SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB/A


(Mark One)

[X] Quarterly  report under Section 13 or 15(d) of the  Securities  and Exchange
Act of 1934 for the quarterly period ended June 30, 1998

[ ] Transitional  report for Section 13 or 15(d) of the  Securities and Exchange
Act of for the transaction period from to .

         Commission file number 0-20033


                        AMERIRESOURCES TECHNOLOGIES, INC.
        (Exact name of small business issuer as specified in its charter)


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


                    8815 E. Long Street Lenexa, Kansas 66215
               (Address of Principal Executive Offices) (Zip Code)


                                 (913) 859-9292
                           (Issuer's telephone number)


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


                                                Yes  X   No


         The number of shares  outstanding  shares of the issuer's  common stock
$0.0001 par value (the only class of voting  stock),  as of August 19, 1998, was
220,149,781.


<PAGE>


                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS................................................. 3

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS..................................4


                                     PART II

ITEM 1.  LEGAL PROCEEDINGS.....................................................7

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.......................................7

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


SIGNATURES.....................................................................9

INDEX TO EXHIBITS.............................................................10











                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


                                        2

<PAGE>

                                     PART I

ITEM 1.           FINANCIAL STATEMENTS


         As  used   herein,   the  term   "Company"   refers  to   AmeriResource
Technologies,   Inc.,  a  Delaware   corporation,   and  its   subsidiaries  and
predecessors  unless otherwise  indicated.  Consolidated,  unaudited,  condensed
interim financial statements including a balance sheet for the Company as of the
quarter  ended June 30,  1998,  and  statements  of  operations,  statements  of
shareholders  equity and  statements of cash flows for the interim  period up to
the date of such balance sheet and the  comparable  period of the preceding year
are attached hereto as Pages F-1 through F-6 and are incorporated herein by this
reference.










                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY.]



                                        3
<PAGE>

                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Condensed Balance Sheet
                                  June 30, 1998

ASSETS

Current Assets:
     Cash and cash equivalents ..............................       $       234
     Receivables:
         Trade ..............................................           730,285
         Related party ......................................            14,471
         Notes receivable - related party ...................           332,904
         Notes receivable - other ...........................            75,000
         Other receivables ..................................           193,000
         Allowance for doubtful accounts ....................          (583,855)
                                                                    -----------

            Net receivables .................................           762,039

     Prepaid insurance and other current assets .............            50,249
                                                                    -----------

               Total current assets .........................           812,288

Property, Plant and Equipment - Net .........................            20,384

Other Assets
     Marketable securities ..................................           189,357
                                                                    -----------

Total Assets ................................................       $ 1,022,029
                                                                    ===========

                                      F-1
<PAGE>
                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Condensed Balance Sheet
                                  June 30, 1998

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts payable:
            Trade ..........................................        $   634,213
            Related party ..................................             69,126
     Current portion of long-term debt:
            Related party ..................................            552,849
            Other ..........................................            255,769
     Accrued payroll and related ...........................            646,907
     Accrued interest:
         Related party .....................................             97,473
         Other .............................................             77,760
     Income tax payable ....................................             35,960
                                                                    -----------

            Total Current Liabilities ......................          2,370,057

Long-Term Debt: Net of current portion .....................          1,680,939

Commitments and Contingencies ..............................            105,000
                                                                    -----------

            Total Liabilities ..............................        $ 4,155,996

STOCKHOLDERS' EQUITY

Preferred stock, $.001 par value;
  authorized 10,000,000 shares;
  Series A, issued and outstanding,
  3,089,621 shares authorized ..............................              3,090
Common stock, $.0001 par value;
  authorized, 500,000,000 shares;
  issued and outstanding, 217,249,540 shares ...............             21,724
Additional paid-in capital .................................          6,532,257
Common stock held in treasury;
  3,600 shares at cost .....................................             (5,625)
Accumulated deficit ........................................         (9,685,413)
                                                                    -----------

