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, 1999.

[ ] 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 Identification No.)
    incorporation or organization)



          939 Sante Fe Drive Overland Park, Kansas          66212
        ------------------------------------------------------------
        (Address if principle executive office)           (Zip Code)


                                 (913) 859-9292
                              --------------------
                           (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

         The number of outstanding shares of the issuer's common stock,  $0.0001
par value, as of August 11, 1999 was 492,060,312.




<PAGE>



                                TABLE OF CONTENTS

                                     PART I

ITEM 1. FINANCIAL STATEMENTS...................................................3

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS....................................4


                                     PART II

ITEM 1. LEGAL PROCEEDINGS......................................................8


ITEM 6. REPORTS ON FORM 8-K....................................................8

SIGNATURES.....................................................................9

INDEX TO EXHIBITS.............................................................10










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                                        2

<PAGE>



                                     PART I

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
quarter ended June 30, 1999, 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 as Pages F-1 through F-10 and are incorporated herein by this reference.


















                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]




                                        3

<PAGE>



INDEX TO FINANCIAL STATEMENTS                                               PAGE

Consolidated Balance Sheet, June 30, 1999....................................F-2

Consolidated Statement of Operations, for the six months ended
   June 30, 1999 and 1998....................................................F-4

Consolidated Statement of Stockholder's Equity for the six months ended
   June 30, 1999 and 1998....................................................F-5

Consolidated Statement of Cash Flows, for the six months ended
   June 30, 1999 and 1998....................................................F-6

Notes to Consolidated Financial Statements, June 30, 1999....................F-9



                                       F-1

<PAGE>



                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Unaudited Consolidated Balance Sheet


                                     ASSETS


                                                      June 30,       June 30,
                                                       1999            1998
                                                    (Unaudited)     (Unaudited)
                                                 --------------    -------------
Current assets:

    Cash and cash equivalents (Note 1)              $    7,145       $       234
                                                    -----------       ----------
    Receivables:
       Trade                                           206,137           730,285
       Related Party                                       -              14,471
       Notes receivable - related party                 91,788           332,904
       Notes receivable - other                         35,000            75,000
       Other receivables                                   -             193,000
       Allowance for doubtful accounts                (148,721)        (583,855)
                                                    -----------       ----------

            Net receivables                            184,204           761,805
                                                    -----------       ----------

       Prepaid insurance and other current assets        1,950            50,249

                 Total current assets                  193,299           812,288
                                                    -----------       ---------

                 Net property, plant and equipment      95,445            20,384
                                                    -----------       ----------


Other assets:
    Organization costs (Net) (Note 1)                      450
    Publication rights (Net) (Note 1)                1,139,012
    Marketable securities (Note 12)                    487,893           189,357
                                                     ----------       ----------

                  Total other assets                 1,627,355           189,357
                                                     ----------       ----------
Total assets                                       $ 1,916,099         1,022,029
                                                     ==========       ==========








   The accompanying notes are an integral part of these financial statements.
                                       F-2

<PAGE>




<TABLE>
<CAPTION>
                                        AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                             Unaudited Consolidated Balance Sheet
                                                          (continued)

                                              LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                                     June 30,              June 30,
                                                                                       1999                  1998
                                                                                    (Unaudited)           (Unaudited)
                                                                                -----------------    -----------------
<S>                                                                               <C>                 <C>

Current liabilities:
      Accounts payable:
            Trade                                                                 $     333,396       $     634,213
            Related party (Note 2)                                                       15,586              69,126
      Current portion of long-term debt:
            Related party                                                               174,392             552,849
            Other                                                                       465,424             255,769
      Accrued payroll and related expenses                                              210,173             646,907
      Accrued interest:
            Related party (Note 2)                                                       97,473              97,473
            Other                                                                       188,576              77,760
      Escrowed Fees                                                                       3,552                   -
      Income Tax Payable                                                                 35,960              35,960
                                                                                    ------------       -------------

               Total current liabilities                                              1,524,532           2,370,057

Long-term debt:
            Notes payable                                                             1,535,857           1,680,939

