UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





FORM
10-Q





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
quarterly period ended September 30,
2008





 ̈
            TRANSITION
      REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from ____________ to ____________








Commission
file number 000-20033





AMERIRESOURCE
      TECHNOLOGIES, INC.(Exact
      name of Registrant as specified in its
charter)








DELAWARE
            81-1084784(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)








3440 E.
Russell Rd., Suite 217, Las Vegas, Nevada 89120


(Address
of principal executive offices)





(702)
      214-4249(Registrant’s
      telephone number)





Indicate
by check whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 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   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (See definition of “accelerated
filer or large accelerated filer as defined in Rule 12b-2 of the
Act).





Large
      accelerated filer   ̈
            Accelerated
      filer   ̈Non-accelerated
      filer   ̈
            Smaller
      reporting company  x





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




Yes   ̈  No 
x





Number of
shares of the issuer’s common stock, without par value, outstanding as of
November 10, 2008: 4,398,674,337




1





TABLE
OF CONTENTS








PART
      I   -   FINANCIAL
      INFORMATION
            3ITEM
      1.
            Financial
      Statements
            F-1ITEM
      2.
            Management’s
      Discussion & Analysis or Plan of Operations
            4ITEM
      3.
            Controls
      and Procedures
            6PART
      II -  OTHER
      INFORMATION
            7ITEM
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            7ITEM
      3.
            Defaults
      upon Senior Securities
            7ITEM
      4.
            Submissions
      of Matters to a Vote of Security Holders
            7ITEM
      5.
            Other
      Information
            7ITEM
      6.
            Exhibits
      and Reports on Form 8-K
            8SIGNATURES
            8INDEX
      TO EXHIBITS
            9CERTIFICATIONS
            10


2


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, 2008, 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
consolidated financial statements for the Company included herein are unaudited
but reflect, in management’s opinion, all adjustments, consisting only of normal
recurring adjustments that are necessary for a fair presentation of the
Company’s financial position and the results of its operations for the interim
periods presented.  Because of the nature of the Company’s business,
the results of operations for the three and nine months ended September 30,
2008, are not necessarily indicative of the results that may be expected for the
full fiscal year. The financial statements included herein should be read in
conjunction with the financial statements and notes thereto included in the Form
10-KSB for the year ended December 31, 2007.


3





AMERIRESOURCE
      TECHNOLOGIES INC. AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETSAs
      of September 30, 2008(Unaudited)September
      30,
            
            
            December
      31,2008
            
            
            2008ASSETS:Current
      Assets:Cash
            
            $
            84,873
            
            
            $
            156,028Accounts
      receivable
            
            
            7,489
            
            
            
            300Interest
      receivable
            
            
            33,832Prepaid
      expenses
            
            
            6,000
            
            
            
            6,000Inventory
            
            
            183,972
            
            
            
            119,220Note
      receivable
            
            
            16,065
            
            
            
            16,265Total
      Current Assets
            
            
            332,231
            
            
            
            297,813Fixed
      AssetsFixed
      assets at cost
            
            
            225,933
            
            
            
            216,757Accumulated
      depreciation
            
            
            (104,966
            )
            
            
            (71,656
            )120,967
            
            
            
            145,101Other
      AssetsNotes
      receivable - Long term
            
            
            411,868
            
            
            
            -Investment
      in marketable securities
            
            
            850,000
            
            
            
            850,000Intangible
      assets - net of accumulated amortization
            
            
            118,809
            
            
            
            125,271Goodwill
            
            
            427,496
            
            
            
            507,496Deposits
            
            
            25,307
            
            
            
            25,2821,833,480
            
            
            
            1,508,049Total
      Assets
            
            $
            2,286,678
            
            
            $
            1,950,963LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      Liabilities:Accounts
      payable
            
            $
            390,522
            
            
            $
            387,174Accrued
      expenses
            
            
            220,920
            
            
            
            261,891Accrued
      interest
            
            
            384,212
            
            
            
            202,513Note
      Payable - related party
            
            
            470,488
            
            
            
            550,881Current
      maturities of long term debt
            
            
            638,550
            
            
            
            858,550Total
      Current Liabilities
            
            
            2,104,692
            
            
            
            2,261,009Other
      LiabilitiesContingencies
      and commitments
            
            
            250,571
            
            
            
            250,571Long-Term
      Debt
            
            
            598,850
            
            
            
            -Total
      Other Liabilities
            
            
            849,421
            
            
            
            250,571Total
      Liabilities
            
            
            2,954,113
            
            
            
            2,511,580STOCKHOLDERS'
      DEFICITPreferred
      stock, $.001 par value; 10,000,000 shares authorizedClass
      A, issued and outstanding, 131,275 shares
            
            
            131
            
            
            
            131Preferred
      stock, $.001 par value; 10,000,000 shares authorizedClass
      B, issued and outstanding, 177,012 shares
            
            
            177
            
            
            
            177Preferred
      stock, $.001 par value; 1,000,000 shares authorizedClass
      C, issued and outstanding, 1,000,000 shares
            
            
            1,000
            
            
            
            1,000Preferred
      stock, $.001 par value; 750,000 shares authorizedClass
      D, issued and outstanding, 250,000 shares
            
            
            250
            
            
            
            250Common
      stock, $.0001 par value; 50,000,000,000 shares authorized;4,331,875,467
      and 159,154,238 shares issued and outstanding
            
            
            433,187
            
            
            
            15,915Additional
      paid-in Capital
            
            
            23,895,225
            
            
            
            22,434,822Comprehensive
      loss on marketable securities
            
            
            (3,108
            )
            
            
            (3,108
            )Retained
      deficit
            
            
            (24,687,511
            )
            
            
            (23,035,266
            )Minority
      interest
            
            
            (306,786
            )
            
            
            25,462Total
      Stockholders' Deficit
            
            
            (667,435
            )
            
            
            (560,617
            )Total
      Liabilities and Stockholders' Deficit
            
            $
            2,286,678
            
            
            $
            1,950,963


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


4




AMERIRESOURCE
      TECHNOLOGIES INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENT OF OPERATIONS(unaudited)Three
      Months Ended September 30,
            
            
            Nine
      Months Ended September 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenues
            
            $
            742,258
            
            
            $
            1,066,598
            
            
            $
            2,741,666
            
            
            $
            1,991,792Cost
      of goods sold
            
            
            638,797
            
            
            
            888,345
            
            
            
            2,223,134
            
            
            
            1,677,539Gross
      profit
            
            
            103,461
            
            
            
            178,253
            
            
            
            518,532
            
            
            
            314,253Operating
      expenses:Selling,
      general and administrative expenses
            
            
            162,011
            
            
            
            217,939
            
            
            
            539,000
            
            
            
            575,813Salaries
            
            
            122,010
            
            
            
            25,000
            
            
            
