UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-QSB



(Mark One)

[X] Quarterly report under Section 13 or 15(d)
    of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2004.

[ ] 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
      
      (State or other jurisdiction of
      incorporation or organization)
      84-1084784
      
      (I.R.S. Employer 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 [ ]



On November 12, 2004, there were 925,130,739 outstanding
shares of the issuer's common stock, par value $0.0001.

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, 2004, 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 nine months
ended September 30, 2004 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, 2003.

|AMERIRESOURCE TECHNOLOGIES, INC.
|--------------------------------
|AND SUBSIDIARIES                
|Consolidated Balance Sheets     
|Unaudited                       
|                                
|                                
|A S S E T S                     
|                                
|                                
|                                
|                                
|Current Assets:                 
|                                
|                                
|                                
|                                
|                                
|                                
|Fixed Assets:                   
|                                
|                                
|                                
|                                
|                                
|                                
|Other Assets:                   
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                





The accompanying notes are integral part of Consolidated
Financial Statements.

|L I A B I L I T I E S and S T O C K H O L D E R S' E Q U I
    T Y                                                
|------------------------------------------------------------------------------------------------------------------
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|Current Liabilities                                                                                               
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|Non-Current Liabilities:                                                                                          
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|Stockholders' Equity                                                                                              
|                                                                                                                  
|Preferred stock $.001 par value; authorized 10,000,000 shares; Class A,
    issued and outstanding, 131,275 shares
|Preferred stock, $.001 par value; authorized 10,000,000 shares; Class B,
    issued and outstanding 177,012       
|Preferred stock, $.001 par value; authorized 1,000,000 shares; Class C,
    issued and outstanding 1,000,000      
|Preferred stock, $.001 par value; authorized 750,000 shares; Class C, issued
    and outstanding: 0.              
|Common Stock, $.0001 par value; authorized 1,000,000,000                                                          
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|Total Liabilities and Stockholder's equity                                                                        
|                                                                                                                  
|The accompanying notes are integral part of Consolidated
    Financial Statements.                                





|AMERIRESOURCE TECHNOLOGIES, INC.    
|------------------------------------
|AND SUBSIDIARIES                    
|Consolidated Statement of Operations
|Unaudited                           
|                                    
|For the three months ended          
|September 30                        
|2004                                
|                                    
|Net Service IncomeConsulting Income 
|40,000                              
|                                    
|                                    
|                                    
|Cost of Goods Sold                  
|                                    
|Gross Profit                        
|                                    
|Operating expenses                  
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|Other Income (Expense):             
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|Net Income (loss) before income tax 
|                                    
|Income Tax Provision (Note 7)       
|                                    
|Net Income (loss)                   
|                                    
|Earnings per share                  
|                                    
|Weighted average common shares      
|outstanding                         

|AMERIRESOURCE TECHNOLOGIES, INC.                       
|-------------------------------------------------------
|AND SUBSIDIARIES                                       
|Consolidated Statement of Cash Flows                   
|Unaudited                                              
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|Reconciliation of net loss provided by (used in)       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|Net cash provided by (used in) operating
    activities
|                                                       
|Cash flows from investing activities:                  
|                                                       
|                                                       
|                                                       
|                                                       
|Net cash provided by (used in) investing
    activities
|                                                       
|Cash flows from financing activities:                  
|                                                       
|                                                       
|                                                       
|Net cash provided by (used in) financing
    activities
|                                                       
|Increase (decrease) in cash                            
|                                                       
|Cash- beginning period                                 
|                                                       
|Cash- end of period                                    



NOTE 1 -- DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES



AmeriResource Technologies, Inc., formerly known as KLH
Engineering Group, Inc (the Management Company), a Delaware corporation, was
incorporated March 3, 1989 for the purpose of providing diversified civil
engineering services throughout the United States, to be accomplished through
acquisitions of small to mid-size engineering firms. On July 16, 1996, the
Company changed its name to AmeriResource Technologies, Inc.



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 ended September
30, 2004 and 2003 are not necessarily indicative of the results that may be
expected for the fiscal years ended December 31, 2004. For further information,
the statements should be read in conjunction with the financial statements and
notes thereto included in the Company's registration statement on Form 10-KSB.

