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 JUNE 30, 2006.

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

COMMISSION FILE NUMBER: 0-20033

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


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


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

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

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

      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  August  1,  2006,  there were 243,252,776 outstanding shares  of  the
issuer's common stock, par value $0.0001.

      Transitional Small Business Disclosure Format:    Yes[ ] No [X]

<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 June 30,  2006
("the Original Filing") in order  to amend and restate the financial statements
and  related  disclosures  for matters  related  to  the  following  previously
reported  item:   reversal  of   the   original   recording   of  the  gain  on
extinguishments  of  debt  associated  with  the  settlement agreement  between
American  Factors Group, LLC ("AFG"), AmeriResource  Technologies,  Inc.  ("The
Company"),  and  Delmar  Janovec  (CEO/President)  as  a  result  of  all  cash
considerations for the discharge of debt not being satisfied to derecognize the
liability  in accordance with Statement of Financial Accounting Standards Board
No. 140, Accounting  for  Transfers  and  Servicing  of  Financial  Assets  and
Extinguishments   of  Liabilities  ("SFAS  140)  as of and for the six month
period ended June 30, 2006.


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

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



PART I   - FINANCIAL INFORMATION

  ITEM 1.  Financial Statements						  3

       A.  Unaudited Condensed Consolidated Balance Sheet at 		  4
	   June 30, 2006 (restated)

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

       C.  Unaudited Condensed Consolidated Statements of Cash Flows 	  6
	   for the three and six months ended June 30, 2006
	   and June 30, 3005

       D.  Notes to Unaudited Condensed Consolidated Financial 		  7
	   Statements

  ITEM 2.  Management's Discussion & Analysis of Financial Condition
	   and Results of Operations					 15

  ITEM 3.  Controls and Procedures                                	 19

PART II  - OTHER INFORMATION                                             21

  ITEM 6.  Exhibits and Reports on Form 8-K                       	 21

SIGNATURES                                                               21
INDEX TO EXHIBITS                                                  	 22
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
June  30,  2006,  statement of operations and statement of cash flows  for  the
interim period up to  the date of such balance sheet and the comparable periods
of  the  preceding year are  attached  hereto  beginning  on  Page  3  and  are
incorporated herein by this reference.

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

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




<PAGE>

<TABLE>
<CAPTION>

<S>							<C>

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


                                                           June 30,
                                                             2006
                                                         (As restated,
							  see Note 4)
							   --------

				ASSETS

Current Assets:
     Cash and cash equivalents                       	   $ 97,195
     Inventory                                               51,244
     Accounts Receivable                                      1,129
     Prepaid Expenses                                             -
     Notes Receivable                                         6,065
							   --------
     Total Current Assets                                   155,633
							   ========


Fixed Assets:
   Fixed Assets, at Cost                                    199,850
   Accumulated Depreciation                                 (39,901)
							   --------
     Net Fixed Assets                                       159,949
							   --------
Other Assets:
   Intangible assets - net of accumulated amortization      666,544
   Deposits                                                   8,880
							   --------
     Total Other Assets                                     675,424

     Total Assets                                           991,006
							   ========


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

</TABLE>

					3
<PAGE>

<TABLE>
<CAPTION>

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


                                                             June 30,
                                                               2006
                                                           (As restated,
							    see Note 4)
							   -------------

 		LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities:
     Accrued Expenses                                        $   101,239
     Accounts Payable                                            180,572
     Note payable - related party                                179,013
     Notes payable - current portion                             798,267
							   -------------
        Total current liabilities                              1,259,091
							   -------------
Non-Current Liabilities:
     Commitments and Contingencies                               200,571
     Notes payable, less current	  			 175,000
							   -------------
        Total Other Liabilities                                  375,571
							   -------------
          Total Liabilities                                    1,634,662
							   -------------
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					  22,938

   Comprehensive loss on marketable securities                    (3,108)
   Additional paid in capital                                 19,170,297
   Retained earnings                                         (20,514,476)
   Minority interest                                             679,135
							   -------------
         Total stockholders' deficit                            (643,656)
							   -------------
Total Liabilities and Stockholders' deficit                      991,006
							   =============