            408,807
            
            
            
            75,000Legal
      and professional
            
            
            44,926
            
            
            
            44,869
            
            
            
            209,014
            
            
            
            140,471Consulting
            
            
            304,791
            
            
            
            760,352
            
            
            
            1,459,456
            
            
            
            1,998,050Research and
      development
            
            
            
            
            
            
            4,850
            
            
            
            
            
            
            
            4,850Depreciation
      and amortization
            
            
            13,328
            
            
            
            15,492
            
            
            
            39,826
            
            
            
            52,796Total
      operating expenses
            
            
            647,066
            
            
            
            1,068,502
            
            
            
            2,656,103
            
            
            
            2,846,980Operating Loss
            
            
            (543,605
            )
            
            
            (890,249
            )
            
            
            (2,137,571
            )
            
            
            (2,532,727
            )Other
      income and expenses:Gain on
      sale of subsidiary
            
            
            100,350
            
            
            
            
            
            
            
            94,386Interest
      income
            
            
            41
            
            
            
            
            
            
            
            60,091Loss on
      store closure
            
            
            
            
            
            
            (56,177
            )
            
            
            
            
            
            
            (56,177
            )Gain on
      extinguishment of debt
            
            
            
            
            
            
            232,067
            
            
            
            
            
            
            
            232,067Interest
      expense
            
            
            (84,696
            )
            
            
            (86,685
            )
            
            
            (286,172
            )
            
            
            (206,054
            )Total
      other income and expenses
            
            
            15,695
            
            
            
            89,205
            
            
            
            (131,695
            )
            
            
            (30,164
            )Net
      loss before income tax provision
            
            
            (527,910
            )
            
            
            (801,044
            )
            
            
            (2,269,266
            )
            
            
            (2,562,891
            )Minority
      interest
            
            
            253,320
            
            
            
            322,579
            
            
            
            618,362
            
            
            
            1,029,965Income
      tax provisionNet
      loss
            
            $
            (274,590
            )
            
            $
            (478,465
            )
            
            $
            (1,650,904
            )
            
            $
            (1,532,926
            )Net
      loss per common share
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.01
            )
            
            $
            (3.19
            )Weighted
      average common shares outstanding
            
            
            865,752,744
            
            
            
            256,168,033
            
            
            
            117,719,030
            
            
            
            480,913




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


5





AMERIRESOURCE
      TECHNOLOGIES INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CASH FLOWS(unaudited)Nine
      Months Ended September 30,2008
            
            
            2007Cash
      flows from operating activities:Net
      loss
            
            
            (1,650,904
            )
            
            
            (1,532,926
            )Adjustment to
      reconcile net loss to cash used in operations:Stock
      issued to pay expenses (company and affiliate stock)
            
            
            1,631,433
            
            
            
            1,578,580Depreciation
      and amortization
            
            
            39,826
            
            
            
            52,796Minority
      interest
            
            
            (618,362
            )
            
            
            (1,029,965
            )Gain
      on extinguishment of  debt
            
            
            -
            
            
            
            (232,067
            )Loss
      on store closure
            
            
            -
            
            
            
            56,177Change
      in operating accounts:
            
            
            -
            
            
            
            -Accounts
      receivable
            
            
            (7,189
            )
            
            
            -Interest
      receivable
            
            
            (33,832
            )
            
            
            -Accounts
      payable
            
            
            3,348
            
            
            
            149,781Inventory
            
            
            (64,752
            )
            
            
            (32,440
            )Accrued
      expenses and accrued interest
            
            
            265,728
            
            
            
            182,479Note
      payable - related party
            
            
            29,758
            
            
            
            114,600Prepaid
      expenses
            
            
            -
            
            
            
            (1,072
            )Deposits
            
            
            (25
            )
            
            
            -Net
      cash used in operating activities
            
            
            (404,971
            )
            
            
            (694,057
            )Cash
      flows from investing activities:Purchase of
      intangible assets
            
            
            (54
            )
            
            
            (21,452
            )Purchase of
      assets
            
            
            (9,176
            )
            
            
            (15,226
            )Net
      cash used in investing activities
            
            
            (9,230
            )
            
            
            (36,678
            )Cash
      flows from financing activities:Proceeds from
      sale of subsidiary
            
            
            93,915
            
            
            
            -Proceeds from
      the sale of common stock
            
            
            -
            
            
            
            825,000Cash
      payment on loans
            
            
            -
            
            
            
            (264,978
            )Cash
      received on Long Term Debt
            
            
            121,150
            
            
            
            240,000Cash
      received on note payable - related party
            
            
            39,849
            
            
            
            -Cash
      received on notes receivable
            
            
            88,132
            
            
            
            -Net
      cash from financing activities
            
            
            343,046
            
            
            
            800,022Increase
      (Decrease) in cash
            
            
            (71,155
            )
            
            
            69,287Cash -
      Beginning of the period
            
            
            156,028
            
            
            
            93,637Cash
      - September 30, 2008
            
            
            84,873
            
            
            
            162,924Supplemental
      disclosure of non-cash investing and financing activities:Note
      payable issued for Note receivable
            
            
            500,000Note
      receivable received for Note payable
            
            
            500,000Interest
      receivable for Note receivable
            
            
            55,000Stock
      issued to pay accrued expenses
            
            
            125,000Stock
      issued to pay note payable - related party
            
            
            150,000Stock issued for Long Term Debt
            
            
            242,300Cash
      paid for:Interest
            
            
            25,000




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


6


AMERIRESOURCE
TECHNOLOGIES, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2008


(Unaudited)








NOTE
1-ORGANIZATION AND BASIS OF PRESENTATION





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.





The
accompanying unaudited and condensed consolidated financial statements included
herein have been prepared in accordance with accounting principles generally
accepted in the United States of America (US GAAP), for interim financial
statements, and pursuant to the instructions for Form 10-Q, and Article 8
of regulation S-X of the Securities and Exchange Commission. Accordingly,
the statements do not include certain information and footnote disclosures
normally included in annual financial statements prepared in accordance with
generally accepted accounting principles in the United States of
America.  In the opinion of management, all adjustments (consisting of
normal or recurring accruals) considered necessary for a fair presentation have
been included.  Operating results for the three months and nine months
ended September 30, 2008, are not necessarily indicative of the results that may
be expected for the fiscal year ended December 31, 2008. For further
information, the statements should be read in conjunction with the financial
statements and notes thereto included in the Company’s Annual Report on Form
10-KSB for the fiscal year ended December 31, 2007.





NOTE 2 –
            SIGNIFICANT
      ACCOUNTING POLICIES





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 Corporation, and
AuctionWagon Inc., BizAuctions, Inc., BizAuctions Corp, and BusinessAuctions,
Inc., and ARRT Receivables, Inc.  All significant intercompany
transactions and accounts have been eliminated in consolidation.