Principles of consolidation



The consolidated financial statements include the combined
accounts of AmeriResource Technologies, Inc., West Texas Real Estate &
Resources', Inc., RoboServer Systems Corp., and Tomahawk Construction Company.
All material 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 -- INVESTMENT



A Stock Exchange Agreement was executed on September 17, 2004
and made effective on January 27, 2004 whereby the Company acquired a 40%
interest in 449 Corporation ("449") and WDHQ Corporation ("WDHQ") for 10,000,000
shares of the Company's common stock and $60,000 cash. The Company paid $30,000
with the signing of the revised Stock Exchange Agreement with the balance to be
paid on or before July 31, 2004. 449 and WDHQ operate a business that has four
franchises located in San Diego and Palm Springs, California, St. Louis,
Missouri, and Miami, Florida, as EagleRider. EagleRider provides rental of
Harley Davidson motorcycles and recreational equipment. This investment is being
accounted for as a non-marketable equity investment by the Company.



A Purchase Agreement was executed on May 18, 2004 whereby the
Company acquired the rights to the POS software and hardware, and a self-serve
application for 25,000,000 shares from Curtis



NOTE 3- INVESTMENT (con't)



Chambers, the developer and soft-ware engineer. The software
is used in the restaurant and fast food industry to allow customers to place
their own orders whereby reducing labor expense for the business and offers a
variety of improved management reports for the business owner. The product is
exiting the development stage and will be marketable over the next few months.



On August 26, 2004, the Company entered into an agreement
whereby it sold all of its 100% interest in its subsidiary Self-Serve
Technologies, Inc. to RoboServer Systems Corp. In exchange, RoboServer Systems
Corp. sold to the Company 25,000,000 shares of RoboServer Systems Corp. Common
Stock and 6,500,000 shares of RoboServer Systems Corp. Super Voting Preferred
Stock. Following the transaction, the Company owns approximately 99% of all of
the voting rights in RoboServer Systems Corp. Self-Serve Technologies, Inc. is a
developer of self-serve and point-of-sale technologies such as self-serve kiosks
and order stations for use by restaurants and the fast-food industry. The
purchase price was determined arbitrarily; however, the exchange represents a
100% for 99% exchange.



NOTE 4 -- STOCKHOLDERS' EQUITY

Common stock

During the third quarter of 2004, the Company issued a total
of 253,714,048 shares of common stock:

191,653,806 shares of common stock were issued for consulting services valued
at $326,426. These shares were valued at $.002 per share.

22,457,242 shares of common stock were issued for legal services valued at
$39,823. These shares were valued at $.002 per share.

10,000,000 shares of common stock were issued for the extension of a note
payable.



7,000,000 shares of common stock were issued pursuant to the
acquisition of the acquisition of Eagle Rider.



13,513,000 shares of common stock were issued pursuant to a
Subscription Agreement for a total of $25,000 in cash.



9,090,000 shares of common stock were issued pursuant to an
option agreement whereby the options were exercised. A total of $10,000 in cash
was received.

.

Preferred stock



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





Both Series A and B preferred stock bear a cumulative $.125
per share per annum dividend, payable quarterly. The shareholders have a
liquidation preference of $1.25 per share, and in addition, all unpaid
accumulated dividends are to be paid before any distributions are made to common
shareholders. These shares are subject to redemption by the Company, at any time
after the second anniversary of the issue dates (ranging from August 1990
through December 1995) of such shares and at a price of $1.25 plus all unpaid
accumulated dividends. Each preferred share is convertible, at any time prior to
a notified redemption date, to one common share. The preferred shares have equal
voting rights with common shares and no shares were converted in 1998. Dividends
are not payable until declared by the Company.



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



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



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



NOTE 5- NOTE PAYABLE



The Company had the following notes payable:







|                                                                                                                                                         |          
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------
|Note dated August 2, 2000, payable to American Factors,
    secured by 300,000 shares of the Company's common stock. The note bears
    interest at 15%. | 350,000  
|                                                                                                                                                         |          
|                                                                                                                                                         |          
|Total notes payable                                                                                                                                      | 350,000  
|                                                                                                                                                         |          
|Less current portion                                                                                                                                     | (350,000)
|                                                                                                                                                         |          
|Long-term portion                                                                                                                                        | $ -      



Maturities of notes payable at September 30, 2004,
        are as follows:



|2003       | $ 350,000
|---------- | ---------
|2004       |          
|2005       |          
|Thereafter | $ 350,000



NOTE 6 -- GOING CONCERN UNCERTAINTY



The accompanying financial statements have been prepared in
conformity with principles of accounting applicable to a going concern, which
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business. The Company has incurred continuing losses and has
not yet generated sufficient working capital to support its operations. The
Company's ability to continue as a going concern is dependent, among other
things, on its ability to reduce certain costs, obtain new contracts and
additional financing and eventually, attaining a profitable level of operations.



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

NOTE 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, auto,
businessmen, and property casualty insurance meeting the standard limits that
are customary in the industry. The Company does not presently have a general
liability policy in effect, and has no operations performed by the Company that
presently requires such insurance.