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

</TABLE>
					4
<PAGE>

<TABLE>
<CAPTION>

<S>					<C>					<C>


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

                                               Three Months Ended       	Six Months Ended
                                                    June 30,                        June 30,
					    ------------------------	     ------------------------
                                               2006          2005              2006          2005
					 ------------- ---------------	    -----------	  -------------
									   (As restated,
							     		    see Note 4)
Revenues:

  Net Service 	                         $     204,968 $           300      $   313,186   $       3,085
  Consulting 	                                 1,912          12,549            1,912          12,549
					 ------------- ---------------	    -----------	  -------------
  Gross Revenues                         $     206,880          12,849      $   315,098          15,634
  Cost of Goods Sold                           149,048          62,554          219,218          64,852
					 ------------- ---------------	    -----------	  -------------
Net Revenues                                    57,832         (49,705)          95,880         (49,218)

Operating expenses:
  General and administrative expenses          135,651         104,478          281,767         194,459
  Salaries                                      25,000          35,000           50,000          60,000
  Legal & Professional                         108,720          85,425          231,275         153,663
  Consulting                                   555,841         388,102        1,102,936         576,303
  Depreciation                                  14,807                           28,266
  Research and development                           -          50,468                -          87,426
					 -------------- --------------	    -----------	  -------------
					       840,019	       663,473	      1,694,244	      1,071,851
					 ------------- ---------------	    -----------	  -------------
Operating loss		                      (782,187)       (713,178)      (1,598,364)     (1,121,069)

Other income (expense):
  Interest expense - net                       (11,707)        (27,740)         (16,420)        (43,508)
  Loan extension expense                             -               -                -          (8,000)
  Gain on extinguishment of debt		     -		     -		      -		      -
  Loss on marketable 				     -		     -		      -		      -
  Securities/Investments            		     -               -                -         (16,500)
					 ------------- ---------------	    -----------	  -------------

  Minority interest                            227,149         131,339          380,523         200,067

Net Income (loss) before income tax           (566,745)       (609,579)      (1,234,261)       (989,010)

Income Tax Provision 		                     -               -                -               -
					 ------------- ---------------	    -----------	  -------------
	Net loss	                      (566,745)       (609,579)      (1,234,261)       (989,010)
					 =============  ==============	    ===========	  =============

Basic and diluted loss per share                (0.00)           (0.01)           (0.01)          (0.02)
					 =============  ==============	    ===========	  =============

Weighted average common shares
outstanding

Basic and diluted			   191,429,081      52,122,168      160,006,361      48,071,924

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 CASH FLOWS
                                                (UNAUDITED)

                                                                        Six Months Ended
                                                                             June 30,
								    ------------------------
                                                                     2006              2005
								(As restated,
						       		  see Note 4)
								  ----------	   ----------
Reconciliation of net loss used in
operating activities:
Net loss	                                                  (1,234,261)      $ (989,010)
Non-cash items:
  Depreciation                                                        28,266            7,459
  Non-cash services through issuance of stock  			   1,006,782          585,582
  Write-down of investment                                             	   -	       16,500
  Relief of debt income							   -		    -
  Minority interest                            			    (380,523)		    -

Changes in assets affecting operations
  (increase) / decrease
  Accounts Receivable                                                 (1,129)          (2,211)
  Inventory                                                          (48,122)               0
  Prepaid expenses                                                     		       (6,553)
  Deposits                                                            		       (6,111)
  Notes Receivables                                                      221           10,870
Changes in liabilities affecting operations
  increase / (decrease)
  Accounts Payable                                                   112,242           22,611
  Accrued Payroll and related expenses                                25,000           60,000
  Accrued expenses                                                    50,343           41,515
  Note payable  - related party               			     125,696          (14,136)
								  ----------	   ----------
Net cash used in operating activities 			            (315,485)        (273,484)
								  ----------	   ----------
Cash flows from investing activities:
  Purchase of Fixed Assets                                           (58,975)         (58,358)
  Purchase Intangible Assets                                        (149,248)         (49,156)
  Purchase subsidiary                                      	    (168,254)         (80,000)
								  ----------	   ----------
Net cash used in investing activities 		                    (376,477)        (187,514)
								  ----------	   ----------
Cash flows from financing activities:
  Net increase in Notes payable                                      329,800          256,000
  Proceeds from issuance of stock                              	     350,000          481,033
								  ----------	   ----------
Net cash provided by financing activities 		             679,800          737,033
								  ----------	   ----------
  Cash and Cash equivalents:
  Increase (decrease) in cash                                        (12,162)      $  276,035
  Cash-beginning period                                              109,357            8,029
								  ----------	   ----------
  Cash-end of period                                                  97,195       $  284,064
								  ==========	   ==========


