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 June 30,
2008





 ̈
            TRANSITION
      REPORT PURSUANT TO 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
            81-1084784(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)








3440 E.
Russell Rd., Suite 217, Las Vegas, Nevada 89120


(Address
of principal executive offices)








(702)
      214-4249(Registrant’s
      telephone number)





Indicate
by check whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the 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.




Yes  x  No   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (See definition of “accelerated
filer or large accelerated filer as defined in Rule 12b-2 of the
Act).





Large
      accelerated filer   ̈
            Accelerated
      filer   ̈Non-accelerated
      filer   ̈
            Smaller
      reporting company  x





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




Yes   ̈  No 
x





Number of
shares of the issuer’s common stock, with par value, outstanding as of August
12, 2008: 178,610,337














1




TABLE
OF CONTENTS








PART I-   FINANCIAL
      INFORMATION
            3ITEM 1.
            Financial
      Statements
            3ITEM 2.
            Management’s
      Discussion & Analysis of Financial Condition & Results of
      Operations
            16ITEM 3.
            Controls
      and Procedures
            29PART II-   OTHER
      INFORMATION
            31ITEM 6.
            Exhibits
      and Reports on Form 8-K
            31SIGNATURES
            31INDEX TO EXHIBITS
            32CERTIFICATIONS
            34





2





PART I - FINANCIAL INFORMATION





ITEM 1.  FINANCIAL STATEMENTS





As used
herein, the term “Company” refers to AmeriResource Technologies, Inc., a
Delaware corporation, and its subsidiaries and predecessors, unless otherwise
indicated.  Consolidated, unaudited, condensed interim financial
statements including a balance sheet for the Company as of the quarter ended
June 30, 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
consolidated financial statements for the Company included herein are unaudited
but reflect, in management’s opinion, all adjustments, consisting only of normal
recurring adjustments that are necessary for a fair presentation of the
Company’s financial position and the results of its operations for the interim
periods presented.  Because of the nature of the Company’s business,
the results of operations for the three months and six months ended June 30,
2008 are not necessarily indicative of the results that may be expected for the
full fiscal year. The financial statements included herein should be read in
conjunction with the financial statements and notes thereto included in the Form
10-KSB for the year-ended December 31, 2007.





3




AMERIRESOURCE
      TECHNOLOGIES INC. AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETAs
      of June 30, 2008(Unaudited)ASSETS:Current
      Assets:Cash
            
            $
            182,942Accounts
      receivable
            
            
            13,537Interest
      receivable
            
            
            53,832Prepaid
      expenses
            
            
            6,000Inventory
            
            
            117,926Note
      receivable
            
            
            16,265Total
      Current Assets
            
            
            390,502Fixed
      AssetsFixed
      assets at cost
            
            
            225,933Accumulated
      depreciation
            
            
            -93,810Net
      Assets
            
            
            132,123Other
      AssetsNotes
      receivable - Long term
            
            
            451,168Investment
      in marketable securities
            
            
            850,000Intangible
      assets - net of accumulated amortization
            
            
            120,927Goodwill
            
            
            427,496Deposits
            
            
            25,282Total
      Other Assets
            
            
            1,874,873Total
      Assets
            
            $
            2,397,498LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      Liabilities:Accounts
      payable
            
            $
            362,352Accrued
      expenses
            
            
            382,582Accrued
      interest
            
            
            381,431Note
      Payable - related party
            
            
            590,730Note
      Payable
            
            
            900,550Total
      Current Liabilities
            
            
            2,617,645Other
      LiabilitiesContingencies
      and commitments
            
            
            250,571Note
      payable
            
            
            510,100Total
      Other Liabilities
            
            
            760,671Total
      Liabilities
            
            
            3,378,316STOCKHOLDERS'
      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;23,834,646
      shares issued and outstanding
            
