SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                FORM 10-QSB / A

(Mark One)

[X]   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 for the quarterly period ended MARCH 31, 2006.

[ ]   Transition  report under Section 13 or 15(d) of the Securities  Exchange
      Act of 1934 for the transition period from __________ to __________.


COMMISSION FILE NUMBER: 0-20033


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


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


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

                                 (702) 214-4249
                                 --------------
                           (Issuer's telephone number)



      Check  whether  the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of  the Exchange Act during the past 12 months (or for such
shorter period that the registrant  was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
                             Yes   [X]   No [ ]

      Indicate by check mark whether  the  registrant  is  a  shell company (as
defined in Rule 12b-2 of the Exchange Act).
                              Yes   [ ] No [X]

      On  April  30,  2006,  there were 164,997,577 outstanding shares  of  the
issuer's common stock, par value $0.0001.

<PAGE>

*EXPLANATORY NOTE - The  Company  is filing this Amendment No. 1 to Form 10-QSB
to amend its Quarterly Report on Form  10-QSB  for  the quarter ended March 31,
2006  ("the  Original  Filing")  in  order to amend and restate  the  financial
statements  and  related  disclosures for  matters  related  to  the  following
previously reported items:  reversal  of  the original recording of the gain on
extinguishment  of  debt  associated  with  the  settlement  agreement  between
American  Factors Group, LLC ("AFG"), AmeriResource  Technologies,  Inc.  ("The
Company"),  and  Delmar  Janovec  (CEO/President)  as  a  result  of  all  cash
considerations for the discharge of debt not being satisfied to derecognize the
liability  in accordance with Statement of Financial Accounting Standards Board
No. 140, Accounting  for  Transfers  and  Servicing  of  Financial  Assets  and
Extinguishments   of  Liabilities  ("SFAS  140)  in  addition  to  the  Company
discovering that it  had  inadvertently included amounts from the three  months
ended March  31,  2004  instead of the  amounts  for  the  three  months  ended
March 31, 2005 within the Consolidated Statement of Operations and Consolidated
Statement of Cash Flows within  its Quarterly Report on  Form  10-QSB  for  the
Quarter ended March 31, 2006.

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

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

                        TABLE OF CONTENTS

PART I   - FINANCIAL INFORMATION

  ITEM 1.  Financial Statements 					  4

       A.  Unaudited Condensed Consolidated Balance Sheet at 		  4
	   March 31, 2006 (restated)

       B.  Unaudited Condensed Consolidated Statements of Operations 	  6
	   for the three months ended March 31, 2006 (restated)
	   and March 31, 2005

       C.  Unaudited Condensed Consolidated Statements of Cash Flows 	  7
	   for the three months ended March 31, 2006 (restated) and
	   March 31, 2005

       D.  Notes to Unaudited Condensed Consolidated Financial 		  8
	   Statements

  ITEM 2.  Management's Discussion & Analysis of Financial Condition
	   and Results of Operations					 11

  ITEM 3.  Controls and Procedures                                	 14

PART II  - OTHER INFORMATION                                             16

  ITEM 6.  Exhibits and Reports on Form 8-K                       	 17

SIGNATURES                                                               17
INDEX TO EXHIBITS                                                  	 18
CERTIFICATIONS

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

      As used herein, the term  "Company" refers to AmeriResource Technologies,
Inc., a Delaware corporation, and  its  subsidiaries  and  predecessors, unless
otherwise  indicated.   Condensed, Consolidated,  unaudited, interim  financial
statements including a balance sheet for the Company  as  of  the quarter ended
March  31,  2006, statement of operations and statement of cash flows  for  the
interim period  up to the date of such balance sheet and the comparable periods
of  the  preceding  year  are  attached  here to  beginning  on  Page 4 and are
incorporated herein by this reference.

      The condensed consolidated interim financial statements included  herein,
presented  in  accordance  with  United  States  generally  accepted accounting
principles and stated in US dollars, have been prepared by the Company, without
audit,  pursuant  to the rules and regulations of the Securities  and  Exchange
Commission. Certain  information  and footnote disclosures normally included in
financial statements prepared in accordance  with generally accepted accounting
principles  have  been  condensed  or  omitted  pursuant   to  such  rules  and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.