Total Stockholders' Equity .................................        $(3,133,967)
                                                                    -----------

Total Liabilities and Stockholders' Equity .................        $ 1,022,029
                                                                    ===========


                                      F-2
<PAGE>
                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Unaudited Consolidated Condensed Statements of Operations
                 For the Six Months Ended June 30, 1998 and 1997

                                              Three Months           Six Months
                                                  Ended                Ended
                                                 June 30,              June 30,
                                                  1998                  1998
                                            -----------------     --------------

Net service income .......................   $        --      $        --
Operating expenses .......................            --               --
General and administrative expenses ......          62,630           73,591
Loss from sold and closed subsidiaries ...            --               --
                                                 -----------         -----------
     Operating loss ......................         (62,630)         (73,591)

Net loss before income tax ...............         (62,630)         (73,591)
Income tax provision .....................            --               --
                                                 -----------         -----------

Net loss .................................         (62,630)         (73,591)

Net loss per common share ................   $       (0.00)    $      (0.00)

Weighted average common shares outstanding     199,570,961      181,892,382


                                      F-3
<PAGE>

                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
       Unaudited Consolidated Condensed Statement of Stockholders' Equity
                     For the Six Months Ended June 30, 1998

<TABLE>
<CAPTION>

                                                    $.0001 Par Value                    $.0001 Par Value
                                                      Common Stock                      Preferred Stock
                                          Number                                    Additional
                                        Accumulated                Number             Paid-In    Treasury
                                         of Shares       Amount   of Shares  Amount   Capital     Stock      Deficit        Total
                                        -------------   --------  --------- -------- ----------  --------  ----------     ---------

<S>                                     <C>            <C>       <C>       <C>     <C>          <C>       <C>          <C>         
Balance at December 31, 1997 .........   164,213,803    $ 16,420  3,089,621 $ 3,090 $ 6,348,204  $ (5,625) $(9,611,822) $(3,249,733)

Issued shares in exchange for
  shares of Flexweight Corporation ...    16,257,166       1,626                        160,946                             162,572

Issued shares in exchange for
  shares of Kelly's Coffee Group, Inc.     2,678,571         268                         26,517                              26,785

Issuance of shares for:
  S-8 options exercised ..............    34,100,000       3,410                         (3,410)                                --

Net loss for the six months ended
  June 30, 1998 ......................                                                                         (73,591)     (73,591)
                                         -----------    --------  ---------   ------  ---------- ---------   ----------   ----------

Balance at June 30, 1998 .............   217,249,540    $ 21,724  3,089,621 $ 3,090 $ 6,532,257  $ (5,625) $(9,685,413) $(3,133,967)
                                         ===========    ========  =========   ======  ==========  ========   ==========   ==========
</TABLE>

                                      F-4
<PAGE>
                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Unaudited Consolidated Condensed Statements of Cash Flows
                     For the Six Months Ended June 30, 1998

                                                                      Six Months
                                                                        Ended
                                                                       June 30,
                                                                         1998
                                                                       --------
Reconciliaton of net loss provided by (used in) operating activities:
Net loss ............................................................  $(73,591)

Non-cash items:
     Depreciation and amortization ..................................     50,824
     Provision for bad debts ........................................       --

Changes in assests affecting operations - increase (decrease)
     Accounts receivable ............................................       --
     Other receivables ..............................................       --
     Work-in-process ................................................       --
     Prepaid insurance and other expenses ...........................       --

Changes in liabilities affecting operations - increase (decrease)
     Accounts payable ...............................................     19,146
     Accrued payroll and related ....................................       --
     Accured interest ...............................................       --
     Commitments and contingencies ..................................       --
     Other current liabilities ......................................       --
                                                                        --------

Net cash provided by (used in) operating activities .................    (3,621)

Cash flows from financing activities:
     Proceeds from issuance of debt .................................       --
     Repayment of debt ..............................................       --
                                                                        --------