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

</TABLE>
					6
<PAGE>
               AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2006
                                 (UNAUDITED)

NOTE 1 - DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES

AmeriResource  Technologies, Inc., formerly known as KLH Engineering Group, Inc
(the Management  Company),  a  Delaware  corporation, was incorporated March 3,
1989  for  the  purpose  of providing diversified  civil  engineering  services
throughout the United States,  to be accomplished through acquisitions of small
to mid-size engineering firms.   On July 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  and  six
months ended June 30, 2006 and June 30, 2005  are  not  necessarily  indicative
of the results that may be expected for the  fiscal  year  ended  December  31,
2006.  Fo r 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 year amounts  to  conform  to
the current year presentation.  These reclassification had  no  effect  on  the
previously reported net loss.
					7
<PAGE>

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, Auction Wagon Inc., VoIPCOM USA, Inc., Kootenai Corp.,
now   called   BizAuctions,  Inc.,  and  BizAuctions  Corp.   All   significant
intercompany transactions and accounts have been eliminated in consolidation.

LOSS PER COMMON SHARE

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


NOTE 3 - GOING CONCERN

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

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.

					8
<PAGE>



NOTE 4 - CORRECTION OF ERRORS

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

Increase (decrease) of previously reported notes payable:

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

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


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

					9
<PAGE>

Condensed Consolidated Balance Sheet as of June 30, 2006.

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

                          	As previously     Net         As
                          	   reported     change     Restated
				 ------------ ---------	 ------------
Assets
Current assets
 Cash and cash equivalents       $     97,195 $       -  $     97,195
 Inventory                             51,244         -        51,244
 Accounts receivable                    1,129         -         1,129
 Prepaid expenses                           -         -             -
 Notes receivable                       6,065         -         6,065
				 ------------ ---------	 ------------
 Total current assets                 155,633         -       155,633
				 ------------ ---------	 ------------
 Fixed assets, net                    159,949         -       159,949
				 ------------ ---------	 ------------
Other assets
 Intangible assets, net               666,544         -       666,544
 Deposits                               8,880         -         8,880
				 ------------ ---------	 ------------
 Total other assets                   675,424         -       675,424
				 ------------ ---------	 ------------
 Total Assets                    $    991,006 $       -  $    991,006
				 ============ =========	 ============
Current liabilities

 Accrued expenses                     101,239         -       101,239
 Accounts Payable                     180,572         -       180,572
 Notes payable - related party        179,013         -       179,013
 Notes payable                        566,200   232,067       798,267
				 ------------ ---------	 ------------
 Total current liabilities          1,027,024   232,067     1,259,091
 				 ------------ ---------	 ------------
Non-Current liabilities
   Commitments and Contingencies      200,571         -       200,571
 Notes payable, less current	      175,000	      -	      175,000
 				 ------------ ---------	 ------------
 Total liabilities                  1,402,595   232,067     1,634,662

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                        22,938         -        22,938
   Comprehensive loss on
 marketable securities                 (3,108)        -        (3,108)
 Additional paid-in capital        19,170,297         -    19,170,297
 Retained earnings                (20,282,409) (232,067)  (20,514,476)
   Minority Interest                  679,135         -       679,135
				 ------------ ---------	 ------------
 Total stockholders' equity          (411,589) (232,067)     (643,656)
 				 ------------ ---------	 ------------
  Total Liabilities &
   Stockholders' Deficit  	 $    991,006 $       -  $    991,006
				 ============ =========  ============
</TABLE>