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




<TABLE>
<CAPTION>

<S>							<C>



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




                                                           March 31,
                                                             2006
                                                         (As restated,
							   see Note 4)
							   --------
					ASSETS
Current Assets:
     Cash and cash equivalents                             $159,603
     Inventory                                               13,032
     Accounts Receivable                                        270
     Prepaid Expenses                                         2,250
     Notes Receivable                                         6,065
							   --------
     Total Current Assets                                   181,220


Fixed Assets:
   Fixed Assets, at Cost                                    175,318
   Accumulated Depreciation                                 (29,933)
							   --------
     Net Fixed Assets                                       145,385

Other Assets:
   Intangible assets - net of accumulated amortization      366,943
   Deposits                                                   8,880
							   --------
     Total Other Assets                                     375,823
							   --------
     Total Assets                                           702,428
							   ========


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

</TABLE>
					4
<PAGE>








<TABLE>
<CAPTION>

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

                                                              March 31,
                                                                2006
                                                           (As restated,
							     see Note 4)
							   -------------

		LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Accrued Expenses                                        $      69,745
   Accounts Payable                                               87,866
   Note payable - related party                                   59,197
   Notes payable - current portion                               797,067
							   -------------
      Total Current Liabilities                                1,013,875

Non-Current Liabilities:
   Commitments and Contingencies                                 105,000
							   -------------
      Total Other Liabilities                                    105,000

        Total Liabilities                                      1,118,875
							   -------------
Stockholders' Deficit
   Preferred stock, $.001 par value; authorized,
   10,000,000 shares; Class A, issued and
   outstanding, 131,275 shares					     131

   Preferred stock, $.001 par value; authorized,
   10,000,000 shares; Class B, issued and
   outstanding, 177,012 shares					     177

   Preferred stock, $.001 par value; authorized,
   1,000,000 shares;Class C, issued and
   outstanding, 1,000,000 shares				   1,000

   Preferred stock, $.001 par value; authorized,
   750,000 shares; Class D, 250,000 issued and
   outstanding							     250

   Common Stock, $.0001 par value; authorized,
   3,000,000,000 shares; 153,474,626 shares
   issued and outstanding,					  15,347

   Comprehensive loss on marketable securities                    (3,108)
   Additional paid in capital                                 18,693,595
   Retained earnings                                         (20,634,221)
    Minority interest                                          1,510,382
							   -------------
      Total stockholders' deficit                               (416,447)
							   -------------
Total Liabilities and Stockholders' deficit                      702,428
							   =============


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

</TABLE>

					5
<PAGE>


<TABLE>
<CAPTION>

<S>								<C>

                        AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDARIES
                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (UNAUDITED)


                                                               Three Months Ended
                                                                    March 31,
							     ------------------------
                                                               2006           2005
							     --------	  -----------
                                                            (As restated,
							     see Note 4)

Revenues:
  Net Service 	                                              108,218     $       ---
  Consulting 	                                                  ---           2,785
 							     --------	  -----------
  Gross Revenues                                              108,218           2,785
  Cost of Goods Sold                                           70,170           2,298
							     --------	  -----------
Net Revenues                                                   38,048             487

Operating expenses:
  General and administrative expenses                         146,116         114,981
  Salaries                                                     25,000          25,000
  Research and Development                                                     36,958
  Legal & Professional                                        122,555          68,238
  Depreciation and amortization                                13,459		  ---
  Consulting                                                  547,095         163,201
							     --------	  -----------
							      854,255         408,378
							     --------	  -----------
Operating loss                                               (816,177)       (407,891)

Other income (expense):
  Loss on write-down of investment                                ---         (16,500)
  Interest income                                                  10 		  ---
  Loan extension expense					  ---	       (8,000)
  Interest expense 			                       (4,718)        (15,768)
							     --------	  -----------

  Minority interest                                           153,374          68,728

Net Income (loss) before income tax                          (667,511)       (379,431)

  Income Tax Provision 	                                          ---             ---
							     --------	  -----------
	 Net loss                                            (667,511)       (379,431)
			   				  ===========	   ==========

Basic and diluted loss per share:                              (0.01)           (0.01)
							  ===========	   ==========

Weighted average common shares outstanding:
  Basic and diluted					   128,583,641      35,722,790



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

</TABLE>
					6
<PAGE>

<TABLE>
<CAPTION>

<S>					<C>			<C>

                             AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDARIES
                              CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                               (UNAUDITED)


                                                           Three Months Ended
                                                                 March 31,
 							------------------------
                                                         2006              2005
							---------	 ---------
						      (As restated,
						       see Note 4)

Reconciliation of net loss used in
operating activities:
Net loss	                                       $(667,511)        $(379,431)
Non-cash items:
 Depreciation                                             13,459             2,499
 Non-cash services through issuance of stock         	 514,218           200,390
 Write-down of investment                                    ---            16,500
 Minority interest                                 	(153,374)              ---

Changes in assets affecting operations
   (increase) / decrease
  Accounts Receivable                                       (270)           (2,211)
  Inventory                                               (9,910)              ---
  Prepaid expenses                                        (2,250)             (317)
  Notes Receivables                                          221            10,870
  Deposits              		                     ---           (17,775)
Changes in liabilities affecting operations
   increase / (decrease)
  Accounts Payable                                        19,536            29,828
  Accrued Payroll and related expenses                    25,000            25,000
  Accrued expenses                                        18,849            16,304
  Other current liabilities                                  ---            (4,618)
						       ---------	 ---------