Net cash provided by financing activities ...........................       --

Net cash used in investing activities ...............................       --

Increase (decrease) in cash .........................................    (3,621)

Cash - beginning of period ..........................................      3,855

Cash - end of period ................................................   $  7,476
                                                                        ========

                                      F-5
<PAGE>

                        AMERIRESOURCE TECHNOLOGIES, INC.
         NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 1998


1.       Summary of Significant Accounting Policies

         The accompanying  financial statements have been prepared in accordance
with the  instructions  of Form 10-QSB and do not include all of the information
and footnotes required by Generally Accepted Accounting  Principles for complete
accounting statements. In the opinion of management, all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been included.

2.       Corporations Included in the Consolidated Financial Statements

                                Name                         Location
                  -----------------------------------      ------------
                  KLH Engineers & Contractors, Inc.           Closed
                  KLH Engineering of Colorado Springs, Inc.   Closed
                  KLH Engineering of Lakewood, Inc.           Closed
                  KLH Engineering of Grand Junction, Inc.     Closed
                  KLH Engineering of San Mateo, Inc.          Closed
                  KLH Engineering of Greeley, Inc.            Closed
                  Tomahawk Construction Company, Inc.         Lenexa, Kansas

3.       Basis of Presentation and Principles of Consolidation

         The consolidated  financial statements include the combined accounts of
AmeriResource Technologies,  Inc., Tomahawk Construction and the accounts of all
the  closed  subsidiaries.  All  material  intercompany  transactions  have been
eliminated in consolidation.

4.       Additional footnotes included by reference

     Except as  indicated  in Notes  above,  there  have been no other  material
changes in the  information  disclosed in the notes to the financial  statements
included  in the  Company's  Annual  Report on Form  10-KSB  for the year  ended
December 31, 1997. Therefore,  those footnotes are included herein by reference.

                                      F-6
<PAGE>

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

General

         The  Company's  primary line of business is currently  being  conducted
through Tomahawk Construction  Company, a wholly owned subsidiary  ("Tomahawk").
Tomahawk  has   traditionally   focused  its  operations  on  a  wide  range  of
construction   projects  as  a  qualified   American  Indian  Minority  Business
Enterprise.   Tomahawk's  construction  projects  have  included  utility  work,
earthwork,  structural  concrete,  bridge  work,  asphalt and  concrete  paving,
commercial buildings, pump stations and treatment plants.

         Unfortunately,   Tomahawk's  ability  to  generate  revenues  has  been
seriously  stifled as a result of filing  Chapter 11 Bankruptcy on September 15,
1994.  Although Tomahawk emerged from Bankruptcy on August 25, 1995, it has been
unable to obtain any substantial construction contracts.  Nonetheless,  Tomahawk
continues  to bid  for new  construction  projects.  (For  more  information  on
Tomahawk's Bankruptcy proceedings, see the Company's Form 10KSB for December 31,
1997.)

         As a result of the Company's inability to generate revenues,  as it did
in the past through a competitive  bidding  process,  the Company has decided to
shift its operational focus. The Company is in the process of implementing a new
plan of operation in order to satisfy its debts and create operating revenues.
The Company's plan is threefold.

         1. The Company plans to reduce its debt through  eliminating all of its
engineering subsidiaries.

                  The  Company  currently  has 10  closed  subsidiaries  with no
         significant  assets.  The Company is currently in  negotiations to sell
         off  all of  these  subsidiaries  and  thereby  eliminate  most  of the
         liabilities  associated with these subsidiaries from its balance sheet.
         The Company  intends to complete  the sell off by  September  30, 1998.
         These  transactions  are  expected  to have  significant  impact on the
         Company's financial position in the third quarter of 1998.


