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 June 30, 2001.

[     ] 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.)


              4445 South Jones, Suite 2, Las Vegas, Nevada 89103
              --------------------------------------------------
             (Address of Principal Executive Offices) (Zip Code)

                                (702) 362-9284
                                --------------
               (Issuer's Telephone Number, Including Area Code)


      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 August 7, 2001, the number of shares outstanding of the issuer's Common
Stock, $0.0001 par value (the only class of voting stock), was 841,353,312.



<PAGE>

                              Table of Contents



PART I - FINANCIAL INFORMATION...............................................1

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

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

PART II - OTHER INFORMATION..................................................5

      ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K...........................5

INDEX TO EXHIBITS............................................................5



<PAGE>


                        PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

      As used herein, the term "Company" refers to AmeriResource Technologies,
Inc., a Delaware corporation, and its subsidiaries and predecessors unless
otherwise indicated. Consolidated, unaudited, condensed interim financial
statements including a balance sheet for the Company as of the three (3) and six
(6) months ended June 30, 2001, statement of operations, statement of
shareholders equity and statement of cash flows for the interim period up to the
date of such balance sheet and the comparable period of the preceding year are
attached hereto beginning on Page F-1 and are incorporated herein by this
reference.


                                      1

<PAGE>

                       AMERIRESOURCE TECHNOLOGIES, INC.
                               AND SUBSIDIARIES
                          Consolidated Balance Sheets


                                  A S S E T S

                                                     June 30,      December 31,
                                                       2001            2000
                                                       ----            ----
                                                    (Unaudited)     (Audited)
                                                   -------------   ------------

Current Assets:
      Cash and Cash Equivalents (Note 1)            $    22,927     $    24,007
      Notes receivable - other (Note 3)                  51,506          30,000
                                                   -------------   ------------
          Total Current Assets                           74,433          54,007

Fixed Assets:
      Leasehold Improvements                              6,230              -
      Accumulated Depreciation                              (26)             -
                                                   -------------   ------------
          Net Fixed Assets                                6,204              -

Other Assets:
      Oil & Gas Property                              1,700,000       1,700,000
      Investment in Prime Enterprises                   233,330              -
      Marketable securities                              59,112         120,288
                                                   -------------   ------------
          Total Other Assets                          1,992,442       1,820,288
                                                   -------------   ------------
          Total Assets                              $ 2,073,079     $ 1,874,295
                                                   =============   ============
















The accompanying notes are integral part of Consolidated Financial Statements.


                                     F-1

<PAGE>


                       AMERIRESOURCE TECHNOLOGIES, INC.
                               AND SUBSIDIARIES
                          Consolidated Balance Sheets


       L I A B I L I T I E S and S T O C K H O L D E R S' D E F I C I T

                                                     June 30,      December 31,
                                                       2001            2000
                                                       ----            ----
                                                    (Unaudited)     (Audited)
                                                   -------------   ------------

Current Liabilities
      Accounts payable:
        Trade                                       $   276,374     $   276,363
        Related Party (Note 2)                           70,413          70,413
      Notes payable -related party (Note 2 and 4)     1,155,009         920,649
      Notes payable -current portion (Note 4)           615,643         745,643
      Accrued payroll and related expenses              331,431         331,431
      Accrued interest:
        Related Party (Note 2)                          278,414         241,588
        Other                                           302,374         527,521
      Income Tax Payable                                 17,285          35,960
                                                   -------------   ------------
          Total Current Liabilities                   3,046,943       3,149,568

Other Liabilities:
      Convertible debentures                                 -        3,350,000
      Commitments and contingencies                     105,000         105,000
                                                   -------------   ------------
          Total Other Liabilities                       105,000       3,455,000
                                                   -------------   ------------
          Total Liabilities                         $ 3,151,943     $ 6,604,568
                                                   -------------   ------------

Stockholders' deficit (Note 6)

      Preferred Stock $.001 par value; authorized
      5,000,000 shares; issued and outstanding,
      329,621 shares (Note 6)                       $       330             330

      Common Stock, $.001 par value; 1,000,000,000
      authorized shares; issued and outstanding,
      841,353,312 and 385,870,093 shares.                84,135          68,588

      Additional paid-in capital                     13,229,027      12,226,105
      Accumulated deficit                           (14,249,455)    (16,918,645)
      Accumulated other comprehensive loss             (142,901)       (106,651)
                                                   -------------   ------------
       Total Stockholders' Deficit                   (1,078,864)     (4,730,273)
                                                   -------------   ------------
       Total Liabilities and Stockholders' Equity     2,073,079       1,874,295
                                                   =============   ============

The accompanying notes are integral part of Consolidated Financial Statements.