Net cash used in operating activities    		(242,032)         (102,961)

Cash flows from investing activities:
  Purchase of Fixed Assets and intangibles               (23,520)          (35,530)
						       ---------	 ---------
Net cash used in investing activities      		 (23,520)          (35,530)
						       ---------	 ---------
Cash flows from financing activities:
  Net increase in Notes payable                           35,798           255,000
  Proceeds from issuance of stock                        280,000               ---
						       ---------	 ---------
Net cash provided by financing activities		 315,798           255,000
						       ---------	 ---------
Cash and Cash equivalents:
  Increase in cash for period                             50,246           116,509
  Cash, beginning of period                              109,357             8,029
						       ---------	 ---------
  Cash, end of period                                  $ 159,603	 $ 124,538
						      ===========	 ==========


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

</TABLE>

					7
<PAGE>


               AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2006
                                 (UNAUDITED)

NOTE 1 - DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES

AmeriResource Technologies, Inc., formerly known as KLH Engineering  Group, Inc
(the  Management  Company),  a Colorado 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 310 (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 months ended
March 31, 2006 and March 31, 2005 are not necessarily indicative of the results
that may be expected  for  the fiscal year ended December 31, 2006. For further
information, the statements  should  be  read in conjunction with the financial
statements and notes thereto included in the  Company's  Annual  Report on Form
10-KSB  for  the  fiscal year ended December 31, 2005. The Company follows  the
same accounting policies in the preparation of interim reports.

RECLASSIFICATIONS

Certain reclassifications  have  been made to prior period financial statements
to conform to the current period presentation.  These reclassifications had  no
efect  on  the previously reported net loss.

USE OF ESTIMATES

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

PRINCIPLES OF CONSOLIDATION

The  consolidated   financial  statements  include  the  combined  accounts  of
AmeriResource Technologies,  Inc.,  West  Texas Real Estate & Resources', Inc.,
RoboServer  Systems,  Inc., Self-Serve Technologies,  Inc.  Net2Auction,  Inc.,
Net2Auction Corporation,  and  Auction  Wagon Inc., and VoIPCOM  USA, Inc.  All
significant intercompany transactions and  accounts  have  been  eliminated  in
consolidation.

LOSS PER COMMON SHARE

Loss per common share is based on the weighted  average number of common shares
outstanding  during  the  period.   Options,  warrants   and  convertible  debt
outstanding  are not included in the computation because the  effect  would  be
antidilutive.
					8
<PAGE>

NOTE 3 - 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.


<PAGE>

NOTE 4 - CORRECTION OF ERRORS

The  Company has restated its previously issued  March  31,  2006  consolidated
financial  statements  for matters related to the following previously reported
item: reversal  of the original  recording  of  the  gain on extinguishment  of
debt associated with the settlement agreement between  American  Factors Group,
LLC  ("AFG"),  AmeriResource  Technologies,  Inc.  ("The Company"), and  Delmar
Janovec  (CEO/President)  as  a  result  of  all  cash considerations  for  the
discharge  of  debt  not  being  satisfied  to  derecognize  the  liability  in
accordance  with Statement of Financial Accounting  Standards  Board  No.  140,
Accounting for  Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities ("SFAS  140). The accompanying consolidated financial statements
for the three month period  ended  March 31, 2006 have been restated to reflect
the corrections in accordance with SFAS  No.  154, "Accounting Change and Error
Correction".

The following is a summary of the restatements for March 31, 2006:

Increase (decrease) of previously reported notes payable:

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

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

The effect on the Company's previously issued March 31, 2006 financial
statements are summarized as follows:

        Condensed Consolidated Balance Sheet as of March 31, 2006

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

                          	 As previously   Net  	      As
                          	   reported     change     restated
				 ------------ ---------	 ------------
Assets
Current assets
 Cash and cash equivalents       $    159,603 $       -  $    159,603
 Inventory                             13,032         -        13,032
 Accounts receivable                      270         -           270
 Prepaid expenses                       2,250         -         2,250
 Notes receivable                       6,065         -         6,065
				 ------------ ---------	 ------------
 Total current assets                 181,220         -       181,220
				 ------------ ---------	 ------------
 Fixed assets, net                    145,385         -       145,385
				 ------------ ---------	 ------------
Other assets
 Intangible assets, net               366,943         -       366,943
 Deposits                               8,880         -         8,880
				 ------------ ---------	 ------------
 Total other assets                   375,823         -       375,823
				 ------------ ---------	 ------------
 Total Assets                    $    702,428 $       -  $    702,428
				 ============ =========	 ============
Current liabilities