Basic
and Diluted Loss per common share


Loss per
common share is based on the weighted average number of common shares
outstanding during the period.  Potential common shares from options,
warrants and convertible debt outstanding are not included in the computation
because the effect would be antidilutive; therefore, basic and diluted earnings
per share are the same.




7





AMERIRESOURCE
TECHNOLOGIES, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2008


(Unaudited)





Cash
and Cash Equivalents





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





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 the extensive reliance on management’s estimates. Actual
results could differ from those estimates.





Stock
Based Compensation





The
Company has adopted the provisions of SFAS 123(R) in accounting for its stock
based compensation.  The Company compensates some employees and
consultants in stock.  The stock is valued using the closing price of
the stock on the day of issuance. During the 9 months ended September 30, 2008,
the Company recorded $1,579,215 in salary, consulting, and legal expense for
stock issued for services rendered.





ACCOUNTING
PRONOUNCEMENTS




Recently
Issued Accounting Standards





In
February 2006, the FASB issued Statement of Financial Accounting Standards
No. 155, Accounting for
Certain Hybrid Financial Instruments (“SFAS No. 155”), which amends
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities (“SFAS
No. 133”) and Statement of Financial Accounting Standards





No. 140,
Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities (“SFAS
No. 140”). SFAS No. 155 permits fair value measurement for any hybrid financial
instrument that contains an embedded derivative that otherwise would require
bifurcation, establishes a requirement to evaluate interests in securitized
financial assets to




8





AMERIRESOURCE
TECHNOLOGIES, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2008


(Unaudited)





ACCOUNTING
PRONOUNCEMENTS-(CONTINUED)





identify
interests that are freestanding derivatives or hybrid financial instruments
containing embedded derivatives.  The Company does not expect the
adoption of SFAS 155 to have a material impact on the consolidated
financial position, results of operations or cash flows.





In June
2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109” (FIN 48), which clarifies the accounting for uncertainty in
tax positions. This Interpretation requires that we recognize in our financial
statements the benefit of a tax position if that position is more likely than
not of being sustained on audit, based on the technical merits of the position.
The provision’s of FIN 48 become effective as of the beginning of our 2008
fiscal year, with the cumulative effect of the change in accounting principle
record as an adjustment to opening retained earnings. We do not expect the
adoption of FIN 48 to have a material impact on the
Company's consolidated financial position, results of operations or cash
flows.





In
September 2006, the FASB issued SFAS NO. 157 “Fair Value Measurements”. SFAS No.
157 defined fair values established a framework for measuring fair value in
generally accepted accounting principles and expand disclosure about fair value
in generally accepted accounting principles and expands disclosure about fair
values. This statement is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within theses
fiscal years. Management believes that the adoption of SFAS No. 157 will not
have a material impact on the consolidated financial results of the
Company.





In
September 2006, the Securities and Exchange Commission issued State Accounting
Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements”, (SAB 108),
which addresses how to quantify the effect of


financial
statement errors. The provisions of SAB 108 become effective as of the year
ended 2007, our fiscal year. We do not expect the adoption of SAB 108 to have a
significant impact on the financial statements.





SFAS No.
141(R). In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business
Combinations. SFAS No. 141(R) will significantly change the accounting for
business combinations. Under SFAS No. 141(R), an acquiring entity will be
required to recognize all the assets acquired and liabilities assumed in a
transaction at the acquisition-date fair value with limited exceptions. It also
amends the accounting treatment for certain specific items including acquisition
costs and non controlling minority interests and includes a substantial number
of new disclosure requirements. SFAS No. 141(R) applies prospectively to
business combinations for




9





AMERIRESOURCE
TECHNOLOGIES, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2008


(Unaudited)





ACCOUNTING
PRONOUNCEMENTS (CONTINUED)





which the
acquisition date is on or after January 1, 2009. The Company is currently
evaluating the impact that the SFAS No. 141(R) will have on its financial
statements.





SFAS No.
160. In December 2007, the FASB issued SFAS No. 160, "Non controlling Interests
in Consolidated Financial Statements" - An Amendment of ARB No. 51. SFAS No. 160
establishes new accounting and reporting standards for the non controlling
interest in a subsidiary and for the deconsolidation of a subsidiary.
Specifically, this statement requires the recognition of a non controlling
interest (minority interest) as equity in the consolidated financial statements
and separate from the parent's equity. The amount of net income attributable to
the non-controlling interest will be included in consolidated net income on the
face of the income statement. SFAS No. 160 also includes expanded disclosure
requirements regarding the interests of the parent and its non controlling
interest. SFAS No. 160 is effective for fiscal years, and interim periods
beginning after January 1, 2009. The Company is currently evaluating the impact
that the SFAS No. 160 will have on its financial statements.





SFAS No.
161. In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities-an amendment of FASB Statement No. 133" ("FAS
161"). FAS 161 changes the disclosure requirements for derivative instruments
and hedging activities. Entities are required to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity's financial position, financial performance, and
cash flows. The guidance in FAS 161 is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008, with
early application encouraged. This Statement encourages, but does not require,
comparative disclosures for earlier periods at initial adoption. The Company is
currently assessing the impact of FAS 161.





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 things, on its ability to
reduce certain costs, obtain new contracts and additional financing and
eventually, attaining a profitable level of operations.




10





AMERIRESOURCE
TECHNOLOGIES, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2008


(Unaudited)





NOTE
      3 –
            GOING
      CONCERN-(CONTINUED)





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





NOTE
      4 – STOCKHOLDERS’ DEFICIT





Common
      stock





During
the third quarter ending, September 30, 2008, the Company issued a total of
4,308,040,821 shares of common stock:





950,013,821
shares of common stock were issued for consulting services valued at
$222,708.





214,982,000
shares of common stock were issued for legal and professional services valued
at


$20,861.





3,143,045,000
shares of common stock were issued for conversion of debt valued at
$328,250.







Preferred
stock




The
Company has currently designated 10,000,000 shares of its 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 have been converted in
2007.  Dividends are not payable until declared by the
Company.




11





AMERIRESOURCE
TECHNOLOGIES, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2008


(Unaudited)





NOTE
4 – STOCKHOLDERS’ DEFICIT-(CONTINUED)





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.





NOTE
5 - NOTE RECEIVABLE





As of
September 30, 2008, the Company had the following amounts as notes
receivables.





Note receivable of
$6,065 from First Americans Mortgage Corp, bearing interest at the prime rate, principal
and interest payable on demand.






12





AMERIRESOURCE
TECHNOLOGIES, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2008


(Unaudited)





NOTE
5 - NOTE RECEIVABLE-(CONTINUED)





Note
receivable of $10,000 in principle from Candwich Food Distributors with
interest of $1,500 with principle and interest due on December 31,
2008.