                                        F-2

<PAGE>

                        AMERIRESOURCE TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                      Consolidated Statement of Operations

<TABLE>
<CAPTION>
                                           For the quarter ended     For the six months ended
                                                  June 30,                   June 30,
                                         --------------------------  ------------------------
                                             2001          2000         2001         2000
                                         -------------  -----------  -----------  -----------
         <S>                                  <C>           <C>          <C>          <C>
Net service income                        $         -    $       -    $       -    $       -

Operating expenses
    General and administrative expenses         50,172      113,512      190,949      213,987
    Consulting                                 156,396           -            -            -
    Employee bonuses                             4,379           -       479,379           -
                                         -------------  -----------  -----------  -----------
                Operating loss                (210,947)    (113,512)    (670,328)    (213,987)

Other Income (Expense):
    Loss on sale of subsidiaries
    Gain on extinguishment of debt           3,366,460            -    3,366,460            -
    Interest income                                  -            -        2,850            -
    Interest expense                           (22,542)     (19,392)    (104,814)     (19,392)
    Gain on marketable securities               75,022       21,000       75,022      508,717
                                         -------------  -----------  -----------  -----------
                Total other income (expense) 3,418,940        1,608    3,339,518      489,325

Net Income (loss) before income tax          3,207,993     (111,904)   2,669,190      275,338

Income Tax Provision (Note 7)                       -            -            -            -
                                         -------------  -----------  -----------  -----------
Net Income (loss)                            3,207,993     (111,904)   2,669,190      275,338
                                         =============  ===========  ===========  ===========
Earnings per share                                  -            -            -            -
                                         =============  ===========  ===========  ===========
Weighted average common shares             826,753,312  550,821,312  826,753,312  550,821,312
outstanding                              =============  ===========  ===========  ===========

</TABLE>




The accompanying notes are integral part of Consolidated Financial Statements.

                                       F-3

<PAGE>

                        AMERIRESOURCE TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                      Consolidated Statement of Cash Flows


                                                       For the six months ended
                                                                June 30
                                                       -------------------------
                                                          2001          2000
                                                       -----------   -----------

Reconciliation of net loss provided by (used in) operating activities:

  Net income (loss) after extraordinary loss           $ 2,669,190   $  275,338

  Non-cash items:
    Depreciation                                                26           -
    Non-cash services through issuance of stock            665,500           -
    (Gain) on sale of marketable securities                (75,022)     102,738

  Changes in assets affecting operations (increase) / decrease
    Escrow Fund (restricted)                                    -      (500,000)
    Other receivables                                       (9,910)          -

  Changes in liabilities affecting operations increase / (decrease)
    Other current liabilities                              (69,707)          -
                                                       -----------   -----------

Net cash provided by (used in) operating activities      3,180,077     (121,924)

Cash flows from investing activities:
  Purchase of Fixed Assets                                  (6,230)          -
  Proceeds from sale of marketable securities               81,273      125,791
                                                       -----------   -----------
Net cash provided by (used in) investing activities         75,043      125,791

Cash flows from financing activities:
  Gain on extinguishment of debt                        (3,350,000)          -
  Proceeds from borrowing                                  234,360           -
  Proceeds from the sale of common stock                        -            -
  Repayment of debt                                       (130,000)          -
                                                       -----------   -----------
Net cash provided by (used in) financing activities     (3,245,640)          -

Increase (decrease) in cash                             $    9,480        3,867
                                                       ===========   ===========
Cash- beginning period                                  $   13,447        1,639
                                                       ===========   ===========
Cash- end of period                                     $   22,927        5,506
                                                       ===========   ===========



The accompanying notes are integral part of Consolidated Financial Statements.