            
            2,383Additional
      paid-in Capital
            
            
            23,754,210Comprehensive
      loss on marketable securities
            
            
            (3,108
            )Retained
      deficit
            
            
            (24,405,216
            )Minority
      interest
            
            
            (330,645
            )Total
      Stockholders' Deficit
            
            
            (980,818
            )Total
      Liabilities and Stockholders' Deficit
            
            $
            2,397,498








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




4





AMERIRESOURCE
      TECHNOLOGIES INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENT OF OPERATIONS FOR(unaudited)Three
      Months Ended June 30,
            
            
            Six
      Months Ended June 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenues
            
            $
            907,316
            
            
            $
            453,841
            
            
            $
            1,999,408
            
            
            $
            925,194Cost
      of goods sold
            
            
            730,182
            
            
            
            463,626
            
            
            
            1,584,337
            
            
            
            789,194Gross
      profit
            
            
            177,134
            
            
            
            (9,785
            )
            
            
            415,071
            
            
            
            136,000Operating
      expenses:Selling,
      general and administrative expenses
            
            
            168,253
            
            
            
            168,306
            
            
            
            376,989
            
            
            
            357,874Salaries
            
            
            128,245
            
            
            
            107,949
            
            
            
            286,797
            
            
            
            302,265Legal
      and professional
            
            
            75,169
            
            
            
            33,291
            
            
            
            164,088
            
            
            
            95,602Consulting
            
            
            279,070
            
            
            
            523,560
            
            
            
            1,154,665
            
            
            
            985,433Depreciation
      and amortization
            
            
            13,329
            
            
            
            18,722
            
            
            
            26,498
            
            
            
            37,304Total
      operating expenses
            
            
            664,066
            
            
            
            851,828
            
            
            
            2,009,037
            
            
            
            1,778,478Other
      income and expenses:Loss
      on sale of subsidiary
            
            
            (5,964
            )
            
            
            
            
            
            
            (5,964
            )Interest
      income
            
            
            50
            
            
            
            
            
            
            
            60,050Interest
      expense
            
            
            (53,399
            )
            
            
            (102,842
            )
            
            
            (201,476
            )
            
            
            (119,369
            )Total
      other income and expenses
            
            
            (53,349
            )
            
            
            (102,842
            )
            
            
            (141,426
            )
            
            
            (119,369
            )Net
      loss before income tax provision
            
            
            (540,281
            )
            
            
            (964,455
            )
            
            
            (1,735,392
            )
            
            
            (1,761,847
            )Minority
      interest
            
            
            136,512
            
            
            
            396,796
            
            
            
            365,042
            
            
            
            707,386Income
      tax provisionNet
      loss
            
            $
            (403,769
            )
            
            $
            (567,659
            )
            
            $
            (1,370,350
            )
            
            $
            (1,054,461
            )Net
      loss per common share (basic and diluted)
            
            $
            (0.0277
            )
            
            $
            (0.4259
            )
            
            $
            (0.3638
            )
            
            $
            (0.8647
            )Weighted
      average common shares outstanding
            
            
            14,556,874
            
            
            
            1,332,716
            
            
            
            3,767,081
            
            
            
            1,219,392








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




5





AMERIRESOUSRCE
      TECHNOLOGIES INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CASH FLOWS(unaudited)Six
      Months Ended June 30,2008
            
            
            2007Cash
      flows from operating activities:Net
      loss
            
            
            (1,370,350
            )
            
            
            (1,054,461
            )Adjustment
      to reconcile net loss to cash used in operations:Stock
      issued to pay expenses (company and affiliate stock)
            
            
            1,279,439
            
            
            
            936,846Depreciation
            
            
            26,498
            
            
            
            37,304Minority
      interest
            
            
            (365,042
            )
            
            
            (707,386
            )Change
      in operating accountsAccounts
      receivable
            
            
            (13,237
            )Accounts
      payable
            
            
            (24,822
            )
            
            
            132,076Inventory
            
            
            1,294
            
            
            