Collateralized
Promissory Note of $411,868 from JMJ Financial with Maturity Date of
January 8, 2012.





NOTE
6 - LONG-TERM DEBT





The
Company had the following notes payable as of 9/30/08.





Line
      of Credit, dated March 25, 2007, interest is Prime plus 3%, due and
      payable March 10, 2008.  Note was extended until March 10,
      2009.
            $100,050American
      Factors Group Settlement Agreement dated March 27, 2006, revised in March
      2007, July, 2007, and March 15, 2008. Note is due on December 31,
      2008.
            $172,000Note
      dated June 29, 2007, interest is 3% per month, due and payable on or
      before December 31, 2007. Note has been extended to June 30,
      2008.
            $91,500Note
      dated June 28, 2006, interest is 10% due and payable on June 28, 2008,
      extended to March 31, 2009 convertible into BizAuctions common stock at
      $0.01 per share.
            $125,000







13


AMERIRESOURCE
TECHNOLOGIES, INC.


NOTES
TO   CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2008


(Unaudited)





NOTE
6 - LONG-TERM DEBT - (CONTINUED)





Note
      dated May 29, 2007 was due and payable on November 30, 2007. Note was
      amended on December 17, 2007 and extended to December 17, 2010. Interest
      is 10% per year and is convertible into common stock at the option of the
      lender.
            $  28,750Note
      dated July 9, 2007, due March 31, 2009 interest is $611.11 per day with
      interest paid through September 1, 2007.
            $100,000Convertible
      Promissory Note due on the maturity date of January 8, 2011 with a
      one-time interest charge of 12% of the principle amount. Principle and
      interest is convertible into common stock of the company.
            $495,100Note
      dated July 22, 2008 interest is 18%, due and payable on January 22, 2009,
      convertible into common stock of the company.
            $50,000Convertible
      Promissory Note due on the maturity date of January 8, 2011, with a
      one-time interest charge of 12% of the principle amount. Principle and
      interest is convertible into common stock of the company.
            $  75,000







Total
      notes payable
            
            
            $
            1,237,400Less
      current portion
            
            
            (638,550
            )Long-term
      portion
            
            $
            598,850





Maturities
of notes payable as of September 30, 2008, are as follows:





2008
            
            $
            388,5002009
            
            $
            250,0502010
            
            $
            28,7502011
            
            $
            570,100




14





AMERIRESOURCE
TECHNOLOGIES, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2008


(Unaudited)





NOTE
7 – BENEFICIAL CONVERSION FEATURE





On
January 8, 2008, the Company entered into a Convertible Promissory Note with a
principal amount of $90,000.  The note contains an embedded beneficial
conversion feature and accordingly, based on EITF 98-5, the Company has
determined the intrinsic value, and recorded additional interest expense and
increased the Additional Paid-in Capital to reflect this. The note is
convertible into common stock at the rate of 1⁄2 of the average 3 lowest stock
prices for the preceding 20 trading days.   The intrinsic value
was determined to be $122,903 at the commitment date.  Based on EITF
98-5, the additional interest expense and increased Paid-In Capital is limited
to the note amount ($90,000). This was recorded during the quarter ended March
31, 2008.





On
January 8, 2008, the Company entered into a Convertible Promissory Note with a
principal amount of $500,000.  The note contains an embedded
beneficial conversion feature and accordingly, based on EITF 98-5, the Company
has determined the intrinsic value, and recorded additional interest expense and
increased the Additional Paid-in Capital to reflect this. The note is
convertible into common stock at the rate of 1⁄2 of the average 3 lowest stock
prices for the preceding 20 trading days.   The intrinsic value
was determined to be $682,796 at the commitment date.  Based on EITF
98-5, the additional interest expense and increased Paid-In Capital is limited
to the note amount ($500,000).  This was recorded during the quarter
ended March 31, 2008.




NOTE
8 – COMMITMENTS AND CONTINGENCIES




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


AMENDMENT
#2 TO SETTLEMENT AGREEMENT





Amendment
dated as of March 15, 2008 to Settlement Agreement dated July 12, 2007 (the
“Agreement”) between American Factors Group LLC (“AFG”), AmeriResource
Technologies, Inc. (“ARRT”), and Delmar Janovec (“Janovec”).





1.
            The
      date on which the $222,000 owing by ARRT and Janovec pursuant to the
      Agreement is hereby extended to December 31,
  2008.





15





AMERIRESOURCE
TECHNOLOGIES, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2008


(Unaudited)




NOTE
8 – COMMITMENTS AND CONTINGENCIES - (CONTINUED)







2.
            AFG
      waives all prior defaults by ARRT and Janovec of their obligations under
      the Agreement.3.
            The
      parties acknowledge that the debt and the note evidencing it have been
      assigned by Nancy Hood Robins to Payroll Funding Company,
      LLC.  Payment of the debt is to be made to the assignee in good
      funds wired to the following
account:





PAYROLL
FUNDING COMPANY, LLC


3440
EAST RUSSELL ROAD


LAS
VEGAS NEVADA   89120


BANK
WEST OF NEVADA


ACCOUNT
#0320035069,


ABA#
122401778.





As
amended herein, the Agreement shall remain in full and effect





Boulevards-Green
Endeavors LTD., formerly Net2Auction, Inc., office located at 17412 Ventura
Boulevard, Encino, CA 91316 consists of approximately 700 sq. ft. of office
space and 800 sq. ft. of warehouse space for $3,419. The office lease extends
through December 31, 2008.





The
engineering and sales office of RoboServer Systems Corp., AuctionWagon, Inc.,
and Self-Serve Technologies consists of approximately 2,000 sq. ft. and is
located at 10979 San Diego Mission Rd., San Diego, CA 92108. The office is
subject to a lease that extended through September 30, 2008, at $2,011, per
month, which was extended for an additional one (1) year through September 30,
2009 with an increase of four (4) percent. The companies are subleasing the
office space from Net2Auction Corporation at the cost of the lease.





The
Company’s subsidiary, Net2Auction Corporation, had formerly subleased the second
office-warehouse space at 10969 San Diego Mission Rd., San Diego, California
92108 to AuctionWagon, Inc. at $1.48 per sq. ft., on a month to month lease. The
lease terminated on August 30, 2008 and was not renewed.





The
Company’s subsidiary, Net2Auction Corporation and BizAuctions, Inc., on July 18,
2006, 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 for three (3) years and three (3) months and the Lease will
terminate on October 17, 2009, with an option, for an additional two (2) years.
The premise governed by the Lease is a freestanding industrial warehouse space
consisting of approximately 20,193 square feet. Rent under the lease is at the
following monthly prices;

















16


AMERIRESOURCE
TECHNOLOGIES, INC.