                                     F-4

<PAGE>

                       AMERIRESOURCE TECHNOLOGIES, INC.
                        Notes to Financial Statements
                                June 30, 2001

Note 1  -  Summary of Significant Accounting Policies

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.

The Company entered into a financing agreement in December 1999 with Jay Dello &
Associates, Ltd. (Jay Dello) for the purpose of providing financing for merger
and acquisitions of targeted companies. The financing agreement was terminated
on or about June 18, 2000 due to non-performance.

On July 19, 2000 the Company acquired all of the outstanding stock in West Texas
Real Estate and Resources', Inc. (West Texas) for a convertible note payable in
the amount of $1,700,000. West Texas owns the rights to certain leased oil
rights that has a value exceeding $10,000,000 which has been reflected in a
certified audit report issued to West Texas for the leased oil rights.

At December 31, 1998, the Management Company directly or indirectly owned 100%
of the stock of KLH Engineering of Colorado Springs, KLH Engineering of San
Mateo, KLH Engineering of Grand Junction, KLH Engineering of Lakewood, KLH
Engineering of Greeley, and KLH Engineers and Constructors. All of the
Subsidiaries closed their operations during 1996, with the exception of KLH
Pueblo which was sold to a third party during 1996. On June 30, 1999, the
Company sold all its shares to a third party for $550 in the following
subsidiaries:

           o      KLH Engineering of Colorado Springs, Inc.
           o      KLH Engineering of Lakewood, Inc.
           o      KLH Engineering of Grand Junction,Inc.
           o      KLH Engineering of Greeley, Inc.
           o      KLH Engineering of San Mateo, Inc.
           o      KLH Engineering & Constructors, Inc.
           o      Morton Technologies, Inc.
           o      LBH Engineering, Inc.
           o      Coffee Engineering & Surveying, Inc.
           o      Scanlon & Associates, Inc.

Effective December 14, 1998, the Company acquired The Travel Agents Hotel Guide,
Inc. in a stock purchase agreement. The Company was to have received all the
outstanding shares of The Travel Agents Hotel Guide, Inc. (a wholly owned
subsidiary of Gold Coast Resources, Inc.) in exchange for a convertible
debenture in the amount of $3,350,000. Due to non-performance of the contract by
Seller, the Company has considered the contract to be void and is cancelling the
debentures as of June 30, 2001. All debt and accrued interest has been written
off to Other Income.

Effective July 1, 1998, the Company acquired First Americans Mortgage
Corporation (First Americans) in an agreement for the exchange of stock. The two
shareholders of First Americans transferred 100% of their shares in exchange for
45,000,000 shares of the Company's stock (see Note 2). First Americans was
incorporated on July 31, 1995 in Missouri.

On December 31, 1999, the Company sold 100% of the shares of First Americans to
an officer of First Americans for $30,000 note receivable. This note is payable
to the Company over 5 years at the prime interest rate. These consolidated
statements include First Americans activity from July 1, 1998 through December
31, 1999.

                                     F-5

<PAGE>

                       AMERIRESOURCE TECHNOLOGIES, INC.
                        Notes to Financial Statements
                                June 30, 2001

Note 1  -  Summary of Significant Accounting Policies (continuation)

On May 13, 1994, the Company entered into an agreement to acquire Tomahawk
Construction Company, a Missouri corporation (Tomahawk). The acquisition, which
was completed on July 27, 1994, was accomplished by merging Tomahawk into a
wholly-owned subsidiary of the Company. Tomahawk then became a subsidiary of the
Company. This transaction has been treated as a reverse acquisition.

Tomahawk is a Kansas City, Kansas-based general contractor and qualified
American Indian Minority Business Enterprise specializing in concrete and
asphalt paving, utilities, grading/site work, structural concrete and commercial
buildings. Tomahawk was organized on April 21, 1980, as a Missouri corporation.
Tomahawk had no operations during 1999 or 2000.

Basis of presentation

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, and its obtaining 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 to take steps towards achieving
profitable operations through the merger with or acquisition of profitable
operations.

