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 Exchange Act
      of 1934 for the quarterly period ended SEPTEMBER 30, 2006.

[ ]   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.)


            3440 E. Russell Road, Suite 217, Las Vegas, Nevada 89120
            --------------------------------------------------------
                    (Address of principal executive offices)

                                 (702) 214-4249
                                 --------------
                           (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 [ ]

      Indicated by check mark whether the Registrant  is  a  shell  company (as
defined in Rule 12b-2 of the Exchange Act).

                        YES   [ ]  NO [X]

      On  November  1, 2006, there were 301,912,811 outstanding shares  of  the
issuer's common stock, par value $0.0001.

<PAGE>

*EXPLANATORY NOTE-The  Company is filing this Amendment No. 1 to Form 10-QSB to
amend its Quarterly  Report  on Form 10-QSB for the quarter ended September 30,
2006 ("the Original Filing") in  order  to  amend  and  restate  the  financial
statements  and  related  disclosures  for  matters  related  to  the following
previously  reported item:  reversal of the original recording of the  gain  on
extinguishment   of  debt  associated  with  the  settlement  agreement between
American  Factors  Group, LLC ("AFG"), AmeriResource Technologies,  Inc.  ("The
Company"),  and  Delmar  Janovec  (CEO/President)  as  a  result  of  all  cash
considerations for the discharge of debt not being satisfied to derecognize the
liability in accordance  with Statement of Financial Accounting Standards Board
No.  140,  Accounting for Transfers  and  Servicing  of  Financial  Assets  and
Extinguishments of Liabilities ("SFAS  140) for the  nine  month  period  ended
September 30, 2006.

Item No. 1, 2, 3, and Note No. 6

This Amendment No. 1 hereby supersedes  and  amends  the  Original  Filing with
respect to addition to the items described above; this Amendment No. 1 reflects
changes and reclassifications in and of itself  in  order  to  provide  a  more
accurate   basis   of   the   consolidated  financial  statements  and  related
disclosures.

                               TABLE OF CONTENTS


PART I   - FINANCIAL INFORMATION

  ITEM 1.  Financial Statements 					 3

       A.  Unaudited Condensed Consolidated Balance Sheet at 		 3
	   September 30, 2006 (restated)

       B.  Unaudited Condensed Consolidated Statements of Operations 	 5
	   for the three and nine months ended September 30, 2006
	   (restated) and September 30, 3005

       C.  Unaudited Condensed Consolidated Statements of Cash Flows 	 6
	   for the three and nine months ended September 30, 2006
	   (restated) and September 30, 3005

       D.  Notes to Unaudited Condensed Consolidated Financial 		 7
	   Statements

  ITEM 2.  Management's Discussion & Analysis of Financial Condition
	   and Results of Operations					 13

  ITEM 3.  Controls and Procedures                                	 17

PART II  - OTHER INFORMATION                                             19

  ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds   19
  ITEM 6.  Exhibits and Reports on Form 8-K				 19

SIGNATURES                                                               19
INDEX TO EXHIBITS                                                  	 20
CERTIFICATIONS


<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,  unedited,  condensed  interim  financial
statements including a balance sheet for the Company  as  of  the quarter ended
September 30, 2006, statement of operations 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  condensed  consolidated  interim  financial  statements  included  herein,
presented  in  accordance  with  United  States  generally  accepted accounting
principles and stated in US dollars, have been prepared by the Company, without
audit,  pursuant  to the rules and regulations of the Securities  and  Exchange
Commission. Certain  information  and footnote 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, although the Company believes that the disclosures are adequate to
make the information presented not misleading.

These  statements  reflect  all  adjustments,  consisting  of normal  recurring
adjustments,  which  in  the  opinion  of  management  are necessary  for  fair
presentation of the information contained therein. It is  suggested  that these
condensed consolidated interim financial statements be read in conjunction with
the  financial  statements of the Company for the year ended December 31,  2005
and notes thereto  included  in  the  Company's  Form 10-KSB annual report. The
Company  follows  the same accounting policies in the  preparation  of  interim
reports.


<PAGE>






<TABLE>
<CAPTION>

<S>			<C>			<C>
                 AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                        CONDENSED CONSOLIDATED  BALANCE SHEET
                                     (UNAUDITED)


                                                            September 30,
                                                                2006
                                                            (As restated,
							     see Note 4)
							      ---------
					ASSETS

Current Assets:
     Cash and cash equivalents                                $ 150,435
     Inventory                                                   61,628
     Accounts receivable                                            200
     Prepaid expenses                                             5,000
     Notes receivable                                             6,065
							      ---------
     Total Current Assets                                       223,328
							      =========


Fixed Assets:
     Fixed Assets, at Cost                                      254,898
     Accumulated depreciation                                   (51,161)
							      ---------
     Net Fixed Assets                                           203,737
							      ---------
Other Assets:
     Intangible assets - net of accumulated amortization        678,499
     Deposits                                                    25,090
							      ---------
       Total Other Assets                                       703,589
							      ---------
          Total Assets                                        1,130,654
							      =========


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

</TABLE>
					3
<PAGE>


<TABLE>
<CAPTION>

<S>			<C>			<C>

                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


                                                             September 30,
                                                                 2006
							     (Unaudited)
							     -----------

			LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities:
     Accrued expenses                                           131,362
     Accounts payable                                           113,889
     Note payable - related party                               198,487
     Notes payable - current portion                            966,147
							     -----------
        Total Current Liabilities                             1,409,885

Non-Current Liabilities:
     Commitments and contingencies                              200,571
     Notes payable                                              396,000
							     -----------
	Total Other Liabilities                                 596,571
							     -----------
	Total Liabilities                                     2,006,456
							     -----------

Stockholders' Deficit
   Preferred stock, $.001 par value; authorized,
   10,000,000 shares; Class A, issued and
   outstanding, 131,275 shares
                                                                    131
   Preferred stock, $.001 par value; authorized,
   10,000,000 shares; Class B, issued and
   outstanding, 177,012 shares
                                                                    177
   Preferred stock, $.001 par value; authorized,
   1,000,000 shares;Class C, issued and
   outstanding, 1,000,000 shares
                                                                  1,000
   Preferred stock, $.001 par value; authorized,
   750,000 shares; Class D, none issued and
   outstanding                                                      250

   Common Stock, $.0001 par value; authorized,
   3,000,000,000 shares; 284,782,471 shares
   issued and outstanding					 28,478


Comprehensive loss on marketable securities                      (3,108)
Additional paid in capital                                   19,547,426
Retained earnings                                           (20,830,974)
Minority interest                                               380,818
							     -----------
Total stockholders' deficit                                    (875,802)
							     -----------
Total Liabilities and Stockholders' deficit                   1,130,654
							     ===========