Convertible debentures                                                                3,350,000                   -
Commitments and contingencies                                                           105,000             105,000
                                                                                    ------------       -------------

               Total liabilities                                                  $   6,515,389       $   4,155,996
                                                                                    ------------       -------------

Stockholders' equity (Note 6)
       Preferred stock, $.001 par value; authorized, 5,000,000 shares;
             issued and outstanding, 3,089,621 shares                                       -                 3,090
       Common Stock, $.0001 par value; authorized, 500,000,000
             shares issued and outstanding, 492,060,312 shares                           49,406              21,724
       Additional paid-in capital                                                     8,544,468           6,532,257
       Common stock held in treasury; 2,458,000 shares at cost                              -                (5,625)
       Accumulated deficit                                                          (13,193,164)         (9,685,413)

                 Total stockholders' equity (deficit)                                (4,599,290)         (3,133,967)
                                                                                    ------------         -----------
Total liabilities and stockholders' equity                                        $   1,916,099       $   1,022,029
                                                                                    ============       =============
</TABLE>





    The accompanying notes are an integral part of these financial statements.
                                    F-3

<PAGE>



<TABLE>
<CAPTION>
                                 AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                   Unaudited Consolidated Statements of Operations
                                   For the six months ended June 30, 1999 and 1998


                                                                                       1999                1998
                                                                                -----------------    ----------------

<S>                                                                              <C>                 <C>

Net service income                                                                $      45,258       $           -

Operating expenses                                                                       (1,233)                  -
General and administrative expenses                                                    (275,653)            (73,591)
                                                                                   -------------       -------------

Operating gain (loss)                                                                  (231,628)            (73,591)
                                                                                   -------------       -------------

Other income (expense):
     Loss on sale of subsidiaries                                                       (39,950)                  -
     Other comprehensive income                                                         230,000
     Interest expense                                                                      (437)                  -
                                                                                   -------------       -------------
Total Other Income (expense)                                                            189,613                   -

Net loss before income tax                                                              (42,015)            (73,591)

Income tax provision                                                                        -                    -
                                                                                   -------------       -------------

Net loss                                                                          $     (42,015)      $     (73,591)
                                                                                   =============       =============



Earnings per share                                                                $         .00 $               .00

Weighted average common shares outstanding                                          458,060,312         199,570,961
                                                                                   =============       =============
</TABLE>








   The accompanying notes are an integral part of these financial statements.
                                       F-4

<PAGE>

<TABLE>
<CAPTION>
                                           AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                        Unaudited Consolidated Statement of Stockholders' Equity
                                                 For the Six Months Ended Juine 30, 1999
<S>                           <C>          <C>       <C>        <C>     <C>        <C>           <C>       <C>          <C>

                               $.0001 Par Value       $.001 Par Value
                                 Common Stock         Preferred Stock   Additional     Stock
                               ----------------      ----------------
                                Number                Number             Paid-In   Subscription  Treasury  Accumulated
                              of Shares    Amount    of Shares  Amount    Capital   Receivable    Stock      Deficit          Total
                              ---------    ------    ---------  ------  ---------- ------------- --------  -----------  -----------

Balance at December 31, 1997  164,213,803  $ 16,420  3,089,621  $ 3,090 $6,347,954 $   -         $(5,625)  $(9,600,861) $(3,239,022)
Issuance of Shares for:
  S-8 options exercised        33,000,000     3,300                         (3,300)                                              -
  Subscriptions Receivable     41,000,000     4,100                        460,900   (465,000)                                   -
  Consulting services          62,535,978     6,254                        676,151                                           682,406
  Debt                          1,958,281       196                        137,304                                           137,500
  Accrued Salaries             11,275,327     1,128                         42,373                                            43,501
  Stock                        23,076,923     2,308                        255,586                                           257,893

Acquisition of FAMC            45,000,000     4,500                                                                           4,500

Acquired from FAMC                                                                                (71,261)                  (71,261)

Reduction in Subscription Receivable                                                  465,000                                465,000

Consideration for guarantee    20,000,000     2,000                         18,000                                            20,000