   Accrued expenses                    69,745         -        69,745
 Accounts Payable                      87,866         -        87,866
 Notes payable - related party         59,197         -        59,197
 Notes payable                        565,000   232,067       797,067
				 ------------ ---------	 ------------
 Total current liabilities            781,808   232,067     1,013,875
 				 ------------ ---------	 ------------
Non-Current liabilities
   Commitments and Contingencies      105,000         -       105,000
				 ------------ ---------	 ------------
 Total liabilities                    886,808   232,067     1,118,875

Stockholders' deficit
 Preferred stock - Class A                131         -           131
 Preferred stock - Class B                177         -           177
 Preferred stock - Class C              1,000         -         1,000
 Preferred stock - Class D                250         -           250
   Common stock                        15,347         -        15,347
   Comprehensive loss on
 marketable securities                 (3,108)        -        (3,108)
 Additional paid-in capital        18,693,595         -    18,693,595
 Retained earnings                (20,402,154) (232,067)  (20,634,221)
   Minority Interest                1,510,382         -     1,510,382
				 ------------ ---------	 ------------
 Total stockholders' equity          (184,380) (232,067)     (416,447)
 				 ------------ ---------	 ------------
  Total Liabilities &
   Stockholders' Deficit   	 $    702,428 $       -  $    702,428
				 ============ =========  ============
</TABLE>

 					9
<PAGE>
 	Condensed Consolidated Statement of Operations
   	   for the Three Months Ended March 31, 2006

<TABLE>
<CAPTION>
<S>					<C>	<C>
                                  	As previously     Net      	 As
                                   	  reported       change       restated
					 ----------    ----------    ----------
Gross revenues                      	 $  108,218    $ 	-    $  108,218
Cost of Goods Sold                           70,170             -        70,170
					 ----------    ----------    ----------
Net revenues                                 38,048             -        38,048

Operating Expenses
General and administrative expenses         146,116             -       146,116
Salaries                                     25,000             -        25,000
Legal & professional                        122,555             -       122,555
Depreciation and amortization                13,459             -        13,459
Consulting                                  547,095             -       547,095
					 ----------    ----------    ----------
Net operating Loss                         (816,177)            -      (816,117)

Other income (expense):
Gain on extinguishment of debt              232,067      (232,067)            -
Loss on write-down of investment                  -             -             -
Interest income                                  10             -            10
Loan extension expense                            -             -             -
Interest expense                             (4,718)            -        (4,718)
					 ----------    ----------    ----------
  Total other income (expense)              227,359      (232,067)       (4,708)
					 ----------    ----------    ----------
Minority interest			    153,374		-	153,374

Net Loss	                         $ (435,444)   $ (232,067)   $ (667,511)
					 ==========    ==========     ==========

Loss per Common Share:

Basic and Diluted         		 $    (0.00)        	-    $    (0.01)
					============ 	=========    ============

Weighted Average Common Shares Outstanding:

Basic and Diluted                        128,583,641     	      128,583,641
					============ 	=========    ============



</TABLE>


NOTE 5 - STOCKHOLDERS' DEFICIT

COMMON STOCK

In December of 2004, the Company approved a 40  for  1 reverse stock split. The
shares are shown after the reverse stock split.  During  the  first  quarter of
2006,  the  Company  issued  a  total  of 49,781,970 shares of common stock  as
follows:

1,244,620 shares of restricted common stock  were  issued in partial settlement
of a note payable valued at $10,940.

43,688,640 shares of common stock were issued for consulting services valued at
$516,130

4,848,710  shares  of  common  stock  were  issued for legal  and  professional
services valued at $62,048.


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 share- holders.  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 the quarter ended March 31, 2006.
Dividends are not payable until declared by the Company.


NOTE 5 - 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 the redemption
price. The redemption price shall equal $2.00 per share with interest of 8% per
annum.  The  holders  of the Series C is 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 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  is  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  is  entitled  to
receive  $.001  per  share  before  the  holders  of common stock or any junior
securities receive any amount as a result of liquidation.

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 6- NOTE PAYABLE

      The Company had the following notes payable as of March 31, 2006.


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

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

Note dated 2002, non interest bearing with no due date.		$  50,000

Note dated August 31, 1998, and  amended effective in
the  fourth  quarter  of 2004,  payable  to  American
Factors, in the original amount of $430,000,  secured
by 300,000 shares of the Company's common stock.  The
note bears interest at 15%.					$ 582,067
								---------
Note  dated  January  2006, interest  is 1% per month
with a 3% origination charge.					$  50,000
								---------
Total notes payable						$ 797,067
								---------
Less current portion						$(797,067)
								---------
Long-term portion						$	-
								=========

					10
<PAGE>

NOTE 6- NOTE PAYABLE (CONTINUED)


        Maturities of notes payable at March 31, 2006, are as follows:

        2006		$ 797,067
        2007		$     -0-
        Thereafter	 	-
            		---------
     			$ 797,067

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company, from time to time, may be subject to legal proceedings and  claims
that  arise  in  the  ordinary course of its business. The Company is currently
covered adequately for  workmen's  compensation,  business  property & casualty
insurance,  and  general  liability  meeting  the  standard  limits  which  are
customary in the industry.

