<PAGE>   1
                       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, 2000.

[ ]      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.)


                    4465 South Jones, Las Vegas, Nevada 89103
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (702) 579-3347
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                    YES X   NO

         On August 11, 2000, the number of shares outstanding of the issuer's
Common Stock, $0.0001 par value (the only class of voting stock), was
664,821,312.

<PAGE>   2

                                Table of Contents

<TABLE>
<S>                                                                         <C>
Part I - Financial Information................................................3
         Item 1.   Financial Statements.......................................3
         Item 2.   Management's Discussion and Analysis or Plan of
                     Operation................................................3

Part II - Other Information...................................................4
         Item 5.   Other Information..........................................4
         Item 6.   Exhibits and Reports on Form 8-K...........................5
</TABLE>


                                        2
<PAGE>   3

                         PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

         As used herein, the term "Company" refers to AmeriResource
Technologies, Inc., a Delaware corporation, and its subsidiaries and
predecessors unless otherwise indicated. Consolidated, unaudited, condensed
interim financial statements including a balance sheet for the Company as of the
quarter ended June 30, 2000, 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-17 and are incorporated herein by this reference.

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

         The following discussion and analysis should be read in conjunction
with the financial statements and notes thereto appearing elsewhere herein.
Except for historical information contained herein, certain statements herein
are forward-looking statements that are made pursuant to the safe harbor
provisions of the private securities litigation reform act of 1995.

         Forward-looking statements involve estimates of the Company's financial
position, business strategy and other plans and objectives for future
operations. Although the Company believes that these expectations are
reasonable, there can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if substantially realized,
that they will have the expected effects on its business or operations.

General

         As AmeriResource Technologies, Inc. (the "Company") sold most of its
operating subsidiaries in 1999, it is attempting to acquire income producing
assets which are hoped to generate profits. Accordingly, the Company's
operations during the quarter ended June 30, 2000, have surrounded merger and
acquisition negotiations.

         The Company is seeking to acquire the assets of Magnolia Manors, Inc.
in exchange for cash and stock. Magnolia Manors and the Company have executed an
asset purchase agreement whereby the Company's subsidiary, Crestwood Villas,
will acquire Magnolia's assets. This agreement is expected to close after the
Company is successful in prioritizing Magnolia's existing mortgages. However, no
financing has been arranged or secured. Magnolia owns and operates approximately
21 assisted living facilities located in Alabama. The Company is acquiring
Magnolia in its attempt to enter the Assisted Living Care market as well as the
performing real estate industry.

         In April 2000, the Company's wholly owned subsidiary, Crestwood Villas,
Inc., made a formal offer to purchase a casino and hotel in Mesquite, Nevada.
Crestwood Villas has also


                                        3
<PAGE>   4

executed a Letter of Intent to purchase all of the outstanding shares of Nevstar
Gaming & Entertainment. These offers are subject to the Company securing the
$9,000,000 purchase price pursuant to debt financing and the execution of a
definitive purchase agreement for both the casino and hotel and for Nevstar
Gaming & Entertainment. The Company is currently working with two major
financing sources to fund these acquisitions. Nevstar Gaming & Entertainment
recently filed for Chapter 11 bankruptcy and the Company is still seeking to
acquire it.

         On July 18, 2000, the Company assigned its March 30, 2000 real estate
purchase agreement to acquire the Mesquite Star Hotel and Casino to its newly
acquired subsidiary West Texas Real Estate and Resources, Inc.("WTRER") The
Company acquired WTRER on July 13, 2000. Please see "Item 5-Other Information"
for additional information about this acquisition.

Results of Operations

         The Company had no revenue or income for the quarter ended June 30,
2000, as compared to $2,760 for the second quarter in 1999. The decrease is
attributable to the Company's operations during the quarter ended June 30, 2000
surrounding merger and acquisition negotiations.

         As a result of the Company's lack of operations, expenses were reduced
during the quarter ended on June 30, 2000. For the quarter ended on June 30,
2000, no operating expenses were incurred and general and administrative
expenses were only $113,512, as compared to operating expenses of $885 and
general and administrative expenses of $275,653 for the same quarter in 1999.