Net loss for the year ended
    December 31, 1998                                                                                       (4,127,934)  (4,127,934)
                                                                                                            -----------  -----------
Balance at December 31, 1998  402,060,312  $ 40,206  3,089,621  $ 3,090 $7,934,968 $   -         $(76,886)$(13,728,795) $(5,827,417)
                              ===========  ========  =========  ======= ========== ============  ========= ============ ============

Issuance of Shares for:
  Consulting Services          50,000,000     5,000                        393,500                                          398,500
  Legal Services               40,000,000     4,000                        216,000                              -           220,000
Sale of Treasury stock                                                                             76,886                    76,866
Adjustment due to Sale of
    Subsidiaries                                                                                              574,756        574,756
Net loss for the quarter ended
    June 30, 1999                                                                                             (42,015)       42,015)
                                                                                                           ------------ ------------

Balance at  June 30, 1999     492,060,312  $ 49,206  3,089,621  $ 3,090 $8,544,468 $   -         $    -   $(13,196,054) $(4,599,290)
                              ===========  ========  =========  ======= ========== ============  ========= ============ ============
</TABLE>

      The accompanying notes are an integral part of these financial statements.
                                       F-5
<PAGE>


<TABLE>
<CAPTION>
                                              AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                               Unaudited Consolidated Statements of Cash Flows
                                               For the six months ended June 30, 1999 and 1998




                                                                                      1999                  1998
                                                                                ----------------    -----------------
<S>                                                                              <C>                 <C>
Reconciliation of net loss provided by (used in) operating activities:

Net loss                                                                         $      (42,015)     $      (73,591)
Depreciation and amortization                                                             8,600              50,824

Non-cash items:
     Non-cash services through issuance of stock                                       (150,000)                  -
     (Gain)/Loss on sale of subsidiary                                                   39,950                   -
     Other comprehensive income                                                        (230,000)

Changes in assets affecting operations - (increase) decrease
     Accounts receivable                                                                 10,050                   -
     Prepaid insurance and other expenses                                                (1,950)                  -

Changes in liabilities affecting operations - increase (decrease)
     Accounts payable                                                                                        19,146
     Escrowed fees                                                                         (672)                  -
     Other current liabilities                                                          (21,983)                  -
                                                                                   -------------           ---------

Net cash provided by (used in) operating activities                              $      (88,020)   $         (3,621)
                                                                                   =============           ==========
</TABLE>








   The accompanying notes are an integral part of these financial statements.
                                       F-6

<PAGE>


<TABLE>
<CAPTION>
                                       AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                        Unaudited Consolidated Statements of Cash Flows
                                        For the six months ended June 30, 1999 and 1998



                                                                                       1999                 1998
                                                                                ----------------       --------------
<S>                                                                                <C>                  <C>
Cash flows from financing activities:
     Repayment of debt                                                                   (6,476)                  -
                                                                                   -------------        ------------

Net cash provided by (used in) financing activities                                      (6,476)                  -


Cash flows from investing activities:
     Purchase of fixed assets                                                           (53,087)                  -
     Proceeds from sale of subsidiaries                                                     550
                                                                                   -------------

Net cash provided by (used in) investing activities                                     (52,537)
                                                                                   -------------

Increase (decrease) in cash                                                             (29,007)             (3,621)

Cash - beginning of period                                                               36,152               3,855
                                                                                   -------------          ----------

Cash - end of period                                                               $      7,145       $         234
                                                                                   =============          ==========
</TABLE>






   The accompanying notes are an integral part of these financial statements.
                                      F-7

<PAGE>


<TABLE>
<CAPTION>
                                                 AMERIRESOURCE TECHNOLOGIES, INC.
                                        Unaudited Consolidated Statements of Cash Flows
                                        For the six months ended June 30, 1999 and 1998


SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS

                                                                                      1999                 1998
                                                                                -----------------    ----------------
<S>                                                                                <C>                <C>
Purchase of fixed assets through issuance of debt                                                          -

Debt paid through issuance of stock                                                  $                     -

Stock issued for services                                                            $  330,000            -



Additional cash flow information Cash paid for:
       Interest                                                                      $      589            -
       Income taxes                                                                  $       -             -
</TABLE>




   The accompanying notes are an integral part of these financial statements.
                                      F-8

<PAGE>



                        AMERIRESOURCE TECHNOLOGIES, INC.
         NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 1999


1.       Summary of Significant Accounting Policies

         The accompanying  financial statements have been prepared in accordance
with the  instructions  of Form 10-QSB and do not include all of the information
and footnotes required by Generally Accepted Accounting  Principles for complete
accounting statements. In the opinion of management, all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been included.

