SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB/A

(Mark One)

[X]      Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934 for the quarterly period ended September 30, 1998.

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

         Commission file number: 0-20033

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



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




                    8815 E. Long Street Lenexa, Kansas 66215
                    ----------------------------------------
               (Address if principle executive office) (Zip Code)


                                 (913) 859-9292
                                 --------------
                           (Issuer's telephone number)


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

         The number of outstanding shares of the issuer's common stock,  $0.0001
par value  (the only  class of  voting  stock),  as of  September  30,  1998 was
380,102,031.



<PAGE>




                                TABLE OF CONTENTS

                                     PART I

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

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


                                     PART II

ITEM 1. LEGAL PROCEEDINGS......................................................6


ITEM 6. REPORTS ON FORM 8-K....................................................7


SIGNATURES.....................................................................7


INDEX TO EXHIBITS..............................................................8










                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]



                                       2

<PAGE>


                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

         As  used   herein,   the  term   "Company"   refers  to   AmeriResource
Technologies,   Inc.,  a  Delaware   corporation,   and  its   subsidiaries  and
predecessors  unless otherwise  indicated.  Consolidated,  unaudited,  condensed
interim financial statements including a balance sheet for the Company as of the
quarter  ended  September  30,  1998,  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-6 and are  incorporated  herein by this
reference.










                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]



                                       3

<PAGE>




INDEX TO FINANCIAL STATEMENTS                                              PAGE
-----------------------------                                              ----


Unaudited Consolidated Condensed Balance Sheet, September 30, 1998..........F-2

Unaudited Consolidated Condensed Statement of Operations, for the nine 
 months ended September 30, 1998 and 1997...................................F-4

Unaudited Consolidated Condensed Statement of Cash Flows, for the nine 
 months ended September 30, 1998 and 1997...................................F-5

Notes to Unaudited Consolidated Condensed Financial Statements, 
 September 30, 1998.........................................................F-6


                                      F-1

<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Condensed Balance Sheet
                               September 30, 1998


ASSETS

Current Assets:
    Cash and cash equivalents                       $     1,762
                                                    -----------

     Receivables:
         Trade                                          734,785
         Related party                                  143,981
         Notes receivable-related party                 252,060
         Notes receivable-other                          75,000
          Other receivables                             193,000
         Allowance for doubtful accounts               (583,855)

                 Net receivables                        814,971

    Prepaid insurance and other assets                   50,344

          Total current assets                          867,077

   Property, Plant and Equipment-Net                     28,655

   Other Assets:
           Marketable securities                        184,607
           Organization costs-net of amortization           525

          Total other assets                            184,132

 Total assets                                       $ 1,080,864
                                                    ===========


















            See notes to unaudited consolidated financial statements.


                                      F-2

<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Condensed Balance Sheet
                               September 30, 1998


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts Payable:
        Trade                                                $    637,419
         Related party                                             54,655
  Current portion of long-term debt:
          Related party                                           707,990
          Other                                                   317,799
  Accrued payroll and related expenses                            440,316
  Accrued interest:
          Related party                                            97,473
          Other                                                    86,997
  Income tax payable                                               35,960

            Total current liabilities                           2,378,609

Long-term Debt-Net of current portion                           1,680,939

Commitments and contingencies                                     105,000

            Total Liabilities                                $  4,164,548

   
STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value; authorized 10,000,000
      shares; Series A, issued and outstanding 3,089,621
      shares authorized                                             3,090
  Common stock, $.0001 par value; authorized 500,000,000
       Shares; issued and outstanding 380,102,031 shares           38,011
  Additional paid-in capital                                    7,243,673
  Common stock held in treasury; 11,553,600 shares at cost       (236,625)
   Accumulated deficit                                        (10,131,833)
    

            Total Stockholders' Equity                         (3,083,684)

Total liabilities and Stockholders' Equity                   $  1,080,864
                                                             ============








            See notes to unaudited consolidated financial statements.


