPTION

3.1         *           Articles  of  Incorporation

3.2         *           Bylaws

99.1        8           Certification Pursuant to 18 U.S.C. Section 1350, as
                        Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002







                                      7

<PAGE>


Exhibit 99.1

                            Certification Pursuant to
                  18 USC, Section 1350, as Adopted Pursuant to
             Sections 302 and 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of AmeriResource Technologies, Inc. (the
"Company") on Form 10-QSB for the quarter ended June 30, 2002 (the "Report"),
as filed with the Securities and Exchange Commission, on the date hereof, I,
Delmar A. Janovec, as Chief Executive Officer of the Company and the person
performing functions similar to that of a Chief Financial Officer of the
Company, certify to the best of my knowledge, pursuant to 18 USC 1350, as
adopted pursuant to ss.302 and promulgated as 18 USC 1350 pursuant to ss.906 of
the Sarbanes-Oxley Act of 2002, that:

1.    The Report referenced above has been read and reviewed by the undersigned.

2. The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934.

3. The Report referenced above does not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which such statements were
made, not misleading.

4. I acknowledge that the management of the Company is solely responsible for
the fair presentation in the financial statements of the financial position,
results of operations and cash flows of the Company in conformity with
accounting principles generally accepted in the United States of America.

      Based upon my knowledge, the financial statements, and other such
      financial information included in the report, fairly present the financial
      condition and results of operations of the Company as of and for the
      period ended June 30, 2002.

      In my opinion, the accompanying interim financial statements, prepared in
      accordance with the instructions for Form 10-QSB, are unaudited and
      contain all material adjustments, consisting only of normal recurring
      adjustments necessary to present fairly the financial condition, results
      of operations and cash flows of the Company for the respective interim
      periods presented. The current period results of operations are not
      necessarily indicative of results which ultimately will be reported for
      the full fiscal year ending December 31, 2002.

      Additionally, I acknowledge that the Company's Board of Directors and
      Management are solely responsible for adopting sound accounting practices,
      establishing and maintaining a system of internal control and preventing
      and detecting fraud. The Company's system of internal accounting control
      is designed to assure, among other items, that 1) recorded transactions
      are valid; 2) valid transactions are recorded; and 3) transactions are
      recorded in the proper period in a timely manner to produce financial
      statements which present fairly the financial condition, results of
      operations and cash flows of the Company for the respective periods being
      presented.


/s/ Delmar Janovec
---------------------------------------
Delmar A. Janovec
Chief Executive Officer

Dated: August 13, 2002


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