The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
</TABLE>
					4
<PAGE>

<TABLE>
<CAPTION>

<S>							<C>				<C>
                                      AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDARIES
                                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                         (UNAUDITED)

                                                     Three Months Ended         	   Nine Months Ended
                                                        September 30                          September 30
						 ------------------------	      ------------------------
                                                     2006          2005                2006              2005
						-------------  ------------	 ----------------   -------------
										   (As restated,
							     		  	    see Note 4)

Revenues:
   Net service 		                        $     260,837  $     42,405      $	  574,023   $      54,954
   Consulting 		                                  317           300                 2,229           3,385
						-------------  ------------	 ----------------   -------------

   Gross Revenues                               $     261,154        42,705              $576,252          58,339
   Cost of goods sold                                 266,107        93,874               485,325         150,596
						-------------  ------------	 ----------------   -------------
Net revenues                                           (4,953)      (51,169)               90,927         (92,257)

Operating expenses:
   General and administrative expenses                188,550       180,241               474,817         418,857
   Officer salaries                                    25,000        25,000                75,000          75,000
   Legal and professional                             119,507       109,510               346,282         263,173
   Consulting and salary                              478,710       173,677             1,581,646         749,980
   Depreciation and amortization                       17,305                              45,571
   Research and development                                 -        66,350                     -         153,776
						-------------  ------------	 ----------------   -------------
 	   			                      829,072	    554,778		2,523,316	1,660,786
						-------------  ------------	 ----------------   -------------
Operating loss                                       (834,025)     (605,947)           (2,432,389)     (1,753,043)

Other Income (Expense)
   Interest expense - net                             (36,086)      (23,883)              (52,501)        (39,651)
   Loan extension expense                                   -             -                     -          (8,000)
   Gain on extinguishment of debt                           -             -                     -		-
   Loss on marketable securities-investments                -          (621)                    -         (17,121)
						-------------  ------------	 ----------------   -------------

   Minority interest                                  443,838       162,124               824,361         362,191

Net income (loss) before income tax                  (426,273)     (468,327)           (1,660,529)     (1,455,624)

   Income tax provision 	                            -             -                     -               -
						-------------  ------------	 ----------------   -------------
  	Net loss                                     (426,273)     (468,327)           (1,660,529)     (1,455,624)
						=============  ============	 ================   =============

Basic and diluted loss per share                        (0.00)        (0.01)                (0.01)          (0.03)
						=============  ============	 ================   =============

Weighted average common shares
Outstanding

Basic and diluted	 			  257,083,003    67,205,271           192,365,242      52,132,881




The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
</TABLE>
					5
<PAGE>

<TABLE>
<CAPTION>

<S>							<C>			<C>
                              AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDARIES
                               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (UNAUDITED)

                                                                       	   Nine Months Ended
                                                                              September 30,
									------------------------
                                                                         2006              2005
								     (As restated,
						       		      see Note 4)
								     ------------	----------
Reconciliation of net loss used in:

Operating activities:
Net loss	                                                     $ (1,660,529)	(1,455,624)
Non-cash items:
  Depreciation                                                   	   45,571           10,659
  Non-cash services through issuance of stock           		1,476,028          972,728
  Write-down of investment                                                      -           17,121
  Gain on extinguishment of debt                                		-	 	 -
  Minority interest                                    			 (824,361)	  (362,191)
Changes in assets affecting operations
  (increase) / decrease
  Accounts receivable                                               	     (200)          (2,311)
  Inventory                                                      	  (58,506)          (3,122)
  Prepaid expenses                                        		   (5,000)          (4,000)
  Deposits                                              		  (16,210)          (7,774)
  Notes receivable                                                    	      221           10,870
Changes in liabilities affecting operations
  increase / (decrease)
  Accounts payable                                                	   45,559           52,516
  Accrued payroll and related expenses                            	   25,000           85,000
  Accrued expenses                                                 	   55,466           63,528
  Note payable  - related party                           		  145,170          (11,315)
								     ------------	----------
Net cash used in operating activities 		                         (771,791)        (633,915)
								     ------------	----------
Cash flows from investing activities:
  Purchase of fixed assets                                             	  (85,757)        (101,146)
  Purchase intangible assets                                          	 (149,248)
  Purchase subsidiary                                                 	 (168,254)        (200,981)
								     ------------	----------
Net cash used in investing activities		                         (403,259)        (302,127)
								     ------------	----------
Cash flows from financing activities:
  Net increase in Notes payable                                        	  716,128		 -
  Proceeds from issuance of stock                                    	  500,000        1,062,033
								     ------------	----------
Net cash provided by financing activities 		                1,216,128        1,062,033
								     ------------	----------
  Cash and Cash equivalents:
  Increase (decrease) in cash                                              41,078       $  125,991
  Cash-beginning period                                                   109,357            8,029
								     ------------	----------
  Cash end of period                                                      150,435       $  134,020
								     ============       ==========


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
</TABLE>
					6
<PAGE>

	       AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 2006
                                  (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 17, 1996, the Company changed its name
to AmeriResource Technologies, Inc.

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.    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 nine
months ending September 30, 2006, and September 30, 2005,  are  not necessarily
indicative  of  the  results  that may be expected for the fiscal years  ending
December 31, 2006. 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 for December 31, 2005. The
Company  follows the same accounting policies in  the  preparation  of  interim
reports.

RECLASSIFICATIONS

Certain  reclassifications  have been  made to prior year amounts to conform to
the current year presentation.  These reclassifications had no  effect  on  the
previously reported net loss.

USE OF ESTIMATES

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

					7
<PAGE>

PRINCIPLES OF CONSOLIDATION
The   consolidated  financial  statements  include   the  combined  accounts  of
AmeriResource Technologies, Inc., West Texas  Real  Estate  &  Resources', Inc.,
RoboServer Systems, Inc.,  Self-Serve  Technologies,  Inc.,  Net2Auction,  Inc.,
Net2Auction Corporation, Auction Wagon Inc., VoIPCOM  USA, Inc., Kootenai Corp.,
now called BizAuctions, Inc., and BizAuctions Corp. All significant intercompany
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.

NOTE 3 - GOING CONCERN

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 th ngs, 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 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 mergers and/or acquisition of profitable operations.