            45,315Accrued
      expenses
            
            
            243,546
            
            
            
            192,918Prepaid
      expenses
            
            
            -
            
            
            
            (2,000
            )Net
      cash used in operating activities
            
            
            (222,674
            )
            
            
            (419,388
            )Cash
      flows from investing activities:Purchase
      of assets
            
            
            (9,176
            )
            
            
            (13,402
            )Net
      cash used in investing activities
            
            
            (9,176
            )
            
            
            (13,402
            )Cash
      flows from financing activities:Proceeds
      from sale of subsidiary
            
            
            93,915
            
            
            
            -Proceeds
      from the sale of common stock
            
            
            -
            
            
            
            775,000Cash
      payments on loans
            
            
            -
            
            
            
            (264,978
            )Proceeds
      from  note payable - related party
            
            
            39,849
            
            
            
            -Payments
      on note payable - related party
            
            
            -
            
            
            
            (19,733
            )Proceeds
      from note payable
            
            
            75,000
            
            
            
            150,000Cash
      received on notes receivable
            
            
            50,000
            
            
            
            -Net
      cash from financing activities
            
            
            258,764
            
            
            
            640,289Increase
      (Decrease) in cash
            
            
            26,914
            
            
            
            207,499Cash
      - Beginning of the period
            
            
            156,028
            
            
            
            93,637Cash
      - June 30, 2008
            
            
            182,942
            
            
            
            301,136Supplemental
      disclosure of non-cash investing and financing activities:Note
      payable issued for Note receivable
            
            
            500,000Note receivable received for Note payable
            
            
            500,000Interest receivable for Note receivable
            
            
            55,000








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




6





AMERIRESOURCE 
TECHNOLOGIES, INC.


NOTES
TO FINANCIAL STATEMENTS


June
30, 2008


(Unaudited)





NOTE 1 – DESCRIPTION OF
BUSINESS ACTIVITIES




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, these
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 and are
unaudited..  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 and six months ended
June 30, 2008, 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.





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.








7





Ameriresource
Technologies, Inc.


NOTES
TO FINANCIAL STATEMENTS


June
30, 2008


(Unaudited)





Principles
of consolidation





The
consolidated financial statements include the combined accounts of AmeriResource
Technologies, Inc., West Texas Real Estate & Resources, Inc., RoboServer
Systems, Corp., Self-Serve Technologies, Inc., Net2Auction Corporation, and
Auction Wagon Inc., BizAuctions, Inc., and BizAuctions Corp.  All
significant 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





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.





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 June 30, 2008. The Company filed with the State of Delaware an
Amendment to the Articles of Incorporation increasing the authorized from Three
Billion (3,000,000,000) to Fifty Billion (50,000,000,000) that became effective
on March 7, 2008.





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 and in May
of 2008 a 400 for 1 reverse stock split. The shares are shown after the reverse
stock splits.








8





Ameriresource
Technologies, Inc.


NOTES
TO FINANCIAL STATEMENTS


June
30, 2008


(Unaudited)





NOTE 4 – STOCKHOLDERS’
DEFICIT –(CONTINUED)




During
the second quarter ending June 30, 2008, the Company had a total issued and
outstanding of Twenty-three million Eight Hundred Thirty-four Thousand Six
Hundred Forty-six, (23,834,646), shares of common stock as follows:





7,142,000
shares of common stock were issued for consulting services valued at
$279,070.





588,500
shares of common stock were issued for legal and professional services valued at
$23,540.




As of
August 12, 2008, the Company has 178,610,337 shares of common issued and
outstanding.
 
 The
issuance of 102,675,691 shares since the period ended, June 30, 2008 is due to
stock issuance to consultants for services, and legal and professional services
that have been rendered to the Company.
 
 The
issuance of 52,100,000 shares since the period ended, June 30, 2008, is pursuant
to a Convertible Note with the note holder, JMJ Financial, that was filed as an
8-K on January 18, 2008.