Principles of consolidation

The consolidated financial statements include the combined accounts of
AmeriResource Technologies, Inc., The Travel Agent's Hotel Guide, Inc.,  West
Texas Real Estate & Resources', Inc. and Tomahawk Construction Company.  All
material intercompany transactions and accounts have been eliminated in
consolidation.

Cash and cash equivalents

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

Escrow funds

The escrow fund was established solely for the proceeds of securities sold by
the Company. Upon termination of the financing agreement with Jay Dello,
approximately $400,000 was removed from this account by Jay Dello, JD Guidace,
Jerald Delguidice and his associates without the authorization of either Delmar
A. Janovec or the Company. The Company filed a complaint with the Federal Bureau
of Investigation in February 2001 regarding this matter.

                                     F-6

<PAGE>

                       AMERIRESOURCE TECHNOLOGIES, INC.
                        Notes to Financial Statements
                                June 30, 2001

Note 1  -  Summary of Significant Accounting Policies (continuation)

Oil and gas properties

The oil and gas properties consist of the rights to certain leased oil rights
that has a value exceeding $10,000,000. These assets have been written down to
$1,700,000, the value of the note receivable recorded related to this asset.

Property, Plant and Equipment

The Company's fixed assets are presented at cost. The Company uses the straight
line method for depreciation.

Publication Rights

The publication rights are for The Travel Agents Hotel Guide. This is a
publication used by travel agents to sell hotel rooms primarily throughout the
United States. The rights consist of the publication rights, logo, client list
and business concept. These rights were deemed worthless by the auditors during
the Form 10-KSB audit in 1999, and were written off.

Gain on settlement of debt

On July 9, 1999, the Company entered into a settlement agreement with Industrial
State Bank. This agreement reduces the note in the amount of $1,071,214 with
related accrued interest of $123,789 be reduced to $200,000. The $200,000 was
subsequently paid off with proceeds from the sale of common stock ($120,000) and
by an officer of the Company ($80,000). This settlement resulted in $995,093
gain on settlement of debt recorded in the financial statements.

Convertible Debentures

The convertible debentures were issued in the purchase of Gold Coast and are
guaranteed by Lexington Sales Corporation, Ltd. These debentures pay interest of
7% per year (cumulative), payable at the time of each conversion until the
principal amount is paid in full or has been converted. The debentures convert
into shares of the Company's common stock (par value $.0001) at any time after
December 14, 2001. After December 14, 2001, the debentures can be converted in
whole or part. The number of shares issuable upon conversion is determined by
dividing the principal converted plus accrued interest (less any required
withholding) by the conversion price in effect on the conversion date. The
conversion price is the average bid closing price of the Company's common stock
for the five trading days immediately preceding and ending on the day preceding
the date of conversion. Since the Company has made the decision to write-off the
convertible debentures, the conversion rights will not be honored.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect 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.

                                     F-7

<PAGE>

                       AMERIRESOURCE TECHNOLOGIES, INC.
                        Notes to Financial Statements
                                June 30, 2001

Note 1  -  Summary of Significant Accounting Policies (continuation)

Income tax

For the years ended December 31, 2000 and 1999, the Company elected to file a
consolidated tax return and the income tax provision is on a consolidated basis.
Prior to 1992, the Subsidiaries filed separate corporate returns.

Effective January 1, 1993, the Financial Accounting Standards Board (FASB)
issued FASB No. 109, "Accounting for Income Taxes". FASB No. 109 requires that
the current or deferred tax consequences of all events recognized in the
financial statements be measured by applying the provisions of enacted tax laws
to determine the amount of taxes payable or refundable currently or in future
years. There was no impact on from the adoption of this standard.

Deferred income taxes are provided for temporary differences in reporting income
for financial statement and tax purposes arising from differences in the methods
of accounting for construction contracts and depreciation.

Construction contracts are reported for tax purposes and for financial statement
purposes on the percentage- of-completion method. Accelerated depreciation is
used for tax reporting, and straight-line depreciation is used for financial
statement reporting.

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.

Note  2-  Related party transactions

At June 30, 2001, the Company had notes payable balances and related accrued
interest to an officer (Note 4).

At June 30, 2001, the Company had notes receivable from Prime Enterprises 2001
(Prime) (Note 4). The Company has a minority interest in Prime.