NOTES
TO   CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2008


(Unaudited)




NOTE
8 – COMMITMENTS AND CONTINGENCIES-(CONTINUED)




1510
Corporate Center Drive from August 1, 2008 through October 17th, 2009
is $12,979 with cam charges of $3,231, per month.


Option
Years


1510
Corporate Center Drive from October 17, 2009 through October 17, 2010 is
$13,433


with cam
charges of $3,231, per month.


1510
Corporate Center Drive from October 17, 2010 through October 17, 2011 is $13,903
with cam charges of $3,231, per month.





The Lease
was guaranteed by Delmar Janovec and Brent Crouch.





The
Company’s corporate offices consist of two offices with approximately 510 sq.
ft. and are located at 3440 E. Russell Rd., Suite 217 & 206, Las Vegas,
Nevada 89120. The offices are subject to a six (6) month lease at $868 per
month, and $959, per month.





Green
Endeavors LTD., formerly Net2Auction, Inc., provided AuctionWagon, Inc.
shareholders a Price Protection on the Net2Auction shares in the event the share
price is below the share price of its common stock at the close of trading on
October 6, 2007, Green Endeavors LTD, will issue within thirty days following
the October 6, 2007 date, an additional one million ninety-five thousand
(1,095,000) shares of common restricted stock to be distributed to the
AuctionWagon, Inc. shareholders pro rata.





The
shares were not issued as the Company entered into an agreement to sell its
controlling interestsin
Green Endeavors LTD, to Nexia Holdings, Inc. on June 21, 2007, which was
subsequently closed on October 19, 2007.





The
Company and former AuctionWagon shareholders reached an agreement where the
Company will issue Twenty-one Thousand nine hundred (21,900) shares of Super
Voting Preferred stock from the Company’s Six Hundred Fifty Thousand (650,000)
shares of Super Voting Preferred which the Company retained in Green Endeavors
LTD, pursuant to the terms of the Stock Exchange Agreement. The Super Voting
Preferred stock has not been issued to the AuctionWagon shareholders pro rata
and will be issued prior to December 31, 2008.





The
Company recorded contingencies in the amount of $250,571 that consisted of trade
payables for various vendors owed by the Company and its
subsidiaries.  These trade payables were accrued more than seven years
ago (beyond the statute of limitations in most states) or prior to the Company
acquiring the subsidiary.




17




AMERIRESOURCE
TECHNOLOGIES, INC.


NOTES
TO   CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2008


(Unaudited)





NOTE
9– MINORITY INTERESTS





During
the period ended September 30, 2008, the Company was considered to have
sufficient ownership and control of RoboServer Systems Corp., and BizAuctions,
Inc.; therefore the companies are being reported as subsidiaries on a
consolidated basis. Minority interest losses attributed to RoboServer Systems
Corp., and BizAuctions, Inc., are approximately $99,372 and $153,948,
respectively.





NOTE
10-GOODWILL





Goodwill
and Other Intangibles





In
accordance with SFAS 142, “Goodwill and Other Intangible Assets”, we test for
impairment of goodwill annually using the Income Approach, which focuses on the
income-producing capability of the respective property during the fourth quarter
of each fiscal year. The underlying premise of this approach is that the value
of an asset can be measured by the present worth of the net economic benefit
(cash receipts less cash outlays) to be received over the life of the subject
asset. The steps followed in applying this approach include estimating the
expected after-tax cash flows attributable to the respective property and
converting these after–tax cash flows to present value through discounting. The
discounting process uses a rate of return, which accounts for both the time
value of money and investment risk factors. The present value of the after-tax
cash flows is then totaled to arrive at an indication of the fair value of the
assets. If the fair value of the assets exceeds the carrying value, then
impairment is measured based on the difference between the calculated fair value
and the carrying value. Our consolidated financial statements reflect all
adjustments required by SFAS 142.





Goodwill





At
September 30, 2008, the company had goodwill recorded on the purchase of
subsidiaries as follows: $161,925 from the purchase of Auction Wagon, and
$265,571 on the purchase of BizAuctions.  These amounts represent the
cost of the purchase above the value of the other assets.





Intangible
Assets


Intangible
assets consist of the following:  RoboServer patentable technologies,
software, and processes totaling $146,701 less accumulated amortization of
$28,280; and software in Auction Wagon of $670 less accumulated amortization of
$ 282.  These amounts are being amortized over 15
years.




18




AMERIRESOURCE
TECHNOLOGIES, INC.


NOTES
TO   CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2008


(Unaudited)








NOTE
11 - RELATED PARTY TRANSACTION





At
September 30, 2008, 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.





Conversion
of Debt.  On August 25, 2008, AmeriResource Technologies, Inc., a
Delaware corporation, authorized the issuance of 1,512,500,000 shares of its
restricted common stock of the Company, par value of $0.0001, to Delmar Janovec,
its President.   The issuance was in satisfaction of $150,000 in
debt that was owed to Janovec. The transaction was processed as a private sale
exempt from registration under Section 4(2) of the Securities Act of
1933.





Stock
paid for accrued expenses.  On August 25, 2008, AmeriResource
Technologies, Inc., a Delaware corporation, authorized the issuance of
1,237,600,000 shares of its restricted common stock of the Company, par value of
$0.0001, to Delmar Janovec, its President.   The issuance was in
satisfaction of $125,000 in accrued expenses (primarily prior year salary) that
was owed to Janovec. The transaction was processed as a private sale exempt from
registration under Section 4(2) of the Securities Act of 1933.




At
September 30, 2008, the Company had notes payable to its president, Delmar
Janovec, in the amounts of $321,647, and $275,000 for accrued salary for
calendar years 2007, 2006 and 2005. The notes are payable on demand with
interest accruing at 9% and is convertible into common stock, at the option
of the holder.  $175,000 of accrued salary is included in Accrued
Expenses. Interest expense of $29,750 is recorded in Accrued
Interest.





At
September 30, 2008, the Company had notes payable to Brent Crouch, CFO, of the
subsidiaries, and in the amount of $132,204. Note is payable on demand, with
interest at 9%, and is convertible into common stock, at the option of the
holder. Interest expense of $8,910 is recorded in Accrued
Interest.





At
September 30, 2008 the Company had notes payable to officers of Auction Wagon in
the amount of $16,637.  The notes are payable on demand, with interest
at 9%, and are convertible into common stock, at the option of the holder.
Interest expense of $3,144 is recorded in Accrued Interest.





The
convertible notes and corresponding amounts that are owed to Delmar Janovec and
Brent Crouch do not contain a beneficial conversion feature.





19





NOTE
12-SUBSEQUENT EVENTS







David
Levitt, Plaintiff vs. BizAuctions, Corp, a Nevada corporation, BizAuctions,
Inc., a Delaware
corporation, Green Endeavors, LTD, a Delaware corporation, AmeriResource
Technologies, Inc., a Delaware corporation, and Delmar Janovec, an individual.
The complaint was filed on October 8, 2008 in the Superior Court of the State of
California, County of San Diego-South County Division, Case No.
37-2008-00073539-CU-QE-SC. The complaint is for breach of contract regarding
issuance of restricted stock for services rendered, failure to pay minimum
wages, overtime wages, and reimbursement for business expenses and other
benefits, as well as attorney fees and expenses.