         During the quarter ended on June 30, 2000, the Company realized a gain
on marketable securities of $21,000, and a net loss of $111,904 for the quarter
ended June 30, 2000, as compared to its $84,014 net loss for the quarter ended
June 30, 1999.

Liquidity and Capital Resources

         The Company's total current assets as of the quarter ended June 30,
2000 were $35,006, as compared to $30,165 during the same period in 1999. The
Company's current liabilities increased from the quarter ended June 30, 1999 at
$2,587,453 to the quarter ended June 30, 2000, at $2,630,357.

         The Company's net stockholders' deficit decreased from $5,586,047 for
the quarter ended June 30, 1999 to $5,410,708 for the quarter ended June 30,
2000. The Company's deficit was reduced primarily as a result of the gain on
marketable securities.

                           PART II - OTHER INFORMATION

ITEM 5.           OTHER INFORMATION


                                        4
<PAGE>   5

         Pursuant to a Definitive Agreement dated July 13, 2000 (the
"Agreement"), the Company acquired West Texas Real Estate and Resources, Inc., a
Texas corporation ("WTRER"). The Company acquired all of the outstanding equity
of WTRER from LBI Properties, Inc., a Florida corporation ("LBI"), in exchange
for $1.7 million secured by a promissory note. The term of the promissory note
extends until the $1.7 million is paid by the Company and provides for interest
at seven and one-half percent (7 1/2 %) per annum. It will be necessary for the
Company to secure financing in order to pay the $1.7 million purchase price
evidenced by the promissory note. The promissory note is secured by Five
Million, Two Hundred Seventy-Five Thousand, Two Hundred Forty (5,275,240) shares
of WTRER's common stock, which constitutes the outstanding equity of WTRER
acquired by the Company under the Agreement.

         As a result of the acquisition of WTRER, the Company acquired an oil,
gas and mineral lease on approximately 200 acres in Pecos County, Texas. The
lease is described by appraisers as "proved undeveloped petroleum reserves that
are recoverable from additional wells yet to be drilled." Production from these
reserves will require the drilling of additional wells, the deepening of
existing wells or the installation of enhanced recovery facilities. The Company
intends to utilize all acquired assets described herein in the manner they were
previously used and intend to continue the operations of all businesses acquired
in the same manner as prior to its acquisition.

         Subsequent to the quarter ended June 30, 2000, the Company terminated
its financing agreement with Jay Dello & Associates. Part of the Company's
reasoning for terminating this agreement was unauthorized withdrawals of
approximately $400,000 from the Company's escrow account held by Jay Dello &
Associates. Such monies are still missing and no explanation has been provided
to the Company for the withdrawals or the continued absence. The Company is in
the process of pursuing legal redress for these missing funds against Jay Dello
& Associates as well as all of its principals.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

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

         The following exhibits are attached hereto.

3.1               *                 Articles  of  Incorporation

3.2               *                 Bylaws.

10                8                 Definitive Agreement dated July 13, 2000 by
                                    and between the Company acquired West Texas
                                    Real Estate and Resources, Inc.

27                15                Financial Data Schedule for the 3 month
                                    period ending June 30, 2000.


                                        5
<PAGE>   6


                                   SIGNATURES

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

AMERIRESOURCE TECHNOLOGIES, INC.