NOTE 4 - CORRECTION OF ERRORS

The  Company has restated its previously issued September 30, 2006 consolidated
financial  statements  for matters related to the following previously reported
item:  reversal of the original  recording  of  the  gain on extinguishments of
debt associated with the settlement agreement between  American  Factors Group,
LLC  ("AFG"),  AmeriResource  Technologies,  Inc.  ("The Company"), and  Delmar
Janovec  (CEO/President)  as  a  result  of  all  cash considerations  for  the
discharge  of  debt  not  being  satisfied  to  derecognize  the  liability  in
accordance  with Statement of Financial Accounting  Standards  Board  No.  140,
Accounting for  Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities ("SFAS  140). The accompanying consolidated financial statements
as of and  for  the nine  month period  ended  September  30,  2006  have  been
restated to reflect the corrections in accordance with SFAS No. 154,"Accounting
Change and Error Correction". The following is a summary of the restatements
for September 30, 2006:

Increase (decrease) of previously reported notes payable:

 - increase of notes payable related to AFG outstanding debt         232,067
								   ---------
    Total increase in previously reported liabilities                232,067
								   ---------
Increase of previously reported stockholder's (deficit):
  - total increase in net loss due to correction of errors          (232,067)
								   ---------
    Total increase in previously reported stockholders' deficit     (232,067)
 								   ---------
Effects of above referenced adjustments on net loss:

Decrease of previously reported other income (expense):             (232,067)
								   ---------
    Total increase in net loss                                     $ 232,067
								   ---------

The effect on the Company's previously issued September 30, 2006 financial
statements are summarized as follows:

					8
<PAGE>

	Condensed Consolidated Balance Sheet as of September 30, 2006

<TABLE>
<CAPTION>
<S>		<C>			<C>

                          	As previously     Net  	      As
                          	   reported     change     restated
				 ------------ ---------	 ------------
Assets
Current assets
 Cash and cash equivalents       $    150,435 $       -  $    150,435
 Inventory                             61,628         -        61,628
 Accounts receivable                      200         -           200
 Prepaid expenses                       5,000         -         5,000
 Notes receivable                       6,065         -         6,065
				 ------------ ---------	 ------------
 Total current assets                 223,328         -       223,328
				 ------------ ---------	 ------------
 Fixed assets, net                    203,737         -       203,737
				 ------------ ---------	 ------------
Other assets
 Intangible assets, net               678,499         -       678,499
 Deposits                              25,090         -        25,090
				 ------------ ---------	 ------------
 Total other assets                   703,589         -       703,598
				 ------------ ---------	 ------------
 Total Assets                    $  1,130,654 $       -  $  1,130,654
				 ============ =========	 ============
Current liabilities

 Accrued expenses                     131,362         -       131,362
 Accounts Payable                     113,889         -       113,889
 Notes payable - related party        198,487         -       198,487
 Notes payable                        734,080   232,067       966,147
				 ------------ ---------	 ------------
 Total current liabilities          1,177,818   232,067     1,409,885
 				 ------------ ---------	 ------------
Non-Current liabilities
   Commitments and Contingencies      200,571         -       200,571
 Notes payable, less current	      396,000	      -	      396,000
 				 ------------ ---------	 ------------
 Total liabilities                  1,774,389   232,067     2,006,456

Stockholders' deficit
 Preferred stock - Class A                131         -           131
 Preferred stock - Class B                177         -           177
 Preferred stock - Class C              1,000         -         1,000
 Preferred stock - Class D                250         -           250
   Common stock                        28,478         -        28,478
   Comprehensive loss on
 marketable securities                 (3,108)        -        (3,108)
 Additional paid-in capital        19,547,426         -    19,547,426
 Retained earnings                (20,598,907) (232,067)  (20,830,974)
   Minority Interest                  380,818         -       380,818
				 ------------ ---------	 ------------
 Total stockholders' equity          (643,735) (232,067)     (875,802)
 				 ------------ ---------	 ------------
  Total Liabilities &
   Stockholders' Deficit   	 $  1,130,654 $       -  $  1,130,654
				 ============ =========  ============
</TABLE>

					9
<PAGE>

	Condensed Consolidated Statement of Operations for the
		 Nine Months Ended September 30, 2006

<TABLE>
<CAPTION>
<S>					<C>	<C>
                                  	As previously      Net      	 As
                                   	  reported       change       restated
					 ----------    ----------    ----------
Gross revenues		                 $  576,252    $ 	-    $  576,252
Cost of Goods Sold                          485,325             -       485,325
					 ----------    ----------    ----------
Net revenues                                 90,927             -        90,927

Operating Expenses
General and administrative expenses         474,817             -       474,817
Salaries                                     75,000             -        75,000
Legal & professional                        346,282             -       346,282
Consulting		                  1,581,646             -     1,581,646
Depreciation and amortization                45,571             -        45,571
					 ----------    ----------    ----------
Net operating Loss                       (2,432,389)            -    (2,432,389)

Other Income (Expense):
Interest expense, net                       (52,501)            -       (52,501)
Loan extension expense                       	  -             -             -
Gain on extinguishments of debt             232,067      (232,067)            -
Loss on marketable securities/
investments                       	          -             -             -
					 ----------    ----------    ----------
  Total other income (expense)              179,566      (232,067)      (52,501)
					 ----------    ----------    ----------

Minority interest			    824,361		-	824,361

Net Loss	                        $(1,428,462)   $ (232,067)   $(1,660,529)
					 ===========    ==========    ===========
Loss per Common Share:

Basic and Diluted         		 $    (0.01)        	-    $    (0.01)
					============ 	=========    ============

Weighted Average Common Shares Outstanding:

Basic and Diluted                        192,365,242     	      192,365,242
					============ 	=========    ============






</TABLE>


NOTE 5 -- STOCKHOLDERS' DEFICIT

COMMON STOCK

In December of 2004, the Company approved a 40 for 1 reverse  stock  split. All
shares figures are shown after the post reverse split.

During the third quarter ending, September 30,  2006, the  Company  issued  the
total of 55,398,936 shares of common stock:

49,720,544 shares of common stock were issued for consulting services valued at
$344,967.

5,678,392  shares of  common  stock  were  issued  for  legal  and professional
services of $37,700.
					10
<PAGE>

PREFERRED STOCK


NOTE 5 -- STOCKHOLDERS' DEFICIT (CONTINUED)

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 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 the quarter ending September 30, 2006.  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 a redemption  price  of  $2.00 per share with interest of 8% per annum.
The holders of the Series C also possess liquidation rights of  $2.00 per share
superior in priority to holders of common stock or any junior securities.

On February 22, 2002, the Company filed a "Certificate of Designation" with the
Secretary of State of 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 a redemption price of $.001  per  share  with  interest of  8%  per
annum. The holders of the Series D also possess liquidation right of $.001  per
share superior in priority to holders of common stock or any junior securities.

