**UNITED
      STATES**


**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 **September 30,
                2007**.





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








COMMISSION
      FILE NUMBER: **000-20033**








**AMERIRESOURCE
                TECHNOLOGIES, INC.**(Exact
                Name of Small Business Issuer as Specified in its
                Charter)





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





**3440
                  E. Russell Road, Suite 217, Las Vegas, Nevada
                  89120**(Address
                  of Principal Executive
                  Offices)




**(702)
                214-4249**(Issuer's
                Telephone Number)








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


YES     [X]          NO   
      [   ]





Indicated
      by check mark whether the
      Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
      Act).





YES     [  ]          NO    
      [ X]





On
      November 7, 2007, there were 1,959,367,048 outstanding shares of the issuer’s
      common stock, par value $0.0001.











TABLE
                  OF CONTENTSPART
                IFINANCIAL
                INFORMATION
              3ITEM
                  1.Financial
                  Statements
              F-1ITEM
                  2.Management's
                  Discussion & Analysis or Plan of Operations
              4ITEM
                  3.Controls
                  and Procedures
              11PART
                IIOTHER
                INFORMATION
              13ITEM
                  2.Unregistered
                  Sales of Equity Securities and Use of Proceeds
              13ITEM
                5.Other
                Information
              13ITEM
                  6.Exhibits
                  and Reports on Form 8-K
              16SIGNATURES
              17INDEX
                TO EXHIBITS
              18CERTIFICATIONS
              19






2


**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, unedited, condensed interim financial
      statements including a balance sheet for the Company as of the quarter ended
      September 30, 2007, statement of operations and statement of cash flows for
      the
      interim period up to the date of such balance sheet and the comparable periods
      of the preceding year are attached hereto beginning on Page F-1 and are
      incorporated herein by this reference.





The
      consolidated financial statements for the Company included herein are unaudited
      but reflect, in management’s opinion, all adjustments, consisting only of normal
      recurring adjustments that are necessary for a fair presentation of the
      Company’s financial position and the results of its operations for the interim
      periods presented.  Because of the nature of the Company’s business,
      the results of operations for the nine months ended September 30, 2007 are
      not
      necessarily indicative of the results that may be expected for the full fiscal
      year. The financial statements included herein should be read in conjunction
      with the financial statements and notes thereto included in the Form 10-KSB
      for
      the year ended December 31, 2006.








F-1








**AmeriResource, Technologies,
                Inc.****Condensed
                Consolidated Balance Sheet****(Unaudited)******
            
            September
                30,
              2007**ASSETS**Current
              AssetsCash
                and cash equivalents
            
            $
            162,924Inventory
            
            
            134,783Prepaid
                expenses
            
            
            6,072Notes
                receivable
            
            
            16,065Total
                Current Assets
            
            
            319,844Fixed
              AssetsFixed
                assets at cost
            
            
            271,320Accumulated
                depreciation
            
            
            (103,350
            )Net
                Fixed Assets
            
            
            167,970Other
              AssetsIntangible
                assets - net of accumulated amortization
            
            
            634,939Deposits
            
            
            25,090Total
                Other Assets
            
            
            660,029Total
                Assets
            
            
            1,147,843
















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






**AmeriResouce
                Technologies,
                Inc.****Condensed
                Consolidated Balance Sheet****(Unaudited)**September
                30,
              2007**LIABILITIES
                and STOCKHOLDERS' DEFICIT**Current
              LiabilitiesAccrued
                expenses
            
            $
            389,587Accounts
                payable
            
            
            358,023Note
                payable - related party
            
            
            464,757Notes
                payable - current portion
            
            
            1,033,050Total
                Current Liabilities
            
            
            2,245,417Non-Current
              LiabilitiesCommitments
                and contingencies
            
            
            250,571Total
                Other Liabilities
            
            
            250,571Total
                Liabilities
            
            
            2,495,988Stockholders'
              DeficitPreferred
                stock, $.001 par value; authorized, 10,000,000 shares; Class A, issued
                and
                outstanding, 131,275 shares
            
            
            131Preferred
                stock, $.001 par value; authorized, 10,000,000 shares; Class B, issued
                and
                outstanding, 177,012 shares
            
            
            177Preferred
                stock, $.001 par value; authorized, 1,000,000 shares; Class C, issued
                and
                outstanding, 1,000,000 shares
            
            
            1,000Preferred
                stock, $.001 par value; authorized, 750,000 shares, Class D, issued
                and
                outstanding, 250,000 shares
            
            
            250Preferred
                stock, $.001 par value; authorized, 1,000,000 shares; Class E, none
                issued
                and outstanding
            
            
            -Common
                Stock, $.0001 par value; authorized, 3,000,000,000 shares, issued
                and
                outstanding, 1,389,983,994 shares
            
            
            127,234Comprehensive
                loss from marketable securities
            
            
            (3,108
            )Additional
                paid-in capital
            
            
            21,483,811Retained
                earnings
            
            
            (22,777,245
            )Subscription
                receivable
            
            
            (12,150
            )Minority
                interest
            
            
            (168,245
            )Total
                stockholder' deficit
            
            
            (1,348,145
            )Total
                Liabilities and Stockholders' deficit
            
            
            1,147,843
















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





**AmeriResource
                Technologies, Inc. and Subsidiaries****Condensed
                Consolidated Statement of Operations****(Unaudited)**For
                the three months ended
            
            
            For
                the nine months endedSeptember
                30
            
            
            September
                302007
            
            
            2006
            
            
            2007
            
            
            2006(restated)
            
            
            
            
            
            (restated)Net
                service income
            
            $
            1,066,210
            
            
            $
            260,837
            
            
            $
            1,988,710
            
            
            $
            574,023Consulting
                income
            
            
            388
            
            
            
            317
            
            
            
            3,082
            
            
            
            2,229Revenues
            
            $
            1,066,598
            
            
            $
            261,154
            
            
            $
            1,991,792
            
            
            $
            576,252Cost
                of goods sold
            
            
            888,345
            
            
            
            266,107
            
            
            
            1,677,539
            
            
            
            485,325Gross
                profit
            
            
            178,253
            
            
            
            (4,953
            )
            
            
            314,253
            
            
            
            90,927Operating
                expensesGeneral
                and administrative expenses
            
            
            217,939
            
            
            
            188,550
            
            
            
            575,813
            
            
            
            474,817Officer
                salaries
            
            
            25,000
            
            
            
            25,000
            
            
            
            75,000
            
            
            
            75,000Legal
                and professional
            
            
            44,869
            
            
            
            119,507
            
            
            
            140,471
            
            
            
            346,282Consulting
                and salary
            
            
            760,352
            
            
            
            478,710
            
            
            
            1,998,050
            
            
            
            1,581,646Depreciation
                and amortization
            
            
            15,492
            
            
            
            17,305
            
            
            
            52,796
            
            
            
            45,571Research
                and development
            
            
            4,850
            
            
            
            
            
            
            
            4,850Operating
                loss
            
            
            (890,249
            )
            
            
            (834,025
            )
            
            
            (2,532,727
            )
            
            
            (2,432,389
            )Other
                Income (Expense):Interest
                expense – net
            
            
            (86,685
            )
            
            
            (36,086
            )
            
            
            (206,054
            )
            
            
            (52,501
            )Gain
                on extinguishment of debt
            
            
            232,067
            
            
            
            
            
            
            
            232,067
            
            
            
            -Loss
                on store closure
            
            
            (56,177
            )
            
            
            -
            
            
            
            (56,177
            )
            
            
            -Total
                other income (expense)
            
            
            89,205
            
            
            
            (36,086
            )
            
            
            (30,164
            )
            
            
            (52,501
            )Minority
                interest
            
            
            322,579
            
            
            
            443,838
            
            
            