2.       Corporations Included in the Consolidated Financial Statements

                          Name                                       Location
           First Americans Mortgage Corporation                 Lenexa, Kansas
           The Travel Agent's Hotel Guide, Inc.                 Lenexa, Kansas
           Tomahawk Construction Company, Inc.                  Lenexa, Kansas


3.       Sale of closed subsidiaries

         On June 30,  1999,  the  Company  sold the  following  subsidiaries  to
Calbear  LLC in an effort to  eliminate  certain  liabilities  from its  balance
sheet:

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

The Company sold the  subsidiaries  for a nominal  amount of cash in conjunction
with certain securities that were issued out for consulting services rendered to
the Company as part of the Company's plan to improve it financial health.










                                      F-9

<PAGE>



4.       Basis of Presentation and Principles of Consolidation

         The consolidated  financial statements include the combined accounts of
AmeriResource  Technologies,  Inc.,  and the accounts of all  subsidiaries.  All
material intercompany transactions have been eliminated in consolidation.

5.       Additional footnotes included by reference

         Except as indicated in Notes above,  there have been no other  material
changes in the  information  disclosed in the notes to the financial  statements
included  in the  Company's  Annual  Report on Form  10-KSB  for the year  ended
December 31, 1998. Therefore, those footnotes are included herein by reference.




                                      F-10

<PAGE>




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

General

        The Company's operations for the second quarter consisted of bidding for
construction projects, developing a new mortgage program to be utilized in major
cities with the Indian Centers that target Urban Native  Americans which are not
being serviced at this time,  searching for companies to be acquired that are in
the  mortgage  business,  and  formulating  a plan of  operation or sale for The
Travel Agent's Hotel Guide, Inc. ("TAHG").

         On June 30,  1999,  the  Company  sold the  following  subsidiaries  to
Calbear  LLC in an effort to  eliminate  certain  liabilities  from its  balance
sheet:  (1) KLH Engineers & Contractors,  Inc., (2) KLH  Engineering of Colorado
Springs,  Inc., (3) KLH  Engineering of Lakewood,  Inc., (4) KLH  Engineering of
Grand  Junction,  Inc.,  (5)  KLH  Engineering  of  San  Mateo,  Inc.,  (6)  KLH
Engineering of Greeley, Inc., (7) Morton Technologies, Inc. (8) LBH Engineering,
Inc., (9) Coffee  Engineering & Surveying,  Inc., and (10) Scanlon & Associates,
Inc.  The  Company  sold  the  subsidiaries  for a  nominal  amount  of  cash in
conjunction with certain securities that were issued out for consulting services
rendered to the Company as part of the  Company's  plan to improve its financial
health.


First Americans Mortgage Corporation

         The  Company's  operations  during  the  second  quarter  of 1999  were
conducted  through First  Americans  Mortgage  Corporation  ("FAMC"),  which was
acquired as a  wholly-owned  subsidiary on August 6, 1998. The Company's plan to
increase its revenues by servicing  loans through FAMC continued to move forward
during the second quarter of operations in 1999.

         Furthermore, the Company made modest  progress  towards  achieving  its
long-term  plan  of  creating  a fully  integrated  company  possessing  all the
necessary resources to provide housing for Native Americans ("Nations") through-
out the United  States which  include  constructing  homes for Native  Americans
through a construction  subsidiary while also providing  financing through FAMC.
Accordingly,  the Company's  efforts to find an operating  construction  company
that may be interested  in being  acquired by the Company  continued  during the
second quarter of 1999.