On December 19, 2005, the Company filed a "Certificate of Designation" with the
Secretary of State of the State of  Delaware  to  designate 1,000,000 shares of
the  Preferred  Stock  as  "Series  E  Preferred  Stock".  Each  share  of  the
outstanding Series E Preferred shall be convertible  into  common  stock of the
Company  based  on the stated value of the $0.50 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 $0.50 per share with interest of 8% per annum. The
holders of the  Series  E  is  entitled  to  receive $0.50 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 $1,600,000 for the new class of Series C
Preferred Stock that was approved by the Board  of  Directors  on  January  31,
2002.

					11
<PAGE>

NOTE 6-NOTE PAYABLE

The Company had the following notes payable as of September 30, 2006.


Note dated April 12, 2005, interest is prime plus
3% originally due on November 12, 2005,  extended
through   November  4,  2006,  convertible   into
20,000,000 million shares of  VoIPCOM  USA,  Inc.
common stock.							$   80,000

Note dated February 2005, interest is prime plus
3% due on demand.  Convertible  into  RoboServer
common stock based upon 50% of the bid on a five
day trading average.						$   35,000

Note dated in 2002 is non-interest  bearing  and
due on demand.							$   50,000

Note dated August 31, 1998, and amended  in  the
fourth quarter of 2004, first  quarter of  2005,
and first quarter of 2006.  Payable to  American
Factors, in the  original  amount  of  $432,067,
secured by 30,000 shares of the Company's common
stock.  Prior period accrued interes of $4,350.
The note bears interest at 15%.					$  432,067
								$    4,350

Note dated May  8, 2006,  interest  is  10%  per
annum and due on  May  8, 2008  with  conversion
rights into RoboServer Systems common stock.			$  100,000

Note dated May 12, 2006,  interest  is  10%  per
annum and due on  May 12, 2008  with  conversion
rights into Net2Auction common stock.				$  171,000

Line Credit, prime plus 2%.					$  100,000

Note dated June  28, 2006, interest  is  10% per
annum and due on June 28, 2008  with  conversion
rights into BizAuctions common stock.				$  125,000

Note dated August 7, 2006, interest  is  12%  per
annum and due on February 7, 2007 with conversion
into BizAuctions common stock.					$  250,000

Capital Lease for various equipment.				$   14,730
								----------
Total notes payable.						$1,362,147

Less current portion.						$ (966,147)
								----------
Long-term portion.						$  396,000
								==========


        Maturities of notes payable at September 30, 2006, are as follows:

        2006		$  966,147
        2007		$      -0-
	2008		$  396,000
        Thereafter	 	 -
            		----------
     			$1,362,147


NOTE 7 - 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. The Company is currently
covered adequately for workmen's compensation,  business  property  &  casualty
insurance, general liability, and auto meeting the standard  limits  which  are
customary in the industry.

On  March  28,  2006,  the  Company  and  Delmar Janovec, individually, and AFG
entered into a Settlement Agreement for full  settlement  of  the existing debt
including   interest   and  penalties  totaling  approximately  $646,312.   The
settlement called for a  cash  payment  of  $350,000, pursuant to the following
terms:

   A. AFG received a cash payment of $50,000  from  the  Company and/or Janovec
      wired within  48 hours of both parties signing this agreement; and

   B. AFG  is  to  receive a cash payment of $200,000 from the  Company  and/or
      Janovec thirty (30) days from March 27, 2006; and

   C. AFG is to receive  a  cash  payment  of  $100,000 from the Company and/or
      Janovec sixty (60) days from March 27, 2006; and

   D. AFG is to receive 1,244,620 shares of the Company's common stock.

The Company intends to pay the above amounts without the assistance of Janovec.
In exchange for the above payments, AFG agreed to release and forever discharge
AMRE and Janovec any liability connected  to  the  debt,  and  will  cause  the
judgments and/or liens against AMRE and Janovec.  If AMRE  fails  to  make  the
payments above, then the agreement will become void, and any payments  will  go
to reduce the original note.

As  of  September  30,  2006,  the  Company  has  defaulted on the terms of the
settlement agreement. The Company is in discussions with AFG to amend the terms
of the Agreement.  AFG has  been  paid  $150,000  to  date by an officer of the
Company.

Jacques  R.  Behar, Plaintiff vs. AuctionWagon Inc., a California  corporation.
The plaintiff  filed a complaint in Superior Court of California, County of Los
Angeles, Beverly  Hills  Courthouse,  West District, Case Number, 05C00539. The
complaint  was  filed for the collection  of  fees  associated  for  accounting
services in the approximate  amount  of $9,115.28, plus any and all court fees,
that were alleged to have been provided  by the plaintiff on or about March 21,
2005.
					12
<PAGE>

The Company and the Plaintiff reached a settlement agreement on or about August
30, 2006, for $2,700, in cash, and the issuance of 3,800 shares of  Net2Auction
common restricted stock as full and


NOTE 7 - COMMITMENTS AND CONTINGENCIES-(CONTINUED)

final settlement with the Plaintiff. The Settlement calls for  a  Dismissal  in
Court, without prejudice, for the Company, Josh MacAdam, and David MacAdams.

The Company's subsidiary, Net2Auction, Inc. borrowed $50,000 from  an  investor
in 2002. The loan is non-interest bearing and has not specified  due  date. The
Company anticipates paying-off the loan amount by the  issuance  of  restricted
common  stock  to  the investor.   This  has  been  recorded  as  a  contingent
liability by the Company.

The Company has recorded $105,000 in various vendor debts that were created  by
some of its former subsidiaries that were either closed or sold-off during  the
years of 1996, 1997, and 1998. This liability has been recorded as a contingent
liability by the Company.

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 that have not been reflected in the financial statements.

NOTE 8 - MINORITY INTERESTS
v
During the period ended September 30, 2006, the Company was considered  to have
sufficient ownership and control of  RoboServer  Systems  Corp.,   Net2Auction,
Inc., and BizAuctions, Inc.; therefore  the companies  are  being  reported  as
subsidiaries on a consolidated basis.  Minority interest losses  attributed  to
RoboServer  Systems   Corp.,  Net2Auction,  Inc.,  and  BizAuctions,  Inc.  are
approximately $156,714, $203,283, and $325,341 respectively.


NOTE 9 - RELATED PARTY TRANSACTIONS

At  September 30, 2006, the Company had notes payable  to  officers,  a  former
officer,  and other stockholders.  Some of the notes were retired and stock was
issued in satisfaction  of  the  notes payable.  In addition, there was related
interest expense incurred and accrued  interest  the  Company  paid  by issuing
stock.