/s/ Delmar Janovec

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


                                        6
<PAGE>   7

                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                     ASSETS

                                         June 30,  December 31,
                                           2000       1999
                                       (unaudited)  (audited)
                                       ----------- ------------
<S>                                      <C>       <C>
Current assets:
    Cash and cash equivalents (Note 1)   $  5,006   $    165
    Notes receivable - other (Note 3)      30,000     30,000
                                         --------   --------

                 Total current assets      35,006     30,165
                                         --------   --------

Other assets:
    Escrow Funds (restricted) (Note 1)    400,000         --
    Marketable securities (Note 12)       239,643    426,241
                                                    --------

                Total other assets        639,643    426,241
                                         --------   --------

 Total assets                            $674,649   $456,406
                                         ========   ========
</TABLE>


                                   (continued)


                                       F-1
<PAGE>   8


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (CONTINUED)

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                   June 30, 2000       1999
                                                                    (unaudited)      (audited)
                                                                   -------------    -----------
<S>                                                                <C>              <C>
CURRENT LIABILITIES:
      Accounts payable:
            Trade                                                   $    276,374    $    276,374
            Related party (Note 2)                                        70,413          70,413
      Notes payable - related party (Note 2 and 4)                       579,089         555,577
      Notes payable (Note 4)                                             956,643         956,643
      Accrued payroll and related expenses                               231,681         231,681
      Accrued interest:
            Related party (Note 2)                                       277,952         277,952
            Other                                                        202,245         182,853
      Income Tax Payable                                                  35,960          35,960
                                                                    ------------    ------------

               Total current liabilities                               2,630,357       2,587,453

OTHER LIABILITIES
      Convertible debentures                                           3,350,000       3,350,000
      Commitments and contingencies (Note 10)                            105,000         105,000
                                                                    ------------    ------------

               Total other liabilities                                 3,455,000       3,455,000
                                                                    ------------    ------------

               Total liabilities                                       6,085,357       6,042,453
                                                                    ------------    ------------


STOCKHOLDERS' DEFICIT (NOTE 6)
       Preferred stock, $.001 par value; authorized, 5,000,000
          shares; issued and outstanding, 329,621 shares (Note 6)            330             330
       Common Stock, $.0001 par value; authorized,
        1,000,000,000 shares; issued and outstanding,
          550,821,312 shares                                              55,081          55,081
       Additional paid-in capital                                      9,154,352       9,154,352
       Accumulated deficit                                           (14,520,471)    (14,795,810)
                                                                    ------------    ------------

                 Total stockholders' deficit                          (5,410,708)     (5,586,047)
                                                                    ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $    674,649    $    456,406
                                                                    ============    ============
</TABLE>


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


                                       F-2
<PAGE>   9
                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Statement of Operations


<TABLE>
<CAPTION>
                                                 For the quarter ended             For the six months ended

                                               June 30,        June 30,          June 30,         June 30,
                                                 2000            1999              2000             1999
                                              (unaudited)     (unaudited)       (unaudited)      (unaudited)
                                             ------------     -----------       -----------      -----------
<S>                                          <C>              <C>              <C>              <C>
Net service income                           $          --    $       2,760    $          --    $      45,258

Operating expenses                                      --              885               --            1,233
General and administrative expenses                113,512          275,653          213,987          275,653
                                             -------------    -------------    -------------    -------------

Operating loss                                    (113,512)        (273,778)        (213,987)        (231,653)
                                             -------------    -------------    -------------    -------------

Other income (expense):
     Loss on sale of subsidiaries                       --          (39,950)              --          (39,950)
     Interest expense                              (19,392)            (286)          19,392             (437)
     Gain on marketable securities                  21,000          230,000          508,717          230,000
                                             -------------    -------------    -------------    -------------

Total other income (expense)                         1,608          189,613          489,325          189,613
                                             -------------    -------------    -------------    -------------

Net income (loss) before income tax               (111,904)         (84,014)         275,338          (42,015)

Income tax provision (Note 7)                           --               --               --               --
                                             -------------    -------------    -------------    -------------

Net income (loss)                            $    (111,904)   $     (84,014)   $     275,338    $     (42,015)
                                             =============    =============    -------------    =============


Earnings per share                           $        (.00)   $        (.00)   $         .00    $        (.00)
                                             =============    =============    =============    =============

Weighted average common shares outstanding     550,821,312      458,060,312      550,821,312      458,060,312
                                             =============    =============    =============    =============
</TABLE>