         2. The Company plans to create an integrated  system that will focus on
         providing housing to Native Americans.

                  The   Company's   goal  is  to  position   itself  to  provide
         residential  construction  and  lending  services  to Native  Americans
         throughout  the  country.  On August 6, 1998,  the Company took a large
         step in this  direction  through  the  acquisition  of  First  American
         Mortgage   Company   ("FAMC").   (For  more  information  on  the  FAMC
         transaction, see the Company's 8-K filed on August 19, 1998). FAMC is a
         mortgage  company  whose  focus  is  to  provide  financing  to  Native
         Americans.  FAMC has already  implemented  its first pilot program with
         the  Chicksaw  Nation in Oklahoma  that has allowed  FAMC to secure Ten
         Million dollars ($10,000,000) in mortgage funding. FAMC is currently in
         negotiations  to  obtain  additional  mortgage  funding  through  three
         additional Indian Nations in Oklahoma.

                  In  addition,  the  Company  has plans to  acquire  Cottonwood
         Development of K.C., Inc. ("Cottonwood") whose primary line of business
         will be the manufacture structural insulated panels ("SIPs").  SIPs are
         an alternative to wood source or other conventional  building materials
         in residential and commercial construction.  The advantages of SIPs are
         ease of construction, better

                                        4

<PAGE>

         insulation,  industry wide  recognition for their resistance to lateral
         loads generated by earthquakes and high winds.  The Company has already
         begun  negotiations with the Chicksaw Nation to form a joint venture to
         assist  Cottonwood  with its plans.  Cottonwood  is in the  preliminary
         stages of obtaining financing through private stock placements.

                  The  Company  believes  that the  acquisition  of FAMC and the
         potential   acquisition  of  Cottonwood   will  provide  the  necessary
         resources  that will allow  Tomahawk  to secure  construction  projects
         through the  utilization  of FAMC as a potential  financing  source and
         Cottonwood as a reduced cost material source. The Company's  management
         believes  that these three  resources  will allow it to better cater to
         its niche market,  Native Americans.  The Company's  management further
         believes  that it will be able to provide a  superior  product at lower
         cost which will allow the Company to expand its market focus outside of
         the Native American communities.


         3.  The  Company  intends  to  implement  its  plans to  construct  and
         subsequently operate a Hydroponic facilities.

         The  Company  through  Tomahawk  intends  to  construct  a  hydroponics
facility  and operate it through a  Hydroponics  Division  ("HDC").  The Company
believes that this venture will provide some diversity to the Company's  overall
plan of operation.  The Company is in possession of construction plans that will
allow it to build a unique hydroponics facility. The facility will utilize nexus
greenhouse  structures that are a computerized  system that monitors the growing
any of vine crops to include tomatoes,  peppers,  English cucumbers and lettuce.
The Company has  conducted a feasibility  study and a pro forma  balance  sheets
which show that the venture could be  profitable.  The Company is in the initial
stages of obtaining financing.

         The  Company's  ability to bring its plans to  successful  fruition are
contingent  upon  obtaining  sufficient  capital  which it has not  successfully
obtained  as of the  date of this  filing.  However,  the  Company  has  several
prospects  for  obtaining  conventional  type  loans  and  is  utilizing  equity
financing methods to obtain the necessary funds.  There is no guarantee that the
Company will be able to obtain sufficient funding.

Liquidity and Capital Resources

         The  Company  and its  subsidiaries  continue  to have very  restricted
liquidity.  As reported in the Company's  Form 10KSB for the year ended December
31, 1997, the Company has experienced severe financial difficulty as a result of
Bankruptcy  proceedings  involving its subsidiary  Tomahawk.  Although  Tomahawk
emerged  from  Bankruptcy  in  August  of 1995,  Tomahawk's  ability  to  obtain
construction   projects  has  been  severely   limited  as  a  result  of  those
proceedings.  The  Company's  overall plan to improve its  liquidity and capital
resources as been outline directly above.

         In the interim,  the Company will  continue to utilize the resources of
its president  Delmar  Janovec  until it plans begin  generating  revenues.  Mr.
Janovec has  advanced  in excess of  $490,000  to date to support the  Company's
limited  operations and has continued to work without pay since October 1, 1996.
However,  there is no guarantee that Mr. Janovec will continue such support. The
Company will also utilize its common stock to compensate consultants,  employees
and creditors when possible.  In addition,  the Company's  subsidiaries Tomahawk
and FAMC are  currently  seeking  financing  through  lending  institutions  and
private investors.