Note  3- Notes Receivable

The Company had the following notes receivable:

      Note receivable from First Americans Mortgage Corporation
      bearing interest at the prime rate, principal and interest
      payments due December 31, starting December 31, 2000 through
      December 31, 2004.                                                24,000

      Note receivable from Union Consulting Group, Inc., bearing
      interest at 9%, due August 14, 2001.                              17,869

      Note receivable from Nev Star, bearing interest at the prime
      rate, principal and interest payments due.                         8,885

      Other notes receivable                                               752
                                                                        -------
            Total Notes Receivable                                      51,506
                                                                        =======

                                     F-8

<PAGE>

                       AMERIRESOURCE TECHNOLOGIES, INC.
                        Notes to Financial Statements
                                June 30, 2001

Note  4-  Notes Payable

The Company had the following notes payable:

  Related Party:

      Note payable to an officer, unsecured.  Note bears interest at
      8% and are due on demand.                                     1,155,009

      Total notes payable - related parties                         1,155,009

      Less current portion                                         (1,155,009)
                                                                 --------------
      Long-term portion                                                 - 0 -
                                                                 ==============

  Others:

      Note dated August 31, 1998, payable to American Factors,
      secured by 30,000,000 shares of the Company's Common
      Stock.  The note bears interest at 9% and has monthly
      payments of $20,000.                                            149,000

      Notes payable to various subcontractors and suppliers for
      goods and services provided in contracts. The notes have
      no interest rate and are paid to the extent a payment for
      providing services or goods on specified contracts are
      collected. This debt is under class 7 of the Plan of
      Reorganization and is to be paid from cash flows to
      Tomahawk.                                                       466,643

           Total notes payable                                        615,643

           Less current portion                                      (615,643)
                                                                 --------------
           Long-term portion                                      $     - 0 -
                                                                 ==============

      Maturities of notes payable at March 31, 2001, are as follows:

                  2001                                       $ 1,770,652
                  2002                                            - 0 -
                  2003                                            - 0 -
                  2004                                            - 0 -
                                                            -------------
                       Thereafter                            $ 1,770,652
                                                            =============

Note  5-  Stockholders' Equity

Common stock

The Company increased its authorized shares from 500,000,000 to 1,000,000,000
during 1999. During the second quarter of 2001, the Company issued the following
shares of common stock:

   1. 14,600,000 shares of common stock were issued for consulting services
      valued at $146,000.  These shares were valued at $.01 per share.

                                     F-9

<PAGE>

                       AMERIRESOURCE TECHNOLOGIES, INC.
                        Notes to Financial Statements
                                June 30, 2001

Note  5-  Stockholders' Equity (continuation)

   2. 4,600,000 shares of common stock were issued for legal services valued at
      $46,000. These shares were valued at $.01 per share.

   3. 50,000,000 shares of restricted common stock as collateral to the Lender,
      until the permanent liquor license is issued for the Golden Steer
      Restaurant d.b.a. Prime Enterprises 2001, LLC. It is anticipated the
      license will be issued prior to September 1, 2001. The stock will be
      returned to ARET treasury stock.

Preferred stock

The Company has currently designated 10,000,000 shares of Class 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.

Stock Options

During the first quarter of 2001, 1,000,000 shares of common stock were issued
due to the exercise of options. There were no options exercised during the
second quarter of 2001.

Note  6-  Income Tax

No current or deferred tax provision resulted, as there was both an accounting
and a tax loss for each of the periods presented. The primary permanent
differences between tax and accounting losses are non-tax deductible penalties,
losses from closure of subsidiaries and amortization of certain goodwill.

The Company has available for income tax purposes, a net operating loss
carryforward of approximately $14,000,000 expiring from 2004 to 2007, including
$970,000 subject to certain recognition limitations. A valuation allowance for
the full amount of the related deferred tax asset of approximately $1,380,000
has not been recorded, since there is more than a 50 percent chance this will
expire unused.

The significant temporary differences are associated with bad debts, deferred
compensation and accrued vacation.

All of the net operating loss carryforward of approximately $14,000,000 is
subject to significant recognition limitations due to the merger with Tomahawk.