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


                                       F-3
<PAGE>   10

                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Unaudited

<TABLE>
<CAPTION>
                                                               For the quarter ended  For the six months ended
                                                                June 30,    June 30,    June 30,   June 30,
                                                                 2000        1999        2000        1999
                                                                -------     ------     -------      -------
<S>                                                            <C>          <C>         <C>         <C>
Reconciliation of net loss provided by (used in) operating
activities:

Net income (loss) after extraordinary loss                     (111,904)    (84,014)    275,338     (42,015)

Non-cash items:
     Depreciation                                                    --       8,600          --       8,600
     Non-cash services through issuance of stock                     --     319,714          --     150,000
     (Gain)/loss on sale of subsidiary                               --      39,950          --      39,950
     Reduction of investments                                   102,738    (230,000)    102,738    (230,000)

Changes in assets affecting operations - (increase) decrease
     Accounts receivable                                             --      10,050          --      10,050
     Escrow fund (restricted)                                  (500,000)         --    (500,000)         --
     Prepaid insurance and other expenses                            --      (1,950)         --      (1,950)

Changes in liabilities affecting operations - increase
(decrease)
     Accounts payable                                            42,904          --          --          --
     Other current liabilities                                       --     (30,642)         --     (22,655)
                                                               --------    --------    --------    --------

Net cash provided by (used in) operating activities            (466,262)     31,708    (121,924)    (88,020)
                                                               --------    --------    --------    --------

Cash flows from financing activities:
     Repayment of debt                                               --      (6,476)         --      (6,476)
                                                               --------    --------    --------    --------

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

Cash flows from investing activities:
     Purchase of fixed assets                                        --     (25,782)         --     (53,087)
     Proceeds from sale of subsidiaries                                         550          --         550
     Proceeds from sale of marketable securities                 39,880     125,791
                                                               --------    --------    --------    --------

Net cash provided by (used in) investing activities              39,880     (25,232)    125,791     (52,537)
                                                               --------    --------    --------    --------


Increase (decrease) in cash                                    (426,382)    (30,914)      3,867     (29,007)



Cash - beginning of period                                      431,888      38,059         165      36,152



Cash - end of period                                              5,506       7,145       5,506       7,145
                                                               ========    ========    ========    ========
</TABLE>


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


                                       F-4
<PAGE>   11

                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF BUSINESS AND BUSINESS COMBINATIONS

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

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

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

         Effective December 14, 1998, the Company acquired Gold Coast Resources,
         Inc. (Gold Coast) in a stock purchase agreement. The Company received
         all the outstanding shares of The Travel Agents Hotel Guide, Inc. (a
         wholly owned subsidiary of Gold Coast) in exchange for a convertible
         debenture in the amount of $3,350,000.

         Effective July 1, 1998, the Company acquired First Americans Mortgage
         Corporation (First Americans) in an agreement for the exchange of
         stock. The two shareholders of First Americans transferred 100% of
         their shares in exchange for 45,000,000 shares of the Company's stock
         (see Note 2). First Americans was incorporated on July 31, 1995 in
         Missouri. On December 31, 1999, the Company sold 100% of the shares of
         First Americans to an officer of First Americans for $30,000 note
         receivable. This note is payable to the Company over 5 years at the
         prime interest rate.

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


                                       F-5
<PAGE>   12
                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Tomahawk is a Kansas City, Kansas-based general contractor and
         qualified American Indian Minority Business Enterprise specializing in
         concrete and asphalt paving, utilities, grading/site work, structural
         concrete and commercial buildings. Tomahawk was organized on April 12,
         1980, as a Missouri corporation. Tomahawk had no operations during 1999
         or the first two quarters of 2000.

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

         BASIS OF PRESENTATION

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

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

         PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the combined accounts of
         AmeriResource Technologies, Inc., The Travel Agents Hotel Guide, Inc.
         and Tomahawk Construction Company. All material intercompany
         transactions and accounts have been eliminated in consolidation.