                                      F-3

<PAGE>


               AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Statement of Operations
             For the Nine Months Ended September 30, 1998 and 1997

<TABLE>
<CAPTION>

                                            For the three months  Ended       For the Nine months Ended
                                            September 30   September 30      September 30   September 30
                                                1998           1997              1998           1997
                                            (Unaudited)    (Unaudited)        (Unaudited)    (Unaudited)
<S>                                      <C>              <C>              <C>              <C>


Net Service Income                       $      21,365    $        (480)   $      21,365    $      43,663

Operating expenses                                   0          672,520           50,573          736,086
General and administrative expenses            474,849          548,849          497,867          796,374
Loss from sold and closed subsidiaries               0                0                0                0
  Total Expenses                               474,849        1,221,369          548,440        1,532,460
                                         -------------    -------------    -------------    -------------

     Operating loss                           (453,484)      (1,221,849)        (527,075)      (1,488,797)

Other Income (Expense):
  Loss on sale of assets                         3,769                0            3,769                0
  Interest expense                                 128           11,677              128           34,810
                                         -------------    -------------    -------------    -------------

Net loss                                      (457,381)      (1,233,526)        (530,972)      (1,523,607)
                                         =============    =============    =============    =============


Net loss per common share                         0.00             0.00             0.00             0.00
                                         =============    =============    =============    =============

Weighted average common shares
     Outstanding                           271,533,703      162,963,803      271,533,703      162,963,803
                                         =============    =============    =============    =============
</TABLE>




















            See notes to unaudited consolidated financial statements.


                                      F-4

<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Unaudited Consolidated Condensed Statement of Cash Flows
              For the Nine Months Ended September 30, 1998 and 1997

<TABLE>
<CAPTION>

   
                                                                    For the Nine Months Ended
                                                                   September 30   September 30
                                                                       1998           1997
                                                                    (Unaudited)    (Unaudited)
    

<S>                                                                <C>            <C>
Cash Flows from Operating Activities:
         Net loss                                                  $  (530,972)   $(1,523,607)

Non-Cash Items:
         Depreciation and amortization                                  27,408        114,639
         Provision for bad debts                                             0         16,490

Changes in Assets Affecting Operations-Increase (Decrease):
         Accounts receivable                                            53,166      1,850,970
         Other receivables                                                   0         (2,871)
         Work-in-process                                                     0         83,401
         Prepaid insurance and other expenses                               95        105,040

Changes in Liabilities Affecting Operations-Increase (Decrease):
         Accounts payable                                               17,759         41,905
         Accrued payroll and related expense                          (206,591)       (75,844)
         Accrued interest                                               (9,237)        19,934
         Commitments and contingencies                                       0        (80,652)
         Other current liabilities                                           0        (91,508)

Net cash provided by (used in) operating activities                   (648,372)       457,087

Cash Flows from Financing Activities:
         Proceeds from issuance of debt                                217,171        114,281
         Repayment of debt                                                   0       (579,509)
         Proceeds from issuance of common stock                        663,775              0

Net cash provided by financing activities                              880,946       (465,228)

Cash flows from investing activities:
      Purchase of treasury stock                                      (231,000)             0

Net cash used in operating activities                                 (231,000)             0

Net increase (decrease) in cash                                          1,574         (8,141)

Cash and cash equivalents-beginning of period                              188          8,336

Cash and cash equivalents-end of period                                  1,762            195
</TABLE>




            See notes to unaudited consolidated financial statements.


                                      F-5



<PAGE>


                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
         Notes to Unaudited Consolidated Condensed Financial Statements
                               September 30, 1998


1.       Summary of Significant Accounting Policies

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

2.       Corporations Included in the Consolidated Financial Statements

                                Name                          Location    
                  -----------------------------------         ------------------
                  First American Mortgage Corporation         Lenexa, Kansas
                  KLH Engineers & Contractors, Inc.           Closed
                  KLH Engineering of Colorado Springs, Inc.   Closed
                  KLH Engineering of Lakewood, Inc.           Closed
                  KLH Engineering of Grand Junction, Inc.     Closed
                  KLH Engineering of San Mateo, Inc.          Closed
                  KLH Engineering of Greeley, Inc.            Closed
                  Tomahawk Construction Company, Inc.         Lenexa, Kansas

3.       Basis of Presentation and Principles of Consolidation

         The consolidated  financial statements include the combined accounts of
AmeriResource Technologies, Inc., First Americans Mortgage Corporation, Tomahawk
Construction Company Inc. and the accounts of all the closed  subsidiaries.  All
material intercompany transactions have been eliminated in consolidation.

4.       Additional footnotes included by reference

         Except as indicated in Notes above,  there have been no other  material
changes in the  information  disclosed in the notes to the financial  statements
included  in the  Company's  Annual  Report on Form  10-KSB  for the year  ended
December 31, 1997. Therefore, those footnotes are included herein by reference.







                                      F-6

<PAGE>

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

General
-------

         The  Company's  primary  line of business  has been  conducted  through
Tomahawk  Construction Company, a wholly owned subsidiary (Tomahawk) and through
the  acquisition of First Americans  Mortgage  Corp., a wholly owned  subsidiary
(FAMC) that was finalized in August of this year.  Tomahawk's past  construction
projects have included utility work,  earth work,  structural  concrete,  bridge
work, commercial buildings, and treatment plants. Tomahawk is currently focusing
on interfacing its construction experience with FAMC to perform the same type of
construction  activities for different Native American Tribes.  Tomahawk is also
focusing on residential  construction that will enhance the mortgage  operations
of FAMC.