Preferred
stock





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





Both
Series A and B preferred stock bear a cumulative $.125 per share per annum
dividend, payable quarterly.  The shareholders have a liquidation
preference of $1.25 per share, and in addition, all unpaid accumulated dividends
are to be paid before any distributions are made to common share-
holders.  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 have been converted in 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 $2.00 divided by 50% of the average closing price of the Common
Stock on five (5) 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 (1) 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.








9





Ameriresource
Technologies, Inc.


NOTES
TO FINANCIAL STATEMENTS


June
30, 2008


(Unaudited)





NOTE 4 – STOCKHOLDERS’
DEFICIT –(CONTINUED)




On
December 19, 2005, the Company filed a “Certificate of Designation” with the
Secretary of State of the State of Delaware to designate 1,000,000 shares of the
Preferred Stock as “Series E Preferred Stock”. Each share of the outstanding
Series E Preferred shall be convertible into common stock of the Company based
on the stated value of $0.50 divided by 50% of the average closing price of
the Common Stock on the five (5) business days preceding the date of conversion.
Each share of the outstanding Series E 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





As of
June 30, 2008, the Company had the following amounts as notes
receivables.





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.


Note
has been extended to November 10, 2008 with principle and interest
due.




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





Total
      Notes Receivables
            
            $
            467,433Less
      current portion
            
            $
            16,265Long
      term notes receivable
            
            $
            451,168








10





Ameriresource
Technologies, Inc.


NOTES
TO FINANCIAL STATEMENTS


June
30, 2008


(Unaudited)





NOTE 6- NOTE
PAYABLE





The
Company had the following notes payable as of June 30, 2008.





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 September 30,
      2008.
            
            $
            91,500Note
      dated June 28, 2006, interest is 10% due and payable on June 28, 2008,
      convertible into BizAuctions common stock at $0.01, per
share.
            
            $
            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.
            
            $
            495,100Note
      dated May 8, 2006 interest is 12%, due and payable  on May 8,
      2008, convertible into RoboServer common stock at $0.01, per
      share.
            
            $
            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.
            
            $
            75,000








11





Ameriresource
Technologies, Inc.


NOTES
TO FINANCIAL STATEMENTS


June
30, 2008


(Unaudited)





NOTE 6- NOTE PAYABLE-
(CONTINUED)




Total
      notes payable
            
            $
            1,410,650Less
      current portion
            
            
            (900,550
            )Long-term
      portion
            
            $
            510,100





Maturities
of notes payable as of June 30, 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). This was recorded during the quarter ended March
31, 2008.





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).  This was recorded during the quarter
ended March 31, 2008.





NOTE 8 – 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.








12





Ameriresource
Technologies, Inc.


NOTES
TO FINANCIAL STATEMENTS


June
30, 2008


(Unaudited)





NOTE 8 –
COMMITMENTS AND CONTINGENCIES-(CONTINUED)




American
Factors Group, LLC. Vs  AmeriResource Technologies, Inc., et al. This
case was filed in the United States District Court, filed in the United States
District Court, District of New Jersey, Case Number
3:97cv01094(GEB).  In February 2000, the parties stipulated to the
dismissal of certain claims in this suit with prejudice. This stipulation
dismissed all of the claims in this suit except for the claims against
defendants Rod Clawson, Michael Cederstrom and Tim Masters.  These
remaining claims were resolved pursuant to a Settlement Agreement, which has
been subsequently amended.  The Settlement Agreement provided for the
payment by the Company and Delmar Janovec of certain obligations and judgments
entered against the defendants.








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


ACCOUNT
#0320035069,


ABA#
122401778.





As
amended herein, the Agreement shall remain in full and effect








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
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.








13





Ameriresource
Technologies, Inc.


NOTES
TO FINANCIAL STATEMENTS


June
30, 2008


(Unaudited)




NOTE 8 – COMMITMENTS AND
CONTINGENCIES-(CONTINUED)





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.