					10
<PAGE>
Condensed Consolidated Statement of Operations
for the Six Months Ended June 30, 2006

<TABLE>
<CAPTION>
<S>					<C>	<C>
                                  	As previously      Net		 As
                                   	  reported       change       restated
					 ----------    ----------    ----------
Gross revenues		                 $  315,098    $ 	-    $  315,098
Cost of Goods Sold                          219,218             -       219,218
					 ----------    ----------    ----------
Net revenues                                 95,880             -        95,880

Operating Expenses
General and administrative expenses         281,767             -       281,767
Salaries                                     50,000             -        50,000
Legal & professional                        231,275             -       231,275
Consulting		                  1,102,936             -     1,102,936
Depreciation and amortization                28,266             -        28,266
					 ----------    ----------    ----------
Net operating Loss                       (1,598,364)            -    (1,598,364)

Other Income (Expense):
Interest expense, net                       (16,420)            -       (16,420)
Loan extension expense                       	  -             -             -
Gain on extinguishments of debt             232,067      (232,067)            -
Loss on marketable securities/
investments                       	          -             -             -
					 ----------    ----------    ----------
  Total other income (expense)              215,647      (232,067)      (16,420)
					 ----------    ----------    ----------

Minority interest			    380,523		-	380,523

Net Loss	                        $(1,102,194)   $ (232,067)   $(1,234,261)

					 ===========    ==========    ===========
Loss per Common Share:

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

Weighted Average Common Shares Outstanding:

Basic and Diluted                        160,006,361     	      160,006,361
					============ 	=========    ============


</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 second  quarter  of
2006,  the  Company  issued  a  total  of  75,908,909 shares of common stock as
follows:

68,984,459 shares of common stock were issued for consulting services valued at
$596,376.

6,924,310  shares  of  common  stock were issued  for  legal  and  professional
services valued at $41,362.

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
June 30, 2006.  Dividends are not payable until declared by the Company.

					11

<PAGE>

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.

Delmar Janovec,  President  &  CEO,  exchanged  the interest owed to him on the
dividends in the approximate amount of $1,600,000 for the new class of Series C
Preferred  Stock that was approved by the Board of  Directors  on  January  31,
2002.

					12
<PAGE>

NOTE 6- NOTE PAYABLE

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

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

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

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

Note dated August 31, 1998, and  amended in the fourth
quarter  of 2004, and first quarter of 2005, and first
quarter of 2006.  Payable to America 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%								$  432,067

Line of credit, prime plus 2%.					$   55,200

Note  dated  January  2006, interest  is 1% per month
with a 3% origination charge.					$   50,000

Note dated May 8, 2006, interest is 12% per annum , due
June 28, 2008 with conversion rights into Roboserver
common stock.							$  100,000

Note dated May 12, 2006, interest is 10% per annum and
due  on  June  28,  2008  with  conversion rights into
BizAuction common stock.					$  171,000


Total notes payable						$  973,267
								----------
Less current portion						$  798,267
								----------
Long-term portion						$  175,000
								==========


NOTE 6- NOTE PAYABLE (CONTINUED)


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

        2006		$ 798,267
        2007		$     -0-
	2008		$ 175,000
        Thereafter	 	-
            		---------
     			$ 973,267


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


					13
<PAGE>

NOTE 7 - COMMITMENTS AND CONTINGENCIES (CONTINUED)


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

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

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

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

On March 28, 2006, the Company received notice  that a complaint had been filed
in Superior Court of California, San Diego County, Case No. 862855, against the
Company, et al., 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 with the complaint being
settled on or about May 27, 2006 between the  Company,  Delmar Janovec, and the
Plaintiff. Defendants, Woltjen and Keener were dismissed  with  prejudice  from
the  complaint  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 its counsel have been in  discussions  with the plaintiff
regarding  a  settlement  as well as preparing its case to defend  the  Company
should the complaint proceed through the Courts.

