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, 1999.

[ ] 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.)


            9319 Santa Fe Drive, Overland Park, Kansas   66212
           -------------------------------------------   ------
               (Address if principle executive office)  (Zip Code)


                                 (913) 341-2738
                                 --------------
                           (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  XX                   NO

         The number of outstanding shares of the issuer's common stock,  $0.0001
par value (the only class OF VOTING STOCK), AS OF NOVEMBER 12, 1999 WAS .


<PAGE>


                                TABLE OF CONTENTS

                                     PART I

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

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

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS......................................................8

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEED...............................8

ITEM 6. 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  September  30,  1999,  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-8 and are  incorporated  herein by this
reference.







                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]






                                        3


<PAGE>



INDEX TO FINANCIAL STATEMENTS                                              PAGE

Unaudited Consolidated Condensed Balance Sheet, September 30, 1999...........F-2

Unaudited Consolidated Condensed Statement of Operations,
  for the nine months ended September 30, 1999 and 1998......................F-4

Unaudited Consolidated  Statement of Stockholders' Equity,
  for the nine months ended September 30, 1999 and 1998......................F-5

Unaudited Consolidated Condensed Statement of Cash Flows,
  for the nine months ended September 30, 1999 and 1998......................F-6

Notes to Unaudited Consolidated Condensed Financial Statements,
   September 30, 1999........................................................F-8



                                       F-1


<PAGE>





                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                       UNAUDITED CONDENSED BALANCE SHEETS


                                                                   September 30,
                                                                        1999
                                                                 ---------------
                                                                    (unaudited)

ASSETS

      CURRENT ASSETS:

            Cash and cash equivalents (Note1)                    $        2,482
                                                                   ------------
            Receivables:
                  Trade                                                 206,137
                  Notes receivable - related party                      204,940
                  Notes receivable - other                               35,000
                  Allowance for doubtful accounts                      (148,721)
                                                                   ------------
                       Net receivables                                  297,356
                                                                   ------------

                  Prepaid insurance and other current assets              1,650

                            Total current assets                        301,488
                                                                   ------------

      NET PROPERTY, PLANT AND EQUIPMENT                                 106,369

                                                                   ------------

      Other Assets:
            Organization costs (Net) (Note 1)                               450
            Publication rights (Net) (Note 1)                           569,506
            Marketable securities (Note 12)                             573,893
                                                                   ------------
                  Total other assets                                  1,143,849
                                                                   ------------

TOTAL ASSETS                                                    $     1,551,706
                                                                  ==============














                                        See notes to financial statements.

                                       F-2


<PAGE>





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

                                                                   September 30,
                                                                       1999
                                                                    ------------
                                                                     (unaudited)

LIABILITIES AND STOCK HOLDERS' EQUITY

      CURRENT LIABILITIES:
            Accounts payable:
                  Trade                                           $     346,366
                  Related party (Note 2)                                 15,586
            Current portion of long-term debt:
                  Related party                                         609,067
                  Other                                                  85,460
            Accrued payroll and related expenses                        189,967
            Accrued interest:
                  Related party (Note 2)                                 97,476
                  Other                                                  51,199
            Escrow fees                                                   8,075
            Income tax payable                                           35,960
                                                                    ------------
                   Total current liabilities                          1,439,156

      LONG-TERM DEBT
            Notes payable                                               912,545
            Convertible debentures                                    3,350,000
            Commitments and contingencies                               105,000
                                                                    ------------
                  Total liabilities                                   5,806,701
                                                                    ------------

      STOCKHOLDERS' EQUITY
                  Preferred stock ($.001 par value; 5,000,000
                       shares authorized; 3,089,621 shares
                       issued and outstanding)                           3,090
                  Common stock ($.0001 par value 1,000,000,000
                       shares authorized; 492,060,312 shares
                       issued and outstanding)                          49,206

                  Additional paid in capital                          8,544,468
                  Accumulated deficit                               (12,851,759)
                                                                    ------------
                       Total stockholders' equity (deficit)          (4,254,995)

                                                                    ------------
TOTAL LIABILITIES AND EQUITY                                       $  1,551,706
                                                                    ============










                                        See notes to financial statements.