The  Company  also  issued  Super-Voting  Preferred Stock in RoboServer Systems
Corp. to an officer for services rendered.

Delmar Janovec, an officer and president of  the company, loaned $59,197 to the
Company which was outstanding at September 30,  2006  and is recorded as a Note
Payable  - related party. He is also owed an additional  $150,000  for  accrued
salary for  his  services  for  the  subsidiaries ($50,000 per subsidiary) also
recorded as a note payable. The note is  payable on demand, and is non-interest
bearing.  In addition, he is owed an additional  $100,000  per  annum  for  his
salary  pertaining   to  the  parent  company.   At  September  30,  2006,  the
outstanding amount of $25,000 is included in accrued expenses.


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


FORWARD-LOOKING INFORMATION

      This  quarterly report contains  forward-looking  statements.   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  the  Company's  future  financial
performance.  In  some  cases, you  can  identify  forward-looking   statements
by  terminology  such  as  "may," "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.

      Although the Company believes the expectations reflected in the  forward-
looking  statements  are reasonable, it cannot guarantee future results, levels
of activity, performance,  or  achievements.  Although all such forward-looking
statements are accurate and consequently do not  assume  responsibility for the
ultimate  accuracy  and  completeness of such forward-looking  statements.  The
Company is under no duty to  update any of the forward-looking statements after
the date of this report to confirm such statements to actual results.

RESTATEMENT

      The unaudited condensed consolidated statement of operations for the nine
month  period  ending  September 30,  2006  has been restated.  The restatement
related to the reversal of the original recording of the gain on extinguishment
of debt, as  more  fully  discussed  in  Note  4  to  the  unaudited  condensed
consolidated  financial statements.  The financial information set forth in the
following Management's Discussion and Analysis gives effect to the restatement.

GENERAL

      AmeriResource  Technologies,  Inc.  (the  "Company")  conducts operations
primarily   through  its  subsidiaries,  including  RoboServer  Systems   Corp.
("RBSY"), Self-Serve  Technologies,  Inc. ("SSTI"), Net2Auction, Inc. ("NAUC"),
Net2Auction Corporation ("N2AC"), AuctionWagon  Inc. ("AWI"), Auction Boulevard
("AB") BizAuctions Corp. ("BAC"), and Kootenai Corp.  ("KNTI"). As of August 1,
2006,  the  Company  owned approximately 38.7% of NAUC common  stock  and  upon
conversion of the SuperVoting  Preferred collectively gives AMRE 69.6% control,
which owns 100% of N2AC and AWI.  NAUC  is  publicly  traded on the Pink Sheets
under  the  stock  symbol  "NAUC."  As  of  August 1, 2006, the  Company  owned
approximately  47.15%  of  RBSY's  common  stock and  upon  conversion  of  the
SuperVoting Preferred would give the Company approximately 76.2% control, which
owns 100% of SSTI. RBSY is publicly traded on  the Pink Sheets under the symbol
"RBSY." As of August 1, 2006, the Company's subsidiary, NAUC owns approximately
70% of KTNI's common stock and gives the company  majority control. KTNI's name
has been changed to BizAuctions, Inc. as of August  17,  2006,  and is publicly
traded  on  the  Pink  Sheets  under  the  symbol "BZCN." BAC is a wholly-owned
subsidiary  of  BZCN.  The  Company continues to  search  for  viable  business
operations  to  acquire or merge  with  in  order  to  increase  the  Company's
revenues, asset base, and to achieve profitability.


					13
<PAGE>

NET2AUCTION, INC.

      Net2Auction  is  an  operator  of  online  auction drop-off locations and
develops relationships with independently owned and/or franchised pack and ship
centers.   We  believe  Net2Auction is ideal for people  who  want  hassle-free
selling  of their used goods  online  using  eBay  internet  auction  site.  In
addition to  the  millions  of  people who trade on eBay, we believe there is a
large population of people who would  like to participate on eBay, but lack the
skills, time or inclination to sell online  directly.   Net2Auction serves this
population by extending the reach of eBay.


      Net2Auction  handles  all  aspects  of  selling  goods on  eBay  for  its
customers, including photographing the goods to be sold,  posting  a picture of
the  goods  on  eBay,  drafting  the  product  description  for  eBay, handling
inquiries from potential purchasers, selling the goods, processing payments for
the  goods,  and  taking care of shipping the goods to the final purchaser.   A
customer of Net2Auction gets a  majority  of  the proceeds from the sale of the
goods while Net2Auction does all the work.


      As of September 30, 2006, NAUC operates eighteen (18) drop-off locations,
in addition to the twenty-five (25)  affiliate  locations that were acquired in
our acquisition of Auction Wagon Inc., on September  30, 2005. During the third
quarter  of 2006, Net2Auction developed numerous business  commercial  accounts
with several  top  retailers-wholesalers  within  the  USA. Net2 liquidates the
excess  inventory and/or returned merchandise of such accounts  on  eBay.   The
Company has  obtained  such  commercial  accounts in a wide variety of business
industries  or segments, including golf products,  electronics-computer  items,
shoes for both  men  and  woman,  and  clothing  for  men, women, and children.
Net2Auction  continues  to  receive  a  customer satisfaction  rating  on  eBay
exceeding 99%.  Net2Auction is listed as  an  "eBay  Trading  Assistant," which
allows  the  Company  to reach millions of potential buyers for our  customers'
unwanted  goods or products.  To  learn  more,  please  visit  our  website  at
www.net2auction.com.

AUCTION WAGON
      AWI was  incorporated  in  September  of  2003  and became the first eBay
consignment  store  in  the  Los Angeles market. AWI is the  first  company  to
qualify as both an eBay certified  developer and an eBay Trading Post. AWI is a
frontrunner in both the retail and software  segments  of  the  industry, being
featured in Entrepreneur, the New York Times, and the Wall Street  Journal. AWI
currently markets its consignment software to drop-off stores, and maintains  a
national affiliate network of drop-off locations.

      AWI's  software,  Store  Manager  Pro  G2,  performs virtually all of the
functions  needed  by  an  eBay  consignment  store, from  printing  contracts,
barcodes, and inventory labels to managing its  inventory,  payment,  shipping,
check  writing,  and  integrating  photo  editing. The Store Manager Pro offers
multiple  levels  of software supporting different  business  requirements  and
charges both a monthly  fee and an initial fee. The fees range from $99 to $330
per month, per customer.  Since January 1, 2006, AWI has added approximately 96
new  customer accounts. AWI's  software  continues  to  be  a  widely  used  by
commercial  business users doing business on eBay.  To learn more, please visit
our website at www.auctionwagon.com.