The
Company and defendants will deny the allegations and vigorously defend its
position on the matter.




















20





ITEM
      2.
            MANAGEMENT'S
      DISCUSSION & ANALYSIS OF FINANCIALCONDITION 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 that the expectations
reflected in the forward-looking statements are reasonable, it cannot guarantee
future results, levels of activity, performance, or achievements.





GENERAL





AmeriResource
Technologies, Inc. (the “Company”) conducts its business as a holding Company in
a structure that includes several wholly-owned and majority-owned subsidiaries
which are involved in software development for the Fast-Food and full service
restaurant industry, and as a commercial liquidator for some of the nation’s top
retailers for their excess inventory, overstocks, and returned merchandise
selling the products on eBay. The Company’s subsidiaries are listed below and
with the percent of ownership as of September 30, 2008, as
follows;  RoboServer Systems Corp. (“RBSY”), Self-Serve Technologies,
Inc. (“SSTI”),  Net2Auction Corporation (“NAC”), AuctionWagon Inc.
(“AWI”), Auction Boulevard (“AB”), BizAuctions, Inc. (“BZCN”) and, BizAuctions
Corp. (“BAC”), Business Auctions, Inc. (“BSAI”). As of September 30, 2008, the
Company owned 100% of Net2Auction Corporation, and AuctionWagon Inc. The Company
owned approximately 40% of RoboServer’s common stock and upon conversion of the
Super-Voting Preferred would give the Company approximately 59% control.
Self-Serve Technologies, Inc. is a wholly owned subsidiary. RoboServer is
publicly traded on the Pink Sheets under the symbol “RBSY.  The
Company owned approximately 59% of BizAuctions, Inc.’s common stock and upon
conversion of the Super-Voting Preferred would give the Company approximately
81% ownership or control of BizAuctions, Inc. BizAuctions Corp. and Business
Auctions, Inc. are wholly-owned subsidiaries of BizAuctions, Inc. BizAuctions,
Inc., is publicly traded on the Pink Sheets under the symbol “BZCN.” Despite the
operations of our various subsidiaries, 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 achieve profitability.





The
Company continues to search for viable business operations to acquire or merge
with in order to increase the Company’s asset base, revenues, shareholder value,
and to achieve profitability on a consistent level.





21




AuctionWagon
Inc.





AuctionWagon
was incorporated in September of 2003 and became the first eBay consignment
store in the Los Angeles market. AuctionWagon is the first company to qualify as
both an eBay certified developer and an eBay Trading Post. AuctionWagon 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.
AuctionWagon currently markets its consignment software to drop-off stores, and
maintains a national affiliate network of drop-off locations.





AuctionWagon’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, AuctionWagon has added approximately 200 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.




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
has established itself as a leader within the eBay marketplace through its
online auctions of well known name brand merchandise.  Our designation
on eBay as a Power-Seller ranks us amongst the most successful leaders on eBay
in terms of sales and customer satisfaction.  With a worldwide
audience of approximately 250 million registered users, eBay provides us a well
known and established forum to market and sell our merchandise for top dollar in
a competitive bidding format.





Our
strategy is that of the most basic of economic principles: Buy low and sell
high. We have contracted with retailers that are leaders in their industry to
purchase salvaged merchandise at a discount
and sell for a profit on eBay.  This salvaged merchandise is generally
overstock inventory, display models, and customer returns. We sell everything
from quality home goods and brand name clothes to high-tech
electronics.  We list the merchandise through our own proprietary
software which is fully integrated and compliant with eBay.  Once an
auction ends, payment is collected via PayPal or credit card.  We have
our own designated Account Executives with both eBay and PayPal to help us
achieve our highest potential.








22





Our sales
volume and revenue has increased every period, as we have capitalized on the
constant demand of a loyal and growing customer base.  Our customers
are excited to be able to purchase top of the line merchandise at a discount
from retail prices. It is a winning combination that keeps us well positioned in
the marketplace.





BizAuctions
operates out of San Diego, CA. We are currently providing liquidation services
to retailers in California, Arizona, and Colorado, and in the process of
expanding into other states.  Over the past 2 years, we have created
and refined an efficient business model that will allow for expansion and growth
in the years ahead. The current operational capacity has the ability to handle
much more business that is limited only to our purchasing power. Our goal is to
have operations strategically placed throughout the U.S. to accommodate our
growth and demand for our products and services. For more information, please
see www.bizauctions.com.




RoboServer
Systems Corp.




RoboServer
Systems Corp. is a leading provider of self-service technologies to the
restaurant industries, and payment processing of parking tickets/citations for
municipalities and governmental agencies. RoboServer systems are designed to
work like ATM machines, allowing customers to quickly and easily place orders,
pay, and go. Industry estimates and market observations show that self-serve
technologies can reduce customer waiting time by as much as 33%.





During
the first nine months of this calendar year, RoboServer began rolling out the
first EasyPay kiosks.  A pilot program was contracted with the City of St.
Louis for a Parking Ticket Payment System Kiosk and the first unit was installed
on July 3rd2008.  City officials report great success and are considering
locations for more units City wide. Additional requests from Utility and Tax
authorities of the City of St. Louis are being developed for implementation
during the 4th quarter
and the City has asked that we partner with their payment processing company to
create a seamless product with one point of contact.





Additionally,
a new system in the medical sector has been developed for pilot testing called
RoboMedOffice.  The new Robo Medical Office Software and kiosk system
coincides nicely with the strict HIPAA regulations and allows patients to check
in, fill in medical system/condition forms in privacy, and then automatically
populates the patient's medical records without anyone seeing or overhearing
sensitive data except for the authorized medical staff.  A copy of the
forms can be printed at the kiosk for patient use or to be attached to the
patient’s file during the exam or electronically sent to the physicians tablet
for immediate use during the exam.  Additional features such as selecting
and scheduling their next appointment can be done at the kiosk and the reminder
card printed right at the kiosk, as well as the system sending email or phone
reminders automatically, greatly reducing the manpower currently required to
handle administrative paperwork and reminder calls. Income opportunities are
available by selling the patient copies of their personal medical records
printed right at the kiosk with proper security code.  Charges for records
will be collected at the kiosk by accepting debit/credit cards.  Patients
will also be able to review outstanding balances and make full or partial
payments.