                                       F-3


<PAGE>




<TABLE>
<CAPTION>
                                             AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                               CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)


                                                     Three Months Ended                       Nine Months Ended
                                                        September 30,                           September 30,

                                                 1999                 1998               1999                1998
                                          ----------------      -----------------   ----------------    ----------------
<S>                                     <C>                  <C>                   <C>                <C>

Net service income                      $           86,314   $           21,365    $        131,572    $         21,365
Operating expenses                                       -                    -              (1,233)            (50,573)
General and administrative
     expenses                                     (148,189)            (474,849)           (423,842)           (497,867)
                                          ----------------      ---------------      --------------      --------------
Operating gain (loss)                              (61,875)            (453,484)           (293,503)           (527,075)
                                          ----------------      ---------------      --------------      --------------

OTHER INCOME (EXPENSE):
      Loss on sale of subsidiaries                (483,506)              (3,769)           (523,456)             (3,769)
      Other comprehensive income                         -                                  230,000
      Gain on extinguishment of                    995,093                                  995,093
         debt
      Interest expense                                (272)                (128)               (709)               (128)
                                          ----------------      ---------------      --------------      --------------
Total other income (expense)                       511,315               (3,897)            700,928              (3,897)

Net profit loss before income tax                  449,440             (457,381)            407,425            (530,972)

Income tax provision                                     -                    -                   -                   -
                                          ----------------      ---------------      --------------      --------------

NET LOSS                                $          449,440   $         (457,381)   $        407,425    $       (530,972)
                                          ================      ===============      ==============      ==============

EARNING PER SHARE                       $    0.00           $     0.00            $   0.00            $   0.00

WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING                        458,060,312          271,533,703         458,060,312         271,533,703
                                          ================      ===============      ==============      ==============
</TABLE>




                                        See notes to financial statements.

                                                        F-4


<PAGE>



<TABLE>
<CAPTION>
                                                  AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                             UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
                                                       FOR NINE MONTHS ENDED SEPTEMBER 30, 1999


                              $.0001 Par Value       $.001 Par Value
                                Common Stock         Preferred Stock

                                                                        Additional    Stock
                           Number of             Number of               Paid-In   Subscription   Treasury  Accumulated
                             Shares    Amount     Shares      Amount     Capital    Receivable     Stock     Deficit      Total
                             ------    ------     ------      ------     -------    ----------     -----     -------      -----
<S>                       <C>         <C>       <C>        <C>        <C>          <C>          <C>        <C>          <C>
Balance at December
  31, 1997                164,213,803 $ 16,420  3,089,621  $  3,090   $6,347,654   $     -      $ (5,625)  $(9,600,861) $(3,239,022)

Issuance of Shares for:
  S-8 options exercised    33,000,000      330                            (3,300)                                                 -
  Subscriptions
   receivable              41,000,000    4,100                           460,900    (465,000)                                      -
  Consulting services      62,535,978    6,254                           676,151                                            682,406
  Debt                      1,958,281      196                           137,304                                            137,500
  Accrued salaries         11,275,327    1,128                            42,373                                             43,501
  Stock                    23,076,923    2,308                           255,586                                            257,893

Acquisition of FAMC        45,000,000    4,500                                                                                4,500

Acquired from FAMC                                                                               (71,261)                   (71,261)

Reduction in subscription
receivable                                                                           465,000                                465,000

Consideration for
   guarantee               20,000,000    2,000                            18,000                                             20,000

Net loss for the Year
 ended December 31, 1998                                                                                    (4,127,934)  (4,127,934)
                          ------------ -------  ---------   --------   ---------  ---------    ----------  ------------  -----------