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

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

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

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

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

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


NOTE 7 - COMMITMENTS AND CONTINGENCIES (CONTINUED)


David  Stark,  Plaintiff   vs.   Net2Auction,  Inc.,  a  Delaware  corporation,
Net2Auction Corporation, a Nevada  corporation,  Delmar Janovec, an individual,
Justin  Keener,  an  individual, and Kevin Woltjen, an  individual,  and  d/b/a
Woltjen Law Firm. The  plaintiff  filed  a  complaint on March 28, 2006, in the
Superior Court of California, San Diego County,  Case  No.  862855, against the
defendants  for  breach  of  contract,  fraud, promise made without  intent  to
perform, conspiracy, and breach of implied  covenant  of  good  faith  and fair
dealing,  misrepresentation,  negligent  misrepresentation of fact relating  to
compensation earned by Stark under a consulting  agreement entered into between
Stark  and the Company. Stark is seeking injunctive  relief  and  compensatory,
punitive,  and  general  damages  against  the  Company. The Company denied all
allegations in the complaint and vigorously defended its position on the matter
with the Party's reaching a settlement outside of  the  Courts  on or about May
24,  2006.  The  settlement  was  reached with the Plaintiff, the Company,  and
Delmar Janovec on or about May 24,  2006,  whereby the Plaintiff was allowed to
retain the stock issued to him as a consultant  and  sell the stock pursuant to
the  regulations  governed by Rule 144. Defendants, Kevin  Woltjen  and  Justin
Keener,  were  dismissed  with  prejudice  from  the  lawsuit,  as  there  were
insufficient grounds for the original claims made against Woltjen and Keener.


 Jacques R. Behar,  Plaintiff  vs. AuctionWagon Inc., a California corporation;
The plaintiff filed a complaint  in Superior Court of California, County of Los
Angeles, Beverly Hills Courthouse,  West  District,  Case Number, 05C00539. The
complaint  was  filed  for  the  collection of fees associated  for  accounting
services in the approximate amount  of  $9,115.28, plus any and all court fees,
that were alleged to have been provided by  the plaintiff on or about March 21,
2005. The Company and the Plaintiff reached a  settlement agreement on or about
August  30,  2006, for $2,700, in cash, and the issuance  of  3,800  shares  of
Net2Auction common  restricted  stock  as  full  and  final settlement with the
Plaintiff.  The Settlement calls for a Dismissal in Court,  without  prejudice,
for the Company, Josh MacAdam, and David MacAdam.


The Company's  subsidiary, Net2Auction, Inc., borrowed $50,000 from an investor
in 2002.  The loan is none interest bearing and has no specified due date.  The
Company anticipates  paying-off  the  loan amount by the issuance of restricted
common stock to the investor. This has  been recorded as a contingent liability
by the Company.


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

NOTE 8 - RELATED PARTY TRANSACTIONS


At March 31, 2006, the Company had notes payable to officers, a former officer,
and other stockholders.  Some of the notes were retired and stock was issued in
satisfaction  of the notes payable.  In addition, there  was  related  interest
expense incurred and accrued interest the Company paid by issuing stock.

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

Delmar Janovec, an officer and president of the company, loaned  $59,197 to the
Company  which  was  outstanding  at March 31, 2006 and is recorded as  a  Note
Payable - related party. He is also  owed  an  additional  $150,000 for accrued
salary  for  his  services  for the subsidiaries ($50,000 per subsidiary)  also
recorded as a note payable. The  note is payable on demand, and is non-interest
bearing. In addition, he is owed an  additional  $100,000  per  annum  for  his
salary  pertaining  to  the parent company.  At March 31, 2006, the outstanding
amount of $25,000 is included in accrued expenses.


ITEM 2.     MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCAL
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  financiail
performance.   In  some  cases,  you  can  identify  forward-looking  statements
by terminology such as "may,"   "should,"   "expects,"   "plans," "anticipates,"
"believes,"   "estimates,"  "predicts,"  "potential,"   or  "continue"  or   the
negative  of  such  terms   or   other  comparable terminology. These statements
are  only  predictions. Actual   events  or results may differ materially. There
are  a  number of  factors  that  could cause the Company's  actual  results  to
differ  materially  from  those indicated by such forward-looking statements.

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

					11
<PAGE>

RESTATEMENT

      The unaudited condensed consolidated statement of operations for the three
month period ending March 31, 2006 has been restated.  The  restatement  related
to the reversal  of the original  recording  of  the  gain on extinguishment  of
debt, as more fully discussed in Note 4 to the unaudited condensed  consolidated
financial statements.  The  financial  information set forth  in  the  following
Management's Discussion and Analysis gives effect to the restatement.