                                     F-10

<PAGE>

                       AMERIRESOURCE TECHNOLOGIES, INC.
                        Notes to Financial Statements
                                June 30, 2001

Note  7-  Profit-Sharing Plan

The Company has an employee savings and profit-sharing plan for all eligible
employees which includes an employee savings plan established under the
provisions of Internal Revenue Code Section 401(k). The Company's contributions
to the plan are at the Board of Director's discretion, but may not exceed the
maximum allowable deduction permitted under the Internal Revenue Code at the
time of the contribution. No contributions were made under this plan in 1997 or
1998. The Company distributed 100% of this plan during 1999.

Note  8-  Other Commitments and contingencies

The Company believes that all pending professional liability proceedings are
adequately covered by insurance. However, due to the nature of the Company's
business, the Company has historically been able to procure insurance, but there
can be no assurance such insurance will be adequate or that it will be renewable
or remain available in the future.

In February 1996, Imperial Premium Finance filed an action in the Superior Court
of the State of California for the County of Los Angeles. This action is for
premiums financed for errors and omissions coverage. This matter has been
settled by allowing a stipulated judgment in the amount of $60,000. This
obligation is recorded in the contingencies and commitments section of the
financial statements.

On September 16, 1994, Tomahawk filed for protection pursuant to Title 11 of the
U.S. Codes under Chapter 11, in the Western District of Missouri, Western
Division. A plan of reorganization was filed on or about March 9, 1996 and an
Amended Plan of Reorganization on April 29, 1996. The court confirmed the
amended plan on August 28, 1996.

Tomahawk filed suit against M.K. Ferguson for work completed in Oak Ridge,
Tennessee. The claim was settled in May 1997 for the sum of $1,851,444. Tomahawk
has agreed with its subcontractors to sharing a percentage of the delay claim
only, in exchange for releases of money owed by Tomahawk. Tomahawk has agreed to
settle with its bonding company (USF&G) by paying $500,000 for a release of
$2,300,000 of bond claims. In addition, Tomahawk has agreed to pay Industrial
State Bank the sum of $336,000 for release of the Bank's claim on the settlement
money. Tomahawk will also pay the Internal Revenue Service $22,000 for a release
of all liens.

In July 1996, a judgment was entered in favor of Lexington Insurance Company in
the amount of $39,774 with interest (8%). In December 1997, the court entered an
order ordering the Company to appear for a hearing in aid of execution. A
hearing date is to be determined. This obligation is recorded as a contingency
and commitment.

In October 1996, the Internal Revenue Service (IRS) placed liens on the assets
of all of the Company's Colorado and California subsidiaries for failure to pay
payroll taxes in 1996. The Company is several months behind in payment and is
attempting to resolve this matter. The total of the liens is approximately
$281,000.

In February 1996, American Factors Group, L.L.C. (American Factors) filed suit
against the Company and certain subsidiaries for breach of contract and fraud in
the extension of credit in a factoring agreement. An arbitrator was appointed
and a hearing was held in July 1998. An award of $422,066 was issued in favor of
American Factors. The Company agreed to a settlement and payment plan which has
been reflected in the notes payable section of the financial statements.

                                     F-11

<PAGE>

                       AMERIRESOURCE TECHNOLOGIES, INC.
                        Notes to Financial Statements
                                June 30, 2001

Note  8-  Other Commitments and contingencies (continuation)

Anderson & Associates, Inc. (AAI) obtained a judgment against Tomahawk
construction in Harris County, Texas in the amount of $3,337. AAI is actively
continuing their collection efforts for this note. This obligation is reflected
in the accounts payable section of the financial statements.

The Company has defaulted upon interest and principal with respect to a $40,819
note in favor of the Roy Lee Johnston Trust (the "Johnston Trust"). The Johnston
Trust has received a judgment in its favor but has been unsuccessful in their
attempts to collect. This obligation is reflected in the notes payable section
of the financial statements.

In December 1997, Morthole & Zeppetello (Morthole) commenced action against the
Company based upon an alleged failure of the Company to pay under the terms of a
promissory note, dated May 3, 1996. The case was dismissed pursuant to a
settlement agreement reached by the parties. The Company defaulted on the
settlement agreement and a judgment was then entered in the amount of $8,500
plus interest of 10% per annum from May 3, 1996 forward and attorney's fees of
$1,275. The judgment remains pending, therefore no liability has been recorded
in the financial statements.