         CASH AND CASH EQUIVALENTS

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

         ESCROW FUNDS

         The escrow funds was established solely for the proceeds of securities
         sold by the Company. Upon termination of the financing agreement with
         Jay Dello, approximately $400,000 was removed from this account by Jay
         Dello, JD Guidace, Jerald Delgiudice, James G. Delgiudice and his
         associates without the authorization of either Delmar A. Janovec or the
         Company. The Company is in the process of pursuing legal action for
         misrepresentation of numberous issued and the unauthorized removal of
         funds from this account.


                                       F-6
<PAGE>   13

                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         CONVERTIBLE DEBENTURES

         The convertible debentures were issued in the purchase of Gold Coast
         and are guaranteed by Lexington Sales Corporation, Ltd. These
         debentures pay interest of 7% per year (cumulative), payable at the
         time of each conversion until the principal amount is paid in full or
         has been converted. The debentures convert into shares of the Company's
         common stock (par value $.0001) at any time after December 14, 2001.
         After December 14, 2001, the debentures can be converted in whole or
         part. The number of shares issuable upon conversion is determined by
         dividing the principal converted plus accrued interest (less any
         required withholding) by the conversion price in effect on the
         conversion date. The conversion price is the average bid closing price
         of the Company's common stock for the five trading days immediately
         preceding and ending on the day proceeding the date of conversion.

         USE OF ESTIMATES

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

         INCOME TAX

         The Company elected to file a consolidated tax return and the income
         tax provision is on a consolidated basis. Prior to 1992, the
         Subsidiaries filed separate corporate returns.

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

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

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

         LOSS PER COMMON SHARE

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


                                       F-7
<PAGE>   14

                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000


2.       RELATED PARTY TRANSACTIONS

         At June 30, 2000, the Company had notes payable balances and related
         accrued interest to an officers (Note 4).

3.       NOTES RECEIVABLE

         The Company had the following notes receivable:

<TABLE>
<S>                                                                                     <C>
         Notes receivable from First Americans Mortgage Corp, bearing interest at the
         prime rate, principal and interest payments due December 31,
         starting December 31, 2000 through December 31, 2004.                           $30,000
                                                                                         -------

         Total Notes Receivable                                                          $30,000
                                                                                         -------
</TABLE>

4.       NOTES PAYABLE

              The Company had the following notes payable:

              RELATED PARTY:


<TABLE>
<S>                                                                             <C>
         Note dated August 11, 1995, payable to an officer in the original amount of
         $344,837, unsecured. Note bears interest at 8.75% and are due in full on
         August 11, 1997, this was extended until August 11, 2000.                       $217,985

         Note payable to an officer, unsecured.  Note bears
         interest at 8% and are due on demand.                                            361,104
                                                                                         --------

                  Total notes payable - related parties                                   579,089

                  Less current portion                                                    579,089
                                                                                         --------
         Long-term portion                                                               $      -
                                                                                         ========
</TABLE>


                                       F-8
<PAGE>   15

                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000


4.       NOTES PAYABLE (CONTINUED)

         OTHERS:

<TABLE>
<S>                                                                                    <C>
         Note dated August 31, 1998, payable to American Factors in the
         original amount of $430,924, unsecured.
         The note bears interest at 9%.                                                  490,000
                                                                                       ---------

         Notes payable to various subcontractors and suppliers for goods and services
         provided in contracts. The notes have no interest rate and are paid to the
         extent a payment for providing services or goods on specified contracts are
         collected. This debt is under class 7 of the Plan of Reorganization and is
         to be paid from cash flows of Tomahawk.                                         464,643
                                                                                       ---------

         Various notes payable with interest rates ranging from 0% to 12.75%,
         monthly payments from $226 to $243, uncollateralized.                             2,000
                                                                                       ---------

                            Total notes payable                                          956,643
                                                                                       ---------

                            Less current portion                                        (956,643)
                                                                                       ---------
                            Long-term portion                                          $      --
                                                                                       =========

                           Maturities of notes payable at June 30, 2000, are as follows:

                           2000                                                               $956,643
                           2001                                                                     --
                           2002                                                                     --
                           2003                                                                     --
                           Thereafter                                                               --
                                                                                              $956,643
</TABLE>

5.       STOCKHOLDERS' EQUITY

              COMMON STOCK

              The Company increased its authorized shares from 500,000,000 to
              1,000,000,000 during 1999. The Company did not issue any stock in
              the first six months of 2000.