            1,029,965
            
            
            
            824,361Net
                income (loss) before income tax
            
            
            (478,465
            )
            
            
            (426,273
            )
            
            
            (1,532,926
            )
            
            
            (1,660,529
            )Income
                tax provision (note 7)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
                income (loss)
            
            
            (478,465
            )
            
            
            (426,273
            )
            
            
            (1,532,926
            )
            
            
            (1,660,529
            )Earnings
                per share
            
            
            (0.0005
            )
            
            
            (0.0016
            )
            
            
            (0.002
            )
            
            
            (0.0086
            )Weighted
                average common sharesOutstanding
            
            
            1,024,670,213
            
            
            
            257,083,003
            
            
            
            721,199,559
            
            
            
            192,365,242

















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











**AMERIRESOURCE
                TECHNOLOGIES, INC.****Condensed
                Consolidated Statement of Cash Flows****(Unaudited)**For
                the nine months endedSeptember
                30,2007
            
            
            2006Reconciliation
                of net loss provided by (used in)
            
            
            
            
            (Restated)Operating
                activities:Net
                income (loss)
            
            $
            (1,532,926
            )
            
            $
            (1,660,529
            )Non-cash
                items:Depreciation
            
            
            52,796
            
            
            
            45,571Non-cash
                services through issuance of stock
            
            
            1,578,580
            
            
            
            1,476,028Loss
                on store closure
            
            
            56,177Gain
                on extinguishment of debt
            
            
            (232,067
            )
            
            
            -Minority
                interest
            
            
            (1,029,965
            )
            
            
            (824,361
            )Changes
                in assets affecting operations (increase) / decreaseAccounts
                receivable
            
            
            -
            
            
            
            (200
            )Inventory
            
            
            (32,440
            )
            
            
            (58,506
            )Prepaid
                expenses
            
            
            (1,072
            )
            
            
            (5,000
            )Deposits
            
            
            -
            
            
            
            (16,210
            )Notes
                receivable
            
            
            -
            
            
            
            221Changes
                in liabilities affecting operations increase / (decrease)Accounts
                payable
            
            
            149,781
            
            
            
            45,559Accrued
                payroll and related
                expenses
            
            
            -
            
            
            
            25,000Accrued
                expenses
            
            
            182,479
            
            
            
            55,466Accrued
                expenses/ Note payable - related party
            
            
            114,600
            
            
            
            145,170Net
                cash provided by (used in) operating activities
            
            
            (694,057
            )
            
            
            (771,791
            )Cash
                flows from investing activities:Purchase
                of fixed assets
            
            
            (15,226
            )
            
            
            (85,757
            )Purchase
                intangible assets
            
            
            (21,452
            )
            
            
            (149,248
            )Purchase
                subsidiary
            
            
            -
            
            
            
            (168,254
            )Net
                cash provided by (used in) investing activities
            
            
            (36,678
            )
            
            
            (403,259
            )Cash
                flows from financing activities:Cash
                payments on notes payable
            
            
            (264,978
            )
            
            
            -Net
                Cash from notes payable
            
            
            240,000
            
            
            
            716,128Proceeds
                from issuance of stock
            
            
            825,000
            
            
            
            500,000Net
                cash provided by (used in) financing activities
            
            
            800,022
            
            
            
            1,216,128Increase
                (decrease) in cash
            
            
            69,287
            
            
            
            41,078Cash-beginning
                period
            
            
            93,637
            
            
            
            109,357Cash-end
                of period
            
            
            162,924
            
            
            
            150,435











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





**AMERIRESOURCE
      TECHNOLOGIES, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**September
      30, 2007**


**(Unaudited)**








**NOTE
      1-ORGANIZATION AND BASIS OF PRESENTATION**





AmeriResource
      Technologies, Inc., formerly known as KLH Engineering Group, Inc (the Management
      Company), a Delaware corporation, was incorporated March 3, 1989 for the purpose
      of providing diversified civil engineering services throughout the United
      States, to be accomplished through acquisitions of small to mid-size engineering
      firms.  On July 17, 1996, the Company changed its name to
      AmeriResource Technologies, Inc.





The
      accompanying unaudited and condensed consolidated financial statements included
      herein have been prepared in accordance with accounting principles generally
      accepted in the United States of America (US GAAP), for interim financial
      statements, and pursuant to the instructions for Form 10-QSB, and Item 310
      (b)
      of Regulation S-B of the Securities and Exchange Commission. Accordingly, the
      statements do not include certain information and footnote disclosures normally
      included in annual financial statements prepared in accordance with generally
      accepted accounting principles in the United States of America.  In
      the opinion of management, all adjustments (consisting of normal or recurring
      accruals) considered necessary for a fair presentation have been
      included.  Operating results for the three months and nine months
      ended September 30, 2007, are not necessarily indicative of the results that
      may
      be expected for the fiscal year ended December 31, 2007. For further
      information, the statements should be read in conjunction with the financial
      statements and notes thereto included in the Company’s Annual Report on Form
      10-KSB for the fiscal year ended December 31, 2006.








**NOTE 2 - SIGNIFICANT ACCOUNTING
      POLICIES**




**Principles
      of consolidation**





The
      consolidated financial statements include the combined accounts of AmeriResource
      Technologies, Inc., West Texas Real Estate & Resources’, Inc., RoboServer
      Systems, Inc., Self-Serve Technologies, Inc. Green Endeavors LTD., formerly
      Net2Auction, Inc., Net2Auction Corporation, and AuctionWagon Inc., VoIPCOM
      USA,
      Inc., BizAuctions, Inc., and BizAuctions Corp.  All significant
      intercompany transactions and accounts have been eliminated in
      consolidation.





**Basis
      and Diluted 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; therefore, basic and diluted earnings per share are the
      same.








F-6





**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.








**Use
      of Estimates**





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




**Stock
        Based Compensation**


The
        Company has adopted the provisions of SFAS 123(R) in accounting for its stock
        based compensation.  The Company compensates some employees and
        consultants in stock and/or stock options for services rendered during the
        period.  The stock is valued using a 5 day average of the closing
        stock price for the 5 days preceding the stock issuance.  During the 9
        months ended September 30, 2007, the Company recorded $1,578,580 in salary,
        consulting, and legal expense for stock issued under this plan for services
        rendered.


**ACCOUNTING
      PRONOUNCEMENTS**




***Recently
      Issued Accounting Standards***




In
      February 2007, the Financial Accounting Standards Board (the “FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) 159, “The Fair Value Option
      for Financial Assets and Financial Liabilities—including an amendment of FASB
      Statement 115” that provides companies with an option to report certain
      financial assets and liabilities in their entirety at fair value. This statement
      is effective for fiscal years beginning after November 15, 2007. The fair
      value option may be applied instrument by instrument, and may be applied only
      to
      entire instruments. A business entity would report unrealized gains and losses
      on items for which the fair value option has been elected in earnings at each
      subsequent reporting date. We are evaluating SFAS 159 and have not yet
      determined the impact the adoption will have on the consolidated financial
      statements.






In
      September 2006, the FASB issued SFAS 157, “Fair Value Measurements”. This
      statement defines fair value, establishes a framework for measuring fair value
      for both assets and liabilities through a fair value hierarchy and expands
      disclosure requirements. SFAS 157 is effective for financial statements
      issued or fiscal years beginning after November 15, 2007 and interim
      periods within those fiscal years. We are evaluating SFAS 157 and have not
      yet
      determined the impact the adoption will have on the consolidated financial
      statements.







F-7





**ACCOUNTING
      PRONOUNCEMENTS (Continued)**




In
        September 2006, the Securities and Exchange Commission issued Staff Accounting
        Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when
        Quantifying Misstatements in Current Year Financial Statements" (SAB 108),
        which
        addresses how to quantify the effect of financial
        statement errors. The provisions of SAB 108 become effective as of the end
        of
        our 2007 fiscal year. We do not expect the adoption of SAB 108 to have a
        significant impact on our financial statements.