Balance at December
  31, 1998                402,060,312   40,206  3,089,621      3,090   7,934,968        -        (76,886)  (13,728,795)  (5,827,417)

Issuance of Shares for:

  Consulting Services      50,000,000    5,000                           393,500                                            398,500
  Legal Services           40,000,000    4,000                           216,000                                            220,000
Sale of Treasury stock                                                                            76,886                     76,886
Adjustment due to Sale
  of Subsidiaries                                                                                              469,611      454,614
Net gain for the
  nine months ended
  September 30, 1999                                                                                           407,425      407,425
                          ----------- -------  ---------     --------  ---------  ---------    ---------  ------------  ------------

Balance at September 30,
1999                      492,060,312 $ 49,206  3,089,621   $  3,090  $8,544,468  $     -      $   -      $(12,851,759) $(4,254,995)
                          =========== ========  =========   ========   =========  =========    =========  ============= ============
</TABLE>






                                       See   notes  to   financial statements.

                                                           F-5


<PAGE>




<TABLE>
<CAPTION>

                                     AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                       UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1999

                                                                                           Nine months Ended
                                                                                              September 30

                                                                                      1999                  1998
                                                                                  -----------           -----------
<S>                                                                           <C>                 <C>
RECONCILIATION OF NET LOSS PROVIDED BY (USED
     IN) OPERATING ACTIVITIES:

     Net gain                                                                 $      407,425       $    (530,972)
     Depreciation and amortization                                                     8,600              27,408

     Non- Cash items:
         Non-cash services through issuance of stock                                 618,500
         (Gain)/Loss on sale of subsidiary                                           523,456
         Other comprehensive income                                                 (230,000)
         (Gain)/Loss on forgiveness of debt                                         (995,093)

     Changes in assets affecting operations - (increase) decrease
         Accounts receivable                                                         553,267              53,166
         Other receivables                                                           118,250
         Prepaid insurance and other expenses                                         (1,650)                 95

     Changes on liabilities affecting operations - increase (decrease)
         Accounts payable                                                           (327,290)             17,759
         Accrued payroll and related expenses                                       (497,460)           (206,591)
         Accrued interest                                                           (176,110)             (9,237)
         Escrowed fees                                                                (3,851)                 -
         Other current liabilities                                                    64,243                  -
                                                                                ------------          -----------
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES                                                                    $       65,287       $    (648,372)
                                                                                ============          ===========
</TABLE>
















                                            See notes to financial statements.

                                                        F-6


<PAGE>





                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 and 1998


                                                          Nine months Ended
                                                              September 30

                                                        1999             1998
                                                      ---------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:

     Proceeds from issuance of common stock     $           -      $    663,775
     Proceeds from issuance of debt                         -           217,171
     Repayment of debt                               (120,946)
                                                  -----------        -----------

NET CASH PROVIDED BY (USED IN) FINANCING
     ACTIVITIES                                      (120,946)          880,946

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:

     Purchase of treasury stock                             -          (231,000)
     Purchase of fixed assets                         (64,011)
     Proceeds from sale of subsidiaries                     -
                                                  -----------      -------------

NET CASH PROVIDED BY (USED IN) INVESTING
     ACTIVITIES                                        21,989          (231,000)
                                                  -----------      -------------

INCREASE (DECREASE) IN CASH                           (33,670)            1,574

CASH - AT BEGINNING OF PERIOD                          36,152               188
                                                  -----------      -------------

CASH - AT END OF PERIOD                         $       2,482      $      1,762
                                                  ===========      =============













                       See notes to financial statements.