On March 19, 2004, AmeriResource Technologies, Inc. (the
"Company") rescinded, ab intitio, a September 25, 2001 Acquisition Agreement
(the "Agreement") the Company entered into with Wasatch Business Investors,
Inc., a Utah corporation ("WBI") and Covah, LLC, a Utah limited liability
company

("Covah"). Pursuant to the Agreement, WBI, as agent for Covah,
was to sell and transfer one hundred percent (100%) of Jim Butler Performance,
Inc., a Tennessee corporation ("JBP"), to the Company in exchange for one
hundred million (100,000,000) shares of the Company's stock, with seventy-five
million (75,000,000) shares being issued to Covah and twenty-five million shares
being issued to WBI. The Company rescinded the Acquisition Agreement because JBP
was to be tendered free and clear of any liens and encumbrances at the closing
of the Acquisition Agreement and the Company has been informed that a five
hundred fifty thousand dollar ($550,000) promissory note has been placed on
JBP's real property with a lien securing such debt.

Additionally, since the Agreement between the Company, WBI
and Covah for the purchase of JBP provided that JBP's assets be free and clear
of any liens and encumbrances, the Company considers the promissory note to WBI
in the amount of $350,000 to be invalid and unenforceable.



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





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 that 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 after the date of this report to
confirm such statements to actual results.



General



The Company's operations for the 3nd
Quarter ending September 30, 2004 wereconductedthrough its
wholly owned subsidiaries, West Texas Real Estate and Resources, Inc. ("WTRER")
and through its ownership of 40% of 449 Corporation ("449") and WDHQ, Inc. ("WDHQ")
and RoboServer Systems Corp ("RSSC") and Self-Service Technologies, Inc. ("SSTI").
The Company continues to seek viable business entities that are compatible to
the Company's overall strategic plans, are interested in going public for an
exit strategy for their employees, and/or just becoming an operating subsidiary
of a public company. In furtherance of this goal, subsequent to the second
quarter ending June 30, 2004, the Company settled a material portion of its
liabilities through the settlement of debt.



ROBOSERVER SYSTEMS CORP.



On August 26, 2004, the Company entered
into an agreement whereby it sold 100% ofits interest in its subsidiary,
Self-Serve Technologies, Inc. to RoboServer Systems Corp. In exchange,
RoboServer Systems Corp. sold to the Company 25,000,000 shares of RoboServer
Systems Corp. Common Stock and 6,500,000 shares of RoboServer Systems Corp.
Super Voting Preferred Stock. The Company owns approximately 99% of the voting
rights in RoboServer Systems Corp. Self-Serve Technologies, Inc. is a wholly
owned subsidiary of RoboServer and is the developer of POS (point-of-sale)
software and self-serve technologies for the self-serve kiosks and order
stations for utilization by restaurants and the fast-food industry. The purchase
price was determined arbitrarily with the exchange representing a 100% for a 99%
ownership.



POINT OF SALES (POS) SOFTWARE AND
SELF-SERVE TECHNOLOGY.



On May 18, 2004, the Company purchased a
Point of Sales (POS) software and hardware system, Self-Serve applications with
all rights for the intellectual properties, to include all trademarks and
copyrights from Curtis Chambers, a software engineer, owner and developer of the
POS system, for Twenty-five Million (25,000,000) shares of R-144 restricted
stock. The POS software and hardware system has been in commercial use for the
last three & 1/2 years in southern California in a full service restaurant. The
POS system offers a fully integrated system that includes all accounting
features with management tools/menus that offer various specialized reports for
inventory and labor control.



The POS Self-Serve system is a specialized
application accessible by restaurant customers from a kiosk. The self serve
nature of the software allows management the flexibility of reducing staffing
requirements thus lowers the labor expenses for the restaurant. This application
also allows the customer to order the food as well as pay in a much faster time
period and lessens the possibility of having an incorrect order being made.



Curtis Chambers, the engineer and
developer of our POS Software and Self Serve application, has assumed the
positions of Lead Developer with Self-Serve Technologies, Inc., a wholly-owned
subsidiary of RoboServer Systems Corp. and is currently nearing completing of
some add on features to the software and Self-Serve and kiosk application which
should be ready for commercial use by December 31, 2004.