         The  acquisition  of FAMC has enabled ARET to diversify its  operations
and revenue stream that will also allow  Tomahawk the  opportunity to enter into
another related market "residential  construction." FAMC is currently one of the
leading mortgage  companies in the United States that has been able to develop a
new  market  of  providing  mortgages  to  Native  Americans,  on  and  off  the
reservations.  FAMC has  developed  a  special  financing  program  through  its
partnership with PMI, Freddie Mac and Washington Mutual. This special program is
presently being utilized with two of the largest native American  Nations in the
state of  Oklahoma  which will  provide  the  financing  for  approximately  300
mortgages in the year 1999.  This special  program is presently  with two of the
largest Native American  Tribes/Indian Nations in the state of Oklahoma and will
provide  financing for approximately 300 mortgages in the year of 1999. FAMC and
PMI are now  reviewing  other  Native  American  Tribes and their  locations  to
implement this program on a National level.

         FAMC will  continue to develop  its  business  relationships  with PMI,
Freddie  Mac, and  Washington  Mutual that will  ultimately  affect the lives of
Native  Americans  that have  never had the  opportunity  to own their own home.
Through  this  relationship,  FAMC will  financially  grow  which will allow for
future expansion into other areas within the United States.

         Unfortunately,  Tomahawk's  ability  to  generate  revenues  with their
former  clients have been  seriously  affected as a result of filing  Chapter 11
Bankruptcy on September 15, 1994.  Although  Tomahawk emerged from Bankruptcy on
August  25,  1995,  it has been  unable to obtain any  substantial  construction
contracts. Nonetheless, Tomahawk continues to bid for new construction projects.
(For more information on Tomahawk's  Bankruptcy  proceedings,  see the Company's
Form 10-KSB for December 31, 1997.)

         Management,  with the services of a consultant,  is currently assessing
the issues and problems  pertaining  to the  potential Y2K problems and how this
may affect the operations of the Company.  Management will be working with these
consultants  to  provide  the  course of action to be taken by the  Company,  if
required.

                                Subsequent Event

         ARET entered  into a consulting  contract,  for  services,  with L.B.I.
Group and its associates on or about July 20, 1998. The consulting services were
for a period of three years to perform various  functions to include  promotion,
marketing,  assistance  in locating  potential  companies  to merge into ARET as
operating subsidiaries and any other services that were deemed necessary for the
continued  growth of ARET.  However,  due to events  that  occurred  within  the
financial  markets in Asia and the U.S.  market  during  August  and  September,
L.B.I.  Group/Associates were unable to perform under the contract and therefore

                                       4

<PAGE>

the contract was terminated for  convenience of all parties on/or about November
6, 1998.  Upon their  failure to perform,  L.B.I.  Group/Associates  agreed to a
monetary  settlement  to be paid  over the  next  eleven  months  and in full by
December 1, 1999.  Therefore,  this settlement  amount has not been reflected in
the accounting  transactions for this 10-QSB and will be reflected in the 10-KSB
for the year ending 1998.

         ARET,  according to the terms of the Promissory  Note of $169,760.80 to
the Olivia I. Dodge  Charitable  Remainder  Unitrust,  converted  and issued the
corresponding  restricted 144 common shares  pursuant to the Promissory Note and
the  Securities  Act of 1934 to the Dodge Trust on/or  about  October 17,  1998.
Therefore,  this  accounting  transaction has not been reflected in this quarter
and will be reflected in the 10-KSB for the year ending 1998.

Liquidity and Capital Resources
-------------------------------

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

         The acquisition of FAMC will begin to generate new revenues through the
last  quarter  of 1998  and into the  year of 1999  which  will  begin to have a
positive affect on the liquidity of ARET and its subsidiaries.  This new revenue
stream will continue to make a positive impact in the liquidity  during the year
of 1999 and into the year 2002.

         In the interim,  the Company will  continue to utilize the resources of
its CEO, Delmar Janovec,  until its plans begin generating revenues. Mr. Janovec
has  advanced  $572,949  to date  as a loan to  support  the  Company's  limited
operations and has continued to work without pay since October 1, 1996. However,
there is no guarantee that Mr.  Janovec will continue such support.  The Company
will also  utilize its common stock to  compensate  consultants,  employees  and
creditors when possible.