23




RoboServer
has been approached by a large national credit card processing company and has
entered into preliminary contract discussions whereas; RoboServer will be the
vendor of choice for the credit card processing. This will allow the company to
position itself in a way that will allow their users to have another option for
making payments.  Several bids/quotes for this service have been tested and
RoboServer anticipates having the agreement formalized during the 4th quarter
of 2008 however, there is no assurance the Company will enter into an agreement
during the 4th quarter
of this calendar year.





RoboServer
developed its first pilot of the “Assisted Server” two-screen model that was
shown at the Las Vegas Restaurant, Hospitality, and Night Club Expo in March of
2007. The pilot “Assisted Server” was well received and resulted in numerous
leads with various business owners in both the restaurant and night club
segments. Business owners have expressed a need to migrate
customers to self-service without losing contact with the customer during their
ordering process. The “Assisted Server” can be used as self-service, assisted
service or counter service since the unit has two screens, one facing the
customer and a mirrored screen facing the cashier/counter helper. Businesses are
very excited about the “Assisted Server,” because it is a natural progression
from traditional POS line-ordering to self-service.





RoboServer
installed pilot 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.
Since the installation of the pilot self-serve free-standing kiosk in Dairy
Queen, RoboServer installed a 2nd model,
a counter-top self-serve unit in the fall of 2007.  RoboServer
continues to receive numerous inquiries from some of the leading fast-food
chains for the RoboServer self-serve kiosks. Self-Serve Technologies, Inc. is a
wholly-owned subsidiary of RoboServer and is the entity that has performed all
of the research, development, and modifications since the POS software and
self-serve technologies were acquired in May, 2004.  To learn more,
please visit our website at www.roboservercorp.com.





For further information on the
corporate structure and ownership of its subsidiaries, please review the
following two pages of this statement and the Company’s Form 10 KSB for year
ended December 31, 2007, filed on April 14, 2008, with the Securities and
Exchange Commission. The Form 10 KSB can be viewed on the SEC website atwww.sec.gov.




24





CORPORARTE
CHART FOR SUBSIDIARY OWNERSHIP OF ITS COMMON STOCK




























25


CORPORATE
CHART FOR SUBSIDIRY OWNERSHIP UPON CONVERSION OF PREFERRED OR SUPERVOTING
PREFERRED STOCK





























26





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, 2007, 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, 2008, as compared to the same
period in 2007.





Revenues





Revenues
for the three and nine month periods ended September 30, 2008, was $742,258 and
$2,741,666 respectively, as compared to $1,066,598 and $1,991,792 for the same
periods in 2007. The decrease in the three month’s revenue of $324,340 is
attributed to a decrease in electronic sales through the Company’s subsidiary
BizAuctions' eBay business model and the increase in the nine month’s revenue of
$749,874 respectively, is due to increased sales from the operations of the
Company’s subsidiary BizAuctions’ eBay business model.





Operating
Losses





The
Company’s operating losses of $543,605 and $2,137,571 for the three and nine
months ended September 30, 2008, compared to losses of $890,249 and $2,532,727
for the same periods in 2007.  The decrease in the three and nine
month operating loss of $346,644 and $395,156, respectively, resulted mainly
from decrease in consulting expenses for the three and nine months,
respectively.





Net
Losses





The
Company recorded net losses of $274,590, and $1,650,904 for the three and nine
months ended, September 30, 2008, as compared to $478,465 and $1,532,926
respectively, for the same periods in 2007. The decrease in the three months
$203,875 resulted from gain on sale of subsidiary, extinguishment of debt, and
minority interest.  The increase in the nine months of $117,978 is due
to increased legal expenses and salaries.





Expenses





The
Company’s expenses for the three and nine months ended September 30, 2008, as
compared to 2007, are set forth below;







27


THREE
MONTHS ENDED 9/30/2008 & 2007





Expenses
            
            Quarter
      ended 9/30/2008
            
            
            Quarterended9/30/2007Selling
      General and Administrative
            
            
            162,011
            
            
            
            217,939Consulting
            
            
            304,791
            
            
            
            760,352Officers
      Salaries and Bonuses
            
            
            122,010
            
            
            
            25,000Interest
      Expense
            
            
            84,696
            
            
            
            86,685Legal
      and Professional
            
            
            44,926
            
            
            
            44,869Research
      and development
            
            
            -0-
            
            
            
            4,850Cost
      of goods sold
            
            
            638,797
            
            
            
            888,345Total
      Expenses
            
            
            1,357,231
            
            
            
            2,028,040





NINE
MONTHS ENDED 9/30/2008 & 2007





Expenses
            
            Nine
      months ended 9/30/2008
            
            
            Nine
      months ended 9/30/2007Selling
      General and Administrative
            
            
            539,000
            
            
            
            575,813Consulting
            
            
            1,459,456
            
            
            
            1,998,050Officers
      Salaries and Bonuses
            
            
            408,807
            
            
            
            75,000Interest
      Expense
            
            
            286,172
            
            
            
            206,054Legal
      and Professional
            
            
            209,014
            
            
            
            140,471Research
      and development
            
            
            -0-
            
            
            
            4,850Cost
      of goods sold
            
            
            2,223,134
            
            
            
            1,677,539Total
      Expenses
            
            
            5,125,583
            
            
            
            4,677,777








The
Selling General and Administrative expenses for the three and nine month period
ended September 30, 2008, were $162,011 and $539,000 compared to $217,939 and
$575,813 for the same periods in 2007. The decrease in the three and nine month
expenses of $55,928 and $36,813 respectively, resulted from a decrease in
general & administrative expenses for the period. The Company experienced a
decrease of consulting and professional services rendered of $455,561, and a
decrease of cost of goods sold of $249,548.





LIQUIDITY
AND CAPITAL RESOURCES





The
Company’s net cash used in operating activities for the nine months ended
September 30, 2008, decreased to $410,689 as compared to net cash used in
operating activities of $694,057, for the same period in 2007.  This
decrease is mainly attributable to a decrease of minority interest between
periods.




28





LIQUIDITY
AND CAPITAL RESOURCES-(CONTINUED)





Net cash
used in investing activities decreased to $9,230 for the nine-months ended
September 30, 2008, as compared to $36,678 for the same period in 2007. This
decrease is due to a reduction in purchase of assets.





Net cash
provided by financing activities was $348,764 for nine-months ended September
30, 2008, compared to $800,022 for the same period in 2007. This decrease is due
to decreases in borrowings and the issuance of common stock for
cash.





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, 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.





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, 2008, we were not involved in any
unconsolidated SPE transactions.




















29





ITEM
      3.
            CONTROLS
      AND PROCEDURES




Based
upon the evaluation, the Company’s Chief Executive Officer and the person
performing functions similar to that of a Principal Financial Officer of the
Company concluded that the Company’s disclosure controls are effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company’s periodic SEC
filings. There have been no significant changes in the Company’s internal
controls or in other factors which could significantly affect internal controls
subsequent to the date the Company conducted its evaluation.