In
      July
      2006, the Financial Accounting Standards Board (FASB) issued Interpretation
      No.
      48 (FIN 48), “Accounting for Uncertainty in Income Taxes,” an interpretation of
      FASB Statement No. 109, “Accounting for Income Taxes.”  FIN 48
      prescribes a minimum recognition threshold and measurement attribute for the
      financial statement recognition of a tax position taken or expected to be taken
      in a tax return.  FIN 48 also provides guidance on derecognition,
      classification, interest and penalties, accounting in interim periods,
      disclosure, and transition for tax related positions.  FIN 48 becomes
      effective for the Company on January 1, 2007.  The Company is
      currently in the process of determining the effect, if any; the adoption of
      FIN
      48 will have on the consolidated financial statements.




**NOTE
      3 – GOING CONCERN**





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





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





**NOTE
      4 – STOCKHOLDERS’ DEFICIT**




**Common
        stock**




During
      the third quarter ending, September 30, 2007, the Company issued a total of
      761,145,549 shares of common stock:





714,145,549
      shares of common stock were issued for consulting services valued at
      $301,847.





47,000,000
      shares of common stock were issued for legal and professional services valued
      at
      $28,200.




290,000,000
        options, with immediate vesting, were issued to employees and consultants
        for
        services rendered during the quarter. In September 2007, 92,000,000 options
        were
        exercised in a “cashless” transaction with a floating exercise price set at 45%
        of the market price on the exercise date.  Since the Company cannot
        reasonably estimate the fair value of these options, under SFAS 123R, the
        Company has recorded compensation cost based on the intrinsic value of these
        options. The intrinsic value of the 290,000,000 option shares was $111,650
        at
        the issuance date.  The Company will reevaluate the compensation cost
        at each reporting date, through the date of exercise or other settlement.
        At
        September 30, 2007 an adjustment of $26,565 was made to reflect the change
        in
        stock price from the date of issuance, to the reporting date.  The
        Company recorded the amount received upon the exercise of the 92,000,000
        options
        of $12,500 as a subscription receivable, since the Company received this
        amount
        after September 30, 2007.


F-8







**NOTE
      4 – STOCKHOLDERS’ DEFICIT (Continued)**





During
      the three months ended September 30, 2007, the Company issued 761,145,549 shares
      of common stock, pursuant to the Company’s Registration Statement on Form S-8,
      valued at $571,009.




**Preferred
      stock**





The
      Company has currently designated 10,000,000 shares of its authorized preferred
      stock to Series A Convertible Preferred Stock and an additional 10,000,000
      shares to Series B Convertible Preferred Stock.





Both
      Series A and B preferred stock bear a cumulative $.125 per share per annum
      dividend, payable quarterly.  The shareholders have a liquidation
      preference of $1.25 per share, and in addition, all unpaid accumulated dividends
      are to be paid before any distributions are made to common
      shareholders.  These shares are subject to redemption by the Company
      at any time 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 have
      been  converted in 2007.  Dividends are not payable until
      declared by the Company.





On
      February 22, 2002, the Company filed a “Certificate of Designation” with the
      Secretary of State with the State of Delaware to designate 1,000,000 shares
      of
      its Preferred Stock as “Series C Preferred Stock”. Each share of the Series C
      Stock shall be convertible into common stock of the Company based on the stated
      value of the $2.00 divided by 50% of the average closing price of the Common
      stock on five business days preceding the date of conversion. Each share of
      the
      outstanding Series C Preferred shall be redeemable by the Corporation at any
      time at a redemption price of $2.00 per share with interest of 8% per annum.
      The
      holders of the Series C also possess liquidation rights of $2.00 per share
      superior in priority to holders of common stock or any junior
      securities.





On
      February 22, 2002, the Company filed a “Certificate of Designation” with the
      Secretary of State of the State of Delaware to designate 750,000 shares of
      its
      Preferred Stock as “Series D Preferred Stock”. Each share of the Series D Stock
      shall be convertible into one share of common stock of the Company. Each share
      of the outstanding Series D Preferred shall be redeemable by the Corporation
      at
      any time at a redemption price of $.001 per share with interest of 8% per annum.
      The holders of the Series D also possess liquidation right of $.001 per share
      superior in priority to holders of common stock or any junior
      securities.







F-9





**NOTE
      4 – STOCKHOLDERS’ DEFICIT (Continued)**





On
      December 19, 2005, the Company filed a “Certificate of Designation” with the
      Secretary of State of the State of Delaware to designate 1,000,000 shares of
the
      Preferred Stock as “Series E Preferred Stock”. Each share of the outstanding
      Series E Preferred shall be convertible into common stock of the Company based
      on the stated value of the $0.50 divided by 50% of the average closing price
      of
      the Common Stock on five business days preceding the date of conversion. Each
      share of the outstanding Series C Preferred shall be redeemable by the
      Corporation at any time at the redemption price. The redemption price shall
      equal $0.50 per share with interest of 8% per annum. The holders of the Series
      E
      is entitled to receive $0.50 per share before the holders of common stock or
      any
      junior securities receive any amount as a result of liquidation.





**NOTE
      5-NOTE PAYABLE**





The
      Company had the following notes payable as of 9/30/07.




Note
                dated April 12, 2005, interest is prime plus 3% originally due on
                November
                12, 2005, extended through November 4, 2007, convertible into 20,000,000
                million shares of VoIPCOM USA, Inc. common stock.
              
              $
              80,000Note
                dated August 31, 1998; Amended July 12, 2007. The note is due December
                31,
                2007.
              
              $
              172,000Note
                dated June 29, 2007, interest is 3% per month, due and payable on
                or
                before December 30, 2007.
              
              $
              150,000Note
                dated May 29, 2007, is due and payable on or before November 30,
                2007.  Interest is $1,500.
              
              $
              35,000Note
                dated May 8, 2006 interest is 12% due and payable on May 8, 2008,
                convertible into RoboServer common stock at $0.001 per share.
              
              $
              100,000Note
                dated May 12, 2006,. interest is 10% per annum and due on May 12,
                2008
                with conversion rights into Green Endeavors, LTD, formerly Net2Auction,
                Inc. common stock
              
              $
              171,000Line
                of Credit, dated March 25, 2006, due and payable March 25, 2008,
                interest
                is Prime plus 3%.
              
              $
              100,050Note
                dated June 28, 2006, interest is 10% per annum and due on June 28,
                2008
                with conversion rights into BizAuctions common stock.
              
              $
              125,000Note
                dated July 9, 2007, interest is $666.00 per day with interest paid
                of
                $32,500.  Note has been extended to November 30, 2007.
              
              $
              100,000Total
                  notes payable
              
              $
              1,033,050Less
                  current portion
              
              
              (1,030,050
              )Long-term
                  portion
              
              $
              -







F-10







**NOTE
      6 – COMMITMENTS AND CONTINGENCIES**




American
      Factors Group, LLC., Vs- AmeriResource Technologies, Inc., et al. This case
      was
      filed in the United States District Court, District of New Jersey, Case Number
      3:97cv01094(GEB), March 4, 1999.   The Settlement Agreement
      provided for the payment by the Company and Delmar Janovec of certain
      obligations and judgments entered against the defendants.  This amount
      has been recorded as a note payable in the financial statements, for
      $172,000.





The
      Company recorded contingencies in the amount of $250,571 that consisted of
      trade
      payables for various vendors owed by the Company and its
      subsidiaries.  These trade payables were accrued more than seven years
      ago (beyond the statute of limitations in most states) or prior to the Company
      acquiring the subsidiary.