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.








14





Ameriresource
Technologies, Inc.


NOTES
TO FINANCIAL STATEMENTS


June
30, 2008


(Unaudited)





NOTE 8 – COMMITMENTS AND
CONTINGENCIES-(CONTINUED)





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 3rd 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 June 30, 2008.





NOTE 9 -MINORITY
INTERESTS





During
the three months ended June 30, 2008, the Company was considered to have
sufficient ownership and control of RoboServer Systems Corp., Net2Auction, Inc.,
and BizAuctions, Inc., therefore the companies are being reported as
subsidiaries on a consolidated basis. Minority interests losses attributed to
RoboServer and BizAuctions are approximately, $66,608 and $69,904,
respectively.





NOTE
10-GOODWILL





The
Company 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.









NOTE 11-RELATED PARTY
TRANSACTION





At June
30, 2008, the Company had notes payable to officers, a former officer, and other
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 for services rendered.








15





Ameriresource
Technologies, Inc.


NOTES
TO FINANCIAL STATEMENTS


June
30, 2008


(Unaudited)




NOTE 11 – RELATED PARTY
TRANSACTION-(CONTINUED)





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





As of
June 30, 2008, the Company had notes payable to its president, Delmar Janovec,
in the amounts
of $433,160 and $200,000 for accrued salary for calendar years 2007, 2006 and
2005. The notes are 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.





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 June
30, 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.





The
convertible notes and corresponding amounts that are owed to Delmar Janovec and
Brent Crouch do not contain a beneficial conversion feature.








ITEM
      2.
            MANAGEMENT'S DISCUSSION &
      ANALYSIS OF FINANCIALCONDITION 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. though
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.





16





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 June 30, 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”). As of June 30, 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.” 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.





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 June 30, 2008, the
Company had a total of14 full time employees
and 6 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.








17





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.





RoboServer
Systems Corp.





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.





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.








18





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
has created a new product line and revenue center, RoboServer Easy Pay. 
This newly created division of RoboServer Systems offers a portfolio of
customized integrated software applications.  Examples inlucde the
processing of payments for utilities (water, electricity, and natural gas
bills), franchise or property taxes, parking or speeding tickets, and many other
opportunities for self-service payment processing.  RoboServer Easy Pay is
fully compatible with RoboServer stand-alone touch-screen kiosk models or
RoboServer's innovative Assisted-Server Dual Screen counter-top model.  The
software application is very intuitive and fluid to provide the customer with a
complete and satisfactory transaction while reducing costs and increasing
productivity for the owner, whether private or governmental.




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.





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 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 3rd Qtr. of
2008 to the AuctionWagon shareholders.








19





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.





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.








20





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 significantly since inception 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.





BizAuctions
operates out of San Diego, CA. We are currently providing liquidation services
to retailers in California, Arizona, and Colorado, and 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 was undecided at the time of the closing on 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”.








21





The
Company 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.  The Company had recorded good will and
expenses in the amount of $99,879, resulting in a loss of $5,964 on the sale
after legal, professional fees, and commissions in the amount of $106,085 were
recorded and paid upon the closing.





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 information can be
viewed on the SEC website at www.sec.gov.








22





CORPORATE
CHART FOR SUBSIDIARY OWNERSHIP OF COMMON STOCK

















23





CORPORATE CHART FOR SUBSIDIARY
OWNERSHIP UPON CONVERSION OF  SUPERVOTING PREFERRED
STOCK
















24





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
six-month period ending June 30, 2008 as compared to the same period in
2007.





Revenues





Revenues
for the 2nd Qtr.
ended June 30, 2008, were $907,316 compared to $453,841 for the same period
ended June 30, 2007. This represented an increase of $453,475 or 99.9% from June
30, 2008 to June 30, 2007. The increase in revenues is attributed to the
increase of commercial liquidation accounts of its majority owned subsidiary,
BizAuctions.