GENERAL

      AmeriResource  Technologies,  Inc.  (the "Company")  conducts  operations
primarily  through  its  subsidiaries,  including   RoboServer   Systems  Corp.
("RBSY"),  Self-Serve Technologies, Inc. ("SSTI"), Net2Auction, Inc.  ("NAUC"),
and Net2Auction  Corporation ("N2AC"), and AuctionWagon Inc. ("AWI"). As of May
19, 2006, the Company  owned  approximately 38.7% of NAUC common stock and upon
conversion of the SuperVoting  Preferred collectively gives AMRE 69.6% control,
which owns 100% of N2AC and AWI.  NAUC  is  publicly  traded on the Pink Sheets
under  the  stock  symbol  "NAUC."  As  of  May  19,  2006, the  Company  owned
approximately  47.15%  of  RBSY's  common  stock  and  upon conversion  of  the
SuperVoting Preferred would give the Company approximately 76.2% control, which
owns 100% of SSTI. RBSY is publicly traded on the Pink Sheets  under the symbol
"RBSY."  The  Company  continues  to  search for viable business operations  to
acquire or merge with in order to increase  the  Company's revenues, asset base
and to achieve profitability.

NET2AUCTION


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


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


      Currently, NAUC operates forty-seven (47) drop-off locations, in addition
to the  twenty-three  (23)  affiliate  locations  that  were  acquired  in  our
acquisition  of  AuctionWagon,  Inc.  ("AWI")  on  September 30, 2005. NAUC has
developed  numerous  commercial  accounts whereby NAUC  liquidates  the  excess
inventory of such accounts on eBay.  NAUC has obtained such commercial accounts
in a wide variety of business industries  or segments, including golf products,
electronics-computer items, and shoes for both men and woman. NAUC continues to
receive a customer satisfaction rating on eBay exceeding 99%. NAUC is listed as
an "eBay Trading Assistant," which allows NAUC  to  reach millions of potential
buyers for our customers' unwanted goods or products.  To  learn more about the
NAUC, please visit the website at www.net2auction.com.


AUCTION WAGON

      NAUC acquired Auction Wagon, Inc ("AWI") on September 30,  2005. AWI  was
incorporated  in  September of 2003 and became the first eBay consignment store
in the Los Angeles  market. AWI is the first company to qualify as both an eBay
certified developer and  an eBay Trading Post. AWI is a frontrunner in both the
retail and software segments  of  the industry, being featured in Entrepreneur,
the New York Times, and the Wall Street  Journal.  AWI  currently  markets  its
consignment  software  to  drop-off  stores, and maintains a national affiliate
network of drop-off locations.

      AWI's software, Store Manager Pro  G2,  performs  virtually  all  of  the
functions  needed  by  an  eBay  consignment  store,  from  printing contracts,
barcodes,  and  inventory labels to managing its inventory, payment,  shipping,
and check writing  as  well as 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.  For  additional information  about  AWI,  see
www.auctionwagon.com.

AUCTION BOULEVARD

      On September 14, 2005, NAUC acquired assets from Netelectronics.com d/b/a
Auction  Boulevard  ("AB").  AB  is  an operator  of  online  auction  drop-off
locations. Among the assets acquired by  NAUC  were  all rights to the AB name,
all  of  AB  intellectual  property,  and  all  eBay  accounts  opened  by  AB.
Additionally,  AB  assigned  to  NAUC  the  lease  to AB's principle  place  of
business, located in Encino, California.

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

ROBOSERVER

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

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

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

      RBSY  has  installed two pilot RoboServer self-serve  units  in  two  (2)
different fast-food  franchisees,  with  the  first  installation  at  Angelo's
Burgers  in  Encinitas,  CA  and  the  second  installation  at  Dairy Queen in
Oceanside, CA. The Angelo's Burgers installation was completed in  the  fall of
2005,  and  the  Dairy  Queen  in the spring of 2006. RBSY continues to receive
numerous inquiries from some of the leading fast-food chains for the RBSY self-
serve kiosks. SSTI is a wholly-owned  subsidiary of RBSY is the entity that has
performed all of the research and development  and  modifications since the POS
software and self-serve technologies were acquired on  or  about  May 15, 2004.
To learn more, please visit the RBSY website at www.roboservercorp.com.

					12
<PAGE>

RESULTS OF OPERATIONS

      The  following discussion should be read in conjunction with the  audited
financial statements  and  notes  thereto included in our annual report on Form
10-KSB for the fiscal year ended December  31, 2005, and should further be read
in  conjunction  with  the  financial  statements   included  in  this  report.
Comparisons  made  between  reporting periods herein are  for  the  three-month
period ended March 31, 2006 as compared to the same period in 2005.