**NOTE
      7– MINORITY INTERESTS**





During
      the period ended September 30, 2007, the Company was considered to have
      sufficient ownership and control of RoboServer Systems Corp., Green Endeavors,
      LTD, formerly Net2Auction, Inc., and BizAuctions, Inc.; therefore the companies
      are being reported as subsidiaries on a consolidated basis. Minority interest
      losses attributed to RoboServer Systems Corp., Green Endeavors LTD (formerly
      Net2Auction, Inc.), and BizAuctions, Inc. are approximately $83,617, $182,561,
      and $56,461 respectively.








F-11








**NOTE
      8-RELATED PARTY TRANSACTION**





The
      Company has notes payable for salary expenses, and unreimbursed business
      expenses in the amount
      of
      $449,759 which is owed to Delmar Janovec, president of the Company, by the
      parent and
      its
      subsidiaries for services performed during 2006, and the first nine months
      of
      2007, ending September 30, 2007.





An
      officer of the subsidiaries loaned the company $15,000 in September
      2007.  The note bears interest at prime plus 2% and is due on
      demand.





**NOTE
      9-SUBSEQUENT EVENTS**





On
      October 19, 2007, the Company and Nexia Holdings, Inc. completed the closing
      of
      the sale of 90% of the issued and outstanding stock of Green Endeavors LTD.,
      formerly Net2Auction, Inc. in exchange for the issuance of 150,000 restricted
      shares of Nexia’s Series C Preferred Stock with a stated value of $5.00 per
      share. Green Endeavors LTD. will retain 13 million shares of BizAuctions, Inc.
      with a market value of approximately $995,000 and a convertible debt of
      $171,000.





Nexia
      Holdings intends to transfer its Landis Lifestyle Salon operations into Green
      Endeavors, LTD. with revenues of approximately $2.2 million for the calendar
      year 2007, and assets of approximately, $415,000.




The
        Company will retain its ownerships of 60,100,000 shares of its restricted
        common
        stock in Green Endeavors LTD., and all remaining holdings of the Company.
        The
        Company is a major shareholder in the Company prior to the transfer of
        control.




On
      October 26, 2007, the Board of Directors, as approved by the written consent
      of
      the holders of in excess of 50% of the voting rights of the shareholders of
      AMRE, received the approval and authorization for an increase in the number
      of
      authorized shares of the common stock of AMRE to 50 billion whereby filing
      a 14
      C Information Statement with the SEC for notice of the amendment to the Articles
      of Incorporation and the increase of its authorized capital
      stock.  The Amendment to the Articles of Incorporation to increase the
      number of authorized shares of common stock would be filed at a future date
      and
      time to be determined by the Board of Directors.














F-12





**ITEM
      2.                     MANAGEMENT'S
      DISCUSSION & ANALYSIS OF FINANCIAL C** **ONDITION
      AND RESULTS OF OPERATIONS**





FORWARD-LOOKING
      INFORMATION





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





**GENERAL**





AmeriResource
      Technologies, Inc. (the “Company”) conducts operations as an holding company and
      operates primarily through its subsidiaries, West Texas Real Estate and
      Resources, Inc., RoboServer Systems Corp. (“RBSY”), Self-Serve Technologies,
      Inc. (“SSTI”), Green Endeavors LTD. (“GRNE”), formerly Net2Auction, Inc.
      (“NAUC”), Net2Auction Corporation (“N2AC”), AuctionWagon Inc. (“AWI”), Auction
      Boulevard (“AB”) BizAuctions, Inc. (“BZCN”), and





BizAuctions
      Corp. (“BZAC”), and VoIPCOM USA, Inc. (“VCMU”). As of September 30, 2007, the
      Company owned 100% of West Texas Real Estate and Resources, Inc. common stock.
      As of September
      30, 2007, the Company owned approximately 37% of Green Endeavors LTD. common
      stock and upon conversion of the SuperVoting Preferred collectively gives
      AmeriResource 84% control, which owns 100% of Green Endeavors Ltd.  Green
      Endeavors LTD. is publicly traded on the Pink Sheets under the stock symbol
      “GRNE.” As of September 30, 2007, the Company owned approximately 42% of
      RoboServer’s common stock and upon conversion of the SuperVoting Preferred by
      management would give the Company and management approximately 72% control,
      which owns 100% of Self-Serve Technologies, Inc. RoboServer is publicly traded
      on the Pink Sheets under the symbol “RBSY.” As of September 30, 2007, the
      Company’s subsidiary, Green Endeavors LTD., owns approximately 72% of
      BizAuctions common stock and upon conversation of the Preferred would give
      the
      Company approximately 86% majority control. BizAuctions Inc.’s corporate name
      was formerly, Kootenai Corp., which was changed in August of 2006. BizAuctions
      is publicly traded on the Pink Sheets under the symbol “BZCN.” BizAuctions Corp.
      is a wholly-owned subsidiary of BizAuctions, Inc. As of September 30, 2007,
      the
      Company owned approximately 97% of VoIPCOM USA, Inc.’ s common stock and upon
      conversion of the Preferred would give the Company approximately 99% majority
      control.





The
      Company continues to search for viable business operations to acquire or merge
      with in order to increase the Company’s asset base, revenues, and to achieve
      profitability on a consistent level.








4








**Green
      Endeavors LTD. (formerly Net2Auction, Inc.)**




Green
      Endeavors currently operates as a holding company with its wholly-owned and
      majority owned subsidiaries, AuctionWagon, Inc. and BizAuctions, Inc. As
      of September 30, 2007, Green Endeavors LTD no longer operates
      drop-off locations through partnerships with pack and ship centers and
      co-manages twenty-three (23) affiliate locations that were acquired in the
      acquisition of AuctionWagon Inc., on September 30, 2005. During the 3rd quarter
      of 2007,
      Green Endeavors developed numerous business commercial accounts with several
      retailers-wholesalers within the USA. Green Endeavors liquidates the excess
      inventory and/or returned merchandise of such accounts on eBay through its
      subsidiary, BizAuctions, Inc.  The Company has obtained such
      commercial accounts in a wide variety of business industries or segments,
      including golf products, electronics-computer items, shoes for both men and
      woman, and clothing for men, women, and children.  Green Endeavors, is
      listed as an “eBay Trading Assistant,” with a Power Seller rating and has
      accumulated in excess of 6,000 positive feedbacks and continues to receive
      a
      customer satisfactory rating on eBay exceeding 99%. This allows the Company
      to
      reach millions of potential buyers for our customers’ unwanted goods or
      products.




**AuctionWagon
      Inc.**





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





AuctionWagon’s
      software, Store Manager Pro G2, performs virtually all of the functions needed
      by an eBay consignment store, from printing contracts, barcodes, and inventory
      labels to managing its inventory, payment, shipping, check writing, and
      integrating photo editing. The Store Manager Pro offers multiple levels of
      software supporting different business requirements and charges both a monthly
      fee and an initial fee. The fees range from $99 to $330 per month, per customer.
      Since January 1, 2006, AuctionWagon has added approximately 126 new customer
      accounts and during the third quarter of 2007, has added an additional 10 new
      customer accounts. AWI’s software continues to be a widely used by commercial
      business users doing business on eBay. To learn more, please visit our website
      at www.auctionwagon.com.





**Auction
      Boulevard**





On
      September 14, 2005, Green Endeavors LTD., formerly Net2Auction, Inc.
      acquired the trade name of AuctionBoulevard, Inc. and certain assets from
      Netelectronics.com and Jake Ptasznik. AuctionBoulevard is an operator of online
      auction drop-off locations. Among the assets acquired by Green Endeavors were
      all rights to the trade name of AuctionBoulevard, all intellectual property,
      and
      all eBay accounts opened by AuctionBoulevard. Additionally, the lease for
      AuctionBoulevard’s principle place of business, located at 17412 Ventura
      Boulevard, Encino, California was assigned to Green Endeavors, LTD.