In January 1998, OCI, Inc. commenced an action against the Company for certain
temporary services provided for the Company. The amount alleged to be owed is
$2,436 plus interest. On December 14, 1998, a settlement was reached between the
parties and the Company will pay the sum of $100 per month until the principal
amount has been paid. This is recorded in the accounts payable section of the
financial statements.

The Company's subsidiary, KLH Engineers & Constructors, Inc. has defaulted on a
promissory note to Thomas Little, a former officer of the subsidiary. The note
became due on November 14, 1996. The principal amount owed is $17,500 with 10%
interest accruing from the date of the note, October 29, 1990. This obligation
is reflected in the notes payable section of the financial statements.

In November, 1998, an action was filed against the Company in the District Court
of Johnson County, Kansas. The plaintiff, Industrial State Bank, claims it is
owed for non-payment of a line of credit in the amount of $1,071,000 which
matured in August of 1998. The Company filed a counter action against Industrial
State Bank for misappropriations of funds. The parties are currently discussing
a settlement. This obligation is reflected in the notes payable section of the
financial statements.

Note 9-  Marketable Securities

      Marketable securities available for sale:
                                                                  June 30, 2001
         2,077,289 shares of restricted Common Stock,
         Kelley's Coffee Group, Inc.                                $  51,932

         239,326 shares of restricted Common Stock, Oasis
         Hotels and Casino International (formerly Flexweight
         Corporation)                                                   7,180
                                                                   -----------

            Total marketable securities                             $  59,112
                                                                   ===========


                                     F-12

<PAGE>

                       AMERIRESOURCE TECHNOLOGIES, INC.
                        Notes to Financial Statements
                                June 30, 2001


Note 10- 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 11- Bankruptcy proceedings of subsidiary

On September 16, 1994, Tomahawk filed for protection pursuant to Title 11 of the
U.S. Code under Chapter 11, in the Western District of Missouri. On August 28,
1995 the court confirmed the Company's amended plan of reorganization. The plan
provides for payment of claims through the continued operations of the Company,
and contingent upon the collection of receivables on completed projects. The
Company has reclassified various payables into long term debt relative to these
claims in the amount of $464,643.

                                     F-13


<PAGE>


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

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 our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may," "will,"
"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, the Company cannot guarantee future
results, levels of activity, performance or achievements. Moreover, the Company
does not assume responsibility for the accuracy and completeness of such
statements. The Company is under no duty to update any of the forward-looking
statements after the date of this report to conform such statements to actual
results.

GENERAL

      The Company's operations for the second quarter of 2001 consisted of
estimating costs and attempting to secure financing for conceptual projects in
the hospitality industry. The projects have not been realized due to the lack of
funding commitments.

      The Company pursued and is still pursuing financing for the NevStar Gaming
and Entertainment transaction and to date still has not procured financing. The
Company entered into various letters of intent to either acquire or merge into
an operating private entity. The Company is still aggressively pursuing these
transactions.

      Management is currently planning to explore opportunities to combine
Tomahawk with a more profitable company through merger or acquisition. The
Company continues to search for a construction company that is interested in
being acquired. Such an acquisition would help fulfill the Company's long-term
plan of becoming a full service housing resource that provides construction and
mortgage services to Native American communities across the United States.

      In June 2001, the Company acquired 9% interest in Prime Enterprises 2001,
LLC, a Nevada limited liability company ("Prime"). Prime was formed by several
other parties experienced in the hospitality and restaurant industry to be a
holding company for the acquisition of restaurants, particularly in Las Vegas,
Nevada. Pursuant to the acquisition agreement, the Company has the option of
acquiring up to 20% of Prime Enterprises.

      Prime's first acquisition was the Golden Steer Restaurant which has been
in business since 1958 and is one of the oldest steak restaurants in Las Vegas.
The restaurant is located at 308 W. Sahara Avenue, one block west of the Las
Vegas strip. The restaurant has a unique history in that many well known
persons, such as "The Rat Pack", (Frank Sinatra, Dean Martin,

                                      2

<PAGE>


Sammy Davis Jr., Peter Lawford, and Joey Bishop), and other notable stars such
as Elvis Presley and John Wayne used to be frequent visitors. The restaurant
continues its tradition for being one of the best steak restaurants in Las
Vegas. Prime continues to look for other acquisitions in the restaurant industry
in Las Vegas as well as outside the State of Nevada.

