UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
 WASHINGTON, D.C.
20549
  FORM 10-Q
 x
              
              Quarterly
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934.
 For
the quarterly period ended March 31, 2008 or
 o
              
              Transition
      report pursuant to 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 registrant 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 Rd., Suite 217,
      Las Vegas, NV 89120
              
              (702) 214-4249(Address
      of principal executive offices, including zip code)
              
              (Registrant’s
      telephone number, including area code)
 http:www.ameriresourcetechnologies.com
 (Registrant’s
URL)
 Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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.
 x Yes            o No
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 Large
      accelerated filer o
              
              Accelerated
      filer o
              
              Non-accelerated
      filer  o
                (Do
      not check if a smaller reporting company)
              
              Smaller
      reporting company x
 Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
 o Yes            x No
 
 APPLICABLE
ONLY TO CORPORATE ISSUERS:
  The
number of shares of common stock outstanding as of May 12, 2008 was
6,093,958,308.
 
   
  *EXPLANATORY  NOTE  -
The Company filed an Amendment No. 1 to its Form 10-QSB to amend its
Quarterly  Report  on  Form 10-QSB for the
quarter-ended March 31, 2007, ("the Original Filing"), in
order  to  amend  and  restate  the  financial
statements  and  related  disclosures for matters
related to the following
previously  report  items:  reversal  of  the
original recording of the gain  on extinguishment of debt
associated  with the settlement agreement between American Factors
Group, LLC ("AFG"), AmeriResource Technologies, Inc., ("The Company"), and
Delmar Janovec, (CEO/President), as a result of all cash considerations for the
discharge of debt not being satisfied to derecognize the liability in accordance
with Statement of Financial Accounting Standards Board No. 140, Accounting for
Transfers and Servicing of  Financial  Assets  and
Extinguishments of Liabilities ("SFAS 140"), in addition to the Company
discovering that during the Edgar process amounts reported within operating
expenses in the Consolidated Statements of Operations within its Report on Form
10-QSB/A for the quarter-ended March 31,2007, were transmitted with clerical
errors.
   Correction
of the clerical errors discussed above resulted in no change to the previously
reported operating loss, net loss, basic and diluted loss per share, operating
cash flows, financing cash flows, or the decrease in cash for the quarter ended
March 31, 2007.  Additionally, the correction of the clerical errors
resulted in no change to the equity or earnings (loss) per share made at the
time of the Original Filing.  Except as required to reflect the
effects of the items described above, no additional modifications or updates in
this Amendment have been made to the Original Filing.







2















TABLE
      OF CONTENTSPARTI   -
            FINANCIAL
      INFORMATIONITEM1.
            Financial
      Statements
            4ITEM2.
            Management’s Discussion &
      Analysis of Financial Condition &Results
      of Operations
            18ITEM3.
            Controls and
      Procedures
            30PARTII   -
            OTHER
    INFORMATION
            32ITEM4.
            Submission
      of Matters to a Vote of Security Holders
            32ITEM6.
            Exhibits and Reports on Form
      8-K
            32SIGNATURES
            33INDEXTO EXHIBITS
            34CERTIFICATIONS
            35










3




PARTI - FINANCIAL INFORMATION





ITEM1.                      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
March 31, 2008, 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
condensed consolidated interim financial statements included herein, presented
in accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.





These
statements reflect all adjustments, consisting of normal recurring adjustments,
which in the opinion of management are necessary for fair presentation of the
information contained therein. It is suggested that these condensed consolidated
interim financial statements be read in conjunction with the financial
statements of the Company for the year-ended December 31, 2007, and notes
thereto included in the Company's Form 10-KSB annual report. The Company follows
the same accounting policies in the preparation of interim reports.









4





AMERIRESOURCE
      TECHNOLOGIES INC. AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETSAs
      of March 31, 2008(Unaudited)Current
      Assets:Cash
            
            
            $
            133,703Accounts
      receivable
            
            
            
            13,705Interest
      receivable
            
            
            
            55,000Prepaid
      expenses
            
            
            
            6,000Inventory
            
            
            
            151,458Note
      receivable
            
            
            
            16,265Total
      Current Assets
            
            
            
            376,131Fixed
      AssetsFixed
      assets at cost
            
            
            
            222,733Accumulated
      depreciation
            
            
            
            (82,653)140,080Other
      AssetsNotes
      receivable - Long term
            
            475,000Investment
      in marketable securities
            
            850,000Intangible
      assets - net of accumulated amortization
            123,099Goodwill
            
            
            
            507,496Deposits
            
            
            
            25,2821,980,877Total
      Assets
            
            
            $
            2,497,088LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      Liabilities:Accounts
      payable
            
            
            $
            319,812Accrued
      expenses
            
            
            
            328,080Accrued
      interest
            
            
            
            338,093Note
      Payable - related party
            
            602,364Note
      Payable
            
            
            
            900,550Total
      Current Liabilities
            
            
            
            2,488,899Other
      LiabilitiesContingencies
      and commitments
            
            250,571Note
      payable
            
            
            
            510,100Total
      Other Liabilities
            
            
            
            760,671Total
      Liabilities
            
            
            
            3,249,570STOCKHOLDERS'
      DEFICITPreferred
      stock, $.001 par value; 10,000,000 shares authorizedClass
      A, issued and outstanding, 131,275 shares
            131Preferred
      stock, $.001 par value; 10,000,000 shares authorizedClass
      B, issued and outstanding, 177,012 shares
            177Preferred
      stock, $.001 par value; 1,000,000 shares authorizedClass
      C, issued and outstanding, 1,000,000 shares
            1,000Preferred
      stock, $.001 par value; 750,000 shares authorizedClass
      D, issued and outstanding, 250,000 shares
            250Common
      stock, $.0001 par value; 50,000,000,000 shares authorized;4,151,574,238
      shares issued and outstanding
            415,157Additional
      paid-in Capital
            
            
            
            23,038,827Comprehensive
      loss on marketable securities
            
            (3,108)Retained
      deficit
            
            
            
            (24,001,447)Minority
      interest
            
            
            
            (203,469)Total
      Stockholders' Deficit
            
            
            
            (752,482)Total
      Liabilities and Stockholders' Deficit
            
            
            $
            2,497,088





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





AMERIRESOURCE
      TECHNOLOGIES INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENT OF OPERATIONS FORTHE
      THREE MONTHS ENDED MARCH 31, 2008 AND 2007(Unaudited)Three
      MonthsEnded
      March 31,2008
            
            
            2007Revenues
            
            
            
            $
            1,092,092
            
            
            $
            471,353Cost
      of goods sold
            
            
            
            854,155
            
            
            
            325,568Gross
      profit
            
            
            
            237,937
            
            
            
            145,785Operating
      expenses:Selling,
      general and administrative expenses
            
            
            208,736
            
            
            
            189,568Salaries
            
            
            
            158,552
            
            
            
            194,316Legal
      and professional
            
            
            88,919
            
            
            
            62,311Consulting
            
            
            
            875,595
            
            
            
            461,873Depreciation
      and amortization
            
            
            13,169
            
            
            
            18,582Total
      operating expenses
            
            
            1,344,971
            
            
            
            926,650Other
      income and expenses:Interest
      income
            
            
            60,000
            
            
            