                                      F-7

<PAGE>



                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                               SEPTEMBER 30, 1999

1       Summary of Significant Accounting Policies

         The accompanying  financial statements have been prepared in accordance
         with the  instructions  of Form  10QSB  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
         ------------------------------------             ---------------
         First Americans Mortgage Corporation             Overland Park, Kansas
         The Travel Agent's Hotel Guide, Inc.             Overland Park, Kansas
         First Plains Construction, Inc.                  Overland Park, Kansas
         Tomahawk Construction Company, Inc.              Overland Park, Kansas

3.       Loss  on  Sale of  50% Interest in The Travel Agent's Hotel Guide, Inc.
         ("TAHG")

         The  Company  sold  a 50%  interest  in  TAHG  for  400,000  shares  of
         restricted  common stock of SRUN which the Company  valued at $86,000 a
         significant  discount because of the illiquidity of the SRUN shares and
         SRUN current financial position. The Company subsequently bought back a
         1%  interest  to  maintain  a 51%  interest.  The  net  result  of this
         transaction is a loss of $483,506.

4.       Gain on Debt Settlement

          The  Company  recorded  a gain of  $995,093.  As a result of  settling
          $1,071,214,  plus accrued interest, in debt with Industrial State Bank
          for  $200,000 in cash and  2,760,000  shares of the  Company's  common
          stock held by the Company's president.

5.        Basis of Presentation and Principles of Consolidation

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

6.       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 10KSB for
         the year ended  December  31,  1998.  Therefore,  those  footnotes  are
         included herein by reference.

                                      F-8


<PAGE>



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

FORWARD LOOKING STATEMENTS

The information  herein contains certain forward looking  statements  within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the  Securities  Exchange Act of 1934,  as amended,  which are intended to be
covered by the safe harbors  created  thereby.  Investors are cautioned that all
forward looking  statements  involve risks and uncertainty,  including,  without
limitation,  the  ability of the  Company to continue  its  expansion  strategy,
changes  in costs of  labor,  changes  in the  cost of  construction  materials,
fluctuations in interest rates, labor and employee benefits,  as well as general
market conditions,  competition, and pricing. Although the Company believes that
the assumptions  underlying the forward looking statements  contained herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance that the forward looking  statements  included in the Form 10QSB
will prove to be accurate. In view of the significant  uncertainties inherent in
the  forward  looking   statements   included  herein,  the  inclusion  of  such
information  should not be  regarded as a  representation  by the Company or any
other person that the objectives and plans of the Company will be achieved

GENERAL

The  Company's  operations  for the  third  quarter  consisted  of  bidding  for
construction projects, developing a new mortgage program to be utilized in major
cities with the Indian Centers that target Urban Native  Americans which are not
being serviced at this time,  searching for companies to be acquired that are in
the  mortgage  business,  and  formulating  a plan of  operation or sale for The
Travel Agent's Hotel Guide, Inc. ("TAHG").

FIRST AMERICANS MORTGAGE CORPORATION

The Company's operations during the third quarter of 1999 were conducted through
First  Americans  Mortgage  Corporation  ("FAMC"),   which  was  acquired  as  a
wholly-owned  subsidiary on August 6, 1998. The Company's  plans to increase its
revenues by servicing  loans through FAMC  continued to move forward  during the
third quarter of operations in 1999.

In July of 1999, FAMC finalized $55 million in loan commitments from four Native
American Nations  ("Nations").  The Nations and commitments are as follows:  (1)
Chicksaw Nation, $ 1 0,000,000; (2) Chotaw Nation of Oklahoma,  $30,000,000; (3)
Citizens  Potawatomi Nation,  $5,000,000 and (4) Cherokee Nation, $ 1 0,000,000.
Each Nation has entered into a risk share agreement with PMI Mortgage  Insurance
Company. The Nations will share the risk of foreclosure in partnership with PMI.
FAMC is the exclusive  originator for the $55 million. In addition,  the Company
has expanded the  geographic  locations in which it will provide loans to Native
Americans  to a total of 8 states  including:  Oklahoma,  Arkansas,  Texas,  New
Mexico,  California,  Oregon and  Washington.  FAMC  believes  it can  originate
approximately  900 loans which will  generate  estimated  fees of  $1,385,000 in
gross revenues from the $55 million in loan  commitments  over the next 12 to 16
months.