In
      September of 2007, the Company made the decision to close the drop-off location
      in Encino, CA
      to
      eliminate reoccurring losses and is in the process of sub-leasing the location
      to other viable business interests.






5


**BizAuctions,
      Inc., formerly Kootenai Corp.**




On
      June
      27, 2006, Net2Auction acquired control of Kootenai Corp. through the purchase
      of
      Fifty Million (50,000,000) shares of common stock from the majority shareholder
      of Kootenai Corp. for, One
      Hundred Seventy Thousand ($170,000) US dollars. Kootenai Corp. later acquired
      BizAuctions Corp., from Net2Auction, Inc., for the issuance of Fifty Million
      (50,000,000) shares of common stock and Twelve Million (12,000,000) shares
      of
      Preferred stock. Subsequent to the acquisition of BizAuctions Corp., Kootenai
      Corp. changed its name to BizAuctions, Inc. BizAuctions, Corp., is a
      wholly-owned subsidiary of BizAuctions, Inc. BizAuctions is a publicly traded
      company which trades on the Pink Sheets under the symbol of BZCN.





BizAuctions,
      Inc. is a prime provider of commercial eBay liquidation services for excess
      inventory, overstock items, and merchandise that has been returned. BizAuctions
      clients include some of the Nation’s leading retail names at the forefront of
      their industries. During the 3rd quarter
      ending
      September 30, 2007, BizAuctions developed several new accounts or locations
      both
      inside and outside of the State of California with a top retailer-wholesaler
      whereby the Company is able to purchase excess inventory, overstocked
      merchandise, and returns from the retailer-wholesaler at a significant discount
      from the retail price of the merchandise. The Company is then able to sell
      the
      merchandise on eBay at a favorable price whereby generating significant gross
      profits. To learn more, please visit our website at
www.bizauctions.com.




**RoboServer
      Systems Corp.**




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





RoboServer
      kiosks can be installed in any restaurant in the United States. RoboServer
      also
      provides customers with custom software to allow the customer to operate the
      kiosk with optimum efficiency. To provide our customers with a custom software
      solution, RoboServer has partnered with a leading kiosk software development
      company, St. Clair Interactive Systems.  St. Clair provides our customers
      with leading edge technology and online monitoring systems. RoboServer has
      also
      partnered with Renaissance Systems, a leading technology company.  Our
      partnership with Renaissance allows RoboServer to undertake any and all customer
      projects regardless of the size and scope. By utilizing products from these
      two
      software companies allows RoboServer to customize our customer’s menus in much
      less time?   As a result of these efficiencies and options, we
      are now able to greatly expand our market with profitable sales from small
      single store business while trying to achieve profits without having to do
      enormous volumes to cover the software development cost.





RoboServer
      kiosks are manufactured by KIS Kiosks. RoboServer’s partnership with KIS allows us
      to
      offer the competitive pricing and top quality hardware products
      available.The
      market for RoboServer’s point-of-sale and self-serve technologies is increasing
      rapidly.  Business owners are seeking out self-serve kiosks to allow
      such owners to provide more efficient services to their customers as well as
      reduce labor costs. Other partners include Pro-Tech Inc. which is RoboServer’s
      supplier for outdoor kiosks.







6


During
      the first nine months of this calendar year, period ending September 30, 2007,
      RoboServer developed its first pilot of the “Assisted Server” two-screen model
      that was shown at the Las Vegas Restaurant, Hospitality, and Night Club Expo
      in
      March, 2007. The pilot “Assisted Server” was well received and has resulted in
      numerous leads with various business owners in both the restaurant and night
      club segments. Due to the various leads and inquires for the “Assisted Server”
the Company is currently in discussions with Team Research in Taiwan for mass
      production of the two-sided “Assisted Server.”  Business owners have
      expressed a need to migrate customers to self-service without losing contact
      with the customer during their ordering process. The “Assisted Server” can be
      used as self-service, assisted service or counter service since the unit has
      two
      screens, one facing the customer and a mirrored screen facing the
      cashier/counter helper. Businesses are very excited about the “Assisted Server,”
because it is a natural progression from traditional POS line ordering to
      self-service.





RoboServer
      has installed two (2) of its pilot self-serve units in two (2) different
      fast-food franchisees, with the first installation at Angelo’s Burgers in
      Encinitas, CA, and the second installation at Dairy Queen in Oceanside, CA.
      The
      Angelo’s Burgers installation was completed in the fall of 2005, and the Dairy
      Queen in the spring of 2006. Since the installation of the pilot self-serve
      free-standing kiosk in Dairy Queen, RoboServer has installed a 2nd model,
      a
      counter-top self-serve unit in the fall of 2006. RoboServer will be installing
      the “Assisted Server” for a pilot test in the Oceanside DQ in the 4th quarter
      of 2007
      and full rollouts of the new 2-sided units will follow shortly
      thereafter.  RoboServer continues to receive numerous inquiries from
      some of the leading fast-food chains for the RoboServer self-serve kiosks.
      Self-Serve Technologies, Inc. is a wholly-owned subsidiary of RoboServer and
      is
      the entity that has performed all of the research, development, and
      modifications since the POS software and self-serve technologies were acquired
      in May, 2004.  To learn more, please visit our website at
www.roboservercorp.com.








For
      further information on the
      corporate structure and ownership of its subsidiaries, please review the
      following two pages of this statement and the Company’s Form 10 KSB for year
      ended December 31, 2006, filed on May 10, 2007, with the Securities and Exchange
      Commission. The Form 10 KSB can be viewed on the SEC website atwww.sec.gov.








7





**CORPORARTE
      CHART FOR SUBSIDIARY OWNERSHIP OF ITS COMMON STOCK**









**CORPORATE
      CHART FOR SUBSIDIRY OWNERSHIP UPON CONVERSION OF PREFERRED OR SUPERVOTING
      PREFERRED STOCK**


8


**RESULTS
      OF OPERATIONS**





The
      following discussion should be read in conjunction with the audited financial
      statements and notes thereto included in our annual report on Form 10-KSB for
      the fiscal year ended December 31, 2006, and should further be read in
      conjunction with the financial statements included in this
      report.  Comparisons made between reporting periods herein are for the
      three and nine-month periods ended September 30, 2007, as compared to the same
      period in 2006.





**Revenues**





Revenues
      for the three and nine month periods ended September 30, 2007, was $1,066,598
      and $1,991,792, respectively, as compared to $261,154 and $576,252 for the
      same
      periods in 2006. The increase in the three and nine month’s revenue of $805,444
      and $1,415,540, respectively and is due to increase sales from the operations
      of
      the Company’s majority-owned subsidiary, BizAuctions.





**Operating
      Losses**





The
      Company’s operating losses of $890,249 and $2,532,727 for the three and nine
      months ended September 30, 2007, compared to losses of $834,025 and $2,432,389
      for the same periods in 2006.  The increase in the three and nine
      month operating loss of $56,224 and $100,338, respectively, resulted from
      increases in General and Administrative expenses for the three and nine months
      of $29,389 and $100,996 respectively,  issuance of stock for
      consulting and professional services rendered, and salary compensation for
      the
      three and nine month periods of $226,917 and $361,679,
      respectively.





**Net
      Losses**





The
      Company recorded net losses of $478,465 and $1,532,926 for the three and nine
      months ended, September 30, 2007, as compared to $426,273 and $1,660,529
      respectively, for the same periods in 2006. The increase in the three months
      and
      decrease in the nine month losses of $10,157 and $127,603 respectively, resulted
      from an increase of general and administrative, cost of goods sold, interest
      expense, and issuance of stock for  consulting and
      professional  services rendered.