NOTE 8 - RELATED PARTY TRANSACTIONS

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

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

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


					14
<PAGE>

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

FORWARD-LOOKING INFORMATION

      This  quarterly report contains  forward-looking  statements.   For  this
purpose,   any   statements   contained  herein  that  are  not  statements  of
historical  fact  may  be  deemed  to  be  forward  looking  statements.  These
statements relate to  future  events  or  to  the  Company's  future  financial
performance.  In  some  cases,  you  can  identify  forward-looking  statements
by  terminology such   as   "may," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," or "continue" or the negative
of such terms or  other  comparable  terminology.  These  statements  are  only
predictions.  Actual  events  or  results may differ  materially.  There  are a
number  of  factors  that  could  cause  the Company's actual results to differ
materially  from  those  indicated by such forward-looking statements.

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

RESTATEMENT

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

GENERAL

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

					15
<PAGE>

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.


      As of June 30, 2006, NAUC operates  forty-seven  (47) drop-off locations,
in addition to the twenty-three (23) affiliate locations  that were acquired in
our  acquisition  of  AWI on September 30, 2005. During the second  quarter  of
2006, NAUC developed numerous  business  commercial  accounts  with several top
retailers-wholesalers  within  the  USA.  NAUC liquidates the excess  inventory
and/or returned merchandise 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,  shoes  for  both men and
woman  and  clothing for men, women, and children. 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, please visit our
website at www.net2auction.com.

AUCTION WAGON

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

      AWI's software, Store Manager  Pro  G2,  performs  virtually  all  of the
functions  needed  by  an  eBay  consignment  store,  from  printing contracts,
barcodes,  and  inventory labels to managing its inventory, payment,  shipping,
and checks 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. Since January  1, 2006 AWI has added approximately
94 new customer accounts. AWI's software continues  to  be  a  widely  used  by
commercial  business users doing business on eBay.  To learn more, please visit
our website at www.auctionwagon.com.

AUCTION BOULEVARD

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

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

BIZAUCTIONS, INC., FORMERLY KOOTENAI CORP.

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

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

					16
<PAGE>

 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 to 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 and is the entity that
has performed all of the research, development, and modifications since the POS
software and self-serve technologies were  acquired  on  or about May 15, 2004.
To learn more, please visit our website at www.roboservercorp.com.

RESULTS OF OPERATIONS

      The following discussion should be read in conjunction  with  the audited
financial  statements and notes thereto included in our annual report  on  Form
10-KSB for the  fiscal year ended December 31, 2005, and should further be read
in  conjunction  with   the  financial  statements  included  in  this  report.
Comparisons made between  reporting periods herein are for the  three  and  six
month period ended June 30, 2006 as compared to the same period in 2005.

      Net Service revenue for the  six months  ended  June  30, 2006  increased
to  $313,186  from  $3,085  for  the  same  period  in 2005. Cost of Goods sold
increased  $154,366  to  $219,218  for  the  six  months ended June 30, 2006 as
compared to $64,852 for the six months ended June 30, 2005. The operating  loss
increased to $1,598,364 for the six months ended June  30, 2006, as compared to
an operating loss of $1,121,069 for the same period in 2005.

      The Company's net loss for the three months ended June 30, 2006 decreased
to a net  loss of $566,745, as compared to a net loss of $609,579 for  the same
period  in  2005. The Company's expenses  for the three months  ended  June 30,
2006 as compared to the same period in 2005 are set forth below:

EXPENSES                      	   2006      2005
--------		    	---------  --------
General and Administrative   	  135,651   104,478
Consulting                   	  555,841   388,102
Employee Salaries and Bonuses 	   25,000    35,000
Interest Expense              	   11,707    27,740
Legal and Professional       	  108,720    85,425
R & D                                 -0-    50,468
      TOTAL EXPENSES         	  836,919   691,213