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in
Rule 13a-15(f) promulgated under the Exchange Act. Internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of an
issuer’s financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America
(“GAAP”). Internal control over financial reporting includes policies and
procedures that:


°
            Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transaction and dispositions of an issuer’s assets;
      and°
            Provide
      reasonable assurances that transactions are recorded as necessary to
      permit preparation of financial statements in accordance with GAAP, and
      that an issuer’s receipts and expenditure are being made only in
      accordance with authorizations of its management and directors;
      and°
            Provide
      reasonable assurance regarding prevention or timely detection
      of°
            Unauthorized
      acquisitions, use or disposition of an issuer’s assets that could have a
      material effect on the financial
statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, the application of any evaluation of
effectiveness to future periods is subject to the risk that controls may become
inadequate because of changes in conditions, or that compliance with the
policies or procedures may deteriorate.





As
required by Rule 13a-15(c) promulgated under the Exchange Act, our
management, with the participation of our Chief Executive Officer, evaluated the
effectiveness of our internal control over financial reporting as of September
30, 2008. 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”). Our assessment did not identify deficiencies that
were determined to be significant deficiencies in internal control.




A
significant deficiency is a control deficiency, or combination of control
deficiencies, that adversely affects the initiation, authorization, and
recording, processing or reporting of reliable financial data. Since there were
significant deficiencies in our assessment, management concluded that our
internal control over financial reporting was effective as of September 30,
2008, and December 31, 2007.




30




Remediation
Plan




We are
including information with respect to our internal control over financial
reporting for the period subsequent to the September 30, 2008, and the December
31, 2007 periods in order to provide readers with a current understanding of the
identified significant deficiencies, as well as how they were being addressed in
our remediation plan.




Subsequent
to September 30, 2008 and December 31, 2007 period, we had undertaken, extensive
work to remediate the significant deficiencies identified in our internal
control over financial reporting, including specific remediation initiatives as
described below. The implementation of these initiatives was a priority for us
in fiscal year 2006, 2007, and continues to be a priority in fiscal
2008.  We had begun implementing the actions described below with
respect to the identified significant deficiencies and had these deficiencies
corrected by the year-end December 31, 2007;




Inadequate
staffing.We have focused
intensive efforts on improving the overall level of our staffing in a number of
finance and accounting areas related to the significant
deficiencies.





Ineffective Controls related
to the Entering of Transactions into the General Ledger, Preparation of Certain
Account Analyses, Account Summaries, and Account
Reconciliations.


As a
result of the adjustments made with respect to certain balance sheet accounts
for the fiscal year-ended December 31, 2006, we determined a more detailed
review for these accounts was necessary in connection with our quarterly and
annual financial reporting process.  The Company developed a more
intensive financial close process to ensure a thorough review of entering
transactions into the general ledger is performed, supporting schedules are
adequately prepared and/or reviewed, and that they included adequate supporting
documentation.










31





PART
II - OTHER INFORMATION




ITEM
      1.
            LEGAL
      PROCEEDINGS





Since the
filing of the Form 10KSB for the physical year end December 31, 2007, and the
Form 10 Q filed for periods ended March 31, 2008 and June 30, 2008, there are no
material changes except as noted below, have occurred to the legal proceedings
reported herein. For additional information please review the Form 10 KSB filed
with the Securities and Exchange Commission filed on April 14,
2008.







David
Levitt, Plaintiff vs. BizAuctions, Corp, a Nevada corporation, BizAuctions,
Inc., a





The
Company and defendants will deny the allegations and vigorously defend its
position on the matter.





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





Conversion
of Debt.  On August 25, 2008, AmeriResource Technologies, Inc., a
Delaware corporation, authorized the issuance of 1,512,500,000 shares of its
restricted common stock of the Company, par value of $0.0001, to Delmar Janovec,
its President.   The issuance was in satisfaction of $150,000 in
debt that was owed to Janovec. The transaction was processed as a private sale
exempt from registration under Section 4(2) of the Securities Act of
1933.





Stock
paid for accrued expenses.  On August 25, 2008, AmeriResource
Technologies, Inc., a Delaware corporation, authorized the issuance of
1,237,600,000 shares of its restricted common stock of the Company, par value of
$0.0001, to Delmar Janovec, its President.   The issuance was in
satisfaction of $125,000 in accrued expenses (primarily prior year salary) that
was owed to Janovec. The transaction was processed as a private sale exempt from
registration under Section 4(2) of the Securities Act of 1933.




The sale
of the stock issued to Delmar Janovec is subject to Rule 144 regulations whereby
only 1% of the issued and outstanding can have the restrictive legend removed
every ninety (90) days for the sale of stock into the marketplace.




32





ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES





None
      as of this filing.





ITEM
      4.
            SUBMISSIONS
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS





None
      as of this filing.




ITEM
      5.
            OTHER INFORMATION




None
as of this filing.




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 in this Form 10-Q, which is incorporated herein by
      reference.(b)
            
            On
      August 26, 2008, filed Form 8-K for Item 3.02 - Unregistered Sales of
      Equity Securities.











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 A. Janovec


______________________________________


Delmar A.
Janovec, Chief Executive Officer and


Principal
Financial Officer


Dated:
November 19, 2008










33


INDEX
TO EXHIBITS





10.1
            Amended
      Settlement Agreement, dated March 15, 2008 by and between American Factors
      Group, LLC, AmeriResource Technologies, Inc., and Delmar Janovec. (filed
      as an Exhibit to the Form 10-KSB filed on March 31, 2008, and incorporated
      herein by reference).10.2
            Convertible
      Note, dated January 18, 2008 by and between JMJ Financial and the Company.
      (filed as an Exhibit 10.1 to the Company’s  Current Report on
      Form 8-K filed on January 18, 2008, and incorporated herein by
      reference).10.3
            Addendum
      to Stock Exchange Agreement between the Company and Nexia Holdings, Inc.,
      dated June 21, 2007. (filed as Exhibit 10.1 to the Company’s Current
      Report on Form 8-K filed on June 25, 2007, and incorporated herein by
      reference).10.4
            Lease
      Agreement & Lease Guarantee dated July 14, 2006 between Net2Auction
      Corporation and Mars Enterprises Inc. for the lease of Premises located at
      1510 Corporate Center Drive, San Diego, CA 92154. (filed as Exhibit 10.1
      to the Company’s Form 10-KSB filed on May, 10, 2007, and incorporated
      herein by reference).10.5
            Settlement
      Agreement, dated March 27, 2006, by and between American Factors Group,
      LLC, AmeriResource Technologies, Inc., and Delmar Janovec. (filed as
      Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March
      31, 2006, and incorporated herein by reference).10.6
            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).10.7
            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).10.8
            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).


34





10.9
            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).11.
            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).11.1
            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).11.2
            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).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. §1350






35


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