General (continued)



449 and WDHQ CORPORATIONS



On September 17, 2003, the Company
executed a stock for stock like exchange agreement, ("Agreement"), with Donald
Herborn ("Herborn"), a 40% owner of four operating franchises of EagleRider,
Inc. These franchises known as 449 and WDHQ are engaged in the business of
providing rentals of Harley Davidson motorcycles and recreational equipment.
Pursuant to the Agreement, the Company issued three million (3,000,000) shares
of its restricted common stock equal to a value of $150,000 as a stipulated
value of $.05 cents to Herborn and/or his assignees in exchange for Herborn's
40% equity in 449 and WDHQ. The Company further agreed to guarantee seventy-five
percent (75%) of the shares at the stipulated value of $0.05 for a period of one
year from the date of closing based on the 60 day moving average prior to the
anniversary of Closing. If this 60 day average is less than the stipulated value
the Company will issue additional common stock, but in no event shall the
Company be required to issue more than an additional seven million shares to
Herborn for a maximum total of Ten Million (10,000,000) shares of restricted
common stock. Pursuant to the Agreement, the Company is also required to pay-off
corporate debts of 449 and WDHQ, totaling no more than $60,000 to various
vendors. In the first quarter of 2004, the Company executed an Addendum to the
stock for stock like exchange with Donald Herborn and was allowed to make an
initial payment at closing of $30,000 with the remaining $30,000 due on or
before July 31, 2004 in lieu of this $60,000 debt payment. On February 7, 2004,
the Company closed on the Herborn stock for stock like exchange agreement with
stock being issued and the first payment of $30,000 being conveyed to Donald
Herborn for the 40% equity in 449 & WDHQ Corporations. The Company made its
second and final payment of $30,000 to Donald Herborn on or about July 30, 2004,



On September 17, 2003, the Company
executed a Letter of Intent with Don and Charlene Swedo ("Swedos"), the majority
owners (approximately 58%) of 449 & WDHQ, setting forth in principle the terms
by which the Swedos would sell their ownership interests in 449 and WDHQ
Corporations to the Company through a stock for stock like exchange agreement
similar to the Herborn's Agreement. Additional, pursuant to the Letter of
Intent, the Company would provide an additional $340,000 for the purpose of
eliminating the debt of 449 and WDHQ and funding the expansion of one rental
location. The Company continues to own 40% of 449 and WDHQ Corporations and is
no longer in discussions with the Swedo's regarding their majority ownership
position. The Company is in discussions with EagleRider, Inc. corporate office
for other viable EagleRider franchise locations that maybe available for
purchase.



WEST TEXAS REAL ESTATE AND RESOURCES, INC.



The oil lease that had been entered into
by West Texas Real Estate and Resources on or about October 4, 1999 and then was
acquired by the Company in July of 2000 expired pursuant to the terms of the
lease on October 4, 2004. Therefore, the Company has reflected that adjustment
to its balance sheet and income statement as of September 30, 2004.



The Company continues to search for viable
business operations to acquire or merge with in order to increase the Company's
revenues, assets and profitability. The Company is concentrating on its
modifications to the POS software and Self-Serve application technology
presently being marketed through RoboServer Systems and Self-Serve Technologies,
Inc. with the expectation of bringing the Self-Serve kiosk technology to market
by the end of this calendar year. The Company will continue to search for other
viable businesses to acquire that will assist in providing the necessary
resources to reach a level of profitability.



Results of Operations

The following discussion should be read in
conjunction with the audited financial statements and notes thereto included in
our annual report on Form 10-KSB for the fiscal year ended December 31, 2003 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 period ended September 30, 2004 as compared to the same period in
2003.



Revenues for the third quarter ended
September 30, 2004 decreased to $40,000 from $747,728 in revenues for 2003. The
operating loss decreased to $417,893 as compared to $551,500 in 2003.

The Company's net loss for the quarter
ended September 30, 2004 increased to $2,118,047 from $552,931 in 2003. The
Company's expenses for the third quarter ended September 30, 2004 as compared to
2003, are set forth below:





|Expenses                      | Quarter ended 9/30/2004 | Quarter ended 9/30/2003
|----------------------------- | ----------------------- | -----------------------
|General and Administrative    | 20,367                  | 166,153                
|Consulting                    | 359,176                 | 0                      
|Employee Salaries and Bonuses | 25,000                  | 68,321                 
|Interest Expense              | 0                       | 16,050                 
|Legal and Professional        | 53,350                  | 582,495                
|Total Expenses                | 417,893                 | 551,500                



The decrease in these expenses for the third quarter
of 2004 as related to the same period for 2003 is primarily related to a
decrease in General & Administrative expenses of $ 146,786.



Liquidity and Capital Resources



The Company's net cash used in operating
activities for the nine-months ended September 30, 2004 increased to a negative
($1,892,763) from net cash used in operations of ($54,071) for the same period
in 2003. This increase is mainly attributable to an increase in expense from
non-cash services through the issuance of stock to $762,856 for the nine-months
of 2004 from $665,087 for the nine-months of 2003, and a decrease in fixed
assets from $1,700,621 for the nine-months ended September 30, 2003 to $163,121
for the nine-months ended September 30, 2004.