         FAMC also made  substantial  progress  in its  effort  to  implement  a
specialized  mortgage program which targets Native American nations.  Under this
program, Native Americans can purchase a home with less than 1% down at closing.
FAMC has  already  increased  its staff  from 2 to 8 people  since  the  Company
acquired FAMC, adding 2 additional  employee in the second quarter of 1999. FAMC
intends to further  increase its staff to approximately 15 by the end of 1999 to
process the additional loans.

        The specialized program FAMC designed is now being utilized with five of
the largest Nations in the State of Oklahoma, which should provide mortgages for
over 500 families in 1999.  FAMC  continued to review and develop  relationships
with other Nations to implement these programs on a national level.




                                        4

<PAGE>



         FAMC also continued to search for other mortgage  companies to acquire.
Specifically, FAMC continued to search for small mortgage companies that provide
services  via the Internet.  FAMC believes  this will improve its abiltiy to tap
into the Native American market, which is largely underdeveloped.

         FAMC  also launched its loan origination website in June . The  website
will allow FAMC to originate  mortgages over the Internet.  The FAMC web site is
available  to  both on and off  reservation  Native  American  home  buyers  for
pre-qualifying  or making a home loan  application.  The site can be accessed at
www.nativeamericanlender.com.  FAMC  received over 175,000  visitors  during the
month of June.

         The  Company  has  plans to  improve  the site  which  will  include  a
completely  operational system that will have video  conferencing,  allowing the
loan  processor to view the applicant at the same time the  applicant  views the
loan  processor.  The  Company anticipates  that the video  conferencing feature
will be operational by the year 2000.

Tomahawk Construction

         Tomahawk continued to bid for work in the construction management field
during the second  quarter of 1999,  but  obtained no new  projects.  Tomahawk's
likelihood for success in obtaining new construction  contracts jobs will remain
low until a construction  partner or a substantial amount of capital is obtained
that would allow  Tomahawk to gain bonding  capacity.  For more  information  on
Tomahawk,  see "Item 1 Description  of Business" in the Company's Form 10KSB for
December 31, 1998.  Consequently,  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.

The Travel Agent's Hotel Guide, Inc.

        The Company acquired a 100% interest in the Travel Agent's  Hotel Guide,
Inc.  ("TAHG") for the purpose of reselling  TAHG's sole asset The Travel Agents
Hotel Guide (the  "Guide").  The Guide is a  publication  that lists over 10,000
hotels in North America.  TAHG charges for advertising  space in the Guide which
historically  has been published and distributed  twice year. The Company's plan
is to sell the  Guide at a  profit.  Unfortunately,  the  Guide  has been out of
publication for several years. Management plans to find a potential purchaser of
the Guide that has adequate resources to resume publication of the Guide. In the
event  the  Company  is  unable  to sell  the  Guide  in 1999,  the  Company  is
considering  the  possibility  of a joint venture with an Internet  company that
could post the Guide on the Internet and thereby,  reduce the  substantial  cash
outlay  needed to  publish  and  distribute  the Guide in a  conventional  print
format.  The  Company  has  begun  preliminary  negotiations  with  a  potential
purchaser.








                                        5

<PAGE>



Results of Operations

         Net service  income for the quarter ended June 30, 1999, was $45,258 as
compared  to $0 for the  second  quarter  in  1998.  The  Company  conducted  no
operations  for the quarter ended June 30, 1998.  All revenues in 1999 are
attributable to service income generated by FAMC.

        Operating expenses increased from $0 for the quarter ended June 30, 1998
to $1,233 for the quarter ended  June 30, 1999 as a result of FAMC's operations.

         General and administrative expenses were $275,653 for the quarter ended
on June 30,  1999 as  compared  to $73,591  for the same  quarter  in 1998.  The
$202,062  increase in general and  administrative  expenses was primarily due to
the   Company's   issuance  of  shares  for   services   performed   by  outside
professionals.

         The  Company's  net loss  decreased  from $73,591 for the quarter ended
June 30, 1998 to $42,015 for the quarter  ended on June 30, 1999.  The Company's
net loss decreased as a result of the Company's generation of revenues from loan
originations and other comprehensive income  which  was  recorded  as  a  result
of  trading  certain marketable securities for consulting services to FAMC.