            71Interest
      expense
            
            
            (738,077
            )
            
            
            (16,598
            )Total
      other income and expenses
            
            
            (678,077
            )
            
            
            (16,527
            )Minority
      interest
            
            
            228,530
            
            
            
            310,590Net
      loss before income tax provision
            
            
            (1,556,581
            )
            
            
            (486,802
            )Income
      tax provision
            
            
            -
            
            
            
            -Net
      loss
            
            
            
            $
            (1,556,581
            )
            
            $
            (486,802
            )Net
      loss per common share
            
            $
            (0.00
            )
            
            $
            (0.06
            )Weighted
      average common shares outstanding
            
            
            1,208,642,571
            
            
            
            7,818,721




The
accompanying notes are an integral part of these financial
statements.
 6
  AMERIRESOURCE
      TECHNOLOGIES INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CASH FLOWSTHE
      THREE MONTHS ENDED MARCH 31, 2008 AND 2007(Unaudited)Three
      Months Ended March 31,2008
              
              
              2007Cash
      flows from operating activities:Net
      loss
              
              
              $
              (1,556,581
              )
              
              $
              (486,802
              )Adjustment
      to reconcile net loss to cash used in operations:Stock issued to pay expenses (company and affiliate stock)
              
              
              976,829
              
              
              
              437,171Depreciation
              
              
              13,169
              
              
              
              18,582Minority interest
              
              
              (228,530
              )
              
              
              (310,590
              )Interest expenses booked, not paid
              
              
              590,000Change
      in operating accountsAccounts receivable
              
              
              (13,405
              )
              
              
              -Accounts payable
              
              
              (67,362
              )
              
              
              (43,854
              )Inventory
              
              
              
              (32,238
              )
              
              
              23,957Accrued expenses
              
              
              201,769
              
              
              
              44,940Net cash used in operating activities
              
              
              (116,349
              )
              
              
              (316,596
              )Cash
      flows from investing activities:Purchase
      of assets
              
              
              
              (5,976
              )
              
              
              (10,247
              )Net
      cash used for investing activities
              
              
              (5,976
              )
              
              
              (10,247
              )Cash
      flows from financing activities:Proceeds
      from the sale of common stock
              
              
              -
              
              
              
              775,000Cash
      payments on loans
              
              
              
              -
              
              
              
              (264,978
              )Cash
      received on note receivable
              
              
              25,000
              
              
              
              -Proceeds
      from loans
              
              
              
              75,000
              
              
              
              -Net cash provided by financing activities
              
              
              
              100,000
              
              
              
              510,022Increase
      (Decrease) in cash
              
              
              (22,325
              )
              
              
              183,179Cash
      - Beginning of the period
              
              
              156,028
              
              
              
              93,637Cash
      - March 31
              
              
              $
              133,703
              
              
              $
              276,816





The
accompanying notes are an integral part of these financial
statements.
 7
 AMERIRESOURCE
TECHNOLOGIES, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March
31, 2008
 (Unaudited)




NOTE 1 – DESCRIPTION OF
BUSINESS





As used
herein, the term “Company” refers to AmeriResource Technologies, Inc., a
Delaware corporation, and its subsidiaries and predecessors, unless the context
indicates otherwise. The Company was formerly known as KLH Engineering Group,
Inc. (“KLH Engineering”), which was incorporated on March 3, 1989 to
provide diversified engineering services throughout the United States. KLH
Engineering changed its name to AmeriResource Technologies, Inc. on
July 16, 1996. Although the Company’s operations have historically
consisted of providing engineering and construction services, the Company closed
and/or sold off its engineering subsidiaries due to continued losses in 1996.
The Company then began to focus on locating viable businesses that were in a
niche market, had assets and revenues, and had the desire or need to become an
operating subsidiary of a Public Company





NOTE 2 – BASIS OF
PRESENTATION





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-Q, 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 have been
condensed or omitted.  In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.  Operating results for the three
months ended March 31, 2008, and March 31, 2007, are not necessarily indicative
of the results that may be expected for the fiscal year-ended December 31, 2008.
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, 2007. The Company follows
the same accounting policies in the preparation of interim reports.





Reclassifications





Certain
reclassifications have been made to prior year amounts to conform to the current
year presentation.





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 revenue
and expenses during the reporting period. In these financial statements assets
and liabilities involve extensive reliance on management’s estimates. Actual
results could differ from those estimates.




8
 AMERIRESOURCE
TECHNOLOGIES, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March
31, 2008
 (Unaudited)




NOTE 2 – BASIS OF
PRESENTATION - (Continued)


Principles
of consolidation





The
condensed consolidated financial statements include the combined accounts of
AmeriResource Technologies, Inc., West Texas Real Estate & Resources’, Inc.,
RoboServer Systems, Inc., Self-Serve Technologies, Inc., Net2Auction
Corporation, Auction Wagon Inc., BizAuctions, Inc., BizAuctions Corp., Business
Auctions, Inc., and VoIPCOM  USA, Inc.  All material
intercompany transactions and accounts have been eliminated in
consolidation.





Earnings
(Loss) per common share





Basic
earnings (loss) per common share are calculated by dividing net income (loss) by
the weighted average shares of common stock outstanding during the
period.  Options, warrants, and convertible debt outstanding are not
included in the computation because the effect would be
antidilutive.





NOTE 3 – GOING CONCERN
UNCERTAINTY





The
accompanying consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America
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,
increase sales and revenues, obtain additional financing through equity, and
eventually, attaining a profitable level of operations.





It is
management’s opinion 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 through increased revenues, reduce expenses
through consolidation, and purchase additional revenue producing assets through
equity, and the sale or closure of unprofitable subsidiary
operations.











9
 AMERIRESOURCE
TECHNOLOGIES, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March
31, 2008
 (Unaudited)




NOTE 4 – STOCKHOLDERS’
DEFICIT





Common
stock




The
Company is authorized to issue Fifty Billion (50,000,000,000) shares of Common
Stock and Ten Million (10,000,000) shares of preferred stock (“Preferred
Stock”), as of March 31, 2008. The Company filed with the State of Delaware an
Amendment to the Articles of Incorporation whereby increasing the authorized
from Three Billion (3,000,000,000) to Fifty Billion (50,000,000,000) that became
effective on March 7, 2008. Please see Item 4. Submission of Matters to a Vote
of Security Holders, for additional information. As of March 31, 2008, there
were approximately 4,151,574,238 shares of Common Stock issued and
outstanding.





In
February of 2002, the Company approved a 100 for 1 reverse stock split, and in
December of 2004, the Company approved a 40 for 1 reverse stock split, and in
November of 2007, the Company approved a 50 for 1 reverse stock split. The
shares are shown after the reverse stock splits.  During the first
quarter of 2008, the Company issued a total of  3,992,420,000 shares of
common stock as follows:





The
Company issued 3,774,735,000 shares of common stock for consulting services
valued at $875,595.





The
Company issued 217,685,000 shares of common stock for legal and professional
services valued at $88,919.





On
January 2, 2008, the Board of Directors of the Company authorized and caused to
be filed amendment no. 1 to the S-8 Registration Statement on Form S-8 whereby,
increasing the Company’s Stock Incentive Plan by an additional 1,200,000,000
shares of common stock of the Company.