                                       F-9
<PAGE>   16


                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000


5.       STOCKHOLDERS' EQUITY (CONTINUED)

              PREFERRED STOCK

              The Company has currently designated 2,500,000 shares of their
              authorized preferred stock to Series A Convertible Preferred Stock
              and an additional 2,500,000 shares to Series B Convertible
              Preferred Stock.

              Both Series A and B preferred stock bear a cumulative $.125 per
              share per annum dividend, payable quarterly. The shareholders have
              a liquidation preference of $1.25 per share, and in addition, all
              unpaid accumulated dividends are to be paid before any
              distributions are made to common shareholders. These shares are
              subject to redemption by the Company, at any time after the second
              anniversary of the issue dates (ranging from August 1990 through
              December 1995) of such shares and at a price of $1.25 plus all
              unpaid accumulated dividends. Each preferred share is convertible,
              at any time prior to a notified redemption date, to one common
              share. The preferred shares have equal voting rights with common
              shares and no shares were converted in 1998. Dividends are not
              payable until declared by the Company. At June 30, 2000, the
              amount of dividends in arrears on the preferred stock was
              $1,368,406.

6.       INCOME TAX

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

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

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

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


                                      F-10
<PAGE>   17

                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000


7.       CLOSED AND SOLD SUBSIDIARIES

              As of December 31, 1996 the following subsidiaries have ceased
              operations: KLH Engineering of Colorado Springs, KLH Engineering
              of Grand Junction, KLH Engineering of Lakewood, KLH Engineering of
              Greeley, KLH Engineering of San Mateo and KLH Engineers and
              Constructors.

              In April 1996, the Company sold KLH Engineering of Pueblo to an
              outside party for a $40,000 note receivable, $33,433 in cash and
              $166,567 in assumption of debt. During 1998, an allowance of
              $20,000 was recorded, due to the notes questionable collectibilty.
              During 1999, the balance of $20,000 was written off due to
              uncollectibility.

              On June 30, 1999, the Company sold all its shares to a third party
              for $550 in the following subsidiaries: KLH Engineering of
              Colorado Springs, KLH Engineering of Grand Junction, KLH
              Engineering of Lakewood, KLH Engineering of Greeley, KLH
              Engineering of San Mateo, KLH Engineers and Constructors, Morton
              Technologies, Inc., LBH Engineering, Inc., Coffee Engineering &
              Surveying, Inc. and Scanlon & Associates, Inc. The assets and
              liabilities of these subsidiaries are not included in the
              consolidated financial statements.

8.       PROFIT-SHARING PLAN

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


                                      F-11
<PAGE>   18

                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000


9.       OTHER COMMITMENTS AND CONTINGENCIES

              The Company's subsidiaries are typically subject to various claims
              arising in the ordinary course of business which usually relate to
              claims of professional negligence or contract breaches.

              The Company maintains general liability and workmen's compensation
              insurance with the standard industry insurance limits.

              In October 1993, the U.S. Securities and Exchange Commission (the
              "SEC") began a private "order of investigation" of the Company. In
              a letter dated February 14, 1996, the SEC's Central Regional
              Office ("CRO") informed the Company that it planned to recommend
              to the SEC that a civil injunctive action for violations of
              federal securities laws, alleged to have occurred during 1993, be
              brought against two former Presidents and Directors of the
              Company, Fred Boethling and Richard Kendall (the "Former
              Management"), and against the Company itself. During the time
              frame of the violations alleged by the SEC, no members of the
              current management of either AmeriResource Group, AmeriResource
              Technologies, Inc. or Tomahawk were involved in any transactions
              with the Company or the Company's securities, or in the
              preparation of any of the Company's disclosure or sales material.
              The Company was given the opportunity to submit a written
              statement to the SEC setting forth its positions and arguments
              concerning the recommendations (a "Wells Submission"). The Company
              engaged counsel independent of Former Management to prepare its
              Wells Submission, which was delivered to the SEC on April 21,
              1995. On April 30, 1996, the Company submitted documents to the
              SEC with a request to finalize the settlement of this matter. The
              SEC informed the Company in October 1997 that no action will be
              taken against the Company.