Liquidity and Capital Resources

         The  Company  and its  subsidiaries  continue  to have very  restricted
liquidity.  The Company has experienced severe financial  difficulty as a result
of Bankruptcy  proceedings involving its subsidiary Tomahawk.  Although Tomahawk
emerged  from  Bankruptcy  in  August  of 1995,  Tomahawk's  ability  to  obtain
construction   projects  has  been  severely   limited  as  a  result  of  those
proceedings.

         FAMC began to generate revenues in 1999. The Company believes that this
new revenue  stream will  continue  to make a positive  impact in the  liquidity
during the year of 1999 and into the future.

        The Company also  believes that its  plans  to sell  TAHG  will  provide
additional  revenues  during  1999.  In the event the  Company is unable to sell
TAHG,  the Company  will be required  to expend  considerable  funds in order to
commence operations.

         Until FAMC, TAHG, and Tomahawk begin generating  sufficient revenues to
cover the expenses of the Company,  the Company will  continue to use its equity
and the  resources of its CEO,  Delmar  Janovec to finance its  operations.  Mr.
Janovec has advanced $297,544 to date as a loan to support the Company's limited
operations and has continued to work without pay since October 1, 1996. However,
there is no guarantee that Mr.  Janovec will continue such support.  The Company
will also need to increase  its  authorized  shares of common  stock in order to
continue using its equity as a means to finance its operations.

         During the quarter ended June 30, 1999, the Company's  working  capital
deficit was approximately $1,331,233 compared to a deficit of $1,557,769 for the
quarter ended June 30, 1998. The Company's improved working capital position was
a result of the Company's  decision to sell its inoperable  subsidiaries  during
the quarter which reduced its current liabilities.






                                        6

<PAGE>



         The Company's net  stockholders'  deficit increased from $3,133,967 for
the quarter ended in June 30, 1998 to $4,599,290  for the quarter ended June 30,
1999. The Company's deficit increased primarily as a result of acquiring TAHG at
a substantial  loss.  The Company's  efforts to  eliminate the  deficit  include
selling TAHG for an amount greater than the $1,139,012 book value of  the publi-
cation rights.

         The Company issued a total of fifteen  million  (15,000,000)  shares of
its common stock to consultants and attorneys  during the second quarter of 1999
in lieu of cash payments.

Subsequent Events

         In July of 1999,  FAMC finalized $55 million in loan  commitments  from
four Native  American  Nations  ("Nations").  The Nations and commitments are as
follows:  (1)  Chicksaw  Nation,  $10,000,000;  (2) Chotaw  Nation of  Oklahoma,
$30,000,000; (3) Citizens Potawatomi Nation, $5,000,000 and (4) Cherokee Nation,
$10,000,000.  Each  Nation  has  entered  into a risk share  agreement  with PMI
Mortgage  Insurance  Company.  The Nations will share the risk of foreclosure in
partnership with PMI. FAMC is the exclusive  originator for the $55 million.  In
addition,  the Company has  expanded the  geographic  locations in which it will
provide loans to Native  Americans to a total of 8 states  including:  Oklahoma,
Arkansas, Texas, New Mexico, California, Oregon and Washington. FAMC believes it
can  originate  approximately  900 loans which will  generate estimated  fees of
$1,385,000 in gross from the $55  million in loan  commitments over  the next 12
to 16 months.

Year 2000 Compliance

         The Year 2000 presents potential concerns for businesses throughout the
world.  The consequences of this issue may include systems failures and business
process  interruptions.  It may also include additional business and competitive
differentiation.  Aside from the well-known calculation problems with the use of
2- digit  date  formats  as the year  changes  from 99 to 00, the year 2000 is a
special  case leap  year,  and in many  organizations  using  older  technology,
2-digit dates may have been used for special programmatic functions.

         To  respond  to the Year  2000  issue,  the  Company  hired an  outside
computer  consultant  in October of 1998 who completed a review of the Company's
existing  systems and upgraded  approximately  90% of its  existing  system with
hardware  and software  that  purports to be Year 2000  compliant.  Based on the
advice of the consultant, the Company expects to be fully compliant by September
30, 1999.