The Company continues to work towards achieving its long-term plan of creating a
fully  integrated  company  possessing  all the  necessary  resources to provide
housing  for  Native  Americans  throughout  the  United  States  which  include
constructing homes for Native Americans through a construction  subsidiary while
also providing  financing  through FAMC.  Accordingly,  the Company's efforts to
find an operating  construction company that may be interested in being acquired
by the Company continued during the third quarter of 1999.

                                        4


<PAGE>



However, FAMC made substantial progress in its effort to implement a specialized
mortgage program which targets Native American Nations  ("Nations").  Under this
program, Native Americans can purchase a home with less than 1% down at closing.
FAMC has  already  increased  its staff  from 2 to 8 people  since  the  Company
acquired FAMC. FAMC intends to further increase its staff to approximately 12 by
the end of 1999 to process the additional loans.

The  specialized  program FAMC  designed is now being  utilized with five of the
largest  Nations in the State of Oklahoma,  which should  provide  mortgages for
over 500 families in 1999.  FAMC  continued to review and develop  relationships
with other Nations to implement these programs on a national level.

FAMC  also  continued  to  search  for  other  mortgage  companies  to  acquire.
Specifically, FAMC continued to search for small mortgage companies that provide
services via the  Internet.  FAMC believes that this will improve its ability to
tap into the Native American markets, which are largely underdeveloped.

During the quarter FAMC formed a subsidiary  named,  First Plains  Construction,
Inc.  (FPC),  for the purpose of seeking out potential  construction  jobs which
would supplement  FAMC's loan programs.  FPC is currently  looking for potential
partners. FPC currently has no operations.

FAMC continues to make  improvements  to its website that it launched in June to
originate  loans.  The website will allow FAMC to originate  mortgages  over the
Internet.  The FAMC website is available to both on and off  reservation  Native
American home buyers for  pre-qualifying or making a home loan application.  The
site can be accessed at www.nativeamericanlender.com.  FAMC continued to receive
a significant amount of visitors during the third quarter of 1999.

The  Company  has plans to  improve  the site which  will  include a  completely
operational  system  that  will  have  video  conferencing,  allowing  the  loan
processor to view the  applicant at the same time the  applicant  views the loan
processor.  The Company anticipates that the video conferencing  feature will be
operational by the year 2000.

TOMAHAWK CONSTRUCTION

Tomahawk  continued to bid for work in the construction  management field during
the third quarter of 1999, but obtained no new projects.  Tomahawk's  likelihood
for success in obtaining new construction contracts jobs will remain low until a
construction  partner or a substantial  amount of capital is obtained that would
allow Tomahawk to gain bonding capacity.  For more information on Tomahawk,  see
"Item I Description  of Business" in the  Company's  Form 10KSB for December 31,
1998. Consequently, management is currently planning to explore opportunities to
combine  Tomahawk with a more profitable  company through merger or acquisition.
The Company continues to search for a construction company that is interested in
being acquired.  Such an acquisition would help fulfill the Company's  long-term
plan of becoming a full service housing resource that provides  construction and
mortgage services to Native American communities across the United States.

                                        5


<PAGE>



THE TRAVEL AGENT'S HOTEL GUIDE, INC.

The Company  acquired a 100% interest in the Travel  Agent's  Hotel Guide,  Inc.
("TAHG") for the purpose of reselling  TAHG's sole asset The Travel Agents Hotel
Guide (the "Guide"). The Guide is a publication that lists over 10,000 hotels in
North  America.   TAHG  charges  for  advertising   space  in  the  Guide  which
historically has been published and distributed twice year.  Unfortunately,  the
Guide has been out of publication for several years.