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

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


                                      F-12
<PAGE>   19

                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000


9.       OTHER COMMITMENTS AND CONTINGENCIES (CONTINUED)

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

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

              In October 1996, the Internal Revenue Service (IRS) placed liens
              on the assets of all of the Company's Colorado and California
              subsidiaries for failure to pay payroll taxes in 1996. The Company
              is several months behind in payment and is attempting to resolve
              this matter. The total of the liens is approximately $480,000. The
              Company also faces potential action by the State of Colorado.

              In February 1996, American Factors Group, L.L.C. (American
              Factors) filed suit against the Company and certain subsidiaries
              for breach of contract and fraud in the extension of credit in a
              factoring agreement. An arbitrator was appointed and a hearing was
              held in July 1998. The parties in favor of American Factors
              reached a settlement of $490,000. This is recorded in the notes
              payable section of the financial statements.


                                      F-13
<PAGE>   20


                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000


9.       OTHER COMMITMENTS AND CONTINGENCIES (CONTINUED)

              The Company has defaulted upon interest and principal with respect
              to a promissory note in favor of the Olivia I. Dodge Charitable
              Remainder Unitrust (the "Dodge Trust") which became due to
              December 31, 1995. According to the Dodge Trust's attorney, the
              total due (including interest) as of May 1, 1996 is $169,761. This
              note was settled during 1998 when the Company issued the Dodge
              Trust 1,959,281 shares of common stock.

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

              On July 30,1996, Youngblood Enterprises, Inc. obtained a judgment
              against KLH Engineering Group, Inc. in the State of Colorado.
              Thereafter, Youngblood Enterprises, Inc. assigned the judgement to
              Billie Youngblood. On April 8, 1998, Billie Youngblood registered
              this judgment in the District Court in Johnson County, Kansas. As
              of the date of this letter, the judgement has been satisfied and
              the judgment will be dismissed in the near future.

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

              In January 1997, the Carpenters District Council of Kansas City
              Pension Fund and certain other plaintiffs (collectively, the
              "Carpenters Fund") filed a complaint in the United States District
              Court for the Western District of Missouri against Tomahawk
              seeking payment of unpaid pension fund and welfare fund benefits
              and an accounting of the benefits that were to have been paid.
              Based upon the claims asserted by the Carpenters Fund against
              United States Fidelity & Guaranty Company, the amount of the
              unpaid benefits is approximately $4,200. It appears a settlement
              may occur in the near future which will result in no liability to
              the Company, therefore no liability has been recorded in the
              financial statements.


                                      F-14
<PAGE>   21

                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000


9.       OTHER COMMITMENTS AND CONTINGENCIES (CONTINUED)

              In January 1997, the Construction Industry Laborers Pension Fund
              and certain other plaintiffs (collectively, the "Construction
              Fund") filed a complaint in the United States District Court for
              the Western District of Missouri against Tomahawk seeking payment
              of unpaid pension fund, welfare fund benefits, vacation fund and
              training fund benefits and an accounting of the benefits that were
              to have been paid. Based upon the claims asserted by the
              Construction Fund against United States Fidelity & Guaranty
              Company, the amount of the unpaid benefits is approximately
              $41,000. It appears a settlement may occur in the near future
              which will result in no liability to the Company, therefore no
              liability has been recorded in the financial statements.