On
February 15, 2008, the Board of Directors of the Company authorized and caused
to be filed amendment no. 2 to the S-8 Registration Statement on Form S-8
whereby, increasing the Company’s Stock Incentive Plan by an additional
1,500,000,000 shares of common stock of the Company.





On March
12, 2008, the Board of Directors of the Company authorized and caused to be
filed an amendment no. 3 to the S-8 Registration Statement on Form S-8 whereby,
increasing the Company’s Stock Incentive Plan by an additional 7,000,000,000
shares of common stock of the Company.





At May
12, the Company had 6,093,958,308 shares of common stock issued and
outstanding.




10
 AMERIRESOURCE
TECHNOLOGIES, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March
31, 2008
 (Unaudited)




NOTE 4 – STOCKHOLDERS’
DEFICIT - (Continued)




Preferred
stock





Both
Series A and B preferred stock bear a cumulative $.125 per share per annum
dividend, payable quarterly.  The shareholders have a liquidation
preference of $1.25 per share, and in addition, all unpaid accumulated dividends
are to be paid before any distributions are made to common
shareholders.  These shares are subject to redemption by the Company,
at any time after the second anniversary of the issue dates (ranging from August
1990 through December 1995) of such shares and at a price of $1.25 plus all
unpaid accumulated dividends.  Each preferred share is convertible, at
any time prior to a notified redemption date, to one common
share.  The preferred shares have equal voting rights with common
shares and no shares were converted in the period ending March 31,
2008.  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 the redemption price. The redemption price shall equal $2.00 per share
with interest of 8% per annum. The holders of the Series C is entitled to
receive $2.00 per share before the holders of common stock or any junior
securities receive any amount as a result of liquidation.





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














11
 AMERIRESOURCE
TECHNOLOGIES, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March
31, 2008
 (Unaudited)







NOTE 4 – STOCKHOLDERS’
DEFICIT - (Continued)





On
December 19, 2005, the Company filed a “Certificate of Designation” with the
Secretary of 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
RECEIVABLE







Note
receivable of $6,065 from First Americans Mortgage Corp,
bearing interest at the prime rate, principal
and interest payable on demand.





Note
receivable of $10,000 in principle from Candwich Food
Distributors with
interest of $1,500 with principle and interest due on August 10,
2008.




Collateralized
Promissory Note of $500,000 from JMJ Financial with Maturity Date of
January 8, 2012.








Total Notes
      Receivables
            
            $
            491,265Less current
      portion
            
            $
            16,265Long
      term notes receivable
            
            $
            475,000




NOTE 6- NOTE
PAYABLE





The
Company had the following notes payable as of 3/31/08.





Line
      of Credit, dated March 25, 2007, interest is Prime plus 3%, due and
      payable March 10, 2008. Note was extended until March 10, 2009.
            
            $
            100,050American
      Factors Group Settlement Agreement dated March 27, 2006, revised in March
      2007, July, 2007, and March 15, 2008. Note is due on December 31,
      2008.
            
            $
            172,000Note
      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
      shares of VoIPCOM USA, Inc., common stock. Note was converted on April 7,
      2008 into 21,600,000 shares of common restricted stock that included
      principal and interest.
            
            $
            80,000Note
      dated June 29, 2007, interest is 3% per month, due and payable on or
      before December 31, 2007. Note has been extended to June 30,
      2008.
            
            $
            109,500Note
      dated May 8, 2006, interest is 12%, due and payable on May 8, 2008,
      convertible into RoboServer common stock at $0.01, per share. Note will be
      converted on or before May 8, 2008 into 10,000,000 shares of RoboServer
      common stock.
            
            $
            100,000Note
      dated June 28, 2006, interest is 10% due and payable on June 28, 2008,
      convertible into BizAuctions common stock at $0.01, per share. Note will
      be converted on or before June 28, 2008 into 12,500,000 shares of
      BizAuctions common stock.
            
            $
            125,000Note
      dated May 29, 2007 was due and payable on November 30, 2007. Note was
      amended on December 17, 2007 and extended to December 17, 2010. Interest
      is 10% per year and is convertible into common stock at the option of the
      lender.
            
            $
            35,000Note
      dated December 13, 2007 due and payable on December 13, 2010. Interest is
      10% per year and  is convertible into common stock at the option
      of the lender
            
            $
            37,000Note
      dated July 9, 2007, interest is $611.11 per day with interest paid through
      September 1, 2007.
            
            $
            100,000Convertible
      Promissory Note due on the maturity date of January 8, 2011 with a
      one-time interest charge of 12% of the principle amount. Principle and
      interest is convertible into common stock of the company.
            
            $
            495,100Convertible
      Promissory Note due on the maturity date of January 8, 2011, with a
      one-time interest charge of 12% of the principle amount. Principle and
      interest is convertible into common stock of the company.
            
            $
            75,000Total
      notes payable
            
            $
            1,410,650Less
      current portion
            
            
            (900,550
            )Long-term
      portion
            
            $
            510,100









12
 AMERIRESOURCE
TECHNOLOGIES, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March
31, 2008
 (Unaudited)






NOTE 6- NOTE PAYABLE -
(CONTINUED)




Maturities
of notes payable as March 31, 2008, are as follows:




2008
            
            $
            900,5002009
            
            $
            100,0002010
            
            $
            410,1002011
            
            $
            -0-




NOTE 7 – BENEFICIAL
CONVERSION FEATURE





On
January 8, 2008, the Company entered into a Convertible Promissory Note with a
principal amount of $90,000.  The note contains an embedded beneficial
conversion feature and accordingly, based on EITF 98-5, the Company has
determined the intrinsic value, and recorded additional interest expense and
increased the Additional Paid-in Capital to reflect this. The note is
convertible into common stock at the rate of 1⁄2 of the average 3 lowest stock
prices for the preceding 20 trading days.   The intrinsic value
was determined to be $122,903 at the commitment date.  Based on EITF
98-5, the additional interest expense and increased Paid-In Capital is limited
to the note amount ($90,000).





On
January 8, 2008, the Company entered into a Convertible Promissory Note with a
principal amount of $500,000.  The note contains an embedded
beneficial conversion feature and accordingly, based on EITF 98-5, the Company
has determined the intrinsic value, and recorded additional interest expense and
increased the Additional Paid-in Capital to reflect this. The note is
convertible into common stock at the rate of 1⁄2 of the average 3 lowest stock
prices for the preceding 20 trading days.   The intrinsic value
was determined to be $682,796 at the commitment date.  Based on EITF
98-5, the additional interest expense and increased Paid-In Capital is limited
to the note amount ($500,000).





note8– COMMITMENTS AND
CONTINGENCIES





The
Company, from time to time, may be subject to legal proceedings and claims that
arise in the ordinary course of its business. The Company is currently covered
adequately for workmen’s compensation, business property & casualty
insurance, and general liability meeting the standard limits which are customary
in the industry.







13
 AMERIRESOURCE
TECHNOLOGIES, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March
31, 2008
 (Unaudited)




NOTE 8– COMMITMENTS AND
CONTINGENCIES - (CONTINUED)





American
Factors Group, L.L.C. vs. AmeriResource Technologies, Inc., et
al.  This case was





AMENDMENT
#2 TO SETTLEMENT AGREEMENT





Amendment
dated as of March 15, 2008 to Settlement Agreement dated July 12, 2007 (the
“Agreement”) between American Factors Group LLC (“AFG”), AmeriResource
Technologies, Inc. (“ARRT”), and Delmar Janovec (“Janovec”).