         The cost associated with updating the Company's computer systems is not
expected to have a material  impact on the  financial  condition of the Company.
Nonetheless, there can be no assurance that this will be the case

         All  organizations  dealing  with the Year 2000 issue must  address the
effect this issue will have on their clients, associates, and third-party supply
chain.  Although the Company  currently has limited  information  concerning the
Year 2000  compliance  status of its clients,  associates,  and  suppliers,  the
Company is  undertaking  steps to identify  key third  parties  and  formulate a
system for working with them to understand  their ability to continue  providing
services (or buying the Company's)  through the Year 2000 change.  The impact of
the Year 2000 issue on future  Company  revenue is hard to discern but is a risk
to be considered in evaluating the further growth of the Company.





                                        7

<PAGE>



Forward Looking Statements

         The  information  herein contains  certain  forward looking  statements
within the meaning of Section 27A of the  Securities Act of 1933, as amended and
Section  21E of the  Securities  Exchange  Act of 1934,  as  amended,  which are
intended  to be covered  by the safe  harbors  created  thereby.  Investors  are
cautioned that all forward  looking  statements  involve risks and  uncertainty,
including,  without  limitation,  the  ability of the  Company to  continue  its
expansion  strategy,  changes  in  costs  of  labor,  changes  in  the  cost  of
construction  materials,  fluctuations  in interest  rates,  labor and  employee
benefits,  as well as  general  market  conditions,  competition,  and  pricing.
Although  the  Company  believes  that the  assumptions  underlying  the forward
looking statements contained herein are reasonable, any of the assumptions could
be inaccurate, and therefore, there can be no assurance that the forward looking
statements included in the Form 10QSB will prove to be accurate.  In view of the
significant  uncertainties  inherent in the forward looking statements  included
herein,  the  inclusion  of  such  information  should  not  be  regarded  as  a
representation  by the Company or any other person that the objectives and plans
of the Company will be achieved

         The  management   highly   recommends   reading  this  Form  10-QSB  in
conjunction with the Company's Form 10-KSB for the year ended December 31, 1998,
in order to gain a more complete picture of the Company's financial condition.



                                     PART II

ITEM 1.           LEGAL PROCEEDINGS

         No material  developments  occurred in the second quarter regarding the
Company's legal proceedings.  For more information please see the Company's Form
10-KSB for the year ended December 31, 1998.

         However,  subsequent  to the quarter  ended June 30, 1999,  the Company
settled the Industrial  State Bank v.  AmeriResource  Technologies,  Inc.,  case
No.98-C-14923.  The Company,  Delmar and Marilyn  Janovec agreed to pay $200,000
plus  2,750,000  share  of the  Company's  common  stock  in  exchange  for  the
forgiveness  of  $1,200,000  worth of debt owed by the  Company.  The first cash
payment of $100,000  was paid on July 16, 1999 and the second  payment is due on
August 30, 1999. Mr. Janovec transferred 2,700,000 shares of the Company's stock
which he owned to the Industrial  State Bank.  The Company  intends to reimburse
Mr. Janovec upon increasing its authorized shares.


ITEM 6.           REPORTS ON FORM 8-K

     No reports were filed on Form 8-K during the quarter.









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<PAGE>



                                   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.
                                                                 August 12,1999


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




                                        9

<PAGE>



                                INDEX TO EXHIBITS

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

EXHIBIT    PAGE                    DESCRIPTION
  NO.       NO.

3.1         *    Articles of Incorporation and Bylaws. Incorporated by reference
                 to the Company's Form  S-4  registration statements,  effective
                 February 11,1992.  File No. 33-44104.

10.1        11   Share Purchase  Agreement  between the  Company and Calbear LLC
                 selling closed subsidiaries of the Company.

10.2        15   Settlement  Agreement between the Company,  Delmar and  Marilyn
                 Janovec and Industrial State Bank dated July 1999.

27.1        22   Financial  Data  Schedule for the 3  month  period ending  June
                 30, 1999.




















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