Expenses





Operating
expenses for the 2nd Qtr.
ended June 30, 2008 and June 30, 2007, were $664,066, and $851,828,
respectively. This is a decrease of $187,762, and is mainly attributed to a
decrease in consultant expenses of $244,490 for the period ended June 30,
2008.





The
Company’s expenses for the second quarter ended June 30, 2008, as compared to
the same period in 2007, are set forth below:








Expenses
            
            2008
            
            
            2007General
      and Administrative
            
            
            168,253
            
            
            
            168,306Consulting
            
            
            279,070
            
            
            
            523,560Employee
      Salaries and Bonuses
            
            
            128,245
            
            
            
            107,949Interest
      Expense
            
            
            53,399
            
            
            
            102,842Legal
      and Professional
            
            
            75,169
            
            
            
            33,291Depreciation
      and amortization
            
            
            13,329
            
            
            
            18,722Total
      Expenses
            
            
            717,735
            
            
            
            954,670








The
decrease in these expenses for the three months ended, June 30, 2008, as related
to the same period for 2007, is due mainly to the increased operations of the
Company’s subsidiaries.   Revenues increased significantly for
the quarter ended June 30, 2008, as compared to the same period in 2007, due to
the increased operations of its subsidiaries.





The
decrease in consulting expenses for the three months ended June 30, 2008, as
compared to the same period in 2007, is primarily attributed to less utilization
of outside consultants during the period.





The
decrease in interest expense for the three months ended June 30, 2008, as
compared to the same period in 2007, is due to a one time charge for interest
expense during the same period in 2007.








25





Operating
Loss





The
Company’s operating loss decreased to $540,281 in 2008 from $964,455 in 2007.
The decrease in operating loss is attributed to an increase in revenues and a
decrease in General and Administrative and consulting expenses.





Net
Loss





The
Company’s net loss decreased to $403,769 in 2008 as compared to a net loss of
$567,659 in 2007. The decrease in net loss is attributed to an increase in
operations, sales, and gross profits for the quarter.





During
the period ended June 30, 2008 the Company sold its interests in VoIPCOM USA,
Inc. in the amount of $200,000. The Company had recorded good will and expenses
in the amount of $99,879, resulting in a loss of $5,964 on the sale after legal,
professional fees, and commissions in the amount of $106,085 were recorded and
paid upon the closing.





Liquidity
and Capital Resources





The
Company’s net cash used in operating activities for the six months ended June
30, 2008 decreased to $222,674 as compared to $419,388 for the same period in
2007. This decrease is mainly attributable to an increase in the amount of stock
used to pay expenses of $1,279,439 for the six months ended June 30, 2008 as
compared to $936,846 for the six months ended June 30, 2007.





The
Company’s cash flow used in investing activities was $9,176 during the six
months ended June 30, 2008, as compared to $13,402 for the same period in 2007.
The decrease is due to purchase of fixed assets.





The
Company’s cash flow provided by financing activities was $258,764 during the six
months ended, June 30, 2008, as compared to $640,289 for the same period in
2007. This decrease is due to a net receipt of cash received from subscription
agreements during the same period in 2007.





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 June 30, 2008, we were not involved in any unconsolidated SPE
transactions.








26





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.








27





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.








28





ITEM 3.
            CONTROLS
      AND PROCEDURES







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




°
            Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the 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 June 30,
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
significant deficiencies in our assessment, management concluded that our
internal control over financial reporting was effective as of June 30, 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 June 30, 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 June 30, 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;










29




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.





30





PART II - OTHER INFORMATION





ITEM
5-OTHER ITEMS





The
Company 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. The Company had recorded good will and expenses in the amount of
$99,879, resulting in a loss of $5,964 on the sale after legal, professional
fees, and commissions in the amount of $106,085 were recorded and paid upon the
closing.











ITEM
6.         EXHIBITS AND REPORTS
ON FORM 8-K





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








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.