              In January 1997, the Kansas City Cement Masons Pension Fund and
              certain other plaintiffs (collectively, the "Cement Fund") filed a
              complaint in the United States District Court for the Western
              District of Missouri against Tomahawk seeking payment of unpaid
              pension fund, welfare fund benefits, vacation fund and training
              fund benefits and an accounting of the benefits that were to have
              been paid. Based upon the claims asserted by the Cement Fund
              against United States Fidelity & Guaranty Company, the amount of
              the unpaid benefits is approximately $7,700. It appears a
              settlement may occur in the near future which will result in no
              liability to the Company, therefore no liability has been recorded
              in the financial statements.

              In January 1997, the Mo-Kan Teamsters Pension Fund and certain
              other plaintiffs (collectively, the "Teamsters Fund") filed a
              complaint in the United States District Court for the Western
              District of Missouri against Tomahawk seeking payment of unpaid
              pension fund, welfare fund benefits, vacation fund and training
              fund benefits and an accounting of the benefits that were to have
              been paid. Based upon the claims asserted by the Teamsters Fund
              against United States Fidelity & Guaranty Company, the amount of
              the unpaid benefits is approximately $4,200. It appears a
              settlement may occur in the near future which will result in no
              liability to the Company, therefore no liability has been recorded
              in the financial statements.

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


                                      F-15
<PAGE>   22

                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000


9.       OTHER COMMITMENTS AND CONTINGENCIES (CONTINUED)

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

              In August 1998, the City of Greenwood Village (the "City"),
              Colorado filed a third party complaint against a subsidiary, KLH
              Engineering of Lakewood. The City alleges that the Company
              negligently performed inspection services with respect to a
              drainage system constructed in the City by the developer, KTC.
              Presently, the parties are in discussions with respect to filing a
              default judgment against the Company that will ensure no claim is
              made against the Company.

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

              In November 1998, an action was filed against the Company in the
              District Court of Johnson County, Kansas. The plaintiff,
              Industrial State Bank, claims it is owed for non-payment of a line
              of credit in the amount of $1,071,000 which matured in August of
              1998. The Company filed a counter action against Industrial State
              Bank for misappropriations of funds. The parties are settled this
              lawsuit during 1999, when a gain on settlement of debt was
              recorded in financial statements.

              Lincoln Property Company, N.C, filed an action against a
              subsidiary, KLH Engineering of San Mateo. This action alleged that
              the Company negligently provided construction services. In March
              of 1999, this action was dismissed.

              Lexington Sales Corporation, Ltd (Lexington) guarantee the
              convertible debentures issued in the acquisition of Gold Coast.
              The consideration given to Lexington in this transaction consists
              of Lexington receiving 10% of the gross proceeds (if and) when the
              Company either merges or is sold to another party and 20,000,000
              shares of the Company's stock.


                                      F-16
<PAGE>   23


                        AMERIRESOURCE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000


10.      MARKETABLE SECURITIES

              At June 30, 2000 marketable equity securities are stated at their
              lower of aggregate cost or market value. The Company has
              marketable securities available for sale. No other investments in
              trading or held-to-maturity marketable securities exist as of June
              30, 2000.

<TABLE>
<S>                                               <C>
         Marketable securities available for sale at June 30, 2000:

         3,635,500 shares of common stock,
         Kelly's Coffee Group, Inc.                        $181,750

         125,526 shares of restricted common stock,
         Oasis Hotels and Casino International (formerly
         Flexweight Corporation)                             57,893
                                                           --------

         Total marketable securities                       $239,643
                                                           ========
</TABLE>

11.      GOING CONCERN UNCERTAINTY

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

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

12.      BANKRUPTCY PROCEEDINGS OF SUBSIDIARY

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


                                      F-17
<PAGE>   24

                                INDEX TO EXHIBITS

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

<TABLE>
<CAPTION>
EXHIBIT           PAGE
NO.               NO.               DESCRIPTION
---               ---               -----------
<S>              <C>                <C>

3.1               *                 Articles  of  Incorporation

3.2               *                 Bylaws.

10                8                 Definitive Agreement dated July 13, 2000 by
                                    and between the Company acquired West Texas
                                    Real Estate and Resources, Inc.

27                15                Financial Data Schedule for the 3 month
                                    period ending June 30, 2000.
</TABLE>


                                        7