                                        5

<PAGE>

         The Company entered into several Stock Exchange  Agreements  during the
quarter in the hopes of improving its capital  resources.  On June 19, 1998, the
Company  exchanged  2,678,571  shares of it common stock for 1,500,000 shares of
Kelly's  Coffee  Group,  Inc.'s  common  stock.  On June 19 ,1998,  the  Company
exchanged 16,257,166 shares of its common stock for 113,800 shares of Flexweight
Corporation's  common stock.  All shares issued were issued  pursuant to section
4(2) of the  Securities  Act of 1933.  The Company  acquired  these shares as an
investment and is considering further business  arrangements with these entities
in the construction arena.

         The Company also issued  approximately  Thirty Four Million One Hundred
Thousand  (34,100,000) shares of its common stock pursuant to an S-8 option plan
to pay employees and consultants. Subsequent to the issuance of these shares the
Company  discovered  that it had not properly  filed a required  Financial  Data
Schedule  with its Form 10QSB for the period ended March 31,  1998.  The Company
has subsequently submitted the required Financial Data Schedule. This oversight,
however, may have jeopardized the validity of its Form S-8.

         During the quarter ended June 30, 1998, the Company's  working  capital
deficit was approximately $1,557,769. The Company has no comparison for the same
quarter in 1997 because no financial  statement  was prepared for that  quarter.
Furthermore,  the Company can not produce such  statements due to a lack of cash
flow which would be required in order to recompile  financials for that quarter.
However,  the Company  believes that a comparison is of no material  value given
that the Company's  poor  financial  position this year stems from the Company's
inability to produce revenues as a result of Tomahawks now concluded Bankrupcty.
Any  changes  in  the  Company's  working  capital  deficit  is  believed  to be
immaterial.

         Net stockholders' equity in the Company was a deficit of $3,133,967, as
of June 30, 1998. Due to the financial difficulties that the Company experienced
in 1997 no quarterly  financials were filed for the quarter ended June 30, 1997.
However,  the Company's net  stockholder's  equity for June 30, 1997, was also a
significant  deficit.  The  Company's  deficit  is a  result  of  the  Company's
inability to generate construction revenues and the accumulation of debts in its
inoperable  engineering  subsidiaries prior to current  managements  involvement
with the Company.

     The  Company  believes  its  proposed  plans  will  enable  the  Company to
substantially  reduce its debt for third quarter of 1998 through the elimination
of unprofitable debt ridden  subsidiaries  should allow the Company to reduce or
perhaps eliminate its net stockholder's  equity deficit and decrease its working
capital deficit.  In addition,  the Company anticipates that its plans involving
FAMC,  Cottonwood,  HDC and Tomahawk will  hopefully  allow the Company to begin
producing some revenues before the end of the year.

Results of Operations

         The Company's  operations for the second  quarter  consisted of bidding
for construction  projects and formulating a plan of operation.  The Company was
unsuccessful at its attempts to procure revenue construction projects during the
quarter.  However,  the Company made  significant  progress  towards its plan of
operation,  including  the signing of an agreement  which allowed the Company to
acquire a 100%  interest in FAMC  subsequent  to the end of the second  quarter.
(For more  information  on the  acquisition  of FAMC, see the Company's Form 8-K
filed on August 19, 1998)

     Net service  income for the quarter ended June 30, 1998,  was $ 0. Although
no comparable numbers are available,  the net service income was nominal for the
same period in 1997. Unfortunately, the Company

                                        6

<PAGE>

had no net service income because of Tomahawks  inability to procure any revenue
construction projects.  Likewise, in the comparable quarter in 1997, the Company
was unable to procure any significant construction projects

         Operating  expenses  were $0 for the quarter ended on June 30, 1998. No
comparable numbers are available for the comparable period in 1997. However, the
operating  expenses for the comparable quarter in 1997 are believed to have been
significantly  higher given that the  operating  expenses  were $737,256 for the
year ended December 31, 1997. The decrease in operating  expenses is a result of
the Company's lack of construction operations.