**Expenses**





The
      Company’s expenses for the third quarter ended September 30, 2007, as compared
      to 2006, are set forth below;








**Expenses**
            
            **Quarter
                ended 9/30/2007**
            
            
            **Quarter
                ended 9/30/2006**General
                and Administrative
            
            $
            217,939
            
            
            $
            188,550Consulting
            
            
            760,352
            
            
            
            478,710Officers
                Salaries and Bonuses
            
            
            25,000
            
            
            
            25,000Interest
                Expense
            
            
            86,685
            
            
            
            36,086Legal
              and Professional
            
            
            44,869
            
            
            
            119,507Research
              and development
            
            
            4,850
            
            
            
            -Cost
              of goods sold
            
            
            888,345
            
            
            
            266,107**Total
                Expenses**
            
            ****
            **2,028,040**
            
            
            ****
            **1,113,960**







9


The
      General and Administrative expenses for the three and nine month period ended
      September 30,  2007, were $217,939 and $575,813 compared to $188,550
      and $474,817 for the same periods in 2006. The increase in the three and nine
      month expenses of $29,389 and$100,996 respectively, resulted from the increase
      in general & administrative expenses as a result of increased
      operations.  The Company experienced an increase of consulting and
      professional services rendered of $226,917, increase of research and development
      expenses of  $4,850, and increase of cost of goods sold of
      $622,238.





**LIQUIDITY
      AND CAPITAL RESOURCES**





The
      Company’s net cash used in operating activities for the nine months ended
      September 30, 2007, (decreased) to $694,057 as compared to net cash used in
      operating activities of $771,791, for the same period in 2006.  This
      decrease is mainly attributable to the increase of non-cash services through
      the
      issuance of stock.





The
      (decrease) in net loss of $1,532,926 for the nine months ended September 30,
      2007, compared to a net loss of $1,660,529 for the same period in 2006, was
      primarily due to an decrease in legal and professional expenses and a one-time
      gain on extinguishment of debt.





Net
      cash
      used in investing activities decreased to $ 30,678 for the nine-months ended
      September 30, 2007, as compared to $403,259 for the same period in 2006. This
      decrease is due to investing activities for acquisitions of operating
      entities.





Net
      cash
      provided by financing activities was $800,022 for nine-months ended September
      30, 2007, compared to $1,216,128 for the same period in 2006. This decrease
      is
      due to decreased borrowing and the issuance of common stock effected to
      facilitate investing activities.





The
      Company has relied upon its chief executive officer for its capital requirements
      and liquidity, in addition to raising capital from investors at the subsidiary
      level. The Company’s recurring losses, lack of cash flow, and lack of cash on
      hand raise substantial doubts about the Company’s ability to continue as a going
      concern.  Management’s plans with respect to these matters include
      raising additional working capital through equity or debt financing and
      acquisitions of ongoing concerns, which generate profits, ultimately allowing
      the Company to achieve consistent profitable operations.  The
      accompanying financial statements do not include any adjustments that might
      be
      necessary should the Company be unable to continue as a going


concern.











10











**OFF-BALANCE
      SHEET ARRANGEMENTS**





We
      do not
      participate in transactions that generate relationships with unconsolidated
      entities or financial
      partnerships, such as entities often referred to as structure finance or special
      purpose entities (“SPEs”), which would have been established for the purpose of
      facilitating off-balance sheet
      arrangements or other contractually narrow or limited purposes as part of our
      ongoing business. As of September 30, 2007, we were not involved in any
      unconsolidated SPE transactions.







**ITEM
        3.    **CONTROLS
        AND PROCEDURES****


Based
      upon the evaluation, the Company’s Chief Executive Officer and the person
      performing functions similar to that of a Principal Financial Officer of the
      Company concluded that the Company’s disclosure controls are effective in timely
      alerting them to material information relating to the Company (including its
      consolidated subsidiaries) required to be included in the Company’s periodic SEC
      filings. There have been no significant changes in the Company’s internal
      controls or in other factors which could significantly affect internal controls
      subsequent to the date the Company conducted its evaluation.




**Disclosure
      Controls and Procedures**


As
      required by Rule 13a-15(c) promulgated under the Exchange Act, our
      management, with the participation of our Chief Executive Officer, evaluated
      the
      effectiveness of our internal control over financial reporting as of
      September 30, 2007. Management’s assessment was based on criteria set forth
      by the Committee of Sponsoring Organizations of the Treadway Commission in
      *Internal Control—Integrated Framework* (“COSO”).  Based on
      this evaluation our Chief Executive Officer concluded that, because of our
      material weaknesses in our internal control over financial reporting described
      below, as of September 30, 2007 our disclosure controls and procedures were
      not
      effective. Notwithstanding management’s assessment that our internal control
      over financial reporting was ineffective as of September 30, 2007 and the
      material weakness described below, we believe that the condensed consolidated
      financial statements included in this Quarterly Report on Form 10-Q correctly
      present our financial condition, results of operations and cash flows for the
      periods covered thereby in all material respects.





**Internal
      Control Over Financial Reporting**




Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as defined in
      Rule 13a-15(f) promulgated under the Exchange Act. Internal control
      over financial reporting is a process designed to provide reasonable assurance
      regarding the reliability of financial reporting and the preparation of an
      issuer’s financial statements for external purposes in accordance with
      accounting principles generally accepted in the United States of America
      (“GAAP”). Internal control over financial reporting includes policies and
      procedures that:









°
            pertain
                to the maintenance of records that, in reasonable detail, accurately
                and
                fairly reflect the transactions and dispositions of an issuer’s assets;
                and




°
            provide
                reasonable assurance that transactions are recorded as necessary
                to
                permit  preparation of financial statements in accordance with
                GAAP, and that an issuer’s receipt and expenditures are being made only in
                accordance with authorizations of its management and directors; and




°
            provide
                reasonable assurance regarding prevention or timely detection of
                unauthorized acquisition, use or disposition of an issuer’s assets that
                could have a material effect on the financial
                statements;







11




Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, the application of any evaluation of
      effectiveness to future periods is subject to the risk that controls may become
      inadequate because of changes in conditions, or that compliance with the
      policies or procedures may deteriorate.




A
      material weakness is a control deficiency, or combination of control
      deficiencies, that results in more than a remote likelihood that a material
      misstatement of the annual or interim financial statements will not be prevented
      or detected.  Because of the material weaknesses described below,
      management concluded that our internal control over financial reporting was
      not
      effective as of September 30, 2007.




The
      specific material weakness identified by management as of September 30, 2007
      is
      described as follows:




**Ineffective
      controls related to the financial closing
      process.******




In
      September of 2007, upon discovery that certain transactions were improperly
      recorded, we determined it was necessary to restate our condensed consolidated
      financial statements for the 10 QSB as of March 31, 2006, 10 QSB as of June
      30,
      2006, 10 QSB as of September 30, 2006, and the 10 KSB for December 31, 2006,
      and
      10 QSB as of March 31, 2007.  Additionally, the Company's design and
      operation of controls with respect to the process of preparing and reviewing
      the
      interim financial statements are ineffective. Deficiencies identified include
      the inadequate segregations of duties, lack of controls over procedures used
      to
      enter transactions into the general ledger, and lack of appropriate review
      of
      the reconciliations and supporting work-papers used in the financial close
      and
      reporting process.






*Certain
      Changes in Internal Control Over Financial Reporting during the Fiscal Quarter
      Ended*




*September
      30, 2007*




In
      view
      of the fact that the financial information presented in this quarterly report
      on
      Form 10-QSB for the fiscal quarter ended September 30, 2007, was prepared in
      the
      absence of effective internal control over financial reporting, we are in
      process of developing a remediation plan to address the material weakness
      identified above.  We plan on developing our remediation steps through
      a thorough review of the process and activities surrounding the material
      weakness and include changes to this process to further develop methods to
      prevent or detect similar future occurrences.  There were no other
      changes to our internal control over financial reporting during the three months
      ended September 30, 2007 that management believes have materially affected,
      or
      are reasonably likely to materially affect, our internal control over financial
      reporting.