AUCTION BOULEVARD
      On September 14, 2005, NAUC acquired assets from AB. AB is an operator of
online auction  drop-off  locations. Among the assets acquired by NAUC were all
rights to the AB name, all  of  AB intellectual property, and all eBay accounts
opened by AB. Additionally, AB assigned  to  NAUC  the  lease to AB's principle
place of business, located in Encino, California.

      AB is a Trading Assistant, as determined by e-Bay,  with  operations  and
drop-off store
located  at  17412  Ventura  Boulevard, Encino, CA (northern Los Angeles area).
Auction Boulevard has accumulated in excess of 2,000 positive feedbacks on eBay
and has a 99% positive feedback.  To  learn  more,  please visit our website at
www.auctionboulevard.com.

					14
<PAGE>

BIZAUCTIONS, INC., FORMERLY KOOTENAI CORP.

      On June 27, 2006, Net2Auction acquired control  of Kootenai Corp. through
the  purchase  of Fifty Million (50,000,000) shares of common  stock  from  the
majority shareholder  of  Kootenai  Corp.  for,  One  Hundred  Seventy Thousand
($170,000)  US dollars. Kootenai Corp. later acquired BizAuctions  Corp.,  from
Net2Auction,  Inc.,  for  the  issuance of Fifty Million (50,000,000) shares of
common  stock  and  Twelve Million  (12,000,000)  shares  of  Preferred  stock.
Subsequent to the acquisition  of BizAuctions Corp., Kootenai Corp. changed its
name to BizAuctions, Inc. BizAuctions, Corp., is a   wholly-owned subsidiary of
BizAuctions,  Inc. BizAuctions is a publicly traded company which trades on the
Pink Sheets under the symbol of BZCN.

      BizAuctions,  Inc.  is  a prime provider of commercial  eBay  liquidation
services for excess inventory,  overstock  items, and merchandise that has been
returned. BizAuctions clients include some of the Nation's leading retail names
at the forefront of their industries.  To learn  more, please visit our website
at www.bizauctions.com.

 ROBOSERVER

      RBSY  is  a leading provider of self-service technologies  to  restaurant
industries. RBSY's  self-serve  systems are designed to work like ATM machines,
allowing customers too quickly and  easily  place orders, pay, and go. Industry
estimates  and market observations show that self-serve  technologies  can  cut
customer waiting time by as much as 33%.

            RBSY  kiosks  can  be  installed  in  any  restaurant in the United
States. RBSY also provides customers with custom software to allow the customer
to operate the kiosk with optimum efficiency. To provide  our  customers with a
custom  software  solution,  RBSY  has partnered with a leading kiosk  software
development company, St. Clair Interactive  Systems.   St.  Clair  provides our
customers with leading edge technology and online monitoring systems.  RBSY has
also  partnered  with  Renaissance Systems, a leading technology company.   Our
partnership with Renaissance  allows  RBSY  to  undertake  any and all customer
projects regardless of the size and scope.

            RBSY kiosks are manufactured by KIS Kiosks. RBSY's partnership with
KIS  allows  us  to  offer  the  competitive  pricing and top quality  hardware
products  available.  The  market  for  RBSY's  point-of-sale   and  self-serve
technologies is increasing rapidly.  Business  owners  are  seeking  out  self-
serve kiosks to allow such owners to provide more  efficient service  to  their
customers as well as reduce labor costs.

RBSY has installed  two  (2)  pilot  RoboServer  self-serve  units  in  two (2)
different  fast-food  franchisees,  with  the  first  installation  at Angelo's
Burgers in Encinitas, CA and the second

installation at Dairy Queen in Oceanside, CA. The Angelo's Burgers installation
was completed in the fall of 2005, and the Dairy Queen in the spring  of  2006.
RBSY continues to receive numerous inquiries from some of the leading fast-food
chains  for  the  RBSY  self-serve kiosks. SSTI is a wholly-owned subsidiary of
RBSY and is the entity that has performed all of the research, development, and
modifications since the POS  software and self-serve technologies were acquired
on  or  about  May 15, 2004.  To  learn  more,  please  visit  our  website  at
www.roboservercorp.com.

					15
<PAGE>

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, 2005, and  should further be read
in  conjunction  with  the  financial  statements  included  in  this   report.
Comparisons  made  between reporting periods herein are for the three and nine-
month periods ended September 30, 2006, as compared to the same period in 2005.

Revenues:

	Revenues for the three and nine months ended  September 30,  2006,  was
$261,154 and $576,252, respectively, as compared to $42,705 and $58,339 for the
same periods in 2005. The increase in revenues of $218,449 and $517,913 for the
three  and  nine  months  ended  September  30,  2006, is  due to the Company's
increase in operations of its subsidiaries.

Net Income or Loss:

 The Company's net loss for the three and nine months ended September 30, 2006,
was  $426,273  and  $1,660,529 as compared to $ $468,327 and $1,455,624 for the
same periods in 2005. The increase in net loss for the three and nine months is
due to  an increase in the General and Administrative expenses.  The  Company's
expenses for the three months ended September 30, 2006, as compared to the same
period in 2005,  are set forth below:

					  Three Months Ended
			     ---------------------------------------------
EXPENSES                     September 30, 2006		September 30, 2005
--------		     ------------------		------------------
General and Administrative              188,550                    180,241
Consulting                              478,710                	   173,677
Employee Salaries and Bonuses            25,000               	    25,000
Interest Expense                         36,086                     23,883
Legal and Professional                  119,507                    109,510
Research and development           	      -                     66,350
				        -------			   -------
TOTAL EXPENSES                          847,853       		   578,661
				        =======			   =======

The  increase  in  expenses  for  the  three months ended September 30, 2006 as
compared  to the same period in 2005 is due primarily to an increase in general
& administrative   expenses. Net service income increased significantly for the
three months ended  September 30, 2006  due  to  increased  operations  of  its
subsidiaries. The operating loss has increased due to the increase of operating
expenses.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's net cash used in operating activities for the nine months  ended
September  30,  2006,  increased  to  $771,791  as compared to net cash used in
operating activities of $633,915 for the same period in 2005.  This increase is
mainly  attributable  to  the increase of operations  and  the  acquisition  of
additional subsidiaries in  the development stages of operations.  The increase
in  net loss  of $1,660,529 for the  nine  months  ended  September  30,  2006,
compared to a net loss of $1,455,624 for the same period in 2005, was primarily
due to an increase in G & A expenses.

Net cash  used  in  investing  activities  increased to $ 403,259 for the nine-
months ended September 30, 2006, as compared to $302,127 for the same period in
2005.  This  increase  is due to the purchase of  BizAuctions,  Inc.,  and  the
purchase of inventory assets relating to various contracts the Company has with
the retailer-wholesalers.