         During the quarter  ended  September 30, 1998,  the  Company's  working
capital  deficit was  approximately  $1,511,532 a decrease of $322,584  from the
same quarter in 1997. This was caused by the construction  subsidiary not having
contracts in place during the third  quarter of 1998 as well as the  acquisition
expenses of FAMC.

         Net  stockholders'  equity in the  Company  declined  from a deficit of
$3,076,717  at the end of September 30, 1997 to a deficit of  $3,083,684,  as of
September 30, 1998. The Company's deficit is a result of the Company's inability
to  generate  construction  revenues  and  the  accumulation  of  debts  in  its
inoperable  engineering  subsidiaries prior to current management's  involvement
with the Company. Acquisition costs of FAMC also contributed to this increase in
a deficit.

Results of Operations
---------------------

         The Company's operations for the third quarter consisted of bidding for
construction  projects and  formulating  a plan of operation  that  included the
acquisition of FAMC. FAMC  contribution was minor due to the acquisition date of
the Company during this quarter. The Company was unsuccessful in its attempts to
procure revenue through construction projects during the quarter.

                                       5

<PAGE>

         Net service  income for the  quarter  ended  September  30,  1998,  was
$21,365 as compared to a deficit of $480 for the third quarter in 1997.  This is
due to the acquisition of FAMC.

         Operating  expenses  decreased  from  $672,520  for the  quarter  ended
September  30, 1997 to $0 for the  quarter  ended on  September  30,  1998.  The
decrease is primarily  due to expenses  that were  incurred and recorded for the
settlement of the MK-Ferguson/DOE claim in the quarter ended September 30, 1997.

         General and administrative expenses were $474,849 for the quarter ended
on  September  30, 1998 as compared to $548,849  for the third  quarter in 1997.
This  decrease  is due to  further  reduction  of staff and  expenses  that were
incurred in estimating a large project with  Fluor-Daniels  for Procter & Gamble
Company.

         The  Company's  net loss went from  $1,233,526  for the  quarter  ended
September 30, 1997 to $457,381 for the quarter ended on September 30, 1998. This
decrease in net loss is due to the  reduction  of staff and the  acquisition  of
FAMC.

         The  management   highly   recommends   reading  this  Form  10-QSB  in
conjunction with the Company's Form 10-KSB for the year ended December 31, 1997,
in order to gain a more complete picture of the Company's financial condition.


                                     PART II

ITEM 1.           LEGAL PROCEEDINGS

         The only change in the  Company's  legal  proceedings  during the third
quarter of 1998 is as follows:

American Factors Group,  LLC v.  AmeriResource  Technologies,  Inc. - As earlier
-------------------------------------------------------------------
indicated in the 10-QSB's and 10-KSB a complaint  was filed  against the Company
and certain  subsidiaries for breach of contract in the extension of credit on a
factoring agreement. The Company disputes this claim in that the contract called
for American  Factors  Group to purchase the  receivables  from the Company on a
non-recourse  basis.  The  Company  demanded  an  arbitrator  hearing  which was
conducted  in  mid-August  with a ruling on or about  September  15, 1998 in the
favor of American  Factors  Group for  principal  and  interest.  The Company is
reviewing its legal options with its outside legal counsel.

                                Subsequent Event

Industrial  State Bank v.  AmeriResource  Technologies,  Inc. - On November  25,
-------------------------------------------------------------
1998, an action was filed against the Company,  in the District Court of Johnson
County,  Kansas, Case Number 98 C 14923, for the non-payment of a Line of Credit
that had  matured  even though  some  discussions  had taken place in regards to
reaching some solution other than the filing of any legal action. The Company is
reviewing  its legal  options with its outside  legal  counsel and may have some
grounds for a legal defense against this action.

         For additional  information  regarding the Company's legal  proceeding,
see the Company's  "Legal  Proceedings"  section in its Form 10-KSB for December
31, 1997. 

                                       6

<PAGE>

ITEM 6. REPORTS ON FORM 8-K

         The  Company  filed a  Current  Report on Form  8-K,  August  6,  1998,
regarding the acquisition of First Americans Mortgage Corporation.


                                   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 Annual
Report on Form 10-QSB to be executed on its behalf by the undersigned, thereunto
duly authorized.


                        AMERIRESOURCE TECHNOLOGIES, INC.



                        /s/ Delmar Janovec                 December 21, 1998
                        ----------------------------------
                        Delmar Janovec
                        Chairman of the Board of Directors
                        and Chief Executive Officer



















                                       7

<PAGE>


                                INDEX TO EXHIBITS

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

EXHIBIT          PAGE             DESCRIPTION
NO.              NO.

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


















                                       8