There was $1,670,096 in cash flow provided by investing
activities for the nine-months ending, September 30, 2004 and $(426) for the
same period in 2003.

There was $204,929 in cash flow provided by financing
activities for the nine-months ending, September 30, 2004, as compared to
$39,459 for the same period in 2003.

The Company has relied upon its chief
executive officer for its capital requirements and liquidity. The Company's
recurring losses, lack of cash flow and lack of cash on hand raise substantial
doubt 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.

ITEM 3. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, the
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and the person performing functions similar to that of a
Principal Financial Officer of the Company, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15. 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.

PART II - OTHER INFORMATION

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, which is incorporated herein by reference.

(b) Reports on Form 8-K. Form 8-K filed on August
      31, 2004, 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.

Dated: November 12, 2004

/s/ Delmar A. Janovec

Delmar A. Janovec
Chief Executive Officer and Principal 
Financial Officer





Dated: November 12, 2004

INDEX TO EXHIBITS



EXHIBIT PAGE

NO. NO. DESCRIPTION

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

* Form 8-K filed on August 31, 2004

31(i) 27 Certification of Chief Executive
                Officer and Principal Financial Officer under Section 302 of the
                Sarbanes-Oxley Act of 2002.

32(i) 28 Certification of Chief Executive
                Officer and Principal Financial Officer Pursuant to 18 U.S.C.
                Sec. 1350

* Previously filed as indicated and
incorporated herein by reference from the referenced filings previously made by
the Company.





\EXHIBIT
31(i)

CERTIFICATION

I, Delmar Janovec, as Chief Executive Officer and the
person performing functions similar to that of a Principal Financial Officer of
AmeriResource Technologies, Inc. (the "Company"), certify that:

1. I have reviewed this quarterly report on Form 10-QSB of
the Company;

2. Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this annual report;



3. Based on my knowledge, the financial statements, and
other financial information included in this annual report, fairly present in
all material respects the financial condition, results of operations and cash
flows of the small business issuer as of, and for, the periods presented in this
annual report;

4. The small business issuer's other certifying officer(s)
and I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a) designed such disclosure controls and procedures
    or caused such disclosure controls and procedures to be designed under my
    supervision, to ensure that material information relating to the small
    business issuer, including its consolidated subsidiaries, is made known to
    myself by others within those entities, particularly during the period in
    which this annual report is being prepared;

(b) designed such internal control over financial
    reporting, or caused such internal control over financial reporting to be
    designed under my supervision, to provide reasonable assurance regarding the
    reliability of financial reporting and the preparation of financial
    statements for external purposes in accordance with generally accepted
    accounting principles;

(c) evaluated the effectiveness of the small
        business issuer's disclosure controls and

procedures and presented in this report my conclusions
    about the effectiveness of the disclosure controls and procedures, as of the
    end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the small
    business issuer's internal controls over financial reporting that occurred
    during the small business issuer's most recent fiscal year that has
    materially affected, or is reasonably likely to materially effect, the small
    business issuer's internal controls over financial reporting; and

5. The small business issuer's other certifying officer(s)
and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors;

(a) all significant deficiencies and material
    weaknesses in the design or operation of internal control over financial
    reporting which are reasonable likely to adversely affect the small business
    issuer's ability to record, process, summarize and report financial
    information; and

(b) any fraud, whether or not material, that involves
    management or other employees who have a significant role in the small
    business issuer's internal control over financial reporting.



Dated: November 12, 2004

/s/ Delmar A. Janovec

Delmar A. Janovec
    Chief Executive Officer and Principal 
    Financial Officer





EXHIBIT 32 (i)



CERTIFICATION PURSUANT TO 18 U.S.C.
SECTIONS 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACTS OF
2002

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

In connection with the Quarterly Report of AmeriResource
Technologies, Inc. (the "Company") on Form 10-QSB for the quarter ended
September 30, 2004 (the "Report"), as filed with the Securities and Exchange
Commission, on the date hereof (the "Report), the undersigned, Delmar Janovec,
Chief Executive Officer and the person performing functions similar to that of a
Principal Financial Officer of the Company, hereby certifies, pursuant to 18
U.S.C. 1350, as adopted pursuant to 18 U.S.C., Section 1350, that:

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

(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.



Dated: November 12, 2004

/s/ Delmar A. Janovec

Delmar A. Janovec
Chief Executive Officer and Principal 
Financial Officer