1.  The
date on which the $222,000 owing by ARRT and Janovec pursuant to the Agreement
is hereby extended to December 31, 2008.





2.  AFG
waives all prior defaults by ARRT and Janovec of their obligations under the
Agreement.





3.  The
parties acknowledge that the debt and the note evidencing it have been assigned
by Nancy Hood Robins to Payroll Funding Company, LLC.  Payment of the
debt is to be made to the assignee in good funds wired to the following
account:





PAYROLL
FUNDING COMPANY, LLC


3440
EAST RUSSELL ROAD


LAS
VEGAS NEVADA  89120


BANK
WEST OF NEVADA





.


For
additional information regarding the AFG, AMRE, and Janovec Settlement
Agreements can be viewed under the Company’s 8-K filing on March 31, 2006, and
as an Exhibit 10.1 to the Company’s Form 10-KSB filed on April 15, 2005, on the
Securities and Exchange Commission website at www.sec.gov.






14
 AMERIRESOURCE
TECHNOLOGIES, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March
31, 2008
 (Unaudited)




NOTE 8– COMMITMENTS AND
CONTINGENCIES-(CONTINUED)





Auction
Boulevards-Green Endeavors LTD., formerly Net2Auction, Inc., office located at
17412 Ventura Boulevard, Encino, CA 91316 consists of approximately 700 sq. ft.
of office space and 800 sq. ft. of warehouse space for $3,419. The office lease
extends through December 31, 2008. The Company is currently working with a
leasing agent in Encino for the sublease of the space to another
business.





The
engineering and sales office of RoboServer and Self-Serve Technologies consists
of approximately 2,000 sq. ft. and is located at 10979 San Diego Mission Rd.,
San Diego, CA 92108. The office is subject to a lease that runs through
September 30, 2008 at $2,011 per month with an option to extend for an
additional one (1) year with an increase of four (4) percent. RoboServer is
subleasing the office from Net2Auction Corporation at the cost of the
lease.





The
Company’s subsidiary, Net2Auction Corporation, currently subleases the second
office- warehouse
space at 10969 San Diego Mission Rd., San Diego, California 92108 to
AuctionWagon, Inc. AuctionWagon leases approximately 750 sq. ft. of office space
for $1.48 per sq. ft. on a month to month lease. The lease runs through
September, 30, 2008 at $2,268 per month.





The
Company’s subsidiary, Net2Auction Corporation and BizAuctions, Inc., on July 18,
2006, entered into a Lease Agreement (“Lease”) with Mars Enterprises, Inc. for
the premises located at 1510 Corporate Center Drive, San Diego California. The
Lease term is for three (3) years and three (3) months and the Lease will
terminate on October 17, 2009, with an option, for an additional two (2) years.
The premise governed by the Lease is a freestanding industrial warehouse space
consisting of approximately 20,193 square feet. Rent under the lease is at the
following monthly prices;





- 1510
  Corporate Center Drive from July 18, 2006 through July 31, 2007 is $12,115
  with cam charges of $3,231, per month.
- 1510
  Corporate Center Drive from August 1, 2007 through July 31, 2008 is $12,540
  with cam charges of $3,231, per month.
- 1510
  Corporate Center Drive from August 1, 2008 through October 17th, 2009
  is $12,979 with cam charges of $3,231, per month.




Option
Years


1510
Corporate Center Drive from October 17, 2009 through October 17, 2010 is $13,433 with cam
charges of $3,231, per month.






15
 AMERIRESOURCE
TECHNOLOGIES, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March
31, 2008
 (Unaudited)




NOTE 8– COMMITMENTS AND
CONTINGENCIES (Continued)





1510
Corporate Center Drive from October 17, 2010 through October 17, 2011 is $13,903
with cam charges of $3,231, per month.





The
Lease was guaranteed by Delmar Janovec and Brent Crouch.





The
Company’s corporate offices consist of two offices with approximately 510 sq.
ft. and are located at 3440 E. Russell Rd., Suite 217 & 206, Las Vegas,
Nevada 89120. The offices are subject to a six (6) month lease at $868 per
month, and $959, per month.





Green
Endeavors LTD., formerly Net2Auction, Inc., provided AuctionWagon, Inc.
shareholders a Price Protection on the Net2Auction shares in the event the share
price is below the share price of its common stock at the close of trading on
October 6, 2007, Green Endeavors LTD, will issue within thirty days following
the October 6, 2007 date, an additional one million ninety-five thousand
(1,095,000) shares of common restricted stock to be distributed to the
AuctionWagon, Inc. shareholders pro rata.





The
shares were not issued as the Company entered into an agreement to sell its
controlling interests in Green Endeavors LTD, to Nexia Holdings, Inc. on June
21, 2007, which was subsequently closed on October 19, 2007





The
Company and former AuctionWagon shareholders reached an agreement where the
Company will issue Twenty-one Thousand nine hundred (21,900) shares of
SuperVoting Preferred stock from the Company’s Six Hundred Fifty Thousand
(650,000) shares of SuperVoting Preferred which the Company retained in Green
Endeavors LTD, pursuant to the terms of the Stock Exchange Agreement. The
SuperVoting Preferred stock will be issued during the 2nd Qtr. of
2008 to the AuctionWagon shareholders pro rata.





The
Company has recorded contingencies in the amount of $250,571 that consist of
trade payables for various vendors owed by the Company and its subsidiaries
as of March 31, 2008.




Don
Davidson, Plaintiff vs. BizAuctions Corporation and Delmar Janovec; The
plaintiff filed a complaint in 21st
Judicial Circuit Court, St. Louis County, Missouri, Case Number 08SL-CC00079.
The complaint was filed for breach of a contract for a failure to repay a loan
in the amount of $100,000, plus interest, legal and court fees. The company and
Delmar Janovec are in discussions with the Plaintiff on a settlement agreement
or repayment plan. The loan was not guaranteed by AmeriResource.





For
additional information regarding the AFG, AMRE, and Janovec Settlement
Agreements, can be
viewed under the Company’s 8-K filing on March 31, 2006, and as an Exhibit 10.2
to the Company’s Form 10KSB filed on May 10, 2007, and as an Exhibit 10.1
to the Company’s Form 10-KSB filed on April 15, 2005, on the Securities and
Exchange Commission website at www.sec.gov.


16
 AMERIRESOURCE
TECHNOLOGIES, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March
31, 2008
 (Unaudited)
  NOTE 8– COMMITMENTS AND
CONTINGENCIES (Continued)


Although
there are some contingencies that exist with the Company and its subsidiaries,
there are no new contingencies that have occurred since the last physical
year-ended, December 31, 2007, that have not been reflected in the financial
statements for this period.





NOTE 9-MINORITY
INTERESTS





During
the period ended March 31, 2008, the Company was considered to have sufficient
ownership and control of RoboServer Systems Corp., BizAuctions, Inc., and
VoIPCOM USA, Inc., therefore the companies are being reported as subsidiaries on
a consolidated basis. Minority interests losses attributed to RoboServer and
BizAuctions are approximately


$156,867,
and $71,663, respectively.