      As a result of its efforts to generate income, the Company has acquired
two significant assets in addition to the minority interest in Prime Enterprises
2001, LLC, which as of June 30, 2001 was valued at $233,330. The first asset is
an oil and gas property which was acquired on July 13, 2000 and consists of
certain leased oil rights with an estimated value exceeding $10,000,000, which
have been written down to $1,700,000, which is the value of the note receivable
recorded related to this asset. The second asset is marketable securities which
are valued at $59,112 as of June 30, 2001.

      Effective December 14, 1998, the Company acquired The Travel Agents Hotel
Guide, Inc. in a stock purchase agreement. The Company was to receive all the
outstanding shares of The Travel Agents Hotel Guide, Inc. ("TAHG") (a wholly
owned subsidiary of Gold Coast Resources, Inc.) in exchange for a convertible
debenture in the amount of $3,350,000. Due to non-performance of the contract,
the Company considers the contract to be void and canceled the debentures as of
June 30, 2001. All debt and accrued interest has been written off to other
income.

Results of Operations

      The Company had no revenue or income for the three (3) and six (6) months
ended June 30, 2001 and no revenue for the second quarter in 2000. The Company's
operating loss increased to $210,947 as of June 30, 2001 as compared to $113,512
at the end of the second quarter in 2000. The increase in the Company's
operating loss is primarily attributable to consulting expenses which increased
from $0 during the second quarter in 2000 to $156,396 as of June 30, 2001.

      The Company's net income before income tax increased to $3,418,940 as of
the quarter ending June 30, 2001 as compared to a net loss of $111,904 at the
end of the second quarter 2000. This increase in net income before income tax
for the 2nd quarter of 2001 is attributable to the gain on extinguishment of the
TAHG debentures equal to $3,366,460 and a gain of marketable securities in the
amount of $75,022.

      The Company's total assets as of June 30, 2001 increased to $2,073,079 as
compared to $1,874,295 on December 31, 2000, while the current assets as of June
30, 2001, increased to $74,433 compared to $54,007 on December 31, 2000. This
increase in current assets is due to notes receivables in the amount of $51,506.

      As of June 30, 2001, the Company had a total stockholder's deficit of
$1,078,864 as compared to a deficit of $4,730,273 as of December 31, 2000. This
decrease in stockholder's deficit is due primarily to the extinguishment of the
TAHG debentures, which resulted in the recognition of $3,306,460 as income on
extinguishment of debt.

      The Company hopes to continue to improve its stockholder equity by
acquiring income- producing assets, which are hoped to generate profits.

                                      3

<PAGE>


Liquidity and Capital Resources

      The Company and its subsidiaries continue to have very restricted
liquidity. Unless and until the Company successfully acquires revenue producing
assets, it will continue to use its equity and the resources of its CEO, Delmar
Janovec, to finance its operations. However, no assurances can be provided that
the Company will be successful in acquiring assets, whether revenue-producing or
otherwise, or that Mr. Janovec will continue to assist in financing the
Company's operations. The Company has had recurring losses, which raises
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 ultimately achieving
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.

                         PART II - OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

      No reports on Form 8-K were filed during the quarter for which this report
is filed.

      The following exhibits are attached hereto.

3.1      *        Articles  of  Incorporation

3.2      *        Bylaws


                                  SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly
Report on Form 10-QSB to be executed on its behalf by the undersigned, hereunto
duly authorized.

AmeriResource Technologies, Inc.


/s/ Delmar Janovec
Delmar Janovec
Chairman of the Board of Directors
and Chief Executive Officer

Dated: August 13, 2001


                                      4

<PAGE>

                              INDEX TO EXHIBITS

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


EXHIBIT  PAGE
NO.      NO.      DESCRIPTION

3.1      *        Articles  of  Incorporation

3.2      *        Bylaws.

                                      5