Net cash provided by financing  activities was $1,216,128 for nine-months ended
September 30, 2006, compared to $1,062,033  for  the  same period in 2005. This
increase  is  due  to  increased  borrowing and the issuance  of  common  stock
effected to facilitate our investing activities.

The  Company  has  relied upon its chief  executive  officer  for  its  capital
requirements and liquidity,  in  addition  to raising capital from investors at
the subsidiary level. The Company's recurring  losses,  lack  of cash flow, and
lack  of cash on hand raise substantial doubts about the Company's  ability  to
continue  as a going concern.  Management's plans with respect to these matters
include raising additional working capital through equity or debt financing and
acquisitions  of  ongoing concerns, which generate profits, ultimately allowing
the Company to  achieve  consistent  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.

					16
<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

      We do not participate  in  transactions  that generate relationships with
unconsolidated  entities  or financial partnerships,  such  as  entities  often
referred to as structure finance  or  special  purpose entities ("SPEs"), which
would have been established for the purpose of facilitating  off-balance  sheet
arrangements  or  other contractually narrow or limited purposes as part of our
ongoing business. As  of  September 30,  2006,  we  were  not  involved  in any
unconsolidated SPE transactions.

ITEM 3. CONTROLS AND PROCEDURES

Restatement

As  discussed  in  the  Explanatory  Note to this Form 10-QSB/A for the quarter
ended September 30, 2006, and in Note [4] of the  footnotes  to  the  condensed
consolidated  financial statements contained  in  Part [I], Item  [1]  of  this
Amendment, the Company has amended its Quarterly Report on Form 10-QSB  for the
quarter ended  September 30,2006  ("the  Original  Filing")  in  order to amend
and restate  the  financial statements  and  related  disclosures as of and for
the  period  ending  September 30, 2006.  The  determination  to  restate these
consolidated  financial  statements  was  made  as  a  result  of the Company's
identification of certain matters related  to  the  reversal  of  the  original
recording of the gain on extinguishment  of debt associated with the settlement
agreement  between  American  Factors   Group,   LLC   ("AFG"),   AmeriResource
Technologies,   Inc.   ("The Company"),   and Delmar  Janovec  (CEO/President).
Specifically, all  cash considerations for  the  discharge  of  debt  were  not
satisfied in order to derecognize the liability in accordance with Statement of
Financial  Accounting  Standards Board No. 140, Accounting  for  Transfers  and
Servicing  of  Financial  Assets  and Extinguishments   of  Liabilities  ("SFAS
140).


Disclosure Controls and Procedures

As  required   by   Rule 13a-15(c) promulgated  under  the  Exchange  Act,  our
management, with the  participation  of  our Chief Executive  Officer/Principle
Financial Officer, evaluated the  effectiveness  of  our internal control  over
financial reporting as of September 30, 2006. Management's assessment was based
on criteria set forth by the  Committee  of  Sponsoring  Organizations  of  the
Treadway Commission in Internal Control-Integrated  Framework ("COSO").  In the
Original Filing for this period, filed with  the  Commission  on  November  20,
2006,   the  Company's  Chief  Executive  Officer/Principle  Financial  Officer
previously concluded that the Company's disclosure controls and procedures were
effective as of September 30, 2006.

In connection with the restatement discussed above, management of the  Company,
under the  supervision  and  with  the  participation  of  the Company's  Chief
Executive Officer/Chief Financial Officer, has re-evaluated  the  effectiveness
of our disclosure controls and procedures as of September 30, 2006. Based  upon
this re-evaluation and solely as a result of the  material  weakness  described
below under Internal Control Over Financial Reporting (Restated), the Company's
Chief  Executive  Officer/ Chief  Financial  Officer  has  concluded  that  the
Company's disclosure controls and procedures were not effective as of September
30, 2006.

In view of the fact  that the financial information presented in this quarterly
report on Form 10-QSB/A  for the fiscal quarter  ended September 30, 2006,  was
prepared in the absence of effective internal control over financial reporting,
we have devoted a significant amount of  time  and  resources to  the  analysis
of the financial statements contained in this report.  In particular,  we  have
reviewed  the  significant  account  balances and transactions reflected in the
financial statements contained  in  this  report  and  otherwise  analyzed  the
transactions  underlying our financial statements  to verify  the  accuracy  of
the financial statements.  Accordingly, management believes  that the financial
statements included  in  this  report fairly present, in all material respects,
our financial condition, results of operations, and cash flows.

Nevertheless, there can be no assurance that either  this review process or our
existing disclosure controls and procedures will prevent  or  detect all errors
and all fraud, if any, or result in accurate and reliable disclosure. A control
system  can  provide  only  reasonable  and  not  absolute  assurance that  the
objectives  of the control system are met. Because of the inherent  limitations
in  all control  systems,  no  evaluation  of  controls  can  provide  absolute
assurance  that  all  control  issues and instances of fraud, if any, have been
detected.  Additionally,  judgments  in  decision-making  can  be  faulty   and
breakdowns in controls can occur because  of simple errors or mistakes that are
not detected on a timely basis.

Internal Control over Financial Reporting (Restated)

Our  management  is  responsible  for  establishing  and  maintaining  adequate
internal control over financial reporting  that  includes  effective accounting
policies  and  procedures.  Projections of any evaluation of  effectiveness  to
future periods are subject to the risk  that  controls  may  become  inadequate
because  of changes in conditions, or that the degree of  compliance  with  the
policies or procedures may deteriorate.

In  the  Original  Filing for this period, management previously concluded that
the Company's disclosure controls and procedures were effective as of September
30, 2006.   However, in  connection  with  the  restatement  discussed  in  the
Explanatory  Note  to  this  Form  10-QSB/A for the quarter ended September 30,
2006, and in Note [4] of the  footnotes to the condensed consolidated financial
statements  contained  in  Part  [I],  Item [1]  of  this Amendment, management
has subsequently determined that the  material weakness described below existed
as of September 30, 2006.

As  a  result, management  has  concluded  that  the  Company  did not maintain
effective  internal control over financial reporting  as  of September 30, 2006
based on criteria established in Internal Control - Integrated Framework issued
by the COSO. Accordingly,  Management's  assessment of  Internal  Control  Over
Financial Reporting for the period ending September 30, 2006 has been restated.