NOTE 10-RELATED PARTY
TRANSACTION





At March
31, 2008, the Company had notes payable to officers, a former officer, and other
stockholders stockholders.  Some of the notes were retired and stock
was issued in satisfaction of the notes payable. In addition, there was related
interest expense incurred and accrued interest the Company paid by issuing
stock.





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





As of
March 31, 2008, the Company had notes payable to its president, Delmar Janovec,
in the amount of
$433,160, and $200,000 for accrued salary for calendar years 2007, 2006 and
2005. The note is payable on demand with interest accruing at 9% and is
convertible into common stock, at the option of the lender.  The
accrued salary and interest is included in Accrued Expenses.






17
 AMERIRESOURCE
TECHNOLOGIES, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March
31, 2008
 (Unaudited)


NOTE 10-RELATED PARTY
TRANSACTION-(Continued)


In
December 2005, the Company’s subsidiary, Net2Auction, issued 187,000 shares of
restricted common stock in Green Endeavors LTD., formerly Net2Auction, Inc., to
Brent Crouch, CFO, of the BizAuctions, Inc. and RoboServer to purchase two vans
valued at $35,000.





At March
31, 2008, the Company had notes payable to Brent Crouch, CFO, of the
subsidiaries, and in the amount of $132,204. Note is payable on demand, with
interest at 9%, and is convertible into common stock, at the option of the
lender.









NOTE 11-SUBSEQUENT
EVENTS







The
Company has entered into a Share Purchase Agreement, dated May 12, 2008, by and between
AmeriResource Technologies, Inc. and Choi Kok Peng, a Malaysia citizen and
business owner to sell one million (1,000,000) (shares remaining after a
200-for-1 reverse split of the VCMU common shares) shares of common restricted
stock and six million five hundred thousand (6,500,000) shares of preferred
stock for a price of $200,000.
 18


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





FORWARD-LOOKING
INFORMATION





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




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





GENERAL





As used
herein, the term “Company” refers to AmeriResource Technologies, Inc., a
Delaware corporation, and its subsidiaries and predecessors, unless the context
indicates otherwise. The Company was formerly known as KLH Engineering Group,
Inc. (“KLH Engineering”), which was incorporated on March 3, 1989 to
provide diversified engineering services throughout the United States. KLH
Engineering changed its name to AmeriResource Technologies, Inc. on
July 16, 1996. Although the Company’s operations have historically
consisted of providing engineering and construction services, the Company closed
and/or sold off its engineering subsidiaries due to continued losses in 1996.
The Company then began to focus on locating viable businesses that were in a
niche market, had assets and revenues, and had the desire or need to become an
operating subsidiary of a Public Company.





AmeriResource
Technologies, Inc. (the “Company”) conducts its business as a holding Company in
a structure that includes several wholly-owned and majority-owned subsidiaries
which are involved in software development for the Fast-Food and full service
restaurant industry, and as a commercial liquidator for some of the nation’s top
retailers for their excess inventory, overstocks, and returned merchandise
selling the products on eBay. The Company’s subsidiaries are listed below and
with the percent of ownership as of March 31, 2008, as
follows;  RoboServer Systems Corp. (“RBSY”), Self-Serve Technologies,
Inc. (“SSTI”),  Net2Auction Corporation (“NAC”), AuctionWagon Inc.
(“AWI”), Auction Boulevard (“AB”), BizAuctions, Inc. (“BZCN”) and, BizAuctions
Corp. (“BAC”), Business Auctions, Inc. (“BSAI”), VoIPCOM USA Inc., (“VCMU”). As
of March 31, 2008, the Company owned 100% of Net2Auction Corporation, and
AuctionWagon Inc. The Company owned approximately 40% of RoboServer’s common
stock and upon conversion of the Super-Voting Preferred would give the Company
approximately 59% control. Self-Serve Technologies, Inc. is a wholly owned
subsidiary. RoboServer is publicly traded on the Pink Sheets under the symbol
“RBSY.  The Company owned approximately 59% of BizAuctions, Inc.’s
common stock and upon conversion of the Super-Voting Preferred would give the
Company approximately 81% ownership or control of BizAuctions, Inc. BizAuctions
Corp. and Business Auctions, Inc. are wholly-owned subsidiaries of BizAuctions,
Inc. BizAuctions, Inc., is publicly traded on the Pink Sheets under the symbol
“BZCN.” The Company owns approximately 97% of VoIPCOM USA, Inc.’s common stock
and upon conversion of the Preferred would give the Company approximately 99%
control. VoIPCOM USA, Inc. is publicly traded on the Pink Sheets under the
symbol “VCMU”. Despite the operations of our various subsidiaries, the Company
continues to search for viable business operations to acquire or merge with in
order to increase the Company’s revenues, asset base and achieve
profitability.





19


The Company
will continue to strive to attain consistent profitability through acquisitions
of revenue producing businesses, growing the business models of BizAuctions and
RoboServer, and or divestitures of our current subsidiaries if an attractive
offer from possible suitors is received. As of March 31, 2008, the Company had a
total of15 full
time employees and 7 full time consultants.





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.





On May 18,
2004, the Company’s subsidiary, Self-Serve Technologies, Inc. (“SSTI”),
purchased software and hardware system and self-serve system called Point of
Sales (“POS”) from Curtis Chambers, a software engineer and the owner and
developer of the POS system, for twenty-five million (25,000,000) shares of the
Company’s restricted stock. As part of this transaction, Mr. Chambers assumed
the position of Lead Developer with Self-Serve Technologies, Inc. and remained
with the Company until he resigned from the Company in September of
2006.




On
August 26, 2004, the Company entered into an agreement whereby it sold 100% of
its interest in its subsidiary, Self-Serve Technologies, Inc. to RoboServer. In
exchange, RoboServer issued to the Company, 25,000,000 shares of RoboServer,
common stock and 6,500,000 shares of RoboServer, preferred stock. The Company
acquired approximately 99% of the RoboServer voting rights through the exchange
at the time of the transaction.  As the Company’s subsidiary,
RoboServer is now developing the Company’s self-serve kiosk application and
point of sale technologies





The
POS-Self-Serve system is a specialized application whereby, utilizing the POS
software in a Kiosk application that allows management the flexibility of
reducing staffing requirements thus lowering the labor expenses for the
restaurant. This application also allows the customer to order the food as well
as pay in a much faster time period and reduces the possibility of creating
incorrect orders. The original POS software and hardware system have been in
commercial use since 2001 in southern California with the new applications in
use since December of 2005.





Since
the acquisition of the POS system and self-serve systems, RoboServer has
concentrated its development on the RoboServer self-serve kiosk application to
the fast-food and full service restaurant industries. RoboServer’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
33%.




RoboServer
free standing 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.  Currently, the very popular two-side “Assisted Server CT-MY1”
is manufactured by Team Research and RoboServer holds the licensing rights to
the “Assisted-Server CT-MY1” POS self-service units. Business owners have
expressed the need to migrate customers to self-service without losing contact
with them, thus, RoboServer is the first to market with the “Assisted-Server
CT-MY1” to accomplish that.  The “Assisted Server CT-MY1”, is a
natural progression from traditional POS line ordering to self-service with the
latest version of the “Assisted-Server” referred to as the “3-N-1 POS
Self-Server” as it operates as a stand along kiosk, or a Self-Service unit where
counter helpers can interact and be part of the ordering process, or strictly as
a POS where the counter helper orders and uses as a POS.  All three of
these modes of operation have the ability to take credit/debit cards or with
attendants input, the customers can pay with cash.