         General, and administrative expenses were $62,630 for the quarter ended
on June 30,1998.  Again , the Company has no  comparable  for the same period in
1997.  The  Company  does not  believe,  however,  that  there  is any  material
difference in general and administrative expenses for the comparable period. The
Company's   administrative   staff   consists   of  three   employees   and  the
administration  of the  Company  and other  related  expenses  have not  changed
significantly since the first quarter of 1997.

         The  Company's  net loss was $62,630 for the quarter  ended on June 30,
1998. Again, the Company has no comparable for the same period in 1997. However,
the Company  believes  that the net loss in the  comparable  quarter in 1997 was
substantially higher due to the fact that the Company has significantly  reduced
its expenses in both first and second quarter 1998.

         The  management  highly   recommends   reading  this  Form  10QSB/A  in
conjunction  with the Company's Form 10KSB for the year ended December 31, 1997,
in order to gain a more complete picture of the Company's financial condition in
light of the fact that no  substantiated  comparable  numbers were available for
the quarter ended June 30, 1997.

                                     PART II

ITEM 1.           LEGAL PROCEEDINGS

         The only change in the Company's  legal  proceedings  during the second
quarter occurred in regards to the following case:

         American Factors Group, LLC v. AmeriResources  Technologies,  Inc. - In
February   1997,  a  complaint   was  filed  against  the  Company  and  certain
subsidiaries  for breach of contract  and fraud in the  extension of credit on a
factoring agreement. The Company disputes this claim in that the contract called
for American  Factors  Group to purchase the  receivables  from the Company on a
non-recourse basis.  American Factors Group, LLC claims it is owed $291,044 plus
interest. The Company's demand to arbitrate was granted.  Subsequent to June 30,
1998,  the matter was  submitted  to  arbitration  case No. 13 181 01190 97. The
Company's counsel has advised the Company that the arbitrator will likely make a
decision by the middle of August of 1998.

         For additional  information  regarding the Company's legal  proceeding,
see the Company's "Legal Proceedings" section in its Form 10KSB for December 31,
1997.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES


                                        7

<PAGE>

         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 on December 31, 1995.  The total due as of
May 1, 1996, according to the Dodge Trust's attorney, is $169,760.80,  which sum
is reflected in the accounts payable of the Company.

         The Company has defaulted upon interest and principal with respect to a
$40,818.55  note in favor of the Roy Lee Johnston Trust (the "Johnston  Trust").
The Johnston Trust has received a judgment in its favor on the note and has made
unsuccessful  attempts to collect on the judgment.  This obligation is reflected
in the accounts payable of the Company.


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 on page 9 of this Form  10QSB/A and are
         incorporated by reference.

(b)      Reports  on Form 8-K.  No  reports  were  filed on Form 8-K  during the
         second quarter.



                                   Signatures

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


                                         AMERIRESOURCE TECHNOLOGIES, INC.


                                        /s/ Delmar Janovec       August 21, 1998
                                        Delmar Janovec
                                        Chairman of the Board of Directors
                                         and Chief Executive Officer


                                        8

<PAGE>


                                INDEX TO EXHIBITS

 EXHIBIT         PAGE             DESCRIPTION
  NO.            NO.
 10 (i)           10         Stock  Exchange  Agreement  dated  August  7,  1998
                             between the Corporation and Flexweight Corporation,
                             a Kansas corporation.

 10(ii)           16         Stock Exchange  Agreement Stock Exchange  Agreement
                             dated  August 7, 1998 between the  Corporation  and
                             Kelly's Coffee Group, Inc., a Colorado corporation.



                                        9