					17
<PAGE>

      The increase in these expenses for  the three months ended June 30,  2006
as related to  the same  period  for  2005, is  due  mostly  to  the  increased
operations   of  the  Company's  subsidiaries.  Net  service revenue  increased
significantly   for   the  three months ended  June 30,  2006.  Cost of   Goods
sold  increased $86,494  to  $149,048 for  the three months ended June 30, 2006
as compared to  $62,554  for  the  three  months  ended  June  30,  2005.   The
operating   loss  increased   primarily   due   to   the   increased   business
activities  of  its  subsidiaries,  Net2Auction, Inc.,  Auction Wagon, Inc. and
RoboServer  Systems Corp.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's net cash used in operating activities for  the  six  months
ended June 30, 2006 increased to $315,485  as  compared  to  cash  provided  by
operations  of $273,484 for the same period in 2005.   This increase is  mainly
attributable  to an increase in non-cash services through the issuance of stock
to $1,006,782  for  the six months ended June 30, 2006 as compared to  $585,582
for the same period in the prior year.

      The Company's  cash flow used in investing activities was $376,477 during
the six months ended June 30, 2006, as compared to $187,514 for the same period
in  2005.  This  increase  is  due to purchase of fixed assets and  intangibles
of $208,223.

      The Company's cash flow  provided  by  financing  activities was $679,800
during the six months ended June 30, 2006, as compared to $737,033 for the same
period  in  2005.  This  decrease  is  due to the decrease in proceeds from the
issuance of stock of $131,033 offset  by  the  increase  in  notes  payable  of
$73,800.

      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  June 30,  2006,   we   were  not  involved  in  any
unconsolidated SPE transactions.

					18
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

Restatement

As discussed in the Explanatory Note to  this  Form  10-QSB/A  for  the  quarter
ended June  30,  2006,  and  in  Note  [4]  of  the  footnotes  to the condensed
consolidated  financial  statements  contained  in  Part  [I],  Item [1] of this
Amendment, the Company has amended its Quarterly Report on Form  10-QSB  for the
quarter  ended  June 30, 2006  ("the  Original  Filing")  in  order to amend and
restate  the   financial statements  and  related  disclosures as of and for the
period ending  June 30, 2006.  The determination to restate  these  consolidated
financial  statements  was  made  as a result of the Company's identification of
certain matters related to the reversal of the original recording of the gain on
extinguishment  of  debt   associated  with  the  settlement  agreement  between
American  Factors Group, LLC ("AFG"),  AmeriResource  Technologies,  Inc.  ("The
Company"),  and   Delmar  Janovec   (CEO/President).   Specifically,   all  cash
considerations for the  discharge  of  debt  were  not  satisfied  in  order  to
derecognize the liability  in accordance with Statement of Financial  Accounting
Standards BoardNo. 140, Accounting  for  Transfers  and  Servicing  of Financial
Assets  and Extinguishments   of  Liabilities  ("SFAS  140).


Disclosure Controls and Procedures

As  required   by   Rule  13a-15(c) promulgated  under  the  Exchange  Act,  our
management, with the  participation  of  our Chief  Executive  Officer/Principle
Financial Officer, evaluated the  effectiveness  of  our  internal control  over
financial  reporting  as  of June 30, 2006. Management's  assessment  was  based
on criteria set forth by  the  Committee  of  Sponsoring  Organizations  of  the
readway Commission in Internal Control-Integrated  Framework  ("COSO").   In the
Original  Filing  for this period, filed with the Commission on August 21, 2006,
the Company's Chief Executive  Officer/Principle  Financial  Officer  previously
concluded  that  the Company's disclosure controls and procedures were effective
as of June 30, 2006.

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

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

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

Internal Control over Financial Reporting (Restated)

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

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

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

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

Ineffective Controls Related to the Financial Closing Process

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

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

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

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

					19
<PAGE>



                          PART II - OTHER INFORMATION


ITEM 5.      OTHER INFORMATION

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

					20
<PAGE>

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


					21
<PAGE>
                               INDEX TO EXHIBITS

EXHIBIT                             DESCRIPTION

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

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

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

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

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

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

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

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

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

					22
<PAGE>

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

					23
<PAGE>