20




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. Due to on-going maintenance issues at Angelo’s
Burgers with the kitchen staff and electrical infrastructure, RoboServer removed
the kiosks in the fall of 2007. RoboServer has no plans of reinstalling the
kiosk until the maintenance issues are worked out with the staff. 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 2nd or
3rd
quarter of 2008.





RoboServer
created two new divisions, iOrder and LineBuster during the fall of 2007 to
facilitate the software programming and manufacturing of the hardware or kiosks
whether free standing, wall mounted, or counter-top. iOrder provides interactive
self-service ordering software for the restaurant and fast-food industry, and
develops custom interfaces and systems for a variety of specialized kiosk
applications. iOrder offers software for the following industries; restaurants,
payment systems, theater, sports and entertainment ticketing and informational
systems. LineBuster is the division that provides the kiosk solutions or the
hardware which is configured to handle restaurant, theatre, financial and
informational applications. The hardware-kiosks are free-standing floor units,
wall mounted, and counter-top units. RoboServer shares are quoted on the pink
sheets under the stock symbol “RBSY.” For more information, please visit www.roboservercorp.com.





Net2Auction
Corporation (NAC)





On
December 2, 2004, the Company entered into a stock purchase agreement whereby it
sold 100% of its interest in Net2Auction Corporation to Green Endeavors LTD.,
formerly Net2Auction, Inc., in exchange, Net2Auction, Inc. issued to the Company
25,000,000 shares of Net2Auction, Inc. common stock and 6,500,000 shares of
Net2Auction, Inc. preferred stock. Following the exchange, the Company held
approximately 99% of the voting rights of Green Endeavor LTD, at the time of the
transaction.





21


AuctionWagon
(AWI)





On
September 30, 2005, Green Endeavors LTD., formerly Net2Auction, Inc., executed a
Stock Exchange Agreement with AuctionWagon, Inc.’s shareholders, whereby
AuctionWagon, Inc. shareholders transferred to Green Endeavors LTD., 100% of the
outstanding common stock of AuctionWagon Inc. in exchange for 1,825,000 shares
of Green Endeavors LTD., common stock.




Green
Endeavors LTD. provided the AuctionWagon shareholders a Price Protection on the
shares of stock of Green Endeavors LTD. issued in the above transaction. In the
event the Green Endeavor LTD. stock price, as of the close of day October 6,
2007, was below the stock price stated in the September 30, 2005 agreement
above, Green Endeavors would issue, within thirty days following October 6,
2007, an additional 1,095,000 shares of Green Endeavors LTD., common stock to be
distributed to the AuctionWagon Shareholders, pro rata.





The shares
were not issued as the Company entered into an agreement to sell its controlling
interests in Green Endeavors LTD, to Nexia Holdings, Inc. on June 21, 2007,
which was subsequently closed on October 19, 2007.





The Company
and former AuctionWagon shareholders reached an agreement where the Company will
issue Twenty-one Thousand nine hundred (21,900) shares of SuperVoting 
referred stock from the Company’s Six Hundred Fifty Thousand (650,000) shares of SuperVoting
Preferred which the Company retained in Green Endeavors LTD, pursuant to the
terms of the Stock Exchange Agreement. The SuperVoting Preferred stock will be
issued during the 2nd Qtr. of
2008 to the AuctionWagon shareholders.





AuctionWagon,
Inc. is engaged in the business of providing software design and product
development for businesses that are in the business of selling on eBay.
AuctionWagon, Inc. was incorporated in September of 2003 and became the first
eBay consignment store in the Los Angeles market. AuctionWagon, Inc. 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, AWI has added approximately 200 new customer accounts.
AuctionWagon’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.auctiowagon.com.





22


Auction
Boulevard (AB)




On September
14, 2005, Green Endeavors LTD., formerly Net2Auction, Inc. executed an Asset
Purchase Agreement with Netelectronics.com and Jake Ptasznik, the sole
shareholder of the Netelectronics.com, for the assets of Netelectronics.com and
trade name, Auction Boulevard, Inc., (“ABI”). Auction Boulevard, conducted sales
on eBay for customers who had dropped off items to be sold on a consignment
basis. The Agreement called for a payment of $45,000 in cash, with an additional
issuance of 17,177 shares of Green Endeavors LTD., formerly Net2Auction common
stock valued at $0.49 per share, to Jake Ptasznik.





The Company
closed down the store in Encino in September of 2007, due to continued
losses and subsequently moved the assets and the operations of
BizAuctions to San Diego, CA.





BizAuctions,
Inc., formerly Kootenai Corp. (BZCN)




On June 27,
2006, Green Endeavors LTD., formerly 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
has established itself as a leader within the eBay marketplace through its
online auctions of well known name brand merchandise.  Our designation
on eBay as a Power-Seller ranks us amongst the most successful leaders on eBay
in terms of sales and customer satisfaction.  With a worldwide
audience of approximately 250 million registered users, eBay provides us a well
known and established forum to market and sell our merchandise for top dollar in
a competitive bidding format.





Our strategy
is that of the most basic of economic principles: Buy low and sell high. We have
contracted with retailers that are leaders in their industry to purchase
salvaged merchandise at a discount and sell for a profit on
eBay.  This salvaged merchandise is generally overstock inventory,
display models, and customer returns. We sell everything from quality home goods
and brand name clothes to high-tech electronics.  We list the
merchandise through our own proprietary software which is fully integrated and
compliant with eBay.  Once an auction ends, payment is collected via
PayPal or credit card.  We have our own designated Account Executives
with both eBay and PayPal to help us achieve our highest potential.





Our sales
volume and revenue has increased every period, as we have capitalized on the
constant demand of a loyal and growing customer base.  Our customers
are excited to be able to purchase top of the line merchandise at a discount
from retail prices. It is a winning combination that keeps us well positioned in
the marketplace.





23


BizAuctions
operates out of San Diego, CA. We are currently providing liquidation services
to retailers in California, Arizona and are in the process of expanding into
other states.  Over the past 2 years, we have created and refined an
efficient business model that will allow for expansion and growth in the years
ahead. The current operational capacity has the ability to handle much more
business that is limited only to our purchasing power. Our goal is to have
operations strategically placed throughout the U.S. to accommodate our growth
and demand for our products and services. For more information, please see www.bizauctions.com.





VOIPCOM
USA, INC. (VCMU)





On April 15,
2005, the Company acquired 23,000,000 shares or approximately 97% of the
outstanding voting common stock, of VoIPCOM USA, Inc. (“VCMU”). VoIPCOM USA,
Inc., currently has minimal operations, its capital structure and broad base of
shareholders position it as a viable entity that is searching for revenue
generate assets to be acquired for the Company.





The
acquisition was made pursuant to a certain Share Purchase Agreement, dated April
15, 2005, between the Company and BBG, Inc. The purchase price for the Shares
was $80,000, with the purchase being treated as an investment in subsidiaries.
The Company has not decided what course of action it will undertake with VoIPCOM
USA, Inc. however, the Company is considering
reselling the shares or placing assets into VoIPCOM USA, Inc. The Company’s
common stock is quoted on the pink sheets under the stock symbol “VCMU”. For
more information, see www.voipcomusa.com.