      Net Service Revenue for the  first quarter ended March 31, 2006 increased
to  $108,218  from   $-0- for the same  period  in  2005.  Cost of  Goods  sold
increased  $67,872  to  $70,170  for  the  three months ended March 31, 2006 as
compared  to  $2,298  for the three months ended March 31, 2005.  The operating
loss increased to $816,177  for  the quarter ended March 31, 2006, as  compared
to an operating loss of $407,891 for the same period in 2005.

      The Company's net loss  for  the  quarter  ended March 31, 2006 increased
significantly to a net loss of $667,511, as compared  to a net loss of $379,431
for  the  same  period  in  2005. This  increase  is  due  to  an   increase in
administration  expenses,  research  and  development  expenses,  and  in legal
expenses.  The Company's expenses for the first quarter ended March 31, 2006 as
compared to the same period in 2005 are set forth below:

			     Three Months Ended
				  March 31,
EXPENSES                      2006        2005
--------		    --------	--------
General and Administrative  $146,116	$114,981
Consulting                  $547,095	$163,201
Employee Salaries           $ 25,000	$ 25,000
Interest Expense            $  4,718 	$ 23,768
Legal and Professional      $122,555 	$ 68,238
R & D                              0 	$ 36,958
			    --------	--------
      TOTAL EXPENSES         845,484	$432,146
			    ========	========


      The increase in these expenses for the first quarte of  2006  as  related
to the same period for 2005 is due mostly to the increased  operations  of  the
Company's subsidiaries.  Net service income  increased  significantly  for  the
quarter ended March 31, 2006.  The operating loss increased  primarily  due  to
the increased business activities of its subsidiaries, Net2Auction,
AuctionWagon, Inc. and RoboServer Systems Corp.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's net cash used in operating activities for the quarter ended
March 31, 2006 increased to $242,032 as compared to cash provided by operations
of  $102,961 for the same period in 2005.  This increase is mainly attributable
to an  increase  in non-cash services through the issuance of stock to $514,218
for the first quarter  of 2006 as compared to $200,390 for the first quarter of
2005, and a decrease in  notes  receivable  from  $10,870  for the three months
ended March 31, 2005 to $221 for the three months ended March 31, 2006.

      The Company's cash flow used in investing activities was  $23,520  during
the  first quarter of 2006, as compared to $35,530 for the same period in 2005.
The  decrease  is  due  to  a  decrease  in  the  purchase  of fixed assets and
intangibles of $23,520.

      The  Company's  cash  flow  provided by financing activities was $315,798
during the first quarter of 2006, as  compared  to $255,000 for the same period
in 2005. This increase is due to an increase in the proceeds from the issuance
of stock of $280,000 offset by a decrease in notes payable of $35,798.

					13
<PAGE>

      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.

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  March 31,  2006,   we  were  not  involved  in  any
unconsolidated SPE transactions.


ITEM 3 A.   CONTROLS AND PROCEDURES

Restatement

As discussed in the Explanatory Note to this  Form  10-QSB/A  for  the  quarter
ended March 31, 2006, and in  Note  [4]  of  the  footnotes  to  the  condensed
consolidated  financial statements contained  in  Part [I],  Item [1]  of  this
Amendment, the   Company has amended its Quarterly Report  on Form  10-QSB  for
the quarter ended  March 31,2006  ("the  Original  Filing")  in  order to amend
and restate  the  financial statements  and  related  disclosures as of and for
the  period  ending  March  31, 2006.   The  determination  to  restate   these
consolidated financial statements  was  made  as  a  result  of  the  Company's
identification of certain matters related  to  the  reversal  of  the  original
recording of the gain on extinguishment of debt  associated with the settlement
agreement   between  American  Factors  Group,   LLC   ("AFG"),   AmeriResource
Technologies,  Inc.  ("The Company"),  and   Delmar  Janovec   (CEO/President).
Specifically, all  cash considerations  for the  discharge  of  debt  were  not
satisfied in order to derecognize the liability in accordance with Statement of
Financial  Accounting  Standards Board No. 140, Accounting  for  Transfers  and
Servicing  of  Financial  Assets  and Extinguishments   of  Liabilities  ("SFAS
140)  in  addition  to  the  Company  discovering  that  it  had  inadvertently
included amounts from the three months  ended March  31,  2004  instead of  the
amounts for the three months ended   March  31, 2005  within  the  Consolidated
Statement of  Operations and Consolidated Statement of Cash  Flows  within  its
Quarterly Report on  Form  10-QSB  for the  Quarter ended March 31, 2006.