12














**PART
      II - OTHER INFORMATION**







**ITEM
      2.    **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS****




On
        August
        30, 2007, the Company authorized the issuance of One Hundred Twelve Million
        (112,000,000) shares of restricted common stock, par value of $0.0001 per
        share,
        to QualityStocks, LLC. The issuance was in satisfaction of the agreement
        entered
        into between the Company andQualityStocks, LLC to provide public and investor
        relations services for the Company. The services provided are for broadcasts,
        publications in newsletters, distribution of press releases and placement
        of
        banner ads. The issuance represented approximately 12% of the current and
        issued
        outstanding of 933,402,125 shares of common stock of the Company. The
        transaction was processed as a private sale exempt from registration under
        Section 4 (6) of the Securities Act of 1933.




On
      October 10, 2007, the Company and QualityStocks LLC., agreed to mutually
      terminate the agreement and returned the One Hundred Twelve Million
      (112,000,000) shares of restricted common stock to the Company’s
      treasurer.





**ITEM
      5.OTHER INFORMATION**





On
      June
      22, 2007 AmeriResource Technologies, Inc., a Delaware corporation
      ("AMRE"),  Net2Auction,  Inc.,  a  Delaware  corporation,  ("NAUC"),  and
      Nexia
      Holdings  Inc.,  a  Nevada  corporation
      ("NEXA"), entered into a Stock Exchange Agreement (the "Agreement")
      whereas  Nexia Holdings,  Inc. will acquire 90% of
      the  issued  and  outstanding  preferred
      stock shares of Net2Auction,  Inc. in exchange for the issuance of
      sixty thousand (60,000) shares of Nexia's Series C Preferred stock with a stated
      value of $5.00 per share for a total of $300,000.





Nexia
      Holdings will be transferring its ownership in its Landis Lifestyle Salon
      ("Landis") into Net2Auction,   Inc., Landis had assets that total
      approximately $415,580 and reported revenues of $1,326,013 for the year ending
      December 31, 2006. Nexia Holdings reported revenues for the first quarter of
      2007 for Landis operations to be $424,863 with a reported net loss of $20,930.
      Landis's business plan calls for the acquisition of an additional four (4)
      Aveda
      Salons, within the next
      two
      calendar years. Landis Lifestyle Salons uses the Aveda {reg-trade-mark} product
      line exclusively in its operations and these products are rated as one of the
      best in the health and beauty care industry.





Pursuant
      to the terms of the agreement, AmeriResource will retain its Twenty-Five Million
      (25,000,000) shares of common stock in Net2Auction, Inc. and remain a
      shareholder. All assets and liabilities of Net2Auction, Inc. will be transferred
      to AmeriResource prior to the close of the transaction with Nexia Holdings,
      Inc.
      Subsequent to the execution of the Stock Exchange Agreement with Nexia Holdings
      Inc.; Net2Auction, Inc.’s corporate name was changed to Green Endeavors LTD.,
      pursuant to the requirements under Delaware state law on July 11,
      2007. On
      October 19, 2007, the Company and Nexia Holdings, Inc. completed the closing
      of
      the sale of 90% of the issued and outstanding stock of Green Endeavors LTD.,
      formerly, Net2Auction, Inc. in exchange for the issuance of 150,000 restricted
      shares of Nexia’s Series C Preferred Stock with a stated value of $5.00 per
      share. Green Endeavors LTD. will retain 13 million shares of BizAuctions, Inc.
      with a market value of approximately $995,000 and a convertible debt of
      $171,000.















13





On
      October 26, 2007, the Board of Directors, as approved by the written consent
      of
      the holders of in excess of 50% of the voting rights of the shareholders of
      AMRE, received the approval and authorization for an increase in the number
      of
      authorized shares of the common stock of AMRE to
      50
      billion whereby filing a 14 C Information Statement with the SEC for notice
      of
      the amendment to the Articles of Incorporation and the increase of its
      authorized capital stock.  The Amendment to the Articles of
      Incorporation to increase the number of authorized shares of common stock would
      be filed at a future date and time to be determined by the Board of
      Directors.





The
      Board
      of Directors, and persons owning a majority of the outstanding voting securities
      of AMRE, have unanimously adopted, ratified and approved the proposed actions
      by
      the AMRE Board of Directors.  No other votes are required or
      necessary.  See the caption "Vote Required for Approval"
      below.  The increase in the authorized number of common shares would
      become effective upon filing of an amendment to the Articles of Incorporation
      of
      AMRE with the Delaware Secretary of State’s office.





**GRANT
      AUTHORITY TO THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF INCORPORATION
      TO
      INCREASE THE AUTHORIZED NUMBER OF COMMON SHARES TO FIFTY
      BILLION.**





AMRE’s
      Articles of Incorporation, as currently in effect, authorizes AMRE to issue
      up
      to 3,000,000,000 shares of common stock, par value $0.0001 per share. The Board
      of Directors has proposed an increase in the number of authorized shares of
      the
      common stock of AMRE.  Upon the approval by the consenting
      shareholders holding a majority of the outstanding voting securities and then
      the filing of the Amended Articles of Incorporation, AMRE will be authorized
      to
      issue 50,000,000,000 shares of common stock, the stated par value per share
      will
      be $0.0001 and the authorized shares of preferred stock, $0.001 par value per
      share, will remain at 10,000,000 shares. The Board of Directors believes that
      it
      is in AMRE's and AMRE's stockholders' best interests to increase the
      availability of additional authorized but unissued capital stock to provide
      AMRE
      with the flexibility to issue equity for other proper corporate purposes which
      may be identified in the future. Such future activities may include, without
      limitation, raising equity capital, adopting Employee Stock or Incentive Plans
      or making acquisitions through the use of stock. The Board of Directors has
      no
      immediate plans, understandings, agreements or commitments to issue additional
      shares of stock for any purpose not previously disclosed in the company’s public
      filings.




The
      Board
      of Directors believes that the increase in authorized capital will make a
      sufficient number of shares available, should AMRE decide to use its shares
      for
      one or more of such previously mentioned purposes or otherwise. AMRE reserves
      the right to seek a further increase in authorized shares from time to time
      in
      the future as considered appropriate by the Board of Directors.





The
      increased capital will provide the Board of Directors with the ability to issue
      additional shares of stock without further vote of the stockholders of AMRE,
      except as provided under Delaware corporate law or under the rules of any
      national securities exchange on which shares of stock of AMRE are then listed.
      Under AMRE’s Articles, the AMRE stockholders do not have preemptive rights to
      subscribe to additional securities which may be issued by AMRE, which means
      that current stockholders do not have a prior right to purchase any new issue
      of
      capital stock of AMRE in order to maintain their proportionate ownership of
      AMRE's stock.  In addition, if the Board of Directors elects to issue
      additional shares of stock, such issuance could have a dilutive effect on the
      earnings per share, voting power and shareholdings of current
      stockholders.