On April 12,
2005, the Company executed a convertible promissory note (the "Note") to CIDA
Asset Management for $80,000. The Note was executed to obtain funds to finance
the purchase price for the VoIPCOM USA, Inc. shares in relation to the Stock
Purchase Agreement. The Note accrues interest at the rate of prime plus three
percent, and all unpaid principal and interest shall be payable on or before
November 12, 2005. The note was guaranteed by the Company. The note was extended
on November 4, 2005 through November 4, 2007. The note has conversion rights
into VoIPCOM USA, Inc. common stock with the conversion and issuance of
Twenty-one Million Six Hundred Thousand (21,600,000) shares of stock on April 7,
2008.





For further information on the
corporate structure and ownership of its subsidiaries, please review the
following two pages of this Form 10-Q statement and the Company’s Form 10-KSB
for year-ended December 31, 2007, filed on April 15, 2008, with the Securities
and Exchange Commission. The Form 10-KSB can be viewed on the SEC website at
www.sec.gov.






24





CORPORARTE
CHART FOR SUBSIDIARY OWNERSHIP OF ITS COMMON STOCK







AmeriResource
                Technologies,
      Inc.¦¦Net2Auction
                Corporation
                100%
              
              Auction Wagon,Inc.
                100%
              
              BizAuctions,
      Inc.
                59%
              
              West Texas
                Real
      Estate
                100%
              
              RoboServer
                Systems Corp.
                40%
              
              VoIPCOM USA,
      Inc.
                97%¦
              
              
              
              ¦BizAuctions
      Corp.
                100%
              
              
              
              Self- Serve
                Technologies,
      Inc.
                100%¦Business
      Auctions,Inc.100%
      
 
 25
 
 
 CORPORATE
CHART FOR SUBSIDIRY OWNERSHIP UPON CONVERSION OF PREFERRED OR SUPERVOTING
PREFERRED STOCK
 AmeriResource
                  Technologies,
      Inc.¦¦Net2Auction
                  Corporation
                  100%
                
                Auction Wagon,Inc.
                  100%
                
                BizAuctions,
      Inc.
                  81%
                
                West Texas
                  Real
      Estate
                  100%
                
                RoboServer
                  Systems Corp.
                  59%
                
                VoIPCOM USA,
      Inc.
                  99%¦
                
                
                
                ¦BizAuctions
      Corp.
                  100%
                
                
                
                Self- Serve
                  Technologies,
      Inc.
                  100%¦Business
      Auctions,Inc.100%


26


RESULTS
OF OPERATIONS





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, 2007, 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-month period ended March 31, 2008, as compared to the same period in
2007.





Revenues





Revenues for
the 1st Qtr.
ended March 31, 2008 were $1,092,092 from $471,353 for the same period ended
March 31, 2007. This represented an increase of $620,739 or 131% from March 31,
2007 to March 31, 2008. The increase in revenues is attributed to the increase
of commercial liquidation accounts of its majority owned subsidiary,
BizAuctions.





Expenses





Operating
expenses for the 1st Qtr.
ended March 31, 2008 and March 31, 2007, were $1,344,971, and $926,650,
respectively. This is an increase of $418,321 and is attributed to an increase
in general and administrative expenses of $208,736 for March 31, 2008, an
increase of $19,171, as compared to $189,568 for 2007, interest expense of
$738,077, an increase of $721,479, as compared to $16,598 for the same period in
2007, legal and professional fees of $88,919, an increase of $26,608, as
compared to $62,311 for the same period in 2007, and consulting expenses of
$875,595 for March 31, 2008, an increase of $413,722 for the same period in
2007.





The
Company’s expenses for the first quarter ended March 31, 2008, as compared to
the same period in 2007 are set forth below:








Expenses
            
            2008
            
            
            2007General and
      Administrative
            
            $
            208,736
            
            
            $
            189,568Consulting
            
            
            875,595
            
            
            
            461,873Employee
      Salaries and Bonuses
            
            
            158,552
            
            
            
            194,316Interest
      Expense
            
            
            738,077
            
            
            
            16,598Legal and
      Professional
            
            
            88,919
            
            
            
            62,311Depreciation
      and amortization
            
            
            13,169
            
            
            
            18,582Total
      Expenses
            
            
            2,083,048
            
            
            
            835,511




Operating
Loss





The Company’s
net loss increased to $1,556,581 in 2008 from $797,392 in 2007. The increase in
operating loss is attributed to an increase in General and Administrative
expenses, legal and professional
expenses, consulting expenses and a one-time interest expense related to a
Convertible Note the Company entered into during this period. For more
information relating to the Convertible Note, please see Note.
7- BENEFICIAL NOTE CONVERSION.







27




Net
Loss





The Company’s
net loss increased to $1,556,581 in 2008 as compared to a net loss of $486,802
in 2007. The increase in net loss is attributed to an increase in operations and
sales for the quarter resulting in additional General and Administration
expenses, consulting and legal expenses, and a one-time expense recorded for
interest expenses of a Convertible Note. For more information relating to
the Convertible Note expense, please see Note. 7 - BENEFICIAL NOTE
CONVERSION





Liquidity
and Capital Resources




The
Company’s net cash used in operating activities for the quarter ended March 31,
2008 decreased to $116,349, as compared to cash used by operations of $316,596,
for the same period in 2007.  This decrease is mainly attributable to
the Company’s payments on accounts payable through the issuance of stock in
2008.





The
Company’s cash flow from financing activities was $100,000 during the first
quarter of 2008, as compared to $510,022 for the same period in 2007. This
decrease is due to the Company’s receipt of cash from a subscription agreement
during the first quarter of 2007.





The
Company’s cash flow used in investing activities was $5,976 during the first
quarter of 2008 as compared to $10,247 for the same period in 2007. The decrease
is due to the Company spending less on fixed assets during this period in
2008.





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





OFF-BALANCE
SHEET ARRANGEMENTS





We do not participate in transactions
that generate relationships with unconsolidated entities or financial
partnerships, such as entities often referred to as structure finance or special
purpose entities (“SPEs”), which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes as part of our ongoing business. As of March 31, 2008, we
were not involved in any unconsolidated SPE transactions.





28


ACCOUNTING
PRONOUNCEMENTS


Recently Issued
Accounting Standards





In February
2006, the FASB issued Statement of Financial Accounting Standards No. 155,
Accounting for Certain Hybrid
Financial Instruments (“SFAS No. 155”), which amends Statement of
Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities (“SFAS
No. 133”) and Statement of Financial Accounting Standards





No. 140,
Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities (“SFAS
No. 140”). SFAS No. 155 permits fair value measurement for any hybrid financial
instrument that contains an embedded derivative that otherwise would require
bifurcation, establishes a requirement to evaluate interests in securitized
financial assets to identify interests that are freestanding derivatives or
hybrid financial instruments containing embedded derivatives.  The
Company does not expect the adoption of SFAS 155 to have a material
impact on the consolidated financial position, results of operations or cash
flows.