<PAGE>

					14

Disclosure Controls and Procedures

As  required   by   Rule 13a-15(c) promulgated  under  the  Exchange  Act,  our
management, with the  participation  of  our Chief Executive  Officer/Principle
Financial Officer, evaluated the  effectiveness  of our internal  control  over
financial  reporting  as  of March 31, 2006. Management's  assessment was based
on criteria set forth by the  Committee  of  Sponsoring  Organizations  of  the
Treadway Commission in Internal Control-Integrated  Framework ("COSO").  In the
Original Filing for this period, filed with the Commission on May 22, 2006, the
Company's  Chief  Executive  Officer/Principle   Financial  Officer  previously
concluded that the Company's disclosure controls and procedures  were effective
as of March 31, 2006.

In connection with the restatement discussed  above, management of the Company,
under  the  supervision  and  with  the  participation  of  the Company's Chief
Executive Officer/Chief Financial Officer, has re-evaluated  the  effectiveness
of our disclosure controls and procedures as of March 31, 2006. Based upon this
re-evaluation  and  solely as a result of the material weakness described below
under Internal Control Over Financial Reporting (Restated), the Company's Chief
Executive Officer/ Chief Financial Officer has  concluded  that  the  Company's
disclosure controls and procedures were not effective as of March 31, 2006.

In view of the fact  that the financial information presented in this quarterly
report  on  Form  10-QSB/A  for  the  fiscal  quarter ended March 31, 2006, was
prepared in the absence of effective internal control over financial reporting,
we have devoted a significant amount of  time  and  resources to  the  analysis
of the financial statements contained in this report.  In  particular, we  have
reviewed the  significant  account balances and transactions reflected  in  the
financial statements contained  in  this  report  and  otherwise  analyzed  the
transactions underlying our financial  statements  to verify  the  accuracy  of
the financialstatements.   Accordingly,  management believes that the financial
statements included in this report fairly present, in  all  material  respects,
our financial condition, results of operations, and cash flows.

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

Internal Control over Financial Reporting (Restated)

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

In the Original Filing for this period, management  previously  concluded  that
the Company's disclosure controls and procedures were effective as of March 31,
2006.  However, in connection with the restatement discussed in the Explanatory
Note to this Form 10-QSB/A for the quarter ended March 31, 2006,  and  in  Note
[4] of  the  footnotes  to  the  condensed  consolidated  financial  statements
contained in Part [I],  Item [1] of this Amendment, management has subsequently
determined that the  material weakness described below existed as of  March 31,
2006.

As a result, management  has  concluded  that  the  Company  did  not  maintain
effective  internal control over financial reporting as of March 31, 2006 based
on criteria established in Internal Control - Integrated  Framework  issued  by
the  COSO.  Accordingly,  Management's  assessment  of  Internal  Control  Over
Financial Reporting for the period ending March 31, 2006 has been restated.

The specific material weakness identified by management as of March 31, 2006 is
described as follows:

Ineffective Controls Related to the Financial Closing Process

In September of 2007, upon discovery  that certain transactions were improperly
recorded, we determined it was necessary  to restate our condensed consolidated
financial statements as of March 31, 2006.   Additionally, the Company's design
and  operation  of  controls  with  respect to the  process  of  preparing  and
reviewing  the  interim  financial  statements  are  ineffective.  Deficiencies
identified include the inadequate segregations of duties, lack of controls over
procedures used to enter transactions  into  the  general  ledger,  and lack of
appropriate  review of the reconciliations and supporting work-papers  used  in
the financial close and reporting process.

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

Certain Changes in Internal Control Over Financial Reporting during the  Fiscal
Quarter Ended March 31, 2006

For  the  period  ending  March  31,  2006,  management  identified the changes
discussed above under Internal Control Over Financial Reporting  (Restated)  as
of  the filing of this report. There were no  other  changes  to  our  internal
control  over financial reporting during the three month period ended March 31,
2006  that  management  believes  have  materially  affected, or are reasonably
likely to materially affect, our internal control over financial reporting.


  					15
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                         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 10 of this Form
	 10-QSB/A, which is incorporated herein by reference.



                                  SIGNATURES

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

AMERIRESOURCE TECHNOLOGIES, INC.

/s/ Delmar Janovec
------------------
Delmar Janovec, Chief Executive Officer/Chief Principle Officer

Dated: September 18, 2007



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                               INDEX TO EXHIBITS

EXHIBIT                             DESCRIPTION

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

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

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

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

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

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

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

10.6                                             Fourth Addendum Settlement and
                        Release  Agreement between  the  Company  and  American
                        Factors Group,  LLC  dated February 28, 2005. (filed as
                        Exhibit 10(iii) to the Company's Current Report on Form
                        10-KSB filed on April 15, 2005, and incorporated herein
                        by reference).
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10.7                                       Share  Purchase  Agreement, dated as
                        of   April  15,  2005,  by  and  between  AmeriResource
                        Technologies, Inc. and BBG, Inc. (filed as Exhibit 10.1
                        to the  Company's  Current  Report on Form 8-K filed on
                        August 19, 2005, and incorporated herein by reference).

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

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

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

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

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

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