On  August  23,  1999,  the  Company  sold a 50%  interest  in TAHG  to  Staruni
Corporation  ("SRUN")  for  400,000  shares  of common  stock of SRUN.  SRUN has
guaranteed the value of the SRUN stock for one year.  However, if the SRUN stock
prices  reaches $4.00 and remains at that price for 10 days the price  guarantee
extinguishes.  Nonetheless,  the  Company  is only  booking  the  SRUN  stock at
$86,000.  The  Company  valued the stock on its books at 50% of the bid price at
September 30, 1999.  The Company  discounted  the value of the SRUN common stock
based upon the financial  statements of SRUN and its current  market price.  The
result of this transaction was a loss of $483,506. The Company hopes that SRUN's
experience  as an  Internet  company  will aid in placing the Guide on the world
wide web.

RESULTS OF OPERATIONS

The  Company's  recorded  net gains of $449.440  and $700,928 the three and nine
months ended  September 30, 1999 compared to net losses of $457,381 and $530,972
for the same  period  in 1998.  The  Company's  net gain for the  three and nine
months ended  September 30, 1999, was the result of the settlement of $1,071,214
worth of debt for  $200,000 in cash and  approximately  2,760,000  shares of its
common stock.

Net service  income for the three and nine months ended  September 30, 1999, was
$86,314 and  $131,572 as compared to $21,365 and $21,365 for the same periods in
1998. The Company conducted no operations during the nine months ended September
30, 1998. All revenues in 1999 are  attributable to service income  generated by
FAMC.

Operating  expenses  increased from $148,189 and $423,842 for the three and nine
months ended  September 30, 1998  compared to $0 and $50,573 for the  comparable
periods in 1999 as a result of FAMC's operations.

General and administrative expenses were $148,189 and $423,842 for the three and
nine months ended  September  30, 1999, as compared to $474,849 and $497,867 for
the comparable periods.

LIQUIDITY AND CAPITAL RESOURCES

The Company and its subsidiaries continue to have very restricted liquidity. The
Company has experienced  severe  financial  difficulty as a result of Bankruptcy
proceedings  involving its subsidiary  Tomahawk.  Although Tomahawk emerged from
Bankruptcy in August of 1995, Tomahawk's ability to obtain construction projects
has been severely limited as a result of those proceedings.

FAMC began to generate  revenues in 1999.  The  Company  believes  that this new
revenue stream will continue to make a positive  impact in the liquidity  during
the year of 1999 and into the future.

                                        6


<PAGE>



Until FAMC, TAHG, and Tomahawk begin generating sufficient revenues to cover the
expenses of the  Company,  the Company  will  continue to use its equity and the
resources of its CEO, Delmar Janovec to finance its operations.  Mr. Janovec has
advanced $297,544 to date as a loan 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
need to  increase  its  authorized  shares of common  stock in order to continue
using its equity as a means to finance its operations.

At  September  30,  1999,  the Company has current  assets of $301,488 and total
assets of $1,143,849 as compared to $441,809 and  $1,397,353,  respectively,  at
December 31, 1998. At September 30, 1999, the Company's  working capital deficit
was approximately  $295,307 compared to a deficit of $3,083,684 at September 30,
1998.  The  Company's  improved  working  capital  position  was a result of the
Company's decision to sell its inoperable subsidiaries during the second quarter
in 1999 and the  settlement of  significant  amount of  liabilities in the third
quarter of 1999 which significantly reduced the Company's current liabilities.

The Company's net stockholders' deficit increased to $4,254,995 at September 30,
1999 from to $3,083,684 at September 30, 1998. The Company's  deficit  increased
primarily as a result of acquiring  TAHG at a  substantial  loss.  The Company's
efforts to reduce the deficit include satisfying the debenture for securities in
its subsidiary company or renegotiation the purchase price..

YEAR 2000 COMPLIANCE

The Year 2000 presents potential  concerns for businesses  throughout the world.
The consequences of this issue may include systems failures and business process
interruptions.   It  may  also  include  additional   business  and  competitive
differentiation.  Aside from the well-known calculation problems with the use of
2-digit  date  formats  as the year  changes  from 99 to 00,  the year 2000 is a
special  case leap  year,  and in many  organizations  using  older  technology,
2-digit dates may have been used for special programmatic functions.