In June 2006,
the Financial Accounting Standards Board (FASB) issued FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109” (FIN 48), which clarifies the accounting for uncertainty in
tax positions. This Interpretation requires that we recognize in our financial
statements the benefit of a tax position if that position is more likely than
not of being sustained on audit, based on the technical merits of the position.
The provision’s of FIN 48 become effective as of the beginning of our 2008
fiscal year, with the cumulative effect of the change in accounting principle
record as an adjustment to opening retained earnings. We do not expect the
adoption of FIN 48 to have a material impact on the
Company's consolidated financial position, results of operations or cash
flows.





In September
2006, the FASB issued SFAS NO. 157 “Fair Value Measurements”. SFAS No. 157
defined fair values established a framework for measuring fair value in
generally accepted accounting principles and expand disclosure about fair value
in generally accepted accounting principles and expands disclosure about fair
values. This statement is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within theses
fiscal years. Management believes that the adoption of SFAS No. 157 will not
have a material impact on the consolidated financial results of the
Company.





In September
2006, the Securities and Exchange Commission issued State 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 year ended 2007, our fiscal year. We do not
expect the adoption of SAB 108 to have a significant impact on the financial
statements.





SFAS No.
141(R). In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business
Combinations. SFAS No. 141(R) will significantly change the accounting for
business combinations. Under SFAS No. 141(R), an acquiring entity will be
required to recognize
all the assets acquired and liabilities assumed in a transaction at the
acquisition-date fair value with limited exceptions. It also amends the
accounting treatment for certain specific items including acquisition costs and
non controlling minority interests and includes a substantial number of new
disclosure requirements. SFAS No. 141(R) applies prospectively to business
combinations for which the acquisition date is on or after January 1, 2009. The
Company is currently evaluating the impact that the SFAS No. 141(R) will have on
its financial statements.






29


ACCOUNTING
PRONOUNCEMENTS-(CONTINUED)


SFAS No. 160.
In December 2007, the FASB issued SFAS No. 160, "Non controlling Interests in
Consolidated Financial Statements" - An Amendment of ARB No. 51. SFAS No. 160
establishes new accounting and reporting standards for the non controlling
interest in a subsidiary and for the deconsolidation of a subsidiary.
Specifically, this statement requires the recognition of a non controlling
interest (minority interest) as equity in the consolidated financial statements
and separate from the parent's equity. The amount of net income attributable to
the non controlling interest will be included in consolidated net income on the
face of the income statement. SFAS No. 160 also includes expanded disclosure
requirements regarding the interests of the parent and its non controlling
interest. SFAS No. 160 is effective for fiscal years, and interim periods
beginning after January 1, 2009. The Company is currently evaluating the impact
that the SFAS No. 160 will have on its financial statements.





SFAS No. 161.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities-an amendment of FASB Statement No. 133" ("FAS
161"). FAS 161 changes the disclosure requirements for derivative instruments
and hedging activities. Entities are required to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity's financial position, financial performance, and
cash flows. The guidance in FAS 161 is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008, with
early application encouraged. This Statement encourages, but does not require,
comparative disclosures for earlier periods at initial adoption. The Company is
currently assessing the impact of FAS 161.




ITEM3.





Management’s
Report on 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:






30




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




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




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




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.





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 March 31,
2008 and December 31, 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”). Our assessment did not identify
deficiencies that were determined to be significant deficiencies in internal
control.




A significant
deficiency is a control deficiency, or combination of control deficiencies, that
adversely affects the initiation, authorization, and recording, processing or
reporting of reliable financial data. Since there were no significant
deficiencies in our assessment, management concluded that our internal control
over financial reporting was effective as of March 31, 2008 and
December 31, 2007.




Remediation
Plan




We are
including information with respect to our internal control over financial
reporting for the period subsequent to the March 31, 2008, and the December 31,
2007 periods in order to provide readers with a current understanding of the
identified significant deficiencies, as well as how they were being addressed in
our remediation plan.




Subsequent to
March 31, 2008 and December 31, 2007 period, we had undertaken, extensive work
to remediate the significant deficiencies identified in our internal control
over financial reporting, including specific remediation initiatives as
described below.  The implementation of these initiatives was a
priority for us in fiscal year 2006, 2007, and continues to be a priority in
fiscal 2008.  We had begun implementing the actions described below
with respect to the identified significant deficiencies and had these
deficiencies corrected by the year-end December 31, 2007;






31




Inadequate
staffing.We have focused
intensive efforts on improving the overall level of our staffing in a number of
finance and accounting areas related to the significant
deficiencies.





Ineffective Controls related
to the Entering of Transactions into the General Ledger, Preparation of Certain
Account Analyses, Account Summaries, and Account
Reconciliations.


As a
result of the adjustments made with respect to certain balance sheet accounts
for the fiscal year-ended December 31, 2006, we determined a more detailed
review for these accounts was necessary in connection with our quarterly and
annual financial reporting process.  The Company developed a more
intensive financial close process to ensure a thorough review of entering
transactions into the general ledger is performed, supporting schedules are
adequately prepared and/or reviewed, and that they included adequate supporting
documentation.





PARTII - OTHER INFORMATION











ITEM4.                      SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS








The
Company received approval by written consent of holders of in excess of 50% of
the voting rights of AmeriResource providing for shareholder authorization to
the Board of Directors of the Company to increase the number of authorized
shares of the common stock of the corporation from 3 billion shares to 50
billion shares and that the par value of the common stock shall remain the same
at $0.0001 on February 14, 2008. Notice of this change was given to all
shareholders of record as of February 14, 2008, and prior to filing the change
with the State of Delaware.





The
Company filed with the State of Delaware an amendment to Articles of
Incorporation whereby increasing the authorized shares of common stock from 3
billion shares to 50 billion shares with the preferred shares remaining the same
at 10 million shares with a par value of $.001, and received confirmation of the
acceptance of the amendment on March 7, 2008.








ITEM6.                      EXHIBITS
AND REPORTS ON FORM 8-K





(a)
            Exhibits
      required to be attached by Item 601 of Regulation S-B are listed in the
      Index to Exhibits beginning on page 10 of this Form 10-Q which
      is incorporated herein by
reference.





32


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.Date:
      May 20, 2008
              By:
              /s/ Delmar
      JanovecDelmar
      JanovecChief
      Executive Officer






33











INDEX
      TO EXHIBITSEXHIBIT
            
            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.)MATERIAL
      CONTRACTS10.1
            
            Convertible Note, dated Janaury 18, 2008 by and between
      JMJ Financial and the Company. (filed as an Exhibit 10.1 to the
      Company's Current Report on Form 8-K filed on January 18, 2008, and
      incorporated herein by reference).10.2
            
            Amended
      Settlement Agreement, dated March 15, 2008 by and between American Factors
      Group, LLC, AmeriResource Technologies, Inc., and Delmar Janovec.(filed
      as an Exhibit to the
      Form 10-KSB filed on March 31, 2008, and incorporated herein by
      reference).14
            
            Code of Ethics
      adopted by the Company.21
            
            Subsidiaries
      of Registrant31.1
            
            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. §1350SUBSEQUENT
    EVENTS10.1
            
            Share
      Purchase Agreement, dated May 12, 2008, by and between AmeriResource
      Technologies, Inc. and Choi Kok Peng, (filed
      as Exhibit 10.1 to the Company’s Current Report on Form 10-Q filed on May
      20, 2008.)








34