/s/
Delmar Janovec


Delmar
Janovec, Chief Executive Officer


Dated:  August
19, 2008














31





INDEX TO EXHIBITS





EXHIBIT
            DESCRIPTION3.1
            Articles
      of Incorporation of the Company. (Incorporated by reference from the
      Company’s Form S-4, file number 33-44104, effective on February 11,
      1992).3.2
            Bylaws
      of the Company. (Incorporated by reference from the Company’s Form S-4,
      file number 33-44104, effective on February 11, 1992).4.1
            Form
      DEF 14 C, dated February 22, 2008. (Incorporated by reference from the
      Company’s Form DEF 14 C-Other definitive information, effective on
      February 22, 2008).MATERIAL
      CONTRACTS10.1
            Share
      Purchase Agreement, dated May 12, 2008, by and between AmeriResource
      Technologies, Inc., and Choi Kok Peng. (filed as an Exhibit 10-1 to the
      Form 10-Q filed on May 20, 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).10.3
            Convertible
      Note, dated January 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).11.0
            Addendum
      to Stock Exchange Agreement between the Company and Nexia Holdings, Inc.,
      dated June 21, 2007. (filed as Exhibit 10.1 to the Company’s Current
      Report on Form 8-K filed on June 25, 2007, and incorporated herein by
      reference).11.1
            Lease
      Agreement & Lease Guarantee dated July 14, 2006 between Net2Auction
      Corporation and Mars Enterprises Inc. for the lease of Premises located at
      1510 Corporate Center Drive, San Diego, CA 92154. (filed as Exhibit 10.1
      to the Company’s Form 10-KSB filed on May, 10, 2007, and incorporated
      herein by reference).11.2
            Settlement
      Agreement, dated March 27, 2006, by and between American Factors Group,
      LLC, AmeriResource Technologies, Inc., and Delmar Janovec. (filed as
      Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March
      31, 2006, and incorporated herein by reference).11.3
            Acquisition
      and Asset Purchase Agreement between Net2Auction and AuctionBoulevard,
      Inc. dated September 27, 2005. (filed as Exhibit 10.1 to the Company’s
      Current Report on Form 8-K filed on October 5, 2005, and incorporated
      herein by reference).








32





11.4
            Acquisition
      and Stock Exchange Agreement between Net2Auction and AuctionWagon Inc.,
      dated September 30, 2005.(filed as Exhibit 10
      to the Company’s Current Report on Form 8-K filed on October 12, 2005, and
      incorporated herein by reference).11.5
            Acquisition
      and Stock Exchange Agreement between the Company and RoboServer Systems
      Corp. dated August 26, 2004 (filed as Exhibit 10(i) to the Company’s
      Current Report on   Form 10-KSB filed on April 15, 2005,
      and incorporated herein by reference).11.6
            Acquisition
      and Stock Exchange Agreement between the Company and Net2Auction, Inc.
      dated December 2, 2004. (filed as Exhibit 10(ii) to the Company’s Current
      Report on Form 10-KSB filed on April 15, 2005, and incorporated herein by
      reference).11.7
            Fourth
      Addendum Settlement and Release Agreement between the Company and American
      Factors Group, LLC dated February 28, 2005. (filed as Exhibit 10(iii) to
      the Company’s Current Report on Form 10-KSB filed on April 15, 2005, and
      incorporated herein by reference).11.8
            Share
      Purchase Agreement, dated as of April 15, 2005, by and between
      AmeriResource Technologies, Inc. and BBG, Inc. (filed as Exhibit 10.1 to
      the Company’s Current Report on Form 8-K filed on August 19, 2005, and
      incorporated herein by reference).11.9
            Promissory
      Note, dated as of April 12, 2005. (filed as Exhibit 10.1 to the Company’s
      Current Report on Form 8-K filed on August 19, 2005, and incorporated
      herein by reference).14
            Code
      of Ethics adopted by the Company.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. §1350





33