To  respond  to the Year 2000  issue,  the  Company  hired an  outside  computer
consultant in October of 1998 who  completed a review of the Company's  existing
systems and upgraded approximately 100% of its existing system with hardware and
software that purports to be Year 2000 compliant.

The cost associated with updating the Company's  computer  systems has not had a
material impact on the financial condition of the Company.

All organizations  dealing with the Year 2000 issue must address the effect this
issue will have on their  clients,  associates,  and  third-party  supply chain.
Although the Company currently has limited information  concerning the Year 2000
compliance  status of its clients,  associates,  and  suppliers,  the Company is
undertaking  steps to  identify  key third  parties  and  formulate a system for
working with them to understand their ability to continue providing services (or
buying the Company's)  through the Year 2000 change. The impact of the Year 2000
issue  on  future  Company  revenue  is  hard  to  discern  but is a risk  to be
considered in evaluating the further growth of the Company.

                                        7


<PAGE>



                           PART II- OTHER INFORMATION

ITEM 1.          LEGAL PROCEEDINGS

INDUSTRIAL STATE BANK V. AMERIRESOURCE  TECHNOLOGIES,  INC., case No.98-C-14923.
On July 9, 1999, the Company settled this case. The Company,  Delmar and Marilyn
Janovec  agreed to pay $200,000 plus  2,760,000  share of the  Company's  common
stock in exchange for the  forgiveness  of  $1,071,214,  plus accrued  interest,
worth of debt owed by the  Company.  The first cash payment of $100,000 was paid
on July 16, 1999 and the second payment was due on August 30, 1999. The note was
extended to December 15, 1999 for an additional payment of $20,000.  Mr. Janovec
transferred  2,760,000  shares  of the  Company's  stock  which  he owned to the
Industrial  State Bank.  The  Company  intends to  reimburse  Mr.  Janovec  upon
increasing its authorized  shares.  Mr. Janovec has not been  reimbursed for the
shares that he  advanced on the Company's  behalf. The Company  made  additional
payments of $40,000 during the third quarter and was granted an extension  until
December 15, 1999, to pay the remain $60,000.

For more  information on the Company' s legal  proceedings,  please see "Part I-
Item 3 Legal  Proceedings"  in the  Company's  Form  10KSB  for the  year  ended
December 31, 1998.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

The Company issued  27,000,000 shares of its common stock pursuant to section
4(2) of the Securities Act of 1933 to Kelly's Coffee Group, Inc. in exchange for
$100,000 in an isolated transaction not involving a public offering.

ITEM 6.           REPORTS ON FORM 8-K

No reports were filed on Form 8-K during the quarter.

                                        8


<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

                                        9


<PAGE>



                                INDEX TO EXHIBITS

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


EXHIBIT      PAGE    DESCRIPTION
NO.          NO.

3.1          *       Articles  of  Incorporation  and  Bylaws.
                    (Incorporated  by reference to the Company's
                    Form S-4 registration statements,  effective
                    February II, 1 992.

                    File No. 33-44104.

10.1         *      Settlement Agreement between the Company, Delmar and Marilyn
                    Janovec and Industrial State Bank dated July 1999. ( Incorp-
                    orated  by  reference  to  the  Company's Form 10QSB for the
                    quarter ended June 30, 1999 as Exhibit 10.2.)

10.2         11     Stock  Purchase  Agreement  between  the Company and Kelly's
                    Coffee Group,  Inc. dated July 15, 1999, for the purchase of
                    27,000,000 shares of the Company's common stock for $100,000

10.3         17     Stock Purchase Agreement between Staruni Corporation and the
                    Company dated  August  23,  1999,  for the purchase of a 50%
                    interest in Travel  Agent's  Hotel  Guide,  Inc. for 400,000
                    shares of Staruni's common stock.

27           31     Financial  Data  Schedule  for  the  9  month  period ending
                    September 30, 1999.



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