The  specific  material  weakness  identified by management as of September 30,
2006 is described as follows:

Ineffective Controls Related to the Financial Closing Process

In September of 2007, upon discovery  that certain transactions were improperly
recorded, we determined it was necessary  to restate our condensed consolidated
financial  statements  as  of  September 30, 2006.  Additionally, the Company's
design and  operation  of  controls  with  respect to the  process of preparing
and reviewing  the  interim financial statements are ineffective.  Deficiencies
identified include the inadequate segregations of duties, lack of controls over
procedures used to enter transactions  into  the  general  ledger,  and lack of
appropriate  review of the reconciliations and supporting work-papers  used  in
the financial close and reporting process.

Management  is  in  process  of  developing  a  remediation plan to address the
material weakness identified above. We plan on developing our remediation steps
through a thorough  review  of  the  process  and  activities  surrounding  the
material weakness  and include changes  to  this  process  to  further  develop
methods to prevent or detect similar future occurrences.

Certain Changes in Internal  Control Over Financial Reporting during the Fiscal
Quarter Ended September 30, 2006

For the period ending Septmeber 30, 2006,  management  identified  the  changes
discussed  above  under  Internal  Control  Over Financial Reporting (Restated)
as of  the filing of this report. There were no other changes to  our  internal
control   over financial reporting during the three and nine month period ended
September 30, 2006 that  management believes have materially affected,  or  are
reasonably  likely  to  materially  affect, our internal control over financial
reporting.


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PART II - OTHER INFORMATION


ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

      Although the Company did not issue any of its own common stock during the
quarter  ended  September  30,  2006,  the Company's minority owned subsidiary,
Net2Auction, and its majority owned subsidiary,  BizAuctions,  Inc.  did  issue
common stock in conjunction with one acquisition.  Because we have consolidated
our  financial  statements  to include Net2Auction, Inc. and BizAuctions, Inc.,
the following is a disclosure  of  their  equity  issuances  during  the  third
quarter.

      BizAuctions,  Inc. closed a Stock Purchase Agreement, on June 28th, 2006,
by and between Net2Auction, Inc. for the issuance of Fifty Million (50,000,000)
shares of common restricted  stock  of  BizAuctions,  Inc.,  and Twelve Million
(12,000,000) shares of Series A Preferred. The securities, which were taken for
investment and were subject to appropriate transfer restrictions,  were  issued
without  registration  under  the  Securities  Act  upon exemptions provided in
Section 3(b) and 4(2) of the Securities Act and Regulation D.


ITEM 5.     OTHER INFORMATION

      On July 14, 2006, NAUC entered into a Lease Agreement ("Lease") with Mars
Enterprises, Inc. for the premises located at 1510 Corporate  Center Drive, San
Diego  California. The Lease term is three (3) years and three (3)  months  and
the Lease will terminate on October 17, 2009. The premise governed by the Lease
is freestanding  industrial  warehouse space consisting of approximately 20,193
square feet. Rent under the lease  is  $12,155.60  per  month.  The  Lease  was
guaranteed by Delmar Janovec and Brent Crouch.



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  8
		of  this  Form   10-QSB/A,  which  is  incorporated  herein  by
		reference.

SIGNATURES

      In accordance with  the  requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

AMERIRESOURCE TECHNOLOGIES, INC.

/s/ Delmar Janovec
------------------
Delmar Janovec, Chief Executive Officer and
Principal Financial Officer



Dated: September 18, 2007

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                              INDEX TO EXHIBITS

EXHIBIT                       DESCRIPTION

3.1                                        Articles  of  Incorporation  of  the
                        Company.  (Incorporated by reference from the Company's
                        Form S-4, file  number  33-44104, effective on February
                        11, 1992.).

3.2                                        Bylaws of the Company. (Incorporated
                        by reference from the Company's  Form  S-4, file number
                        33-44104, effective on February 11, 1992.)

10.1                                       Settlement  Agreement,  dated  March
                        27, 2006, by and between American  Factors  Group, LLC,
                        AmeriResource Technologies, Inc., and Delmar Janovec.

10.2                                       Acquisition   and   Asset   Purchase
                        Agreement  between  Net2Auction  and  AuctionBoulevard,
                        Inc. dated September 27, 2005. (filed as  Exhibit  10.1
                        to  the  Company's  Current Report on Form 8-K filed on
                        October 5, 2005, and incorporated herein by reference).

10.3                                       Acquisition   and   Stock   Exchange
                        Agreement  between  Net2Auction  and AuctionWagon Inc.,
                        dated September 30, 2005. (filed as  Exhibit  10 to the
                        Company's  Current  Report on Form 8-K filed on October
                        12, 2005, and incorporated herein by reference).

10.4                    Acquisition and Stock Exchange  Agreement  between  the
                        Company and RoboServer Systems Corp. dated  August  26,
                        2004 (filed as Exhibit  10(i)  to the Company's Current
                        Report on   Form 10-KSB filed on  April  15,  2005, and
                        incorporated herein by reference).

10.5                    Acquisition  and  Stock Exchange Agreement between  the
                        Company and Net2Auction,  Inc.  dated December 2, 2004.
                        (filed  as  Exhibit  10(ii)  to  the Company's  Current
                        Report  on  Form 10-KSB filed on April  15,  2005,  and
                        incorporated herein by reference).

10.6                                             Fourth Addendum Settlement and
                        Release  Agreement between  the  Company  and  American
                        Factors Group,  LLC  dated February 28, 2005. (filed as
                        Exhibit 10(iii) to the Company's Current Report on Form
                        10-KSB filed on April 15, 2005, and incorporated herein
                        by reference).

10.7                                       Share  Purchase  Agreement, dated as
                        of   April  15,  2005,  by  and  between  AmeriResource
                        Technologies, Inc. and BBG, Inc. (filed as Exhibit 10.1
                        to the  Company's  Current  Report on Form 8-K filed on
                        August 19, 2005, and incorporated herein by reference).

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10.8                                            Promissory  Note,  dated  as of
                        April 12, 2005. (filed as Exhibit 10.1 to the Company's
                        Current  Report  on  Form 8-K filed on August 19, 2005,
                        and incorporated herein by reference).

14                                         Code   of   Ethics  adopted  by  the
                        Company. (filed as Exhibit 14 to the Company's Form 10-
                        K  filed on April 18 2006, and incorporated  herein  by
                        reference).

21                                         Subsidiaries of Registrant (filed as
                        Exhibit  21  to  the Company's Form 10-K filed on April
                        18, 2006, and incorporated herein by reference).

31.1                    Certification of Chief  Executive Officer under Section
			302 of the Sarbanes-Oxley Act of 2002.

32.1                                       Certification   of  Chief  Executive
                        Officer of AmeriResource Technologies, Inc. Pursuant to
                        18 U.S.C. {section}1350



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