14


In
      addition to the corporate purposes discussed above, the authorization of
      additional capital, under certain circumstances, may have an anti-takeover
      effect, although this is not the intent of the Board of Directors. For example,
      it may be possible for the Board of Directors to delay or impede a takeover
      or
      transfer of control of AMRE by causing such additional authorized shares to
      be
      issued to holders who might side with the Board in opposing a takeover bid
      that
      the Board of Directors determines is not in the best interests of AMRE and
      our
      stockholders. The increased authorized capital therefore may have the effect
      of
      discouraging unsolicited takeover attempts. By potentially discouraging
      initiation of any such unsolicited takeover attempts, the increased capital
      may
      limit the opportunity for AMRE stockholders to dispose of their shares at the
      higher price generally available in takeover attempts or that may be available
      under a merger proposal. The increased authorized capital may have the effect
      of
      permitting AMRE’s current management, including the current Board of Directors,
      to retain its position, and place it in a better position to resist changes
      that
      stockholders may wish to make if they are dissatisfied with the conduct of
      AMRE's business. However, the Board of Directors is not aware of any attempt
      to
      take control of AMRE and the Board of Directors did not propose the increase
      in
      AMRE's authorized capital with the intent that it be utilized as a type of
      anti-takeover device.





The
      relative voting and other rights of holders of the common stock will not be
      altered by the authorization of additional shares of common stock, nor the
      authorization of a class of preferred shares.  Each share of common
      stock will continue to entitle its owner to one vote.  As a result of
      the increased authorization, the potential number of shares of common stock
      outstanding will be increased.





**VOTE
      REQUIRED FOR APPROVAL**





The
      vote
      required to approve the proposal is the affirmative vote of the holders of
      a
      majority of AMRE’s
      voting stock.  Each holder of Common Stock is entitled to one (1) vote
      for each share held.





The
      record date for purposes of determining the number of outstanding shares of
      voting Stock of AMRE and for determining Stockholders entitled to vote, is
      the
      close of business on October 26, 2007
      (the
“Record Date”).  As of the Record Date, AMRE has outstanding
      1,834,003,412 shares of
      Common
      Stock and 1,558,287 shares of preferred stock.





Section
      228 of the Delaware General Corporate Law (“Delaware Law”) provides that the
      written consent of the holders of the outstanding shares of voting stock, having
      not less than the minimum number of votes which would be necessary to authorize
      or take action at a meeting at which all shares entitled to vote thereon were
      present and voted, may be substituted for such a meeting.





Pursuant
      to Section 228 of the Delaware Law, a majority of the outstanding voting shares
      of stock entitled to vote thereon is required in order to amend the Articles
      of
      Incorporation and to thus
      increase the number of authorized shares.  In order to eliminate the
      costs, delay and management time involved in having a special meeting of
      Stockholders and obtaining proxies and in order to effect the proposed increase
      in authorized shares as early as possible, the Board of Directors
      of AMRE voted to utilize, and did in fact obtain, the written consent of the
      holders of a majority of the voting power of AMRE as of the Record
      Date.







15


Pursuant
      to Section 228(e) of the Delaware Law, the Company is required to provide prompt
      notice of the taking of the corporate action without a meeting of the
      Stockholders of record who have not consented in writing to such
      action.  This Information Statement is tended to provide such
      notice.  No dissenters’ or appraisal rights under the Delaware Law are
      afforded to the Company’s Stockholders as a result of the approval of the
      proposed increase in authorized shares.





During
      the fourth quarter of 2007, the Board of Directors of the Company authorized
      and
      caused to be filed a new S-8 Registration Statement on Form S-8 whereby,
      registering an additional 1,000,000,000 (one billion) shares of common stock
      of
      the Company. The Plan was filed on October 30, 2007.





The
      Company has issued approximately 586,049,720 shares of common and restricted
      common stock of the Company for consultant, professional and legal fees since
      the 3rd quarter
      ending September 30, 2007.




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






**(a)**
            
            Exhibits
              required to be attached by Item 601 of Regulation S-B are listed in
              theIndex to Exhibits beginning on page 8 of this Form 10-QSB, which
              is
              incorporated herein by reference.


****






16


**SIGNATURES**





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




AMERIRESOURCE
                TECHNOLOGIES, INC.Dated:
                  November 19, 2007
            By:
            /s/ Delmar
              A. JanovecDelmar
                A. Janovec, Chief Executive Officer and Principal
                Financial Officer










17








**INDEX
      TO EXHIBITS**






EXHIBIT
            
            DESCRIPTION3.1
            
            Articles
              of Incorporation of the Company. (Incorporated by reference from the
              Company’s Form S-4, file number 33-44104, effective on February 11,
              1992.).3.2
            
            Bylaws
              of the Company. (Incorporated by reference from the Company’s Form S-4,
              file number 33-44104, effective on February 11, 1992.)10.1
            
            Unregistered
              Sales of Equity Securities, by and between QualityStocks, LLC in
              satisfaction of an agreement entered into between the companies. (filed
              as
              an Exhibit 10 to the Company’s Current Report on Form 8-K filed on
              September 4, 2007, and incorporated herein by reference).10.2
            
            Stock
              Exchange Agreement, by and between Net2Auction, Inc., a subsidiary
              of the
              Company, and Nexia Holdings, Inc., dated June 22, 2007. (filed as an
              Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 25,
              2007, and incorporated herein by reference).10.3
            
            Settlement
              Agreement, dated March 27, 2006, by and between American Factors
              Group, LLC, AmeriResource Technologies, Inc., and Delmar
              Janovec.(filed as Exhibit 10.1 to the Company's Current Report on
              Form 8-K filed on  March  31, 2006,
              and incorporated herein by reference).10.4
            
            Acquisition
              and Asset Purchase Agreement between Net2Auction and AuctionBoulevard,
              Inc. dated September 27, 2005. (filed as Exhibit 10.1 to the Company’s
              Current Report on Form 8-K filed on October 5, 2005, and incorporated
              herein by reference).10.5
            
            Acquisition
              and Stock Exchange Agreement between Net2Auction and AuctionWagon Inc.,
              dated September 30, 2005.(filed as Exhibit
              10
              to the Company’s Current Report on Form 8-K filed on October 12, 2005, and
              incorporated herein by reference).10.6
            
            Acquisition
              and Stock Exchange Agreement between the Company
              and RoboServer Systems Corp. dated August 26,2004
              (filed as Exhibit 10.1 to the Company’s Current Report
              on   Form 10-KSB filed on April 15, 2005, and incorporated
              herein by reference).10.7
            
            Acquisition
              and Stock Exchange Agreement between the Company and Net2Auction, Inc.
              dated December 2, 2004. (filed as Exhibit 10.2 to the Company’s Current
              Report on Form 10-KSB filed on April 15, 2005, and incorporated herein
              by
              reference).10.8
            
            Fourth
              Addendum Settlement and Release Agreement between the Company and American
              Factors Group, LLC dated February 28, 2005. (filed as Exhibit 10.3
              to the
              Company’s Current Report on Form 10-KSB filed on April 15, 2005, and
              incorporated herein by reference).10.9
            
            Shares
              Purchase Agreement, dated as of April 15, 2005, by and between
              AmeriResource Technologies, Inc. and BBG, Inc. (filed as Exhibit 10.1
              to
              the Company's Current Report on Form 8-K filed on August 19, 2005,
              and
              incorporated herein by reference).10.10
            
            Promissory
              Note, dated as of April 12, 2005.  (filed as Exhibit 10.1 to the
              Company's Current Report on Form 8-K filed on August 19, 2005, and
              incorporated herein by reference).14
            
            Code
              of Ethics adopted by the Company.  (filed as Exhibit 14 to the
              Company's Form 10-K filed on April 18, 2006, and incorporated herein
              by
              reference).21
            
            Subsidiaries
              of Registrant (filed as Exhibit 21 to the Company's Form 10-K filed
              on
              April 18, 2006, and incorporated herein by reference).31.1
            
            Certification
              of Chief Executive Officer under Section 302 of the
              Sarbanes-Oxley Act of 2002.32.1
            
            Certification
              of Chief Executive Officer of AmeriResource Technologies, Inc.
              Pursuant to 18 U.S.C. §
              1350